TERMS & CONDITIONS

PLEASE READ THESE TERMS AND CONDITIONS (“TERMS”) CAREFULLY BEFORE USING THE SERVICES OFFERED BY SHRINKAGE. THESE TERMS GOVERN YOUR RIGHTS AND OBLIGATIONS FOR USING THE SHRINKAGE APP AND AFFILIATED WEBSITES OR WEBPAGES (“APP”). BY CLICKING ON THE "ACCEPT", “YES”, “JOIN”, OR OTHER SIMILAR BUTTON, YOU OR THE ENTITY THAT YOU REPRESENT ("CUSTOMER" OR “YOU”) ARE UNCONDITIONALLY CONSENTING TO BE BOUND BY AND ARE BECOMING A PARTY TO THIS THESE TERMS AND ANY SUBMISSION OR ORDER FORM COMPLETED USING THE APP (THE "AGREEMENT") WITH RESPECT TO THE SERVICES BEING PROVIDED BY SHRINKAGE.

IN THE EVENT THAT YOU HAVE ENTERED INTO A SEPARATE SIGNED WRITTEN AGREEMENT WITH SHRINKAGE WITH RESPECT TO THE SERVICES OR THE APP, THE TERMS OF THAT SIGNED WRITTEN AGREEMENT WILL GOVERN. PROVISION OF THE SERVICES/APP IS CONDITIONED ON, AND CUSTOMER’S INSTALLATION OR USE OF THE SERVICES/APP SHALL CONSTITUTE, CUSTOMER’S ASSENT TO THE TERMS OR OF SUCH EXISTING SEPARATE WRITTEN AGREEMENT TO THE EXCLUSION OF ALL OTHER TERMS. IF YOU DO NOT UNCONDITIONALLY AGREE TO ALL OF THE TERMS SET FORTH HEREIN, YOU MUST OPT-OUT OR UNINSTALL THE APP AND DISCONTINUE USE IMMEDIATELY. SHRINKAGE DOES NOT GRANT ANY RIGHT TO USE THE SERVICES OR THE APP UNLESS THESE TERMS ARE AGREED TO BY YOU. IF YOU ARE ENTERING INTO THESE TERMS ON BEHALF OF AN ENTITY, YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THESE TERMS, IN WHICH CASE THE TERM "YOU" OR "CUSTOMER" SHALL REFER TO SUCH ENTITY.

THE APP MAY CONTAIN LINKS TO OTHER SITES, WHICH ARE NOT OPERATED BY SHRINKAGE, SHRINKAGE HAS NO CONTROL OVER THIRD-PARTY SITES AND ACCEPTS NO RESPONSIBILITY FOR THEM OR FOR ANY LOSS OR DAMAGE THAT MAY ARISE FROM YOUR USE OF THEM. YOUR USE OF ANY THIRD-PARTY SITES WILL BE SUBJECT TO THE TERMS OF USE AND SERVICE CONTAINED WITHIN EACH RESPECTIVE SITE.


SERVICES AND SUPPORT
  1. Shrinkage will provide Customer with access to the Services and App during the applicable Service Term (as defined herein) (the “Services”). Shrinkage may provide upgrades, patches, enhancements, modifications or fixes for the Services to its customers generally without prior notice to Customer (“Updates”), and such Updates will become part of the Services and subject to these Terms; provided that Shrinkage shall have no obligation under these Terms or otherwise to provide any such Updates. Customer understands that Shrinkage may cease supporting old versions or releases of the Services at any time in its sole discretion.
  2. Shrinkage will undertake commercially reasonable efforts to make the Services available twenty-four (24) hours a day, seven (7) days a week. Notwithstanding the foregoing, Shrinkage reserves the right to suspend Customer’s access to the Services: (i) for scheduled or emergency maintenance, or (ii) in the event Customer is in breach of these Terms.
  3. Shrinkage reserves the right, in its sole discretion, to modify these Terms at any time. Shrinkage may, at its discretion notify Customer of any modifications by posting notice on the App or sending out notification to Customer emails. Customer shall be responsible for reviewing and becoming familiar with any such modifications. Customer’s continued use of the Services following such modifications constitutes Customer’s acceptance of the terms and conditions of these Terms as modified.
  4. The Services and App may be used in industries that sell or promote alcoholic beverages; however, Shrinkage does not endorse the consumption of alcohol, nor does Shrinkage endorse any alcoholic beverage manufacturer, distributer, or wholesaler unless specifically provided elsewhere. Customers should only use the Services and App in business/commercial settings for point of sale and inventory purposes and should not be used by consumers to measure their consumption of alcohol. Shrinkage does not promote the use of alcohol in any context and shall not be responsible for any incident arising out of a Customer’s or consumer’s use or consumption of alcoholic beverages.

RESTRICTIONS AND RESPONSIBILITIES
  1. Access to the Services may require the Customer to install certain software or mobile device applications. Customer will not, and will not permit any third party to: reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas or algorithms of the Services or any software, documentation or data related to the Services (“Software”) (provided that reverse engineering is prohibited only to the extent such prohibition is not contrary to applicable law); modify, translate, or create derivative works based on the Services or Software; use the Services or Software for timesharing or service bureau purposes or for any purpose other than its own use for its own internal business practices; or use the Services or Software other than in accordance with these Terms and in compliance with all applicable laws and regulations and third party rights (including but not limited to any privacy, intellectual property, consumer and child protection, alcohol consumption, obscenity or defamation laws).
  2. Customer will cooperate with Shrinkage in connection with the performance of these Terms by making available such personnel and information as may be reasonably required, and taking such other actions as Shrinkage may reasonably request. Customer will also cooperate with Shrinkage in establishing a password or other procedures for verifying that only designated employees of Customer have access to any administrative functions of the Services.
  3. Customer will designate an employee who will be responsible for all matters relating to these Terms (“Primary Contact”). Customer may change the individual designated as Primary Contact at any time by providing written notice to Shrinkage.
  4. Customer grants Shrinkage the right to use any data input by Customer into the App for purposes of Shrinkage case studies, trade shows, or other forms reasonably requested by Shrinkage, and Shrinkage is permitted to disclose, including, without limitation, through display of Customer’s logo, that Customer is one of its customers to any third-party at its sole discretion (including without limitation in its publicity and marketing materials). Customer acknowledges and agrees that Shrinkage has a substantial and competitive interest in using Customer input data to produce metrics and analytics for updating and improving the Services and as such Customer hereby consents to Shrinkage’s use of all data input entered into the App by Customer, excepting any personally identifiable information, for such research and marketing purposes.
  5. Customer hereby agrees to indemnify and hold harmless Shrinkage against any damages, losses, liabilities, settlements and expenses (including without limitation costs and attorneys’ fees) in connection with any claim or action that arises from an alleged violation of the foregoing or otherwise from Customer’s use of Services. Although Shrinkage has no obligation to monitor the content provided by Customer or Customer’s use of the Services, Shrinkage may do so and may remove any such content or prohibit any use of the Services it believes may be (or alleged to be) in violation of these Terms or in violation of any third-party right.
  6. Customer will be responsible for maintaining the security of Customer accounts, passwords (including but not limited to administrative and user passwords) and files, and for all uses of Customer account with or without Customer’s knowledge or consent.
  7. In order to access and use the Shrinkage Platform or register a Shrinkage Account you must be an individual at least 18 years old or a duly organized, validly existing business, organization or other legal entity in good standing under the laws of the country you are established and able to enter into legally binding contracts. Customer hereby represents and warrants that, if a natural person, he or she is of the age of eighteen years or older as of the date You are entering into these Terms. Shrinkage does not permit the use of Services or the App too anyone under the age of eighteen years.
  8. For more information on how Shrinkage collects and stores Customer data and information, please see our Privacy Policy.

INVENTORY ORDERS

The Services allow Customer to place orders in the App. Customer acknowledges and agrees that such orders are placed using third-party entities and not Shrinkage. Shrinkage will not be responsible for inaccuracies, lost orders, faulty products, damaged orders, or any other consequential damages incurred by Customer during the ordering process. It is Customer’s duty to adequately read and understand all third-party entities’ terms and conditions before placing an order. Customer further acknowledges that Shrinkage uses third party payment processors which are responsible for securely processing your payment and Shrinkage is not liable for security breaches of these third-party processors.


INTELLECTUAL PROPERTY RIGHTS

Except as expressly set forth herein, Shrinkage alone (and its licensors, where applicable) will retain all intellectual property rights relating to the Service, App, and Software or any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by Customer or any third party relating to the Service and/or the Software, which are hereby assigned to Shrinkage. Customer represents and warrants that Customer has the full right to allow it to provide Shrinkage with the rights, data, materials, and information provided for herein. Customer will not copy, distribute, reproduce or use any of the foregoing except as expressly permitted under these Terms. Customer is hereby granted a non-exclusive, nontransferable, revocable right to use the data resulting from its use of the Services for its internal analysis purposes only. These Terms are not a sale and does not convey to Customer any rights of ownership in or related to the Service or Software, or any intellectual property rights. Except where expressly stated to the contrary all persons (including their names, likeness, and images), third-party trademarks and content, services and/or locations featured on this Site are in no way associated, linked or affiliated with Shrinkage and you should not rely on the existence of such a connection or affiliation. Any trademarks/names featured on this Site are owned by the respective trademark owners. Where a trade mark or brand name is referred to it is used solely to describe or identify the products and services and is in no way an assertion that such products or services are endorsed by or connected to Shrinkage.


TERM

The term of Customer’s subscription shall commence upon Customer’s acceptance of these Terms upon first access to or use of the App, and shall continue on a monthly basis unless otherwise uninstalled or terminated by Customer at any time (the “Service Term”).


TERMINATION
  1. Customer or Shrinkage may terminate these Terms at any time. Upon expiration or termination of these Terms, Customer’s right to use the Services will immediately cease, provided that with respect to data downloaded from the Services in accordance with its functionality and the terms of these Terms prior to termination, Customer may continue to use such data for its own internal business purposes, and for no other purpose. Customer may start a new Term with Shrinkage at any time after termination subject to accepting these Terms.
  2. All sections of these Terms which by their nature should survive termination will survive termination, including, without limitation, restrictions, accrued rights to payment, intellectual property rights, warranty disclaimers, and limitations of liability.

WARRANTY DISCLAIMER

THE SERVICES AND ANY INFORMATION, DATA OR OTHER CONTENT OR MATERIALS PROVIDED BY SHRINKAGE IN CONNECTION WITH THESE TERMS ARE PROVIDED "AS-IS," WITHOUT ANY WARRANTIES OF ANY KIND. SHRINKAGE (AND ITS AGENTS, AFFILIATES, LICENSORS AND SUPPLIERS) HEREBY DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NONINFRINGEMENT.


THIRD-PARTY SITES

The Site includes links to other sites which are not maintained by Shrinkage. We are not responsible for the content of those sites and makes no representations whatsoever concerning the content or accuracy of, opinions expressed in or other links provided by, such other sites. The inclusion of any link to such sites does not imply endorsement by Shrinkage of the sites or any products or services referred to therein. Shrinkage may terminate a link at any time. The terms of use and privacy policies applicable to such sites may be different from those applicable to the Site. You understand that by using the site you may be exposed to content provided by third party providers that is offensive, indecent and/or objectionable. If you decide to access any third-party site linked to the Site, you do so entirely at your own risk and Shrinkage shall have no liability for any loss or damage arising from your use of any such site.


LIMITATION OF LIABILITY

TO THE EXTENT ALLOWED UNDER APPLICABLE LAWS, IN NO EVENT WILL SHRINKAGE (OR ANY OF ITS AGENTS, AFFILIATES, LICENSORS OR SUPPLIERS) BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OF THE SERVICES OR ANYTHING PROVIDED IN CONNECTION WITH THESE TERMS, THE DELAY OR INABILITY TO USE THE SERVICES OR ANYTHING PROVIDED IN CONNECTION WITH THESE TERMS OR OTHERWISE ARISING FROM THESE TERMS, INCLUDING WITHOUT LIMITATION, LOSS OF REVENUE OR ANTICIPATED PROFITS OR LOST BUSINESS OR LOST SALES, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, EVEN IF SHRINKAGE HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. THE TOTAL LIABILITY OF SHRINKAGE, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE OR STRICT LIABILITY), OR OTHERWISE, WILL NOT EXCEED ONE THOUSAND DOLLARS.


U.S. GOVERNMENT MATTERS

Notwithstanding anything else, Customer may not provide to any person or export or re-export or allow the export or re-export of the Services or any software or anything related thereto or any direct product thereof (collectively “Controlled Subject Matter”), in violation of any restrictions, laws or regulations of the United States Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, or any other United States or foreign agency or authority. Without limiting the foregoing Customer acknowledges and agrees that the Controlled Subject Matter will not be used or transferred or otherwise exported or re-exported to countries as to which the United States maintains an embargo (collectively, “Embargoed Countries”), or to or by a national or resident thereof, or any person or entity on the U.S. Department of Treasury’s List of Specially Designated Nationals or the U.S. Department of Commerce’s Table of Denial Orders (collectively, “Designated Nationals”). The lists of Embargoed Countries and Designated Nationals are subject to change without notice. Use of the Service is representation and warranty that the user is not located in, under the control of, or a national or resident of an Embargoed Country or Designated National. The Controlled Subject Matter may use or include encryption technology that is subject to licensing requirements under the U.S. Export Administration Regulations. As defined in FAR section 2.101, any software and documentation provided by Shrinkage are “commercial items” and according to DFAR section 252.227 7014(a)(1) and (5) are deemed to be “commercial computer software” and “commercial computer software documentation.” Consistent with DFAR section 227.7202 and FAR section 12.212, any use modification, reproduction, release, performance, display, or disclosure of such commercial software or commercial software documentation by the U.S. Government will be governed solely by the terms of this Service Agreement and will be prohibited except to the extent expressly permitted by the terms of these Terms. Customer further represents and warrants that You have not been designated by the U.S. Government as a "terrorist supporting" country, and You are not listed on any U.S. Government list of prohibited or restricted parties.


MISCELLANEOUS

Shrinkage reserves the right to modify these Terms at any time without prior notice to Customer. If any provision of these Terms is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that these Terms will otherwise remain in full force and effect and enforceable. These Terms is not assignable, transferable or sublicensable by Customer except with Shrinkage’s prior written consent. Shrinkage may transfer and assign any of its rights and obligations under these Terms with written notice to Customer. Both parties agree that these Terms is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of these Terms, and that all waivers and modifications must be in a writing signed by both parties, except as otherwise provided herein. No agency, partnership, joint venture, or employment is created as a result of these Terms and Customer does not have any authority of any kind to bind Shrinkage in any respect whatsoever. Shrinkage will not be liable for any loss resulting from a cause over which it does not have direct control. Shrinkage is not associated with any brand of alcohol, food, or other product and uses any trademarks only in a descriptive manner.

THESE TERMS AND CONDITIONS ARE MADE UNDER AND WILL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF WISCONSIN, WITHOUT GIVING EFFECT TO PRINCIPLES OF CONFLICTS OF LAW. In any action arising between or among any of the parties whether arising out of this Terms of service or otherwise, each of the parties irrevocably and unconditionally WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THESE TERMS OR ANY TRANSACTIONS CONTEMPLATED HEREBY. Any dispute arising out of these Terms or Customer’s use of the App or Services shall be resolved through binding Arbitration in the State of Wisconsin, U.S.A. By Agreeing to these Terms You agree that, to the fullest extent permitted by law, You waive the right to participate as a plaintiff or class member in any purported class action lawsuit, class-wide arbitration, private attorney general action, or any other representative proceeding as to all disputes.

If you have questions about any of these terms, please contact us at: support@shrinkageinc.com. We operate a complaints handling procedure which we will use to try to resolve disputes when they first arise, please let us know if you have any complaints or comments by contacting us at support@shrinkageinc.com.

Last updated: July 9, 2019.