SHELFY MASTER SERVICE AGREEMENT
Last Updated: September 18, 2022
This Software as a Service Agreement together with the Service Level Agreement (“SLA”) and the Data Processing Agreement, if applicable (“DPA”) (collectively the “Agreement”) governs your use of the Shelfy Platform and constitute a legally binding and enforceable agreement between you, a merchant (“you” or “Merchant”) and Stratford Ltd., also known and branded as “Shelfy” and its affiliated companies (“Shelfy”, “we” or “our”). The Merchant and Shelfy shall each be referred individually to as a “party” and collectively as the “parties”.
ACCEPTANCE OF THE TERMS: By signing up, clicking on “I Agree” or by using our Services and Platform, you acknowledge that you have read and accepted this Agreement. IF YOU DO NOT AGREE TO ALL OR PART OF THIS AGREEMENT PLEASE DO NOT, CREATE AN ACCOUNT, OR USE THE SERVICES IN ANY MANNER. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY, ORGANIZATION OR ANOTHER LEGAL ENTITY, YOU ARE AGREEING TO THIS AGREEMENT FOR THAT ENTITY AND REPRESENTING TO US THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THIS AGREEMENT, IN WHICH CASE THE TERMS “MERCHANT”, “YOU”, OR “YOUR” SHALL REFER TO SUCH ENTITY AND ITS AFFILIATES. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THIS AGREEMENT, YOU MUST NOT ACCEPT THIS AGREEMNT AND MAY NOT ACCESS NOR USE THE PLATFORM OR SERVICES. THIS AGREEMENT GOVERNS YOUR ACCESS TO, AND USE OF, THE WEBSITES, THE SERVICE, PLATFORM AND INTEGRATIONS WHICH ARE OWNED, OPERATED OR PROVIDED BY SHELFY.
Shelfy may, at its own discretion, make changes in the Agreement. When Shelfy makes material changes to the Agreement that negatively affects the Service or your subscription, this will be communicated to you by sending you an email or a notification via the Service. Such communication will be sent at least thirty (30) days before the changes take effect, allowing you to cancel the Subscription ahead of the changes if you so wish. Your continued use of the Service will constitute your acceptance of the changes. It is therefore important that you read any notice or message from us carefully. If you wish to terminate your subscription due to such updates or changes in the Agreement you may do so by following the instructions set out in thebelow.
1. SCOPE OF SERVICES
Shelfy offers an online SaaS platform (“Platform”) which enables Merchants to create, build and operate mobile eCommerce apps which offer goods and services to consumers (“App(s)”), to add features and tools for optimization, sales, receiving insights and data, all easily accessible from the online dashboard, to add features (collectively: “Services”). The Service provided to you will depend on the type of subscription plan that you have signed up for, for additional information please see: https://shelfy.io/pricing-2/
From time to time, Shelfy may, in its sole discretion, invite you to use, on a trial basis, pre-release or beta feature that are in development and not yet available to all merchants (“Beta Services”). Beta Services are not part of the Services, and Beta Services may be subject to additional terms and conditions, which Shelfy will provide to you prior to your use of the Beta Services. Shelfy makes no representations or warranties that the Beta Services will function. The Beta Services may not work in the same way as a final version. Shelfy may change or not release a final or commercial version of a Beta Service in its sole discretion.
2. MERCHANT ACCOUNT
You will designate personal and exclusive usernames and passwords to access the Merchant Account. You are solely and fully responsible for maintaining the confidentiality of the password and username of your Merchant Account and for all activities that occur under the Merchant Account. You may not assign or transfer your rights or delegate your duties under the Merchant Account, including your username and password. You undertake to immediately notify Shelfy if you become aware of unauthorized use of your username and password. Shelfy shall not be liable for any loss or damage from your failure to maintain the security of your Merchant Account and password and is not required to monitor or secure your Merchant Account.
Upon completion of registration for the Service, the Merchant shall create a Google Developer and Apple Developer Account (“App Store Accounts”) and provide Shelfy with admin permissions.
Each Merchant may have one Merchant Account; however, each Merchant Account may include various Apps. In the event of an ownership dispute, Shelfy reserve the right to request documentation to determine or confirm account ownership. This documentation may include, but is not limited to, a scanned copy of your business license, government issued photo ID, the last four digits of the credit card on file, your status as an employee of an entity, etc. Shelfy retains the right to determine, in our sole judgment, rightful Merchant Account ownership and to terminate your Merchant Account if we determine that you are not the rightful owner. If Shelfy is unable to reasonably determine the rightful owner, without prejudice to our other rights and remedies, we reserve the right to temporarily disable a Merchant Account until resolution has been determined between the disputing parties and to provide your contact details to the other disputing party in order to help you to try to resolve the dispute.
ACCOUNT ELIGIBILITY: TO CREATE AN ACCOUNT AND USE THE SERVICE MERCHANT SHALL BE AT LEAST 18 YEARS OLD, OR AT LEAST 13 YEARS OLD AND HAVE OBTAINED PARENTAL OR GUARDIAN CONSENT TO ENTER INTO THIS AGREEMENT; BE A RESIDENT OF THE COUNTRY IN WHICH THE SERVICE IS MADE AVAILABLE TO YOU; PROVIDE CORRECT PERSONAL INFORMATION WHERE REQUESTED; PROVIDE A VALID PAYMENT METHOD; AND AGREE TO ADHERE TO THE AGREEMENT.
3. SUBSCRIPTION FEES
We offer various subscription plans, as amended from time to time. Each subscription plan is available both in monthly and annually plan (“Monthly Plan”, “Annually Plan”, respectively, and collectively “Subscription Plan”). You hereby acknowledge that a Monthly Plan may offer higher prices per month then an Annually Plan for the same Services. You further acknowledge and agree that each Subscription Plan shall have the applicable terms and restriction regarding payment, termination, refund etc., as further details under this Agreement and in the Pricing Page. Information on the Subscription Plans currently provided by Shelfy may be found on Shelfy’s website. The Service provided to you will depend on the type of Subscription Plan that you have signed up for. Shelfy reserves the right, at its own discretion, to remove existing Subscription Plans or to change any features or functionalities of its Subscription Plans. Changes to the Subscription Plan can be based on various factors, e.g. improving and managing the Service, complying with rights holders’ requirements or legal or technical requirements. Where such changes negatively affect an existing subscription in more than a limited way, you will be informed and will have the possibility to terminate the subscription.
The subscription prices are available at https://shelfy.io/pricing-2/ . The prices are clearly communicated to you choose a subscription, the price may vary depending on the plan you choose, the E-commerce platform you use, the payment method or other factors. Shelfy may make changes to the price of the Service by giving you written notice at least 30 days in advance. Such notice will always give you sufficient time to cancel your subscription before the new price goes into effect. By not canceling your subscription, you accept the new price for the Service. Changes in price can be based on various factors, e.g. improving/managing the Service or amending compensation to rights holders. You may, at any time, switch between different subscription plans. Shelfy may, at its sole discretion, allow such switches to occur before the end of the current subscription period. Unless otherwise agreed, your subscription will renew automatically. If you do not cancel your subscription, you authorize us to charge you the next periodical subscription fee in accordance with the Agreement, via your chosen payment method.
You will be responsible for payment of the applicable fee for any Services (“Service Subscription Fee”) at the time you create a Merchant Account and select your Subscription Plan. You hereby agree to pay any and all Service Subscription Fee directed to Shelfy, and in accordance with any billing terms and Subscription Plan applicable to you. By providing Shelfy your Payment Details you agree that Shelfy is authorized to immediately invoice your Merchant Account for all Service Subscription Fee due and payable to Shelfy hereunder.
Except as set forth under this Agreement, all Service Subscription Fee are non-refundable. Provided you choose a Monthly Plan, note that there are no refunds for the Service Subscription Fee of the applicable month (i.e., you will not be eligible for a prorated refund of any portion of the subscription fee paid for the then-current subscription period), and cancellation of future charges (i.e., for the next periodical subscription fee) shall be subject to applicable termination notice, as set forth in Section 9 to this Agreement. Moreover, unless otherwise agreed, in the event you have transferred between different Subscription Plans and such transfer caused a downgrade in the Service Subscription Fees, you shall have no right to receive refunds for any Service Subscription Fee. No contract will exist between you and Shelfy for the Services until Shelfy accepts your order by a confirmatory e-mail or other appropriate means of communication.
All amounts payable under this Agreement are exclusive of all taxes including, among others, sales, value-added and any other taxes, charges, levies and duties. Late or failed payment may cause suspension or termination of the Merchant Account, the Services and this Agreement.
Invoices and receipts will be sent through the Merchant Account or through the email address you provided during the registration. You must notify Shelfy in writing within seven (7) days after receiving an invoice, if you dispute any of the charges on that invoice or such dispute will be deemed waived. Billing disputes should be notified to the following address: email@example.com
4. FREE TRIALS
Your subscription may start with a 60 days free trial period of the Service (“Free Trial”) or other promotion or campaign. The Free Trial and other campaigns are intended to allow users to try the Service with no payment in advance or for a reduced price for the first time. As such, a Free Trial may not be used more than once per person. Free Trial and/or campaign eligibility is determined by Shelfy at its sole discretion and Shelfy may limit the eligibility to prevent Free Trial or campaign abuse. Shelfy reserves the right to revoke or terminate a Free Trial or campaign if Shelfy, in its sole discretion, determines that a user is not eligible. You may not combine Free Trial or campaign offers with other offers.
When you sign up for a Free Trial, we’ll require you to provide your payment details to start the Free Trial. By providing such details you agree that we may automatically begin charging you for the Services on the first day following the end of the Free Trial on a recurring periodic basis in accordance with the subscription period you have selected when you sign up for a Free Trial. IF YOU DO NOT WANT THIS CHARGE, YOU MUST CANCEL THE SERVICES BEFORE THE END OF THE FREE TRIAL.
5. COOL OFF PERIOD
When signing up to this subscription, you would normally have a right to a fourteen (14) day cooling-off period, all in accordance with applicable consumer protection law. The cooling-off period would apply from the date when the Service starts being delivered, which is the date when you sign up for a Subscription Plan.
6. LICENSE TO USE AND RESTRICTIONS OF USE
Subject to the terms herein, Shelfy hereby grant you with a limited, revocable, non-exclusive license to use the Platform solely during the Term and solely for the purpose of the using the Services (“License”). Shelfy, at its sole discretion, is entitled to: (i) determine the features, settings or other tools which are available as part of the Service; and (ii) modify, correct, amend, update, enhance, improve, remove, replace or make any other changes to, or discontinue, or cease, temporarily or permanently, the Service, without liability to you. Merchant acknowledges that this engagement is nonexclusive and nothing in this Agreement will in any way restrict Shelfy’s right to engage others to render the same or similar services.
You hereby undertake not to, and not to allow others to: (i) attempt to interfere with, compromise the system integrity or security or decipher any transmissions to or from the servers running the Services; (ii) take any action that imposes, or may impose at Shelfy’s sole discretion an unreasonable or disproportionately large load on the Services infrastructure; (iii) sell, license (or sub-license), lease, assign, transfer, pledge, or share rights under this Agreement with any third party except as permitted hereunder; (iv) disassemble, decompile, reverse engineer or attempt to discover the source code or underlying algorithms; (v) upload invalid data, viruses, worms, malicious code or other software agents through the Services; (vi) interfere with the proper working or security measures of the Services; (vii) bypass the measures Shelfy may use to prevent or restrict access to the Services; (ix) use the Services for any illegal or unauthorized purpose, or could give rise to civil liability or other lawsuit; (xi) modify the Services, or insert any code or product, or in any other way manipulate the Services in any way or create any derivative works of the Services; (xiii) use the Services in a manner that violates or infringes any rights of any third party, including but not limited to, privacy rights, publicity rights or intellectual property rights; (xiv) use the Services in a manner that violate any laws in your jurisdiction (including but not limited to copyright laws) and the laws applicable to you in the end users’ jurisdiction during your use
The Merchant is responsible for the creation and operation of the Apps, the good and services provided through the App and the sales are solely between you and your consumers. The Merchant is solely responsible for the content displayed through the App (as well as the good and services sold), such as but not limited to, the photos, images, videos, graphics, writings, audio files, or data uploaded, collected, generated, stored, displayed, distributed, transmitted or exhibited on or in connection with your App and Merchant Account (“Merchant Content”). The Merchant acknowledges that Shelfy is solely the technology provider and does not take any responsibility or liability for the goods and services or the Merchant Content.
You may not offer or sell any goods or services, or provide any information, content or material regarding which may be deemed hazardous, counterfeit, stolen, fraudulent, offensive or abusive; which are prohibited for sale, distribution or use; or which otherwise illegal, including with respect to consumer rights, intellectual property or privacy rights, product safety, trade regulations and sanctions, support, maintenance and export. You undertake not to, and not to allow others to use, upload, transfer, post or make available through Services any Content that involves, facilitates, advocates or promotes one or more of the following: (i) false, misleading, deceptive, discrimination on the basis of race, ethnicity, gender, religion, sexual orientation, age or disability; (ii) libelous, defamatory, obscene, nudity, pornographic, adult content, sexually explicit or abusive activities; (iii) illegal gambling; (iv) illegal activities; (v) MP3, MPEG and/or copyrighted materials for download, sale or otherwise, in any case without the permission of the copyright owner or otherwise in violation of law; (vi) a conflict or violation of any law or any intellectual property or other rights of any person or entity (“Prohibited Materials”).
Failure to comply with the provisions set forth above may result in the termination or suspension of access to the Merchant Account, the Service (or any part or feature thereof) as well as immediate termination of this Agreement, without derogating from any other remedy Shelfy is entitled to under this Agreement or applicable law.
7. REPRESENTATIONS AND WARRANTIES
You represent and warrant that: (i) you have full legal authority to be engaged by this Agreement; and (ii) you own or have the legal rights in to displayed, offer and sell the goods and services offered through the App and to the Merchant Content used by you and displayed through the Services. Shelfy represents and warrants that: (i) it has full legal authority to be engaged by this Agreement; (ii) it owns or has the legal rights in the Services; and (iii) it will provide the Services in a timely and professional manner.
To the extent Shelfy will process personal data or personal information as such term is defined under applicable laws, the parties represent and warrant that: (i) it shall comply with the terms and conditions of the Data Processing Agreement; and (ii) the Merchant shall provide applicable disclosures that Shelfy is processing personal data or personal information on its behalf.
8. SUPPORT SERVICES
We aim to make the Service available around the clock, seven (7) days a week. However, Shelfy provides no guarantee that the Service will always be free of errors or interruptions. If there are any faults or interruptions affecting the Service, Shelfy shall be given the opportunity to correct these without being in breach of the Agreement. Shelfy also has the right, within reason, to close the Service, for example, if needed to carry out upgrades and maintenance. Shelfy will maintain a support team staffed with personnel who possess the appropriate education, experience, skills and training required to provide the applicable support to our Services. We shall provide the support services in accordance with the severity levels of the reported problem, and will work with the reporting individual to understand the severity of the matter.
9. TERM AND TERMINATION OF THE AGREEMENT AND SUBSCRIPTION
The term of this Agreement will commerce on the date of your completed registration for use of a Service and continue until terminated by either the Merchant or Shelfy as applicable (“Term”). Shelfy may terminate the Agreement with immediate effect at any time and without prior notice if you fail to comply with the Agreement or with any applicable laws, rules or regulation, or if you otherwise use the Service in a fraudulent way or in a way that may cause damage to Shelfy, its affiliates, or any third party.
You may terminate the Agreement at any time by contacting our support at: firstname.lastname@example.org. and then following the specific instructions indicated to you in Shelfy’s response. Without limiting any other remedies, we may suspend or terminate your Merchant Account or the Agreement for any reason, without notice and at any time (unless otherwise required by law). Termination of the Agreement will be without prejudice to any rights or obligations which arose prior to the date of termination
Upon the expiry or termination of the Agreement, for whatever reason, all Licenses automatically and without further actions cease to apply and shall revert to Shelfy.
In order to cancel a subscription, please send us an email at email@example.com. at least 5 business days before your next payment date. The subscription charges will stop after the last billing period. Please note that the subscription fees are non-refundable regardless of use of the services or non-use by the Merchant. If you end your subscription, it will expire at the end of your current subscription period, and you may use your subscription until the end of your then-current subscription period; your subscription will not be renewed after your then-current plan expires. If you have taken advantage of a Free Trial offer, which has not yet expired, the subscription will end immediately.
10. THIRD PARTY INTEGRATORS
Shelfy may from time to time recommend, provide you with access to, or enable third party software, products, services or website links (collectively, “Integrations”) for your consideration or use. Such Integrations are made available only as a convenience, and your purchase, access or use of any such Integration is solely between you and the applicable third-party Integrations provider (“Integrator”). In addition to this Agreement, you also agree to be bound by the additional service-specific terms applicable to services you purchase from, or that are provided by, such Integrators. Any use by you of Integrations is entirely at your own risk and discretion, and it is your responsibility to read the terms and conditions and/or privacy policies applicable to such Integrations before using them. In some instances, Shelfy may receive a revenue share from Integrators that Shelfy recommends to you or that you otherwise engage through your use of the Services. We do not provide any warranties or make representations to you with respect to such Integrator, Integrations and any other service provided by the Integrator. You acknowledge that Shelfy has no control over the any such Integration and shall not be responsible or liable to you or to anyone else for the use of any such Integration. The availability of such integrations or enabling of such Integrations with our Services does not constitute or imply an endorsement, authorization, sponsorship, or affiliation by or with Shelfy. Shelfy does not guarantee the availability of such Integrations and you acknowledge that Shelfy may disable access to any such Integration at any time in its sole discretion and without notice to you. Shelfy is not responsible or liable to anyone for discontinuation or suspension of access to, or disablement of, any such Integration. Shelfy strongly recommends that you seek specialist advice before using or relying on such Integrations, to ensure they will meet your needs. If you install or enable an Integration for use with our Services, you grant us permission to allow the applicable Integrator to access your data and other content and to take any other actions as required for the interoperation of the Integration with our Services, and any exchange of data or other content or other interaction between you and the Integrator is solely between you and such Integrator. Shelfy is not responsible for any disclosure, modification or deletion of your data or other content, or for any corresponding losses or damages you may suffer, as a result of access by such Integrator to your data or other content.
11. INTELLECTUAL PROPERTY RIGHTS
The Service are our copyrighted property. All trademarks, service marks, trade names, trade dress, domain names, patents, inventions, trade secrets, copyrights, database rights and all other intellectual or industrial proprietary rights (including know-how), in the are owned by us or our licensors, or any affiliated companies to us or our licensors. No element of the Service may be used or exploited in any way other than as part of the Service offered to you and to the extent expressly permitted under the Agreement. We do not transfer any rights (including intellectual property rights) or title to the Service or any part thereof to you. If Shelfy receives any feedback (e.g., questions, comments, suggestions etc.) regarding any of the Services (“Feedback”), all rights, in such Feedback shall belong exclusively to Shelfy and to the extent required by applicable law then you hereby irrevocably transfer and assign to Shelfy all Intellectual Property Rights it has in such Feedback and waive any and all moral rights that you may have in respect thereto.
12. LIMITATION OF LIABILITY AND DISCLAIMER
If you are dissatisfied with the Service, the content available on it, or with the Agreement, your sole and exclusive remedy is to discontinue the Service. Shelfy shall have no liability for any indirect damages and you agree that any liability on behalf of Shelfy shall in all cases be limited to the amount paid by you to Shelfy during the six-month preceding your claim. Shelfy is not liable for any disruption in your internet access. Except as otherwise expressly stated hereunder, AND TO the maximum extent permitted by applicable law, THE SERVICES, CONTENT (IF APPLICABLE AND PROVIDED BY SHELFY) AND ANY RELATED DOCUMENTATION, SOFTWARE OR COMPONENT THEREIN are provided on an “as is” and “as available” basis without warranty of any kind. SHELFY disclaims all warranties, either express or implied, and MAKES NO REPRESENTATION NOR DOES IT EXTEND ANY WARRANTY OF ANY KIND, WITH RESPECT TO THE SERVICES AND CONTENT, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. SHELFY ASSUMES NO RESPONSIBILITY OR LIABILITY FOR: (I) ANY UNAUTHORIZED ACCESS TO OR USE OF THE SERVICES; (II) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICES; (III) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE SERVICES; AND (IV) ANY LOSS OF DATA OR CONTENT. In no event shall Shelfy be liable for any damages whatsoever including, without limitation, indirect, consequential, special, punitive or incidental damages, or damages for loss of business profits, business interruption, loss of business information, or other pecuniary loss, arising out of the use of the SERVICES, EVEN IF SHELFY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
You shall indemnify, defend and hold harmless, Shelfy and its respective affiliates, officers, directors, shareholders, or representatives (“Indemnified Parties”) from any and all demands, judgments, awards, losses, damages, expenses, claims and liabilities, and all related costs, including reasonable legal fees (“Liabilities”) incurred by Indemnified Parties as a result of or arising out of a third party claim arising from: (i) your breach of this Agreement, including, among others, any representations or warranties made by you hereunder; (ii) your breach of any of your data protection obligations under this Agreement, including, among others, the Data Processing Agreement; (iii) your gross negligence, willful misconduct or fraud, or your employees, agents, or subcontractors; and (iv) your breach or violation of any law or the rights of a third party.
- This Agreement and any claim, controversy, or dispute arising under, related to, or otherwise in connection with this Agreement shall be interpreted, construed, and enforced in accordance with the laws of Israel, applied without giving effect to any conflicts of law principles. The Parties agree that any lawsuit that may be brought with respect to this Agreement shall be brought and tried exclusively in the competent courts located within Tel Aviv, Israel.
- Each party is an independent contractor and as such will not have any authority to bind or commit the other. Nothing herein shall be deemed or construed to create a joint venture, fiduciary or agency relationship between the parties for any purpose.
- Should any one or more of the provisions of this Agreement be determined to be invalid, unlawful, or unenforceable in any respect, the validity, legality, and enforceability of the remaining provisions of this Agreement shall not in any way be affected or impaired by such determination and will remain in full force and effect, and the provision affected will be construed so as to be enforceable to the maximum extent permissible by law.
- A delay or omission by either party to exercise any right under this Agreement shall not be construed to be a waiver of such right. A waiver by either party of any of the performance provisions of this Agreement shall not be construed to be a waiver of any succeeding performance or breach.