Last updated on September 19, 2018
The Service collects end-user-authorized data from shopping cart platforms (such as Shopify™) billing management platforms (such as ReCharge™), credit card processing accounts (such as Stripe™), customer service help desks (such as Zendesk™), cookie and website tracking (such as Google Analytics™), fulfillment and shipping information (Such as ShipStation™) and other data repositories to generate reporting and automation capabilities within our application. We attempt to structure, normalize, and cleanse the data we return to the end user into a concise and highly functional format.
We will provide customer service to help resolve any issues relating to your Account, our Services, and the other use of our software. Customer service may include direct access and communication with an employee(s) of Sublytics or access to a website describing use and functionalities of the Services. The extent and nature of such customer service may be determined by Sublytics in its sole and absolute discretion.
General Services Content
You agree that the Service contains information and other content specifically provided by Sublytics or its partners and that such content is protected by copyrights, trademarks, service marks, patents, trade secrets or other proprietary rights and laws. For clarity, this section does not apply to your customer data. Except as expressly authorized by Sublytics in writing, you shall not sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit or create derivative works from such content. However, Sublytics hereby grants you a limited, revocable, non-exclusive and non-sublicensable license to use such content; provided, that you retain all copyright and other proprietary notices contained therein. Reproducing, copying or distributing any such content, including any materials or design elements on the Service, for any other purpose is strictly prohibited without the express prior written permission of Sublytics.
We cannot guarantee the security of our users’ applications. We reserve the right to terminate a user without notice if we suspect that they are at risk of a security breach. While we cannot ensure that our users follow all the necessary security protocols, we strongly recommend that you adhere to the following minimum security protocols:
- Use of PCI compliant servers
- Encryption when communicating or storing access credentials to our Service.
It is your responsibility to maintain the security of your Account information, including your login username and password. You must notify us immediately of any breach of security or unauthorized use of your Account. You may never publish, distribute or share your login username or password.
In the event of a security breach that may affect you or anyone on your Service, we’ll notify you of the breach once we have determined, in our discretion, that it occurred and will provide a description of what happened and notify you, and that you’ll promptly notify your affected customers.
Representations and Warranties
You are responsible for all of your and any third-party representatives activity in connection with the Service. You shall not (and shall not permit any other party to) either (a) take any action or (b) upload, download, post, submit or otherwise distribute or facilitate distribution of any content on or through the Service, that:
- infringes any patent, trademark, trade secret, copyright, right of publicity or other right of any other person or entity or violate any law or contractual duty;
- is unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another’s privacy, tortious, obscene, vulgar, pornographic, offensive, profane, contains or depicts nudity, contains or depicts sexual activity, or is otherwise inappropriate as determined by us in our sole discretion;
- contains software viruses or any other computer codes, files, or programs that are designed or intended to disrupt, damage, limit or interfere with the proper function of any software, hardware, or telecommunications equipment or to damage or obtain unauthorized access to any system, data, password or other information of ours or of any third party;
- impersonates any person or entity, including any of our employees or representatives; or
- includes anyone’s identification documents or sensitive financial information.
You shall not (directly or indirectly): (i) decipher, decompile, disassemble, reverse engineer or otherwise attempt to derive any source code or underlying ideas or algorithms of any part of the Service (including without limitation any application), except to the limited extent applicable laws specifically prohibit such restriction, (ii) modify, translate, or otherwise create derivative works of any part of the Service, or (iii) copy, rent, lease, distribute, or otherwise transfer any of the rights that you receive hereunder. You shall abide by all applicable local, state, national and international laws and regulations.
You shall not: (i) take any action that imposes or may impose (as determined by us in our sole discretion) an unreasonable or disproportionately large load on our (or our third party providers’) infrastructure; (ii) interfere or attempt to interfere with the proper working of the Service or any activities conducted on the Service; (iii) bypass, circumvent or attempt to bypass or circumvent any measures we may use to prevent or restrict access to the Service (or other accounts, computer systems or networks connected to the Service); (iv) run any form of auto-responder or “spam” on the Service; (v) use manual or automated software, devices, or other processes to “crawl” or “spider” any page of the Site; (vi) harvest or scrape any content from the Services; or (vii) otherwise take any action in violation of our guidelines and policies.
Privacy and Customer Data
Payments and Billing
The terms of your payment will be based on your Payment Method and may be determined by agreements between you and the financial institution, credit card issuer or other provider of your Payment Method. If we, through the payment processor, do not receive payment from you, you agree to pay all amounts due on your Billing Account upon demand.
Some of the Paid Services may consist of recurring period charges as agreed to by you. By choosing a recurring payment plan, you acknowledge that such Services have an initial and recurring payment feature and you accept responsibility for all recurring charges prior to cancellation. We may submit periodic charges (e.g., monthly) without further authorization from you, until you provide notice (receipt of which is confirmed by us) that you have terminated this authorization or wish to change your Payment Method. Such notice will not affect charges submitted before we reasonably could act.
You must provide current, complete and accurate information for your Billing Account. You must promptly update all information to keep your billing address current, complete and accurate, and must promptly notify us or your payment processor if your Payment Method is canceled (e.g., for loss or theft) or if you become aware of a potential breach of security. If you fail to provide any of the foregoing information, you agree that we may continue charging you for any use of Paid Services under your Billing Account unless you have terminated your Paid Services as set forth above.
If the amount to be charged to your Billing Account varies from the amount you preauthorized (other than due to the imposition or change in the amount of state sales taxes), you have the right to receive, and we shall provide, notice of the amount to be charged and the date of the charge before the scheduled date of the transaction. You may request this notice by contacting [email protected]. Any agreement you have with your payment provider will govern your use of your Payment Method. You agree that we may accumulate charges incurred and submit them as one or more aggregate charges during or at the end of each billing cycle. You agree to receipt of this notice and authorize all payments outlined in our Paid Services Schedule, service orders or site materials.
We reserve the right to update pricing for our Paid Services or introduce new Paid Services. If a change to our Paid Service occurs, we will: 1) Provide 30 days notice of the pricing change, allowing you to opt-out of the new price and terminate the Service; 2) Provide no notice and keep your current Paid Services rate by not applying the new pricing schedule (“Legacy Pricing”). Sublytics at its sole discretion will determine the method used.
We may offer promotional periods (“Free Trial Period”) to grant access to our Paid Services without requiring payment as outlined in our Paid Services schedule. The trial period length is determined by Sublytics at its sole discretion. At any time during the trial period, Sublytics may terminate the account access and terminate our relationship. A trial period is not a guarantee of Service length and is offered only as a promotional, sales or marketing tool. After the trial period, you will be required to provide payment information. If a Payment Method is on file, you authorize us to use this Payment Method to charge for any Paid Services not discontinued after the promotional period as outlined in our Paid Services Schedule.
Your non-termination or continued use of a Paid Service reaffirms that we are authorized to charge your Payment Method for that Paid Service. We may submit those charges for payment and you will be responsible for such charges. This does not waive our right to seek payment directly from you. Your charges may be payable in advance, in arrears, per usage, or as otherwise described when you initially selected to use the Paid Service.
Non-Disclosure of Confidential Information
“Confidential Information” means any information disclosed by either party or its Representatives (as defined below) to the other party or its Representatives, either directly or indirectly, in writing, orally or by inspection of tangible objects (including without limitation documents, prototypes, samples, plant and equipment). Confidential Information shall include without limitation technical data, trade secrets and know-how, including, but not limited to, research, product plans, products, services, suppliers, customer lists and customers, prices and costs, markets, software, developments, inventions, laboratory notebooks, processes, formulas, technology, designs, drawings, engineering, hardware configuration information, marketing, licenses, finances, budgets and other business information, and the fact that the parties have entered into this agreement and are having any discussions with respect to a business relationship. Confidential Information may also include information disclosed to a disclosing party by third parties. Confidential Information shall not, however, include any information which (i) was publicly known and made generally available in the public domain prior to the time of disclosure by the disclosing party; (ii) becomes publicly known and made generally available after disclosure by the disclosing party to the receiving party through no action or inaction of the receiving party or its Representatives; (iii) is already in the possession of the receiving party at the time of disclosure by the disclosing party as shown by the receiving party’s files and records immediately prior to the time of disclosure; (iv) is obtained by the receiving party or its Representatives from a third party without a breach of such third party’s obligations of confidentiality; or (v) is independently developed by the receiving party without use of or reference to the disclosing party’s Confidential Information, as shown by documents and other competent evidence in the receiving party’s possession. The term “Representative” means, as to any person, such person’s affiliates and its and their respective directors, managers, members, officers, partners, employees, agents, representatives, advisors, controlling persons, consultants. As used in this Agreement, the term “person” shall be interpreted broadly to include, without limitation, any corporation, limited liability company, partnership, other business entity or individual.
Non-use and Non-disclosure. Each party, on behalf of itself and its Representatives, agrees not to use any Confidential Information of the other party for any purpose except to evaluate and engage in discussions concerning a potential business relationship or in the course of an existing business relationship between the parties. Each party, on behalf of itself and its Representatives, agrees not to disclose any Confidential Information of the other party to third parties or to such party’s Representatives, except such Representatives who receive the information with the disclosing party’s approval (which approval shall not be unreasonably withheld) in order to assist the receiving party in evaluating or engaging in discussions concerning the contemplated business relationship. Each party shall be responsible for any breach of this Agreement by its Representatives. Neither party shall reverse engineer, disassemble or decompile any prototypes, software or other tangible objects which embody the other party’s Confidential Information and which are provided to the party hereunder. Either party may disclose Confidential Information of the other if required by law or by court or governmental order or process; provided that, to the extent legally permitted, such party must first give the disclosing party prompt written notice of such requirement to permit the disclosing party to seek a protective order or other appropriate relief. In the event that such protective order or other remedy is not obtained, the receiving party or its Representatives shall disclose only that portion of the Confidential Information which the receiving party’s or its Representative’s counsel advises is legally required to be disclosed.
Maintenance of Confidentiality. Each party agrees that it shall take reasonable measures to protect the secrecy of and avoid disclosure and unauthorized use of the Confidential Information of the other party. Without limiting the foregoing, each party shall take at least those measures that it takes to protect its own most highly confidential information and shall ensure that its Representatives who have access to Confidential Information of the other party have signed a non- use and non-disclosure agreement in content substantially similar to the provisions hereof, prior to any disclosure of Confidential Information to such Representatives. Neither party shall make any copies of the Confidential Information of the other party unless the same are previously approved in writing by the other party. Each party shall reproduce the other party’s proprietary rights notices on any such approved copies, in the same manner in which such notices were set forth in or on the original.
Ownership of Work
ALL WORK PRODUCT IS THE PROPERTY OF SUBLYTICS, INCLUDING CUSTOM REQUESTS SUBMITTED BY YOU, AND IS INCORPORATED INTO THE PROPRIETARY PROPERTY WITH ALL RIGHTS BEING ASSIGNED TO SUBLYTICS. YOU ACKNOWLEDGE THAT ALL IDEAS, WORK PRODUCT, CUSTOM REQUESTS, FEATURE IMPROVEMENTS, PRODUCT RECOMMENDATIONS, OR ANY COMMUNICATION TO SUBLYTICS THAT RESULTS IN THE CONTINUED DEVELOPMENT OF A CURRENT PRODUCT OR SERVICE, OR THE DEVELOPMENT OF NEW PRODUCTS OR SERVICES, IS THE SOLE PROPERTY OF SUBLYTICS AND YOU WAIVE ANY RIGHT, INCLUDING THE RIGHT TO ARBITRATION, TO SEEK OWNERSHIP, ROYALTIES OR OTHER MONETARY OR NON-MONETARY CONSIDERATIONS.
You agree that, during the time you are a registered Service user, we may identify you as a customer of Sublytics using information including your company, product logo, name and/or other identifying information (including, without limitation, on the Site and in promotional materials).
In the event of termination, Sublytics will terminate access to its Services and provide a 15-day grace period of limited access to be used solely for migrating off the Service. Unless requested in writing prior to the grace period end date, at the end of this grace period all information associated with you will be removed indefinitely and all Services will end.
Limitation on Liability
IN NO EVENT SHALL SUBLYTICS, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, VENDORS OR SUPPLIERS BE LIABLE UNDER CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE OR ANY OTHER LEGAL THEORY WITH RESPECT TO THE APPLICATION: (I) FOR ANY LOST PROFITS OR SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER, EVEN IF FORESEEABLE, (II) FOR ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE (REGARDLESS OF THE SOURCE OF ORIGINATION), OR (III) FOR ANY DIRECT DAMAGES IN EXCESS OF (IN THE AGGREGATE) $100.00 (U.S.) (PROVIDED THAT, IF YOU ARE A PAYING USER OF THE SERVICE, SUCH AMOUNT SHALL BE CAPPED AT THE AMOUNTS PAID BY YOU TO SUBLYTICS DURING THE THREE (3) MONTH PERIOD IMMEDIATELY PRIOR TO THE DATE THE CAUSE OF ACTION ACCRUED). THE FOREGOING LIMITATIONS SHALL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.
THE SERVICE IS PROVIDED ON AN “AS IS” BASIS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. SUBLYTICS MAKES NO WARRANTY THAT (I) THE SERVICE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR (II) THE RESULTS OF USING THE SERVICE WILL MEET USER’S REQUIREMENTS. IN ADDITION, SUBLYTICS MAKES NO WARRANTY THAT ANY END USER DATA WILL BE TIMELY, ACCURATE OR COMPLETE. THE FOREGOING DISCLAIMERS SHALL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.