Terms Of Service

Last Updated Date: February 11, 2015

Shopventory (“Shopventory,” “We” or “Us”) provides services that enable Shopventory Users (defined below) to import sales and transaction data from their payment processor, keep track of their inventory, and analyze their sales data for insights (the “Services”) through our website located at shopventory.com (the “Site”).

Please read the following important terms and conditions (“Terms of Service”) carefully. These Terms of Service and the Shopventory Privacy Policy (http://shopventory.com/static/html/privacy-policy.html), incorporated herein by reference, govern your access to and use of the Site and Services, including any content, information, products or services therein. These Terms of Service are a legal agreement between you and Shopventory and apply to you whether you have created a Shopventory Account (a “ Registered User”) or you are a visitor browsing the Site (collectively, “Shopventory Users”).

YOU UNDERSTAND THAT BY CLICKING THE “I AGREE” BUTTON, OR BY USING THE SITE OR SERVICES (INCLUDING ANY CONTENT PROVIDED THEREIN), YOU ARE AGREEING TO BE BOUND BY THESE TERMS OF SERVICE. IF YOU DO NOT ACCEPT THESE TERMS OF SERVICE IN THEIR ENTIRETY, YOU MAY NOT ACCESS OR USE THE SITE OR SERVICES. If you agree to these Terms of Service on behalf of a business, you represent and warrant that you have the authority to bind that business to these Terms of Service and your agreement to these terms will be treated as the agreement of the business. In that event, “you” and “your” will refer and apply to that business.

  1. Registration. When you register to create an account on the Site (“Shopventory Account”), you will be asked to choose a username and a password. You are responsible for safeguarding your password and you agree not to disclose your password to any third party. You agree that you will be solely responsible for any activities or actions taken under your password, whether or not you have authorized such activities or actions. You agree that the information that you provide to Shopventory upon registration, and at all other times will be true, accurate, current and complete. Without limiting any other terms of this Terms of Service, you may not impersonate any other person or use a username or password that you are not authorized to use. Shopventory reserves the right to require you to change your username for any reason and may do so at any time.
  2. Modification. Shopventory reserves the right, in its sole discretion, to modify, discontinue or terminate the Site and Services, or to modify these Terms of Service, at any time and without advance notice. If Shopventory modifies these Terms of Service, we will post the modification on the Site or within the Services. We will also update the “Last Updated Date” in these Terms of Service. If any modified terms and conditions are not acceptable to you, your sole remedy is to cease using the Site and Services, and if applicable, cancel your Shopventory Account. By continuing to access or use the Site and Services after Shopventory makes any such revision, you agree to be bound by the revised Terms of Service.
  3. Termination and Account Cancellation.

    1. Shopventory Termination. Without limiting other remedies, Shopventory reserves the right to terminate the Site, Services or your access thereto at any time and for any reason. In addition, Shopventory may take any actions it deems appropriate, without notice to you, if Shopventory suspects or determines, in its own discretion, that you may have: (i) failed to comply with any provision of these Terms of Service or any policies or rules established by Shopventory; or (ii) engaged in actions relating to or in the course of using the Site or Services that may be illegal or cause liability, harm, embarrassment, harassment, abuse or disruption for you, Shopventory Users, Shopventory, any other third parties, or the Site or Services.
    2. Your Termination. You may terminate your Shopventory Account at any time and for any reason by emailing Shopventory at help@shopventory.com.
    3. Rights at Termination. Upon termination, all rights granted to you by these Terms of Service will immediately cease. Shopventory is not liable to you or any third party for termination of the Site or Services, or termination of your use of the Site or Services. UPON ANY TERMINATION OR SUSPENSION, ANY INFORMATION THAT YOU HAVE SUBMITTED ON THE SITE OR WHICH IS RELATED TO YOUR ACCOUNT MAY NO LONGER BE ACCESSED BY YOU. Shopventory will provide you with a reasonable period of time to allow you to request your data used by the Services by emailing Shopventory at help@shopventory.com. Subject to the foregoing sentence, we reserve the right (but have no obligation) to delete all of your information and account data stored in our database upon termination of these Terms of Service, and Shopventory shall not be liable to you or any third party for termination of access to the Services or deletion of your information or account data.
    4. Survival. Any suspension, termination or cancellation of the Site or Services will not affect your obligations to Shopventory under these Terms of Service (including but not limited to ownership, indemnification and limitation of liability), which by their sense and context are intended to survive such suspension, termination or cancellation.
  4. Intellectual Property Ownership and Restrictions. You will not remove, alter or conceal any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Site, Services, or related products and services. You will not reproduce, modify, adapt, prepare derivative works based on, perform, display, publish, distribute, transmit, broadcast, sell, license or otherwise exploit the Site or Services. Shopventory and its licensors own all right, title and interest, including all worldwide intellectual property rights in the Site and Services, and the trademarks, service marks and logos contained therein.
  5. Personal Non-Commercial Use. Subject to your compliance with these Terms of Service, you may access and use the Site and Services for your own personal non-commercial use. Any commercial use of the Site or Services requires Shopventory’s prior written consent.
  6. Obligations for Shopventory Users. In addition, without limitation, you agree that while using or accessing the Site or Services you will not: (i) circumvent, disable or otherwise interfere with security related features of the Site or Services; (ii) attempt to probe, scan or test the vulnerability of any Shopventory system or network, or breach or impair or circumvent any security or authentication measures protecting the Site or Services; (iii) attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide the Site or Services; (iv) collect, or attempt to collect, any personal data about other Shopventory Users without their express permission; (v) use the Site or Services in any manner not permitted by these Terms of Service; or (vi) encourage or instruct any other individual to do any of the foregoing or to violate any term of these Terms of Service.
  7. Disclaimer of Warranties. Your use of the Site and Services is at your sole discretion and risk. The Site and Services, and all materials, information, products and services included therein, are provided on an ’AS IS“ and ’AS AVAILABLE“ basis without warranties of any kind. SHOPVENTORY EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, RELATING TO THE SITE AND SERVICES, INCLUDING WITHOUT LIMITATION THE WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF PROPRIETARY RIGHTS, COURSE OF DEALING OR COURSE OF PERFORMANCE. Shopventory disclaims any warranties: (i) regarding the security, accuracy, reliability, timeliness and performance of the Site or Services; or (ii) that the Site or Services will be error-free or that any errors will be corrected. No advice or information, whether oral or written, obtained by you from Shopventory, will create any warranty not expressly stated in these Terms of Service. Some states or jurisdictions do not allow the exclusion of certain warranties. Accordingly, some of the above exclusions may not apply to you.
  9. Indemnification. You agree to defend, indemnify, and hold Shopventory, its officers, directors, employees and agents, harmless from and against any claims, liabilities, damages, losses, and expenses, including without limitation reasonable attorney’s fees and costs, arising out of or in any way connected with (i) your access to or use of the Site or Services; (ii) your violation of these Terms of Service; (iii) your violation of any third party right, including without limitation any intellectual property right, publicity, confidentiality, property or privacy right; or (iv) any claim that your use of the Site or Services caused damage to a third party.
  10. Third Party Links. The Site and Services may provide links to third party websites or resources. You acknowledge and agree that Shopventory is not responsible or liable for the availability or accuracy of such websites or resources, and Shopventory does not endorse such websites or resources or the content, products, or services on or available from such websites or resources. You acknowledge sole responsibility for and assume all risk arising from your use of any such websites or resources.
  11. Feedback and Independent Development. Your feedback is welcome and encouraged. You may submit feedback by emailing us at help@shopventory.com or via other portions of the Site. You agree, however, that if you elect to provide suggestions, ideas, proposals, concepts or other feedback to us (whether written, verbal or in any other format or manner) in connection with these Terms of Service or use of our Site or Services (“Feedback”), you acknowledge and agree that we have no obligation (whether of confidentiality, compensation or otherwise) with respect to such Feedback and we will be free to use and exploit the same in any manner without restriction of any kind. You acknowledge and agree that all Feedback will be the sole and exclusive property of Shopventory. You hereby irrevocably transfer and assign to Shopventory and agree to irrevocably transfer and assign to Shopventory all of your right, title, and interest in and to all Feedback, including all Intellectual Property Rights therein. At Shopventory’s request and expense, you will execute documents and take such further acts as Shopventory may reasonably request to assist Shopventory to acquire, perfect and maintain its intellectual property rights and other legal protections for the Feedback. Further, you acknowledge and agree that Shopventory is engaged in creating and developing its own programs, plans and projects so it is possible that we are already independently developing products services, plans and projects that are quite similar and/or competitive with your Feedback (including the concepts contemplated by or embodied therein). Nothing in these Terms of Use will be construed as a representation or agreement that we will not develop or have developed, distribute, market or promote applications, services, products, concepts, systems or techniques that are similar to and/or compete with the applications, services, products, concepts, systems or techniques contemplated by or embodied in any Feedback or compensate you or provide you with any input or response with regard to your Feedback.
  12. General.

    1. No Assignment. You will not assign these Terms of Service or assign any rights or delegate any obligations hereunder, in whole or in part, whether voluntarily or by operation of law, without the prior written consent of Shopventory. Any purported assignment or delegation by you without the appropriate prior written consent of Shopventory will be null and void. Shopventory may assign these Terms of Service or any rights hereunder without your consent.
    2. Relationship of the Parties. For purposes of these Terms of Service, including if you become a Registered User, you are not an employee or agent of Shopventory, and you will not represent that you are any of the foregoing. Each party will be independent and act independently and not as a contractor, partner, joint venturer, agent, employee or employer of the other and will not bind or attempt to bind the other to any contract. Each party will be solely responsible for their own costs and expenses incurred in the performance of their obligations under these Terms of Service, including without limitation any expenses associated with the implementation of these Terms of Service.
    3. Severability and Waiver. In the event that any provision in these Terms of Service is held to be invalid or unenforceable, the remaining provisions will remain in full force and effect. The failure of Shopventory to enforce any right or provision of these Terms of Service will not be deemed a waiver of such right or provision.
    4. Force Majeure. Shopventory will not be liable hereunder by reason of any failure or delay in the performance of its obligations hereunder on account of events beyond its reasonable control, which may include, without limitation, denial-of-service attacks, strikes, shortages, riots, insurrection, fires, flood, storm, explosions, acts of God, war, terrorism, governmental action, labor conditions, earthquakes, material shortages, extraordinary Internet congestion or extraordinary connectivity issues experienced by major telecommunications providers (each a “Force Majeure Event”). Upon the occurrence of a Force Majeure Event, Shopventory will be excused from any further performance of its obligations effected by the Force Majeure Event for so long as the event continues.
    5. Governing Law. These Terms of Service and the relationship between you and Shopventory will be governed by the laws of the State of California without regard to its conflict of law provisions. You and Shopventory agree to submit to the personal and exclusive jurisdiction of the courts located in San Diego County, California.
    6. Entire Agreement. These Terms of Service are the entire and exclusive agreement between Shopventory and you regarding the Site and Services, and supersede and replace any prior agreements between Shopventory and you regarding the Site and Services.
    7. Notice. Any notice or other communication to be given hereunder will be in writing and given (a) by Shopventory via email to the address that you provide; (b) by Shopventory via a posting on the Site; or (c) by you via email to help@shopventory.com or to such other addresses as Shopventory may specify in writing. The date of receipt will be deemed the date on which such notice is transmitted.
    8. Questions. If you have questions about these Terms of Service please contact Shopventory at help@shopventory.com.