BY CLICKING THE “ACCEPT”BUTTON OR USING VIOLET.IO, INC.’S (“VIOLET.IO”) SOFTWARE AS A SERVICE OFFERING, THE INDIVIDUAL OR ENTITY LICENSING THE PRODUCT(S) (“SUBSCRIBER”) (1) REPRESENTS THAT SUBSCRIBER HAS READ, UNDERSTOOD AND AGREED TO BE BOUND BY THE TERMS OF THIS AGREEMENT, (2)IS OF LEGAL AGE TO FORM A BINDING AGREEMENT WITH VIOLET.IO, AND (3) HAS THE AUTHORITY TO ENTER INTO THESE TERMS AND CONDITIONS (THE “AGREEMENT”)PERSONALLY OR ON BEHALF OF THE ENTITY NAMED AS THE USER, AND TO BIND THAT ENTITY TO THIS AGREEMENT. IF SUBSCRIBER DOES NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, SUBSCRIBER MAY NOT OR USE THE SERVICE.
PLEASE NOTE THAT The Agreement IS subject to change by VIOLET.IO in its sole discretion at any time. When changes are made, Violet.io will make a new copy of the Agreement available through the affected Violet.io Service. Violet.io will also update the “Last Updated” date at the top of the Agreement. Violet.io may also require Subscriber to provide consent to the updated Agreement in a specified manner before further use of the Violet.io Service is permitted.
1. Definitions. As used in thisAgreement:
1.1 “Confidential Information” means allinformation regarding a party’s business, including, without limitation,technical, marketing, financial, employee, planning, and other confidential orproprietary information, disclosed under this Agreement, that is clearlyidentified as confidential or proprietary at the time of disclosure or that thereceiving party knew or should have known, under the circumstances, wasconsidered confidential or proprietary. Connected Third Party Service Data is theConfidential Information of Subscriber. Confidential Information of Violet.io includesinformation derived from or concerning the Violet.io Service, the Violet.io Platform, the Documentation and the of this Agreement.
1.2 “ConnectedThird Party Service” means any third-party e-commerce platform or system, online retailer, website or other third-party platform connected to, or integrated with, the Violet.io Service by or on behalf of Subscriber.
1.3 “Connected Third Party Service Data”means any data collected from, or provided by, any Connected Third PartyService.
1.4 “Documentation” means any user manuals, handbooks, and online materials provided by Violet.io to Subscriber that describe the features, functionality, or operation of the Violet.io Platform.
1.5 “IntegrationTools” means any coding, programming or design techniques, architecture, methodology, APIs, functions, software code, applications, scripts, templates, knowledge, experience, and know how developed by Violet.io related to the integration, implementation, connection and/or onboarding of anyConnected Third Party Service. For clarity, Integration Tools do not include ConnectedThird Party Services or any confidential information of Subscriber.
1.6 “OrderForm” means any order form, whether written or electronic, including any ordering page on the Violet.io Service, for Violet.io Service executed by both parties that references thisAgreement,.
1.7 “Users” means Subscriber’s employees, representatives, consultants, contractors, or agents authorized by Subscriber to access the Violet.io Service for which applicable fees have been paid.
1.8 “Violet.io Platform” means the Violet.io Website and technology, including hardware and software, used by Violet.io to deliver the Violet.io Service to Subscriber.
1.9 “Violet.io Service” means Violet.io’s software-as-a-service platform that enables subscribers to establish new programs, products, and distribution channels via the integration of third party e-commerce platforms, online stores, other online channels and/or Connected Third Party Services.
1.10 “Violet.io Website” means Violet.io’s website available at https://violet.io.
2. Violet.io Service.
2.1 Subscription to the Violet.io Service. Subject to the and conditions of this Agreement, Violet.io hereby grants to Subscriber a non-sub licensable, non-transferable (except as provided in Section 12), non-exclusive subscription to access and use the Violet.io Platform solely for Subscriber’s internal business purposes.
2.2 Support. Subject to the terms of this Agreement, Violet.io shall use commercially reasonable efforts to (a) maintain the security of the Violet.io Service; and (b)provide the support in accordance with Violet.io’s then-current support policies.
3. Onboarding and Connected ThirdParty Services. Subscriber acknowledges and agrees that in order to properly onboard to the Violet.io Service in order to make full use of features and functions of the Violet.io Service, Subscriber will need to integrate or connect to Connected Third PartyServices with the Violet.io Service. TheViolet.io Platform has certain prebuilt integrations readily available. In the event any integrations are required to be developed, Violet.io may create such integrations in accordance with any mutually agreed upon statement of work.
4. Subscriber’s Use of the Violet.io Service.
4.1 Access andSecurity Guidelines. Each User will be provided access to and use of the Violet.io Service through confidential account credentials. Subscriber will be responsible for all uses of its account, except to the extent caused by Violet.io’s negligence. Subscriber will promptly notify Violet.io of any unauthorized use or access to its account.
4.2 Restrictions. Subscriber will not, and will not permit anyUser or other party to: (a) reverse engineer, disassemble or decompile any component of the Violet.io Platform; (b) interfere in any manner with the operation of the Violet.io Service, or the Violet.io Platform or the hardware and network used to operate the Violet.io Service; (c) sublicense any of Subscriber’s rights under this Agreement, or otherwise use the Violet.io Service for the benefit of a third party or to operate a service bureau; (d)modify, copy or make derivative works based on any part of the Violet.io Platform; or (e) otherwise use the Violet.io Service in any manner that exceeds the scope of use permitted under Section 2.1.
5. Fees, Payment and Suspension of Services. Subscriber will pay Violet.io the fees for the Violet.io Service set forth in the applicable Order Form (“Fees”). All Fees owed by Subscriber in connection with this Agreement are exclusive of, and Subscriber shall pay, all sales, use, excise and other taxes and applicable export and import fees, customs duties and similar charges that may be levied upon Subscriber in connection with this Agreement, except for employment taxes and taxes based on Violet.io’s income. Violet.io reserves the right (in addition to any other rights or remedies Violet.io may have) to discontinue the Violet.io Service and suspend Subscriber’s access to the Violet.io Service if any Fees are more than thirty (30) days overdue until such amounts are paid in full. Subscriber shall maintain complete, accurate and up-to-date Subscriber billing and contact information.
6. Confidential Information. The receiving party agrees that it will not use or disclose to any third party anyConfidential Information of the disclosing party, except as expressly permitted under this Agreement. The receiving party will limit access to the Confidential Information to those who have a need to know such information to use or provide the Violet.io Service. The receiving party will protect the disclosing party’s Confidential Information from unauthorized use, access, or disclosure in a reasonable manner. Upon termination of this Agreement, the receiving party will return to the disclosing party or destroy all copies of theConfidential Information. The restrictions on use and disclosure of Confidential Information set forth above will not apply to any Confidential Information which (a) is or becomes a part of the public domain through no act or omission of the receiving party, (b) was in the receiving party’s lawful possession prior to the disclosure, as shown by the receiving party’s competent written records, or (c) is independently developed by the receiving party. The receiving party may disclose Confidential Information to the extent that such disclosure is required by law or by the order of a court or similar judicial or administrative body.
7.1 Violet.io Platform and Technology. Subscriber acknowledges that Violet.io retains all right, title and interest in and to the Violet.io Platform, Integration Tools and all software and all Violet.io proprietary information and technology used by Violet.io or provided to Subscriber in connection with the Violet.io Service (the “Violet.io Technology”), and that the Violet.io Technology is protected by intellectual property rights owned by or licensed to Violet.io. Other than as expressly set forth in thisAgreement, no license or other rights in the Violet.io Technology are granted to the Subscriber. Subscriber hereby grants Violet.io a royalty-free, worldwide, transferable, sub-licensable, irrevocable, perpetual license to use or incorporate into the Violet.io Service any suggestions, enhancement requests, recommendations or other feedback provided by Subscriber, including Users, relating to the Violet.io Service. Violet.io shall not identify Subscriber as the source of any such feedback.
7.2 ConnectedThird Party Service Data. Subscriber retains all right, title and interest in and to the Connected Third Party Service Data. Subscriber hereby grants to Violet.io anon-exclusive, worldwide, royalty-free and fully paid-up license to: (a) access and use Connected Third Party Service Data to provide the Violet.io Services toSubscriber; and (b) use Connected Third Party Service Data on an aggregated and anonymized basis to improve the Violet.io Services; provided, that, the license grant in subpart (b) shall be perpetual and irrevocable. Subscriber represents and warrants that it has all necessary rights to grant Violet.io the foregoing licenses.
7.3 DataSecurity. Violet.io will maintain throughout the Term (as defined below),industry standard administrative, physical and technical measures designed to protect Connected Third Party Service Data against loss and unauthorized access, disclosure and use. In the eventViolet.io becomes aware of any loss or unauthorized access, disclosure or use of any Connected Third Party Service Data (“Security Breach”), Violet.io will (i) promptly notify Subscriber in writing of such Security Breach, and(ii) take reasonable steps to identify the cause of such Security Breach, minimize the harm associated therewith and prevent reoccurrence thereof. Any notification of any Security Breach will describe, to the extent known, details of the Security Breach, including steps taken to mitigate the potential risks.
8. Term and Termination.
8.1 Term. The term of thisAgreement will commence on the date Subscriber accepts them in accordance with the preamble and continue until terminated in accordance with the terms of thisAgreement (the “Term”). Violet.io reserves the right to increase the Fees upon written notice to Subscriber, provided, that, any such increase may only be made once per calendar year. Such notice must be provided sixty (60) days prior to the increased Fees taking effect.
8.2 Termination. Either party may terminate this Agreement upon written notice to the other party. Upon the expiration or termination of this Agreement for any reason, (a)any amounts owed to Violet.io under this Agreement will become immediately due and payable; and (b) each party will return to the other all property (including any Confidential Information) of the other party. Violet.io agrees that upon expiration or termination of this Agreement, Violet.io will remove all Connected Third Party Service Data from the Violet.io Platform and all Subscriber access to the Violet.io Service will cease. Sections 1, 5, 6, 7, 8.2, 9.2, 9.3, 9.4, 10-12 will survive the termination of this Agreement.
9. Warranty; Disclaimer.
9.1 LimitedWarranty. During theTerm, Violet.io warrants that the Violet.io Service, when used as permitted by Violet.io and in accordance with the Documentation, will operate as described in theDocumentation in all material respects. IfSubscriber notifies Violet.io of any breach of the foregoing warranty, Violet.io shall, as Subscriber’s sole and exclusive remedy, provide the support services in accordance withSection 2.2.
9.2 Disclaimer. Exceptas expressly provided in Section 9.1, and to the maximum extent permitted byapplicable law: (a) the Violet.io Service, Violet.ioPlatform and documentation are provided “as is”and “as available” and (b) Violet.io and its suppliers make no other warranties, express or implied, by operation of law or otherwise, including, without limitation, any implied warranties of merchantability or fitness for a particular purpose.
9.3 Connected Third Party Services. Subscriber acknowledges that Violet.io has no control over, or other ability or obligation with respect to the maintenance, upkeep, status or support of any Connected Third Party Services or other component thereof, including the accuracy, timeliness, reliability, or completeness of any ConnectedThird Party Service Data. Subscriber further acknowledges that, as a result, Violet.io will not be for any liabilities arising from or related to any notifications, results, records or other outputs created or provided by the Violet.io Service (collectively, “Outputs”) that are based on the Connected Third Party Service Data and any business metrics, rules and other inputs provided by Subscriber. Accordingly, Violet.io makes no representations or warranties with respect to the accuracy, timeliness, reliability or completeness of any Outputs. Violet.io will have no liability with respect to any Outputs, any acts, omissions, reliance, delays, errors or other liabilities arising from or related to any Outputs, or any downtime, unavailability, inaccuracies or failures of any Connected Third Party Services. Subscriber represents and warrants that it has all necessary rights and authority to disclose any account credentials and passwords provided by Subscriber to Violet.io related to any Connected ThirdParty Services, and that Violet.io’s access to and use of any Connected ThirdParty Services will not require Violet.io to pay any amounts to any third party.
10.1 By Violet.io. If any action is instituted by a third party against Subscriber based upon a claim that the Violet.io Service or Violet.io Platform, as delivered, infringes any third party’s intellectual property rights, Violet.io shall defend such action at its own expense on behalf of Subscriber and shall pay all damages attributable to such claim which are finally awarded against Subscriber or paid in settlement. If the Violet.io Service or Violet.io Platform is enjoined or, in Violet.io’s determination is likely to be enjoined, Violet.io shall, at its option and expense (a) procure for Subscriber the right to continue using the Violet.io Service, (b)replace or modify the Violet.io Platform or Violet.io Service so that it is no longer infringing but continues to provide comparable functionality, or (c) terminate this Agreement and Subscriber’s access to the Violet.io Service and refund any amounts previously paid for the Violet.io Service attributable to the remainder of the then-current term. ThisSection will not apply if the alleged claim arises, in whole or in part, from(i) a combination, operation or use of the Violet.io Service or Violet.io Platform with any other software, hardware or technology not provided or authorized by Violet, or (ii) any content, data, applications, or services provided by, or on behalf of, Subscriber. This Section sets forth the entire obligation of Violet.io and the exclusive remedy of Subscriber against Violet.io for any claim that the Violet.io Service infringes a third party’s intellectual property rights.
10.2 By Subscriber. If any action is instituted by a third party against Violet.io relating to (a) any claims or disputes between Subscriber and any provider of any Connected Third PartyService, (b) any disputes between Subscriber, any Connected Third PartyService, merchant or consumer arising from Subscriber’s use of the Violet.io Services, including any payment disputes, disputes related to order accuracy and/or fulfillment and claims of payment fraud or insufficient funds, (c)Subscriber’s breach or alleged breach of Section 2.1 or 9.4, or (d)Subscriber’s use of the Violet.io Services in violation of any applicable laws, rules or regulations, Subscriber will defend such action at its own expense on behalf of Violet.io and shall pay all damages attributable to such claim which are finally awarded against Violet.io or paid in settlement of such claim. This subsection states the sole and exclusive remedy of Violet.io and the entire liability of Subscriber for the claims and actions described herein.
10.3 Procedure. Any party that is seeking to be indemnified under the provision of this Section 10 must(a) promptly notify the other party (the “Indemnifying Party”) of any third-party claim, suit, or action for which it is seeking an indemnity hereunder (a “Claim”), and (b) give the Indemnifying Party the sole control over the defense of such Claim.
11. Limitation of Liability. To the extent permitted by law, in no event shall Violet.io or Subscriber be liable for special, incidental, consequential or punitive damages or lost profits in any way relating to this Agreement. In no event shall Violet.io’ or Subscriber’s aggregate, cumulative liability in any way relating to this Agreement, including its indemnification obligations herein, exceed the amount of fees actually received by Violet.io from Subscriber pursuant to the applicable Order Form or Statement of Work during the twelve(12) months preceding the claim. The foregoing limitations shall not apply to payment and indemnity obligations. the parties would not have entered into this agreement but for such limitations.
Violet.io may use Subscriber’s name and logo on Violet.io’ website and identify Subscriber as a Subscriber of Violet.io. Subscriber may not assign any rights or obligations arising under this Agreement, without the prior written consent of Violet.io. Violet.io may assign this Agreement without consent of Subscriber in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. Any attempted assignment or transfer in violation of the foregoing will be null and void. Subscriber agrees that Violet.io may subcontract certain aspects of the Violet.io Service to qualified third parties, provided that any such subcontracting arrangement will not relieve Violet.io of any of its obligations hereunder. This Agreement will be governed by and construed in accordance with the laws of the State of Washington, without regard to its conflicts of laws principles. Any notice under thisAgreement must be given in writing to the other party at the address set forth above. Notices will be deemed to have been given upon receipt (or when delivery is refused) and may be (a) delivered personally, or (b) sent by recognized courier service. This Agreement (as modified by the parties from time to time) is the entire understanding and agreement of the parties, and supersedes any and all previous and contemporaneous understandings. In the event that any provision of thisAgreement is held to be invalid or unenforceable, the valid or enforceable portion thereof and the remaining provisions of this Agreement will remain in full force and effect. Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion. All waivers must be in writing. The parties to this Agreement are independent contractors, and no agency, partnership, franchise, joint venture or employee-employer relationship is intended or created by this Agreement.
The undersigned representative of each Party hereby represents and warrants that they are duly authorized to legally bind suchParty to the terms of this Agreement.