THIS IS AN AGREEMENT BETWEEN YOU OR THE ENTITY THAT YOU REPRESENT (hereinafter “You” or “Your”) AND VENDOR SELLER, INCORPORATED (hereinafter “Vendor Seller” or ‘We’) GOVERNING YOUR USE OF VENDOR SELLER ONLINE BUSINESS PRODUCTIVITY AND COLLABORATION SOFTWARE.

1. Parts of this Agreement

This Agreement consists of the following terms and conditions (hereinafter the “General Terms”, “Terms” or “Terms of Service”) and terms and conditions, if any, specific to use of Tools, DataHub and/or Services (hereinafter the “Service” or “Services”). The General Terms and Service Specific Terms are collectively referred to as the “Terms”. In the event of a conflict between the General Terms and Service Specific Terms, the Service Specific Terms shall prevail.

2. Acceptance of the Terms

You must be of legal age to enter into a binding agreement to accept the Terms. If you do not agree to these Terms, do not use any of our Services. If you agree to our Terms and do not agree to any Service Terms, do not use the corresponding Service. You can accept the Terms by checking a checkbox or clicking on a button indicating your acceptance of the terms or by actually using the Services.

3. Description of Service

Subject to your compliance with this Agreement and an account in good standing, we commit to providing you with a limited, non-exclusive, non-transferable license to access and use the applications for the subscription period. Subject to chosen subscription level and scope, Services provide a web-based business application for e-commerce vendors, retailers and sellers on the Amazon e-commerce marketplaces to understand the estimated search volumes and competitive positioning of their products. You may use the Service for your business or for internal business purposes in the organization that you represent. Services are offered on a commercially reasonable effort basis with no warranty as to accuracy, completeness, timeliness, data integrity or data cleanliness (e.g. brand names). You accept that our services are built upon third-party data and APIs provided by third parties who may change their formats without notice and break our application, which we will endeavor to fix as soon as practicable. During any such periods of outage or data collection failure, Vendor Seller cannot be held liable for missing data and loss of service.

4. Subscription to Beta Service

We may offer certain Services as closed or open beta services (“Beta Service” or “Beta Services”) for the purpose of confidential testing and evaluation. You agree that we have the sole authority and discretion to determine the period of time for testing and evaluation of Beta Services. We will be the sole judge of the success of such testing and the decision, if any, to offer the Beta Services as commercial services. You will be under no obligation to acquire a subscription to use any paid Service as a result of your subscription to any Beta Service. We reserve the right to fully or partially discontinue, at any time and from time to time, temporarily or permanently, any of the Beta Services with or without notice to you. You agree that Vendor Seller will not be liable to you or to any third party for any harm related to, arising out of, or caused by the modification, suspension or discontinuance of any of the Beta Services for any reason.

5. Modification of Terms of Service

We may modify the Terms of Service upon notice to you at any time through a service announcement or by sending email to your primary email address. If we make significant changes to the Terms that affect your rights, you will be provided with at least thirty (30) days advance notice of the changes by email to your primary email address. You may terminate your use of the Services by providing Vendor Seller notice by email within thirty (30) days of being notified of the availability of the modified Terms if the Terms are modified in a manner that substantially affects your rights in connection with use of the Services. In the event of such termination, you will be entitled to a prorated refund of the unused portion of any prepaid fees. Your continued use of the Service after the effective date of any change to the Terms will be deemed to be your agreement to the modified Terms.

6. User Sign up Obligations

6.1 – You need to sign up for a user account by providing all required information to access or use the Services. If you represent an organization and wish to use the Services for corporate internal use, we require that you, and all other users from your organization, sign up for user accounts by providing your corporate contact information. In particular, we require that you use your personally identifiable corporate email address.

6.2 – You agree to:

6.2.1 – provide true, accurate, current and complete information about yourself as prompted by the sign up process;

6.2.2 – maintain and promptly update the information provided during sign up to keep it true, accurate, current, and complete; and

6.2.3 – remove user access for any users no longer under your control.

6.3 – If you provide any information that is untrue, inaccurate, outdated, or incomplete, or if Vendor Seller has reasonable grounds to suspect that such information is untrue, inaccurate, outdated, or incomplete, Vendor Seller may terminate your user account and refuse current or future use of any or all of the Services.

7. Organization Accounts and Administrators

7.1 – When you sign up for an account for your organization you may specify one or more administrators. The administrators will have the right to configure the Services based on your requirements and manage end users in your organization account. If your organization account is created and configured on your behalf by a third party, it is likely that such third party has assumed administrator role for your organization. Make sure that you enter into a suitable agreement with the third party specifying each party’s roles and restrictions as an administrator of your organization account, with provision for you to take back full control at any time and for any reason.

7.2 – You are responsible for:

7.2.1 – ensuring confidentiality of your organization account password;

7.2.2 – appointing competent individuals as administrators for managing your organization account;

7.2.3 – ensuring that all activities that occur in connection with your organization account comply with this Agreement. You understand that Vendor Seller is not responsible for account administration and internal management of the Services for you.

7.3 – You are responsible for taking necessary steps for ensuring that your organization does not lose control of the administrator accounts. You may specify a process to be followed for recovering control in the event of such loss of control of the administrator accounts by sending an email to support@vendorseller.com, provided that the process is acceptable to Vendor Seller. In the absence of any specified administrator account recovery process, Vendor Seller may provide control of an administrator account to an individual providing proof satisfactory to Vendor Seller demonstrating authorization to act on behalf of the organization. You agree not to hold Vendor Seller liable for the consequences of any action taken by Vendor Seller in good faith in this regard.

8. Prohibited Uses

8.1 – The Services may be used only:

8.1.1 – for internal business purposes;

8.1.2 – by the number of persons for whom a license fee has been paid;

8.1.3 – without alteration or combination with other products, services or software except as expressly authorized in any applicable documentation; and

8.1.4 – in compliance with all applicable laws and in compliance with all documentation and instructions provided by us.

8.2 – In addition, you may not:

8.2.1 – harm, misuse or misappropriate the Services. You expressly agree that you may not:

• • use the Services in any manner that could damage, disable, overburden, or impair the Services;
  • post or transmit any information or software which contains a virus, Trojan horse, worm or other harmful component;
  • reverse engineer, reverse compile, decompile, disassemble, or translate, exploit, or otherwise derive the source code of the Services;
  • resell or otherwise exploit for commercial purposes, directly or indirectly, any portion of the Services, or access to them;
  • use information obtained from the Services for solicitation purposes of any kind, directly or indirectly;
  • access (or attempt to access) this site through any automated means (including use of scripts or web crawlers);
  • make any derivative works based, in whole or in part, on any portion or all of the Services;
  • use i-frames, webpage frames, or any similar framing, to enclose, capture or distribute any part of the Services;
  • mirror or cache or store any pages or portions of the Services;
  • use a false email address, impersonate any person or entity, forge e-mail headers or otherwise disguise the origin of any communication or mislead as to the source of the information you provide to the Services;
  • attempt to gain unauthorized access to any services or information to which you have not been granted access through password mining or any other process.

8.2.2 – harm Vendor Seller. You expressly agree that you may not:

• • remove, alter or obscure any titles, product logo or brand name, trademarks, copyright notices, proprietary notices or other indications of the intellectual property rights and/or our rights and ownership thereof, whether such notice or indications are affixed on, contained in or otherwise connected to the Services, or documentation, or on any copies made in accordance with this Agreement;
  • co-brand any portion of the Services;
  • portray VendorSeller or its affiliates in a negative manner or otherwise portray its Services in a false, misleading, derogatory or offensive manner;
  • otherwise imply any endorsement by us of your brands or services;

8.2.3 – harm other users. You expressly agree that you may not:

• • restrict or inhibit any other user from using and enjoying the Services;
  • post or transmit any unlawful, fraudulent, libelous, defamatory, obscene, pornographic, vulgar, sexually-orientated, profane, threatening, abusive, hateful, offensive, false, misleading, derogatory, or otherwise objectionable information of any kind, including without limitation any transmissions constituting or encouraging conduct that would constitute a criminal offense, give rise to civil liability, or otherwise violate any local, state, national or foreign law, including without limitation the U.S. export control laws and regulations;
  • post or transmit any advertisements or other unsolicited commercial communication (except as otherwise expressly permitted by VendorSeller) or engage in spamming or flooding.

8.3 – You will keep and protect any of our Confidential Information as confidential, using at least the same efforts you use to protect your own confidential information and in no event less than reasonable and industry standard efforts. Our “Confidential Information” includes the Services, documentation and information about the Services and their operation or any other information which a reasonable person would understand to be confidential or proprietary in nature.

8.4 – You agree to return or destroy our Confidential Information when this Agreement is over. You acknowledge and agree that, if you violate your confidentiality obligations hereunder, we shall be entitled to seek equitable relief to prevent such violation in addition to other remedies.

9. Personal Information and Privacy

9.1 – Personal information you provide to Vendor Seller through the Service is governed by the Vendor Seller Privacy Policy. Your election to use the Service indicates your acceptance of the terms of the Vendor Seller Privacy Policy. You are responsible for maintaining confidentiality of your username, password and other sensitive information. You are responsible for all activities that occur in your user account and you agree to inform us immediately of any unauthorized use of your user account by email to support@vendorseller.com. We are not responsible for any loss or damage to you or to any third party incurred because of any unauthorized access and/or use of your user account, or otherwise.

9.2 – Vendor Seller and You undertake, each on its own behalf, to comply with the laws and regulations that apply to personal data, including the General Data Protection Regulation (Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016) as from its entry into force, namely May 25th, 2018. Vendor Seller practices a policy of protection of personal data, the characteristics of which are detailed in the Vendor Seller Privacy Policy which You are expressly invited to read.

10. Communications from Vendor Seller

The Service may include certain communications from Vendor Seller, such as service announcements, administrative messages and newsletters. You understand that these communications shall be considered part of using the Services. As part of our policy to provide you privacy, we also provide you with the option of opting out from receiving newsletters from us. However, you will not be able to opt-out from receiving service announcements and administrative messages. By using the Service, you consent to receiving certain electronic communications from us through the e-mail address listed in your user account.

11. Fees and Payments

The Services are available under prepaid subscription plans for various durations. Your subscription will be automatically renewed at the end of each subscription period or until you inform us that you do not wish to renew the subscription. You can manage subscriptions and payments in “My Account”.

Vendor Seller will invoice you for any applicable taxes such as GST, VAT, sales tax or the like, given our and your local, state, provincial or foreign laws with respect to your subscription to our Services.

At the time of automatic renewal, the subscription fee will be charged to the Credit Card last used by you. We provide you with the option of changing the details if you would like the payment for the renewal to be made through a different Credit Card. If you do not wish to renew the subscription, you must inform us at least seven (7) days prior to the renewal date. If you have not informed us that you do not wish to renew the subscription, you will be presumed to have authorized Vendor Seller to charge the subscription fee to the Credit Card last used by you.

From time to time, we may change the price of any Service or charge for use of Services that are currently available free of charge. Any increase in charges will not apply until the expiry of your current billing cycle. You will not be charged for using any Service unless you have opted for a paid subscription plan.

Visit “My Account” should you wish to downgrade your plan, any unused subscription monies will be used to extend the subscription period of the remaining services at the then prevailing rate.

Failure to renew the subscription will, at Vendor Seller’s discretion, result in suspension of service. If a subscription is suspended, Vendor Seller may delete any saved user data (e.g. favorite keyword lists) after thirty (30) days unless the account is reactivated.

Services are prepaid and not refundable unless, at our discretion, there has been a material breach of service through Vendor Seller’s fault, in which case a prorated amount for the remaining term will be refunded. A failure due to unexpected changes or discontinuation of third-party sources, or subscriber inactivity, will not be an acceptable basis for a refund. No refund will be given in case of any client breach of these Terms of Service. We do, however, offer refunds to clients who have not logged into and / or used our DataHub platform.

12. Restrictions on Use

In addition to all other terms and conditions of this Agreement, you shall not:

12.1 – transfer the Services or otherwise make them available to any third party;

12.2 – provide any service based on the Services without prior written permission;

12.3 – use the Services in any manner that could damage, disable, overburden, impair or harm any server, network, computer system, resource of Vendor Seller;

12.4 – violate any applicable local, state, national or international law;

12.5 – create a false identity to mislead any person as to the identity or origin of any communication; and

12.6 – review or publish any review of the services offered by Vendor Seller without prior permission and opportunity for Vendor Seller to critique its content.

12.7 – hold Vendor Seller responsible for any third-party services that are linked to Vendor Seller’s applications

12.8 – remove, obscure or otherwise share any proprietary or confidential Vendor Seller information identified by such notices

12.9 – attempt to reverse engineer, reproduce or otherwise embed Vendor Seller services into other applications without entering into a prior written licensing agreement with Vendor Seller.

13. User Accounts Policy

We reserve the right to terminate unpaid user accounts if the account goes delinquent for a continuous period of thirty (30) days. In the event of such termination, all data associated with such user account will be deleted. We will provide you with notice of such termination prior to terminating the service and data associated with the account.

14. Data Ownership

This policy is designed to respect Acceptable Use Policy. Consequently we only show your data to you and never aggregate it across clients for any other purpose. We consider the data that we collect on your behalf to be owned by you and we will not use it for any other purpose without your permission. You own any content created or stored by you. Unless specifically permitted by you, your use of the Services does not grant Vendor Seller the license to use, reproduce, adapt, modify, publish or distribute the content created by you or stored in your user account for Vendor Seller’s commercial, marketing or any similar purpose. But you grant Vendor Seller permission to access, copy, distribute, store, transmit, reformat, and display the content of your user account solely as required for the purpose of providing the Services to you. Whenever we present aggregate market data, it is sourced/licensed from reputable third-party sources and not derived or aggregated in any way from clients’ Vendor or Seller accounts.

15. Sample files and Applications

Vendor Seller may provide sample files and applications for the purpose of demonstrating the possibility of using the Services effectively for specific purposes. The information contained in any such sample files and applications consists of random data. Vendor Seller makes no warranty, either express or implied, as to the accuracy, usefulness, completeness or reliability of the information or the sample files and applications.

16. Corrective and Update Maintenance

16.1 – Corrective Maintenance

The purpose of corrective maintenance is to correct, during the term of the Subscription, any anomalies, being understood as a bug or a malfunction that may be found on the DataHub and its new versions (hereinafter referred to as the ‘Anomalies‘) after the Users’ registration takes effect. You shall notify Vendor Seller any Anomaly via live chat available on the DataHub or by email at the following contact address support@vendorseller.com attempting to give a maximum of useful information so that Vendor Seller may characterize the incident.

Vendor Seller shall then proceed to the diagnosis of the Anomaly, including verifying whether its origin is the DataHub or not. Vendor Seller shall inform You by email or live chat available on the DataHub of the results of this diagnosis in a timely manner. In case Vendor Seller finds that the origin of the Anomaly is not the DataHub, it shall inform you without delay. Otherwise, it shall commit the necessary resources to correct the Anomaly as soon as practicable.

16.2 – Update Maintenance

During the term of Subscription, Vendor Seller shall help You benefit from all improvements of the functionalities of the DataHub (hereinafter referred to as the ‘Updates‘). The nature and the frequency of these Updates shall be left at Vendor Seller’s own discretion. You expressly agree that the Updates shall be performed automatically and without prior notice.

16.3 – New Versions

During the term of Subscription, Vendor Seller shall help You benefit from all changes to the DataHub by adding new functionalities (hereinafter referred to as the ‘New Versions‘). You acknowledge and expressly agree that it will be carried out either free of charge or for a fee and that in both cases, it may be made available to other Vendor Seller Clients.

In the last case, New Versions will be subject to a specific price. Vendor Seller will send you a quotation, which will be specified the terms of their realization, their price, and terms of payment. You will validate this quotation by sending a signed version to Vendor Seller.

17. Technical Support

Subject to your continued payment of all fees, Vendor Seller will provide you with its standard technical support for the Service during Vendor Seller’s regular business hours.

18. Trademark

Vendor Seller, Vendor Seller logo, the names of individual Services and their logos are trademarks of Vendor Seller Incorporated. You agree not to display or use, in any manner, the Vendor Seller trademarks, without Vendor Seller’s prior permission.

19. Intellectual Property

All content and information on the Website, including but not limited to text, graphics, logos, images, audio clips, videos, and software, is the property of us or our licensors and is protected by copyright, trademark, and other intellectual property laws. You may not modify, copy, distribute, transmit, display, perform, reproduce, publish, license, create derivative works from, transfer, or sell any information, software, products, or services obtained from the Website or the Services.

20. Disclaimer of Warranties

YOU EXPRESSLY UNDERSTAND AND AGREE THAT THE USE OF THE SERVICES IS AT YOUR SOLE RISK. THE SERVICES ARE PROVIDED ON AN AS-IS-AND-AS-AVAILABLE BASIS. VENDOR SELLER EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. VENDOR SELLER MAKES NO WARRANTY THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE. USE OF ANY MATERIAL DOWNLOADED OR OBTAINED THROUGH THE USE OF THE SERVICES SHALL BE AT YOUR OWN DISCRETION AND RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM, MOBILE TELEPHONE, WIRELESS DEVICE OR DATA THAT RESULTS FROM THE USE OF THE SERVICES OR THE DOWNLOAD OF ANY SUCH MATERIAL. NO ADVICE OR INFORMATION, WHETHER WRITTEN OR ORAL, OBTAINED BY YOU FROM VENDOR SELLER, ITS EMPLOYEES OR REPRESENTATIVES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TERMS.

21. Limitation of Liability

YOU AGREE THAT VENDOR SELLER SHALL, IN NO EVENT, BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE, OR OTHER LOSS OR DAMAGE WHATSOEVER OR FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, COMPUTER FAILURE, LOSS OF BUSINESS INFORMATION, OR OTHER LOSS ARISING OUT OF OR CAUSED BY YOUR USE OF OR INABILITY TO USE THE SERVICE, EVEN IF VENDOR SELLER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. IN NO EVENT SHALL VENDOR SELLER’S ENTIRE LIABILITY TO YOU IN RESPECT OF ANY SERVICE, WHETHER DIRECT OR INDIRECT, EXCEED THE FEES PAID BY YOU TOWARDS SUCH SERVICE.

22. Indemnification

You agree to indemnify and hold harmless Vendor Seller, its officers, directors, employees, suppliers, and affiliates, from and against any losses, damages, fines and expenses (including attorney’s fees and costs) arising out of or relating to any claims that you have used the Services in violation of another party’s rights, in violation of any law, in violations of any provisions of the Terms, or any other claim related to your use of the Services, except where such use is authorized by Vendor Seller.

23. Arbitration

Any controversy or claim arising out of or relating to the Terms shall be settled by binding arbitration in accordance with the commercial arbitration rules of the American Arbitration Association. Any such controversy or claim shall be arbitrated on an individual basis and shall not be consolidated in any arbitration with any claim or controversy of any other party. The decision of the arbitrator shall be final and unappealable. The arbitration shall be conducted in Washington state and judgment on the arbitration award may be entered into any court having jurisdiction thereof. Notwithstanding anything to the contrary, Vendor Seller may at any time seek injunctions or other forms of equitable relief from any court of competent jurisdiction.

24. Suspension and Termination

We may suspend your user account or temporarily disable access to whole or part of any Service in the event of any suspected illegal activity, extended periods of inactivity or requests by law enforcement or other government agencies. Objections to suspension or disabling of user accounts should be made to support@vendorseller.com within thirty (30) days of being notified about the suspension. We may terminate a suspended or disabled user account after thirty (30) days. We will also terminate your user account on your request.

In addition, we reserve the right to terminate your user account and deny the Services upon reasonable belief that you have violated the Terms and to terminate your access to any Beta Service in case of unexpected technical issues or discontinuation of the Beta Service. You have the right to terminate your user account if Vendor Seller breaches its obligations under these Terms and, in such an event, you will be entitled to a prorated refund of any prepaid fees. Termination of user account will include denial of access to all Services, deletion of information in your user account such as your email address and password and deletion of all data in your user account.

25. Assignability

Neither party may assign its right, duties, or obligations under this Agreement without the other party’s prior written consent, which consent will not be unreasonably withheld or delayed, except that VendorSeller may assign this agreement to an affiliate or a successor (including a successor by way of Change of Control or operation of law), or in connection with the sale of all of the assets or business to which this agreement relates. A Change of Control shall be deemed to cause an assignment of this agreement. “Change of Control” means a merger, acquisition, divestiture, sale of assets or equity, or similar transaction.

26. Force Majeure

Vendor Seller will have no liability for, or be considered to be in default under these Terms or any Order Form on account of, any delay or failure to perform as a result of any cause or condition beyond its reasonable control, including without limit any fire, explosion, power blackout, earthquake, flood, severe storm, acts of God, strike, embargo, labor disputes, act of war, terrorism, or acts of regulatory or governmental agencies (“Force Majeure”).

27. International Users

The Services are controlled, operated and administered by us from within the United States. We make no representation that this site is available for access or use at other locations outside the U.S. However, any access or use from outside the U.S. remains subject to this Agreement. You agree not to access or use any information or materials on the Services in violation of U.S. export laws and regulations, or in violation of any laws or regulations in the country from which you are accessing the Services.

28. Governing Law

These Terms are governed by the laws of the State of Washington without regard to conflict of law principles. If a lawsuit or court proceeding is permitted under these Terms, then you and Vendor Seller agree to submit to the personal and exclusive jurisdiction of the state courts and federal courts located within King County, Washington for the purpose of litigating any dispute. We operate the Service from our offices in Washington, and we make no representation that Materials included in the Service are appropriate or available for use in other locations.

29. General

These Terms, together with any other agreements expressly incorporated by reference into these Terms, are the entire and exclusive understanding and agreement between you and VendorSeller regarding your use of the Service. Except as expressly permitted above, these Terms may be amended only by a written agreement signed by authorized representatives of all parties to these Terms. The failure to require performance of any provision will not affect our right to require performance at any other time after that, nor will a waiver by us of any breach or default of these Terms, or any provision of these Terms, be a waiver of any subsequent breach or default or a waiver of the provision itself. Use of section headers in these Terms is for convenience only and will not have any impact on the interpretation of any provision. If any part of these Terms is held to be invalid or unenforceable, the unenforceable part will be given effect to the greatest extent possible, and the remaining parts will remain in full force and effect. Upon termination of these Terms, Sections 9, 11, 14, 18, 19, 20, 21, 22, 23, 25, 26 and 28, along with any other accompanying agreements, will survive.