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Retailer Portal Terms of Use


These Feed Data Terms (these “Terms”) are a binding legal agreement between you and Indix Corporation (“Indix”, “us” or “we”) regarding your provision and Indix’s use of data provided by you (the “Data”) through the Indix Retailer and Brand Feed Portal (the “Portal”).  BY CHECKING THE BOX MARKED "I agree to the Terms of Use and Privacy" OR OTHERWISE UPLOADING THE DATA TO THE PORTAL, YOU ARE AGREEING TO BE LEGALLY BOUND BY THESE TERMS AND YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS, INCLUDING THE INDIX PRIVACY POLICY. If you are uploading the Data on behalf of an entity, organization, or company, you represent and warrant that you have the authority to bind such organization to these Terms and you agree to be bound by these Terms on behalf of such organization.

When you upload Data to the Portal, you grant Indix (and its sublicensees) a non-exclusive, worldwide, irrevocable, perpetual, transferrable, royalty-free, fully paid-up license to use, host, store, reproduce, optimize, enhance, correct, incorporate, combine and recombine, modify, create derivative works, communicate, publish, publicly perform, publicly display and distribute the Data; provided, however, that Indix will not remove any trademark or logo designations on product images. You represent and warrant that you have the necessary rights to grant this license. Indix may remove any Data that it determines, in its sole judgment, violates Indix’s policies or the law, provided however that Indix has no obligation to review the Data. Indix will publish requirements for frequency and upload format for the Portal and you agree to abide by those requirements unless otherwise agreed between you and Indix.

The Indix privacy policy (our “Privacy Policy”), located at http://www.indix.com/privacy/, is incorporated by reference into these Terms.  By agreeing to these Terms, you expressly acknowledge and agree that Indix may collect, process, transfer, and store information or data from or about you as described in the Privacy Policy. If you provide any input or suggestions regarding problems with or proposed modifications or improvements to the Portal (”Feedback”) to Indix concerning the performance of or suggest improvements to the Portal, you grant Indix a non-exclusive, worldwide, irrevocable, perpetual, transferrable, royalty-free, fully paid-up license to use such Feedback.

You will defend, indemnify, and hold Indix harmless from and against any losses arising out of or in connection with any third party claim related to the Data. If the settlement of any indemnified claim requires that Indix admit wrongdoing or imposes any obligation other than the payment of money by you, you must get Indix’s prior written consent prior to such settlement. Indix will not  unreasonably withhold or delay such consent.

These Terms will not be construed as creating a partnership, joint venture, or agency relationship. Indix may assign these Terms without your consent to a successor if the successor agrees to assume and fulfill all of Indix’s obligations under these Terms. These Terms are the final and complete expression of the agreement between the parties regarding the subject matter of these Terms and supersede all previous communications. These Terms will be governed in all respects in accordance with the local laws of the State of Delaware, without reference to its choice of law rules and not including the provisions of the 1980 U.N. Convention on Contracts for the International Sale of Goods.  To the extent that any lawsuit or court proceeding is permitted hereunder, you and Indix agree to submit to the personal and exclusive jurisdiction of the state courts and federal courts located within King County, Washington, USA, for the purpose of litigating all such disputes.

By using the Portal, you consent to receiving certain electronic communications from us as further described in our Privacy Policy.  Please read our Privacy Policy to learn more about your choices regarding our electronic communications practices.  You agree that any notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any legal communication requirements, including that such communications be in writing.