Supplier Terms of Use for Easy Global Data Pool

Attribytes has established a GS1 certified data pool under the name Easy Global™ Data Pool which meets GS1 standards and is authorized and capable of exchanging supplier data describing its products (“Product Content”) and Supplier contact information on the Global Data Synchronization Network (“GDSN”). The Easy Global™ Data Pool may be used in conjunction with Attribytes’ web-based collaboration platform (the “Platform”).

These Supplier Terms of Use for the Easy Global™ Data Pool (“Terms”) are binding You, your company and Attribytes, Inc. (“Attribytes”).

Attribytes may change these Terms at any time, by modifying, adding new Terms, or removing existing Terms. The most current version of these Supplier Terms of Use can be accessed at www.attribytes.com, however, Attribytes will provide You notice of an update to these Terms each and every time there is a material change to the Terms. By continuing to access the Easy Global™ Data Pool, You accept any changes to the Terms.

  1. License to Attribytes Easy Global™ Data Pool
    1. Attribytes grants to You a non-exclusive, non-transferable, non-sublicensable license to use the Easy Global™ Data Pool.
    2. You may connect to the Easy Global™ Data Pool for Product Content upload using email, manually entering the data at attribytes.com, or a machine-to-machine connection authorized by Attribytes, however You may not attempt to access the Easy Global™ Data Pool by any other means. In particular, You are prohibited from scraping, crawling, data-mining, or using any robot, spider, or other automatic device to send queries to Attribytes’ servers or the Easy Global™ Data Pool. You may not use Attribytes to compile data or images for use by any commercial entity.
    3. You agree not to disassemble, decompile or otherwise reverse engineer any part of the Easy Global™ Data Pool or to allow or assist any third party to do so.
    4. You agree not to disrupt, modify or interfere with the Easy Global™ Data Pool or its associated software, hardware, or servers in any way that would cause the Easy Global™ Data Pool to become inoperable or otherwise incapable of being used in the full matter for which it was designed. You agree not to impede or interfere with others’ use of the Easy Global™ Data Pool. You further agree not to alter or tamper with any information or materials on or associated with the Easy Global™ Data Pool.  
  1. Supplier Data
    1. You shall promptly update any missing, incorrect, or incomplete Product Content displayed by the Easy Global™ Data Pool.
    2. You shall at all times supply accurate Product Content.
    3. You hereby grant to Attribytes a non-exclusive, non-transferable, non-sublicensable license to use, copy, display, distribute, modify and prepare derivative works of the Product Content for the purpose of implementing the Easy Global™ Data Pool and the Attribytes Platform.
  1. Marketing

You will inform your distributors and brokers that you use the Easy Global™ Data Pool.

  1. Password Access
    1. Access to the Easy Global™ Data Pool is permitted by password only. Attribytes will provide one (1) password to You for you to access the Easy Global™ Data Pool and only one person at a time may access the Easy Global™ Data Pool using that password. Attribytes may supply additional passwords at additional cost to You under a separate agreement.
    2. You shall be responsible for the use of the password(s). Misuse of any password or the Easy Global™ Data Pool, as determined by Attribytes in its sole discretion, shall be considered a material breach of these Terms.
    3. Any unauthorized use of the Easy Global™ Data Pool accessed with Your password by any third party is subject to these Terms as though You were using the Account.
  1. Intellectual Property Rights
    1. To the extent You own the Product Content that is supplied to Attribytes, you retain such ownership subject to the license granted in the Supplier Data section above.
    2. Attribytes is the sole owner of the Easy Global™ Data Pool, the Attribytes Reports published using the Easy Global™ Data Pool, and all intellectual property rights therein.
    3. Certain software components, each of which has its own copyright and its own applicable license conditions (“Third Party Software”), may be used by Attribytes under license from the third party in order to provide the Easy Global™ Data Pool. You acquire no rights to such Third Party Software other than those granted herein that are necessary to provide the Easy Global™ Data Pool. NO REPRESENTATIONS, WARRANTIES OR OTHER COMMITMENTS OF ANY KIND ARE MADE BY ATTRIBYTES REGARDING SUCH THIRD PARTY SOFTWARE.
  1. Confidentiality

You are entirely responsible for maintaining the confidentiality of your password(s) and for any and all activity that occurs under your passwords(s), whether authorized by You or not. You agree to notify Attribytes immediately of any unauthorized use of your password, or any other breach of security.

  1. Privacy
    1. We collect certain information from the Supplier Engagement Profile, including your name, telephone number, and email address, (“Contact Information”). We will not share Contact Information you provide with any third party, except:
      1. We may provide information in response to any valid legal process, such as subpoenas and court orders, or to establish or exercise its legal rights or defend against legal claims.
      2. We may use your Contact Information to contact you about the Easy Global™ Data Pool and products sold or otherwise provided by Attribytes.
    2. We use third parties to provide the necessary hardware, software, networking, storage, and related technology required to run the Easy Global™ Data Pool. We are not responsible for the privacy policies of third party providers and WE DISCLAIM ALL LIABILITY ARISING FROM ANY ACTION OF ANY THIRD-PARTY PROVIDER.
    3. We and third parties automatically collect information from your browser when you use the Easy Global™ Data Pool. This information may include your IP address, your browser type and language, access times, cookies, and the referring website address.
  1. Termination
    1. Attribytes may suspend Your access to the Easy Global™ Data Pool without notice to you if Attribytes, in its sole discretion, believes You are in material breach of these Terms.
    2. Attribytes may terminate your access to the Easy Global™ Data Pool if you are in material breach of these Terms and You fail to cure such breach within thirty (30) days following receipt of written notice thereof.
  1. No Warranties; Limitation of Liability.
    1. The Easy Global™ Data Pool is provided “AS IS.” TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ATTRIBYTES DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES TO YOU OF ANY KIND, WHETHER EXPRESS OR IMPLIED, RELATING TO THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT.
    2. To the maximum extent permitted by applicable law in no event will Attribytes be liable, whether in contract, tort (including negligence), strict liability or otherwise, for any indirect, special, punitive, exemplary, incidental or consequential damages in connection with these Terms or use of the Easy Global™ Data Pool including, without limitation, lost business or lost profits, whether foreseeable or not, even if the Attribytes has been advised of the possibility of such damages.
  1. Indemnity

Each party will indemnify, defend, and hold the other party and its officers, directors, employees, shareholders, agents, affiliates, partners and suppliers harmless from and against all third-party claims, liabilities, damages, debts, losses, settlements, costs and expenses (including reasonable attorneys’ fees and expenses) arising out of the indemnifying party’s breach of this Agreement, except to the extent arising out of the negligence, breach of contract or violation of law of the indemnified party.

  1. Other Terms
    1. You agree that Attribytes can provide You notice by sending You electronic notices to the e-mail address that You provided to Attribytes at signup or by displaying the notice on Attribytes.com. You agree that all notices, agreements, disclosures, and other communications that we provide to You electronically satisfy any legal requirement that such communications be in writing.
    2. Independent Contractors. The relationship between You and Attribytes created by this Agreement shall be that of independent contractors. Nothing contained in this Agreement shall be construed as constituting a joint venture, partnership or agency between You and Attribytes. Except as permitted in these Terms, You do not acquire any right or benefit by reason of anything contained in these Terms or use of the Easy Global™ Data Pool.
    3. None of the terms of these Terms will be deemed to be waived or modified except by an express Agreement in writing signed by both parties. The failure of Attribytes in enforcing any of its rights under these Terms will not be deemed a continuing waiver or modification by Attribytes of any of its rights under these Terms.
    4. To the maximum extent permitted by applicable law, if any provision of these Terms is held by a court to be illegal, invalid or unenforceable, the legality, validity and enforceability of the remaining provisions of these Terms will not be affected and those provisions will remain in full force and effect.
    5. Force Majeure. Neither party will be deemed in default of any provision of these Terms to the extent that its performance is delayed or prevented by any event reasonably beyond the control of such party, including without limitation, war, hostilities, revolution, riot, civil commotion or embargo; national emergency; strike or lockout; unavailability of supplies; loss or impairment of hosting, network or other third-party service; epidemic, fire, flood, earthquake, force of nature; explosion; any Act of God; or any law, regulatory requirement, or other act or order of any court, government or governmental agency. 
    6. Governing Law. This Agreement shall be governed in all respects by the laws of the United States and the State of Delaware, except for conflict of laws provisions. The parties agree that for any dispute, controversy or claim arising out of or in connection with these Terms, venue and personal jurisdiction shall be (1) if brought by You, in the federal, state or local court with competent jurisdiction located in Maricopa County, Arizona and (2) if brought by Attribytes, in the federal, state or local court with competent jurisdiction located in Tarrant County, Texas. The prevailing party shall be awarded reasonable costs and attorney’s fees.
    7. Entire Agreement. These Terms, and if signed by You, the License Agreement and any other documents referenced in the License Agreement, constitute the entire agreement between You and Attribytes and supersedes all prior discussions and agreements between the parties with respect to the subject matter hereof. To the extent any terms and conditions of these Terms conflict with the terms and conditions of the License Agreement and any other documents referenced in the License Agreement, the terms of the License Agreement shall control.