SKUHelper Terms of Service

​Last updated July 26, 2017 ABOUT THE TERMS SKUHelper ACE POS Solutions Ltd. (“APS”, “we”, “us” and terms of similar meaning) provides SKUHelper to you subject to these terms of service (the “Terms”). SKUHelper encompasses (i) our proprietary mobile application software (the “App”); (ii) our administrative services related to your use of the App (“Admin Services”); (iii) our website at (the “Website”); (iv) any other web application versions of the App; (v) any other mobile or web applications that we have now or in the future; and (vi) any other proprietary software developed and owned by ACE POS Solutions Ltd. for use with the App or otherwise. Agreeing to the Terms By downloading and using SKUHelper, you agree to be bound by the Terms. If you do not agree to all the Terms, do not use SKUHelper. Modifying & Reviewing the Terms SKUHelper reserves the right to change or modify any of the Terms, at any time and in its sole discretion, with or without notice. You should review the Terms from time to time as well as any other policies or terms that are incorporated into the Terms. The Terms will always show the “last updated” date at the top. Any revisions of the Terms will be effective immediately upon posting the revisions on the App or our Website. If you do not agree with the revisions, you must stop using SKUHelper, with no further obligation to us. Interpretation of the Terms All Terms are to be interpreted and construed pursuant to SKUHelper’s sole discretion. If you have any questions about the Terms please email us at Privacy Policy SKUHelper’s Privacy Policy (available at (the “Privacy Policy”) describes how SKUHelper collects, uses and discloses your contact information, including any business information you may disclose to us. The Privacy Policy is expressly incorporated into these Terms. This means that by using the App, you also agree to the Privacy Policy. Modification of SKUHelper and Access APS may modify SKUHelper at any time without any notice and in its sole discretion. APS may block or prevent your access to and use of all or any portion of SKUHelper without any notice and in its sole discretion. LICENSE GRANT & RESERVATION OF IP RIGHTS SKUHelper License Grant APS grants you a limited, personal, non-exclusive and non-transferable right and license to use SKUHelper. Unless otherwise specified in writing, SKUHelper is for internal evaluation purposes. You may not resell, lease or provide it in any other way to anyone else. Reservation of Rights in Proprietary Materials Except as noted above, you are not conveyed any right or license by implication, estoppel or otherwise in or under any patent, trademark, copyright or proprietary right of APS or any third party. SKUHelper, including, without limitation, the content, metadata, design, organization, compilation, look and feel, the source, object, code and software (with the exception of licensed open-source components) and all other protectable intellectual property available through and comprising SKUHelper (the “Proprietary Materials”) are the property of APS and are protected by copyright and other intellectual property laws. APS’ rights in such Proprietary Materials are expressly reserved. You may not copy, reproduce, sell, publish, distribute, display, retransmit or otherwise provide access to the Proprietary Materials to anyone, unless with APS’ written consent. You agree not to rearrange, modify, create derivative works using or reverse engineer the Proprietary Materials. You agree not to create, scrape or display our content for any purpose. You agree not to post any content from SKUHelper to other websites, blogs, forums, etc. unless with APS written consent. Trademarks The SKUHelper logo and all other product and service names, slogans or logos displayed on SKUHelper are registered and/or common law trademarks of APS, and may not be copied, imitated or used, in whole or in part, without the prior written permission of APS. In addition, the look and feel of SKUHelper, including all icons, user interface and user experience elements, custom graphics and scripts may not be imitated, used or copied in whole or in part, without the prior written permission of APS. If Intellectual Property Rights Violated Any violation of our intellectual property rights may result in a copyright, trademark or other intellectual property right infringement that may subject you to civil and/or criminal penalties. LIMITATIONS ON USE Unacceptable Uses of SKUHelper You must not use SKUHelper: In a way prohibited by law, regulation, governmental order or decree; To violate the rights of others; In a way that could harm SKUHelper or impair anyone’s use of it; In a way that it is not intended to be used; In a way such that your Chief Complaint has nothing to do with inventory management; To reverse engineer, decompile or disassemble the App; In a way that will cause nuisance, annoyance, disruption or inconvenience to anybody; If using access points or wireless data accounts (AP) which you are not authorized to use; If using unauthorized operating systems on your mobile device, including but not limited to jailbroken devices; To stalk or otherwise harass APS, any person or entity; and To attempt to probe, scan or test the vulnerability of any APS server or network or breach any security or authentication measures. Prohibitions on Information Entered Throughout your use of SKUHelper, you will be prompted to enter various information, including but not limited to your Chief Complaint (“Interactive Areas”). You are solely responsible for your use of such Interactive Areas. While using the Interactive Areas, you expressly agree not to post, upload to, transmit, distribute, store, create or otherwise publish any of the following: Content that is unlawful, libelous, defamatory, obscene, pornographic, indecent, lewd, suggestive, harassing, threatening, invasive of privacy pro publicity rights, abusive, inflammatory, fraudulent or otherwise objectionable; Content that would constitute, encourage or provide instructions for a criminal offense, violate the rights of any party or that would otherwise create liability or violate any local, provincial national or international law; Content that may infringe any patent, trademark, trade secret, copyright or other intellectual property or proprietary right of any party; Unsolicited promotions, political campaigning, advertising or solicitations; Private information of any third party, including, without limitation, addresses, phone numbers, email addresses, credit card numbers, etc.; Viruses, corrupted data or other harmful, disruptive or destructive files;  Content used to probe, scan or test the vulnerability of the App, any SKUHelper server or network; and Content that is unrelated to the topic of the Interactive Areas in which such content is posted Abusing SKUHelper If, in APS’ sole opinion, you abuse SKUHelper or any of its privileges, or if you fail to follow any of these Terms, or make misrepresentations to APS, APS may, in its sole discretion, revoke your access to SKUHelper, with or without notification. In the event that APS has a reasonable belief that a License has been compromised or used to commit fraud, crimes or abuse SKUHelper, APS reserves the right to suspend or block any pending activity on your Account, and to disable or terminate that Account, and APS reserves the right to take appropriate administrative and/or legal action. DISCLAIMERS & LIMITATION OF LIABILITY Warranty Disclaimer Your use of SKUHelper as well as any technical support services is at your own risk. SKUHelper and any technical support services are provided to you on an “as-is” and “as-available” basis without warranties from APS of any kind, either express or implied. APS expressly disclaims all representations or warranties, express or implied, including, without limitation, any representations or warranties of merchantability, fitness for a particular purpose, title and non-infringement. APS expressly disclaims all representations and warranties about the accuracy, completeness, timeliness or efficacy of SKUHelper and any technical support services and assumes no liability or responsibility to you for any errors, mistakes, or inaccuracies in SKUHelper or any technical support services. APS does not represent or warrant the use or the results of the use of SKUHelper, any technical support services, and the result of any integration with third-party software. If any applicable authority holds any portion of this section to be unenforceable, then APS’ liability and responsibility will be limited to the extent permitted by law. Third Party Service Providers You acknowledge that some parts of SKUHelper are reliant on third-party service providers, including but not limited to Google Play, Google Maps, Google Cloud Services, Amazon Web Services, Microsoft Azure, ACE Retail 3000, etc. Because of this, and other reasons, you acknowledge that there may be interruptions in service or events that are beyond our control. While APS has painstakingly selected the best-in-class third-party service providers, and use reasonable efforts to keep SKUHelper accessible and available, SKUHelper may be unavailable from time to time for any reason including, without limitation, routine maintenance and failure of our third-party service providers. You understand and acknowledge that due to circumstances both within and outside of our control, SKUHelper and your access to it may be interrupted, suspended or terminated. LIMITATION OF LIABILITY In no event will APS, it’s respective agents, employees, shareholders, officers, directors, contractors, legal advisors (“Representatives”), parent companies, affiliates, subsidiaries, and each of its Representatives, be liable in any manner whatsoever for any damages of any kind, including but not limited to indirect, incidental, consequential, special or punitive damages arising out of:  Your access, use or inability to use SKUHelper; Your use of any content in SKUHelper; Late, lost, delayed, damaged, misdirected or otherwise, data or electronic correspondence; Any condition caused by events beyond the control of APS that may cause SKUHelper to be disrupted or otherwise; Any printing, human, typographical or other errors or ambiguities in or involving any online or printed materials associated with SKUHelper; Any failure or performance, error, omission, interruption, defect, delay in operation or transmission, computer virus or line or system failure (including damages that result from inaccuracy of the information, inconvenience, delay, or loss of the use of SKUHelper); Property, business or data damage, of any nature whatsoever resulting from your use of SKUHelper; Any unauthorized access to or use of our secure servers and/or any and all information stored therein; Any bugs, viruses, trojan horses, or the like which may be transmitted to you through SKUHelper by any third party; The cost of procurement of substitute goods and services resulting from your use of SKUHelper; Statements, services or conduct of any third party; Any and all losses, damages, rights, claims and action of any kind in connection with or resulting from registering, enrolling, or participating in SKUHelper; and By using SKUHelper, you agree not to hold APS, its respective agents, employees, shareholders, officers, directors, contractors, legal advisors (“Representatives”), parent companies, affiliates, subsidiaries, and each of its Representatives, liable in any way for any negligence. In no event shall APS’ total liability to you for any and all damages, losses, and causes of action (whether in contract, tort, or otherwise) exceed the amount paid by you to APS. If any portion of this Limitation of Liability is found to be invalid, APS’ liability shall be limited to the extent permitted by applicable law. INDEMNIFICATION You agree to defend, indemnify, and to hold harmless APS, its respective agents, employees, shareholders, officers, directors, contractors, legal advisors (“Representatives”), parent companies, affiliates, subsidiaries, and each of its Representatives, from any and all liabilities, penalties, claims, causes of action, and demands brought by third parties (including the costs, expenses and legal fees on account thereof) arising, resulting from or relating to: Your access, use or inability to use the App and Services; An allegation that you violated any of these Terms. Your agreement to defend, to indemnify, and to hold APS harmless applies whether a claim against APS arises out of contract or tort (including strict liability), and regardless of the form of action, including but not limited to your violation of any third party right, a claim that SKUHelper caused damage to you or any third party and your use and access of SKUHelper. COMMUNICATIONS Notice Methods We may provide notices to you in the following ways: By email to the email address specified in your Registration Data; By posting a notice on our Website in an area suitable for notices. It is your responsibility to review our Website for notices; By posting a notice on our Google Play listing in an area suitable for notices. It is your responsibility to review our Google Play listing for notices; By calling the telephone number specified in your Registration Data; and By sending you an SMS text message. Content of Notices APS may send you email information regarding issues such as system messages, mandatory updates, notices related to privacy or security, etc. (“Administrative Messages”). APS may call you to verify, confirm, inquire, or inform you about certain information related to your use of SKUHelper. APS may also send you an SMS text message to inform you about your usage. For other messages and information relating to APS and SKUHelper, other than Administrative Messages, you will only receive these messages if you expressly opt-in to consent to receive these other types of information from us. In addition, at any point in time after you opt-in, you will have the opportunity to opt-out of receiving such messages. TERMINATION You or APS may terminate these Terms and your use of SKUHelper at anytime. Termination occurs when you either stop using SKUHelper or APS notifies you of such Termination. All Terms will survive termination. APPLICABLE LAW & DISPUTE RESOLUTION Governing Law SKUHelper is controlled by APS and operated by it from its offices in Toronto, Ontario. You and APS both benefit from establishing a predictable legal environment in regard to SKUHelper. Therefore, you and explicitly agree that all disputes, claims or other matters arising from or relating to your use of SKUHelper will be governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein. Method of Conflict Resolution Except where prohibited by law, any claim or dispute (whether in contract or tort, pursuant to statute or regulation or otherwise, and whether pre-existing, present or future) arising out of or relating to: (i) these Terms; (ii) SKUHelper; (iii) oral or written statements, advertisements or promotions relating to these Terms or SKUHelper; or (iv) the relationships that result from these Terms or the App (collectively, a “Claim”) will be referred to and determined by a sole arbitrator (to the exclusion of the courts). If you have a Claim, you should give written notice to arbitrate. If we have a Claim against you, we will give you notice to arbitrate at your email address in your Registration Data. Arbitration will be conducted by one arbitrator pursuant to the commercial arbitration laws and rules in effect on the date of the notice in the Province of Ontario. If Arbitration is Prohibited To the extent arbitration as described in the immediately preceding paragraph is prohibited by applicable law, you agree that all Claims will be heard and resolved in a court of competent subject matter jurisdiction located in Toronto, Ontario. You consent to the personal jurisdiction of such courts over you, stipulate to the fairness and convenience of proceeding in such courts, and covenant not to assert any objection to proceeding in such courts. Waiver of Future Class Action Except where prohibited by applicable law, you waive any right you may have to commence or participate in any class action against APS related to any Claim, and where applicable, you also agree to opt out of any class proceedings against APS. UNSOLICITED IDEAS Unsolicited Ideas include, without limitation, ideas or suggestions relating to new or improved products, enhancements, names or technologies, advertising and marketing campaigns, plans or other promotion. Do not send us Unsolicited Ideas. Nobody at APS will accept or consider, directly or indirectly any Unsolicited Ideas. We have no obligation to review any Unsolicited Ideas nor do we have any obligation to keep any Unsolicited Ideas confidential. If you do send us any Unsolicited Ideas, APS will automatically own such ideas without restriction and we will not acknowledge or compensate you. If you wish to preserve any interest you might have in your ideas, you should not send them to us. GENERAL Electronic Contracting Your affirmative act of indicating your acceptance below and using SKUHelper activates your App and constitutes your electronic signature to these Terms and your consent to enter into agreements with us electronically. Assignment You may not assign or transfer any of your rights without prior written consent of APS. APS may assign any or all of its rights hereunder to any party without your consent. Enurement These Terms will bind and enure to the benefit of you and APS, their successors and permitted assigns. Entire Agreement These Terms, and the Privacy Policy, and any other terms expressly incorporated herein, represents the entire Agreement between you and APS, and overrules any previous communications, understandings, etc. Amendment No amendments, modifications or waivers to these Terms shall be valid unless in writing and signed by all Parties. Severability If any part of these Terms is considered invalid for whatever reason, the remaining parts of these Terms will still be considered valid and enforceable. STORAGE AND RETENTION OF YOUR PERSONAL OR BUSINESS INFORMATION Retention of Personal or Business Information We retain Personal or Business Information for only as long as required to fulfill the identified purposes for which it was collected or as required by law. When you use SKUHelper, archived Personal or Business Information that you have provided will not ordinarily be erased unless and until your entire account on SKUHelper is deleted, and even then we may retain some or all of your Personal or Business Information on back-up files; provided, however, we assume no obligation or guarantee to archive any information and do not warrant that any archived information will later be made available to you. Personal Information Stored Outside Canada You acknowledge and understand that APS, through the use of third-party service providers, your Personal or Business Information may be stored and processed outside of Canada. In any event, whatever Personal or Business is stored outside Canada, it is stored in encrypted form. Data Storage in APS’ Database You consent to allowing APS to store your Personal or Business Information in our electronic systems. Your Personal or Business information is stored in our database in encrypted form, and anytime it is transmitted, it is transmitted in encrypted form. For both data storage and transmission, we use generally accepted industry standards for encryption. PROTECTING YOUR PERSONAL OR BUSINESS INFORMATION APS strives to protect your Personal or Business Information. We use commercially reasonable administrative, technical, and physical measures to safeguard your Personal or Business Information in our possession against loss, theft and unauthorized use, disclosure or modification. We follow generally accepted industry standards to protect the information submitted to us, both during transmission and once we receive it. For data transmission security, we use standard encryption protocols (SSL/HTTPS) for transmission of information. The encryption process protects your information by scrambling it before it is sent. When Personal or Business Information are stored, it is stored in our systems in encrypted form. Our hosting service providers for our database and application as well as our encryption key management service are renowned and reputable third-party hosting service providers whose privacy, security, transparency and industry-specific standards are best-in-class. Our systems and databases are backed up regularly to help protect your Personal or Business Information in case of an uncontrollable catastrophe. Unfortunately, no data transmission over the mobile applications and the internet and no storage of data, even in an encrypted form, can be guaranteed to be 100% secure. Therefore, while we strive to make all reasonable efforts to use commercially acceptable means to protect your Personal or Business Information, we cannot warrant the security of any information you transmit to us, and you acknowledge that there is always some risk when transmitting information while using our or any other third-party software. You acknowledge that APS are not responsible for any breach of security or for any actions of any third-party software. Terms in English Language The parties confirm that it is their wish that these Terms, as well as any other documents relating to these Terms including notices, have been and shall be drawn up in the English language only. Les parties reconnaissent avoir convenue que la présente convention ainsi que tous documents, avis et procédures judiciaires qui pourront être exécutés, donnés ou intentées à la suite des présentes ou ayant un rapport, direct ou indirect, avec la présente convention soient rédigée en anglais. ​ Questions and Comments If you have any questions regarding these Terms or your use of SKUHelper, please contact us at