Terms of Service

1. Acceptance of Terms

By accessing or using Planogrammer™ ("the Service"), you agree to be bound by these Terms of Service ("Terms"). If you do not agree to these Terms, you may not access or use the Service.

These Terms constitute a legally binding agreement between you and Planogrammer. By creating an account or using the Service, you represent that you have the authority to enter into this agreement.

2. Description of Service

Planogrammer is a comprehensive planogram design and visualization platform designed for retail merchandising professionals, CPG brands, and retailers. The Service provides:

• 3D planogram design and visualization
• Product library management with custom product creation
• Shelf fixture configuration and customization
• Price tag and label management
• Project saving, export, and sharing capabilities
• Cloud-based project storage and collaboration

Access to the Service is currently by invitation only and is provided to select teams, partners, and pilot participants at the sole discretion of Goods. The Service is currently in beta and features may change without notice.

3. Account Registration and Security

Access to Planogrammer requires an invite code and account registration. You agree to:

• Provide accurate and complete registration information
• Maintain the confidentiality of your account credentials
• Notify us immediately of any unauthorized access or security breach
• Accept responsibility for all activities that occur under your account
• Not share your invite code or account access with unauthorized parties

We reserve the right to suspend or terminate accounts that violate these Terms.

4. Acceptable Use

You agree not to:

• Use the Service for any unlawful purpose or in violation of any applicable laws
• Attempt to reverse engineer, decompile, or disassemble the Service
• Interfere with or disrupt the integrity or performance of the Service
• Attempt to gain unauthorized access to the Service or its related systems
• Use the Service to transmit malicious code or harmful content
• Resell, redistribute, or sublicense the Service without authorization
• Use automated systems to access the Service in a manner that exceeds reasonable use

5. Intellectual Property

Our Property: Planogrammer™ is wholly owned by Lehmann Group LLC, doing business as Goods Intelligence. Lehmann Group LLC retains all rights, title, and interest in and to the Service, including all related intellectual property rights, trademarks, trade names, source code, algorithms, methodologies, user interface designs, and documentation. The Service is protected by copyright, trademark, trade secret, and other intellectual property laws of the United States and other jurisdictions. You may not copy, modify, distribute, or create derivative works based on the Service without our express written permission.

Your Data: You retain ownership of all business data, planogram designs, product images, and content you create using the Service. By using the Service, you grant Planogrammer a limited license to process, store, and display your data solely for the purpose of providing the Service to you.

Third-Party Brands, Products, and Nominative Fair Use

Planogrammer is a planogram design and visualization tool used to model how real-world consumer products may appear on a shelf, fixture, or in a store environment. In the course of that work, the Service may display 3D representations, approximations, packaging artwork, label imagery, color palettes, shapes, or other visual references of third-party consumer products and brands. Any such depictions are made in good faith for the limited, descriptive, and comparative purpose of merchandising planning, spatial visualization, and shelf-set illustration — a use commonly recognized as nominative fair use.

All third-party trademarks, trade dress, product names, packaging designs, logos, and brand imagery are the exclusive property of their respective owners. Their depiction within Planogrammer:

• Does not imply any sponsorship, endorsement, partnership, affiliation, certification, or approval by the brand or rights holder;
• Does not assert any claim of ownership, license, or proprietary interest by Lehmann Group LLC, Goods Intelligence, Planogrammer, or its users in those third-party marks or works;
• Is not intended to be used as packaging artwork, marketing material, point-of-sale collateral, or any commercial product representation distributed outside of internal merchandising planning and decision-support contexts.

Renderings produced by the Service are stylized approximations intended to support spatial planning and are not certified, color-accurate, or dimensionally exact reproductions of any product. Users are solely responsible for ensuring that their particular use of any third-party brand imagery within or exported from the Service complies with applicable trademark, copyright, trade dress, advertising, and unfair-competition laws in their jurisdiction, and with any agreements they may have with the rights holders.

If you are a brand owner and believe a depiction within the Service exceeds the bounds of nominative fair use or is otherwise objectionable, please contact us and we will review and, where appropriate, remove or modify the relevant content in good faith.

6. User Data, Content, and Data Input Warranty

You are solely responsible for the accuracy and legality of the data you input into the Service.

Administrative Access to User Data

You acknowledge and agree that Planogrammer administrators may access your projects, accounts, and data stored in the Service for the following purposes:

• Providing customer service and technical support
• Delivering consulting services (if engaged)
• Troubleshooting errors, investigating reported issues, and improving the Service
• Enforcing these Terms of Service
• Complying with legal obligations

This administrative access is limited to authorized personnel, is exercised only for legitimate business purposes, and is logged for accountability. By using the Service, you consent to this administrative access. If administrative access to your data is not acceptable for your use case, you should not agree to these Terms. Please contact us before registration to discuss alternative arrangements.

Comprehensive Data Input Warranty

By using Planogrammer, you represent and warrant that for ALL information, data, and files you input, upload, or share with the Service (including but not limited to product images, SKU specifications, pricing data, planogram designs, retailer/distributor details, and any uploaded documents):

• You have the full legal right to input, share, and process this information
• You have obtained any necessary authorizations from employers, clients, trading partners, or other data owners
• Your use does not violate any confidentiality agreements, non-disclosure agreements, or other contractual obligations you may have
• Your use does not infringe on any third party's intellectual property, trade secrets, or proprietary rights
• You accept sole responsibility for ensuring compliance with any applicable data protection or confidentiality requirements

You agree to indemnify and hold harmless Lehmann Group LLC from any claims, damages, or liabilities arising from your input of data you were not authorized to share.

We do not claim ownership of your data. Upon account deletion, your data will be permanently removed in accordance with our Privacy Policy.

7. Service Availability and Technical Safeguards

We implement reasonable administrative, technical, and organizational safeguards consistent with industry standards to protect the security, confidentiality, and integrity of your data. However, you acknowledge that no software system is immune to errors, and the Service may experience bugs, downtime, or technical failures.

Limitation for Non-Willful Technical Errors

In the event of a non-malicious, unintentional technical error (including but not limited to code deployment errors, database misconfigurations, or infrastructure failures) that results in a limited-duration data incident that is promptly remediated upon discovery, we shall not be liable for:

• Temporary, unintended exposure of data to other users or third parties
• Temporary corruption or unavailability of data
• Service interruptions or degraded functionality

Our sole obligation in such circumstances is to use commercially reasonable efforts to identify and correct errors promptly upon discovery.

User Notification Responsibility

You agree to notify us promptly if you observe any potential security issue, data exposure, or system malfunction. Failure to promptly report known issues may impair our ability to mitigate harm and may be considered when evaluating available remedies.

Preserved Liability

This limitation applies only to non-willful, unintentional technical errors occurring despite our implementation of reasonable safeguards. Nothing in this section limits our liability for intentional misconduct, gross negligence, or willful violations of applicable data protection laws.

8. Data Incident Response

In the event we become aware of a security incident that may have resulted in unauthorized access to user data, we will:

• Investigate the incident promptly
• Take reasonable steps to mitigate any ongoing exposure
• Notify affected users within a reasonable timeframe as required by applicable law
• Provide information about the nature of the incident and recommended protective actions

Our notification of a security incident does not constitute an admission of fault, liability, or wrongdoing. Nothing in this section limits your rights under applicable data protection laws, including GDPR where applicable.

9. Disclaimer of Warranties

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

Planogrammer does not warrant that:

• The Service will be uninterrupted, timely, secure, or error-free
• The results obtained from the Service will be accurate or reliable
• Any errors in the Service will be corrected within any particular timeframe

Software Defects: As a software service under active development, Planogrammer may contain bugs, errors, or defects. While we apply reasonable quality assurance and security practices, we provide no warranty that the software is free of defects.

Planogram Designs: The planogram designs, visualizations, and layouts generated by the Service are for informational and planning purposes only. They are not guarantees of actual retail performance and should not be the sole basis for merchandising decisions.

10. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL PLANOGRAMMER, ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO:

• Loss of profits, revenue, or business opportunities
• Loss of data or data corruption due to technical failures occurring despite reasonable safeguards
• Business interruption or service unavailability
• Damages arising from reliance on any planogram designs or visualizations
• Temporary, non-malicious data visibility issues resulting from software bugs or misconfigurations that are promptly remediated
• Third-party service outages, including cloud infrastructure, storage services, or authentication providers

Our total liability for any claims arising from or related to the Service shall not exceed the amount you paid for the Service in the twelve (12) months preceding the claim.

Preserved Liability: Nothing in this section shall limit our liability for intentional misconduct, gross negligence, or willful violations of applicable data protection laws. This limitation of liability operates in conjunction with, and does not supersede, our obligations under applicable data protection regulations.

11. Indemnification

You agree to indemnify, defend, and hold harmless Planogrammer and its affiliates, officers, directors, employees, and agents from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising from or related to:

• Your use of the Service
• Your violation of these Terms
• Your violation of any third-party rights
• Any data or content you submit to the Service
• Your input of data you were not authorized to share or process

12. Termination, Suspension, and Service Discontinuation

By You: You may terminate your account at any time by deleting your account through the Account Settings page. Upon termination, your data will be permanently deleted.

By Us: We may suspend or terminate your access to the Service at any time, with or without cause or notice. Grounds for suspension or termination include, but are not limited to:

• Violation of these Terms of Service
• Failure to pay any applicable fees when due
• Fraudulent, abusive, or illegal activity
• Extended periods of inactivity
• Any reason or no reason, at our sole discretion

Non-Payment: We may immediately suspend or terminate your access upon failure to pay any applicable fees when due. We may, in our sole discretion, provide a grace period for late payments, but are under no obligation to do so. Suspension for non-payment does not relieve you of your obligation to pay outstanding amounts.

Suspension vs. Termination: At our discretion, we may choose to suspend (temporarily restrict access) or terminate (permanently end) your account. Suspension may preserve your data temporarily, while termination results in permanent data deletion. We are under no obligation to choose suspension over termination in any circumstance.

Service Modification and Discontinuation: We reserve the right to modify, suspend, or discontinue the Service (or any part or feature thereof) at any time, with or without notice, for any reason. We shall not be liable to you or any third party for any modification, suspension, or discontinuation of the Service.

Effect of Termination: Upon termination, your right to access the Service ceases immediately. We are not obligated to retain, export, or provide copies of your data following termination. Sections 5, 6, 7, 8, 9, 10, 11, 14, and 15 shall survive termination.

13. Changes to Terms

We reserve the right to modify these Terms at any time. We will provide notice of material changes by updating the "Last updated" date at the top of this page and, when appropriate, by notifying you via email or through the Service.

Your continued use of the Service after any changes constitutes your acceptance of the new Terms. If you do not agree to the modified Terms, you should stop using the Service and delete your account.

14. Governing Law and Disputes

These Terms shall be governed by and construed in accordance with the laws of the State of New Jersey and the United States, without regard to conflict of law provisions.

Any disputes arising from these Terms or your use of the Service shall be resolved through good-faith negotiation between the parties. If negotiation fails, disputes shall be submitted to binding arbitration in accordance with the rules of the American Arbitration Association.

15. Severability

If any provision of these Terms is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that these Terms will otherwise remain in full force and effect.

16. Entire Agreement

These Terms constitute the entire agreement between you and Planogrammer regarding your use of the Service and supersede all prior agreements and understandings.

17. Contact Information

Planogrammer™ is wholly owned and operated by Lehmann Group LLC, doing business as Goods Intelligence, a New Jersey Limited Liability Company. All intellectual property rights in the Service are exclusively owned by Lehmann Group LLC.

If you have any questions about these Terms of Service, please contact us at the email address associated with your account administration.

For information about how we collect and use your data, please review our Privacy Policy.