NextShopper Labs Terms of Service

Thank you for participating in the NextShopper Labs Program. These NextShopper Labs Program Terms (“NextShopper Labs Terms”) apply to and govern your participation in any public or private NextShopper Labs programs (collectively, the “NextShopper Labs Program”) and the use of NextShopper Labs products and services (“NextShopper Labs Services”). By participating in the NextShopper Labs Program or using any NextShopper Labs Services, you agree to these Terms.

1. Eligibility and Participation

To participate in the NextShopper Labs Program or use NextShopper Labs Services, you must receive approval or an invitation from us (“NextShopper” or “we”). Only customers in good standing with an active subscription to a NextShopper service may participate, and this participation is contingent on continued adherence to NextShopper’s Terms of Service, Privacy Policy, and Acceptable Use Policy. These policies are incorporated by reference and will apply to your use of the NextShopper Labs Program and any associated NextShopper Labs Services.

BY USING ANY NEXTSHOPPER LABS SERVICE, YOU HEREBY ACCEPT AND AGREE TO BE BOUND BY THESE NEXTSHOPPER LABS TERMS. NEXTSHOPPER LABS SERVICES ARE PROVIDED ON AN “AS IS” OR “AS AVAILABLE” BASIS AND MAY CONTAIN BUGS OR ERRORS. NEXTSHOPPER HAS NO OBLIGATION TO PROVIDE MAINTENANCE OR SUPPORT FOR THESE SERVICES. YOU ASSUME ALL RISKS ASSOCIATED WITH YOUR USE OF NEXTSHOPPER LABS SERVICES, INCLUDING COSTS FOR INTERNET ACCESS, DEVICE USAGE, AND BACK-UPS, AND ARE RESPONSIBLE FOR ANY DAMAGE TO YOUR SYSTEM OR DATA RESULTING FROM YOUR USE.

If you represent a company, you confirm you have the authority to bind that entity to these terms. If not, or if you do not agree to these terms, you may not use NextShopper Labs Services.

2. NextShopper Labs Services

NextShopper Labs Services may function as separate, stand-alone products or as new features or functionalities for existing NextShopper services. A description of the Labs Service may be provided prior to your use, or if changes occur to the service. By agreeing to these Labs Terms, we grant you a limited, non-exclusive, revocable license to use the applicable Labs Services.

3. Confidentiality

You agree that all data, services, and information provided as part of the NextShopper Labs Program are strictly confidential and constitute proprietary NextShopper information. Premature disclosure of this information may harm NextShopper’s competitive interests. Confidential information may not be shared with anyone outside of authorized users within your NextShopper Account or Workspace.

4. Feedback

NextShopper provides Labs Services for evaluation and feedback purposes only, without compensation or reimbursement. By using Labs Services, you agree to communicate your feedback to NextShopper. Opting out of this communication may result in termination of your participation in the Labs Program. NextShopper will own any feedback provided and may incorporate it into our products or services. We may also monitor your Labs Services usage to improve NextShopper products.

5. Intellectual Property and Ownership

As between you and NextShopper, all intellectual property rights for Labs Services are owned by NextShopper. This includes all associated text, graphics, code, trademarks, and other proprietary material. You may not copy, reproduce, sell, or otherwise distribute NextShopper Labs Services for commercial or public use.

6. Term, Modification, and Termination

These Labs Terms will remain in effect for the duration of your participation in any NextShopper Labs Program. Either party may terminate participation at any time for any reason, upon written notice. Termination may also occur automatically if you breach any term of this Agreement, including confidentiality obligations. NextShopper reserves the right to modify or terminate any Labs Service, with or without notice, at its sole discretion.

7. Disclaimer of Warranties

YOU AGREE THAT NEXTSHOPPER LABS SERVICES ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS. YOUR USE IS AT YOUR SOLE RISK. NEXTSHOPPER EXPRESSLY DISCLAIMS ALL WARRANTIES, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. NEXTSHOPPER DOES NOT WARRANT THAT THE SERVICES WILL MEET YOUR REQUIREMENTS OR BE FREE OF ERRORS, NOR DOES IT WARRANT THE ACCURACY OF ANY RESULTS OR INFORMATION OBTAINED THROUGH THE SERVICES.

8. Limitation of Liability

IN NO EVENT SHALL NEXTSHOPPER BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES RELATED TO THESE LABS TERMS OR YOUR USE OF LABS SERVICES. NEXTSHOPPER’S TOTAL LIABILITY SHALL NOT EXCEED $100.00. THESE LIMITATIONS APPLY EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

9. Indemnification

You agree to indemnify and hold harmless NextShopper and its affiliates, officers, directors, agents, and employees from any third-party claims arising from (i) your breach of these Labs Terms, (ii) your participation in the Labs Program, or (iii) your violation of applicable laws.

10. General Provisions

10.1 Changes to Terms

NextShopper reserves the right to update these Labs Terms. Continued use of Labs Services will constitute acceptance of any revised terms.

10.2 Compliance with Laws

Both parties agree to comply with all applicable laws, including import and export laws, in relation to the use of Labs Services.

10.3 No Waiver

NextShopper’s failure to enforce any term is not a waiver of that term or any future terms.

10.4 Survival

Sections 1, 2, 3, 4, 5, 6, 7, and 10 will survive the termination of these Labs Terms.

10.5 Assignment and Governing Law

These Labs Terms are governed by the laws of the State of California. They are personal to you and may not be assigned. Any provision deemed unenforceable will be limited or deleted as needed, so the remaining terms remain in full force.