Terms of Service Agreement (“Agreement”)
ShelfDig LLC (“ShelfDig,” “we,” “us,” and “our”) provides web application platform for brick-and-mortar retailers and merchants (“Merchants”) to display photos of their stores’ shelves and detailed product information (“Services) to potential customers (“Customers”) at ShelfDig.com (“Site”).
Any person who wants to access the Site and use the Services to sell items must accept the terms and conditions of this Agreement without change. BY REGISTERING FOR AND USING THE SERVICES, YOU AGREE TO BE BOUND BY ALL TERMS AND CONDITIONS OF THIS PARTICIPATION AGREEMENT, AND ALL POLICIES AND GUIDELINES OF THE SITE ARE INCORPORATED BY REFERENCE. Use of the Site and Services is limited to parties that lawfully can enter into and form contracts under applicable law.
1. Site Information. ShelfDig attempts to ensure the accuracy of information, however, ShelfDig cannot guarantee the accuracy of price, stock status, description or other details for the shelf photos or product information. ShelfDig recommends that Customers check directly with the Merchant in question to validate information. The Site and the Services are provided on an ‘as is’ basis. ShelfDig does not make any other representations or warranties of any kind, express or implied.
As a Merchant, you may list any item on the Site, unless it is prohibited by law. Without limitation, you may not list any item or link or post any related material that (a) infringes any third-party intellectual property rights (including copyright, trademark, patent, and trade secrets) or other proprietary rights (including rights of publicity or privacy); (b) constitutes libel or slander or is otherwise defamatory; or (c) is counterfeited, illegal, stolen, or fraudulent.
2. Copyright of Photos. ShelfDig maintains the exclusive worldwide copyright for all shelf photos that our team or our affiliates have taken of Merchants’ store’s shelves without exception.
If a Merchant provides or uploads photos and product information, Merchant grants ShelfDig a royalty-free, non-exclusive, worldwide, perpetual, irrevocable right and license to use, reproduce, perform, display, distribute, adapt, modify, re-format, create derivative works of, and otherwise commercially or non-commercially exploit in any manner, any and all of the photos and content you submit to ShelfDig and its affiliates, and to sublicense the foregoing rights to our affiliates and operators of any website or other online point of presence (other than the Site) through which the Site and/or products or services available thereon are syndicated, offered, merchandised, advertised or described; provided, however, that we will not alter any of your trademarks (i.e., trademarks of yours that you provide to us in non-text form for branding purposes that are separate from and not embedded or otherwise incorporated in any product specific information or materials) from the form provided by you (except to re-size trademarks to the extent necessary for presentation, so long as the relative proportions of such trademarks remain the same) and will comply with your removal requests as to specific uses of your trademarks (provided you are unable to do so using standard functionality made available to you via the Site or Services); provided further, however, that nothing in this Agreement will prevent or impair our right to use without your consent the content and any other materials provided by you, to the extent that such use is allowable without a license from you or your affiliates under applicable law (e.g., fair use under copyright law, referential use under trademark law, or valid license from a third party). You represent and warrant that you own or otherwise control all of the rights to the content you submit to ShelfDig and its affiliates, and that the use of such materials by ShelfDig and its affiliates will not infringe upon or violate the rights of any third party. The copyright for any derivative works created by ShelfDig will be owned exclusively by ShelfDig.
3. Use of Site. The Site and Services may be used only for lawful purposes and in a lawful manner.
You agree not to access (or attempt to access) any of the Services by any means other than through the interface that is provided by ShelfDig, unless you have been specifically allowed to do so in a separate agreement with ShelfDig. You specifically agree not to access (or attempt to access) any of the Services through any automated means (including use of scripts or web crawlers) and shall ensure that you comply with the instructions set out in any robots.txt file present on the Services.
You agree that you will not engage in any activity that interferes with or disrupts the Services (or the servers and networks which are connected to the Services).
Unless you have been specifically permitted to do so in a separate agreement with ShelfDig, you agree that you will not reproduce, duplicate, copy, sell, trade or resell the Services for any purpose.
4. Disputes. ShelfDig is not involved in direct transactions between Merchants and Customers. If a dispute arises, both Merchants and Customers release ShelfDig (and their respective agents and employees) from claims, demands, damages (actual and consequential).
You agree any claim, cause of action or dispute (“Claim”) arising out of or related to ShelfDig use is governed by Rhode Island (“RI”) law regardless of your location or any conflict or choice of law principle; (2) Claims must be resolved exclusively by state or federal court in Providence, RI (except we may seek injunctive remedy anywhere); (3) to submit to personal jurisdiction of said courts; (4) and any Claim must be filed by 1 year after it arose or be forever barred.
5. Rights. ShelfDig will not be considered to have waived any of its rights or remedies described in this Agreement unless the waiver is in writing and signed by the relevant party. No delay or omission by ShelfDig in exercising its rights or remedies will impair or be construed as a waiver. Any single or partial exercise of a right or remedy will not preclude further exercise of any other right or remedy. ShelfDig’s failure to enforce the strict performance of any provision of this Agreement will not constitute a waiver of either party’s right to subsequently enforce such provision or any other provisions of this Agreement.
Nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between ShelfDig and Merchants and Customers. Nothing expressed or mentioned in or implied from this Agreement is intended or shall be construed to give to any person other than the parties hereto any legal or equitable right, remedy, or claim under or in respect to this Agreement.
6. Termination and Changes. ShelfDig, in its sole discretion, may terminate this Agreement, access to the Site or the Services without notice for any reason to a Merchant or Customer. ShelfDig, in its sole discretion, also may prohibit any Merchant from listing items.
ShelfDig reserves the right to change any of the terms and conditions contained in this Participation Agreement or any policies or guidelines governing the Site or Services, at any time and in its sole discretion. Any changes will be effective upon posting of the revisions on the Site. All notice of changes to this Participation Agreement will be posted on the Site for thirty (30) days. You are responsible for reviewing the notice and any applicable changes. Changes to referenced policies and guidelines may be posted without notice to you. YOUR CONTINUED USE OF THIS SITE AND THE SERVICES FOLLOWING SHELFDIG’S POSTING OF ANY CHANGES WILL CONSTITUTE YOUR ACCEPTANCE OF SUCH CHANGES OR MODIFICATIONS. IF YOU DO NOT AGREE TO ANY CHANGES TO THIS PARTICIPATION AGREEMENT, DO NOT CONTINUE TO USE THE SERVICES OR THIS SITE.
ShelfDig works to protect the security of all personal identity information uploaded to our websites by Merchants and Customers (combined as “Users”) during transmission by using strong encryption, which protects the information you input. We restrict access to your personally identifiable information to employees who need to know that information in order to provide products or services to you. We maintain physical, electronic and procedural safeguards to guard your nonpublic personal information.
ShelfDig maintains a voluntary email subscription for both Merchants and Customers. We will never share or sell the names or email addresses on this list. If we send out sponsored emails, they will be sent through our list in order to protect your personal information.
Merchants may choose to list their store locations, hours, phone and email address on the Site. However, ShelfDig would not disclose any user’s information to any third party without the user’s prior consent, except to the extent necessary or appropriate to comply with applicable laws or in legal proceedings in which such information is relevant.
Users are responsible for all uses of their information and passwords in the registrations. Users are also responsible for maintaining the confidentiality of their information and password, and should inform us of any unauthorized use of their registration.