TERMS AND CONDITIONS
Last updated March 30, 2018
AGREEMENT TO TERMS
These Terms and Conditions (“Terms”) constitute a legally binding agreement made between you, whether personally or on behalf of an entity (“you,” “your”) and SHUUP, a Delaware company (“Shuup,” “we,” “us” or “our”), and governs your use of Shuup’s services, as well as any other websites, mobile websites, software, hardware, mobile applications and other products and services related, linked, or otherwise connected thereto (collectively, the “Services”). If you are using the Services on behalf of a business, that business accepts these terms and you represent and warrant that you have the requisite legal authority to bind that business to these Terms.
You agree that by accessing the Services, you have read, understood, and agree to be bound by all of these Terms, including other policies or terms referenced within. You also agree to any additional terms specific to Services you use, which are incorporated into these Terms. If you do not agree with all of these Terms, then you are expressly prohibited from using the Services and you must discontinue use immediately.
Supplemental terms and conditions or documents that may be posted in the Services from time to time are hereby expressly incorporated herein by reference. We reserve the right, in our sole discretion, to make changes or modifications to these Terms at any time and for any reason.
We will alert you about any changes by updating the “Last updated” date of these Terms, and you waive any right to receive specific notice of each such change.
It is your responsibility to periodically review these Terms to stay informed of updates. You will be subject to, and will be deemed to have been made aware of and to have accepted, the changes in any revised Terms by your continued use of the Services after the date such revised Terms are posted.
The information provided in the Services is not intended for distribution to or use by any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation or which would subject us to any registration requirement within such jurisdiction or country. Accordingly, those persons who choose to access the Services from other locations do so on their own initiative and are solely responsible for compliance with local laws, if and to the extent local laws are applicable.
The Services are intended for users who are at least 18 years old. Persons under the age of 18 are not permitted to register for the Services.
PRIVACY
We care about data privacy and security. Please review our Privacy Policy posted in the Services. By using the Services, you agree to be bound by our Privacy Policy, which is incorporated into these Terms. You herein consent to the collection and use of the information provided, including the transfer of information within the United States and/or other countries for storage, processing or use by us and/or our subsidiaries and affiliates.
If you access the Services from the European Union, Asia, or any other region of the world with laws or other requirements governing personal data collection, use, or disclosure that differ from applicable laws in the United States, then through your continued use of the Services, you are transferring your data to the United States, and you expressly consent to have your data transferred to and processed in the United States.
Further, we do not knowingly accept, request, or solicit information from children or knowingly market to children. Therefore, in accordance with the U.S. Children’s Online Privacy Protection Act, if we receive actual knowledge that anyone under the age of 13 has provided personal information to us without the requisite and verifiable parental consent, we will delete that information from the Services as quickly as is reasonably practical.
USER REPRESENTATIONS
By using the Services, you represent and warrant that:
(1) all registration information you submit will be true, accurate, current, and complete;
(2) you will maintain the accuracy of such information and promptly update such registration information as necessary;
(3) you have the legal capacity and you agree to comply with these Terms;
(4) you are not a minor in the jurisdiction in which you reside;
(5) you will not access the Services through automated or non-human means, whether through a bot, script or otherwise;
(6) you will not use the Services for any illegal or unauthorized purpose; and (7) your use of the Services will not violate any applicable law or regulation, including the Health Insurance Portability and Accountability Act (“HIPAA”).
If anyone knowingly provides any information of a false, untrue, inaccurate or incomplete nature, we will have sufficient grounds and rights to suspend or terminate your account in violation of this aspect of the Agreement, and as such refuse any and all current or future use of the Services, or any portion thereof.
USER REGISTRATION
You are required to register an account with us to use the Services. When you set up an account, you are the sole authorized user of your account. You shall be responsible for maintaining the secrecy and confidentiality of your password and for all activities that transpire on or within your account. It is your responsibility for any act or omission of any user(s) that access your account information that, if undertaken by you, would be deemed a violation of the Terms. It shall be your responsibility to notify us immediately if you notice any unauthorized access or use of your account or password or any other breach of security. We shall not be held liable for any loss and/or damage arising from any failure to comply with this term and/or condition of the Terms.
To register for an account with the Services, you must be at least 18 years of age to enter into and form a legally binding contract. In addition, you must be in good standing and not an individual that has been previously barred from receiving our Services under the laws and statutes of the United States or other applicable jurisdiction.
When you register, Shuup may collect information such as your name, e-mail address, phone number, mailing address, occupation, industry and personal interests. You can edit your account information at any time. Once you register with Shuup and sign in to our Services, you are no longer anonymous to us. We reserve the right to remove, reclaim, or change a username, shop name, or domain you select if we determine, in our sole discretion, that it is inappropriate, obscene, or otherwise objectionable.
MODIFICATIONS AND INTERRUPTIONS
We reserve the right to change, modify, or remove the contents of the Services at any time or for any reason at our sole discretion without notice. However, we have no obligation to update any information on our Services. We also reserve the right to modify or discontinue all or part of the Services without notice at any time. We will not be liable to you or any third party for any modification, price change, suspension, or discontinuance of the Services.
We cannot guarantee the Services will be available at all times. We may experience hardware, software, or other problems or need to perform maintenance related to the Services, resulting in interruptions, delays, or errors. We reserve the right to change, revise, update, suspend, discontinue, or otherwise modify the Services at any time or for any reason without notice to you.
You agree that we have no liability whatsoever for any loss, damage, or inconvenience caused by your inability to access or use the Services during any downtime or discontinuance of the Services. Nothing in these Terms will be construed to obligate us to maintain and support the Services or to supply any corrections, updates, or releases in connection therewith.
PROHIBITED ACTIVITIES
As a user or member of the Services, you herein acknowledge, understand and agree that all information, text, software, data, photographs, music, video, messages, tags or any other content, whether it is publicly or privately posted and/or transmitted, is the expressed sole responsibility of the individual from whom the content originated. In short, this means that you are solely responsible for any and all content posted, uploaded, emailed, transmitted or otherwise made available by way of the Services, and as such, we do not guarantee the accuracy, integrity or quality of such content.
You may not access or use the Services for any purpose other than that for which we make the Services available. The Services may not be used in connection with any commercial endeavors except those that are specifically endorsed or approved by us.
As a user of the Services, you agree not to:
(1) systematically retrieve data or other content from the Services to create or compile, directly or indirectly, a collection, compilation, database, or directory without written permission from us.
(2) make any unauthorized use of the Services, including collecting usernames and/or email addresses of users by electronic or other means for the purpose of sending unsolicited email, or creating user accounts by automated means or under false pretenses.
(3) use a buying agent or purchasing agent to make purchases in the Services.
(4) use the Services to advertise or offer to sell goods and services.
(5) circumvent, disable, or otherwise interfere with security-related features of the Services, including features that prevent or restrict the use or copying of any Content or enforce limitations on the use of the Services and/or the Content contained therein.
(6) engage in unauthorized framing of or linking to the Services.
(7) trick, defraud, or mislead us and other users, especially in any attempt to learn sensitive account information such as user passwords;
(8) make improper use of our support services or submit false reports of abuse or misconduct.
(9) engage in any automated use of the system, such as using scripts to send comments or messages, or using any data mining, robots, or similar data gathering and extraction tools.
(10) interfere with, disrupt, or create an undue burden in the Services or the networks or services connected to the Services.
(11) attempt to impersonate another user or person or use the username of another user.
(12) impersonate any individual or entity, including, but not limited to, any Shuup officials, forum leaders, guides or hosts or falsely stating or otherwise misrepresenting any affiliation with an individual or entity
(13) sell or otherwise transfer your profile.
(14) use any information obtained from the Services in order to harass, abuse, or harm another person.
(15) use the Services as part of any effort to compete with us or otherwise use the Services and/or the Content for any revenue-generating endeavor or commercial enterprise.
(16) decipher, decompile, disassemble, or reverse engineer any of the software comprising or in any way making up a part of the Services.
(17) attempt to bypass any measures of the Services designed to prevent or restrict access to the Services, or any portion of the Services.
(18) harass, annoy, intimidate, or threaten any of our employees or agents engaged in providing any portion of the Services to you.
(19) delete the copyright or other proprietary rights notice from any Content.
(20) copy or adapt the Services’ software, including but not limited to Flash, Python, Django, PHP, HTML, JavaScript, or other code.
(21) upload or transmit (or attempt to upload or to transmit) viruses, Trojan horses, or other material, including excessive use of capital letters and spamming (continuous posting of repetitive text), that interferes with any party’s uninterrupted use and enjoyment of the Services or modifies, impairs, disrupts, alters, or interferes with the use, features, functions, operation, or maintenance of the Services.
(22) upload or transmit (or attempt to upload or to transmit) any material that acts as a passive or active information collection or transmission mechanism, including without limitation, clear graphics interchange formats (“gifs”), 1×1 pixels, web bugs, cookies, or other similar devices (sometimes referred to as “spyware” or “passive collection mechanisms” or “pcms”).
(23) except as may be the result of standard search engine or Internet browser usage, use, launch, develop, or distribute any automated system, including without limitation, any spider, robot, cheat utility, scraper, or offline reader that accesses the Services, or using or launching any unauthorized script or other software.
(24) forge captions, headings or titles or otherwise offering any content that you personally have no right to pursuant to any law nor having any contractual or fiduciary relationship with.
(25) upload, post, email, transmit or otherwise offer any content that you do not personally have any right to offer pursuant to any law or in accordance with any contractual or fiduciary relationship.
(26) upload post, email, transmit, or otherwise make available any content that shall be deemed unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, or invasive of another’s privacy or which is hateful, and/or racially, ethnically, or otherwise objectionable.
(27) upload, post, email, transmit or otherwise offer any such content that may infringe upon any patent, copyright, trademark, or any other proprietary or intellectual rights of any other party.
(28) upload, post, email, transmit, or otherwise offer any unsolicited or unauthorized advertising, promotional flyers, “junk mail,” “spam,” or any other form of solicitation, except in any such areas that may have been designated for such purpose.
(29) disrupt the normal flow of communication, or otherwise act in any manner that would negatively affect other users’ ability to participate in any real time interactions.
(30) collect or store any personal data relating to any other member or user in connection with the prohibited conduct and/or activities.
(31) Cause harm to minors in any manner whatsoever.
(32) disparage, tarnish, or otherwise harm, in our opinion, us and/or the Services.
(33) provide informational support or resources, conceal and/or disguise the character, location, and or source to any organization delegated by the United States government as a “foreign terrorist organization” in accordance to Section 219 of the Immigration Nationality Act.
(34) intentionally or unintentionally violate any local, state, federal, national or international law, including, but not limited to, rules, guidelines, and/or regulations decreed by the U.S. Securities and Exchange Commission, in addition to any rules of any nation or other securities exchange, that would include without limitation, the New York Stock Exchange, the American Stock Exchange, or the NASDAQ, and any regulations having the force of law.
(35) use the Services in a manner inconsistent with any applicable laws or regulations.
We herein reserve the right to pre-screen, refuse and/or delete any content currently available through our Services. In addition, we reserve the right to remove and/or delete any such content that would violate these Terms or which would otherwise be considered offensive to other visitors, users and/or members.
We herein reserve the right to access, preserve and/or disclose member account information and/or content if it is requested to do so by law or in good faith belief that any such action is deemed reasonably necessary for:
(1) compliance with any legal process;
(2) enforcement of the Terms;
(3) responding to any claim that therein contained content is in violation of the rights of any third party;
(4) responding to requests for customer service; or
(5) protecting the rights, property or the personal safety of Shuup, its visitors, users and members, including the general public.
We herein reserve the right to include the use of security components that may permit digital information or material to be protected, and that such use of information and/or material is subject to usage guidelines and regulations established by us or any other content providers supplying content services to us. You are hereby prohibited from making any attempt to override or circumvent any of the embedded usage rules in our Services.
COMPATIBLE MOBILE DEVICES AND THIRD PARTY CARRIERS
Your use of the Services may be subject (including any additional terms from third party platform providers included within these Terms), the terms of your agreements with your mobile device manufacturer and your carrier. We do not warrant that the Services will be compatible with your mobile device or carrier.
Devices modified contrary to the manufacturer’s software or hardware guidelines, including but not limited to those with disabled hardware or software controls—sometimes referred to as “jail broken”—are not compatible mobile devices. You acknowledge that the use of a modified device to use the Services is expressly prohibited, constitutes a violation of these Terms.
ELECTRONIC COMMUNICATIONS, TRANSACTIONS, AND SIGNATURES
Visiting the Services, sending us emails, and completing online forms constitute electronic communications. We may provide disclosures and notices required by law and other information about your Shuup account to you electronically, by posting it on our website, pushing notifications through the Services, or by emailing it to the email address listed in your Shuup account. You consent to receive electronic communications, and you agree that all agreements, notices, disclosures, and other communications we provide to you electronically, satisfy any legal requirement that such communication be in writing.
YOU HEREBY AGREE TO THE USE OF ELECTRONIC SIGNATURES, CONTRACTS, ORDERS, AND OTHER RECORDS, AND TO ELECTRONIC DELIVERY OF NOTICES, POLICIES, AND RECORDS OF TRANSACTIONS INITIATED OR COMPLETED BY US OR VIA THE SERVICES.
You hereby waive any rights or requirements under any statutes, regulations, rules, ordinances, or other laws in any jurisdiction which require an original signature or delivery or retention of non-electronic records, or to payments or the granting of credits by any means other than electronic means.
INTELLECTUAL PROPERTY RIGHTS
Unless otherwise indicated, the Services are our proprietary property and all source code, databases, functionality, software, websites, website designs, mobile applications, audio, video, text, photographs, and graphics in the Services (collectively, the “Content”) and the trademarks, service marks, and logos contained therein (the “Marks”) are owned or controlled by us or licensed to us, and are protected by copyright and trademark laws and various other intellectual property rights and unfair competition laws of the United States, foreign jurisdictions, and international conventions. The Content and the Marks are provided in the Services “AS IS” for your information and personal use only. Except as expressly provided in these Terms, no part of the Services and no Content or Marks may be copied, reproduced, aggregated, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted, distributed, sold, licensed, or otherwise exploited for any commercial purpose whatsoever, without our express prior written permission.
Provided that you are eligible to use the Services, you are granted a limited license to access and use the Services, as long as you do not, and shall not, allow any third party to duplicate, alter, modify, create or plagiarize work from, reverse engineer, reverse assemble or otherwise make an attempt to locate or discern any source code, sell, assign, sublicense, grant a security interest in and/or otherwise transfer any such right in the Software. We reserve all rights not expressly granted to you in and to the Services, the Content and the Marks.
Furthermore, you do herein agree not to alter or change the Software in any manner, nature or form, and as such, not to use any modified versions of the Software, including and without limitation, for the purpose of obtaining unauthorized access to our Services. You also agree not to access or attempt to access our Services through any means other than through the interface which is provided by us for use in accessing our Services. We reserve all rights not expressly granted to you in and to the Services, Content and the Marks.
You may submit comments or ideas about the Services (“Ideas”). By submitting any Idea, you agree that your disclosure is gratuitous, unsolicited, and without restriction, that it will not place us under any fiduciary, confidentiality or other obligation, and that we are free to use the Idea without any additional compensation to you, and/or to disclose the Idea on a non-confidential basis or otherwise to anyone.
Furthermore, you herein acknowledge and agree that any Content which may be contained in any advertisements or information presented by and through our Services or by advertisers is protected by copyrights, trademarks, patents or other proprietary rights and laws. Therefore, except for that which is expressly permitted by applicable law or as authorized by us, you agree not to alter, modify, lease, rent, loan, sell, distribute, transmit, broadcast, publicly perform and/or created any plagiaristic works which are based on the Services, in whole or part.
The Services and any related documentation are provided “AS IS” without warranty of any kind, either express or implied, including, without limitation, the implied warranties of merchantability, fitness for a particular purpose, or non-infringement. You accept any and all risk arising out of use or performance of any Software.
USER GENERATED CONTRIBUTIONS
The Services may invite you to chat, contribute to, or participate in blogs, message boards, online forums, and other functionality, and may provide you with the opportunity to create, submit, post, display, transmit, perform, publish, distribute, or broadcast content and materials to us or in the Services, including but not limited to text, writings, video, audio, photographs, graphics, comments, suggestions, or personally identifiable information or other material (collectively, “Contributions”).
Contributions will be viewable by other users of the Services and through third-party websites. As such, any Contributions you transmit may be treated as non-confidential and non-proprietary. When you create or make available any Contribution, you represent and warrant that:
(1) the creation, distribution, transmission, public display or performance, and the accessing, downloading, or copying of your Contributions do not and will not infringe the proprietary rights, including but not limited to the copyright, patent, trademark, trade secret, or moral rights of any third party.
(2) you are the creator and owner of or have the necessary licenses, rights, consents, releases, and permissions to use and to authorize us, the Services, and other users of the Services to use your Contributions in any manner contemplated by the Services and these Terms.
(3) you have the written consent, release, and/or permission of each and every identifiable individual person in your Contributions to use the name or likeness of each and every such identifiable individual person to enable inclusion and use of your Contributions in any manner contemplated by the Services and these Terms.
(4) your Contributions are not false, inaccurate, or misleading.
(5) your Contributions are not unsolicited or unauthorized advertising, promotional materials, pyramid schemes, chain letters, spam, mass mailings, or other forms of solicitation.
(6) your Contributions are not obscene, lewd, lascivious, filthy, violent, harassing, libelous, slanderous, or otherwise objectionable (as determined by us).
(7) your Contributions do not ridicule, mock, disparage, intimidate, or abuse anyone.
(8) your Contributions do not advocate the violent overthrow of any government or incite, encourage, or threaten physical harm against another.
(9) your Contributions do not violate any applicable law, regulation, or rule.
(10) your Contributions do not violate the privacy or publicity rights of any third party.
(11) your Contributions do not contain any material that solicits personal information from anyone under the age of 18 or exploits people under the age of 18 in a sexual or violent manner.
(12) your Contributions do not violate any federal or state law concerning child pornography, or otherwise intended to protect the health or well-being of minors;
(13) your Contributions do not include any offensive comments that are connected to race, national origin, gender, sexual preference, or physical handicap.
(14) your Contributions do not otherwise violate, or link to material that violates, any provision of these Terms, or any applicable law or regulation.
Any use of the Services in violation of the foregoing violates these Terms and may result in, among other things, termination or suspension of your rights to use the Services.
CONTRIBUTION LICENSE
By posting your Contributions to any part of the Services or making Contributions accessible to the Services by linking your account from the Services to any of your social networking accounts, you automatically grant, and you represent and warrant that you have the right to grant, to us an unrestricted, unlimited, irrevocable, perpetual, non-exclusive, transferable, royalty-free, fully-paid, worldwide right, and license to host, use, copy, reproduce, disclose, sell, resell, publish, broadcast, retitle, archive, store, cache, publicly perform, publicly display, reformat, translate, transmit, excerpt (in whole or in part), and distribute such Contributions (including, without limitation, your image and voice) for any purpose, commercial, advertising, or otherwise, and to prepare derivative works of, or incorporate into other works, such Contributions, and grant and authorize sublicenses of the foregoing. The use and distribution may occur in any media formats and through any media channels.
This license will apply to any form, media, or technology now known or hereafter developed, and includes our use of your name, company name, and franchise name, as applicable, and any of the trademarks, service marks, trade names, logos, and personal and commercial images you provide. You waive all moral rights in your Contributions, and you warrant that moral rights have not otherwise been asserted in your Contributions.
We do not assert any ownership over your Contributions. You retain full ownership of all of your Contributions and any intellectual property rights or other proprietary rights associated with your Contributions. We are not liable for any statements or representations in your Contributions provided by you in any area in the Services.
You are solely responsible for your Contributions to the Services and you expressly agree to exonerate us from any and all responsibility and to refrain from any legal action against us regarding your Contributions.
We have the right, in our sole and absolute discretion, (1) to edit, redact, or otherwise change any Contributions; (2) to re-categorize any Contributions to place them in more appropriate locations in the Services; and (3) to pre-screen or delete any Contributions at any time and for any reason, without notice. We have no obligation to monitor your Contributions.
SUBMISSIONS
You acknowledge and agree that any questions, comments, suggestions, ideas, feedback, or other information regarding the Services (“Submissions”) provided by you to us are non-confidential and shall become our sole property. We shall own exclusive rights, including all intellectual property rights, and shall be entitled to the unrestricted use and dissemination of these Submissions for any lawful purpose, commercial or otherwise, without acknowledgment or compensation to you.
You hereby waive all moral rights to any such Submissions, and you hereby warrant that any such Submissions are original with you or that you have the right to submit such Submissions. You agree there shall be no recourse against us for any alleged or actual infringement or misappropriation of any proprietary right in your Submissions.
ONLINE STORE
The Services include features for you to create and manage an online store, process orders and sell products online including providing or selling products and services to, or otherwise collect payments from, your users and customers (such activities, “Ecommerce”). We’re not a party to, and we aren’t liable for, your Ecommerce.
You acknowledge and agree that you shall be responsible for all goods and services offered through your Ecommerce, all materials used or displayed through your Ecommerce, and all acts or omissions that occur through your Ecommerce or in connection with your account or password. You agree that your use of the Services and your Ecommerce will be in compliance with these Terms and any applicable laws and regulations at all times, including without limitation the following:
(1) You agree to display online your contact information, including but not limited to company name, address, telephone number, and email address. Merchant also agrees to update such information to keep it true, accurate, current and complete.
(2) You represent and warrant that you have full power and authority under all relevant laws and regulations:
(a) to offer and sell the goods and services offered through your Ecommerce, including but not limited to holding all necessary licenses from all necessary jurisdictions to engage in the advertising and sale of the goods or services offered through your Ecommerce;
(b) to copy and display the materials used or displayed through your Ecommerce; and,
(c) to provide for credit card payment and delivery of goods or services as specified through your Ecommerce.
(3) You are solely responsible for: (a) all taxes and fees associated with your Ecommerce, including without limitation any taxes related to the purchase or sale of products or services in connection therewith; (b) collecting, reporting and remitting required taxes to relevant government authorities; and (c) informing your users or customers of required taxes, and providing them with invoices as required by law. You also agree that any tax estimates, reporting or related materials that we may provide via the Services are for illustration purposes only, and you may not rely on them to comply with your tax obligations.
(4) You are solely responsible for fulfilling and delivering your products and services to your users or customers.
(5) You are solely responsible for any claims or warranties you make in connection with your Ecommerce.
(6) You are solely responsible for handling any comments or complaints related to your Ecommerce, including without limitation any issues related to payments, promotions, refunds or chargebacks. You agree to provide accurate and complete contact information through your Ecommerce so that your users or customers can submit comments or complaints to you.
(7) You agree to post and make clearly available through your Ecommerce a privacy policy, and any other terms or policies that may be required by law, and you warrant that your Ecommerce will comply with all applicable laws and regulations. You agree that we won’t provide any legal advice regarding such terms, policies or compliance.
(8) You represent and warrant that you will not engage in any activities:
(a) that defame, impersonate or invade the privacy of any third party or entity;
(b) that infringe the rights of any third party, including but not limited to the intellectual property, business, contractual, or fiduciary rights of others; and,
(c) that are in any way connected with the transmission of “junk mail” “spam” or the unsolicited mass distribution of e-mail, or with any unethical marketing practices, such as posting multiple submissions in public forums that are identical.
(9) You represent and warrant that you will not offer or sell any products or services which, in our sole discretion:
(a) may be deemed hazardous, counterfeit, stolen, fraudulent, offensive or abusive;
(b) are prohibited for sale, distribution or use;
(c) promote tobacco products, illegal drugs, hazardous or restricted items, offensive material, counterfeit items, personal information in any form, police badges or uniforms, stolen property, shares, securities or other financial products, blood, bodily fluids or body parts, weapons, explosives, ammunition, obscene material, pornography, banned adult products, gambling/betting products or services, prepaid cards or vouchers, or copyrighted / branded goods that you do not own or have all the necessary rights to offer for sale or promote, Web hosting and SEO services, Technical support services, Visa and/or immigration services. You agree that the decision as the whether any product falls within any of these categories will be made by us, acting reasonably.
(d) adult orientated products and services, or regulated products and services, such as alcohol via our site or services unless you comply with all applicable laws, regulations and industry codes, including, but not limited to, restricting the content to age verified users, and ensuring the products and services are not procured by persons under the legal age for purchase.
(e) or otherwise fail to comply with any applicable laws or regulations, including without limitation with respect to intellectual property, privacy or publicity rights, consumer protection, product safety or trade regulations, or export controls, regulations or sanctions.
(10) You agree to comply with the export, re-export, and import laws and regulations of the United States and other applicable countries where you operate or do business, including but not limited to the United States Export Administration Regulations, the antiboycott rules, and the Office of Foreign Assets Control regulations. Specifically, but without limitation, you represent and warrant that you:
(a) will not use the Service to directly or indirectly conduct, promote, or facilitate business in countries and with nationals that are prohibited by U.S. embargoes or trade sanctions (these embargoed and sanctioned countries are: Cuba, North Korea, Iran, Sudan, and Syria; You are responsible for complying with any updates and revisions that the U.S. government makes to this list of prohibited export destinations);
(b) are not a party identified on any government export exclusion lists nor using the Service to conduct business with a party identified on such lists, including but not limited to the U.S. Denied Persons, Entity, and Specially Designated Nationals Lists;
(c) will not use the Service to export items, Content, or materials to or for military, nuclear, missile, chemical, or biological weaponry end users or end uses; and
(d) will defend, indemnify, and hold us harmless against any liability (including attorneys fees) arising out of or related to your failure to comply with applicable export, re-export, and import laws and regulations.
(11) You agree to comply with all applicable U.S. and non-U.S. laws, rules, regulations, and orders, including, but not limited to, tax and intellectual property, including copyright, content, sales, mail-order, commerce, and ecommerce laws and regulations. You shall be responsible for determining which laws or regulations are applicable to your use of the Services. You shall, upon our request, provide us assurance of your compliance with those laws. You acknowledge that we exercise no control whatsoever over the content of the information passing through our Ecommerce and that it is your sole responsibility to ensure that the information you and your users transmit and receive complies with all applicable laws and regulations and these Terms.
We may, at any time and in our sole discretion, and without any notice to you, suspend or disable access to the Services or remove your account, your sites or your Ecommerce, without any liability to you or to any users or customers, including without limitation for any loss of profits, revenue, data, goodwill or other intangible losses (except where prohibited by law). For example, we may suspend your Ecommerce if you:
(1) violate or threaten to violate the letter or spirit of these Terms.
(2) offer for sale goods or services, or uses or displays materials, that are illegal, obscene, vulgar, offensive, dangerous, or are otherwise inappropriate;
(3) substantially change your Ecommerce from the time it was accepted;
(4) receive a significant number of complaints for failing to be reasonably accessible to customers or timely fulfill customer orders;
(5) become the subject of a government complaint or investigation.
DELIVERY
Shuup may allow you to provide driving and delivery services through the Services including making possible a connection between those individuals and/or businesses that want to contract with someone to pick-up, carry and/or deliver personal property and goods (“Senders“) and those individuals and/or businesses seeking to perform the pick-up, carrying and delivery services requested by a Sender (“Drivers“). Your customers and Drivers may communicate regarding the driving and delivery services through the Services. Shuup may utilize a third party provider to facilitate text, voice and other communications between your customer and Driver (such as to mask a party’s phone number) and if Shuup so utilizes such third party, such third party’s terms of service will apply to the services such third party performs.
You represent and warrant that your Drivers:
(1) are of legal age to operate a vehicle for the purpose of delivery in accordance with applicable law;
(2) possesses a valid driver’s license and are authorized to operate a motor vehicle and have all appropriate licenses, approvals and authority to provide transportation to third parties in all jurisdictions in which such Drivers participates in the Services;
(3) owns, or has the legal right to operate, the vehicle such Driver uses when participating in Services, and such vehicle is in good operating condition and meets the industry safety standards and all applicable statutory and state department of motor vehicle requirements for a vehicle of its kind;
(4) is named or scheduled on the insurance policy covering the vehicle such Driver uses;
(5) has a valid policy of liability insurance (in coverage amounts consistent with all applicable legal requirements) for the operation of such Driver’s vehicle to cover any anticipated losses related to such Driver’s participation in the Services;
(6) will be solely responsible for any and all liability which results from or is alleged as a result of the operation of the vehicle such Driver uses to participate in the Services, including, but not limited to personal injuries, death and property damages;
(7) will obey all applicable laws related to the matters set forth herein, and will be solely responsible for any violations of such laws;
(8) will not make any misrepresentation regarding the App, the Services or such Driver’s status as a Driver, offer or provide transportation as a public carrier or taxi service, or engage in any other activity in a manner that is inconsistent with such Driver’s obligations under this Agreement;
(9) will not transport any Individual in Driver’s vehicle while performing the Services;
(10) will not transport pets, livestock, or hazardous materials without appropriate permits;
(11) will not discriminate or harass anyone on the basis of race, national origin, religion, gender, gender identity, physical or mental disability, medical condition, marital status, age or sexual orientation;
(12) is medically fit to drive in accordance with applicable law;
(13) and in the event of a motor vehicle accident, will be solely responsible for compliance with any applicable statutory or department of motor vehicles requirements, and for all necessary contacts with such Driver’s insurance carrier.
We have no control over and are not responsible for your performance, actions or inactions, whether identified through our Services, our applications, in public, private, or offline interactions, or otherwise. You acknowledge and agree that we do not have control over, and have no liability or responsibility for your quality, timing, legality, suitability, reliability, timeliness, or accuracy, or failure to provide the services requested or payment required therefor, or for any other aspect whatsoever of a delivery nor for your integrity, responsibility or any of the actions or omissions whatsoever. You acknowledge and agree that we do not have control over, and has no responsibility for, any damage to the content(s) of a delivery.
Prohibited delivery items:
All Senders are prohibited from including in any delivery, and all Drivers are prohibited from knowingly accepting, picking-up, carrying or delivering any delivery containing the following items:
(1) adult orientated products and services, or regulated products and services, such as alcohol via our site or Services unless you comply with all applicable laws, regulations and industry codes, including, but not limited to, restricting the content to age verified users, and ensuring the products and services are not procured by persons under the legal age for purchase;
(2) firearms or weapons of any kind, any firearm or weapon parts, or ammunition in any amount;
(3) common fireworks;
(4) replica or inert explosives or weapons that bear an appearance to actual explosives or weapons;
(5) any “Hazardous Material” not including those Hazardous Materials in small or excepted quantities as defined in 49 C.F.R.;
(6) any Hazardous Waste, defined as a solid waste that meets any of the criteria of the hazardous waste as described in 40 C.F.R. § 261.3 (whether or not in small or excepted quantities);
(7) any animal
(8) any prescription or over the counter medicine that has not been paid for and is being delivered to a person other than the purchaser or the prescription holder;
(9) people;
(10) anything illegal including, without limitation, other contraband;
(11) coins, currency, postage stamps, negotiable instruments, money orders;
(12) unset precious stones, industrial diamonds, any article that contains more than fifty percent by weight of gold or platinum or any combination thereof in raw form, including, but not limited to, bullion, bars, or scraps of these metals;
(13) cremated remains, human remains, fetal remains, human body parts, or components thereof.
REWARDS AND LOYALTY POINTS
We may allow you to offer reward points or loyalty points for your users or customers, we do so as an independent marketing portal and platform. You are the sole provider of the points and the sole issuer of the points, and you are the exclusive seller of the products and/or services associated. You shall at all times, retain the legal obligation to honor points for the products and/or services promised to the users or customers, in compliance with these Terms all applicable law.
You acknowledge and agree that in certain jurisdictions applicable law regulates the permitted expiration of all or certain rewards, and may require you to redeem such rewards beyond their stated expiration date and/or to provide users or customers with a refund equal to the cash value (the purchase value) of the points if the user or customer requests a refund, and you agree to do so to the extent so required by law. We shall have no obligation to make any redemption to users or customers in place of you.
HARDWARE
You will install any equipment reasonably required by us for you to use the Services. Unless agreed upon by us through a separate Equipment Lease Agreement or Equipment Purchase Agreement, any hardware or equipment provided by us will remain our sole property and may be used solely for purposes related to fulfilling your responsibilities under these Terms. You agree to use any security procedures or protocols or access credentials as requested by us. You will not allow any third party to use the Services. You will be responsible for any damage to or loss of any hardware or equipment provided by us, which will be promptly reimbursed by you (at the replacement cost thereof). We may recover the replacement cost of damaged or lost hardware or equipment by deducting such amount from recurring payments. If third party hardware or equipment is used, you are responsible for obeying that third party’s terms and policies.
ACCEPTING PAYMENTS AND CREDIT CARDS
To accept payments from your users or customers in connection with the Services, we may offer integrations or features with third party payment processors. Your relationship with such payment processors is governed by those payment processors’ terms and policies. We don’t control and aren’t liable for any payment processors, or for any transaction you may enter into with or through any payment processors. Payment processors are third party services. While we will try to provide advance notice, you agree that we may, at any time and in our sole discretion, and without any notice to you, suspend, disable access to, or remove from the Services, any payment processors, without any liability to you or to any users or customers, including without limitation for any loss of profits, revenue, data, goodwill or other intangible losses (except where prohibited by law). Your payment processors may provide invoices for any transaction fees associated with your transactions.
Any transaction that you process using the Services is between you and the customer or user, and we are not a party to these transactions. You acknowledge and agree that receipt of buyer information does not indicate that the payment instrument has sufficient available funds, that a transaction will be authorized or processed, or that the transaction will not later result in a chargeback or reversal. You are solely responsible for investigating and resolving disputes with customers or users as dictated by you agreement with your payment processor.
PAYMENT CARD ASSOCIATION COMPLIANCE.
We utilize the services of PCI compliant third party payment processors; however, you acknowledge and agree that your use of the Services does not guarantee PCI compliance or that its systems are secure from unauthorized access. You are responsible for PCI compliance and notification of any suspected breach of your systems and any fines, penalties, cost of those notifications or registration fee imposed by any payment card association and your acquirer.
GUIDELINES FOR REVIEWS
We may provide you areas in the Services to for you or for users or customers to leave reviews or ratings. Reviews must comply with the following criteria:
(1) reviews should have firsthand experience with the person/entity being reviewed;
(2) reviews should not contain offensive profanity, or abusive, racist, offensive, or hate language;
(3) reviews should not contain discriminatory references based on religion, race, gender, national origin, age, marital status, sexual orientation, or disability;
(4) reviews should not contain references to illegal activity;
(5) reviews should not be affiliated with competitors if posting negative reviews;
(6) reviews should not make any conclusions as to the legality of conduct.
We may accept, reject, or remove reviews in our sole discretion. We have absolutely no obligation to screen reviews or to delete reviews, even if anyone considers reviews objectionable or inaccurate. Reviews are not endorsed by us, and do not necessarily represent our opinions or the views of any of our affiliates or partners.
We do not assume liability for any review or for any claims, liabilities, or losses resulting from any review. By posting a review, you hereby grant to us a perpetual, non-exclusive, worldwide, royalty-free, fully-paid, assignable, and sublicensable right and license to reproduce, modify, translate, transmit by any means, display, perform, and/or distribute all content relating to reviews.
ONLINE COMMUNITY
We provide an online Community help forum for users to share information relating to their use of the Services. Information posted in the Community is the opinion of the user who submitted the content and does not represent an official statement from Shuup itself nor reflect an official endorsement from Shuup. Information posted in the Community is not confidential. All messages posted in these categories become our Content and may be reused for other purposes without the author’s prior consent.
We reserve the right, but are not obligated, to monitor postings and disallow postings that we believe to be inappropriate, inaccurate, or in conflict with these Terms, or Shuup principles, standards and guidelines, without prior consent from the author. We reserve the right to terminate, suspend, modify, or delete, at our sole discretion, any Content submitted by users. We may also limit or terminate your use of Community or our Services if, in our sole judgment, you abuse or inappropriately use the Community.
We do not endorse, support, represent or guarantee the completeness, truthfulness, applicability, usefulness, accuracy, or reliability of any Content or communications posted via the Community endorse any opinions expressed there. You understand that by using the Community, you may be exposed to Content that might be offensive, harmful, inaccurate or otherwise inappropriate, or in some cases, postings that have been mislabeled or are otherwise deceptive. Under no circumstances will we be liable in any way for any Content, including, but not limited to, any errors or omissions in any Content, or any loss or damage of any kind incurred as a result of the use of any Content posted, emailed, transmitted or otherwise made available via the Community or broadcast elsewhere. By using the Community, you agree to indemnify and hold Shuup, its staff, and its agents, harmless from and against any liability, claims, damages, losses, costs, and expenses (including attorneys’ fees) relating to any acts or omissions by users or to materials or information transmitted by users in connection with the use of the Community.
We reserve the right to modify or change the rules of the Community without prior notification to current or new users. Any substantial modifications or changes, of course, would be subsequently shared with current and new users.
TAXES
It is your responsibility to determine what, if any, taxes apply to the payments you make or receive, and it is your responsibility to collect, report and remit the correct tax to the appropriate tax authority. We are not responsible for determining whether taxes apply to your transaction, or for collecting, reporting or remitting any taxes arising from any transaction with or by you and users or customers. You may be asked to provide us with a valid Tax Identification Number for tax reporting purposes. An IRS Form 1099 may be issued in your name for the value of payments made. Notwithstanding anything else in these Terms, you shall be, and will remain, registered for sales, use and other similar tax collection purposes in all states and localities in which you are required to be so registered in connection with your offering and pursuant to the terms, and shall be responsible for paying any and all sales, use or any other taxes related to your offering or the goods and services you provide.
You bear sole financial responsibility for any and all sales, use, excise, general, GST, VAT or other similar taxes, including any interest penalties and additions related thereto, imposed on or arising from the transactions contemplated by your use of the Services, if any. We shall apply the applicable tax to the amounts we retain and/or other fees remitted to us pursuant these Terms. Taxes are calculated using your billing address and will be included on invoices or in recurring charges. Tax rates are subject to change. If applied, taxes will be calculated at the time of each payment using the rates in effect under current law.
SERVICES MANAGEMENT
We reserve the right, but not the obligation, to:
(1) monitor the Services for violations of these Terms;
(2) take appropriate legal action against anyone who, in our sole discretion, violates the law or these Terms, including without limitation, reporting such user to law enforcement authorities;
(3) in our sole discretion and without limitation, refuse, restrict access to, limit the availability of, or disable (to the extent technologically feasible) any of your Contributions or any portion thereof;
(4) in our sole discretion and without limitation, notice, or liability, to remove from the Services or otherwise disable all files and content that are excessive in size or are in any way burdensome to our systems;
(5) otherwise manage the Services in a manner designed to protect our rights and property and to facilitate the proper functioning of the Services.
DATA
We will maintain certain data that you transmit to the Services for the purpose of managing the performance of the Services, as well as data relating to your use of the Services. Although we perform regular routine backups of data, you are solely responsible for all data that you transmit or that relates to any activity you have undertaken using the Services.
You agree that we shall have no liability to you for any loss or corruption of any such data, and you hereby waive any right of action against us arising from any such loss or corruption of such data.
SECURITY
We have implemented technical and organizational measures designed to secure your personal information from accidental loss and from unauthorized access, use, alteration, or disclosure. However, we cannot guarantee that unauthorized third parties will never be able to defeat those measures or use your personal information for improper purposes. You provide your personal information at your own risk.
You are responsible for safeguarding your password and for restricting access to the Services from your compatible mobile devices and computer(s). You will immediately notify us of any unauthorized use of your password or Shuup account or any other breach of security. In the event of any dispute between two or more parties as to account ownership, we will be the sole arbiter of such dispute in our sole discretion. Our decision (which may include termination or suspension of any Shuup account subject to dispute) will be final and binding on all parties.
FEES AND PAYMENT
Shuup may offer Services to be paid for on a recurring basis (“Plan”). Plans may subject you to recurring fees and/or terms. You will select your Plan as part of your registration for the Services. Unless otherwise provided in a Plan’s terms, subscription fees will be charged every 30 days from the date of your signup every month until cancelled. You may cancel a Plan at any time from your Shuup account settings. If you cancel a Plan, you will continue to have access to your Plan’s Services through the end of your then current billing period, but you will not be entitled to a refund or credit for any fees already due or paid.
Sales tax will be added to the price of purchases as deemed required by us.
We reserve the right to correct any errors or mistakes in pricing, even if we have already requested or received payment. We also reserve the right to refuse any order placed through the Services.
We may change the fees for the Services or Plans at any time or impose additional fees or charges. Such changes will be effective as of the first billing cycle that occurs more than thirty (30) days after notice of our new fees. Your continued use of the Services after notice of a change to our fees will constitute your agreement to such changes.
By signing up for a Plan, including after any free trial period, you agree to pay us any fees and any applicable taxes. Subscription Fees may be paid by debit card or credit card. If you link a debit or credit card to your account, you authorize us to collect any fees by debit from your linked debit card or charge to your linked credit card.
You agree to provide current, complete, and accurate purchase and account information. You further agree to promptly update account and payment information, including email address, payment method, and payment card expiration date, so that we can complete your transactions and contact you as needed.
We reserve the right to deactivate your access to the Services for failure to pay applicable fees as described in these Terms.
FREE TRIAL
We offer a 30-day free trial to new users who register with the Services. The account will be charged according to the user’s chosen Plan or subscription at the end of the free trial.
CANCELLATION
All purchases are non-refundable. You can cancel your subscription at any time by logging into your account or contacting us by email at contact@shuup.com. Your cancellation will take effect at the end of the current paid term.
If you are unsatisfied with our Services, please email us at contact@shuup.com.
TERM AND TERMINATION
These Terms shall remain in full force and effect while you use the Services. WITHOUT LIMITING ANY OTHER PROVISION OF THESE TERMS OF USE, WE RESERVE THE RIGHT TO, IN OUR SOLE DISCRETION AND WITHOUT NOTICE OR LIABILITY, DENY ACCESS TO AND USE OF THE SERVICES (INCLUDING BLOCKING CERTAIN IP ADDRESSES), TO ANY PERSON FOR ANY REASON OR FOR NO REASON, INCLUDING WITHOUT LIMITATION FOR BREACH OF ANY REPRESENTATION, WARRANTY, OR COVENANT CONTAINED IN THESE TERMS OF USE OR OF ANY APPLICABLE LAW OR REGULATION.
We may, without any prior written notice, immediately suspend, terminate, discontinue and/or limit your account, any email associated with your account, and access to any of our Services. The cause for such termination, discontinuance, suspension and/or limitation of access shall include, but is not limited to:
(1) any breach or violation of our Terms or any other incorporated agreement, regulation and/or guideline;
(2) by way of requests from law enforcement or any other governmental agencies;
(3) the discontinuance, alteration and/or material modification to our Services, or any part thereof;
(4) unexpected technical or security issues and/or problems;
(5) any extended periods of inactivity;
(6) any engagement by you in any fraudulent or illegal activities; and/or
(7) the nonpayment of any associated fees that may be owed by you in connection with your account.
Furthermore, you herein agree that any and all terminations, suspensions, discontinuances, and or limitations of access for cause shall be made at our sole discretion and that we shall not be liable to you or any other third party with regards to the termination of your account, associated email address and/or access to any of our Services.
The termination of your account with us shall include any and/or all of the following:
(1) the removal of any access to all or part of the Services;
(2) the deletion of your password and any and all related information, files, and any such content that may be associated with or inside your account, or any part thereof; and
(3) the barring of any further use of all or part of our Services.
If we terminate or suspend your account for any reason, you are prohibited from registering and creating a new account under your name, a fake or borrowed name, or the name of any third party, even if you may be acting on behalf of the third party.
In addition to terminating or suspending your account, we reserve the right to take appropriate legal action, including without limitation pursuing civil, criminal, and injunctive redress.
You may cancel or terminate your account, associated email address and/or access to our Services by submitting a cancellation or termination request to contact@shuup.com.
(1) unless otherwise provided in the Terms, you will not be entitled to any refunds of any fees, pro rata or otherwise;
(2) any outstanding balance owed to us for your use of the Services through the effective date of such termination will immediately become due and payable in full;
(3) If at the date of termination of the Services, there are any outstanding fees owing by you, we will charge the outstanding fees from your provided payment method. Once paid in full, you will not be charged again.
EFFECT OF TERMINATION
If these Terms or your Shuup Account is terminated or suspended for any reason: (a) the license and any other rights granted under these Terms and any additional terms will end, (b) we may (but have no obligation to) delete your information and account data stored on our servers, and (c) we will not be liable to you or any third party for compensation, reimbursement, or damages for any termination or suspension of the Services, or for deletion of your information or account data. In addition to any payment obligations, the following sections of these Terms survive and remain in effect in accordance with their terms upon termination: INTELLECTUAL PROPERTY RIGHTS, THIRD-PARTY WEBSITES AND CONTENT, EFFECT OF TERMINATION, INDEMNIFICATION, WARRANTY DISCLAIMERS, BINDING INDIVIDUAL ARBITRATION, GOVERNING LAW, STATUTE OF LIMITATIONS, ASSINGMENT, THIRD PARTY BENEFICIARIES, DISPUTES, LIMITATIONS OF LIABILITY, MISCELLANEOUS.
LICENSE
We grant you a limited, non-exclusive, revocable, non-transferable, non-sublicensable license to use the software that is part of the Services, as authorized in these Terms. We may make software updates to the Services available to you, which you must install to continue using the Services. Any such software updates may be subject to additional terms made known to you at that time.
MOBILE APPLICATION LICENSE
If you access the Services via a mobile application, then we grant you a revocable, non-exclusive, non-transferable, limited right to install and use the mobile application on wireless electronic devices owned or controlled by you, and to access and use the mobile application on such devices strictly in accordance with the terms and conditions of this mobile application license contained in these Terms.
You shall not:
(1) decompile, reverse engineer, disassemble, attempt to derive the source code of, or decrypt the application;
(2) make any modification, adaptation, improvement, enhancement, translation, or derivative work from the application;
(3) violate any applicable laws, rules, or regulations in connection with your access or use of the application;
(4) remove, alter, or obscure any proprietary notice (including any notice of copyright or trademark) posted by us or the licensors of the application;
(5) use the application for any revenue generating endeavor, commercial enterprise, or other purpose for which it is not designed or intended;
(6) make the application available over a network or other environment permitting access or use by multiple devices or users at the same time;
(7) use the application for creating a product, service, or software that is, directly or indirectly, competitive with or in any way a substitute for the application;
(8) use the application to send automated queries to any website or to send any unsolicited commercial e-mail;
(9) use any proprietary information or any of our interfaces or our other intellectual property in the design, development, manufacture, licensing, or distribution of any applications, accessories, or devices for use with the application.
APPLE AND ANDROID DEVICES
The following terms apply when you use a mobile application obtained from either the Apple Store or Google Play (each an “App Distributor”) to access the Services:
(1) the license granted to you for our mobile application is limited to a non-transferable license to use the application on a device that utilizes the Apple iOS or Android operating systems, as applicable, and in accordance with the usage rules set forth in the applicable App Distributor’s terms of service;
(2) we are responsible for providing any maintenance and support services with respect to the mobile application as specified in the terms and conditions of this mobile application license contained in these Terms or as otherwise required under applicable law, and you acknowledge that each App Distributor has no obligation whatsoever to furnish any maintenance and support services with respect to the mobile application;
(3) in the event of any failure of the mobile application to conform to any applicable warranty, you may notify the applicable App Distributor, and the App Distributor, in accordance with its terms and policies, may refund the purchase price, if any, paid for the mobile application, and to the maximum extent permitted by applicable law, the App Distributor will have no other warranty obligation whatsoever with respect to the mobile application;
(4) you represent and warrant that (i) you are not located in a country that is subject to a U.S. government embargo, or that has been designated by the U.S. government as a “terrorist supporting” country and (ii) you are not listed on any U.S. government list of prohibited or restricted parties;
(5) you must comply with applicable third-party terms of agreement when using the mobile application, e.g., if you have a VoIP application, then you must not be in violation of their wireless data service agreement when using the mobile application;
(6) you acknowledge and agree that the App Distributors are third-party beneficiaries of the terms and conditions in this mobile application license contained in these Terms, and that each App Distributor will have the right (and will be deemed to have accepted the right) to enforce the terms and conditions in this mobile application license contained in these Terms against you as a third-party beneficiary thereof.
THIRD-PARTY WEBSITES AND CONTENT
The Services may contain (or you may be sent via the Services) links to other websites (“Third-Party Websites”) as well as articles, photographs, text, graphics, pictures, designs, music, sound, video, information, applications, software, and other content or items belonging to or originating from third parties (“Third-Party Content”).
Such Third-Party Websites and Third-Party Content are not investigated, monitored, or checked for accuracy, appropriateness, or completeness by us, and we are not responsible for any Third-Party Websites accessed through the Services or any Third-Party Content posted on, available through, or installed from the Services, including the content, accuracy, offensiveness, opinions, reliability, privacy practices, or other policies of or contained in the Third-Party Websites or the Third-Party Content.
Inclusion of, linking to, or permitting the use or installation of any Third-Party Websites or any Third-Party Content does not imply approval or endorsement thereof by us. If you decide to leave the Services and access the Third-Party Websites or to use or install any Third-Party Content, you do so at your own risk, and you should be aware these Terms no longer govern.
You should review the applicable terms and policies, including privacy and data gathering practices, of any website to which you navigate from the Services or relating to any applications you use or install from the Services. Any purchases you make through Third-Party Websites will be through other websites and from other companies, and we take no responsibility whatsoever in relation to such purchases which are exclusively between you and the applicable third party.
You agree and acknowledge that we do not endorse the products or services offered on Third-Party Websites and you shall hold us harmless from any harm caused by your purchase of such products or services. Additionally, you shall hold us harmless from any losses sustained by you or harm caused to you relating to or resulting in any way from any Third-Party Content or any contact with Third-Party Websites.
ADVERTISERS
We allow advertisers to display their advertisements and other information in certain areas of the Services, such as sidebar advertisements or banner advertisements. Any correspondence or business dealings with, or the participation in any promotions of, advertisers located on or through our Services, which may include the payment and/or delivery of such related goods and/or Services, and any such other term, condition, warranty and/or representation associated with such dealings, are and shall be solely between you and any such advertiser. Moreover, you herein agree that we shall not be held responsible or liable for any loss or damage of any nature or manner incurred as a direct result of any such dealings or as a result of the presence of such advertisers on our website.
If you are an advertiser, you shall take full responsibility for any advertisements you place in the Services and any services provided through the Services or products sold through those advertisements.
Further, as an advertiser, you warrant and represent that you possess all rights and authority to place advertisements in the Services, including, but not limited to, intellectual property rights, publicity rights, and contractual rights. We simply provide the space to place such advertisements, and we have no other relationship with advertisers.
SOCIAL MEDIA
As part of the functionality of the Services, you may link your account with online accounts you have with third-party service providers (each such account, a “Third-Party Account”) by either: (1) providing your Third-Party Account login information through the Services; or (2) allowing us to access your Third-Party Account, as is permitted under the applicable terms and conditions that govern your use of each Third-Party Account.
You represent and warrant that you are entitled to disclose your Third-Party Account login information to us and/or grant us access to your Third-Party Account, without breach by you of any of the terms and conditions that govern your use of the applicable Third-Party Account, and without obligating us to pay any fees or making us subject to any usage limitations imposed by the third-party service provider of the Third-Party Account. By granting us access to any Third-Party Accounts, you understand that (1) we may access, make available, and store (if applicable) any content that you have provided to and stored in your Third-Party Account (the “Social Network Content”) so that it is available on and through the Services via your account, including without limitation any friend lists and (2) we may submit to and receive from your Third-Party Account additional information to the extent you are notified when you link your account with the Third-Party Account.
Depending on the Third-Party Accounts you choose and subject to the privacy settings that you have set in such Third-Party Accounts, personally identifiable information that you post to your Third-Party Accounts may be available on and through your account in the Services. Please note that if a Third-Party Account or associated service becomes unavailable or our access to such Third-Party Account is terminated by the third-party service provider, then Social Network Content may no longer be available on and through the Services.
You will have the ability to disable the connection between your account in the Services and your Third-Party Accounts at any time. PLEASE NOTE THAT YOUR RELATIONSHIP WITH THE THIRD-PARTY SERVICE PROVIDERS ASSOCIATED WITH YOUR THIRD-PARTY ACCOUNTS IS GOVERNED SOLELY BY YOUR AGREEMENT(S) WITH SUCH THIRD-PARTY SERVICE PROVIDERS.
We make no effort to review any Social Network Content for any purpose, including but not limited to, for accuracy, legality, or non-infringement, and we are not responsible for any Social Network Content. You acknowledge and agree that we may access your email address book associated with a Third-Party Account and your contacts list stored on your mobile device or tablet computer solely for purposes of identifying and informing you of those contacts who have also registered to use the Services.
You can deactivate the connection between the Services and your Third-Party Account by contacting us by email at contact@shuup.com or through your account settings (if applicable). We will attempt to delete any information stored on our servers that was obtained through such Third-Party Account, except the username and profile picture that become associated with your account.
DIGITAL MILLENNIUM COPYRIGHT ACT (“DMCA”) NOTICE AND POLICY
We respect the intellectual property rights of others. We may disable and/or terminate the accounts of any user who violates these Terms and/or infringes the rights of others. If you believe that any material available on or through the Services infringes upon any copyright you own or control, you should provide to us the following information:
(1) A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
(2) identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works in the Services are covered by the Notification, a representative list of such works in the Services;
(3) identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material;
(4) information reasonably sufficient to permit us to contact the complaining party, such as an address, telephone number, and, if available, an email address at which the complaining party may be contacted;
(5) a statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law;
(6) a statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed upon.
Our Agent for notice of claims of copyright or other intellectual property infringement can be contacted as follows:
Shuup
Attn: Copyright Agent
Email: contact@shuup.com
INDEMNIFICATION
You agree to defend, indemnify, and hold us harmless, including our subsidiaries, affiliates, processors, and all of our respective officers, agents, partners, and employees, from and against any loss, damage, liability, claim, or demand, including reasonable attorneys’ fees and expenses, made by any third party due to or arising out of: (1) your Contributions; (2) the use or inability to use the Services; (3) breach of these Terms; (4) any breach of your representations and warranties set forth in these Terms; (5) your violation of the rights of a third party, including but not limited to intellectual property rights; (6) any overt harmful act toward any other user of the Services with whom you connected via the Services (7) or any other matter which may be related to the Service.
Notwithstanding the foregoing, we reserve the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate, at your expense, with our defense of such claims. We will use reasonable efforts to notify you of any such claim, action, or proceeding which is subject to this indemnification upon becoming aware of it.
WARRANTY DISCLAIMERS
YOU HEREIN EXPRESSLY ACKNOWLEDGE AND AGREE THAT:
(1) THE USE OF THE SERVICES AND SOFTWARE ARE AT THE SOLE RISK BY YOU. OUR SERVICES AND SOFTWARE SHALL BE PROVIDED ON AN “AS IS” AND/OR “AS AVAILABLE” BASIS. US AND OUR SUBSIDIARIES, AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES OF ANY KIND WHETHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
(2) SHUUP AND OUR SUBSIDIARIES, OFFICERS, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS MAKE NO SUCH WARRANTIES THAT (i) THE SERVICES OR SOFTWARE WILL MEET YOUR REQUIREMENTS; (ii) THE SERVICES OR SOFTWARE SHALL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; (iii) THAT SUCH RESULTS WHICH MAY BE OBTAINED FROM THE USE OF THE SERVICES OR SOFTWARE WILL BE ACCURATE OR RELIABLE; (iv) QUALITY OF ANY PRODUCTS, SERVICES, ANY INFORMATION OR OTHER MATERIAL WHICH MAY BE PURCHASED OR OBTAINED BY YOU THROUGH OUR SERVICES OR SOFTWARE WILL MEET YOUR EXPECTATIONS; AND (v) THAT ANY SUCH ERRORS CONTAINED IN THE SOFTWARE SHALL BE CORRECTED.
(3) ANY INFORMATION OR MATERIAL DOWNLOADED OR OTHERWISE OBTAINED BY WAY OF THE SERVICES OR SOFTWARE SHALL BE ACCESSED BY YOUR SOLE DISCRETION AND SOLE RISK, AND AS SUCH YOU SHALL BE SOLELY RESPONSIBLE FOR AND HEREBY WAIVE ANY AND ALL CLAIMS AND CAUSES OF ACTION WITH RESPECT TO ANY DAMAGE TO YOUR COMPUTER AND/OR INTERNET ACCESS, DOWNLOADING AND/OR DISPLAYING, OR FOR ANY LOSS OF DATA THAT COULD RESULT FROM THE DOWNLOAD OF ANY SUCH INFORMATION OR
(4) NO ADVICE AND/OR INFORMATION, DESPITE WHETHER WRITTEN OR ORAL, THAT MAY BE OBTAINED BY YOU FROM US OR BY WAY OF OR FROM OUR SERVICES OR SOFTWARE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TERMS.
(5) A SMALL PERCENTAGE OF SOME USERS MAY EXPERIENCE SOME DEGREE OF EPILEPTIC SEIZURE WHEN EXPOSED TO CERTAIN LIGHT PATTERNS OR BACKGROUNDS THAT MAY BE CONTAINED ON A COMPUTER SCREEN OR WHILE USING OUR SERVICES. CERTAIN CONDITIONS MAY INDUCE A PREVIOUSLY UNKNOWN CONDITION OR UNDETECTED EPILEPTIC SYMPTOM IN USERS WHO HAVE SHOWN NO HISTORY OF ANY PRIOR SEIZURE OR EPILEPSY. SHOULD YOU, ANYONE YOU KNOW OR ANYONE IN YOUR FAMILY HAVE AN EPILEPTIC CONDITION, PLEASE CONSULT A PHYSICIAN IF YOU EXPERIENCE ANY OF THE FOLLOWING SYMPTOMS WHILE USING OUR SERVICES: DIZZINESS, ALTERED VISION, EYE OR MUSCLE TWITCHES, LOSS OF AWARENESS, DISORIENTATION, ANY INVOLUNTARY MOVEMENT, OR CONVULSIONS.
LIMITATIONS OF LIABILITY
IN NO EVENT WILL WE OR OUR DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFIT, LOST REVENUE, LOSS OF GOODWILL, LOSS OF DATA, OR OTHER DAMAGES ARISING FROM YOUR USE OF THE SERVICES. THIS LIMITATIONS OF LIABILITY SECTION APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER BASIS, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE GREATOR OF THE AMOUNT PAID, IF ANY, BY YOU TO US DURING THE THREE MONTH PERIOD PRIOR TO ANY CAUSE OF ACTION ARISING OR $500. THE FOREGOING LIMITATION OF LIABILITY WILL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.
BINDING INDIVIDUAL ARBITRATION
To expedite resolution and control the cost of any dispute, controversy or claim related to these Terms of Use (each a “Dispute” and collectively, “Disputes”), any Dispute brought by either you or us (individually, a “Party” and collectively, the “Parties”) shall be finally and exclusively resolved by binding arbitration. YOU UNDERSTAND THAT WITHOUT THIS PROVISION, YOU WOULD HAVE THE RIGHT TO SUE IN COURT AND HAVE A JURY TRIAL. The arbitration shall be commenced and conducted under the Commercial Arbitration Rules of the American Arbitration Association (“AAA”) and, where appropriate, the AAA’s Supplementary Procedures for Consumer Related Disputes (“AAA Consumer Rules”), both of which are available at the AAA website www.adr.org. Your arbitration fees and your share of arbitrator compensation shall be governed by the AAA Consumer Rules and, where appropriate, limited by the AAA Consumer Rules. The arbitration may be conducted in person, through the submission of documents, by phone, or online. The arbitrator will make a decision in writing, but need not provide a statement of reasons unless requested by either Party. The arbitrator must follow applicable law, and any award may be challenged if the arbitrator fails to do so. Except where otherwise required by the applicable AAA rules or applicable law, the arbitration will take place in New Castle County, Delaware. Except as otherwise provided herein, the Parties may litigate in court to compel arbitration, stay proceedings pending arbitration, or to confirm, modify, vacate, or enter judgment on the award entered by the arbitrator.
If for any reason, a Dispute proceeds in court rather than arbitration, the Dispute shall be commenced or prosecuted in the state and federal courts located in New Castle County, Delaware, and the Parties hereby consent to, and waive all defenses of lack of, personal jurisdiction, and forum non conveniens with respect to venue and jurisdiction in such state and federal courts. Application of the United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transaction Act (UCITA) are excluded from these Terms of Use.
In no event shall any Dispute brought by either Party related in any way to the site or Services be commenced more than one year after the cause of action arose. If this provision is found to be illegal or unenforceable, then neither Party will elect to arbitrate any Dispute falling within that portion of this provision found to be illegal or unenforceable and such Dispute shall be decided by a court of competent jurisdiction within the courts listed for jurisdiction above, and the Parties agree to submit to the personal jurisdiction of that court.
The Parties agree that any arbitration shall be limited to the Dispute between the Parties individually. To the full extent permitted by law, (a) no arbitration shall be joined with any other proceeding; (b) there is no right or authority for any Dispute to be arbitrated on a class-action basis or to utilize class action procedures; and (c) there is no right or authority for any Dispute to be brought in a purported representative capacity on behalf of the general public or any other persons.
GOVERNING LAW
It is at the mutual agreement of both you and Shuup with regard to the Terms that the relationship between the parties shall be governed by the laws of the state of Delaware without regard to its conflict of law provisions and that any and all claims, causes of action and/or disputes, arising out of or relating to the Terms, or the relationship between you and Shuup, shall be filed within the courts having jurisdiction within the County of New Castle, Delaware or the U.S. District Court located in said state. You and us agree to submit to the jurisdiction of the courts as previously mentioned, and agree to waive any and all objections to the exercise of jurisdiction over the parties by such courts and to venue in such courts.
STATUTE OF LIMITATIONS
You acknowledge, understand and agree that regardless of any statute or law to the contrary, any claim or action arising out of or related to the use of our Services or the Terms must be filed within 1 year(s) after said claim or cause of action arose or shall be forever barred.
ASSIGNMENT
These Terms, and any rights and licenses granted hereunder, may not be transferred or assigned by you and any attempted transfer or assignment will be null and void.
THIRD PARTY BENEFICIARIES
You herein acknowledge, understand and agree, unless otherwise expressly provided in this Terms, that there shall be no third-party beneficiaries to this agreement.
U.S. GOVERNMENT RIGHTS
Our Services are “commercial items” as defined in Federal Acquisition Regulation (“FAR”) 2.101. If our Services are acquired by or on behalf of any agency not within the Department of Defense (“DOD”), our Services are subject to the terms of these Terms in accordance with FAR 12.212 (for computer software) and FAR 12.211 (for technical data).
If our Services are acquired by or on behalf of any agency within the Department of Defense, our Services are subject to the terms of these Terms in accordance with Defense Federal Acquisition Regulation (“DFARS”) 227.7202‑3.
In addition, DFARS 252.227‑7015 applies to technical data acquired by the DOD. This U.S. Government Rights clause is in lieu of, and supersedes, any other FAR, DFARS, or other clause or provision that addresses government rights in computer software or technical data under these Terms.
CORRECTIONS
There may be information in the Services that contains typographical errors, inaccuracies, or omissions, including descriptions, pricing, availability, and various other information. We reserve the right to correct any errors, inaccuracies, or omissions and to change or update the information in the Services at any time, without prior notice.
MISCELLANEOUS
These Terms and any policies or operating rules posted by us in the Services or in respect to the Services constitute the entire agreement and understanding between you and Shuup. Our failure to exercise or enforce any right or provision of these Terms shall not operate as a waiver of such right or provision. These Terms operate to the fullest extent permissible by law. We may assign any or all of our rights and obligations to others at any time. We shall not be responsible or liable for any loss, damage, delay, or failure to act caused by any cause beyond our reasonable control.
If any provision or part of a provision of these Terms is determined to be unlawful, void, or unenforceable, that provision or part of the provision is deemed severable from these Terms and does not affect the validity and enforceability of any remaining provisions.
There is no joint venture, partnership, employment or agency relationship created between you and Shuup as a result of these Terms or use of the Services. You agree that these Terms will not be construed against us by virtue of having drafted them. You hereby waive any and all defenses you may have based on the electronic form of these Terms and the lack of signing by the parties hereto to execute these Terms.
CONTACT US
In order to resolve a complaint regarding the Services or to receive further information regarding use of the Services, please contact us at:
Shuup
Email: contact@shuup.com
