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Legal

Inventory Optimizer Terms of Service

Effective as of September 1st, 2016 and last revised June 20th, 2017

These Terms of Use and End User License Agreement (“Agreement”) are a legally binding agreement between Inventory Optimizer Inc., incorporated in the State of Florida (“Inventory Optimizer”) and you, the company you represent, or other entity you represent acknowledging this Agreement (“Customer”). All references to “we”, “us”, “our”, or the “website” shall be construed to mean Inventory Optimizer. All references to “you” or “your” shall be construed to mean any user of the Inventory Optimizer website or the Software as defined below.

PLEASE READ CAREFULLY. BY ACCEPTING ELECTRONICALLY, INSTALLING, ACCESSING, OR USING THE SOFTWARE, YOU AGREE THAT YOU, YOUR COMPANY, OR OTHER ENTITY YOU REPRESENT WILL BE BOUND BY THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE WITH THESE TERMS, YOU ARE NOT PERMITTED TO USE THE SOFTWARE.

Agreement

This Agreement describes the terms governing your use of the Inventory Optimizer Software and website including content, updates and new releases (collectively the “Software”). It includes by reference:

  • Inventory Optimizer’s Privacy Policy provided to you in the Software and available on the website;
  • Additional terms and conditions, which may include those from any third parties associated with the Software; and
  • Any terms provided separately to you for the Software, including but not limited to product or program terms and payment terms.

License Grant

The Software is proprietary and is protected by copyright, trade secret, and other intellectual property laws. You are only granted certain limited rights to use the Software in a manner as contemplated by this Agreement. Inventory Optimizer reserves all other rights in the Software not expressly granted to you in writing herein. Except for the reasons for termination stated herein the license granted by this Agreement will last as long as you meet any applicable payment obligations and comply with this Agreement. Inventory Optimizer grants you a single personal, limited, nonexclusive, nontransferable, revocable license to use the Software only for the period of use that has been paid for.

You acknowledge and agree that the Software is licensed, not sold. You agree not to use the Software in a manner that violates any applicable law, regulation or this Agreement. You agree you will not:

  • Reverse engineer, discover or reveal to yourself or others the source code of, make derivative works of, change, enhance or modify the Software;
  • Provide access to or give the software or any part of the Software to any third party;
  • Transfer your license to the Software to any other party;
  • Attempt unauthorized access to Software beyond the scope of this Agreement;
  • Permit any third party to benefit from the use or functionality of the Software via a rental, sharing or any other arrangement;
  • Make the Software available on any file-sharing or application hosting service; or
  • Attempt to resell the product to other potential end users.

Payment

The following payment terms apply to any Customer who uses the Software, unless otherwise agreed upon in writing by Inventory Optimizer and Customer:

  • All customers will receive a thirty (30) day free trial upon signing up (“Free Trial”). Upon completion of the Free Trial, the Customer’s account will become deactivated until the Invoice is paid in full. To reactivate the Software, Inventory Optimizer will then invoice you for the Software on a recurring monthly basis unless otherwise terminated or not paid in full. Customer will have seven (7) days from the date of invoice to pay the monthly subscription fee (“Due Date”). If Customer does not pay the invoice before the Due Date the Customer’s account will be deactivated. Any further nonpayment by Customer will result in Customer’s account being deactivated.
  • All non-QuickBooks Online Customers will pay the initial subscription fee and Inventory Optimizer will then invoice you for the Software on a recurring monthly basis unless otherwise terminated or not paid in full. Customer will have seven (7) days from the date of the invoice to pay the monthly subscription fee (“Due Date”). If Customer does not pay the invoice before the Due Date, the Customer’s account will be deactivated. Any further nonpayment by Customer will result in Customer’s account being deactivated.
  • Payments will be billed to you in US dollars. Any and all payment received by Inventory Optimizer from you is non-refundable.
  • If your payment and registration information are not accurate, current and complete, and you do not notify Inventory Optimizer promptly when such information changes, we may suspend or terminate your account and license to use the Software.
  • Inventory Optimizer will automatically invoice your monthly subscription at the then-current rates, unless the Software is cancelled or this Agreement is terminated for one or more of the reasons stated herein.

Privacy

You can view Inventory Optimizer’s Privacy Policy on the website. You agree to the applicable Privacy Policy and any changes published to it by Inventory Optimizer. You agree that Inventory Optimizer may use and maintain your data according to the Privacy Policy. By using this Software, you agree that you are not sharing, accessing, or providing the Software with European Union (“EU”) personal information by the Privacy Policy.

Content

You are responsible for all materials (“Content”) uploaded, posted or stored through your use of the Software. You grant Inventory Optimizer a worldwide, royalty-free, non-exclusive license to host and use any Content provided through your use of the Software. Inventory Optimizer is not responsible for lost or unrecoverable Content.

You agree not to use the Software, nor permit any third party to use the Software to upload, post, distribute, link to, publish, reproduce, engage in or transmit any of the following, to include, but not be limited by:

  • Illegal, fraudulent, defamatory, obscene, pornographic, profane, threatening, abusive, hateful, harassing, offensive, inappropriate or objectionable information or communications of any kind;
  • Content that would impersonate someone else or falsely represent your identity or qualifications, or that constitutes a breach of any individual’s privacy;
  • Except as permitted by Inventory Optimizer in writing, for use in investment opportunities, solicitations, chain letters, pyramid schemes, other unsolicited commercial communication or engage in spamming or flooding;
  • Virus, Trojan horse, worm or other disruptive or harmful software or data; and
  • Any information, software or Content which is not legally yours and without permission from the copyright owner or intellectual property rights owner.

You are responsible for securely managing your username and password for access to the Software. Inventory Optimizer is not liable for any damages caused by anyone who with or without authorization accesses the Software.

Content Storage. We shall have the right, in our sole discretion and with reasonable notice, to change the terms of use concerning the Software, temporarily or permanently, including but not limited to (i) the amount of storage space you have on the Software at any time; and (ii) the number of times and the maximum duration for which you may access the Software in a given period. We reserve the right to make any such changes effective immediately to maintain the security of the system or Licensee Access Information or to comply with any laws or regulations, and to provide you with electronic or written notice within thirty (30) days after such change. You may reject changes by discontinuing use of the Software to which such changes relate. Your continued use of the Software will constitute your acceptance of and agreement with such changes.

Warranties

YOUR USE OF THE SOFTWARE AND CONTENT IS ENTIRELY AT YOUR OWN RISK. THE SOFTWARE IS PROVIDED “AS IS” WITHOUT ANY EXPRESS, IMPLIED OR STATUTORY WARRANTIES INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS. YOU ASSUME ALL RISK AS TO THE RESULTS AND PERFORMANCE OF THE SOFTWARE. INVENTORY OPTIMIZER DOES NOT EXPRESSLY OR IMPLIEDLY WARRANT THAT THE SERVICE IS COMPLETELY SECURE, FREE OF ERROR OR BUGS, INTERRUPTIONS, OR OTHER PROGRAM LIMITATIONS, OR THAT THE SOFTWARE WILL PERFORM FOR THE PARTICULAR USE YOU INTEND OR THAT ALL ERRORS WILL BE CORRECTED.

Limitation of Liability

IN NO EVENT SHALL INVENTORY OPTIMIZER BE LIABLE IN CONTRACT OR TORT FOR ANY LOSS OR INJURY ARISING FROM THE PERFORMANCE OR NONPERFORMANCE OF ITS OBLIGATIONS UNDER THIS AGREEMENT, OR FOR THE USE, PERFORMANCE, OR NONPERFORMANCE OF THE SOFTWARE, INCLUDING INCIDENTAL, PUNITIVE SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, AS WELL AS LOSS OF INCOME, DATA, PROFITS, GOODWILL, REVENUE OR BUSINESS INTERRUPTION, COST OF SUBSTITUTE SERVICES, OR FOR OTHER ECONOMIC OR NON-ECONOMIC LOSS. NOTWITHSTANDING ANY OTHER PROVISIONS OF THIS AGREEMENT, IN NO EVENT SHALL INVENTORY OPTIMIZER’S LIABILITY TO CUSTOMER IN CONNECTION WITH THIS AGREEMENT EXCEED THE TOTAL FEES PAID TO INVENTORY OPTIMIZER BY THE CUSTOMER IN THE PRECEDING TWELVE (12) MONTH PERIOD FROM THE TIME OF THE EVENT THAT GAVE RISE TO SUCH LIABILITY, REGARDLESS OF THE FORM OR THEORY OF THE CLAIM OR ACTION.

Indemnity

YOU AGREE TO DEFEND, INDEMNIFY AND HOLD HARMLESS INVENTORY OPTIMIZER AND ITS SUBSIDIARIES, AFFILIATED COMPANIES, AND THEIR DIRECTORS, OFFICERS, EMPLOYEES, AGENTS AND MEMBERS FOR ANY CLAIMS OR ACTIONS MADE OR BROUGHT BY THIRD-PARTIES ARISING OUT OF, OR IN CONNECTION WITH: (I) YOUR USE OF THE SOFTWARE; (II) ANY ACTIONS TAKEN BY INVENTORY OPTIMIZER PURSUANT TO YOUR INSTRUCTIONS; OR (III) YOUR BREACH OF THIS AGREEMENT.

Termination

Inventory Optimizer may in its sole discretion, without notice, with or without cause, terminate the Software expressly including your failure to comply with this Agreement. You may terminate your use of the Software at any time by providing Inventory Optimizer written notice to support@inventoryoptimizer.ai. Written notice by you must expressly state that you wish to end all use of the Software and wish to have the account(s) deleted. Customers with invoices thirty (30) days past due will automatically have their account suspended by Inventory Optimizer without notice. If, for any reason, this Agreement is terminated you must stop using the Software by the end of the current billing cycle. At that time any outstanding payment will become due for the month of termination. All copies of the Software must immediately be destroyed.

General Provisions

Force Majeure. Inventory Optimizer shall not be liable for any delay or failure in performance resulting from acts beyond its control, including, but not limited to acts of God, acts of war, fire, flood, or other disaster, acts of government, communication line or power failures.

Complete Agreement. This Agreement contains the complete and exclusive statement of the Agreement between you and Inventory Optimizer with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, proposals, negotiations, representations or warranties of any kind, whether oral or written.

Severability. If any provision of this Agreement is declared by a court of competent jurisdiction to be invalid, illegal or unenforceable, such provision shall be severed from the Agreement and the other provisions shall remain in full force and effect.

Mediation/Arbitration. The parties to this Agreement expressly waive the right to trial any claim or controversy in state or federal court. Instead, parties herein agree that the sole remedy for disputes arising out of this Agreement shall be as follows: 1) The parties must first submit to mediation in Hartford, Connecticut under the Commercial Mediation Rules of the American Arbitration Association; 2) In the event that such mediation fails, then the aggrieved party may request that the claim, controversy or cause of action be submitted to binding arbitration in Hartford, Connecticut, in accordance with the Commercial Arbitration Rules of the American Arbitration Association.

Trademarks. You shall not use the name, logo, or other trademarked material of Inventory Optimizer or any third party associated with the Software, without prior written approval of Inventory Optimizer or the third party, for any purpose, including but not limited to advertising and marketing purposes.

Governing Law. This Agreement shall be interpreted under the laws of the State of Connecticut. The parties agree to the extent applicable to submit to the exclusive jurisdiction of the courts of the State of Connecticut which shall be the proper forum and venue.

Acceptance. The parties acknowledge that they have read the terms and conditions of this Agreement and hereby agree to be bound by them. This Agreement is accepted by and effective upon Customer’s use of the Software.