Terms of Service

ShelfPerks Merchant Account

You must register an account (ShelfPerks Merchant Account) with us in order to use ShelfPerks platform and its related services. During the registration process, we will ask for your information which includes your name and other personal information. You agree to provide the complete and accurate information to complete the registration process.

At any time post registration, we may also ask for your business license, taxpayer ID and other relevant information to verify the legitimacy of your business. You agree to provide us with the information we request from you.

All the activities happened under your ShelfPerks Merchant account, including the activities by the persons to whom you have granted access to your ShelfPerks Merchant account is your sole responsibility. We reserve the right to make modifications to, suspend, or terminate any ShelfPerks Merchant account which is registered with inaccurate, incomplete, untrue information or which does not comply with registration requirements or which cannot be verified for its legitimacy.

Grant of License

During the Term of this agreement and in accordance with this agreement, 2497 Inc. grants you a limited, non-exclusive, non-transferable, revocable license to access and use ShelfPerks services.

Use of Our Platform Permitted By Laws

We do not allow any misuse of our product and services. You can ONLY access our platform via the provided user interface.

We reserve the right to stop or suspend providing our services to you if we find that our products and services are used to perform any illegal operations prohibited by Laws.

You, hereby, authorize us to share information about you, your ShelfPerks Merchant account and any of your activities under your ShelfPerks Merchant account with law enforcement if there is such a request from law enforcement agencies and/or if we suspect that your ShelfPerks Merchant account has been used for an unauthorized, illegal, or criminal purpose.

For all your activities in ShelfPerks platform, you are solely responsible to comply with any federal, state, and local laws or regulations including, but not limited to, taxes and fees related to sales or purchase of products and/or services for your activities, reporting to government authorities, notifying, and collecting applicable taxes from your customers. You are solely responsible for customer service, order fulfillment, delivery, refunds, claims, and warranties related to your activities in ShelfPerks platform.

Content Ownership and Intellectual Property Rights

Using our Services does not grant you ownership of any intellectual property rights in our service and content. The content you have added to your ShelfPerks Merchant account is owned by us. Even after the termination of your ShelfPerks Merchant account, the content you added to your account may remain in historical, cached, or archived copies and versions.

Our automated systems analyze the content and the activities of your ShelfPerks Merchant account in order to improve our product and services and to identify trends. We may also use the information deduced from these analyses in our other products, services, promotions, business development, process improvements, product development, etc. throughout the world.

The data you or the persons to whom you have granted access to your ShelfPerks Merchant account may include any personally identifiable information hereinafter referred as “Personal Data”. You are solely responsible for ensuring that you and the persons to whom you have granted access to your ShelfPerks Merchant account comply with any legal, regulatory, or similar restrictions applicable in handling such Personal Data you inputted and maintained in your ShelfPerks Merchant Account.

2497 Inc. and ShelfPerks will comply with applicable laws and regulations governing the Personal Data in our possession or under our control.

ShelfPerks Privacy Policies provide information on how the Personal Data of you and the others is treated and how your privacy is protected related to your use of ShelfPerks platform.

Restrictions

You may not transfer any rights granted to you under this Terms of Services agreement.

You may not modify, distribute, sell, lease, or reverse-engineer any part of ShelfPerks and its related services.

You may not use any automated devices, algorithm, program, methodology, scraper, web crawler, spider or any equivalent automated or manual process to access, monitor, acquire or copy any part of 2497 Inc., ShelfPerks and its related services.

You may not attempt to gain unauthorized access to any portion or feature of ShelfPerks Platform, or any other systems or networks connected to ShelfPerks Platform, or to any ShelfPerks or 2497 Inc. servers, or to any of the services offered on or through ShelfPerks Platform and 2497 Inc., by hacking, password "mining" or any other illegitimate means.

You may not impose an unreasonable or disproportionately large load on our ShelfPerks infrastructure.

You may not upload any material that contains corrupted data or any other harmful, disruptive, or destructive files to our ShelfPerks platform or infrastructure.

You may not post nude, partially nude, or sexually suggestive photos in ShelfPerks Platform, 2497 Inc. and its related services.

You may not use and benefit from ShelfPerks platform and its related services via rental, lease, sub-lease, timesharing, or other arrangement.

You may not use a ShelfPerks trademark or any other graphic symbol, logo, or icon owned by 2497 Inc. in a disparaging manner.

You may not use the ShelfPerks Logo or any other graphic symbol, logo, or icon owned by 2497 Inc. on or in connection with web sites, products, packaging, manuals, promotional/advertising materials, or for any other purpose except pursuant to an express written trademark license from ShelfPerks or 2497 Inc.

Confidential Information

Except as otherwise set forth in these Terms, you agree that all code, inventions, know-how and business, technical and financial information disclosed to you (“Receiving Party”) by us ("Disclosing Party") constitute the confidential property of the Disclosing Party (“Confidential Information”), provided that it is identified as confidential at the time of disclosure or should be reasonably known by the Receiving Party to be confidential or proprietary due to the nature of the information disclosed and the circumstances surrounding the disclosure. Any of Our Technology and any information relating to the ShelfPerks^TM Products will be deemed our Confidential Information without any marking or further designation. Except as expressly authorized herein, the Receiving Party will (1) hold in confidence and not disclose any Confidential Information to third parties and (2) not use Confidential Information for any purpose other than fulfilling its obligations and exercising its rights under these Terms. The Receiving Party may disclose Confidential Information to its employees, agents, contractors, and other representatives having a legitimate need to know, provided that they are bound to confidentiality obligations no less protective of the Disclosing Party than this Section and that the Receiving Party remains responsible for compliance by them with the terms of this Section. The Receiving Party's confidentiality obligations will not apply to information which the Receiving Party can document: (i) was rightfully in its possession or known to it prior to receipt of the Confidential Information; (ii) is or has become public knowledge through no fault of the Receiving Party; (iii) is rightfully obtained by the Receiving Party from a third party without breach of any confidentiality obligation; or (iv) is independently developed by employees of the Receiving Party who had no access to such information. The Receiving Party may also disclose Confidential Information if so required pursuant to a regulation, law, or court order (but only to the minimum extent required to comply with such regulation or order and with advance notice to the Disclosing Party). The Receiving Party acknowledges that disclosure of Confidential Information would cause substantial harm for which damages alone would not be a sufficient remedy, and therefore that upon any such disclosure by the Receiving Party the Disclosing Party will be entitled to appropriate equitable relief in addition to whatever other remedies it might have at law.

Term of Agreement

Unless otherwise agreed in writing, the Term hereof shall mean the duration of the specific ShelfPerks service identified in subscription plan, add-on plan, free-trial plan, and invoices. The beginning date of the Term, unless otherwise stated in writing, shall be the date you register to use ShelfPerks service. The end date of the Term shall be either:

• the expiration date specified in subscription plan, add-on plan, free-trial plan, and invoices OR
• the date that 2497 Inc. terminates your subscription or your add-on or your free trial for the breach of the terms and conditions of this agreement or the lack of required payments

Software Updates, Changes and Maintenance

We reserve the right to do any of the following, at any time, with or without notice:

1. We may add, remove, or change functionalities or features of ShelfPerks.
2. We may also suspend or stop our ShelfPerks platform and its related services when it deems necessary.
3. Our software may update to a new version automatically on your device to keep up with the latest bug fixes, feature improvements and new feature implementations.
4. We may schedule and/or un-schedule maintenance or repairs which may temporarily degrade the quality of the Services or result in a complete or partial outage of ShelfPerks platform related services.

Types of Products and Services Sold by You Using ShelfPerks Platform

Whether at your physical location(s) and/or online store, the following types of products and services are prohibited including, but not limited to, products and/or services that --

1. infringe or have potential to infringe the privacy rights or intellectual property rights of another party
2. slander or defame or libel another party
3. are determined by us to be pornographic, sexually explicit, violent, offensive, or inappropriate
4. are illegal or potentially illegal including, but not limited to, stolen, fraudulent, or counterfeited

Taxes

In using ShelfPerks to sell goods and/or services at your retail locations, you are solely responsible to collect applicable sales taxes, special product taxes and fees from your customers. You may use features on ShelfPerks to enter applicable sales taxes and special product taxes and fees for each of your retail locations. Although we may provide you tools for tax estimates and reports, you may not rely on these tools for your tax related obligations.

Your Marketing Practices

You may have access to the customer information (such as name, email address, mailing address, phone number) that is saved under your ShelfPerks merchant account. Your use of customer information has to be within the boundaries of laws. 2497 Inc. is not responsible for your use of customer information for marketing, promotion, and any other purposes. If you send messages to the customers, you alone are responsible for the content of those messages and to uphold any promise made to the customers by you. You agree that you will follow the applicable laws and regulations regarding marketing practices. You are prohibited from sharing and/or selling the customer information to another third party. Any of the unlawful, illegal, unethical use of customer information directly or indirectly will result in the suspension and/or cancellation of all the services provided to you by ShelfPerks with or without refund and/or legal actions taken by us.

Our Marketing Practices

During the term of this Agreement, you grant 2497 Inc. a free license to use, reference and display your company’s name and/or your store name and trademarks in our marketing communications including but not limited to websites, press releases, publications, stories, social media posts, print media and ShelfPerks brand promotion activities.

Gift Cards

Gift Cards sold by you using the features of ShelfPerks are only redeemable from you for your goods and services at ALL of your retail locations. You agree to comply with applicable federal, state, and local laws that apply to your gift cards, including but not limited to the maximum value of a gift card, expiration date, balance of a gift card, unclaimed gift card amount, reporting and remittance of unclaimed gift card balances. All gift cards and funds associated with the gift cards are your sole property. Any liability for the use or misuse of your gift cards, customer service for buyers and holders of your gift cards, and any third-party claims arising from or relating to your gift cards, are your sole responsibility.

eCommerce

2497 Inc., through its product ShelfPerks, may or may not provide you with features to sell your goods and services online (such activities, collectively called “your eCommerce activities”). For all your eCommerce activities, you are solely responsible to comply with any federal, state, and local laws or regulations including, but not limited to, taxes and fees related to sales or purchase of products and/or services for your eCommerce activities, reporting to government authorities, notifying, and collecting applicable taxes from your eCommerce customers. You are solely responsible for customer service, order fulfillment, delivery, refunds, claims, and warranties related to your eCommerce and other related activities.

Third Party Payment Processors

There will be third party payment processors you have to partner in order to process your in-store and/or eCommerce customer payments. Your relationship with a third-party payment processor is governed by the third-party payment processor’s terms and policies. We are not liable for any payment or transaction issues caused by the third-party payment processor.

Account Security

Despite the measures we put in place to protect your ShelfPerks Merchant account and your personal information, we cannot guarantee that the security breach by unauthorized third parties will never happen. You are responsible for safeguarding your ShelfPerks Merchant ID, ShelfPerks Merchant account username, ShelfPerks Merchant account password and for restricting access to ShelfPerks Merchant account. You agree to immediately notify us when any security breach or unauthorized use of your password or account happens or is suspected..

Payments and Fees

You agree to pay all the applicable fees and taxes, in accordance with the terms and currency set forth on the invoice for the use of ShelfPerks and its related services. You agree to provide the accurate billing and contact information which will be used by us to verify the validity of the payment method and to charge your payment card or bank account. You agree that your debit/credit card, bank account and related personal data may be provided to our third-party partners whom we use for payment processing.

Free Trials and Subscriptions

If you register your ShelfPerks Merchant account via free trial, the trial period will begin from the day of your registration of your ShelfPerks Merchant account. Trial end date will be after the specific number of days as mentioned in the trial period offer.

Once you select a specific subscription plan during the trial period, your free trial period will end immediately and your subscription will begin.

At the end of the free trial period, if you have not selected any specific paid subscription plan, your ShelfPerks Merchant Account will automatically move to Free Plan.

Canceling the subscription plan will put your ShelfPerks Merchant account to Free Plan automatically.

If you no longer wish to use ShelfPerks product and services, you will have to submit a request via https://support.shelfperks.com/contact-support/.

Refund Policy

If you registered to use ShelfPerks products and services through subscription plans, you agree to the following refund policy.

• If you upgrade or downgrade your recurring subscription from one plan (“Existing Plan”) to another plan (“New Plan”), your service will immediately be switched to the New Plan. The payment for the unused portion of service from the Existing Plan will be refunded to you.
• Refund will not be issued for one-time products or services (for example, one time add-on)
• Refund will not be issued for suspension and/or cancellation of ShelfPerks products and services due to any of your unlawful, illegal, unethical use of customer information and breach of the terms in this Terms of Service Agreement

Sweepstakes, Contests and Giveaways

From time to time, we may have sweepstakes, contests, and giveaways. If you are eligible to participate, you agree to the rules mentioned in
https://www.shelfperks.com/legal/sweepstakes-rules

Limited Liability and Indemnification

To the extent permitted by law, we exclude all warranties.

We provide our ShelfPerks platform and its related services “AS IS”. We do NOT make any specific promises about ShelfPerks platform and its related services. We do NOT make any promises about functionality, reliability, availability, or ability to meet your needs. We do NOT guarantee that any feature, service, and content of ShelfPerks and its related services will be free of errors or free of interruptions.

When permitted by law, we will NOT be responsible for lost profits, revenues, or data. We are also NOT responsible for indirect, special, consequential, exemplary, or punitive damages.2497 Inc. will not be responsible for any unforeseeable loss or damages directly or indirectly related to ShelfPerks and its related services.

You will hold harmless and indemnify 2497 Inc. and its affiliates, officers, agents and employees from any action, suit or claim arising from or related to the use of ShelfPerks and its related services including any expense or liability arising from losses, damages, claims, suits, judgments, attorneys’ fees, and litigation costs.

Method of Communication

We may provide any and all communications, notices, and statements to you through the following methods.

• By Email
• Posting on our websites
• An in-product message
• By mail or express delivery service
• By Text or SMS or WhatsApp message

Governing Law

This Terms of Service agreement shall be governed by the Laws of the State of Delaware without regard to any conflict of laws principles that may provide the application of the law of another jurisdiction. If, for any reason, a claim proceeds in court rather than in arbitration, we both agree that the exclusive jurisdiction and venue for any legal proceeding is either federal court of the Northern District of California or state court in Santa Clara County, California.

Dispute Resolution

In case any dispute or controversy between you and 2497 Inc. happens in connection to your use of ShelfPerks and its related services, the parties shall attempt to resolve such dispute in good faith. If such negotiations do not result in a resolution of the dispute within 30 days or within a mutually agreed time frame, the Parties shall refer such dispute to a mediation organization appointed by Company. The appointed mediation & negotiation organization shall conduct in accordance with the terms and conditions of this agreement. If mediation is failed, then the same shall be referred to arbitration in that event the sole arbitrator shall be appointed by Company, 2497 Inc.

Modification, Compliance and Termination

At any time, we may modify these terms, remove some terms, or add additional terms to this Terms of Service agreement, to reflect changes to ShelfPerks and its related services or to the law. Notice of modification will be posted on this page.

If you do not comply with any of these terms and we don’t take any action right away, this does not mean that we are giving up any rights that we may have, such as taking action, in the future.

If a particular term is deemed unenforceable, this will not affect any other terms.

Both parties (us and you) may terminate this Terms of Services agreement at any time. Termination of your account does not relieve you of any obligation to pay any outstanding fees. If it is us initiating the termination, then we will provide you with reasonable notice via the communication method of our choice. If it is you initiating the termination, you agree to notify through https://support.shelfperks.com/contact-support/.

Upon termination, your access to your ShelfPerks Merchant account and its related services will be removed. We will not be liable for any loss or damages caused by the termination.

Upon termination, the following sections of this Terms of Services agreement will remain in effect in accordance with their terms:

• Content ownership and Intellectual property rights
• Limited Liability and Indemnification
• Governing Law
• Dispute Resolution

Advice of Counsel

You acknowledge that you have had the opportunity to seek independent legal counsel and have reviewed, understood, and accepted the terms and conditions of this Agreement.