Terms of Service

Services

1. SaaS Application and Service. Valence Intelligence (referred to, as applicable, as “Valence Intelligence”, the “Service”, “we” or “us”) provides tools and services (the “Service”) designed to help customers selling on eCommerce marketplaces and brick and mortar retailers (collectively known as “Retailers.”)

2. Customer. As a customer of the Service or a representative of an entity that is a customer of the Service, you are a “Member” according to this agreement (or “you”). You represent that you have full power, capacity and authority to accept these Terms on behalf of yourself or your employer.

3. Account Requirements. To set up an account and use the Service you must:

• Be 18 years of age, or the age of majority in your province, territory or country
• Provide your legal full name, valid email address, company name, and any other information we request
• Provide us with one or more Payment Methods
• Personally and manually create your account without using any automated means

4. Account Ownership. The member who created the account and whose Payment Method is charged (the “Account Owner”) has access to and control over the account and is responsible for any activity that occurs through the account. To maintain control over the account and prevent anyone from accessing the account, the Account Owner should maintain control over access to the Service and not reveal the password or details of the Payment Method associated with the account to anyone. Account owners are not allowed to share their account, log-in or any other access related credentials with any other party unless explicitly stated otherwise in the details related to the specific plan they purchased. Absent an explicit multi-user authorization, all accounts are intended for single-use only. You are responsible for updating and maintaining the accuracy of the information you provide to us relating to your account. We can terminate your account or place your account on hold in order to protect you and/or Valence Intelligence. You must immediately notify us of any unauthorized use of your account. We will not be liable for any loss or damage from your failure to comply with this security obligation.

5. Suspension. Notwithstanding anything to the contrary in these Terms, we may temporarily suspend your access to any portion or all of the Service if we reasonably determine that: (a) there is a threat or attack on our systems; (b) your use of the Service disrupts or poses a security risk to the Service or to any other customer; (c) you are using the Service for fraudulent or illegal activities; (d) you have ceased to continue your business in the ordinary course, made an assignment for the benefit of creditors, or become subject to any bankruptcy, reorganization, liquidation, or similar proceeding; or (e) our provision of the Service to you is prohibited by applicable law. We will use commercially reasonable efforts to provide notice of any such suspension and to resume access once the underlying issue is resolved. We will have no liability for any damages, losses, or other consequences you may incur as a result of a suspension under this section.

6. Enterprise Services. Valence Intelligence offers an enterprise package (the “Enterprise Service”) to eligible customers. Through the Enterprise Service, Valence Intelligence will identify the Retailers’ errors in the fees and deductions that are charged to the Customer. Valence Intelligence then secures cash reimbursements and recovered inventory (the “Reimbursements”) for these Retailer errors. You may subscribe to the Enterprise Service if you are currently subscribed to a Subscription (as defined below). If you subscribe to the Enterprise Service, in addition to your fee for the Subscription, Valence Intelligence may charge you a fee (the “Enterprise Service Fee”) for the fees and/or deductions recovered by Valence Intelligence from the Retailers as is indicated in your account settings in the Valence Intelligence SaaS Application (the “Service Rate”). In order to use the Enterprise Service, you must provide access to your Retailer account(s) including (1) limited sign-in and permission-based access to each Retailer account; and (2) developer based access to your Retailer account’s reporting features through API where available. You must maintain Valence Intelligence’s access to your Retailer account(s) during the term of your subscription to the Enterprise Service and for 120 days following the deactivation of the Enterprise Service. If you are eligible to subscribe to the Enterprise Service, you may do so at any time and your obligation to pay the Enterprise Service Fee begins as soon as you receive any Reimbursement.

In providing the Enterprise Service, Valence Intelligence will:

• Limit use of its access to your Retailer account to providing the Enterprise Service and also restrict this access to the Valence Intelligence employees specifically authorized to provide the Enterprise Service. No third party, such as a contractor, will be used in providing the Enterprise Service.
• Copy certain data in your Retailer account (“Enterprise Service Customer Data”) to Valence Intelligence’s technical platform where the Enterprise Service Customer Data will be stored, formatted and compiled with other data.
• Display certain of the Enterprise Service Customer Data as well as information about Valence Intelligence’s activities in performing the Enterprise Service on the Valence Intelligence Customer Portal website (“Customer Portal”).
• Undertake reasonable efforts to ensure the security of Valence Intelligence’s access to your Retailer account, Enterprise Service Customer Data on the Valence Intelligence platform and your access to the Customer Portal.
• Protect and preserve the confidentiality of Enterprise Service Customer Data, including by not sharing such data with any party except as required by law or to perform the Enterprise Service.

To use the Enterprise Service, you will:

• Provide truthful and accurate information and documentation when requested by Valence Intelligence.
• Make your best efforts to supply to Valence Intelligence, upon request, information and certain types of documentation, including about your shipments to Retailer fulfillment centers, the packaged product size and weight specifications for the products offered by the Retailers, and Retailer fulfillment center removal order shipment receiving records.
• Not engage in any activity that interferes with Valence Intelligence providing the Enterprise Service, including, without prior arrangement, addressing the Retailer cases that Valence Intelligence submits in connection with your Retailer Account.
• Protect and preserve the confidentiality of the proprietary information that Valence Intelligence shares with you, which may or may not be designated as confidential, the scope of the Enterprise Service provided, the business processes and software features used in providing the Enterprise Service, and other information.

You shall not, and shall not permit any other person to, access or use the Enterprise Service, except as expressly permitted by these Terms. For purposes of clarity and without limiting the generality of the foregoing, you shall not, except as these Terms expressly permit:

• copy, modify, or create derivative works or improvements of the Enterprise Service or Valence Intelligence’s other Proprietary Rights;
• rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available the Enterprise Service or Valence Intelligence’s other Proprietary Rights to any person, including on or in connection with the internet or any time-sharing, Enterprise Service bureau, software as a service, cloud, or other technology or service;
• reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to the source code of the Enterprise Service or Valence Intelligence’s other Proprietary Rights, in whole or in part;
• input, upload, transmit, or otherwise provide to or through the Enterprise Service or Valence Intelligence’s other Proprietary Rights, any information or materials that are unlawful or injurious, or contain, transmit, or activate any Malware;
• damage, destroy, disrupt, disable, impair, interfere with, or otherwise impede or harm in any manner the Enterprise Service, Valence Intelligence’s other Proprietary Rights, or Valence Intelligence’s provision of services to any third party, in whole or in part;
• remove, delete, alter, or obscure the Valence Intelligence Marks and any other trademarks, specifications, warranties, or disclaimers, or any copyright, trademark, patent, or other intellectual property or proprietary rights notices from the Enterprise Service or Valence Intelligence’s other Proprietary Rights, including any copy thereof;
• access or use the Enterprise Service or Valence Intelligence’s other Proprietary Rights in any manner or for any purpose that infringes, misappropriates, or otherwise violates any Proprietary Rights or other right of any third party, or that violates any applicable law;
• access or use the Enterprise Service or Valence Intelligence’s other Proprietary Rights for purposes of competitive analysis of the Enterprise Service or Valence Intelligence’s other Proprietary Rights, the development, provision, or use of a competing software service or product, or any other purpose that is to your detriment or commercial disadvantage; or
• otherwise access or use the Enterprise Service or Valence Intelligence’s other Proprietary Rights beyond the scope of the authorization granted under these Terms.

Payment

1. Billing. Valence Intelligence offers the Service as an annual subscription or as is indicated in your account settings in the Valence Intelligence SaaS Application (“Subscription”). Valence Intelligence will bill you on the date you subscribe to the Service (“Subscription Date”), and will continue to bill you in accordance with your Subscription until you cancel the Service. You must cancel your Subscription at least fifteen days prior to the next billing date to avoid a Subscription renewal. If you subscribe to the Enterprise Service, we will also bill you each month for the previous month’s Enterprise Service Fee based on the Service Rate multiplied by the total Reimbursements for the applicable month. Fees will be billed to your Payment Method on the calendar day corresponding to the Subscription Date. Subscription fees are fully earned upon payment. Enterprise Service Fees are earned by Valence Intelligence on your receipt of the applicable Reimbursements. In some cases your payment date may change, for example if your Payment Method has not successfully settled or if you upgrade your plan outside of your current billing cycle.

2. Payment Methods. To use the Service you must provide a valid Payment Method. You can update your Payment Method by going to the “Settings” page of our Website under “Account Billing”. Following any update, you authorize us to continue to charge the applicable Payment Method. All fees are charged in advance of the month in which you will use the Service. You authorize us to charge any Payment Method associated to your account in case your primary Payment Method is declined or no longer available to us for payment of your subscription fee. You remain responsible for any uncollected amounts. You authorize us to charge your Payment Method for past due balances, including Enterprise Service Fees, when a new Payment Method is added and when the Account you have purchased changes status via an upgrade or downgrade.

If your account is past due for more than 7 days, or as otherwise agreed upon in partner agreements, we will automatically downgrade your account to the “free” version, which has limited functionality and does not provide access to many of our paid service tools. Should a downgrade occur, you may move your account to the service tier you desire by paying the designated monthly fees in advance.

If any Fees, including your Subscription fee or your Enterprise Service Fee, are past due for more than 30 days, we will charge a late fee equal to 1.5% per month or the highest amount permitted under applicable law, and we may suspend your access to the Service, in whole or in part, until such amounts are paid in full. If a payment is not successfully settled, due to expiration, insufficient funds, or otherwise, and you do not cancel your account, we may also suspend your access to the Service until we have successfully charged a valid Payment Method. For some Payment Methods, the issuer may charge you certain fees relating to the processing of your Payment Method. Check with your Payment Method service provider for details. You will reimburse us for the costs of collection for any late payments, including reasonable attorneys’ fees.

3. Cancellation. The length of your Subscription term, your right to cancel or terminate, and the effect of cancellation or termination are described in the Term and Termination section below. Cancellation requests should be completed by emailing client_support@valenceintel.com with your organization name and account owner email.

4. Changes to the Price and Subscription Plans. We reserve the right to change our subscription plans or adjust pricing for our Service or the Enterprise Service at any time as we may determine in our sole and absolute discretion. Except as otherwise expressly provided for in these Terms, any price changes or changes to your subscription plan will take effect following notice to you.

5. No Refunds. Payments are nonrefundable, and there are no refunds or credits for partially used periods. Following any cancellation, however, you will continue to have access to the service through the end of your current billing period.

6. Records and Audit. If you subscribe to the Enterprise Service, we may, at our own expense and on reasonable prior notice, periodically inspect and audit your records relevant to determining the amounts due under these Terms, no more than once per calendar year. If an audit reveals an underpayment, you will promptly pay the amount owed, together with interest as described above. If the underpayment equals or exceeds 20% of the amounts owed for the audited period, you will also reimburse us for the reasonable cost of the audit.

Disclaimers of Warranties and Limitations on Liability

3. Results Not Guaranteed. Valence Intelligence makes no guarantee or representation of any kind concerning the results of your use of the Website or Service. Any testimonials or examples displayed or depicted through Valence Intelligence’s Website, programs, and/or the Service are only examples of what may be possible.

4. Indemnification for Breach of Terms of Use. You agree to indemnify and hold Valence Intelligence, its officers, directors, shareholders, predecessors, successors in interest, employees, agents, subsidiaries, and affiliates harmless from any demands, loss, liability, claims, or expenses (including attorneys’ fees), made against Valence Intelligence by any third party due to or arising out of or in connection with your use of the Service or Website.

5. Third-Party Resources. The Website and the Service may contain links to third-party websites or other resources. You acknowledge and agree that we are not responsible or liable for the availability, accuracy, content, or policies of third-party websites or other resources. Links to such websites or resources are provided only as a convenience to you.

Security, Storage, & Retention

1. Security. The privacy and protection of your data is of the utmost importance to us. We take all reasonable technical and organizational precautions to protect the confidentiality, security, and integrity of your Personal Data. Although we use multiple and various security measures to help protect your Personal Data against loss, misuse, or unauthorized disclosure, we cannot 100% guarantee the security of information transmitted to us over the Internet.

2. Storage. The Personal Data that you provide to us is generally stored on servers located in the United States. If you are located in another jurisdiction, you should be aware that once your Personal Data is submitted through our Service, it will be transferred to our servers in the United States and that the United States currently does not have uniform data protection laws in place.

3. Retention. We will retain your information for as long as needed to provide you with our service. If you wish to cancel your account or request that we no longer use your information to provide you service, contact us at client_support@valenceintel.com. We will retain only that information necessary to comply with our legal obligations, resolve disputes, and enforce our agreements.

Confidentiality

From time to time, either party may share with the other party non-public business, technical, or financial information that is designated as confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure (“Confidential Information”). Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was already known to the receiving party without an obligation of confidentiality before it was disclosed; (c) is received from a third party without breach of any confidentiality obligation; or (d) is independently developed without use of the disclosing party’s Confidential Information.

Each party agrees to protect the other party’s Confidential Information using at least the same degree of care it uses to protect its own confidential information of similar importance, and not to disclose such information except to employees, contractors, and agents who need to know it and who are bound by confidentiality obligations at least as protective as those in these Terms. Either party may disclose Confidential Information to the extent required by law or court order, provided that, where legally permitted, it gives the other party reasonable advance notice to seek a protective order. These confidentiality obligations survive for five years after the Confidential Information is disclosed, except that information constituting a trade secret remains protected for as long as it retains trade secret status under applicable law.

Term and Termination

1. Term. Unless you have an Service Order Form with Valence (“Order Form”), your Subscription begins on your Subscription Date and continues for the length of your Subscription as indicated in your account settings in the Valence Intelligence SaaS Application (the “Term”), and will automatically renew for successive Terms of the same length unless a) stated differently in the Order Form or b) either party gives the other written notice of non-renewal at least 30 days before the end of the then-current Term.

3. Termination by Us. We may terminate these Terms and your access to the Service, effective on written notice, if: (a) you fail to pay any amount when due and such failure continues for more than 30 days after our notice; (b) you materially breach these Terms and, if the breach is capable of cure, you fail to cure it within 15 days after our notice; or (c) you become insolvent, make an assignment for the benefit of creditors, or become subject to any bankruptcy, reorganization, liquidation, or similar proceeding.

4. Effect of Termination. Upon termination or expiration of these Terms, you must immediately stop using the Service and, if requested, delete or return any Valence Intelligence materials in your possession. Termination will not relieve you of any obligation to pay Fees that became due before termination, and you will not be entitled to a refund except as expressly provided in these Terms.

5. Survival. Provisions that by their nature should survive termination or expiration of these Terms — including, without limitation, provisions regarding payment obligations already accrued, Disclaimers of Warranties and Limitations on Liability, Confidentiality, Security, Storage, & Retention, and Dispute Resolution — will survive.

Miscellaneous

1. Privacy Policy. Valence Intelligence may use and disclose your information according to our Privacy Policy. Our Privacy Policy is incorporated into these Terms of Service.

2. Intellectual Property. The Website, its original content, features, functionality (including look), our trademarks, service marks, logos, and Service content (“Intellectual Property”) are owned by Valence Intelligence and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws. You agree not to copy, modify, create derivative works of, publicly display, publicly perform, or republish any of our Intellectual Property.

3. Customer Data. “Customer Data” means information, data, and other content, in any form or medium, including your billing and other personal information, that is submitted, posted, or otherwise transmitted by you, or a third party on your behalf, through the Service. As between you and Valence Intelligence, you own all right, title, and interest in the Customer Data. You grant Valence Intelligence a non-exclusive, royalty-free, worldwide license to use the Customer Data for service provision and analytics purposes.

4. International Users. The Service is controlled, operated, and administered by Valence Intelligence from our offices within the USA and Canada. If you access the Service from a location outside the USA, you are responsible for compliance with all local laws.

5. Compliance with Law. You represent and warrant that your use of Valence Intelligence’s Service complies with all applicable laws. If you are outside the United States, it is your responsibility to determine compliance with local laws. You agree to indemnify and hold us harmless from any losses, including attorney fees, resulting from a breach of this warranty.

6. Force Majeure. We shall not be liable for any failure or delay in the performance of this agreement due to causes beyond our reasonable control, including but not limited to acts of God, war, hackers, third-party internet providers, government orders, power failures, pandemics, labor strikes, or any other force majeure event.

7. Severability. If any provision of these Terms is found invalid or unenforceable, the remaining provisions shall continue in full force and effect.

8. Survivability. Any provision imposing obligations after termination or expiration of this agreement shall survive termination or expiration.

9. Headings. Section headings in these Terms are for reference purposes only and shall not affect interpretation.

10. Waiver. Our failure or delay in exercising any right, power, or privilege under these Terms shall not operate as a waiver.

11. Governing Law. This Agreement shall be governed by the laws of the State of Delaware, without regard to its conflict of law rules.

12. Dispute Resolution. Any dispute arising under this agreement shall be settled exclusively by binding arbitration in Wilmington, Delaware, in accordance with the expedited Commercial rules of the American Arbitration Association. The arbitrator shall not have the power to award punitive or consequential damages. Arbitration shall proceed on an individual basis without class action claims.

13. Feedback. If you send us comments, suggestions, or other feedback about the Service (“Feedback”), you grant us a perpetual, irrevocable, royalty-free right to use that Feedback for any purpose, without any obligation or compensation to you. We are not required to use any Feedback you provide.

A breach or threatened breach of these Terms, including any provision regarding confidentiality, intellectual property, or the use restrictions described above, would cause us irreparable harm for which monetary damages would not be an adequate remedy. Accordingly, in addition to any other remedies available at law or in equity, we may seek injunctive or other equitable relief, including a restraining order, an injunction, or specific performance, without the necessity of posting a bond or proving actual damages.

Additional Terms

1. Assignment. You may not assign any of your rights under this agreement to anyone else. We may assign our rights at our discretion.

2. Notice. All notices to you will be effective when we send them to the last email or physical address you provided or when posted on our Website. Any notice to us will be effective when delivered to:

Copyright Infringement

If copyrighted content that belongs to you was posted on the Website without your permission, please notify us at:

Please include in your notice:

• An electronic or physical signature of the copyright owner or someone authorized to act on their behalf.
• The name, address, telephone number, and email address of the copyright owner.
• Identification of the copyrighted work that is being infringed.
• Identification of where the infringing material is located on our Website (a URL works best).
• A statement that you have a good faith belief that the use isn’t authorized by the copyright owner, its agent, or the law.
• A statement that the information in your notice is accurate.
• A statement that you’re authorized to act on behalf of the copyright owner.

This statement must be made under penalty of perjury, meaning if any part of the statement is false, you could be committing perjury — a serious offense that’s sometimes even classified as a felony.

General

1. Electronic Communications. When you use the Service, or send emails, text messages, and other communications from your desktop or mobile device to us, you are communicating with us electronically. You consent to receive communications from us. We will communicate with you in a variety of ways, such as by e-mail, text, or by posting notices and messages on this Website. You agree that all agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.

2. Entire Agreement. These terms, together with our Privacy Policy and any additional terms you have agreed to, constitute the entire agreement with respect to its subject matter and supersede all prior agreements, representations, and understandings of the parties, whether written or oral.