Terms of Service

Last updated: February 2025

Terms of Service 

Last updated 11/06/2025 

These Terms of Service, together with the terms in any Order Forms you may execute, and any additional agreements, schedules, exhibits or other terms referred to herein or in an Order Form (collectively, the “Terms”) govern your access to and use of the Service (defined below) provided by i2o Retail, Inc., a Washington corporation (“i2o Retail”, “we” or “our”). 

 

BY (1) CLICKING A BOX INDICATING ACCEPTANCE, (2) ACCESSING OR USING I2O RETAIL’S SERVICE, (3) CREATING OR ACCESSING AN ACCOUNT ON I2O RETAIL’S WEBSITE OR APP OR (4) EXECUTING AN ORDER FORM, YOU ACCEPT AND AGREE TO THESE TERMS. IF YOU ARE ACCEPTING ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERM “YOU” OR “CUSTOMER” SHALL REFER TO SUCH ENTITY AND ITS AFFILIATES. IF YOU LACK SUCH AUTHORITY, OR DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU MUST NOT ACCEPT THESE TERMS AND MAY NOT USE THE SERVICE. 

 

Because the Service is always changing, we may need to revise these Terms at any time. We will always revise the “Last updated” date above to reflect the current Terms. If we materially change these Terms, we will provide you with reasonable advance notice, such as by sending an email notification and/or providing notice through the Service. By continuing to access or use the Service, you confirm your acceptance of the revised Terms and all of the terms incorporated herein by reference. 

 

  1. DEFINITIONS

1.1 “Affiliate” means any entity which directly or indirectly controls, is controlled by, or is under common control with a party hereto. “Control,” for purposes of this definition, means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity. 

1.2 “Content” means information obtained by i2o Retail from publicly available sources or its third-party content providers and made available to Customer through the Service. 

1.3 “Customer Data” means data and information provided or made available by Customer to i2o Retail through its use of the Service. For clarity, Customer Data does not include any Content. 

1.4 “Malicious Code” means viruses, worms, time bombs, Trojan horses and other harmful or malicious code, files, scripts, agents or programs. 

1.5 “Order Form” means the documents for placing orders hereunder, including addenda thereto, that are entered into between you and i2o Retail from time to time, including addenda and supplements thereto and that incorporates these Terms. 

1.6 “Personal Information” means any information relating to an identified or identifiable natural person, or as may otherwise be defined as “personal information” or “personal data” under applicable privacy laws. 

1.7 “Service” means the products and services that are ordered by you under an Order Form and made available by i2o Retail online via web pages designated by i2o Retail. 

1.8 “Subscription Term” means the term set forth in an Order Form. 

1.9 “Update” means any update to the Service occurring in the ordinary course of i2o Retail’s business that is made generally available to third-party i2o Retail customers of such Service. 

1.10 “Usage Data” means any data and information created by virtue of Customer’s use of the Service or as derived in non-identifying, aggregate form from the processing of Customer Data. For clarity, Usage Data does not include any Personal Information. 

1.11 “User” means Customer, or any individual and/or client (pursuant to Section 2.3) authorized by Customer, to access or use the Service. 

 

  1. PROVISION OF THE SERVICE

2.1 License Grant. Upon entering these Terms, i2o Retail grants you a limited, non-assignable, non-sublicensable, non-transferrable, and non-exclusive license, during the Subscription Term, to access and use the Service, including the Content thereon, for your internal business purposes solely in the manner permitted by these Terms and subject to the use restrictions described below. 

2.2 Provision of the Service. During the Subscription Term, i2o Retail will: 

(A) make the Service and Content available to Customer pursuant to these Terms in accordance with all U.S. law generally applicable to i2o Retail’s provision of its Service to its customers (i.e., without regard for Customer’s particular use of the Service); 

(B) provide standard support for the Service to Customer through the Service at no additional charge and/or upgraded support if purchased separately; 

(C) use commercially reasonable efforts to make the Service available 24 hours a day, 7 days a week, except for: (i) planned downtime (of which i2o Retail will use its commercially reasonable efforts to provide advance notice), or (ii) any unavailability or outage caused by a Force Majeure Event (as defined below). Customer acknowledges and agrees that any and all Updates made to the Service by i2o Retail must be implemented by Customer. 

2.3 Agency as Customer. In the event that Customer is an ecommerce agency entering into these Terms on behalf of one or more of its brand clients, Customer represents, warrants and agrees that: 

(A) it has the authority to act on behalf of its clients and all of Customer’s actions related to these Terms will be within the scope of its agency; 

(B) it will ensure that its clients comply with these Terms and the terms of any Order Form(s); 

(C) it is responsible for the acts or omissions of its clients, including those that constitute a breach of these Terms and/or an Order Form; 

(D) it has the right to grant the rights granted hereunder with respect to any intellectual property, account information, Customer Data and/or other materials provided or made available by Customer to i2o Retail (with the acknowledgment that the term “Customer Data” will be deemed to include data provided by Customer’s advertiser clients); and 

(E) in the event a dispute arises in any way relating to these Terms, any Order Form(s) or i2o Retail’s Service, only Customer, as the party to these Terms, and not any of Customer’s clients, is permitted to seek recourse against i2o Retail. 

2.4 Protection of Customer Data. 

(A) No Personal Information. You acknowledge and agree that, in providing the Service, i2o Retail may receive or be given access to Customer Data from you. You acknowledge that the Service is not intended to receive or process any third-party Personal Information (except, for clarity, as related to Users). You agree not to provide or process any third-party Personal Information through the Service. Each party agrees to promptly inform the other if it discovers any third-party Personal Information among your Customer Data. 

(B) Right to Provide. By providing Customer Data to i2o Retail, you represent and warrant that you have the right to provide such Customer Data for the uses set forth herein. You further agree that no Customer Data violates the privacy rights of any individual or intellectual property rights of any third party. Without limiting the foregoing, you represent and warrant the use of the Customer Data as permitted under these Terms will comply with all applicable laws and any privacy policies applicable to the Customer Data by virtue of its provenance. 

(C) Protection; Compliance with Laws. All collection, use, and processing of Customer Data will comply with all applicable U.S. laws, rules and regulations. i2o Retail shall maintain appropriate administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of Customer Data; however, you acknowledge that no security measures involving transmission of Internet-accessible data are completely secure. i2o Retail shall not (a) disclose Customer Data except as compelled by law or as expressly permitted in writing by you, or (b) access Customer Data except to provide the Service and prevent or address service or technical problems, or at your request in connection with customer support matters. 

(D) Services Improvement. You agree that i2o Retail may use Customer Data in aggregated form for the purpose of general statistical analysis, improvement of the Service, and to create reports, studies, analyses and other work product (however, i2o Retail shall not distribute any such aggregated data in a manner identifiable as originating from the Customer Data without your prior written consent). You acknowledge that the Service creates, and processes Usage Data and you agree that i2o Retail may use Usage Data for any purpose. 

  1. USE OF THE SERVICE

3.1 Subscriptions. Unless otherwise provided in these Terms or subsequently agreed to by the parties in writing, (a) the Service and access to Content is a subscription for the Subscription Term and (b) additional subscriptions for the Service may be added during a Subscription Term through a new schedule to an Order Form at i2o Retail’s standard pricing for such additional subscriptions. Customer agrees that its purchases are not contingent on the delivery of any future functionality or features, or dependent on any oral or written public comments made by i2o Retail regarding future functionality or features of the Service. For purposes of clarification, Customer’s organization shall only include those Affiliates and/or business units of Customer identified in an Order Form and shall not include any Affiliates and/or business units resulting from merger and/or acquisition; additional subscriptions for Affiliates and/or business units resulting from merger and/or acquisition may be added during the applicable subscription term, at pricing mutually agreed to by the parties, and such added Affiliate and/or business unit subscriptions shall terminate on the same date as the pre-existing subscriptions. 

3.2 Additional Services. i2o Retail will provide professional services ordered by you in accordance with i2o Retail’s then-current price list and pursuant to a statement of work entered into between you and i2o Retail; any such statement of work to be set forth and made a part of the pertinent Order Form. i2o Retail will provide professional services in a professional manner in accordance with applicable industry standards and will use reasonable efforts to complete such services in accordance with the schedule set forth in an Order Form, subject to your performance of your responsibilities and except as prevented by acts or occurrences beyond i2o Retail’s control. You will cooperate with i2o Retail and will provide i2o Retail such assistance as i2o Retail may reasonably request in relation to any professional services. You will provide i2o Retail accurate and complete information necessary for the implementation of any professional services. During the course of performance of any professional services hereunder, you agree to notify the i2o Retail project manager of any problem, deficiency or dissatisfaction with respect to such services. You shall so notify the i2o Retail project manager as soon as any such problem, deficiency or dissatisfaction is suspected or perceived by you. These Terms will govern your use of any enhancements, data, and information provided by i2o Retail in the course of providing any technical, installation, training or professional services. Any ideas, know-how, techniques, developments and software which may be developed by i2o Retail, including any enhancements or modifications made to the Service, shall be the exclusive property of i2o Retail. i2o Retail provides professional services and products to other customers that are similar to the professional services i2o Retail may provide to you. Nothing in this Agreement is intended or should be interpreted to prevent or inhibit i2o Retail from continuing or commencing to provide such services. 

3.3 Customer Responsibilities. Customer shall (i) be responsible for each of Customer’s Users’ compliance with these Terms, (ii) be responsible for the accuracy, quality and legality of Customer Data and of the means by which Customer acquired Customer Data, (iii) cooperate with i2o Retail and will provide i2o Retail such assistance as i2o Retail may reasonably request in relation to the transfer of Customer Data to the Service, (iv) provide i2o Retail timely, accurate and complete information necessary for the implementation of Customer Data with the Service, (v) use commercially reasonable efforts to prevent unauthorized access to or use of the Service and Content, and notify i2o Retail promptly of any such unauthorized access or use, and (vi) use the Service and Content only in accordance with these Terms and applicable laws and government regulations. Customer shall not (a) make the Service available to anyone other than authorized Users and/or allow the Service to be utilized outside of the scope of use set forth in an Order Form, (b) sell, resell, rent or lease the Service, (c) use the Service to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy rights, (d) use the Service to store or transmit Malicious Code, (e) interfere with or disrupt the integrity or performance of the Service or third-party data contained therein, or (f) attempt to gain unauthorized access to the Service or its related systems and/or networks. In addition to the foregoing, Customer agrees that (1) access to or use of the Service by any User is subject to the terms and conditions of these Terms, including, without limitation, the restrictions set forth hereunder, (2) any claim, demand or right of action arising from an User’s use of the Service shall be brought against Customer and not i2o Retail and (3) Customer will remain directly liable and responsible to i2o Retail and its licensors for any violation by Customer and/or Customer’s Users of these Terms. Any use of the Service in breach of the foregoing by Customer or Users that in i2o Retail’s judgment threatens the security, integrity, or availability of i2o Retail’s services, may result in i2o Retail’s immediate suspension of the Service. However, i2o Retail will use commercially reasonable efforts under the circumstances to provide Customer with notice and an opportunity to remedy such violation or threat prior to any such suspension. 

FEES AND PAYMENT 

4.1 Fees. Customer will pay all fees described in any Order Form in accordance with the terms of the Order Form (“Fees”). Except as otherwise specified in these Terms or in an Order Form, (i) all fees are quoted in United States Dollars. (ii) fees are based on services purchased and not actual usage, (iii) payment obligations are non-cancelable and all Fees paid are non-refundable, and (iv) the number of subscriptions purchased cannot be decreased during the relevant Subscription Term stated on the Order Form. Unless otherwise set forth in the pertinent Order Form, subscription fees are based on monthly periods that begin on the subscription start date and each monthly anniversary thereof; therefore to the extent applicable, fees for subscriptions added in the middle of a monthly period will be charged for that full monthly period and the monthly periods remaining in the Subscription Term. Additional subscriptions may also be subject to increased rates, in i2o Retail’s sole discretion, based upon on your data sizing increases from your data requirements identified as of your initial order of the Service and/or any increases in pricing from i2o Retail’s provider. In the event that Customer disputes any Fees in any invoice, you agree to notify us within twenty (20) days of the receipt of such invoice. If you fail to notify us within such period, you hereby waive your right to dispute such Fees. 

4.2 Payment. Customer will maintain with i2o Retail (or its payment processor) valid and updated payment information (credit card or bank account information) or Accounts Payable contact information and invoice instructions. Except as otherwise provided in an Order Form, Customer authorizes i2o Retail (or its payment processor) to charge such payment method in advance of Customer’s access or use of the Service. Failure by Customer to provide a purchase/insertion order shall not limit i2o Retail its rights or remedies. 

4.3 Overdue Charges. If i2o Retail is unable to effect payment when due using Customer’s payment method, then i2o Retail may, without limiting its rights or remedies, charge Customer for all costs, including collection costs, court costs, and reasonable attorneys’ fees associated with the attempt and/or collection of past due amounts, as well as a monthly late fee equal to 1.5% per month. 

4.4 Suspension of Services. In the event any Fees due and owing are 30 or more days overdue, i2o Retail may, after providing notice to Customer, and without limiting any of i2o Retail’s other rights and remedies: (i) suspend, terminate, or otherwise deny Customer access to or use of, all or any part of the Service, and (ii) require full payment of the overdue amount, and any other amount due and owing, prior to additional or continued performance by i2o Retail. 

4.5 Taxes. i2o Retail’s fees do not include any taxes, levies, duties or similar governmental assessments of any nature, including, for example, value-added, sales, use or withholding taxes, accessible by any jurisdiction whatsoever (collectively, “Taxes”). Customer is responsible for paying all Taxes associated with its purchases or subscriptions hereunder. If i2o Retail has the legal obligation to pay or collect Taxes for which Customer is responsible under this Section, i2o Retail will invoice Customer and Customer will pay that amount unless Customer provides i2o Retail with a valid tax exemption certificate authorized by the appropriate taxing authority. For clarity, i2o Retail is solely responsible for taxes assessable against it based on its income, property and employees. 

  1. PROPRIETARY RIGHTS

5.1 Reservation of Rights. Subject to the limited rights expressly granted hereunder, i2o Retail, its Affiliates and its licensors reserve all of their rights, title, and interest in and to the Service and Content, including all of their related intellectual property rights. No rights are granted to the Customer hereunder other than as expressly set forth herein. 

5.2 License by Customer to Use Feedback. Customer grants to i2o Retail and its Affiliates a worldwide, perpetual, irrevocable, royalty-free license to use and incorporate into the Service any suggestion, enhancement request, recommendation, correction or other feedback provided by Customer or Users relating to the operation of the Service. 

5.3 Restrictions. You shall not (i) permit any third party to access the Service except as permitted herein or in an Order Form, (ii) create derivate works based on the Service except as authorized herein, (iii) copy, frame or mirror any part or content of the Service, other than copying or framing on your own intranets or otherwise for your own internal business purposes, (iv) reverse engineer the Service, or (v) access the Service in order to (a) build a competitive product or service, or (b) copy any features, functions or graphics of the Service. 

5.4 Customer Data. Subject to the limited rights granted by you hereunder, i2o Retail acquires no right, title or interest from you or your licensors under these Terms in or to Customer Data, including any intellectual property rights therein. 

5.5 Federal Government End Use Provisions. i2o Retail provides the Service, including related software and technology, for ultimate federal government end use solely in accordance with the following: Government technical data and software rights related to the Service include only those rights customarily provided to the public as defined in these Terms. This customary commercial license is provided in accordance with FAR 12.211 (Technical Data) and FAR 12.212 (Software) and, for Department of Defense transactions, DFAR 252.227-7015 (Technical Data – Commercial Items) and DFAR 227.7202-3 (Rights in Commercial Computer Software or Computer Software Documentation). If a government agency has a need for rights not conveyed under these terms, it must negotiate with i2o Retail to determine if there are acceptable terms for transferring such rights, and a mutually acceptable written addendum specifically conveying such rights must be included in any applicable contract or agreement. 

  1. CONFIDENTIALITY

6.1 Definition of Confidential Information. “Confidential Information” means all information disclosed by a party (“Disclosing Party”) to the other party (“Receiving Party”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including the contents of any Order Form(s) or other written information specific to Customer’s relationship with i2o Retail. Confidential Information of Customer includes without limitation Customer Data; Confidential Information of i2o Retail includes without limitation the Service and Content. Confidential Information of each party includes business and marketing plans, financial data and information, technology and technical information, product plans and designs, and business processes disclosed by such party. However, Confidential Information does not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, (iii) is received from a third party without breach of any obligation owed to the Disclosing Party, or (iv) was independently developed by the Receiving Party without any utilization of the Disclosing Party’s Confidential Information. For clarity, the non-disclosure obligations in this Section 6 apply to Confidential Information exchanged between the parties in connection with any evaluation of the Service. 

6.2 Protection of Confidential Information. As between the parties, each party retains all ownership rights in and to its respective Confidential Information. The Receiving Party will use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but not less than reasonable care) to (i) not use any Confidential Information of the Disclosing Party for any purpose outside the scope of these Terms and (ii) except as otherwise authorized by the Disclosing Party in writing, limit disclosure and access to Confidential Information of the Disclosing Party to those of the Receiving Party and its Affiliates’ employees, professional advisors and contractors who need that access for purposes consistent with these Terms and are bound by confidentiality obligations in favor of the Receiving Party containing protections not materially less protective of the Confidential Information than those herein; this does not include disclosure to i2o Retail’s competitors which is specifically excluded. The Receiving Party shall be responsible for any use or disclosure of Confidential Information by any of its, and its Affiliates’, employees, professional advisors, contractors and/or agents. Neither party shall disclose the terms of these Terms or any Order Form to any third party other than its Affiliates and their legal counsel and accountants without the other party’s prior written consent. 

6.3 Compelled Disclosure. If a party is compelled by law to disclose Confidential Information of the other party, it shall promptly provide the other party with prior notice of such compelled disclosure (to the extent legally permitted) and provide reasonable assistance, at the other party’s cost, if the other party wishes to contest or limit the disclosure. 

  1. REPRESENTATIONS, WARRANTIES, EXCLUSIVE REMEDIES AND DISCLAIMERS

7.1 Representations. Each party represents that it has validly entered into these Terms and has the legal power to do so. 

7.2 Service Warranties. Subject to the other provisions of this Section 7, i2o Retail warrants that, during the Subscription Term, (a) the Service will perform materially in accordance with any documentation provided by i2o Retail in writing, and (b) i2o Retail will not materially modify the overall functionality of the Service in a manner that has an adverse effect on the Service. For any breach of a warranty under this Section 7.2, Customer’s exclusive remedies are those described in Section 10.2 (“Termination”) and Section 10.3 (“Payment upon Termination”) below. 

7.3 Disclaimers. EXCEPT AS EXPRESSLY PROVIDED HEREIN, i2o RETAIL AND ITS AFFILIATES MAKE NO WARRANTIES, EXPRESS OR IMPLIED, GUARANTEES, OR CONDITIONS WITH RESPECT TO THE CUSTOMER’S USE OF THE SERVICE AND/OR ANY PROFESSIONAL SERVICES, INCLUDING ANY WARRANTY THAT THE SERVICE IS ERROR-FREE OR WILL OPERATE WITHOUT INTERRUPTION, OR THAT ALL ERRORS WILL BE CORRECTED. i2o RETAIL ALSO SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. CUSTOMER UNDERSTANDS THAT USE OF THE SERVICE IS AT CUSTOMER’S OWN RISK AND THAT i2o RETAIL PROVIDES THE SERVICE ON AN “AS IS” BASIS “WITH ALL FAULTS” AND “AS AVAILABLE.” 

  1. INDEMNIFICATION

8.1 Indemnification by Customer. Customer shall defend, indemnify, and hold i2o Retail, its Affiliates, and their officers, directors, employees, successors, agents and representatives, harmless against any loss or damage (including without limitation reasonable attorney’s fees) incurred in connection with claims, demands, suits, or proceedings (“Claims”) made or brought against them by a third party arising out of (i) a breach of Customer’s reps, warranties, covenants or agreements herein; (ii) Customer’s intentional misconduct or gross negligence; (iii) i2o Retail’ use of Customer Data as permitted hereunder; (iv) any claim based on actual or alleged improper or incorrect marketplace reporting; or (v) any claim arising from the actual or alleged violation of state or federal antitrust or related laws resulting in full or in part from Customer’s conduct or Customer’s use of the Services, including, but not limited to any alleged unlawful agreement, collusion, or unfair business practice intended to fix or increase prices. 

8.2 i2o Retail shall (a) promptly give written notice of the Claim to Customer; (b) give Customer sole control of the defense and settlement of the Claim using counsel reasonably approved by i2o Retail (provided that Customer may not settle or defend any Claim unless it unconditionally releases i2o Retail of all liability without the obligation to take or refrain from any action or pay any amounts); and (c) provide to Customer, at Customer’s cost, all reasonable assistance. 

  1. LIMITATION OF LIABILITY

9.1 Limitation of Liability. EXCEPT FOR SECTIONS 5 (PROPRIETARY RIGHTS) AND/OR 6 (CONFIDENTIALITY) AND/OR ANY INDEMNIFICATION OBLIGATIONS HEREUNDER, NEITHER PARTY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS (WHETHER IN CONTRACT OR TORT OR UNDER ANY OTHER THEORY OF LIABILITY) SHALL EXCEED THE AMOUNT PAID BY YOU HEREUNDER IN THE 12 MONTHS PRECEDING THE INCIDENT GIVING RISE TO A CLAIM. THE FOREGOING SHALL NOT LIMIT IN ANY WAY YOUR PAYMENT OBLIGATIONS UNDER SECTION 4 (FEES AND PAYMENT). 

9.2 Excluded Damages. EXCEPT FOR SECTIONS 5 (PROPRIETARY RIGHTS) AND/OR 6 (CONFIDENTIALITY) AND/OR ANY INDEMNIFICATION OBLIGATIONS HEREUNDER, IN NO EVENT SHALL EITHER PARTY HAVE ANY LIABILITY TO THE OTHER PARTY FOR ANY LOST PROFITS OR REVENUES OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER OR PUNITIVE DAMAGES HOWEVER CAUSED, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, AND WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING DISCLAIMER SHALL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW. 

  1. TERM AND TERMINATION

10.1 Term. These Terms commence on the date you accept it and continue until all subscriptions granted in accordance with these Terms and the pertinent Order Form(s) have expired or been terminated. Subscriptions purchased by you commence on the start date specified in the applicable Order Form and continue for the subscription term specified therein. Except as otherwise specified in the applicable Order Form, all subscriptions shall automatically renew for additional periods equal to the expiring subscription term, unless either party gives the other written notice of non-renewal at least 60 days before the end of the relevant subscription term. The per-unit pricing during any such renewal term shall be at i2o Retail’s then-current prices. 

10.2 Termination for Cause. A party may terminate these Terms for cause: (i) upon 30 days written notice to the other party of a material breach if such breach remains uncured at the expiration of such period, or (ii) if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors. 

10.3 Payment upon Termination. Upon any termination for any reason, you shall pay any unpaid fees covering the remainder of the term of all Order Forms after the effective date of termination. In no event shall any termination relieve you of the obligation to pay any fees payable to i2o Retail hereunder. Notwithstanding the foregoing, in the event that these Terms are terminated by you as a result of i2o Retail’s material breach, which material breach is not the subject of a good faith dispute, you shall only pay i2o Retail fees payable to i2o Retail hereunder for services received by you through the applicable date of termination. 

10.4 Return of Your Data. Upon written request by you made within 30 days after the effective date of termination of a Service subscription, i2o Retail will make available to you for download a file of Customer Data in comma separated value (.csv) format along with attachments in their native format. After such 30-day period, i2o Retail shall have no obligation to maintain or provide any Customer Data and shall thereafter, unless legally prohibited, delete all Customer Data in i2o Retail systems or otherwise in i2o Retail’s possession or under i2o Retail’s control. 

10.5 Survival. Sections 1, 3.3, 4 through 9 and 10.3, 10.4, 10.5, 11 and 12 survive any termination or expiration of these Terms. 

  1. DISPUTE RESOLUTION

You agree that in the event of any dispute between you and i2o Retail, you will first contact i2o Retail and make a good faith sustained effort to resolve the dispute before resorting to more formal means of resolution. 

  1. GENERAL PROVISIONS

12.1 Notice. Except as otherwise specified in this Agreement, all notices, permissions and approvals hereunder shall be in writing and shall be deemed to have been given upon: (i) personal delivery, (ii) the second business day after mailing, (iii) the second business day after sending by confirmed facsimile, or (iv) the first business day after sending by verified email (provided email shall not be sufficient for notices of termination or an indemnifiable claim). Billing-related notices to you shall be addressed to the relevant billing contact designated by you. All other notices to you shall be addressed to the relevant Service system administrator designated by you. 

12.2 Marketing. Customer permits i2o Retail to use Customer’s name and logo on the i2o Retail website, along with other customers. Either party may publicize the existence and general nature of the relationship established by these Terms through mutually agreed upon press releases and other marketing collateral. 

12.3 Export Compliance. The Service, Content, other i2o Retail technology, and derivatives thereof may be subject to export laws and regulations of the United States and other jurisdictions. i2o Retail and Customer each represent that it is not named on any U.S. government denied-party list. You shall not permit Users to access or use the Service in a U.S.-embargoed country or in violation of any U.S. export law or regulation. 

12.4 Entire Agreement; Order of Precedence. These Terms, including any Order Form(s) executed hereunder by Customer and i2o Retail (including any Schedules thereto), constitute the entire agreement between i2o Retail and Customer regarding Customer’s use of the Service and Content and supersede all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter.  Unless a provision of an Order Form specifically overrides these Terms, these Terms control in the event of any conflict or inconsistency between these Terms and an Order Form. No modification, amendment, or waiver of any provision of these Terms shall be effective unless in writing and either signed or accepted electronically by the party against whom the modification, amendment or waiver is to be asserted. Notwithstanding any language to the contrary therein, no terms or conditions stated in your purchase order or other order documentation (excluding Order Forms) shall be incorporated into or form any part of these Terms, and all such terms or conditions shall be null and void. 

12.5 Relationship of the Parties. The parties are independent contractors. Neither these Terms nor any Order Form creates a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties. Each party will be solely responsible for payment of all compensation owed to its employees, as well as all employment-related taxes. During the performance of any professional services, and for a period of one year after conclusion of such services, both parties agree not to solicit, induce, attempt to hire or hire any employee of the other party, or assist in such hiring by any other person or business entity or encourage any such employee to terminate his or her employment with the other party, without prior written consent of the other party. 

12.6 Waiver. No failure or delay by either party in exercising any right (including invoicing) under these Terms will constitute a waiver of that right. 

12.7 Severability. If any provision of these Terms is held by a court of competent jurisdiction to be contrary to law, the parties agree that the court should endeavor to give effect, to the maximum extent permitted by law, to the parties’ intentions as reflected in the provision, and the remaining provisions of these Terms will remain in full force and effect. 

12.8 Assignment. Neither party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the other party’s prior written consent (not to be unreasonably withheld, delayed or conditioned); provided, however, either party may assign these Terms (including all Order Forms) in its entirety, without the other party’s consent, to its Affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of the assets of a party or a business division thereof, provided the assignee has agreed to be bound by all of the terms of these Terms and all past due fees are paid in full. Notwithstanding the foregoing, if a party is acquired by, sells all or substantially all of its assets to, or undergoes a change of control in favor of, a direct competitor of the other party, then such other party may terminate these Terms upon written notice. Any attempt by a party to assign its rights or obligations under this Agreement in breach of this Section shall be void and of no effect. Subject to the foregoing, this Agreement shall bind and inure to the benefit of the parties, their respective successors and permitted assigns. 

12.9 Governing Law and Jurisdiction. The laws of the State of Washington, USA, without regard to principles of conflicts of laws, govern these Terms, any Order Form(s), any incorporated documents, and any other terms and conditions subsequently agreed to by the parties in connection with the Service, and any dispute arising between Customer and i2o Retail. The parties agree that the jurisdiction and venue of any action with respect to this Agreement shall be in a court of competent subject matter jurisdiction located in the State of Washington, USA. 

12.10 Waiver of Jury Trial. Each party hereby waives any right to jury trial in connection with any action or litigation in any way arising out of or related to these Terms. 

12.11 Force Majeure. If either party to these Terms shall be prevented, hindered or delayed in the performance or observance of any of its obligations hereunder, with the exception of payment obligations, by reason of any act of God, natural disaster, war, riot, civil commotion, explosion, fire, government action, epidemic, pandemic, Internet failure, Internet service provider interruption, failure or other circumstance beyond its reasonable control (a “Force Majeure Event“), then such party shall be excused from further performance or observance of the obligation so affected for as long as such circumstances shall prevail. 

12.12 No Third-Party Beneficiaries. There are no third-party beneficiaries to these Terms.