Last updated: September 23th, 2014
BY USING THE SERVICE IN ANY WAY, YOU ACKNOWLEDGE THAT YOU HAVE REVIEWED AND ACCEPT THIS AGREEMENT AND, IF YOU HAVE INDICATED THAT YOU ACT ON BEHALF OF AN ENTITY, ARE AUTHORISED TO ACT ON BEHALF OF SUCH ENTITY.
If You do not understand or wish to be bound by this Agreement, please do not use, access or register with the Service. NOTHING IN THIS AGREEMENT REMOVES OR SUPERSEDES YOUR RIGHTS AS A CONSUMER BASED ON APPLICABLE MANDATORY PROVISIONS OF LAW.
You can use the Service to setup Your own online marketplace (the “Marketplace”) subject to the terms and conditions of this Agreement and possible policies posted on the website of the Service at sharetribe.com. The Service will be hosted by Sharetribe in its own dedicated internet address (agreed separately with You).
1.2. Changes to the Service
The Service is based on the Sharetribe open source software platform and will be evolving as the platform gets updated. Sharetribe is entitled to change the Service or its part at any time. Sharetribe shall make its best efforts to inform you in advance of material changes adversarially affecting your use of the Service. If you do not wish to use the changed Service, you may terminate your use of the Service and this Agreement effective as of the date on which the changes would take effect by informing Sharetribe of such termination prior the date.
2 Marketplace Content and Information
Between the Parties and subject to the rights of the users of Your Marketplace, You retain the title and all right to all text, pictures and other content (the “Content”) You or the users of Your Marketplace create in or submit to the Service. You are solely responsible for the Content. You acknowledge that the content is controlled by you or other users who have created or submitted the Content, and they are not created, submitted or controlled by Sharetribe. Sharetribe is merely providing a platform enabling You to setup and operate the Marketplace and its Contents.You permit Sharetribe and other users to use the Content to provide the Service and otherwise in accordance with the nature of the Service.
The role of Sharetribe in respect to the Marketplace and Content is that of a hosting service provider pursuant to the Directive 2000/31/EC of the European Parliament and of the Council on Electronic Commerce. You agree that Sharetribe may disable Your Service or its part following Sharetribe’s receipt of a takedown notice or for any other reason.
3 Fees and Payment Terms
Sharetribe may charge You the mutually agreed fees for the use of the Service. If any fees are chargeable for the Service, they shall be charged from You monthly or at other mutually agreed intervals.
Unless and to the extent expressly indicated otherwise, listed fees and any amounts payable are net amounts exclusive of possibly applicable VAT, sales tax, or any other applicable taxes and charges imposed by any government entity in connection with Your use of the Service. You are liable for any any such taxes and charges.
If a payment is late from its due date, the Service Provider has a right to suspend the provision of the Service temporarily until the payment is made.
Sharetribe reserves the right to change pricing when needed. Sharetribe shall notify You of a change in the fees charged for the Service at least 60 days in advance and You should wish not to accept the change in fees, You can terminate this Agreement to end in accordance with Section 8.1 below.
4 Service Level Guarantee
Sharetribe will make all reasonable efforts to keep the Service available 24/7 with an uptime percentage as high as possible. If the service is available less than 95% of time during any calendar month, You are entitled to service credit (“Service Credit”) in the following amounts by requesting it from Sharetribe within 30 days from the end of the respective calendar month:
|Service Availability during the Calendar Month||Service Credit as % of the Monthly Fee|
Sharetribe will deduct the Service Credit from Your next invoice regarding monthly or annual fees charged the Service. Service Credits are not paid out as refunds or other such amounts.
The compensation affects only the monthly fee, not any transaction commissions or other forms of payments paid to the Service Provider.
When calculating the monthly availability an outage does not count if it is caused by any of the following:
This Section 4 does not apply to any Service offerings made available to You free of charge.
5 Intellectual Property Rights
5.1. The Service
Sharetribe or third parties own the title and intellectual property rights to the Service. The Service is either completely or partially based on the open source Sharetribe software available e.g., under GitHub https://github.com/sharetribe/sharetribe (the “OS Sharetribe Software”). The OS Sharetribe software is freely downloadable online and you may use it any way you want according to the license terms included in the code package. This Agreement does not govern the use of the OS Sharetribe Software. Sharetribe is in no way responsible for giving instructions or guidance for the use of the OS Sharetribe Software.
Between the Parties, subject to Sharetribe’s title and intellectual property rights in and to the Service, You own the title and rights to the Marketplace. You grant Sharetribe a sublicensable and transferable right and license to use, reproduce, modify, make available and distribute the Marketplace and Contents for the purposes of making available the Service.
You agree to indemnify, defend and hold Sharetribe, its affiliates, subsidiaries, directors, officers and employees (collectively “Indemnified Person(s)“) harmless from and against any and all third party claims and any related liability, loss, and expense (including damage awards, settlement amounts, and reasonable legal fees), brought against any Indemnified Person(s), arising out of, related to or which may arise from Your breach of the terms and conditions of this Agreement or in relation to the Marketplace or any business, activity or transactions carried out or performed on the Marketplace.
7 No Warranty, Limitation of Liability
Subject to Section 4 above, YOU AGREE THAT SERVICE IS PROVIDED “AS IS” AND YOUR SOLE RECOURSE IN THE EVENT YOUR ARE DISSATISFIED WITH THE SERVICE IS TO TERMINATE THIS AGREEMENT IN ACCORDANCE WITH SECTION 8 BELOW. SHARETRIBE MAKES NO WARRANTY, EXPRESS OR IMPLIED AND EXPRESSLY DISCLAIMS THE WARRANTIES OR CONDITIONS OF AVAILABILITY, CORRECTNESS, NON-INFRINGEMENT, MERCHANTABILITY, AND FITNESS FOR ANY PARTICULAR PURPOSE.
IN NO EVENT SHALL SHARETRIBE BE LIABLE FOR ANY CONSEQUENTIAL, SPECIAL, INDIRECT, EXEMPLARY, OR PUNITIVE DAMAGES WHETHER IN CONTRACT, TORT OR ANY OTHER LEGAL THEORY, EVEN IF SHARETRIBE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND SHARETRIBE’S AGGREGATE LIABILITY UNDER THIS AGREEMENT FOR ANY CLAIM IS LIMITED TO THE AGGREGATE AMOUNT PAID BY YOU AS MONTHLY FEES FOR THE SERVICE DURING PRECEDING THREE MONTH PERIOD. Without limiting the foregoing, Sharetribe shall not have any liability for any failure or delay resulting from any condition beyond the reasonable control of Sharetribe, including but not limited to: strikes or other labor conditions; fire, thunderstorms, incidents of severe weather and natural disasters; outages of power, network or network connections; failures, breaches, delays or nonperformance of cloud service providers or other suppliers used in connection with the Service.
The Agreement is valid until terminated by either party in accordance with the following:
(a) If You are using free version of the Service, You can terminate the Agreement at any time by informing Sharetribe of the termination or by ceasing to use the Service;
(b) if You have purchased subscription to the Service with monthly or annual fee, You can terminate the Agreement to end at the end of the then current subscription period by informing Sharetribe at least 3 days in advance; and if no such termination is made, then the subscription shall be deemed to be renewed for a period of corresponding length;
(c) Sharetribe can terminate the Agreement to end by providing You at least 30 days’ prior notice.
Upon termination, (i) the provision of Service to You shall cease immediately, (ii) Sharetribe may delete all Contents from the Service, observing, however that Sharetribe has a right, but no obligation, to retain the Materials or its part in order to enable You to reactivate the Service. Your payment obligations and Sections 2, 4, 5, 6 and 8 shall survive any termination or expiry of this Agreement.
If Sharetribe terminates this Agreement to end in the middle of a subscription period for which You have paid advance fees, or if You terminate this Agreement due to change(s) made unilaterally by Sharetribe in accordance with Sections 1 or 8.2, Sharetribe shall refund You any fees actually paid for the Service in respect of such calendar months during which You cannot use the Service due to the termination. Payment of refund shall be made upon Your request only and provided that You furnish Sharetribe with Your account number and other such information as is required to make the refund.
9 Other Provisions
Sharetribe may use general information (such as the name and/or logo) related to You and the Marketplace in its marketing of the Service pursuant to good business practises and reasonable guidelines submitted by You from time to time. You may present Yourself on the Marketplace and in public as user of the Service pursuant to good business practises and reasonable guidelines submitted by Shraretribe from time to time.
9.2 Amendments to this Agreement
Sharetribe may change the terms and conditions of this Agreement or the price list at any time by posting the changed information and documents at sharetribe.com and by striving to inform You of the change via email, at sharetribe.com or otherwise. However, if You are paying fees for the use of the Service, Sharetribe shall inform You of material adversarial changes to the terms and conditions of this Agreement at least 30 days in advance and should You not wish to continue the use of the Service under the amended Agreement, You can terminate this Agreement to end on the date on which the changes would take effect by informing Sharetribe of the termination before such date. By continuing to use the Service following such changes You agree to be bound by the amended Agreement. Any other modifications to this Agreement must be made in writing executed by both parties.
9.3 Entire Agreement
This Agreement (together with a possible separate written agreement referring to and incorporating these terms and conditions) constitutes the entire agreement between the Parties with respect to the subject matter hereof, and supersedes all proposals, oral or written, all previous negotiations, and all other communications between the parties with respect to the subject matter of the Agreement.
9.4 Independent Contractors
Nothing in this agreement shall be construed as creating a partnership, agency, joint venture or any legal entity between Sharetribe and You. Sharetribe is not acting as Your representative or agent with respect to the Service. The relationship between Sharetribe and You is one of independent contractors.
9.5 No Waiver
The failure to require performance of any provision shall not affect a party’s right to require performance at any time thereafter, nor shall a waiver of any breach or default of this Agreement constitute a waiver of any subsequent breach or default or a waiver of the provision itself.
If any provision of this Agreement is held unenforceable, then such provision will be modified to reflect the parties’ intention, and the remaining provisions of this Agreement will remain in full force and effect.
You may not assign this Agreement or any of Your rights and obligations hereunder to any third Party. Sharetribe may assign this Agreement and any of its rights and obligations under this Agreement to its affiliate or a third party at any time without notice.
9.8 Governing Law, Resolution of Disputes
This Agreement shall be governed by the laws of Finland, excluding its choice of laws provisions. Any dispute, controversy or claim arising out of or relating to this contract, or the breach, termination or validity thereof, shall be finally settled by arbitration in accordance with the Rules for Expedited Arbitration of the Finland Chamber of Commerce. The seat of arbitration shall be Helsinki, Finland. The language of the arbitration shall be English or other language agreed by the Parties.