Terms and Conditions

First and foremost let us thank You for Your interest in our services. At 8trade we are dedicated to provide You tools to create and manage Market places meeting demands of modern traders. Since every cooperation need some rules we have issued this Terms and Conditions which may be updated or amended by Us from time to time.

By creating 8trade Account or by using any 8trade Services, You agree on your own behalf/on behalf of entity You represent to be bound by the this Terms and Conditions (“T&C”). If you act on behalf of any entity, You represent and warrant that You are fully authorized to represent such entity in contacts with us. This T&C together with any other documentation referred to in this T&C shall constitute a legal agreement between 8trade Sp. z o.o. a company existing under the laws of Republic of Poland, with registered seat in Lublin at Szkolna Street 15, Lublin 20-124, Poland, registered in register of entrepreneurs of National Court Register under no. 0000843332, having share capital in the amount of 6.000 PLN] (“8trade”) and You (“Agreement”) and govern Your use of the Service or any other products provided by 8trade.

You and 8trade are hereinafter jointly referred to as the “Parties” and each separately as a “Party”.

  1. Accepting this Agreement and definitions.
    1. Acceptance. In order to create 8trade Account or to use the Services, You must accept this T&C in full. We hope that this principle is clear, because no reasonable person should start cooperation without knowing or understanding its rules. In case of any doubts do not hesitate to contact us. If You do not or cannot accept this T&C You cannot use the Services. Do not download, register or use the Services in that case. You agree to be bound by this T&C by: (i) checking the box displayed at the end of this T&C, indicating Your acceptance of the T&C, if You are reading this on 8trade website or (ii) clicking an “agree” or similar button where this option is provided by 8trade or (iii) executing agreement made between 8trade and You which states that cooperation of the parties shall be governed by this T&C
    2. Definitions Capitalized terms used in this T&C shall have the meaning provided bellow or defined directly in text (in such case defined terms shall be marked by quotation marks). Using definitions makes provisions of the T&C more precise and shorter (after all, no one likes to read overly long legal texts).
      1. “Account” – shall mean account registered by You in order to use the Services.
      2. “Affiliate” - with respect to a Party shall mean an entity which is: (i) directly or indirectly controlling such Party; (ii) under the same direct or indirect ownership or control as such Party; or (iii) directly or indirectly owned or controlled by such Party. For these purposes, one entity shall be treated as being controlled by another if that other entity has fifty percent (50 %) or more of the votes in such entity, is able to direct its affairs and/or to control the composition of its board of directors or equivalent body.
      3. “Business days” shall mean any day except Saturday and Sunday or any other day that is a statutory holiday in the Republic of Poland.
      4. “Content” shall mean photos, images, videos, graphics, written content, audio files, video files, code, information or any data uploaded, collected, generated, stored, displayed, distributed, transmitted or exhibited on or in connection with your Account and/or Your Marketplace.
      5. “Customer” means any person that buys or sells any product via Your Marketplace.
      6. “GDPR” shall mean the Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC (General data Protection Regulation).
      7. “Intelligent suggestions” shall mean a process in which the Software automatically finds in the Software or suggest an offer or product.
      8. “Intellectual property rights” shall mean all patents, (including without limitation all patent applications, provisionals, inventors’ certificates, substitutions, extensions, reissues, renewals and other similar filings), inventions (whether or not patentable), industrial designs, utility models, trademarks and service marks regardless of whether they have been registered or otherwise formalized, trade secrets, licenses, formulas, logos, domain names, trade dress, techniques, knowledge, methods, processes, discoveries, copyrights (including without limitation right to amend and further develop as well assign and sub-license ones rights), rights in designs (including design registrations and design rights), chip topography rights, and rights in know-how, in each case whether registered or unregistered and including applications for grant of any of the foregoing and all rights or forms of protection having equivalent or similar effect to any of the foregoing which may now or at any time hereafter exist anywhere in the world.
      9. “Rate Card” shall mean a document featuring the applicable 8trade fees, and terms of the payments. The Rate Card is to be found at 8tra.de/​​pricing.
      10. “Services” shall mean the services provided by 8trade, including providing automatic means to create Your Marketplace by Yourself , hosting of the online store, Intelligent suggestions implementation, and any other related services that may be provided or offered by 8trade from time to time. Software and the Services are provided by 8trade via the platform, dedicated for business to business (“B2B”) transactions. Software and/or Services are provided by 8trade in SaaS model (Software as a Service).
      11. “Software” shall mean the innovative software provided by 8trade for the purpose of creating Your marketplace by You by automatic means with the possibility of linking the marketplaces between trading markets and creating common trading spaces.
      12. “Party” - You and 8trade are jointly referred to as the “Parties” and each separately as a “Party”.
      13. “Spam” shall mean any electronic communications to promote any of Your products or services.
      14. “You” shall mean a Party of the Agreement other than 8trade – either yourself (if you act on your own behalf) or an entity you are representing.
  2. Account and restricted use
    1. You may use the Services, by registering Your 8trade Account. During the registration process You will be required to provide following information: name, surname, telephone number, email address, company name. We do not ask for this data just out of curiosity. It is needed to identify You, Your needs and expectations as well as to communicate with You. As we live in the 21st century it goes without saying that Your account access data should be protected by you and secured by a secure password. You are solely responsible for keeping confidentiality of Your Account password and any other information regarding Your Account– 8trade is not and will not be liable for any loss or damage from the failure to maintain the security of Your Account and/or password.
    2. Although we are thrilled to start cooperation Internet can be a dangerous place therefore 8trade have right to reject Your application for the Account registration, for any reason, at its sole discretion.
    3. You may use the Services only in the course of your business activities. The Services are not intended for consumers (persons not carrying on business activities) and consumers may not use them. Services may be used only by natural or legal persons who can form legally binding contracts under applicable law. Sorry, but doing business requires maturity and the ability to make legally binding obligations. 8trade may (but is not obliged to) use various techniques to verify the information provided by You. – if 8trade, in its sole discretion, believes any of the provided information is incorrect or false, it reserves itself the right to revoke any and all licenses under the Agreement or to suspend Your Account, according to section 12.1 below.
    4. For the same reasons as described in Section 2.3. above it is prohibited to register the Account by any automated methods (i.e. bots).
    5. All people have their little sins but You are not allowed to use the Services for any illegal or unauthorized purpose. Please comply with all applicable laws, regulations and rules in Your use of the Service and Software and the performance of Your obligations under the Agreement.
    6. You cannot send Spam to any other users of the Services, if it may be recognized as unsolicited commercial communications.
    7. We are proud of the results of our work and put a lot of effort to achieve them, therefore You cannot reproduce, duplicate, copy, sell, resell, modify or exploit any portion of the Service without prior 8trade’s written consent.
    8. You agree not to use the Service in any way that may harm the reputation of 8trade, or which may make it difficult or impossible to provide the Services to other users or use the Services by other users.
  3. Marketpalce and Software
    1. You may use the Services to build up Your own marketplace (“Marketplace”) for the purpose of Business-to-business (B2B) transactions. The process of Marketplace creation is fully automatized. You shall only provide the information requested by the Software, in order to automatically generate Marketplace’s wireframe by the Software, accordingly to the certain scheme. You do not need to invest in technical infrastructure or additional resources to develop the Marketplace.
    2. Your Marketplace may have its own dedicated domain name (agreed separately by You and provided by You). The dedicated domain name should comply with all applicable laws and any cannot infringe any third parties rights.
    3. We are always happy to help or assist You but please remember that 8trade’s Services are only meant to help you set up the Marketplace. 8trade does not operate the Marketplace in any way and does not assume any responsibility or liability for any transactions and activities carried out in or via the Marketplace. To this end, 8trade is not responsible for Your or any third party products published and distributed in Your Marketplace, as it is only acting as a passive conduit for the purpose of publishing or distribution of such products. 8trade takes no responsibility and has no obligation to verify the products offered or published in Your Marketplace in order to determine whether such products or trading them may give rise to liability to third parties or violate applicable law. If 8trade, in its sole discretion or as a result of public authorities notification or other entity reliable notification, believes that publishing or distribution of a certain product is illegal, it will immediately take any and all actions needed to remove such product from the Marketplace. In case of repeated legitimate notifications, 8trade may suspend or delete Your Account.
    4. You will be solely responsible for managing Your Marketplace as at the end of the day it is Your (and nobody else) Marketplace. To make things clear:
      1. Moderation, management, maintenance, development, performing the orders and request and handling all inquiries, complaints or disputes arising from orders or sales generated through the Marketplace are Your responsibilities. 8trade has no obligation to maintain any data related to Your Marketplace operations other than: product data, order data and Customer data stored in the 8trade Software.
      2. You are responsible for all activity on or in connection with your Account and/or Your Marketplace as well as for the Content and hereby state that 8trade does not control any of the abovementioned. You herby represent that You are fully authorized to use as well as to grant license to use the Content as described in this Agreement and that such use of Content by 8trade shall not infringe any rights of any third party.
      3. You are responsible for drafting and publishing the terms and conditions governing use of the Marketplace, implementing the provisions of the T&C and ensuring compliance with applicable laws. Appendix No. 1 should not be regarded as legal advice but as a source of inspiration for drafting your own documents. 8trade does not guarantee the legality of the provisions of Appendix No. 1 and, to the fullest extent permitted by applicable law, disclaims any liability for the consequences of its use and/or implementation.
      4. You are responsible for operating the Marketplace in accordance with all applicable laws, rules and regulations, as well as the Agreement. You are solely responsible for ensuring that any personal data related to the usage of the Marketplace is collected and processed in accordance with all applicable laws, including but not limited the GDPR.
    5. Respective Marketplace may be only owned by one Account owner but one Account may own multiple Marketplaces.
    6. By entering into this Agreement we do not and cant warrant You any kind of exclusivity as our business is providing services to people and entities interested in running their own Marketplaces. In the light of the above 8trade may provide the Services to third parties including Your competitors as well as possible or future competitors. 8trade does not make any promises of exclusivity in any particular market segment. You further acknowledge and accept that 8trade suppliers, service providers, officers, directors, employees, contractors or agents may also use 8trade Services and that they may compete with You.
    7. You hereby represent that:
      1. while using the Services You shall comply with 8trade policies and procedures as well as applicable regulations;
      2. while using the Services You shall comply with any applicable law;
      3. You have obtained, maintain and comply with all the licenses, permissions, authorizations, consents and permits that You need to carry outrun your operations.
  4. Intellectual property and know how
    1. The Services provided by 8trade and all Intellectual property rights therein, are the exclusive property of 8trade.
    2. 8trade does not claim any Intellectual property rights to the materials You provide on Your Marketplace, but by creating an Account you hereby grant 8trade a non-exclusive right and license to use the names, trademarks, service marks and logos associated with Your Marketplace in order to promote and/or provide the Service.
    3. Subject to this Agreement, 8trade, grants You with a non-exclusive, non-transferable, revokable, limited license to access and use the Services through 8trade platform, solely for the purpose of building and maintaining a Marketplace.
    4. The Service method of operation and its structure, organization and the used source code constitute valuable trade secrets of 8trade that we jealously guard. You can’t directly or indirectly (i.a. through any third party): (i) modify, adapt, alter, translate or create derivative works from the abovementioned, (ii) distribute, sublicense, lease, rent, loan or otherwise transfer the abovementioned or access to the abovementioned to any third party (including Your Affiliates), without 8trade prior written consent.
    5. You hereby grant 8trade and its Affiliates an irrevocable, sublicensable, royalty-free, not limited, worldwide license to reproduce Content, distribute Content, create derivative works based on Content, transmit Content, publicly perform Content, publicly display Content solely for the purposes provided in this Agreement as well as agree that 8trade has the right, in its sole discretion, to share or distribute the Content and to either allow or to disallow, any or all web crawlers to index sites or pages or e-stores hosted with 8trade.
  5. Changes to the Service
    1. The Service is based on 8trade Software which may evolve, as it may be updated from time to time. 8trade has the right to update or change the Software from time to time which may add, modify and/or remove features from the Software. The abovementioned updates may be pushed automatically with little or no notice, although 8trade will use reasonable efforts to inform You of any changes or updates that may affect Your use of the Service. 8trade is not responsible if such updates affect any current hardware used or make any device no longer supported or deletes some of the Services elements.
  6. Technical support
    1. Technical support for Services is y provided under the condition that Your Account has not been suspended or terminated.
    2. You may send any questions regarding the Services to 8trade Support via email provided at [email protected].
    3. Frequently asked questions list (“FAQ”) will be posted by 8trade on its website and may be updated from time to time.
  7. Fees, taxes and payment terms
    1. We are providing our services for profit therefore You agree to pay 8trade the fees calculated in accordance with our Rate Card which you can find here: 8tra.de/​​pricing. 8trade reserves the right to modify the Rate Card, in its reasonable discretion from time to time. 8trade will provide You at least thirty (30) days prior notice before making such changes effective. If said changes are unacceptable to You, You may terminate this Agreement upon notice to 8trade, which notice must be received by 8trade prior to the effective date of said changes.
    2. 8trade will invoice You and You agree to pay for: non-refundable monthly subscription and other one-time fees, in advance, including the fees for the license of the Software and Services to be rendered to You by or on behalf of 8trade in the following month.
    3. The invoice shall be paid within fourteen (14) days of the respective invoice delivery for the email address indicated in the Account.
    4. 8trade reserves the right to suspend the Account due to any payment delays after seven (7) days from the payment date of the invoice until such delayed payment has been paid in full.
    5. 8trade does not provide any refunds.
    6. All fees under this Agreement are net amounts (exclude all applicable sales, use and other applicable taxes and government charges - state or foreign). You are solely responsible for payment of such taxes and charges, as well as any related penalties and interest arising from the payment of any and all fees under this Agreement (the abovementioned does not include the taxes based on 8trade income).
  8. Confidentiality
    1. You acknowledge that in connection with this Agreement You may have access to Confidential Information disclosed by 8trade. For the sake of good order provisions of the T&C are not considered to be Confidential Information.
    2. Confidential Information means information and/or data (in any form) concerning 8trade or its Affiliates trade secrets, business operations, business projections, forecasts, marketing studies, sales methods, customers, supply arrangements, financial arrangements, plans, strategies, ideas, commercial relations, market opportunities, computer programs and software methods, source code, computer code and/or tangible and intangible assets which is either designated as confidential when communicated by 8trade to You or which by virtue of nature of that information, You as a receiving person know or ought reasonably to be aware is confidential.
    3. During the term of Services and for one (1) year after its expiry or termination, You shall keep all Confidential Information disclosed by 8trade, confidential and not disclose such Confidential Information to any person other than its employees, directors, officers, representatives, contractors, subcontractors, professional advisors, in accordance with this Section 8.
    4. You shall use the same care to prevent disclosure of the Confidential Information of 8trade as You use to safeguard Your own most valuable proprietary information (including, but not limited to obtaining written non-disclosure agreements containing terms substantially similar to the terms of this Section 8 from all Your personnel having access to Confidential Information) but in no event less than a reasonable degree of care. Your obligations hereunder shall not apply to any Confidential Information which:
      1. was in the public domain other than by breach of these confidentiality obligations at the time it was disclosed,
      2. enters the public domain other than by breach of this Section 8 by You,
      3. is known to You (as demonstrated by reasonably documented proof) at the time of its disclosure to You by 8trade,
      4. is disclosed to You in good faith by a third party who has the right to do so,
      5. is developed by You independently (as demonstrated by reasonably documented proof) of any disclosure by 8trade hereunder, or
      6. is disclosed by 8trade to a third party without the restrictions and obligations imposed upon by this Section 8.
    5. Notwithstanding the foregoing, You may use and disclose Confidential Information to the extent required by i) performance of rights or obligations under this Agreement or ii) an order of any court or other governmental authority, but only after 8trade has been notified and has had the opportunity, if possible, to obtain reasonable protection for such Confidential Information.
  9. Disclaimer of warranties
    1. The Service and Software are provided on “as is” and “as available” basis. 8trade will use its reasonable efforts to keep the Service available 24/7, however the Service or Software may contain inaccuracies or errors that could cause failures or loss of data and it may be incomplete. To the maximum extent permitted by applicable law, the Service and the Software are provided without warranties of any kind, whether express or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, or non-infringement. Without limiting the foregoing, 8trade , its subsidiaries, and its licensors do not warrant that the Services and Software are accurate, reliable or correct; that the Services and Software will meet Your requirements; that the Services and Software will be available at any particular time or location, uninterrupted or secure; that any defects or errors will be corrected; or that the that the Services and Software are free of viruses or other harmful components. Any content downloaded or otherwise obtained through the use of the service is downloaded at Your own risk and You will be solely responsible for any damage to Your computer system or mobile device or loss of data that results from such download or Your use of the Service and/or Software. 8trade does not warrant, endorse, guarantee, or assume responsibility for any product or service advertised or offered by a third party on or through Marketplace and 8trade will not be a party to or in any way monitor any transaction concluded or negotiated on or through Marketplace.
    2. To the maximum extent permitted by applicable law, You expressly acknowledge and agree that the use of Software and Services is at Your sole risk.
    3. In the event of Your dissatisfaction with the Services, You may terminate the Agreement in accordance with Section 12.2 below.
  10. Limitation of 8trade liability
    1. To the extent allowed by applicable law, in no event shall 8trade, its suppliers, service providers, officers, directors, employees, contractors or agents be liable for personal injury or any incidental, special, indirect, consequential or punitive damages, including, but not limited, damages for loss of profits, loss of data, business interruption or any other commercial damages or losses, arising out of or related to this Agreement, Your use or inability to use the Services (however arising, including negligence).
    2. The total cumulative collective liability of 8trade, its suppliers, service providers, officers, directors, employees, contractors or agents for all costs, losses or damages from all claims, actions or suits however caused or arising from or in relation to the Service and/or Software and its use will not exceed the greater of (a) one hundred United States Dollars USD 100 or (b) all amounts paid or due from You, if any, for access to or use of the Service giving rise to the claim during the six (6) months immediately preceding the claim (no matter when payments were actually made). The foregoing limitation of liability shall apply to the fullest extent permitted by law in the applicable jurisdiction and is not intended to, nor does it, require the relinquishment of any non-waivable right afforded to You by law.
  11. Indemnification
    1. You agree to indemnify defend and hold 8trade, its Affiliates, suppliers, service providers, officers, directors, employees, contractors or agents harmless from any claim or demand, including attorneys’ fees, made by any third party due to or arising out of: i) Your use of or access to the Services and/or the Software, ii) Your breach of the Agreement, or Your violation of any law or the rights of a third party, iii) use of the Marketplace by a third party, iv) use of Content. Nothing in the T&C shall be deemed to exclude or limit Your liability in respect of any indemnity given by You under the Agreement.
    2. In no event may You enter into any settlement or like agreement with a third party that affects 8trade’s rights or bind 8trade in any way, without 8trade’s prior written consent.
    3. You waive any claim for damages of any kind or nature against 8trade or its Affiliates and agree Your sole and exclusive remedy for any damages (either in contract or tort) is the return of the fees paid by You to 8trade limited to its total value.
  12. Suspension and termination
    1. At its sole discretion and for any reason set forth in this Section 12.1., 8trade may suspend Your Account, especially if: i) 8trade believes You have been in breach of any provisions of the T&C or other documents constituting the Agreement or ii) if 8trade believes You have engaged in fraudulent activity in connection with the use of the Services or iii) if You fail to make any payment when due. In the event of any such suspension You will be notified and given an opportunity to correct any breach being the reason of such suspension. In the event such breach is not corrected by You within seven (7) business days ("Cooling-off period”) of the receipt of such notice the Account may be terminated under Section 12.2 below. Fees under this Agreement will continue to accrue on suspended Account as if it was not suspended and You will be responsible for the payment of such fees, in accordance with Section 7 above.
    2. The Agreement shall remain in full force and effect until it is terminated in accordance with this Section 12.2. The Agreement may be terminated either by 8trade: (i) as provided in this Agreement or (ii) with immediate effect after Cooling-off period comes to an end or (iii) upon thirty (30) days email notice, that shall have an effect at the end of the accounting period. You may terminate this Agreement upon thirty (30) days email notice, that shall have an effect at the end of the accounting period ..
    3. In the event of expiration or termination for any reason, the licenses granted under Section 4.3 above, shall automatically and immediately cease and You shall destroy all copies of the Software in Your possession, if any.
    4. In the event of expiration or termination for any reason, 8trade will cease providing You with the Services and You no longer be able to use Your Account and Your Marketplace website will be taken offline.
  13. Final provisions
    1. 8trade reserves the right to modify the T&C, in its reasonable discretion from time to time. If the change to the T&C will materially impact Your use of the Services, 8trade will provide You at least thirty (30) days prior notice before making such changes effective. If such material changes are unacceptable to You, You may terminate this Agreement upon notice to 8trade, which notice must be received by no later than 30 days after such changes are effective, without further liability after the effective date of termination. Any other (non-material) change is effective as of the date the T&C are updated at 13.03.2022. Your continued use of the Services after the effective date of the changes to the T&C, will indicate acceptance by You of such changes.
    2. We are independent Parties and the Agreement does not constitute an agreement of partnership or joint venture between the Parties.
    3. The T&C as well as the Agreement shall be governed by and interpreted in accordance with the laws of Republic of Poland. To the extent legally permissible, the exclusive place of jurisdiction for any disputes arising out of the Agreement and T&C shall be Szczecin, Poland.
    4. The Software allows You to communicate with the Customer directly through Your Account.
    5. Your data shall be processed in accordance with the provisions of 8trade Privacy Policy.
    6. The T&C may be available in languages other than English. To the extent of any inconsistencies or conflicts between English version of the T&C and other language version, the English version shall prevail. Any disputes arising out of this T&C will be resolved in English, unless otherwise determined by 8trade or as required by applicable law.
    7. These T&C shall be binding upon and inure to the benefit of the Parties and to their respective heirs, successors, permitted assigns and legal representatives. 8trade is permitted to assign or otherwise transfer these T&C without notice to You (and without Your consent). You are not permitted to assign or otherwise transfer the T&C or any of Your rights or obligations hereunder, to any third party (including Your Affiliates), without 8trade prior written consent.
    8. If any provision of these T&C proves to be invalid, void, otherwise legally defective or unenforceable, the remainder of the T&C shall continue in full force and effect. In the event of a provision being invalid, ineffective, otherwise legally defective or unenforceable, such provision shall automatically be replaced by a lawful provision that most nearly represents Parties intentions as reconstructed from the text of these T&C.
    9. Sections 4.1.; 7; 8; 9; 10; 11 and 13 will survive the termination or expiration of these T&C or Agreement.

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