Terms and Conditions
SHELFLINE SOUTH AFRICA Terms and Conditions
Last updated: February 5, 2021
1. Contractual Relationship
PLEASE READ THESE TERMS CAREFULLY BEFORE ACCESSING OR USING THE SERVICES.
Your access and use of the Services constitutes your agreement to be bound by these Terms, which establishes a contractual relationship between you and shelfline. If you do not agree to these Terms, you may not access or use the Services. These Terms expressly supersede prior agreements or arrangements with you. shelfline may immediately terminate these Terms or any Services with respect to you, or generally cease offering or deny access to the Services or any portion thereof, at any time for any reason.
Supplemental terms may apply to certain Services, such as policies for a particular event, activity or promotion, and such supplemental terms will be disclosed to you in connection with the applicable Services. Supplemental terms are in addition to, and shall be deemed a part of, the Terms for the purposes of the applicable Services. Supplemental terms shall prevail over these Terms in the event of a conflict with respect to the applicable Services.
shelfline may amend the Terms related to the Services from time to time. Amendments will be effective upon shelfline’s posting of such updated Terms at this location or the amended policies or supplemental terms on the applicable Services. Your continued access or use of the Services after such posting constitutes your consent to be bound by the Terms, as amended.
2. The Services
The Services constitute a technology platform that enables users of shelfline’s mobile applications, tablet application or websites provided as part of the Services (each, an “Application”) to arrange and schedule transportation and/or logistics services with independent third party providers of such services, including independent third party transportation providers and independent third party logistics providers under agreement with shelfline or certain of shelfline’s affiliates (“Third Party Providers”). Unless otherwise agreed by shelfline in a separate written agreement with you, the Services are made available solely for your personal, noncommercial use. YOU ACKNOWLEDGE THAT SHELFLINE DOES NOT PROVIDE TRANSPORTATION OR LOGISTICS SERVICES OR FUNCTION AS A TRANSPORTATION CARRIER AND THAT ALL SUCH TRANSPORTATION OR LOGISTICS SERVICES ARE PROVIDED BY INDEPENDENT THIRD PARTY CONTRACTORS WHO ARE NOT EMPLOYED BY SHELFLINE OR ANY OF ITS AFFILIATES.
Subject to your compliance with these Terms, shelfline grants you a limited, non-exclusive, non- sublicensable, revocable, non-transferrable license to:
- (i) access and use the Applications on your personal device solely in connection with your use of the Services;
- (ii) access and use any content, information and related materials that may be made available through the Services, in each case solely for your personal, non-commercial use. Any rights not expressly granted herein are reserved by shelfline and shelfline’s licensors.
Restrictions. You may not:
- (i) remove any copyright, trademark, or other proprietary notices from any portion of the Services;
- (ii) reproduce, modify, prepare derivative works based upon, distribute, license, lease, sell, resell, transfer, publicly display, publicly perform, transmit, stream, broadcast or otherwise exploit the
Services except as expressly permitted by shelfline;
- (iii) decompile, reverse engineer or disassemble the Services except as may be permitted by
applicable law; (iv) link to, mirror or frame any portion of the Services; (v) cause or launch any programs or scripts for the purpose of scraping, indexing, surveying, or otherwise data mining any portion of the Services or unduly burdening or hindering the operation and/or functionality of any aspect of the Services; or (vi) attempt to gain unauthorized access to or impair any aspect of the Services or its related systems or networks.
Provision of the Services.
You acknowledge that portions of the Services may be made available under shelfline’s various brands or request options associated with transportation or logistics, including the transportation request brands currently referred to as “shelfline,” “shelfline health,” “shelfline express,” “shelfline Click and Drop,” “shelfline ride to health,” “shelfline agriculture,” “shelfline e- commerce,” “shelfline him and hers,” “shelfline fix,” and “shelfline posm”, “shelfline solar” and the logistics request brands currently referred to as “shelfline mobile sales,” “shelfline fresh”, “shelfline GMB”, “shelfline BLT”, “shelfline donate” “shelfline Taxi Pay”, shelfline Taxi, and “shelfline collect”. You also acknowledge that the Services may be made available under such brands or request options by or in connection with:
- (i) certain of shelfline’s subsidiaries and affiliates; or
- (ii) independent Third Party Providers, including transportation network company drivers,
transportation charter permit holders or holders of similar transportation permits, authorizations, or licenses.
Third Party Services and Content.
The Services and all rights therein are and shall remain shelfline’s property or the property of shelfline’s licensors. Neither these Terms nor your use of the Services convey or grant to you any rights:
- (i) in or related to the Services except for the limited license granted above; or
- (ii) to use or reference in any manner shelfline’s company names, logos, product and service
names, trademarks, or services marks or those of Shelfline’s licensors.
3. Your Use of the Services:
In order to use most aspects of the Services, you must register for and maintain an active personal user Services account (“Account”). You must be at least 18 years of age, or the age of legal majority in your jurisdiction (if different than 18), to obtain an Account. Account registration requires you to submit to shelfline certain personal information, such as your name, address, mobile phone number and age, as well as at least one valid payment method (either a credit card or accepted payment partner). You agree to maintain accurate, complete, and up-to-date information in your Account. Your failure to maintain accurate, complete, and up-to-date Account information, including having an invalid or expired payment method on file, may result in your inability to access and use the Services or shelfline’s termination of these Terms with you. You are responsible for all activity that occurs under your Account, and you agree to always maintain the security and secrecy of your Account username and password. Unless otherwise permitted by shelfline in writing, you may only possess one Account.
shelfline Requirements and Conduct.
The Service is not available for use by persons under the age of 18. You may not authorize third parties to use your Account, and you may not allow persons under the age of 18 to receive transportation or logistics services from Third Party Providers unless they are accompanied by you. You may not assign or otherwise transfer your Account to any other person or entity. You agree to comply with all applicable laws when using the Services, and you may only use the Services for lawful purposes (e.g., no transport of unlawful or hazardous materials). You will not, in your use of the Services, cause nuisance, annoyance, inconvenience, or property damage, whether to the Third Party Provider or any other party. In certain instances, you may be asked to provide proof of identity to access or use the Services, and you agree that you may be denied access to or use of the Services if you refuse to provide proof of identity.
By creating an Account, you agree that the Services may send you text (SMS) messages as part of the normal business operation of your use of the Services. You may opt-out of receiving text (SMS) messages from shelfline at any time by following the directions found at https://www.shelfline.com/unsubscribe/. You acknowledge that opting out of receiving text (SMS) messages may impact your use of the Services.
shelfline may, in shelfline’s sole discretion, create promotional codes that may be redeemed for Account credit, or other features or benefits related to the Services and/or a Third Party Provider’s services, subject to any additional terms that shelfline establishes on a per promotional code basis (“Promo Codes”). You agree that Promo Codes:
- (i) must be used for the intended audience and purpose, and in a lawful manner.
- (ii) may not be duplicated, sold, or transferred in any manner, or made available to the general
public (whether posted to a public form or otherwise), unless expressly permitted by shelfline; (iii) may be disabled by shelfline at any time for any reason without liability to shelfline; (iv) may only be used pursuant to the specific terms that shelfline establishes for such Promo Code; (v) are not valid for cash; and (vi) may expire prior to your use. shelfline reserves the right to withhold or deduct credits or other features or benefits obtained using Promo Codes by you or any other user in the event that shelfline determines or believes that the use or redemption of the Promo Code was in error, fraudulent, illegal, or in violation of the applicable Promo Code terms or these Terms.
User Provided Content:
shelfline may, in shelfline’s sole discretion, permit you from time to time to submit, upload, publish or otherwise make available to shelfline through the Services textual, audio, and/or visual content and information, including commentary and feedback related to the Services, initiation of support requests, and submission of entries for competitions and promotions (“User Content”). Any User Content provided by you remains your property. However, by providing User Content to shelfline, you grant shelfline a worldwide, perpetual, irrevocable, transferrable, royalty-free license, with the right to sublicense, to use, copy, modify, create derivative works of, distribute, publicly display, publicly perform, and otherwise exploit in any manner such User Content in all formats and distribution channels now known or hereafter devised (including in connection with the Services and shelfline’s business and on Third Party sites and services), without further notice to or consent from you, and without the requirement of payment to you or any other person or entity.
You represent and warrant that:
- (i) you either are the sole and exclusive owner of all User Content or you have all rights, licenses,
consents and releases necessary to grant shelfline the license to the User Content as set forth
- (ii) neither the User Content nor your submission, uploading, publishing, or otherwise making
available of such User Content nor shelfline’s use of the User Content as permitted herein will infringe, misappropriate, or violate a third party’s intellectual property or proprietary rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.
You agree to not provide User Content that is defamatory, libelous, hateful, violent, obscene, pornographic, unlawful, or otherwise offensive, as determined by shelfline in its sole discretion, whether or not such material may be protected by law. shelfline may, but shall not be obligated to, review, monitor, or remove User Content, at shelfline’s sole discretion and at any time and for any reason, without notice to you.
Network Access and Devices.
You are responsible for obtaining the data network access necessary to use the Services. Your mobile network’s data and messaging rates and fees may apply if you access or use the Services from a wireless- enabled device and you shall be responsible for such rates and fees. You are responsible for acquiring and updating compatible hardware or devices necessary to access and use the Services and Applications and any updates thereto. shelfline does not guarantee that the Services, or any portion thereof, will function on any hardware or devices. In addition, the Services may be subject to malfunctions and delays inherent in the use of the Internet and electronic communications.
You understand that use of the Services may result in charges to you for the services or goods you receive from a Third Party Provider (“Charges”). After you have received services or goods obtained through your use of the Service, shelfline will facilitate your payment of the applicable Charges on behalf of the Third Party Provider as such Third Party Provider’s limited payment collection agent. Payment of the Charges in such manner shall be considered the same as payment made directly by you to the Third Party Provider. Charges may include other applicable fees, tolls, and/or surcharges including a booking fee, national, provincial, and municipal tolls, airport surcharges and processing fees for split payments, and will be inclusive of applicable taxes where required by law. Charges paid by you are final and non-refundable, unless otherwise determined by shelfline. You retain the right to request lower Charges from a Third Party Provider for services or goods received by you from such Third Party Provider at the time you receive such services or goods. shelfline will respond accordingly to any request from a Third Party Provider to modify the Charges for a particular service or good.
All Charges are due immediately and payment will be facilitated by shelfline using the preferred payment method designated in your Account, after which shelfline will send you a receipt by email. If your primary Account payment method is determined to be expired, invalid or otherwise not able to be charged, you agree that shelfline may, as the Third Party Provider’s limited payment collection agent, use a secondary payment method in your Account, if available.
As between you and shelfline, shelfline reserves the right to establish, remove and/or revise Charges for any or all services or goods obtained through the use of the Services at any time in shelfline’s sole discretion. Further, you acknowledge and agree that Charges applicable in certain geographical areas may increase substantially during times of high demand. shelfline will use reasonable efforts to inform you of Charges that may apply, provided that you will be responsible for Charges incurred under your Account regardless of your awareness of such Charges or the amounts thereof. shelfline may from time to time provide certain users with promotional offers and discounts that may result in different amounts charged for the same or similar services or goods obtained through the use of the Services, and you agree that such promotional offers and discounts, unless also made available to you, shall have no bearing on your use of the Services or the Charges applied to you. You may elect to cancel your request for services or goods from a Third Party Provider at any time prior to such Third Party Provider’s arrival, in which case you may be charged a cancellation fee.
This payment structure is intended to fully compensate the Third Party Provider for the services or goods provided. Except with respect to third party transportation (Barloworld, Supergroup, Imperial etc.) services requested through the Application, shelfline does not designate any portion of your payment as a tip or gratuity to the Third Party Provider. Any representation by shelfline (on shelfline’s website, in the Application, or in shelfline’s marketing materials) to the effect that tipping is “voluntary,” “not required,” and/or “included” in the payments you make for services or goods provided is not intended to suggest that shelfline provides any additional amounts, beyond those described above, to the Third Party Provider. You understand and agree that, while you are free to provide additional payment as a gratuity to any Third Party Provider who provides you with services or goods obtained through the Service, you are under no obligation to do so. Gratuities are voluntary. After you have received services or goods obtained through the Service, you will have the opportunity to rate your experience and leave additional feedback about your Third Party Provider.
Repair or Cleaning Fees:
All health and safety requirements must be adhered too.
You shall be responsible for the cost of repair for damage to, or necessary cleaning of, Third Party Provider vehicles and property resulting from use of the Services under your Account in excess of normal “wear and tear” damages and necessary cleaning (“Repair or Cleaning”). In the event that a Third Party Provider reports the need for Repair or Cleaning, and such Repair or Cleaning request is verified by shelfline in shelfline’s reasonable discretion, shelfline reserves the right to facilitate payment for the reasonable cost of such Repair or Cleaning on behalf of the Third Party Provider using your payment method designated in your Account. Such amounts will be transferred by shelfline to the applicable Third Party Provider and are non-refundable.
5. Disclaimers; Limitation of Liability; Indemnity:
THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” SHELFLINE DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, NOT EXPRESSLY SET OUT IN THESE TERMS, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. IN ADDITION, SHELFLINE MAKES NO REPRESENTATION, WARRANTY, OR GUARANTEE REGARDING THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY OR AVAILABILITY OF THE SERVICES OR ANY SERVICES OR GOODS REQUESTED THROUGH THE USE OF THE SERVICES, OR THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. SHELFLINE DOES NOT GUARANTEE THE QUALITY, SUITABILITY, SAFETY OR ABILITY OF THIRD PARTY PROVIDERS. YOU AGREE THAT THE ENTIRE RISK ARISING OUT OF YOUR USE OF THE SERVICES, AND ANY SERVICE OR GOOD REQUESTED IN CONNECTION THEREWITH, REMAINS SOLELY WITH YOU, TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW.
LIMITATION OF LIABILITY.
SHELFLINE SHALL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOST DATA, PERSONAL INJURY OR PROPERTY DAMAGE RELATED TO, IN CONNECTION WITH, OR OTHERWISE RESULTING FROM ANY USE OF THE SERVICES, EVEN IF SHELFLINE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SHELFLINE SHALL NOT BE LIABLE FOR ANY DAMAGES, LIABILITY OR LOSSES ARISING OUT OF: (i) YOUR USE OF OR RELIANCE ON THE SERVICES OR YOUR INABILITY TO ACCESS OR USE THE SERVICES; OR (ii) ANY TRANSACTION OR RELATIONSHIP BETWEEN YOU AND ANY THIRD PARTY PROVIDER, EVEN IF SHELFLINE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SHELFLINE SHALL NOT BE LIABLE FOR DELAY OR FAILURE IN PERFORMANCE RESULTING FROM CAUSES BEYOND SHELFLINE’S REASONABLE CONTROL. YOU ACKNOWLEDGE THAT THIRD PARTY TRANSPORTATION PROVIDERS PROVIDING TRANSPORTATION SERVICES REQUESTED THROUGH SOME REQUEST BRANDS MAY OFFER RIDESHARING OR PEER-TO-PEER TRANSPORTATION SERVICES AND MAY NOT BE PROFESSIONALLY LICENSED OR PERMITTED. IN NO EVENT SHALL SHELFLINE’S TOTAL LIABILITY TO YOU IN CONNECTION WITH THE SERVICES FOR ALL DAMAGES, LOSSES AND CAUSES OF ACTION EXCEED FIVE THOUSAND RAND (R5000).
SHELFLINE’S SERVICES MAY BE USED BY YOU TO REQUEST AND SCHEDULE TRANSPORTATION, GOODS OR LOGISTICS SERVICES WITH THIRD PARTY PROVIDERS, BUT YOU AGREE THAT SHELFLINE HAS NO RESPONSIBILITY OR LIABILITY TO YOU RELATED TO ANY TRANSPORTATION, GOODS OR LOGISTICS SERVICES PROVIDED TO YOU BY THIRD PARTY PROVIDERS OTHER THAN AS EXPRESSLY SET FORTH IN THESE TERMS.
THE LIMITATIONS AND DISCLAIMER IN THIS SECTION 5 DO NOT PURPORT TO LIMIT LIABILITY OR ALTER YOUR RIGHTS AS A CONSUMER THAT CANNOT BE EXCLUDED UNDER APPLICABLE LAW.
You agree to indemnify and hold shelfline and its officers, directors, employees, and agents harmless from any and all claims, demands, losses, liabilities, and expenses (including attorneys’ fees) arising out of or in connection with:
- (i) your use of the Services or services or goods obtained through your use of the Services;
- (ii) your breach or violation of any of these Terms;
- (iii) shelfline’s use of your User Content; or (iv) your violation of the rights of any third party,
including Third Party Providers.
6. Lost Property
You understand and agree that it is your responsibility to ensure that you remove your property from the vehicle of a Third Party Provider when disembarking. Should you leave your property in the vehicle of a Third Party Provider, the Third Party Provider may hand over your property to you, shelfline or to the shelfline local service entity.
Whilst you may expect Third Party Providers to hand over your property to you, the offices of shelfline or the shelfline local service entity, Shelfline or the Shelfline local service entity shall not be held liable in the event of the Third Party Provider not handing over your property as expected. Moreover, shelfline or the shelfline local service entity shall not be liable for the loss or damage to your property whilst it is in transit.
Whilst shelfline or the shelfline local service entity will take reasonable steps to establish the owner of property left in a Third Party Provider’s vehicle if returned to the offices of shelfline or the shelfline local service entity, when your property is in shelfline’s or the shelfline local service entity’s possession, you understand and agree that: (i) shelfline or the shelfline local service entity will only keep your property in its possession for a maximum period of three months from the date on which the Third Party Provider handed your property to shelfline or the shelfline local service entity; and (ii) should you fail to collect your property from shelfline or the shelfline local service entity before the expiry of the three month period stipulated, shelfline or the shelfline local service entity will be entitled to deal with your property as it deems fit and you shall have no claim whatsoever against shelfline or the shelfline local service entity in respect of your unclaimed property.
7. Governing Law; Arbitration.
Except as otherwise set forth in these Terms, these Terms shall be exclusively governed by and construed in accordance with the laws of South Africa, excluding its rules on conflicts of laws. Any dispute, conflict, claim, or controversy arising out of or broadly in connection with or relating to the Services or these Terms, including those relating to its validity, its construction, or its enforceability (any “Dispute”) shall be first mandatorily submitted to mediation proceedings under the International Chamber of Commerce Mediation Rules (“ICC Mediation Rules”). If such Dispute has not been settled within sixty (60) days after a request for mediation has been submitted under such ICC Mediation Rules, such Dispute can be referred to and shall be exclusively and finally resolved by arbitration under the Rules of Arbitration of the International Chamber of Commerce (“ICC Arbitration Rules”). The ICC Rules’ Emergency Arbitrator provisions are excluded. The Dispute shall be resolved by one (1) arbitrator to be appointed in accordance with the ICC Rules. The place of both mediation and arbitration shall be High Court of South Africa, without prejudice to any rights you may have under Articles. The language of the mediation and/or arbitration shall be English, unless you do not speak English, in which case the mediation and/or arbitration shall be conducted in both English and your native language. The existence and content of the mediation and arbitration proceedings, including documents and briefs submitted by the parties, correspondence from and to the International Chamber of Commerce, correspondence from the mediator, and correspondence, orders and awards issued by the sole arbitrator, shall remain strictly confidential and shall not be disclosed to any third party without the express written consent from the other party unless: (i) the disclosure to the third party is reasonably required in the context of conducting the mediation or arbitration proceedings; and (ii) the third party agrees unconditionally in writing to be bound by the confidentiality obligation stipulated herein.
8. Other Provisions:
Claims of Copyright Infringement.
Claims of copyright infringement should be sent to shelfline’s designated agent. Please visit shelfline’s web page at shelfline.com/legal for the designated address and additional information.
shelfline may give notice by means of a general notice on the Services, electronic mail to your email address in your Account, or by written communication sent to your address as set forth in your Account. You may give notice to shelfline by written communication to shelfline address at email@example.com or 11A Porchester Road, Bryanston, Johannesburg, South Africa, 2194.
You may not assign or transfer these Terms in whole or in part without shelfline’s prior written approval. You give your approval to shelfline for it to assign or transfer these Terms in whole or in part, including to: (i) a subsidiary or affiliate; (ii) an acquirer of shelfline’s equity, business, or assets; or (iii) a successor by merger. No joint venture, partnership, employment, or agency relationship exists between you, shelfline or any Third Party Provider as a result of the contract between you and shelfline or use of the Services.
If any provision of these Terms is held to be illegal, invalid, or unenforceable, in whole or in part, under any law, such provision or part thereof shall to that extent be deemed not to form part of these Terms but the legality, validity and enforceability of the other provisions in these Terms shall not be affected. In that event, the parties shall replace the illegal, invalid, or unenforceable provision or part thereof with a provision or part thereof that is legal, valid, and enforceable and that has, to the greatest extent possible, a similar effect as the illegal, invalid, or unenforceable provision or part thereof, given the contents and purpose of these Terms. These Terms constitute the entire agreement and understanding of the parties with respect to its subject matter and replaces and supersedes all prior or contemporaneous agreements or undertakings regarding such subject matter. In these Terms, the words “including” and “include” mean “including, but not limited to.”
II. Access to APIs
B. Entity Access.
C. Registration & Credentials.
To access the shelfline API Services, you may be required to register. After an approved registration, you will be issued certain credentials, which may be required to access the shelfline APIs. You may not make credentials available to others including by embedding them in open source projects and only you may access the shelfline API Services with the credentials provided to you. You will not misrepresent or mask your identity or your credentials when accessing or using the shelfline API Services.
D. Access Revocation.
We reserve the right to revoke your access to the shelfline API Services without prior notice if we determine your use violates the Terms or is otherwise objectionable as determined in shelfline’s sole discretion.
III. Use of APIs
A. Your End Users.
Access, implementation and use of the shelfline API Services must be in compliance with all applicable law, regulation, third party rights (including, without limitation, laws regarding the import or export of data or software, privacy, and local laws) as well as shelfline’s instructions. You will only use the shelfline API Services in connection with legally permissible activities and as described in the Terms.
Promptly upon request, you will be required to certify certain aspects of your compliance with these Terms, including without limitation, your compliance with the above paragraph, and your security and data use practices, including the details of any privacy or security incidents potentially involving data of Shelfline users. We will provide the form of certification which must be signed by an authorized officer of your entity.
C. API Limitations.
Shelfline sets and enforces limitations on the use of shelfline APIs. You will not circumvent, or attempt to circumvent, such limitations as they apply to each shelfline API or as otherwise set forth in the Terms, except as approved in writing by shelfline. Shelfline may limit the number or nature of network calls that you or your application may make. shelfline may change such usage limits at any time with or without notice and may use any means to enforce its usage limitations or prevent overuse of the shelfline APIs.
D. Open Source.
To facilitate your Shelfline API integration, shelfline may make certain Software Development Kit(s) (“SDK(s)”) and/or libraries available to you under a separate open source license. You agree that any shelfline API integration facilitated with such open source SDK(s) and/or libraries remains subject to the Terms.
E. API Monitoring; Audit; Review.
We have the right to inspect, monitor, and audit any records or activity related to your use of shelfline API Services to, among other things, improve the shelfline API Services, identify security issues, or ensure compliance with the Terms. You will cooperate with audit requests by providing shelfline access to relevant knowledgeable personnel, physical premises, documentation, infrastructure, and application software.
We reserve the sole right to determine whether or not your use of the shelfline API Services is acceptable including the manner in which the shelfline APIs are integrated into Your Products (defined below). shelfline may collect and use usage data and information related to your use of the shelfline API Services.
shelfline’s review, testing, or approval of your products or services does not constitute any representation or acknowledgement by shelfline that Your Products and/or any content therein comply with the Terms, any laws, rules, or regulations, nor does it constitute any acceptance by shelfline of any responsibility or liability in connection such products or services, or any content therein.
If you do not comply with the Terms or fail to timely evidence such compliance or if we believe that you have attempted to exceed, circumvent, or failed to comply with any of the prohibited uses or the additional requirements or limitations described in the Terms, your ability to use the shelfline API Services may be temporarily or permanently blocked or revoked.
G. Certain Prohibited Uses.
Unless permitted by applicable law or any Supplemental Agreement(s) between you and shelfline, you will not, and will not direct, encourage, or assist any other party to: (a) license, sublicense, sell, resell, transfer, assign, distribute or otherwise provide or make available to any other party the shelfline API Services; (b) modify or make derivative works based upon the shelfline API Services; (c) improperly use the shelfline API
Services, including (1) creating Internet “links” to any part of the shelfline API Services, “framing” or “mirroring” any part of the shelfline API Services on any other websites or systems, or “scraping” or otherwise improperly obtaining data from the shelfline APIs, (2) transmitting any viruses or other code that may damage, detrimentally interfere with, surreptitiously intercept or expropriate any system or data; (d) reverse engineer, decompile or disassemble the shelfline API Services; (e) send spam or otherwise duplicative or unsolicited messages with the shelfline APIs; or (f) use the shelfline APIs to (1) display any offensive content or any content for which you do not have the right to share with shelfline or to display or (2) distribute unsolicited advertising or promotions, or (3) engage in fraudulent or unauthorized activity including phishing, pharming, spidering, harvesting or other similar activities.
In addition, you shall not, and shall not direct, encourage, or assist any other party to, access or use the shelfline API Services to: (a) design or develop a competitive or substantially similar product or service; (b) copy or extract any features or functionality thereof; (c) launch or cause to be launched on or in connection with the shelfline API Services a malicious automated program or script, including web spiders, crawlers, robots, indexers, bots, viruses or worms, or any program intended to overburden or hinder the operation and/or performance of the shelfline API Services; (d) attempt to gain unauthorized access to the shelfline API Services or its related systems or networks; (e) include any underlying Shelfline platform or product with competitors in any aggregated view i.e. webpage, app, software, etc.; (f) aggregate shelfline’s data with competitors’ data; or (g) parse or scrape any of shelfline’s data; in each case other than as explicitly permitted by shelfline in writing. You will not share with a third party (or enable a third party to use) any operational, technical or other data obtained through the use of the shelfline API Services in any manner that is competitive to shelfline, including, without limitation, in connection with any application, website or other product or service that also includes, features, endorses, or otherwise supports in any way a third party that provides services competitive to shelfline’s products and services.
IV. Ownership; License
shelfline owns all right, title and interest, including, without limitation, all intellectual property rights and other rights, in and to its software applications (including but not limited to the shelfline API Services), any intellectual property rights used in connection with the software applications, and other proprietary technology, including any data structures therein, accompanying documentation, and any updates or revisions to the foregoing. All rights not specifically conveyed are retained by shelfline.
You agree that you will not use shelfline’s trademarks, service marks, or trade dress or any similar names, marks, or trade dress (“shelfline’s Marks”) without express, written permission from shelfline. This prohibition on using shelfline’s Marks includes, but is not limited to, use in domain names, on websites or social media accounts, or as the names or titles of software applications or software features or functions.
Subject to your compliance with the Terms, shelfline hereby grants you a limited, revocable, non-exclusive, non-transferable, non-assignable, non-sublicensable license to access and use the shelfline API Services for sole purposes of developing, testing, using, and maintaining an integration of your application with the shelfline API Services, and to refer to shelfline for the sole purpose of identifying shelfline as the source of the shelfline API Services.
shelfline may produce and distribute incidental depictions, including screenshots, video, or other content from your API client, and may use your company or product name, trademarks, and trade dress in the course of shelfline’s worldwide promotion, marketing, or demonstration of the shelfline API Services you are using; you hereby grant shelfline a worldwide, perpetual, irrevocable, transferable, royalty-free license, with the right to sublicense, to use, copy, modify, create derivative works of, distribute, publicly display, publicly perform, and otherwise exploit in any manner such incidental depictions, company names, product names, trademarks, and trade dress for the aforementioned purposes without further notice to or consent from you.
Subject to the rights granted to shelfline and limitations herein, you reserve and retain sole and exclusive ownership of all right, title, and interest in, to, and under (a) your extensions and applications, and (b) all modifications, corrections, repairs, translations, enhancements, and other derivative works and improvements of your extensions and applications, including all intellectual property rights arising therefrom or relating thereto (collectively, (a) and (b) are “Your Products”), to the extent Your Products do not infringe any of shelfline’s intellectual property rights. You are solely responsible for all costs incurred by you in the creation and maintenance of Your Products.
You are solely responsible for selecting all content made available through and contained in Your Products and for ensuring that such content complies with the Terms and any other requirements applicable to such content. You are fully responsible for any information you provide to shelfline via the shelfline APIs.
The shelfline API Services may contain content owned by a third party. This content is the sole responsibility of the third party that makes it available. Additionally, content accessible through shelfline APIs and shelfline products may be subject to the intellectual property rights of third parties. User- generated content obtained by shelfline will be governed by shelfline’s user generated content policy.
VI. Feedback; Attribution A. Feedback.
If you provide feedback or suggestions about shelfline API Services, such information may be used for any purpose without obligation to you. Any feedback or suggestions provided by you will be governed by shelfline’s Feedback Policy.
Except for and subject to the license granted in Section IV. B. of this agreement and except where otherwise expressly stated, neither party grants the other party any right, title, or interest in or to the other party’s trade names, trademarks, service marks, logos, domain names, and other distinctive brand features (“Brand Attributes”). You shall not make any statement regarding your use of the shelfline API Services which disparages shelfline or its business partners.
The documentation for the shelfline API you use may include guidelines for providing attribution to shelfline. You agree to provide any attribution in accordance with the guidelines and as further described in our Design Guidelines, which may be updated from time to time. You can use these resources but you must not make any changes or modifications to them.
A. shelfline Data.
Except for third party content described herein, “shelfline Data” includes all data received from shelfline through a shelfline API. Where such data includes non-public content relating to a user, such content must not be exposed to other users or to third parties without proper consent from that user.
B. Personal Information.
If your use of the shelfline API Services or access to shelfline Data requires or will likely result in the provision of personal information directly to shelfline, you agree to adequately inform and obtain all necessary consents and authorizations from the applicable users to provide such personal information to shelfline and retain written records of such consents. shelfline will treat personal information obtained from you through your use of shelfline APIs in accordance with the applicable privacy and data protection laws and its posted privacy notice.
You may be given access to information that is confidential to shelfline (“Shelfline Confidential Information”), which may include your credentials as well as any materials, communications or other information that is marked confidential or that would reasonably be considered confidential under the circumstances. You agree to use shelfline Confidential Information only for the purpose of using the shelfline API Services in accordance with the Terms, and, unless compelled by a court of applicable jurisdiction (and you gave shelfline written notice and a reasonable chance to defend its interests prior to
such court compelled disclosure), you agree to not disclose any shelfline Confidential Information to any third party without shelfline’s prior written consent.
shelfline Confidential Information does not include information that you independently developed, that was rightfully given to you by a third party without any confidentiality obligation, or that becomes public through no fault of your own or any party under your control.
You agree to implement and maintain appropriate technical, physical, and organizational measures to protect shelfline Data and shelfline Confidential Information against unauthorized or unlawful processing and against unauthorized loss, destruction, damage, alteration, or disclosure in the same manner that you would protect your own confidential and proprietary information but in no event using less than a reasonable degree of care.
VIII. Term; Termination and Survival
A. Term; Termination.
IX. Relationship of Parties
that suggests partnership with or sponsorship or endorsement by the other party without such party’s prior written approval.
X. Representations; Indemnification; Disclaimer; Limitation of Liability
You further represent and warrant that (a) you have the right to distribute, or otherwise make available Your Products to your end users, (b) such products comply with all applicable local, state, federal and international laws and regulations as well as applicable terms of service and privacy notices and (c) Your Products do not and will not infringe the rights of any third party.
You agree to indemnify and hold shelfline and its officers, directors, employees, and agents harmless from and against any and all claims, demands, losses, liabilities, and expenses (including legal fees), arising out of or in connection with: (a) your use of the shelfline API Services or information obtained through your use of the shelfline API Services; (b) your breach or violation of the Terms or (c) your violation of the rights of any third party, including with respect to any third party content.
SERVICES OR ANY INFORMATION REQUESTED OR OBTAINED THROUGH THE USE OF THE SHELFLINE API SERVICES, OR THAT SUCH SERVICES WILL BE UNINTERRUPTED OR ERROR- FREE. YOU AGREE THAT THE ENTIRE RISK ARISING OUT OF YOUR USE OF THE SHELFLINE API SERVICES, AND ANY INFORMATION REQUESTED OR OBTAINED IN CONNECTION THEREWITH, REMAINS SOLELY WITH YOU, TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW.
XI. Support and Maintenance
shelfline may provide documentation, functional and technical design documents, and other documents that may be relevant or useful in using shelfline API Services. shelfline has no obligation to provide any maintenance, support, or training for set-up or use of any shelfline API Services.
shelfline in its sole discretion may modify, update or discontinue the shelfline API Services. shelfline may also impose additional limits on certain features and services or restrict your access to parts or all of the shelfline API Services without prior notice or liability. While we can provide no guarantee, we will try to ensure that future versions of the shelfline APIs are backwards compatible to the immediately preceding version.