Last Updated: February 2, 2020
RFkeeper is a leading platform for retailers that provides real-time control & visibility into their supply chain – all the way from Source to Point of Sale, for both online and in-store operations. The Sites host content and information related to RFKeeper’s products, services and various activities.
We do not permit access to our Sites and use thereof for individuals who are under the age of 18 years old. Upon accessing any of our Sites, you may be required to declare whether you are at least 18 years old. However, if you are under the age of 18 and you have gained access to any of the Sites, you are prohibited from further accessing the Sites and using them.
1. ACCEPTANCE OF OUR TERMS
2. PERSONAL INFORMATION
3. YOUR CONTENT
RFKeeper may allow you to upload, post, publish and make available copyrightable materials such as literary works, text, images, photos, videos, strips and any other proprietary materials (the “User Generated Content”). Such User Generated Content shall remain at all times, and to the extent permitted by law, the respective property of its third party owner. You understand and agree that you are solely responsible for any of your User Generated Content and the consequences of posting or publishing such material on the Sites in any way. You represent and warrant that you are the rightful owner of the User Generated Content you upload, or, that you have (and will continue to have) all the necessary licenses, rights, consents, and permissions from the rightful owners of such User Generated Content, which are required to use and to enable RFKeeper to use the User Generated Content you upload and that such User Generated Content does not infringe any third party’s copyright or other rights. You agree that you will not post or upload any User Generated Content containing content which is unlawful for you to possess, post or upload in the country in which you are resident, which is against any internal policies or regulations of the organization for which you may work, or which it would be unlawful for RFKeeper to use or possess in connection with the Sites. RFKeeper explicitly reserves the right to remove the User Generated Content without giving any prior notice, at its sole discretion. When you upload, post, publish or make available any User Generated Content or use such User Generated Content, you grant RFKeeper an irrevocable, perpetual, non-exclusive, royalty-free, transferable, assignable, sub-licensable and worldwide license, to use, reproduce, distribute, transmit, make derivative works of, display, copy, make available and perform that User Generated Content, along with your name, details, trade-marks, service-marks and logos, only in connection with the Sites, whether through the Internet, any mobile device or otherwise, in any media formats and through any media channels known today and developed in the future.
RFKeeper is not responsible for the content of any unaffiliated websites that may be linked to or from the Sites. These links are provided for your convenience only and you access them at your own risk. Any other website accessed from the Sites is independent from RFKeeper, and RFKeeper has no control over the content of that other website. In addition, a link to any other website does not imply that RFKeeper endorses or accepts any responsibility for the content or use of such other website. In no event shall any reference to any third party or third-party product or service be construed as an approval or endorsement by RFKeeper of that third party or of any product or service provided by a third party.
There are certain conducts which are strictly prohibited on the Sites. Please read the following restrictions carefully. Your failure to comply with the provisions set forth may result herein (at RFKeeper’s sole discretion) in the termination of your use and access to the Sites and may also expose you to civil and/or criminal liability.
You may not, whether by yourself or anyone on your behalf:(i) copy, modify, adapt, translate, reverse engineer, decompile, or disassemble any portion of the contents of and at the Sites, including without limitation any Java applets associated with the Sites, in any way or publicly display, perform, or distribute them (“RFKeeper Content”); (ii) make any use of the RFKeeper Content on any other website or networked computer environment for any purpose, or replicate or copy the RFKeeper Content without RFKeeper’s prior written consent; (iii) create a browser or border environment around RFKeeper Content (no frames or inline linking); (iv) interfere with or violate any other Sites visitor’s or user’s right to privacy or other rights, or harvest or collect personally identifiable information about visitors or users of the Sites without their express written consent, including using any robot, spider, site search or retrieval application, or other manual or automatic device or process to retrieve, index, or data-mine; (v) defame, abuse, harass, stalk, threaten, or otherwise violate the legal rights of others; (vi) transmit or otherwise make available in connection with the Sites any virus, worm, Trojan Horse, time bomb, web bug, spyware, or any other computer code, file, or program that may or is intended to damage or hijack the operation of any hardware, software, or telecommunications equipment, or any other actually or potentially harmful, disruptive, or invasive code or component; (vii) interfere with or disrupt the operation of the Sites, or the servers or networks that host the Sites or make the Sites available, or disobey any requirements, procedures, policies, or regulations of such servers or networks; (viii) sell, license, or exploit for any commercial purposes any use of or access to the RFKeeper Content or the Sites; (ix) frame or mirror any part of the Sites without RFKeeper’s prior express written authorization; (x) create a database by systematically downloading and storing all or any of the RFKeeper Content from the Sites; (xi) forward any data generated from the Sites without the prior written consent of RFKeeper; or (xii) transfer or assign your accounts data and password, even temporarily, to a third party; (xiii) use the Sites, post or communicate any information for any illegal, immoral or unauthorized purpose; (xiv) use the Sites for non-personal or commercial purposes without RFKeeper’s express prior written consent; or (xv) infringe or violate any of the Terms.
You must comply with all applicable laws, regulations, and industry standards in your personal or business conduct, and in the event that any person, entity, or government authority accuses you of any illegal or unethical conduct, Company shall have the right in its sole discretion to immediately suspend or terminate Your access and use of the Sites.
We care for your safety and well-being. If you believe a user or a third party acted inappropriately including, but not limited to, offensive, violent or sexually inappropriate behavior or content, please report immediately such person to the appropriate authorities and to us.
6. INTELLECTUAL PROPERTY
The Sites, RFKeeper’s products and services, the design, logos, graphics, images, as well as the selection, assembly and arrangement thereof, RFKeeper’s Content, RFKeeper’s proprietary software, algorithms and all intellectual property rights pertaining thereto, including inventions, patents and patent applications, trademarks, trade names, logos, copyrightable materials, graphics, text, photographs, designs (including the “look and feel” of the Sites and any part thereof), specifications, methods, processes, algorithms, data, technical information, technology, interactive features, source code and objects, files, interfaces, interface graphics and trade secrets, whether or not registered or registerable (collectively, “Intellectual Property”), are owned and/or licensed to RFKeeper and are subject to copyright and other applicable intellectual property rights under local law, foreign laws and international conventions. Unless expressly permitted in these Terms, you may not copy, distribute, display, publicly perform, make available to the public, disassemble, separate, modify, sublicense to, commercial use, sell, rent, lend, process, connect, perform “reverse-engineer”, combine with other software, translate, modify, or create derivative works of any material that is subject to RFKeeper’s proprietary rights, including RFKeeper’s Intellectual Property, either by yourself or by someone acting on your behalf, in any way or by an means.
All logos and other proprietary identifiers used by RFKeeper in connection with the Sites are all trademarks and/or trade names of RFKeeper, whether or not registered (“RFKeeper Trademarks”). All other trademarks, service marks, trade names and logos, which may appear on or with respect to the Sites belong to their respective owners (“Third Party Marks”). No right, license, or interest to RFKeeper Trademarks and/or to the Third Party Marks is granted hereunder, and you agree that no such right, license, or interest shall be asserted by you with respect to RFKeeper Trademarks or the Third Party Marks and therefore you will avoid using any of those marks, unless expressly permitted herein.
You are hereby prohibited from removing or deleting any and all copyright notices, restrictions and signs indicating proprietary rights of RFKeeper and/or its licensors, including copyright mark [©] or trademark [® or ™] contained in or accompanying the Sites, and you represent and warrant that you will abide by all applicable laws in this respect. You are further prohibited from using, diluting or staining any name, mark or logo that is identical, or confusingly similar to any of RFKeeper Trademark, whether registered or not. To avoid any doubt, the provisions of this Section 6, DO NOT apply to your User Generated Content.
7. RFKEEPER’S RIGHTS
RFKeeper reserves the right to modify or terminate and/or shut down the Sites, cease the offering of any services thereunder or refuse the provision of any such services for any reason, without notice at any time.
Verbal or written abuse of any kind (including threats of abuse or retribution) of any of RFKeeper’s customers, employees, members, or officers will result in immediate termination of your access and use of the Sites, services or any part thereof.
THE SITES AND ANY SERVICES OFFERED (IF ANY) ARE PROVIDED “AS-IS” AND “AS AVAILABLE” AND WE (AND OUR SUPPLIERS) EXPRESSLY DISCLAIM ANY WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING THE WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, ACCURACY, OR NON-INFRINGEMENT. WE (AND OUR SUPPLIERS) MAKE NO WARRANTY THAT THE SITES AND ANY SERVICES WILL (I) MEET YOUR REQUIREMENTS, (II) WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS; OR (III) WILL BE ACCURATE, RELIABLE, FREE OF DEFECTS, VIRUSES OR OTHER HARMFUL CODE, COMPLETE, LEGAL, OR SAFE. YOUR USE OF THE SITES AND ANY SERVICES IS ENTIRELY AT YOUR OWN RISK. THE DISCLAIMERS HEREIN MAY NOT BE VALID OR ENFORCEABLE IN CERTAIN JURISDICTIONS AND IN SUCH CASES, OUR WARRANTY SHALL BE EXTENDED TO THE MINIMUM EXTENT PERMITTED BY THE APPLICABLE LAW.
9. LIMITATION OF LIABILITY
IN NO EVENT, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE, SHALL WE, OUR SUPPLIERS, AFFILIATES AND SUBSIDIARIES OR ANY OF OUR AND THEIR DIRECTORS, OFFICERS, EMPLOYEES, OR AGENTS (COLLECTIVELY, THE “PROTECTED ENTITIES”) BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES ARISING FROM, OR DIRECTLY OR INDIRECTLY RELATED TO, THE USE OF, OR THE INABILITY TO USE, THE SITES OR ANY SERVICES OFFERED (IIF ANY), RFKEEPER CONTENT OR USER GENERATED CONTENT, LOST DATA, LOST BUSINESS OR LOST SALES, EVEN IF SUCH PROTECTED ENTITY HAS BEEN SPECIFICALLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ADDITION, IN NO EVENT SHALL PROTECTED ENTITIES’ AGGREGATE LIABILITY SHALL EXCEED US$100. WE WILL FURTHER NOT BE LIABLE OR RESPONSIBLE FOR ANY FAILURE TO PERFORM, OR DELAY IN PERFORMANCE OF, ANY OF OUR OBLIGATIONS UNDER THESE TERMS THAT IS CAUSED BY EVENTS OUTSIDE OUR REASONABLE CONTROL OR ANY OTHER ‘FORCE MAJEURE’ CIRCUMSTANTIATES UNDER APPLICABLE LAW. THE LIMITATIONS OF LIABILITY HEREIN MAY NOT BE VALID OR ENFORCABLE IN CERTAIN JURISDICTIONS AND IN SUCH CASES, THE PROTECTED ENTITIES’ LIABILITY SHALL BE EXTENDED TO THE MINIMUM EXTENT PERMITTED BY THE APPLICABLE LAW.
You agree to indemnify and hold Protected Entities harmless from any and all losses, damages, liabilities, claims, actions, judgments, awards, penalties, fines, costs and/or expenses (including reasonably attorneys’ fees) arising from or relating to any claim or demand made by any third party due to or arising out of (i) your use or misuse of the Sites, (ii) your User Generated Content, or (iii) your violation of these Terms, applicable laws or regulations or any third party rights. Protected Entities reserve the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify Protected Entities herein and you agree to cooperate with the defense of these claims. You agree not to settle any matter without the prior written consent of Protected Entities. Protected Entities will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it.
11. INFORMATION, QUESTIONS OR NOTIFICATION OF ERRORS