This Subscription Agreement (this “Agreement”) is between you (“You”) and InventoryLab, Inc., a Kansas corporation with a principal place of business in Overland Park, Kansas (“InventoryLab”), and shall begin on the day You sign up by providing us with your name and email address (the “Effective Date”). This Agreement governs Your subscription to and use of the InventoryLab services, whether through the use of InventoryLab's website, mobile applications or any other sites hosted by our service providers on our behalf (collectively the “InventoryLab Services”).
PLEASE READ THE FOLLOWING AGREEMENT CAREFULLY BEFORE USING OUR INVENTORYLAB SERVICES. All users of the InventoryLab Services agree that access to and use of the InventoryLab Services are subject to this Agreement and other applicable laws. If You do not agree to these terms and conditions, please do not use the InventoryLab Services. If you are subscribing on behalf of a legal entity, You acknowledge that You have the authority on behalf of the entity on whose behalf You subscribe to bind this entity to this Agreement.
The InventoryLab Services are a cloud-based inventory management and accounting platform for online retailers. Our InventoryLab Services provide real time pricing comparisons with inventory management, order fulfillment and tracking, and accounting systems. Subject to the terms and conditions in this Agreement, we are making the InventoryLab Services available to You with a thirty (30) day free trial, and thereafter on a month-to-month basis (a “Monthly Subscription”) or an annual basis (an “Annual Subscription”).
Subject to the payment of the Subscription Fees in Section 4, and the other terms and conditions of this Agreement, InventoryLab hereby grants You a non-exclusive, non-transferable subscription to the InventoryLab Services during the Trial Period and the Subscription Term. Your free-trial access to the InventoryLab Services will begin on the Effective Date and continue for thirty (30) days (the “Trial Period”). After the Trial Period, your access to the InventoryLab Services will be terminated, unless you enroll in a Monthly Subscription or an Annual Subscription, each of which are collectively referred to as the “Subscription Term,” and wherein the Trial Period and the Subscription Term are collectively referred to as the “Term.” Annual Subscriptions receive a discount over Monthly Subscriptions of the same length, while both the Monthly Subscription and the Annual Subscription are eligible for termination in accordance with Section 5, early termination of an Annual Subscriptions will receive refunds pro-rotated without the discount applied.
By using the InventoryLab Services, You agree to make the InventoryLab Services available only to your employees and independent contractors under your direct control. You will not share, sublease, or transfer Your access to the InventoryLab Services to any third party. By using InventoryLab Services, You represent and warrant that you will not use the InventoryLab Services to: (i) violate any applicable law, statute, ordinance, or regulation; (ii) violate the contractual or fiduciary rights of any third party; (iii) infringe any third party's intellectual property rights, rights of publicity, or privacy; or (iv) misrepresent an affiliation with any person or entity.
During the Term, You also agree to: (a) provide InventoryLab with: (i) all necessary cooperation in relation to this Agreement; and (ii) all necessary access to such information as may be required by InventoryLab in to provide the InventoryLab Services; (b) comply with all applicable laws and regulations with respect to Your activities under this Agreement; (c) carry out all other responsibilities set out in this Agreement in a timely and efficient manner; and (d) obtain and maintain all necessary licenses, consents, and permissions necessary for InventoryLab to perform its obligations under this Agreement.
In exchange for use of the InventoryLab Services during the Subscription Term, You agree to pay the following fees:
(a) Base Fees: You agree to pay the base fee for the Monthly Subscription or the Annual Subscription corresponding to Your subscription stated at the InventoryLab pricing page.
(b) Add-ons: You agree to pay the fees for any of the one or more premium features stated at the InventoryLab pricing page.
All of which are collectively, the Subscription Fees. The Subscription Fees will be automatically charged to your account.
Unless otherwise stated, all fees are stated and payable in U.S. Dollars.
You may terminate the Subscription Term and this Agreement at any time by sending InventoryLab notice thirty (30) days in advance of such termination. InventoryLab may terminate the Term and this Agreement due to Your material breach of any of the terms or conditions in this Agreement that remain uncured following thirty (30) days' advance notice. InventoryLab may also terminate the Subscription Term and this Agreement for convenience with ninety (90) days’ advance notice.
If You are enrolled in an Annual Subscription and You exercise Your right to terminate the Subscription Term and this Agreement, InventoryLab will provide you with a pro-rata refund of the Subscription Fee, less the discount over the Monthly Subscription. If InventoryLab terminates the Subscription Term and this Agreement due to Your material breach, no refund will be provided.
On expiration of the Term or termination of this Agreement for any reason: (i) Your subscription to the InventoryLab Service, as well as all permissions, subscriptions, and licenses granted to You by InventoryLab under this Agreement will immediately terminate, and You will make no further use of the InventoryLab Service; (ii) InventoryLab may after 90 days destroy or otherwise dispose of any of the content that You uploaded to InventoryLab Services; and (iii) InventoryLab’s accrued rights to payment, as well as Sections 3, 4, 5, 6, 7, 8 9, 10, 11, 12, and 13 will survive termination or cancellation of this Agreement, however arising.
You agree that InventoryLab owns all intellectual property rights in the InventoryLab Services. Except as expressly stated herein for the Subscription Term, this Agreement does not grant You any rights to, or in, patents, copyrights, database rights, trade secrets, trade names, trademarks (whether registered or unregistered), or any other rights or licenses with respect to the InventoryLab Services. You further agrees that You will not: (a) attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the InventoryLab Services in any form or media or by any means; (b) attempt to reverse compile, disassemble, emulate, reverse engineer or otherwise reduce to human-perceivable form all or any part of the InventoryLab Services; or (c) access all or any part of the InventoryLab Services in order to build a product or service which competes with the InventoryLab Services.
YOU AGREE THAT YOUR USE OF THE INVENTORYLAB SERVICES SHALL BE AT YOUR SOLE RISK. THE INVENTORYLAB SERVICES AND ALL CONTENT THEREON ARE PROVIDED “AS IS”, “AS AVAILABLE” AND “WITH ALL FAULTS”. INVENTORYLAB EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. INVENTORYLAB MAKES NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF ANY INFORMATION FOUND IN THE INVENTORYLAB SERVICES. INVENTORYLAB ASSUMES NO LIABILITY OR RESPONSIBILITY FOR TO YOU OR ANYONE ELSE FOR ANY (I) ERRORS, MISTAKES, INTERRUPTIONS OR INACCURACIES OF ANY INFORMATION OR CONTENT IN THE INVENTORYLAB SERVICES, (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND/OR USE OF OR RELIANCE ON ANY INFORMATION FOUND IN THE INVENTORYLAB SERVICES, (III) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE INVENTORYLAB SERVICES BY ANY THIRD PARTY; AND/OR (IV) ANY INTERRUPTIONS IN THE INVENTORYLAB SERVICES OR THE NETWORK OR ANY TELECOMMUNICATIONS NETWORK. INVENTORYLAB DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY INFORMATION FOUND IN THE INVENTORYLAB SERVICES.
IN NO EVENT SHALL INVENTORYLAB, ITS OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS, BE LIABLE TO YOU OR ANYONE ELSE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES WHATSOEVER RESULTING FROM ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF INFORMATION FOUND IN THE INVENTORYLAB SERVICES, (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO OR RELIANCE ON ANY INFORMATION FOUND IN THE INVENTORYLAB SERVICES, (III) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM OUR INVENTORYLAB SERVICES, (IV) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE, WHICH MAY BE TRANSMITTED TO OR THROUGH THE INVENTORYLAB SERVICES BY ANY THIRD PARTY, AND/OR (V) ANY ERRORS OR OMISSIONS IN ANY INFORMATION OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF YOUR USE OF OR RELIANCE ON ANY INFORMATION INPUTTED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE INVENTORYLAB SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT INVENTORYLAB IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION. NOTWITHSTANDING ANY OTHER PROVISION OR TERM OF THIS AGREEMENT, THE LIMIT OF INVENTORYLAB'S LIABILITY WITH RESPECT TO THIS AGREEMENT OR WITH RESPECT TO THE INVENTORYLAB SERVICES, IF ANY, WHICH ARE THE SUBJECT HEREOF, REGARDLESS OF THE FORM OF THE CLAIM OR CAUSE OF ACTION (WHETHER BASED IN CONTRACT, INFRINGEMENT, NEGLIGENCE, STRICT LIABILITY, OTHER TORT OR OTHERWISE) SHALL NOT EXCEED TEN DOLLARS ($10). THE FOREGOING IS INTENDED AS A COMPLETE ALLOCATION OF THE RISKS BETWEEN THE PARTIES. BECAUSE THE BARGAIN STRUCK AND THE PRICE PAID REFLECT SUCH ALLOCATION THIS LIMITATION UPON REMEDIES WILL NOT HAVE FAILED OF ITS ESSENTIAL PURPOSE.
You agree to defend, indemnify and hold harmless InventoryLab, its directors, officers, employees and agents from and against any and all claims, damages, losses, liabilities, costs or debt, and expenses (including reasonable attorneys' fees) that arise or result from (i) Your violation of this Agreement, including, but not limited to, any obligation, representation, or warranty made herein; and (ii) Your violation of any third party right, including without limitation any civil right, property right, intellectual property right, or privacy right. This defense and indemnification obligation will survive termination of this Agreement.
InventoryLab may deliver notice to You under this Agreement by electronic mail, a general or specific notice on the website, a communication to Your account or by written communication delivered by first class U.S. mail to Your address on record. Notices to InventoryLab must be in writing and will be deemed given when (a) delivered personally, or (b) sent to address above, in which case notice is deemed given upon receipt.
InventoryLab may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this Agreement. You will not, without the prior written consent of InventoryLab, assign, transfer, charge, delegate, sub-contract or deal in any other manner with all or any of Your rights or obligations under this agreement.
Nothing contained in this Agreement will be construed to place InventoryLab and You in a relationship as partners, joint venturers, or principal and agent, respectively.
This Agreement comprises the entire agreement between You and InventoryLab with respect to Your use of the InventoryLab Services, and supersedes all prior agreements between the Parties regarding the subject matter contained herein. This Agreement shall be governed and construed in accordance with the laws of the State of Kansas, without regard to its conflicts of law principles. You agree to promptly and voluntarily submit to the exclusive jurisdiction of the Kansas courts located in Kansas City, KS or the United States District Court for the District of Kansas located in Kansas City, Topeka, and Wichita, KS, with respect to any legal proceedings arising out of this Agreement, waiving all defenses with respect to jurisdiction, forum and venue. Any claim by You relating to this Agreement must be brought within one year of the date on which the claim arises. In the event that any provision of this Agreement becomes or is declared by a court of competent jurisdiction to be illegal, unenforceable or void, this Agreement shall continue in full force and effect without said provision. You agree that money damages would not be a sufficient remedy for breach of this Agreement, and InventoryLab shall be entitled to specific performance and other equitable relief for any such breach, without the necessity of posting any bonds, in addition to any other remedies available to it at law or in equity. No waiver or amendment of any term in this Agreement shall be binding on InventoryLab unless made in a writing expressly stating that it is such a waiver or amendment and signed by an authorized agent of InventoryLab.