Enhanced Content Terms of Service
These Enhanced Content Terms of Service (these “EC Terms”) create a legally-binding contract between the entity you represent (“you or “your”) and Salsify, Inc. (“Salsify”). These EC Terms govern the manner in which you may access and use Salsify’s Enhanced Content solution (the “EC Solution”) to obtain Enhanced Content for rendering on your Product Detail Pages. Please read these EC Terms carefully.
1. ENHANCED CONTENT SOLUTION.
a. Access and Use. Salsify grants you the right during the Term to access and use the EC Solution solely for your own business purposes. Except for the limited rights granted to you in these EC Terms, Salsify reserves all other rights.
b. Salsify Experiences SDK. You will be provided with access to an SDK that you can use to query Salsify for available Enhanced Content to render on your Product Detail Pages.
c. Product Listings. You will be provided with a file template and file transfer protocol credentials to enable you to provide Salsify regular updates of your product listings that are eligible for the EC Solution.
d. Notification of Changes. In the event that you modify your Product Detail Pages such that the Enhanced Content can no longer be displayed, you will provide Salsify sufficient advance notice to allow Salsify to either: (i) work with your suppliers in an effort to update the Enhanced Content to meet your requirements or (ii) notify your suppliers that you will no longer display Enhanced Content.
e. Usage Data. Salsify may collect data on usage of the EC Solution (such as the number of page views) in order to develop, analyze, improve, support and operate the EC Solution.
f. Trademark License. You grant Salsify the right during the Term to use and display your name, logo and trademarks to inform your suppliers that they may make their Enhanced Content available to you using Salsify’s products and services. In connection with that, Salsify will follow any standard trademark guidelines which you communicate to Salsify.
2. FEES. Unless otherwise agreed with you in an order form or SOW, you will not be charged a fee for your use and access of the EC Solution.
3. DISCLAIMER OF WARRANTIES. THE EC SOLUTION IS PROVIDED "AS IS" WITHOUT ANY WARRANTY OF ANY KIND AND SALSIFY AND ITS RESPECTIVE AFFILIATES AND LICENSORS DISCLAIM ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. SALSIFY DOES NOT WARRANT THAT THE EC SOLUTION WILL MEET YOUR REQUIREMENTS, THAT THEIR OPERATION WILL BE UNINTERRUPTED OR ERROR-FREE OR THAT THE EC SOLUTION WILL RESULT IN ANY SALES OR PROFIT FOR YOU. TO THE FULLEST EXTENT PERMITTED BY LAW, SALSIFY HEREBY DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, WITH RESPECT TO THE EC SOLUTION, INCLUDING, ALL IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, QUIET ENJOYMENT, INTEGRATION, MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE AND ALL WARRANTIES ARISING FROM ANY COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE. ALL ENHANCED CONTENT PROVIDED BY OR MADE AVAILABLE BY SALSIFY IS PROVIDED ON AN “AS IS” BASIS WITHOUT WARRANTY OF ANY KIND. SALSIFY DOES NOT GUARANTEE THAT THE ENHANCED CONTENT IS ACCURATE, UP-TO-DATE, OR FREE OF ERRORS.
4. LIMITATIONS OF LIABILITY. NEITHER PARTY WILL BE LIABLE TO THE OTHER PARTY HEREUNDER FOR ANY SPECIAL, CONSEQUENTIAL, INDIRECT, INCIDENTAL, OR EXEMPLARY DAMAGES (INCLUDING, BUT NOT LIMITED TO, LOSS OF PROFIT), EVEN IF THE PARTY WAS ADVISED OF THEIR POSSIBILITY. EXCEPT FOR CLAIMS UNDER SECTION 5 OR CLAIMS RELATED TO THE OTHER PARTY’S INTELLECTUAL PROPERTY RIGHTS, NEITHER PARTY WILL BE LIABLE TO THE OTHER PARTY FOR CLAIMS CONCERNING THESE EC TERMS IN AN AGGREGATE AMOUNT OF MORE THAN $10,000.
5. INDEMNIFICATION
a. Salsify Indemnity. Salsify will indemnify, defend, and hold you harmless against any third-party claim alleging that Salsify’s provision of the EC Solution infringes that third-party’s U.S. patent, copyright, trademark, or trade secret.
b. Exclusions to Salsify’s Indemnity. Section 5 (a) will not apply if the claim arises, in whole or in part, from: (i) your use or modification of the EC Solution or Enhanced Content in a manner outside the scope of the rights granted under these EC Terms, or (ii) your combination, operation, or use of the EC Solution with other software, hardware or technology not provided by Salsify if the claim would not have arisen but for the combination, operation, or use (collectively, “Your Indemnity Responsibility”).
c. Your Indemnity. You will indemnify, defend, and hold harmless Salsify against any claim arising out of: (i) Your Indemnity Responsibility; or (ii) your misuse of any Enhanced Content.
d. Remedies. If the EC Solution is, or in Salsify’s opinion is likely to become, the subject of any infringement-related claim, then Salsify will seek to, at its expense: (i) obtain the right for you to continue using it; (ii) replace or modify it with a functional equivalent; or (iii) terminate your right to use the EC Solution and refund any advance payments for unused subscription rights.
e. Indemnification Process. To obtain the benefits of this Section 5, the party seeking protection must: (i) notify the other party promptly in writing; (ii) provide reasonable cooperation in the defense of the claim; and (iii) give sole control of the defense and any related settlement negotiations to the other party.
6. TERM & TERMINATION. These EC Terms will continue in effect until terminated either by you or Salsify in accordance with this Section. You may terminate your access to the EC Solution at any time by providing written notice to Salsify at legal@salsify.com. Salsify may discontinue or modify any or all aspects of the EC Solution without prior notice to you. Salsify may also suspend or terminate your access to the EC Solution at any time for any reason, including for your failure to use the EC Solution or provide Salsify regularly updated listings of products eligible for the EC Solution.
7. GENERAL TERMS
a. This agreement is the entire agreement concerning its subject matter and supersedes any prior or concurrent communications.
b. If you are an individual accepting these terms on behalf of an entity, you represent that you have the legal authority to enter into this agreement on that entity's behalf.
c. If any portion of these EC Terms is held invalid or unenforceable, the remainder will remain in full force and effect.
d. The failure of either party to insist upon strict performance of any provision of these EC Terms is not to be construed as a waiver of any provision or right.
e. Any delay in the performance of any duties or obligations of either party will not be considered a breach of EC Terms if such delay is caused by a labor dispute, shortage of materials, fire, earthquake, flood, war, act of terror, or any other event beyond the control of such party. The affected party will use reasonable efforts, under the circumstances, to notify the other party of the circumstances causing the delay and to resume performance as soon as possible.
f. These EC Terms are governed by the laws of the State of Delaware without regard to its conflict of laws rules. Any claim or dispute relating to these EC Terms must be brought in the state or federal courts of Wilmington, Delaware.
8. DEFINITIONS
a. “Enhanced Content” means the supplier product content and related media hosted by Salsify and made available to you through the EC Solution for rendering on your Product Detail Pages.
b. “Product Detail Pages” means the product detail pages on your retail website(s) and/or platform(s), including any mobile applications.
c. “Term” means the period from your acceptance of these EC Terms to the termination of these EC Terms in accordance with Section 6.
