Terms of Service

Acceptance of the Terms of Use

These terms of use are entered into by and between the entity or individual (the “User”) using the portal offered by the entity with which User entered into the Services Agreement (defined below), which is either Linn Systems Ltd or SkuVault, Inc., as applicable (such entity, the “Company”). The following terms and conditions, together with any documents they expressly incorporate by reference (collectively, “Terms of Use”), govern User’s access to and use of the customization portal that facilitates each portal user’s provision and/or receipt of services from or to other portal users, including any content, functionality, and services offered on or through such portal and linked URLs (the “Portal”), whether as a guest or a registered user.

Please read the Terms of Use carefully before use of the Portal. By using the Portal, clicking to accept or agree to these Terms of Use when this option is made available, or by otherwise taking action indicating assent to agree to these Terms of Use, User accepts and agrees to be bound and abide by these Terms of Use. If User does not want to agree to these Terms of Use, User must not access or use the Portal.

These Terms of Use incorporate the agreement between User and Customer whereby either (i) User may receive customization services related to Company’s licensed software or (ii) User has agreed to provide customization services to Company’s customers in relation to Company’s licensed software (in either case, the “Services Agreement”). The individual entering into these Terms of Use on behalf of User represents and warrants that it is authorized to agree to these Terms of Use on behalf of User and that these Terms of Use will be fully enforceable against User. User’s use of the Portal is also governed with respect to certain information by the Company’s privacy policy available on Company’s website, as the case may be (“Privacy Policy”), as such information and related practices are further set forth in the Privacy Policy.

The Portal is only offered and available to users who are 18 years of age or older. User shall not allow anyone under 18 to utilize the Portal.

Changes to the Terms of Use

Company may revise and update these Terms of Use from time to time in its sole discretion. All changes are effective immediately when posted and apply to all access to and use of the Portal thereafter. However, any changes to any dispute resolution provisions set out in the Governing Law section below will not apply to any disputes for which the parties have actual notice before the date the change is posted on the Portal.

User’s continued use of the Portal following the posting of revised Terms of Use means that User accepts and agrees to the revised Terms of Use. User is expected to check this page each time User accesses the Portal so User is aware of any changes, as they are binding on User.

Modification of the Portal; Accessing the Portal; Account Security

Company may withdraw, modify, or amend the Portal, and any service or material provided on the Portal, in its sole discretion without notice at any time and from time to time. Any of the material on the Portal may be out of date at any given time, and Company is under no obligation to update such material, regardless of such modifications to the Portal. Company will not be liable if for any reason all or any part of the Portal is unavailable at any time or for any period. From time to time, Company may restrict access to some parts of the Portal, or the entire Portal, to any users, including any registered users.

User is responsible for both:

Making all arrangements necessary for User to have access to the Portal. Ensuring that all persons who access the Portal through User’s internet connection are aware of these Terms of Use and comply with them. To access the Portal or some of the resources it offers, User may be asked to provide certain registration details or other information. It is a condition of User’s use of the Portal that all the information User provides on the Portal is correct, current, and complete. User agrees that all information User provides to register with this Portal or otherwise, including, but not limited to, through the use of any interactive features on the Portal, is governed by the Privacy Policy, and User consents to all actions Company takes with respect to User’s information consistent with the Privacy Policy, these Terms of Use, or any other notices or consents provided by Company in relation to such information.

If User chooses, or is provided with, a username, password, or any other piece of information as part of Company’s security procedures, User must treat such information as confidential, and User must not disclose it to any other person or entity other than its registered and authorized users, as applicable. User also acknowledges that User’s account is personal to User and agrees not to provide any other person with access to the Portal or information or portions of the Portal using User’s username, password, or other security information, except for User’s registered and authorized users, where applicable. User agrees to notify Company immediately of any unauthorized access to or use of User’s username or password or any other breach of security. User also agrees to ensure that User exits from User’s account at the end of each session. User should use particular caution when accessing User’s account from a public or shared computer so that others are not able to view or record User’s password or other personal information.

Company has the right to disable any username, password, or other identifier, whether chosen by User or provided by Company, at any time in its sole discretion for any or no reason, including if, in Company’s opinion, User has violated any provision of these Terms of Use.

Intellectual Property Rights

The Portal and its entire contents, features, and functionality (including but not limited to all information, software, text, displays, images, video, and audio, and the design, selection, and arrangement thereof) are owned by the Company, its licensors, or other providers of such material and are protected by copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws.

These Terms of Use permit User to access and use the Portal for User’s internal business purposes only and only to further the business relationship between User and the Company and to facilitate the receipt or provision of services to or from other users. User must not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, or transmit any of the material on the Portal, except as follows:

User’s computer may temporarily store copies of such materials in RAM incidental to User accessing and viewing those materials. User may store files that are automatically cached by User’s Web browser for display enhancement purposes. User must not:

Modify copies of any materials from the Portal. Use any illustrations, photographs, video or audio sequences, or any graphics separately from the accompanying text. Delete or alter any copyright, trademark, or other proprietary rights notices from copies of materials from the Portal. If User prints, copies, modifies, downloads, or otherwise uses or provides any other person with access to any part of the Portal in breach of the Terms of Use, User’s right to use the Portal will stop immediately and User must, at Company’s option, return or destroy any original versions, or copies User has made of, such materials. No right, title, or interest in or to the Portal or any content on the Portal is transferred to User, and all rights not expressly granted are reserved by the Company. Any use of the Portal not expressly permitted by these Terms of Use is a breach of these Terms of Use and may violate copyright, trademark, and other laws.

Trademarks

The Company name, the term “Linnworks,” “SkuVault,” all related names, logos, products and service names, designs, and slogans are trademarks of the Company or its affiliates or licensors. User must not use such marks without the prior written permission of the Company. All other names, logos, product and service names, designs, and slogans on this Portal are the trademarks of their respective owners.

Confidentiality

“Confidential Information” has the meaning provided in the Services Agreement. Except as set forth explicitly in these Terms of Use, terms and conditions related to use and restrictions on use of Confidential Information is governed by the Services Agreement.

Prohibited Uses

User shall use the Portal only in accordance with these Terms of Use. User agrees not to use the Portal:

In any way that violates any applicable law. For the purpose of exploiting, harming, or attempting to exploit or harm minors in any way. To transmit, or procure the sending of, any advertising or promotional material, including any “junk mail,” “chain letter,” “spam,” or any other similar solicitation. To impersonate or attempt to impersonate any other person or entity. To engage in any other conduct that restricts or inhibits anyone’s use or enjoyment of the Portal, or which, as determined by Company, may harm the Company or users of the Portal, or expose them to liability. Additionally, User shall not:

Use the Portal in any manner that could disable, overburden, damage, or impair the site or interfere with any other party’s use of the Portal. Use any robot, spider, or other automatic device, process, or means to access the Portal for any purpose, including monitoring or copying any of the material on the Portal. Use any manual process to monitor or copy any of the material on the Portal, or for any other purpose not expressly authorized in these Terms of Use, without Company’s prior written consent. Use any device, software, or routine that interferes with the proper working of the Portal. Introduce any viruses, Trojan horses, worms, logic bombs, or other material that is malicious or technologically harmful. Attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of the Portal, the server on which the Portal is stored, or any server, computer, or database connected to the Portal. Attack the Portal via a denial-of-service attack or a distributed denial-of-service attack. Otherwise attempt to interfere with the proper working of the Portal. User Contributions

The Portal may contain message boards, chat rooms, personal web pages or profiles, forums, or bulletin boards and other interactive features (collectively, “Interactive Services”) that allow users to post, submit, publish, display, or transmit to other users or persons (hereinafter, “Post”) content or materials (collectively, “User Contributions”) on or through the Portal.

All User Contributions must comply with the Content Standards set out in these Terms of Use below.

Any User Contribution User Posts to the site will be considered non-confidential and non-proprietary. By providing any User Contributions on the Portal, User grants Company and Company’s licensees, successors, and assigns the right to use, reproduce, modify, perform, display, distribute, and otherwise disclose to third parties any such material for any purpose.

User represents and warrants that:

User owns or controls all rights in and to the User Contributions and has the right to grant the license granted above to Company and its affiliates and service providers, and each of their and Company’s respective licensees, successors, and assigns. All of User’s User Contributions do and will comply with these Terms of Use. User understands and acknowledges that User is responsible for any User Contributions User submits or contributes, and User, not the Company, has full responsibility for such content, including its legality, reliability, accuracy, and appropriateness.

Company is not responsible or liable to any third party for the content or accuracy of any User Contributions posted by User or any other user of the Portal.

Monitoring and Enforcement; Termination

Company may, but is not obligated to:

Remove or refuse to post any User Contributions for any or no reason in Company’s sole discretion. Take any action with respect to any User Contribution that Company deems necessary or appropriate in Company’s sole discretion, including if Company believes that such User Contribution violates the Terms of Use, including the Content Standards, infringes any intellectual property right or other right of any person or entity, threatens the personal safety of users of the Portal or the public, or could create liability for the Company. Disclose User’s identity or other information about User to any third party who claims that material posted by User violates their rights, including their intellectual property rights or their right to privacy, subject to the Privacy Policy and applicable law. Take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of the Portal. Terminate or suspend User’s access to all or part of the Portal for any or no reason, including without limitation, any violation of these Terms of Use. Without limiting the foregoing, Company has the right to cooperate fully with any law enforcement authorities or court order requesting or directing Company to disclose the identity or other information of anyone posting any materials on or through the Portal. USER WAIVES AND HOLDS HARMLESS THE COMPANY AND ITS AFFILIATES, LICENSEES, AND SERVICE PROVIDERS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY ANY OF THE FOREGOING PARTIES DURING, OR TAKEN AS A CONSEQUENCE OF, INVESTIGATIONS BY EITHER ANY SUCH PARTIES OR LAW ENFORCEMENT AUTHORITIES.

However, Company does not undertake to review all material before it is posted on the Portal and cannot ensure prompt removal of objectionable material after it has been posted. Accordingly, Company assumes no liability for any action or inaction regarding transmissions, communications, or content provided by any user or third party. Company has no liability or responsibility to anyone for performance or nonperformance of the activities described in this section.

Content Standards

These “Content Standards” apply to any and all User Contributions and use of Interactive Services. User Contributions must in their entirety comply with all applicable federal, state, local, and international laws and regulations. Without limiting the foregoing, User Contributions must not:

Contain any material that is defamatory, obscene, indecent, abusive, offensive, harassing, violent, hateful, inflammatory, or otherwise objectionable. Promote sexually explicit or pornographic material, violence, or discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age. Infringe any patent, trademark, trade secret, copyright, or other intellectual property or other rights of any other person. Violate the legal rights (including the rights of publicity and privacy) of others or contain any material that could give rise to any civil or criminal liability under applicable laws or regulations or that otherwise may be in conflict with these Terms of Use and the Privacy Policy. Be likely to deceive any person. Promote any illegal activity, or advocate, promote, or assist any unlawful act. Cause annoyance, inconvenience, or needless anxiety or be likely to upset, embarrass, alarm, or annoy any other person. Impersonate any person or misrepresent User’s identity or affiliation with any person or organization. Involve commercial activities or sales, such as contests, sweepstakes, and other sales promotions, barter, or advertising. Give the impression that they emanate from or are endorsed by Company or any other person or entity if this is not the case. Copyright Infringement

User acknowledges that (i) content on the Portal is protected by copyrights, trademarks, and other intellectual and proprietary rights (“Rights”); (ii) these Rights are valid and protected in all media and technologies existing now or later developed; and (iii) except as explicitly provided otherwise, the terms and applicable copyright, trademark, and other laws govern User’s use of such content. Any use of the content and software on the Portal other than the one contracted for, including but not limited to the reproduction, modification, distribution, transmission, republication, display, or performance, of the content on this Portal is strictly prohibited.

If User believes that any User Contributions not supplied by User or its representatives violate User’s copyright, please send Company a notice of copyright infringement setting forth the details of the infringement and supporting materials. It is the policy of the Company to terminate the user accounts of infringers.

Reliance on Information Posted

Company does not warrant the accuracy, completeness, or usefulness of the information available on the Portal or the services or products received from other users, including the customization services or results thereof (such services and results, the “User Work Product”). Any reliance User places on or use of the User Work Product is strictly at User’s own risk. Company disclaims all liability and responsibility arising from any reliance placed on such materials by User or any other visitor to the Portal, or by anyone who may be informed of any of its contents.

Online Purchases and Other Terms and Conditions

All purchases through the Portal or other transactions for the sale of services formed through the Portal, or resulting from visits made by User, are governed by the Services Agreement and any agreement between users for User Work Product. User is encouraged to enter into its own agreement for User Work Product with the party providing or receiving such User Work Product. Additional terms and conditions may also apply to specific portions, services, or features of the Portal or those services offered by other users. User is responsible and liable for its own compliance with those terms and conditions and each User agrees that Company is not liable in any way for damages, errors, loss of data, costs, loss of revenues, expenses, fees, fines, suits, actions, claims, or any other liabilities of User or in relation to any such agreements between users of the Portal, including in relation to User Work Product.

Linking to the Portal and Social Media Features

User shall not link to the Portal from any website owned or controlled by User or a third party.

User agrees to cooperate with Company in causing any unauthorized framing or linking immediately to stop.

Links from the Portal

If the Portal contains links to other sites and resources provided by third parties, these links are provided for User’s convenience only. This includes links contained in advertisements, including banner advertisements and sponsored links. Company has no control over the contents of those sites or resources and accept no responsibility for them or for any loss or damage that may arise from User’s use of them. If User decides to access any of the third-party websites linked to the Portal, User does so entirely at User’s own risk and subject to the terms and conditions of use for such websites.

Disclaimer of Warranties

User understands that Company cannot and does not guarantee or warrant that files available for downloading from the internet or the Portal will be free of viruses or other destructive code. User is responsible for implementing sufficient procedures and checkpoints to satisfy User’s particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to the Portal for any reconstruction of any lost data. TO THE FULLEST EXTENT PERMITTED BY LAW, COMPANY WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES, OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT USER’S COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA, OR OTHER PROPRIETARY MATERIAL IN RELATION TO USER’S USE OF THE PORTAL OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE PORTAL OR TO USER’S DOWNLOADING OF ANY MATERIAL POSTED ON IT, OR ON ANY WEBSITE LINKED TO IT.

USER’S USE OF THE PORTAL, ITS CONTENT, AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE PORTAL ARE AT USER’S OWN RISK. THE PORTAL, ITS CONTENT, AND THE USER WORK PRODUCT AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE PORTAL IN RELATION THERETO ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER THE COMPANY NOR ANY PERSON ASSOCIATED WITH THE COMPANY MAKES, AND EACH SUCH PARTY HEREBY DISCLAIMS, ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, LEGALITY, ACCURACY, OR AVAILABILITY OF THE PORTAL OR ANY MATERIAL, CONTENT, OR USER WORK PRODUCT. WITHOUT LIMITING THE FOREGOING, NEITHER THE COMPANY NOR ANYONE ASSOCIATED WITH THE COMPANY REPRESENTS OR WARRANTS THAT THE PORTAL, ITS CONTENT, OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE PORTAL, INCLUDING USER WORK PRODUCT WILL BE ACCURATE, RELIABLE, ERROR-FREE, OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT COMPANY’S SITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT THE PORTAL OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE PORTAL WILL OTHERWISE MEET USER’S NEEDS OR EXPECTATIONS.

TO THE FULLEST EXTENT PROVIDED BY LAW, THE COMPANY HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, TITLE, AND FITNESS FOR PARTICULAR PURPOSE.

THE FOREGOING DOES NOT AFFECT ANY WARRANTIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

Limitation on Liability

TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT WILL THE COMPANY, ITS AFFILIATES, OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH USER’S USE, OR INABILITY TO USE, THE PORTAL, ANY WEBSITES LINKED TO IT, ANY CONTENT ON THE PORTAL OR SUCH OTHER WEBSITES, ANY USER WORK PRODUCT, AND ANY USER CONTRIBUTION, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, OR OTHERWISE, EVEN IF FORESEEABLE. TO THE EXTENT THE FOREGOING IS NOT LEGALLY ENFORCEABLE UNDER APPLICABLE LAW, AND TO THE EXTENT PERMISSIBLE UNDER APPLICABLE LAW, IN NO EVENT WILL THE COMPANY, ITS AFFILIATES, OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, OR DIRECTORS BE LIABLE FOR ANY OF THE FOREGOING DAMAGES OR LIABILITIES, OR ANY OTHER DAMAGES OR LIABILITIES, IN EXCESS OF $500.00 USD. USER AGREES THAT THE LIMITATIONS OF LIABILITY SET FORTH IN THIS SECTION FORM THE BASIS OF THE BARGAIN FOR THE PARTIES TO PROVIDE AND UTILIZE THE PORTAL, AND WITHOUT WHICH LIMITATIONS THE COMPANY WOULD NOT PROVIDE USER ACCESS TO OR USE OF THE PORTAL.

THE FOREGOING DOES NOT AFFECT ANY LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

Indemnification

User agrees to defend, indemnify, and hold harmless the Company, its affiliates, licensors, and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors, and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys’ fees) arising out of or relating to User’s violation of these Terms of Use or User’s use of the Portal, including, but not limited to, User’s User Contributions, any use of the Portal’s content, services, and products, and the User Work Product contributed or utilized by User.

Governing Law and Jurisdiction

All matters relating to the Portal and these Terms of Use, and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims), shall be governed by and construed exclusively in accordance with the internal laws of either (i) State of Delaware if the Services Agreement is entered into between User and SkuVault, Inc. or (ii) England and Wales if the Services Agreement is entered into between User and Linn Systems Ltd as the Company, without giving effect to any choice or conflict of law provision or rule (whether of the State of Delaware, England and Wales, or any other jurisdiction).

Any legal suit, action, or proceeding arising out of, or related to, these Terms of Use or the Portal shall be instituted exclusively in either (a) in the case these Terms of Use are governed by the laws of the State of Delaware, the federal and state courts located in the State of Delaware or (b) in the case these Terms of Use are governed by the laws of England and Wales, the courts located in England and Wales. User waives any and all objections to the exercise of jurisdiction over User by such courts and to venue in such courts.

Waiver and Severability

No waiver by the Company of any term or condition set out in these Terms of Use shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of the Company to assert a right or provision under these Terms of Use shall not constitute a waiver of such right or provision.

If any provision of these Terms of Use is held by a court or other tribunal of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms of Use will continue in full force and effect.

Entire Agreement

The Terms of Use constitute the sole and entire agreement between User and Company regarding the Portal and supersede all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding the Portal.

Notwithstanding any other provision of these Terms of Use, in the event of any conflict or inconsistency between the Terms of Use and the Services Agreement, the Services Agreement will control.