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. To confirm your understanding and acceptance of the Agreement, click “Agree” in the Salsify app.
1. Open Catalog & Solutions
2. Product Content
3. Fees. 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. 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. “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. 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. 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. 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 SALSIFY DOES NOT VERIFY ACCURACY OF PRODUCT CONTENT WITH CONTENT PROVIDERS OR GUARANTEE PARTICIPANT THAT THE PRODUCT CONTENT IS ACCURATE, UP-TO-DATE, OR FREE OF ERRORS.
9. Limitations of Liability. 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.
. 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.
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”).
Participant and Content Provider 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; provided, however, that in the event Participant is not a “Content Provider,” Section 10b(iii) shall not be considered a “Participant Indemnity Responsibility. In addition, each Content Provider will indemnify, defend and hold harmless each Participant from and against any and all Losses arising out of the Product Content contributed to the Open Catalog by such Content Provider.
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
12. Third Party Advertisers and Merchants. 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. 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
15. Revisions to this Agreement. 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.