Terms of Service

(last updated April 15, 2024)

Welcome to SKU IQ. We developed this service to make it easy for you to become an omnichannel retailer and manage both your in-store and online channels as one. We hope this will free you up to focus on your own product or service, rather than the technology behind it.

SKU IQ is a product that is owned and operated by o2oCommerce Inc d/b/a SKU IQ (“o2oCommerce”). The Terms and Conditions below (the “Terms”) govern your access to and use of the SKU IQ services operated through the SKU IQ website at www.skuiq.com, app.skuiq.com and any other web and software properties owned or controlled by o2oCommerce (collectively, the “Service”). By registering for an account, providing a valid credit card, and/or using the Service, you agree to be bound by the Terms.

o2oCommerce reserves the right to update and change the Terms from time to time without notice. Any new features that augment or enhance the Service, including the release of new tools and resources, shall be subject to the Terms. Continued use of the Service after any such changes shall constitute your consent to such changes. You can review the most current version of the Terms at any time at https://www.skuiq.com/terms/.

 

IF YOU DO NOT ACCEPT THESE TERMS, THEN YOU MAY NOT USE THE SERVICE.

Violation of any of the Terms will result in the termination of your account. You agree to use the Service at your own risk.

1. Eligibility & Account Creation

In order to use the Service, you must be the age of majority in your country and fully competent to understand and agree to the Terms. You may not use any part of the Service if you are under the age of majority, or if you have previously been removed from any part of the Service. You hereby represent and warrant to us that: (i) you have all requisite right, power, and authority to enter into these Terms and perform your obligations and grant the rights, licenses, and authorizations you grant hereunder; (ii) you and all of your subcontractors, agents, and employees will comply with all applicable laws in the performance of your obligations and exercise of your rights under these Terms; and (iii) you will not use the Service for any purpose other than as contemplated herein. If you are using or opening an account on the Service on behalf of a retailer (“Retailer”), then you represent and warrant that you are an authorized representative of that Retailer with the authority to bind such Retailer to the Terms, and you hereby agree on behalf of such Retailer to be bound by the Terms. In such a case, references to “you” in these Terms will apply to you, your Retailer, and any other individual user authorized to use the Service on behalf of such Retailer.

 

During the creation of your account, you must provide a valid email address and any other information requested to complete the signup process (“Login Credentials”). You are solely responsible for maintaining the security of your Login Credentials and account. You agree to protect your account by guarding your Login Credentials, and to change them as soon as possible if you believe their security has been compromised. You may not disclose your Login Credentials to any third party (other than third parties authorized by you to use your account in accordance with these Terms) and are solely responsible for any use of or action taken using your Login Credentials. You also agree to notify o2oCommerce immediately if you believe your account has been used without your authorization. o2oCommerce cannot and will not be liable for any loss or damage from your failure to comply with this security obligation.

2. Your Responsibilities

You are responsible for all content posted and activity that occurs under your account (even when content is posted by others who have access to your account). You may not use the Service for any illegal or unauthorized purpose. You must not, in the use of the Service, violate any laws in your jurisdiction (including but not limited to copyright laws).

In connection with your use of the Service, you hereby authorize and grant o2oCommerce a worldwide, nonexclusive, royalty free, fully paid, sublicensable, transferable right and license to store, index, and reproduce your trademarks and logos (“Marks”) and other content you provide through the Service for display (i) on the Service and (ii) through third-party syndication partners, including social media services (Twitter, Pinterest, Facebook, etc.). We claim no other intellectual property rights over the material you provide through the Service. Your Marks, profile, and materials uploaded remain yours. o2oCommerce does not pre-screen content, but o2oCommerce and its designee have the right (but not the obligation) in their sole discretion to refuse or remove any content that is available via the Service.

Unless provided otherwise elsewhere in these Terms, you are solely responsible for all customer service issues relating to your use of the Service (including pricing, item information, and availability), order fulfillment and shipping and handling, order cancellation by you or a customer of yours, returns, refunds and adjustments, and feedback concerning experiences with your personnel, policies, or processes. In performing customer service, you will always present yourself as a separate entity from us. We may communicate with you via email, phone, text message, and any other similar technology for purposes relating to your account, or any other service we provide to you.

3. Billing

You agree to pay all fees applicable to your Service subscription. Except as otherwise specified herein, (i) fees are based on Service subscriptions purchased and not actual usage, (ii) payment obligations are non-cancelable and fees paid are non-refundable, and (iii) the plan level purchased cannot be decreased during the relevant subscription term.

Valid and updated credit card information is required for paid Service subscription accounts. If you initially register for a free trial account, and you do not activate your paid subscription by the end of the trial period by providing a valid credit card and plan selection, your account may be suspended, deleted, or deactivated and remain so until you explicitly activate your subscription.  If you provide credit card information to o2oCommerce, you authorize us to charge such credit card for all Services for the initial subscription term and any renewal subscription term(s). You are responsible for providing complete and accurate billing and contact information to o2oCommerce and notifying us of any changes to such information.

The Service is billed and paid in advance on a monthly or annual basis in accordance with your plan selection. If any amount due is not received by o2oCommerce by the applicable due date, then without limiting o2oCommerce’s rights or remedies, (a) those charges may accrue late interest at the rate of 1.5% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower, and/or (b) o2oCommerce may condition future subscription renewals on shorter payment terms. All fees are exclusive of any applicable taxes, levies, duties, or similar governmental assessments of any nature, including, for example, value-added, sales, use or withholding taxes, assessable by any jurisdiction whatsoever (collectively, “Taxes”). You shall be responsible for the payment of all such Taxes associated with purchases hereunder.

 If o2oCommerce has the legal obligation to pay or collect Taxes for which you are responsible under this section, o2oCommerce will invoice you and you will pay that amount unless you provide o2oCommerce with a valid tax exemption certificate authorized by the appropriate taxing authority. For clarity, o2oCommerce is solely responsible for taxes assessable against it based on its income, property, and employees.

Plan Tier Limits:

The Service is designed to meet your needs, even if you exceed the usage limits of your subscription plan tier. In other words, there is no technical limitation on your use of the Service, so it is your responsibility to use the Service within your plan tier limits.

If you exceed your current plan tier limits, including but not limited to orders, locations, or other limits, o2oCommerce may automatically upgrade your account to the next applicable plan tier based on your use of the Service (mid-term or at your next subscription term cycle) and charge your credit card on file for the difference between your existing plan and your new plan (prorated for the remainder of the applicable subscription term, with credit for any prepaid amount applicable to your existing plan). You will be notified via the primary account holder email on file. If you have purchased your subscription through a third party, such as a platform marketplace, o2oCommerce will deliver an email to the primary account holder email with instructions (1) to upgrade your plan through your provider’s administration console and (2) to deliver confirmation to o2oCommerce of your upgrade. Failure to upgrade your plan within the designated period may result in suspension and/or termination of your account.  o2oCommerce is not responsible for any impacts of service interruption due to your failure to properly upgrade your subscription and pay the applicable upgrade fee.

Please note that these upgrade/downgrade processes are subject to o2oCommerce’s sole discretion and may be modified or terminated at any time without prior notice. It is your responsibility to review and comply with any upgrade notices and to ensure that your plan aligns with your usage requirements.

Delinquency and Nonpayment:

In the event of account delinquency, o2oCommerce will make reasonable attempts to retry the charges until payment is collected. However, if o2oCommerce is unable to collect the outstanding amount and has exhausted reasonable attempts to do so, o2oCommerce reserves the right to suspend access and/or cancel the account at its discretion due to nonpayment.

For accounts billed directly by o2oCommerce, if the delinquent account remains unresolved, o2oCommerce may proceed with suspending access and/or canceling the account. The determination of when o2oCommerce has ‘exhausted’ attempts to collect the outstanding payment shall be made at o2oCommerce’s sole discretion, however o2oCommerce will not exercise its rights under the suspension or cancelation rights if you are disputing the applicable charges reasonably and in good faith and are cooperating diligently to resolve the dispute.

In the case you are billed through a third-party partner, such as a platform marketplace, o2oCommerce is unable to directly cancel the account. Therefore, o2oCommerce may disconnect the account as it cannot exercise direct cancellation authority. It remains your responsibility to address the delinquency and resolve payment issues with the third party from whom you purchased the subscription.

Please note that delinquency and nonpayment may result in the suspension or termination of access to the Service, as well as the loss of data, content, and features associated with the account. o2oCommerce shall not be held liable for any such loss arising from delinquency or nonpayment.

It is the customer’s responsibility to maintain up-to-date and accurate billing information and to promptly address any payment issues to avoid account delinquency and potential service disruption.

For more information about how we treat the information you provide to us, you may review our Privacy Policy, which is incorporated in these Terms by reference.

4. Cancellation & Termination

The term of each subscription commences upon account registration and submission of valid credit card information. Subscriptions will automatically renew for additional monthly or annual terms, depending on the existing plan, unless (1) o2oCommerce gives you notice at least 30 days before the end of the relevant subscription term, or (2) you cancel in accordance with the cancellation terms set forth below. Renewal of promotional or one-time priced subscriptions will be at o2oCommerce’s applicable list price in effect at the time of the applicable renewal. Notwithstanding anything to the contrary, any renewal in which subscription volume or subscription length for any Service has decreased from the prior term may result in re-pricing at renewal without regard to the prior term’s per-unit pricing.

To cancel your subscription to the Service, you must complete the cancellation form to initiate a cancellation request. Upon initiating a cancellation request, o2oCommerce may seek further details regarding the reason for cancellation. Once a reason is provided or o2oCommerce has exhausted attempts to contact you for additional information, o2oCommerce will disconnect your account and process the cancellation.

For users billed directly by o2oCommerce, the active subscription will be canceled at the end of the prepaid period, and you will not be charged again.

For users billed for our Services by a third-party partner of o2oCommerce, such as a platform marketplace, it is your responsibility to uninstall SKU IQ and take any appropriate steps to cancel future billing through such third party. o2oCommerce cannot directly cancel third-party billing on your behalf.

Once an account is terminated, o2oCommerce retains the right to delete data at its discretion, and we cannot guarantee the recovery of any data.

It is your responsibility to ensure that you have a copy of any data you wish to retain prior to canceling the account.

o2oCommerce, in its sole discretion, has the right to suspend or terminate your account and refuse all current or future use of the Service, or any other o2oCommerce service, for any reason at any time. Such termination of the Service will result in the deactivation or deletion of your account or your access to your account, and the forfeiture and relinquishment of all content in your account. o2oCommerce reserves the right to refuse service to anyone for any reason at any time.

5. Modification to the Service & Prices

o2oCommerce reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Service (or any part thereof) with or without notice.

Prices of all services, including but not limited to monthly and annual subscription plan fees for the Service, are subject to change upon 30 days’ notice from us. Such notice may be provided at any time by posting the changes to the o2oCommerce sites https://www.skuiq.com or https://app.skuiq.com, via an email from us, or the Service itself.

o2oCommerce shall not be liable to you or to any third party for any modification, price change, suspension, or discontinuance of the Service.

6. General Conditions

Your use of the Service is at your sole risk. The service is provided on an “as is” and “as available” basis.

Technical support availability may vary based on your plan tier. Support is provided to paying account holders and can be accessed via email at support@skuiq.com and through the support link available at https://lp.skuiq.com/support. Please refer to your plan details for information regarding the level of support available to you.

You understand that o2oCommerce uses third-party vendors and hosting partners to provide the necessary hardware, software, networking, storage, and related technology required to run the Service. Please see our Privacy Policy for how we protect your data.

You must not modify, adapt, or hack the Service or modify another website to falsely imply that it is associated with the Service, o2oCommerce, or any other o2oCommerce service.

You agree not to reproduce, duplicate, copy, sell, resell, or exploit any portion of the Service, use of the Service, or access to the Service without the express written permission by o2oCommerce.

We may, but have no obligation to, remove content and accounts containing content that we determine in our sole discretion are unlawful, offensive, threatening, libelous, defamatory, pornographic, obscene, or otherwise objectionable or violates any party’s intellectual property or these Terms.

Verbal, physical, written, or other abuse (including threats of abuse or retribution) of any o2oCommerce customer, employee, member, or officer will result in immediate account termination at our sole discretion.

You understand that the technical processing and transmission of the Service, including your content, may be transferred unencrypted and involve (a) transmissions over various networks and (b) changes to conform and adapt to technical requirements of connecting networks or devices.

You must not upload, post, host, or transmit unsolicited email, SMSs, or “spam” messages.

You must not transmit any worms or viruses or any code of a destructive nature.

If your usage significantly exceeds the average bandwidth usage (as determined solely by o2oCommerce) of other o2oCommerce customers, we reserve the right to immediately disable your account or throttle your account until you can reduce your bandwidth consumption.

o2oCommerce  does not warrant that (i) the Service will meet your specific requirements, (ii) the Service will be uninterrupted, timely, secure, or error-free, (iii) the results that may be obtained from the use of the Service will be accurate or reliable, (iv) the quality of any products, services, information, or other material purchased or obtained by you through the Service will meet your expectations, and (v) any errors in the Service will be corrected.

You expressly understand and agree that o2oCommerce  shall not be liable for any direct, indirect, incidental, special, consequential or exemplary damages, including but not limited to, damages for loss of profits, goodwill, use, data or other intangible losses (even if o2oCommerce  has been advised of the possibility of such damages), resulting from: (i) the use or the inability to use the Service; (ii) the cost of procurement of substitute goods and services resulting from any goods, data, information or services purchased or obtained or messages received or transactions entered into through or from the Service; (iii) unauthorized access to or alteration of your transmissions or data; (iv) statements or conduct of any third party on the Service; (v) or any other matter relating to the Service.

The failure of o2oCommerce to exercise or enforce any right or provision of the Terms shall not constitute a waiver of such right or provision. The Terms constitutes the entire agreement between you and o2oCommerce and govern your use of the Service, superseding any prior agreements between you and o2oCommerce (including, but not limited to, any prior versions of the Terms).

Questions about the Terms should be sent to support@skuiq.com.

7. Indemnity

You agree to defend, indemnify, and hold harmless o2oCommerce (and its respective officers, directors, employees, and agents) from and against any claims, liabilities, damages, losses, and expenses, including without limitation reasonable legal and accounting fees, arising out of or connected with: (i) your access to or use, misuse, or abuse of the Service; (ii) any actual or alleged breach of your representations, warranties, or obligations set forth in the Terms; (iii) your web properties, the items you sell, any content, Marks, or materials you provide, the advertisement, offer, sale or return of any items you sell; (iv) any actual or alleged infringement of any intellectual property or proprietary rights by any items you sell or content you provide; or (v) taxes owed by you or the collection, payment or your failure to collect or pay taxes on sales to your customers. You will use counsel reasonably satisfactory to us to defend each indemnified claim. If at any time we reasonably determine that any indemnified claim might adversely affect us, we may take control of the defense at our expense. You may not consent to the entry of any judgment or enter into any settlement of a claim without our prior written consent, which may not be unreasonably withheld.

8. No Warranties

AS SPECIFIED IN THE TERMS, THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS-AVAILABLE” BASIS, WITHOUT WARRANTY OF ANY KIND, EXPRESS, STATUTORY, OR IMPLIED, INCLUDING, BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY OR ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE PRACTICE. RETAILER FURTHER ACKNOWLEDGES THAT o2oCommerce DOES NOT WARRANT THAT: (I) THE OPERATION OF THE SERVICE WILL BE UNINTERRUPTED OR ERROR FREE; (II) FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; (III) THE SERVICE IS NOT VULNERABLE TO FRAUD OR UNAUTHORIZED USE; (IV) USE OF THE SERVICE WILL RESULT IN ANY SALES OR REVENUE OR OTHER BENEFIT TO YOU; OR (V) THE FEATURES, CATEGORIES, OR FUNCTIONALITIES OF THE SERVICE WILL BE AVAILABLE AT ANY TIME IN THE FUTURE. ALL UNIFORM COMMERCIAL CODE WARRANTIES ARE EXPRESSLY DISCLAIMED BY THE PARTIES.

9. Limitation of Liability

YOU EXPRESSLY UNDERSTAND AND AGREE THAT o2oCommerce INC SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR SPECIAL DAMAGES, ARISING OUT OF OR RELATED TO THESE TERMS INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, BUSINESS INTERRUPTION, LOSS OF DATE, USE, INFORMATION OR OTHER INTANGIBLE LOSSES, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS SECTION SHALL NOT APPLY TO EITHER PARTY’S (A) ABILITY TO OBTAIN INJUNCTIVE OR OTHER EQUITABLE RELIEF; AND (B) AMOUNTS PAYABLE TO THIRD PARTIES ARISING OUT OF INDEMNIFICATION OBLIGATIONS UNDER SECTION 7. YOU AGREE THAT o2oCommerce’s AGGREGATE LIABILITY TO YOU FOR ALL CLAIMS ARISING FROM THE USE OF THE SITE OR THE SERVICE IS LIMITED TO THE FEES PAID TO o2oCommerce BY YOU FOR THE RELEVANT SERVICE IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE ACTION GIVING RISE TO SUCH LIABILITY.

10. Force Majeure

We will not be liable for any delay or failure to perform any of our obligations under these Terms by reasons, events, or other matters beyond our reasonable control.

11. Notices

Except as explicitly stated otherwise, legal notices shall be served on you at either the physical or email address you provide to o2oCommerce during the registration process (in your case) or on o2oCommerce via registered mail sent to:

o2oCommerce, Inc. (DBA SKU IQ)
1480 Moraga Rd, Suite C-415
Moraga, CA 94556-2005

Notice by email shall be deemed given 24 hours after the email is sent, unless o2oCommerce is notified that the email address is invalid. Notice given by mail shall be deemed given three days after the date of mailing.

12. No Agency

No agency, partnership, joint venture, employer-employee, or franchiser-franchisee relationship is intended or created by the Terms. o2oCommerce is not your agent, fiduciary, trustee, or representative. Nothing expressed or mentioned in or implied from the Terms is intended or shall be construed to give to any person other than the parties hereto any legal or equitable right, remedy, or claim under or with respect to the Terms. The Terms and all the representations, warranties, covenants, conditions, and provisions hereof are intended to be and are for the sole and exclusive benefit of o2oCommerce and you.

13. Miscellaneous

These Terms and the rights and obligations hereunder are not transferable or assignable by either party without the prior written consent of the other party, provided, however, that either party may assign these Terms in whole as part of a reorganization, reincorporation, merger, or sale of substantially all of such party’s assets upon written notice to the other party. Any assignment in violation of the foregoing shall be null and void. Subject to the foregoing, these Terms shall inure to the benefit of and be binding upon the parties and their respective successors and permitted assigns. No waiver or modification of these Terms shall be valid unless in writing signed by each party. The waiver of a breach of any term hereof shall in no way be construed as a waiver of any other term or breach hereof. If any provision of these Terms is held to be unenforceable, such provision shall be reformed only to the extent necessary to make it enforceable. These Terms shall be governed by and interpreted in accordance with the law of the State of California in the United States applicable to agreements entered and to be performed wholly in California. The parties agree to submit to the venue and jurisdiction of the City and County of San Francisco or the Northern District of California. The parties agree that the application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded. These Terms contain the complete agreement between the parties with respect to the subject matter hereof, and supersedes all prior or contemporaneous agreements or understandings, whether oral or written.