Open Catalog Terms of Service

Welcome to the Salsify Open Catalog. The Open Catalog enables brand manufacturers, retailers and other third-parties (each a “Participant”) to collaboratively integrate, manage, enhance, publish, access and continually optimize product content, digital assets and related product information (collectively, “Product Content” and each Participant that provides Product Content is referred to as a “Content Provider”) across the digital shelf. The solutions consist of access to the functionality of the Open Catalog, including the database of Product Content (collectively, the “Solutions”).

These terms and conditions (the “Agreement”) create a legally binding contract between Participant and Salsify, Inc. (“Salsify” or the “Company”). This Agreement governs the manner in which a Participant may use the Solutions delivered via the Open Catalog. Please read the entire Agreement carefully. 

1.OPEN CATALOG & SOLUTIONS
  • 1.1.Access and Use. Salsify hereby grants to each Participant a non-exclusive, non-transferable and non-sublicensable right during the Term (defined below) to access and use the Open Catalog and Solutions solely for Participant's own business purposes.
  • 1.2.Restrictions. Participant and any authorized user shall not (i) permit any third party to access the Open Catalog or use the Solutions except as permitted herein, (ii) reverse engineer or create derivative works based on the Open Catalog or the Solutions, (iii) copy, frame, or mirror any part or content of the Open Catalog or the Solutions, (iv) access the Open Catalog in order to build a competitive product or service, or (v) upload, post, store, distribute, transmit, sell, promote or provide any Product Content or other material that (a) is illegal to store or transmit; or (b) that violates or infringes the intellectual property rights or rights to the publicity or privacy of others.
  • 1.3.Reservation of Rights; Acknowledgement of Ownership. Except for the limited licenses granted to each Participant herein, Salsify reserves all right, title and interest in the Open Catalog and the Solutions, including all modifications, derivatives, enhancements and improvements thereto.
2.PRODUCT CONTENT
  • 2.1.License in Product Content. Each Content Provider grants to each Participant and Salsify a world-wide, perpetual, royalty-free, non-exclusive, non-transferable and non-sublicensable right during the Term to access, use, store and transmit the Product Content solely for the purpose of making available the Product Content to “end users” (i.e., users of Participant’s services who are the final recipients of the Product Content), subject to the restrictions and conditions contained in this Agreement. Each Content Provider represents that it has all legal rights necessary to grant this license, and that Product Content does not libel, defame, invade the privacy of, or violate the proprietary rights of any person.
  • 2.2.Reservation of Rights and Ownership. Except for the limited license granted in Section 2(a), Content Suppliers reserve all right, title and interest in their respective Product Content. Participants and any authorized user shall not: (i) transfer or sublicense the rights conferred upon Participant by this Agreement; (ii) sell, rent, lease, lend, or transfer any items of Product Content, other than as part of products or services that deliver additional features and functionality to the end users of those products or services; (iii) alter Product Content; (iv) make copies of or store Product Content, other than transient caching or other temporary storage incidental to otherwise permitted uses; (v) remove any source attribution included in the Product Content; or (vi) access the Open Catalog or Solutions for the purpose of reverse engineering or creating derivative works from the Product Content.
  • 2.3.Updated Product Content. Content Suppliers will periodically provide updated Product Content on the Open Catalog. When updated Product Content is available, Participants must use and display the most current version and within a reasonable time, delete all copies of the previous version that Participants possess or control. In extraordinary circumstances, Salsify may direct Participants to discontinue using and delete items of Product Data if rights to such data are called into question. In such a case, Participant agrees to use its best efforts to comply with this direction immediately.
  • 2.4.

    Content Supplier Obligations. Each Content Supplier is responsible for securing all necessary prior consents for the collection, storage, and use of any Product Content.

3.FEES
  • 3.1.

    Unless otherwise expressly set forth in a separate signed agreement between Participant and Salsify, there are no fees applicable to this Agreement or the Solutions.

4.TERM
  • 4.1.

    Unless otherwise agreed by authorized representatives of the parties in writing, this Agreement will continue in effect until terminated either by Participant or Salsify in accordance with Section 13 of the Agreement.

5.SALSIFY AND THIRD PARTY TRADEMARKS
  • 5.1.“Salsify,” “Open Catalog” and all Salsify logos and other words or symbols representing Salsify as the source of the Solutions (“Salsify Trademarks”) are owned by Salsify. Participants may not use Salsify Trademarks without Salsify’s written permission.

     

    All other trademarks, service marks, product names and company names or logos appearing in the Product Content that do not belong to Salsify (“Third-Party Trademarks”) are the property of their owners. Salsify conveys no rights or licenses with respect to Third-Party Trademarks.

6.PUBLICITY
  • 6.1.Each Content Provider hereby grants Salsify a worldwide, royalty-free license to use Content Provider’s company name, brand names, logos and other trademarks on the Open Catalog and other publicly available marketing materials, solely for the purpose of accurately identifying Content Provider as a Participant.
7.REPRESENTATIONS
  • 7.1.

    Each party represents and warrants and covenants to the other party that (i) it has full corporate power and authority to enter into this Agreement and to perform its obligations hereunder; and (ii) in performing its obligations under this Agreement, it will comply with all applicable laws and regulations (including without limitation all applicable privacy laws and regulations).

8.DISCLAIMER OF WARRANTIES
  • 8.1.

    THE OPEN CATALOG, SOLUTIONS AND PRODUCT CONTENT ARE PROVIDED "AS IS" WITHOUT ANY WARRANTY OF ANY KIND AND SALSIFY, CONTENT PROVIDERS AND THEIR 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 OPEN CATALOG, SOLUTIONS OR PRODUCT CONTENT WILL MEET PARTICIPANT’S REQUIREMENTS, THAT THEIR OPERATION WILL BE UNINTERRUPTED OR ERROR-FREE OR THAT THE OPEN CATALOG, SOLUTIONS OR PRODUCT CONTENT SHALL RESULT IN ANY SALES OR PROFIT FOR PARTICIPANT. TO THE FULLEST EXTENT PERMITTED BY LAW, SALSIFY AND CONTENT PROVIDER HEREBY DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, WITH RESPECT TO THE OPEN CATALOG, SOLUTIONS AND PRODUCT CONTENT, INCLUDING, WITHOUT LIMITATION, 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 PRODUCT CONTENT PROVIDED BY OR MADE AVAIABLE BY ANY CONTENT PROVIDER IS PROvIDED VIA THE OPEN CATALOG ON AN “AS IS” BASIS WITHOUT WARRANTY OF ANY KIND BY SALSIFY AND AND SALSIFY DOES NOT VERIFY ACCURACY OF PRODUCT CONTENT WITH CONTENT PROVIDERS OR GUARENTEE PARTICIPANT THAT THE PRODUCT CONTENT IS ACCURATE, UP-TO-DATE, OR FREE OF ERRORS. 

9.LIMITATIONS OF LIABILITY
  • 9.1.NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY HEREUNDER FOR ANY SPECIAL, CONSEQUENTIAL, INDIRECT, INCIDENTAL, OR EXEMPLARY DAMAGES (INCLUDING, BUT NOT LIMITED TO, LOSS OF PROFIT), REGARDLESS OF THE FORM OF THE ACTION, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ADDITIONALLY, EXCEPT FOR THE INDEMNIFCATION OBLIGATIONS WITH RESPECT TO THIRD PARTY INTELLECTUAL PROPERTY CLAIMS, IN NO EVENT SHALL EITHER PARTY BE LIABLE CONCERNING THIS AGREEMENT, REGARDLESS OF THE FORM OF ANY CLAIM OR ACTION (WHETHER IN CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE), FOR ANY DAMAGES, IN THE AGGREGATE, IN EXCESS OF $1,000 (THE “CAP”), EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; PROVIDED THAT, IN CONNECTION WITH INDEMNIFICATION OBLIGATIONS WITH RESPECT TO THIRD-PARTY INTELLECTUAL PROPERTY CLAIMS; EACH PARTY’S AGGREGATE LIABILITY HEREUNDER WILL NOT EXCEED FIVE (5) TIMES THE CAP.
10.INDEMNIFICATION
  • 10.1.Salsify Indemnity. Salsify will indemnify, defend and hold Participant, its directors, officers, employees and representatives, harmless from and against any and all losses, damages, liability, costs and expenses awarded by a court or agreed upon in settlement (including reasonable attorneys’ fees) (collectively “Losses”) arising out of any third-party claim alleging that the Open Catalog or Solutions infringe any U.S. patent, copyright, trademark or trade secret.
  • 10.2.

    Exclusions. Section 10(a) will not apply if the alleged claim arises, in whole or in part, from: (i) a use or modification of the Solutions by Participant or any authorized user in a manner outside the scope of any right granted pursuant to this Agreement, (ii) a combination, operation or use of the Solutions with other software, hardware or technology not provided by Salsify if the claim would not have arisen but for the combination, operation or use, or (iii) the Product Content (clauses (i), (ii) or (iii) collectively referred to as a “Participant Indemnity Responsibility”).

  • 10.3.

    Participant Indemnity. Participant will indemnify, defend and hold harmless Salsify, its directors, officers, employees and representatives, from and against any and all Losses arising out of any (i) Participant Indemnity Responsibility or (ii) Participant’s breach of any term of this Agreement.

  • 10.4.

    Indemnification Process. The foregoing indemnification obligations are conditioned on the indemnified party: (i) notifying the indemnifying party promptly in writing of such action, except where such failure to notify does not materially prejudice the indemnifying party, (ii) reasonably cooperating in such defense and (iii) giving sole control of the defense and any related settlement negotiations to the indemnifying party provided that that the indemnifying party may not settle any claim in a manner that admits liability or otherwise prejudices the indemnified party, without consent.

11.SECURITY VIOLATIONS AND UNAUTHORIZED USE
  • 11.1.

    Participant is responsible for the security of passwords created by authorized users under its account and for all activities that occur through the use of its account if accessed with any of its passwords, including liability for damages resulting from misuse. If Salsify considers a password under Participant’s account insecure, Salsify may require Participant to change the password in order to access the account.

  • 11.2.

    Participant may not attempt to violate the security of the Open Catalog or Solutions, or use the Solutions to violate the security of other persons or websites or to violate the law, including by (1) accessing data not intended for Participant or logging into an account that Participant is not authorized to access, (2) attempting to probe, scan or test the vulnerability of the Solutions or to breach security or authentication measures, or (3) attempting to interfere with service to any user, host or network, including without limitation, by submitting a virus to the Solutions or Open Catalog.

  • 11.3.

    Salsify will take all reasonably necessary steps to investigate suspected violations of this Agreement. We reserve the right to involve and fully cooperate with any law enforcement authorities and we will comply with court orders requesting or directing us to disclose the identity of anyone engaging in conduct that is believed to violate the law. Salsify may, in its discretion, release your user details to system administrators at other websites in order to assist them in resolving security incidents, subject to reasonable assurances of confidentiality.

12.THIRD PARTY ADVERTISERS AND MERCHANTS
  • 12.1.The Solutions may include advertisements from companies that are not owned or operated by Salsify and that may permit Participant to order and receive products, information and services from these businesses. The purchase, payment, warranty, guarantee, delivery, maintenance and all other matters concerning the merchandise, services or information ordered or received from such businesses are solely between Participant and such businesses, delivered under their terms of service. Salsify does not endorse, warrant or assume any responsibility or liability for such products, information or services including, but not limited to, the accuracy, completeness or usefulness of such information, opinion and advice and the quality and availability of such products or services. Any separate charges or obligations Participant incurs in Participant’s dealings with these third parties are Participant’s responsibility and are not part of the Solutions offered pursuant to this Agreement.
13.TERMINATION
  • 13.1.

    Salsify may discontinue or revise any or all aspects of the Open Catalog or Solutions without prior notice to Participant. Salsify may also suspend or terminate Participant’s access to the Solutions or Open Catalog at any time for any reason without notice to Participant. Participant may terminate its Open Catalog account at any time.

14.GENERAL TERMS
  • 14.1.

    If any portion of this Agreement is held invalid or unenforceable, that portion will be construed in accordance with applicable law as nearly as possible to reflect the original intention of the parties, and the remainder of this Agreement shall remain in full force and effect.

  • 14.2.

    The failure of either party to insist upon strict performance of any provision of this Agreement is not to be construed as a waiver of any provision or right.

  • 14.3.

    This Agreement shall be governed by the laws of the State of Delaware without regard to its conflict of laws rules. Participant expressly agree that exclusive jurisdiction for any claim or dispute with Salsify or relating in any way to your use of the Solutions or Open Catalog resides in the courts of Delaware and Participant further consent and agree to personal jurisdiction by the state and federal courts sitting in the State of Delaware in connection with any such dispute.

  • 14.4.

    Participant may only resolve disputes with Salsify on an individual basis, and may not bring a claim as a plaintiff or a class member in a class, consolidated, or representative action. Class arbitrations, class actions, private attorney general actions, and consolidation with other arbitrations are not allowed.

  • 14.5.

    Any claim by Participant related to use of the Solutions, Open Catalog, or Product Content must be instituted within one year after the claim or cause of action has arisen.

15.REVISIONS TO THIS AGREEMENT
  • 15.1.

    If Salsify makes material changes to this Agreement, Participant will be asked to review and accept the changes the next time Participant accesses the Open Catalog. If Participant does not agree to the new terms, Participant’s sole recourse is to discontinue use of the Solutions.