Terms and Conditions

Description of the Service. The Feedvisor service (the “Service”) is an automated cloud-based algorithmic repricing, business intelligence and advertising solutions platform for sellers, brands, and retailers on e-commerce marketplaces, webstores, platforms and service/software applications such as but not limited to the “Amazon marketplace”, the “Walmart marketplace”, the “Ebay marketplace” or the “Shopify webstore” (each, an “e-commerce channel”). The Service is limited to the e-commerce channels listed on our website at www.Feedvisor.com (together with its sub-domains, the “Site”). The e-commerce channels listed on the Site may be modified by us in our sole discretion, with or without notice, at any time. If you use the Service to interact with an e-commerce channel that we have permanently removed, you may terminate these Terms & Conditions in accordance with Section 7.3(ii) below. Your continued receipt and use of the Service following the removal of an e-commerce channel listed on the Site shall conclusively demonstrate your acceptance of such removal. The Service may also include (i) consulting services consisting of professional advice and support or specific customized projects, available for each Plan (“Consulting Services”), and (ii) managed services consisting of the outsourcing of certain processes and services (“Managed Services”). The Service shall include any additional services we agree to provide you during the Term (as defined below) pursuant to these Terms and Conditions. For clarity, if you have registered for a free trial, you will be entitled to use only those tools and functionalities offered by Feedvisor under the free trial from time to time.

Software-As-A-Service. The Service is made available to you on a software-as-a-service (SaaS) basis through a web portal on our Site and includes: (i) the software that you access via the Site; (ii) the features and functionality made available or provided to you by Feedvisor in connection with the Service; and (iii) the content, text, documents, graphics, photos, sounds, videos, interactive features, trademarks, service marks and logos, contained in or made available through the Service. The Service may be modified by us in our sole discretion, with or without notice, at any time. If we have modified the Service in a manner that materially reduces the value you obtain from the Service (e.g., by removing specific functionality without replacing it with substantially similar or improved functionality) then you may terminate these Terms & Conditions in accordance with Section 7.3(ii) below. Your continued receipt and use of the Service following the modification to the Service shall conclusively demonstrate your acceptance of such modification.

Subscription to the Service. Subject to your compliance with these Terms & Conditions and the Order Form (if applicable), and payment of all applicable Fees (as defined below) (if applicable), Feedvisor hereby grants you, and you hereby accept, solely during the Term, a limited, non-exclusive, non-transferable, non-sublicensable, and fully revocable right and license to access and use the Service for your internal purposes only.

Restrictions on Use. All rights not expressly granted to you are reserved by Feedvisor and its licensors. You must not, and shall not allow any End User (as defined below) or third party to: (i) circumvent, disable or otherwise interfere with security-related features of the Service or features that prevent or restrict use or copying of any content or that enforce limitations on use of the Service; (ii) allow any third party to use the Service; (iii) give, sell, rent, lease or timeshare the Service or use it in any service bureau arrangement; (iv) reverse engineer, decompile or disassemble the Service or any components thereof; (v) use the Service to develop a competing service or product; (vi) use any robot, spider, scraper, or other automated means to access the Service; (vii) take any action that imposes or may impose an unreasonable or disproportionately large load on the Service or the Feedvisor infrastructure (as determined by Feedvisor in its sole discretion); (viii) interfere or attempt to interfere with the integrity or proper working of the Service, or any related activities; (ix) make copies of the Service, or copy any ideas, features, functions or graphics of the Service; (x) modify or create a derivative work of the Service, or any part thereof; (xi) reproduce, remove, deface, obscure, or alter Feedvisor’s or any third party’s copyright notices, patents, trademarks, or other proprietary rights affixed to or provided as part of the Service, or use or display logos of the Service differing from those of Feedvisor; and/or (xii) use the Service in any unlawful manner or in breach of these Terms & Conditions. Without limiting the foregoing, you may not use the Service to: (a) send spam or otherwise duplicative or unsolicited messages in violation of applicable laws; (b) send or store infringing, obscene, threatening, libelous, or otherwise unlawful or tortious material, including material harmful to children or which violates third party privacy rights; (c) send or store material containing viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs; (d) interfere with or disrupt the integrity or performance of the Service; or (e) attempt to gain unauthorized access to the Service.

Account. In order to use the Service, you have to create an account (“Account”). You must not allow anyone other than yourself or an authorized employee or agent acting on your behalf (each, an “End User”) to access and use your Account. You acknowledge and agree: (i) to provide accurate and complete Account and login information; (ii) to keep, and ensure that End Users keep all Account login details and passwords secure at all times; (iii) you remain solely responsible and liable for the activity that occurs in connection with your Account, (iv) that the Account login details may only be used by End Users; and (v) to promptly notify Feedvisor in writing if you become aware of any unauthorized access or use of your Account or the Service. You may use the Service tools to disable and enable certain Service features or activities at any time.

Free Trials. If You have registered for a free trial, Feedvisor will make the applicable Service(s) available to You on a trial basis free of charge until the earlier of (a) the end of the free trial period for which you registered, or (b) the start date of any non-free Service subscriptions ordered by you for such Service(s), or (c) termination by Feedvisor in its sole discretion. Additional trial terms and conditions may appear on the trial registration web page and are incorporated herein by reference.

UNLESS YOU PURCHASE A SUBSCRIPTION TO THE SAME SERVICES AS THOSE COVERED BY THE TRIAL OR APPLICABLE UPGRADED SERVICES, ANY DATA ENTERED INTO THE SERVICES, AND ANY CUSTOMIZATIONS MADE TO THE SERVICES DURING YOUR FREE TRIAL WILL BE PERMANENTLY LOST UNLESS YOU EXPORT SUCH DATA. WE RESERVE THE RIGHT TO PREVENT AND/OR LIMIT YOU FROM TRANSFERING DATA ENTERED OR CUSTOMIZATIONS MADE DURING THE FREE TRIAL TO A SERVICE THAT WOULD BE A DOWNGRADE FROM THAT COVERED BY THE TRIAL. IF YOU PURCHASE A SERVICE THAT WOULD BE A DOWNGRADE FROM THAT COVERED BY THE TRIAL, YOU SHOULD EXPORT CUSTOMER DATA BEFORE THE END OF THE TRIAL PERIOD TO AVOID CUSTOMER DATA BEING PERMANENTLY LOST.

NOTWITHSTANDING THE REPRESENTATIONS AND WARRANTIES CONTAINED HEREIN AND INDEMNIFICATION OBLIGATIONS, DURING THE FREE TRIAL THE SERVICES ARE PROVIDED “AS-IS” WITHOUT ANY WARRANTY AND FEEDVISOR SHALL HAVE NO INDEMNIFICATION OBLIGATIONS NOR LIABILITY OF ANY TYPE WITH RESPECT TO THE SERVICES FOR THE FREE TRIAL PERIOD UNLESS SUCH EXCLUSION OF LIABILITY IS NOT ENFORCEABLE UNDER APPLICABLE LAW IN WHICH CASE FEEDVISOR’S LIABILITY WITH RESPECT TO THE SERVICES PROVIDED DURING THE FREE TRIAL SHALL NOT EXCEED $1,000.00 USD. WITHOUT LIMITING THE FOREGOING, FEEDVISOR AND ITS AFFILIATES AND ITS LICENSORS DO NOT REPRESENT OR WARRANT TO YOU THAT: (A) YOUR USE OF THE SERVICES DURING THE FREE TRIAL PERIOD WILL MEET YOUR REQUIREMENTS, (B) YOUR USE OF THE SERVICES DURING THE FREE TRIAL PERIOD WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERROR, AND (C) DATA PROVIDED DURING THE FREE TRIAL PERIOD WILL BE ACCURATE. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THE “LIMITATION OF LIABILITY” SECTION BELOW, YOU SHALL BE FULLY LIABLE UNDER THIS AGREEMENT TO FEEDVISOR AND ITS AFFILIATES FOR ANY DAMAGES ARISING OUT OF YOU USE OF THE SERVICES DURING THE FREE TRIAL PERIOD, ANY BREACH BY YOU OF THESE TERMS & CONDITIONS AND ANY OF YOUR INDEMNIFICATION OBLIGATIONS HEREUNDER.

Free Services. Feedvisor may from time to time make certain Services available to you for free (“Free Services”). Your use of Free Services is subject to these Terms & Conditions and this section, which will control in the event of a conflict. Free Services may be subject to certain limits as described in the Free Services registration web page which shall be incorporated herein by reference. Usage over these limits requires your purchase of additional services. Feedvisor, in its sole discretion and for any or no reason, may terminate your access to the Free Services in whole or in part. Feedvisor may terminate your access to the Free Services without prior notice, and Feedvisor will not be liable to you or any third party for such termination. You are solely responsible for exporting Data from the Free Services prior to termination of your access to the Free Services for any reason, provided that if Feedvisor terminates your account, except as required by law Feedvisor will provide You a reasonable opportunity to retrieve Your Data.

NOTWITHSTANDING THE REPRESENTATIONS AND WARRANTIES CONTAINED HEREIN AND INDEMNIFICATION OBLIGATIONS, THE FREE SERVICES ARE PROVIDED “AS-IS” WITHOUT ANY WARRANTY AND FEEDVISOR SHALL HAVE NO INDEMNIFICATION OBLIGATIONS NOR LIABILITY OF ANY TYPE WITH RESPECT TO THE FREE SERVICES UNLESS SUCH EXCLUSION OF LIABILITY IS NOT ENFORCEABLE UNDER APPLICABLE LAW IN WHICH CASE FEEDVISOR’S LIABILITY WITH RESPECT TO THE FREE SERVICES SHALL NOT EXCEED $1,000.00 USD. WITHOUT LIMITING THE FOREGOING, FEEDVISOR AND ITS AFFILIATES AND ITS LICENSORS DO NOT REPRESENT OR WARRANT TO YOU THAT: (A) YOUR USE OF THE FREE SERVICES WILL MEET YOUR REQUIREMENTS, (B) YOUR USE OF THE FREE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERROR, AND (C) DATA PROVIDED THROUGH THE FREE SERVICES WILL BE ACCURATE. NOTWITHSTANDING ANYTHING TO THE CONTRARY. IN THE “LIMITATION OF LIABILITY” SECTION BELOW, YOU SHALL BE FULLY LIABLE UNDER THIS AGREEMENT TO FEEDVISOR AND ITS AFFILIATES FOR ANY DAMAGES ARISING OUT OF YOUR USE OF THE FREE SERVICES, ANY BREACH BY YOU OF THESE TERMS & CONDITIONS AND ANY OF YOUR INDEMNIFICATION OBLIGATIONS HEREUNDER.

1. You may upload, transmit, import, post or process your data (“Data”) in the Service.
2. You acknowledge and agree that your Data may contain personally identifying information or personal data, as defined by the applicable laws which govern the use of data relating to identified or identifiable nature persons residing in the EU and/or the state of California in the United states, including the laws of the European Union (“EU”) Data Protection Act 1998, the EU General Data Protection Regulation (“GDPR”), and the California Consumer Protection Act effective as of January 1, 2020, as each of these laws are amended or replaced from time to time, and any other foreign or domestic laws to the extent that they are applicable to the personally identifiable or personal data you upload, transmit, post or process while using the Service (“Data Protection Laws and Regulations”).
3. You hereby grant Feedvisor a non-exclusive right and license to receive, retrieve, access, use, reproduce, display, publish, copy, transmit, process and store your Data in order to provide the Service to you. You retain ownership of your Data. We may redact, anonymize, and/or aggregate your Data with content and data from our other clients and/or e-commerce channels (“Data Aggregations”) for purposes including, without limitation, product and service development and commercialization and quality improvement initiatives. Feedvisor will redact or anonymize Data in such a way as to not divulge your Confidential Information (as defined below) or personally identifying information. All Data Aggregations will be the sole and exclusive property of Feedvisor. Feedvisor’s access, use, display, store and process of personally identifiable information or personal data are governed by Feedvisor’s Privacy Policy https://feedvisor.com/privacy-policy/, incorporated herein by reference.
4. You represent and warrant that: (i) you have lawfully obtained any personally identifying information or personal data described in Section 3.2 pursuant to any and all applicable and relevant Data Protection Laws and Regulations; (ii) you have appropriately disclosed to your end-users or customers how personally identifiable information or personal data will be used, processed, stored and/or shared pursuant to any and all applicable and relevant Data Protection Laws and Regulations; (iii) you are responsible for honoring any requests from your end-users or customers relating to the collection, use and storage of personally identifiable information or personal data as required by any and all relevant Data Protection Laws and Regulations; (iv) you own or have acquired the right to all of the intellectual property rights subsisting in the Data, and have the right to provide Feedvisor the license granted herein to the Data; and (ii) the Data does not infringe or violate any patents, copyrights, trademarks or other intellectual property, proprietary or privacy rights of any third party. You shall remain solely responsible and liable for your Data, including without limitation for your use of and reliance upon your Data, and you expressly release us from any and all liability arising from any such activities.
5. You acknowledge that: (i) the Service does not operate as an archive or file storage service and we do not store or backup the Data that you upload, import or post, or otherwise generate during your use of the Service; (ii) you are solely responsible for the backup of your Data; and (iii) you will lose access to any Data that you delete. You may download certain Data that you provided to us at any time during the Term, or as otherwise set forth herein, provided you comply with these Terms & Conditions and Feedvisor’s security requirements.
6. You understand and acknowledge that the Internet and communications over it may not be secure, and that connecting to it provides the opportunity for unauthorized access to computer systems, networks, and all data stored therein. The information and data transmitted through the Internet (including, without limitation, the Data) or stored on any equipment through which Internet information is transmitted may not remain confidential and Feedvisor makes no representation or warranty regarding privacy, security, authenticity, non-corruption or destruction of any such information. Use of any information transmitted or obtained over the Internet is at your own risk and Feedvisor shall not be responsible to you for any adverse consequence or loss whatsoever from use of the Internet.

1. Interaction with e-commerce channels. The Service enables you to link to and interact with e-commerce channels, and to access, use, and transmit content and Data to and from e-commerce channels (“e-commerce channels Materials”). In order to: (i) interact with an e-commerce channel, you may need to have, and actually be signed-in to, an active e-commerce channel account; (ii) fully utilize the Service you may need to obtain a specific e-commerce channel user status or account-type (“Status”). You must grant us authorization to access your e-commerce channel account in accordance with the terms and conditions prescribed by the applicable e-commerce channel and you will need to provide the e-commerce channel with our development account identifier and any other information requested by the e-commerce channel to enable us to access your account. You are solely responsible for registering your e-commerce channel account and obtaining any Status you need to fully utilize the Service, as well as the payment of any e-commerce channel fees in connection with the foregoing. You acknowledge and agree to review and be bound by the terms of use and privacy policy of any e-commerce channel, and agree to hold us harmless, and expressly release us, from any and all liability arising from your linking to and interaction with an e-commerce channel. You must provide all equipment and licenses necessary to access and use the Internet, and pay all fees associated with such access and use. You acknowledge that failure to comply any of the foregoing requirements may restrict us from accessing your e-commerce channel account and may prevent you from being able to link your e-commerce channel account to the Service.
2. Data. The Service may also enable you to upload, export or transmit your Data to e-commerce channels. We do not own or control the e-commerce channels and we do not have any control over, and assume no responsibility for, the content, privacy policies or practices of any e-commerce channel. Accordingly, to the extent the Service and/or any part thereof is dependent on the corresponding availability of any e-commerce channel, Feedvisor shall not be liable in the event (i) you are not compliant with the terms and conditions related to your use of the e-commerce channel; and (ii) changes in and/or by the e-commerce channels cause the unavailability of the Service and/or any part thereof.
3. No Representations or Warranties. We do not make any representation or warranty regarding the number of goods or services (“Products”) that you will sell, or any outcomes you may achieve, by using the Service. You remain solely responsible and liable for your Products, Product warranties, and providing any Product maintenance and support to your customers.

1. Order Form. In order to utilize the Service, you will be required to execute an online form or in-product screens or any other mutually agreed upon offline form delivered to you, including via mail, email or any other electronic or physical delivery means, setting forth the Service subscription plan selected by you (a “Plan”), the required fees for the Service, payment terms, etc. (such form shall be referred hereto as an “Order Form”).
2. Fees. In consideration for the Service, you will be required to pay Feedvisor various fees according to the Plan you will select, which may include a Base Fee, a Monthly Variable Fee and a Service Fee, if applicable, all as set forth in the Order Form (“Fees”). You will pay all Fees specified in the Order Form. Unless expressly set forth otherwise herein or in the Order Form, the Fees are charged based on Services purchased and not on actual usage. The “Base Fee” is a fixed payment payable to Feedvisor on a periodic basis as agreed upon in the Order Form, and the “Monthly Variable Fee” means the amount payable to Feedvisor based on a percentage of the Aggregate Managed Sales and/or the Monthly Media Spend, as applicable, in each calendar month. The “Services Fee” means the amount payable for consulting services, at hourly rates or a fixed project rate, as set forth in the Order Form.
   • “Aggregate Managed Sales” means (i) the aggregated total of all amounts payable by your customers for the sale of Products with respect to which the Service is being utilized (e.g., the “Reprice” option in the Service is turned on with respect to a Product) in all your Accounts in any e-commerce channel during a calendar month with respect to which Feedvisor’s invoice was issued, less (ii) return credits and refunds associated with a particular Managed Product sold to your customers during a calendar month with respect to which Feedvisor’s invoice was issued; provided that such return credits and refunds are submitted to Feedvisor by you by no later than the 8th day of the successive calendar month (the “Cut-off Date”). Feedvisor reserves its right to bring forward the Cut-off Date by up to 2 days.
   • “Monthly Media Spend” means the amount you spend each month on advertising on Amazon and Walmart calculated on a “cost per click” basis, namely, the price you pay for each click in your pay-per-click marketing campaigns according to which you pay a fee to Amazon and Walmart each time one of your advertisements is clicked.
3. Package Plans. At its discretion, Feedvisor may offer different Plans to choose from. The details of all available Plans, including but not limited to, the applicable Base Fee, the monthly Variable Fee, the Service Fee and/or any additional applicable charges, are set forth in the Order Form or on the Site. The Plans may be amended from time to time. Your access to and use of the Service under any Plan is subject to your payment in full of the relevant fee applicable to the Plan you choose, as set forth in the Order Form. If you identify/monitor 100,000 (one hundred thousand) or more Stock Keeping Units (SKU), Feedvisor reserves the right, at its discretion, not to provide you with the Service, to offer you with limited services/Plans or to apply additional charges to be set forth in the Order Form.
4. Invoicing and Payment Terms.
   • Invoicing and payment terms are set forth in the Order Form. In no way derogating from the foregoing, you shall be afforded a period of seven (7) days from the date of the invoice (the “Dispute Period”) to dispute the Monthly Variable Fee invoiced therein by providing Feedvisor, within the Dispute Period, with written records in support thereof. Feedvisor will consider your dispute and any supporting documentation provided by you, and in the event Feedvisor, in its sole discretion, accepts your dispute, in whole or in part, it shall re-issue the applicable invoice with the adjusted Monthly Variable Fee. This dispute mechanism shall not relieve you from settling any undisputed portion of the Monthly Variable Fee when due. The Fees may be payable by wire transfer, through PayPal, Credit Card or other payment methods acceptable to Feedvisor as specified in the Order Form. You hereby acknowledge and agree that no dispute arising or relating to the Monthly Variable Fees may be raised following the applicable Dispute Period.
   • If we use the tools, software or services of third party payment service providers, such as PayPal or credit card companies, to complete your purchase of a Plan and/or any other products or services via the Site, you acknowledge and agree to (a) review and be bound by the terms of use and privacy policy of any such third party payment service provider; and (b) hold us harmless, and expressly release us, from any and all liability arising from your interaction with any such third party payment service provider.
   • All Fees and other charges shall be paid in US Dollars; and are non-refundable and all payment obligations are non-cancellable and non-contingent. You may not set-off any amounts owing to you against any payments owing to Feedvisor hereunder.
   • Payments which are not received when due shall bear interest at the lesser of the maximum amount chargeable by law or one and a half percent (1.½%) per month commencing with the date payment was due.
   • Feedvisor reserves the right to change the Fee and/or applicable charges at any time upon thirty (30) days prior written notice to you. If we have changed the Fee then you may terminate these Terms & Conditions in accordance with Section 7.3(ii) below. Your continued receipt and use of the Service following the change in the Fee and/or charges shall conclusively demonstrate your acceptance of such change.
   • In the event you fail to timely pay any Fees or charges when due, Feedvisor may, in its discretion, suspend or terminate the Service and/or any part or portion thereof in accordance with Section 7.3 below. We encourage our customers to contact us for any billing issues at billing@feedvisor.com. Without derogating from any other remedy available by us under these Terms & Conditions and/or applicable laws, we reserve the right to charge you for any unjustified chargebacks fees and expenses incurred by us.
5. Taxes and Duties. Except for taxes based on Feedvisor’s net income, you are liable and responsible for paying all federal, state and local sales, foreign withholding, value added, use, property, excise, service and other taxes, and all duties and customs fees relating to your receipt or use of the Service or sale of your products, whether or not Feedvisor invoices you for such taxes, duties or customs fees.

1. Term. These Terms & Conditions commence on the date you first accept them and continue until all subscriptions hereunder have expired or have been terminated.
2. Subscription Term. The term of each subscription shall be as specified in the applicable Order Form (the “Initial Subscription Term”). Unless otherwise expressly provided under an Order Form, each subscription (other than for Free Trial and/or for Free Services) shall automatically renew for additional period(s) of equivalent duration (each a “Renewal Term”) unless either party provides the other party with written notice at least thirty (30) days prior to the expiration of the then-current term stating that it does not wish for the applicable subscription to be renewed (the Initial Subscription Term and all Renewal Terms collectively, the “Term”). Upon termination or expiration of these Terms & Conditions or the Order Form, you will lose all access to the Service, to your Account(s), and to any Data that we may be storing on your behalf. It is your responsibility to download your Data prior to canceling an Account or any termination or expiration of these Terms & Conditions. We do not accept any liability resulting from the suspension, termination or expiration of these Terms & Conditions, the Service, an Account, or to Data that is deleted or lost in connection thereto. Any terms of these Terms & Conditions that would, by their nature, survive the termination or expiration of this Agreement shall so survive including, without limitation, Sections 1.4, 3, 5 through 20 (inclusive). If, and to the extent relevant, your account with an e-commerce channel is suspended or you experience a loss of Status for more than seven (7) days, then upon receipt of a written notice from you confirming the suspension, your Account shall be automatically suspended and only restored upon the reactivation of your e-commerce channel’s account. In such event, the Term shall be automatically extended by the period during which your Account was suspended.
3. Termination. Notwithstanding the provisions under Sections 7.1 and 7.2 above:
   • Each party shall have the right to terminate these Terms and Conditions or an Order Form, at any time prior to the cessation of the Term, by written notice to the other party, if the other party (a) commits a material breach of these Terms and Conditions or the Order Form and fails to cure such breach within thirty (30) days after receipt of a notice requiring it to do so, or (b) becomes insolvent, makes a general assignment for the benefit of creditors, suffers or permits the appointment of a receiver for its businesses or assets, becomes subject to any proceedings under any bankruptcy or insolvency laws, or has wound up or liquidated, voluntarily or otherwise.
   • Without derogating from your obligation to pay any Fees and other amounts obligated under these Terms or Order Form whether then outstanding or committed for the remainder of the Term, and subject to Section 7.4 below, you may send Feedvisor an email request to support@feedvisor.com at any time prior to the expiration of the Term to terminate these Terms and Conditions, your Order Form or cancel your Account(s). Feedvisor will use commercially reasonable efforts to respond as soon as possible.
   • Feedvisor, at its sole option and discretion, may terminate these Terms and Conditions, any Order Form or any portion of any Order Form, at any time prior to the cessation of the Term, for any reason or for no reason, with or without providing you with notice. Feedvisor may also stop providing the Service, and/or any service, feature, functionality or portion thereof, at any time, for any reason or for no reason, with or without providing you with notice.
4. Effect of Termination.
   • Payment of Due Amounts. Upon termination of these Terms & Conditions or an Order Form, for any reason, all outstanding Fees and other amounts obligated under these Terms & Conditions or an Order Form, whether then outstanding or committed for the remainder of the Term, shall become immediately due and owing and you shall immediately cease using the Service.
   • Liquidated Damages. In the event these Terms & Conditions or an Order Form are terminated early, before completion of the applicable Term, for any reason other than due to (i) Feedvisor’s breach, or (ii) Feedvisor’s modification to the Service or Fee as specified in Sections 1.1, 1.2 or 6.3 above, you shall pay to Feedvisor, in addition to any outstanding Fees and any other amounts obligated under these Terms & Conditions or an Order Form, whether then outstanding or committed for the remainder of the Term, as liquidated damages, within ten (10) days following any such termination:
     • a) any non-refundable costs incurred by Feedvisor in connection with such termination including, but not limited to, hardware costs and licensing fees paid to third party licensors; and
     • b) fifty percent (50%) of the remaining recurring Fees that would have been charged for the then remaining Term of these Terms & Conditions or an Order Form, as applicable, all of which shall be immediately accelerated.
     You acknowledge and agree that (1) the payment of such fees does not constitute a penalty, but is due to the difficulty in estimating actual damages for early termination; (2) such fees are a reasonable estimate of the amounts required to fairly compensate Feedvisor in such events; that (3) such fees have taken into consideration Feedvisor’s cost savings due to the termination of these Terms & Conditions and the present value of accelerated payments, and (4) in the event of any termination or expiration hereunder, you shall not be entitled to any refund of any payments made by you.

1. Each party agrees to hold the other’s Confidential Information in strict confidence and protect it from unauthorized dissemination and use with the same degree of care that each uses to protect its own like information, but not less than a reasonable degree of care. Each party shall limit the use and access to the others’ Confidential Information to those of its employees and contractors whose use or access is necessary to effect the purpose of the Order Form or these Terms and Conditions and who are under written contractual non-disclosure and non-use obligations that are no less restrictive or protective than the terms of this Section 8. Neither party will use the others’ Confidential Information for purposes other than those necessary or appropriate to exercise rights or fulfill obligations under the Order Form or these Terms & Conditions. Each party shall be liable for any unauthorized disclosure or use by its employees and contractors of the others’ Confidential Information.
2. “Confidential Information” means all information and data furnished by a party to the other or to which a party has been exposed in performance of the Order Form or these Terms & Conditions, which information and data have been marked or otherwise specifically identified as confidential or proprietary, or can by their nature reasonably be presumed to be confidential or proprietary including but not limited to personal information that is protected by law, in any form, including but not limited to inventions, discoveries, ideas, processes, products, designs, technology, specifications, software, equipment, trade secrets, pricing information, customer and supplier information, third party confidential information and all other information related to a party’s business. Confidential Information shall not include information which is: (i) publicly known and/or made generally available in the public domain, either prior to or after the time of disclosure by the disclosing party, through no wrongful act of the receiving party, (ii) already known by the receiving party at the time of disclosure through no wrongful act of the receiving party, (iii) rightfully obtained by the receiving party from a third party free of any obligation to such third party to keep it confidential, or (iv) independently developed by the receiving party without use of or reference to the disclosing party’s disclosure. For clarification, the features and functionality of the Service, the Proprietary Rights, Data Aggregations, Feedback, applicable Fees, and the terms of the Order Form and these Terms & Conditions shall be considered as Feedvisor’s Confidential Information, and Anonymous Information as defined in the Privacy Policy shall not be considered to be your Confidential Information.
3. In the event that a party shall be required by legal or regulatory process to disclose Confidential Information of the other, it shall promptly (if legally permitted to do so) notify the disclosing party, reasonably cooperate therewith in seeking to quash such request or obtain an appropriate protective order, and only disclose such disclosing party’s Confidential Information to the extent required.
4. Each party shall advise the other promptly in the event it learns or has reason to believe that any person who has had access to the other’s Confidential Information has violated or intends to violate the terms hereof and reasonably cooperate with the other in seeking injunctive or other equitable relief. The obligations of confidentiality and non-use herein shall survive for the Term and for a period of five (5) years thereafter; provided, however, that with respect to Confidential Information that constitutes a trade secret, the obligations of confidentiality and non-use herein shall survive for so long as such Confidential Information constitutes a trade secret under applicable law, but in no event less than the Term and for a period of five (5) years thereafter; and similarly for Confidential Information including personal information that is protected by law, the obligations of confidentiality and non-use herein shall survive for so long as the information remains protected by law, but in no event less than the Term and for a period of five (5) years thereafter.