Terms and Conditions

These Walmart Data Ventures BI Link Terms of Use ("BI Link Terms of Use") apply to your use of the Walmart Data Ventures BI Link application and any associated application programming interfaces and documentation ("Walmart Data Ventures BI Link"). Walmart Data Ventures BI Link is provided by Walmart Inc. ("Walmart", "we", "us", or "our"). By using the Walmart Data Ventures BI Link, you accept these BI Link Terms of Use and certify that you are above the age of majority in your jurisdiction. Walmart may change the terms of these BI Link Terms of Use from time to time. By continuing to use the Walmart Data Ventures BI Link after we post any such changes, you accept the BI Link Terms of Use, as modified.

Access

Walmart Data Ventures BI Link is available solely for the purpose of accessing Walmart Data Ventures Walmart Data Ventures data feeds. It may not be used for any other purposes without express written permission from Walmart. For the avoidance of doubt, Walmart Data Ventures BI Link may NOT be used by any competitors of Walmart for the purposes of analyzing, receiving, or reviewing information regarding Walmart pricing or product availability.

Item and metrics that are enabled via Item Share will be flagged in our BI Link tables. This data is subject to the Retail Link User Agreement and can be used solely for the limited purpose indicated in the Item Share application and not for any other purpose. You must delete all Item Share data when Item Share is discontinued. Walmart may discontinue Item Share in its sole discretion with or without notice.

Access to BI Link is granted only to you for your own use. You may not allow a third party to access or use BI Link on your behalf nor may you allow a third party to access and/or use your BI Link access keys.

Additional Documents

All terms set forth in the following agreements or documents are hereby incorporated into these BI Link Terms of Use by reference:

the BI Link for Walmart Data Ventures Documentation;
the Master Services Agreement between you and Walmart governing your use and access of the Walmart Data Ventures offering;
the Retail Link Agreement between you and Walmart; and
to the extent that Walmart provides you with category management access, the Category Management Agreement between you and Walmart.

For clarity, your termination of the BI Link Terms of Use does not terminate any of the agreements or documents incorporated into the BI Link Terms of Use by reference.

Grant of Rights

License Grant: Subject to your compliance with the terms and conditions of the BI Link Terms of Use, Walmart hereby grants you a nonexclusive, nontransferable, fully-paid, revocable license and right to access and use Walmart Data Ventures BI Link in accordance with the specifications or documentation made available by Walmart for the purpose expressly authorized under the BI Link Terms of Use.

Delivery and Documentation: Walmart may provide Walmart Data Ventures BI Link materials and all technical or other specifications or documentation related to the Walmart Data Ventures BI Link electronically.

No Other Proprietary Interest Granted: Except as expressly provided in the BI Link Terms of Use, nothing in these BI Link Terms of Use grants you rights in or to Walmart Data Ventures BI Link or any patent, trademark, copyright, or any other intellectual property derived from Walmart Data Ventures BI Link. You are not permitted to use any name, logo, trademark or trade name of Walmart in any publicity release, promotional material, advertising, marketing or business generating effort, whether written or oral, without obtaining Walmart’s prior written consent, which may be withheld in Walmart’s sole discretion.

Restrictions

As a condition to your use of Walmart Data Ventures BI Link, you agree to the following restrictions. You will not, and will not allow any authorized third party to, directly or indirectly:

access or use Walmart Data Ventures BI Link other than in accordance with the BI Link Terms of Use;
access or use Walmart Data Ventures BI Link in any manner that would violate the legal rights of any third party;
access or use Walmart Data Ventures BI Link to compete with Walmart or to develop a similar product or service;
access or use Walmart Data Ventures BI Link outside of the United States except in jurisdictions where Walmart has granted you an express right to access or use Walmart Data Ventures BI Link or to access or use the Walmart Data Ventures data;
disclose or make available to third parties, export, modify, adapt, create derivative works of, or copy Walmart Data Ventures BI Link;
reverse engineer or otherwise attempt to derive the source code of Walmart Data Ventures BI Link;
access or use Walmart Data Ventures BI Link to transmit any virus, worm, trap door, or other malicious code;
remove any legal notice from Walmart Data Ventures BI Link; or
disrupt the operation of or attempt to gain unauthorized access to the Walmart Data Ventures services.

Rights to Feedback

You are not obligated to provide Walmart with Feedback, but if you choose to provide Feedback, you hereby grant to Walmart a perpetual, irrevocable, global, assignable and royalty-free license to use the Feedback for any purpose. "Feedback" means any suggestions, ideas, comments, feedback, materials, or other information regarding Walmart Data Ventures BI Link (including identifying errors and potential improvements).

Termination and Suspension

You may terminate your use of Walmart Data Ventures BI Link at any time. Walmart may immediately terminate or suspend your access to Walmart Data Ventures BI Link upon notice in the event you violate these BI Link Terms of Use. In addition to the foregoing, Walmart may terminate or modify access to Walmart Data Ventures BI Link at any time, for any reason or no reason without liability hereunder.

Upon Walmart’s reasonable request and/or within ten (10) days following the termination or expiration of your access to Walmart Data Ventures BI Link, you will remove Walmart Data Ventures BI Link from your servers and return to Walmart all copies of any other materials provided by Walmart to you related to Walmart Data Ventures BI Link.

Indemnification

You agree to defend, indemnify and hold Walmart and its affiliates harmless from any and all claims, damages, liability, attorneys’ fees and expenses on account of (i) your breach of any of the provisions of these BI Link Terms of Use or (ii) any claim that your use of Walmart Data Ventures BI Link other than in accordance with these BI Link Terms of Use infringes or misappropriates any patent, copyright, trademark, trade secret or other proprietary right of a third party.

Disclaimer of Warranty; Limitation of Liability

THE WALMART LUMINATE BI LINK IS PROVIDED "AS IS", WITH NO WARRANTIES WHATSOEVER, EXPRESS OR IMPLIED, AND TO THE FULL EXTENT PERMITTED BY LAW, WALMART DISCLAIMS ALL OTHER WARRANTIES INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT, OR QUIET ENJOYMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR TRADE USAGE. WALMART AND ITS AFFILIATES WILL NOT BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING BUSINESS INTERRUPTION OR LOSS OF INCOME, DATA, PROFITS, OR REVENUE ARISING OUT OF OR RELATING TO THESE BI LINK TERMS OF USE OR YOUR USE OF WALMART LUMINATE BI LINK, EVEN IF WALMART HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL WALMART'S AND ITS AFFILIATES’ LIABILITY FOR ANY AND ALL LOSSES OR DAMAGES ARISING FROM OR RELATED TO WALMART LUMINATE BI LINK OR THESE BI LINK TERMS OF USE EXCEED ONE HUNDRED DOLLARS ($100.00).

General

These BI Link Terms of Use and any documents incorporated into these BI Link Terms of Use by reference constitute the complete and exclusive understanding and agreement between you and Walmart and supersede all prior contemporaneous agreements, communications and understandings between the parties with respect to the subject matter of these BI Link Terms of Use. To the extent there is any conflict between the BI Link Terms of Use and the agreements incorporated by reference, the BI Link Terms of Use will prevail with respect to your use and access of the Walmart Data Ventures BI Link. These BI Link Terms of Use do not, and will not be construed to, create any partnership, joint venture, employer-employee, agency, or franchisor-franchisee relationship between you and Walmart. Headings used in these BI Link Terms of Use are for reference purposes only and in no way define or limit the scope of the section. If any provision of these BI Link Terms of Use is held to be unenforceable for any reason, such provision will be reformed only to the extent necessary to make it enforceable and the other terms of these BI Link Terms of Use will remain in full force and effect. The failure of Walmart to act with respect to a breach of these BI Link Terms of Use by you or others does not constitute a waiver and will not limit Walmart's rights with respect to such breach or any subsequent breaches. You may not assign, transfer, or sublicense any or all of your rights or obligations under these BI Link Terms of Use without our express prior written consent. We may assign, transfer, or sublicense any or all of our rights or obligations under these BI Link Terms of Use without restriction. Any use of the term "including" or variations thereof in these BI Link Terms of Use will be construed as if followed by the phrase "without limitation." These BI Link Terms of Use will be governed by and construed under the laws of the State of Arkansas, without regard to conflicts of law principles. Notices to you (including notices of changes to these BI Link Terms of Use) may be made via posting to the BI Link documentation website or by e-mail (including in each case via links). Without limitation, a printed version of these BI Link Terms of Use and of any notice given in electronic form will be admissible in judicial or administrative proceedings based upon or relating to these BI Link Terms of Use to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.