The license terms for Inventory Avenue software, including web, mobile, and scanning applications and related documentation.
Effective Date: October 2, 2026
Last Updated: October 2, 2026
This End User License Agreement ("Agreement") is a binding agreement between Backward Graphics LLC, doing business as Inventory Avenue ("Inventory Avenue," "we," "us," or "our"), and the organization or individual that accesses or uses the Software ("Customer," "you," or "your").
BY ACCESSING, INSTALLING, OR USING THE SOFTWARE, OR BY CLICKING TO ACCEPT THIS AGREEMENT, YOU AGREE TO BE BOUND BY IT. IF YOU ARE ACCEPTING ON BEHALF OF AN ORGANIZATION, YOU REPRESENT THAT YOU HAVE AUTHORITY TO BIND THAT ORGANIZATION. IF YOU DO NOT AGREE, DO NOT ACCESS, INSTALL, OR USE THE SOFTWARE.
This Agreement applies together with the Inventory Avenue Terms of Service, the Inventory Avenue Privacy Policy, and any Order. If there is a conflict, the following order of precedence applies: (a) a signed written agreement or Order between Customer and Inventory Avenue, (b) this Agreement, as to the license and use of the Software, and (c) the Terms of Service.
Subject to Customer's continued compliance with this Agreement and payment of all applicable fees, Inventory Avenue grants Customer a limited, non-exclusive, non-transferable, non-sublicensable, revocable license, during the term of Customer's authorized access, to access and use the Software and Documentation solely for Customer's internal business operations and solely through its Authorized Users.
The Software is licensed, not sold. Access to the Software is provided by invitation or approval. Inventory Avenue may decline or condition access at its discretion.
Except as expressly permitted in this Agreement or as applicable law requires despite this restriction, Customer will not, and will not permit any person to:
Customer is responsible for all use of the Software under its account and by its Authorized Users, whether or not Customer authorized that use. Customer will ensure that each Authorized User complies with this Agreement, that credentials are kept confidential and are not shared between individuals, and that access is promptly removed for any person who is no longer authorized.
Customer will notify Inventory Avenue promptly of any suspected unauthorized access or use.
Customer is responsible for obtaining and maintaining the devices, scanners, networks, operating systems, and third-party software needed to use the Software, and for their compatibility and security.
If Customer obtains an Inventory Avenue application through a third-party application marketplace, Customer's use is also subject to that marketplace's terms. The marketplace operator is not a party to this Agreement, has no obligation to provide support or maintenance for the application, and is not responsible for the application or for any claim relating to it.
Inventory Avenue and its licensors own and retain all right, title, and interest in and to the Software, the Documentation, and all related technology, designs, workflows, know-how, trademarks, logos, and other intellectual property, including all improvements, modifications, and derivative works, regardless of who suggested or requested them. No rights are granted by implication, estoppel, or otherwise. All rights not expressly granted in this Agreement are reserved.
As between the parties, Customer retains its rights in Customer Data. Customer grants Inventory Avenue the rights reasonably necessary to host, process, transmit, and otherwise use Customer Data to provide, maintain, secure, support, and improve the Software, as further described in the Terms of Service and the Privacy Policy.
Customer is solely responsible for the accuracy, quality, and legality of Customer Data, for having all rights and permissions needed for Inventory Avenue to process it, and for reviewing inventory, order, purchasing, accounting, tax, and financial records before relying on them.
The Software may interoperate with third-party services such as QuickBooks, Shopify, eBay, Amazon, and Walmart. Those services are provided by third parties under their own terms. Inventory Avenue does not control them, does not warrant them, and is not responsible for their availability, accuracy, changes, fees, or decisions, including any restriction or termination of API access.
Inventory Avenue may update, modify, or discontinue all or part of the Software at any time, and may require Customer to use the most recent version. Updates are part of the Software and are governed by this Agreement unless accompanied by separate terms.
Inventory Avenue has no obligation under this Agreement to provide support, maintenance, service levels, or any particular feature. Any such commitments exist only if stated in an Order.
Inventory Avenue may offer features identified as evaluation, pilot, preview, beta, or pre-release. These features are optional, are provided for evaluation only, may be changed or withdrawn at any time, and are provided "AS IS" without any warranty, support obligation, indemnity, or liability of any kind, to the maximum extent permitted by law.
If Customer or any Authorized User provides suggestions, ideas, or other feedback about the Software, Customer grants Inventory Avenue a perpetual, irrevocable, worldwide, royalty-free, fully paid, transferable, and sublicensable license to use that feedback for any purpose without restriction, attribution, or compensation.
Inventory Avenue may collect and use technical, diagnostic, and usage information about how the Software is accessed and used in order to operate, secure, support, analyze, and improve the Software. Inventory Avenue may use that information in aggregated or de-identified form for its business purposes, provided that it does not identify Customer or any individual. This section is subject to the Privacy Policy and to the requirements of any connected third-party platform.
The Software, the Documentation, non-public features and roadmaps, pricing, security information, and any other non-public information that Inventory Avenue discloses and that reasonably should be understood to be confidential are Inventory Avenue's confidential information. Customer will protect that information with at least reasonable care, will use it only as needed to use the Software under this Agreement, and will not disclose it to any third party other than Authorized Users who need to know it and are bound by obligations at least as protective. These obligations survive termination.
Inventory Avenue may monitor use of the Software to verify compliance with this Agreement. On reasonable written request, Customer will provide information reasonably necessary to confirm that its use complies with this Agreement and any Order. If use exceeds what Customer is authorized or has paid for, Customer will promptly pay the applicable fees for the excess use, without limiting any other remedy.
This Agreement begins when Customer first accepts it or first accesses the Software and continues until terminated.
Inventory Avenue may suspend or limit access immediately, without liability, if it reasonably believes that suspension is needed to address a security risk, prevent unlawful activity or harm, comply with law or a third-party platform requirement, or respond to non-payment or a breach of this Agreement.
Inventory Avenue may terminate this Agreement and the license (a) immediately on notice if Customer breaches Section 4, Section 7, or Section 13, (b) if Customer fails to cure any other material breach within thirty (30) days after notice, or (c) for convenience on thirty (30) days' notice, subject to any Order. The license terminates automatically when Customer's authorized access under an Order ends.
On termination, all licenses end, Customer will stop using the Software, and Customer will delete or return any copies of the Software and Documentation in its possession. Termination does not relieve Customer of fees accrued or payable. Sections 4, 7, 8, 11 through 14, and 16 through 24 survive termination.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SOFTWARE AND DOCUMENTATION ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND. INVENTORY AVENUE AND ITS LICENSORS DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ANY WARRANTY ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.
WITHOUT LIMITING THE FOREGOING, INVENTORY AVENUE DOES NOT WARRANT THAT THE SOFTWARE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; THAT INVENTORY QUANTITIES, SYNCHRONIZED RECORDS, OR ACCOUNTING DATA WILL BE ACCURATE, COMPLETE, OR CURRENT; THAT THE SOFTWARE WILL PREVENT OVERSELLING, STOCK DISCREPANCIES, OR DATA LOSS; OR THAT ANY THIRD-PARTY SERVICE WILL REMAIN AVAILABLE OR COMPATIBLE. THE SOFTWARE IS AN OPERATIONAL TOOL AND IS NOT ACCOUNTING, TAX, LEGAL, OR FINANCIAL ADVICE.
Some jurisdictions do not allow the exclusion of certain warranties, so some of the above exclusions may not apply. In that case, any required warranty is limited to the minimum scope and duration permitted by law.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, INVENTORY AVENUE AND ITS AFFILIATES, LICENSORS, AND SERVICE PROVIDERS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, SALES, BUSINESS, GOODWILL, OR DATA, INVENTORY SHRINKAGE OR DISCREPANCY, MARKETPLACE PENALTIES OR ACCOUNT ACTIONS, COST OF SUBSTITUTE GOODS OR SERVICES, OR BUSINESS INTERRUPTION, ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE SOFTWARE, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, INVENTORY AVENUE IS NOT LIABLE FOR ANY LOSS, DAMAGE, COST, OR EXPENSE ARISING FROM ANY ERROR, BUG, DEFECT, INACCURACY, OMISSION, DELAY, INTERRUPTION, OR FAILURE OF THE SOFTWARE, INCLUDING INCORRECT INVENTORY QUANTITIES, FAILED OR DELAYED SYNCHRONIZATION, OVERSELLING, MISSED OR DUPLICATED ORDERS, AND INCORRECT PURCHASING, SALES, OR ACCOUNTING RECORDS. INVENTORY AVENUE MAY, AT ITS DISCRETION, ATTEMPT TO CORRECT A REPORTED ERROR BUT HAS NO OBLIGATION TO DO SO. CUSTOMER'S SOLE AND EXCLUSIVE REMEDY FOR ANY SUCH ERROR OR FAILURE IS TO STOP USING THE SOFTWARE.
IF, DESPITE THE FOREGOING, ANY LIABILITY IS IMPOSED, THEN TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE TOTAL AGGREGATE LIABILITY OF INVENTORY AVENUE AND ITS AFFILIATES, LICENSORS, AND SERVICE PROVIDERS ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE SOFTWARE WILL NOT EXCEED THE SUBSCRIPTION FEES CUSTOMER PAID TO INVENTORY AVENUE FOR THE SOFTWARE FOR THE CALENDAR MONTH IN WHICH THE EVENT GIVING RISE TO THE CLAIM OCCURRED.
THESE LIMITATIONS APPLY EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE AND ARE A FUNDAMENTAL BASIS OF THE BARGAIN BETWEEN THE PARTIES. Any claim arising out of or related to this Agreement or the Software must be brought within one (1) year after the claim arose, or it is permanently barred, to the extent permitted by law.
Customer will defend, indemnify, and hold harmless Inventory Avenue and its affiliates, officers, directors, employees, and agents from and against any claims, damages, losses, liabilities, costs, and expenses, including reasonable attorneys' fees, arising out of or related to (a) Customer Data, (b) Customer's or its Authorized Users' use of the Software in breach of this Agreement or applicable law, (c) Customer's violation of the terms of a third-party platform, or (d) Customer's products, listings, or business operations.
Customer will comply with all applicable export control and sanctions laws. Customer represents that it and its Authorized Users are not located in, organized under the laws of, or ordinarily resident in a country or territory subject to comprehensive U.S. sanctions, and are not identified on any U.S. government restricted-party list. Customer will not permit access to or use of the Software in violation of those laws.
The Software and Documentation are "commercial computer software" and "commercial computer software documentation" as those terms are used in the applicable U.S. acquisition regulations. U.S. Government users acquire them with only the rights set out in this Agreement.
Customer acknowledges that a breach of Section 4, Section 7, or Section 13 would cause Inventory Avenue irreparable harm for which monetary damages would be inadequate. Inventory Avenue may seek injunctive or other equitable relief for any actual or threatened breach, without posting a bond or proving actual damages, in addition to any other remedy.
This Agreement is governed by the laws of the State of Utah, without regard to its conflict-of-law principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.
The state courts located in Davis County, Utah, and the federal courts for the District of Utah, have exclusive jurisdiction over any dispute arising out of or related to this Agreement or the Software, and each party consents to personal jurisdiction and venue in those courts. Inventory Avenue may nonetheless seek injunctive relief in any court of competent jurisdiction to protect its intellectual property or confidential information.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTY WAIVES ANY RIGHT TO A JURY TRIAL, AND ANY CLAIM MUST BE BROUGHT IN THE PARTY'S INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, OR REPRESENTATIVE PROCEEDING.
Inventory Avenue may update this Agreement from time to time. The updated version will be posted with a revised "Last Updated" date and applies from that date. Continued access to or use of the Software after an update is acceptance of the updated Agreement. If Customer does not agree, Customer must stop using the Software.
Inventory Avenue by Backward Graphics LLC
471 Deseret Dr Ste 3
Kaysville, UT 84037
United States
Email: [email protected]
