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AGREEMENT.
By accessing, subscribing to or otherwise using this SKU-Keeper System and associated Voodoo Robotics, Inc. (“Voodoo Robotics”) software and hardware, you (individually or entity) agree to be bound by the terms of this End User License and Lease Agreement, Hardware Equipment Lease Agreement and the Voodoo Robotics Privacy Policy (collectively, this "EULLA") and that you or your representative are at least 18 years of age. If you do not agree to the terms of this EULLA, do not use or access the SKU-KEEPER SYSTEM and the associated Voodoo Robotics software and hardware.
What this EULLA Covers. This EULLA covers the Voodoo Robotics web-based set of proprietary hardware and software known as SKU-Keeper and includes associated media such as the SKU-Keeper Android App, hardware such as the Pick-To-Light Device, printed materials, and electronic documentation (collectively, the "SKU-Keeper System"). The SKU-Keeper System also includes any updates and supplements to the original SKU-Keeper System provided to you by Voodoo Robotics through this site.
Meaning of "You." If the person accessing this SKU-Keeper System is an individual using it for his or her own purposes, "you" means the person using this SKU-Keeper System. If the person accessing this SKU-Keeper System is doing so in furtherance of the purposes of another person, including an organization (whether or not the employer or the person) then "you" means both the person accessing this SKU-Keeper System and the other person, including an organization. No person accessing the SKU-Keeper System for another may do so unless the person accessing the SKU-Keeper System is authorized to bind the other person, including an organization, and failure to be so authorized will result in unauthorized use of the SKU-Keeper System subject to civil and criminal consequences.
The Parties to this EULLA. This EULLA is a legal agreement between you and Voodoo Robotics, Inc. a Texas corporation with offices at 701 East Plano Parkway Suite 410 Plano, Texas 75074, USA.
Nature of this EULLA. The SKU-Keeper System is protected by United States copyright and patent laws and international copyright and patent treaties, as well as other intellectual property laws and treaties. The SKU-Keeper System software is licensed and hardware is leased by Voodoo Robotics and no customer acquires any interest in the SKU-Keeper System other than those interests specifically set forth in this EULLA and related documents.
GRANT OF LICENSE. Voodoo Robotics grants to you and one authorized user a nonexclusive license to use the SKU-Keeper System as provided in the accompanying publications or documentation. This license permits one registered natural person to access and use the SKU-Keeper System. Once you begin use of the SKU-Keeper System, the license is permanently associated with the authorized user and no other individual or entity may use the SKU-Keeper System without procuring from Voodoo Robotics another license for that other individual or entity. YOU MAY NOT REGISTER TO USE THIS SKU-KEEPER SYSTEM, OR ALLOW ANY OTHERS TO USE THE SKU-KEEPER SYSTEM UNDER YOUR REGISTRATION UNLESS AND UNTIL YOU AND EACH OF YOUR AUTHORIZED USERS HAVE ACCEPTED THE TERMS OF THIS EULLA AND RELATED DOCUMENTS. VOODOO ROBOTICS RESERVES THE RIGHT TO REJECT OR TERMINATE ANY PROSPECTIVE OR CURRENT SUBSCRIBER WITHOUT PRIOR NOTICE. If any person to whom you make available the SKU-Keeper System is not bound by the EULLA, you will be responsible for any violations of this EULLA or of applicable law by that person as though that person was your agent acting on your express instructions. You do not have a license or lease right to distribute the SKU-Keeper System to natural persons using a centralized server, web application.
DESCRIPTION OF OTHER RIGHTS AND LIMITATIONS. User Accounts (Seats). Every client account will be granted a particular number of user access accounts (or "seats") which registered users who are bound by this EULLA and related documents may use to log into your client account. Registration Requirements. In consideration of your use of the SKU-Keeper System, you agree to provide true, accurate, current and complete information about yourself as prompted by our registration form (such information being "Your Data"). Limitations on Reverse Engineering, Decompilation, and Disassembly. You may not reverse engineer, decompile, or disassemble the SKU-Keeper System or any part thereof. Separation of Components. The SKU-Keeper System is licensed and leased as a single product. Its component parts may not be separated for use on more than one computer and must be presented to the user in the whole form as distributed by Voodoo Robotics or its designated suppliers. Rental or Sale. You may not rent, sell, lease, lend or provide commercial or fee-based hosting services for the SKU-Keeper System or otherwise charge any type of access fee to users in exchange for access to the SKU-Keeper System unless expressly authorized in writing by Voodoo Robotics. Trademarks. This EULLA does not grant you any rights in connection with any trademarks or service marks of Voodoo Robotics. No Support. Voodoo Robotics shall have no obligation to provide any product support for the SKU-Keeper System unless Voodoo Robotics expressly agrees in writing to provide such support. Termination. Without prejudice to any other rights, Voodoo Robotics may terminate this EULLA if you fail to comply with the terms and conditions of this EULLA. In such event, you must immediately stop accessing the SKU-Keeper System and destroy all copies of the SKU-Keeper System software and return all of its component parts in your possession or under your control.
INTELLECTUAL PROPERTY RIGHTS. Except for the limited rights granted in this EULLA, all right, title, and interest in the SKU-Keeper System (including, but not limited to, any images, photographs, animations, video, audio, music, text, computer code or applets incorporated into the SKU-Keeper System), the accompanying printed materials, if any, and any copies of the SKU-Keeper System are the sole property of Voodoo Robotics. All rights in and to the content that may be accessed through use of the SKU-Keeper System is the property of the respective content owners, however you grant to Voodoo Robotics a worldwide, perpetual, irrevocable, transferable, paid-up, royalty-free license with the right to sublicense, to use, copy, modify, create derivative works of, distribute, publicly display and otherwise exploit in any manner such User Content in all formats and distribution channels now known or hereafter devised (including in connection with other services, Voodoo Robotics' business and on third-party sites and services), without further notice to or consent from you, and without the requirement of payment to you or any other person or entity. This EULLA grants you no rights to use such content. All rights not expressly granted are reserved by Voodoo Robotics and/or the owner(s) of the SKU-Keeper System or other materials.
GOVERNMENT RESTRICTED RIGHTS. The SKU-Keeper System and documentation are provided with RESTRICTED RIGHTS. Use, duplication, or disclosure by the Government is subject to restrictions as set forth is subparagraph (c)(1)(ii) of the Rights in Technical Data and Computer Software clause at DFARS 252.227-7013 or subparagraphs (c)(1) and (2) of the Commercial Computer Software-Restricted Rights at 48 CFR 52.227-19, as applicable. Manufacturer is Voodoo Robotics, 701 East Plano Parkway, Suite 410, Plano, Texas 75074, USA.
EXPORT RESTRICTIONS. You may not export or re-export the SKU-Keeper System, any part thereof, or any process or service that is the direct product of the SKU-Keeper System (the foregoing collectively referred to as the "Restricted Components"), to any country, person, entity, or end user subject to U.S. export restrictions. You specifically agree not to export or re-export any of the Restricted Components (a) to any country to which the U.S. has embargoed or restricted the export of goods or services or to any national of any such country, wherever located, who intends to transmit or transport the Restricted Components back to such country; (b) to any end user who you know or have reason to know will utilize the Restricted Components in the design, development, or production of nuclear, chemical, or biological weapons; or (c) to any end user who has been prohibited from participating in U.S. export transactions by any federal agency of the U.S. Government. You represent and warrant that no governmental authority has suspended, revoked, or denied your export privileges.
LIMITED WARRANTY AND EXCLUSIVE REMEDIES. You accept the SKU-KEEPER SYSTEM ‘as is’ subject to these limited remedies. Voodoo Robotics and its suppliers' entire liability and your exclusive remedy shall be, at Voodoo Robotics's option, either (a) return of the price paid up to one full calendar month, if any, or (b) repair or replacement of non-working components of the SKU-Keeper System. This limited warranty is void if failure of the SKU-Keeper System has resulted from accident, abuse, misapplication, or failure to follow the instructions or documentation. Any replacement of the SKU-Keeper System will be warranted for the remainder of the original warranty period or one full calendar month after receipt by you, whichever is longer. Outside the United States, neither these remedies nor any product support services offered by Voodoo Robotics are available without proof of purchase from an authorized international source. Voodoo Robotics specifically excludes any warranty for permanent or temporary cessation in the provision of services, including but not limited to any cessation resulting from system maintenance, repair or upgrade, changes in hardware or software, any feature within or related to the SKU-KEEPER SYSTEM, internet failure or acts of god.
NO OTHER WARRANTIES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS EULLA, VOODOO ROBOTICS IS RESPONSIBLE FOR PROVIDING THE SKU-KEEPER SYSTEM AND ANY SUPPORT SERVICES WITH ALL FAULTS; THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, CONTINUITY OF SERVICE, ACCURACY, AND EFFORT IS WITH YOU, ALONE; AND VOODOO ROBOTICS MAKES NO WARRANTY AGAINST INTERFERENCE WITH YOUR ENJOYMENT OF THE SKU-KEEPER SYSTEM OR SUPPORT SERVICES, AGAINST INFRINGEMENT, OR OF FITNESS FOR ANY PARTICULAR PURPOSE OR OF MERCHANTABILITY.
LIMITATION OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL VOODOO ROBOTICS OR ITS SUPPLIERS BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR OTHER PECUNIARY LOSS) ARISING OUT OF THE USE OF OR INABILITY TO USE THE SKU-KEEPER SYSTEM OR THE FAILURE TO PROVIDE SUPPORT SERVICES, EVEN IF VOODOO ROBOTICS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ANY CASE, VOODOO ROBOTICS' ENTIRE LIABILITY UNDER ANY PROVISION OF THIS EULLA SHALL BE LIMITED TO THE GREATER OF THE AMOUNT ACTUALLY PAID BY YOU FOR THE SKU-KEEPER SYSTEM LICENSE AND/OR LEASE FOR ONE FULL CALENDAR MONTH OR $5.00. THE SKU-Keeper System is not subject to the Magnuson-Moss Warranty Act or any other similar state or federal law. In the event such law is held to apply to the SKU-Keeper System, then you are on notice that this limited warranty gives you specific legal rights. You may have other rights that vary from state/jurisdiction to state/jurisdiction; Some states/jurisdictions do not allow limitations on duration of an implied warranty, so the limitations above may not apply to you; Because some states/jurisdictions do not allow the exclusion or limitation of certain kinds of liability, some or all of the above limitations on liability may not apply to you.
CHOICE OF LAW AND VENUE. These Terms are governed by and construed in accordance with the laws of the State of Texas, U.S.A., without giving effect to any conflict of law principles, except as may be otherwise provided in supplemental terms applicable to your region. You agree that venue shall lie exclusively in Collin County, Texas.
WAIVER OF JURY TRIAL. THE PARTIES HEREBY UNCONDITIONALLY WAIVE THEIR RIGHT TO A JURY TRIAL OF ANY AND ALL CLAIMS OR CAUSES OF ACTION ARISING FROM OR RELATING TO THEIR RELATIONSHIP. THE PARTIES ACKNOWLEDGE THAT A RIGHT TO A JURY IS A CONSTITUTIONAL RIGHT, THAT THEY HAVE HAD AN OPPORTUNITY TO CONSULT WITH INDEPENDENT COUNSEL, AND THAT THIS JURY WAIVER HAS BEEN ENTERED INTO KNOWINGLY AND VOLUNTARILY BY ALL PARTIES TO THIS AGREEMENT. IN THE EVENT OF LITIGATION, THIS AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE COURT.
ENTIRE AGREEMENT; SEVERABILITY. This EULLA (including any addendum or amendment to this EULLA that is included with the SKU-Keeper System and the documents referenced herein) is the entire agreement between you and Voodoo Robotics relating to the SKU-Keeper System and support services (if any), and this EULLA supersedes all prior or contemporaneous oral or written communications, proposals and representations with respect to the SKU-Keeper System or any other subject matter covered by it. To the extent the terms of any Voodoo Robotics policies or programs for support services conflict with the terms of this EULLA, the terms of this EULLA shall control. If any provision of this EULLA is held to be void, invalid, unenforceable or illegal, the other provisions shall continue in full force and effect. Voodoo Robotics reserves the right to change this licensing agreement at any time. The current version of this agreement shall be posted at all times at https://www.sku-keeper.com/eulla
PRICING. This License and Lease Agreement is month-to-month and Voodoo Robotics reserves the right to change its pricing without prior notice or to impose additional charges for usage, storage, bandwidth, or transactions which Voodoo Robotics, in its sole discretion, deems to be excessive or abusive.
YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, YOU UNDERSTAND THIS AGREEMENT, AND YOU UNDERSTAND THAT BY USING THE SKU-KEEPER SYSTEM, YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS EULLA. YOU FURTHER AGREE THAT, EXCEPT FOR SEPARATE WRITTEN AGREEMENTS, IF ANY, BETWEEN VOODOO ROBOTICS AND YOU SIGNED BY BOTH VOODOO ROBOTICS AND YOU, THIS AGREEMENT IS A COMPLETE AND EXCLUSIVE STATEMENT OF THE RIGHTS AND LIABILITIES OF THE PARTIES.