Client engages QuickSKU to perform integration services and related work, including any future work mutually agreed by the Parties (the "Services").
Client shall pay an agreed upon fee for integration services to Client's eCommerce store(s) and auxiliary systems. In the event of Client requesting any services from QuickSKU beyond those initial services, Client shall pay QuickSKU's mutually agreed upon hourly rates, set forth in writing signed by the Parties. Different service plans are offered based on number and size of integration services.
Depending on the service(s) purchased, Client will either pay QuickSKU up-front using credit card, or for on-going services Client will be charged monthly via credit card upon the activation of their account.
"Confidential Information" means the Parties’ (i) new, useful, applicable or other processes, machines, manufacturing, compositions, improvements, discoveries, scientific theories, mathematical methods, aesthetic creations, schemes, rules and methods for mental performance or business conduct, computer programs, other information presentations, other characteristics or aspects of patentable or trademark-eligible subject matter, or other trade secrets (whether or not able to be patented, trademarked, copyrighted, or included in any invention disclosures, patent, trademark or copyright applications, or granted or issued patents, trademarks or copyrights); (ii) financial information including financial statements, tax returns, and budget figures; (iii) product development and marketing information; and (iv) any other information expressly identified by either of the Parties as Confidential Information, including Confidential Information provided during the Services, in follow-up to the Services, or in any discussions, negotiations, or work preceding the Services.
(a) For purposes of this Section 4, "Owner" means either QuickSKU or Client, as discloser of Confidential Information to the other; and "Recipient" means either QuickSKU or Client, as receiver of Confidential Information from the other.
(b) Each of the Parties must hold Confidential Information in trust and confidence, using it only in connection with the Services and this Agreement, and disclosing it only to those of its directors, officers, employees and agents who (i) need to know the Confidential Information in connection with the Services and this Agreement and (ii) are bound by confidentiality obligations at least as restrictive as those of this Agreement.
(c) Recipient must safeguard Confidential Information with at least the same degree of care that it uses to protect its own similar information, and in no event less than a reasonable degree of care.
(d) Recipient has no obligation under this Section 4 for Confidential Information that Recipient can show (i) was in the public domain before Owner disclosed it to Recipient, (ii) came into the public domain through no fault of Recipient after Owner disclosed it to Recipient, (iii) was in Recipient’s possession free of any obligation of confidence before Owner disclosed it to Recipient, (iv) was rightfully communicated to Recipient free of any obligation of confidence after Owner disclosed it to Recipient, (v) was developed by employees or agents of Recipient independently of and without reference to any information Owner disclosed to Recipient, or (vi) was communicated by Owner to an unaffiliated third party free of any obligation of confidence.
(e) Recipient must notify Owner of any actual or suspected loss or unauthorized disclosure of Confidential Information.
(f) Upon Owner’s request, Recipient must either return Confidential Information or destroy it and certify its destruction to Owner.
"Intellectual Property" means any and all intellectual property and tangible embodiments thereof, including without limitation inventions, discoveries, designs, specifications, developments, methods, modifications, improvements, processes, know-how, show-how, techniques, algorithms, databases, computer software and code (including software and firmware listings, assemblers, applets, compilers, source code, object code, net lists, design tools, user interfaces, application programming interfaces, protocols, formats, documentation, annotations, comments, data, data structures, databases, data collections, system build software and instructions), mask works, formulae, techniques, supplier and customer lists, trade secrets, graphics or images, text, audio or visual works, materials that document design or design processes, or that document research or testing, schematics, diagrams, product specifications and other works of authorship. Intellectual Property Rights" means, collectively, all rights in, to and under patents, trade secret rights, copyrights, trademarks, service marks, trade dress and similar rights of any type under the laws of any governmental authority, including without limitation, all applications and registrations relating to the foregoing. "QuickSKU IP" means any and all Intellectual Property provided or made available to Client by QuickSKU. "Third Party Materials" means any and all intellectual property owned by a third party including, but not limited, to the intellectual property listed on any Statement of Work under "Third Party Materials." "Newly Developed IP" means, other than QuickSKU IP and Third Party Materials, any and all Intellectual Property that is incorporated into any Custom Development and/or that is necessary to provide, operate, support or maintain any Client Services. Allocation of Intellectual Property Rights.
(a) Rights in QuickSKU IP. QuickSKU IP and all rights therein, including any Intellectual Property Rights therein, shall be owned exclusively by QuickSKU. QuickSKU hereby grants to Client a limited, non-exclusive, non-sublicensable right and license to benefit from QuickSKU IP for the limited purposes set forth in the Statement of Work and any further statement of work mutually agreed by the Parties. Any and all derivative works of QuickSKU IP created by Client shall be owned by QuickSKU. Client agrees to assign and transfer to QuickSKU all right, title and interest in such derivative works.
(b) Third Party Materials. Unless otherwise specified in a Statement of Work, Client will not use any Third Party Materials in connection with the performance of Client Services without obtaining QuickSKU’ prior written consent.
(c) Rights in Newly Developed IP. QuickSKU will have the sole right to determine the treatment of any Newly Developed IP, including the right to keep the same as trade secrets, to prepare and execute patent applications thereon, to use and disclose the same without prior patent application, to file registrations for copyright or trademark thereon in its own name, or follow any other procedure that QuickSKU deems appropriate. Client agrees to cooperate fully with QuickSKU with respect to the procurement, maintenance and enforcement of Intellectual Property Rights in or related to Newly Developed IP.
QuickSKU is an independent contractor. This Agreement creates no relationship of employment, joint venture, or agency between the Parties. Nothing contained herein shall be deemed or construed to create any partnership or joint venture between Client and QuickSKU . All activities by QuickSKU , or its subcontractors, under the terms of this Agreement shall be carried on by QuickSKU , or its subcontractors, as an independent QuickSKU and not as an agent for or employee of Client. Unless elsewhere stated in this Agreement, QuickSKU shall have no authority to act on behalf of Client or to bind Client directly or indirectly. Under no circumstances shall any employee of QuickSKU or employee of its subcontractors be deemed or construed to be an employee of Client, nor shall QuickSKU and Client be deemed to be co-employers of any employee or subcontractor. Client shall not be liable for any injuries or damages incurred by QuickSKU, or its subcontractors, as a result of its activities in the performance of this Agreement. QuickSKU shall be solely responsible for payment of compensation to its personnel. QuickSKU shall pay and report, for all personnel assigned to Client’s work, federal and state income tax withholding, social security taxes, and unemployment insurance applicable to such personnel as employees of QuickSKU . QuickSKU shall bear sole responsibility for any health or disability insurance, retirement benefits, or other welfare or pension benefits, if any, to which such personnel may be entitled.
Notices under this Agreement must be emailed to the Parties at the addresses indicated on the contact page and from customer profile records.
Client understands and acknowledges that the performance of Client Services requires timely information from client related to functionality provided by QuickSKU, and Client Services are thus conditioned upon timely receipt of such information by QuickSKU. Client agrees that QuickSKU may identify Client as a QuickSKU customer and if mutually agreed upon in writing, QuickSKU may display the Client logo on QuickSKU’s "partners’ page" on the QuickSKU website. Client will reserve the right to review and approve any representation of the Client brand.
Neither of the Parties may assign this Agreement without the consent of the other, not to be unreasonably withheld, conditioned or delayed. The Agreement is binding on the Parties’ heirs, successors and assigns.
The term of the Agreement shall be monthly unless otherwise agreed upon between parties. Customers should contact their customer success representative regarding cancellation of contract and services.
This Agreement may be executed in counterparts, and signatures on facsimile and electronic versions of the Agreement are valid. Writings under this Agreement can be electronic, including exchange of emails showing agreement between the Parties.
The performance of the Parties under the Agreement shall be excused if rendered impracticable by forces outside their control, including changes in Amazon’s manner of operating. In such event, either of the Parties shall have the right to terminate the Agreement.
The Parties rights and obligations under Sections 4 and 5, concerning Confidentiality and Intellectual Property, shall survive the termination of the Agreement and shall continue for five years thereafter.
IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR CONSEQUENTIAL DAMAGES, LOST PROFITS, OR LOST DATA. IN NO EVENT SHALL THE MONETARY LIABILITY OF EITHER PARTY TO THE EITHER EXCEED THE AMOUNT OF FEES PAID DURING THE SIX MONTH PERIOD BEFORE SUCH LIABILITY ARISES.
This Agreement sets forth the full understanding of the Parties concerning the Services and supersedes all previous agreements, written or verbal, concerning the Services.