Terms of Service
Welcome to SHOPL, the website and online service of [SHOPL] (“SHOPL”, “we,” or “us”). This page explains the terms by which you may use our online and/or mobile services, website, and software provided on or in connection with the service (collectively the “Service”).
“Administrator” shall mean User who has authority to register or withdraw Employee to and from using the Service, designate Employee’s scope of use, manage schedule, and approve Employee’s requests.
“Clients” shall mean an entity who employs SHOPL’s Services for the operation of its business.
“Employees” shall mean Users who are not Administrator.
“Intellectual Property Rights” means all patent rights, copyright rights, mask work rights, moral rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights and other intellectual property rights as may now exist or hereafter come into existence, and all applications therefore and registrations, renewals and extensions thereof, under the laws of any state, country, territory or other jurisdiction.
“Users” shall mean all visitors, users, and others who access the Service, whether on behalf of a company or on their own individual behalf.
“User Contents” means contents posted by Users such as profile information, images, comments, questions, and other content or information, any such materials a User submits, posts, displays, or otherwise makes available on the Service.
All other terms not defined in this Section 1 shall have the meaning defined in relevant laws, regulation or any other definitions adopted throughout this Agreement.
2. Use of Our Service
|(b)||If you do not want to agree to this Agreement, you must not access or use our Service. By using our Service, you represent and warrant that you meet all of the eligibility requirements to form a binding contract in compliance with this Agreement and all applicable local, state, national, and international laws, rules and regulations.|
SHOPL will take necessary measures to make this Agreement available for print by its Users.
This Agreement shall be applicable as of the date when a User consents to this Agreement and continue until the date such User withdraws from SHOPL’s Services. Provided, however, any terms under this Agreement may remain effective after User’s withdrawal from our Service if becomes necessary.
|B.||Changes to this Agreement|
SHOPL reserves the right to make unilateral modifications to these terms, to the extent permitted by applicable laws, and will provide notice to Users of such changes by seven (7) days prior to the effective date the changes by presenting (i) the changes, (ii) reasons for making changes, (iii) effective date, and (iv) date by which the User shall deliver his or her intent not to consent to such changes on the first page of SHOPL’s website or mobile application.
Any new features that augment or enhance the current Service, including the release of new tools and resources, shall be subject to this Agreement. Your continued use of our Service following the posting of revised Agreement and failure to respond by the deadline set forth in (iv) of paragraph (a) above means that you accept and agree to the changes. If you do not want to agree to any changes to this Agreement, you must not access or use our Service.
|Any other terms not specifically provided in this Agreement shall be governed by applicable laws and regulations, and any other trade customs.|
|Subject to the terms and conditions of this Agreement, you are hereby granted a non-exclusive, limited, non-transferable, freely revocable license to use the Service solely as permitted by the features of the Service, which may vary by User. We reserve all rights not expressly granted herein in the Service. We may terminate this license or your access to the Service at any time for any reason or no reason.|
3. SHOPL Accounts
Your SHOPL account gives you access to the Service and functionality that we may establish and maintain from time to time and in our sole discretion. We may maintain different types of accounts for different types of Users.
The Agreement becomes effective when a person or entity who wishes to use the Service (“Applicant”) (i) consents to this Terms of Service, (ii) makes requests to use the Service, and (iii) SHOPL approves such request. Provided, however, only to the extent Client or the pre-existing Administrator has provided Applicant’s information to SHOPL, SHOPL will approve the request under this paragraph (b).
If you open a SHOPL account on behalf of a company, organization, or other entity, then (i) “you” includes you and that entity, and (ii) you represent and warrant that you are an authorized representative of the entity with the authority to bind the entity to this Agreement, and that you agree to this Agreement on the entity’s behalf. You acknowledge and agree that if you are opening a SHOPL account or otherwise using the Service as or on behalf of an employer company, organization or other entity, your employees who open employee accounts must and do separately agree to be bound by this Agreement.
SHOPL may reject or postpone its approval of any application if any of the following occurs:
If SHOPL finds an application falls under the scope of paragraphs (ii) through (vii) under (d) above after approval, SHOPL may terminate or suspend any Service under this Agreement.
You must keep this information up to date. If any of your application information provided to SHOPL has been changed, you shall modify the same in accordance with the method and guidelines provided by SHOPL.
|B.||Service Rules and Restrictions|
|You agree not to engage in any of the following prohibited activities:|
copying, distributing, or disclosing any part of the Service in any medium, including without limitation by any automated or non-automated “scraping”;
using any automated system, including without limitation “robots,” “spiders,” “offline readers,” etc., to access the Service in a manner that sends more request messages to the SHOPL servers than a human can reasonably produce in the same period of time by using a conventional on-line web browser;
uploading, posting, hosting, or transmitting spam, chain letters, SMSs or other unsolicited email or messages;
attempting to interfere with, compromise the system integrity or security or decipher any transmissions to or from the servers running the Service;
taking any action that imposes, or may impose at our sole discretion an unreasonable or disproportionately large load on our infrastructure;
uploading invalid data, viruses, worms, or other software agents or any code of a destructive nature through the Service;
collecting or harvesting any personally identifiable information, including account names, from the Service;
using the Service for any commercial solicitation purposes;
impersonating another person or otherwise misrepresenting your affiliation with a person or entity, conducting fraud, hiding or attempting to hide your identity;
interfering with the proper working of the Service;
accessing any content on the Service through any technology or means other than those provided or authorized by the Service;
bypassing the measures we may use to prevent or restrict access to the Service, including without limitation features that prevent or restrict use or copying of any content or enforce limitations on use of the Service or the content therein;
verbally, physically or other abuse (including threats of abuse or retribution) of any other User or any SHOPL customer, employee, member, or officer;
reproducing, duplicating, copying, selling, reselling or otherwise exploiting any portion of the Service, use of the Service, or access to the Service without the express written permission by SHOPL; or
modifying, adapting or hacking the Service or modifying another website so as to falsely imply that it is associated with the Service.
|By using the Service you represent and warrant that (i) you do not work for a competitor of SHOPL; and (ii) that you will not provide any information gained from your use of or access to SHOPL’s website, mobile application or any other Services to a competitor of SHOPL.|
Modifications to Services
We may change the Service; stop providing the Service or features of the Service, to you or to Users generally; or create usage limits for the Service by making announcements on our website or mobile application, or by providing each of our Users separate notice under Section 16B.
We may permanently or temporarily terminate or suspend your access to the Service without notice and liability for any reason, including, but not limited to the following:
Upon termination with or without cause, you shall continue to be bound by this Agreement.
For suspension or termination of the Service under paragraph (b) above, SHOPL will provide notice under Section 16B. Provided, however, if providing a prior notice is not feasible due to urgency of the matter (e.g. suspension due to reasons that cannot be controlled by SHOPL, such as errors in disc and system shutdown caused without fault of SHOPL), SHOPL may provide a notice after the fact.
4. User Content
Some areas of the Service allow Users to post or provide User Contents. We claim no ownership rights over User Content created by you. The User Content you create remains yours; however, by providing or sharing User Content through the Service, you agree to allow others to view, edit, and/or share your User Content in accordance with your settings and this Agreement. SHOPL has the right (but not the obligation) in its sole discretion to remove any User Content that is shared via the Service.
You agree not to post User Content that: (i) may create a risk of harm, loss, physical or mental injury, emotional distress, death, disability, disfigurement, or physical or mental illness to you, to any other person, or to any animal; (ii) may create a risk of any other loss or damage to any person or property; (iii) seeks to harm or exploit children by exposing them to inappropriate content, asking for personally identifiable details or otherwise; (iv) may constitute or contribute to a crime or tort; (v) contains any information or content that we deem to be unlawful, harmful, abusive, racially or ethnically offensive, defamatory, infringing, invasive of personal privacy or publicity rights, harassing, humiliating to other people (publicly or otherwise), libelous, threatening, profane, obscene, or otherwise objectionable; (vi) contains any information or content that is illegal (including, without limitation, the disclosure of insider information under securities law or of another party’s trade secrets); (vii) contains any information or content that you do not have a right to make available under any law or under contractual or fiduciary relationships; (viii) contains any information or content that you know is not correct and current or (ix) violates any company, employer or other applicable policy.
You agree that any User Content that you post does not and will not violate third-party rights of any kind, including without limitation any Intellectual Property Rights, rights of privacy or other rights of SHOPL or any third party.
SHOPL reserves the right, but is not obligated, to reject and/or remove any User Content that SHOPL believes, in its sole discretion, violates any of these provisions or is otherwise unlawful, offensive, threatening, libelous, defamatory, pornographic, obscene or otherwise objectionable.
|B.||User’s Representations and Warranties|
|In connection with your User Content, you affirm, represent and warrant the following:|
You have the written consent of each and every identifiable natural person in the User Content, if any, to use such person’s name or likeness in the manner contemplated by the Service and this Agreement, and each such person has released you from any liability that may arise in relation to such use.
If applicable, you have the consent and appropriate rights in the User Content to use your employer’s logos, trademarks, trade names or service marks in the manner contemplated by the Service or this Agreement.
You have obtained and are solely responsible for obtaining all consents as may be required by law to post any User Content relating to third parties.
Your User Content and SHOPL’s use thereof as contemplated by this Agreement and the Service will not violate any law or infringe any rights of any third party, including but not limited to any Intellectual Property Rights and privacy rights.
|To the best of your knowledge, all your User Content and other information that you provide to us is truthful and accurate.|
|C.||SHOPL’s Representations and Warranties|
|SHOPL takes no responsibility and assumes no liability for any User Content that you or any other User or third party posts, sends, or otherwise makes available over the Service. You shall be solely responsible for your User Content and the consequences of posting, publishing it, sharing it, or otherwise making it available on the Service, and you agree that we are only acting as a passive conduit for your online distribution and publication of your User Content. You understand and agree that you may be exposed to User Content that is inaccurate, objectionable, inappropriate for children, or otherwise unsuited to your purpose, and you agree that SHOPL shall not be liable for any damages you allege to incur as a result of or relating to any User Content.|
5. Mobile Application
|We may make available software to access the Service via a mobile device (“Mobile Application”). To use the Mobile Application you must have a mobile device that is compatible with the Mobile Application. SHOPL does not warrant that the Mobile Application will be compatible with your mobile device. You may use mobile data in connection with the Mobile Application and may incur additional charges from your wireless provider for these Services. You agree that you are solely responsible for any such charges. You may not: (i) modify, disassemble, decompile or reverse engineer the Mobile Application; (ii) rent, lease, loan, resell, sublicense, distribute or otherwise transfer the Mobile Application to any third party or use the Mobile Application to provide time sharing or similar services for any third party; (iii) make any copies of the Mobile Application; (iv) remove, circumvent, disable, damage or otherwise interfere with security-related features of the Mobile Application, features that prevent or restrict use or copying of any content accessible through the Mobile Application, or features that enforce limitations on use of the Mobile Application; or (v) delete the copyright and other proprietary rights notices on the Mobile Application. You acknowledge that SHOPL may from time to time issue upgraded versions of the Mobile Application, and may automatically and electronically upgrade the version of the Mobile Application that you are using on your mobile device. You consent to such automatic upgrades on your mobile device, and agree that the terms and conditions of this Agreement will apply to all such upgrades. Any third-party code that may be incorporated in the Mobile Application is covered by the applicable open source or third-party license EULA, if any, authorizing use of such code. The foregoing license grant is not a sale of the Mobile Application or any copy thereof, and SHOPL or its third-party partners or suppliers retain all right, title, and interest in the Mobile Application (and any copy thereof). Any attempt by you to transfer any of the rights, duties or obligations hereunder, except as expressly provided for in this Agreement, is void. SHOPL reserves all rights unless otherwise expressly granted under this Agreement.|
|B.||Mobile Application Available at App Store|
|The following applies to any Mobile Application you acquire from the App Store (“App Store-Sourced Software”):|
|(a)||You acknowledge and agree that this Agreement is solely between you and SHOPL, not Apple, and that Apple has no responsibility for the App Store-Sourced Software or content thereof.|
Your use of the App Store-Sourced Software must comply with the App Store’s own terms and conditions.
You acknowledge that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the App Store-Sourced Software. In the event of any failure of the App Store-Sourced Software to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price for the App Store-Sourced Software to you; to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the App Store-Sourced Software, and any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be solely governed by this Agreement and any law applicable to SHOPL as provider of the software.
You acknowledge that Apple is not responsible for addressing any claims of you or any third party relating to the App Store-Sourced Software or your possession and/or use of the App Store-Sourced Software, including, but not limited to: (i) product liability claims; (ii) any claim that the App Store-Sourced Software fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation; and all such claims are governed solely by this Agreement and any law applicable to SHOPL as provider of the software.
You acknowledge that, in the event of any third-party claim that the App Store-Sourced Software or your possession and use of that App Store-Sourced Software infringes that third party’s Intellectual Property Rights, SHOPL, not Apple, will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim to the extent required by this Agreement.
You and SHOPL acknowledge and agree that Apple, and Apple’s subsidiaries, are third-party beneficiaries of this Agreement as relates to your license of the App Store-Sourced Software, and that, upon your acceptance of the terms and conditions of this Agreement, Apple will have the right (and will be deemed to have accepted the right) to enforce this Agreement as relates to your license of the App Store-Sourced Software against you as a third-party beneficiary thereof.
|C.||Mobile Application Available at Google Play Store|
|The following applies to any Mobile Application you acquire from the Google Play Store (“Google-Sourced Software”):|
you acknowledge that the Agreement is between you and SHOPL only, and not with Google, Inc. (“Google”);
your use of Google-Sourced Software must comply with Google’s then-current Google Play Store Terms of Service;
Google is only a provider of the Google Play Store where you obtained the Google-Sourced Software;
SHOPL, and not Google, is solely responsible for its Google-Sourced Software;
Google has no obligation or liability to you with respect to Google-Sourced Software or the Agreement; and
you acknowledge and agree that Google is a third-party beneficiary to the Agreement as it relates to SHOPL’s Google-Sourced Software.
6. Proprietary Rights
|Except for your User Content, the Service and all materials therein or transferred thereby, including, without limitation, software, images, text, graphics, illustrations, logos, patents, trademarks, service marks, copyrights, photographs, audio, videos, music, and User Content belonging to other Users (the “SHOPL Content”), and all Intellectual Property Rights related thereto, are the exclusive property of SHOPL and its licensors (including other Users who post User Content to the Service). Except as explicitly provided herein, nothing in this Agreement shall be deemed to create a license in or under any such Intellectual Property Rights, and you agree not to sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit or create derivative works from any SHOPL Content. Use of the SHOPL Content for any purpose not expressly permitted by this Agreement is strictly prohibited.|
You may choose to, or we may invite you to, submit comments or ideas about the Service, including without limitation about how to improve the Service or our products (“Ideas”). By submitting any Idea, you agree that your disclosure is gratuitous, unsolicited and without restriction and will not place SHOPL under any fiduciary or other obligation, and that we are free to use the Idea without any additional compensation to you, and/or to disclose the Idea on a non-confidential basis or otherwise to anyone. You further acknowledge that, by acceptance of your submission, SHOPL does not waive any rights to use similar or related ideas previously known to SHOPL, or developed by its employees, or obtained from sources other than you.
Notwithstanding any value attributed to such data by you or any third party, you understand and agree that any data, account history and account content residing on our servers, may be deleted, altered, moved or transferred at any time for any reason in our sole discretion, with or without notice and with no liability of any kind. SHOPL does not provide or guarantee, and expressly disclaims, any value, cash or otherwise, attributed to any data residing on our servers.
7. Cancellation and Termination
You may cancel your account at any time by withdrawing from the Services. Client or Administrator may suspend or delete an Employee’s account at any time. Once account is deleted, such Employee will no longer have any access to his or her User Content or other account information. SHOPL may suspend your usage of the Services or terminate this Agreement if SHOPL determines that it cannot maintain the performance of this Agreement for reasons that are attributable to you, such as your breach this Agreement or violation of any relevant laws or regulations.
8. Trademarks and Site Name Squatting
We reserve the right to reclaim site names or subdomains on behalf of businesses or individuals that hold legal claim or trademark on those names, or otherwise have an interest in such names. Accounts using business names and/or logos that we determine, in our sole discretion, mislead or could mislead others will be subject to suspension at our discretion. You may not engage in site name squatting. Accounts that are inactive for more than ninety (90) days may be removed at SHOPL’s discretion and without further notice.
|SHOPL utilizes physical, managerial, and technical safeguards to preserve the integrity and security of your personal information and implement your privacy settings. However, we cannot guarantee that unauthorized third parties will never be able to defeat our security measures or use your personal information for improper purposes. You acknowledge that you provide your personal information at your own risk.|
|B.||ID and Password|
You may never use another User’s account without permission. You are solely responsible for the activity that occurs on your account, and you must keep your account password secure. We encourage you to use “strong” passwords (passwords that use a combination of upper and lower case letters, numbers and symbols) with your account.
As SHOPL may require fees for certain services from time to time, you shall maintain your ID and Password at all times.
You shall be solely liable for any and all damages caused due to your misuse or negligence in maintaining the ID or Password; provided that SHOPL will be liable for damages arising out of system failure and other reasons attributable to SHOPL.
You shall not allow any third party to use your ID or Password; and if you become aware of theft or usage by any third party of your ID or Password, you shall immediately contact us and follow our instructions if applicable. SHOPL will not be liable for any losses caused by any unauthorized use of your account.
You may not change your ID without SHOPL’s prior written consent.
11. Disclosure of Information; Advertisement
12. Vendors and Contractors
SHOPL may use vendors, contractors or other third-party service provides to help provide the Service to you, and we may change our use of such vendors and contractors at our sole discretion and without notice to you.
13. Obligations; Warranties
You shall comply with applicable laws, terms contained in this Agreement, guidelines, announcements made through the Services, and other information provided by SHOPL, and shall not engage in any conducts that may impede SHOPL’s business.
You shall register accurate information as of today, and if there are any changes to the information registered, you shall update such information immediately.
14. Restriction; Objection
If you violate any of your obligations under this Agreement or obstructs normal operation of the Services, SHOPL may restrict your use of the Services.
|(b)||If SHOPL restricts your use as provided in the above paragraph, SHOPL will notify you of the following: |
If you wish to object to SHOPL’s restriction on your use of its Services, you shall deliver a formal objection letter stating your reasons for objection by mail, electronic mail, or similar methods by fourteen (14) days after receiving SHOPL’s notice of restriction.
SHOPL will respond to your objection letter by mail, electronic mail, or similar methods within fourteen (14) days after receiving your letter. However, if it is not feasible to respond by such deadline, SHOPL may notify you of the new schedule and reasons thereof.
If SHOPL deems your reasons for objection is reasonable, SHOPL may take necessary measures.
If SHOPL or you have breached this Agreement and caused damages to the other party, the breaching party shall be responsible to compensate such damages, unless such breach was caused without intent or negligence.
If SHOPL cannot provide Services due to natural disaster or any other causes that are beyond its reasonable control, SHOPL will not be liable for failure to provide Services.
SHOPL will not be liable for errors caused due to reasons attributable to you.
SHOPL will not be liable for damages that you may have suffered due to information or materials posted by another User. SHOPL will not be responsible for accuracy or credibility of any information, materials or facts posted by a User.
You are solely responsible for your interactions with other SHOPL Users. We reserve the right, but have no obligation, to monitor disputes between you and other Users. We shall have no liability for your interactions with other Users, or for any User’s action or inaction.
SHOPL shall not be liable to compensate any damages arising out of unauthorized disclosure of your information if such disclosure was made due to your failure to safely maintain your ID or Password.
If SHOPL suffers any damages due to your breach of this Agreement, you shall compensate any and all such damages to SHOPL. You shall indemnify, defend and hold harmless SHOPL from and against any and all costs, expenses or any other liabilities to third party arising out of your unlawful conduct or breach of this Agreement. If SHOPL is not fully indemnified, you shall compensate for any and all damages suffered by SHOPL.
|This Agreement, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by SHOPL without restriction. Any attempted transfer or assignment in violation hereof shall be null and void.|
|SHOPL may provide notifications, whether such notifications are required by law or are for marketing or other business related purposes, to you via email notice, text messages, or any other method as determined by SHOPL in its sole discretion. If SHOPL deems necessary, for notices to be delivered to large number of its Users, SHOPL may announce its notifications on its website or Mobile Application to replace individual notice to each of its Users.|
|C.||Entire Agreement; Severability|
|This Agreement, together with any amendments and any additional agreements you may enter into with SHOPL in connection with the Service, shall constitute the entire agreement between you and SHOPL concerning the Service. If any provision of this Agreement is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of this Agreement, which shall remain in full force and effect.|
|No waiver of any term of this Agreement shall be deemed a further or continuing waiver of such term or any other term, and SHOPL’s failure to assert any right or provision under this Agreement shall not constitute a waiver of such right or provision.|
Any dispute, controversy, or claim arising out of the Service between SHOPL and you, both parties shall engage in good faith discussion to resolve the dispute.
If such dispute cannot be resolved through discussions under paragraph (a) above, it shall be finally settled by arbitration in accordance with the International Arbitration Rules of the Korean Commercial Arbitration Board. The number of arbitrators shall be three. The seat, or legal place, of arbitral proceedings shall be Seoul, Korea, The language to be used in the arbitral proceedings shall be English.
|Please contact us at firstname.lastname@example.org with any questions regarding this Agreement.|
|G.||Last Revision Date: [March 3, 2020]|