If you are entering into these terms on behalf of a company, organization or another legal entity, you are agreeing to these terms for that entity and representing to ShelfLife that you have the authority to bind such entity and its affiliates to these terms, in which case the terms “you,” “your” or a related term shall refer to such entity. If you do not have such authority, or if you do not agree with these terms, you must not accept these Terms and may not use the Platform.
Access and Use of the Platform
Grant of Access to Services. We offer our Services and access to our Platform on a subscription basis. Subject to your payment of applicable subscription fees, as set out in your Order (“Fees”), and subject to your compliance with these Terms, ShelfLife hereby grants you a non-exclusive, non-transferable, non-sublicensable, revocable, and limited right to access and use the Platform during the term identified in your Order, solely for your internal business operations. Access to the Platform is permitted only to your employees, consultants, contractors, and agents who are (i) authorized by you to access and use the Platform (“Authorized Users”). You may specify one or more administrators who will have the rights to manage your account with us. You are responsible for: (a) maintaining the confidentiality of the password of your account; (b) designating those individuals who are authorized to access the account; and (c) ensuring that all activities that occur in connection with the account comply with these Terms.
The Platform may include license protection mechanisms that are designed to manage and protect our intellectual property rights and those of our third-party suppliers. You must not modify or alter those features to try to defeat the license protection mechanisms.
Reservation of Rights. The Platform and all copies thereof are protected by copyright and other intellectual property laws and treaties. ShelfLife, its licensors, or its third-party suppliers, own the title, copyright, and all other intellectual property rights in and to the Platform (including, but not limited to, any content, underlying software, images, icons, text files, pdfs included in or with the Platform), provided to you or any other Authorized User, and any information, data, or other content derived from ShelfLife’s monitoring of your access to or use of the Platform, (collectively “ShelfLife IP”). You may copy these Terms. But you may not copy any content or printed materials accompanying the Platform. Except for the limited rights and licenses expressly granted under these Terms, nothing in these Terms grants, by implication, waiver, estoppel, or otherwise, to you or any third party any intellectual property rights or other right, title, or interest in or to ShelfLife IP. ShelfLife reserves all rights not expressly granted to you in these Terms. For the avoidance of doubt, ShelfLife IP does not include your User Content (defined in Section 2 below).
Feedback. If you or any of your employees, contractors, or agents sends or transmits any communications, comments, questions, suggestions, or the like, or materials to ShelfLife by mail, email, telephone, or otherwise, suggesting or recommending changes to the Platform, including without limitation, new features or functionality ("Feedback"), ShelfLife is free to use such Feedback without any other obligation or limitation governing such Feedback. All Feedback is and will be treated as non-confidential. You hereby assign to ShelfLife on your behalf, and shall cause your employees, contractors, and agents to assign, all right, title, and interest in and to such Feedback, and ShelfLife free to use, without using your name, and without any attribution or compensation to you or any third party, any ideas, know-how, concepts, techniques, or other intellectual property rights contained in the Feedback, for any purpose whatsoever, although ShelfLife is not required to use any Feedback.
Suspension and Termination Remedies. In certain circumstances, ShelfLife may temporarily suspend your, and any other Authorized User's, access to any portion or all of the Platform if: (i) ShelfLife reasonably determines that (A) there is a threat or attack on the Platform or any of the ShelfLife IP; (B) you or any other Authorized User's use of the ShelfLife IP disrupts or poses a security risk to the Platform or to any other customer or vendor of the Platform; (C) you or any other Authorized User is using the ShelfLife IP for fraudulent or illegal activities; (D) subject to applicable law, ShelfLife have ceased to continue its business in the ordinary course, made an assignment for the benefit of creditors or similar disposition of its assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution, or similar proceeding; or (E) ShelfLife’s provision of the Platform to you or any other Authorized User is prohibited by applicable law; (ii) any vendor of ShelfLife has suspended or terminated ShelfLife’s access to or use of any third-party services or products required to enable you to access the Platform (a "Suspension"). ShelfLife shall use commercially reasonable efforts to provide written notice of any Suspension to you and to provide updates regarding resumption of access to the Platform following any Suspension. ShelfLife shall use commercially reasonable efforts to resume providing access to Platform as soon as reasonably possible after the event giving rise to the Suspension is cured. ShelfLife will have no liability for any damage, liabilities, losses (including any loss of or profits), or any other consequences that you or any other Authorized User may incur as a result of a Suspension. Without limiting any other right of ShelfLife, any material violation by you or your employees, contractors or agents of these Terms will result, without notice from ShelfLife, in the immediate termination of your access to the Platform.
Your User Content
As between you and ShelfLife, you own all information, data (other than Aggregated Statistics collected by us or our website), and other content, in any form or medium, that is submitted, posted, or otherwise transmitted by or on behalf of you or any other Authorized User through the Platform (“User Content”). You hereby grant to ShelfLife a non-exclusive, royalty-free, worldwide license to reproduce, distribute, and otherwise use and display the User Content and perform all acts with respect to the User Content as may be necessary for ShelfLife to provide the Platform and Services.
You represent and warrant that User Content and our use of User Content will not violate any policy or terms referenced in or incorporated into these Terms or any applicable law. You represent and warrant that you have all necessary rights in User Content to permit its use in the Platform without infringing the rights of any copyright owners, violating any applicable laws, or violating the terms of any license or agreement to which you are bound. You are solely responsible for your User Content. You acknowledge ShelfLife does not screen User Content but that ShelfLife shall have the right (but not the obligation) to refuse, move, or delete any of User Content that violates these Terms, in its sole discretion. You acknowledge and agree that ShelfLife may disclose User Content if required to do so by law or in the good faith belief that such disclosure is reasonably necessary to (a) comply with legal requirements; (b) enforce these Terms; (c) respond to claims that any of User Content violates the rights of third parties; or (d) protect our rights, property, or personal safety and those of the users and the public.
ShelfLife is not responsible to you or any third party for unauthorized access to User Content or the unauthorized use of the Platform. You are responsible for the use of the User Content on the Platform by any person who gains access to User Content or the Platform as a result of your failure to use reasonable security precautions, even if such use was not authorized by you. ShelfLife is not responsible for any User Content that includes any personal data that you submit to the Platform. You shall have the sole responsibility for adequate protection and backup of any of User Content used in connection with the use of the Platform.
Acceptable Use Policy. The Platform may not be used for unlawful, fraudulent, offensive, or obscene activity. You will comply with all terms and conditions of these Terms, all applicable laws, rules, and regulations, and all guidelines, standards, and requirements that may be posted on the Site or Platform from time to time.
Account Use. You shall use reasonable efforts to make all Authorized Users aware of these Terms’ provisions as applicable to such Authorized User's use of the Platform and shall cause Authorized Users to comply with such provisions. You are responsible and liable for all uses of the Platform and Documentation resulting from access provided by you, directly or indirectly, whether such access or use is permitted by or in violation of these Terms. Without limiting the generality of the foregoing, you are responsible for all acts and omissions of Authorized Users, and any act or omission by an Authorized User that would constitute a breach of these Terms if taken by you will be deemed a breach of these Terms by you.
Passwords and Access Credentials. You are responsible for keeping your and your Authorized Users passwords and access credentials associated with the Platform confidential. You will not sell or transfer such passwords and access credentials to any other person or entity. You will promptly notify ShelfLife about any unauthorized access to your or your Authorized Users passwords or access credentials.
Third-Party Websites. The Platform may contain links to third-party websites or resources. You acknowledge and agree that ShelfLife is not responsible or liable for: (a) the availability or accuracy of such websites or resources; or (b) the content, products or services on or available from such websites or resources. Links to such websites or resources do not imply any endorsement by ShelfLife of such websites or resources or the content, products or services available from such websites or resources. You acknowledge sole responsibility for and assume all risk arising from your use of any such websites or resources or the content, products, or services on or available from such websites or resources.
ShelfLife’s Platform may contain services that are developed, provided and maintained by a third-party provider (“Integrated Services”). These Integrated Services comprise certain of the ShelfLife’s Platform and are provided to you as an option that may be enabled and used as part of the Platform. Integrated Services are governed by these Terms (in addition to any third-party terms of service) or additional policies or guidelines at the time the you register or accesses any other ShelfLife Platform.
If you elect to use any of the Integrated Services that may facilitate CRM or marketing campaigns, you understand and agree that (a) you are solely responsible for its operation of these services in compliance with all applicable laws in all jurisdictions governing use of the Platform by you and your Authorized Users, including but not limited to spam laws, telephone recording, and wiretapping laws, and (b) you will defend, hold harmless and indemnify ShelfLife from and against any third-party claim arising from any of the foregoing. You agree that you will obtain consent from each Authorized User to receive communications of the nature provided via the Integrated Services that are for communication, to the extent required by law, and by using such Integrated Services you represent and warrant to ShelfLife that it has obtained such consent.
Fees And Payment
In consideration of the licenses granted to you and your access to the Platform specified on your Order, you must pay all Fees within the period indicated in the applicable Order or as otherwise provided in our pricing terms and in the manner directed at the time of the execution of the Order. ShelfLife reserve the right to change the Fees. You shall provide ShelfLife with accurate information, including, but not limited to, account permissions, billing, and other account information. All Fees are exclusive of all taxes, levies and duties imposed by taxing authorities and you shall be responsible for payment of such taxes. You agree to pay for any taxes that are applicable to your use of the Platform and payments you make to ShelfLife.
ShelfLife partners with the third-party payment processors who handle all payment of Fees. Such third-parties may have their own terms and conditions, with which you are solely responsible to review and comply. ShelfLife reserves the right to add or discontinue any payment method at any time and without notice. If ShelfLife is unable to effect payment of Fees, ShelfLife will attempt to notify you via email. ShelfLife may disable your access to the Platform until payment is received. You agree to pay interest of 1.5%, or the highest rate permitted by law, incurred by ShelfLife to collect any unpaid amounts owed by you. Until your applicable Order to access the Platform is terminated, you acknowledge and understand that ShelfLife will continue to charge you for your access to the Platform regardless of whether the Platform is used or until you notify ShelfLife to cancel your Order.
Orders. You understand that ShelfLife does not manufacture, store, or inspect any of the products or services sold through Platform. Products and services offered on the Platform are produced, listed, and sold directly by independent third parties (“Third-Party Vendors”). The Platform provides an order form for you to order and sell products and services from the Third-Party Vendors (“Platform Orders”). Platform Orders can only be submitted through the Platform. Once ShelfLife has accepted a Platform Order it becomes a binding agreement between you and the Third-Party Vendor. You acknowledge and agree that any transaction you enter into as either a buyer or seller does not in any way carry any express or implied warranty regarding any item’s quality, safety, fitness for any purpose, its authenticity, its origin and/or legal ownership or title, or even its legality. You hereby expressly acknowledge and agree that any legal claim related to or arising out of any item you purchase or sell through the Platform may only be brought directly against the Third-Party Vendor, and under no circumstances may ShelfLife be made a party to any such claim or action. SHELFLIFE DISCLAIMS ALL LIABILITY AND RESPONSIBILITY FOR ANY PRODUCTS OR SERVICES SOLD THROUGH THIRD-PARTY VENDORS OR FOR THE ACTS OR OMISSIONS OF ANY THIRD PARTY VENDORS AVAILABLE THROUGH THE PLATFORM.
Review. ShelfLife may review and reject any Platform Order for any reason. You will have the opportunity to resubmit a Platform Order once corrections have been made. At the time of the Platform Order placement, ShelfLife may reference a to-be-determined tax and/or freight cost that will be included on a future invoice. These costs are estimates only and are subject to change once the final costs are determined. You are required to pay all actual taxes and freight costs directly from the Third-Party Vendor that are included on invoices. By buying or selling products or services on the Platform, you agree to comply with any laws, regulations, permits, manufacturer’s instructions or warranties regarding the sale, transfer, use, or operation of those products or services. We may prohibit some products and services from being offered on the Platform. ShelfLife reserves the right to remove listings that ShelfLife determines are not within the scope of the Platform.
Platform Order Prices. Third-Party Vendors set their own prices. All prices, discounts, and promotions posted on the Platform are subject to change without notice. The price charged for a product or service will be the price in the invoice form the third-party vendor. Posted prices do not include taxes, platform fees, or charges for shipping and handling. All such taxes and fees will be added to your merchandise total, and will be itemized. We reserve the right to correct any errors, inaccuracies, or omissions at any time and to cancel any orders arising from such occurrences.
Returns and Refunds. Except for any products designated on the Platform or as provided through The Third-Party Vendor, all Platform Orders through the Platform are non-returnable and non-refundable. SHELFLIFE DOES NOT OFFER RETURNS OR REFUNDS ON ANY PRODUCTS OR SERVICES SOLD THROUGH THE PLATFORM. For all returns or refunds, please contact the applicable Third-Party Vendor.
Manufacturer's Warranty and Disclaimers. ShelfLife does not manufacture or control any of the products or services available through a Platform Order. The availability of products or services through the Platform does not indicate an affiliation with or endorsement of any product, service or manufacturer by ShelfLife. Accordingly, we do not provide any warranties with respect to the products or services available through a Platform Order on our Platform.
You agree that all information, know-how, business, technical and financial information disclosed to you by ShelfLife constitutes ShelfLife’s confidential property (“Confidential Information”). Any intellectual property, the underlying technology, and any performance information relating to or regarding the Platform shall be Confidential Information of ShelfLife without any requirement for marking or further designation. Except as expressly authorized herein, you will hold in strict confidence and not use or disclose any Confidential Information. Your nondisclosure obligation shall not apply to any information that you can document: (i) was rightfully in your possession or known to you on a non-confidential basis prior to receipt of the Confidential Information; (ii) is or has become public knowledge through no fault of yours or your Authorized Users; (iii) is rightfully obtained by you from a third party without breach of any confidentiality obligation; or (iv) is independently developed by you or your employees who did not have access to or make use of any of our Confidential Information. You may also disclose Confidential Information if required pursuant to a regulation, law or court order (but only to the minimum extent required to comply with such regulation or order and with advance notice to ShelfLife). You acknowledge that disclosure of Confidential Information would cause substantial and irreparable harm for which damages alone would not be a sufficient remedy, and therefore that upon any such disclosure by you, ShelfLife shall be entitled to appropriate equitable relief, without the necessity of posting of bond, in addition to whatever other remedies ShelfLife might have at law.
We will not use your trade name or trademarks without your approval. If you grant ShelfLife the right to include your name, company name, logo, and/or likeness that you provide (in full or in part) to ShelfLife, on the Platform, in promotional material, on our website, in corporate presentations, and financial reports, you can revoke this right at any time by contacting ShelfLife at firstname.lastname@example.org to request to be excluded from future Platform promotional material. Requests may take up to thirty (30) calendar days to process.
Both parties agree to comply with all applicable export laws and regulations.
In the event the Services become, or in ShelfLife’s opinion may become, the subject of a claim of infringement of any third-party right, ShelfLife may, at ShelfLife’s sole option and discretion: (i) procure for you the right to use the Services free of any liability; (ii) replace or modify the Services to make it non-infringing; or (iii) refund any Fees paid by you for the current support period for that Service and terminate your license to use that Service going forward. You will defend or settle and hold ShelfLife harmless, at your expense, from any losses, liabilities, costs, or expenses (including reasonable attorneys’ fees) resulting from any action brought against ShelfLife by a third party arising from use of the Platform by you or your Authorized Users. The party entitled to indemnification under this MSA ("Indemnitee") agrees to give the party from whom indemnification is sought ("Indemnitor") prompt written notice of any claim subject to indemnification. Indemnitor shall have the right to defend against any such claim with counsel of its own choosing and to settle such claim as Indemnitor deems appropriate, provided that Indemnitor will not enter into any settlement that has a material adverse effect on Indemnitee's rights without Indemnitee's prior written consent. Where an Indemnitor has been given notice of a claim and assumed its responsibility to defend with respect thereto, the Indemnitor shall not be required to indemnify an Indemnitee for any amounts paid or payable by the Indemnitee in the settlement of any claim which was agreed to without the written consent of the Indemnitor, which consent shall not be unreasonably withheld, conditioned or delayed. Indemnitee agrees to reasonably cooperate with Indemnitor in the defense and settlement of any such claim.
ShelfLife does not make any representations or warranties concerning the Platform or its content and shall not be responsible or liable for the accuracy, copyright compliance, or legality of, contained in or accessed through the Platform. THE PLATFORM IS PROVIDED BY THE SHELFLIFE ON AN “AS-IS” BASIS, WITHOUT ANY WARRANTIES OR ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND/OR WARRANTIES THAT MAY ARISE OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OR TRADE PRACTICE AND/OR ANY WARRANTIES OR REPRESENTATION OF ANY KIND THAT THE PLATFORM WILL MEET YOUR REQUIREMENTS, ACHIEVE ANY INTENDED RESULTS, BE COMPATIBLE OR WORK WITH ANY OTHER SOFTWARE, HARDWARE, APPLICATIONS, SYSTEMS OR SERVICES, THAT THE PLATFORM WILL OPERATE WITHOUT INTERRUPTION OR DOWNTIME OR THAT IT IS FREE FROM ERRORS, VIRUSES OR OTHER HARMFUL COMPONENTS. SHELFLIFE SHALL NOT BE LIABLE FOR DELAYS, INTERRUPTIONS, SERVICE FAILURES AND OTHER PROBLEMS INHERENT IN USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS OR OTHER SYSTEMS OUTSIDE THE REASONABLE CONTROL OF SHELFLIFE.
Limitation of Liability
TO THE FULL EXTENT ALLOWED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (INCLUDING, WITHOUT LIMITATION, TORT, CONTRACT, STRICT LIABILITY, OR OTHERWISE) SHALL SHELFLIFE BE LIABLE TO YOU OR TO ANY OTHER PERSON FOR ANY INDIRECT, INCIDENTAL, EXEMPLARY, SPECIAL OR CONSEQUENTIAL DAMAGES (SUCH AS LOSS OF INCOME; LOSS OF BUSINESS PROFITS OR CONTRACTS; BUSINESS INTERRUPTION; LOSS OF THE USE OF MONEY OR ANTICIPATED SAVINGS; LOSS OF INFORMATION; LOSS OF OPPORTUNITY, GOODWILL OR REPUTATION; LOSS OF, DAMAGE TO OR CORRUPTION OF DATA). ALL THE FOREGOING LIMITATIONS SHALL APPLY EVEN IF SHELFLIFE HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL SHELFLIFE’S AGGREGATE LIABILITY UNDER ANY CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS AND/OR YOUR USE OF THE PLATFORM EXCEED THE GREATER OF (I) $100.00. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES, SO ONLY PORTIONS OF THE ABOVE LIMITATIONS AND EXCLUSIONS MAY APPLY TO YOU.
Cancellation and Termination
If you cancel your Order, you will be responsible for all costs, expenses, and the balance of any remaining Fees due or payable under your account through the end of the then-current term. To cancel, you must do so in writing, by sending an email to email@example.com. ShelfLife may terminate your access to the Platform in its sole discretion upon notice. If we terminate without cause, we will reimburse any unused Fees. Upon any termination, you shall immediately discontinue use of the Platform.
Assignment. You may not assign, delegate or transfer these Terms or your rights or obligations hereunder, or your Platform account, in any way (by operation of law or otherwise) without ShelfLife’s prior written consent. ShelfLife may transfer, assign, or delegate these Terms and our rights and obligations without consent or notice.
Severability. If any term in these Terms is found to be unenforceable or contrary to law, it will be modified to the extent necessary to make it enforceable, and the remaining portions of these Terms will remain in full force and effect.
Waiver. No waiver of any right under these Terms will be deemed effective unless contained in writing signed by a duly authorized representative of the party against whom the waiver is to be asserted, and no waiver of any past or present right arising from any breach or failure to perform will be deemed to be a waiver of any future rights arising out of these Terms.
Choice of Law. The parties agree that these Terms will be governed by and construed and interpreted in accordance with the laws of the State of New York in the United States. The parties irrevocably and unconditionally submit to the non-exclusive jurisdiction of the federal and state courts of Albany, New York. The terms of the United Nations Convention on Contracts for the Sale of Goods do not apply to these Terms. Nothing in this Agreement will limit either party’s ability to seek equitable relief.
Contact Information. For communications concerning these Terms, please email firstname.lastname@example.org.
Survival. Any right, obligation, or required performance of the parties in these Terms which, by its express terms or nature and context is intended to survive termination or expiration of these Terms, will survive any such termination or expiration.