TERMS OF USE SKU GRID The Web site and Services are provided by Rachitskiy R&D LLC, d/b/a SKU Grid, an Ohio limited liability company with a principal place of business located at 2773 Lancashire Road, Cleveland Heights, Ohio 44106. SECTION I: DEFINITIONS, AGREEMENT TO BE BOUND 1.1. Definitions. References to “Dispute” mean any claim, conflict, controversy, disagreement between the Parties arising out of, or related in any way to, these Terms (or any Terms, supplement or amendment contemplated by these Terms,) including, without limitation, any action in tort, contract or otherwise, at equity or at law, or any alleged breach, including, without limitation, any matter with respect to the meaning, effect, validity, performance, termination, interpretation or enforcement of these Terms or any Terms contemplated by the Terms. References to “Material Breach” mean any breach of these Terms upon the occurrence of which a reasonable person in the position of the non-breaching Party would wish to immediately terminate these Terms because of that breach. References to the “Services” mean any and all services offered by us, including but not limited to product price monitoring and repricing across Users’ marketplaces, including but not limited to eBay and Amazon. References to the “Terms” and/or “Agreement,” mean this, these Terms of Use as set forth herein. References to “us,” “we,” “our,” and/or “SKU Grid,” mean Rachitskiy R&D LLC, d/b/a SKU Grid. References to the “Web site” mean the Web site bearing the URL www.skugrid.com. References to “you,” and/or “User” mean the User of the Web site and/or Services. 1.2. _ Agreement to be Bound. The following Terms of Use, together with the relevant information set out on this Web site, including any features and services available, such as RSS feeds, podcasts, video and photographs, publications, and other materials are subject to the Terms of Use set forth below. Please read them carefully as any of use of this Web site constitutes an agreement, without acceptance, to be bound thereby by the User. By using the Web site you represent that you are at least eighteen (18) years old, have read and understand the Terms of Use, and that you agree to be bound by these Terms of Use as set forth below. These Terms of Use are subject to the Privacy Policy, which also governs your use of the Web site. SECTION II: GENERAL PROVISIONS 2.1. _ About Us. At SKU Grid, we help businesses stay competitive by monitoring product prices across a variety of stores, and, where necessary, repricing Users’ products offered for sale on eBay, Amazon and other marketplaces. A full list of supported stores may be found at http://skugrid.com/web/stores, as amended from time to time by us in our sole and exclusive discretion. SKU Grid is an eBay verified application. 2.2. _ Accuracy, Completeness and Timeliness of Information. We are not responsible if information made available on the Web site and/or the Services is not accurate, complete or current. You acknowledge that the Web site and the Services are provided for general information only and should not be relied upon or used as the sole basis for making decisions without consulting primary, more accurate, more complete or more timely sources of information. You acknowledge further that any reliance on the Web site and/or Services is at your own risk. 2.3. Errors in Web Site and/or Services. We do not warrant that any errors in the Web site and/or Services will be corrected. 2.4. _ Modifications and Changes to Terms of Use. We may modify, add to, suspend or delete these Terms of Use or other agreements, in whole or in part, in our sole discretion at any time, with such modifications, additions or deletions being immediately effective upon their posting to the Web site. Your use of the Web site and/or continued use of the Services after modification, addition or deletion of these Terms of Use shall be deemed to constitute acceptance by you of the modification, addition or deletion. 2.5. _ Modifications and Changes to the Web Site and/or Services. We may modify, add to, suspend, or delete any aspect of this Web site and/or Services offered by us, in whole or in part, at our sole discretion at any time, with such modifications, additions or deletions being immediately effective. Such modifications, additions or deletions may include but are not limited to content offered, hours of availability, and equipment needed for access or use. 2.6. _ Access to Web site and/or Services. Though we try to make the Web site and Services available twenty-four (24) hours a day, seven (7) days a week, except for planned down-time for maintenance, we do not warrant that the Web site and Services will be at all times available. We do not warrant that your computer, tablet, and/or smartphone will be able to access and/or support the Web site and/or Services. 2.7. Right of Refusal, Limitation, Discontinuation, and Termination. We reserve the right to refuse to provide access to the Web site and/or the Services for any reason at any time in our sole and exclusive discretion. We may, in our sole and exclusive discretion, limit or cancel a User Account for any reason whatsoever. In the event that we make a change to or cancel an Account, we may attempt to notify you by contacting the e-mail and/or billing address/phone number provided at the time your Account was created; however, the failure to do so shall not result in any liability, including liability for lost data deleted as a result of the Account termination. 2.8. _ Prohibited Uses of Web site and Services. In addition to the other restrictions on use set forth herein, you agree and acknowledge that you shall not use the Web site and/or the Services: (a) for any unlawful purpose; (b) to solicit Users to perform or participate in any unlawful acts or to engage in acts that are unrelated to the purpose(s) of the Web site and/or Service(s); (c) to violate any international, governmental, federal, provincial or state regulations, rules, laws, or local ordinances; (d) to infringe upon or violate our intellectual property rights or the intellectual property rights of others; (e) to harass, abuse, insult, harm, defame, slander, disparage, intimidate, or discriminate based on gender, sexual orientation, religion, ethnicity, race, age, national origin, or disability; (f) to submit false or misleading information; (g) to upload or transmit viruses or any other type of malicious code that will or may be used in any way that will affect the functionality or operation of the Web site and/or the Services; (h) to collect or track the personal information of others; (i) to spam, phish, pharm, pretext, spider, crawl, or scrape; (j) for any obscene or immoral purpose; or (k) to interfere with or circumvent the security features of the Web site and/or the Services. We reserve the right to terminate your use of the Web site and/or the Services for violating any of the prohibited uses or for any other reason in our sole and exclusive decision. 2.9. Technical Support. We provide twenty-four (24) hour on-line support, (hereinafter “Technical Support,”). Technical Support may be requested by visiting http://skugrid.freshdesk.com . You may also find more information about our Services via the Web site at http://skugrid.com/web and via our FAQs at http://skugrid.freshdesk.com/support/home. SECTION III: ACCOUNTS, USE OF THE SERVICES 3.1. _ Online Accounts. Users shall be given the opportunity to register via an online registration form to create a User account, (hereinafter your “Account,”) that will allow you to receive information from us and/or to participate in certain features of the Web site and/or Services. We will use the information you provide in accordance with our Privacy Policy. By registering with us, you represent and warrant that all information you provide on the registration form is current, complete and accurate to the best of your knowledge. You agree to maintain and promptly update your registration information so that it remains current, complete and accurate. During the registration process, you will be required to choose a password. You acknowledge and agree that we may rely on this password to identify you. You are responsible for all use of your Account, regardless of whether you authorized such access or use, and for ensuring that all use of your Account complies fully with the provisions of these Terms of Use. 3.2. _ Multiple Accounts, Transfer Allowed. You can have more than one (1) Account and may sell, trade or transfer that Account to any other person or entity. 3.3. _ Account Guidelines. The Web site and/or Services may contain the ability to communicate with other Users on one or more platforms, comments sections, discussion forums, Web sites, landing pages, social media outlets, sales channels, and/or other interactive features, (hereinafter "Interactive Areas,”) in which Users and Third Parties may communicate. By participating in Interactive Areas, you agree and acknowledge that you: (a) shall not upload, distribute or otherwise publish to the Web site and/or the Services any libelous, defamatory, obscene, pornographic, abusive, or otherwise illegal material; (b) shall not threaten or verbally abuse other Users, use defamatory language, or deliberately disrupt discussions with repetitive messages, meaningless messages or "spam”; (c) shall not to use language that abuses or discriminates on the basis of race, religion, nationality, gender, sexual preference, age, region, disability, etc. Hate speech of any kind is grounds for immediate and permanent suspension of access to all or part of the Interactive Areas and use of the Web site and/or the Services; (d) shall not personally attack another User. Personal attacks are a direct violation of these Terms of Use and are grounds for immediate and permanent suspension of access to all or part of the Interactive Areas and use of the Web site and/or the Services; (e) shall not use the Interactive Areas to distribute or otherwise publish any material containing any solicitation of funds, advertising or solicitation for goods or services except for the sale of goods in the scope envisioned by the express purpose of the Web site and Services; (f) shall not upload, post or otherwise transmit any content that violates any law or engage in activity that would constitute a criminal offense or give rise to a civil liability; (g) shall not post unauthorized commercial communications (such as spam); (h) shall not upload, post or otherwise transmit any content that advocates or provides instruction on illegal activity or discuss illegal activities with the intent to commit them; (i) shall not upload, post or otherwise transmit content that does not generally pertain to the designated topic or theme of any Interactive Area; (j) shall not impersonate any person or entity, including, but not limited to, any of our employees, or falsely state or otherwise misrepresent your affiliation with any person or entity; (k) shall not interfere with any other User's right to privacy, including by harvesting or collecting personally-identifiable information about other Users of our Interactive Areas or posting private information about a Third Party; (l) shall not engage in unlawful multi-level marketing, such as a pyramid scheme; (m) shall not upload, post or otherwise transmit any content, software or other materials which contain a virus or other harmful or disruptive component; (n) shall not interfere with or disrupt the Web site, Services, the Interactive Areas or the servers or networks connected to the same, or disobey any requirements, procedures, policies or regulations of networks connected to the Services, Web site, and/or the Interactive Areas; and (o) shall not facilitate or encourage any violations of these Terms of Use or our policies. Users agree further and acknowledge that any profile they create may be edited, removed, modified, published, transmitted, and displayed by us, and they waive any rights they may have in having the material altered or changed in a manner not agreeable to them. 3.4. _ Rights in Submissions. Should you submit, display, publish or otherwise post any content to an Interactive Area, (hereinafter “Submissions,”) you agree to grant to us and our partners and affiliates a limited, non-exclusive, sub-licensable, worldwide, fully-paid, royalty free license to use, modify, publicly perform, publicly display, reproduce, and distribute such Submissions in any and all media now known or hereinafter developed for hosting, indexing, caching, distributing, tagging, marketing, and for all other lawful purposes without the requirement to make payment to or seek permission from you or to any Third Party. You represent and warrant that you own or have a valid license to use any and all Submissions and otherwise have the right to grant the license set forth herein, and the displaying, publishing or posting of any Submissions does not and will not violate the privacy rights, publicity rights, copyrights, trademark rights, patents, contract rights or any other intellectual property rights or other rights of any person or entity. 3.5. _ Right to Monitor. We shall have the right to monitor your Account in our sole and exclusive discretion. SECTION IV: THE SERVICES 4.1. _ Grant of Access. You agree to grant us access to your eBay, Amazon and other support marketplace’s accounts, Ebay API keys, Amazon API keys, other Marketplace keys, User's items for sale on Ebay, Amazon and/or other Marketplaces, customer sales statistics, and customer activity statistics in order to complete the Services. All information shall be held in accordance with our Privacy Policy. 4.2. _ Success not Guaranteed. You agree and acknowledge that, due to the nature of the Services, we do not guarrantee that all products will be sold at the optimal price or supplier inventories will be at all times accurately reflected. Specifically, you agree and acknowledge that we cannot guarantee an increase in your profits or number of sales; that products will always be competitively and accurately priced or repriced; and that supplier items will always be in-stock. 4.3. _ Repricing Services. Should you elect to participate in any repricing Services you agree and acknowledge that we may update your product prices as frequently as every half an hour, when applicable. Users also have the option to set their own selling price and formula. Full and complete information regarding our repricing services may be found on the Web site at all times. You agree and acknowledge that we shall strictly not be held liable in any circumstance where any product is not repriced when its supplier’s price changes. We do not guaranty that products will be at all times accurately priced, stocked or repriced and shall not be held liable therefore. 4.4. _ Supplier Tracking Services. Full and complete information regarding the supplier tracking services we offer may be found on the Web site at all times. You agree and acknowledge that we shall strictly not be held liable in any circumstance where any supplier information is not accurately updated or reflected via the Services. We do not guarrantee that item inventories shall be at all times accurately reflected and shall not be held liable therefore. 4.5. _ User Responsible for Verifying Accuracy, Pricing and Sales Decisions. User shall be ultimately responsible for the accuracy, completeness and propriety of information provided to us and upon which User relies in making any sales, repricing any products, or verifying any inventory. 4.6. Cancellation of Services. You may cancel your use of the Services at any time by contacting us at support@skugrid.com. SECTION V: SERVICE FEES; TERMS OF SALE 5.1. Service Fees. Use of the Web site is free; however, use of the Services requires the payment of Service Fees for the product selected by User upon registration or as upgraded or downgraded by the User, from time to time, in User’s sole and exclusive discretion. Such Service Fees, inclusive of taxes, are set forth on the Web site at all times at http://skugrid.com/web/subscriptions as well as at the point of sale. Service Fees shall be subject to change without notice in our sole and exclusive discretion. 5.2. Billing Cycle; Payment. User is not required to make an immediate payment and that payments are subscription based with possibility to make one time payment, wheareas subscription can be cancelled and the service will still be active as long as account has enough credits. User can have several subscriptions. 5.3. Taxes. You are not responsible to collect or withhold any such taxes, including income tax withholding and social security contributions, for us as a result of your payment of any and all fees. Any and all taxes, interest, or penalties, including any federal, state, or local withholding or employment taxes, imposed, assessed, or levied as a result of these Terms shall be paid or withheld by us. 5.4. Suspension of Services. Services are not being suspended. If user’s number of credits fall below zero, then his/her items are not going to be monitored or repriced, however he/she can resume everything at any time by getting more credits via subscription or one time payment. 5.5. _ Refunds. Due to the electronic nature of the Services, in no event other than material breach of these Terms by us shall a refund be granted, in whole or in part, for any reason or no reason whatsoever, including but not limited to User’s cancellation of the Services prior the end of a Billing Cycle or User’s failure to utilize the Services. Credits don’t have monetary value and not used credits can not be transferred or refunded. 5.6. _ Free Trial. We may, from time to time, in our sole and exclusive discretion, grant Users a free, seven- (7-) day trial of the Services. In the event that a User elects to register for the Services following any Free Trial period any used credits shall be deducted from said User’s monthly credits, as selected upon registration. Trial is offered by creating active subscription via PayPal, trial plan can be used only once by one single user. During trial user gets 999,000 credits that are active for 7 days. Trial plans are charged only on 7th day of subscription. SECTION VI: INTELLECTUAL PROPERTY; PRIVACY 6.1. Intellectual Property Rights Not Waived. This is an Agreement for access to and use of the Web site and/or the Services, and you are not granted a license to any software or intellectual property by these Terms of Use. The Web site and Services are protected by U.S. and, where applicable, international intellectual property laws. The Web site and Services belong to us and are the property of us or our licensors (if any). We retain all ownership rights in the Web site and Services. Furthermore, all material displayed or transmitted on this Web site and/or Services, including but not limited to text, photographs, images, illustrations, video clips, audio clips, and graphics, (hereinafter “Materials,”) are owned by us and are protected by U.S. and international copyright, trademarks, service marks, and other proprietary rights, laws and treaties. Except as provided, you may not copy, reproduce, publish, transmit, transfer, sell, rent, modify, create derivative works from, distribute, repost, perform, display, or in any way commercially exploit the Materials carried on the Web site, nor may you infringe upon any of the copyrights or other intellectual property rights contained in the Materials. You may not remove or alter, nor cause to be removed or altered, any copyright, trademark, or other proprietary notices or visual marks and logos from the Materials. You may make a single print copy of any Materials provided by us on this Web site and/or the Services for personal, non-commercial use only, provide that you do not remove nor cause to be removed any copyright, trademarks, or other proprietary notices or visual marks or logos from the Materials. You may not archive or retain any of the Materials accessed on this Web site and/or Services without our express written permission. All requests for archiving, republication or retention of any part of the Materials must be in writing to us and must clearly state the purpose and manner in which the Material will be used. Requests for permission to archive, retain, or republish any part of the Materials may be submitted to support@skugrid.com. You acquire no rights or licenses whatsoever in the Materials other than the limited rights to use the Web site in accordance with these Terms of Use. Any of the Materials accessed or downloaded from this site must be accessed or downloaded in accordance with the Terms of Use specified in this Agreement. We reserve any rights not expressly granted under these Terms of Use. 6.2. Feedback. You may have the opportunity to provide reviews, suggestions, ideas, and feedback, (hereinafter, collectively, “Feedback.”) Should you so provide such Feedback you grant us sole ownership of the same, which includes, without limitation, the right for us or any Third Party we designate, to use, copy, transmit, excerpt, publish, distribute, publicly display, publicly perform, create derivative works of, host, index, cache, tag, encode, modify and adapt (including without limitation the right to adapt to streaming, downloading, broadcast, mobile, digital, thumbnail, scanning or other technologies) in any form or media now known or hereinafter developed. All such Feedback shall be treated as non-confidential. If it is determined that you retain moral rights (including rights of attribution or integrity) in the content submitted by you, you hereby declare that (a) you do not require that any personally-identifying information be used in connection with the content, or any derivative works of or upgrades or updates thereto; (b) you have no objection to the publication, use, modification, deletion and exploitation of the content by us or our licensees, successors and assigns; (c) you forever waive and agree not to claim or assert any entitlement to any and all moral rights of an author in any of the content; and (d) you forever release us, and our licensees, successors and assigns, from any claims that you could otherwise assert against us by virtue of any such moral rights. You also permit any other User to access, view, store or reproduce the content for that User's personal use. Notwithstanding the foregoing, you acknowledge that your Feedback may contain concepts, ideas, materials, proposals, suggestions and the like relating to us or our initiatives, (hereinafter your “Ideas.”) With respect to your Ideas you acknowledge that: (a) we receive numerous submissions from many parties and/or may have independently-developed and/or considered ideas similar to your Ideas, and that our review of your Ideas is not an admission of novelty, priority or originality; and (b) our use of any ideas similar to your Ideas, whether based on your Feedback or Submissions, provided to us by Third Parties, or independently-developed or considered by us, shall be without obligation to you. 6.3. Grant of License. You agree to grant us a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, sub-licensable (through multiple tiers) right to exercise the copyright, publicity, and database rights (but no other rights) you provide us for provision of the Services. You agree to allow us to store or re-format your content and display your content in any way as we so choose. We will only use personal information in accordance with our Privacy Policy. You further grant us a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, sub-licensable (through multiple tiers) right to publish your name, trademark, and results of use of the Services for our own marketing purposes. SECTION VII: THIRD-PARTY ADVERTISEMENTS, PROMOTIONS, AND LINKS 7.1. Third Party Advertisements and Promotions. We may, from time to time, run advertisements and promotions from Third Parties on the Web site and/or the Services. Your dealings or correspondence with, or participation in promotions of, advertisers other than us, and any terms, conditions, warranties or representations associated with such dealings, are solely between you and such Third Party. We are not responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or as the result of the presence of Third-Party advertisers on the Web site and/or the Services. 7.2. _ Use of Third-Party Tools. We may provide you with access to Third-Party tools over which we neither monitor nor have any control nor input. You acknowledge and agree that we provide access to such tools ”as is” and “as available” without any warranties, representations or conditions of any kind and without any endorsement. We shall have no liability whatsoever arising from or relating to your use of optional Third-Party tools. Any use by you of optional tools offered through the Web site and/or the Services is entirely at your own risk and discretion, and you should ensure that you are familiar with and approve of the terms on which tools are provided by the relevant Third-Party provider(s). We may also, in the future, offer new services and/or features through the Web site and/or the Services, including but not limited to the release of new tools. Such new features and/or Services shall also be subject to these Terms of Use. 7.3. _ Third-Party Links. Certain content, products and Services available via our Web site and/or Services may include materials from Third-Parties. Third-Party links on the Services may direct you to Third-Party Web sites and/or services that are not affiliated with us. We are not responsible for examining or evaluating the content or accuracy, and we do not warrant and will not have any liability or responsibility for any Third-Party materials or Web sites and/or services, or for any other materials, products, or services of Third-Parties. We are not liable for any harm or damages related to the purchase or use of goods, services, resources, content, or any other transactions made in connection with any Third-Party with whom you connect via the services. Please review carefully the Third-Party's policies and practices and make sure you understand them before you engage in any transaction. Complaints, claims, concerns, or questions regarding Third-Party products should be directed to the Third-Party. SECTION VIII: DISCLAIMERS; LIMITATIONS OF LIABILITY; INDEMNIFICATION 8.1. _ DISCLAIMER OF WARRANTY; LIMITATION OF LIABILITY. (A) YOU AGREE THAT USE OF THE WEB SITE AND THE SERVICES IS AT YOUR SOLE RISK. NEITHER US NOR OUR AFFILIATES NOR ANY RESPECTIVE DIRECTORS, OFFICERS, MEMBERS, EMPLOYEES, CONTRACTORS, PARENTS, SUBSIDIARIES, AGENTS, THIRD-PARTY CONTENT PROVIDERS AND/OR LICENSORS WARRANT THAT THE USE OF THE WEB SITE AND/OR THE SERVICES SHALL BE UNINTERRUPTED OR ERROR FREE; NOR DO WE MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE WEB SITE AND/OR THE SERVICES OR AS TO THE ACCURACY, RELIABILITY OR CONTENT OF ANY INFORMATION PROVIDED. (B) ANY DOWNLOADABLE SOFTWARE, PRODUCTS OR OTHER MATERIALS, WITHOUT LIMITATION, IS PROVIDED ON AN "AS IS" BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF TITLE OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AGAINST INFRINGEMENT, OTHER THAN THOSE WARRANTIES WHICH ARE IMPLIED BY AND INCAPABLE OF EXCLUSION, RESTRICTION OR MODIFICATION UNDER THE LAWS APPLICABLE TO THESE TERMS OF USE. (C) ALTHOUGH ALL INFORMATION AND MATERIALS CARRIED ON THE WEB SITE AND THE SERVICES ARE BELIEVED TO BE RELIABLE, WE MAKE NO REPRESENTATIONS, NEITHER EXPRESSLY NOR IMPLIEDLY, AS TO THE ACCURACY, COMPLETENESS, TIMELINESS OR RELIABILITY OF THE WEB SITE AND/OR THE SERVICES. (D) IN NO EVENT SHALL WE, OUR AFFILIATES NOR ANY RESPECTIVE DIRECTORS, OFFICERS, MEMBERS, EMPLOYEES, CONTRACTORS, PARENTS, SUBSIDIARIES, AGENTS, THIRD-PARTY CONTENT PROVIDERS AND/OR LICENSORS BE LIABLE TO YOU OR ANYONE ELSE FOR ANY LOSS OR DAMAGES WHATSOEVER, INCLUDING BUT NOT LIMITED TO ANY DIRECT, INDIRECT, SPECIAL, CONSEQUENTIAL, INCIDENTAL, PUNITIVE, OR OTHER DAMAGES, INCLUDING BUT NOT LIMITED TO EXEMPLARY, RELIANCE, OR CONSEQUENTIAL DAMAGES, LOSS OF PROFITS, PERSONAL INJURY OR DEATH, PROPERTY DAMAGE, REPUTATIONAL HARM, OR LOSS OF INFORMATION OR DATA, ARISING OUT OF OR RELATED TO THE USE OF OR INABILITY TO USE THE WEB SITE AND/OR THE SERVICES. (E) WE DISCLAIM ANY AND ALL LIABILITY OF ANY KIND FOR ANY UNAUTHORIZED ACCESS TO OR USE OF YOUR PERSONALLY-IDENTIFIABLE INFORMATION. BY UTILIZING THE WEB SITE AND THE SERVICES YOU ACKNOWLEDGE AND AGREE TO OUR DISCLAIMER OF ANY SUCH LIABILITY. IF YOU DO NOT AGREE, YOU SHOULD NOT ACCESS OR OTHERWISE UTILIZE THE WEB SITE OR THE SERVICES. (F) OUR LIABILITY, AND (AS APPLICABLE) THE LIABILITY OF OUR AFFILIATES NOR ANY RESPECTIVE DIRECTORS, OFFICERS, MEMBERS, EMPLOYEES, CONTRACTORS, PARENTS, SUBSIDIARIES, AGENTS, THIRD-PARTY CONTENT PROVIDERS AND/OR LICENSORS, TO YOU OR ANY THIRD PARTIES IN ANY CIRCUMSTANCE IS LIMITED TO THE GREATER OF (A) THE AMOUNT OF FEES YOU PAY TO US IN THE TWELVE (12) MONTHS PRIOR TO THE ACTION GIVING RISE TO LIABILITY, OR (B) ONE HUNDRED U.S. DOLLARS AND NO/CENTS ($100.00,) WHICHEVER IS GREATER. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO CERTAIN USERS. The above limitations shall survive these Terms and inure to the benefit of us and our affiliates and respective directors, officers, employees and agents. 8.2. _ INDEMNIFICATION. YOU AGREE TO DEFEND, INDEMNIFY AND HOLD US HARMLESS, AS WELL AS OUR AFFILIATES NOR ANY RESPECTIVE DIRECTORS, OFFICERS, MEMBERS, EMPLOYEES, CONTRACTORS, PARENTS, SUBSIDIARIES, AGENTS, THIRD-PARTY CONTENT PROVIDERS AND LICENSORS, FROM AND AGAINST ALL CLAIMS, SUITS, AND EXPENSES, INCLUDING ATTORNEYS' FEES, ARISING OUT OF OR RELATED TO (A) YOUR USE OF THE WEB SITE AND/OR SERVICES; (B) YOUR NONCOMPLIANCE WITH OR BREACH OF THIS AGREEMENT; (C) YOUR USE OF THIRD-PARTY SERVICES, PRODUCTS, LINKS, ADVERTISEMENTS, AND/OR TOOLS; (D) YOUR VIOLATIONS OF ANY THIRD-PARTY RIGHTS, INCLUDING THIRD-PARTY INTELLECTUAL PROPERTY RIGHTS; OR (E) THE UNAUTHORIZED USE OF THE WEB SITE AND/OR SERVICES BY ANY OTHER PERSON USING YOUR INFORMATION. SECTION IX: GOVERNING LAW; ARBITRATION 9.1. _ Governing Law. These Terms shall be governed and construed in accordance with the laws of the state of Ohio without regard to its conflicts of law provisions. You agree to submit to the personal jurisdiction of the courts located in Cuyahoga County, Ohio, and any cause of action that relates to or arises from these Terms and/or the Web site and/or the Services must be filed therein unless subject to the binding arbitration provisions of Section 9.2, infra. 9.2. _ Arbitration. The Parties agree that any dispute concerning, relating, or referring to these Terms and/or the Web site and/or the Services shall be resolved exclusively by binding arbitration in accordance with the substantive laws of the state of Ohio and shall be brought for arbitration in Cuyahoga County, Ohio, pursuant to the rules of the American Arbitration Association. The arbitrator and not any federal, state, or local court or agency shall have exclusive authority to resolve any dispute relating to the interpretation, applicability, enforceability, conscionability, or formation of this contract, including but not limited to any claim that all or any part of this contract is void or voidable. Nothing herein prevents either Party from seeking any interim injunction it deems necessary in order to preserve the status quo prior to the resolution of any dispute, in any jurisdiction. SECTION X: MISCELLANEOUS 10.1. _ Affiliate Disclosure. We may have an affiliate relationship with Third-Parties and affiliates to whose products and/or services we link and promote through the Services. Because of this relationship we may earn a commission on products purchased by a User from a Third-Party affiliate. 10.2. _ Server Location; International Transfer. We operate globally so it is necessary to transfer your information internationally. In particular, your information will likely be transferred to and processed by our servers in Jacksonville, Florida. The data protection and other laws of other countries may not be as comprehensive as those in your country. Please be assured that we take reasonable steps to ensure that your privacy is protected. By using the Web site and/or the Services you consent to your information being collected, used and transferred as set forth in the Privacy Policy. 10.3. _ Authority. Each Party represents and warrants to the other that it has full power and authority to enter into this Agreement and that it is binding upon such Party and enforceable in accordance with its Terms. 10.4. _ Waiver. Any waiver of a right under these Terms of Use shall only be effective if agreed or declared in writing. A delay in exercising a right or the non-exercise of a right shall not be deemed a waiver and shall not prevent a Party from exercising that right in the future. The rights and remedies herein provided are cumulative and not exclusive of any rights and remedies provided by law. 10.5. _ Force Majeure. We shall not be bound to meet any obligation if prevented from doing so as a consequence of acts of God or force majeure, including but not limited to measures taken or imposed by any government or public authority or in case of any other event beyond the control of us, including but not limited to natural disasters (such as storm, hurricane, fire, flood, earthquake), war, civil unrest, terrorist activities, states of emergency, government sanctions, embargos, nationalizations, strikes and breakdowns of public utilities (such as of electricity or telecommunication services). We shall use all reasonable efforts to notify you of the circumstances causing the delay and to resume performance as soon as possible, both without undue delay. 10.6. _ Assignment. We shall have the right to assign and/or transfer these Terms of Use and our rights and obligations hereunder to any Third Party after notifying you as provided for herein. You agree and acknowledge that you shall not assign or transfer its rights or sub-contract or delegate the performance of any of its obligations under these Terms of Use without our prior written consent in our sole and exclusive discretion. 10.7. _ Rights of Third Parties. These Terms do not give any right to any Third Party unless explicitly stated herein. 10.8. _ Relationship of the Parties. The Parties are independent contractors under these Terms, and nothing herein shall be construed to create a partnership, joint venture or agency relationship between them. Neither Party has authority to enter into Terms of any kind in the name of the other Party. 10.9. _ Severability. If any part of this Agreement is determined to be invalid or unenforceable by applicable law, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of this Agreement will continue in effect. 10.10. Notices. Except as explicitly stated otherwise, any notices shall be given by postal mail to us at Rachitskiy R&D LLC, d/b/a SKU Grid, 2773 Lancashire Road, Cleveland Heights, Ohio 44106. In the case of any User any notices shall be given to the email address you provide to us (either during the registration process or when your email address changes). Notice shall be deemed given twenty-four (24) hours after email is sent, unless the sending party is notified that the email address is invalid. Alternatively, we may give you notice by certified mail, postage prepaid and return receipt requested, to the address provided to us upon Account registration. In such case, notice shall be deemed given three days after the date of mailing. 10.11. _ Updates & Effective Date. The effective date of these Terms is this 17 day of December, 2015. From time to time, we may update these Terms of Use by prominently posting a notice of update to the Web site and contacting you at the email you provided upon registration, so we encourage you to review them often.