Live Data Additional Terms

(Last Updated August 15, 2021. Replaces all prior versions)

These Additional Terms govern your use of the Services and are incorporated by reference into the Beeline Connect General Terms of Service (“General Terms”) located at beelineconnect.com/programterms (these Additional Terms and the General Terms are collectively referred to as this “Agreement”). Capitalized items not defined here have the same meaning as defined in the General Terms.

1. Acceptance of Terms. At all times, a Beeline Retailer who participates in a Beeline Live Data Program (“Beeline Live Data Retailer”) will perform, satisfy and comply with all of the specific requirements and terms set forth below with respect to all services through the Live Data Program.

2. Accessing the Live Data Program. To access the Live Data Program or some of the resources it offers, you may be asked to provide certain registration details or other information. It is a condition of your use of the Live Data Program that all the information you provide on the Live Data Program is current and complete, based on proper inventory management processes. Beeline will not be liable if for any reason all or any part of the Live Data Program is unavailable at any time or for any period.

3. Intellectual Property Rights. The Live Data Program and its entire contents, features and functionality (including but not limited to all information, software, text, displays, images, video and audio, and the design, selection and arrangement thereof), are owned by Beeline, its licensors or other providers of such material. You must not reproduce, distribute, modify, create derivative works of, republish, download, store or transmit any of the material on our Live Data Program. If you print, copy, modify, download or otherwise use or provide any other person with access to any part of the Live Data Program in breach of the Program, your right to use the Live Data Program will cease immediately and you must, at our option, return or destroy any copies of the materials you have made. No right, title or interest in or to the Live Data Program or any content on the Live Data Program is transferred to you, and all rights not expressly granted are reserved by Beeline.

4. Prohibited Uses. You agree not to: Use any robot, spider, caching, or other automatic device, process or means to access the Live Data Program for any purpose, including monitoring or copying any of the material on the Live Data Program; Use the Live Data Program in any manner that could disable, overburden, damage, or impair the services or interfere with any other party's use of the Live Data Program; Otherwise attempt to interfere with the proper working of the Live Data Program.

5. Live Data Information. The Live Data Program allows the Brand Supplier and Beeline Live Data Retailer to upload on a daily basis their respective product catalogue, on-hand inventory and sales transactions by SKU and Part Number (UPC), and Rider interest in particular inventory (collectively referred to as “Live Data Information”). All Live Data Information you transfer to Beeline through the Live Data Program must comply with the Content Accuracy. Live Data Information you transmit to Beeline through the Live Data Program will be considered non- confidential and non-proprietary. By providing Live Data Information on the Live Data Program, you grant us and our affiliates and service providers, and each of their and our respective licensees, successors and assignees the right to use, reproduce, modify, perform, display, distribute and otherwise disclose, on a perpetual basis, any such material for purposes of displaying the Live Data Information on the Supplier Brand’s website(s) and beelineconnect.com. You also agree that Beeline shall have the right, but not the obligation, to retain the Live Data Information on a perpetual basis. You understand and acknowledge that you are responsible for any Live Data Information you submit or contribute, and you, not Beeline, have full responsibility for such content, including its legality, reliability, accuracy and appropriateness. Beeline is not responsible, or liable to any third party, for the content or accuracy of any Live Data Information posted by you or any other user of the Data Share Program.

6. Content Accuracy. In order to participate in the Live Data Program, you must provide current and accurate Live Data Information on a daily basis (“Content Accuracy”). The information presented through the Live Data Program is made available solely for general information purposes. Beeline does not warrant the accuracy, completeness or usefulness of this information. Beeline disclaims all liability and responsibility arising from any reliance placed on this information by all parties.

7. Exception. EXCEPT TO THE EXTENT OF SET FORTH ABOVE IN THESE TERMS, AND NOTWITHSTANDING ANY PROVISION TO THE CONTRARY CONTAINED IN ANY LIVE DATA PROCESS, ON-LINE OR MOBILE MEDIA, OR OTHER STATEMENT OR INSTRUMENT, BEELINE MAKES NO REPRESENTATION, WARRANTY OR GUARANTEE, EXPRESS, IMPLIED OR STATUTORY, WITH RESPECT TO THE LIVE DATA INFORMATION, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE

8. Limitation. Without in any manner limiting any other limitations set forth herein or in the documents and agreements entered into between Beeline Live Data Retailer and Beeline, Beeline disclaims any and all liability arising from or related to statements, representations, warranties, promises or guarantees of Beeline Live Data Retailer or any of its Representatives or affiliates made to any other persons or entities, including, but not limited to, any such statements, representations, warranties, promises or guarantees that the Live Data Information is suitable for any particular use, purpose or application. In addition, any warranty offered by Beeline Live Data Retailer that is in addition to or different from the foregoing provisions of these terms shall not be binding upon Beeline, and shall be the sole responsibility of Beeline Live Data Retailer and shall clearly and conspicuously state that such warranty is Beeline Live Data Retailer’s warranty only.