Profitero Terms of Service

I. Profitero, Ltd. (“Profitero”) offers its customers Services (each, a "Service" and collectively, the "Services"), which are subject to the terms and conditions of this Master Services Agreement (the “MSA"). The MSA includes this service agreement, any attached Proposal for Services signed by the parties, and all related amendments. By accepting a Service, you ("Customer") indicate your agreement with these terms and conditions.

II. Services. Customer is granted a non-exclusive, non-transferable, limited license to access and use the Services described in the Proposal for Services attached to this MSA. Profitero retains, and Customer will not acquire, any right, title, and interest in the Services provided by Profitero, including any and all trade secrets and other intellectual property rights. Profitero will establish user profiles and passwords for use by the Customer and its agents or employees for access to the Services. Customer shall be responsible for any misuse of user profiles and passwords.

III. Pricing and Payment. Customer agrees to pay the prices as defined in the above proposal attached to this MSA. Customer will be billed annually upon signature of this MSA. Standard 30 day payment terms apply. Preferred payment method is electronic bank transfer (bank transfer information to be provided on invoice).

IV. Term and Termination. This MSA shall be effective on the last signature date set forth below (the “Effective Date”). The term of this MSA shall continue through the end of the Subscription Term as defined above. The Subscription and Agreement will automatically renew for a period of 1 year at the current price unless one party notifies the other party in writing of its intent not to renew at least thirty (30) days in advance of the expiration of the term. This MSA is non-cancelable during the Subscription Term and future renewed subscription terms are non-cancelable during the dates of the renewed terms. Customer acknowledges that it is obligated to pay for Services ordered prior to the termination date of this MSA. Profitero may terminate Customer's access to the Services for non-payment. The effective date of termination for non-payment will be thirty (30) days after the date of the delivery of a notice of termination to Customer unless Customer cures the non-payment. Rates for any Renewal Term will not exceed the previous year's rates by more than five percent (5%), unless the parties agree otherwise in writing.

V. Warranty and Disclaimers. Profitero warrants that all Services will be performed in a professional manner; that the Services will not infringe upon or misappropriate any third party's intellectual property, including trademarks, copyrights, patents and trade secrets; and the Services will not be in breach of any obligations owed to a third party or any other rights of a third party, including publicity and privacy (the "Warranty"). All Warranties shall expire one (1) year after the termination or expiration of the term of this MSA. Customer agrees to notify Profitero prior to expiration of the Warranty period of any breach of Warranty. Profitero agrees to resolve, replace, or refund the applicable Service at its option for any breach of Warranty.

Profitero compares products online and provides business intelligence (the “Data”). While collecting Data, Profitero uses the diligence and skill that a reasonably prudent person would exercise to make such comparisons honestly and fairly utilizing raw data sourced from the Internet. Profitero does not warrant and expressly excludes all liability in respect to the accuracy and completeness of the Data. Customer agrees that sole responsibility for the accuracy and completeness shall rest with the relevant online source from which the information is collected.

VI. Limitation of Liability. Profitero is not liable for any injury, loss, claim, liability, or damage of any kind (the "Losses") resulting from any misuse, errors or omissions relating to the Services, the unavailability or interruption of the Services, or any acts of third parties; provided, however, that the foregoing shall not apply to Profitero’s negligence or intentional misconduct. The cumulative liability of Profitero for damages for all claims relating to any Services provided under this MSA shall not exceed the aggregate amount paid by Customer to Profitero in the immediately preceding twelve (12) months.

VII. Confidentiality. Each party agrees that, during the term of this MSA and thereafter, any information disclosed to the other party of a confidential or proprietary nature ("Confidential Information"): (a) will not be disclosed to any person; (b) will be treated with a high degree of care in order to preserve its confidentiality; (c) will not be used except to perform the Services hereunder; and (d) will remain the property of the disclosing party. "Confidential Information" shall mean all information that is marked or otherwise identified as confidential, restricted, or proprietary to any party to this MSA. The parties further agree that the prices and terms of this MSA are deemed to be Profitero’s Confidential Information.

VIII. Assignment. Customer may not assign this MSA or re-sell any of the Services to be provided hereunder without the prior written consent of Profitero.

IX. Taxes. Customer acknowledges that all taxes, duties or government levies of any kind applicable to the Services provided by Profitero are not included in the fees and expenses charged under this MSA. Customer will make timely payment of all such taxes, duties or government levies related to this MSA.

X. Amazon ARA Access. If Customer is purchasing the Profitero Amazon Sales & Share Solution Module, the customer nominates Profitero and customer supporting employees as Authorized Users of Customer’s Amazon Retail Analytics (ARA) website. This will be used only to enable set up and ongoing provision of Profitero Amazon Sales & Share Module for the customer.

Per the Amazon ARA Terms and Conditions this is acceptable usage under their Personnel/Affiliates clause as described here: “(b) Personnel/Affiliates. You will restrict the possession, knowledge, access to, and use of the ARA Site and ARA Information to Authorized Users. “Authorized User” means your employee, contractor or agent who (i) has a need to access the ARA Site and know ARA Information in connection with a Permitted Business Purpose.”

XI. Notices. Any notice or demand to be given by either party to the other under this MSA will be in writing and may be delivered personally, by email, by facsimile or by first class prepaid mail to the following addresses:

If to Profitero:      
(1) Profitero, Ltd., Unit 1 Adelphi House, George’s Street Upper, Dun Laoghaire, Dublin A96 DX47, Ireland

(2) Email: finance@profitero.com                                   

Notices delivered in person, by email or facsimile will be effective on the date of such delivery. Notices issued by mail will be effective on the third business day following the date that the envelope containing the notice is post-marked.

XII. Governing Law and Jurisdiction. This MSA shall be governed in accordance with the laws of the Republic of Ireland. The parties agree to engage in reasonable efforts to resolve any dispute arising out of this MSA without resorting to litigation. In case of any litigation regarding this MSA, the parties hereto irrevocably submit themselves to the exclusive jurisdiction and venue of the courts sitting in the Republic of Ireland. for any legal proceeding relating to this MSA.

XIII. Publicity & Reference. Customer agrees to: (a) serve as a reference to other potential clients about its experience using the Profitero Service; and (b) consent to Profitero’s inclusion of Customer’s name/logo in promotional materials and on Profitero’s website, (including participating with Profitero to develop a case study)

XIV. Entire Agreement. This MSA evidences the entire agreement of the parties, with respect to the subject matter hereof, and supersedes and cancels all prior discussions, proposals, agreements and understandings between the parties, written, oral or implied. This MSA may not be modified, amended or waived except pursuant to a written document signed by both parties. The terms and conditions in this MSA supersede any conflicting terms included in Purchase Orders issued to Profitero by the Customer.

 

 

Service Level Agreements

 

Service Area

Description

Service Level Objectives

Data Completeness

Completeness of the data Profitero collects from retail websites upon completion of account set up unless there are 3rd party restrictions (i.e. website down, the site design has changed, broken links. Bot-Protection Deployed, etc)

95%

Data Timeliness

Data will be updated daily and will normally be available by 9 AM each working
day unless there are 3rd party restrictions (i.e. website down, the site design has changed, broken links. Bot-Protection Deployed, etc)

Best Effort.

Solution Availability

Customer-facing elements of the solution should be available each working day during business hours at least 99% of the time Monthly unless there are 3rd party issues.

99%

System Responsiveness

Profitero agrees that the service will meet reasonable response rates during business hours with regard to key tasks such as opening the homepage, navigating through dimensions, and exporting data.

The average system response time  should not exceed 30 seconds monthly

On-boarding & Initial Training

Profitero will provide on-boarding and initial training for the Profitero solution users (remotely unless otherwise specified) within 2 weeks of the client account setup completion (logins delivered to the customer). Up to 4 hours of training are included.

2 weeks

Customer Support Availability

8 AM to 5 PM (local Customer's timezone) on Working days. Phone and E-Mail Support Included

8 AM to 5 PM on Working days.  Phone and E-Mail Support Included

 

See why the world’s leading brands use Profitero to accelerate their online sales