1. ADDITIONAL TERMS AND CONDITIONS
1.1. In addition to these Terms, Recommend may agree on further terms and conditions with users. In that case, the provisions of the specially agreed terms and conditions shall prevail.
1.2. In particular, consent to additional agreements or licenses for the use of certain features or software may be requested, provided that such agreements or licenses are legal and the consent is reasonable for the User.
1.3. Terms and conditions regarding the website that deviate from them and / or that are in any other way contradictory, Recommend expressly rejects, including the provision of services in individual cases, without the user objecting to the terms.
1.4. The descriptions of Recommend services on the website, apps, APIs, and widgets and in comparable promotional materials do not constitute any warranty or guarantee as to their nature, nor any other type of warranty.
2. USING RECOMMEND
2.1. You may use Recommend only if you can legally form a binding contract with Recommend, and only in compliance with these Terms and all applicable laws. When you create your Recommend account, you must provide us with accurate and complete information. You can’t use Recommend if it would be prohibited by U.S. sanctions. Any use or access by anyone under the age of 13 is not allowed. If you’re based in the European Economic Area (hereinafter: EEA), you may only use Recommend if you are over the age at which you can provide consent to data processing under the laws of your country. Using Recommend may include downloading software to your computer, phone, tablet, or other device. You agree that we may automatically update that software, and these Terms will apply to any updates.
2.2. Recommend reserves the right to require users to properly confirm these terms.
2.3. Subject to these Terms and our policies (including our Community Code), we grant you a limited, non-exclusive, non-transferable, and revocable license to use our Service.
2.4. For the purposes of these Terms, a user registered as a customer is any natural person who enters into a legal transaction for purposes that are predominantly outside his trade, business, or profession.
2.5. If you want to use Recommend for commercial purposes (“users registered as merchants”) you must create a business account and agree to our Business Terms & Conditions. If you do open an account for a company, organization, or other entity, then "you" includes you and that entity, and you promise that you are authorized to grant all permissions and licenses provided in these Terms and bind the entity to these Terms and that you agree to these Terms on the entity's behalf. A user registered as a merchant can be a natural or legal person or a legally responsible partnership that performs its commercial or independent professional activity when concluding legal transactions.
2.6. If you're a content creator and you want to use Recommend for commercial purposes, you'll need to create a content creator account and agree to our Content Creator Terms & Conditions. If you create an account as a content creator, then "you" refers to both you and the brand as a content creator, and you promise that you have the authority to grant all necessary permissions and licenses outlined in these Terms on behalf of your behalf as a content creator and that you accept these Terms. User registered as the content creator can be a natural or legal person or a legally responsible partnership that performs its commercial or independent professional activity when concluding legal transactions.
2.7. Every User, not excluding Merchants and Content Creators, are liable and responsible for paying the required social fees & taxes in their home country, if required. This means that Recommend, Inc. is not bound to pay social security charges for you in US or in any other country.
3. CHANGES IN THE SCOPE OF SERVICE OF RECOMMEND
3.1. One of the key aspects of Recommend's services is the constant development of the website. This development implies possible adjustments to technical and legal progress and respect for user expectations in the use of the website.
3.2. In connection with continuous development, Recommend is allowed to change the website as well as its functions without creating a defect, as long as this change is reasonable and does not jeopardize the purpose of the contract. This is especially the case when:
Changes that benefit the User;
If it is a matter of adapting services to the applicable law in order to create compliance, especially if the legal situation has changed;
If a change is required for Recommend to comply with judicial or administrative decisions;
If a change is required to close existing security gaps;
If the change is exclusively a technical or process structure without significant impact on the user;
Changes without significant impact on functions do not count towards changes in this regard. This is especially true for visual changes and simple changes in the order of functions.
3.3. Recommend informs that access to freely available functions is not guaranteed. Any restrictions can only be enforced if they are reasonable.
4.1. At Recommend, we provide a platform for merchants and content creators to post a variety of content, such as photos, videos, reels, links, and other materials, all with the goal of enhancing the shopping experience on our platform. While we retain all rights to the content that is posted on our platform, we do so with the intent of improving the overall user experience.
4.2. It's important to note that any content posted that does not comply with our content guidelines (which can be found in Bussiness Terms & Conditions & Content Creator Terms & Conditions) will be the sole responsibility of the entity that posted the content. In the event of any legal action, Recommend will not be held liable for any such content.
4.3. At Recommend, we and our content creators work together to provide a seamless shopping experience for our users. To help facilitate this, we require a non-exclusive, royalty-free, transferable, sublicensable, worldwide license to use, store, display, reproduce, save, modify, create derivative works, perform, and distribute your content on our platform.
4.4. This license is solely for the purpose of operating, developing, providing, and using Recommend, and is intended to help us optimize the user experience. However, this license does not limit any other legal rights that Recommend may have to your content under other licenses.
4.5. We reserve the right to remove or modify any content that we believe violates our Terms, Community Code, or any other relevant policies. If any modifications or changes are made to your content, it will always be done so with the intent of providing the best user experience possible.
4.6. Following the termination or deactivation of your account, or if you remove any Content from Recommend, we may keep your Content for a necessary period of time for backup, archival, or audit purposes. Recommend and its Merchants or Users may retain and continue to use, store, display, reproduce, re-share, and distribute any of your Content that other users have stored or shared on Recommend.
4.7. We value hearing from our users, and are always interested in learning about ways we can make Recommend more awesome. If you choose to submit comments, ideas, or feedback, you agree that we are free to use them without any restriction or compensation to you. By accepting your submission, Recommend doesn’t waive any rights to use similar or related feedback previously known to Recommend, developed by its employees, or obtained from sources other than you.
5. CONCLUSION, DURATION AND TERMINATION OF THE AGREEMENT
5.1. The agreement with and between Recommend and the User (“Agreement“) is concluded after User makes registration at Recommend website, apps, APIs, and widgets by creating an account with access using login data of their choice and accepting these Terms or other terms specified herein. By registering, the user undertakes to use the website, apps, APIs, and widgets exclusively in accordance with these Terms.
5.2. The user registered as the customer has to create an account by entering an e-mail and password or it can register using Google, Facebook, or Apple accounts. User registered as a merchant or user registered as a content creator in order to register is obliged to provide to Recommend including but not limited to accurate and complete information in particular to a company name, street, postcode, city/town, country, contact name, telephone number, and e-mail address as well as value added tax identification number (“VAT identification number “) or any other unambiguous identification of the company for tax purposes that is legally required or otherwise required for national or international transactions between companies or business partners (“ User Information“). Recommend has the right to verify the users registered as merchants or as content creators and require them to present documents confirming the authenticity of the User Information without undue delay.
5.3. The users registered as merchants or as content creators are obliged to regularly update all user data and all documents submitted for publication on the website, apps, APIs, and widgets as long as the Agreement is in force in accordance with these Terms. This applies in particular to the user details set out in section 5.2. The user is able to make any necessary changes using the features available on the Recommend website, apps, APIs, and widgets.
5.4. The users registered as merchants or as content creators assume sole responsibility for the content of their registration and for the user details given in this context. These users provide security in the veracity of user data. Providing false information will result in immediate termination of the Agreement and blocking access to the website, apps, APIs, and widgets, provided that this is reasonable and not objectively inappropriate for the user, taking into account the significance of the incorrect information and the intention of the user.
5.5. Agreements are concluded for an indefinite period.
5.6. Recommend may terminate or suspend your right to access or use Recommend for any reason on appropriate notice. We may terminate or suspend your access immediately and without notice, if we have a good reason, including any violation of our Community Code. Upon termination, you continue to be bound by Section 4, Sections 12, 13, 16 and 17 of these Terms.
6.1. The User is prohibited from disclosing his login details to third parties. The User may disclose the details for registration of his employees for official and proper business purposes if the User obliges these employees to respect and abide by these Terms.
6.2. The User is advised to choose a secure password based on the latest technology and, in his own interest, to take all necessary steps to protect the password from unauthorized disclosure and use.
6.3. The user is obliged to notify Recommend without undue delay if he suspects, believes, or knows that his unauthorized third parties have used it for unauthorized access to the website, apps, APIs, and widgets. If Recommend suspects that user login information has been used without authorization, Recommend reserves the right to take the necessary steps, in particular, to prevent access to the site with the login information in question, either temporarily or permanently. If due to the User's fault, third parties use the login data illegally, the User is liable for all losses incurred and must reimburse them accordingly. The costs incurred as a result of such use shall be borne by the User.
7.1. Recommend allows users registered as customers to make purchases from retailers which may qualify for cashback in their Recommend Wallets. Recommend Wallet is a digital wallet on which users registered as customers receive Affiliate Fee.
7.2. This is how it works. Recommend receives an affiliate fee ("Affiliate Fee") for qualifying purchases the users registered as customers makes from a merchant (“Qualifying Transaction”). The Affiliate Fee is payable to Recommend by the merchant once the merchant confirms that a Qualifying Transaction has been made.
7.3. On receipt of the Affiliate Fee that Recommend receives, Recommend will make cashback payments to the Recommend Wallet of the user registered as customer in accordance with the terms of this Agreement (“Cashback”). Please note that there are various circumstances in which a transaction with a merchant may not constitute a Qualifying Transaction and may not result with Cashback. There are various circumstances in which sums will not appear in Recommend Wallet of the users registered as customer, and will be forfeited to us, namely:
The transaction in question is cancelled after it has been entered into, for example where a purchased product is returned or a right to cancel the transaction is exercised; the return policies and rights to cancel transaction may differentiate between merchants in which cases the transaction will be approved by Recommend once the terms and conditions of each merchant is fulfilled i.e. there are no more rights of customers to cancel transaction or return the purchased goods
A Balance is attributed to user registered as customer that has been associated with any fraudulent activity or any breach of this Agreement
7.4. Users registered as customers who have entered into Qualifying Transactions for which Affiliate Fees have been received by us will be able to see a positive account balance on their Recommend Wallet (a "Balance") which will reflect the applicable cashback rate advertised on the Recommend website, apps, APIs, and widgets for the Qualifying Transactions. A Balance does not itself represent a sum of money held by Recommend on an user's registered as customer behalf.
7.5. Users registered as customers can use Balance to for other purchases on Recommend website, apps, APIs, and widgets or make transfer to their PayPal account. Note that transfer to Paypal may be subject to terms and conditions of PayPal which might restrict the maximum or minimum payment that you can receive on your PayPal account.
7.6. When we refer to merchants, we mean sellers and suppliers of goods or services that agree to enter into Qualifying Transactions and pay us Affiliate Fees.
8. THIRD PARTY LINKS, SITES, SERVICES, AND TERMS AND CONDITIONS
8.1. Recommend may contain links to third party websites, advertisers, services, special offers, or other events or activities that are not owned or controlled by Recommend. We don’t endorse or assume any responsibility for any such third party sites, information, materials, products, or services. If you access any third party website, service, or content from Recommend, you do so at your own risk and you agree that Recommend has no liability arising from your use of or access to any third party website, service, or content.
8.2. Recommend does not assume any responsibility for any terms and conditions of third party services. If you accept any third party terms and conditions, you do so at your own risk and you agree that Recommend has no liability arising from such acceptance.
9. COPYRIGHT POLICY
9.1. Recommend has adopted and implemented the Recommend Copyright Policy in accordance with the Digital Millennium Copyright Act and other applicable copyright laws. For more information, please read our Copyright Policy.
10. ILLEGAL USE, SUSPENSION
10.1. Users may use the Recommend website, app, APIs, widgets only in a manner that or for purposes not inconsistent with these Terms or the law as applicable or does not infringe the rights of third parties. In this regard, the User undertakes in particular:
not to use the website, app, APIs, widgets to post defamatory, obscene or otherwise illegal material or similar information;
will not insult, harass or slander other users;
not to infringe the copyrights, trademarks or industrial property rights of other users or third parties by using the website, app, APIs, widgets;
not to send spam;
send e-mail to other users solely for the purpose of production requests or to publish production offers;
not transmit data to a website that contains malware or a virus;
not to transfer data to the website containing software that is protected by copyright and / or any other materials protected by copyright if the User does not have the appropriate rights or has not received the necessary consent from the holder of these rights;
not to use the website to trade in goods and / or services that do not comply with import-export regulations, including security regulations.
10.2. Recommend is free to take the necessary steps in the event that the User intentionally or negligently violates these Terms or applicable law. In the event of minor breaches, these necessary steps may only be a warning issued by Recommend to the user to violate the Terms, applicable regulations or the concept of good faith and trust or good conduct. The largest violations may result in a temporary or complete suspension of access to the user's website or that Recommend has the right to terminate the contract without notice.
11. WEBSITE AVAILABILITY
11.1. Recommend makes every effort to avoid the site being restricted or disrupted, and excluded, interrupted or otherwise obstructed (“Interruptions”) if technically possible and technically controlled by Recommend. Based on the current state of communication technology, however, Recommend cannot completely eliminate or prevent interference. This applies to all content and modes of transmission outside the sphere of influence of Recommend, and in particular to cases of force majeure. In the event of interference for which Recommend is responsible and liable, Recommend's liability is based on sections 13 and 14 of these Terms.
11.2. The maintenance and further development of the website may result in temporary interruptions. Recommend will ensure that the duration and scope of such interruptions are limited to a level that is reasonable for the user.
11.3. Recommend uses technical safeguards to protect its systems from malware and unauthorized third party content (such as viruses, Trojan horses, spam, and other malware). This includes the use of filter systems wherever they are particularly useful for the protection of telecommunications and data processing systems.
12. WARRANTY AND DAMAGES
12.1. To the extent practicable in the ordinary course of business, customers must check Recommend's services without undue delay and must notify Recommend of any deficiencies without undue delay. Defects must be reported without undue delay, giving an understandable presentation of the symptoms of the error, if possible with evidence in writing, screenshots or other documents illustrating the deficiencies in writing (emails will suffice). The legal obligation to inspect users and the duty to report deficiencies remain unchanged.
12.2. Claims for damages are subject to the qualifications set out in section 13.
12.3. Defective claims will not be valid in the event of a negligible deviation from the agreed or assumed quality or in the event of a negligible impairment of the usability of Recommend's services in accordance with the purpose of the Agreement. Recommend does not specifically take responsibility for:
inaccurate information from the user regarding user data provided during registration or other data transmitted by the user to the website or otherwise provided in any other way;
uninterrupted availability of the website or possible interruptions, interruptions or malfunctions related to the system or network in the installations or services of the website, if they are outside the area of influence of Recommend; especially not for errors due to force majeure or failure of communication networks and gateways;
minor malfunctions on the site;
unauthorized acquisition or use of personal third party data (for example due to unauthorized access as a result of database hacking), provided that Recommend is not found guilty and there is no legally or contractually liable liability;
guarantees of any kind given by the User to other Users;
the correctness or completeness of user data or other data that the user has uploaded to the website or provided in any other way;
12.4. The statute of limitations for the realization of the request for deficiency is 6 (six) months.
12.5. By accepting these Terms, User agrees to indemnify Recommend at Recommend's first request against all claims and costs claimed by other Users arising out of willful or negligent violation of these Terms or the law by User as applicable.
12.6. If you use Recommmend for commercial purposes (i.e., you are not a consumer) without agreeing to our Business Terms & Conditions as required by Section 2.5. of these Terms, you agree to indemnify and hold harmless Recommend Inc, Recommend Adriatic d.o.o., their affiliates and their respective officers, directors, employees and agents, from and against any claims, suits, proceedings, disputes, demands, liabilities, damages, losses, costs and expenses, including, without limitation, reasonable legal and accounting fees (including costs of defense of claims, suits or proceedings brought by third parties), in any way related to your access to or use of our Service, your Content, or your breach of any of these Terms.
13. LIMITATION OF LIABILITY
13.1. TO THE MAXIMUM EXTENT PERMITTED BY LAW, RECOMMEND SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS OR REVENUES, WHETHER INCURRED DIRECTLY OR INDIRECTLY, OR ANY LOSS OF DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, RESULTING FROM (A) YOUR ACCESS TO OR USE OF OR INABILITY TO ACCESS OR USE THE SERVICE; (B) ANY CONDUCT OR CONTENT OF ANY THIRD PARTY ON THE SERVICE, INCLUDING WITHOUT LIMITATION, ANY DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT OF OTHER USERS OR THIRD PARTIES; OR (C) UNAUTHORIZED ACCESS, USE OR ALTERATION OF YOUR TRANSMISSIONS OR CONTENT. IN NO EVENT SHALL RECOMMEND'S AGGREGATE LIABILITY FOR ALL CLAIMS RELATING TO THE SERVICE EXCEED ONE HUNDRED U.S. DOLLARS (U.S. $100.00).
13.2. If we cause damage to you and you're a consumer in the EEA, the above doesn’t apply. Instead, Recommend’s liability will be limited to foreseeable damages arising due to a breach of material contractual obligations typical for this type of contract. Recommend isn’t liable for damages that result from a non-material breach of any other applicable duty of care. This limitation of liability won’t apply to any statutory liability that cannot be limited, to liability for death or personal injury caused by our negligence or willful misconduct, or if and to exclude our responsibility for something we have specifically promised to you.
14.1. Recommend reserves the right to amend these Terms with future effect at any time, subject to the following procedure. Recommend will notify the User of any changes no later than 30 (thirty) days before the planned effective date. The user may object to the amendments within 20 (twenty) days of receiving the said notice.
14.2. If the User does not object to Recommend or if the User explicitly accepts the amendments, the amendments shall enter into force on the date of entry into force. If the User lodges a complaint in time, Recommend may decide to continue the Agreement with the Terms as they exist or, upon receipt of the complaint, may terminate the Agreement subject to a notice period of 1 (one) month starting from the end of the termination month. When notifying the User of proposed amendments, Recommend must also inform the User of its right to object, the notice period to be respected, the consequences of the complaint and the consequences of allowing the notice period to pass.
14.3. Recommend is specifically authorized to change the Terms in the following cases:
if the amendment serves to bring the Terms into line with applicable law, in particular if the applicable legal situation changes;
if the change of Recommend serves to comply with mandatory court or official decisions;
if new services on a part of the website or elements of the service, as well as technical or organizational processes require a description in the Terms;
if the change is only beneficial to users.
15.1. These Terms, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by Recommend without restriction. Any attempted transfer or assignment in violation hereof shall be null and void.
15.2. If you’re a consumer in the EEA, either you or Recommend may assign this agreement, and any rights and licences granted under it, to a third party. In case of such an assignment by Recommend, you are entitled to terminate the agreement with immediate effect by deactivating your account. Recommend will provide you with reasonable notice of any such assignment.
16.1. For any dispute you have with Recommend, you agree to first contact us and try to resolve the dispute with us informally. If we need to contact you, we will do so at the email address on your Recommend account. If Recommend hasn’t been able to resolve the dispute with you informally, we each agree to resolve any claim, dispute, or controversy (excluding claims for injunctive or other equitable relief) arising out of or in connection with or relating to these Terms through binding arbitration or (for qualifying claims) in small claims court.
16.2. Arbitration is a more informal way to resolve our disagreements than a lawsuit in court. For instance, arbitration uses a neutral arbitrator instead of a judge or jury, involves more limited discovery, and is subject to very limited review by courts. Although the process is more informal, arbitrators can award the same damages and relief that a court can award. You agree that, by agreeing to these Terms, the U.S. Federal Arbitration Act governs the interpretation and enforcement of this provision, and that you and Recommend are each waiving the right to a trial by jury or to participate in a class action. The arbitrator has exclusive authority to resolve any dispute relating to the interpretation, applicability, or enforceability of this binding arbitration agreement. This arbitration provision shall survive termination of this Agreement and the termination of your Recommend account.
16.3. Any arbitration will be administered by the American Arbitration Association ("AAA") under the Consumer Arbitration Rules then in effect for the AAA, except as provided herein. You can find their forms at www.adr.org . Unless you and Recommend agree otherwise, the arbitration will be conducted in the county (or parish) where you reside. Each party will be responsible for paying any AAA filing, administrative and arbitrator fees in accordance with AAA Rules, except that Recommend will pay for your reasonable filing, administrative, and arbitrator fees if your claim for damages does not exceed $75,000 and is non-frivolous (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)). If your claim is for $10,000 or less, we agree that you may choose whether the arbitration will be conducted solely on the basis of documents submitted to the arbitrator, through a telephonic hearing, or by an in-person hearing as established by the AAA Rules. If your claim exceeds $10,000, the right to a hearing will be determined by the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator shall issue a reasoned written decision explaining the essential findings and conclusions on which the award is based, and any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. Nothing in this Section shall prevent either party from seeking injunctive or other equitable relief from the courts, including for matters related to data security, intellectual property or unauthorized access to the Service. ALL CLAIMS MUST BE BROUGHT IN THE PARTIES' INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING, AND, UNLESS WE AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON'S CLAIMS. YOU AGREE THAT, BY ENTERING INTO THESE TERMS, YOU AND RECOMMEND ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.
16.4. NOTHING IN THESE TERMS OF SERVICE SHALL AFFECT ANY NON-WAIVABLE STATUTORY RIGHTS THAT APPLY TO YOU. To the extent any claim, dispute or controversy regarding Recommend or our Service isn’t arbitrable under applicable laws or otherwise: you and Recommend both agree that any claim or dispute regarding Recommend will be resolved exclusively in accordance with Section 17 of these Terms.
16.5. If you're a consumer in the EEA, Section 11 doesn't apply to you.
17. PLACE OF JURISDICTION, APPLICABLE LAW, NO WAIWER AND SEVERABILITY
17.1. The legal relationship between Recommend and the User is subject exclusively to the laws of the State of Delaware, without respect to its conflict of laws principles. Consent to the applicable law will also apply if the user's registered office and residence are abroad.
17.2. Users and Recommend agree to submit to the personal and exclusive jurisdiction of the courts located within the New Castle County, Delaware or the United States District Court for the District of Delaware, to resolve any dispute or claim arising from this Agreement.
17.3. If user registered as customer (a) is not a U.S. citizen; (b) does not reside in the U.S.; (c) does not access the Service from the U.S.; and (d) it is a citizen of one of the countries identified below, it hereby agree that any dispute or claim arising from this Agreement shall be governed by the applicable law set forth below, without regard to any conflict of law provisions, and hereby irrevocably submits to the non-exclusive jurisdiction of the courts located in the state, province or country identified below whose law governs:
If user is a citizen of any European Union country or the United Kingdom, Switzerland, Norway or Iceland, the governing law and forum shall be the laws and courts of your usual place of residence.
17.4. The place of fulfillment is the business place of the company Recommend in State of Delaware, New Castle County in the U.S.
17.6. If one or more provisions of these Terms become invalid, this will not affect the validity of the remaining provisions, unless the provision of validity of the remaining Terms is mandatory prescribed by law. Instead, in accordance with the supplementary interpretation of the contract, the null and void provisions will be replaced by the agreement closest to the commercial purpose that the parties pursue with the null and void provision. The same applies to bridging all legal gaps.
17.7. No waiver of any term of these Terms shall be deemed a further or continuing waiver of such term or any other term, and Recommend's failure to assert any right or provision under these Terms shall not constitute a waiver of such right or provision