This SKYBAZAAR POS Data Upload Agreement (“Agreement”) is by and between Sky IT Group, LLC located at 345 7th Ave New York, NY 10001 (“Service Provider”) and Invited Retailer as defined below. Under this Agreement, Service Provider agrees to provide services to the Brand, which include collecting weekly Point of Sales (“POS”) and inventory data from the Brand's Invited Retailers across the globe and populating the data into a consolidated reporting application called SKYPAD, which is a hosted Software service between the Brand and the Service Provider (“Services”).
- “Brand” is defined as a subscriber to SKYPAD under a separate agreement and as a subscriber to SKYBAZAAR under this said Agreement
- “SKYPAD” is a proprietary application owned and maintained by the Service Provider, which is licensed to the Brand for the purpose of collecting and analyzing sales and inventory data from the Brand's retail partners.
- “SKYBAZAAR” is a supporting tool owned and created by the Service Provider that allows specific retailers invited by the Brand to upload their POS data directly into the Brand's SKYPAD application.
- “Invited Retailer(s)” are boutiques, franchise partners, specialty stores, and license partners that have a commercial relationship with the Brand and were invited by the Brand to upload the Brand’s product sales data.
Use of License: Service Provider will grant Brand’s Invited Retailers and the Invited Retailer’s appointed and approved employees’ a nonexclusive, nontransferable, nonsublicensable license to access and use SKYBAZAAR, in order to, upload their POS data exclusively for the Brand that invited them. The Invited Retailers will be given a complimentary user license to access SKYBAZAAR but will have no ownership and/or rights to the portal itself.
License Restrictions: The license granted in furtherance of this Agreement prohibits the Invited Retailer from (1) changing or otherwise making any derivative use of the Services; (2) using any data mining, robots or similar gathering or extraction methods; or (3) downloading any part of the Services or the content except as permitted by Service Provider.
Ownership: SKYPAD application and SKYBAZAAR supporting tools and all associated software and proprietary rights thereto are exclusively and solely owned by the Service Provider. Furthermore, the Invited Retailer grants SKYPAD permission to use the uploaded data for the purpose of using and applying the information onto the Brand's profile on SKYPAD.
Intellectual Property: It is understood that this Agreement shall not be construed as transferring to Invited Retailer the ownership of any and all of the patents, designs, inventions, trade secrets, trademarks or other intellectual property used and/or owned by Service Provider or any of their affiliate companies.
Use Submissions: Invited Retailer shall be solely responsible for the accuracy and completeness of the data uploaded, as well, as the legality of the information. Invited Retailer shall not submit any content that contains personally identifiable information or any kind of content that contains expressions of hate, abuse, offensive images or conduct, obscenity, pornography, sexually explicit or any material that could give rise to any civil or criminal liability under applicable law or regulations.
Waiver of Liability: Service Provider will not be liable or in any way held responsible for the data uploaded by the Invited Retailer onto SKYBAZAAR. Service Provider, its subsidiaries, affiliates, licensors, service providers, content providers, employees, agents, officers, and directors will not be liable for any direct, indirect, special (including so-called consequential damages), statutory, punitive, or exemplary damages arising out of or relating to this Agreement.
Termination: Either party may terminate this Agreement upon written notice to the other party. Upon termination, the Invited Retailer will no longer have access to SKYBAZAAR and the Brand will no longer be able to collect and view the data from the Invited Retailer.
Governing Law: This Agreement will be governed in all respects by the laws of the State of New York, without giving effect to principles of conflicts of laws. Each party knowingly and voluntarily submits to the exclusive jurisdiction of the state and federal courts located in the State of New York for the purposes of any action, suit, or other proceeding arising out of this Agreement. Each party knowingly and voluntarily waives any objection to the venue of any such action, suit, or proceeding.
Entire Agreement: This Agreement and any other Term of Use/Policy that is included on SKYBAZAAR shall constitute the entire agreement between the parties and supersedes all prior or contemporaneous negotiations, discussions, agreements, or understandings, whether written or oral, relating to the subject matter of this Agreement.
Amendments: No modification or amendment to this agreement shall be binding unless in writing and signed by both parties.
Indemnification. Invited Retailer agrees to indemnify and hold harmless Service Provider, its officers, directors, employees, agents, licensors, and suppliers, from and against any loss, liability, claim, demand, damages, costs and expenses, including reasonable attorneys’ fees, arising out of or in connection with: (a) data submission by Invited Retailer; (b) Invited Retailer’s conduct in connection with the Services, and; (c) any violation of the terms provided hereunder.