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Terms of Service
(last updated June 17, 2015)
Welcome to Sku IQ. We developed this service to make it easy for you to become an omni-channel retailer and manage both your in-store and online inventory as one. We hope this will free you up to focus on your own product or service, rather than the technology behind it.
Sku IQ is a product that is owned and operated by Boutiika Labs (officially, Boutiika Inc.) ("Boutiika"). The Terms and Conditions below (the "Terms") govern your access to and use of the Sku IQ services operated through the Sku IQ website at skuiq.com, app.skuiq.com and any other web and software properties owned or controlled by Boutiika (collectively, the "Service"). By using the Service, you are agreeing to be bound by the Terms.
Boutiika reserves the right to update and change the Terms from time to time without notice. Any new features that augment or enhance the Service, including the release of new tools and resources, shall be subject to the Terms. Continued use of the Service after any such changes shall constitute your consent to such changes. You can review the most current version of the Terms at any time at https://app.skuiq.com/terms.
IF YOU DO NOT ACCEPT THESE TERMS, THEN YOU MAY NOT USE THE SERVICE.
Violation of any of the Terms will result in the termination of your account. You agree to use the Service at your own risk.
1. Eligibility & Account Creation
In order to use the Service, you must be the age of majority in your country and fully competent to understand and agree to the Terms. You may not use any part of the Service if you are under the age of 18, or if you have previously been removed from any part of the Service. You hereby represent and warrant to us that: (i) you have all requisite right, power and authority to enter into these Terms and perform your obligations and grant the rights, licenses and authorizations you grant hereunder; (ii) you and all of your subcontractors, agents and employees will comply with all applicable laws in the performance of your obligations and exercise of your rights under these Terms; and (iii) you will not use the Service for any purpose other than as contemplated herein. If you are using or opening an account on the Service on behalf of a retailer ("Retailer"), then you represent and warrant that you are an authorized representative of that Retailer with the authority to bind such Retailer to the Terms, and you hereby agree on behalf of such Retailer to be bound by the Terms. In such a case, references to "you" in these Terms will apply to you, your Retailer, and any other individual user authorized to use the Service on behalf of such Retailer.
During the creation of your account, you must provide a valid email address and any other information requested in order to complete the signup process ("Login Credentials"). You are solely responsible for maintaining the security of your Login Credentials and account. You agree to protect your account by guarding your Login Credentials, and to change it as soon as possible if you believe its security has been compromised. You may not disclose your Login Credentials to any third party (other than third parties authorized by you to use your account in accordance with these Terms) and are solely responsible for any use of or action taken using your Login Credentials. You also agree to notify Boutiika immediately if you believe your account has been used without your authorization. Boutiika cannot and will not be liable for any loss or damage from your failure to comply with this security obligation.
2. Your Responsibilities
You are responsible for all content posted and activity that occurs under your account (even when content is posted by others who have access to your account). You may not use the Service for any illegal or unauthorized purpose. You must not, in the use of the Service, violate any laws in your jurisdiction (including but not limited to copyright laws).
In connection with your use of the Service, you hereby authorize and grant Boutiika a worldwide, nonexclusive, royalty free, fully paid, sublicensable, transferable, right and license to store, index, and reproduce your trademarks and logos ("Marks") and other content you provide through the Service for display (i) on the Service and (ii) through third party syndication partners, including social media services (Twitter, Pinterest, Facebook, etc.). We claim no other intellectual property rights over the material you provide through the Service. Your Marks, profile and materials uploaded remain yours. Boutiika does not pre-screen content, but Boutiika and its designee have the right (but not the obligation) in their sole discretion to refuse or remove any content that is available via the Service.
Unless provided otherwise elsewhere in these Terms, you are solely responsible for all customer service issues relating to your use of the Service (including pricing, item information, and availability), order fulfillment and shipping and handling, order cancellation by you or a customer of yours, returns, refunds and adjustments, and feedback concerning experiences with your personnel, policies or processes. In performing customer service, you will always present yourself as a separate entity from us. We may communicate with you via email, phone, text message and any other similar technology for purposes relating to your account, or any other service we provide to you.
You expressly understand and agree that Boutiika shall not be liable for any direct, indirect, incidental, special, consequential or exemplary damages, including but not limited to, damages for loss of profits, goodwill, use, data or other intangible losses (even if Boutiika has been advised of the possibility of such damages), resulting from your use of the Service.
A valid credit card is required for paying accounts. Free accounts are not required to provide a credit card number. If you initially sign up for an account, and you do not activate your subscription within the trial period, your account will be suspended and remain so until you explicitly activate your subscription by providing a valid credit card.
The Service is billed in advance on a monthly basis and is non-refundable. There will be no refunds or credits for partial months of service, upgrade/downgrade refunds, or refunds for months unused with an open account. In order to treat everyone equally, no exceptions will be made. All fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and you shall be responsible for payment of all such taxes, levies, or duties, excluding only United States (federal or state) taxes.
For any upgrade or downgrade in plan level, your credit card that you provided will automatically be charged the new rate on your next billing cycle. Downgrading your Service may cause the loss of content, features, or capacity of your account. Boutiika does not accept any liability for such loss.
4. Cancellation & Termination
You are solely responsible for properly canceling your account. An email request to firstname.lastname@example.org to cancel your account is acceptable as cancellation notice at the end of the current billing cycle.
All of your content will be immediately deleted from the Service upon cancellation. This information cannot be recovered once your account is cancelled.
If you cancel the Service before the end of your current paid up month, your cancellation will take effect immediately and you will not be charged again.
Boutiika, in its sole discretion, has the right to suspend or terminate your account and refuse any and all current or future use of the Service, or any other Boutiika service, for any reason at any time. Such termination of the Service will result in the deactivation or deletion of your account or your access to your account, and the forfeiture and relinquishment of all content in your account. Boutiika reserves the right to refuse service to anyone for any reason at any time.
5. Modification to the Service & Prices
Boutiika reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Service (or any part thereof) with or without notice.
Prices of all Services, including but not limited to monthly subscription plan fees to the Service, are subject to change upon 30 days notice from us. Such notice may be provided at any time by posting the changes to the Sku IQ sites http://www.skuiq.com or https://app.skuiq.com, via an email from us, or the Service itself.
Boutiika shall not be liable to you or to any third party for any modification, price change, suspension or discontinuance of the Service.
5. General Conditions
Your use of the Service is at your sole risk. The service is provided on an "as is" and "as available" basis.
Technical support is only provided to paying account holders and is only available via email and via the support link available at https://support.skuiq.com.
You must not modify, adapt or hack the Service or modify another website so as to falsely imply that it is associated with the Service, Boutiika or any other Boutiika service.
You agree not to reproduce, duplicate, copy, sell, resell or exploit any portion of the Service, use of the Service, or access to the Service without the express written permission by Boutiika.
We may, but have no obligation to, remove content and accounts containing content that we determine in our sole discretion are unlawful, offensive, threatening, libelous, defamatory, pornographic, obscene or otherwise objectionable or violates any party’s intellectual property or these Terms.
Verbal, physical, written or other abuse (including threats of abuse or retribution) of any Boutiika customer, employee, member, or officer will result in immediate account termination.
You understand that the technical processing and transmission of the Service, including your content, may be transferred unencrypted and involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices.
You must not upload, post, host, or transmit unsolicited email, SMSs, or "spam" messages.
You must not transmit any worms or viruses or any code of a destructive nature.
If your usage significantly exceeds the average bandwidth usage (as determined solely by Boutiika) of other Sku IQ customers, we reserve the right to immediately disable your account or throttle your account until you can reduce your bandwidth consumption.
Boutiika does not warrant that (i) the Service will meet your specific requirements, (ii) the Service will be uninterrupted, timely, secure, or error-free, (iii) the results that may be obtained from the use of the Service will be accurate or reliable, (iv) the quality of any products, services, information, or other material purchased or obtained by you through the Service will meet your expectations, and (v) any errors in the Service will be corrected.
You expressly understand and agree that Boutiika shall not be liable for any direct, indirect, incidental, special, consequential or exemplary damages, including but not limited to, damages for loss of profits, goodwill, use, data or other intangible losses (even if Boutiika has been advised of the possibility of such damages), resulting from: (i) the use or the inability to use the Service; (ii) the cost of procurement of substitute goods and services resulting from any goods, data, information or services purchased or obtained or messages received or transactions entered into through or from the Service; (iii) unauthorized access to or alteration of your transmissions or data; (iv) statements or conduct of any third party on the Service; (v) or any other matter relating to the Service.
The failure of Boutiika to exercise or enforce any right or provision of the Terms shall not constitute a waiver of such right or provision. The Terms constitutes the entire agreement between you and Boutiika and govern your use of the Service, superseding any prior agreements between you and Boutiika (including, but not limited to, any prior versions of the Terms).
Questions about the Terms should be sent to email@example.com.
You agree to defend, indemnify, and hold harmless Boutiika (and its respective officers, directors, employees and agents) from and against any claims, liabilities, damages, losses, and expenses, including without limitation reasonable legal and accounting fees, arising out of or connected with: (i) your access to or use, misuse, or abuse of the Service; (ii) any actual or alleged breach of your representations, warranties, or obligations set forth in the Terms; (iii) your web properties, the items you sell, any content, Marks, or materials you provide, the advertisement, offer, sale or return of any items you sell; (iv) any actual or alleged infringement of any intellectual property or proprietary rights by any items you sell or content you provide; or (v) taxes owed by you or the collection, payment or your failure to collect or pay taxes on sales to your customers. You will use counsel reasonably satisfactory to us to defend each indemnified claim. If at any time we reasonably determine that any indemnified claim might adversely affect us, we may take control of the defense at our expense. You may not consent to the entry of any judgment or enter into any settlement of a claim without our prior written consent, which may not be unreasonably withheld.
7. No Warranties
AS SPECIFIED IN THE TERMS, THE SERVICE IS PROVIDED ON AN "AS IS" AND “AS-AVAILABLE” BASIS, WITHOUT WARRANTY OF ANY KIND, EXPRESS, STATUTORY, OR IMPLIED, INCLUDING, BUT NOT LIMTED TO WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY OR ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE PRACTICE. RETAILER FURTHER ACKNOWLEDGES THAT BOUTIIKA DOES NOT WARRANT THAT: (I) THE OPERATION OF THE SERVICE WILL BE UNINTERRUPTED OR ERROR FREE; (II) FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; (III) THE SERVICE IS NOT VULNERABLE TO FRAUD OR UNAUTHORIZED USE; (IV) USE OF THE SERVICE WILL RESULT IN ANY SALES OR REVENUE OR OTHER BENEFIT TO YOU; OR (V) THE FEATURES, CATEGORIES, OR FUNCTIONALITIES OF THE SERVICE WILL BE AVAILABLE AT ANY TIME IN THE FUTURE. ALL UNIFORM COMMERCIAL CODE WARRANTIES ARE EXPRESSLY DISCLAIMED BY THE PARTIES.
8. Limitation of Liability
NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR SPECIAL DAMAGES, ARISING OUT OF OR RELATED TO THESE TERMS INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF INFORMATION, AND THE LIKE, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS SECTION SHALL NOT APPLY TO EITHER PARTY'S (A) ABILITY TO OBTAIN INJUNCTIVE OR OTHER EQUITABLE RELIEF; AND (B) AMOUNTS PAYABLE TO THIRD PARTIES ARISING OUT OF INDEMNIFICATION OBLIGATIONS UNDER SECTION 6. YOU AGREE THAT BOUTIIKA'S AGGREGATE LIABILITY TO YOU FOR ALL CLAIMS ARISING FROM THE USE OF THE SITE OR THE SERVICE IS LIMITED TO THE FEES PAID TO BOUTIIKA BY YOU FOR THE SERVICE IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE ACTION GIVING RISE TO SUCH LIABILITY.
9. Force Majeure
We will not be liable for any delay or failure to perform any of our obligations under these Terms by reasons, events or other matters beyond our reasonable control.
Except as explicitly stated otherwise, legal notices shall be served on you at either the physical or email address you provide to Boutiika during the registration process (in your case) or on Boutiika via registered mail sent to:
845 Market Street, Suite 450
Bespoke @ Westfield
San Francisco, CA 94103
Notice by email shall be deemed given 24 hours after the email is sent, unless Boutiika is notified that the email address is invalid. Notice given by mail shall be deemed given three days after the date of mailing.
11. No Agency
No agency, partnership, joint venture, employee-employer, or franchiser-franchisee relationship is intended or created by the Terms. Boutiika is not your agent, fiduciary, trustee, or representative. Nothing expressed or mentioned in or implied from the Terms is intended or shall be construed to give to any person other than the parties hereto any legal or equitable right, remedy, or claim under or with respect to the Terms. The Terms and all of the representations, warranties, covenants, conditions, and provisions hereof are intended to be and are for the sole and exclusive benefit of Boutiika and you.
12. MiscellaneousThese Terms and the rights and obligations hereunder are not transferable or assignable by either party without the prior written consent of the other party, provided, however, that either party may assign these Terms in whole as part of a reorganization, reincorporation, merger or sale of substantially all of such party's assets upon written notice to the other party. Any assignment in violation of the foregoing shall be null and void. Subject to the foregoing, these Terms shall inure to the benefit of and be binding upon the parties and their respective successors and permitted assigns. No waiver or modification of these Terms shall be valid unless in writing signed by each party. The waiver of a breach of any term hereof shall in no way be construed as a waiver of any other term or breach hereof. If any provision of these Terms is held to be unenforceable, such provision shall be reformed only to the extent necessary to make it enforceable. These Terms shall be governed by and interpreted in accordance with the law of the State of California in the United States applicable to agreements entered into and to be performed wholly in California. The parties agree to submit to the venue and jurisdiction of the City and County of San Francisco or the Northern District of California. The parties agree that the application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded. These Terms contains the complete agreement between the parties with respect to the subject matter hereof, and supersedes all prior or contemporaneous agreements or understandings, whether oral or written.