Essentials™ Enrollment Form

COST: $295 / month single store only

One-time set up fee of $250

Company Information:

Company Name:

Owner(s):

Email(s):

Main Contact Name (for reports):

Main Contact Title:

Main Contact Email:

Main Contact Cell Phone:

Accounting Contact:

Accounting Contact Email:

Address:

City:

State: Zip:

Number of Stores:

If you have multiple stores, you will be asked to provide all addresses during the set up process.

Office Phone:

Fax:

Website:

Estimated Sales Volume:

Computer System:

Please select your Point of Sale system:

Other:

General Information:

Industry Trade Affiliations:

AGS

CBG

IJO

Leading Jewelers

RJO

How did you hear about BIG?

BALANCE TO BUY™ ON-LINE LICENSE & SERVICE AGREEMENT ("AGREEMENT")

This is a legal agreement between you, the on-line service subscriber, and Buyers Intelligence Group, LLC ("BIG"). By using this on-line service you are consenting to the terms of this Agreement. If you do not agree to the terms of this Agreement, DO NOT USE THIS ON-LINE SERVICE.

1. DEFINITIONS/GENERAL: As used in this Agreement, "Service" means BIG's Balance to Buy™ system, an inventory management and reporting service. "Subscriber" means the individual or company that is registered to use the Service, who has an individual User ID and password to gain access to the Service. "Permitted Output" means reports and exports created by the Subscriber using the Service. "Embedded Processes" means all of the calculations and formulas and representations of the data. "Order form" means the form that a prospective Subscriber must complete in order to register for the Service and become an actual Subscriber. Where used herein the term "You" or "you" shall refer to the Subscriber.

2. LICENSE AND RESTRICTIONS: In consideration of the subscription fees paid, BIG hereby grants to Subscriber a limited, non-exclusive, non-transferable, license to use the software and service during the Subscription Period. The Service shall be used solely by Subscriber for its own business purposes so long as such business purposes do not include generation of revenue from the sales of Permitted Output to non-subscribers created by the Subscriber using the Service. Permitted Output and Embedded Processes may be used by the Subscriber for its business purposes, including use in its own research and marketing efforts in support of sales of its own services or products. Subscriber agrees not to resell, sub license or otherwise disclose any of the Permitted Output or Embedded Processes in any form to non-subscribers. You agree to use reasonable efforts to protect against unauthorized use of the Service. All rights not specifically granted in this Agreement are reserved by BIG.

3. UNLESS OTHERWISE EXPRESSLY PERMITTED HEREIN YOU MAY NOT: (1) make derivative works including but not limited to translations, adaptations, arrangements or any other alteration (each of which would become the property of BIG) of the Permitted Output; (2) sell, rent, lease, lend or permit access to the Service; (3) sell, rent, lease, lend or otherwise license Permitted Output or Embedded Processes. (4) Enter into any reseller, distribution or third party arrangements for distribution of Permitted Output or Embedded Processes such as, but not limited to, electronic, on line, subscription, "fee for service" or general, uncontrolled availability to the public without a prior written agreement with BIG.

4. TERM AND TERMINATION: The Term of the license granted herein shall be for a minimum of one year from the date of this agreement. The subscription shall continue until cancelled by either party after the one year period. Upon termination of the Subscription Period, Subscriber must discontinue all use of the Service. If you fail to comply with any provision of the Agreement at any time, termination is automatic, without notice and without refund from BIG, and without the necessity for recourse to any judicial authority. Upon termination for default, you must cease all use of the Service. BIG reserves the right to enforce all of its other legal and equitable rights. You may terminate or cancel your Subscription at any time after the initial one year term. You understand and agree that cancellation of your Subscription is your exclusive right and remedy with respect to any dispute with BIG. BIG reserves the right to discontinue providing the Service at any time. Your exclusive remedy with respect to BIG's discontinuance of the Service will be a pro-rata refund of Subscription fees paid.

5. SHARING OF SUBSCRIBER USER ID AND PASSWORD: You are responsible for safeguarding the use of your individual User ID and password. In the event it is discovered that your individual User ID and password is also being used by another entity other than the Subscriber, BIG in its sole discretion, may terminate your Subscription immediately without refund or bill you for another Subscription.

6. DISCLAIMER REGARDING THE SERVICE: THE SERVICE IS PROVIDED "AS IS." EXCEPT AS MAY OTHERWISE BE EXPRESSLY SET FORTH HEREIN, BIG MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE SERVICE, INCLUDING BY WAY OF EXAMPLE AND NOT LIMITATION, THE IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. BY WAY OF FURTHER EXAMPLE AND NOT LIMITATION, BIG MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE ACCURACY, RELIABILITY OR COMPLETENESS OF THE SERVICE. THE ENTIRE RISK AS TO THE USE OF THE SERVICE IS ASSUMED BY YOU. BIG PROVIDES THE SERVICE ON A COMMERCIALLY REASONABLE BASIS. BIG RESERVES THE RIGHT TO INTERRUPT ACCESS TO THE SERVICE AT ANY TIME TO CONDUCT ROUTINE AND EMERGENCY MAINTENANCE AS NEEDED AND THEREFORE BIG DOES NOT GUARANTEE THAT YOU WILL BE ABLE TO ACCESS OR USE THE SERVICE AT ALL TIMES. DUE TO THE INHERENT NATURE OF THE INTERNET, BIG DOES NOT GUARANTEE UNINTERRUPTED OR ERROR-FREE SERVICE AND DOES NOT GUARANTEE THAT SUBSCRIBERS WILL BE ABLE TO ACCESS OR USE THE SERVICE AT TIME OR LOCATIONS OF THEIR CHOOSING OR THAT BIG WILL HAVE ADEQUATE CAPACITY FOR THE SERVICE AS A WHOLE OR IN A SPECIFIC GEOGRAPHIC AREA. ACCESS MAY BE LIMITED, ESPECIALLY DURING PEAK TIMES. IN NO EVENT SHALL BIG BE LIABLE TO YOU OR ANY OTHER PERSON, REGARDLESS OF THE CAUSE, FOR THE EFFECTIVENESS OR ACCURACY OF THE SERVICE OR FOR ANY SPECIAL, DIRECT, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING FROM OR OCCASIONED BY YOUR USE OF OR YOUR INABILITY TO USE THE SERVICE EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY DISPUTE WITH BIG IS THE CANCELLATION OF YOUR SUBSCRIPTION AS DETAILED ABOVE IN SECTION 4. IN THE EVENT THE FOREGOING IS FOUND BY A COURT OF COMPETENT JURISDICTION TO BE INEFFECTIVE, YOU HEREBY AGREE THAT BIG'S MAXIMUM LIABILITY FOR ANY CLAIM ARISING IN CONNECTION WITH THE SERVICE, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE SHALL NOT EXCEED THE SUBSCRIPTION FEES PAID BY YOU FOR THE SERVICE. SOME STATES DO NOT ALLOW THE LIMITATION OR EXCLUSION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE FOREGOING PROVISION WITH RESPECT TO EXCLUDING OR LIMITING SUCH DAMAGES MAY NOT APPLY TO YOU.

7. ACKNOWLEDGMENT: You acknowledge that you have read this Agreement, understand it, and agree to be bound by its terms and conditions. You also agree that this Agreement is the complete and exclusive contract between BIG and you, and supersedes all proposals, oral or written, and any other communications you may have had prior to activation of your subscription.

8. GOVERNING LAW: This Agreement shall be governed by the laws of the State of California, United States, excluding its conflicts of law principles and excluding the United Nations Convention on Contracts for the International Sale of Goods. You agree to the exclusive jurisdiction of California federal and state courts, for resolution of any dispute related to this Agreement.

9. MISCELLANEOUS: A party's waiver of a breach or a default by the other party does not constitute a waiver of any succeeding breach of the same or any other provision. A party's delay or omission to exercise or avail itself of any right, power, or privilege will not operate as a waiver of any right, power or privilege by such party. This Agreement constitutes the entire agreement between the parties with regard to the subject matter of the Agreement. The parties may not change the terms of this Agreement except by a writing signed by both parties.

I AGREE TO THE BALANCE TO BUY™ ON-LINE LICENSE & SERVICE AGREEMENT ("AGREEMENT")

BIG TERMS OF DATA USE AGREEMENT

For purposes of high-level industry analysis, BIG anonymizes and aggregates raw data for trending insights to assist with the buying, managing and merchandising of inventory. Click Here to View - Terms of Data Use Agreement

BIG CONFIDENTIALITY AGREEMENT

BIG agrees to use reasonable efforts to prevent and protect the Confidential Information, or any part thereof, from disclosure to any person or entity not authorized by the disclosing party to receive such information other than BIG's employees, consultants, contractors, advisors or agents having a need for disclosure in connection with BIG's authorized use of the Confidential Information and who are under an obligation to keep the same confidential. This Agreement shall be binding upon, inure to the benefit of, and be enforceable by BIG, its successors, and assigns; and Retailer, its successors and assigns. Confidential Information shall not be deemed proprietary and BIG shall have no obligation with respect to such information where the information: a) was known to BIG prior to receiving any of the Confidential Information from Retailer; b) has become publicly known through no wrongful act of BIG; c) was received by BIG without breach of this Agreement from a third party without restriction as to the use and disclosure of the information; d) was independently developed by BIG without use of the Confidential Information; or e) was ordered to be disclosed by a court of competent jurisdiction.

MUTUAL NON-DISCLOSURE AGREEMENT

THIS AGREEMENT is made effective on this date by and between Buyers International Group, LLC DBA Buyers Intelligence Group and the undersigned company to assure the protection and preservation of the confidential and proprietary nature of information to be disclosed or made available to each other in connection with negotiations or discussions further described in EXHIBIT A attached hereto.

In reliance upon and in consideration of the following undertakings, the parties agree as follows:

1. Subject to the limitations set forth in Paragraph 2, all information disclosed by one party to the other party in connection with the venture described in Exhibit A shall be deemed to be Proprietary Information. In particular, Proprietary Information shall be deemed to include those items listed in Exhibit A and any actual software, trade secret, programming techniques, functional software architecture, information, invention, idea, sample, process, formula, or sample data relating to any research project or product, work in process, future development, engineering, distribution, marketing, recruiting, or training plans, service or support plans, financing or personnel matter relating to the disclosing party, its present or future products, sales, suppliers, clients, customers, employees, investors or business, whether m written, graphic, electronic, e-mail, disk, or oral form or format.

2. The term Proprietary Information shall not be deemed to include information which: (a) is now, or hereafter becomes, through no act or failure to act on the part of the receiving party, generally known or available; (b) is known by the receiving party at the time of receiving such information, as evidenced by its records; (c) is hereafter furnished to the receiving party by a third party, as a matter of right and without restriction on disclosure; (d) is independently developed by the receiving party without any breach of this Agreement; or (e) is the subject of a written permission to disclose provided by the disclosing party.

3. Each party shall maintain all Proprietary Information in trust and confidence and shall not disclose any Proprietary Information to any third party or use any Proprietary Information for any unauthorized purpose. Each party may use such Proprietary Information only to the extent required to accomplish the purposes of this Agreement as set forth in Exhibit A attached hereto. Proprietary Information shall not be used for any purpose or in any manner that would constitute a violation of any laws or regulations, including without limitation the export control laws of the United States. No rights or licenses to trademarks, inventions, processes, techniques, copyrights or patents are implied or granted under this Agreement.

4. Proprietary Information shall not be reproduced in any form, except as required to accomplish the intent of this Agreement.

5. The parties under this Agreement shall advise their employees who might have access to Proprietary Information of the confidential nature thereof and agree that their employees and agents shall be bound by the terms of this Agreement. No Proprietary Information shall be disclosed to any employee who does not have a need for such information. The receiving party shall not disclose any Proprietary Information to any third party without the original disclosing party's written consent.

6. All Proprietary Information (including all copies thereof) shall remain the property of the disclosing party and shall be returned to the disclosing party after the receiving party's need for it has expired, or upon request of the disclosing party, upon fulfillment or termination of the relationship described in Exhibit A, and, in any event, upon completion or termination of this Agreement; whichever of these events is first to occur.

7. Notwithstanding any other provision of this Agreement, disclosure of Proprietary Information shall not be precluded if such disclosure:

(a) is in response to a valid subpoena or order of a court or other governmental body of the United States or any political subdivision thereof; provided, however, that the responding party shall first have given notice to the other party hereto and shall have made a reasonable effort to obtain a protective order requiring that the Proprietary Information so disclosed be used only for the purposes for which the order was issued;

(b) is otherwise required by law; or

(c) is otherwise necessary to establish rights or enforce obligations under this agreement, but only to the extent that any such disclosure is necessary.

8. This Agreement shall continue in full force and effect for a period of two (2) years, which may be extended for a like period with the written approval of the parties. This Agreement may be terminated by either party at any time upon thirty (30) days written notice to the other party. The termination of this Agreement shall not relieve either party of the obligations imposed by Paragraphs 3, 4, 5, 6 and 11 of this Agreement with respect to Proprietary Information disclosed prior to the effective date of such termination, and the provisions of those Paragraphs shall survive the termination of this Agreement.

9. This Agreement shall be governed by the laws of the State of California.

10. This Agreement, with Exhibit A attached hereto and hereby incorporated herein, contains the final, complete and exclusive agreement of the parties relative to the subject matter hereof and supersedes all prior and contemporaneous understandings and agreements relating to its subject matter. This Agreement may not be changed, modified, amended or supplemented except by a written instrument signed by both parties.

11. Each party hereby acknowledges and agrees that, in the event of any breach of this Agreement by the other party, including, without limitation, the actual or threatened disclosure or unauthorized use of a disclosing party's Proprietary Information without the prior express written consent of the disclosing party, the disclosing party will suffer an irreparable injury, such as that no remedy at law will afford it adequate protection against, or appropriate compensation for, such injury. Accordingly, each party hereby agrees that the other party shall be entitled to specific performance of the receiving party's obligations under this Agreement, as well as such further equitable relief as may be granted by a court of competent jurisdiction.

12. The parties' rights and obligations under this Agreement will bind and inure to the benefit of their respective successors, heirs, executors, and administrators and permitted assigns.

13. If any provision of this Agreement is found by a proper authority to be unenforceable, that provision shall be severed and the remainder of this Agreement will continue in full force and effect.

14. Any notices required or permitted hereunder shall be given to the appropriate party at the address specified below or at such other address as the party shall specify in writing. Such notice shall be deemed given upon the personal delivery, or if sent by certified or registered mail, postage prepaid, five (5) days after the date of mailing.

EXHIBIT A

Purpose for which Proprietary Information is to be disclosed:

The Proprietary Information covered in this Agreement includes any Proprietary Information belonging to either party to this Agreement.

The Proprietary Information includes (but is not limited to) the information and resources that either party shall reasonably require to successfully carry out any communication or work required between the parties, including cooperative access to key personnel and facilities, and sufficient familiarity with the other party's:

Business operations, financial information, vendors or customers Business goals, strategies, & methodologies
Process tools, assays, software, and techniques
Existing software used for business operations
Current business workflow and design
Client-related recommendations and referrals
Consultant-related recommendations and referrals

The Proprietary Information covered in this Agreement also includes any Proprietary Information belonging to third parties necessarily involved in the present parties' future, as being important for understanding of larger contexts for their alignment and collaboration.

AGREED TO:
Ellen Falcinelli
VP Operations
Buyers Intelligence Group, LLC (BIG)
PO Box 480
Napa, CA 94559

AGREED TO:

Authorized Signer:

Title:

I AGREE TO THE MUTUAL NON-DISCLOSURE AGREEMENT

Upon enrollment, our accounting department will send an invoice for the set up fee and a link to securely provide your credit card information.

This concludes our enrollment process. Our team will be in touch with you regarding your account set up and training.

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December 17, 2021 11:55 am EDT

Essentials Enrollment Uploaded by BIG Buyers Intelligence Group - permission@bigjewelers.com IP 73.223.215.79