Terms and Conditions

You, the subscriber, acknowledge the terms and conditions of this Subscription Agreement and Terms of Use (the "Terms") by clicking on the "I accept" button and completing the registration procedure. Accessing or implementing data from this service (as defined below) will also constitute your acceptance of these Terms.

These Terms are between you and the organization on whose behalf you accept the terms ("you", "Customer" or "Subscriber") and PricerCube.com, ("us" or "PricerCube.com").

You will provide PricerCube.com a list of description of your merchandise products, media, or digital content goods (the "Catalog") in the form of XML files or CSV files or other mutually agreed upon format. Once we receive your product Catalog, we will validate the content within 48 to 72 hours. During the product validation period we may contact you to clarify the content details. After the product validation process is complete, the PricerCube.com Price Intelligence service begins. Note: the accuracy of the competitor prices we provide is depends on the accuracy of catalog information we receive from you. Your catalog information must be accurate. You can set the interval at which the competitor data would be available in your dashboard, from every 1 day to every 15 days. Subject to the availability of competitor data, your Price Intelligence output data with competitor prices will be available in your account Dashboard for download at the set intervals. You can also set your account to have the competitor data transferred to your server via FTP (“File Transfer Protocol”) service. This can be setup through your account dashboard. When the competitor data is available at the set interval, we can transfer the file to your server via FTP.

PricerCube.com owns and/or maintains and operates application servers that host web-based service to provide e-commerce, and competitor price information. Your subscription provides access to the data output from our application servers. This service is offering in a business-to-business fashion is the PricerCube.com Price Intelligence ("PricerCube.com Price Intelligence").

Provided you are not in breach of these Terms, PricerCube.com grants you a limited web based monthly subscription access to use competitor price information from the PricerCube.com Price Intelligence software. You agree to pay PricerCube.com monthly subscription fee for use of the PricerCube.com Price Intelligence data as specified on the order form. The subscription fee is recurring. If the account becomes past due from the recurring payment date, or if the credit card in use cannot accept new charges, then PricerCube.com will be relieved of its obligation to perform services under these Terms. The competitor data updates to your dashboard will be terminated. If either party commences, any litigation arising from or relating to this agreement, the prevailing party will be entitled to recover its reasonable costs and attorneys fees, both at trial and on appeal.

You are responsible for your account compliance with all applicable laws, rules and regulations, if any, related to your use of the PricerCube.com Price Intelligence. You shall not allow any third party to: (a) transfer, sell, lease, syndicate, sub-syndicate, lend, or use for co-branding, timesharing, service bureau or other unauthorized purposes the PricerCube.com Price Intelligence or any part thereof or access thereto; (b) modify, adapt, translate, prepare derivative works from, decompile, reverse engineer, disassemble or otherwise attempt to derive source code from the PricerCube.com Price Intelligence, or any part thereof; (c) remove, deface, obscure, or alter PricerCube.com copyright notice, trademarks or other proprietary rights notices affixed to or provided as a part of the PricerCube.com Price Intelligence or any other PricerCube.com technology, data, materials and documentation; (d) crawl, spider, index or in any non-transitory manner store or cache information obtained from the PricerCube.com Price Intelligence (including, but not limited to, copy or derivative thereof); (e) attempt to hack into or access without authorization any non-site related metrics from the PricerCube.com Price Intelligence Dashboard; (f) create or attempt to create a substitute or similar service or product through use of or access to the PricerCube.com Price Intelligence or proprietary information related thereto; and/or (g) engage in any action or practice that reflects poorly on PricerCube.com or otherwise disparages or devalues PricerCube.com reputation or goodwill.

The PricerCube.com Price Intelligence Subscription and data may be modified, or the PricerCube.com Price Intelligence service maybe terminated, at any time by PricerCube.com in its sole discretion without notice to you, any user, or any third party. If PricerCube.com decides to terminate the PricerCube.com Price Intelligence service, your sole remedy will be to discontinue use of the Service. Due to the termination, no refund will be provided for the remaining subscription period.

PricerCube.com will, at its sole discretion, (i) provide technical documentation for the PricerCube.com Price Intelligence Service, (ii) offer technical support on an as-available basis through the Customer Dashboard, and (iii) provide updates and news regarding new features, versions, and technology updates.

The PricerCube.com Price Intelligence service may be subject to temporary shutdowns due to causes beyond our reasonable control, and PricerCube.com will have no liability to you, your customers, or any third party for such temporary shutdowns. PricerCube.com will attempt to notify you of any factor or event that is likely to cause a material interruption in the delivery of Services. PricerCube.com assumes no responsibility for the availability or lack of availability of your site. If any unavailability of the PricerCube.com Price Intelligence causes your site to incur downtime or if you cannot connect to the PricerCube.com Price Intelligence, you may contact PricerCube.com for assistance in resolving the issue. PricerCube.com has no obligation to assist you, but may do so in its discretion, and in any event PricerCube.com has no obligation to assist you with respect to problems with the PricerCube.com Price Intelligence, its data, or the interface to the extent such problems are caused by (a) a malfunction of computer hardware or third party materials for which you have maintenance, support, and/or operational responsibility; or (b) any act of you or a third party not acting on behalf of PricerCube.com.

If you use the PricerCube.com Price Intelligence, you must (i) provide your catalog data or product listing in XML files or CSV files (ii) implement and maintain your own site to leverage the competitor data you receive from PricerCube.com

PricerCube.com uses proprietary methodology to match goods and services with the data provided by you. PricerCube.com may, make assumption when matching goods and services, and the Customer may agree or disagree with such assumptions. Regardless, you represent and warrant that you use the PricerCube.com Service, the Website and the data on the basis that you have no objections to the assumptions made with respect to such matching methodology (which may include assumptions as to matching rules) and you have no objection to the limitations of any matching methodology or assumptions.

PricerCube.com owns registered and unregistered trademarks and service marks, including without limitation "PRICERCUBE.COM". In using the service, no license is granted to you to use any mark of PricerCube.com for any purpose except as set forth in this section.

PricerCube.com Price Intelligence does not require any personal information from users other than basic contact information during account registration and service subscription. In all events, we treat all such personal information in accordance with our privacy policy. Your personal information will not be shared with a third party by PricerCube.com.

PricerCube.com Price Intelligence does not share your data with third parties. Your data will be used to identify competitor pricing data only, and will not be or shared with other subscribers or third parties in any form. In the event PricerCube.com goes through a business transition, such as a merger, being acquired by another company, co-branding a product, or selling a portion of its assets, users’ personal information and user data feed will, in most instances, be part of the assets transferred.

You may terminate these Terms for any reason or for no reason by canceling your subscription using your account or by contacting PricerCube.com using the support request system. In order to prevent recurring charges, the cancelation notice will have to be executed within 28 days of the 30 day subscription period. PricerCube.com may terminate your use of the Service at any time. You will continue to have access to your account and the competitor data provided. You dashboard will continue to receive competitor data for the remainder of the 30 day subscription period during which the cancelation was executed. Once the 30 day period is expired, then the dashboard will not be updated with competitor data.

PricerCube.com is not responsible for any foreign, U.S. federal, state, local, municipal, or other governmental taxes, duties, levies, fees, excises, or tariffs, owed by You from using the PricerCube.com Price Intelligence service.

You warrant and represent that: (a) all information provided by you to PricerCube.com in connection with your registration for and use of the PricerCube.com Price Intelligence is a valid product catalog intended for a purpose of selling; (b) you retain full power and authority to enter into this agreement with PricerCube.com; (c) (i) the product catalog does not contain illegal products such as guns and gun accessary of any kind or promote violence; (ii) any porn or sexual material or obscenity; (iii) violate any statute or state law; (d) you are not in any legal proceedings which may not allow you to fulfill your obligations under these Terms; (e) you will perform your obligations under these Terms and use PricerCube.com Price Intelligence responsibly and according to this term.

You agree to indemnify, defend and hold harmless PricerCube.com and its affiliates (including any officers, directors or employees thereof) from and against any claims arising from or related in any way to Customer’s breach of any representation of Customer and the use of the Customer Website by third parties.

The parties are independent contractors. No person performing any of the work or services described herein on behalf of one of the parties will be considered an officer, agent, servant or employee of the other. Each party will be responsible for the acts or omissions of its own officers, agents, employees, and subcontractors. Nothing herein will be construed as creating a partnership or joint venture between the parties.

Neither party will be liable for any failure to perform due to unforeseen circumstances or an Act of God.

These Terms are governed by the laws of United States of America.

A party's failure to exercise or delay in exercising any right, power or privilege under this Agreement shall not operate as a waiver; nor shall any single or partial exercise of any right, power or privilege preclude any other or further exercise thereof.

Each Party acknowledges that it has read these Terms, understands them, and agrees to be bound by them. These Terms represent the entire understanding of the Parties with respect to their subject matter and supersede all prior agreements, negotiations, representations, statements and writings among the Parties relating to their subject matter.