Terms of Service

As of June 2018

Introduction

Welcome to RetailWhiz. RetailWhiz consists of the RetailWhiz mobile application ("Mobile App"), RetailWhiz web application ("Web App"), and RetailWhiz website (“Website”) (collectively referred to as “Service”). By using the Service or any part thereof, you agree to be bound by these Terms of Service and the RetailWhiz Privacy Policy insofar as applicable (“Agreement”). If you do not agree, please do not use the Service or any part thereof.

This Agreement applies to all RetailWhiz Account Owners and Users. An Account Owner is one who subscribes to and uses the Service for and on behalf of his or her company or business and has the ability to enter and change company or business data and payment information for the purpose of subscription. A User is one who uses the Service, particularly any authorized individual of an Account Owner, with an assigned user name and password.

Registration

1. To create and activate your account and use the Service as Account Owner or User, you must:

- be authorized to sign up for RetailWhiz by your company or business;

- agree to this Agreement; and

- provide your name, company or business name, valid email address, and other required information in the RetailWhiz registration form.

You represent and warrant that you have the legal power and authority to enter into this Agreement. You further represent and warrant that no false identity or false information has been or will be given to RetailWhiz.

Privacy Policy

2. During registration, you will be required to provide certain personally identifiable information (“Personal Information”). The retention and use of all Personal Information will be subject to the RetailWhiz Privacy Policy, which is attached hereto and made an integral part hereof as Annex A. The RetailWhiz Privacy Policy is also available on the Website, as that policy may be updated by RetailWhiz from time to time.

Customer Data

3. All data, information, or material provided or submitted by Account Owners and Users in the course of using the Service (“Customer Data”) will remain the sole property of such Account Owners and Users to the full extent provided by law.

Limited License to Customer Data

4. Subject to the terms and conditions of this Agreement, Account Owners and Users grant to RetailWhiz a non-exclusive license to use, copy, store, transmit, and display Customer Data to the extent reasonably necessary to provide and maintain the Service.

Free Trial

5. RetailWhiz offers a 30-day free trial for all new accounts (“Trial Period”). If you avail this and do not cancel at the end of the Trial Period, you will be sent a notification to subscribe to be able to continue using the Service. If you fail to subscribe to the Service after the Trial Period, your account will be automatically terminated.

Billing and Payment

6. RetailWhiz bills in advance the price of the Service depending on your chosen subscription plan. All prices are exclusive of taxes, levies, or duties, which will be for your account. All bills are payable within seven (7) days from billing and are non-refundable, even for partial service, subscription plan downgrade, or unused time. You may, however, change or cancel your subscription at any time upon written notice to RetailWhiz.

Pro-rating shall be applied to new users added within a billing period. New users will be billed immediately at the pro-rated amount.

For the Annual plan, new users added at any time during the subscription term shall be billed immediately at a pro-rated amount from the date the users were added to the end of the annual term. No refunds or credits will be given when users are deleted within the contract period. However, if there will be new users added afterwards, only those in excess of the number of previously deleted users will be charged.

Credit Card

7. Unless otherwise agreed, all payments will be made online through a valid credit card. The Account Owner represents and warrants that he or she is authorized to use a valid credit card for the purpose of subscribing to RetailWhiz. The Account Owner authorizes his or her valid credit card to be used for all payments to RetailWhiz. The Account Owner is responsible for providing Personal Information, particularly complete and accurate financial information, for the purpose of payment to RetailWhiz. If a credit card expires, is denied or suspended, or otherwise becomes invalid, RetailWhiz will notify and advise the Account Owner to update his or her valid credit card and settle any outstanding bill within three (3) days. If the Account Owner fails to do so, RetailWhiz may suspend, cancel, or deny access to the Service.

Cancellation

8. The Account Owner may cancel his or her subscription at any time upon formal written notice to RetailWhiz. Cancellation shall only take effect once RetailWhiz receives the formal written notice. However, all payments already made are non-refundable and there will be no prorating of charges for any unused time.  Within five (5) days from cancellation or termination, you may request to get your data from your account. Otherwise, RetailWhiz may delete your data after five (5) days from cancellation or termination of your account. RetailWhiz has no obligation to retain and may delete your data in your account more than five (5) days after cancellation or termination.

Ownership and Proprietary Rights

9. You acknowledge and agree that the Service is a proprietary service of RetailWhiz. RetailWhiz owns all rights, titles, and interests in the Service, including all intellectual property rights therein, and retains all rights not expressly granted to you.

License

10. RetailWhiz grants you a limited, non-exclusive, non-transferable, worldwide right to use the Service for your own non-commercial and internal company or business purposes only according to your subscription and subject to this Agreement. You will not:

- reproduce, reprint, publish, or otherwise exploit content or technology from the Service;

- modify or make derivative works based on the Service;

- alter, resell, supply, or sublicense the Service or provide it as a service bureau; and

- reverse engineer the Service to build a competitive product or service and/or copy any of the features, functions, and graphics of the Service.

Feedback

11. Throughout your use of the Service, there may be instances in which you may provide feedback, including but not limited to suggestions, comments, error reports, problems, and other matters regarding the Service (“Feedback”). You agree that all rights, titles, and interests to any Feedback (and all relevant intellectual property rights to the Feedback) will become the exclusive property of RetailWhiz. RetailWhiz may disclose or use your Feedback for any purpose without any obligation to you.

Customization

12. Upon written request, RetailWhiz may customize your account by featuring your company or business logo or brand on your account. Such customization, however, does not grant you any additional rights, titles, and interests to the Service.

Automated Reporting

13. The Service may be configured to periodically check your mobile, computer, or device for, and report back to RetailWhiz without additional notice to you, anonymous information relating to your use, such as the frequency of your use and/or certain features, your configuration settings, and information on mobile, computer, or device errors occurring during your use, if applicable. Such configuration may include functionality that allows for the transmission of data about your mobile, computer, or device system to RetailWhiz (for instance the version of operating system you are using, or details of other programs you may be running) to enable RetailWhiz to improve its Service. The Service may contain a specific identification number for the purpose of tracking the number of unique instances of the Service being used by you. This functionality may continue to function post-termination, which you consent to, but can be disabled by uninstalling the same.

Updating

14. The Service may contain an automatic update feature that may gather information from your mobile, computer, or device in connection with its updating functionality; and, if so, you consent to its use. This functionality may continue to function post-termination, which you consent to, but can be disabled by uninstalling the same.

Proper Use

15. You must not use your account or the Service for any illegal activity or to violate laws. You may use the Service for lawful purposes only and only in ways consistent with the law. RetailWhiz may remove any content or account deemed unlawful or in violation of this Agreement. You may not use any program, spider, or bot to gather or harvest information from RetailWhiz.

Responsibilities

16. You are responsible for keeping your information updated, as well as maintaining the security of your user name and password. You must immediately notify RetailWhiz of any unauthorized access to your account or any suspected security breach on your account. As Account Owner, you are responsible for all content or data uploaded to your account, as well as any activity that occurs on your account by your Users. You are responsible for obtaining and maintaining any equipment required to use the Service (e.g. mobile phones, computers, devices) and ensuring that such equipment are compatible with the system requirements of the Service. You are also responsible for the security of your equipment. RetailWhiz will not be liable for any damages arising from your failure to comply with these information, equipment, and security responsibilities.

Prohibited Acts

17. Should you commit any of the following prohibited acts or any other act proscribed in this Agreement, RetailWhiz may suspend, cancel, or deny access to the Service:

- upload, email, post any information, media, or other content that is illegal, harmful, violent, threatening, abusive, defamatory, obscene, pornographic, offensive, invasive of privacy, or promotes bigotry, racism, hatred or harm against any individual or group;

- impersonate any person or entity, or misrepresent your company or business with any person or entity;

- phish, collect, upload, post, or email any available usernames, passwords, and other log in data for other apps, websites, software, or services, as well as credit card and other financial information;

- upload, post or email any data, media, or any other form of content that infringes another person's rights, including intellectual property rights;

- reverse engineer, decompile, or disassemble any of the codes used to build the Service;

- upload any malware or any malicious code or script that is intended to disturb or deny the service, steal data, or cause harm to the Service in any way;  

- significant and suspicious increase in your bandwidth usage in relation to your normal average or that of other users;

- use the Service for unauthorized or illegal purposes; and

- commit any act similar or analogous to the foregoing.

No Waiver

18. The failure of RetailWhiz to exercise or enforce any of its rights in this Agreement will not constitute a waiver of such rights.

Indemnification

19. You agree to defend, indemnify, and hold harmless RetailWhiz from all liabilities, claims, and expenses, including attorney’s fees, which arise from your use or misuse of the Service.

Disclaimer of Warranties

20. The Service is provided on an "as is" and "as available" basis. Your use of the Service is at your own risk and discretion. RetailWhiz makes no express warranties or guarantees about the Service. To the extent permitted by law, RetailWhiz disclaims implied warranties, including any warranty that the Service is and will be merchantable, of satisfactory quality, accurate, timely, fit for a particular purpose or need, or non-infringing. RetailWhiz does not guarantee that the Service will meet your requirements, is error-free, reliable, or will operate without interruption.

Limitation of Liability

21. The total liability to you of RetailWhiz under this Agreement, if any, is limited to an amount equivalent to not more than the price of six (6) months subscription actually paid by you to RetailWhiz and received by RetailWhiz from the event or circumstance giving rise to the alleged claim. RetailWhiz will not be liable for any damages arising from the Service, inability to use the Service, including any interruption, suspension, or termination of the Service, or any content or data generated from the Service. RetailWhiz will not be liable for any indirect, special, incidental, consequential, or exemplary damages, even if RetailWhiz knew or should have known of the possibility of such damages. This includes delay or failure of performance resulting directly or indirectly from acts of nature, force majeure, causes beyond its control, including but not limited to connectivity issues, mobile, computer, device, telecommunication, and other equipment failures, electrical power failures, strikes, labor disputes, civil disturbances, war, governmental actions, court orders, non-performance of third parties, and other similar or analogous events. 

Third Party Vendors and Services

22. RetailWhiz uses third party vendors and services to provide the Service or any part thereof. The Service may include gateways, links, or other functionality that allows you to access third party vendors and services. RetailWhiz makes no warranty with regard to third party vendors and services.

Changes to Service and Pricing

23. RetailWhiz reserves the right at any time and periodically to change, update, revise, or discontinue, temporarily or permanently, the functions or features of the Service or any part thereof with or without notice. RetailWhiz may change the pricing schedule of its subscription plans upon prior written notice of at least thirty (30) days. RetailWhiz will not be liable for any changes to service and pricing.

Relationship

24. This Agreement does not create an employment, partnership, or agency relationship between the parties.

Entire Agreement

25. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all previous agreements, including earlier versions of this Agreement.

Changes to the Terms of Service

26. RetailWhiz may change this Agreement at any time. You can review the most current version of this Agreement by clicking on the “Terms of Service” link in the Website. If you continue to use the Service after RetailWhiz makes changes to this Agreement, you are signifying your acceptance of the new terms. You are responsible for checking these terms periodically for any changes.

Assignment

27. You may not assign or transfer this Agreement. RetailWhiz may, however, have the right to assign this Agreement to a third party at anytime with or without notice to you.

Notices

28. You agree that RetailWhiz may provide to you notices and other information concerning the Service and this Agreement electronically, including notice to any email address that you may provide. Questions or comments to RetailWhiz about the Service or this Agreement may be addressed to support@retailwhiz.com.

Separability

29. If any provision of this Agreement is declared illegal or unenforceable, its invalidity will not affect the other provisions of this Agreement that can be given effect without the invalid provision.  If any provision of this Agreement does not comply with any law, ordinance, rule or regulation, such provision to the extent possible will be interpreted in such a manner to comply with such law, ordinance, rule or regulation, or if such interpretation is not possible, it will be deemed to satisfy the minimum requirements thereof. 

Governing Law and Dispute Resolution

30. This Agreement shall be governed by and construed in accordance with the laws of the New York, USA.  Any dispute, controversy, or claim arising out of or relating to this Agreement, or the breach, termination, or invalidity thereof must be filed within one (1) year. Otherwise, any such dispute will be permanently barred. Any such dispute will first be referred to senior management for resolution. If senior management is unable to resolve any such dispute, it will then be referred to International Chamber of Commerce (“ICC”) Court of Arbitration for mediation. If mediation fails, then any such dispute will finally be settled by arbitration in Hong Kong in accordance with the ICC Arbitration Rules as at present in force. To the extent permissible, any dispute resolution in this Agreement may be conducted in person, through the submission of documents, by phone, or online.

Privacy Policy

as of May 25, 2018

The RetailWhiz Privacy Policy applies to all information that we have about you on your subscription and use of the RetailWhiz mobile application ("Mobile App"), RetailWhiz web application ("Web App"), and RetailWhiz website (“Website”) (collectively referred to as “Service”).

Your privacy is very important to us. The RetailWhiz Privacy Policy states the information we collect and receive or generate, how we use and process information, how you control your personal information, and how we protect information. From time to time, we may update the RetailWhiz Privacy Policy to reflect current changes in our policy and the law. When we do so, we will give you proper notice and post it on our website.

By your continued subscription and use of the Service, you consent to the collection and use of your personal information for the purposes set out in the RetailWhiz Privacy Policy.

Information We Collect and Receive

During registration, we request you to provide us with your personal information, such as your name, company or business name, valid email address, and other required information so that we can establish, process, and manage your account when you apply for subscription and use the Service. We may further request you to provide us with additional information to provide you with customer support and help us improve and develop the Service.

You have the responsibility to inform users under your Account about the information given to and received or generated by RetailWhiz and get their consent to provide such information.

RetailWhiz may collect and receive or generate the following data:

1. Account Information – To create an account with RetailWhiz, Customer is required to provide the following information: Full Name, Email Address, Company Name, Mobile Number.
2. Usage Information – Use of the RetailWhiz mobile and web app collects and generates the following information:
   1. Location – A user’s location is recorded at each check in and check out. Location is determined by the mobile device’s GPS and cellular and/or wifi network.
   2. Route – We also receive a user’s route for as long as the mobile app is open, even in the background. To map a route, we receive a user’s location every 10 meters and/or 1 minute.
   3. Device Information – RetailWhiz collects information about the device manufacturer and model, operating system, device settings, and crash data.
3. Data from third-party services – RetailWhiz may use third-party services for analytics purposes. Data generated by such services may include the following: app usage statistics, IP addresses, ISPs, device hardware information, operating system and browser information, and general location information (city and country).

How We Use and Process Information

We use and process the information we collect to:

1. Establish, process, and manage your account
2. Customize applicable features of the Service
3. Provide you with your subscribed Service as well as customer support
4. Bill you for your subscription and process payment
5. Communicate with you to provide you with relevant information on the Service, and respond to your support requests, comments and questions. We may send you mandatory emails and other types of communication related to administrative, service, and technical concerns such as updates or changes to our Service and critical Service notices such as security notices and incident reports. We may also send you other communications from time to time such as new Service features, Service-related articles, promotional communications or other information about the Service. Such communications are part of our marketing communications and you may opt out of this at any time.
6. Comply with the law and legal process
7. Improve and develop the Service

When required by the RetailWhiz Privacy Policy and the law and before we use or process your information for any other purpose than the above purposes, we will ask for your consent.

We may outsource or contract the processing of the information we collect, including personal information, to third parties to fulfill any of the above purposes. They are only authorized to use the information for such contracted purposes. They may have access to the information for a limited time under reasonable contractual and technical safeguards to limit their use of such information. We require them to protect the information consistent with the RetailWhiz Privacy Policy.

How We Share Your Information

1. Customer Access – Account Owners, Admins and other users with relevant roles and access permissions may be able to view, modify, or restrict access to personal information of users under your Account.
2. Third Party Service Providers and Partners – We may engage third-party service providers or business partners to maintain and support our Service and such providers may have access to your information for this purpose.
3. Aggregated or Masked Data – We may use aggregated or masked information for purposes such as usage and business statistics for presentation to stakeholders and prospective business partners, research, and marketing communications.
4. Change in RetailWhiz Business – In case of an acquisition, merger, dissolution, bankruptcy, partial sale, financing, public offering of stocks or any similar change in business, including the steps toward such activities, RetailWhiz may share your information to respective parties. The disclosure will be subject to standard confidentiality agreements.

How We Protect Information

We respect your privacy. We hold any information we collect with utmost care and confidence, and strive to process your information accurately and confidentially. We particularly endeavor to secure and protect your personal information with proper safeguards to ensure the confidentiality of your personal information, prevent its use for unauthorized purposes, and comply with the requirements of the law for the processing of personal information.

We only give you or your authorized representative access to your account. We protect you from unauthorized access to or unauthorized alteration, disclosure, or destruction of information we hold. We regularly review our information collection, storage, and processing practices to guard against unauthorized access to our system. We only permit your data to be accessed or processed by authorized personnel. We restrict access to information to RetailWhiz employees, contractors, and agents who need to know that information in order to process it for us, and who are subject to strict contractual and technical safeguards and who may be disciplined or terminated if they fail to meet these obligations.

We keep our records as accurate as possible. Once you have registered an account, you may access your account details, correct your personal information, and request to download or delete your personal information, by contacting us through support@RetailWhiz.com.

We do not sell your personal information to anyone for any purpose. We also do not use nor share your personal information without your consent or request. Personal information will only be disclosed to third parties in accordance with the RetailWhiz Privacy Policy.

We keep your personal information in our business records while you are an Account Owner or User, or until it is no longer needed for business, tax, or legal purposes. When disposing your personal information, we take reasonable measures to ensure that it is done properly and is not accessible to the public.

For any questions or concerns, you may contact our Personal Information Controller as follows: support@retailwhiz.com