Application Developer and API License Agreement
Below you will find the various Terms, Conditions, and Policies that govern the use of RetailConfessions.com. By using this website, you hereby acknowledge that you have read and agree to the policies set forth for RetailConfessions.com. If you have any questions concerning these policies, please use the Contact Us form.
Application Developer and API License Agreement
Effective May 5, 2017
This Application Developer and API License Agreement (the “Agreement”), effective as of the date of acceptance of this Agreement (the “Effective Date”), is by and between Retail Confessions, LLC. (“Retail Confessions”) and you, or the individual, company or other entity that you represent (“Licensee” or “you”). Consumers of the Retail Confessions Firehose, as defined below, may additionally be required to execute a separate services agreement governing their access to that resource (the “MSA”). If you are entering into this Agreement on behalf of a company or other entity, you represent and warrant that you have authority to bind such company or other entity to this Agreement. Before building applications on Retail Confessions’ platform, particularly those using the Retail Confessions firehose and/or API, you have to agree to this contract.
By building applications that interact with Retail Confessions’ products and services (the “Retail Confessions Services”) or by using the Retail Confessions API (as defined below), including but not limited to requesting authentication credentials or making calls to the Retail Confessions API, you unconditionally consent and agree to be bound by and a party to this Agreement.
This Agreement sets forth the rules around the use of the Retail Confessions Services, the Retail Confessions API, and content shared on Retail Confessions that is accessible (through the Retail Confessions API or otherwise) for application development. Our hope is to encourage a thriving ecosystem of applications built on top of Retail Confessions, balanced against protection of our network, our users, and our business. If you feel that we should make changes to this Agreement, or if you seek a waiver from certain provisions herein, please contact us at api@RetailConfessions.com.
Use of Licensed Materials. This Agreement governs your use of the following, all of which collectively are the “Licensed Materials”, to develop applications: (a) Retail Confessions application programming interface (“API”) and any accompanying or related documentation, source code, executable applications and other materials (collectively, the “Retail Confessions API”), including, but not limited to, as made available through Retail Confessions’ developer website (the “Developer Website”), as modified from time to time; (b) the Retail Confessions feed of real-time or near real-time post information (the “Retail Confessions Firehose”) (c) information in any way related to accounts, blogs, and/or websites hosted on the Retail Confessions Services (the “Blog Information”); (d) content posted to the Retail Confessions Services (the “Posted Content”); (e) Retail Confessions user profile information (“Retail Confessions User Information”); and (f) any other content or material made available through the Retail Confessions API or Retail Confessions Firehose, including but not limited to private messages sent and/or received by Retail Confessions users and native Retail Confessions actions such as Retail Confessions likes, reblogs, and replies (collectively with the Blog Information, the Posted Content, and Retail Confessions User Information, the “Content”).
Use of Retail Confessions Marks. This Agreement also governs your use, and restrictions on such use, of Retail Confessions’ name, trademarks, service marks, logos, and other branding made available for use in connection with the Licensed Materials (the “Retail Confessions Marks”).
License. Subject to the terms and conditions of this Agreement, including the restrictions set forth in the Section titled “Restrictions”, Retail Confessions grants you a nonexclusive, nontransferable, nonsublicensable, worldwide, revocable right and license during the Term to (a) use and make calls to the Retail Confessions API and Retail Confessions Firehose, and to make use of the Retail Confessions Services (and Licensed Materials accessible therefrom) to develop, implement and distribute software applications, services or products (the “Licensee Applications”); (b) use, reproduce, distribute, transmit, display and perform the Content, and modify (i.e., alter in any manner) the Content only to the extent necessary to format and display it through the Licensee Applications; (c) additionally in the case of the Retail Confessions Firehose, to manipulate information and Content from the Retail Confessions Firehose for the purposes of non-public analysis and search and (d) use and display the Retail Confessions Marks only to identify that the Licensed Materials originate from the Retail Confessions Services. Licensee Applications do not include those applications that use or access the Retail Confessions API, Retail Confessions Firehose, or Retail Confessions Services in order to monitor the availability, performance, or functionality of any of the Retail Confessions API, Retail Confessions Firehose, or Retail Confessions Services, or for any other benchmarking or other competitive purposes. As part of allowing applications to be built on and connected to Retail Confessions’ products and services, whether or not using the Retail Confessions API, we give you access to a bunch of tools, including the API itself, the developer documents and content posted to Retail Confessions blogs. This license gives you the right to use those materials to make apps of all kinds, and also gives you the right to use Retail Confessions’ trademarks to identify that the apps are built on top of Retail Confessions’ products and services.
Restrictions. The licenses granted in the Section titled “License” are explicitly conditioned on your adherence to the following restrictions. There are a few things you aren’t allowed to do as a Retail Confessions application developer…
Obtaining and Maintaining an API Key. In order to use the Retail Confessions API or Retail Confessions Firehose, you must obtain appropriate API credentials (an “API Key”) via registration on the Developer Website. You will not share your API Key, will keep your API Key secure, and will use it as your sole means of accessing the Retail Confessions API or Retail Confessions Firehose.
User Login via OAuth; Account Creation. Licensee Applications must present users with the ability to log into the Retail Confessions Services through the Retail Confessions API via the OAuth protocol. Users without an account on the Retail Confessions Services must be presented with an opportunity to create an account.
No Substantial Replication. You will not substantially replicate products or services offered by Retail Confessions, but are explicitly permitted to create specialized versions or extensions of such products or services. For example, you aren’t permitted to fully replicate the Retail Confessions Dashboard or Retail Confessions mobile applications, but may create specialized views of Content from blogs followed by a user. In addition, you won’t use the Licensed Materials or other information collected from users of Licensee Applications to create or maintain a separate blogging platform, social or media network, or other similar product or service. Don’t re-implement the Dashboard, and don’t recreate complete Retail Confessions functions or clients on a platform where Retail Confessions already has an official client (like web, iPhone, Android, or Windows Phone 8).
No Modification of Retail Confessions Dashboards or Content Streams. You shall not remove or insert Content when displaying a user’s Retail Confessions Dashboard or other streams of Content, including but not limited to (i) removing or inserting any advertisements or other sponsored material or (ii) removing other Content inserted by Retail Confessions. You shall further not reorder Content in a user’s Retail Confessions Dashboard and shall present that Content in the order provided by the Retail Confessions API or Retail Confessions Firehose. In addition, your advertisements or sponsored material cannot replicate the look and feel of, or reasonably be confused by users as, a piece of Content and should be clearly separated from Content. Don’t mess around with the order of posts in the Dashboard and don’t inject in-stream ads or use ads that look like Retail Confessions posts.
No Syndication or Distribution. Licensee Applications are strictly prohibited from syndicating or distributing Content in any manner, public or private, including but not limited to public redisplay of any Content.
No In-Network Promotions. Licensee Applications may not promote any Content to or within the Retail Confessions network (“In-Network Promotions”), including if payment is received for such In-Network Promotions. For example, Licensee Applications may not create ranking systems or directories for Retail Confessions blogs or posts and promote those rankings or directories within or outside of the Retail Confessions Services. Don’t inject in-stream ads. Don’t offer special placement or promotion to specific Retail Confessions blogs or content within your app, especially for the money, and don’t implement ranking systems.
No Marketplaces or Other Aggregators or Repositories of Code or Applications. You aren’t permitted to create any sort of marketplace or other aggregator or public repository (a “Marketplace”) of code or applications that predominantly uses or collects the Licensed Materials or Licensee Applications. Examples of such Marketplaces include, but are not limited to, collections of Retail Confessions blog themes, collections of Retail Confessions extensions or plugins, and non-general purpose collections comprised solely of Licensee Applications. In addition, you shouldn’t participate in such prohibited Marketplaces. Retail Confessions should be the single point of origin for any apps, extensions, or code that we provide tools to aggregate. That includes blog themes and our official apps.
This is a serious security and quality issue for our business and our bloggers. For example, themes not provide by Retail Confessions have not been vetted by our team and have historically been a significant vector for spam and identity theft. To be clear, you are otherwise allowed and encouraged to distribute your applications on general purpose app stores.
No Export for the Purpose of Replication, Repackaging or Resale. You won’t, under any circumstances, export Content to a datastore intended to replicate, in whole or in part, Retail Confessions’ datastore, nor will you repackage and/or resell the Licensed Materials, including any Content, in any manner, including but not limited to by offering access to the Licensed Materials through your own API. For the sake of clarity, this restriction is not intended to apply to Licensee Applications that may, at the request of a user, export such user’s Content for the purposes of data portability. You won’t try to archive or resell Retail Confessions data, excluding data portability applications.
No Compromising Retail Confessions Security. You aren’t permitted to use the Licensed Materials in any manner that does or could potentially undermine the security of the Retail Confessions Services or the Licensed Materials. In addition, you won’t, and won’t attempt to, (i) interfere with, modify or disable any features, functionality or security controls of the Retail Confessions Services, Retail Confessions API, or Retail Confessions Firehose, (ii) defeat, avoid, bypass, remove, deactivate or otherwise circumvent any protection mechanisms for the Licensed Materials, or (iii) reverse engineer, decompile, disassemble or derive source code, underlying ideas, algorithms, structure or organizational form from the Retail Confessions Services, Retail Confessions API, or Retail Confessions Firehose.
Reporting Security Flaws and Unauthorized Access. You will immediately report to Retail Confessions any security flaws you discover in any of the Retail Confessions Services or the Licensed Materials. Retail Confessions reserves the right, in its sole discretion, to determine what constitutes a security flaw. You will also immediately report any actual or suspected unauthorized access to the Retail Confessions API or Retail Confessions Firehose using your credentials. Failure to report such flaws or unauthorized accesses, particularly prior to public disclosure, shall be considered a material breach of this Agreement. Be a good citizen: report suspected security issues to us before making them public. You can send security flaw reports here.
No Phishing, Malware, or Identity Theft. You will not publish or link to malicious content intended to damage, disrupt, compromise, or exploit a user’s browser, computer, mobile (or other) device, or Retail Confessions account or to compromise a user’s privacy in any manner. In addition, you won’t collect, or try to collect, a user’s Retail Confessions credentials, including but not limited to usernames or passwords.
No Spamming. You won’t use the Retail Confessions Services, Retail Confessions API, or Retail Confessions Firehose, and won’t create Licensee Applications, for the purpose of “spamming.” Retail Confessions reserves the right, in its sole discretion, to determine what actions constitute “spamming”. “Spamming,” includes, but isn’t limited to, posting numerous substantially identical pieces of Content, posting misleading or obfuscated links, and executing a large number of native Retail Confessions actions (e.g., posting, reblogging, liking, following) in an unnaturally short period of time.
Respect for Limitations. You will respect the letter and the spirit of the programmatic limitations of the Retail Confessions API and Retail Confessions Firehose and the restrictions of this Agreement in designing and implementing Licensee Applications. For example, you won’t work around any explicit Retail Confessions API or Retail Confessions Firehose limitation, even if such is possible by avoiding the use of the Retail Confessions API or Retail Confessions Firehose. Specifically prohibited actions include “page scraping”, which is the process of downloading and parsing whole Retail Confessions pages in order to build Licensee Applications with capabilities beyond those provided by the Retail Confessions API or Retail Confessions Firehose. In addition, you will comply with any limitations imposed by Retail Confessions on the frequency of access, calls, and use of the Retail Confessions API and Retail Confessions Firehose. We’ve put a tremendous amount of care into making Retail Confessions’ API functional and flexible enough for any projects you’ll throw at it, and while we add new features frequently, certain features and data are not yet available. We ask that you respect these limitations, as well as any rate limits that we may place on actions, which are designed to protect our systems.
No Content Modifications. Unless you are legally permitted to do so, you won’t use the Licensed Materials to make any modifications to any Content, other than to modify the formatting of such Content in order to display it in a manner appropriate for the pertinent Licensee Applications.
No Circumvention or Reverse Engineering; Maintenance of Proprietary Notices. You won’t, and won’t attempt to: (i) interfere with, modify or disable any features or functionality of the Retail Confessions Services, Retail Confessions API, or Retail Confessions Firehose including, without limitation, any mechanisms used to restrict or control the Retail Confessions Services, Retail Confessions API, or Retail Confessions Firehose such as anti-circumvention measures; (ii) translate, reverse engineer, decompile, disassemble or derive source code, underlying ideas, algorithms, structure or organizational form from the Retail Confessions Services or the Licensed Materials; (iii) defeat, avoid, bypass, remove, deactivate or otherwise circumvent any protection mechanisms for the Retail Confessions Services or the Licensed Materials; or (iv) remove or modify any proprietary notices, attribution or marks from or delivered as part of the Retail Confessions Services or the Licensed Materials.
Genuine Actions. You won’t create Licensee Applications with capabilities that do not reflect explicit, genuine expressions of user intent and permission. For example, Licensee Applications should not automatically follow blogs, should not like, reblog, or reply to Content without explicit user direction to do so, and should not post to the Retail Confessions Services on a user’s behalf without (i) a specific interaction informing a user that such user is making a post, and notifying the user where that post will go, and (ii) an explicit action by such user evincing permission for making the post (e.g., a Licensee Application should not automatically generate a post indicating that a user has signed up for it). In addition, a Licensee Application should not require a user to generate a post as a prerequisite to using the application or a feature of the application. Make sure any actions triggered on Retail Confessions are what your users expect and intend. Don’t automate user commands like following, liking, or reblogging. Don’t encourage insincere gestures, by for example, creating “follow trains”.
No Continuous Playback. You won’t use the Retail Confessions Services, the Retail Confessions API, or the Retail Confessions Firehose in a manner that enables sequential, continuous and/or uninterrupted playback of any Content, including but not limited to video, audio, or images. For performance reasons, at this time we don’t allow apps that allow continuous playback of media without user input.
Indicating Use of the Retail Confessions Services and the Licensed Materials. In a prominent location in all Licensee Applications, you should, to the extent, reasonable based on the nature of the Licensee Application, indicate that the application has been created using the Retail Confessions Services and/or the Licensed Materials. You will comply with the Retail Confessions Trademark Guidelines when making that indication. Make sure to say somewhere in your application that you’re building an application using resources from Retail Confessions. For example, you could say “Powered by Retail Confessions”.
Use of Retail Confessions Marks. You won’t, under any circumstances: (i) include in or use the Retail Confessions Marks, or any marks that are confusingly similar to or derivative of the Retail Confessions Marks (including without limitation, “Retail Confessions”, “Confessional”, “RC” and “RCLLC”) (“Confusing Marks”), as part of your trade name (registered or otherwise), logos, or other identifiers; (ii) include in or use the Retail Confessions Marks or any Confusing Marks as part of any names, domain names, logos, or other identifiers of Licensee Applications; or (iii) use the Retail Confessions Marks or Confusing Marks in a manner that creates or may create a sense of endorsement, sponsorship, or association with Retail Confessions, unless expressly permitted by Retail Confessions, in writing, to do so. All use of the Retail Confessions Marks, and any goodwill arising out of such use, shall inure to the benefit of Retail Confessions. You may freely state and disclose that you are using the Retail Confessions Services, Retail Confessions API, or Retail Confessions Firehose, as long as you adhere to all restrictions on the use of the Retail Confessions Marks stated in this Agreement, including those stated in the Retail Confessions Trademark Guidelines. You have a responsibility to make sure users know your app was not built or endorsed by Retail Confessions.
No Misleading Users. You may not, under any circumstances, whether within a Licensee Application or in materials discussing or concerning a Licensee Application, mislead, confuse or cause misapprehension or confusion among users as to the features, functionality, origin, capabilities, or other aspects of that Licensee Application, Retail Confessions, the Retail Confessions Services, or the Licensed Materials. You should not advertise or otherwise discuss your application in a way that confuses or misleads users about the application or about Retail Confessions.
Monitoring. Retail Confessions reserves the right to monitor your use of the Licensed Materials for any reason or no reason, including to ensure your compliance with the terms and conditions of this Agreement.
Reporting and Statistics. You will ensure that all Licensee Applications properly and accurately use all reporting functionality that is made available through aspects of the Retail Confessions API or Retail Confessions Firehose that are used by such Licensee Applications. When you register an application, or report other data to us, you’ll make an effort to ensure that that information is accurate.
Attribution. You agree to maintain proper attribution for all pieces of Content to (1) the Retail Confessions blog that posted such Content (the “Posting Blog”) and (2) the source of the Content, if such source was provided in the Licensed Materials (the “Source”). At no time will you falsely attribute Content. For the sake of clarity, this means that your Licensee Applications won’t display any Content without attribution to the Posting Blog and Source (if available), as delivered in the Licensed Materials. In addition, you and your Licensee Applications won’t modify or remove any proprietary notices, attribution or marks from the Licensed Materials. Attribution is really important for bloggers and content creators. You should make sure blog posts properly attribute both the posting blog and the origin source (when available).
Modifications. You acknowledge and agree that Retail Confessions may modify (including but not limited to updating) this Agreement, the Retail Confessions Services, the Licensed Materials, and the Retail Confessions Policies from time to time (a “Modification”). Except for modifications of the Retail Confessions Services, you will generally be notified about Modifications through notifications or posts on our Developer Website or through a form of direct communication from Retail Confessions to you, including but not limited to e-mail or notifications provided through the Retail Confessions Services. A Modification to this Agreement will become effective fourteen days after we have posted the Modification and provided you notification of the Modification. You otherwise acknowledge and agree that the Retail Confessions Services and the Licensed Materials may be modified at any time and without any notice to you. You will, within thirty (30) days from the date of first notice of any Modification(s) (or such shorter period of time specified in the notice of the Modification(s)) comply with such modification(s) by implementing and using the most current version of the Licensed Materials and making any changes to Licensee Applications that may be required as a result of such Modification(s). You acknowledge that a Modification may have an adverse effect on your Licensee Applications, including but not limited to changing the manner in which those Licensee Applications communicate with the Retail Confessions Services and display Content. Your sole recourse for such adverse effects is to terminate this Agreement pursuant to the Section titled “Termination”. Your continued access to or use of the Retail Confessions Services or any Licensed Materials following such thirty (30) day period shall constitute binding acceptance of the applicable Modification(s). Retail Confessions will attempt but is not obligated, to provide thirty (30) days’ notice of any Modification that is not backward compatible or that Retail Confessions reasonably believes will remove or materially alter the significant functionality of the Retail Confessions API. We often have to modify our services and APIs, and also may have to modify this agreement, so here we reserve that right. We’ll give you as much notice as we can, but you need to comply with the modifications within 30 days or your access to Retail Confessions and/or our APIs may be revoked.
Ownership. Retail Confessions and/or its users own and have all rights to everything except your application; you own and have all rights to your application excluding all of the other stuff.
Retail Confessions. Retail Confessions and its licensors, particularly its users, retain all worldwide right, title, and interest in and to the Licensed Materials, including all worldwide intellectual property rights therein. As between you and Retail Confessions, Retail Confessions owns all right, title and interest in and to the Retail Confessions Services, the Retail Confessions API, the Retail Confessions Firehose, the Retail Confessions Marks, any Retail Confessions-owned Content, and any derivative works or enhancements thereof, including but not limited to all worldwide intellectual property rights therein. You agree not to act in any manner inconsistent with such ownership. Any of Retail Confessions’ rights not expressly granted under this Agreement are withheld. You agree that you will not challenge Retail Confessions’ ownership of the Retail Confessions Services, the Retail Confessions API, the Retail Confessions Firehose, the Retail Confessions Marks, or any Retail Confessions-owned Content, challenge the validity of the licenses granted under this Agreement, or otherwise copy or exploit the Retail Confessions Services, the Retail Confessions API, the Retail Confessions Firehose, the Retail Confessions Marks, or any Retail Confessions-owned Content during or after the termination of this Agreement, except as expressly authorized under this Agreement. If you acquire any rights in the Retail Confessions Services, the Retail Confessions API, the Retail Confessions Firehose, the Retail Confessions Marks (or any confusingly similar marks), or any Retail Confessions-owned Content, by operation of law or otherwise, you will, at no expense to Retail Confessions, immediately effectuate an assignment of such rights to Retail Confessions.
Licensee. As between you and Retail Confessions, you retain all worldwide right, title, and interest in and to the Licensee Applications, excluding the Retail Confessions Services, the Licensed Materials, the Retail Confessions Marks, and any derivative works or enhancements thereof, including but not limited to all intellectual property rights therein.
Feedback. You may provide Retail Confessions with feedback or comments related to the Licensed Materials and/or your experience with and use thereof (“Feedback”). You agree that Retail Confessions and its designees and assigns shall be free to copy, modify, create derivative works of, publicly display, disclose, distribute, license, sublicense, incorporate, and otherwise use Feedback, including all derivative works thereto, for any and all purposes, commercial or otherwise, with no obligation of any kind to you.
Support. This Agreement does not entitle you to any support for the Licensed Materials unless you make separate arrangements with Retail Confessions. Any such support provided by Retail Confessions shall be subject to the terms of this Agreement as modified by a separate support agreement. You are solely responsible for providing all support and technical assistance to end users of your Licensee Applications. You acknowledge and agree that Retail Confessions has no obligation to provide support or technical assistance directly to your end users and you shall not represent to any of your end users that Retail Confessions are available to provide such support. We’ll do our best, but we can’t guarantee any support for you or your Licensee Applications. We also can’t support your users. You promise that you’ll do your best to support your own applications.
Creation of Content. If a Licensee Application allows a user to post Content (i.e., to generate material that will be hosted on the Retail Confessions Services): (i) the Licensee Application will acquire that user’s affirmative permission to post such Content, (ii) the Licensee Application will promptly provide such Content to the Retail Confessions Services; (iii) the Licensee Application will provide the user a prominent and clear disclosure detailing how you may use such Content separately from transmitting that Content to the Retail Confessions Services and seeking the necessary licenses for you to use that Content as disclosed; (iv) your use of Content must adhere to the restrictions set forth in the Section titled “Restrictions”; (v) you must provide the user prominent access via URL to the Retail Confessions Policies; and (vi) you may provide Retail Confessions with an application identifier that Retail Confessions may display in conjunction with the Content. If your application allows people to post to Retail Confessions, you need to: get their consent, be open with them about their rights and responsibilities regarding their content and actually provide that content to Retail Confessions.
Changes to Content. When you have been notified (for example, through the Retail Confessions API), you will, within twenty-four hours after such notification, honor any changes made on or related to Content (including, but not limited to, by modifying applicable Licensee Applications), including but not limited to: (i) deleting or removing Content that has been deleted or removed from the Retail Confessions Services; (ii) disabling access to Content on suspended or terminated blogs; (iii) modifying Content that has been modified on the Retail Confessions Services; and/or (iv) changing the sharing status, in your Licensee Applications, of Content that has had its sharing options modified (e.g., by removing from display any Content that has been placed behind a password protected blog). For Content received from the Retail Confessions Firehose, such changes must be reflected immediately. When content is changed on Retail Confessions, your application is required to reflect those changes.
Storage and Caching of Content. Under no circumstances will you or your Licensee Applications store or cache Content for longer than three (3) days; after three (3) days, you and/or your Licensee Applications will re-request any such Content. Notwithstanding the foregoing, storage and caching of Content received from the Retail Confessions Firehose will be governed by the terms and duration stated in the applicable MSA and in the absence of such terms, storage of such Content shall be governed by this clause. Notwithstanding the foregoing, storage and caching of Content received from the Retail Confessions Firehose will be governed by the terms and duration stated in the applicable MSA and in the absence of such terms, storage of such Content shall be governed by this clause. Apps are not allowed to cache content for more than three days.
Confidentiality. You may from time to time, gain access to proprietary information, technical data, trade secrets or know-how, including, but not limited to, source code, research, product plans, products, services, customers, customer lists, markets, software, developments, inventions, processes, formulas, technology, designs, drawings, engineering, hardware configuration information, marketing, finances, or other business information that is either marked as “confidential” or disclosed in such a manner that it would be reasonably apparent it should be treated confidentially (“Confidential Information”). You may use Confidential Information only to the extent necessary to exercise your rights under this Agreement. You may not disclose Confidential Information to a third party without the prior express consent of Retail Confessions, provided in writing or by email. You agree that you will protect Confidential Information from unauthorized use, access, or disclosure in the same manner that you would use to protect its own confidential and proprietary information of a similar nature and in any event with no less than a reasonable degree of care.
Term and Termination; Survival. This Agreement shall commence on the Effective Date and will remain in effect until terminated pursuant to this Section. Either party may terminate this Agreement at any time, for any reason, or for no reason including, but not limited to, if you violate any provision of this Agreement. Any termination of this Agreement shall also terminate the licenses granted hereunder. Upon termination of this Agreement for any reason, you will stop using, and either return to Retail Confessions, or destroy and remove from all computers, hard drives, networks, and other storage media, all copies of the Licensed Materials and any Confidential Information in your possession, and shall certify to Retail Confessions that such actions have occurred. The Sections titled “Restrictions”, “Ownership”, “Support”, “Confidentiality”, “Representations and Warranties”, “Indemnification”, “Disclaimer”, “Limitation of Liability”, and “Miscellaneous” shall survive termination of this Agreement.
Representations and Warranties. You represent and warrant that: (i) you have the necessary power and authority to enter into this Agreement, and that the performance of your obligations will not constitute a breach or otherwise violate any other Agreement or the rights of any third party arising therefrom; (ii) you will maintain, throughout the Term, all required rights and licenses related to the Licensee Applications and the Licensee Applications shall not infringe or otherwise violate any third-party rights, including but not limited to third party intellectual property rights; and (iii) your uses of the Licensed Materials do and shall comply with all applicable foreign, federal, state and local laws, rules, and regulations.
Indemnification. You will indemnify and hold Retail Confessions, its subsidiaries, affiliates, (i.e., any other persons or entities that directly or indirectly control, or are under common control with, or are directly or indirectly controlled by, Retail Confessions) officers, employees, and agents harmless from any and all claims, damages, losses, liabilities, actions, judgments, costs, and expenses brought by a third party arising out of or in connection with: (i) any act or omission by you in connection with your use of the Retail Confessions Services or the Licensed Materials; (ii) your use of the Retail Confessions Services or the Licensed Materials, including but not limited to other than as expressly allowed by this Agreement; (iii) your breach of this Agreement, including but not limited to your representations and warranties herein; or (iv) any Licensee Application.
Disclaimer. The Retail Confessions Services and the Licensed Materials are provided “as is” without warranty of any kind. Retail Confessions disclaims all warranties, whether express, implied or statutory, regarding the Licensed Materials and the Retail Confessions Services, including without limitation any and all implied warranties of merchantability, accuracy, results of use, reliability, fitness for a particular purpose, title, interference with quiet enjoyment, non-infringement of third-party rights and any warranties or conditions arising out of course of dealing or usage of trade. Further, Retail Confessions disclaims any warranty that your use of the Licensed Materials or the Retail Confessions Services will meet any or all of your requirements or that such use will be uninterrupted, error-free, virus-free, or secure. Some states do not allow the exclusion or limitation of implied warranties, so the above limitations and exclusions may not apply to you. These two items are especially important. Please make sure you understand them.
Limitation of Liability. In no event shall Retail Confessions be liable to you for any special, incidental, indirect, direct, exemplary, punitive, compensatory, or consequential damages (including loss of use, data, business or profits) arising out of or in connection with this Agreement, whether such liability arises from any claim based on contract, warranty, tort (including negligence), strict liability or otherwise, and whether or not Retail Confessions has been advised of the possibility of such loss or damage. Any claim arising our of or relating to this Agreement must be brought within one (1) year. In any case, Retail Confessions’ aggregate liability under this Agreement will not exceed fifty U.S. dollars (US$50.00). The foregoing limitations will survive and apply even if any limited remedy specified in this agreement is found to have failed of its essential purpose. Some states do not allow the exclusion or limitation of incidental or consequential damages, so the above limitations and exclusions may not apply to you.
Miscellaneous. This Agreement constitutes the entire agreement between the parties with respect to the subject matter of this Agreement and supersedes and merges all prior proposals, understandings, and contemporaneous communications, whether oral, written or electronic. If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable. Any modification of or changes to this Agreement must be in a writing duly authorized by an authorized representative of Retail Confessions or pursuant to the Section titled “Modifications”. You may not assign any of the rights or obligations granted under this Agreement, voluntarily or by operation of law (including without limitation in connection with a merger, acquisition, or sale of assets) except with the express written consent of Retail Confessions, and any attempted assignment in violation of this paragraph is void. Retail Confessions may assign, transfer or delegate any of its rights and obligations hereunder without notice or consent. No agency, partnership, joint venture, or employment relationship is created as a result of this Agreement and neither party has any authority of any kind to bind the other in any respect. This Agreement shall be governed by and construed in accordance with the laws of the State of Arizona, including its conflicts of law rules, and the United States of America. You agree that any dispute arising from or relating to the subject matter of this Agreement shall be governed by the exclusive jurisdiction and venue of the state and federal courts of Maricopa County, Arizona. You agree that any claim you may have arising out of or related to this Agreement and/or your use of the Licensed Materials must be filed within one year after such claim arose; otherwise, your claim is permanently barred. The section and paragraph headings in this Agreement, along with all provided annotations, are for convenience only and shall not affect the interpretation of this Agreement. The failure of Retail Confessions to enforce any part of this Agreement shall not constitute a waiver of its right to later enforce that or any other part of this Agreement. Waiver of compliance in any particular instance does not mean that Retail Confessions will waive compliance in the future. In order for any waiver of any covenant or right under this Agreement to be binding, such waiver must be memorialized in a writing duly authorized by Retail Confessions. Unless otherwise specified, all notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered or sent by certified or registered mail, return receipt requested; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; or the day after it is sent, if sent for next day delivery by recognized overnight delivery service. All notices to Retail Confessions shall be sent to legal@RetailConfessions.com. All notices to you shall be sent to the location or email address specified in your Retail Confessions API or Retail Confessions Firehose access registration information.