Terms of service
Acknowledgement and Acceptance. Please read the terms and conditions of this agreement (the “Agreement” or “Terms” or “Terms of Service”) before accepting this agreement on behalf of your company or entity. By accepting this Agreement, by completing the sign up process, accessing the Service, using the Site, you agree that you have read and understood these terms and conditions of this Agreement and you agree to be bound by them. We may periodically update these terms and conditions. Your continued use of this site will constitute your acceptance of any new or amended terms and conditions.
1. Profitero, Ltd. (“Profitero”) offers its customers Services (each, a “Service” and collectively, the “Services”), which are subject to the terms of this Agreement. By accepting a Service, you (“Customer”) indicate your agreement with these terms and conditions.
2. Grant of License. Subject to all of the terms and conditions of this Agreement, Customer is granted a non-exclusive, non-transferable, limited license to access and use the Services described in this Terms of Service for the term stated below. 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.
The Services will include beta or free access to Profitero’s software which includes Sales & Share and digital shelf analytics for Amazon. Profitero makes no promises that future versions of beta releases will be released or will be available under the same commercial or other terms.
3. Term and Termination. This Agreement is effective as of the Effective Date and will continue for ninety (90) calendar days thereafter and may be extended at Profitero’s sole discretion. Upon any expiration or termination of this Agreement, Customer shall cease any and all use of any Services and Profitero may discontinue your access to the Services licensed hereunder. After the beta or free trial period, the customer may have the option to purchase the services at a specified price that will be outlined in a separate agreement; however nothing herein obligates either party to enter into any further agreement with the other party. Profitero may terminate Customer’s access to the Services at any time during and after the 90 day free beta or trial period.
4. DISCLAIMER OF WARRANTIES. THE SERVICES ARE PROVIDED “AS IS,” WITHOUT WARRANTY OF ANY KIND, AND PROFITERO DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE. YOU MAY HAVE OTHER STATUTORY RIGHTS; HOWEVER, TO THE FULL EXTENT PERMITTED BY LAW, THE DURATION OF STATUTORILY REQUIRED WARRANTIES, IF ANY, SHALL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.
5. Data. 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 may elect to use or not to use the Data at Customer’s sole risk.
6. Limitations of Use. Customer may not release to any third party the results of any evaluation of the Trial Services performed by or on behalf of Customer for purposes of monitoring its availability, performance or functionality, or for any other benchmarking or competitive purposes without the prior written approval of the Company. Customer shall not (i) license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the Trial Services or the Content in any way; (ii) modify or make derivative works based upon the Trial Services or the Content; (iii) reverse engineer the Trial Services; or (iv) access the Trial Services in order to build a competitive product or service.
7. Limitation of Liability. IN NO EVENT SHALL PROFITERO BE LIABLE FOR ANY LOSS OF USE, LOST DATA, FAILURE OF SECURITY MECHANISMS, INTERRUPTION OF BUSINESS, OR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING LOST PROFITS), ARISING OUT OF OR RELATED TO THIS AGREEMENT OR CUSTOMER’S USE OF THE SERVICES, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, EVEN IF INFORMED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE. NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, PROFITERO’S TOTAL AGGREGATE LIABILITY UNDER THIS AGREEMENT SHALL BE LIMITED TO PROVEN DIRECT DAMAGES CAUSED BY PROFITERO’S SOLE NEGLIGENCE IN AN AMOUNT NOT TO EXCEED $1,000. The parties agree that the limitations specified in this Section 8 will survive and apply even if any limited remedy specified in this Agreement is found to have failed of its essential purpose.
8. Support. Profitero shall have no support or maintenance obligations with respect to the Services hereunder. Any additional updates, upgrades, bug fixes, etc., that Profitero voluntarily provides to you hereunder shall be “Services” hereunder and subject to this Agreement.
9. Confidentiality. Customer agrees that, during the term of this Service and thereafter, any information disclosed to Customer 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 exercise the rights granted in the license hereunder; and (d) will remain the property of Profitero. “Confidential Information” shall mean all information that is marked or otherwise identified as confidential, restricted, or proprietary to Profitero.
10. Amazon ARA Access. Customer nominates Profitero and its 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 solutions 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.”
11. Notices. Questions regarding the Terms of Service should be sent to support@profitero.com.
12. Governing Law and Jurisdiction. The Terms of Service shall be governed in accordance with the laws of the Commonwealth of Massachusetts. The parties agree to engage in reasonable efforts to resolve any dispute arising out of the Terms of Service without resorting to litigation. In case of any litigation regarding this Terms of Service the parties hereto irrevocably submit themselves to the exclusive jurisdiction and venue of the state and federal courts sitting in Suffolk County, Massachusetts for any legal proceeding relating to the Terms of Service. The prevailing party in any action to enforce this Agreement will be entitled to recover its attorneys’ fees and costs in connection with such action.