Dropship and Endless Aisle Product Terms (the Product Terms”)

Last Updated: December 14th2020

  1. Purpose

1.1 Pursuant to an applicable Quote, these Product Terms are governed by and form a part of the terms of the Agreement as defined in the iQmetrix Master Services Agreement, located at www.iqmetrix.com/legal/general/msa, as it exists at the time of Subscriber’s execution of the applicable Quote.

1.2 Any undefined capitalized terms used in these Product Terms will have the meanings ascribed to them in the Agreement. In the event of any direct conflict or inconsistency between the terms of these Product Terms and the terms of the Agreement, the terms of the Agreement will control.

1.3 The Endless Aisle Services” are Services that allow Subscriber to populate an interactive touchscreen with rich content to allow Subscriber’s in-store customers to browse and compare thousands of products whether they are in-stock or not. The Dropship Services” are Services that provide an integration to allow Subscriber to send items directly to Subscriber’s customers from (a) Subscriber’s fulfillment locations; or (b) Subscriber’s third-party dropship vendor (“Vendor”) (through such Vendor’s Integrated Solution). The Quote sets out the current general Fees and package descriptions for the Dropship Services and Endless Aisle Services.

1.3 In order to utilize Vendor’s Integrated Solution, Subscriber wishes for iQmetrix to provide to the Vendor certain information from Subscriber’s database of Account Data. This information includes but is not limited to transaction data pertaining to product sales, returns, transfers, RMA items, and stock on hand, as may be directed by Subscriber from time to time (“Subscriber Information”). The acceptance of these Product Terms will allow Subscriber Information from all locations to be passed by iQmetrix to Vendor.

  1. Fees

2.1 All launch Fees are due on the Effective Date. All Monthly Subscription Fees are due in advance on the first day of each month, using enabled location and screen data from the previous month. Monthly Fees are due within 30 days of the date they are invoiced to Subscriber (unless Subscriber has executed an ACH Authorization Agreement, in which case Fees are due as of the date of the invoice).

  1. Product Library Terms

3.1 Subscriber shall not receive any rights of any kind in or to any images, videos, text or other content derived from content held by iQmetrix as part of Product Library provided through the Software other than those rights to display such content as set forth in these Product Terms or the Agreement. For the purposes of these Product Terms, Product Library” means the catalogue of content available to Subscriber through its use of the Endless Aisle Service. Subscriber shall retain ownership of any images, video, text or other content that it provides to iQmetrix for use exclusively by it as part of its use of the Software.

3.2 iQmetrix shall have the right at any time, without notice to remove or stop the use of any content contained in Product Library. Such removal or stoppage of use may be temporary or permanent in iQmetrix’ full discretion. iQmetrix shall use reasonable commercial efforts to advise Subscriber of the removal or stoppage of use of any content if Subscriber is using the content in question at the time of its removal from Product Library.

3.3 iQmetrix shall not be responsible for any error or inaccuracy in any content contained in the Product Library or provided to it by Subscriber. Subscriber shall as soon as commercially reasonably possible advise iQmetrix of any error or inaccuracy in any content contained in the Product Library of which it becomes aware or of which it has knowledge.

3.4 As Subscriber’s sole and exclusive remedy and iQmetrix’s sole liability, iQmetrix agrees to remove or correct any content contained in the Product Library within a commercially reasonable period of time after it is advised or becomes aware of an error or inaccuracy in any content.

  1. Data Release

4.1 Subscriber hereby authorizes and directs iQmetrix to release to Vendor the Subscriber Information.

4.2 Subscriber represents and warrants that Subscriber has notified, and if required by applicable law that Subscriber has obtained consent compliant with applicable law from, all individuals (including without limitation Subscriber’s employees) whose personally identifying information is included in the Subscriber Information that iQmetrix will provide Subscriber Information to Vendor. Subscriber shall indemnify, defend and save harmless iQmetrix from and against any and all claims, causes of action, liability, damages, costs and/​or expenses (including iQmetrix’s own lawyers’ fees and disbursements) for loss incurred by iQmetrix relating to or arising from a breach by Subscriber of the foregoing representations and warranties.

4.3 Subscriber agrees that iQmetrix is not responsible for Subscriber’s relationship with Vendor or the Vendor Services, which will be governed by a separate agreement between Subscriber and Vendor.

4.4 Subscriber agrees that all questions relating to the products and services provided to Subscriber by Vendor shall be directed to Vendor.

4.5 The parties agree that under no circumstances and under no legal or equitable theory, whether in tort, contract, strict liability or otherwise, shall iQmetrix or any of its affiliates, employees, directors, officers, agents, vendors or suppliers be liable for: damages for lost profits, loss of goodwill, loss of data, work stoppage, accuracy of results, or computer failure or malfunction to Subscriber; damages arising out of or in connection with the release of Subscriber Information to Vendor; damages arising out of the use of or inability to access the Subscriber Information or the Vendor Services; or, any indirect, special, incidental or consequential losses or damages of any nature.

4.6 This authorization may be cancelled by Subscriber providing at least 10 days’ written notice to iQmetrix of such cancellation (“Cancellation Request”). The Cancellation Request must: (i) be addressed to support@​iqmetrix.​com and legal@​iqmetrix.​com; (ii) include Subscriber’s main iQmetrix contact (Account Manager or equivalent); and (iii) include the desired date of cancellation.

  1. Termination of Service

Subscriber may terminate Dropship Services and/​or Endless Aisle Services for any or all locations or screens upon 90 days written notice to iQmetrix. Any launch Fees paid are non-refundable.