First of all...

The Shelf Planner Platform is designed to provide Retailers (and any Retailer authorised individuals) and Vendors or Commissaries a web-based order prediction engine for the management of goods and services (“Products”).

 

We use historical transactions and product information (your data) in combination with external sources and create real time order proposals for all products (Shelf Planner engine).

 

Your data is your own and we never sell, never distribute and never share this data with anyone.

 

Terms & Conditions are unfortunately a necessity, but please don’t hesitate to reach out to us if you have any questions or if you want to get a better understanding of how our platform works.

 

1. Access & Use of the Shelf Planner Platform

a. Shelf Planner Platform

The Shelf Planner Platform is designed to provide Retailers (and any Retailer authorised individuals) and Vendors or Commissaries a web-based order prediction engine for the management of goods and services (“Products”).

In addition, Retailers and Vendors can access various other features and services on the Shelf Platform that may be added by Shelf Planner from time to time.

 

b. Member Account, Password and Security

As part of the registration process, you may need to identify administrative username(s) and password(s) for your Shelf Planner User account(s). Users shall be responsible for all use of the Shelf Planner Platform under User account(s). You are responsible for maintaining the confidentiality of your password and account, if any, and are fully responsible for any and all activities that occur under your password or account. You agree to (a) immediately notify Shelf Planner of any unauthorised use of your password or account or any other breach of security, and (b) ensure that you exit from your account at the end of each session when accessing the Shelf Platform. Shelf Planner will not be liable for any loss or damage arising from your failure to comply with this Section.

c. Fees & Payment

You are subject to all payment terms, Fees, and Pricing set forth on an applicable Order Form and/or Order.

You agree to pay Shelf Planner the amount that is specified in an Order or Order Form or on Shelf Planner Platform, in accordance with the terms of such Order, Order Form, and these Terms.

If you do not initially register for a version of the Service that requires the payment of a fee, you will nonetheless be permitted to use all of the features of the Service for a period of thirty (30) days (“Free Trial Period”). NOTWITHSTANDING ANYTHING CONTAINED HEREIN, ANY SERVICE PROVIDED DURING THE FREE TRIAL PERIOD IS PROVIDED “AS-IS” WITHOUT ANY REPRESENTATIONS, WARRANTIES OR INDEMNITIES. Upon the expiration of the Free Trial Period, you will only be able to access and use those features of the Service the use of which does not require the payment of a Fee, unless you subsequently upgrade to a paid version of the Service.

d. Payment Information

In order to participate on the Shelf Planner Platform, you will be required to provide Shelf Planner a valid payment method and you Authorise Shelf Planner to automatically charge such payment method for all amounts due under these Terms, including any applicable fees, purchases, and late fees.

Any other non-electronic payment method not on our Service must be pre-approved via application and written communication with us at time of account creation. If the payment method we have on file for you at any time expires or otherwise becomes invalid, you agree to promptly provide to us with a substitute payment method. You represent and warrant to Shelf Planner that such information is true and that you are authorised to use the payment instrument.

e. Modifications to the Shelf Planner Platform

Shelf Planner reserves the right to modify or discontinue, temporarily or permanently, the Shelf Planner Platform (or any part thereof) with or without notice.

You agree that Shelf Planner will not be liable to you or to any third party for any modification, suspension or discontinuance of the Shelf Planner Platform.

f. General Practices Regarding Use & Storage

You acknowledge that Shelf Planner may establish general practices and limits concerning use of the Shelf Planner Platform, including without limitation the maximum period of time that data or other content will be retained by the Shelf Planner Platform and the maximum storage space that will be allotted on Shelf Planner’ servers on your behalf.

You agree that Shelf Planner has no responsibility or liability for the deletion or failure to store any data or other content maintained or uploaded by the Shelf Planner Platform.

You acknowledge that Shelf Planner reserves the right to terminate accounts that are inactive for an extended period of time.

You further acknowledge that Shelf Planner reserves the right to change these general practices and limits at any time, in its sole discretion, with or without notice.

g. Mobile Services

The Shelf Planner Platform includes certain services that are available via a mobile device, including (i) the ability to upload content to the Shelf Planner Platform via a mobile device, (ii) the ability to browse the Shelf Planner Platform from a mobile device and (iii) the ability to access certain features through an application downloaded and installed on a mobile device (collectively, the “Mobile Services”).

To the extent you access the Shelf Planner Platform through a mobile device, your wireless service carrier’s standard charges, data rates and other fees may apply. In addition, downloading, installing, or using certain Mobile Services may be prohibited or restricted by your carrier, and not all Mobile Services may work with all carriers or devices.

By using the Mobile Services, you agree that we may communicate with you regarding Shelf Planner and other entities by SMS, MMS, text message or other electronic means to your mobile device and that certain information about your usage of the Mobile Services may be communicated to us. In the event you change or deactivate your mobile telephone number, you agree to promptly update your Shelf Planner account information to ensure that your messages are not sent to the person that acquires your old number.

h. Relationship with Shelf Planner

If you are a Retailer or a Vendor, your relationship with Shelf Planner is limited to being an independent, third-party contractor, and not an employee, agent, joint venture or partner of Shelf Planner for any reason, and you act exclusively on your own behalf and for your own benefit, and not on behalf, or for the benefit of Shelf Planner.

Shelf Planner does not, and shall not be deemed to, direct or control you generally or in your performance under these Terms. You acknowledge and agree that you have complete discretion whether to list goods or services or otherwise engage in other business activities.

2. Intellectual Property Rights

a. License Grant, Usage Restrictions

Subject to the terms of this Agreement, Shelf Planner will provide you a limited, non-exclusive, non-transferable, non-sublicensable access to the Shelf Planner Platform for internal business purposes only. The technology and software underlying the Shelf Planner Platform or distributed in connection therewith are the property of Shelf Planner, our affiliates and our partners.

You will not, directly or indirectly: sell, assign, sublicense, reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Shelf Planner Platform or any software, documentation or data related to the Shelf Planner Platform (“Software”); modify, translate, or create derivative works based on the Shelf Planner Platform or any Software (except to the extent expressly permitted by Shelf Planner or authorised within the Shelf Planner Platform); use the Shelf Planner Platform or any Software for timesharing or service bureau purposes or otherwise for the benefit of a third; remove any proprietary notices or labels; or otherwise transfer any right in the Software.

Any rights not expressly granted herein are reserved by Shelf Planner.

b. Service Content & Trademarks

You acknowledge and agree that the Shelf Planner Platform may contain content or features (“Platform Content”) that are protected by copyright, patent, trademark, trade secret or other proprietary rights and laws. Except as expressly authorised by Shelf Planner, you agree not to modify, copy, frame, scrape, rent, lease, loan, sell, distribute or create derivative works based on the Shelf Planner Platform or the Platform Content, in whole or in part, except that the foregoing does not apply to your own User Content (as defined below) that you legally upload to the Shelf Planner Platform. In connection with your use of the Shelf Planner Platform you will not engage in or use any data mining, robots, scraping or similar data gathering or extraction methods. If you are blocked by Shelf Planner from accessing the Shelf Planner Platform (including by blocking your IP address), you agree not to implement any measures to circumvent such blocking (e.g., by masking your IP address or using a proxy IP address). Any use of the Shelf Planner Platform or the Platform Content other than as specifically authorised herein is strictly prohibited.

 

The Shelf Planner name and logos are trademarks and service marks of Shelf Planner (collectively the “Shelf Planner Trademarks”). You may not use any metatags or other “hidden text” utilising “Shelf Planner” or any other name, trademark, or product and service name of Shelf Planner without our prior written permission. In addition, the look and feel of our Service, including all page headers, custom graphics, button icons and scripts, is the service mark, trademark and/or trade dress of Shelf Planner and may not be copied, imitated or used, in whole or in part, without our prior written permission. Other Vendor, Retailer, company, product, and service names and logos used and displayed via the Shelf Planner Platform may be trademarks or service marks of their respective owners who may or may not endorse or be affiliated with or connected to Shelf Planner. Nothing in these Terms or the Shelf Planner Platform should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any of Shelf Planner Trademarks displayed on the Shelf Planner Platform, without our prior written permission in each instance. All goodwill generated from the use of Shelf Planner Trademarks will inure to our exclusive benefit. Reference to any products, services, processes or other information, by trademark, manufacturer, supplier, third-party vendor or otherwise does not constitute or imply our endorsement, sponsorship or recommendation.

c. Third Party Material

Under no circumstances will Shelf Planner be liable in any way for any content or materials of any third parties (including Users), including, but not limited to, for any errors or omissions in any content, or for any loss or damage of any kind incurred as a result of the use of any such content. You acknowledge that Shelf Planner does not pre-screen content, but that Shelf Planner and its designees will have the right (but not the obligation) in their sole discretion to refuse or remove any content that is available via the Shelf Planner Platform. Without limiting the foregoing, Shelf Planner and its designees will have the right to remove any content that violates these Terms or is deemed by Shelf Planner, in its sole discretion, to be otherwise objectionable. You agree that you must evaluate, and bear all risks associated with, the use of any content, including any reliance on the accuracy, completeness, or usefulness of such content.

d. User Content Transmitted Through the Shelf Planner Platform

With respect to the content, you upload or transmit through the Shelf Planner Platform or share with other Users or recipients, which may include, but is not limited to data, images, media, product descriptions, or other materials, (collectively, “User Content”), you represent and warrant that you own all right, title and interest in and to such User Content, including, without limitation, all copyrights and rights of publicity contained therein. For clarity, User Content does not include your Confidential Information. By uploading any User Content, you hereby grant and will grant Shelf Planner and its affiliated companies a nonexclusive, worldwide, royalty free, fully paid up, transferable, sublicensable, perpetual, irrevocable license to copy, display, upload, perform, distribute, store, modify and otherwise use your User Content in connection with the operation of the Shelf Planner Platform or the promotion, advertising or marketing thereof, in any form, medium or technology now known or later developed. Notwithstanding anything to the contrary, you agree that Shelf Planner is hereby granted the right to use (during and after the term hereof) all User Content submitted hereunder to train its algorithms internally through machine learning techniques for such purpose.

You acknowledge and agree that any questions, comments, suggestions, ideas, feedback or other information about the Shelf Planner Platform (“Submissions”), provided by you to Shelf Planner are non-confidential, and Shelf Planner will be entitled to the unrestricted use and dissemination of these Submissions for any purpose, commercial or otherwise, without acknowledgment or compensation to you.

You acknowledge and agree that Shelf Planner may preserve content and may also disclose content if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to: (a) comply with legal process, applicable laws or government requests; (b) enforce these Terms; (c) respond to claims that any content violates the rights of third parties; or (d) protect the rights, property, or personal safety of Shelf Planner, its users and the public. You understand that the technical processing and transmission of the Shelf Planner Platform, including your content, may involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices.

3. User Disputes

You agree that you are solely responsible for your interactions with any other user in connection with the Shelf Planner Platform and Shelf Planner will have no liability or responsibility with respect thereto. While we may help facilitate the resolution of disputes, Shelf Planner has no control over and does not guarantee (i) the existence, quality, safety, suitability, or legality of any Product listings, (ii) the truth or accuracy of any Product listing descriptions or other User Content, or (iii) the performance or conduct of any user or third party. Shelf Planner does not endorse any user, Product, Vendor, or Retailer. Shelf Planner reserves the right, but has no obligation, to become involved in any way with disputes between you and any other user of the Shelf Planner Platform.

4. Conditions of Use

a. User Content

You agree that you are solely responsible for your interactions with any other user in connection with the Shelf Planner Platform and Shelf Planner will have no liability or responsibility with respect thereto. While we may help facilitate the resolution of disputes, Shelf Planner has no control over and does not guarantee (i) the existence, quality, safety, suitability, or legality of any Product listings, (ii) the truth or accuracy of any Product listing descriptions or other User Content, or (iii) the performance or conduct of any user or third party. Shelf Planner does not endorse any user, Product, Vendor, or Retailer. Shelf Planner reserves the right, but has no obligation, to become involved in any way with disputes between you and any other user of the Shelf Planner Platform.

b. Commercial Use

Unless otherwise expressly authorized herein or in the Shelf Planner Platform, you agree not to display, distribute, license, perform, publish, reproduce, duplicate, copy, create derivative works from, modify, sell, resell, exploit, transfer or upload for any commercial purposes, any portion of the Shelf Planner Platform, use of the Shelf Planner Platform, or access to the Shelf Planner Platform.

5. Non Disclosure & Confidentiality

Shelf Planner and you acknowledge and agree that, as a result of their dealings with each other, each party will have access to and will be making use of each other’s Confidential Information, and that this Confidential Information is of special, proprietary and unique economic value to each party. For purposes of this Agreement, the term “Confidential Information” shall include, without limitation, any and all data, documents and information that reveals or pertains to a party’s Products, processes, technology, concepts, techniques, designs, computer programs, software, scientific or technical know-how, trade secrets, inventions, copyrights, methods, and any business plans, customer lists, financial, marketing, sales, cost, statistical and other business data or information pertaining to a party’s businesses and operations by which a party’s existing and/or future products, services, applications and methods of operation are developed, manufactured, conducted and operated, as well as the means and methods of marketing such products, services, applications and methods of operations, and financial data and information relating to such products, services, applications and methods of operation (collectively and as to individual components thereof, the “Confidential Information”).

 

Shelf Planner and you agree to take reasonable precaution to protect each other’s Confidential Information, keep it confidential, and not disclose or use the other party’s Confidential Information or to disclose it to third parties except in accordance with the terms and conditions set forth in this Agreement. Each party agrees that during the Term of this Agreement and for a period of five (5) calendar years after the expiration or termination of this Agreement, each party will not, without the written consent of the other party, or its successors, shareholders or permitted assigns, disclose any such Confidential Information to any person, firm, third party, corporation, or other entity for any purpose whatsoever, or use such Confidential Information for any purpose not required or permitted by this Agreement.

Shelf Planner and you acknowledge and agree that, as a result of their dealings with each other, each party will have access to and will be making use of each other’s Confidential Information, and that this Confidential Information is of special, proprietary and unique economic value to each party. For purposes of this Agreement, the term “Confidential Information” shall include, without limitation, any and all data, documents and information that reveals or pertains to a party’s Products, processes, technology, concepts, techniques, designs, computer programs, software, scientific or technical know-how, trade secrets, inventions, copyrights, methods, and any business plans, customer lists, financial, marketing, sales, cost, statistical and other business data or information pertaining to a party’s businesses and operations by which a party’s existing and/or future products, services, applications and methods of operation are developed, manufactured, conducted and operated, as well as the means and methods of marketing such products, services, applications and methods of operations, and financial data and information relating to such products, services, applications and methods of operation (collectively and as to individual components thereof, the “Confidential Information”).

 

Shelf Planner and you agree to take reasonable precaution to protect each other’s Confidential Information, keep it confidential, and not disclose or use the other party’s Confidential Information or to disclose it to third parties except in accordance with the terms and conditions set forth in this Agreement. Each party agrees that during the Term of this Agreement and for a period of five (5) calendar years after the expiration or termination of this Agreement, each party will not, without the written consent of the other party, or its successors, shareholders or permitted assigns, disclose any such Confidential Information to any person, firm, third party, corporation, or other entity for any purpose whatsoever, or use such Confidential Information for any purpose not required or permitted by this Agreement.

The term “Confidential Information” does not include information which (i) is already or becomes generally available to the general public other than as a result of a breach or impermissible disclosure by the receiving party or its representatives; (ii) was available to the receiving party on a non-confidential basis prior to its disclosure by the disclosing party or its representatives; (iii) becomes available to the receiving party on a non-confidential basis from a source other than the disclosing party or its representatives, provided that such disclosing source is not bound by any confidentiality covenants, restrictions or related agreements with the disclosing party or its representatives or otherwise prohibited from transmitting the information to the receiving party by a contractual, legal or fiduciary obligation; or (iv) the receiving party is required to disclose pursuant to a valid order or subpoena issued by a governmental body of competent jurisdiction; provided, however, if the receiving party is called upon at any time to disclose any Confidential Information (“Process”), the receiving party shall provide the other party prompt written notice of such Process so that the other party may seek an appropriate protective order or take whatever steps it deems necessary.