Terms of Service
Last Revised: 26 March 2019
1. Registration and User Account
1.1 In order to use the Services, you will be required to register and create a user account and enter into a Service Order (“User Account”). After you register a User Account, StoreMaven will contact you through the contact details you provided and assist you in completing the registration and Mobile Landing Page setup process. You acknowledge and agree: (i) to keep and ensure all User Account login details and passwords secure at all times; (ii) to remain solely responsible and liable for the activity that occurs in your User Account, (iii) that the login details may only be used by you; and (iv) to promptly notify StoreMaven in writing if you become aware of any breach, unauthorized access or use of your User Account or the Platform. You must provide all information as requested by StoreMaven in the registration process and with respect to any Services you request, and you represent and warrant that all such information shall be accurate and complete. You shall keep such information up-to-date. You shall immediately notify StoreMaven if there is a security breach of your User Account.
1.2 We may change the Platform or the Mobile Landing Pages at any time due to improvements or maintenance required for the stability and user experience of the Platform or the Mobile Landing Pages.
2. License and Restrictions.
2.1 Subject to these Terms, we hereby grant you a limited, revocable, non-exclusive, non-transferable, non-sublicensable license to access and use the Site and Content of the Site.
2.2 Subject to these Terms and during the term of the Service Order, we hereby grant you a limited, revocable non-exclusive, non-transferable, non-sublicensable license to use the Platform, the Mobile Landing Pages, the StoreMaven Content (as defined below) together with related documentation in order to receive the Services for your own internal uses.
2.3 As a Client, you hereby grant StoreMaven a royalty-free, fully paid, non-exclusive, revocable, non-assignable, non-transferable, non-sublicensable, worldwide license to use, access, adjust, and display Data, Client Content (as defined below) and other content you provide to us, solely for the purpose of: (i) generating and providing the Reports to you and other functions related to the Platform; (ii) administering and making improvements to the Services, as well as carrying out related tasks; and (iii) collecting and analyzing aggregated statistics, metrics, insights, and general trend data about the Platform for, amongst other things, StoreMaven’s marketing and promotional purposes.
2.4 Except as set forth expressly herein and as a condition to the above license grant under Section 2.1 and 2.2, you shall not, and shall not permit any third party, to (i) sell, lease, sublicense or distribute the Platform, the Mobile Landing Pages, and/or StoreMaven Content, or any part thereof, or otherwise bypass any security measure of StoreMaven with respect to the Platform or Services; (ii) reverse engineer, or attempt to reduce to human-perceivable form the source code of the Platform or any third party software provided by StoreMaven in connection with the Platform, Mobile Landing Pages and/or StoreMaven Content (“Third Party Software”); (iii) modify, revise, enhance, or alter the Platform, Mobile Landing Pages and/or StoreMaven Content except as expressly permitted by StoreMaven hereunder; (iv) copy, emulate, make derivative works, or allow copies, emulations or derivative works of the Platform, the Mobile Landing Pages and/or StoreMaven Content to be made except for backup or archival purposes and only throughout the term of the Service Order; (v) use the Platform, Mobile Landing Pages and/or StoreMaven Content for the purpose of or in connection with distribution of malicious content, spyware, cause of security breaches, Trojans or the like; (vi) use the Platform or the Services to develop a competing service or product; (vii) violate or abuse the Platform or password protections governing access to the Platform; and (viii) use the Platform, Mobile Landing Pages and/or StoreMaven Content in any illegal manner or for unlawful purposes or for purposes not intended to by StoreMaven. StoreMaven reserves the right to deny you with access to the Platform in case you, at the sole opinion of StoreMaven, violate these restrictions.
3. Payment and Support
Prior to using the Platform or receiving the Services, you must enter into the Service Order with StoreMaven. You shall make payment to StoreMaven pursuant to the terms and conditions of the Service Order. Support for the Services will be given pursuant to the terms and conditions of the Service Order.
4. Intellectual Property
Other than the Client Apps, the Data and the Reports, the Site, the Platform, the Mobile Landing Pages and the Services, including without limitation, the text, documents, descriptions, products, software, graphics, photos, sounds, videos, interactive features, and services (collectively, the “Content“) which were created and/or provided by StoreMaven therein (“StoreMaven Content”) and the trademarks, service marks, and logos contained therein (“Marks“) of StoreMaven (“StoreMaven Marks”) are and will remain the property of StoreMaven and/or its licensors. We reserve all rights not expressly granted in and to the Platform, the Content, and the Marks. StoreMaven, the StoreMaven logo, and other marks are Marks of StoreMaven or its affiliates. All other trademarks, service marks, and logos used on the Platform are the trademarks, service marks, or logos of their respective owners.
Without derogating from the above, as a Client, you shall have all right, title and interest in the Client Apps, the Content (except for StoreMaven Content), the Marks (except for StoreMaven Marks) (collectively, the “Client Content”) and the Reports. StoreMaven shall not use or share the Reports or Client Content in any form, including, without limitation the Landing Page consisting of Client Content, other than for the purpose of this Agreement and in order to create high-level statistics and other aggregated and non-identifying information, data, and analysis, for such purposes as improving the Service (or any part thereof), performing general market research, and for the development and/or evaluation of additional or modified services, features, and functionality with respect to the Service. It is hereby clarified that, and without derogating from the aforementioned, StoreMaven shall not use or share the Reports or the Client Content in any form, including, without limitation the Landing Page consisting of Client Content, without the prior written consent of the Client, other than for the purposes stated above.
StoreMaven does not request your feedback regarding the Platform, the Services, or the Site. Notwithstanding the foregoing, if you provide us with any feedback, we may use all such feedback without restriction and shall not be subject to any non-disclosure or non-use obligations in respect of such feedback. Nothing herein shall be interpreted to provide you any right except the limited license to use the Site, the Platform, and the Landing Mobile Pages, and to receive the Services as set forth herein.
5. Third Party License
The Service also includes certain Third Party Software, components, and materials, licensed under certain open source licenses (“Open Source Licenses”). Nothing in these Terms limits Client’s rights under, or grants Client rights that supersede, the terms and conditions of any applicable Open Source Licenses and the terms and conditions therein shall prevail with respect to any contradiction between the terms, with respect to such open source materials. Client must review the Open Source Licenses to understand Client’s rights under them. In any event that no such third party licenses exist or apply to certain open source material(s), the restrictions contained in these Terms shall apply thereto, except with respect to modification, confidentiality, and similar provisions.
7. Representation and Warranty
As a Client you represent and warrant that: (i) you have the power and authority to enter into these Terms and you are not subject to any agreements that conflict with your undertakings hereunder; (ii) you own Client Content and have the full power and authority, required to use, publish, transfer, and/or license any and all rights and interests in and to the Client Content; (iii) you are solely responsible for the Client Content and the consequences of using, publishing, promoting, and/or distributing such Client Content under the Services; (vi) Client shall ensure that the Platform, Mobile Landing Pages, and/or StoreMaven Content are not used and/or placed by it or anyone on its behalf in any context that harms the goodwill or reputation of StoreMaven or that may disparage or bring StoreMaven into disrepute, including any App(s), Mobile Landing Pages, and/or Store Content that contain and/or may be perceived as indecent, illegal, misleading, harmful, abusive, harassing, liable, defamatory or other offensive materials including inappropriate pornographic, sexual, etc.; (vii) the Client Content is (and will continue to be throughout the Term) true, current, accurate, complete, non-confidential, and non-infringing upon any third party rights; (viii) Client shall be solely responsible for creating backup copies of any Client Content that it creates, publishes or stores on or in connection with the Service, at Client’s sole expense; (ix) StoreMaven may, at its sole discretion and with no obligation to do so, screen, monitor, remove or edit, subject to a prior notice to Client, any Client Content or, without giving prior notice to Client, any Mobile Landing Pages available on the Service at any time and for any reason; (x) you shall be responsible for referring End Users to the Mobile Landing Pages, by using the Mobile Landing Pages URL(s) provided by StoreMaven; and (xi) Client shall display all privacy notices, have at all times all appropriate legal bases, and comply at all times with all applicable privacy and data protection laws and regulations (including, if applicable, the EU General Data Protection Regulation (“GDPR”)), for allowing StoreMaven to use the personal data (if any) in accordance with these Terms (including, without limitation, the provision of such data to StoreMaven, the transfer of such data by StoreMaven to its affiliates and subcontractors, including transfers outside of the European Economic Area). To the extent that Client is subject to the GDPR, Client shall download the StoreMaven’s Data Processing Agreement (“DPA”) available on StoreMaven’s website and return it signed to StoreMaven. In the event Client fails to comply with any data protection or privacy law or regulation, the GDPR and/or any provision of the DPA, and/or fails to return an executed version of the DPA, then: (a) to the maximum extent permitted by law, Client shall be fully liable for any such breach, violation, infringement, and/or processing of personal data without a DPA by StoreMaven and StoreMaven’s affiliates and subsidiaries (including, without limitation, their employees, officers, directors, subcontractors and agents); and (b) in the event of any claim of any kind related to any such breach, violation or infringement and/or any claim related to processing of personal data without a DPA, Client shall fully defend, hold harmless, and indemnify StoreMaven and its affiliates and subsidiaries (including, without limitation, their employees, officers, directors, subcontractors and agents) from and against any and all losses, penalties, fines, damages, liabilities, settlements, costs and expenses, including reasonable attorneys’ fees.
8.1 Notwithstanding anything to the contrary, StoreMaven shall indemnify, defend, and hold harmless Client from and against any and all third party claims, losses, expenses, damages, liabilities and costs, including reasonable attorneys’ fees, arising out of or relating to the violation of any patent, copyright, trademark, trade secret or other intellectual property or similar proprietary right of a third party.
8.2 Notwithstanding anything to the contrary, Client shall indemnify, defend, and hold harmless StoreMaven from and against all costs, damages, losses and expenses, including reasonable attorneys’ fees and other legal expenses, arising from a third-party claim, losses, expenses, damages, liabilities and costs, based on (i) Client’s breach of any of its warranties and/or obligations under this Agreement; (ii) Client’s and/or the Client Content’s violation of any third party rights or privacy rights of such third party; and/or (iii) any direct damage Client may cause to any third party with relation to the Client Content and/or Client’s use of the Service.
8.3 As a condition to the defense and indemnity set forth above, the indemnified party (“Indemnitee“) shall give the indemnifying party (the “Indemnifying Party“) prompt notice of any Claim made against it and the Indemnifying Party shall be entitled, by written notice to the Indemnitee, to assume sole control of the defense of such claim, suit or proceeding, including appeals, negotiations and any settlement or compromise thereof (collectively, “Claim”), at its own expense, provided that (a) no settlement, consent order or consent judgment which involves any admission of any liability or wrongdoing, or any act or omission on the part of Indemnitee may be agreed to by the Indemnifying Party without Indemnitee’s prior written consent, which shall not be unreasonably withheld or delayed, and (b) the Indemnifying Party shall keep the Indemnitee informed of the status and progress of such Claim, the defense thereof and/or settlement negotiations with respect thereto.
9. Disclaimer of Warranties
9.1 This section applies whether or not access to or use of the Site, or the Services (or any part thereof) is for payment. You assume all responsibility for the selection of the Services to achieve your intended results. Applicable law may not allow the exclusion of certain warranties, so to that extent, such exclusions may not apply.
9.2 YOU ACCEPT THAT THE ACCESS TO AND THE PLATFORM AND THE SERVICES (AND ANY PART THEREOF), AND ANY INFORMATION RELATED THERETO, ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF TITLE OR NON-INFRINGEMENT OR IMPLIED WARRANTIES OF USE, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE.
STOREMAVEN, DISCLAIMS AND MAKES NO REPRESENTATIONS OR WARRANTIES AS TO THE USABILITY OF THE REPORTS PROVIDED IN RESPECT TO THE DATA TO YOUR BUSINESS. YOU ARE SOLELY RESPONSIBLE FOR ANY ACTION YOU MAY TAKE BASED ON THE REPORT, AND IN MAKING ANY DECISION YOU SHOULD TAKE INTO ACCOUNT THE POSSIBILITY THAT INFORMATION PROVIDED BY THE REPORT MAY NOT CORRECTLY REFLECT CURRENT OR FUTURE TRENDS. STOREMAVEN DOES NOT ENDORSE ANY ENTITY, PRODUCT OR SERVICE MENTIONED ON THE SERVICES, INCLUDING ANY APP(S) AND/OR CLIENT CONTENT. STOREMAVEN DOES NOT AND CANNOT WARRANT THAT THE OPERATION OF THE SERVICE IS OR WILL BE SECURE, ACCURATE, COMPLETE, UNINTERRUPTED, WITHOUT ERROR, OR FREE OF VIRUSES, WORMS, OTHER HARMFUL COMPONENTS, OR OTHER PROGRAM LIMITATIONS. STOREMAVEN MAY, AT ITS SOLE DISCRETION, CORRECT, MODIFY, AMEND, ENHANCE, IMPROVE AND MAKE ANY OTHER CHANGES TO THE SERVICES AT ANY TIME OR DISCONTINUE DISPLAYING OR PROVIDING ANY CONTENT OR FEATURES WITHOUT ANY NOTICE TO CLIENT.
10. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL STOREMAVEN BE LIABLE FOR ANY DAMAGES WHATSOEVER INCLUDING, WITHOUT LIMITATION, DIRECT, INDIRECT, SPECIAL, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND, WHETHER IN AN ACTION OF CONTRACT, NEGLIGENCE OR OTHER TORTIOUS ACTIONS RESULTING FROM OR ARISING OUT OF THESE TERMS (OR ANY PART THEREOF), LOSS OF GOODWILL OR PROFITS, THE PERFORMANCE OR FAILURE BY STOREMAVEN TO PERFORM ITS OBLIGATIONS UNDER THESE TERMS, ANY OTHER ACT OR OMISSION OF STOREMAVEN BY ANY OTHER CAUSE WHATSOEVER, INCLUDING WITHOUT LIMITATION DAMAGES ARISING FROM THE CONDUCT OF STOREMAVEN AND/OR ANYONE OF ITS BEHALF; OR RELATED TO THE USE OF DATA (INCLUDING, WITHOUT LIMITATION, PERSONAL DATA); OR BASED UPON BREACH OF WARRANTY, BREACH OF CONTRACT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, REGARDLESS OF WHETHER STOREMAVEN OR ANY OF ITS AFFILIATES HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. AS SOME STATES AND JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SUCH LIMITATIONS ONLY MAY NOT APPLY IN SUCH STATES AND JURISDICTIONS. WITHOUT DEROGATING FROM THE FOREGOING, IN NO EVENT SHALL STOREMAVEN’S LIABILITY TO CLIENT, UNDER, ARISING OUT OF, OR RELATING TO, THESE TERMS AND/OR THE SERVICES (OR ANY PART THEREOF) AND/OR USE OF THE DATA (INCLUDING, WITHOUT LIMITATION, PERSONAL DATA), EXCEED THE AMOUNT PAID TO STOREMAVEN FOR THE SERVICE UNDER THESE TERMS IN THE TWELVE (12) MONTHS PRECEDING THE EVENT, AND IF NO FEES WERE CHARGED, THEN STOREMAVEN’S LIABILITY SHALL NOT EXCEED $50 USD.
11. Term and Termination
The term of these Terms shall be in accordance with the terms set forth in the applicable Service Order (the “Term”). Upon the termination or expiration of these Terms for any reason, (a) you shall cease using the Platform, the Mobile Landing Pages, the StoreMaven Content (b) all outstanding payments to StoreMaven shall be immediately due and paid in full, (c) you shall promptly remove (return or destroy), any copies of the Mobile Landing Pages and/or StoreMaven Content and shall return to StoreMaven any software and documentation to the extent provided by StoreMaven, and all copies thereof and (d) StoreMaven shall erase or otherwise destroy all copies of the Client’s Data and Confidential Information, which was disclosed to StoreMaven under these Terms, and shall cease using any Client Content provided to it by Client.
StoreMaven may assign its rights or obligations under these Terms, subject to a written notice to Client thereof. You may not assign or transfer your rights and obligations under these Terms or the Service Order without the prior written consent of StoreMaven, which shall not be unreasonably withheld, and any attempted assignment shall be null and void.
13.1 These Terms (and any dispute or claim relating to it or its subject matter) is governed by and is to be construed in accordance with the laws of the State of Israel, without reference to its conflict-of-laws principles. All disputes arising out of or in connection with these Terms shall be exclusively settled by the competent courts of Tel Aviv. These Terms, including the Service Order, is the entire agreement between the Parties and supersedes any prior agreements between them, whether written or oral, with respect to the subject matter hereof. In case of any conflict between a provision of a Service Order and a provision of these Terms, the provision specified in the Service Order shall prevail. Any further agreements between the Parties shall be made in writing (or in a form of email communication) and will be part of these Terms upon both Parties’ approval. No waiver of any rights and/or remedies arising under these Terms shall be effective unless executed in writing and signed by the Party against whom such waiver is sought to be enforced. Sections 2, 4, 5, 6, 7, 8, 9, 10, 11 and 14 shall survive termination or expiration of these Terms. YOU AGREE THAT ANY CAUSE OF ACTION THAT YOU MAY HAVE ARISING OUT OF OR RELATED TO THE SITE, THE PLATFORM OR THE SERVICES MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE AND TO THE EXTENT PERMISSIBLE UNDER APPLICABLE LAW, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.
If you have any questions (or comments) concerning the Terms, you are welcome to send us an e-mail to the following address, and we will make an effort to reply within a reasonable timeframe: [email protected]