Terms of Service

These Terms of Service ("Terms") govern the access to and use of the SPEX Access Application services ("Services") provided by GfK Etilize ("Provider") to directly upload Product Data and any other, and any information, text, graphics, photos or other materials uploaded, downloaded or appearing on the Services (collectively referred to as "Product Data").

You may use the Services only if you are an employee or agent of an GfK Etilize client ("Client") that has an executed agreement with Provider to use the Services ("Agreement"), and by accepting these Terms you represent and warrant that you are authorized to do so.

You may use the Services only in compliance with these Terms, the terms of the Agreement, and all applicable local, state, national, and international laws, rules and regulations, and by accessing or using the Services you agree to be bound by them. Any terms not defined in these Terms shall have the meanings as defined in the Agreement. Should there be any conflict between the terms of these Terms and the Agreement, the Agreement shall Control.

In addition to all the terms and conditions of the Agreement Client and User agree to the following:

Passwords

Client and User are responsible for safeguarding the password used to access the Services and for any activities or actions under your password. GfK Etilize cannot and will not be liable for any loss or damage arising from failure to comply with the above.

Representations, Warranties and Indemnification

Client and User represent and warrant that any Product Data or other data uploaded to the Services will be free from any viruses, worms, Trojan horses, adware, spyware, malware, or other harmful code or programs, and Client and User agree to indemnify and/or defend Provider from any and all claims arising from damages resulting from User's introduction into the Service of any of the above.

Restrictions

Client and User shall not scrape, harvest, extract, or otherwise copy (in original or altered form), use or distribute any content accessible or obtained through the Services, including but not limited to Product Data, except as provided for in the Agreement or these Terms.

Note: Resellers are presently limited to 6 downloads. GfK Etilize may change this at its sole discretion at any time pursuant to its Terms and Conditions.

Term

The terms of this TOS will be co-terminus with the term of the Agreement.

Provider may suspend or terminate User and/or Client's accounts or cease providing User/Client with all or part of the Services at any time for any reason, including, but not limited to, reasonable belief that: (i) User has violated these Terms or the Terms of the Agreement, (ii) User has created risk or possible legal exposure for Provider, or (iii) the provision of the Services is no longer commercially viable. Provider shall make reasonable efforts to notify User and Client by the email address associated with the account.

Nothing in this section shall affect Provider's rights to change, limit or stop the provision of the Services without prior notice, as otherwise provided in the Agreement.

Governing Law

These Terms shall be construed according to, and the rights of the parties shall be governed under, the laws of the State of California. Provider, User and Client consent to the exclusive jurisdiction and venue of the state and federal courts in the State of California for the resolution of any disputes or claims arising out of or related to these Terms. Any waiver or failure to enforce any provision of these Terms on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion. If any provision of these Terms is determined to be unenforceable, such provision will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law and the remaining provisions will continue in full force and effect.