Brand User Agreement

1.1 The following definitions explain some of the terminology and abbreviations used in our Terms of Service:

Terms / Agreement — Refers to the latest version of this Terms of Service document.

Site — Refers to the PrismaNote website available at prismanote.com, or any other URL of PrismaNote websites or services.

Platform — Collectively refers to Site and Services.

Brand / You — Refers to the brand or vendor registered on our platform.

We / Us / PrismaNote — Refers to PrismaNote, the Site and its partners and affiliates.

Privacy Policy — Refers to the privacy policy document that governs the rules of collection, use and storage of information provided by brands.

Third Party — Any application, website, natural or legal entity other than PrismaNote.

Content — Any images, text, audio and video data or other information contained on the Platform.

Brand Information / Brand Data — Content provided by Brands.

Services — The services provided by PrismaNote as displayed on the Site.

Software — The applications and functionality provided with the Services.

Subscription Period — The period of time that your subscription is active with us.

Subscription Fee — The cost of the subscription for the selected subscription period.

Effective Date — The date the subscription fee payment is processed.

Confidential Information — Any information disclosed between the parties to this Agreement in connection with the Services, including content available only to registered brands. Confidential Information does not include information known to either party prior to disclosure, information made available to the public, or information intended and disclosed for publication.

General — 2.1 PrismaNote provides a platform for Brands to use online solutions, content, storage and other services fully described on the Site. Access to these Services is available upon registration via the appropriate forms on the Site.

2.2 PrismaNote does not warrant that the Services will meet your requirements or be available on an uninterrupted, secure or error-free basis. We will take and implement all reasonable measures to maintain the security and integrity of the information provided by Brands. Brands can request detailed information about our security measures via info@prismanote.com. PrismaNote cannot and does not guarantee 100% uptime of its Services. Services may be down (i) due to scheduled maintenance, (ii) force majeure events, (iii) for specific users due to account suspension or termination, (iv) internet problems outside PrismaNote's area of influence, (v) bugs in code, hardware or Services without a commercially known solution.

2.3 During the Subscription Period, PrismaNote undertakes to provide the Brand with customer support where necessary and within its capabilities. Brand agrees that PrismaNote is not responsible for any issues that are not caused by the Services or the Platform.

2.4 PrismaNote acts as an intermediary between all parties that use the PrismaNote platform. PrismaNote cannot and does not guarantee that all information about, for example, products, brands, collections and companies is accurate, although we take all reasonable steps to verify information. PrismaNote is not liable for any disputes between brands, retailers and consumers, nor can PrismaNote be held responsible for any loss or leakage of information.

2.5 PrismaNote collects and provides information about products and brands on behalf of Retailers who resell these specific brands for use on their website, webshop and in other marketing materials.

2.6 This Agreement only concerns the relationship between PrismaNote and Brands. Nothing in this Agreement shall be understood or interpreted as a promise or obligation of PrismaNote in the relationship between Retailers and Brands, nor any provision of any agreement between Retailers and Brands.

2.7 If a retailer is not allowed by a Brand to list and/or sell the products on its website, you as a Brand are obliged to inform us within 7 working days via info@prismanote.com. We reserve the right to remove specific products from a retailer's website/range if necessary. This decision is made at our sole discretion.

Online Marketing — 2.8 PrismaNote provides online marketing services including development, organization and content for social media advertising. Advertising content may be provided by PrismaNote, Retailer, Brand or other third party. PrismaNote only provides content for advertisements for which we have an appropriate license or reason to believe that we may use such content. Brands may provide their own content for the advertising campaign, in which case the Brand hereby understands and agrees that it will only provide content for which it has appropriate verifiable permission to use for advertising purposes and that such content may be sublicensed.

2.9 In the event Brand provides its own content for advertising, display on the website, or for display in a new post, you hereby grant to PrismaNote a royalty-free, sublicensable, worldwide license to use in advertising or to use such content on websites and webshops. In some cases, brands may offer their own advertising campaign that may be available to all retailers who supply branded goods. Such campaigns may incur additional costs.

2.10 PrismaNote reserves the right to freely find and download creative content from the web of any brand operated by a company and use it on behalf of the retailers who have assigned your brand(s) to their store.

2.11 Some marketing campaigns require you to provide email addresses of your retailers or partners that you wish to include in the marketing campaign (brand data). We use this list in accordance with our processing agreement and inform them about the campaign and how they can participate.

2.12 Certain costs may be associated with marketing campaigns. PrismaNote provides an estimate of the campaign costs before the marketing campaign is launched. You will have the option to share marketing costs with Retailers or to fund the campaign yourself. All costs that fall on the brand are paid before the start of the marketing campaign.

2.13 PrismaNote takes reasonable steps to ensure that marketing campaigns are effective, but PrismaNote makes no warranties or guarantees as to the effectiveness or quality of the marketing campaign and its results.

2.14 If a company sends a campaign email via the PrismaNote platform to a retailer outside its own dealer area, PrismaNote cannot be held responsible for this. Brands may only provide email addresses of their own dealers. PrismaNote is not responsible for who receives the emails.

2.15 You as a brand/company will not receive any compensation for, for example, recruiting new customers or prospects, unless agreed in writing in advance.

Fitness — 3.1 By registering to use the Services, you confirm that you are at least 18 years old. By using our Services, you confirm that (i) you have full legal capacity to form a binding relationship, (ii) you will provide reliable, accurate, current and complete information where necessary, (iii) you will not use any Services in violation of these Terms or any applicable law. If you are accessing our Services on behalf of a legal entity, you further confirm that you are properly authorised to bind such entity and that the entity has full authority to enter into and perform this Agreement.

3.2 We may not have control over who uses the Platform, so it is up to you to assess whether use of the Platform is in accordance with local laws and regulations. If any part of the Platform does not comply with your local law, you may not use the Platform. Such service is considered 'not available in your region'.

Registration — 3.3 During the registration process you will be asked for some personal data, the collection, use and storage of which is governed by our privacy policy and applicable law. Brands are required to provide truthful, accurate, current and complete information. If you provide information that violates the above terms, we may deny or terminate your access to parts of our Services.

3.4 You understand that it is your responsibility to keep your login details confidential. You are responsible for all activities under your account. If you ever learn or suspect that someone has accessed your account without authorization, you are advised to notify us immediately.

Subscription — 3.5 The standard subscription period for the Services is one month. The subscription period starts on the effective date and ends on the same day in the following month. If the month in which the Subscription Period ends does not have the date corresponding to the Effective Date, the Subscription Period will end on the last day of that month.

3.6 The subscription period will automatically renew at the end of the current subscription period for the same duration. Subscription fees for the renewed period will be calculated in accordance with the prices in effect five (5) days prior to the expiration of the current Subscription Period. You may cancel auto-renewal in your vendor account at least twenty-four (24) hours prior to the expiration of the current Subscription Period. You cannot cancel the subscription period you have already paid for and we do not offer refunds.

3.7 PrismaNote may offer a free trial period or free access to Services not covered by the subscription. Any unused portion of a free trial period, if offered, will be forfeited when the retailer purchases a subscription.

Contact — 3.8 By providing us with your email address, you agree that we may contact you using such details for all matters relating to the Services (Service Emails). These emails do not constitute unsolicited commercial email advertising and you cannot opt out of receiving them. You may opt in to receive promotional emails and you may opt out of those at any time.

3.9 If you have any questions or suggestions, please contact us at info@prismanote.com.

4.1 You agree not to misuse our Platform. Misuse is any form of use, access to or disruption of the Platform in violation of the Terms, the Privacy Policy and applicable laws and regulations. We may, in our sole discretion, suspend or terminate access to all or parts of the Platform without prior notice. While using our platform you will not, without limitation: (i) send unauthorized commercial communications such as spam; (ii) collect content or information without consent or access the Platform using automated means; (iii) upload viruses or other malicious code; (iv) bully, harass or harass another user; (v) post or transmit content that is illegal, hateful, obscene, threatening, abusive, defamatory, infringes intellectual property rights, invades privacy, or contains gratuitous violence; (vi) impersonate any other person or entity or restrict or prevent any other person from enjoying the Platform; (vii) take any action that imposes a disproportionately large usage load on our Platform; (viii) post or transmit content that is misleading; (ix) communicate content you are prohibited from making available under any law or contractual relationship; (x) participate in pyramid schemes, surveys, chain letters or spam; (xi) post hyperlinks to other websites in violation of these Terms; (xii) facilitate or encourage any violation of these conditions.

4.2 Brands are solely responsible for their own Content and the consequences of making the Content available to third parties.

4.3 If for any reason your account is suspended, banned, restricted, blocked, terminated or otherwise disabled by PrismaNote, you agree to abide by such decision. You may not create another account with the intent to circumvent these restrictions.

Property rights — 5.1 The copyright and all intellectual property rights in the Platform belong to PrismaNote or are used with appropriate permissions. This includes design, database rights, trademarks, text, images, code, files and links, and the selection and arrangement thereof. All rights are reserved. Nothing in this Agreement transfers such intellectual property rights to you or any other third party.

5.2 Subject to your compliance with this Agreement, we grant you a limited, non-exclusive, non-transferable, non-sublicensable license to access and use the Platform and Content. Except as expressly permitted in this Agreement, you may not: copy, modify or create derivative works based on the Platform or Content; distribute, transfer, sublicense, lease, lend or rent the Platform or Content to any third party; reverse-engineer, decompile or disassemble it; or make the functionality of the Platform or the Content available to multiple Brands in any way.

Notice of infringement — 5.3 If you believe that your work has been copied in a manner that constitutes copyright infringement, please provide the following information to our copyright agent: an electronic or physical signature of the person authorized to act on behalf of the rights owner; a description of the copyrighted work claimed to be infringed; the location of the allegedly infringing material on the Site; your name, address, telephone number and email address; a statement that you have a good-faith belief that the disputed use is not authorized; and a statement made under penalty of perjury that the information is accurate and that you are the rights owner or authorized to act on the owner's behalf.

5.4 Our copyright agent can be reached via email: info@prismanote.com.

Brand Content — 5.5 Brands retain all right, title and interest in and to the Brand Content they provide through the Platform. By providing the Brand Content, Brands grant us a limited, non-exclusive, transferable, sublicensable license to host, reproduce and process such Brand Content for the purpose of providing the Services, marketing purposes, or customer support. PrismaNote will not use Brand Content in violation of these terms.

5.6 Given that we do not monitor the Content of the Brands and Retailers, you agree to notify us immediately if you become aware of any illegal activity or activity in breach of these Terms. We reserve the right to remove any content which we believe violates these terms or relevant laws, without notifying the brands or providing a reason. You acknowledge and agree that PrismaNote bears no obligation with respect to the risk, damage or loss that may arise from any content submitted to or distributed on the Platform.

Third party content — 5.7 Certain content on the Platform, such as advertisements, may be provided by third parties. We are not responsible for such content, nor do we monitor or control content provided by third parties.

Confidential information — 5.8 During the term of this Agreement, both parties may disclose Confidential Information. Both parties hereby agree (i) to hold Confidential Information in the strictest confidence, (ii) to take all reasonable steps to protect its confidence, (iii) not to disclose it to any third party without prior written consent, (iv) to use Confidential Information only for its intended purposes, and (v) to destroy or return all Confidential Information upon written request or upon termination of the Agreement.

6.1 The prices for the Services are stated on the Site and are exclusive of VAT and other applicable taxes. You understand and agree that it is your responsibility to pay any applicable taxes for your use of the Services.

6.2 When you subscribe to the Site, you can choose the payment method. If you pay by credit card, you must provide valid and up-to-date information necessary to process the payment. You authorise us to charge your credit card for all charges incurred while using the Services.

6.3 Subscription fees are calculated at the time registration is submitted to the Site. The subscription fees for the current subscription period are not affected by changes to the service price as described in section 6.6.

6.4 You authorise us to charge your credit card for the subscription fee at the expiration of the current subscription period, unless auto-renewal is turned off at the time payment is processed.

6.5 If any amount is not paid by the due date, we reserve the right to charge interest on the amount due at 1.5% per month or the maximum interest permitted by law, whichever is lower.

6.6 We reserve the right to change prices at any time without notice. Such changes will not affect the seller's current subscription period. Prices in effect five (5) days prior to the renewal of the Subscription will be applied for payment of the extended Subscription Period.

7.1 The Services may be made available or accessed in connection with third party services and content (including advertisements) over which PrismaNote has no control. We may also provide you with links that lead to third parties. You acknowledge that different Terms of Service and Privacy Policies may apply to your use of such third-party services and content. PrismaNote does not endorse such third-party services and content and is in no way responsible or liable for any products or services from such third-party providers.

8.1 You indemnify PrismaNote and its employees and affiliates from and against all claims, disputes, demands, liabilities, damages, losses, and costs and expenses, including reasonable legal and accounting fees, arising out of or in any way related to your access to or use of the Site and our Services, content you provide, or your violation of these Terms.

9.1 You agree that, to the extent permitted by applicable law, your sole and exclusive remedy for any problems or dissatisfaction with PrismaNote is to stop using the Services.

9.2 To the maximum extent permitted by applicable law, PrismaNote's employees, officers, agents, affiliates, successors, suppliers, assignees or licensors are not liable for any indirect, special, incidental, consequential damages or loss of profits or income, direct or indirect, or any loss of data, goodwill or other intangible loss arising out of your access, use of, or inability to access or use the Platform, third-party applications or content, regardless of legal theory, even if PrismaNote has been advised of the possibility of such damages.

9.3 PrismaNote, its employees, owners and directors assume no liability whatsoever and you hereby agree to release us from any liability arising (directly or indirectly) from the information provided through the Platform, or any errors or omissions in the information on the Platform. PrismaNote shall not be liable for any loss (direct or indirect) caused by your actions or decisions based on your reliance on the information you obtain through the Site, nor caused by the delay, failure of operation or availability of the Platform.

10.1 PrismaNote may make changes or replace our Service Agreement at any time. We will post such changes, replacements and updates on the Platform and they will be effective immediately upon posting. You agree to keep yourself informed with the latest posted Terms of Service Agreement and you accept such modification, replacement or update if you access or use our Service after we have posted the updated Terms of Service.

11.1 Either party may terminate this Agreement with notice for any reason. The Brand may terminate this Agreement without notice. PrismaNote may terminate this Agreement without cause upon fifteen (15) days' notice. PrismaNote may terminate this Agreement with notice and with immediate effect if Brand: (i) violates this Agreement; (ii) fails to make payments due; (iii) misuses the Services or uses the Services in violation of the Acceptable Use Policy; (iv) engages in fraudulent or illegal activity.

11.2 Upon termination of this Agreement, the Brand will not be able to use the Services and we may immediately remove any content of the Brand on the Platform. If the Agreement is terminated, the Brand immediately owes PrismaNote the fees due. PrismaNote is not responsible for any damages caused by the termination of this Agreement.

11.3 This Agreement will automatically terminate upon expiration of the current subscription period if the Brand has disabled the auto-renewal option in its account.

11.4 Brands are advised to download all Brand Content to storage independent of the Platform in the event they wish to terminate this Agreement.

12.1 This Agreement shall be governed by and construed in accordance with Dutch law, without regard to its conflict of law provisions, as applied to contracts entered into in the Netherlands and to be performed by Dutch residents. You agree that if you have a dispute with PrismaNote, you will contact us to resolve it through negotiation and mutual understanding. If the solution cannot be reached through negotiation, you agree and hereby submit to the exclusive jurisdiction of the official courts in the city of Amsterdam.

13.1 Publicity — All media communications, public announcements, and public disclosures by the Brand relating to this Agreement or its subject matter, including promotional or marketing materials, must be coordinated with and approved by PrismaNote and the Brand prior to release. PrismaNote will not display the Brand's logo, retailers or other information on the Site or any other marketing materials without the prior written consent of the Brand. The Brand may publish the PrismaNote logo to the extent necessary to identify the Brand as a PrismaNote customer. PrismaNote may request that the Brand remove PrismaNote's logos from their respective websites, and Brands agree to comply immediately upon receipt of such request.

13.2 Transfer — Each party may only assign or transfer its rights or obligations under this Agreement with the prior written consent of the other party (such consent not to be unreasonably withheld).

13.3 Entire Agreement — The terms of this Agreement constitute the entire agreement between the parties with respect to the subject matter hereof and supersede all prior agreements, understandings or arrangements between the parties, whether oral or written, with respect to the same. Neither party shall have any remedy in respect of any false statement made by the other upon which that party relied in entering into this Agreement (unless such false statement was made fraudulently).

13.4 Severability — If any part of these Terms is found to be invalid, illegal or unenforceable in any respect, the validity or enforceability of the rest of the Terms will not be affected.

13.5 Titles — Section titles in the Terms are for convenience only and have no legal or contractual effect.

13.6 Force Majeure — For the purposes of this Agreement, force majeure means any event occurring beyond the reasonable control of the party involved (including any industrial dispute affecting a third party, government regulations, fire, flood, disaster, civil commotion or war). A party that becomes aware of a force majeure event that gives rise to a failure or delay in the performance of its obligations under this Agreement shall immediately notify the other party. The party concerned will take reasonable measures to mitigate the effect of the force majeure situation.

13.7 Waiver — The failure to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of that right or provision.

13.8 Language — These Terms may be available in multiple languages, but the English version is considered the authentic and official version.