Shelf Inc. Terms of Service
Welcome to The Shelf, a platform for brands and influencers to connect and work with each other. It includes a directory for finding relevant influencers, a CRM to manage influencers, and an advanced analytics component. These Terms of Service ("Terms") govern your access to, and use of, The Shelf’s services, including our various websites, email notifications, applications, and widgets (the "Services" or “The Shelf”), and any information, text, graphics, photos, or other materials uploaded, downloaded, or appearing on the Services (collectively referred to as "Content"). Your access to, and use of, the Services are conditioned on your acceptance of and compliance with these Terms. By accessing or using the Services you agree to be bound by these Terms.
You are fully responsible for your use of the Services, for any Content you post to the Services, and for any consequences thereof. The Content you submit, post, or display will be able to be viewed by other users of the Services and through third party services and websites. You should only provide Content that you are comfortable sharing with others under these Terms.
You may use the Services only if you can form a binding contract with The Shelf. If you are using the Services on behalf of a company, organization, government, or other legal entity, you represent and warrant that you have the authority to bind such entity and affiliates to these Terms. You may use the Services only in compliance with these Terms and all applicable local, state, national, and international laws, rules, and regulations.
The Services that The Shelf provides are always evolving, and the form and nature of the Services that The Shelf provides may change from time to time without prior notice to you. In addition, The Shelf may stop (permanently or temporarily) providing the Services (or any features within the Services) to you or to users generally and may not be able to provide you with prior notice. We also retain the right to create limits on use and storage at our sole discretion at any time without prior notice to you.
ACCOUNTS AND PASSWORDS
To access certain parts of the the Services, you are required to create an account. You must be 18 years or older to create an account for the Services. The registration information you provide, which may include personally identifiable information such as your full name, your email address, your blog URL, your social media handles, your company name, and your company URL, must be accurate, complete, and current at all times. You agree not to provide any false account information or to create an account for anyone other than yourself or your company, organization, government, or other legal entity (collectively, an “Entity”) that you represent. By creating an account on behalf of an Entity, you represent and warrant that you are authorized to do so. You may not create more than one account. If we disable your account, you agree not to create another account without our permission. Similarly, you will not transfer your account to anyone without first getting our express written permission. We reserve the right to remove or reclaim any username or similar identifier if we believe it is inappropriate. You are responsible for safeguarding the password that you use to access the Services and for any activities or actions under your password. We encourage you to use "strong" passwords (passwords that use a combination of upper and lower case letters, numbers, and symbols) with your account. You agree to not let anyone else access your account or do anything else that might jeopardize the security of your account. You agree to use commercially reasonable efforts to prevent unauthorized access to, or use of, the Services, and to notify us promptly of any such unauthorized use known or suspected by you. The Shelf cannot and will not be liable for any loss or damage arising from your failure to comply with the above.
- Paid Services. You may enter into an Order Form or Platform Purchase Agreement (herein referred to as “Order Form”) for paid services as part of your use of the Services. Subject to these Terms, an applicable Order Form, and payment of applicable fees stated therein, we hereby grant to you, during the period designated in an applicable Order Form, a non-exclusive, non-transferable, non-sublicensable right to use the Services, for your internal business purposes. We reserve all rights not expressly granted herein in the Services or in an Order Form.
- No Refunds. Notwithstanding any contrary terms herein or in an applicable Order Form, the subscription fees paid for the Paid Services are non-cancelable and non-refundable. The number of subscriptions specified in an accepted Order Form(s) cannot be decreased prior to the end of the then-current term, regardless of any termination, non-payment, non-use, or other conduct or inaction.
If you receive a free or unsubscribed access subscription (“Free Access Subscription”) to the Services, then you may use the Services in accordance with these Terms for the period designated in the Order Form or otherwise by us. We may terminate or immediately suspend your Free Access Subscription at any time for any reason without liability. You acknowledge your Free Access Subscription may not be complete or fully functional and may contain bugs, errors, omissions, and other problems. NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, THE CLIENT WILL HAVE NO WARRANTY, INDEMNITY, OR SUPPORT OBLIGATIONS WITH RESPECT TO FREE ACCESS SUBSCRIPTIONS OR BETA RELEASES.
CONTENT ON THE SERVICES
All Content, whether publicly posted or privately transmitted, is the sole responsibility of the person who originated such Content. We do not monitor or control the Content posted via the Services and we cannot take responsibility for such Content. Any use or reliance on any Content or materials posted via the Services or obtained by you through the Services is at your own risk.
We do not endorse, support, represent, or guarantee the completeness, truthfulness, accuracy, or reliability of any Content or communications posted via the Services or endorse any opinions expressed via the Services. You understand that by using the Services, 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 The Shelf 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 Services or broadcast elsewhere.
You retain your rights to any Content you submit, post, or display on or through the Services. By submitting, posting, or displaying Content on or through the Services, you grant us a worldwide, non-exclusive, royalty-free license (with the right to sublicense) to use, copy, reproduce, process, adapt, modify, publish, transmit, display, and distribute such Content in any and all media or distribution methods (now known or later developed) in perpetuity, so long as the work is properly attributed. You warrant that you own or control all rights in and to your Content and have the right to grant the licenses granted above to The Shelf.
Use for Marketing and Analytics. You agree that this license includes the right for The Shelf to provide, promote, and improve the Services and to make Content submitted to or through the Services available to other Partners for market research and analytics purposes, subject to our Terms and Conditions for such Content use.
We may modify or adapt your Content in order to transmit, display, or distribute it over computer networks and in various media and/or make changes to your Content as are necessary to conform and adapt that Content to any requirements or limitations of any networks, devices, services, or media.
You are responsible for your use of the Services, the legality, reliability, accuracy, and appropriateness of the Content you provide, and for any consequences thereof, including the use of your Content by other users and our third party partners. If you do not have the right to submit Content for such use, it may subject you to liability. The Shelf will not be responsible or liable for any use of your Content by The Shelf in accordance with these Terms.
REQUESTING A DEMO
By requesting a demo of our Services (a “Demo”), you represent and warrant that you are not requesting the Demo (a) on behalf of (directly or indirectly) any competing entity, including any entity that provides an online user-generated content analytics platform or influencer marketing platform or blogger/influencer directory as its primary business, or (b) to build a competitive product. Moreover, the information you provide when requesting a Demo, which may include your full name, your email address, and your company URL, must be accurate, complete, and current at all times. You agree not to provide any false information, or to request a Demo for anyone other than yourself or an Entity that you represent. By requesting a Demo on behalf of an Entity, you represent and warrant that you are authorized to do so.
During your use of the Services and for as long as it remains Confidential Information (in the case of any trade secrets) or for twenty-four (24) months after you cease your use of the Services (in the case of any other Confidential Information), you shall not disclose any Confidential Information except as contemplated in this Agreement.
For the purposes of these Terms,
“Confidential Information” means (i) any information (other than Excluded Information) relating to The Shelf, the Services, or Content that The Shelf discloses to you during your use of the Services and (ii) any Derived Information.
“Derived Information” means all information (including by way of example, but not limited to notes, analyses, compilations, and summaries) that is in writing or embodied in any electronic medium and that you or any of your representatives derive, in whole or in part, from any information described in the definition of Confidential Information.
“Excluded Information” means information that comes within any of the following categories: (i) other than any personally identifiable information, information that is or becomes public, other than as a result of a breach of any obligation under these Terms; (ii) information that, when it is disclosed, is already in your possession or any of your representative’s possession as the result of disclosure by an entity that was not then under an obligation to The Shelf to keep that information confidential; (iii) information that, after it is disclosed under these Terms, is disclosed to you, or any of your representatives by an entity that was not then under an obligation to The Shelf, to keep that information confidential; and (iv) information that you develop independently before or after The Shelf discloses equivalent information to you.
THE SHELF INTELLECTUAL PROPERTY
All right, title, and interest in and to the Services (excluding the Content provided by users) are and will remain the exclusive property of The Shelf and its licensors, or other providers. The Services are protected by copyright, trademark, and other laws of both the United States and foreign countries. Nothing in the Terms gives you a right to use the The Shelf name or any of the The Shelf trademarks, logos, domain names, and other distinctive brand features without our prior authorization to do so. Any feedback, comments, or suggestions you may provide regarding The Shelf, or the Services is entirely voluntary and we will be free to use such feedback, comments, or suggestions as we see fit and without any obligation to you. No right, title, or interest in or to the Services is transferred to you, and all rights now expressly granted are reserved by The Shelf.
RESTRICTIONS ON CONTENT AND USE OF THE SERVICES
We reserve the right at all times (but will not have an obligation) to remove or refuse to distribute any Content on the Services, to suspend or terminate users, and to reclaim usernames without liability to you. We also reserve the right to access, read, preserve, and disclose any information as we reasonably believe is necessary to (i) satisfy any applicable law, regulation, legal process, or governmental request, (ii) enforce these Terms, including investigation of potential violations hereof, (iii) detect, prevent, or otherwise address fraud, security or technical issues, (iv) respond to user support requests, or (v) protect the rights, property, or safety of The Shelf, its users and the public.
You may not do any of the following while accessing or using the Services:
- Access, tamper with, or use nonpublic areas of the Services, The Shelf’s computer systems, or the technical delivery systems of The Shelf’s providers;
- Probe, scan, or test the vulnerability of any system or network, breach or circumvent any security or authentication measures;
- Access or search, or attempt to access or search the Services by any means (automated or otherwise) other than through our currently available, published interfaces that are provided by The Shelf (and only pursuant to those terms and conditions), unless you have been specifically allowed to do so in a separate agreement with The Shelf (NOTE: crawling the Services is permissible if done in accordance with the provisions of the robots.txt file, however, scraping the Services without the prior consent of The Shelf is expressly prohibited);
- Forge any TCP/IP packet header or any part of the header information in any email or posting, or in any way use the Services to send altered, deceptive, or false source-identifying information;
- Interfere with, or disrupt, (or attempt to do so), the access of any user, host, or network, including, without limitation, sending a virus, overloading, flooding, spamming, or mail-bombing the Services;
- By scripting the creation of Content in such a manner as to interfere with or create an undue burden on the Services;
- Use our service for any unlawful purposes or in furtherance of illegal activities (International users agree to comply with all local laws regarding online conduct and acceptable content);
- Use badges, such as, but not limited to, The Shelf’s collective membership badge, unless provided by The Shelf;
- Publish or link to malicious content intended to damage or disrupt another user’s browser or computer or to compromise a user’s privacy;
- Use obscene or pornographic images in either your profile photo, header photo, or user background;
- Provide any false information on or via the Service;
- Stalk or otherwise harass any user;
- Create a false identity or otherwise attempt to mislead any user or other person;
- Resell the Services without our prior written permission; or
- Circumvent the Services in order to avoid any requirements under any laws, agreements, or binding contracts.
The Shelf respects the intellectual property rights of others and expects users of the Services to do the same. We will respond to notices of alleged copyright infringement that comply with applicable law and are properly provided to us. If you believe that your Content has been copied in a way that constitutes copyright infringement, please provide us with the following information: (i) a physical or electronic signature of the copyright owner or a person authorized to act on their behalf; (ii) identification of the copyrighted work claimed to have been infringed; (iii) 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; (iv) your contact information, including your address, telephone number, and an email address; (v) a statement by you that you have 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; and (vi) a statement that the information in the notification is accurate, and, under penalty of perjury, that you are authorized to act on behalf of the copyright owner.
We reserve the right to remove Content alleged to be infringing without prior notice, at our sole discretion, and without liability to you. In appropriate circumstances, The Shelf will also terminate a user’s account if the user is determined to be a repeat infringer. Our designated copyright agent for notice of alleged copyright infringement appearing on the Services is:
The Shelf, Inc.
Attn: Copyright Agent
195 Plymouth St. Unit 5/17
Brooklyn, NY 11201
Attn: Copyright Agent
195 Plymouth St. Unit 5/17
Brooklyn, NY 11201
FEES AND PAYMENTS
- Subscription Fees. In consideration for the access rights granted to you and the Services performed by us under these Terms, you may pay to us the fees as set forth in an applicable Order Form(s). “Authorized Users” means any individual who is your employee or such other person or entity as may be authorized by these Terms or an Order Form, to access the Services pursuant to your rights under these Terms. If you provide us with valid credit card information, you authorize us to charge such credit card for the initial term and any renewal term(s). Such charges shall be made in advance, either annually or in accordance with any different billing frequency stated in the applicable Order Form. If the Order Form specifies that payment will be by a method other than a credit card, we will invoice you in advance and otherwise in accordance with the relevant Order Form. Unless otherwise stated in the Order Form, invoiced charges are due net 7 days from the invoice date.
- We shall be entitled to (in addition to any other rights or remedies we may have) discontinue the Services and suspend those Authorized Users and your access to the Services whose corresponding fees are overdue until such amounts are paid in full.
- Taxes. The fees are exclusive of all applicable sales, use, value-added, and other taxes, and all applicable duties, tariffs, assessments, export and import fees, or other similar charges, and you will be responsible for payment of all such taxes (other than taxes based on our income), fees, duties, and charges and any related penalties and interest, arising from the payment of the fees, the provision of access to the Services to you. You will make all payments of fees to us free and clear of, and without reduction for, any withholding taxes; any such taxes imposed on payments of fees to us will be your sole responsibility, and you will provide us with official receipts issued by the appropriate taxing authority, or such other evidence as we may reasonably request, to establish that such taxes have been paid. You shall indemnify and defend us in connection with any proceedings brought by any taxing authorities in connection with this Agreement.
- Expenses. You shall reimburse us for all costs that are pre-approved by you, including our reasonable out-of-pocket (including travel and living) expenses incurred in performing our obligations hereunder. All costs and expenses incurred by you in connection herewith are the sole responsibility of you.
- Interest. Any amounts not paid when due shall bear interest at the rate of one and one half percent (1.5%) per month, or the maximum legal rate if less.
The Subscription Fee will remain fixed during the Subscription Term. If you have purchased a subscription that contains limits and you (i) exceed your Maximum Contact Downloads; Email Send Limit, Visits, User or other applicable limits (see Paid Services as well as the applicable Order form(s) for a complete list), (ii) upgrade products or base packages, or (iii) subscribe to additional features or products, including additional Contacts, you’ll be charged for the overages. And where a price change applies to you, we will charge or invoice you under the new price structure, starting with the next Billing Period in the Subscription Term. You may not downgrade your subscription during the Subscription Term and in order to avoid additional charges, you should purchase the appropriate tier of Subscription Service for your anticipated needs. We will monitor or audit remotely your usage of different features on the Subscription Service to evaluate if you’re exceeding the data usage limits (which may lead to overages, as specified in the Order form).
SUBSCRIPTION TERM AND RENEWAL
- Term. This Agreement commences upon the acceptance of an applicable Order Form and remains in effect for the period set forth therein, unless earlier terminated as set forth below (the “Initial Term”). This Agreement shall be automatically renewed for consecutive periods equal in length to the Initial Term (each a “Renewal Term”) unless either party provides written notice to the other of its intention not to renew at least thirty (30) days prior to the expiration of the then-current Term. Should you decide not to renew, you may send the notice of non-renewal by email to email@example.com.
- Expiration. YOU UNDERSTAND AND AGREE THAT ONCE YOUR SUBSCRIPTION TO THE SERVICE EXPIRES OR IS OTHERWISE TERMINATED, ALL DATA ASSOCIATED WITH YOUR ACCOUNT MAY BE DELETED FROM THE SERVICES. SINCE DELETION OF ALL DATA IS FINAL, PLEASE BE SURE THAT YOU DO IN FACT WANT TO CANCEL YOUR ACCOUNT BEFORE DOING SO. IF YOU HAVE ANY QUESTIONS ABOUT CANCELLING YOUR ACCOUNT, PLEASE CONTACT US.
- We may suspend or terminate your accounts or cease providing you with all or part of the Services at any time for any reason, including, but not limited to, if we reasonably believe: (i) you have violated these Terms, (ii) you create risk or possible legal exposure for us; or (iii) our provision of the Services to you is no longer commercially viable. We will make reasonable efforts to notify you by the email address associated with your account or the next time you attempt to access your account.
- In all such cases, the Terms and any applicable Order Form shall terminate, including, without limitation, your license to use the Services, except that the following Sections shall continue to apply: Free Services, Content on the Services, Your Rights, Non-Disclosure Agreement, The Shelf Rights, Copyright Policy, Fees and Payments (to the extent that any fees you owe us remain outstanding at the time of termination), User Disputes, Disclaimers and Limitations on Liability, General Terms, and any terms in the Order Form that survive termination.
- Nothing in this Section shall affect The Shelf’s rights to change, limit, or stop the provision of the Services without prior notice, as provided above in the Section titled Basic Terms.
The Shelf is not liable for any damages or loss incurred related to any brand campaign or any other use of the Services, including any claimed violation of FTC regulations. The Shelf is under no obligation to become involved in disputes between any user of the Services, or between a user and any third party arising in connection with the use of the Services, but may do so, in its sole discretion. This includes, but is not limited to, any other terms, conditions, warranties, or representations associated with campaigns on the Site. The Shelf does not oversee brand campaigns or Content on the Services. The Company does not endorse any user submissions. You release The Shelf, its officers, employees, agents, and successors in rights from claims, damages, and demands of every kind, known or unknown, suspected or unsuspected, disclosed or undisclosed, arising out of, or in any way related to, such disputes and the Service.
DISCLAIMERS AND LIMITATIONS ON LIABILITY
Please read this Section carefully since it limits the liability of The Shelf and its parents, subsidiaries, affiliates, related companies, officers, directors, employees, agents, representatives, partners, and licensors (collectively, the “The Shelf Entities”). This section only applies up to the maximum extent permitted under applicable law. Some jurisdictions do not allow the disclaimer of implied warranties or the limitation of liability in contracts, and as a result the contents of this Section may not apply to you. Nothing in this Section is intended to limit any rights you may have which may not be lawfully limited.
The Services are Available "AS-IS". Your access to, and use of, the Services or any Content are at your own risk. You understand and agree that the Services are provided to you on an "AS IS" and "AS AVAILABLE" basis. Without limiting the foregoing, to the maximum extent permitted under applicable law, THE SHELF ENTITIES DISCLAIM ALL WARRANTIES AND CONDITIONS, WHETHER EXPRESSED OR IMPLIED, OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.
The Shelf Entities make no warranty and disclaim all responsibility and liability for: (i) the completeness, accuracy, availability, timeliness, security, or reliability of the Services or any Content; (ii) any harm to your computer system, loss of data, or other harm that results from your access to, or use of, the Services or any Content; (iii) the deletion of, or the failure to store or to transmit, any Content and other communications maintained by the Services; and (iv) whether the Services will meet your requirements or be available on an uninterrupted, secure, or error-free basis. No advice or information, whether oral or written, obtained from the The Shelf Entities, or through the Services, will create any warranty not expressly made herein.
Links. The Services may contain links to third-party websites or resources. You acknowledge and agree that the The Shelf Entities are not responsible or liable for: (i) the availability or accuracy of such websites or resources or any of the content provided therein; or (ii) the content, products, or services on or available from such websites or resources. Links to such websites or resources do not imply any endorsement by the The Shelf Entities of such websites or resources or the content, products, or services available from such websites or resources. You acknowledge sole responsibility for and assume all risk arising from your use of any such websites or resources.
Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SHELF ENTITIES SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS OR REVENUES, WHETHER INCURRED DIRECTLY OR INDIRECTLY, OR ANY LOSS OF DATA, USE, GOOD-WILL, OR OTHER INTANGIBLE LOSSES, RESULTING FROM (i) YOUR ACCESS TO OR USE OF OR INABILITY TO ACCESS OR USE THE SERVICES; (ii) ANY CONDUCT OR CONTENT OF ANY THIRD PARTY ON THE SERVICES, INCLUDING WITHOUT LIMITATION, ANY DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF OTHER USERS OR THIRD PARTIES; (iii) ANY CONTENT OBTAINED FROM THE SERVICES; OR (iv) UNAUTHORIZED ACCESS, USE, OR ALTERATION OF YOUR TRANSMISSIONS OR CONTENT.
IN NO EVENT SHALL THE AGGREGATE LIABILITY OF THE SHELF ENTITIES EXCEED THE LESSER OF ONE HUNDRED U.S. DOLLARS (U.S. $100.00) OR THE AMOUNT YOU PAID THE SHELF, IF ANY, IN THE PAST SIX MONTHS FOR THE SERVICES GIVING RISE TO THE CLAIM.
THE LIMITATIONS OF THIS SUBSECTION SHALL APPLY TO ANY THEORY OF LIABILITY, WHETHER BASED ON WARRANTY, CONTRACT, STATUTE, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, AND WHETHER OR NOT THE THE SHELF ENTITIES HAVE BEEN INFORMED OF THE POSSIBILITY OF ANY SUCH DAMAGE, AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
You agree to defend, indemnify, and hold harmless The Shelf, its affiliates, licensors, and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, and successors and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorney’s fees) arising out of, or relating to, your violation of these Terms or your use of the Services, including but not limited to your Content, and any negligence, misconduct, or criminal activity by you.
Waiver and Severability. The failure of The Shelf to enforce any right or provision of these Terms will not be deemed a waiver of such right or provision. In the event that any provision of these Terms is held to be invalid or unenforceable, then that provision will be limited or eliminated to the minimum extent necessary, and the remaining provisions of these Terms will remain in full force and effect.
Controlling Law and Jurisdiction. These Terms and any action related thereto will be governed by the laws of the State of New York without regard to or application of its conflict of law provisions or your state or country of residence. All claims, legal proceedings or litigation arising in connection with the Services will be brought solely in the federal or state courts located in Brooklyn, New York, United States, and you consent to the jurisdiction of, and venue in, such courts, and waive any objection as to inconvenient forum.
We may revise these Terms from time to time, the most current version will always be available at http://www.theshelf.com/terms-and-conditions/. If the revision, in our sole discretion, is material, we will provide reasonable advance notice before the revised Terms become effective. You agree that we may notify you of the revised Terms by posting them on the Service, and that your use of the Services after the effective date of the revised Terms constitutes your agreement to the revised Terms. Therefore, you should review these Terms and any revised Terms before using the Services. The revised Terms will be effective as of the time of posting, or such later date as may be specified in the revised Terms, and will apply to your use of the Services from that point forward. These Terms will govern any disputes arising before the effective date of the revised Terms.
These Services are operated and provided by The Shelf Inc., 195 Plymouth St. Suite 5/17 Brooklyn, NY 11201. If you have any questions about these Terms, please contact us.
Effective: Dec 08, 2016