ResalerIQ Terms of Use, Confidentiality and Intellectual Property Agreement
1. Acceptance and scope
This Agreement is between you and Amon Ledwich, operating under the name ResalerIQ (“Company,” “we,” or “us”), located in York, Pennsylvania. It governs your access to ResalerIQ, including its website, applications, beta releases, trials, paid subscriptions, and associated documentation (the “Service”).
By selecting “I agree” and continuing, you agree to this Agreement. If you do not agree, you must not access or use the Service.
This Agreement applies to individual consumers and business users, including beta testers, trial users, and paid subscribers. You represent that you are at least the legal age of majority and have capacity to enter this Agreement. If accepting for a business, you represent that you have authority to bind that business.
2. Limited permission to use the Service
Subject to this Agreement and your subscription or trial conditions, Company grants you a limited, nonexclusive, nontransferable permission to use the Service for its intended inventory and resale-pricing purposes.
This permission does not transfer ownership of the Service or grant rights to reproduce, distribute, license, or commercialize Company’s intellectual property.
3. Ownership and restrictions against copying
Company and its licensors retain all rights in the Service, including its proprietary software, original interface elements, documentation, workflows, technical implementations, and confidential methods.
Except with Company’s prior written permission or where applicable law expressly permits otherwise, you must not, directly or through another person:
- Copy, reproduce, distribute, sell, sublicense, or create derivative works from the Service or its protected elements.
- Reverse engineer, decompile, disassemble, extract source code, or attempt to discover nonpublic algorithms, architecture, or implementation details.
- Systematically inspect, record, scrape, or analyze the Service to reconstruct its proprietary design, functionality, workflows, or confidential methods.
- Use Company’s protected materials or Confidential Information to build, commission, train, or assist development of a replica or competing product.
- Provide access, screenshots, recordings, technical descriptions, or other protected materials to another person for those prohibited purposes.
- Remove intellectual property notices or circumvent access controls or usage restrictions.
These restrictions do not claim ownership of general ideas, publicly known methods, your own data, or work independently developed without use of Company’s protected materials or Confidential Information.
4. Confidentiality and nondisclosure
“Confidential Information” means nonpublic information disclosed through your access to the Service that is identified as confidential or that a reasonable person would understand to be confidential. This includes unreleased beta features, nonpublic technical information, source code, internal documentation, security details, product plans, and proprietary methods.
You agree to:
- Use Confidential Information only as necessary for authorized use or evaluation of the Service.
- Protect it with reasonable care.
- Disclose it only to people who need it for authorized use and are bound by confidentiality duties at least as protective as these terms.
- Remain responsible for disclosures you authorize.
- Promptly notify Company of unauthorized access or disclosure you discover.
Confidential Information excludes information you can demonstrate was lawfully known to you without restriction, became public without breach, was lawfully received from another source, or was independently developed without using Confidential Information.
These duties continue for five years after your access ends. Duties concerning trade secrets continue for as long as the information qualifies as a trade secret under applicable law.
5. Permitted and protected disclosures
Nothing in this Agreement prohibits:
- Confidential consultation with your attorney or other professional adviser subject to appropriate confidentiality duties.
- Reporting suspected unlawful conduct to a government agency.
- Disclosures protected by whistleblower or other applicable law.
- Compliance with a lawful court order or legal obligation.
- Honest reviews or other communications protected by applicable law, provided you do not unlawfully disclose protected confidential information.
Where legally permitted, give Company reasonable advance notice of a legally compelled disclosure and disclose only what is required.
6. Beta testing and trials
The intellectual property, confidentiality, and use restrictions apply equally to beta testers, trial users, and paid subscribers.
Beta and trial features may be incomplete, inaccurate, unavailable, modified, or discontinued. Pricing estimates are informational and do not guarantee resale value, profit, or a sale.
You are responsible for reviewing results and maintaining appropriate copies of your own business records.
7. Your information and feedback
You retain ownership of information and materials you submit. You grant Company permission to process those materials as necessary to provide and secure the Service, consistent with the applicable privacy notice.
You may voluntarily provide suggestions or feedback. Company may use that feedback to improve the Service without compensation, subject to applicable law. This does not transfer ownership of your inventory records or other business data.
8. Breach and remedies
Company may suspend or terminate access for a material breach, subject to applicable law and any required notice.
Unauthorized copying, misuse, or disclosure may cause harm that monetary damages alone cannot adequately remedy. Company may seek appropriate injunctive relief and other remedies available under law. Relief remains subject to the applicable legal requirements.
Nothing in this Agreement automatically establishes that a breach occurred or entitles either party to a penalty, damages, or legal fees without an applicable legal basis.
9. Binding arbitration and trial waiver
PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS HOW DISPUTES ARE RESOLVED.
Except for the exceptions below, you and Company agree that disputes arising from this Agreement or the Service, including alleged breaches, will be resolved through binding arbitration rather than a court trial.
Before starting arbitration, the complaining party must send written notice describing the dispute and requested resolution. The parties will attempt to resolve the matter informally for 30 days, unless urgent relief or a filing deadline requires earlier action. Notices to Company must be sent to amonledwich@gmail.com.
Consumer disputes will follow the American Arbitration Association’s applicable Consumer Arbitration Rules. Business disputes will follow its applicable Commercial Arbitration Rules. Mandatory consumer protections control classification, fees, hearing location, and access to remedies. Remote participation will be available where the applicable rules permit. The arbitration requirement and trial waiver apply to both you and Company, subject to the exceptions and opt-out described in this section.
The arbitrator may award remedies available under applicable law. Court review of an arbitration award is limited by applicable law.
For disputes subject to valid and enforceable arbitration, you and Company knowingly agree to forgo a court or jury trial.
Either party may bring an eligible individual claim in small claims court. Either party may seek temporary court relief to preserve the status quo or protect confidential information or intellectual property pending arbitration. Claims that applicable law does not permit to be arbitrated remain outside this requirement.
You may reject this arbitration provision by emailing amonledwich@gmail.com within 30 days of first accepting this Agreement, identifying your account and clearly stating that you opt out of arbitration. Opting out does not affect the remaining terms or your access to the Service.
10. Governing law
This Agreement is governed by Pennsylvania law and applicable federal law, without excluding mandatory consumer protections. For disputes permitted to proceed in court, the parties consent to the appropriate state courts in York County, Pennsylvania, or the United States District Court for the Middle District of Pennsylvania, except where applicable law requires otherwise.
11. Changes and severability
Company will provide notice of material changes and obtain renewed acceptance where required. Changes will not retroactively alter an existing dispute without the parties’ agreement.
If a provision is unenforceable, it will be severed or limited only as permitted by law, with the remainder continuing where legally possible. An unenforceable arbitration provision does not eliminate either party’s lawful claims or defenses.
12. Understanding and voluntary agreement
By accepting, you acknowledge that:
- You have read this Agreement and understand its terms.
- You have had a reasonable opportunity to ask questions and seek independent legal advice.
- You voluntarily choose to accept it.
- You understand the confidentiality and restrictions against copying or recreating the Service.
- You understand the arbitration provision and its effect on court and jury trials, subject to its exceptions and your opt-out right.
- You intend your electronic acceptance to constitute your agreement to be bound.
You are not required to obtain legal advice before accepting, and nothing in this Agreement prevents you from obtaining it.
End of agreement · Version 1.0