Grocery Solutions - Specific Terms

These Grocery Solutions – Specific Terms, together with the Order incorporating these Grocery Solutions – Specific Terms and the terms of service or other governing agreement incorporated into such Order (collectively, this “Agreement”), govern the use and provision of the Grocery Solutions.

1.    DEFINITIONS

1.1.    “Customer” means the party identified as the “Customer” in the Order.

1.2.    “Customer Materials” means all Customer content, data or information made available by Customer to Salsify in connection with Customer’s use of the Solutions and all content, data or information that Customer exports or publishes to any destinations through the Solutions.

1.3.    “Grocery Solutions” means the Grocery Accelerator or Grocery QA Service Solutions as set forth in the Order.

1.4.    “Input” means any Customer Materials that Customer submits for review, validation and/or quality checks through the Grocery Solutions.

1.5.    “Order” means the order document signed by an authorized representative of each party, or submitted online by Customer when such option is available, identifying the Solutions to be made available, the fees to be paid, and referencing these Grocery Solutions Specific Terms. 

1.6.    “Output” means any suggestions, confirmations or messages provided to Customer through the Grocery Solutions with respect to Customer Materials.

1.7.    “Salsify” means Salsify, Inc. or the affiliate of Salsify, Inc. identified on the Order.

1.8.    “Services” means professional services provided by Salsify, or on Salsify’s behalf, to Customer as identified in the Order. 

1.9.    “Solutions” means Salsify’s proprietary, cloud hosted solutions and related support services identified in the Order, together with the Services.

2.    CUSTOMER RESPONSIBILITIES

Notwithstanding any quality checks, validations, data verifications, or suggestions provided by the Grocery Solutions, Customer will review Customer Materials for accuracy, completeness and compliance before exporting or publishing them through the Solutions and, as between the parties, will be solely responsible for deciding whether to export or publish Customer Materials through the Solutions and any consequences of such decision. Customer will defend Salsify, it’s directors, officers, affiliates, employees, contractors, and licensees (collectively the “Salsify Indemnitees”)     against any claim, suit or proceeding brought by a third party (“Claims”) arising from: (x) Customer Materials, including without limitation, (i) any Claim that any Customer Material infringes, misappropriates or otherwise violates any third party’s intellectual property rights or (ii) any Claim that the use, provision, transmission, display or storage of Customer Materials violates any applicable law, rule or regulation; or (y) any of Customer’s products or services; and in each case Customer will indemnify and hold harmless each Salsify Indemnitee      s against any damages and costs awarded or agreed in settlement by Customer (including reasonable attorneys’ fees) resulting from such Claim. Customer’s indemnification obligations will survive any termination of Customer’s subscription to the Grocery Solutions or of the Agreement. Each Salsify Indemnitee may enforce the terms of this indemnity.

3.    DISCLAIMERS

CUSTOMER ACKNOWLEDGES THAT OUTPUT IS GENERATED BY ARTIFICIAL INTELLIGENCE TECHNOLOGY, AND SALSIFY MAKES NO WARRANTY OR GUARANTEE AS TO THE ACCURACY, COMPLETENESS OR RELIABILITY OF THE OUTPUT OR THAT THE OUTPUT WILL BE ERROR FREE. CUSTOMER AGREES THAT SALSIFY SHALL HAVE NO LIABILITY TO CUSTOMER OR ANY THIRD PARTY FOR ANY CLAIMS ARISING OUT OF THE CUSTOMER MATERIALS OR FOR ANY DAMAGES SUFFERED BY CUSTOMER ARISING FROM OR IN CONNECTION WITH ANY AGREEMENT OR RELATIONSHIP BETWEEN A THIRD PARTY AND CUSTOMER AS A RESULT OF ANY CUSTOMER MATERIALS.

4.    THIRD PARTY PROVIDERS

Salsify may use technology provided by third party service providers (e.g., OpenAI API) in the Grocery Solutions to analyze Input and provide Output.

5.    ORDER OF PRECEDENCE

In the event of any inconsistency between the following documents, the order of precedence shall be: (a) the applicable Order; (b) these Grocery Solutions – Specific Terms; and (c) the terms of service or other governing agreement as set forth in an Order. 

Salsify Grocery Solutions 2023 v_1.0 Confidential & Proprietary