Terms of Service
These Terms of Service (the Terms) are the agreement on which Observa Systems, LLC, a limited liability company organised under the laws of the State of Delaware, United States (we, us, Observa), provides the SKUmio service at skumio.com to you (you, the Customer).
By creating an account, by adding a shop to be monitored, or by paying us, you accept these Terms. If you do not accept them, do not use the service. If you accept them on behalf of a company, you confirm that you are authorised to bind that company, and you in these Terms means that company.
Contents
- Definitions
- What the service is
- Business customers only
- Estimates, and what they are not
- Your account
- The free identification scan
- Adding a shop, and its price
- How we collect the data
- Payment
- Low balance, grace and suspension
- Exclusivity
- Vouchers and credits
- Shared collection and your history
- Acceptable use
- Your responsibility for the shops you choose
- Intellectual property and what you may do with the output
- Confidentiality
- Personal data
- Availability, support and changes
- Term, suspension and termination
- Warranties and disclaimer
- Limitation of liability
- Indemnity
- Force majeure
- Sanctions and export control
- Notices
- Changes to these Terms
- Governing law and jurisdiction
- General
- Contact
1. Definitions
- Service
- The SKUmio application at skumio.com, its API, its email notifications and its exports.
- Shop
- A third-party e-commerce website, identified by its domain, that you ask us to observe.
- Run
- One complete pass in which we read a Shop's published product listings and record what we found. A Run either completes and is stored whole, or it fails and nothing of it is stored.
- Subscription
- Your instruction to keep monitoring a particular Shop at a particular frequency, which continues until you end it.
- Balance
- The prepaid amount, in US dollars, held on your account and drawn down as work is delivered.
- Readings
- The stock quantities, availability states, prices and related facts we record about a Shop, and the estimates we derive from them.
- Identification scan
- The free, one-off check of whether we can read a given Shop at all, and at what cost.
2. What the service is
SKUmio observes publicly available product listings on e-commerce websites you choose, records how their published stock numbers and prices change over time, and derives from those changes an estimate of how much those shops sell.
Depending on the Shop and on what it publishes, the Service may also present:
- per-product and per-variant stock, price history and availability;
- estimated units sold and estimated revenue, per product, per category and per period;
- stock held at individual branches or collection points, where a Shop publishes it;
- the Shop's search visibility, keywords and link profile;
- advertising the Shop is running, where the advertising platform publishes it;
- the Shop's social media profiles and posts, and public reviews of the Shop and its products;
- the technologies the Shop's website uses, and the hostnames it exposes;
- public company information about the operator of the Shop, such as its registered details and filed financial results;
- the marketing email the Shop sends to its subscribers;
- reports, charts, CSV and PDF exports, and email notifications about all of the above.
Which of these are available for a given Shop depends entirely on what that Shop and third parties publish. We do not promise any particular one of them for any particular Shop, and a feature that worked yesterday may stop working when the Shop changes its website.
3. Business customers only
The Service is offered exclusively to businesses. By entering into these Terms you represent that you are acting for purposes relating to your trade, business, craft or profession, and not as a consumer.
Consequently, consumer protection rules, including any statutory right of withdrawal, do not apply to this agreement. If you are a consumer, you may not use the Service, and you should not create an account.
4. Estimates, and what they are not
The sales and revenue figures in SKUmio are estimates, not accounting. They are inferred from stock movements observed from outside a shop. A published stock number can fall because of a sale, but also because of a return, a correction, a transfer between warehouses, a reservation, an order placed and later cancelled, or the shop editing its own data. It can also be unavailable for hours, or published as a threshold rather than a quantity.
We show our figures with the confidence we have in them and we mark the readings we distrust, but we do not warrant that any figure matches a shop's real sales, revenue or stock, and you must not present them as if it did. Decisions you take on the basis of these estimates are yours.
The same applies to everything the Service reports from third-party sources: search visibility, advertising, reviews, social media, technology detection and company data are reproduced or derived from what those sources publish, and we do not verify their truth.
5. Your account
- You need an account. The details you give us must be accurate and kept up to date, including your billing details.
- Sign-in is handled by an identity provider (email and password, or a supported provider such as Google). We never receive your password.
- The account belongs to you or to your organisation. You are responsible for everything done under it, including by your staff.
- Keep your credentials confidential and tell us at once at [email protected] if you believe they have been compromised.
- One account is for one organisation. Do not share a single set of credentials between people who each need their own access, and do not let anyone outside your organisation use your account.
- You must be legally able to enter into this agreement, and not barred from using the Service under any applicable law or sanctions regime.
- We may keep one account per organisation only, and may refuse or close duplicate accounts created to obtain a benefit more than once.
6. The free identification scan
Before you pay for anything, you can ask us to scan a Shop. The scan tells you whether we can read that Shop's stock at all, what platform it runs on, roughly how large its catalogue is, and what monitoring it would cost. This scan is the free part of SKUmio.
- Scan results are cached per domain for up to 30 days, so a repeated scan of the same domain may return the earlier answer.
- The number of scans per account and per IP address per day is limited, because each scan calls paid third-party services. We may change those limits without notice.
- Where the automatic scan cannot decide, you can ask for a person to look at the Shop. We answer by email with a decision and a reason. We do not promise a turnaround time.
- Scanning is offered so that you can evaluate the Service. Using it systematically as a free source of data about many domains, rather than to decide what to monitor, is a breach of section 14.
There is no free trial of monitoring. No Shop is monitored free of charge, for any period. Monitoring is charged from the first successful Run.
7. Adding a shop, and its price
- You choose which Shops to monitor and how often they are checked. The daily price of a Subscription is calculated from the size of the Shop's catalogue, the method by which that Shop has to be read, and the frequency you choose. Reading a shop that resists automated access costs a multiple of reading one that publishes its catalogue openly.
- The price is shown to you before you commit to it. Where the price of an existing Subscription changes, because the catalogue has grown or because the Shop now has to be read a more expensive way, we show the new price in the panel and continue at the new price unless you end or change the Subscription.
- A frequency is only offered where a full Run of that Shop fits inside the interval at a rate of requests we consider safe. We do not sample part of a catalogue in order to sell a frequency we cannot deliver.
- We may decline to monitor a Shop, or stop monitoring one, where we cannot read it reliably, where reading it would in our judgement be unlawful or unsafe, or where the Shop's operator asks us to stop. Where we stop for such a reason, charging stops with it.
- You can pause a Subscription. A paused Subscription is not billed and collects nothing, and the period it is paused for is a permanent gap in your history. Pausing is not ending: your Subscription continues to exist until you end it.
8. How we collect the data
We read what a Shop publishes to the public: its pages, its sitemaps, and the interfaces its own website uses to display products to visitors. We do so at a request rate intended not to burden the Shop, and we identify our traffic honestly when asked.
- We do not create accounts on a Shop in order to read data that only its customers can see, and we do not read anything behind a login you have not lawfully given us.
- We do not attempt to break, bypass or defeat a security measure, and we do not complete purchases.
- We do not collect the personal data of a Shop's customers, and we do not want it. Where publicly published content we collect happens to contain personal data, such as the name printed under a product review, it is handled as described in the Privacy Policy.
- Where reading a Shop requires placing an item in a basket in order to learn the quantity available, that basket is abandoned and no order is ever placed.
9. Payment
9.1 Prepaid balance
- You pay in advance into a Balance, in US dollars. There is no subscription fee and no minimum term. The minimum top-up is 20 USD; the self-service maximum is 10,000 USD, and larger amounts are arranged with us directly.
- Your Balance does not expire for as long as your account is open.
- Your Balance is not refundable. It is a prepayment for work you instruct us to do, and it can be spent on any Shop at any time, but it is not converted back into money. This includes any Balance left when you close your account.
- A Balance is forfeited if we close or block your account under section 20.3, for breach of these Terms, for use that harms the Service, or for the other reasons listed there. The single exception to this section is section 20.5: if we withdraw the Service as a whole, we refund the unused part.
- Payments are processed by Stripe. Card details are entered on Stripe's form and never reach our servers.
9.2 What you are charged for
- Only successful Runs are charged. A Run that fails costs you nothing.
- Each charge is written against the Run that caused it, in the same transaction that stores the Run, and is visible with a link to that Run on the billing screen. A Run cannot exist unpaid, and a charge cannot exist without its Run.
- The daily price is the unit of the agreement. The charge for a single Run is the daily price divided by the number of Runs that Shop actually performs in the day, and the total charged in a day never exceeds the daily price, whatever the number of Runs.
- If a Shop fails twice in a row, charging for it stops and we email you. It resumes only when collection works again. You are not charged while we repair a Shop that we cannot read.
- You should check your usage on the billing screen. Query any charge within 60 days of it appearing there; after that it is treated as accepted, except where the law says otherwise.
9.3 Automatic top-up
- You can set a threshold and an amount: when your Balance falls below the threshold, we charge your saved card.
- The amount must exceed the threshold, so that a top-up does not leave you immediately below your own threshold again.
- Enabling it requires at least one earlier manual top-up, because a card can only be charged in your absence after you have authenticated once in person.
- We email you after each automatic charge, and after each failed one. A failed charge is retried after six hours, and then the position in section 10 applies.
- You can switch automatic top-up off at any time, and removing your saved card switches it off.
9.4 Taxes and invoices
- All prices are exclusive of tax. You are responsible for any tax due on your side.
- We invoice from the United States. Where you are a business established in the European Union, the supply is generally subject to the reverse charge and you must give us a valid VAT identification number; you remain responsible for accounting for the tax in your own country.
- Where we are required to collect a tax, we add it to the amount charged.
- Invoices are issued for each payment and are available in the panel.
- If you initiate a chargeback for a payment that is not disputed in good faith, we may suspend the account and recover the amount and any fee.
9.5 Price changes
We may change our rates. A change to the rate for a Shop you already monitor is shown in the panel before it takes effect and applies from that point forward; it never changes what has already been charged. If you do not accept a new price, end the Subscription.
10. Low balance, grace and suspension
- If you have no automatic top-up, we warn you by email when less than five days of funds remain, at most once a week.
- When the Balance reaches zero it is allowed to go negative and collection continues. The negative amount is a debt, shown in the panel and in your usage records, and any later top-up first clears it.
- That grace lasts three days from the first cent of debt. After three days, collection stops for every Shop on the account.
- Data for a period in which collection was stopped is never collected, and cannot be recovered afterwards. It is a permanent gap in your history. Topping up restarts collection from that moment; it does not fill the gap.
- Grace is not credit. It is a deferral of a bill for work already done, and it does not let you start monitoring a Shop with no funds.
- A debt remains payable. We may set it off against any later top-up and may suspend the account until it is cleared.
11. Exclusivity
- For 99 USD per month, taken from your Balance, you can hold exclusivity on a Shop's domain: for as long as it lasts, no other SKUmio customer can monitor that domain or see reports about it.
- Exclusivity is offered only where you would be the sole observer of that domain. Where somebody else already monitors it, the option does not appear, because we will not sell it by removing another customer.
- The month is a calendar month anchored to the day of purchase: a purchase on the 31st renews on the last day of a shorter month and then on the 31st again.
- If your Balance cannot cover the fee at the moment you ask, the request is recorded, costs nothing and blocks nobody, and takes effect by itself once you top up. If somebody else starts monitoring that domain in the meantime, the request is cancelled, because that domain can no longer be sold exclusively to anyone.
- An unpaid renewal has the same three days of grace as the rest of your bill, because releasing a domain cannot be undone.
- Cancelling stops the renewal, not the month. A month you have paid for runs to its date and the domain stays closed to others until then. That month is not refunded, and you can restore the renewal before the date at no extra charge.
- Exclusivity is an arrangement between you and us about our own service. It gives you no right over the Shop, its domain or its data, and it does not stop anyone outside SKUmio doing anything.
12. Vouchers and credits
- A voucher code credits your Balance with the amount it carries. It is not money, has no cash value and is not refundable or exchangeable.
- A code may be limited in the number of times it can be used in total, may expire, and can be redeemed only once per account.
- We may refuse or reverse a redemption where a code was obtained or used in a way it was not meant for, including where it was published without our agreement.
- An operator may also credit or debit an account manually, for example to correct an error or to make a goodwill adjustment. Every such movement is recorded and visible to you.
13. Shared collection and your history
A Shop is read once for everybody who watches it. You are not buying an exclusive crawl and you are not buying the underlying data, which stays ours. You are buying access to what we collect, for the periods your Subscription covers.
- A new Subscription does not come with the Shop's earlier history, even where that history exists because somebody else was already watching.
- A break in payment leaves a gap you cannot fill later, whether or not collection continued for someone else.
- When a Subscription ends, your access to that Shop's data ends with it.
- Export what you need while your Subscription is running. We do not undertake to reproduce it afterwards.
14. Acceptable use
You must not:
- resell, sublicense, rent or redistribute the Service, or offer its output to third parties as a product or service of your own;
- copy, decompile, reverse-engineer or otherwise attempt to derive the software, engines or methods behind the Service;
- extract data from the panel by automated means beyond the exports and interfaces we provide, or in volumes inconsistent with your own internal use;
- circumvent, or attempt to circumvent, a limit, a quota, a charge or an access control, including by creating additional accounts;
- use the Service to break the law, to infringe anybody's rights, or to attack, overload or disrupt any website or system;
- use the Service, or ask us to monitor a Shop, in furtherance of an agreement or concerted practice that restricts competition, including price fixing or market sharing;
- use the Service to harass, intimidate or target an individual;
- misrepresent the origin of our figures, or present our estimates as a shop's actual reported results;
- upload or transmit malicious code, or probe the Service for vulnerabilities without our written permission;
- place a disproportionate load on the Service or interfere with its operation. This includes automated or scripted use of the panel or its endpoints, request volumes, parallel sessions, repeated scans, exports or report generation out of proportion to your own analysis, and anything that degrades the Service for other customers or drives our collection costs beyond what your Subscriptions pay for;
- publish, post or otherwise make our Readings, estimates, reports or screens available outside your organisation, including on a website, a blog, an application, a dashboard, a data feed, an API, a marketplace, a social media account, a press release or a published study, whether free or paid, and whether or not you name us as the source. What you may do with the output is set out in section 16;
- give access to your account, your credentials or your session to anyone outside your organisation;
- register a new account, or use somebody else's, in order to continue using the Service after we have suspended or closed an account of yours.
Sections 14 and 16 are material terms. A breach of either, and any use that harms the Service, its infrastructure, our suppliers, a monitored Shop or another customer, entitles us to act under section 20.3, including immediately and without notice where the harm is serious or ongoing.
If you believe you have found a security vulnerability, tell us at [email protected] before doing anything else with it. We will not pursue anybody who reports one in good faith and does not exploit it.
15. Your responsibility for the shops you choose
You decide which Shops we observe. You confirm that you have a legitimate business reason to observe each of them, and that doing so is lawful where you are established. Competitive monitoring of public listings is ordinary commercial practice in most jurisdictions, but the law is not identical everywhere, and it is your obligation to know your own.
If a Shop's operator objects to being monitored, or asserts a right against us in connection with a Shop you nominated, we may stop monitoring that Shop and remove its data. We will tell you when we do, and we stop charging for it, but we are not obliged to defend your interest in monitoring a particular website.
16. Intellectual property and what you may do with the output
The Service, its software, its collection engines, its interfaces, its design and everything we compile from our own collection remain our property. Nothing in these Terms transfers any of it to you.
What you may do with the Readings and reports you receive: use them within your own organisation, including in internal reports, analyses and presentations, for as long as your Subscription covers the periods concerned. You may show extracts to your professional advisers.
What you may not do: publish them, sell them, pass them to third parties, or use them to build or train a competing product or dataset. Publishing an extract in marketing or press material needs our written permission and an attribution to SKUmio.
Where our Readings, estimates, reports or screens appear outside your organisation and can be traced to your account, we treat that as your breach of this section, whether you published them yourself or allowed somebody else to. We may act under section 20.3 and require you to remove the material.
Third-party content shown in the Service, such as product images, review text, advertising creatives or social media posts, belongs to whoever owns it. It is shown to you for the purpose of analysing the Shop, and any further use of it is your responsibility.
If you send us feedback, ideas or suggestions, we may use them without obligation to you, and they do not become confidential merely because you sent them.
We will not name you publicly as a customer without your written agreement.
17. Confidentiality
Each of us may learn things about the other that are not public: on your side, our prices for a particular Shop, our methods and anything marked confidential; on ours, the identity of the Shops you monitor and what you look at, which we treat as confidential and do not disclose to other customers. Each party will keep the other's confidential information to itself, use it only for this agreement, and may disclose it only where the law or a court requires, and then only to the extent required.
This does not apply to information that is public without a breach, that a party already had, or that a party develops independently. Aggregate, anonymous statistics about the Service that identify no customer are ours to use.
18. Personal data
How we handle personal data about you is described in the Privacy Policy, which forms part of these Terms. In respect of your account data we act as controller, not as your processor: you do not entrust us with your own customers' personal data, and you must not send us any.
Where the Service reproduces personal data published by third parties, such as the name printed under a public review or the officers of a company as filed in a public register, you must use it only for the analysis the Service is for, and in accordance with data protection law where you are established.
19. Availability, support and changes
- We work to keep the Service running, but we offer no service level agreement and no uptime guarantee.
- The Service may be unavailable for maintenance, for reasons outside our control, or because a website we monitor has changed in a way we have not caught up with yet.
- We may change, add or withdraw features. Where a change materially reduces what you already pay for, we will say so in the Service before it takes effect.
- Features marked as new, beta or experimental are provided for evaluation, may be wrong, and may be withdrawn without notice.
- Support is by email at [email protected]. We answer in the ordinary course of business and do not promise a response time.
- We send you operational email about your account: collection failures, low balance, payments, and reports you have asked for. You can turn most of it off per Shop in your settings, but messages about payment, suspension and account security are sent regardless, because they are part of the service and not marketing.
20. Term, suspension and termination
20.1 Term
This agreement runs from the creation of your account until it is closed. There is no minimum term.
20.2 Closing your account yourself
You may close your account at any time, in the panel. Closing ends every Subscription immediately, stops all collection on your behalf, and deletes your personal data as described on the data deletion page. It cannot be undone, and any remaining Balance is forfeited under section 9.1.
20.3 Suspension, restriction and closure by us
We may suspend your access, restrict what your account can do, cancel or pause its Subscriptions, delete the account, or block you and your organisation from the Service altogether. We may do any of this in respect of a single Shop, a single feature or the whole account, and we may do it where:
- you breach these Terms, and in particular section 5, section 14 or section 16;
- your use loads, degrades, destabilises or attacks the Service, its infrastructure or our suppliers, or is automated, scripted or otherwise disproportionate within the meaning of section 14, whether or not you intended the effect;
- you attempt to circumvent a limit, a quota, a charge, an access control or a suspension, including through additional or duplicate accounts;
- our Readings, estimates, reports or screens are published or passed outside your organisation, on another website or in any other form, contrary to section 16;
- your payments fail, a chargeback is raised other than in good faith, or your account is in debt beyond the grace period in section 10;
- the details on your account are false, or your account is used by somebody who is not entitled to;
- your use exposes us, a monitored Shop, another customer or a third party to legal claims, or is unlawful;
- we are required to act by law, by a court, by a payment provider or by a supplier, or by section 25.
We give notice where that is practical, and we act first and explain afterwards where the harm is serious, ongoing, technical or legally urgent. Where a breach can be put right and the harm is not serious, we will normally ask you to put it right within a stated period before closing the account. Suspension does not extend any period, and it does not entitle you to a credit for the time you cannot use the Service.
20.4 What happens to your Balance and your data
- Where we close or block an account under section 20.3, any remaining Balance is forfeited. The Balance is a prepayment for work you instruct us to do and is not refundable in any case under section 9.1; closure for the reasons in section 20.3 ends the right to instruct that work, and no part of it is paid back or transferred to another account.
- Amounts you owe us remain payable. We may set them off against the Balance, against any later payment, and against any amount otherwise due to you, and we may recover the cost of a chargeback.
- Forfeiture does not limit our other remedies. We may still claim damages for the harm caused, including infrastructure, proxy and third-party costs your use ran up, and section 23 applies.
- Access to the panel, to your history and to every export ends when the account is closed, and the data is deleted as described on the data deletion page. Export what you need while your account is open.
- We are not obliged to accept you, your organisation or a person acting for it as a customer again, and we may refuse or close a later account opened after a closure under section 20.3.
20.5 If we withdraw the Service
We may withdraw the Service as a whole with at least 30 days' notice. In that case only, we refund the unused part of your Balance. This does not apply where your account was closed under section 20.3.
20.6 Survival
On termination, your access ends and your Subscriptions end. Sections 4, 9.1, 9.2, 13, 14, 16, 17, 18, 20.4, 21, 22, 23, 28 and 29 survive.
21. Warranties and disclaimer
The Service is provided as is and as available. To the fullest extent permitted by law, we disclaim all warranties, express or implied, including implied warranties of merchantability, fitness for a particular purpose, title and non-infringement.
In particular, we do not warrant that the Readings or the estimates are accurate, complete, current or fit for any decision you take; that any Shop can be read, or can continue to be read; that collection will be uninterrupted or error free; or that any third-party source will remain available.
22. Limitation of liability
To the fullest extent permitted by law, neither party is liable for indirect, incidental, special, consequential or punitive damages, or for lost profit, lost revenue, lost savings, lost business opportunity, loss of goodwill or loss of data, however caused, even if advised of the possibility.
Our total aggregate liability arising out of or in connection with this agreement is limited to the amounts you actually paid us in the twelve months before the event giving rise to the claim.
We are specifically not liable for business decisions taken on the basis of our estimates, for the acts or content of any Shop or third-party source, or for a Shop becoming unreadable.
Nothing in these Terms excludes or limits liability that cannot lawfully be excluded or limited, including liability for fraud or for death or personal injury caused by negligence. Your obligation to pay amounts due is not limited by this section.
23. Indemnity
You will indemnify and hold us harmless against claims, damages, liabilities, fines and reasonable legal costs arising from your breach of these Terms, from your use of the Readings, or from a third party's claim in connection with a Shop you asked us to monitor, except to the extent the claim is caused by our own breach or unlawful act.
24. Force majeure
Neither party is liable for a failure to perform caused by events beyond its reasonable control, including acts of government, war, civil unrest, epidemic, natural disaster, failure of the public internet, of a hosting, payment, proxy or other supplier, or a large-scale cyber attack. Your payment obligations for work already delivered are not suspended by this section.
25. Sanctions and export control
You confirm that you are not subject to sanctions administered by the United States, the European Union or the United Kingdom, are not located in a country or territory subject to comprehensive sanctions, and will not make the Service available to anyone who is. We may suspend or close an account to comply with those rules.
26. Notices
We give notice to the email address on your account, or by a notice shown in the panel. You give notice to [email protected], from the address your account is registered with. Notice by email is effective when sent, unless it bounces. Keeping your address current and able to receive our mail is your responsibility.
27. Changes to these Terms
We may change these Terms. We will announce a material change in the Service, or by email, before it takes effect, and the version and date at the top of this page show which text you are reading. Continuing to use the Service after a change takes effect means you accept it; if you do not, close your account. Changes required by law may take effect immediately.
28. Governing law and jurisdiction
These Terms and any dispute arising out of them, including non-contractual disputes, are governed by the laws of the State of Delaware, United States, without regard to its conflict of laws rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply.
The state and federal courts located in New Castle County, Delaware have exclusive jurisdiction, and both parties submit to it and waive any objection based on venue or forum. Either party may still apply to any competent court for urgent injunctive relief.
Both parties waive any right to a trial by jury, and agree to bring claims only individually and not as a claimant or class member in any class or representative proceeding.
These Terms are written in English. Any translation is provided for convenience only; the English text governs.
29. General
- Entire agreement. These Terms, the Privacy Policy and the prices shown in the panel are the whole agreement between us on this subject and replace anything said before.
- Assignment. You may not assign this agreement without our written consent. We may assign it to an affiliate or to a successor of our business.
- Severability. If a provision is unenforceable, the rest stands and the provision is read down to the least extent necessary.
- No waiver. Not enforcing a right is not a waiver of it.
- No partnership. Nothing here creates a partnership, agency or employment relationship.
- Third parties. Nobody other than you and us has any right under this agreement.
- Subcontractors. We may use suppliers and subcontractors, including hosting, payment, email, proxy and data providers, and remain responsible for the Service to you.
30. Contact
Observa Systems, LLC
131 Continental Dr, Suite 305
Newark, DE 19713, New Castle County, Delaware, USA
[email protected]