SKULabs Terms of Use

Please read this Agreement carefully. By creating an Account with SKULabs to utilize any of its Services, you agree to be bound by the terms of this Agreement. If you do not agree to all the terms of this Agreement, you must discontinue use of all SKULabs Services immediately.

The website located at SKULabs.com and any other websites featuring this Agreement (the “Site”) are copyrighted intellectual property belonging to SKULabs (“SKULabs”, Company”, “us”, “our”, and “we”). SKULabs provides Services that may be made accessible via the Site, applications, and/or APIs in SKULabs’s sole discretion that enables Users to manage and fulfill orders from connected electronic commerce platforms (defined collectively, with all other services provided through the Site, as “Services”).

This SKULabs Terms of Use Agreement (“Agreement”) is entered into by SKULabs, on behalf of itself and its affiliates, (the “Company”) and you (“User”) and governs your access and use of SKULabs Services. If you are accessing or using SKULabs Services on behalf of a company or other legal entity, you represent and warrant that you are an authorized representative of that entity and have the authority to bind such entity to this Agreement, in which case the terms “User” and “You” shall refer to such entity.

Account

In order to use SKULabs Services, you must register for an Account with SKULabs or be invited to use the Services by an existing SKULabs Account holder, and provide certain information about yourself as prompted by the registration form. By creating an Account with SKULabs, you represent and warrant that all required registration information you submit is truthful and accurate, and that you are authorized to access and use the email address associated with the Account.

You agree to immediately notify SKULabs of any unauthorized use or suspected unauthorized use of your Account or any breach of security related to the Services. SKULabs cannot and will not be liable for any loss or damage arising from your failure to comply with the above requirements.

Users on your Account with the role of “Administrator” may use your SKULabs Account to invite a set number of Users to use the Account in accordance with this Agreement. If SKULabs has reason to believe or suspect that a SKULabs Account holder is using more than one Account or is otherwise abusing access to User Accounts, it may issue a warning and terminate the applicable SKULabs Account and any associated User Accounts at any time in its sole discretion with no liability to any User of such Accounts.

Each Site User is solely responsible for any and all of their User Content. Because SKULabs does not control User Content, each User acknowledges and agrees that SKULabs is not responsible for any User Content, and no guarantees can be made regarding the accuracy, stability, or quality of any User Content. Your interactions with other Users operating on your Account are solely between you and such User. You agree that SKULabs will not be responsible for any loss or damage incurred as the result of any such interactions.

Site License

Subject to the terms of this Agreement, SKULabs grants you a non-transferable, non-exclusive license to use the Site and Services for your internal business use.

The rights granted to you in this Agreement are subject to the following restrictions:

(a) you shall not license, sell, rent, lease, or transfer the Site or Services without the express written content of SKULabs;

(b) you shall not modify, make derivative works of, or reverse engineer any part of the Site or Services without the express written content of SKULabs; and

(c) you shall not access the Site or Services in order to build a similar or competitive service without the express written content of SKULabs.

Any future release, update, or other addition to functionality of the Site or Services shall be subject to the terms of this Agreement. All copyright and other proprietary notices on any Site or Services content must be retained on all copies thereof.

SKULabs reserves the right to, without prior notice, change the Service; stop providing the Service or features of the Service, to you or to Users generally; or create usage limits for the Service. SKULabs may permanently or temporarily terminate or suspend your access to the Service without notice and liability for any reason, including if, in the sole discretion of SKULabs, you violate any provision of these Terms, or for any or no reason. Upon termination for any reason or no reason, you continue to be bound by these Terms.

You agree that SKULabs will not be liable to you or to any third party for any modification, suspension, or discontinuance of the Site or Services or any part thereof. In the event that SKULabs terminates your access to the Site or Services, SKULabs will reimburse any unused fees already paid by you pursuant to this Agreement on a prorata basis.

Excluding your User Content, you acknowledge that all intellectual property rights, including copyrights, patents, trademarks, and trade secrets, in the Site and Services are owned by SKULabs or its licensors. The provision of the Site and Services does not transfer to you or any third party rights, title or interest in or to such intellectual property rights. SKULabs and its suppliers reserve all rights not granted in this Agreement.

By agreeing to these Terms of Use, you grant SKULabs LLC a non-exclusive, royalty-free, worldwide license to use your company’s name, trademarks, and service marks (collectively, “Your Company Marks”) in our marketing, promotional, and advertising materials. This includes the right to announce our business relationship and to indicate that you are a client of our services in our digital and print marketing campaigns, press releases, and case studies. We agree to present Your Company Marks in a manner that is respectful and consistent with your brand guidelines, as provided by you. This license is limited to the purpose of promoting or highlighting the services we provide to you and is revocable by you at any time by providing us with written notice.

Paid Services

Certain aspects of the Service may be provided for a fee or other charge at any time. If you elect to use paid aspects of the Service, you agree to the pricing and payment terms set forth in any Agreement executed by you and the Service. SKULabs may add new services for additional fees and charges, or amend fees and charges for existing services, at any time in its sole discretion. Any change to our pricing or payment terms shall become effective in the billing cycle following notice of such change to you as provided in these Terms.

While SKULabs reserves the right to suspend your access to the Service for lack of use, lack of payment, or violating the terms of this Agreement, all Accounts are generally maintained perpetually unless and until they are suspended by their respective owners. If you elect to use paid aspects of the Service, your Account will be automatically invoiced and billed at the conclusion of each payment term. Following any Account suspension, SKULabs may retain certain Account data for a period of time in the event of Account reactivation. The length of time that SKULabs maintains Account information shall be in the sole discretion of SKULabs.

If you have a question about charges made to your account, please contact SKULabs immediately. If the charges were made in error, SKULabs will credit your account for the appropriate amount. SKULabs has a zero tolerance policy for chargebacks. Any customer who disputes a credit card payment that is found to be valid will be permanently banned from using the Service.

Shipping Policy

Certain portions of the Service may display delivery service options offered by third parties. These displays on or through the website do not in any way imply, suggest, or constitute any sponsorship or approval of SKULabs by any such service provider or any affiliation between SKULabs and any such service provider. Likewise, our display of delivery service options does not suggest a recommendation by us of the service provider. At no time does SKULabs become a party in any contract to pick up, transport, deliver, or otherwise treat your merchant goods.

You agree that SKULabs is in no way responsible for the accuracy, timeliness or completeness of information it may obtain from any third party service providers. Your interaction with any service provider through the Service is at your own risk, and we will have no liability with respect to the acts, omissions, errors, representations, warranties, breaches or negligence of any such service provider for any personal injuries, death, property damage, or other damages or expenses resulting from your interactions with the service provider.

User Content and Responsibility

You are solely responsible for your User Content, which refers to any and all information and content that a User submits to, or uses with, the Site or Services (e.g., content in your catalog, orders, shipments, or User profiles). You assume all risks associated with use of your User Content, including any reliance on its accuracy, completeness or usefulness by others, or any disclosure of your User Content that makes you or any third party personally identifiable. You hereby represent and warrant that your User Content does not violate the Acceptable Use Policy (defined below). You may not state or imply that your User Content is in any way provided, sponsored or endorsed by SKULabs. Because you alone are responsible for your User Content (and not SKULabs), you may expose yourself to liability if, for example, your User Content violates the Acceptable Use Policy. SKULabs is not obligated to backup any User Content and User Content may be deleted at anytime. You are solely responsible for creating backup copies of your User Content if you desire.

If you provide SKULabs with any feedback or suggestions regarding the Site or Services, you hereby assign SKULabs all rights in the feedback given, and agree that SKULabs shall have the right to use such feedback and related information in any manner it deems appropriate. You agree that you will not provide SKULabs with feedback that includes any information or ideas that you consider to be confidential or proprietary.

Acceptable Use Policy

You agree not to use the Site or Services to collect, upload, transmit, display, or distribute any User Content:

(a) that violates any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right;

(b) that is tortious or invasive of another’s privacy; or

(c) in violation of any law, regulation, or obligations or restrictions imposed by any third party (including privacy and export control laws and regulations).

In addition, you agree not to use the Site or Services to:

(a) upload, transmit, or distribute viruses or any other software intended to damage or alter a computer system or data;

(b) send unsolicited or unauthorized advertising, promotional materials, junk mail, spam, or any other form of duplicative or unsolicited messages, whether commercial or otherwise;

(c) harvest, collect, gather or assemble information or data regarding other Users, including email addresses, without their consent;

(d) interfere with, disrupt, or create an undue burden on servers or networks connected to the Site or Services;

(e) attempt to gain unauthorized access to the Site or Services, other computer systems or networks connected to or used together with the Site or Services, through password mining or other means;

(f) harass or interfere with another User’s use and enjoyment of the Site or Services; or

(g) introduce software or automated agents or scripts to the Site or Services so as to produce multiple Accounts, generate automated searches, requests and queries, or to strip, scrape, or mine data from the Site or Services.

We reserve the right (but have no obligation) to review any User Content, investigate, and/or take appropriate action against you in our sole discretion (including removing or modifying your User Content, terminating your Account in accordance with this Agreement, and/or reporting you to law enforcement authorities) if SKULabs reasonably believes you have violated the Acceptable Use Policy or any other provision of this Agreement or otherwise create liability for us or any other person.

Third Parties

The Site might contain links to third party sites and services for third parties (collectively, “Third Party Sites”). Such Third Party Sites are not under the control of SKULabs, and as such SKULabs is not responsible for any Third Party Sites. SKULabs does not review, approve, monitor, endorse, or make any representations with respect to Third Party Sites. You use Third Party Sites at your own risk. The applicable third party’s terms and policies apply to your use of such sites, including any privacy and data gathering practices.

Indemnity

You agree to defend, indemnify and hold harmless SKULabs and its subsidiaries, agents, licensors, managers, and other affiliated companies, and their employees, contractors, agents, officers and directors, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney’s fees) arising from:

(a) your use of and access to the Service, including any data or content transmitted or received by you;

(b) your violation of any provision of this Agreement, including without limitation your breach of any of the representations and warranties above;

(c) your violation of any third-party right, including without limitation any right of privacy or Intellectual Property Rights;

(d) your violation of any applicable law, rule, or regulation;

(e) any claim or damages that arise as a result of any of your User Content or any that is submitted via your Account; or

(f) any other party’s access and use of the Service with your unique Username, password or other appropriate security code.

Limitation of Liability

The Service is provided on an “as is” and “as available” basis. Use of the Service is at your own risk. To the maximum extent permitted by applicable law, the Service is provided without warranties of any kind, whether express or implied, including but not limited to implied warranties of merchantability, fitness for a particular purpose, or non-infringement. Without limiting the foregoing, SKULabs, its subsidiaries, and its licensors do not warrant that any content presented is accurate, reliable, or correct; that the service will meet your requirements; that the service will be available at any particular time or location, uninterrupted or secure; that any defects or errors will be corrected; or that the service is free of viruses or other harmful components. Any content downloaded or otherwise obtained through the use of the service is downloaded at your own risk and you will be solely responsible for any damage to your computer system or loss of data that results from such download or your use of the service.

SKULabs does not warrant, endorse, guarantee, or assume responsibility for any product or service advertised or offered by a third party through the Service or any hyperlinked website or service, and SKULabs will not be a party to or in any way monitor any transaction between you and third-party providers of products or services. To the maximum extent permitted by applicable law, in no event shall SKULabs, its affiliates, agents, directors, employees, suppliers or licensors be liable for any direct, indirect, punitive, incidental, special, consequential, or exemplary damages, including without limitation damages for loss of profits, goodwill, use, data or other intangible losses, that result from the use of, or inability to use, SKULabs’s Services. Under no circumstance will SKULabs be responsible for any damage, loss, or injury resulting from hacking, tampering, or other unauthorized access or use of the service for your Account or the information contained therein.

To the maximum extent permitted by applicable law, SKULabs assumes no liability or responsibility for any:

(a) errors, mistakes, or inaccuracies of content;

(b) personal injury or property damage, of any nature whatsoever, resulting from your access to or use of the Service;

(d) any interruption or cessation of transmission to or from the Service;

(e) any bugs, viruses, Trojan horses, or the like that may be transmitted to or through the Service by any third party;

(f) any errors or omissions in any content or for any loss or damage incurred as a result of the use of any content posted, emailed, transmitted, or otherwise made available through the Service; and/or

(g) User Content or the defamatory, offensive, or illegal conduct of any third party.

In no event shall SKULabs, its affiliates, agents, directors, employees, suppliers, or licensors be liable to you for any claims, proceedings, liabilities, obligations, damages, losses or costs in an amount exceeding greater than either (a) the total fees actually received by SKULabs from customer for the Service during any 12-month period or (b) 1 dollar.

This Limitation of Liability section applies whenever the alleged liability is based on contract, tort, negligence, strict liability, or any other basis, even if SKULabs has been advised of the possibility of such damage. The foregoing limitation of liability shall apply to the fullest extent permitted by law in the applicable jurisdiction.

Some states do not allow the exclusion of implied warranties or the exclusion or limitation of incidental or consequential damages, so the above limitations or exclusions may not apply to you. These terms give you specific legal rights, and you may also have other rights which vary from state to state. The disclaimers, exclusions, and limitations of liability under these terms will not apply to the extent prohibited by applicable law.

The Service is controlled and operated from its facilities in the United States. SKULabs makes no representations that the Service is appropriate or available for use in other locations. Those who access or use the Service from other jurisdictions do so at their own volition and are entirely responsible for compliance with all applicable United States and local laws and regulations.

SKULabs Property

SKULabs, the SKULabs logo, and the SKULabs design are trademarks or trade dress of SKULabs, and may not be used without express written permission from SKULabs, other than for attribution, which is required via the display of the SKULabs logo and marks as presented in the Service, unless otherwise agreed in writing by SKULabs. All other trademarks not owned by SKULabs that appear on this Site are the property of their respective owners, who may or may not be affiliated with, connected to, or sponsored by SKULabs. The owners of trademarks or other third-party materials that appear on this Site and are not the property of SKULabs do not endorse or certify SKULabs. The term “Etsy” is a trademark of Etsy, Inc. This application uses the Etsy API but is not endorsed or certified by Etsy, Inc. Except for your User Content, the Service and all materials therein or transferred thereby, including, without limitation, software, images, text, graphics, illustrations, logos, APIs, software, patents, trademarks, service marks, copyrights, photographs, audio, and videos (the “SKULabs Content”), and all Intellectual Property Rights related thereto, are the exclusive property of SKULabs and its licensors (including other Users who post User Content under your Account). Except as explicitly provided herein, nothing in this Agreement shall be deemed to create a license in or under any such Intellectual Property Rights, and you agree not to sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit or create derivative works from any SKULabs Content. Use of the SKULabs Content for any purpose not expressly permitted by this Agreement is strictly prohibited.

Termination

Subject to this Section, this Agreement will remain in full force and effect while you use the Site or Services. We may (a) suspend your rights to use the Site and/or Services (including your Account) or (b) terminate this Agreement, at any time for any reason at our sole discretion, including for any use of the Site or Services in violation of this Agreement; provided that in the event that SKULabs terminates your access to the Site or Services for any reason other than you or your Users’ breach of this Agreement, SKULabs will reimburse any unused fees already paid by you pursuant to the Services Agreement on a prorata basis. Upon termination of this Agreement, your Account and right to access and use the Site and Services will terminate immediately. You understand that any termination of your Account may involve deletion of your User Content associated therewith from our databases. SKULabs will not have any liability whatsoever to you for any termination of this Agreement, including for termination of your Account or deletion of your User Content. Even after termination, the terms outlined in this Agreement hereunder will remain in effect.

Other Terms

Changes to Terms of Use

The Company reserves the right to change this Agreement and our Privacy Policy at any time. We will notify you of significant changes to the Terms by sending a notice to the primary email address specified in your Account or by placing a prominent notice on our site. Non-material changes or clarifications may take effect immediately and without notification. We encourage you to periodically check the Site and this privacy page for updates.

Choice of Law

The Agreement is made under and shall be governed by and construed in accordance with the laws of the State of Florida, without giving effect to any principles that provide for the application of the law of another jurisdiction. You hereby expressly consent to the personal jurisdiction and venue in the state and federal courts for Broward County for any lawsuit filed arising from or related to this Agreement. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement.

Entire Agreement

SKULabs and you are independent entities, and nothing in this Agreement, or via use of the Services, will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between SKULabs and you. These Terms supersede any previous Terms of Service and represent the entire Agreement between SKULabs and you. If any provision of the Terms is adjudged to be illegal or unenforceable, the continuation in full force of the remainder of the Terms will not be prejudiced, and the illegal or unenforceable provision of the Terms shall be severed accordingly. No waiver of any term of these Terms shall be deemed a further or continuing waiver of such term or any other term, and SKULabs’ failure to assert any right or provision under these Terms shall not constitute a waiver of such right or provision.