Terms of Service

These Terms of Service (the “Terms”) are entered into between the customer (“Client”) indicated in the order form for services (“Services”) and us, the entity identified in the Order Form as the provider of services (referred to as “we,” “us” or “our” and Client may also be referred to in these Terms as “you” or “your”). References to Client includes Client’s employees, contractors, and authorized users.

To use or receive the Services or upgrade to any Service, you must agree to these Terms by indicating your agreement via click-through acceptance or by executing an order for such Service or upgrade (whether online or in electronic copy, the “Order Form”). By agreeing to these Terms, you represent that you have the authority to bind the company you represent. These Terms will automatically renew for the period set forth in the Order Form as the “Renewal Term” and in accordance with Section 6 of these Terms.

The Terms consist of two parts: (1) these General Terms of Service, and (2) the terms specific to a certain Service included in the Service Specific Addendum attached hereto and incorporated by reference herein. In the event of a conflict between the Order Form, these Terms, or the Service Specific Addendum, the parties agree that solely to the extent of any such conflict, the order of precedence will be the Order Form, followed by the Service Specific Terms, followed by these Terms. Where we use the term “including” in these Terms, it means including without limitation.

Services. We will provide the Services indicated in the Order Form according to the description in the Order Form and the applicable Service Specific Terms. You acknowledge that our ability to provide the Services depends on your full and timely cooperation with us, which you agree to provide. You will provide us with access to and use of all information, data, and documentation that we reasonably require. If requested, you will provide accurate and complete contact information and promptly inform us of any changes to your contact information. From time to time, we may make changes to the Services and reserve the right to modify, features, or components thereof, or our delivery method. Nothing in these Terms shall limit our ability to upgrade, migrate or maintain our Services at our discretion, which may include sunsetting Services and migrating you to other Services. In the event an upgrade will materially affect the Services included in the Order From, we will exercise reasonable efforts to provide notice of the upgrade as soon as reasonably practicable.
Restrictions on Use of Services. Except for your authorized employees or contractors whom you authorize to access and use the Services on your behalf (each an “Authorized User”), you will not permit any third-party to access or use the Services, software, technology, or any other materials provided to you except as expressly permitted in these Terms. In addition, you and your users will not, and are prohibited from: (a) copying, modifying, or creating derivative works or improvements of the Services; (b) renting, leasing, lending, selling, sublicensing, assigning, distributing, publishing, transferring, or otherwise making available any Services, Our Data (as defined in Section 3), Third Party Data (as defined in Section 3), or any software or materials to any third-party, including in connection with the internet or any time-share, service bureau, software as a service, cloud, or other technology or service, except as expressly authorized in these Terms; (c) reverse engineering, disassembling, decompiling, decoding, adapting, or otherwise attempting to derive or gain access to any portion of the Services, in whole or in part, in a manner that we did not authorize; (d) bypassing or breaching any security device or protection used by the Services or accessing or using the Services other than by an authorized user through the use of his or her own then valid access credentials; (e) inputting, uploading, transmitting, or otherwise providing to or through the Services, any information or materials that are unlawful or injurious, or contain, transmit, or activate any harmful code; (f) damaging, destroying, disrupting, disabling, impairing, interfering with, or otherwise impeding or harming, in any manner, the Services or the provision of the Services, in whole or in part; (g) removing, deleting, altering, or obscuring from the Services any of our trademarks; (h) accessing or using the Services in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right, data privacy right, or other right of any third party (including by any unauthorized access to, misappropriation, use, alteration, destruction, or disclosure of the data), or that violates any applicable law; or (i) accessing or using the Services for purposes of developing a competitive offering. You will not use the Services in any manner that is or could be construed as obscene, threatening, abusive, defamatory, libelous, or which encourages criminal conduct. You are responsible for the conduct of your users and their use of the Services, including the obligation to safeguard access credentials.
Terms Related to Data.
1. Data.As used in these Terms: (i) “Client Data” means the information that we process on your behalf; (ii) “Client Content” means any copy, creative materials, marketing materials, product information, banners, tile pictures, product images, or other similar content that you provide to us in connection with the Services; (iii) “Third Party Data” means the data either party receives from an original equipment manufacturer or other third-party for inclusion into or use with the Services; (iv) “Our Data” means the data that we collect about your use of the Services, the operation or functionality of the Services, statistical data, or data that we provide to you as part of the Services (including data we that we use or provide as an enhancement to any Third Party Data or Client Data); and (v) “Consumer Data” means any information that you collect through the Services, or that we collect on your behalf, about a consumer.
2. Data Rights.You hereby grant to us a limited, non-exclusive right to access, copy, transmit, download, display, publish, modify, create derivatives of and otherwise reproduce Client Data, Consumer Data, and Client Content as necessary to provide, support, and improve the Services. With respect to Our Data, we hereby grant to you a limited, revocable, non-sublicensable, non-transferable, non-exclusive right to access, copy, transmit, download, display, and to reproduce Our Data solely as necessary to receive and use the Services during the Term and for no other purpose. You are prohibited from disclosing Our Data to any third-party unless we expressly authorize such disclosure. You acknowledge and agree that we may share Our Data, including where Our Data identifies your business and your users, with third parties with whom we both have a contractual relationship (including original equipment manufacturers, distributors, and any of their authorized contractors or agents) and you hereby consent to our disclosure of Our Data to such third parties. You agree to notify us if you are no longer an authorized dealer to any manufacturer. We reserve the right to collect, aggregate, and analyze Client Data and Consumer Data that is generated, contained in, or passes through our systems for the purposes of providing our clients with analytic, consulting, and educational services. We further reserve the right to collect, aggregate, and anonymize any data that is generated, contained in, or passes through our systems and to use such data for any legal purposes.
3. Client Obligations.You are solely responsible for Client Data, Consumer Data, and Client Content. You represent and warrant that (i) Client Data, Consumer Data, and Client Content will not (1) infringe any third-party intellectual property right, including third-party rights in patent, trademark, copyright, or trade secret; or (2) constitute a breach of any other right of a third-party, including any right that may exist under contract or tort theories; (ii) you will comply with all applicable local, state, national, or foreign laws, rules, regulations, or treaties in connection with the collection, processing, storing, and sharing of Client Data, Consumer Data, and Client Content, and with respect to your use of the Services, including those related to data privacy, data protection (including the California Consumer Protection Act where applicable), communications, Telephone Consumer Protection Act with respect to calling or text messaging any consumer, SPAM laws (including CAN-SPAM, CASL or others as they relate to emailing consumers), or the transmission, recording, or storage of technical data, personal data, or sensitive information. You are prohibited from using the Services to transmit sensitive information such as health information. You shall notify us if a consumer has opted out of the sale of their personal information. You are also responsible for immediately notifying us of any actual or suspected information security breaches, including compromised user accounts, including those used for integrations and secure file transfers. We may require a signed agreement prior to exporting any Client Data, Client Content, or Consumer Data to any company we determine to be a competitor.
4. Company Obligations. Where the California Consumer Protection Act is applicable, we will not retain, use, or disclose Client Data or Consumer Data obtained in the course of providing Services except: (i) to process or maintain Client Data or Consumer Data on your behalf or as directed by you, and in compliance with these Terms; (ii) to retain and employ a Third-Party Service (as defined below); (iii) for our own use to build or improve the quality of the Services; (iv) to detect data security incidents or protect against fraudulent or illegal activity; or (v) as required to comply with federal, state, or local laws, a court order or subpoena, or to cooperate with law enforcement agencies or government agency requests. In the event we receive a request from a consumer to know or to delete their personal information, we will notify you and respond to the consumer request.
Third-Party Services. The Services may integrate with or receive information from certain third-party sources, services, software, applications, platforms (“Third-Party Service”). A Third-Party Service may make changes to its service, or components thereof, or suspend or discontinue its service with or without notice. The availability of the Third-Party Service may depend on your compliance with the Third-Party Service terms. The Third-Party Service may have access to Client Data, Client Content, or Consumer Data. We are not responsible for how any Third-Party Service provides its service or for how it transmits, accesses, processes, stores, uses, shares, or provides data. We expressly disclaim all liability related to or arising from any Third-Party Service, including liability related to or arising from any updates, modifications, outages, delivery failures, corruption of data, loss of data, use of data, security, discontinuance of services, or termination of the Third-Party Service. We reserve the right to disallow, disable, or remove any Third-Party Service integration with our Services at our discretion. You are solely responsible for ensuring that you comply with all Third-Party Service terms and conditions.
Fees & Payment Terms. You will pay the fees for the Services in the amounts and at the times specified in the Order Form. All fees will be paid in USD unless otherwise specified in the Order Form. Unless otherwise specified in the Order Form, fees are due 30 days from the date of invoice. If you fail to make any payment when due, we may charge interest on past due amounts at the rate of 1.5% per month calculated daily and compounded monthly or, if lower, the highest rate permitted under applicable law. You will reimburse us all costs that we incur in collecting any late payments, including attorneys’ fees, court costs, and collection agency fees. We may increase the fees for any Service.
1. Billing Cycles. We will invoice you according to the terms set forth in the Order Form. Depending on the Service, billing will either begin on the Effective Date or on the Activation Date. The “Effective Date” with respect to any Order Form is the date the Order Form is executed by Client and the “Activation Date” for each Service is defined in the Order Form. If the Order Form indicates that Services are billed monthly, you will pay for the Services on a monthly basis beginning on either the Activation Date or the Effective Date, as indicated in the Order Form, for the full month of fees (i.e. fees are not prorated); provided that, if a free-month(s) promotion applies to any Service that is invoiced on a monthly billing cycle, we will bill you for the first month of Service on the Effective Date and begin monthly billing following the expiration of the promotion period. You agree to act in good faith in providing timely responses to our reasonable requests for data or information related to the activation of the Services you order.
2. Promotions. As part of a promotion, we may offer the Services to you for no-charge for a specific period, for a percent discount, or other promotion as indicated in the Order Form. Unless otherwise agreed to in the Order Form, promotions expire (i) at the end of the Initial Term for promotions that are percentage discounts; (ii) after the number of promotional months indicated in the Order Form; or (iii) in all other cases at the end of the Initial Term. For promotions that include promotional months, the Initial Term will be extended by the number of promotional months indicated in the Order Form.
3. ACH; Credit Cards. If you provide us with a credit card number or other electronic method of payment, you authorize us to charge your method of payment for the amount specified in the Order Form at the times indicated in the Order Form, and for any overages incurred. If the Order Form indicates that you will pay the fees over a recurring period, you authorize us to charge your card for such recurring fees as they become due.
4. Taxes. All fees and other amounts payable under these Terms are exclusive of taxes or similar assessments. Without limiting the foregoing, you are responsible for all sales, use, excise taxes, or any other similar taxes, duties, and charges of any kind imposed by any federal, state, or local governmental or regulatory authority on any amounts payable by you hereunder, other than any taxes imposed on our income.
Term & Termination.
1. Term. The term will commence on the Effective Date and it will continue for the period specified in the Order Form (including any promotional period, where applicable) (the “Initial Term”). The Initial Term will automatically renew for successive periods equal to the renewal period indicated in the Order Form, unless otherwise indicated in the Order Form, if no renewal term is indicated in the Order Form, the Initial Term will automatically renew for successive periods equal to the Initial Term (each a “Renewal Term” and the Renewal Term with the Initial Term are collectively, the “Term”).
2. Termination. We may terminate these Terms, and the Services if (i) you fail to pay any amount when due and such failure continues for 30 days following our written notice thereof; or (ii) you are in breach of these Terms and such failure continues for 30 days following our written notice thereof. You may terminate these Terms, and the Services (iii) if we are in material breach of any material term and such failure continues for 30 days following your written notice thereof; or (iv) any Renewal Term by providing at least 30 days’ written notice prior to the Renewal Term. Either party may terminate these Terms, effective immediately upon written notice to the other party, if the other party: (v) becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due; (vi) files, or has filed against it, a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law; (vii) makes or seeks to make a general assignment for the benefit of its creditors; or (viii) applies for or has appointed a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business.
3. Authorized Dealer Status.Our ability to provide information, data or certain Services may depend on your status as an authorized dealer of a manufacturer pursuant to our contractual relationship with the manufacturer. We reserve the right to terminate the Services (including portions thereof) or these Terms if (a) you cease to be an authorized dealer of such manufacturer and such manufacturer requires that you be an authorized dealer in order to access or receive the Services; (b) or where our contract with such manufacturer is terminated.
4. Suspension of Service.We may suspend, terminate, or otherwise deny your access or your user’s access to all or any part of the Services if: (i) we believe that you or a user is in breach of these Terms, if you or a user has accessed or used the Services beyond the scope of the rights granted, or for a purpose not authorized pursuant to these Terms; (ii) if you or your users are engaged in any activity that appears to be fraudulent, misleading, or unlawful relating to or in connection with your use of the Services; or (iii) if you have not paid any fees due hereunder when due. This Section does not limit any of our other rights or remedies, whether at law or in equity.
5. Effect of Termination. Upon any expiration or termination of these Terms, except as expressly otherwise provided in these Terms: (i) all rights, licenses, consents, and authorizations granted by either party to the other hereunder will immediately terminate; (ii) you will discontinue all use of any Services, Our Data, or other materials that we provided to you, you will remove any software or scripts that we provide you from your systems, and we will disable access to any online Services; (iii) in the case of our termination for your breach of these Terms, any fees outstanding for the remaining Term will become immediately due and payable. In no event will we issue any refund of fees.
Intellectual Property Ownership. As between us, all right, title and interest in and to the Services, Our Data, any templates we provide to you, the information technology infrastructure including the software, hardware, databases, electronic systems, networks, and all applications, or APIs required to deliver the Services, or that we otherwise make available to you, including all documentation regarding the use or operation of the Services or any materials referred to as our intellectual property in the Services Specific Terms (collectively “Intellectual Property”) are our sole and exclusive property. Except as expressly stated herein, nothing in these Terms will serve to transfer to you any right in or to the Intellectual Property. We retain all right, title and interest in and to Intellectual Property.
Confidential Information. The term “Confidential Information” means (a) the non-public information of either party, including but not limited to information relating to either party’s product plans, present or future developments, customers, designs, costs, prices, finances, marketing plans, business opportunities, software, software manuals, personnel, research, development or know-how; (b) any information designated by either party as “confidential” or “proprietary” or which, under the circumstances taken as a whole, would reasonably be deemed to be confidential; or (c) in the case of Client, Client Data, Consumer Data, and, in our case, Our Data and Third-Party Data. Except for Our Data which shall always be Confidential Information, “Confidential Information” does not include information that: (i) is in, or enters, the public domain without breach of this these Terms; (ii) the receiving party lawfully receives from a third-party without restriction on disclosure and without breach of a nondisclosure obligation; (iii) the receiving party knew prior to receiving such information from the disclosing party, as evidenced the receiving party’s records; (iv) the receiving party developed independently without reference to the Confidential Information; or (v) information that a party is expressly permitted to disclose pursuant to these Terms. Each party agrees that (a) it will not disclose to any third-party, or use for the benefit of any third-party, any Confidential Information disclosed to it by the other party except as expressly permitted hereunder; and (b) that it will use at least reasonable measures to maintain the confidentiality of Confidential Information of the other party in its possession or control but no less than the measures it uses to protect its own confidential information of a similar nature. Either party may disclose Confidential Information of the other party (a) pursuant to the order or requirement of a court, administrative or regulatory agency, or other governmental body; provided, that, the receiving party, if feasible and/or legally permitted to do so, gives reasonable notice to the disclosing party to allow the disclosing party to contest such order or requirement; or (b) to the parties’ agents, representatives, subcontractors or service providers who have a need to know such information; provided that, such party shall be under obligations of confidentiality at least as restrictive as those contained in this Section. Each party will promptly notify the other party in writing upon becoming aware of any unauthorized use or disclosure of the other party’s Confidential Information. Each party acknowledges and agrees that a breach of the obligations of this Section may result in irreparable injury to the disclosing party for which there may be no adequate remedy at law, and the disclosing party will be entitled to seek equitable relief, including injunction and specific performance, in the event of any breach or threatened breach or intended breach by the recipient of Confidential Information.
Review of Use. With prior written notice, we may ourselves or through an independent auditor, review Client’s records related to usage of the Services during your normal business hours to confirm compliance with these Terms (a “Review”). You will provide us or the auditor with access to the relevant records and facilities for the Review. We will treat all information disclosed during the Review as confidential information and will only use or disclose such information as required by law or to enforce our rights under these Terms.
Early Access Use and Suggestions.
1. Early Access Program.We may offer pre-release feature or functionality capabilities for experimental testing and evaluation (“Early Access Program” or “EAP”). If Client chooses to participate in the Early Access Program, and we authorize Client to participate in such EAP, we grant to you a temporary, nontransferable, nonexclusive license for experimental use to access, test, and evaluate pre-release feature or functionality capabilities. The restrictions set out in Section 2 apply to pre-release features or functionality. You will evaluate pre-release capabilities under normal conditions as directed by us. You acknowledge the experimental nature of pre-release capabilities and agree not to rely on correct functioning or performance of pre-release capabilities. You further acknowledge that pre-release capabilities have not undergone full testing by use and may contain defects. We shall not be liable for Client’s use of pre-release capabilities. You are advised to safeguard important data and use caution. You agree to maintain pre-release capabilities in confidence and to restrict access to pre-release capabilities, including any functionality, methods and concepts, solely to those employees authorized to perform pre-release capability testing. Any written evaluations and all inventions, product improvements, modifications or developments that we conceived or made during or after these Terms, including those based partly or wholly on your feedback, are our exclusive property, and we have exclusive rights, title and interest in all such property.
2. Client Suggestions.You may choose to, but are not required to, provide suggestions, data, or other information to us regarding possible improvements in the operation, functionality, or use of the Service, whether in the course of using the Service, evaluating the Service or otherwise, and any resulting inventions, product improvements, modifications or developments made by us, at our sole discretion, will be our exclusive property.
Indemnity. You will defend, indemnify, and hold us, our affiliates and each of our and our affiliate’s officers, directors, employees, agents, successors, and assigns harmless from and against any and all damages, losses, costs or expenses (including reasonable legal fees) that we incur that results or arises from, or are alleged to result or arise from: (a) Client’s breach of these Terms; (b) Client’s use of the Service in a manner that violates applicable law, including laws that apply to marketing or advertising, consumer warranties, privacy, consumer data, or consumer credit; (c) Client’s breach of any term or condition required by an original equipment manufacturer or Client’s failure to be an authorized dealer of any original equipment manufacturer; (d) any materials or information (including any documents, data, specifications, software, content, or technology) provided by or on behalf of Client, or the customization of any Services in accordance with any specifications or directions provided by or on behalf of Client; (e) any Third-Party Service, , third-party data, or any integration between the Service and a Third-Party Service; or (f) Client’s negligent, willful, fraudulent or intentional acts or omissions. As used in this Section, references to Client include Client’s employees or users of the Services.
Limitation of Liability. IN NO EVENT WILL EITHER PARTY BE LIABLE UNDER THESE TERMS FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES. IN NO EVENT WILL OUR AGGREGATE LIABILITY, OR THE AGGREGATE LIABILITY OF OUR AFFILIATES, LICENSORS, SERVICE PROVIDERS, ORIGINAL EQUIPMENT MANUFACTURES, OR SUPPLIERS, WHETHER RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL OR EQUITABLE THEORY, EXCEED THE TOTAL FEES PAID OR PAYABLE BY CLIENT UNDER THESE TERMS IN THE TWELVE-MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
Warranty Disclaimer. WE MAKE NO REPRESENTATION OR WARRANTY WITH RESPECT TO THE SERVICES, WHETHER EXPRESS OR IMPLIED, AND EXPRESSLY DISCLAIM ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. THE SERVICES ARE PROVIDED “AS IS” AND WITH ALL FAULTS. WE SPECIFICALLY DISCLAIM LIABILITY FOR (A) ANY LOSS OF USE OF TECHNOLOGY, LOSS AND CORRUPTION OF DATA, OR ANY COSTS ASSOCIATED WITH SYSTEM OR DATA RECOVERY; (B) ANY LIABILITY RESULTING FROM ERRORS IN INSTRUCTIONS, SERVICE BULLETINS, DIAGRAMS, SPECIFICATIONS, PARTS IDENTIFICATION, OR PARTS DESCRIPTIONS; (C) ANY THIRD PARTY CLAIMS; (D) DELAYS, INTERRUPTIONS, SERVICE FAILURES, OR OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET, ELECTRONIC COMMUNICATIONS, OR OTHER SYSTEMS OUTSIDE OUR REASONABLE CONTROL; OR (E) ANY LIABILITY ARISING FROM YOU OR YOUR USERS USE OF THE SERVICES IN VIOLATION OF LAW OR THESE TERMS.
Governing Law. These Terms will be governed by and construed in accordance with the substantive laws of the State of Delaware without giving effect to any choice of law rules that may require the application of the laws of another jurisdiction. The UN Convention on contracts for the International Sale of Goods and the Uniform Computer Transactions Act shall not apply to transactions under these Terms.
Relationship of the Parties. The relationship between the parties is that of independent contractors. Nothing contained in these Terms shall be construed as creating any agency, partnership, joint venture, or other form of joint enterprise, employment, or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner.
Disputes. Any controversy or claim arising out of or relating to these Terms, or the breach thereof, will be determined by final and binding arbitration administered by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules and Mediation Procedures (“Commercial Rules”). The award rendered by the arbitrator shall be final, non-reviewable, non-appealable and binding on the parties and may be entered and enforced in any court having jurisdiction. The place of arbitration shall be Multnomah County, Portland Oregon. Except as may be required by law, neither a party nor the arbitrators may disclose the existence, content or results of any arbitration without the prior written consent of both parties, unless to protect or pursue a legal right. For disputes where the amount at issue is less than $100,000, there will be one arbitrator agreed to by the parties within twenty (20) days of receipt by respondents of the request for arbitration, or, in default thereof, appointed by the AAA in accordance with its Commercial Rules. For disputes where the amount at issue is greater than $100,000, there will be three arbitrators agreed to by the parties within thirty (30) days of receipt by respondents of the request for arbitration or, in default of such agreement, by the AAA. Each party irrevocably and unconditionally waives any right it may have to a trial by jury in respect of any legal action arising out of or relating to these Terms or the transactions contemplated hereby.
Export Compliance. You represent and warrant that Client and all Authorized Users are not: (a) a resident of any country subject to a United States embargo or other similar United States export restrictions; (b) on the United States Treasury Department’s list of Specifically Designated Nations; (c) on the United States Department of Commerce’s Denied Persons List or Entity List; or (d) on any other United States export control list.
Severability; No Waiver. If any term or provision of these Terms is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of these Terms or invalidate or render unenforceable such term or provision in any other jurisdiction. No waiver by any party of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by the party so waiving. Except as otherwise set forth in these Terms, no failure to exercise, or delay in exercising, any rights, remedy, power, or privilege arising from these Terms will operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power, or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.
Assignment. Client will not assign, delegate, or otherwise transfer any of its obligations or performance under these Terms, in each case whether voluntarily, involuntarily, by operation of law, or otherwise, without our prior written consent, which consent shall not be unreasonably withheld, conditioned, or delayed, except that Client may transfer its rights and obligations under these Terms in connection with a merger, consolidation, or reorganization of Client. No assignment, delegation, or transfer will relieve Client of any of its obligations or performance under these Terms. We may assign, delegate or otherwise transfer our rights, obligations or performance under these Terms with or without consent. Any other purported assignment, delegation, or transfer in violation of this Section is void.
Modifications. We may make modifications or changes to these Terms. If we make a modification that we deem material, we will provide notice to you (email notice being sufficient) which will be effective 30 days following our notice of the modification and, if you do not agree to the modified terms, you may object to the modification by providing us with notification of your objection (in reasonable detail) during such 30-day notice period. Upon receipt of your objection, we may choose to modify the Terms that apply to you such that they resolve your objection, or we may enter into good faith negotiations regarding your objection in an attempt to resolve your objection. If you fail to provide us with notice of your objection within such period, you will be deemed to have accepted these Terms as modified. We may make non-material changes to these Terms by posting the revised version at the URL where these Terms are available.
No Third-Party Beneficiaries. These Terms are entered into for the sole benefit of the parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or will confer upon any third party any legal or equitable right, benefit, or remedy of any nature or by reason of these Terms.
Force Majeure. In no event will either party be liable or responsible to the other party, or be deemed to have defaulted under or breached these Terms, for any failure or delay in fulfilling or performing under these Terms, (except for any obligation to make payments), when and to the extent such failure or delay is caused by any circumstances that constitute acts of God, flood, fire, earthquake or explosion, war, terrorism, invasion, riot or other civil unrest, embargoes or blockades, national or regional emergency, strikes, labor stoppages or slowdowns or other industrial disturbances, passage of law or any action taken by a governmental or public authority, or national or regional shortage of adequate power or telecommunications or transportation (collectively, a “Force Majeure Event”).
Publicity. You grant us the right to include your name(s) and logo(s) on customer lists and to refer to your use of the Services in marketing and promotional materials, on our website, as well as in discussions with our customers, prospective customers, and industry analysts.
Notice. Any notice request, consent, claim, demand, waiver, or other communications under these Terms intended to have legal effect, must be delivered (a) in the case of Client, in writing addressed to Client’s address or email address in the Order Form, or in our case, to 4949 Meadows Rd, Ste 150, Lake Oswego, OR 97035, and in each case, notice will be deemed effectively given when (i) received if sent by a nationally recognized overnight courier where signature is required; or (ii) if provided to Client, notice may be provided via email to the Client contact in the Order Form with confirmation of transmission and deemed effectively given if sent during the Client’s normal business hours, and on the next business day, if sent after normal business hours.
Entire Agreement. These Terms together with the Order Form, the applicable Service Specific Terms Addendum and any other documents expressly incorporated into these Terms constitutes the entire agreement of the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter.

SERVICE SPECIFIC TERMS ADDENDUM

Listing Services. The Services may include “Listing Services” which means the listing of inventory, parts, or accessories on various third-party websites (such as E-Bay or Amazon). Following the termination or expiration of the Services, you will remove all Intellectual Property that we provided to you from your websites or social media sites.
eCatalog Services. For purposes of these Service Specific Terms, the “eCatalog Services” mean the parts, inventory, garment or accessories data which is made available in an online list or through a mobile application. eCatalog Services provide data from third-party manufactures consisting of, where applicable, notes, service bulletins, specifications, diagrams, drawings, illustrations, inventory status, specifications (the “eCatalog Data”). The eCatalog Services may be accessed by your employees, contractors or agents or it may be made available to your website visitors. You are responsible for redirecting users from your website to the eCatalog Services.
Data Enhancement Services. For purposes of these Service Specific Terms, the “Data Enhancement Services” means the combination of eCatalog Data, data that is provided to you from a third-party and information from other sources. For purposes of the Data Enhancement Services, “Client Data” means any data that you provide to us for inclusion in the Services (excluding data owned by a third-party) and “Our Data” includes the results of the Data Enhancement Services, subject to any rights of the third-party or third-party manufacturer. With respect to any historical Client Data, you are responsible for extracting, converting, formatting, and otherwise ensuring that your historical Client Data is useable with the Data Enhancement Services. Historical data will be imported as individual table data in static form and, due to the complexity of historical data relationships, we cannot import historical data relationships or table relationships. Historical Client Data may only be viewed as archived history within the Data Enhancement Services. Any data conversion fees incurred is a separate, non-refundable fee.
Consumer Data. You represent and warrant that you will collect Consumer Data in accordance with all applicable laws, including the Fair Credit Reporting Act, the rules and regulations promulgated by the Federal Trade Commission on unfair or deceptive practices, the rules and regulations promulgated by the Consumer Financial Protection Bureau including Truth in Advertising rules and Regulation Z, and any other applicable consumer data protection or financial protection laws. You are solely responsible for ensuring that the Consumer Data you collect is collected, processed, stored, used, and shared in accordance with applicable law. You are solely responsible for ensuring the integrity and security of Consumer Data.
Ownership; Templates. We grant you the limited license to publish, display and access and use Intellectual Property during the Term. You are prohibited from copying, publishing, displaying or otherwise exploiting Intellectual Property (including sharing such materials to a competitor of ours or directing a competitor to use such materials on your behalf).
Indemnification. You represent and warrant that you own the right, title, and interest to your Client Content, including the right to publish, reproduce, distribute, and license. You acknowledge and agree to indemnify and defend us from any claim, suit, or proceeding brought against us regarding any and all claims, damages, liabilities, losses, suits, legal action, investigations, and threats of same concerning the alleged or actual infringement of any Client Content you provide or approve for use in the Services.
Third-Party Service Integration. We may allow certain integrations between Third-Party Services and our Services (each an “Integration”). By requesting, accepting, or authorizing an Integration, you expressly:
1. Authorize us to integrate the Services with the Third-Party Services and exchange Client Data, Client Content, and Consumer Data relating to the Services (collectively, the “Data”) with the Third-Party Services for the purposes set forth in these Terms and the Third-Party Service provider’s terms and conditions.
2. Represent and warrant that you (i) have the authority to allow the above-described exchange of Data and (ii) have obtained and will obtain all legally required consents from data subjects and/or providers regarding this exchange and use of Data.
3. Waive and forever release us and our officers, directors, employees, shareholders, agents, and affiliates, and all of our respective successors and assigns, from any and all claims and causes of action, whether known or unknown, which you may have, arising out of or related to the Integration.
Client Obligations. In order for us to perform the Listing Services, you must (a) establish all applicable accounts (like E-Bay and Amazon); and (b) provide us with access to applicable accounts. In addition, you shall own and be solely responsible for your website, domain, and domain names, and shall be responsible for redirecting users from your website to the Services.
Acceptable Use. You may only use Third Party Data to provide to consumers in connection with the sales and advertising of parts, inventory, garment or accessories and to enhance parts, inventory, garment or accessories data, either by including the Third Party Data on a website to describe parts, inventory, garment or accessories. You may not sell, distribute, or alter the Third Party Data.
Warranty Disclaimer. THE ECATALOG SERVICES ARE LICENSED “AS IS” WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY WARRANTY OF MERCHANTABILITY, PERFORMANCE, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT OF INTELLECTUAL PROPERTY. We do not warrant that operations will be uninterrupted or error free, or that the Third Party Data will contain correct, accurate, or complete data.
License Restrictions. With respect to the eCatalog Services and the Data Enhancement Services, where we receive eCatalog Data from a third-party manufacturer, your right to use the eCatalog Data we provide is limited by the license terms that we agree to with the associated third-party manufacturer. Subject to the license limitations in our agreement with the third-party manufacturer or licensor, we hereby grant you the limited, revocable, non-sublicensable, non-transferable right to use the eCatalog Services, Data Enhancement Services or eCatalog Data solely for the purpose of receiving the applicable Services during the Term. We may restrict or revoke your right to use such data or modify the eCatalog Data at any time with or without notice. We are not responsible for the accuracy or completeness of a third-party manufacture’s eCatalog Data, including any instructions or specifications.
Intellectual Property Ownership. The third-party manufactures or licensors of the eCatalog Data own the right, title, and interest, including all related intellectual property rights, in and to the eCatalog Data. Any and all enhancements or modifications, including the layout, look and feel or organization of the eCatalog Data, for purposes of providing eCatalog Services or Data Enhancement Services, is our Intellectual Property. Your limited, revocable, non-sublicensable, non-transferable right to use the eCatalog Services, Data Enhancement Services or eCatalog Data does not convey to you any rights or ownership in the eCatalog Services, Data Enhancement Services or eCatalog Data.
Project and Integration Support. You understand that you are responsible for configuring the eCatalog Services to connect using the specifications we provide.
API Integration. Certain eCatalog Services may allow you to integrate with APIs. You may conduct the API integration, or grant access to a third party to conduct the integration on your behalf. Upon your request, we will provide to you the information necessary to perform the API integration. You agree that you are solely responsible for such integration and that we are not responsible for any errors or deficiencies in the API integration performed by you or on your behalf. You agree that any third party that conducts such API Integration will execute a Confidentiality and Non-Disclosure Agreement with us prior to gaining access to any proprietary information.
Catalog Management. If you sign up for a managed catalog, we will provide updates from distributor catalogs throughout the year. Updates are done as soon as practical. Given the amount of products managed, updates may be delayed from a product release to its propagation in the eCatalog Service. We are not responsible for any errors and any errors found in the provided content must be reported to us to be fixed.
1. New Products: As new products are added to the listing you will be notified in the administrative display.
2. Price Updates/Closeouts: We will keep MSRP current with the information provided by each distributor. As prices change, you will be notified in the administrative display.
3. Inventory Updates: We will pull inventory updates from all distributors at a minimum of once a day. These values are provided by the distributor and are subject to change without notice. We cannot ensure that all quantities will be available for purchase at all times.

Last Updated 06/30/2024