Last Revised: June 1, 2015
- Registration and User Account; Changes.
- 1.1 In order to use the Services, you will be required to register and create a user account and enter into a Service Order (“User Account”). After you register a User Account, StoreMaven will contact you through the contact details you provided, and assist you to complete the registration and Mobile Landing Page setup process. You acknowledge and agree: (i) to keep, and ensure all User Account login details and passwords secure at all times; (ii) to remain solely responsible and liable for the activity that occurs in your User Account, (iii) that the login details may only be used by you; and (iv) to promptly notify StoreMaven in writing if you become aware of any breach, unauthorized access or use of your User Account or the Platform. You must provide all information as requested by StoreMaven in the registration process and with respect to any Services you request, and you represent and warrant that all such information shall be accurate and complete. You shall keep such information up-to-date. You shall immediately notify StoreMaven if there is a security breach of your User Account.
- 1.2 We may change the Platform or the Mobile Landing Pages at any time due to improvements or maintenance required for the stability and user experience of the Platform or the Mobile Landing Pages.
- License and Restrictions.
- 2.1 Subject to these Terms, we hereby grant you a limited, revocable, non-exclusive, non-transferable, non-sublicensable, license to access and use the Site and Content of the site.
- 2.2 Subject to these Terms and during the term of the Service Order, we hereby grant you a limited, revocable, non-exclusive, non-transferable, non-sublicensable license to use the Platform, the Mobile Landing Pages, the StoreMaven Content (as defined below) together with related documentation in order to receive the Services for your own internal uses.
- 2.3 As a Client, you hereby grant StoreMaven a royalty free, fully paid, non-exclusive, revocable, non-assignable, non-transferable, non-sublicensable, worldwide license to use, access, adjust and display Data, Client Content (as defined below) and other content you provide to us, solely for the purpose of: (i) generating and providing the Reports to you and other functions related to the Platform; (ii) administering and making improvements to the Services, as well as carrying out related tasks; and (iii) collecting and analyzing aggregated statistics, metrics, insights, and general trend data about the Platform for, amongst other things, StoreMaven’s marketing and promotional purposes.
- 2.4 Except as set forth expressly herein and as a condition to the above license grant under Section 2.1 and 2.2, you shall not, and shall not permit any third party, to (i) sell, lease, sublicense or distribute the Platform, the Mobile Landing Pages and/or StoreMaven Content, or any part thereof, or otherwise bypass any security measure of StoreMaven with respect to the Platform or Services; (ii) reverse engineer, or attempt to reduce to human-perceivable form the source code of the Platform or any third party software provided by StoreMaven in connection with the Platform, Mobile Landing Pages and/or StoreMaven Content (“Third Party Software”); (iii) modify, revise, enhance, or alter the Platform, Mobile Landing Pages and/or StoreMaven Content except as expressly permitted by StoreMaven hereunder; (iv) copy, emulate, make derivative works, or allow copies, emulations or derivative works of the Platform, the Mobile Landing Pages and/or StoreMaven Content to be made except for backup or archival purposes and only throughout the term of the Service Order; (v) use the Platform, Mobile Landing Pages and/or StoreMaven Content for the purpose of or in connection with distribution of malicious content, spyware, cause of security breaches, Trojans or the like; (vi) use the Platform or the Services to develop a competing service or product; (vii) violate or abuse the Platform or password protections governing access to the Platform; and (viii) use the Platform, Mobile Landing Pages and/or StoreMaven Content in any illegal manner or for unlawful purposes or for purposes not intended to by StoreMaven. StoreMaven reserves the right to deny you with access to the Platform in case you, at the sole opinion of StoreMaven, violate these restrictions.
- Payment and Support
- Prior to using the Platform or receiving the Services, you must enter into the Service Order with Stor eMaven. You shall make payment to StoreMaven pursuant to the terms and conditions of the Service Order. Support for the Services will be given pursuant to terms and conditions of the Service Order.
- Intellectual Property
- Other than the Client Apps, the Data and the Reports, the Site, the Platform, the Mobile Landing Pages and the Services, including without limitation, the text, documents, descriptions, products, software, graphics, photos, sounds, videos, interactive features, and services (collectively, the “Content“) which were created and/or provided by StoreMaven therein (“StoreMaven Content”) and the trademarks, service marks and logos contained therein (“Marks“) of StoreMaven (“StoreMaven Marks”) are and will remain the property of StoreMaven and/or its licensors. We reserve all rights not expressly granted in and to the Platform, the Content and the Marks. “StoreMaven”, the StoreMaven logo, and other marks are Marks of StoreMaven or its affiliates. All other trademarks, service marks, and logos used on the Platform are the trademarks, service marks, or logos of their respective owners.
Without derogating from the above, as a Client, you shall have all right, title and interest in the Client Apps, the Content (except for StoreMaven Content), the Marks (except for StoreMaven Marks) (Collectively, the “Client Content”) and the Reports. StoreMaven shall not use or share the Reports or Client Content in any form, including, without limitation the Landing Page consisting of Client Content, other than for the purpose of this Agreement and in order to create high-level statistics and other aggregated and non-identifying information, data and analysis, for such purposes as improving the Service (or any part thereof), performing general market research, and for the development and/or evaluation of additional or modified services, features and functionality with respect to the Service. It is hereby clarified that, and without derogating from the aforementioned, StoreMaven shall not use or share the Reports or the Client Content in any form, including, without limitation the Landing Page consisting of Client Content, without the prior written consent of the Client, other than for the purposes stated above.
StoreMaven does not request your feedback regarding the Platform, the Services or the Site. Notwithstanding the foregoing, if you provide us with any feedback, we may use all such feedback without restriction and shall not be subject to any non-disclosure or non-use obligations in respect of such feedback. Nothing herein shall be interpreted to provide you any right except the limited license to use the Site, the Platform and the Landing Mobile Pages, and to receive the Services as set forth herein.
- Third Party License
- The Service also includes certain Third Party Software, components and materials, licensed under certain open source licenses (“Open Source Licenses”). Nothing in these Terms limits Client’s rights under, or grants Client rights that supersede, the terms and conditions of any applicable Open Source Licenses and the terms and conditions therein shall prevail with respect to any contradiction between the terms, with respect to such open source materials . Client must review the Open Source Licenses to understand Client’s rights under them. In any event that no such third party licenses exist or apply to a certain open source material(s), the restrictions contained in these Terms shall apply thereto, except with respect to modification, confidentiality and similar provisions.
- Representation and Warranty.
- As a Client you represents and warrant that: (i) you have the power and authority to enter into these Terms and you are not subject to any agreements that conflict with your undertakings hereunder; (ii) you own Client Content, and have the full power and authority, required to use, publish, transfer and/or license any and all rights and interests in and to the Client Content; (iii) you are solely responsible for the Client Content and the consequences of using, publishing, promoting and/or distributing such Client Content under the Services; (vi) Client shall ensure that the Platform, Mobile Landing Pages and/or StoreMaven Content are not used and/or placed by it or anyone on its behalf in any context that harms the goodwill or reputation of StoreMaven or that may disparage or bring StoreMaven into disrepute, including any App(s), Mobile Landing Pages and/or Store Content that contain and/or may be perceived as indecent, illegal, misleading, harmful, abusive, harassing, liable, defamatory or other offensive materials including inappropriate pornographic, sexual, etc.; (vii) the Client Content is (and will continue to be throughout the Term) true, current, accurate, complete, non-confidential, and non-infringing upon any third party rights; (viii) Client shall be solely responsible for creating backup copies of any Client Content that it creates, publishes or stores on or in connection with the Service, at Client’s sole expense; (ix) StoreMaven may, at its sole discretion and with no obligation to do so, screen, monitor, remove or edit, subject to a prior notice to Client, any Client Content or, without giving prior notice to Client, any Mobile Landing Pages available on the Service at any time and for any reason; and (x) you shall be responsible for referring End Users to the Mobile Landing Pages, by using the Mobile Landing Pages URL(s) provided by StoreMaven.
- 8.1 Notwithstanding anything to the contrary, StoreMaven shall indemnify, defend, and hold harmless Client from and against any and all third party claims, losses, expenses, damages, liabilities and costs, including reasonable attorneys’ fees, arising out of or relating to the violation of any patent, copyright, trademark, trade secret or other intellectual property or proprietary right of a third party.
- 8.2 Notwithstanding anything to the contrary, Client shall indemnify, defend, and hold harmless StoreMaven from and against all costs, damages, losses and expenses, including reasonable attorneys’ fees and other legal expenses, arising from a third-party claim, losses, expenses, damages, liabilities and costs, based on (i) Client’s breach of any of its warranties and/or obligations under this Agreement; (ii) Client’s and/or the Client Content’s violation of any third party rights or privacy right of such third party; and/or (iii) any direct damage Client may cause to any third party with relation to the Client Content and/or Client’s use of the Service.
- 8.3 As a condition to the defense and indemnity set forth above, the indemnified party (“Indemnitee“) shall give the indemnifying party (the “Indemnifying Party“) prompt notice of any Claim made against it and the Indemnifying Party shall be entitled, by written notice to the Indemnitee, to assume sole control of the defense of such claim, suit or proceeding, including appeals, negotiations and any settlement or compromise thereof (collectively, “Claim”), at its own expense, provided that (a) no settlement, consent order or consent judgment which involves any admission of any liability or wrongdoing, or any act or omission on the part of Indemnitee may be agreed to by the Indemnifying Party without Indemnitee’s prior written consent, which shall not be unreasonably withheld or delayed, and (b) the Indemnifying Party shall keep the Indemnitee informed of the status and progress of such Claim, the defense thereof and/or settlement negotiations with respect thereto.