Material Manager Terms of Use

Last updated on November 21, 2023

OMATIC (“Omatic”, “we”, “us” and terms of similar meaning) provide the Services, including access to the Material Manager application (“Application”) subject to these terms and conditions of use (these “Terms”). An updated copy of these Terms will be available on the Shopify App Store (“App Store”) and on the Omatic website at omatic.app (the “Site”).

Please read through these Terms carefully before using the Services. By downloading, using or otherwise accessing the Application or Services on any platform or device, you agree to be legally bound by these Terms, and all policies, statements and guidelines incorporated by reference in these Terms. Individuals who accept these Terms on behalf of a company or a legal entity hereby represent that they have the authority to bind such entity and its affiliates to these Terms. If you do not agree to be bound by these Terms in their entirety, then do not use the Application or Services.

1. Material Manager Services

Material Manager is a Shopify application that permits users of the Service (“Users”) to sync their inventory of raw materials with their Shopify product inventory in a simple manner. To use the Services, you install the Application through your App Store user account (“User Account”). You are responsible for all activity on your User Account.

Throughout these Terms, we refer to the services provided by the Application as the “Services”. The Services are not intended to be used by children. You must be at least eighteen (18) years of age to use the Services.

2. Privacy Policy

Please refer to the Material Manager Privacy Policy, available here (the “Privacy Policy”) for information on how Omatic collects, uses and discloses personally identifiable information from Users of the Services. By using the Application or our Services you agree to our use, collection and disclosure of personally identifiable information in accordance with the Privacy Policy.

3. Fees, Charges and Taxes

You can download and use the Application and Services at no cost and use the Application in “free-trial mode”. You can also use the full features of the Application and the Services during the free-trial period identified on the App Store (“Free Trial”). Subscriptions cancelled prior to the expiration of the Free Trial, will not be charged. To continue using the Services after the expiry of the Free Trial, you will be charged a monthly subscription fee, in advance, as described on the App Store. All subscription fees are final and non-refundable. No refunds or credits will be issued for partial periods of service.

Content on the Application, including all text, information, data, logos, marks, designs, graphics, pictures, sound files, other files, and their selection and arrangement, is called “Content”. Content provided by Users is called “User Content”. User Content is the property of its respective owners (e.g. the User that inputted it). User Content on Material Manager may include product pricing, titles and other text, information, images and data uploaded by a User to the Application.

Omatic’s only right to use that User Content is the limited licenses to it granted in these Terms. Those licenses are described in Section 6 of these Terms.

Other than User Content, the Services, the Application, all Content and any other software used to create and operate the Services is the property of Omatic or its licensors, and is protected by Canadian and international copyright laws, and all rights to Services, such Content and such software are expressly reserved. All trademarks, registered trademarks, product names and company names or logos mentioned in the Application are the property of their respective owners.

Your User Content is your responsibility. We have no responsibility or liability for it, or for any loss or damage your User Content may cause to you or other people. Although we have no obligation to do so, we have the absolute discretion to remove, screen or edit without notice any User Content posted or stored on the Services, and we may do this at any time and for any reason. You are solely responsible for maintaining copies of and replacing any User Content you post or store on the Services.

5. License to Use Material Manager and License Restrictions

Omatic grants to you a revocable, non-exclusive, non-sublicensable license to use the Application, access the Services and to view the Content available to you through the Services (“License”).

Other than as expressly permitted in these Terms, the Content and the License are subject to the following restrictions and account terms:

(a) The Services we provide through the Application are for your use only. You may not resell, lease or provide them in any other way to anyone else, except as permitted through the Application.

(b) You may not make or distribute copies of the Application.

(c) You may not alter, merge or translate the Application, or decompile, reverse engineer, disassemble, or otherwise reduce the Application to a human-perceivable form.

(d) You may not modify or create derivative works based on the Application or the Content.

(e) You may not use the Application or the Content for any application deployment or ultimate production purpose or for any purpose other than its intended purpose.

(f) You may not use the Application to develop any application having the same or similar primary function as the Application.

(g) You may not remove or modify any copyright, trademark or other proprietary notices that have been placed in the Content.

(h) Unless explicitly stated herein, nothing in these Terms may be construed as conferring any license to intellectual property rights, whether by estoppel, implication or otherwise. The licenses in this Section are revocable by Omatic at any time.

(i) Your use of the Application, Services and Content must not infringe or violate the rights of any other party, breach any contract or legal duty to any other parties or violate any applicable law.

6. Your Limited License of Your User Content to Omatic

We do not claim any ownership interest in your User Content, but we do need the right to use your User Content to the extent necessary to operate the Application and provide the Services, now and in the future.

Therefore, by posting or distributing User Content to or through the Services, you (a) grant Omatic and its affiliates and subsidiaries a non-exclusive, royalty-free, transferable right to use, display, perform, reproduce, distribute, publish, modify, adapt, translate and create derivative works from such User Content, in the manner in and for the purposes which the Services from time to time use such User Content; (b) represent and warrant that (i) you own and control all of the rights to the User Content, or otherwise have the lawful right to post and distribute that User Content, to or through the Services; and (ii) the use and posting or other transmission of such User Content does not violate these Terms and will not violate any rights of or cause injury to any person or entity.

If your User Content is intended for the use of other Users, you also grant us and our affiliates and subsidiaries a non-exclusive, royalty-free, transferable right to sublicense such User Content to such Users for their use in connection with their use of the Services, as described in this Section.

7. Third Party Licenses

The Application may contain third party software and/or open source software, which may be subject to third party licenses and require notices and/or additional terms and conditions (“Third Party Licenses”). By accepting these Terms, the Customer also accepts the Third-Party Licenses, if any, set forth therein. These Third-Party Licenses are made a part of and incorporated into these Terms. To view the Third-Party Licenses, please contact support@omatic.app.

8. Security of the Application

To ensure reliability and to protect the User Content, we use high grade hosting services and security technologies that we believe will provide you with a secure and safe environment. For example, all Content and information on the Application is encrypted using SSL certificates.

However, no system is perfectly secure or reliable. The internet is an inherently insecure medium, and the reliability of hosting services, internet intermediaries, your internet service provider, and other service providers cannot be assured. When you use the Application, you accept these risks and the responsibility for choosing to use a technology that cannot guarantee complete security and reliability.

9. Warranty Disclaimer

THE APPLICATION, THE CONTENT AND THE SERVICES ARE PROVIDED TO YOU ON AN “AS IS” BASIS WITHOUT WARRANTIES FROM OMATIC OF ANY KIND, EITHER EXPRESS OR IMPLIED. OMATIC EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. OMATIC DOES NOT REPRESENT OR WARRANT THAT THE APPLICATION OR CONTENT IS ACCURATE, COMPLETE, RELIABLE, CURRENT OR ERROR-FREE, AND EXPRESSLY DISCLAIMS ANY WARRANTY OR REPRESENTATION AS TO THE ACCURACY OR PROPRIETARY CHARACTER OF THE APPLICATION, THE CONTENT OR ANY PORTION THEREOF.

WHILE OMATIC ATTEMPTS TO MAKE YOUR ACCESS TO AND USE OF THE APPLICATION SAFE, OMATIC DOES NOT REPRESENT OR WARRANT THAT THE APPLICATION OR ANY CONTENT ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

10. Limitation of Liability; Indemnity

You waive and shall not assert any claims or allegations of any nature whatsoever against Omatic, its affiliates or subsidiaries, their contractors, vendors or other partners, any of their successors or assigns, or any of their respective officers, directors, agents or employees (collectively, the “Released Parties”) arising out of or in any way relating to your use of the Application or the Content, including, without limitation, any claims or allegations relating to services provided by a Professional to a Client, the alleged infringement of proprietary rights, alleged inaccuracy of Content, or allegations that any Released Party has or should indemnify, defend or hold harmless you or any third party from any claim or allegation arising from your use or other exploitation of the Application. You use the Application at your own risk.

Without limitation of the foregoing, neither Omatic nor any other Released Party shall be liable for any direct, special, indirect or consequential damages, or any other damages of any kind, including but not limited to loss of use, loss of profits or loss of data, whether in an action in contract, tort (including but not limited to negligence) or otherwise, arising out of or in any way connected with the use of the Application or the Content, including without limitation any damages caused by or resulting from your reliance on the Application or other information obtained from Omatic or any other Released Party or accessible via the Application, or that result from mistakes, errors, omissions, interruptions, deletion of User Content or other data, defects, viruses, delays in operation or transmission or any failure of performance, whether or not resulting from acts of god, communications failure, theft, destruction or unauthorized access to Material Manager, any User, or any other Released Party’s records, programs or services.

In no event shall the aggregate liability of Omatic, whether in contract, warranty, tort (including negligence, whether active, passive or imputed), product liability, strict liability or other theory, arising out of or relating to the use of the Application or the Services exceed any amount paid by you for access to the Application or Services during the three months prior to the date of any claim, if any.

You shall defend, indemnify and hold harmless Omatic and the other Released Parties from any loss, damages, liabilities, costs, expenses, claims and proceedings arising out of your use of the Application and from the use of the Application by any person to whom you give access to your account.

11. Termination/Modification of License and Service Offerings

Notwithstanding any provision of these Terms, Omatic reserves the right, without notice and in its sole discretion, without any notice or liability to you, to (a) terminate your license to use the Application or Services, or any portion thereof; (b) block or prevent your future access to and use of all or any portion of the Application or Content; (c) change, suspend or discontinue any aspect of the Application or Content; and (d) impose limits on the Application or Content.

Omatic reserves the right to change or modify any of the terms and conditions contained in these Terms, or any policy or guideline applicable to the Services, at any time and in its sole discretion. If we do so, we may notify you at the e-mail address you provide in your registration information, if any, and we will post a notice on the Site. Unless otherwise specified, any changes or modifications will be effective immediately upon posting of the revisions on the Site, and your continued use of the Application or Services after such time will constitute your acceptance of such changes or modifications. You should from time to time review the Terms and any policies and documents incorporated in them to understand the terms and conditions that apply to your use of the Application. The Terms will always show the ‘last updated’ date at the top. If you do not agree to any amended Terms, you must stop using the Application. If you have any questions about the Terms, please email us at the contact address below.

12. Communications

Notices that we give you (other than notice of amendment of these Terms, which is discussed in Section 10 above) may be provided in any of the following ways. First, we may email you at the contact information associated with your User Account, if any. Second, we may post a notice to you in the Application. When we post notices on the Application, we post them in the area of the Application suitable to the notice. It is your responsibility to periodically review the Application for notices.

Subject to the Privacy Policy, if you send to Omatic any information, ideas, inventions, concepts, techniques or know-how (“User Submissions”), for any purpose, including the developing, manufacturing and/or marketing or products or services incorporating such information, you acknowledge that Omatic can use the User Submissions without acknowledgement or compensation to you, and you waive any claim of ownership or compensation or other rights you may have in relation to the User Submissions. We actively review User Submissions for new ideas. If you wish to preserve any interest you might have in your User Submissions, you should not post them to the Application or send them to us.

13. Applicable Law and Venue

The Application is controlled by Omatic and operated by it from its offices in Toronto, Ontario. You and Omatic both benefit from establishing a predictable legal environment in regard to the Application and the Services. Therefore, you and Omatic explicitly agree that all disputes, claims or other matters arising from or relating to your use of the Application will be governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein. The United Nations Convention on Contracts for the International Sale of Goods does not apply to these Terms.

Except where prohibited by applicable law, any claim, dispute or controversy (whether in contract or tort, pursuant to statute or regulation, or otherwise, and whether pre-existing, present or future) arising out of or relating to (a) these Terms; (b) the Application or Content; (c) oral or written statements relating to these Terms or to the Application; or (d) the relationships that result from these Terms or the Application or Content (collectively, a “Claim”) will be referred to and determined by a sole arbitrator (to the exclusion of the courts). Except where prohibited by applicable law, you waive any right you may have to commence or participate in any class action against Omatic related to any Claim and, where applicable, you also agree to opt out of any class proceedings against Omatic. If you have a Claim, you should give written notice to arbitrate at the address specified below. If we have a Claim, we will give you notice to arbitrate at your e-mail address associated with your User Account. Arbitration will be conducted by one arbitrator pursuant to the commercial arbitration laws and rules in effect on the date of the notice in the Province of Ontario.

To the extent arbitration as described in the immediately preceding paragraph is prohibited by applicable law, you agree that all Claims will be heard and resolved in a court of competent subject matter jurisdiction located in Toronto, Ontario. You consent to the personal jurisdiction of such courts over you, stipulate to the fairness and convenience of proceeding in such courts, and covenant not to assert any objection to proceeding in such courts.

If you choose to access the Application from locations other than Ontario, you will be responsible for compliance with all local laws of such other jurisdiction and you agree to indemnify Omatic and the other Released Parties for your failure to comply with any such laws.

14. Termination of Agreement

You and Omatic may terminate these Terms and your use of the Application at any time. When you terminate these Terms, you must cease using the Application immediately. When your account is terminated, any User Content you have uploaded to the Application may remain on the Application. The license you grant to us in Section 6 therefore survives the termination of this Agreement. In addition, we may retain an archival copy of your User Content after termination, and you therefore hereby grant us a non-exclusive, perpetual, irrevocable license to maintain such archival copy for our internal business purposes.

If these Terms expire or terminate for any reason, Sections 4, 5, 6, 7, 9, 10, 11, 13, 14 and 15, and any representation or warranty you make in these Terms, shall also survive indefinitely.

15. Miscellaneous

If any provision of these Terms shall be deemed unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from these Terms and shall not affect the validity and enforceability of any remaining provisions. Omatic may assign any or all of its rights hereunder to any party without your consent. You are not permitted to assign any of your rights or obligations hereunder without the prior written consent of Omatic, and any such attempted assignment will be void and unenforceable. These Terms constitute the entire agreement between you and Omatic regarding your use of the Application, and supercede all prior or contemporaneous communications whether electronic, oral or written between you and Omatic regarding your use of the Application. The parties confirm that it is their wish that these Terms, as well as any other documents relating to this Terms, including notices, have been and shall be drawn up in the English language only. Les parties reconnaissent avoir convenue que la présente convention ainsi que tous documents, avis et procédures judiciaires qui pourront être exécutés, donnés ou intentées à la suite des présentes ou ayant un rapport, direct ou indirect, avec la présente convention soient rédigée en anglais.

16. Questions and Comments

If you have any questions regarding these Terms or your use of the Site or Application, please contact us here:

Omatic support@omatic.app