This License Agreement (“Agreement”) sets out the legal agreement between you, your directors, employees, contractors, agents and assigns, collectively the “Client” and InverseSoft Private Limited, an Indian incorporated entity with its registered offices as 240/1 Ozone Springs, Wakad Dange-chowk Link Road, India (“AmazeRepricer”) for the use of InverseSoft’s Service.
By selecting the “I accept” or “Start your trial today” or “Signing Up” option the Client acknowledges that the Client has read, understands, and agrees to be bound by the terms of this Agreement. Notwithstanding the foregoing, Client’s use of the Service shall bind them and any employees, agents or subcontractors who access the service to the terms and conditions of this Agreement.
If Client does not agree with any of the terms or conditions of this Agreement, Client is not authorised to use the Service for any purpose whatsoever and must discontinue any and all use.
Definitions
“Client Data” means the data inputted into the Service by the Client in accordance with its rights under this Agreement including but not limited to, their third party marketplace data and accounts being linked to the Service e.g. Amazon Marketplace Web Service.
“Confidential Information” means this Agreement and any and all information (whether oral, electronic or written) obtained by one party from the other pursuant to this Agreement which is expressly marked as confidential or which is manifestly confidential or designated by the disclosing party as confidential or which is confirmed in writing to be confidential within seven days of its disclosure and either party’s trade secrets, confidential business information, technical information or know-how, whether or not expressly marked or designated or manifestly confidential or confirmed in writing to be confidential within seven days of its disclosure.
“Intellectual Property or IP Rights” means patents, trademarks, service marks, design rights and database rights (whether capable of registration or otherwise), applications for any of the foregoing, copyright (including copyright in source code, object code, procedures manuals and related documentation), know-how, trade or business names, domain names and other similar rights or obligations, whether capable of registration or not in any country (including but not limited to India)
“Service” means the software service to be provided by InverseSoft Pvt. Ltd. to the Client including some or all of its products via the website, http://www.inversesoft.com or http://blog.amazerepricer.com , including but not limited to AmazeRepricer, each a “Product”, and any other service InverseSoft agrees to perform for the Client under this Agreement including but not limited to Support Services.
“Standard Support Hours” are outlined on the AmazeRepricer website at https://www.amazerepricer.com/blog/contact-us . InverseSoft reserves the right to amend these hours at any time and without notice. It is the responsibility of the Client to ensure that it is aware of the hours of operation.
“Critical Issue Support Hours” means any hours outside of Standard Support Hours.
“Support Services” the support and maintenance of the AmazeRepricer Software provided by InverseSoft. The Support Services contained in the Service is outlined on blog.amazerepricer.com .
Licence
In consideration of the payment of the Fees by the Client, InverseSoft agrees to provide a limited, non-exclusive, non-transferrable and royalty-free licence to the Client for the use of the Service and the provision of any other ancillary Services pursuant to this Agreement for the agreed Term.
Term
This Agreement is effective from the Client’s registration date and shall remain in full force and effect indefinitely unless and until either party terminates the Agreement.
Client can cancel the service at any time subject to a minimum of fourteen (14) days’ written notice. If written notice to cancel is provided fourteen (14) days in advance of the next billing date, Client’s account will be cancelled at the end of the then relevant period and invoices will not be raised again. For the avoidance of doubt, termination by Client must be provided within 14 days of the next billing date. On other hand if Client do not pay invoice within 14 days after end of subscription period (due date) Clients accounts will be automatically deleted from our servers. Client will not receive a refund for any Fees already paid to InverseSoft Pvt. Ltd. Written notice can be provided via email to support@amazerepricer.com .
InverseSoft can, in its sole and absolute discretion, terminate this Agreement at any time.
Description of the Service
The functionality of the Service varies depending on the Product and the subscription level you have chosen for each Product. Please refer to blog.amazerepricer.com for information on the features of your chosen Product/Services/Subscription. In the event of any significant changes to the functionality of your service or change to the terms and conditions of this Agreement, you will be informed via email or through an in-Product alert to the changes in the specification or the revised terms and conditions. Client’s continued use of the Service shall, in itself, constitute acceptance of any change.
Free Trial Period
Upon confirmation of your registration with the Service, you may be provided with a free trial period to use the Service on a non-exclusive, non-transferable and royalty-free basis in accordance with all the terms of this Agreement with the exception of the payment of Fees during these period (“Free Trial Period”). The Free Trial Period may be extended by InverseSoft Pvt. Ltd. in its sole and absolute discretion.
In the event that you wish to continue to use the Service after the expiration of the Free Trial Period, you must (prior to the end of the Free Trial Period); (a) have correctly completed all the information relating to payment of the Fees in the payment section of the Service; (b) have to process payments via payment gateway by paying invoice generated; (c) paid the correct amount owed for activating your subscription to the Service.
Free Version
Free version (Free Tier) is applicable only for first year from the date of signup (“Free Version”). The Free Version may be extended by InverseSoft Pvt. Ltd. in its sole and absolute discretion.
In the event that you wish to continue to use the Service after the expiration of the Free Version, you must (prior to the end of the Free Version Period); (a) have correctly completed all the information relating to payment of the Fees in the payment section of the Service; (b) have to process payments via payment gateway by paying invoice generated; (c) paid the correct amount owed for activating your subscription to the Service.
Fees & Invoicing
The Service is billed in advance every thirty (30) days. To obtain the then relevant advance payment discounts, Client retains the option to select to pay for six months/one year in advance and such payments will cover one hundred and eighty (180) days while annual payments in advance will cover a period of three hundred and sixty-five (365) days (“Advance Payments”). Where Client selects Advance Payments/Annual/Yearly Billing, Client will continue to be billed on such payment cycles unless amended in the payment section of the Service.
InverseSoft Pvt. Ltd. will automatically charge your nominated credit card if you authorize InverseSoft to deduct such payments in advance when you pay first time with our payment page with the prevailing rate of the Service at the time of registration (“Fees”). InverseSoft Pvt. Ltd. reserves the right to amend its pricing structure at any time, however, any change to the amount to be charged to your card on a recurring basis excluding Discounts will be communicated to you in advance. From time to time, InverseSoft Pvt. Ltd. may offer certain discounts, promotional codes or other offers (“Discounts”). All such Discounts are provided at the sole and absolute discretion of InverseSoft Pvt. Ltd. and such Discounts may be amended or supplemented at any time and without notice to Client, even where such amendments would change the recurring fee charged to Client’s credit card/other payment systems.
Where you upgrade your Service subscription in a particular period, an additional fee will be charged on a pro-rate basis for the additional services, and thereafter you will be charged the full service fee on a recurring basis. IF YOU DOWNGRADE OR CANCEL YOUR SERVICE, NO REFUNDS ARE ISSUED INCLUDING ANY ADVANCE PAYMENTS.
All our prices are quoted excluding VAT, Service Tax or other sales taxes. If you are located outside of the India and makes us payment in other currency than Indian National Rupees (INR), then we will not charge you Service Tax.
It is Client’s responsibility to ensure that the registered credit card/other payment method has sufficient funds to allow the Fees charge to be processed and it is the responsibility of Client to ensure valid and up to date credit card details are provided at all times. Failure to do so may result in a missed payment and any failure to pay the Fees may result in InverseSoft Pvt. Ltd. suspending Client’s access to the Service. As soon as a payment is missed or there is an amount overdue on Client’s account, InverseSoft Pvt. Ltd. shall be entitled to suspend or cancel Client access to the Service at any time and without notice.
Referrals
The Service contains a section entitled “Referrals”. This is part of the InverseSoft Pvt. Ltd. Affiliate Program (“Affiliate Program”). The Affiliate Program is governed by a separate agreement and related terms and conditions (“InverseSoft Pvt. Ltd. Affiliate Program Agreement”) that can be found within the Service. Client’s participation within the Affiliate Program does not take effect on the same day as this Agreement. Client’s Affiliate Program participation will only commence on the day on which Client accepts the terms and conditions of the InverseSoft Pvt. Ltd. Affiliate Program Agreement.
Termination of this Agreement will automatically terminate Cleint’s InverseSoft Pvt. Ltd. Affiliate Program Agreement if Client has entered into an InverseSoft Pvt. Ltd. Affiliate Program Agreement, however, termination of Client’s InverseSoft Pvt. Ltd. Affiliate Program Agreement will not constitute a termination of this Agreement including, but not limited to, Client’s obligations and the payment of Fees.
Information we collect
By using the Service, Client consents to its contact information being used by InverseSoft Pvt. Ltd. to send updates about this Service including but not limited to changes to the Service description and changes in the terms and conditions. InverseSoft Pvt. Ltd. may also send to you details of other products and services from InverseSoft Pvt. Ltd. that InverseSoft Pvt. Ltd., in its sole discretion, determines that it may be of interest to you.
Client agrees that InverseSoft Pvt. Ltd. may publicly use Client’s business or trading name and logo to identify you as our customer and that InverseSoft Pvt. Ltd. is providing a service to Client in promotional materials including but not limited to case studies, event materials, presentations, website, videos, tweets and any other media.
In use of the Service, Client agrees to grant InverseSoft Pvt. Ltd. a non-exclusive, transferable, royalty-free, worldwide and fully paid-up license to use the Client Data for the purposes of analysis and development, including IP development (“InverseSoft Development”). Any such InverseSoft Development shall be fully owned by InverseSoft Pvt. Ltd. and Client hereby agrees that it shall have no rights or claims whatsoever over InverseSoft Development and waives any and all rights and claims, including any moral rights, over the InverseSoft Development whether now known or hereafter devised.
Should Client provide any feedback, advice, comment, instruction or any other verbal or written communication directly or indirectly to InverseSoft Pvt. Ltd. about the Service (“Client Feedback”), Client hereby grants to InverseSoft Pvt. Ltd. a non-exclusive, transferable, royalty-free, worldwide and fully paid-up license in and to the Client Feedback.
Client Data includes payment information. InverseSoft Pvt. Ltd. does not store complete payment information, this data is maintained by our payment processing providers, 2Checkout, PayPal, CCAvalnue, all of whom are Payment Card Industry (“PCI”) compliant. InverseSoft Pvt. Ltd. will retain details such as your billing address, email, telephone number and partial credit card details including the expiry date, the last four digits of the card number and the name on the card. InverseSoft Pvt. Ltd. does not retain full card numbers or CVV codes. This information is retained solely for the purposes of customer service and in no way is this information shared with any third party or used for any other purpose than for customer and technical support.
Ownership of Materials
Client acknowledges and agrees that InverseSoft Pvt. Ltd. and/or its licensors own all Intellectual Property Rights in the Service or which may arise out of the performance of the Service (including any Materials). Except as expressly stated otherwise, this Agreement does not grant the Client any rights to, or in, patents, copyrights, database rights, trade secrets, trade names, trademarks (whether registered or unregistered), or any other rights or licences in respect of the Service or any related documentation. The Client further acknowledges that all rights, title and interest to the Service are owned by InverseSoft Pvt. Ltd. and that the Client’s rights to use the Service are limited to those expressly set out in this Agreement.
The Client authorises InverseSoft Pvt. Ltd. to access, store, update, modify and otherwise deal with (as appropriate) any Client Data to enable it to properly perform any Service pursuant to this Agreement.
Except as otherwise expressly provided herein, nothing in this Agreement grants to any party, any right and title or licence to the other party’s Intellectual Property rights.
Upon termination of this Agreement, all rights granted under this Agreement, unless otherwise stated, shall automatically terminate and each party agrees to immediately cease using or displaying the Intellectual Property Rights of the other party.
Data Protection
Client shall own all rights, title and interest in and to all of the Client Data inputted by Client, or on Client’s behalf (including by InverseSoft Pvt. Ltd.) for the purpose of using the Service and Client shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Client Data.
InverseSoft Pvt. Ltd. shall follow its own protection procedures for Client Data in compliance with the “Right to Privacy” as implicit in Article 19 and 21 of the Constitution of India and “The Indian Contracts Act” and “The Information Technology Act”. Section 43 A, Section 72 A of the Information technology. In the event of any loss or damage to Client Data within the Service, the Customer’s sole and exclusive remedy shall be for InverseSoft Pvt. Ltd. to use reasonable commercial endeavours to restore the lost or damaged Client Data from the latest backup of such Client Data maintained by InverseSoft Pvt. Ltd.. InverseSoft Pvt. Ltd. shall not be responsible for any direct or indirect loss, destruction, alteration or disclosure of Client Data caused by any third party.
InverseSoft Pvt. Ltd. shall, in providing the Service comply with its privacy policy relating to the privacy and security of the Client Data available its website or such other website address as may be notified to you from time to time, as such document may be amended from time to time by InverseSoft Pvt. Ltd. in its sole discretion.
If InverseSoft Pvt. Ltd. processes any personal data on your behalf when performing its obligations under this Agreement, the parties agree and acknowledge their intention that Client shall be the data controller and InverseSoft Pvt. Ltd. shall be a data processor and in any such case: (a) Client acknowledges and agrees that the personal data may be transferred or stored outside the the country where Client is located in order to carry out the Service and InverseSoft’s other obligations under this Agreement; (b) Client shall ensure that it is entitled to transfer the relevant personal data to InverseSoft Pvt. Ltd. so InverseSoft Pvt. Ltd. may lawfully use, process and transfer the personal data in accordance with this Agreement on your behalf; (c) Client shall ensure that the relevant third parties have been informed of, and have given their consent to such use, processing, and transfer as required by all applicable data protection legislation; and (d) each party shall take appropriate technical and organisational measures against unauthorized or unlawful processing of the personal data or its accidental loss, destruction or damage.
InverseSoft Pvt. Ltd. hosts all Client Data, including personal data, with Amazon Web Services (“AWS”). Details of the security policy of AWS can be found here http://aws.amazon.com/security/ and in no way shall Client hold InverseSoft Pvt. Ltd. responsible for the quality of service provided by AWS.
InverseSoft’s Obligations
InverseSoft Pvt. Ltd. will provide such instruction to enable Client to make use of the Service as InverseSoft Pvt. Ltd. reasonably considers appropriate. There is no obligation on InverseSoft Pvt. Ltd. to provide direct setup and any direct setup by InverseSoft Pvt. Ltd. will be done in its absolute discretion.
InverseSoft Pvt. Ltd. will take all reasonable steps to ensure that all Client Data under InverseSoft Pvt. Ltd. control is kept secure in accordance with good industry practice.
InverseSoft Pvt. Ltd. shall act only on instructions from the Client as data controller and shall only carry out processing on the Client’s instructions.
Client’s Obligations
Client shall be solely responsible for the configuration of the Service correctly according to guidelines supplied by InverseSoft Pvt. Ltd. Client shall also fully comply with all relevant terms and conditions on the third party marketplaces or accounts that Client links or associates with their AmazeRepricer account or Service.
Client will fully comply with all applicable laws and regulations when performing its obligations under this Agreement and obtain all third party consents, licences and rights reasonably required in order to allow InverseSoft Pvt. Ltd. to perform the Services.
Where the Client’s own employees undertake work which impacts upon the performance of the Service, then the Client undertakes to use sufficiently qualified and competent employees to ensure that the Services are not adversely affected or delayed.
Should the Client fail to perform any of its obligations under this Agreement then InverseSoft Pvt. Ltd. will not be responsible for any delay, cost increase or other consequences arising from such failure, and the Client shall reimburse InverseSoft Pvt. Ltd. for any costs or expenses incurred by InverseSoft Pvt. Ltd. due to such failure. InverseSoft Pvt. Ltd. shall not be responsible for any matter arising from a lack of appropriate IT knowledge or experience on the part of any of the Client’s employees.
While InverseSoft Pvt. Ltd. will demonstrate the tools available in the software, the client is solely responsible for VAT and other sales tax compliance in the various jurisdictions where the client trades and despatches its products or services.
If Client does not subscribe to the Service following expiry of the Free Trial Period or if Client’s subscription is terminated for any reason, it is Client’s responsibility to disconnect any marketplace accounts from the Service.
Support Services
Support Services are included in the Service; however, the level of the service shall be dictated by the Service chosen by Client. The prevailing Support Services for Client’s relevant Service will be outlined on the relevant website.
Support Services will be provided during the Standard Support Hours only. Support Services can be in the form of email only or a combination of email and telephone support. Services that do not include telephone support means that InverseSoft Pvt. Ltd. reserves the right to refuse to handle your support issue or question via telephone and you may be asked to submit the question via email. InverseSoft Pvt. Ltd. reserves the right that where telephone support is not included in the Service, to provide an answer to your support question via telephone rather than via email.
Where critical issues occur, InverseSoft Pvt. Ltd. will work to resolve these issue during Critical Issue Support Hours. InverseSoft Pvt. Ltd. reserves the right, in its sole and absolute discretion, to determine what constitutes a critical issue.
Whilst InverseSoft Pvt. Ltd. will use reasonable endeavours to resolve any problems raised by Client as part of the Support Services, InverseSoft Pvt. Ltd. does not guarantee that it will successfully resolve such problems (in whole or in part).
The Client will (a) ensure that all reasonable steps are taken to ensure that the Service is operated in a proper manner by the Client’s employees; (b) co-operate with InverseSoft Pvt. Ltd. in performing the Support Services and provide any assistance or information as may reasonably be required by InverseSoft Pvt. Ltd., including in relation to the diagnosis of any faults; (c) report faults promptly to InverseSoft Pvt. Ltd.; and (d) communicate with InverseSoft Pvt. Ltd. in a reasonable and professional manner and refrain from sending or make vulgar, abusive or harassing statements or comments to any InverseSoft Pvt. Ltd. employee or representative.
If our team feels that Client is consistently addressing them in rude or abusive manner InverseSoft Pvt. Ltd. Reserves right to terminate Clients services without any refund.
Telephone Support Services may be monitored and or recorded and such recording may be used by InverseSoft Pvt. Ltd. for training, quality and monitoring services.
Intellectual Property Rights
Client acknowledges that all IP Rights in the Service provided by InverseSoft Pvt. Ltd. throughout the world belong to InverseSoft Pvt. Ltd., that rights in the Service are licensed and not sold to you, and that you have no rights in or to the Service other than the right to access and/or use it in accordance with the terms of this Agreement.
Client acknowledges that it has no right to have access to the Service in source code form or in unlocked coding. The integrity of the Service is protected by technical protection measures (“TPM”) so that the IP Rights, including copyright, in the Service are not misappropriated. You must not attempt in any way to remove or circumvent any such TPM, nor to apply, manufacture for sale, hire, import, distribute, sell, nor let, offer, advertise or expose for sale or hire, nor have in your possession for private or commercial purposes, any means whose sole intended purpose is to facilitate the unauthorised removal or circumvention of such TPM.
Indemnity
The Client shall defend, indemnify and hold harmless InverseSoft Pvt. Ltd. against claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with the usage of the Service.
Except as expressly set out in this Agreement or as permitted by any local law, you undertake: (a) not to copy the Service; (b) not to rent, lease, sub-license, loan, translate, merge, adapt, vary or modify the Service or any part thereof; (c) not to make alterations to, or modifications of, the whole or any part of the Service or any part of it to be combined with, or become incorporated in, any other programs; (d) not to disassemble, de-compile, reverse engineer or create derivative works based on the whole or any part of the Service nor attempt to do any such things except to the extent that such actions cannot be prohibited because they are essential for the purpose of achieving inter-operability of the Service with another software program, and provided that the information obtained by you during such activities: (i) is used only for the purpose of achieving inter-operability of the Service with another software program; (ii) is not disclosed or communicated without InverseSoft’s. prior written consent to any third party to whom it is not necessary to disclose or communicate it; and (iii) is not used to create any software which is substantially similar to the Service; (e) to supervise and control use of the Products provided by the Service and ensure that the Service is used by your employees and representatives in accordance with the terms of this Agreement; (f) to use the most current version of the Service, including upgrading to any updated or upgraded version or new release provided by InverseSoft Pvt. Ltd. under the terms of this Agreement immediately on receipt of such version or release; (g) not to provide, or otherwise make available, the Service offered by the Products in any form, in whole or in part to any person other than your employees without prior written consent from InverseSoft Pvt. Ltd.; (h) not to access all or any part of the Service in order to build a product or service which competes with the Service; and (i) not to attempt to obtain, or assist third parties in obtaining, access to the Service other than as set out in this Agreement.
Client must permit InverseSoft Pvt. Ltd. and his representatives, at all reasonable times and on reasonable advance notice, to inspect and have access to any premises, and to the computer equipment located there, at which the Service is being used or accessed, and any records kept pursuant to this Agreement, for the purpose of ensuring that you are complying with the terms of this Agreement.
Client shall not access, store, distribute or transmit any viruses, worms, trojans or other material which may prevent, impair or otherwise adversely affect the operation of any software, hardware, equipment, network or telecommunications service, or any material during the course of your use of the Service which: (a) is unlawful, harmful, threatening, defamatory, infringing, harassing or racially or ethnically offensive; (b) facilitates illegal activity; (c) depicts sexually explicit images; (d) promotes unlawful violence; (e) is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability, or any other illegal activity; or (f) causes damage or injury to any person or property, and InverseSoft Pvt. Ltd. reserves the right, without liability to you, to disable your access to any material that breaches this condition.
Limitation on Liability
Licensee uses this software and the Service at their own risk. To the fullest extent permitted by law, InverseSoft Pvt. Ltd. shall not be liable for any direct, indirect, consequential, incidental or special damage or loss of any kind including but not limited to, loss of profits, loss of business, loss of or corruption of data however caused.
Nothing in this Licence shall exclude or in any way limit either party’s liability for death and personal injury resulting from negligence, or any other liability to the extent that it cannot be excluded or limited as a matter of law.
Subject to the conditions contained herein, InverseSoft Pvt. Ltd. shall not be liable under or in connection with this Agreement for: (a) loss of income; (b) loss of business profits or contracts; (c) business interruption; (d) loss of the use of money or anticipated savings; (e) loss of information; (f) loss of opportunity, goodwill or reputation; (g) loss of, damage to or corruption of data; or (h) any indirect or consequential loss or damage of any kind howsoever arising and whether caused by tort (including negligence), breach of contract or otherwise.
InverseSoft Pvt. Ltd.’s maximum aggregate liability under or in connection with this Agreement, or any collateral contract, whether in contract, tort (including negligence) or otherwise (including any liability for the acts or omissions of its employees or agents), shall be limited to a sum equal to the total Fees paid to InverseSoft Pvt. Ltd. since Client’s first registering for the Service or in the twelve (12) month period immediately preceding the date the cause of action arose.
InverseSoft Pvt. Ltd. does not warrant that the Service offered herein will not infringe third party intellectual property rights (whether such rights subsist in India or otherwise).
This Agreement sets out the full extent of InverseSoft Pvt. Ltd.’s obligations and liabilities in respect of the supply of the Service. In particular, there are no conditions, warranties, representations or other terms, express or implied, that are binding on InverseSoft Pvt. Ltd. except as specifically stated in this Agreement. Any condition, warranty, representation or other term concerning the supply of the Service offered by InverseSoft Pvt. Ltd. which might otherwise be implied into, or incorporated in, this Agreement or any collateral contract, whether by statute, common law or otherwise, is hereby excluded to the fullest extent permitted by law.
Client acknowledges that Client alone is responsible for the information and data Client holds, as well as that arising from the use of the Service and Client assumes sole responsibility for the security of such information. Client acknowledges that Client alone is responsible for forecasting and calculating any damage Client is liable to suffer in the event of any problem arising in the performance of the Service. As a consequence, Client acknowledges that it is Client’s responsibility to insure its business against all risks which Client regards as appropriate having regard to Client’s own individual circumstances and the terms of this Agreement.
Client acknowledges that all sales made by Client as a result of using the Service, whether directly or indirectly, are made between Client and the buyer directly, and InverseSoft Pvt. Ltd. accepts no responsibility for and is not a contractual party to same. Client undertakes to abide by all legislative and regulatory provisions, including without limitation, all consumer protection, distance selling regulations and tax and indirect tax compliance.
Client acknowledges and agrees that InverseSoft Pvt. Ltd. shall have no liability in the event that any third party operator makes changes to their service or their API for which render the Services or part of the Service offered obsolete or prevent access to the third party platform or service. InverseSoft Pvt. Ltd. shall have no liability for any decisions or actions of the third party platform operator or their consequences, whether they arise with or without warning and irrespective of the consequences.
InverseSoft Pvt. Ltd. is not liable for: (a) the integrity, completeness, precision, accuracy or updating of information or data provided by the Service which is dependent upon third parties; or (b) information uploaded by Client to the Service or to third party services such as Client’s Amazon or any other marketplace.
In the event of breach of, or failure to comply with, the terms of use or access of a third party marketplace platform (including but not limited to Amazon), or due to general issues of seller performance (including, without limitation, feedback ratings) the marketplace operator may (at their discretion) terminate your access to and use of their marketplace (on either a temporary or permanent basis). InverseSoft Pvt. Ltd. accepts no liability for any such termination whether caused by use of the Service or otherwise.
Client hereby acknowledges that whilst the AmazeRepricer Product regularly updates Client’s information, InverseSoft Pvt. Ltd. does not provide an absolute guarantee of a real-time connection with the third party marketplace and as a result, there may be a discrepancy in data provided by the Service, for example, between the number of products displayed as sold, and those actually sold. If products are oversold by you and the marketplace receives a request for a refund from the buyer, this may result in your access and use of the marketplace being suspended, on either a permanent or temporary basis. InverseSoft Pvt. Ltd. accepts no liability in such event. It is your sole responsibility to monitor your sales on all marketplaces on a regular basis.
Additionally, the AmazeRepricer Product consists of providing you with a tool to enable you to optimize the price of products you wish to offer for sale on third party market places. This optimization is performed using a pricing strategy you define, and is based on multiple variables, including, without limitation, your hardware used to access the site, third party conversion rates, the positioning you choose in relation to your competitors, the status of your products, the feedback you gain on the marketplaces, your internet connection, platform API and general availability, as well as any minimum prices set by you below which you do not wish to sell.
The AmazeRepricer Product will automatically re-price products according to variables inputted into the Service. Client acknowledges that Client alone is responsible for choosing, where applicable, a ‘Minimum (Min)’ and ‘Maximum (Max)’ allowed selling price for each product in Client’s inventory. It is Client’s sole responsibility to monitor and check the suitability of the optimum prices in the Service, and make any necessary adjustments to the setting. If there is an error in the prices offered for Client’s products on a marketplace and Client refuses to sell the applicable products at the advertised price, this may result in the operator of the marketplace closing or suspending your account and preventing any future use of or access to that marketplace. InverseSoft Pvt. Ltd. does not accept any responsibility or liability for prices at which products are sold by Client on a marketplace whether or not such prices have been set using the Service. For the avoidance of doubt, any statement, suggestion, intonation, advice or counsel provided by InverseSoft Pvt. Ltd. to Client in relation to pricing is offered solely as a guide and the ultimate pricing decision rests solely with Client.
InverseSoft Pvt. Ltd. shall not be liable for any fluctuations in exchange rates or currency conversions or for the accuracy, completeness or reliability of any information supplied to it by third parties.
InverseSoft Pvt. Ltd. shall use commercially reasonable endeavours to make the Service available twenty four (24) hours a day, seven (7) days a week, except for: (a) planned maintenance; or (b) unscheduled maintenance. InverseSoft Pvt. Ltd. does not accept any liability for any unavailability of the Service due to events outside of its control, including without limitation, network failures.
Force Majeure
Neither party shall be liable to the other by reason of any failure in performance of this Agreement if the failure arises from an event outside of its reasonable control (“Force Majeure”). A Force Majeure Event includes any act, event, non-happening, omission or accident beyond our reasonable control and includes in particular (without limitation) the following: (a) strikes, lock-outs or other industrial action; (b) civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation for war; (c) fire, explosion, storm, flood, earthquake, subsidence, epidemic or other natural disaster; (d) impossibility of the use of railways, shipping, aircraft, motor transport or other means of public or private transport; (e) impossibility of the use of public or private telecommunications networks; and (f) the acts, decrees, legislation, regulations or restrictions of any government.
Fair Usage Policy
In relation to SKUs, AmazeRepricer provide a standard limit of 600 repricing events per minute per account. This means if you have multiple Amazon or other marketplace channels associated with your account, these 600 repricing events will be shared across the channels. For most Clients, this limit will be sufficient to provide rapid repricing of products. Once this limit is exceeded, repricing events are queued and prices may not be changed instantly.
Should Client exceed the number of repricing events allowed per minute, Client will be informed via an in-Product message that your service is running slower than may be expected due to high volumes. AmazeRepricer. provides and Client may, subject to the payment of the relevant Fees, avail of AmazeRepricer Product where the limit of pricing events per minute can be increased. Fees applicable to this additional Service are contained within the payment section of the Service.
Confidentiality
InverseSoft Pvt. Ltd. reserves the right to inform its employees, temporary workers or subcontractors of any Confidential Information relating to Client or Client’s business if such communication is necessary or desirable for InverseSoft Pvt. Ltd’s performance of its obligations arising from this Agreement, it being understood that InverseSoft Pvt. Ltd. will bring the confidential nature of this aforementioned information to such persons.
General
Client may not transfer or assign any or all of Client’s rights or obligations under this agreement.
If AmazeRepricer fails, at any time during the term of this Agreement, to insist on strict performance of any of Client’s obligations under this Agreement, or if AmazeRepricer fails to exercise any of the rights or remedies to which it is entitled under this Agreement, this shall not constitute a waiver of such rights or remedies and shall not relieve Client from compliance with such obligations. #A waiver by InverseSoft Pvt. Ltd. of any default shall not constitute a waiver of any subsequent default. No waiver by InverseSoft Pvt. Ltd. of any provision of this Agreement shall be effective unless it is expressly stated to be a waiver and is communicated to you in writing.
If any of the terms of this Agreement are determined by any competent authority to be invalid, unlawful or unenforceable to any extent, such term, condition or provision will to that extent be severed from the remaining terms, conditions and provisions which will continue to be valid to the fullest extent permitted by law.
This Agreement and any document expressly referred to in it represents the entire agreement between us in relation to the licensing of the Service and supersedes any prior agreement, understanding or arrangement between us, whether oral or in writing.
We each acknowledge that, in entering into this Agreement, neither of us has relied on any representation, undertaking or promise given by the other or implied from anything said or written in negotiations between us before entering into this Agreement except as expressly stated in this Agreement.
Neither party shall have any remedy in respect of any untrue statement made by the other, whether orally or in writing, prior to the date we entered into this Agreement (unless such untrue statement was made fraudulently) and the other party’s only remedy shall be for breach of contract as provided in this Agreement.
This Agreement, its subject matter or its formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of India. Any dispute arising from, or related to, any element of this Agreement shall be subject to the exclusive jurisdiction of the courts of India, Pune. You agree that any legal proceedings brought by you against InverseSoft Pvt. Ltd. arising out of or in connection with this Agreement may only be brought by you in the courts of Pune India.
