PLEASE READ THESE TERMS AND CONDITIONS OF USE CAREFULLY BEFORE USING OR OBTAINING ANY MATERIALS, INFORMATION, PRODUCTS OR SERVICES THROUGH THIS SITE. VersaFeed Inc. ("VersaFeed") offers access to and use of www.versafeed.com (the "Site") to you ("You" or "Your"), subject to Your acceptance of these Terms and Conditions of Use (these "Terms"). These Terms describe the terms and conditions by which VersaFeed offers You access to the Site; allows you to submit/receive content, information, data and materials and access products or services through the Site ("Content"); and provides you data feed and other online advertising/marketing services (the "Service"). By accessing, using or obtaining any content, data, materials, information, products or Services through the Site, You agree to observe these Terms and represent and warrant to VersaFeed that You are at least 18 years of age. If You do not accept all of these Terms, then please leave the Site immediately. These Terms are effective as of January 7, 2014.
1. RESTRICTIONS. You may not copy, create a derivative work of, or reverse engineer the Service including (without limitation) for the purpose of building a similar product or service. You may not provide information on the Service to Competitors (Competitors defined as individuals or businesses that provide services in which product information is processed and made available to marketing or sales channels).
2. LOGINS. VersaFeed may issue you login information (an email address and associated password, the "Login"). You may not share or distribute your Login with any other individual, business or entity. You may not share or distribute your Login, or any information obtained using your Login, to Competitors.
3. YOUR REPRESENTATIONS AND WARRANTIES. You specifically represent and warrant to VersaFeed that (i) Your product and inventory information and Your other Content and the distribution and/or publication of Your Content through the Site and/or web-based shopping comparison engines (collectively, the "Network") or through and/or by any affiliate or partner of VersaFeed, directly or indirectly, does not, and shall not, (A) infringe or misappropriate the rights of any third party, (B) be fraudulent, misleading, hateful, tortuous, defamatory, slanderous, libelous, abusive, violent, threatening, profane, vulgar or obscene, (C) harass others, promote bigotry, racism, hatred or harm against any individual or group, promote discrimination based on race, sex, religion, nationality, sexual orientation or age, (D) promote illegal or harmful activities or substances, (E) be illegal, unlawful or contrary to the laws or regulations in any state or country where, as applicable, Your Content is created, displayed or accessed or (F) contain any computer programming routines or viruses that are intended to damage, interfere with, intercept or permit unauthorized access to the Network, Content, or the Service; (ii) Your performance under this Agreement and/or the rights granted herein do not and will not conflict with or result in a breach or violation of any of the terms or provisions, or constitute a default under any contract or agreement, to which You are currently bound or will become bound in the future; and (iii) Your performance under this Agreement will comply with all applicable laws, rules and regulations (including, without limitation, export control, privacy and obscenity laws), domestic or foreign.
4. THIRD PARTY FEES. VersaFeed shall not be responsible for any fees incurred by You on any marketing/advertising channels. You represent and warrant to VersaFeed that You have paid all license fees and/or other fees required to be paid to third parties for performance of Your obligations or exercise of Your rights hereunder, for the grant of the licenses hereunder and for any other act by You under these Terms ("Third Party Fees").
5. AUTHORIZATIONS. By providing VersaFeed with your log-in information for any online marketing/advertising service, You are agreeing to allow VersaFeed to access your account, view all account information, modify any settings reasonably necessary for VersaFeed to provide the Service and take all other actions reasonably related to providing the Service. By providing such log-in information, you understand that VersaFeed with have access to all information on your account with the applicable online marketing service. VersaFeed does not guarantee any results of the Service, including, without limitation, any placement or position or categorization. You hereby authorize VersaFeed to include data from providing the Service to You in aggregate form to represent performance for its customers in general, without any personally identifiable information about You, Your customers or Your company.
6. CONTENT LICENSE. You hereby grant VersaFeed a royalty-free, limited, non-exclusive, worldwide, sublicensable license to perform such acts in connection with Your Content as are reasonably necessary or useful to provide the Service. Specifically, the foregoing license includes, without limitation, permission for VersaFeed to: (i) display, transmit, distribute, copy, store, reproduce and/or provide Your Content on or through the Network, either in its original form, copy or in the form of an encoded work and (ii) secure, encode, reproduce, host, cache, route, reformat, analyze and create algorithms based on Your Content.
7. PRIVACY POLICY. You hereby represent and warrant to VersaFeed that You own or have the right to submit all Content You send to VersaFeed. Your use of the Site is subject to our Privacy Policy (the "Privacy Policy"). You represent and warrant to VersaFeed that You have read the Privacy Policy and it is reasonable and acceptable to You. Your acceptance of these Terms is also Your consent to the information practices in our Privacy Policy.
8. WARRANTY DISCLAIMER. VERSAFEED MAKES NO, AND ITS PROVIDERS MAKE, NO WARRANTY OF ANY KIND REGARDING THE NETWORK AND/OR ANY CONTENT PROVIDED ON THE NETWORK, ALL OF WHICH ARE PROVIDED ON AN "AS IS" BASIS. VERSAFEED EXPRESSLY DISCLAIMS ANY REPRESENTATION OR WARRANTY THAT THE NETWORK WILL BE ERROR-FREE, SECURE OR UNINTERRUPTED. VERSAFEED FURTHER DISCLAIMS ANY WARRANTY AS TO THE ACCURACY, COMPLETENESS AND TIMELINESS OF ANY CONTENT OR INFORMATION FOUND ON THE NETWORK. VERSAFEED AND ITS PROVIDERS EXPRESSLY DISCLAIM ALL WARRANTIES AND CONDITIONS, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND THOSE ARISING BY STATUTE OR OTHERWISE IN LAW OR FROM A COURSE OF DEALING OR USAGE OF TRADE. SOME STATES DO NOT ALLOW THE DISCLAIMER OF IMPLIED WARRANTIES, SO THIS WARRANTY DISCLAIMER MAY BE LIMITED IN ITS APPLICABILITY TO YOU. CHANGES ARE PERIODICALLY ADDED TO THE INFORMATION HEREIN.
9. LIMITATION OF LIABILITY. VERSAFEED AND ITS PROVIDERS WILL NOT BE RESPONSIBLE OR LIABLE FOR (A) ANY DAMAGES TO OR VIRUSES THAT MAY INFECT YOUR COMPUTER EQUIPMENT OR OTHER PROPERTY AS THE RESULT OF YOUR ACCESS TO, USE OF OR BROWSING ON THE NETWORK OR YOUR DOWNLOADING OF ANY CONTENT FROM THE NETWORK OR (B) ANY INJURY, LOSS, CLAIM, DAMAGE, OR ANY SPECIAL, EXEMPLARY, PUNITIVE, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND, WHETHER BASED IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, THAT ARISES OUT OF OR IS IN ANY WAY CONNECTED WITH (I) ANY USE OF THE NETWORK OR CONTENT FOUND THEREIN; (II) ANY FAILURE OR DELAY; OR (III) THE PERFORMANCE OR NON-PERFORMANCE BY VERSAFEED OR ANY PROVIDER, EVEN IF VERSAFEED OR A PROVIDER HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES.
10. DOLLAR LIMITATION. If, despite the limitations in Sections 6 and 7 above, VersaFeed or a VersaFeed provider ("Provider") is found liable for any loss or damage which arises out of or is in any way connected with any of the occurrences described in such Sections, then VersaFeed's and the Providers' liability will in no event exceed in total the fees received by VersaFeed from You in the most recent 12 months. Some states do not allow the limitation of liability, so the limitations above may not apply to You. Such limitations on liability are in addition to, and not in lieu of, any limitations on liability set forth in any other agreement between You and VersaFeed.
11. INDEMNIFICATION. You will defend and indemnify VersaFeed and each Provider and each of the foregoing parties' respective officers, directors, stockholders, employees and agents from and against any claim, cause of action or demand, including without limitation reasonable legal and accounting fees, brought by You or on Your behalf in excess of the liability described above or by third parties as a result of Your breach of these Terms or the documents made part of these Terms by reference, Your violation of any law or the rights of a third party or Your use of VersaFeed or the Network.
12. GENERAL. Your acceptance of these Terms and use of the Network do not create a joint venture, partnership, employment or agency relationship with VersaFeed. You may not assign, delegate or transfer Your rights or obligations under these Terms. However, VersaFeed may assign these Terms. VersaFeed may modify these Terms at any time. Your continued use of VersaFeed, following any modification of these Terms, will be subject to the Terms in effect at the time of Your use. You will review these Terms periodically. Your continued use of the Network following any modification will be Your acceptance of the modified Terms. Except as described in the preceding sentences, You and VersaFeed can only modify these Terms in a written document signed or otherwise accepted by You and by VersaFeed. If VersaFeed fails to act with respect to Your breach or anyone else's breach of these Terms or any other terms and or conditions on any occasion, VersaFeed is not waiving its right to act with respect to future or similar breaches. If a court finds any provision of these Terms to be unenforceable or invalid, that provision will be enforced to the fullest extent permitted by applicable law and the other Terms will remain valid and enforceable. These Terms, together with those items made a part of these Terms by reference, make up the entire agreement between VersaFeed and You relating to Your use of the Site, and replaces any prior understandings or agreements (whether oral or written) regarding Your use of the Site. In the event there is a conflict between these Terms and a separate work order entered into by VersaFeed and You, the terms of such work order shall prevail. You agree that: (i) VersaFeed shall be deemed solely based in the State of California (USA); and (ii) the Site shall be deemed a passive website that does not give rise to personal jurisdiction over VersaFeed, either specific or general, in jurisdictions other than the State of California (USA). The laws of the State of California (USA), without regard to its conflict of laws rules, will govern these terms and conditions, as well as Your and our observance of them. If You take any legal action relating to Your use of the Site or these Terms, You agree to file such action only in the state and federal courts located in San Francisco, California (USA). In any such action or any action VersaFeed may initiate, the prevailing party shall be entitled to recover all legal expenses incurred in connection with the action, including but not limited to costs, both taxable and non-taxable, and reasonable attorneys' fees. YOU AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE SITE MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED. A printed version of these Terms and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to these Terms to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.