Master Subscription Agreement

1. DEFINITIONS

“Acceptable Use Policy” means Skubiq’s Acceptable Use Policy, located at www.skubiq.com/legal.

“Affiliate” means an entity that is directly or indirectly controlling, controlled by, or under common control with the respective other legal entity.

“Content” means the audio and visual information, documents, software, products, services, inbound Content, Customer Content and informational content contained or made available to you in the course of using the Service.

“Contractor” means subcontractors, suppliers, resellers and advisors.

“Customer” means an individual user who is authorized by the Customer or the Customer themselves, who uses the platform and to whom Customer supplied a user identification and password.

“Customer Content” means any material that is (i) entered into the SKUBIQ Account by Customer, an Agency or an employee on behalf of or under the direction of Customer or (ii) published through the SKUBIQ account to other third-party services.

“Customer Data” means any data, information or material provided or submitted by you to the Platform in the course of using the Service.

“Data Processing Addendum” means Skubiq’s Data Processing Addendum, located at www.skubiq.com/legal/.

“Effective Date” means the earlier of either the date this Agreement is accepted by selecting the “I Accept” option presented on the screen after this Agreement is displayed or the date you begin using the Service.

“Force Majeure” means a circumstance beyond a party’s reasonable control, including but not limited to acts of God, fire, labour difficulties, terrorism, failure of third-party networks or the public internet, power outages, or governmental demands or restrictions.

“Inbound Content” means any information published on any third-party services not created by a Customer. Such Information includes, but is not limited to, in whatever form and/or nature, text, data, graphics, photos, audio, video, electronic messages, trademarks and other identifiers.

“Initial Term” means the initial period during which you are obligated to pay for the Service equal to the billing frequency selected by you during the subscription process (e.g., if the billing frequency is quarterly, the Initial Term is the first quarter).

“Master User(s)” means those Users designated by you who are authorized to purchase licenses online using the Subscription details Section or by executing written Order Forms and to create User accounts and otherwise administer your use of the Service.

“License Term(s)” means the period(s) during which a specified number of Users are licensed to use the Service pursuant to the Order Form(s).

“Order Form” means the form evidencing the initial subscription for the Service and any subsequent order forms submitted online or in written form, specifying, among other things, the number of licenses and other services contracted for, the applicable fees, the billing period, and other charges as agreed to between the parties, each such Order Form to be incorporated into and to become a part of this Agreement (in the event of any conflict between the terms of this Agreement and the terms of any such Order Form, the terms of this Agreement shall prevail).

“Platform” means Inventrax’s proprietary customer experience software services, herein SKUBIQ, accessed by Customers via the internet, as specified in an applicable Order Form. The platform includes Updates made during the Term.

“Service” means the specific subscription plan of Skubiq.com’s online customer relationship management, billing, data analysis, or other corporate ERP services identified during the ordering process, developed, operated, and maintained by Skubiq.com, accessible via https://www.skubiq.com or another designated website or IP address, or ancillary online or offline products or services provided to you by Skubiq.com, to which you are being granted access under this Agreement, including the Skubiq.com technology and the Content.

“SKUBIQ Account” means the Customer’s password-restricted account to access and use the Platform.

“SKUBIQ Services” means the SKUBIQ Platform and Professional Services.

“SLA” means Skubiq’s Service Level Agreement, located at www.skubiq.com/legal.

“SOW” (Statement of Work) means a written order executed by the parties which identify the Professional Services ordered by the Customer, including the description, and associated fees.

“Subscription Period” means the period of time that the Subscription is valid, determined by the number of months/years selected by the Customer when purchasing the Subscription.

“Updates” means modifications, updates and changes made by Inventrax to the SKUBIQ Platform which Inventrax makes generally available to its customers at no additional fee. Updates exclude new features, functions and capabilities which are offered for an additional fee and must be specified in an Order Form or SOW.

2. SKUBIQ Subscription Plans

As a part of the Service, Skubiq.com will provide you with the use of the Service, including a browser interface and data encryption, transmission, access, and storage. Your registration for, or use of, the Service shall be deemed to be your agreement to abide by this Agreement including any materials available on the Skubiq.com website incorporated by reference herein, including but not limited to Skubiq.com’s privacy and security policies.
The Service is offered in several subscription plans:

• Silver Plan
• Gold Plan
• Platinum Plan

In addition, Inventrax offers a 14-day free trial of SKUBIQ’s Silver Plan with no further obligation. Please visit Skubiq.com website for feature differences between various subscription plans. The Customer is hereby informed and agrees that the minimum term of the subscription plans on Skubiq.com is for 3-months.

3. Free Trial

If you register for a free trial, Inventrax will make the “Silver Plan” available to you on a trial basis free of charge until the earlier of (a) the end of the free trial period of fourteen (14) days for which you registered to use the applicable service(s) (the “Trial Period”), or (b) the start date of any Purchased Service Subscription pack ordered by you for such Service(s), or (c) termination by Inventrax’s sole discretion.

Trial subscriptions are permitted solely for your use to determine whether to purchase a paid subscription to the Services. Additional trial terms and conditions may appear on the trial registration web page. Any such additional terms and conditions are incorporated into this Agreement by reference and are legally binding.

ANY DATA YOU ENTER INTO A SERVICE, DURING YOUR FREE TRIAL WILL BE PERMANENTLY LOST UNLESS YOU PURCHASE A SUBSCRIPTION TO THE SAME SERVICE AS COVERED BY THE TRIAL, PURCHASE THE APPLICABLE SUBSCRIPTION PLAN, OR EXPORT SUCH SERVICE DATA, BEFORE THE END OF THE TRIAL PERIOD.

NOTWITHSTANDING SECTION 15 (REPRESENTATIONS, WARRANTIES, EXCLUSIVE REMEDIES AND DISCLAIMERS), DURING THE FREE TRIAL THE SERVICES ARE PROVIDED “AS IS” WITHOUT ANY WARRANTY. WITHOUT LIMITING THE FOREGOING, INVENTRAX AND ITS AFFILIATES AND ITS LICENSORS DO NOT REPRESENT OR WARRANT TO THE CUSTOMER THAT: (A) THE CUSTOMER’S USE OF THE SERVICES DURING THE FREE TRIAL PERIOD WILL MEET THE CUSTOMER’S REQUIREMENTS, (B) THE CUSTOMER’S USE OF THE SERVICES DURING THE FREE TRIAL PERIOD WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERROR, AND (C) USAGE DATA PROVIDED DURING THE FREE TRIAL PERIOD WILL BE ACCURATE. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THE “LIMITATION OF LIABILITY” SECTION BELOW, THE CUSTOMER SHALL BE FULLY LIABLE UNDER THIS AGREEMENT TO INVENTRAX AND ITS AFFILIATES FOR ANY DAMAGES ARISING OUT OF THE CUSTOMER’S USE OF THE SERVICES DURING THE FREE TRIAL PERIOD, ANY BREACH BY CUSTOMER OF THIS AGREEMENT AND ANY OF CUSTOMER’S INDEMNIFICATION OBLIGATIONS HEREUNDER.

4. Privacy & Security; Disclosure

Skubiq.com’s privacy and security policies may be viewed at https://www.skubiq.com/privacypolicy/. Skubiq.com reserves the right to modify its privacy and security policies at its reasonable discretion from time to time. Note that because the Service is a hosted, online application, Skubiq.com occasionally may need to notify, all users of the Service, of important announcements regarding the operation of the Service, if you become a paying customer of the Service, you agree that Skubiq.com can disclose the fact that you are a paying customer and the subscription plan that you are using.

5. Confidentiality

• Definition

“Confidential Information” means all information disclosed by a party (“Disclosing Party”) to the other party (“Receiving Party”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information of the Customers includes Customer Data; Confidential Information of Inventrax includes the Services and Content, the terms and conditions of this Agreement and all Order Forms (including pricing). Confidential Information of each party includes business and marketing plans, technology and technical information, product plans and designs, and business processes disclosed by such party. However, Confidential Information does not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, (iii) is received from a third party without the knowledge of any breach of any obligation owed to the Disclosing Party, or (iv) was independently developed by the Receiving Party. For the avoidance of doubt, the non-disclosure obligations set forth in this “Confidentiality” section apply to Confidential Information exchanged between the parties in connection with the evaluation of additional Inventrax services.

• Protection of Confidential Information

As between the parties, each party retains all ownership rights in and to its Confidential Information. The Receiving Party will use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but not less than reasonable care) to (i) not use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement and (ii) except as otherwise authorized by the Disclosing Party in writing, limit access to Confidential Information of the Disclosing Party to those of its and its Affiliates’ employees and contractors who need that access for purposes consistent with this Agreement and who have signed confidentiality agreements with the Receiving Party containing protections not materially less protective of the Confidential Information than those herein. Neither party will disclose the terms of this Agreement or any Order Form to any third party other than its Affiliates, legal counsel and accountants without the other party’s prior written consent, provided that a party that makes any such disclosure to its Affiliate, legal counsel or accountants will remain responsible for such Affiliate’s, legal counsel’s or accountant’s compliance with this “Confidentiality” section.

• Compelled Disclosure

The Receiving Party may disclose Confidential Information of the Disclosing Party to the extent compelled by law to do so, provided the Receiving Party gives the Disclosing Party prior notice of the compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party’s cost, if the Disclosing Party wishes to contest the disclosure. If the Receiving Party is compelled by law to disclose the Disclosing Party’s Confidential Information as part of a civil proceeding to which the Disclosing Party is a party, and the Disclosing Party is not contesting the disclosure, the Disclosing Party will reimburse the Receiving Party for its reasonable cost of compiling and providing secure access to that Confidential Information.

6. License Grant & Restrictions

Skubiq.com hereby grants you a non-exclusive, non-transferable, worldwide right to use the Service, solely for your own internal business purposes, subject to the terms and conditions of this Agreement. All rights not expressly granted to you are reserved by skubiq.com and its licensors.
You shall not:

• license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the Service or the Content in any way.
• modify or make derivative works based upon the Service or the Content.
• create Internet “links” to the Service or “frame” or “mirror” any Content on any other server or wireless or Internet-based device; or
• reverse engineer or access the Service to
  1. build a competitive product or service,
  2. build a product using similar ideas, features, functions, or graphics of the Service, or
  3. copy any ideas, features, functions, or graphics of the Service.

User licenses cannot be shared or used by more than one individual User but may be reassigned from time to time to new Users who are replacing former Users who have terminated employment or otherwise changed job status or function and no longer use the Service.

You may use the Service only for your internal business purposes and shall not:

• send spam or otherwise duplicative or unsolicited messages in violation of applicable laws.
• send or store infringing, obscene, threatening, libellous, or otherwise unlawful or tortious material, including material harmful to children or violative of third-party privacy rights.
• send or store material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents, or programs.
• interfere with or disrupt the integrity or performance of the Service or the data contained therein, or
• attempt to gain unauthorized access to the Service or its related systems or networks.

7. Customer’s Responsibilities

You are responsible for all activity occurring under your User accounts and shall abide by all applicable local, state, national and foreign laws, treaties, and regulations in connection with your use of the Service, including those related to data privacy, internal communications, and the transmission of technical or personal data.

You shall:

• Notify Skubiq.com immediately of any unauthorized use of any password or account or any other known or suspected breach of security.
• Report to skubiq.com immediately and use reasonable efforts to stop immediately any copying or distribution of Content that is known or suspected by you or your Users; and
• Not impersonate another Skubiq.com user or provide false identity information to gain access to or use the Service.

8. Account Information and Data

Skubiq.com does not own any data, information, or material that you submit to the Service in the course of using the Service (“Customer Data”). You, not Skubiq.com, shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use of all Customer Data and Skubiq.com shall not be responsible or liable for the deletion, correction, destruction, damage, loss, or failure to store any Customer Data. In the event, that this Agreement is terminated (other than by reason of your breach), Skubiq.com will make available to you a file of the Customer Data within 30 days of termination if you so request at the time of termination. Skubiq.com reserves the right to withhold, remove and/or discard Customer Data without notice for any breach, including, without limitation, your non-payment. Upon termination for cause, your right to access or use Customer Data immediately ceases, and Skubiq.com shall have no obligation to maintain or forward any Customer Data.

9. Intellectual Property Ownership

Skubiq.com alone (and its licensors, where applicable) shall own all rights, titles, and interests, including all related Intellectual Property Rights, in and to the Skubiq.com Technology, the Content and the Service and any suggestions, idea enhancement requests, feedback, recommendations or other information provided by you or any other party relating to the Service. This Agreement is not a sale and does not convey to you any rights of ownership in or related to the Service, the Skubiq.com Technology or the Intellectual Property Rights owned by Skubiq.com. The Skubiq.com name, the Skubiq.com logo, and the product names associated with the Service are trademarks of Skubiq.com or third parties, and no right or license is granted to use them. More information on Skubiq.com’s Intellectual Property policies may be viewed at https://www.skubiq.com/termsandconditions/.

10. Charges and Payment of Fees

You shall pay all fees or charges to your account in accordance with the fees, charges, and billing terms in effect at the time a fee or charge is due and payable. The initial charges will be equal to the subscription plan opted for and/or the current number of total Users licenses requested times the User license fee applicable based on the opted subscription plan. Payments must be made in advance unless otherwise mutually agreed upon in an Order Form or through the Subscription details section on the SKUBIQ website. You are responsible for paying all User licenses ordered for the entire License Term, whether such User licenses are actively used. You must provide Skubiq.com with valid credit card or approved purchase order information as a condition of signing up for the Service. An authorized Master User may add licenses by executing an additional written Order Form or using the Subscription details section.

Added licenses will be subject to the following:

• added licenses will be coterminous with the pre-existing License Term (either Initial Term or renewal term).
• the license fee for the added licenses will be the then current, generally applicable license fee; and
• licenses added in the middle of a billing month will be charged in full for that billing month.

Skubiq.com reserves the right to modify its fees and charges and to introduce new charges at any time, upon at least 30 days prior notice to you, which notice may be provided by e-mail. All pricing terms are confidential, and you agree not to disclose them to any third party.

More information on any transaction-related issues can be viewed at https://www.skubiq.com/transactionpolicy/

11. Billing and Renewal

Skubiq.com charges and collects in advance for use of the Service. Skubiq.com will automatically renew (if opted by you) and bill your credit card or issue an invoice to you on the subsequent completion of the License Term or as otherwise mutually agreed upon. The Renewal charge will be equal to the then-current number of total User licenses times the license fee in effect during the period term unless Skubiq.com has given you at least 30 days prior written notice of a fee increase, which shall be effective upon renewal and thereafter.

You agree to provide Skubiq.com with complete and accurate billing and contact information. This information includes your legal company name, street address, e-mail address, and name and telephone number of an authorized billing contact. You agree to update this information within 30 days of any change to it. If the contact information you have provided is false or fraudulent, Skubiq.com reserves the right to terminate your access to the Service in addition to any other legal remedies.

Unless Skubiq.com at its discretion determines otherwise:

• If the Warehouse operations of entities are in India, then they will be billed in Indian Rupees and subject to Indian payment terms and pricing schemes (“Indian Customers”);
• Entities with Warehouse operations in countries outside of India will be billed in U.S. dollars and subject to U.S. pricing schemes.

If you believe your bill is incorrect, you must contact us in writing within 7 days of the invoice date of the invoice containing the amount in question to be eligible to receive an adjustment or credit.

Additional information on the taxes and fees can be viewed under the Account balances and fees section of the SKUBIQ Terms and Conditions page at https://www.skubiq.com/termsandconditions/.

12. Non-Payment and Suspension

In addition to any other rights granted to Skubiq.com herein, Skubiq.com reserves the right to suspend or terminate this Agreement and your access to the Service if your account becomes delinquent (falls into arrears).  Delinquent invoices (accounts in arrears) are subject to interest of 3.0% per month on any outstanding balance, or the maximum permitted by law, whichever is less, plus all expenses of collection. You will continue to be charged for User licenses during any period of suspension. If you or Skubiq.com initiates termination of this Agreement, you will be obligated to pay the balance due on your account computed in accordance with the Charges and Payment of Fees section above. You agree that Skubiq.com may charge such unpaid fees to your credit card or otherwise bill you for such unpaid fees.

Skubiq.com reserves the right to impose a reconnection fee in the event you are suspended and thereafter request access to the Service. You agree and acknowledge that Skubiq.com has no obligation to retain Customer Data and that such Customer Data may be irretrievably deleted if your account is 30 days or more delinquent.

More information on the Termination/Expiration of licences can be viewed under the Termination and Closing Your Account section of the SKUBIQ Terms and Conditions page at https://www.skubiq.com/termsandconditions/.

13. Term and Termination

For all the subscription plans, the Initial Term will be as you elect during the online subscription process or as otherwise mutually agreed upon in an Order Form, commencing on the date you pay for the Service by completing the online subscription process, or on the start date of the Order Form.

Upon the expiration of the Initial Term, this Agreement will automatically renew for successive renewal terms equal in duration to the Initial Term at Skubiq.com’s then-current fees, unless either party refuses such renewal by written notice at least five (5) business days prior to the date of the invoice for the following term.

Either Party may terminate this Agreement for cause (i) upon 30 days’ written notice to the other party of a material breach if such breach remains uncured at the expiration of such period, or (ii) if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors.

In the case of free trials, notifications provided through the Service indicating the remaining number of days in the free trial shall constitute notice of termination. In the event, this Agreement is terminated (other than by reason of your breach), Skubiq.com will make available to you a file of the Customer Data within 30 days of termination if you so request at the time of termination. You agree and acknowledge that Skubiq.com has no obligation to retain the Customer Data, and may delete such Customer Data, more than 30 days after termination.

14. Refunds and Cancellation

SKUBIQ offers all SaaS subscriptions to Customers under a 30-day no-obligation cancellation policy. The no-obligation cancellation begins immediately upon account activation. The 30-day no-obligation cancellation period only applies to new customers and does not apply to existing customers that have a subscription plan. SKUBIQ will also not honour a free trial period for customers who were once paying subscribers, cancelled, and then decided to re-instate their subscription to SKUBIQ.

At any time during the 30-day no-obligation cancellation period, a customer can cancel their account and will be refunded the balance amount from their subscription on a pro-rata basis.

In order to continue using the SKUBIQ SaaS after the 30-day no-obligation cancellation period, you will automatically be put to continue to your selected payment plan which you selected initially at the time of buying from a range of selections of monthly or receiving a discount by paying for half yearly or full year of service.

The Customer is hereby informed and agrees that the minimum term of the subscription plans on Skubiq.com is 3-months. However, for customers opting to remain subscribed to any plan, after the 30-day no-obligation cancellation period is over, customers cannot cancel their subscription plans and will be locked in for a minimum of a 3-months subscription. If a customer has subscribed for a longer period of subscription plan of more the 3-months and wishes to cancel their subscription after the 30-day no-obligation cancellation period, they shall also be locked into a 3-month subscription period of the plan they initially opted for and the balance subscription charges shall be refunded or a credit note will be issued to them on a prorated basis for the remainder of the term.

If the Customer does not wish to renew their plan, they can do so by simply writing a cancellation request to support@skubiq.com,  at least 5 business days prior to the end of your then-current subscription period. If you fail to provide proper notice, Inventrax will charge you for the next subscription period.

Customers can upgrade or downgrade their subscription plan for the SaaS services at any time. For any kind of upgrade or downgrade in subscription, the customer must write to support@skubiq.com.

With regards to downgrades on a subscription, Inventrax does issue refunds or credit notes for partial months of service on a prorated basis. Downgrades will be applied only at the end of the current billing term. All subsequent bills will be generated based on the downgraded plan amount.

Inventrax reserves the right to refuse/cancel a subscription to any of the SaaS services bought from Skubiq.com, If Inventrax refuses a new or renewing subscription/membership, registrants will be offered a refund on a pro-rata basis of pending days in the subscription plan bought.

15. Security

Inventrax may, from time to time, host and/or maintain the Platform using a third-party technology service provider and the Customer acknowledges that Inventrax cannot offer any additional or modified procedures other than those put in place by such technology provider with respect to such technology service.

16. Representations, Warranties, Exclusive Remedies and Disclaimers

• Representation

Each party represents that it has validly entered into this Agreement and has the legal power to do so. 

• Warranties

Inventrax warrants that during an applicable Subscription Period it: (a) will not materially decrease the overall security of the Services, (b) will perform the Services materially in accordance with the applicable Documentation, and (c) will not materially decrease the overall functionality of the Services. 

• Disclaimers

SKUBIQ.COM AND ITS LICENSORS MAKE NO REPRESENTATION, WARRANTY, OR GUARANTEE AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, TRUTH, AVAILABILITY, ACCURACY OR COMPLETENESS OF THE SERVICE OR ANY CONTENT. SKUBIQ.COM AND ITS LICENSORS DO NOT REPRESENT OR WARRANT THAT (A) THE USE OF THE SERVICE WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA, (B) THE SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (C) ANY STORED DATA WILL BE ACCURATE OR RELIABLE, (D) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (E) ERRORS OR DEFECTS WILL BE CORRECTED, OR (F) THE SERVICE OR THE SERVER(S) THAT MAKE THE SERVICE AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. THE SERVICE AND ALL CONTENT ARE PROVIDED TO YOU STRICTLY ON AN “AS IS” BASIS. ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD-PARTY RIGHTS, ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW BY SKUBIQ.COM AND ITS LICENSORS.

17. Indemnification

• Indemnification by Customer

You shall indemnify and hold Inventrax, its licensors and each such party’s parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys’ fees and costs) arising out of or in connection with: (i) a claim alleging that use of the Customer Data infringes the rights of, or has caused harm to, a third party; (ii) a claim, which if true, would constitute a violation by you of your representations and warranties; or (iii) a claim arising from the breach by you or your Users of this Agreement, provided in any such case that Skubiq.com (a) gives written notice of the claim promptly to you; (b) gives you sole control of the defense and settlement of the claim (provided that you may not settle or defend any claim unless you unconditionally release Skubiq.com of all liability and such settlement does not affect Skubiq.com’s business or Service); (c) provides to you all available information and assistance; and (d) has not compromised or settled such claim.

• Indemnification by Inventrax

Inventrax will defend Customer against any claim, suit, demand, or action made or brought against Customer by a third party alleging that the Services, or Customer’s use or access thereof in accordance with this Agreement, infringes any intellectual property rights of such third party, and will indemnify and hold harmless Customer from any damages, losses, liabilities, costs and fees (including reasonable attorney’s fees) finally awarded against Customer in connection with or in settlement of any such claim, suit, demand, or action. The foregoing obligations do not apply with respect to portions or components of any Platform or Service (i) not supplied by Inventrax, (ii) made in whole or in part in accordance with Customer specifications, (iii) that are modified after delivery, or granting of access, by Inventrax, (iv) combined with other products, processes or materials where the alleged infringement relates to such combination, (v) where Customer continues allegedly infringing activity after being notified thereof or after being informed of modifications that would have avoided the alleged infringement, or (vi) where Customer’s use of the Services is not strictly in accordance with this Agreement. If due to a claim of infringement, a Platform is held by a court of competent jurisdiction to be or is believed by Inventrax to be infringing, Inventrax may, at its option and expense (a) replace or modify such Platform to be non-infringing provided that such modification or replacement contains substantially similar features and functionality, (b) obtain for Customer a license to continue using such Platform, or (c) if neither of the foregoing is commercially practicable, terminate this Agreement and Customer’s rights hereunder and provide Customer with a refund of any prepaid, unused fees for such Platform. This Section states the Customer’s sole and exclusive remedies for claims of infringement.

• Conditions for Indemnification

As a condition to an indemnifying party’s (each, an “Indemnitor”) obligations under this Section 17 (Indemnification), a party seeking indemnification (each, an “Indemnitee”) will: (a) promptly notify the Indemnitor of the claim for which the Indemnitee is seeking indemnification (but late notice will only relieve Indemnitor of its obligation to indemnify to the extent that it has been prejudiced by the delay); (b) grant the Indemnitor sole control of the defense (including selection of counsel) and settlement of the claim; (c) provide the Indemnitor, at the Indemnitor’s expense, with all assistance, information and authority reasonably required for the defense and settlement of the claim; and (d) preserve and will not waive legal, professional or any other privilege attaching to any of the records, documents, or other information in relation to such claim without prior notification of consent by the Indemnitor. The Indemnitor will not settle any claim in a manner that does not fully discharge the claim against an Indemnitee or that imposes any obligation on, or restricts any right of, an Indemnitee without the Indemnitee’s prior written consent, which may not be unreasonably withheld or delayed. An Indemnitee has the right to retain counsel, at the Indemnitee’s expense, to participate in the defense or settlement of any claim. The Indemnitor will not be liable for any settlement or compromise that an Indemnitee enters into without the Indemnitor’s prior written consent.

18. Internet Delays

SKUBIQ.COM’S SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. SKUBIQ.COM IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS.

19. Limitation of Liability

IN NO EVENT SHALL EITHER PARTY’S AGGREGATE LIABILITY EXCEED THE AMOUNTS ACTUALLY PAID BY AND/OR DUE FROM YOU IN THE SUBSCRIPTION PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM.

• NO LIABILITY FOR INDIRECT LOSS.

IN NO EVENT SHALL EITHER PARTY AND/OR ITS LICENSORS BE LIABLE TO ANYONE FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES OF ANY TYPE OR KIND (INCLUDING LOSS OF DATA, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE) ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THIS SERVICE, INCLUDING BUT NOT LIMITED TO THE USE OR INABILITY TO USE THE SERVICE, OR FOR ANY CONTENT OBTAINED FROM OR THROUGH THE SERVICE, ANY INTERRUPTION, INACCURACY, ERROR OR OMISSION, REGARDLESS OF CAUSE IN THE CONTENT, EVEN IF THE PARTY FROM WHICH DAMAGES ARE BEING SOUGHT OR SUCH PARTY’S LICENSORS HAVE BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

• NO LIABILITY FOR THIRD-PARTY ACTIONS

THE CUSTOMER AGREES THAT INVENTRAX CANNOT CONTROL AND IS NOT RESPONSIBLE IN ANY WAY FOR DAMAGES CAUSED BY THIRD PARTIES (OTHER USERS) WHO MAY USE ITS SERVICES, INCLUDING BUT NOT LIMITED TO PEOPLE WHO COMMIT INTELLECTUAL PROPERTY INFRINGEMENT, DEFAMATION, TORTIOUS INTERFERENCE WITH ECONOMIC RELATIONS, OR ANY OTHER ACTIONABLE CONDUCT TOWARDS CUSTOMER.

• EXCLUSIONS TO LIMITATIONS

The limitations above shall not apply in the case of (a) death or personal injury caused by negligence; (b) fraudulent misrepresentation; or (c) any other liability which it is not lawful to exclude.

20. Language of Agreement

It is understood and agreed between the parties that the official language for the Agreements, Policies, Correspondence, and all documents relating to the Agreement, exchanged between Inventrax and the Customer, shall be in English. In case of discrepancies, the English language shall be authoritative. The Customer shall bear all costs of translation to their preferred choice of Language and all risks of the accuracy of such translation.

21. Modification to Terms

Skubiq.com reserves the right to modify the terms and conditions of this Agreement or its policies relating to the Service at any time, effective upon posting an updated version of this Agreement on the Service. You are responsible for regularly reviewing this Agreement. Continued use of the Service after any such changes shall constitute your consent to such changes.

22. General Provisions

• Anti-Corruption.

Neither party has received or been offered any illegal or improper bribe, kickback, payment, gift, or thing of value from an employee or agent of the other party in connection with this Agreement. Reasonable gifts and entertainment provided in the ordinary course of business do not violate the above restriction.

• Entire Agreement

You agree that this Agreement is the complete agreement pertaining to the subject matter hereof (including references to the information contained in a URL or referenced policy) and this Agreement supersedes all prior or contemporaneous written or oral agreements or representations existing between You and Inventrax with respect to such subject matter. If any term of this Agreement is found to be invalid or unenforceable, the remaining provisions will remain effective. Inventrax’s failure to enforce any right or provisions in this Agreement will not constitute a waiver of such provision or any other provision of this Agreement.

• Force Majeure

Inventrax shall not be liable for any delays or inability to perform the SKUBIQ Services caused by forces beyond Inventrax’s control including, without limitation, acts of God or acts of third-party service providers including but not limited to carriers and postage systems. When Inventory is ordered out, in the case of acts of God, war, terrorism, public enemies, seizure under legal process, strikes, lockouts, riots and civil commotions, or any reason beyond Inventrax’s control, or because of loss or destruction of Inventory for which SKUBIQ is not liable, or because of any other excuse provided by law, Inventrax shall not be liable for failure to carry out such instructions and Inventory remaining in storage will continue to be subject to regular storage charges. If the failure to perform is caused by the default of Inventrax’s licensors, subsidiaries, affiliates, or subcontractor at any tier, and if the cause of the default is beyond the control of both Inventrax and its licensors, subsidiaries, affiliates, or subcontractor, and without the fault or negligence of either, the Contractor shall not be liable for any excess costs for failure to perform.

• Subcontractors

Inventrax uses subcontractors to provide certain aspects of the Services and in some cases permits them to access Customer Data subject to appropriate obligations of security, confidentiality, and compliance with applicable laws. Inventrax remains responsible for its subcontractors’ compliance with these Terms of Service with respect to their services provided hereunder.

• Disputes

Please note, while disagreements sometimes arise, SKUBIQ wants to address any complaint with the SKUBIQ Service in a proactive manner. Please log a support case for resolution, you can send an e-mail to info@skubiq.com. For purposes of clarity, this does not waive the notice requirement set forth below.

Customer Care is Available. SKUBIQ offers support services to active Accounts in Good Standing. Support services are provided for informational purposes and are not a guarantee. SKUBIQ specifically disclaims any liability for opinions followed or not followed by merchants. 

• Governing Law; Jurisdiction

Any claim dispute or difference between the Parties shall be referred to the arbitration of a sole arbitrator to be jointly appointed by the parties. If the Parties are unable to jointly agree to a sole arbitrator, then the reference shall be to an Arbitral Tribunal comprising one arbitrator. All proceedings in any such arbitration shall be conducted in English. The Arbitration shall take place in Hyderabad, Telangana, India and shall be governed by the Arbitration and Conciliation Act, 1996 or other law relating to arbitration in force in India at the relevant time. The provisions of this clause, the Indemnity clause, and unfulfilled obligations under the confidentiality clause shall survive the term and termination of this Agreement.

• Waiver of Class Action Rights

BY ENTERING INTO THIS AGREEMENT, YOU HEREBY IRREVOCABLY WAIVE ANY RIGHT YOU MAY HAVE TO JOIN CLAIMS WITH THOSE OF OTHERS IN THE FORM OF A CLASS ACTION OR SIMILAR PROCEDURAL DEVICE. ANY CLAIMS ARISING OUT OF, RELATING TO, OR IN CONNECTION WITH THIS AGREEMENT MUST BE ASSERTED INDIVIDUALLY.

• Third-Party Beneficiaries

There are no third-party beneficiaries under this Agreement.

• Publicity

You hereby consent to the inclusion of your name and logo in client lists that may be published as part of SKUBIQ’s marketing and promotional efforts.