TERMS OF SERVICE

PLEASE READ THESE TERMS OF SERVICE CAREFULLY. BY USING RESALEAI, CUSTOMER AGREES TO THESE TERMS AND CONDITIONS.

These Terms of Service constitute an agreement (this “Agreement”) by and between L2M LLC, a Limited Liability Company whose principal place of business is 615 Main St, suite 202, Nashville TN 37206 (“Vendor”) and the corporation, LLC, partnership, sole proprietorship, or other business entity executing this Agreement (“Customer”). This Agreement is effective as of the date Customer clicks “Accepted and Agreed To” (the “Effective Date”). Customer’s use of and Vendor’s provision of Vendor’s System (as defined below in Section 1.6) are governed by this Agreement.

EACH PARTY ACKNOWLEDGES THAT IT HAS READ THIS AGREEMENT, UNDERSTANDS IT, AND AGREES TO BE BOUND BY ITS TERMS, AND THAT THE PERSON SIGNING ON ITS BEHALF HAS BEEN AUTHORIZED TO DO SO. THE PERSON EXECUTING THIS AGREEMENT ON CUSTOMER’S BEHALF REPRESENTS THAT HE OR SHE HAS THE AUTHORITY TO BIND CUSTOMER TO THESE TERMS AND CONDITIONS.

1. DEFINITIONS. The following capitalized terms shall have the following meanings whenever used in this Agreement.

1.1.  “AUP” means Vendor’s acceptable use policy currently posted at ResaleAI.com/AUP.

1.2.  “Customer Data” means data in electronic form input or collected through the System by or from Customer, including without limitation by Customer’s Users.

1.3.  “Documentation” means Vendor’s standard manual related to use of the System, as well as ResaleAI.com/Documentation.

1.4.  “Order” means an order for access to the System, executed as follows: by clicking ACCEPT to Terms of Service and providing a valid method of payment at ResaleAI.com.

1.5.  “Privacy Policy” means Vendor’s privacy policy, currently posted at ResaleAI.com/PrivacyPolicy.

1.6.  “System” means Vendor’s ResaleAI web-based software, as in Appendix A below.

1.7.  “Term” is defined in Section 11.1 below.

1.8.  “User” means any individual who uses the System on Customer’s behalf or through Customer’s account or passwords, whether authorized or not.

 

2. THE SYSTEM.

2.1. Use of the System. During the Term, Customer may access and use the System pursuant to: (a) the terms of any outstanding Order, including such features and functions as the Order requires; and (b) Vendor’s policies posted on its Website at ResaleAI.com as such policies may be updated from time to time.

2.2.  Documentation: Customer may reproduce and use the Documentation solely as necessary to support Users’ use of the System.

2.3.  System Revisions. Vendor may revise System features and functions at any time, including without limitation by removing such features and functions or reducing service levels. If any such revision to the System materially reduces features or functionality provided pursuant to an Order, Customer may within 30 days of notice of the revision terminate such Order, without cause, or terminate this Agreement without cause if such Order is the only one outstanding.

3. SYSTEM FEES. Customer shall pay Vendor the fee set forth in each Order (the “Subscription Fee”) for each Term. Vendor will not be required to refund the Subscription Fee under any circumstances.

4. CUSTOMER DATA & PRIVACY.

4.1.  Use of Customer Data. Unless it receives Customer’s prior written consent, Vendor: (a) shall not access, process, or otherwise use Customer Data other than as necessary to facilitate the System; and (b) shall not intentionally grant any third party access to Customer Data, including without limitation Vendor’s other customers, except subcontractors that are subject to a reasonable nondisclosure agreement. Notwithstanding the foregoing, Vendor may disclose Customer Data as required by applicable law or by proper legal or governmental authority. Vendor shall give Customer prompt notice of any such legal or governmental demand and reasonably cooperate with Customer in any effort to seek a protective order or otherwise to contest such required disclosure, at Customer’s expense.

4.2.  Privacy Policy. The Privacy Policy applies only to the System and does not apply to any third party website or service linked to the System or recommended or referred to through the System or by Vendor’s staff. Vendor makes no representation regarding the use, disclosure, or security of such websites or services.

4.3.  Risk of Exposure. Customer recognizes and agrees that hosting data online involves risks of unauthorized disclosure or exposure and that, in accessing and using the System, Customer assumes such risks. Vendor offers no representation, warranty, or guarantee that Customer Data will not be exposed or disclosed through errors or the actions of third parties.

4.4.  Data Accuracy. Vendor shall have no responsibility or liability for the accuracy of data uploaded to the System by Customer, including without limitation Customer Data and any other data uploaded by Users.

4.5.  Data Deletion. Vendor may permanently erase Customer Data if Customer’s account is delinquent, suspended, or terminated for 90 days or more.  At the end of the aforementioned 90 day period, Vendor will provide, at Customer’s request, a CSV (Comma Separated Values) file containing the Customer’s current data from the ResaleAI Back Stock function.

4.6.  Aggregate & Anonymized Data. Notwithstanding the provisions above of this Article 4, Vendor may use, reproduce, sell, publicize, or otherwise exploit Aggregate Data in any way, in its sole discretion. (“Aggregate Data” refers to Customer Data with the following removed: personally identifiable information and the names and addresses of Customer and any of its Users or customers.)

5. CUSTOMER’S RESPONSIBILITIES & RESTRICTIONS.

5.1. Customer Qualifications. Customer represents and warrants that it is an active franchisee of one of the franchise brands supported by the System and uses one of the point of sale computer systems supported by the System. Said point-of-sale computer system, and the local area network that it runs on, must meet minimum requirements as set by the Customer’s franchisor. If Customer’s IT support staff or contractors have modified from those franchisor requirements, Customer is responsible for restoring their computers and local area network to support the System.

(a)  At this time the System supports these franchise brands:

(i)  Winmark Corporation’s Plato’s Closet®

(ii)  Winmark Corporation’s Once Upon a Child®

(iii)  Winmark Corporation’s Style Encore®

(iv)  Winmark Corporation’s Play It Again Sports®

(v)  Winmark Corporation’s Music Go Round®

(b)  At this time the System supports these point-of-sale computer systems:

(i) Winmark Corporation’s Data Recycling System (DRS)

5.2.  Acceptable Use. Customer shall comply with the AUP. Customer shall not: (a) use the System for service bureau or time-sharing purposes or in any other way allow third parties to exploit the System; (b) provide System passwords or other log-in information to any third party; (c) share non- public System features or content with any third party; or (d) access the System in order to build a competitive product or, to build a product using similar ideas, features, functions or graphics of the System, or to copy any ideas, features, functions or graphics of the System; (e) use the System, or the Call and Text telephone number provided to the Customer by the Vendor, to harass, defame, or defraud a third party; or (f) use the System in a way that violates any relevant local, state or federal law or regulation, including the Telephone Consumer Protection Act of 1991, CAN-SPAM Act of 2003, or any other law or restriction on electronic advertising. In the event that it suspects any breach of the requirements of this Section 5.2, including without limitation by Users, Vendor may suspend Customer’s access to the System without advanced notice, in addition to such other remedies as Vendor may have. Neither this Agreement nor the AUP requires that Vendor take any action against Customer or any User or other third party for violating the AUP, this Section 5.2, or this Agreement, but Vendor is free to take any such action it sees fit.

5.3.  Unauthorized Access. Customer shall take reasonable steps to prevent unauthorized access to the System, including without limitation by protecting its passwords and other log-in information. Customer shall notify Vendor immediately of any known or suspected unauthorized use of the System or breach of its security and shall use best efforts to stop said breach.

5.4.  Compliance with Laws. In its use of the System, Customer shall comply with all applicable laws, including without limitation laws governing the protection of personally identifiable information and other laws applicable to the protection of Customer Data.

5.5.  Users & System Access. Customer is responsible and liable for: (a) Users’ use of the System, including without limitation unauthorized User conduct and any User conduct that would violate the AUP or the requirements of this Agreement applicable to Customer; and (b) any use of the System through Customer’s account, whether authorized or unauthorized.

6. IP & FEEDBACK.

6.1.  IP Rights to the System. Vendor retains all right, title, and interest in and to the System, including without limitation all software used to provide the System and all graphics, user interfaces, logos, and trademarks reproduced through the System. This Agreement does not grant Customer any intellectual property license or rights in or to the System or any of its components. Customer recognizes that the System and its components are protected by copyright and other laws.

6.2.  Feedback. Vendor has not agreed to and does not agree to treat as confidential any Feedback (as defined below) Customer or Users provide to Vendor, and nothing in this Agreement or in the parties’ dealings arising out of or related to this Agreement will restrict Vendor’s right to use, profit from, disclose, publish, keep secret, or otherwise exploit Feedback, without compensating or crediting Customer or the User in question. (“Feedback” refers to any suggestion or idea for improving or otherwise modifying any of Vendor’s products or services.)

7. CONFIDENTIAL INFORMATION. “Confidential Information” refers to the following items Vendor discloses to Customer: (a) any document Vendor marks “Confidential”; (b) any information Vendor orally designates as “Confidential” at the time of disclosure, provided Vendor confirms such designation in writing within 10 business days; (c) the Documentation, the ResaleAI User Interface, and the ResaleAI Business Methods, whether or not marked or designated confidential; and (d) any other nonpublic, sensitive information disclosed by Vendor, whether or not marked or designated “Confidential.” Notwithstanding the foregoing, Confidential Information does not include information that: (i) is in Customer’s possession at the time of disclosure; (ii) is independently developed by Customer without use of or reference to Confidential Information; (iii) becomes known publicly, before or after disclosure, other than as a result of Customer’s improper action or inaction; or (iv) is approved for release in writing by Vendor.

7.1.  Nondisclosure. Customer shall not use Confidential Information for any purpose other than planning for and using the System as a licensed Customer (the “Purpose”). Customer: (a) shall not disclose Confidential Information to any employee or contractor of Customer unless such person needs access in order to facilitate the Purpose and executes a nondisclosure agreement with Customer with terms no less restrictive than those of this Article 7; and (b) shall not disclose Confidential Information to any other third party without Vendor’s prior written consent. Without limiting the generality of the foregoing, Customer shall protect Confidential Information with the same degree of care it uses to protect its own confidential information of similar nature and importance, but with no less than reasonable care. Customer shall promptly notify Vendor of any misuse or misappropriation of Confidential Information that comes to Customer’s attention. Notwithstanding the foregoing, Customer may disclose Confidential Information as required by applicable law or by proper legal or governmental authority. Customer shall give Vendor prompt notice of any such legal or governmental demand and reasonably cooperate with Vendor in any effort to seek a protective order or otherwise to contest such required disclosure, at Vendor’s expense.

7.2.  Injunction. Customer agrees that breach of this Article 7 would cause Vendor irreparable injury, for which monetary damages would not provide adequate compensation, and that in addition to any other remedy, Vendor will be entitled to injunctive relief against such breach or threatened breach, without proving actual damage or posting a bond or other security.

7.3.  Termination & Return. Upon termination of this Agreement, Customer shall return all copies of Confidential Information to Vendor or certify, in writing, the destruction thereof.

7.4.  Retention of Rights. This Agreement does not transfer ownership of Confidential Information or grant a license thereto. Vendor will retain all right, title, and interest in and to all Confidential Information.

8. REPRESENTATIONS & WARRANTIES.

8.1.  From Vendor. Vendor represents and warrants that it is the owner of the System and of each and every component thereof, or the recipient of a valid license thereto, and that it has and will maintain the full power and authority to grant the rights granted in this Agreement without the further consent of any third party. Vendor’s representations and warranties in the preceding sentence do not apply to use of the System in combination with hardware or software not provided by Vendor. In the event of a breach of the warranty in this Section 8.1, Vendor, at its own expense, will promptly take the following actions: (a) secure for Customer the right to continue using the System; (b) replace or modify the System to make it non-infringing; or (c) terminate the infringing features of the System and refund to Customer any prepaid fees for such features, in proportion to the portion of the Term left after such termination. In conjunction with Customer’s right to terminate for breach where applicable, the preceding sentence states Vendor’s sole obligation and liability, and Customer’s sole remedy, for breach of the warranty in this Section 8.1 and for potential or actual intellectual property infringement by the System.

8.2.  From Customer. Customer represents and warrants that: (a) it has the full right and authority to enter into, execute, and perform its obligations under this Agreement and that no pending or threatened claim or litigation known to it would have a material adverse impact on its ability to perform as required by this Agreement; (b) it has accurately identified itself and it has not provided any inaccurate information about itself to or through the System; and (c) it is a corporation, the sole proprietorship of an individual 18 years or older, or another entity authorized to do business pursuant to applicable law.

8.3.  Warranty Disclaimers. Except to the extent set forth in Section 8.1 above, CUSTOMER ACCEPTS THE SYSTEM “AS IS” AND AS AVAILABLE, WITH NO REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS, OR ANY IMPLIED WARRANTY ARISING FROM STATUTE, COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING: (a) VENDOR HAS NO OBLIGATION TO INDEMNIFY OR DEFEND CUSTOMER OR USERS AGAINST CLAIMS RELATED TO INFRINGEMENT OF INTELLECTUAL PROPERTY; (b) VENDOR DOES NOT REPRESENT OR WARRANT THAT THE SYSTEM WILL PERFORM WITHOUT INTERRUPTION OR ERROR; AND (c) VENDOR DOES NOT REPRESENT OR WARRANT THAT THE SYSTEM IS SECURE FROM HACKING OR OTHER UNAUTHORIZED INTRUSION OR THAT CUSTOMER DATA WILL REMAIN PRIVATE OR SECURE.

9. INDEMNIFICATION. Customer shall defend, indemnify, and hold harmless Vendor and the Vendor Associates (as defined below) against any “Indemnified Claim,” meaning any third party claim, suit, or proceeding arising out of or related to Customer’s alleged or actual use of, misuse of, or failure to use the System, including without limitation: (a) claims by Users or by Customer’s employees, as well as by Customer’s own customers; (b) claims related to unauthorized disclosure or exposure of personally identifiable information or other private information, including Customer Data; (c) claims related to infringement or violation of a copyright, trademark, trade secret, or privacy or confidentiality right by written material, images, logos or other content uploaded to the System through Customer’s account, including without limitation by Customer Data; and (d) claims that Customer’s unauthorized use of the System through Customer’s account harasses, defames, or defrauds a third party or violates the Telephone Consumer Protection Act of 1991, CAN-Spam Act of 2003, or any other law or restriction on electronic advertising. Indemnified Claims do not include claims solely arising out of or related to Vendor’s negligence or misconduct or the negligence or misconduct of its employees, agents or contractors.  Vendor shall defend, indemnify, and hold harmless, Customer and its employees, agents or contractors against any third party claim, suit or proceeding solely arising out of or related to the Vendor’s violation of any laws or Vendor’s negligence or misconduct, or any claims that the System which was correctly utilized by Customer as authorized and directed by Vendor harasses, defames, or defrauds a third party or violates the Telephone Consumer Protection Act of 1991, CAN- Spam Act of 2003, or any other law or restriction on electronic advertising. Customer’s or Vendor’s obligations set forth in this Article 9 include retention and payment of attorneys and payment of court costs, as well as settlement at Customer’s or Vendor’s expense and payment of judgments. The indemnified party will have the right, not to be exercised unreasonably, to reject any settlement or compromise that requires that it admit wrongdoing or liability or subjects it to any ongoing affirmative obligations. (The “indemnified party Associates” are indemnified party’s officers, directors, shareholders, parents, subsidiaries, agents, successors, and assigns.)

In the event that any party desires to make a claim against another party in connection with any third-party litigation, arbitration, action, suit, proceeding, claim or demand at any time instituted against or made upon it for which it may seek indemnification under this agreement, the indemnified party shall promptly notify the indemnifying party of such third-party claim and of its corresponding claim for indemnification at which time the the indemnifying party shall be entitled to participate in the defense of such third-party claim and shall have the right to assume the defense of such third-party claim.

10. LIMITATION OF LIABILITY. IN NO EVENT SHALL VENDOR BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, LOSS OF PROFITS, REVENUE, DATA, GOODWILL OR USE, INCURRED BY CUSTOMER OR ITS EMPLOYEES, AGENTS, OR CONTRACTORS, WHETHER IN AN ACTION IN CONTRACT OR TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY) ARISING FROM CUSTOMER’S ACCESS TO OR INABILITY TO ACCESS, OR USE OF, THE SYSTEM, EVEN IF VENDOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL VENDOR’S LIABLILTY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE TOTAL AMOUNT OF ALL FEES PAID OR PAYABLE BY THE CUSTOMER TO VENDOR UNDER THIS AGEEEMENT IN TWELVE PRIOR MONTHS. Vendor’s liability limits and other rights set forth in this Article 10 apply equally to Vendor’s affiliates, licensors, suppliers, advertisers, agents, sponsors, directors, officers, employees, consultants, and other representatives.  This limitation of liability does not include third party claims addressed in Section 9, above.

11. TERM & TERMINATION.

11.1.  Term. The term of this Agreement (the “Term”) shall commence on the Effective Date and continue for the period set forth in the Order or, if none, for ONE MONTH. Thereafter, the Term will automatically renew for successive one month periods, unless either party refuses such renewal by written notice 30 or more days before the renewal date.

11.2.  Termination for Cause. Either party may terminate this Agreement for the other’s material breach by written notice, effective in 30 days unless the other party first cures such breach.

11.3.  Effects of Termination. Upon termination of this Agreement, Customer shall cease all use of the System and return, or destroy and certify the destruction of, all copies of the documentation. all copies of the Documentation in its possession or control,. The following provisions will survive termination or expiration of this Agreement: (a) any obligation of Customer to pay fees incurred before termination; (b) Articles and Sections 6 (IP & Feedback), 7 (Confidential Information), 8.3 (Warranty Disclaimers), 9 (Indemnification), and 10 (Limitation of Liability); and (c) any other provision of this Agreement that must survive to fulfill its essential purpose.

12.MISCELLANEOUS.

12.1.Independent Contractors. The parties are independent contractors and will so represent themselves in all regards. Neither party is the agent of the other, and neither may make commitments on the other’s behalf. The parties agree that no Vendor employee or contractor will be an employee of Customer.

12.2.  Notices. Vendor may send notices pursuant to this Agreement to Customer’s email contact points provided by Customer, and such notices will be deemed received 24 hours after they are sent. Customer may send notices pursuant to this Agreement to support@resaleai.com, and such notices will be deemed received 72 hours after they are sent.

12.3.  Force Majeure. No delay, failure, or default, other than a failure to pay fees when due, will constitute a breach of this Agreement to the extent caused by acts of war, terrorism, hurricanes, earthquakes, other acts of God or of nature, strikes or other labor disputes, riots or other acts of civil disorder, embargoes, or other causes beyond the performing party’s reasonable control.

12.4.  Assignment & Successors. Customer may not assign this Agreement or any of its rights or obligations hereunder without Vendor’s express written consent. Except to the extent forbidden in this Section 12.4, this Agreement will be binding upon and inure to the benefit of the parties’ respective successors and assigns.

12.5.  Severability. To the extent permitted by applicable law, the parties hereby waive any provision of law that would render any clause of this Agreement invalid or otherwise unenforceable in any respect. In the event that a provision of this Agreement is held to be invalid or otherwise unenforceable, such provision will be interpreted to fulfill its intended purpose to the maximum extent permitted by applicable law, and the remaining provisions of this Agreement will continue in full force and effect.

12.6.  No Waiver. Neither party will be deemed to have waived any of its rights under this Agreement by lapse of time or by any statement or representation other than by an authorized representative in an explicit written waiver. No waiver of a breach of this Agreement will constitute a waiver of any other breach of this Agreement.

12.7.  Choice of Law & Jurisdiction: This Agreement will be governed solely by the internal laws of the State of Tennessee, without reference to: (a) any conflicts of law principle that would apply the substantive laws of another jurisdiction to the parties’ rights or duties; (b) the 1980 United Nations Convention on Contracts for the International Sale of Goods; or (c) other international laws. The parties consent to the personal and exclusive jurisdiction of the federal and state courts of Nashville, Tennessee.

12.8.  Conflicts. In the event of any conflict between this Agreement and any Vendor policy posted online, including without limitation the AUP or Privacy Policy, the terms of this Agreement will govern.

12.9.  Construction. The parties agree that the terms of this Agreement result from negotiations between them. This Agreement will not be construed in favor of or against either party by reason of authorship.

12.10. Technology Export. Customer shall not: (a) permit any third party to access or use the System in violation of any U.S. law or regulation; or (b) export any software provided by Vendor or otherwise remove it from the United States except in compliance with all applicable U.S. laws and regulations. Without limiting the generality of the foregoing, Customer shall not permit any third party to access or use the System in, or export such software to, a country subject to a United States embargo (as of the Effective Date, Cuba, Iran, North Korea, Sudan, and Syria).

12.11. Entire Agreement. This Agreement sets forth the entire agreement of the parties and supersedes all prior or contemporaneous writings, negotiations, and discussions with respect to its subject matter. Neither party has relied upon any such prior or contemporaneous communications.

12.12. Amendment. Vendor may amend this Agreement from time to time by posting an amended version at its Website and sending Customer written notice thereof. Such amendment will be deemed accepted and become effective 30 days after such notice (the “Proposed Amendment Date”) unless Customer first gives Vendor written notice of rejection of the amendment. In the event of such rejection, this Agreement will continue under its original provisions, and the amendment will become effective at the start of Customer’s next Term following the Proposed Amendment Date (unless Customer first terminates this Agreement pursuant to Article 11, Term & Termination). Customer’s continued use of the System following the effective date of an amendment will confirm Customer’s consent thereto. This Agreement may not be amended in any other way except through a written agreement by authorized representatives of each party. Notwithstanding the foregoing provisions of this Section 12.12, Vendor may revise the Privacy Policy and Acceptable Use Policy at any time by posting a new version of either at the Website, and such new version will become effective on the date it is posted.

Appendix A: Functional Description of ResaleAI

The System is a suite of productivity, integration, and communication web-based software tools accessed through the System website. As a web-based system, any and all use of the System requires internet access. At this time tools included with the System are:

Day Book Function: The Day Book Function provides store staff with online checklists, online notes pad, daily performance goals, view of the staff schedule, and updates on recent activity in the Back Stock function. When integrated with Winmark Corp’s DRS point of sale, Day Book provides updates on buys from the Customer’s customers. When integrated with When I Work, Day Book provides a time clock and staff schedule view.

Call&Text T Function: Call&Text provides texting communication s with the Customer’s customers using a Call&Text phone number provided by the System. When integrated with DRS, Call&Text works in conjunction with the Buys Function within DRS.

Buys Function: The Buys Function provides a searchable view of information stored in DRS, and collected and enhanced in the System, about buys from the Customer’s customers.

Team List Function: Team List provides a directory of contact information and photos of the Customer’s customers.

Customers Function: The Customers Function provides a searchable view of information stored in DRS, and collected and enhanced in the System, about the Customer’s customers.

Back Stock Function: The Back Stock function tracks the Customer’s Bins of Back Stock, the Location of Bins, the Categories of merchandise contained in Bins, and the history of Bins.

As described above, some of the System’s functionality requires integration with other software.

For integration with Winmark Corporation’s DRS point-of-sale system, ResaleAI Sync ©, a small software utility, must be loaded and running on one of the DRS computers on the Customer’s LAN within the Customer’s store.

For integration with When I Work software, the Customer must have an active When I Work account. The System does not provide When I Work accounts.

For integration to Constant Contact software, the Customer must have an active Constant Contact account. The System does not provide Constant Contact accounts.

In order to continue to provide new and improved functionality, the ResaleAI.com website may include new tools available for the Customer’s use that are being Beta tested. Although the Customer may use these tools, the functionality of these tools is not guaranteed. Any Beta software tools are clearly marked with the word “Beta” on ResaleAI.com.

Date Posted: 08/29/2016

ResaleAI© ACCEPTABLE USE POLICY

A.  Unacceptable Use. Vendor requires that all customers and other users of Vendor’s web-based software (the “System”) conduct themselves with respect for others. In particular, observe the following rules in your use of the Service:

1)  Abusive Behavior: Do not harass, threaten, or defame any person or entity. Do not contact any person who has requested no further contact. Do not use ethnic or religious slurs against any person or group.

2)  Privacy: Do not violate the privacy rights of any person. Do not collect or disclose any personal address, social security number, or other personally identifiable information without each holder’s written permission. Do not cooperate in or facilitate identity theft.

3)  Intellectual Property: Do not infringe upon the copyrights, trademarks, trade secrets, or other intellectual property rights of any person or entity. Do not reproduce, publish, or disseminate software, audio recordings, video recordings, photographs, articles, or other works of authorship without the written permission of the copyright holder.

4)  Hacking, Viruses, & Network Attacks: Do not access any computer or communications system without authorization, including the computers used to provide the Service. Do not attempt to penetrate or disable any security system. Do not intentionally distribute a computer virus, launch a denial of service attack, or in any other way attempt to interfere with the functioning of any computer, communications system, or website. Do not attempt to access or otherwise interfere with the accounts of other users of the Service.

5)  Spam: Do not send bulk unsolicited e-mails (“Spam”) or sell or market any product or service advertised by or connected with Spam. Do not facilitate or cooperate in the dissemination of Spam in any way. Do not violate the CAN-Spam Act of 2003 or the Telephone Consumer Protection Act of 1991.

6)  Fraud: Do not issue fraudulent offers to sell or buy products, services, or investments. Do not mislead anyone about the details or nature of a commercial transaction. Do not commit fraud in any other way.

7)  Violations of Law: Do not violate any law.

B.  Consequences of Violation. Violation of this Acceptable Use Policy (this “AUP”) may lead to suspension or termination of the user’s account or legal action. In addition, the user may be required to pay for the costs of investigation and remedial action related to AUP violations. Vendor reserves the right to take any other remedial action it sees fit.

C.  Reporting Unacceptable Use. Vendor requests that anyone with information about a violation of this AUP report it via e-mail to the following address: questions@resale-ai.com. Please provide the date and time (with time zone) of the violation and any identifying information regarding the violator, including e-mail or IP (Internet Protocol) address if available, as well as details of the violation.

D.  Revision of AUP. Vendor may change this AUP at any time by posting a new version on this page and sending the user written notice thereof. The new version will become effective on the date of such notice.