Terms of Service
(last updated May 22, 2017)
The Terms and Conditions below (the "Terms") govern your access to and use of the RetailApps.io services operated through the website at retailapps.io, and any other web and software properties owned or controlled by RetailApps.io (collectively, the "Service"). By using the Service, you are agreeing to be bound by the Terms.
We reserve the right to update and change the Terms from time to time without notice. Any new features that augment or enhance the Service, including the release of new tools and resources, shall be subject to the Terms. Continued use of the Service after any such changes shall constitute your consent to such changes. You can review the most current version of the Terms at any time at http://retailapps.io/terms.
IF YOU DO NOT ACCEPT THESE TERMS, THEN YOU MAY NOT USE THE SERVICE.
Violation of any of the Terms will result in the termination of your account. You agree to use the Service at your own risk.
1. Eligibility & Account Creation
In order to use the Service, you must be the age of majority in your country and fully competent to understand and agree to the Terms. You may not use any part of the Service if you are under the age of 18, or if you have previously been removed from any part of the Service. You hereby represent and warrant to us that: (i) you have all requisite right, power and authority to enter into these Terms and perform your obligations and grant the rights, licenses and authorizations you grant hereunder; (ii) you and all of your subcontractors, agents and employees will comply with all applicable laws in the performance of your obligations and exercise of your rights under these Terms; and (iii) you will not use the Service for any purpose other than as contemplated herein. If you are using or opening an account on the Service on behalf of a retailer ("Retailer"), then you represent and warrant that you are an authorized representative of that Retailer with the authority to bind such Retailer to the Terms, and you hereby agree on behalf of such Retailer to be bound by the Terms. In such a case, references to "you" in these Terms will apply to you, your Retailer, and any other individual user authorized to use the Service on behalf of such Retailer.
During the creation of your account, you must provide a valid email address and any other information requested in order to complete the signup process ("Login Credentials"). You are solely responsible for maintaining the security of your Login Credentials and account. You agree to protect your account by guarding your Login Credentials, and to change it as soon as possible if you believe its security has been compromised. You may not disclose your Login Credentials to any third party (other than third parties authorized by you to use your account in accordance with these Terms) and are solely responsible for any use of or action taken using your Login Credentials. You also agree to notify us immediately if you believe your account has been used without your authorization. We cannot and will not be liable for any loss or damage from your failure to comply with this security obligation.
2. Your Responsibilities
You are responsible for all content posted and activity that occurs under your account (even when content is posted by others who have access to your account). You may not use the Service for any illegal or unauthorized purpose. You must not, in the use of the Service, violate any laws in your jurisdiction (including but not limited to copyright laws).
In connection with your use of the Service, you hereby authorize and grant us a worldwide, nonexclusive, royalty free, fully paid, sublicensable, transferable, right and license to store, index, and reproduce your trademarks and logos ("Marks") and other content you provide through the Service for display on the Service. We claim no other intellectual property rights over the material you provide through the Service. Your Marks, profile and materials uploaded remain yours.
You expressly understand and agree that we shall not be liable for any direct, indirect, incidental, special, consequential or exemplary damages, including but not limited to, damages for loss of profits, goodwill, use, data or other intangible losses (even if we have been advised of the possibility of such damages), resulting from your use of the Service.
Billing for your use of the Service will occur through third party software providers.
The Service is billed in advance on a monthly basis and is non-refundable. There will be no refunds or credits for partial months of service, upgrade/downgrade refunds, or refunds for months unused with an open account. In order to treat everyone equally, no exceptions will be made. All fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and you shall be responsible for payment of all such taxes, levies, or duties, excluding only United States (federal or state) taxes.
For any upgrade or downgrade in plan level, you will automatically be charged the new rate on your next billing cycle through the third party software provider. Downgrading your Service may cause the loss of content, features, or capacity of your account. We do not accept any liability for such loss.
4. Cancellation & Termination
You are solely responsible for properly canceling your account through the third party software provider.
If you cancel the Service before the end of your current paid up month, you will not be charged again and you will have access to the Service until the end of the paid up month.
We, in our sole discretion, have the right to suspend or terminate your account and refuse any and all current or future use of the Service, or any other service, for any reason at any time. Such termination of the Service will result in the deactivation or deletion of your account or your access to your account, and the forfeiture and relinquishment of all content in your account. We reserve the right to refuse service to anyone for any reason at any time.
5. Modification to the Service & Prices
We reserve the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Service (or any part thereof) with or without notice.
We shall not be liable to you or to any third party for any modification, price change, suspension or discontinuance of the Service.
5. General Conditions
Your use of the Service is at your sole risk. The service is provided on an "as is" and "as available" basis.
You must not modify, adapt or hack the Service or modify another website so as to falsely imply that it is associated with the Service or us.
You agree not to reproduce, duplicate, copy, sell, resell or exploit any portion of the Service, use of the Service, or access to the Service without the express written permission by RetailApps.io.
We may, but have no obligation to, remove content and accounts containing content that we determine in our sole discretion are unlawful, offensive, threatening, libelous, defamatory, pornographic, obscene or otherwise objectionable or violates any party’s intellectual property or these Terms.
Verbal, physical, written or other abuse (including threats of abuse or retribution) of any RetailApps.io customer, employee, member, or officer will result in immediate account termination.
You understand that the technical processing and transmission of the Service, including your content, may be transferred unencrypted and involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices.
You must not upload, post, host, or transmit unsolicited email, SMSs, or "spam" messages.
You must not transmit any worms or viruses or any code of a destructive nature.
If your usage significantly exceeds the average bandwidth usage (as determined solely by us) of other RetailApps.io customers, we reserve the right to immediately disable your account or throttle your account until you can reduce your bandwidth consumption.
We do not warrant that (i) the Service will meet your specific requirements, (ii) the Service will be uninterrupted, timely, secure, or error-free, (iii) the results that may be obtained from the use of the Service will be accurate or reliable, (iv) the quality of any products, services, information, or other material purchased or obtained by you through the Service will meet your expectations, and (v) any errors in the Service will be corrected.
You expressly understand and agree that we shall not be liable for any direct, indirect, incidental, special, consequential or exemplary damages, including but not limited to, damages for loss of profits, goodwill, use, data or other intangible losses (even if we have been advised of the possibility of such damages), resulting from: (i) the use or the inability to use the Service; (ii) the cost of procurement of substitute goods and services resulting from any goods, data, information or services purchased or obtained or messages received or transactions entered into through or from the Service; (iii) unauthorized access to or alteration of your transmissions or data; (iv) statements or conduct of any third party on the Service; (v) or any other matter relating to the Service.
The failure of RetailApps.io to exercise or enforce any right or provision of the Terms shall not constitute a waiver of such right or provision. The Terms constitutes the entire agreement between you and RetailApps.io and govern your use of the Service, superseding any prior agreements between you and RetailApps.io (including, but not limited to, any prior versions of the Terms).
Questions about the Terms should be sent to firstname.lastname@example.org.
6. No Warranties
AS SPECIFIED IN THE TERMS, THE SERVICE IS PROVIDED ON AN "AS IS" AND “AS-AVAILABLE” BASIS, WITHOUT WARRANTY OF ANY KIND, EXPRESS, STATUTORY, OR IMPLIED, INCLUDING, BUT NOT LIMTED TO WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY OR ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE PRACTICE. YOU FURTHER ACKNOWLEDGE THAT WE DO NOT WARRANT THAT: (I) THE OPERATION OF THE SERVICE WILL BE UNINTERRUPTED OR ERROR FREE; (II) FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; (III) THE SERVICE IS NOT VULNERABLE TO FRAUD OR UNAUTHORIZED USE; (IV) USE OF THE SERVICE WILL RESULT IN ANY SALES OR REVENUE OR OTHER BENEFIT TO YOU; OR (V) THE FEATURES, CATEGORIES, OR FUNCTIONALITIES OF THE SERVICE WILL BE AVAILABLE AT ANY TIME IN THE FUTURE. ALL UNIFORM COMMERCIAL CODE WARRANTIES ARE EXPRESSLY DISCLAIMED BY THE PARTIES.
7. Limitation of Liability
NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR SPECIAL DAMAGES, ARISING OUT OF OR RELATED TO THESE TERMS INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF INFORMATION, AND THE LIKE, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOU AGREE THAT RETAILAPPS.IO'S AGGREGATE LIABILITY TO YOU FOR ALL CLAIMS ARISING FROM THE USE OF THE SITE OR THE SERVICE IS LIMITED TO THE FEES PAID TO RETAILAPPS.IO BY YOU FOR THE SERVICE IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE ACTION GIVING RISE TO SUCH LIABILITY.
8. Force Majeure
We will not be liable for any delay or failure to perform any of our obligations under these Terms by reasons, events or other matters beyond our reasonable control.
Except as explicitly stated otherwise, legal notices shall be served on you at the email address you provide to RetailApps.io during the registration process.
Notice by email shall be deemed given 24 hours after the email is sent, unless we are notified that the email address is invalid.
10. No Agency
No agency, partnership, joint venture, employee-employer, or franchiser-franchisee relationship is intended or created by the Terms. We are not your agent, fiduciary, trustee, or representative. Nothing expressed or mentioned in or implied from the Terms is intended or shall be construed to give to any person other than the parties hereto any legal or equitable right, remedy, or claim under or with respect to the Terms. The Terms and all of the representations, warranties, covenants, conditions, and provisions hereof are intended to be and are for the sole and exclusive benefit of RetailApps.io and you.
These Terms and the rights and obligations hereunder are not transferable or assignable by either party without the prior written consent of the other party, provided, however, that either party may assign these Terms in whole as part of a reorganization, reincorporation, merger or sale of substantially all of such party's assets upon written notice to the other party. Any assignment in violation of the foregoing shall be null and void. Subject to the foregoing, these Terms shall inure to the benefit of and be binding upon the parties and their respective successors and permitted assigns. No waiver or modification of these Terms shall be valid unless in writing signed by each party. The waiver of a breach of any term hereof shall in no way be construed as a waiver of any other term or breach hereof. If any provision of these Terms is held to be unenforceable, such provision shall be reformed only to the extent necessary to make it enforceable. These Terms shall be governed by and interpreted in accordance with the law of the State of California in the United States applicable to agreements entered into and to be performed wholly in California. The parties agree to submit to the venue and jurisdiction of the City and County of San Francisco or the Northern District of California. The parties agree that the application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded. These Terms contains the complete agreement between the parties with respect to the subject matter hereof, and supersedes all prior or contemporaneous agreements or understandings, whether oral or written.