Terms of Use
This is your legal agreement ("License") with Blank Slate Factory, Inc. ("Blank Slate") about your use of ESellerAds ("ESellerAds”). Blank Slate can update and change this License by posting a new version without notice to you. You can find the most recent version of this License by visiting www.esellerads.com/terms.php. If you choose to use ESellerAds after such change, it means you agree to such changes.
BLANK SLATE IS WILLING TO LICENSE ESELLERADS TO YOU ONLY UPON THE CONDITION THAT YOU ACCEPT ALL THE TERMS CONTAINED IN THIS AGREEMENT. BY EMBEDDING OR USING ESELLERADS, YOU INDICATE THAT YOU HAVE READ AND UNDERSTAND THIS AGREEMENT AND ACCEPT ALL OF ITS TERMS WITHOUT LIMITATION. IF YOU DO NOT ACCEPT ALL THE TERMS OF THIS AGREEMENT YOU WILL NOT BE AUTHORIZED TO EMBED OR USE ESELLERADS. IF YOU AGREE TO THESE TERMS ON BEHALF OF A BUSINESS, YOU REPRESENT AND WARRANT THAT YOU HAVE AUTHORITY TO BIND THAT BUSINESS TO THIS AGREEMENT, AND YOUR AGREEMENT TO THESE TERMS WILL BE TREATED AS THE AGREEMENT OF THE BUSINESS. IN THAT EVENT, YOU AND YOUR REFER HEREIN TO THAT BUSINESS.
1. License
Subject to the terms of this Agreement, Blank Slate grants you a non-exclusive and non-transferable license to embed and display ESellerAds on the internet, including but not limited to on websites, blogs, and social networks. Blank Slate reserves all rights in ESellerAds not expressly granted to you in this Agreement. Except as expressly specified in this Agreement, you may not: (i) modify ESellerAds for any purpose; (ii) transfer, sublicense, lease, lend or rent ESellerAds to any third party; (iii) or use ESellerAds in any unlawful manner, for any unlawful purpose, or in any manner inconsistent with this Agreement.
2. Fees
ESellerAds is provided to you without charge. Blank Slate reserves the right to charge fees for ESellerAds in the future.
3. Proprietary Rights
You agree that Blank Slate, its affiliates and licensors own all right, title and interest in and to ESellerAds. This does NOT include content provided to us thru the Etsy API (http://developer.etsy.com), such as product photos, descriptions, prices and other information. For the Esty API Terms of Use see http://developer.etsy.com/Api_terms_of_use. You will not remove, delete or in any manner alter the copyright, trademark, and other proprietary rights notices or markings appearing on or incorporated in ESellerAds.
4. Usage Requirements
You agree to comply with all applicable laws, rules and regulations when using ESellerAds.
5. Representations and Warranties
You represent and warrant that: (i) you have all the rights, power and authority to engage in the activity contemplated by this Agreement; (ii) you will not embed or use ESellerAds in locations containing material which is unlawful, obscene, harmful, threatening, harassing, defamatory or hateful or that contains objects or symbols of hate, invades the privacy of any third party, violates any third party’s intellectual property rights, contains any pornography, erotica, child pornography or child erotica, is deceptive, threatening, abusive, inciting of unlawful action, defamatory, libelous, vulgar or violent or constitutes hate speech or is otherwise objectionable in the opinion of Blank Slate; and (iii) you are responsible for all activity related to or content provided in addition to ESellerAds, and Blank Slate disclaims any and all liability relating thereto.
6. Disclaimer
The software is licensed AS-IS. You bear the risk of using it. Blank Slate gives no express warranties, guarantees or conditions. You may have additional consumer rights under your local laws which this agreement cannot change. To the extent permitted under your local laws, Blank Slate excludes the implied warranties of merchantability, fitness for a particular purpose and non-infringement.
7. Term and Termination
This License continues until it is terminated by either party. You may terminate the License by discontinuing use of ESellerAds. This License terminates automatically if you violate any term of this License.
8. Indemnity
You agree to defend, indemnify and hold Blank Slate and its officers, directors, and employees harmless from and against any loss, liability, costs or expenses (including but not limited to reasonable attorneys fees) arising from or incurred as a result of: (i) any third party claims, to the extent that such claims relate to or are based on your breach of this Agreement; (ii) your embedding or use of ESellerAds; and (iii) any claim that any content used by you infringes any third partys intellectual property rights.
9. Limitations of Liability
IN NO EVENT WILL BLANK SLATE BE LIABLE TO YOU FOR ANY DIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF USE, DATA, BUSINESS OR PROFITS) OR FOR THE COST OF PROCURING SUBSTITUTE PRODUCTS ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE USE OR DISTRIBUTION OF ESELLERADS, WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED UPON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, AND WHETHER OR NOT BLANK SLATE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE. 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. IN ANY CASE, BLANK SLATES ENTIRE LIABILITY UNDER ANY PROVISION OF THIS AGREEMENT WILL NOT EXCEED THE AMOUNTS OF THE FEES THAT YOU PAID FOR ESELLERADS (IF ANY). SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.
10. General Provisions
This License constitutes the entire agreement between you and Blank Slate and governs your use of ESellerAds, superseding any prior agreements between you and Blank Slate with respect to ESellerAds. This License and the relationship between you and Blank Slate shall be governed by the laws of the State of New York without regard to its conflict of law provisions. You and Blank Slate agree to submit to the personal and exclusive jurisdiction of the courts located within the county of Kings, New York.
11. Contact Information
If you have any questions regarding this Agreement, you may contact Blank Slate at esellerads@esellerads.com.
