Dear Partner, 

Below you will find detailed rules regarding our cooperation. We hope that outlining them and ensuring mutual understanding will help us achieve our set goals. We believe these rules are fair and reflect the nature of our partnership.

I. Glossary of Terms Used in this GLT:

1. Account – the Contractor's/Your account registered on the Metricoz Platform with a unique login.

2. Update – means a subsequent version of the Software on the Metricoz Platform made available to the Contractor by the Provider.

3. Error – a cessation of operation, incorrect operation, or other degradation in the quality of the Software's performance on the Metricoz Platform, resulting in the Software failing to properly perform specified functionalities or operating inconsistently with the Agreement.

4. Licensed Elements – any works within the meaning of the Copyright and Related Rights Act of 4 February 1994 (consolidated text: Journal of Laws of 2019, item 1231), which are provided or created by the Provider for the Customer as a result of the performance of the Agreement. Licensed Elements include the Software on the Metricoz Platform.

5. Customer Account – the Customer's account in the Provider's IT system, through which the Customer may use the Services provided by the Provider, including access to the Administrator Panel.

6. Metricoz Platform (Software) – collectively refers to all separate elements constituting the computer program, which is the subject of the Licence, used for aggregating, analysing, and reporting data on specified Marketplaces based on contractor data obtained via API. A copyright-protected IT system under the name Metricoz Platform, made available in the SaaS formula.

7. Administrator Panel – a web application allowing the viewing and management of collected information/verification results, including, among others, managing settings and permissions, and access to information about historical verifications of a given Client, also based on a comparison of the Client's image.

8. Agreement, i.e., Licence – this agreement together with appendices and any potential amendments ; the agreement under which you acquire the right to use the Metricoz Platform within your chosen version (for a specified fee, in the chosen billing period).

9. Services – services provided by the Provider in the SaaS (software as a service) model, as indicated in point 7 of the Agreement above, consisting of making the Software available and enabling the Contractor to use it in accordance with its purpose via the Metricoz Platform. The provision of Services by the Provider begins upon the conclusion of the Agreement.

10. Report – notifying the Provider of the occurrence of an Error.

11. Contractor's Sales Account on Marketplace – the Contractor's/Your account registered on a Marketplace through which sales are conducted on the Marketplace.

12. Contractor/You as the Customer – an entity that has entered into the Agreement with Go2Market in direct connection with its business activity and uses the Metricoz Platform based on the Licence granted by Go2Market or another person authorised to use the Software on the Contractor's behalf.

13. Marketplace – an e-commerce platform of the marketplace type providing the possibility to offer Your Goods and introduce them into circulation through it.

14. Purchaser – an entity purchasing Goods offered on the Marketplace.

15. Go2Market (Provider) – Go2Market Spółka z ograniczoną odpowiedzialnością with its registered office in Groblice, ul. Kasztanowa 7, 55-010 Groblice, entered into the Register of Entrepreneurs kept by the District Court for Wrocław-Fabryczna in Wrocław, IX Commercial Division of the National Court Register (KRS) under number 0000950476, NIP: 8961610637, REGON 521174662.

16. Billing Period – a month or a year, at the Contractor's choice.

17. Trial Period – the period starting from the day the Agreement is concluded, during which the use of the Metricoz Platform is free of charge, lasting 14 days from the day the Agreement is concluded, unless the commercial terms on the Go2Metric Platform service state otherwise.

18. Subscription Fee – a fixed fee due to Go2Market as remuneration for the Licence to the Metricoz Platform, payable in advance for each Billing Period.

19. Marketplace Market – a national version of a given Marketplace (e.g., www.amazon.de for Germany).

20. Parties – You and Go2Market.

21. End User – a natural person who uses the Metricoz Platform on your behalf via the Account.

II. Subject of the Agreement

1. You conclude the Agreement electronically by selecting the Licence version, filling in the registration form on the Metricoz Platform, and accepting the GLT, Privacy Policy, and other documents constituting an integral part of the Agreement.

2. The GLT applies in every case of granting a Licence to you, including if the Agreement is concluded in a mode or form other than those provided above.

3. Under the terms specified in the Agreement, the Provider undertakes to provide the Customer with access to the Metricoz Platform (Software), and the Customer undertakes to pay the Provider the remuneration specifically defined as the Subscription Fee. The Metricoz Platform interacts with the Marketplace software on which you publish your offer of Goods. A necessary condition for concluding this Agreement is having an account on the Marketplace.

4. As part of providing the Customer with access to the Software, the Provider undertakes to create a Customer Account enabling the Customer to access the Administrator Panel, allowing the use of the following Software functionalities on the Metricoz Platform within the chosen version (Basic, Prime, Enterprise). The description of functions and limits for individual Licence versions is specified in the document: "Description of Basic, Prime, Enterprise Licences on the Metricoz Platform in the SaaS model".

5. We activate your access to the Metricoz Platform and provide the login and password for the Account immediately after the conclusion of the Agreement; however, if access to the Metricoz Platform is activated later than 24h after the conclusion of the Agreement, Go2Market will extend the subscription period accordingly by every 24h of delay in activating access.

6. The Provider will remove Errors in the Software on an ongoing basis, in particular based on Reports.

7. For the avoidance of doubt, the Parties confirm that neither the subject of this Agreement nor the will of the Parties is the transfer of any economic copyrights to the Software.

8. By concluding the Agreement, you declare that: the data provided by You in connection with the Agreement are true, and you are aware that you bear sole responsibility for providing untrue or incomplete data, including that:

   • a) the funds with which you finance the remuneration for Go2Market come from a legal source within the meaning of the Act on Counteracting Money Laundering and Financing of Terrorism;

   • b) you possess purchase documents for the Goods intended for sale on the Marketplace and thus meet the requirements of the Marketplace regulations;

   • c) the persons who concluded the Agreement on Your behalf are properly authorised to do so.

9. Unless otherwise indicated, the Agreement is concluded for a fixed term corresponding to your chosen Billing Period. After the expiry of a given Billing Period, the Agreement is automatically extended for the same Billing Period for which it was previously concluded.

10. You may terminate the Agreement at any time with effect at the end of the given Billing Period. A declaration of termination of the Agreement must be submitted via email to the address: support@metricoz.app to be valid.

11. Each Party has the right to terminate the Agreement with immediate effect in the event of a breach of material provisions of this Agreement by the other Party, provided that the breaching Party is first called upon in writing or via email to cease the breaches within a period of no less than 14 (fourteen) days and such period expires fruitlessly.

12. Notwithstanding the above, Go2Market has the right to terminate the Agreement with immediate effect, without notice, in the event of:

    • your use of the Metricoz Platform in breach of the terms of the granted Licence;

    • your infringement of the economic copyrights to the Metricoz Platform held by Go2Market;

    • your delay in paying the remuneration to Go2Market by at least 7 days (regardless of the number of unpaid invoices and the amount of remuneration).

13. In the event of termination of the Agreement with immediate effect by Go2Market for reasons attributable to You as mentioned above, the remuneration paid by You is non-refundable. The above does not limit Go2Market's right to pursue other claims.

14. The Agreement (including this GLT) is governed by Polish law. Any disputes arising from or related to the Agreement (including this GLT) shall be resolved by the common court competent for the registered office of Go2Market.

III. Trial Period

• Before you decide to conclude the agreement for a full billing period, we may grant you a Licence for a Trial Period.

• If you do not want us to start charging remuneration after the end of the Trial Period, you should stop using the Metricoz Platform, cancel the subscription, and not provide payment card details.

• Resignation will be effective if the "cancel subscription" option is selected between the first day and the last day of the Trial Period.

• One day before the end of the Trial Period, we require you to provide payment card details to begin the paid Licence period, which constitutes your authorisation for recurring payment collection. The first payment will be collected on the day the payment card details are added.

• The Trial Period lasts 14 days from the day the Agreement is concluded, unless the commercial terms in the Go2Metric Platform service state otherwise.

• We reserve the right to extend the Trial Period for a given Contractor.

• We reserve the exclusive right to determine, at our discretion, the scope of your rights to use the Metricoz Platform during the Trial Period and to withdraw the Trial Period or change the terms of the agreement regarding the Trial Period at any time, which will be presented to you for acceptance (as an amendment to this Agreement) on the Metricoz Platform.

• If the potentially changed terms of the agreement regarding the Trial Period are accepted, it will be possible to continue using the Metricoz Platform. In the absence of acceptance, further use of the Metricoz Platform during the Trial Period will not be possible.

• After the Trial Period ends, we assign the Basic package by default, unless you have previously declared the choice of a different package.

IV. Our Remuneration and Settlements (Subscription Fee)

1. For the granted Licence, you will pay Go2Market a subscription fee (Subscription Fee) specified in the Agreement, the amount and method of settlement of which depend on the choice of package and Billing Periods.

2. The first day of the Billing Period is the day the Agreement is concluded, excluding the case where you use the Trial Period ; thus, if the Trial Period is used, the first day of the Billing Period is the day following the last day of the Trial Period.

3. The Subscription Fee is payable in advance for a given Billing Period. It is collected automatically by the payment operator from your payment card on the first day of the applicable Billing Period.

4. In the event of cancelling the subscription before the end of the current Billing Period, we do not refund any assessed and collected Subscription Fees.

5. Metricoz does not collect, gather, or store data regarding your payment cards. Go2Market does not directly handle payment transactions and is not a payment service provider or a payment institution within the meaning of the Act of 19 August 2011 on Payment Services.

6. Any complaints regarding payments made by payment card should be reported directly to the payment service provider. Complaints will be considered according to the terms of the payment service provider. You can pay the remuneration with payment cards indicated in the payment panel of the Metricoz Platform.

7. Payments made by payment card by the Contractor to Go2Market are settled by Paddle.com Market Ltd. with its registered office at Judd House, 18-29 Mora Street, London, EC1V 8BT, United Kingdom.

8. Refusal to accept payment with your payment card may occur, among others, in the case of: expiry of the card; blocking of the card; signature inconsistency; use of the card by an unauthorised person; or inability to accept the payment transaction.

9. Payment of the Subscription Fee is considered made on the day our bank account is credited or Go2Market receives confirmation of the successful transfer from the payment service provider.

10. A block on Your Sales Account on the Marketplace does not affect the maturity of the Subscription Fee.

11. In case of delay in paying the Subscription Fee, we may: limit or suspend access to the Metricoz Platform ; or limit access to selected functionalities, informing you via the Platform panel or email. In case of suspension or restriction, we retain the right to the Subscription Fee for that period. Full access is restored immediately after payment of the total overdue Subscription Fee.

12. Invoices are provided in electronic form via TAXXO software or the Platform panel.

13. We reserve the right to change the amount of remuneration, informing you at least 14 days in advance. The change takes effect at the beginning of the next Billing Period. Failure to cancel the subscription and continued use of the Platform after the change takes effect constitutes your consent. If you do not agree, you have the right to terminate the Agreement before the change takes effect by using the "cancel subscription" function.

V. Licence

1. You have a licence to use the Metricoz Platform, which also means that: 

   • a) We have not transferred any economic copyrights to the Metricoz Platform or any part thereof to you;

   • b) The Licence is non-exclusive;

   • c) The Licence is for a fee (Subscription Fee) and terminable;

   • d) The Licence is not restricted territorially;

   • e) The Licence is non-transferable; you cannot transfer rights or authorise other entities to use it (excluding End Users) without prior written consent;

   • f) The licence is granted on the day the Agreement is concluded for its duration.

2. In the event of a breach of these rules, we can terminate the Agreement with immediate effect. In such a situation, the Subscription Fee is not refundable, and we reserve the right to seek supplementary compensation.

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3. You can change the Licence version by contacting customer service or using the order form.

4. The change occurs automatically in the panel and is effective upon confirmation.

5. If the change:

   • increases the range (higher version) – it is made available after paying the proportional difference;

   • narrows the range (lower version) – it is made available from the next Billing Period, provided the declaration is made at least 72h before the end of the current period.

VI. Copyright

1. Economic copyrights to the Metricoz Platform belong entirely and exclusively to Go2Market.

2. Rights to the name and logo belong to Go2Market.

3. The Agreement does not grant you rights to use these marks, except for informing about the cooperation using provided logos.

4. You may use the Platform only in the following fields of exploitation: use by a number of End Users not exceeding the Licence version; running/displaying; storing results in computer memory; using and reproducing results according to their purpose; producing results using various techniques; and displaying/exporting reports.

5. (Point 6 & 7) Use exceeding these fields (e.g., translation, adaptation, distribution, rental) is prohibited without written consent.

6. Violation of these provisions constitutes a material breach and an act of unfair competition, allowing for immediate termination without refund.

7. Go2Market is entitled to transfer its rights and obligations to a third party in the event of selling the copyrights or the enterprise.

VII. Rules of Service Provision. Liability.

1. You must use the Platform in accordance with the Agreement and its description.

2. Illegal use, destabilisation of the Platform, or violating the rights of third parties is prohibited.

3. You are responsible for the actions of End Users as for your own.

4. The Platform is available 24/7, excluding maintenance (24h notice where possible). SLA is 98% per calendar year.

5. The Platform is standard-tested and Go2Market guarantees it works substantially according to the description.

6. Go2Market reserves the right to introduce Beta features; liability for defects in Beta versions is excluded.

7. The Platform is not custom-made; we do not guarantee it will meet individual expectations.

8. Go2Market is not liable for issues resulting from: incorrect use; Your IT environment; Marketplace unavailability; actions of third parties; or unauthorised interference (unless due to the Provider's fault).

9. Go2Market is not a party to your agreements with the Marketplace or Purchasers.

10. We are not liable for the consequences of You sharing access data with unauthorised persons.

11. We are not liable for blocking access to illegal data following a "notice and takedown" procedure.

12. Liability is limited: for wilful misconduct – up to the full damage ; in other cases – limited to actual damage (excluding lost profits) and capped at the sum of Subscription Fees paid in the last 12 months.

VIII. Confidentiality

1. Parties undertake to keep Confidential Information secret, use it only for the Agreement, and protect it from unauthorised access.

2. The obligation does not apply to information that is publicly known or was already known without an obligation of confidentiality.

3. The obligation is indefinite and continues after the termination of the Agreement.

4. Personal data of your contractors are not entrusted for processing; Go2Market processes only the Contractor's data for the execution of the contract.

5. Sales data (excluding personal data) is kept confidential but may be used for: interaction with the Marketplace; analysis and machine learning (price prediction); and in anonymised form after the Agreement ends.

IX. Amendments to the GLT

• Go2Market may change the GLT for valid reasons (e.g., product changes, Marketplace rules, security, law).

• You will be notified 14 days in advance. Continued use means acceptance. If you disagree, you can cancel the subscription. This right is excluded if changes result strictly from law or Marketplace policy changes.

X. Complaints

1.  You have the right to submit complaints regarding the operation of the Metricoz Platform. A complaint should include:

• a) your identification;

• b) contact details of the End User associated with the complaint;

• c) the subject of the complaint;

• d) circumstances justifying the complaint.

2.  You shall submit the complaint via electronic mail to the address: support@Metricoz.com or in writing to the address of Go2Market's registered office.

3.  Complaints will be considered by Go2Market within 30 days of their receipt. We will notify you of the decision resulting from the consideration of the complaint via electronic mail or in writing, to the address provided in the complaint. We have the right to request additional information or explanations within a period of 14 (fourteen) days. In the event of failure to meet this deadline for providing further explanations, we are entitled to leave the complaint without consideration.