Terms of Use

Effective date: January 1, 2020

Overview

The following are terms of a legal agreement between you and RetailNext, Inc. ("RetailNext"). By accessing, browsing, or using this web site, you acknowledge that you have read, understood, and agree to be bound by these terms and to comply with all applicable laws and regulations, including export and re-export control laws and regulations. If you do not agree to these terms, please do not use this web site.

RetailNext reserves the right, at its sole discretion, to modify or replace any of the Terms of Use, or change, suspend, or discontinue the site (including without limitation, the availability of any feature, database, or content) at any time by posting a notice on the site or by sending you an email. RetailNext may also impose limits on certain features and services or restrict your access to parts or all of the site without notice or liability. It is your responsibility to check the Terms of Use periodically for changes. Your continued use of the site following the posting of any changes to the Terms of Use constitutes acceptance of those changes.

General

This web site contains proprietary notices and copyright information. This site and all content in this site may not be copied, reproduced, republished, uploaded, posted, transmitted, distributed, or used for the creation of derivative works without RetailNext's prior written consent, except that RetailNext grants you non-exclusive, non-transferable, limited permission to access and display the web pages within this site, solely on your computer and for your personal, non-commercial use of this web site. This permission is conditioned on your not modifying the content displayed on this site, your keeping intact all copyright, trademark, and other proprietary notices, and your acceptance of any terms, conditions, and notices accompanying the content or otherwise set forth in this site. Notwithstanding the foregoing, any software and other materials (including, without limitation Reports (as defined below)) that are made available for downloading, access, or other use from this site with their own license terms, conditions, and notices will be governed by such terms, conditions, and notices.

Your failure to comply with the terms, conditions, and notices on this site will result in automatic termination of any rights granted to you, without prior notice, and you must immediately destroy all copies of downloaded materials in your possession or control. Except for the limited permission in the preceding paragraph, RetailNext does not grant you any express or implied rights or licenses under any patents, trademarks, copyrights, or other proprietary or intellectual property rights. You may not mirror any of the content from this site on another web site or in any other media.

Certain disclaimers

Information on this web site or obtained through this web site is not promised or guaranteed to be correct, current, or complete, and this site may contain technical inaccuracies or typographical errors. RetailNext assumes no responsibility (and expressly disclaims responsibility) for updating this site to keep information current or to ensure the accuracy or completeness of any posted information. Accordingly, you should confirm the accuracy and completeness of all posted information before making any decision related to any services, products, or other matters described in this site.

RetailNext provides no assurances that any reported problems will be resolved by RetailNext, even if RetailNext elects to provide information with the goal of addressing a problem.

Forward-looking and cautionary statements

Except for historical information and discussions, statements set forth throughout this web site may constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 or other applicable laws. These statements involve a number of risks, uncertainties, and other factors that could cause actual results to differ materially, as may be discussed in future filings with the U.S. Securities and Exchange Commission.

Confidential information

RetailNext does not want to receive confidential or proprietary information from you through our web site. Please note that any information or material sent to RetailNext will be deemed NOT to be confidential. By sending RetailNext any information or material, you grant RetailNext an unrestricted, irrevocable license to copy, reproduce, publish, upload, post, transmit, distribute, publicly display, perform, modify, create derivative works from, and otherwise freely use, those materials or information. You also agree that RetailNext is free to use any ideas, concepts, know-how, or techniques that you send us for any purpose. However, we will not release your name or otherwise publicize the fact that you submitted materials or other information to us unless: (a) we obtain your permission to use your name; or (b) we first notify you that the materials or other information you submit to a particular part of this site will be published or otherwise used with your name on it; or (c) we are required to do so by law. Personally-identifiable information that you submit to RetailNext for the purpose of receiving products or services will be handled in accordance with our privacy policy. Please click here to view our current privacy policy.

Composite Index Reports

In connection with your use of our site (e.g., if you subscribe to our Composite Index products), you may obtain access to reports and other information (collectively, "Reports") from RetailNext. Reports are the proprietary and confidential information of RetailNext and/or its licensors, are protected by U.S. and international copyright law, and are subject to all of the restrictions and limitations set forth herein, as well as any additional terms and conditions which are provided to you in connection with such Reports. Without limiting the foregoing, Reports are for your internal business use only, and you agree not to reproduce, retransmit, disseminate, sell, distribute, publish, broadcast, circulate or commercially exploit any Reports in any manner without the express written consent of RetailNext. Reports are for informational purposes only, is not intended to provide tax, legal or investment advice, and do not constitute a solicitation by RetailNext, its licensors, or others of the purchase or sale of securities.

Fees and Payment

RetailNext reserves the right to require payment of fees for certain content or features of the site. Should you elect to subscribe to such content or features, you shall pay all applicable fees, as described on the site in connection therewith. Unless otherwise expressly set forth on the site with respect to a particular paid product, all fees are nonrefundable. RetailNext reserves the right to change its price list and to institute new charges at any time, upon ten (10) days prior notice to you, which may be sent by email or posted on the site. Use of the site (or such content or features) by you following such notification constitutes your acceptance of any new or increased charges.

U.S. government restricted rights

RetailNext provides the software downloaded from this web site to U.S. Government users with "RESTRICTED RIGHTS." Use, reproduction, or disclosure is subject to the restrictions set forth in RetailNext's GSA ADP Schedule contract.

Global availability

Information RetailNext publishes on the World Wide Web may contain references or cross references to RetailNext products, programs and services that are not announced or available in your country. Such references do not imply that RetailNext intends to announce or make available such products, programs, or services in your country. Please consult your local RetailNext business contact for information regarding the products, programs, and services that may be available to you.

Business relationships

This web site may provide links or references to non-RetailNext web sites and resources. RetailNext makes no representations, warranties, or other commitments whatsoever about any non-RetailNext web sites or third-party resources that may be referenced, accessible from, or linked to any RetailNext site. A link to a non-RetailNext web site does not mean that RetailNext endorses the content or use of such web site or its owner. In addition, RetailNext is not a party to or responsible for any transactions you may enter into with third parties, even if you learn of such parties (or use a link to such parties) from a RetailNext site. Accordingly, you acknowledge and agree that RetailNext is not responsible for the availability of such external sites or resources, and is not responsible or liable for any content, services, products, or other materials on or available from those sites or resources.

When you access a non-RetailNext web site, even one that may contain the RetailNext logo, please understand that it is independent from RetailNext, and that RetailNext does not control the content on that web site. It is up to you to take precautions to protect yourself from viruses, worms, trojan horses, and other potentially destructive programs, and to protect your information as you deem appropriate.

Linking to this site

All links to this web site must be approved in writing by RetailNext, except that RetailNext consents to links in which the link and the pages that are activated by the link do not: (a) create frames around any page on this web site or use other techniques that alter in any way the visual presentation or appearance of any content within this site; (b) misrepresent your relationship with RetailNext; (c) imply that RetailNext approves or endorses you, your web site, or your service or product offerings; and (d) present false or misleading impressions about RetailNext or otherwise damage the goodwill associated with the RetailNext name or trademarks. As a further condition to being permitted to link to this site, you agree that RetailNext may at any time, in its sole discretion, terminate permission to link to this web site. In such event, you agree to immediately remove all links to this web site and to cease using any RetailNext trademark.

Translations

Certain text in this web site may be made available in languages other than English. Text may be translated by a person or solely by computer software with no human intervention or review. These translations are provided as a convenience to you, and RetailNext makes no representations or commitments regarding the accuracy or completeness of the translation, whether or not computer-generated or performed by a person. Please see the below Disclaimer of Warranty for additional conditions.

DISCLAIMER OF WARRANTY

USE OF THIS SITE IS AT YOUR SOLE RISK. ALL MATERIALS, INFORMATION, PRODUCTS, REPORTS, SOFTWARE, PROGRAM, AND SERVICES ARE PROVIDED "AS IS," WITH NO WARRANTIES OR GUARANTEES WHATSOEVER. RETAILNEXT EXPRESSLY DISCLAIMS TO THE FULLEST EXTENT PERMITTED BY LAW ALL EXPRESS, IMPLIED, STATUTORY, AND OTHER WARRANTIES, GUARANTEES, OR REPRESENTATIONS, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF PROPRIETARY AND INTELLECTUAL PROPERTY RIGHTS. WITHOUT LIMITATION, RETAILNEXT MAKES NO WARRANTY OR GUARANTEE THAT THIS WEB SITE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE.

YOU UNDERSTAND AND AGREE THAT IF YOU DOWNLOAD OR OTHERWISE OBTAIN MATERIALS, INFORMATION, PRODUCTS, REPORTS, SOFTWARE, PROGRAMS, OR SERVICES, YOU DO SO AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGES THAT MAY RESULT, INCLUDING LOSS OF DATA OR DAMAGE TO YOUR COMPUTER SYSTEM.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.

LIMITATION OF LIABILITY

IN NO EVENT WILL RETAILNEXT BE LIABLE TO ANY PARTY FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES OF ANY TYPE WHATSOEVER RELATED TO OR ARISING FROM THIS WEB SITE OR ANY USE OF THIS WEB SITE, OR OF ANY SITE OR RESOURCE LINKED TO, REFERENCED, OR ACCESSED THROUGH THIS WEB SITE, OR FOR THE USE OR DOWNLOADING OF, OR ACCESS TO, ANY MATERIALS, INFORMATION, PRODUCTS, REPORTS OR SERVICES, INCLUDING, WITHOUT LIMITATION, ANY LOST PROFITS, BUSINESS INTERRUPTION, LOST SAVINGS OR LOSS OF PROGRAMS OR OTHER DATA, EVEN IF RETAILNEXT IS EXPRESSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS EXCLUSION AND WAIVER OF LIABILITY APPLIES TO ALL CAUSES OF ACTION, WHETHER BASED ON CONTRACT, WARRANTY, TORT, OR ANY OTHER LEGAL THEORIES.

Additional or different terms, conditions, and notices may apply to specific materials, information, products, software, and services offered through this Web site. In the event of any conflict, such additional or different terms, conditions, and notices will prevail over these Terms of Use. Please see the applicable agreement or notice.