Shelfgram Terms of Service

Thanks for using Shelfgram! Please read the Terms of Service agreement before accessing or using Shelfgram. To confirm your understanding and acceptance of the Agreement, click "Accept" below.

It's an important contract between us and our users so we've done our best to make it as clear as possible. For your convenience, we have presented the terms in the short non-binding summary below followed by the full legal terms.

Summary

  1. Definitions: A few basic terms, defined in a way that helps you understand this agreement. Refer back to this section for clarification.
  2. General Conditions: These are the basic requirements of having a Shelfgram account and the basic rules you must follow when using your account.
  3. User-Generated Content: You own the content you post on Shelfgram. However, you have some responsibilities regarding it, and we ask you to grant us some rights so we can provide services to you and our other users.
  4. Advertising: We use ads to help support the platform. We'll do our best to not make it spammy.
  5. Intellectual Property Notice: We respect other people's rights, and expect you to do the same.
  6. Cancellation and Termination: You may cancel this agreement by closing your account anytime.
  7. Disclaimer of Warranties: We provide our service as is, and make no promises or guarantees about this service. Read this section carefully so that you understand what to expect.
  8. Limitation of Liability: We will not be liable for damages or losses arising from your user or inability to use the service or otherwise arising under this agreement. Read this section carefully so that you understand that it limits our obligations to you.
  9. Release and Indemnification: You are fully responsible for your use of the service.
  10. Arbitration: Any disputes will be resolved outside the courts in an arbitrration process
  11. Time Limitation on Claims: There's a time limit on when a claim can be brought against us so read this carefully.
  12. Governing Law & Venue: The terms agreement is a legal relationship. This raises the immediate question: a relationship under which laws? We had to pick so we chose the location where we're based: Ontario, Canada.
  13. Entire Agreement: The terms agreement is the whole agreement between us and supersedes any other agreements, negotiations or discussions.

THE SHELFGRAM TERMS OF SERVICE

The effective date of these Terms of Use is November 19, 2019. These Terms of Use were written in English. To the extent any translated version of these Terms of Use conflicts with the English version, the English version controls.

Definitions

Short version: We use these basic terms throughout the agreement, and they have specific meanings. For clarity, you should know what we mean when we use each of these terms.
  • The "Terms" refers collectively to all the terms, conditions, and notices contained or referenced in this agreement including all other operating rules, policies, and procedures that we may publish from time to time on the Website.
  • The "Website" refers to Shelfgram's website located at shelfgram.com, and all content, services, and products provided by Shelfgram at or through the Website. It also refers to Shelfgram-owned subdomains of shelfgram.com.
  • "Shelfgram", "We", and "US" refer to Shelfgram Inc., as well as our affiliates, directors, subsidiaries, contractors, licensors, officers, agents, and employees.
  • The "Service" refers to the applications, software, products, and services provided by Shelfgram.
  • "Shelfgram Content" refers to content featured or displayed through the Website, including without limitation text, data, articles, images, photographs, graphics, software, applications, designs, features, and other materials that are available on the Website or otherwise available through the Service.
  • An "Account" represents your legal relationship with Shelfgram. A "User Account" represents an individual User's authorization to login to and use the Service and serves as a User's identify on Shelfgram. "Organizations" are shared spaces that may be associated with a single entity or with one or more Users where multiple Users can collaborate. A User Account can be a member of any number of Organizations.
  • "Applicable Law” means any legally binding obligation on a party, including statutes, rules, regulations, codes, court rulings, or any other binding requirement.

General Conditions

  • You must be a human to create an Account. You must not create accounts with the Service through unauthorized means, including but not limited to, by using an automated device, script, bot, spider, crawler or scraper.
  • We prohibit crawling, scraping, caching or otherwise accessing any Shelfgram Content on the Service via automated means.
  • You must be at least 13 years old to use the Service.
  • You agree that you will not solicit, collect or use the login credentials of other Shelfgram users.
  • You are responsible for keeping your login credentials secret and secure. Shelfgram cannot and will not be liable for any loss or damage from your failure to comply with this security obligation.
  • You will promptly notify Shelfgram if you become aware of any unauthorized use of, or access to, our Service through your Account.
  • You are responsible for any activity that occurs through your account and you agree you will not sell, transfer, license or assign your account, followers, username, or any account rights. With the exception of people or businesses that are expressly authorized to create accounts on behalf of their employers or clients, Shelfgram prohibits the creation of and you agree that you will not create an account for anyone other than yourself. You also represent that all information you provide or provided to Shelfgram upon registration and at all other times will be true, accurate, current and complete and you agree to update your information as necessary to maintain its truth and accuracy.
  • We may, but have no obligation to, remove, edit, block, and/or monitor Content or accounts containing Content that we determine in our sole discretion violates these Terms of Use.
  • We reserve the right to modify or terminate the Service or your access to the Service for any reason, without notice, at any time, and without liability to you. You can deactivate your Shelfgram account by logging into the Service and deleting your account.
  • Upon termination, all licenses and other rights granted to you in these Terms of Use will immediately cease.
  • You must not interfere or disrupt the Service or servers or networks connected to the Service, including by transmitting any worms, viruses, spyware, malware or any other code of a destructive or disruptive nature. You may not inject content or code or otherwise alter or interfere with the way any Shelfgram page is rendered or displayed in a user's browser or device.
  • You must not access Shelfgram's private API by means other than those permitted by Shelfgram. Use of Shelfgram's API is subject to a separate set of terms.
  • We reserve the right, in our sole discretion, to change these Terms of Use ("Updated Terms") from time to time. You agree that we may notify you of the Updated Terms by posting them on the Service, and that your use of the Service after the effective date of the Updated Terms (or engaging in such other conduct as we may reasonably specify) constitutes your agreement to the Updated Terms. Therefore, you should review these Terms of Use and any Updated Terms before using the Service. The Updated Terms will be effective as of the time of posting, or such later date as may be specified in the Updated Terms, and will apply to your use of the Service from that point forward. These Terms of Use will govern any disputes arising before the effective date of the Updated Terms.
  • We reserve the right to refuse access to the Service to anyone for any reason at any time.
  • User will not: (a) sell, resell, license, sublicense, distribute, or otherwise make the Services (or the results of the Services, including Shelfgram Content) available to anybody other than its Users for their own internal use, unless stated otherwise in writing by Shelfgram; (b) subject to Applicable Law, attempt to reverse-compile, disassemble, reverse engineer, or otherwise reduce to human-perceivable form any part of the Services; (c) use the Services or any Shelfgram Content to violate Applicable Law, including Applicable Law about data protection, privacy, or information security; or (d) purposefully interfere with or disrupt the performance of the Services, including spamming, hacking, and violating Shelfgram's API rate limits.
  • Shelfgram Content is protected by copyright, trademark, patent, trade secret and other laws, and, as between you and Shelfgram, Shelfgram owns and retains all rights in the Shelfgram Content and the Service. You will not remove, alter or conceal any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Shelfgram Content and you will not reproduce, modify, adapt, prepare derivative works based on, perform, display, publish, distribute, transmit, broadcast, sell, license or otherwise exploit the Shelfgram Content.
  • The Shelfgram name and logo are trademarks of Shelfgram, and may not be copied, imitated or used, in whole or in part, without the prior written permission of Shelfgram. In addition, all page headers, custom graphics, button icons and scripts are service marks, trademarks and/or trade dress of Shelfgram, and may not be copied, imitated or used, in whole or in part, without prior written permission from Shelfgram.
  • Although it is Shelfgram's intention for the Service to be available as much as possible, there will be occasions when the Service may be interrupted, including, without limitation, for scheduled maintenance or upgrades, for emergency repairs, or due to failure of telecommunications links and/or equipment. Also, Shelfgram reserves the right to remove any Content from the Service for any reason, without prior notice. Content removed from the Service may continue to be stored by Shelfgram, including, without limitation, in order to comply with certain legal obligations, but may not be retrievable without a valid court order. Consequently, Shelfgram encourages you to maintain your own backup of your Content. In other words, Shelfgram is not a backup service and you agree that you will not rely on the Service for the purposes of Content backup or storage. Shelfgram will not be liable to you for any modification, suspension, or discontinuation of the Services, or the loss of any Content. You also acknowledge that the Internet may be subject to breaches of security and that the submission of Content or other information may not be secure.
  • You agree that Shelfgram is not responsible for, and does not endorse and content posted within the Service. Shelfgram does not have any obligation to prescreen, monitor, edit, or remove any content.
  • Except as otherwise described in the Service's Privacy Policy, available at http://Shelfgram.com/legal/privacy/, as between you and Shelfgram, any Content will be non-confidential and non-proprietary and we will not be liable for any use or disclosure of Content. You acknowledge and agree that your relationship with Shelfgram is not a confidential, fiduciary, or other type of special relationship, and that your decision to submit any Content does not place Shelfgram in a position that is any different from the position held by members of the general public, including with regard to your Content. None of your Content will be subject to any obligation of confidence on the part of Shelfgram, and Shelfgram will not be liable for any use or disclosure of any Content you provide.
  • You are solely responsible for your interaction with other users of the Service, whether online or offline. You agree that Shelfgram is not responsible or liable for the conduct of any user. Shelfgram reserves the right, but has no obligation, to monitor or become involved in disputes between you and other users. Exercise common sense and your best judgment when interacting with others, including when you submit or post Content or any personal or other information.
  • There may be links from the Service, or from communications you receive from the Service, to third-party web sites or features. There may also be links to third-party web sites or features in images or comments within the Service. The Service also includes third-party content that we do not control, maintain or endorse. Functionality on the Service may also permit interactions between the Service and a third-party web site or feature, including applications that connect the Service or your profile on the Service with a third-party web site or feature. For example, the Service may include a feature that enables you to share Content from the Service or your Content with a third party, which may be publicly posted on that third party's service or application. Using this functionality typically requires you to login to your account on the third-party service and you do so at your own risk. Shelfgram does not control any of these third-party web services or any of their content. You expressly acknowledge and agree that Shelfgram is in no way responsible or liable for any such third-party services or features. YOUR CORRESPONDENCE AND BUSINESS DEALINGS WITH THIRD PARTIES FOUND THROUGH THE SERVICE ARE SOLELY BETWEEN YOU AND THE THIRD PARTY. You may choose, at your sole and absolute discretion and risk, to use applications that connect the Service or your profile on the Service with a third-party service (each, an "Application") and such Application may interact with, connect to or gather and/or pull information from and to your Service profile. By using such Applications, you acknowledge and agree to the following: (i) if you use an Application to share information, you are consenting to information about your profile on the Service being shared; (ii) your use of an Application may cause personally identifying information to be publicly disclosed and/or associated with you, even if Shelfgram has not itself provided such information; and (iii) your use of an Application is at your own option and risk, and you will hold the Shelfgram Parties (defined below) harmless for activity related to the Application.
  • You agree that you are responsible for all data charges you incur through use of the Service.
  • We only use email and other electronic means to stay in touch and provide support to users on our free plan. Additional methods of communication are used to connect and provide support to users on one of our paid plans.

Violation of these Terms of Use may, in Shelfgram's sole discretion, result in termination of your Shelfgram account. You understand and agree that Shelfgram cannot and will not be responsible for the Content posted on the Service and you use the Service at your own risk. If you violate the letter or spirit of these Terms of Use, or otherwise create risk or possible legal exposure for Shelfgram, we can stop providing all or part of the Service to you.

User-Generated Content

Short version: You own the content you post on Shelfgram. However, you have some responsibilities regarding it, and we ask you to grant us some rights so we can provide services to you and our other users. We have the right to remove content or close Accounts if we need to.
  • You are solely responsible for your conduct and any data, text, files, information, usernames, images, graphics, photos, profiles, audio and video clips, sounds, musical works, works of authorship, applications, links and other content or materials that you submit, post or display on or via the Service.
  • You may not post violent, nude, partially nude, discriminatory, unlawful, infringing, hateful, pornographic or sexually suggestive photos or other content via the Service.
  • You may not defame, stalk, bully, abuse, harass, threaten, impersonate or intimidate people or entities and you must not post private or confidential information via the Service.
  • Shelfgram does not claim ownership of any content that you post on or through the Service. Instead, you hereby grant to Shelfgram a non-exclusive, fully paid and royalty-free, transferable, sub-licensable, worldwide license to use the content that you post on or through the Service.
  • You represent and warrant that: (i) you own the content posted by you on or through the Service or otherwise have the right to grant the rights and licenses set forth in these Terms of Use; (ii) the posting and use of your Content on or through the Service does not violate, misappropriate or infringe on the rights of any third party, including, without limitation, privacy rights, publicity rights, copyrights, trademark and/or other intellectual property rights; (iii) you agree to pay for all royalties, fees, and any other monies owed by reason of content you post on or through the Service; and (iv) you have the legal right and capacity to enter into these Terms of Use in your jurisdiction.
  • It is Shelfgram's policy not to accept or consider content, information, ideas, suggestions or other materials other than those we have specifically requested and to which certain specific terms, conditions and requirements may apply. This is to avoid any misunderstandings if your ideas are similar to those we have developed or are developing independently. Accordingly, Shelfgram does not accept unsolicited materials or ideas, and takes no responsibility for any materials or ideas so transmitted. If, despite our policy, you choose to send us content, information, ideas, suggestions, or other materials, you further agree that Shelfgram is free to use any such content, information, ideas, suggestions or other materials, for any purposes whatsoever, including, without limitation, developing and marketing products and services, without any liability or payment of any kind to you.

Advertising

Short version: We use ads to help support the platform. We'll do our best to not make it spammy.
  • Some of the Service is supported by advertising revenue and may display advertisements and promotions, and you hereby agree that Shelfgram may place such advertising and promotions on the Service or on, about, or in conjunction with Shelfgram Content. The manner, mode and extent of such advertising and promotions are subject to change without specific notice to you.
  • You acknowledge that we may not always identify paid services, sponsored content, or commercial communications as such.

Intellectual Property Notice

Short version: We respect other people's rights, and expect you to do the same.
  • If you repeatedly infringe other people's intellectual property rights, we will suspend or disable your account when appropriate.

Cancellation and Termination

Short version: You may cancel this agreement by closing your account anytime.
  • It is your responsibility to properly cancel your Account with Shelfgram. You can cancel your Account at any time by going into the User Subscription section and clicking the link at the bottom. The Account screen provides a simple, no questions asked cancellation link. We are not able to cancel Accounts in response to an email or phone request.
  • We will retain and use your information as necessary to comply with our legal obligations, resolve disputes, and enforce our agreements, but barring legal requirements, we will delete your full profile within 90 days of cancellation or termination (though some information may remain in encrypted backups). This information can not be recovered once your Account is cancelled.

Disclaimer of Warranties

Short version: We provide our service as is, and we make no promises or guarantees about this service.

THE SERVICE, INCLUDING, WITHOUT LIMITATION, SHELFGRAM CONTENT, IS PROVIDED ON AN "AS IS", "AS AVAILABLE" AND "WITH ALL FAULTS" BASIS. TO THE FULLEST EXTENT PERMISSIBLE BY LAW, NEITHER SHEFLGRAM NOR ITS PARENT COMPANY NOR ANY OF THEIR EMPLOYEES, MANAGERS, OFFICERS OR AGENTS (COLLECTIVELY, THE "SHEFLGRAM PARTIES") MAKE ANY REPRESENTATIONS OR WARRANTIES OR ENDORSEMENTS OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED, AS TO: (A) THE SERVICE; (B) THE SHELFGRAM CONTENT; (C) USER CONTENT; OR (D) SECURITY ASSOCIATED WITH THE TRANSMISSION OF INFORMATION TO SHEFLGRAM OR VIA THE SERVICE. IN ADDITION, THE Shelfgram PARTIES HEREBY DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, TITLE, CUSTOM, TRADE, QUIET ENJOYMENT, SYSTEM INTEGRATION AND FREEDOM FROM COMPUTER VIRUS.

THE SHEFLGRAM PARTIES DO NOT REPRESENT OR WARRANT THAT THE SERVICE WILL BE ERROR-FREE OR UNINTERRUPTED; THAT DEFECTS WILL BE CORRECTED; OR THAT THE SERVICE OR THE SERVER THAT MAKES THE SERVICE AVAILABLE IS FREE FROM ANY HARMFUL COMPONENTS, INCLUDING, WITHOUT LIMITATION, VIRUSES. THE Shelfgram PARTIES DO NOT MAKE ANY REPRESENTATIONS OR WARRANTIES THAT THE INFORMATION (INCLUDING ANY INSTRUCTIONS) ON THE SERVICE IS ACCURATE, COMPLETE, OR USEFUL. YOU ACKNOWLEDGE THAT YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK. THE Shelfgram PARTIES DO NOT WARRANT THAT YOUR USE OF THE SERVICE IS LAWFUL IN ANY PARTICULAR JURISDICTION, AND THE SHEFLGRAM PARTIES SPECIFICALLY DISCLAIM SUCH WARRANTIES. SOME JURISDICTIONS LIMIT OR DO NOT ALLOW THE DISCLAIMER OF IMPLIED OR OTHER WARRANTIES SO THE ABOVE DISCLAIMER MAY NOT APPLY TO YOU TO THE EXTENT SUCH JURISDICTION'S LAW IS APPLICABLE TO YOU AND THESE TERMS OF USE.

BY ACCESSING OR USING THE SERVICE YOU REPRESENT AND WARRANT THAT YOUR ACTIVITIES ARE LAWFUL IN EVERY JURISDICTION WHERE YOU ACCESS OR USE THE SERVICE.

THE SHEFLGRAM PARTIES DO NOT ENDORSE CONTENT AND SPECIFICALLY DISCLAIM ANY RESPONSIBILITY OR LIABILITY TO ANY PERSON OR ENTITY FOR ANY LOSS, DAMAGE (WHETHER ACTUAL, CONSEQUENTIAL, PUNITIVE OR OTHERWISE), INJURY, CLAIM, LIABILITY OR OTHER CAUSE OF ANY KIND OR CHARACTER BASED UPON OR RESULTING FROM ANY CONTENT.

Limitation of Liability

UNDER NO CIRCUMSTANCES WILL THE SHEFLGRAM PARTIES BE LIABLE TO YOU FOR ANY LOSS OR DAMAGES OF ANY KIND (INCLUDING, WITHOUT LIMITATION, FOR ANY DIRECT, INDIRECT, ECONOMIC, EXEMPLARY, SPECIAL, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL LOSSES OR DAMAGES) THAT ARE DIRECTLY OR INDIRECTLY RELATED TO: (A) THE SERVICE; (B) THE SHELFGRAM CONTENT; (C) USER CONTENT; (D) YOUR USE OF, INABILITY TO USE, OR THE PERFORMANCE OF THE SERVICE; (E) ANY ACTION TAKEN IN CONNECTION WITH AN INVESTIGATION BY THE SHEFLGRAM PARTIES OR LAW ENFORCEMENT AUTHORITIES REGARDING YOUR OR ANY OTHER PARTY'S USE OF THE SERVICE; (F) ANY ACTION TAKEN IN CONNECTION WITH COPYRIGHT OR OTHER INTELLECTUAL PROPERTY OWNERS; (G) ANY ERRORS OR OMISSIONS IN THE SERVICE'S OPERATION; OR (H) ANY DAMAGE TO ANY USER'S COMPUTER, MOBILE DEVICE, OR OTHER EQUIPMENT OR TECHNOLOGY INCLUDING, WITHOUT LIMITATION, DAMAGE FROM ANY SECURITY BREACH OR FROM ANY VIRUS, BUGS, TAMPERING, FRAUD, ERROR, OMISSION, INTERRUPTION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER LINE OR NETWORK FAILURE OR ANY OTHER TECHNICAL OR OTHER MALFUNCTION, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOST PROFITS, LOSS OF GOODWILL, LOSS OF DATA, WORK STOPPAGE, ACCURACY OF RESULTS, OR COMPUTER FAILURE OR MALFUNCTION, EVEN IF FORESEEABLE OR EVEN IF THE Shelfgram PARTIES HAVE BEEN ADVISED OF OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER IN AN ACTION OF CONTRACT, NEGLIGENCE, STRICT LIABILITY OR TORT (INCLUDING, WITHOUT LIMITATION, WHETHER CAUSED IN WHOLE OR IN PART BY NEGLIGENCE, ACTS OF GOD, TELECOMMUNICATIONS FAILURE, OR THEFT OR DESTRUCTION OF THE SERVICE). IN NO EVENT WILL THE SHEFLGRAM PARTIES BE LIABLE TO YOU OR ANYONE ELSE FOR LOSS, DAMAGE OR INJURY, INCLUDING, WITHOUT LIMITATION, DEATH OR PERSONAL INJURY. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. IN NO EVENT WILL THE SHEFLGRAM PARTIES TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES OR CAUSES OR ACTION EXCEED ONE HUNDRED CANADIAN DOLLARS ($100.00).

YOU AGREE THAT IN THE EVENT YOU INCUR ANY DAMAGES, LOSSES OR INJURIES THAT ARISE OUT OF SHEFLGRAM'S ACTS OR OMISSIONS, THE DAMAGES, IF ANY, CAUSED TO YOU ARE NOT IRREPARABLE OR SUFFICIENT TO ENTITLE YOU TO AN INJUNCTION PREVENTING ANY EXPLOITATION OF ANY WEB SITE, SERVICE, PROPERTY, PRODUCT OR OTHER CONTENT OWNED OR CONTROLLED BY THE SHEFLGRAM PARTIES, AND YOU WILL HAVE NO RIGHTS TO ENJOIN OR RESTRAIN THE DEVELOPMENT, PRODUCTION, DISTRIBUTION, ADVERTISING, EXHIBITION OR EXPLOITATION OF ANY WEB SITE, PROPERTY, PRODUCT, SERVICE, OR OTHER CONTENT OWNED OR CONTROLLED BY THE SHEFLGRAM PARTIES.

BY ACCESSING THE SERVICE, YOU UNDERSTAND THAT YOU MAY BE WAIVING RIGHTS WITH RESPECT TO CLAIMS THAT ARE AT THIS TIME UNKNOWN OR UNSUSPECTED, AND IN ACCORDANCE WITH SUCH WAIVER, YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND, AND HEREBY EXPRESSLY WAIVE, THE BENEFITS OF SECTION 1542 OF THE CIVIL CODE OF CALIFORNIA, AND ANY SIMILAR LAW OF ANY STATE OR TERRITORY, WHICH PROVIDES AS FOLLOWS: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR."

SHEFLGRAM IS NOT RESPONSIBLE FOR THE ACTIONS, CONTENT, INFORMATION, OR DATA OF THIRD PARTIES, AND YOU RELEASE US, OUR DIRECTORS, OFFICERS, EMPLOYEES, AND AGENTS FROM ANY CLAIMS AND DAMAGES, KNOWN AND UNKNOWN, ARISING OUT OF OR IN ANY WAY CONNECTED WITH ANY CLAIM YOU HAVE AGAINST ANY SUCH THIRD PARTIES.

Release and Indemnification

You (and also any third party for whom you operate an account or activity on the Service) agree to defend (at Shelfgram's request), indemnify and hold the Shelfgram Parties harmless from and against any claims, liabilities, damages, losses, and expenses, including without limitation, reasonable attorney's fees and costs, arising out of or in any way connected with any of the following (including as a result of your direct activities on the Service or those conducted on your behalf): (i) your Content or your access to or use of the Service; (ii) your breach or alleged breach of these Terms of Use; (iii) your violation of any third-party right, including without limitation, any intellectual property right, publicity, confidentiality, property or privacy right; (iv) your violation of any laws, rules, regulations, codes, statutes, ordinances or orders of any governmental and quasi-governmental authorities, including, without limitation, all regulatory, administrative and legislative authorities; or (v) any misrepresentation made by you. You will cooperate as fully required by Shelfgram in the defence of any claim. Shelfgram reserves the right to assume the exclusive defence and control of any matter subject to indemnification by you, and you will not in any event settle any claim without the prior written consent of Shelfgram.

Arbitration

You agree that all disputes between you and Shelfgram (whether or not such dispute involves a third party) with regard to your relationship with Shelfgram, including without limitation disputes related to these Terms of Use, your use of the Service, and/or rights of privacy and/or publicity, will be resolved by binding, individual arbitration and you and Shelfgram hereby expressly waive trial by jury.

Time Limitation on Claims

You agree that any claim you may have arising out of or related to your relationship with Shelfgram must be filed within one year after such claim arose; otherwise, your claim is permanently barred.

Governing Law & Venue

These Terms of Use are governed by and construed in accordance with the laws of Ontario, Canada, without giving effect to any principles of conflicts of law.

If any provision of these Terms of Use is held to be unlawful, void, or for any reason unenforceable during arbitration or by a court of competent jurisdiction, then that provision will be deemed severable from these Terms of Use and will not affect the validity and enforceability of any remaining provisions. Failure by Shelfgram to insist upon or enforce strict performance of any provision of these Terms will not be construed as a waiver of any provision or right. No waiver of any of these Terms will be deemed a further or continuing waiver of such term or condition or any other term or condition. Shelfgram reserves the right to change this dispute resolution provision, but any such changes will not apply to disputes arising before the effective date of the amendment. This dispute resolution provision will survive the termination of any or all of your transactions with Shelfgram.

Entire Agreement

If you are using the Service on behalf of a legal entity, you represent that you are authorized to enter into an agreement on behalf of that legal entity. These Terms of Use constitute the entire agreement between you and Shelfgram and governs your use of the Service, superseding any prior agreements between you and Shelfgram. You will not assign the Terms of Use or assign any rights or delegate any obligations hereunder, in whole or in part, whether voluntarily or by operation of law, without the prior written consent of Shelfgram. Any purported assignment or delegation by you without the appropriate prior written consent of Shelfgram will be null and void. Shelfgram may assign these Terms of Use or any rights hereunder without your consent. If any provision of these Terms of Use is found by a court of competent jurisdiction to be invalid or otherwise unenforceable, the parties nevertheless agree that such portion will be deemed severable from these Terms of Use and will not affect the validity and enforceability of the remaining provisions, and the remaining provisions of the Terms of Use remain in full force and effect. Neither the course of conduct between the parties nor trade practice will act to modify the Terms of Use. These Terms of Use do not confer any third-party beneficiary rights.

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