Terms & Conditions

2021-05-23

PLEASE READ THESE TERMS OF USE CAREFULLY. By accessing or otherwise using this site, you agree to be bound contractually by these Terms of Use.

These Terms of Use (“Terms”) are part of the overall Agreement (as defined below) between you (“you”) and Pixel Labs, LLC dba Helium10 (“Company”, “we”, “us” or “our”). The Agreement governs your use of our platform, analytics, information, applications, websites and other products and services (collectively, the “Services”), as long as you follow its terms. If you use the Services on behalf of a company or other entity, then “you” includes you and that entity, and you represent and warrant that (a) you are an authorized representative of the entity with the authority to bind the entity to the Agreement, and (b) you agree to the Agreement on the entity’s behalf.

By accessing or using the Services (as defined below) in any manner, you agree to:

(1) all terms and conditions in these Terms;

(2) our privacy policy (“Privacy Policy”); and

(3) any other standard policies or community guidelines posted in our Services, which also form part of your contract with us and must also be observed and followed (clauses (1) through (3) collectively, the “Agreement”).

Please note that Section 15 contains an arbitration clause and class action waiver. By agreeing to this Agreement, you agree (a) to resolve all disputes with us through binding individual arbitration, which means that you waive any right to have those disputes decided by a judge or jury, and (b) that you waive your right to participate in class actions, class arbitrations, or representative actions. You have the right to opt-out of arbitration as explained in Section 15.

1.ACCESS & PASSWORDS

You must be at least 18 years of age to use this website and/or the other Services. By using the Services, you represent and warrant that you meet these requirements.

In order to access most features of the Services, you must register or create an account. When creating your account, you must provide accurate and complete information, and you must update it as necessary from time to time. If we believe the information you provide is not correct, current, or complete, we have the right to refuse you access to the Services or any of its resources, and to terminate or suspend your access at any time, without notice.

We may elect to allow you to log into the Services via other third party authentication services, such as your Facebook, Twitter, LinkedIn, Google, or other credentials. You understand that these are Third Party Platforms (as defined below), and that we are not responsible for their logins, systems or data. By using third-party logins, you may be subject to their respective privacy policies and other terms of use.

You are solely responsible for your account’s activity, and you must keep your account password secure. You must notify Company immediately of any breach of security or unauthorized use of your account. Although Company will not be liable for your losses caused by any unauthorized use of your account, you may be liable for the losses of Company or others due to such unauthorized use.

2.YOUR OBLIGATIONS

A. SUBSCRIPTIONS

Though some features of the Services are free, or may be used for free during a promotional period of our choice, many features require you to purchase a subscription.

You agree that if you purchase a subscription, your subscription will automatically renew at the subscription period frequency referenced on your subscription page (or if not designated, then monthly), and your payment method will automatically be charged at the start of each new subscription period for the fees and taxes applicable to that period. To avoid future subscription charges, you must cancel your subscription 2 (two) days before the subscription period renewal date by using the subscription cancellation self-serve functionality, or by requesting cancellation through customer support chat widget.

Except as expressly set forth in these Terms, payments for any subscriptions to the Services are nonrefundable and there are no credits for partially used periods. Following any cancellation by you, however, you will continue to have access to the paid Services through the end of the subscription period for which payment has already been made.

B. PAYMENTS

You agree to pay Company any applicable fees posted for the Services. By completing and submitting any credit card or other payment authorization through the Services, you are authorizing Company to charge the fees to the account you identify. You authorize and direct us to retain information about the payment method(s) associated with your account.

You must keep all billing information, including payment method, up-to-date. If we do not receive payment from your designated payment method or any other payment method on file, you agree to pay all amounts due upon demand by us. You will be responsible for accrued but unpaid charges, even if your account is canceled by you or terminated by us. During any free trial or other promotion, if any, you will still be responsible for any purchases and surcharges incurred using your account.

After 30 days from the date of any unpaid charges, your fee-based Services will be deemed delinquent and we may terminate or suspend your account and Services for nonpayment. We reserve the right to assess an additional 1.5 percent late charge (or the highest amount allowed by law, whichever is lower) per month if your payment is more than 30 days past due and to use any lawful means to collect any unpaid charges. You are liable for any fees, including attorney and collection fees, incurred by us in our efforts to collect any remaining balances from you.

You are responsible for all charges incurred under your account, including applicable taxes, fees, surcharges, and purchases made by you or anyone you allow to use your account, or anyone who gains access to your account as a result of your failure to safeguard your username, password, or other authentication credentials or information.

C. PROHIBITED USES

The Services may be used only (i) for internal business purposes; (ii) by the number of persons for whom a license fee has been paid; (iii) without alteration or combination with other products, services or software except as expressly authorized in any applicable documentation; and (iv) in compliance with all applicable laws and in compliance with all documentation and instructions provided by us.

In addition, you may not:

harm, misuse or misappropriate the Services. You expressly agree that you may not:
- use the Services in any manner that could damage, disable, overburden, or impair the Services;
- post or transmit any information or software which contains a virus, Trojan horse, worm or other harmful component;
- reverse engineer, reverse compile, decompile, disassemble, or translate, exploit, or otherwise derive the source code of the Services;
- resell or otherwise exploit for commercial purposes, directly or indirectly, any portion of the Services, or access to them;
- use information obtained from the Services for solicitation purposes of any kind, directly or indirectly;
- access (or attempt to access) this site through any automated means (including use of scripts or web crawlers);
- make any derivative works based, in whole or in part, on any portion or all of the Services;
- use i-frames, webpage frames, or any similar framing, to enclose, capture or distribute any part of the Services;
- mirror or cache or store any pages or portions of the Services;
- use a false email address, impersonate any person or entity, forge e-mail headers or otherwise disguise the origin of any communication or mislead as to the source of the information you provide to the Services;
- attempt to gain unauthorized access to any services or information to which you have not been granted access through password mining or any other process.

harm the Company. You expressly agree that you may not:
- remove, alter or obscure any titles, product logo or brand name, trademarks, copyright notices, proprietary notices or other indications of the intellectual property rights and/or our rights and ownership thereof, whether such notice or indications are affixed on, contained in or otherwise connected to the Services, or documentation, or on any copies made in accordance with this Agreement; co-brand any portion of the Services;
- portray Company or its affiliates in a negative manner or otherwise portray its Services in a false, misleading, derogatory or offensive manner;
- otherwise imply any endorsement by us of your brands or services;

harm other users. You expressly agree that you may not:
- restrict or inhibit any other user from using and enjoying the Services;
- post or transmit any unlawful, fraudulent, libelous, defamatory, obscene, pornographic, vulgar, sexually-orientated, profane, threatening, abusive, hateful, offensive, false, misleading, derogatory, or otherwise objectionable information of any kind, including without limitation any transmissions constituting or encouraging conduct that would constitute a criminal offense, give rise to civil liability, or otherwise violate any local, state, national or foreign law, including without limitation the U.S. export control laws and regulations;
- post or transmit any advertisements or other unsolicited commercial communication (except as otherwise expressly permitted by Company) or engage in spamming or flooding.
You will keep and protect any of our Confidential Information as confidential, using at least the same efforts you use to protect your own confidential information and in no event less than reasonable and industry standard efforts. Our “Confidential Information” includes the Services, documentation and information about the Services and their operation or any other information which a reasonable person would understand to be confidential or proprietary in nature.
You agree to return or destroy our Confidential Information when this Agreement is over. You acknowledge and agree that, if you violate your confidentiality obligations hereunder, we shall be entitled to seek equitable relief to prevent such violation in addition to other remedies.

3.OUR OBLIGATIONS

Subject to your compliance with this Agreement, we hereby grant to you a limited, nonexclusive, non-transferable license to access and use the Services during the term of this Agreement.

Our obligations with respect to your personal information are set forth in our Privacy Policy.

Company has no obligation to monitor the content of the Services. However, Company has the right to monitor the Services electronically from time to time, and to disclose any information as necessary or appropriate to satisfy any law, regulation or other governmental request, to operate the Services properly, or to protect itself or its customers.

4.THIRD PARTY CONTENT AND SERVICES

A. AUTHORIZATION

The Services may integrate and/or interact with Third Party Platforms, including via APIs or browser extensions. For example, the Services may leverage APIs from Amazon.com., Inc., Amazon Services LLC and/or its affiliates (“Amazon”) to integrate with and interact with certain Amazon services, and/or Google Chrome browser extensions. The Amazon name and brand is a registered trademark of Amazon. The Google and Chrome names and brands are registered trademarks of Google.

Company has no affiliation, association, endorsement or sponsorship by Amazon, Google or any other third party platforms (collectively, “Third Party Platforms”). It is your responsibility to analyze and interpret any third party terms of service applicable to your use of the Services (collectively, “Third Party Terms”), and you acknowledge that we have no control over, and are not a party to, such terms.

Without limiting the generality of the foregoing, you acknowledge and agree that in order for the Services to work with certain Third Party Platforms, such as Amazon’s Marketplace Web Services, you must grant us access to your applicable third party account(s), such as your Amazon seller central account for Amazon’s Marketplace Web Services. By incorporating Third Party Platforms into your account with us, you authorize us access to collect, analyze and use data collected by or via Third Party Platforms (“Company Data”), including, without limitation, customer data (“Your Customer Data”).

You represent that you have the rights to access any applicable Third Party Platforms, and that you are an owner or authorized user of the Third Party Platform accounts you authorize us to incorporate. You further agree and acknowledge that we do not own or operate such Third Party Platforms and we are therefore not responsible for the operations, security, or performance of such Third Party Platforms or Company Data provided thereby.

Certain content on the Services may be supplied by third parties. Any opinions, advice, statements, services, offers, or other information that constitutes part of the content expressed or made available by third parties (including other users) are those of the respective authors or distributors and not of Company. You may enter into correspondence with or participate in promotions of such third parties, such as advertisers promoting their products or services. Any such correspondence or participation, including the delivery of and the payment for products, services or content, are solely between you and each such third party. Company neither endorses nor is responsible for the accuracy or reliability of any opinion, advice, submission, posting, or statement made on the Services.

As a convenience to you, the Services may provide links to Third Party Platforms and their contact information, such as social-media handles and email addresses. Company makes no endorsement of such third parties, nor any representation or warranty regarding anything that takes place between you and any such third parties. Third Party Platforms are independent from and not controlled by Company, even if, for example, a Company link or logo appears on a platform linked from the Services. It is up to you to read those third party sites’ applicable terms of use, privacy, and other policies.

By using the Services, you hereby release Company from, and waive any and all claims or claim rights that you may have against Company, and release and indemnify Company against any claims that any third party may have against us, arising from or related to (i) your use of any Third Party Platforms, including if accessed or used via our Services, and (ii) Third Party Terms, applicable privacy policies or any other rules or regulations of such third parties entered into by you or applicable to you.

B. COMPANY DATA

You grant us the right to use Company Data for purposes of us providing the Services, enhancing our Services, collecting and delivering market insights, predicting outcomes, and other business purposes. Such data may include without limitation sales data and information, pricing, shipping costs, and other similar information, or other information provided for the Services herein. For clarity, this information is not considered confidential information or personal information of yours for purposes of this Agreement.

You represent and warrant that you have all necessary rights, consents and approvals, to grant us this access and this information for such uses. You further agree not to provide any Company Data that violates the privacy rights of any individual or intellectual property rights of any third party or to which you do not have rights.

You will retain any and all rights in Company Data subject to your grant to Company of a non-exclusive right and license to use, copy, reproduce, modify, adapt, publish, and display such Company Data, including data from Third Party Platforms in order to provide you with the functionalities and features of the Services.

C. YOUR CUSTOMER DATA

Except as otherwise set forth herein, Company will only collect and process Your Customer Data in order to provide the features and functionalities of the Services. In no event will Company sell Your Customer Data or use it for marketing or promotional purposes. All collection, use, and processing of Your Customer Data shall comply with all applicable laws, rules and regulations. Company shall implement and maintain commercially reasonable administrative, physical, and technical safeguards designed to protect the security, confidentiality, and integrity of Your Customer Data provided that you acknowledge that no security measures involving transmission of information on the Internet are perfect. Company shall maintain security incident management policies and procedures and shall, to the extent permitted by law, promptly notify you in the event of any unauthorized access to or disclosure of Your Customer Data. Company shall make reasonable efforts to identify and remediate the cause of such actual or reasonably suspected security breach.

Notwithstanding the foregoing, you agree that Company is free to use and disclose Your Customer Data in aggregated, anonymous form for the purposes of general statistical analysis, improvement of its services, and to create reports, evaluations, benchmarking tests, studies, analyses and other work product related to the foregoing; however, Company shall not distribute any such aggregated data in a manner that identifies any of Client’s customers or is otherwise identifiable as originating from Client without Client’s prior, written consent.

Without limiting the foregoing, you expressly represent and warrant that all Your Customer Data was collected by you in accordance with your privacy policy, applicable Third Party Platform policies and all applicable laws.

5.PUBLIC POSTINGS AND LICENSED MATERIALS

Certain material you may post on our Services is or may be available to the public, including without limitation any public profile data, feedback, questions, comments, suggestions, uploads, blog entries, ratings, reviews, images, videos, poll answers, etc., in any form or media, that you post via the Services or otherwise (collectively, “Public Postings”). These Public Postings will be treated as non-confidential and nonproprietary. You are responsible for any Public Postings and the consequences of sharing or publishing such content with others or the general public. This includes, for example, any personal information, such as your address, the address of others, or your current location. WE ARE NOT RESPONSIBLE FOR THE CONSEQUENCES OF PUBLICLY SHARING OR POSTING ANY PERSONAL OR OTHER INFORMATION ON THE SERVICES.

Other content or communications you transmit to us, including without limitation any feedback, data, questions, comments, suggestions, in any form or media, that you submit to us via e-mail, the Services or otherwise (to the extent excluding any personal information, collectively, “Submissions”), will be treated as non-confidential and nonproprietary.

By providing any Public Posting or Submission, you (i) grant to Company a royalty-free, non-exclusive, perpetual, irrevocable, sub-licensable right to use, reproduce, modify, adapt, publish, translate, create derivative works (including products) from, distribute, and display such content throughout the world in all media and you license to us all patent, trademark, trade secret, copyright or other proprietary rights in and to such content for publication on the Services pursuant to this Agreement; (ii) agree that we shall be free to use any ideas, concepts or techniques embodied therein for any purpose whatsoever, including, but not limited to, developing and marketing products or services incorporating such ideas, concepts, or techniques, without attribution, without any liability or obligation to you; (iii) grant to Company the right to use the name that you submit in connection with such content. In addition, you hereby waive all moral rights you may have in any Public Posting or Submissions.

You shall be solely responsible for your own content and any Pubic Postings and Submissions. You affirm, represent, and warrant that you own or have the necessary licenses, rights, consents, and permissions to publish content you post or submit. You further agree that content you submit via Public Postings or Submissions will not contain third party copyrighted material, or material that is subject to other third party proprietary rights, unless you have permission from the rightful owner of the material or you are otherwise legally entitled to post the material and to grant us all of the license rights granted herein. You further agree that you will not submit to the Services any content or other material that is contrary to any posted “community guidelines” or similarly titled document, if any, which may be updated from time to time, or contrary to applicable local, national, and international laws and regulations.

We do not endorse any content submitted to the Services by any user or other licensor, or any opinion, recommendation, or advice expressed therein, and we expressly disclaim any and all liability in connection with content. We do not permit copyright infringing activities and infringement of intellectual property rights on the Services, and we will remove all content if properly notified that such content infringes on another’s intellectual property rights as set forth herein below. We reserve the right to remove content without prior notice. We reserve the right to decide whether your content violates this Agreement for reasons other than copyright infringement, such as, but not limited to, pornography, obscenity, or excessive length. We may at any time, without prior notice and in our sole discretion, remove such content and/or terminate a user’s account or otherwise block access for submitting such material in violation of this Agreement.

We are not responsible for end user error or errors in inputs or for errors in any user supplied data. We do not independently verify the truthfulness or accuracy of any data or content input into the Services and are not responsible for the fraud, misrepresentation, negligence or misconduct of any end user or other third party.

6.WARRANTIES AND LIMITATIONS OF WARRANTIES.

If you are not completely satisfied with the Services, your sole remedy is to cease using the Services. With respect to any fee-based Services, if you signed up for designated term or timeframe, you will still be responsible for payment for the full term. If you did not subscribe for any minimum period, then you may cancel at any time on 30 days advanced notice, and cease to use the Services, then you will not be charged any additional amounts after the effective date of such termination. In any case, you will be responsible for any and all charges and activity accrued prior to your Services termination date, and those obligations will survive your termination of the Services. Company undertakes commercially reasonable efforts to ensure that the information and analysis it provides is current and accurate, however, Company does not warrant the accuracy of information or analysis.

THE SERVICES AND ALL INFORMATION, CONTENT, AND MATERIALS RELATED TO THEM, ARE PROVIDED “AS IS.” EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, NON-INTERFERENCE, SYSTEM INTEGRATION AND ACCURACY OF DATA. WE DO NOT WARRANT THAT USE OF THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE OR VIRUS FREE. ALTHOUGH INFORMATION THAT YOU SUBMIT MAY BE PASSWORD PROTECTED, WE DO NOT GUARANTEE THE SECURITY OF ANY INFORMATION TRANSMITTED TO OR FROM THE SERVICES AND YOU AGREE TO ASSUME THE SECURITY RISK FOR ANY INFORMATION YOU PROVIDE THROUGH THE SERVICES.

7.LIMITATIONS OF LIABILITY.

IN NO EVENT SHALL WE OR OUR AFFILIATES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL OR SPECIAL DAMAGES, OR FOR LOSS OF PROFITS OR DAMAGES ARISING DUE TO BUSINESS INTERRUPTION OR FROM LOSS OR INACCURACY OF INFORMATION, INCLUDING IF AND TO THE EXTENT ANY OF THE FOREGOING ARISE IN CONNECTION WITH THIS AGREEMENT OR YOUR USE OR INABILITY TO USE THE SERVICES, WHETHER OR NOT SUCH DAMAGES WERE FORESEEABLE AND EVEN IF WE WERE ADVISED THAT SUCH DAMAGES WERE LIKELY OR POSSIBLE.

IN NO EVENT WILL THE AGGREGATE LIABILITY OF US TO YOU FOR ANY AND ALL CLAIMS ARISING IN CONNECTION WITH THIS AGREEMENT OR THE SERVICES, EXCEED THE TOTAL FEES PAID TO US BY YOU, IF ANY, DURING THE SIX-MONTH PERIOD PRECEDING THE DATE OF ANY CLAIM (OR $10 IF THE SERVICES ARE FREE). YOU ACKNOWLEDGE THAT THIS LIMITATION OF LIABILITY IS AN ESSENTIAL TERM BETWEEN YOU AND US RELATING TO THE PROVISION OF THE SERVICES TO YOU AND WE WOULD NOT PROVIDE THE SERVICES TO YOU WITHOUT THIS LIMITATION.

YOU AGREE TO INDEMNIFY, DEFEND AND HOLD HARMLESS US AND OUR AFFILIATED COMPANIES, AND EACH OF OUR AND THEIR RESPECTIVE OFFICERS, DIRECTORS, MEMBERS, AGENTS, AND EMPLOYEES FROM AND AGAINST ALL LOSSES, EXPENSES, DAMAGES, CLAIMS, JUDGMENTS, COSTS, EXPENSES AND LIABILITIES, INCLUDING REASONABLE ATTORNEYS’ FEES, INCURRED BY US OR SUCH PARTIES AND/OR ARISING OUT OF OR RESULTING FROM (1) ANY ACTUAL OR ALLEGED VIOLATION BY YOU OF THIS AGREEMENT (INCLUDING ANY REPRESENTATION OR WARRANTY HEREIN); (2) ANY ACTIVITY RELATED TO YOUR ACCOUNT BY YOU OR ANY OTHER PERSON ACCESSING THE SERVICES WITH YOUR PASSWORD; (3) YOUR USE OF AND ACCESS TO THE SERVICES; (4) YOUR ACTUAL OR ALLEGED VIOLATION OF ANY THIRD PARTY RIGHT; (5) YOUR ACTUAL OR ALLEGED VIOLATION OF ANY LAW, RULE OR REGULATION; AND/OR (6) YOUR CONTENT OR DATA, INCLUDING IF IT CAUSES ANY DAMAGE TO A THIRD PARTY. YOUR DEFENSE, INDEMNIFICATION AND HOLD HARMLESS OBLIGATIONS IN THIS AGREEMENT WILL SURVIVE THIS AGREEMENT AND YOUR USE OF THE SERVICES.

We shall not be liable for any circumstances arising out of causes beyond our reasonable control or without our fault or negligence, including, but not limited to, Acts of God, acts of civil or military authority, fires, riots, wars, embargoes, Internet disruptions, hacker attacks, or communications failures, or other force majeure.

8.DURATION OF TERMS

Once in effect, this Agreement will continue in operation until terminated by either you or us. However, even after termination, the provisions of this Agreement will remain in effect in relation to any prior use of the Services by you.

You may terminate this Agreement at any time and for any reason by providing notice to Company in the manner specified in this Agreement or by canceling your subscription as described above in Section 2(A).

We may terminate this Agreement without notice or, at our option, temporarily suspend your access to the Services, in the event that you breach this Agreement. Notwithstanding the foregoing, Company also reserves the right to terminate this Agreement at any time and for any reason by providing notice to you either through email or other reasonable means.

After termination of this Agreement, Company will have no further obligation to provide the Services or access thereto. Upon termination, all licenses and other rights granted to you by this Agreement, if any, will immediately cease, but your licenses to us shall survive, and certain of your obligations (including payment obligations, if any) will survive in accordance with the terms hereof.

9.MODIFICATION OF TERMS

Company may change the terms of this Agreement from time to time. You will be notified of any such changes via e-mail (if you have provided a valid email address) and/or by our posting notice of the changes on the Services (which may consist of publishing the changes on our website). Any such changes will become effective when notice i