The entire content included in this site, including but not limited to text, graphics or code is copyrighted as a collective work under the United States and other copyright laws, and is the property of ShopMaxwell. The collective work includes works that are licensed to ShopMaxwell. Copyright 2017, ShopMaxwell – ALL RIGHTS RESERVED. Permission is granted to electronically copy and print hard copy portions of this site for the sole purpose of placing an order with ShopMaxwell or purchasing ShopMaxwell products. You may display and, subject to any expressly stated restrictions or limitations relating to specific material, download or print portions of the material from the different areas of the site solely for your own non-commercial use, or to place an order with ShopMaxwell or to purchase ShopMaxwell products. Any other use, including but not limited to the reproduction, distribution, display or transmission of the content of this site is strictly prohibited, unless authorized by ShopMaxwell. You further agree not to change or delete any proprietary notices from materials downloaded from the site.
All trademarks, service marks and trade names of ShopMaxwell. ShopMaxwell used in the site are trademarks or registered trademarks of ShopMaxwell.
This site and the materials and products on this site are provided “as is” and without warranties of any kind, whether express or implied. To the fullest extent permissible pursuant to applicable law, ShopMaxwell disclaims all warranties, express or implied, including, but not limited to, implied warranties of merchantability and fitness for a particular purpose and non-infringement. ShopMaxwell does not represent or warrant that the functions contained in the site will be uninterrupted or error-free, that the defects will be corrected, or that this site or the server that makes the site available are free of viruses or other harmful components. ShopMaxwell does not make any warrantees or representations regarding the use of the materials in this site in terms of their correctness, accuracy, adequacy, usefulness, timeliness, reliability or otherwise. Some states do not permit limitations or exclusions on warranties, so the above limitations may not apply to you.
Limitation of Liability
ShopMaxwell shall not be liable for any special or consequential damages that result from the use of, or the inability to use, the materials on this site or the performance of the products, even if ShopMaxwell has been advised of the possibility of such damages. Applicable law may not allow the limitation of exclusion of liability or incidental or consequential damages, so the above limitation or exclusion may not apply to you.
In the event that a ShopMaxwell product is mistakenly listed at an incorrect price, ShopMaxwell reserves the right to refuse or cancel any orders placed for product listed at the incorrect price. ShopMaxwell reserves the right to refuse or cancel any such orders whether or not the order has been confirmed and your credit card charged. If your credit card has already been charged for the purchase and your order is cancelled, ShopMaxwell shall issue a credit to your credit card account in the amount of the incorrect price.
These terms and conditions are applicable to you upon your accessing the site and/or completing the registration or shopping process. These terms and conditions, or any part of them, may be terminated by ShopMaxwell without notice at any time, for any reason. The provisions relating to Copyrights, Trademark, Disclaimer, Limitation of Liability, Indemnification and Miscellaneous, shall survive any termination.
ShopMaxwell may deliver notice to you by means of e-mail, a general notice on the site, or by other reliable method to the address you have provided to ShopMaxwell
Your use of this site shall be governed in all respects by the laws of the State of Utah, U.S.A., without regard to choice of law provisions, and not by the 1980 U.N. Convention on contracts for the international sale of goods. You agree that jurisdiction over and venue in any legal proceeding directly or indirectly arising out of or relating to this site (including but not limited to the purchase of ShopMaxwell products) shall be in the state or federal courts located in Salt Lake County, Utah. Any cause of action or claim you may have with respect to the site (including but not limited to the purchase of ShopMaxwell products) must be commenced within one (1) year after the claim or cause of action arises. [company_nam]hall not be construed as a waiver of any provision or right. Neither the course of conduct between the parties nor trade practice shall act to modify any of these terms and conditions. ShopMaxwell may assign its rights and duties under this Agreement to any party at any time without notice to you.
Use of Site
Harassment in any manner or form on the site, including via e-mail, chat, or by use of obscene or abusive language, is strictly forbidden. Impersonation of others, including a ShopMaxwell or other licensed employee, host, or representative, as well as other members or visitors on the site is prohibited. You may not upload to, distribute, or otherwise publish through the site any content which is libelous, defamatory, obscene, threatening, invasive of privacy or publicity rights, abusive, illegal, or otherwise objectionable which may constitute or encourage a criminal offense, violate the rights of any party or which may otherwise give rise to liability or violate any law. You may not upload commercial content on the site or use the site to solicit others to join or become members of any other commercial online service or other organization.
ShopMaxwell does not and cannot review all communications and materials posted to or created by users accessing the site, and is not in any manner responsible for the content of these communications and materials. You acknowledge that by providing you with the ability to view and distribute user-generated content on the site, ShopMaxwell, is merely acting as a passive conduit for such distribution and is not undertaking any obligation or liability relating to any contents or activities on the site. However, ShopMaxwell reserves the right to block or remove communications or materials that it determines to be (a) abusive, defamatory, or obscene, (b) fraudulent, deceptive, or misleading, (c) in violation of a copyright, trademark or; other intellectual property right of another or (d) offensive or otherwise unacceptable to ShopMaxwell in its sole discretion.
You agree to indemnify, defend, and hold harmless ShopMaxwell, its officers, directors, employees, agents, licensors and suppliers (collectively the “Service Providers”) from and against all losses, expenses, damages and costs, including reasonable attorneys’ fees, resulting from any violation of these terms and conditions or any activity related to your account (including negligent or wrongful conduct) by you or any other person accessing the site using your Internet account.
In an attempt to provide increased value to our visitors, ShopMaxwell may link to sites operated by third parties. However, even if the third party is affiliated with ShopMaxwell, ShopMaxwell has no control over these linked sites, all of which have separate privacy and data collection practices, independent of ShopMaxwell. These linked sites are only for your convenience and therefore you access them at your own risk. Nonetheless, ShopMaxwell seeks to protect the integrity of its web site and the links placed upon it and therefore requests any feedback on not only its own site, but for sites it links to as well (including if a specific link does not work).
IMPORTANT NOTICE: ShopMaxwell IS WILLING TO MAKE THE SERVICE AVAILABLE TO YOU ONLY IF YOU ACCEPT THE TERMS AND CONDITIONS IN THIS AGREEMENT.
This License Agreement (“Agreement”) is a legal agreement between ShopMaxwell, LLC, a Utah limited liability company (“ShopMaxwell”), and you, a legal entity for which an account was set up under which this Agreement was accessed (“End-user,” “you” or “your”).
If you wish to license the Service from ShopMaxwell, you must click on the “I accept the terms and conditions of this Agreement” button. By clicking the “I accept the terms and conditions of this Agreement” button you acknowledge: (a) that you have read and understood this Agreement; and (b) that this Agreement has the same force and effect as an agreement signed with original signatures. If you do not click on the “I accept the terms and conditions of this Agreement” button you will not be able to use the Service. You warrant that you have full authority to accept and perform this Agreement.
This Agreement includes a disclaimer of warranties, a disclaimer of liability, as well as a release and indemnification by you, in Sections 9, 10, 11. Please review those sections (and all other terms) carefully.
Service. ShopMaxwell is in the business of providing a Backoffice and Support Platform to businesses in the direct sales and social commerce industries. Subject to the terms and conditions of this Agreement and by virtue of the Master Agreement (defined below), during the Term, ShopMaxwell will provide End-user with the Service on a hosted basis. The “Service” means the ShopMaxwell Backoffice & Support Platform, a software as a service platform designed for direct sales and social commerce businesses to manage memberships, affiliates, and facilities utilizing cloud-based web and mobile applications to streamline contact management and billing solutions, together with any additional features or functionality developed by ShopMaxwell that augment or enhance such platform, including any updates thereto provided as part of the Service, and the documentation therefor. ShopMaxwell may update the content, functionality, and user interface of the Service from time to time in its sole discretion.
2.1. License Grant. Subject to the terms and conditions of this Agreement, ShopMaxwell grants End-user, during the Term of this Agreement, a non-exclusive, non-transferable and terminable license to use the Service solely for End-user’s internal business operations, provided such operations shall not include service bureau use, outsourcing, renting, or time-sharing the Service. End-user may access the Service either via (i) the domains that allow End-user and its permitted users to access the Service from the supported browsers including ShopMaxwell.com (the “Platform Website”) or (ii) a software application that may be downloaded through ShopMaxwell or through ShopMaxwell-approved software platforms or markets, from time to time, such as Apple’s App Store, and loaded onto a Device by End-user or any of its permitted users (the “ShopMaxwell Mobile Application”). “Device” means an iPhone, iPad, PDA, mobile or other hand-held devices on which the then-current ShopMaxwell Mobile Application is permitted to run. End-user acknowledges that a ShopMaxwell Mobile Application will not be usable unless and until the permitted user and applicable Device are registered as required by ShopMaxwell. The functionality of the Service may vary based on whether the Service is accessed via the Platform Website or via the ShopMaxwell Mobile Application.
2.3. Restrictions. End-user acknowledges and agrees that the rights granted to End-user hereunder are provided to End-user on the condition that End-user does not (and does not allow any third party to) copy, recreate, display, perform, reproduce, replicate, frame, mirror, publish, modify, create a derivative work of, reverse engineer, reverse assemble, disassemble, or decompile the Service or any part thereof or otherwise attempt to discover any source code, modify the Service in any manner or form, or use unauthorized modified versions of the Service, including (without limitation) for the purpose of building a similar or competitive product or service or for the purpose of obtaining unauthorized access to the Service, or merging the Service with any other software. End-user is expressly prohibited from sublicensing use of the Service to any third parties. Except as provided in this Agreement, the license granted to End-user does not convey any rights in the Service, express or implied, or ownership in the Service or any intellectual property rights thereto. Any rights not expressly granted herein are reserved by ShopMaxwell.
2.4. Permitted Users. End-user may designate an unlimited number of its employees as permitted users of the Service under End-user’s account, provided that the use of the Service by such users shall be solely for End-user’s internal business operations. End-user will ensure that any use of the Service by End-user’s employees is in accordance with the terms and conditions of this Agreement.
2.5. Maintenance. ShopMaxwell may conduct maintenance and upgrades, or issue new releases, which may cause the Service to be temporarily unavailable.
License from End-user. End-user hereby grants ShopMaxwell the non-exclusive, non-transferable (except in connection with an assignment under Section 12 herein) license to copy, store, host, record, transmit, maintain, display, view, print, or otherwise use any data, information, or other materials of any nature whatsoever, provided to ShopMaxwell by End-user in the course of implementing and/or using the Service (“End-user Data”) to the extent necessary to provide the Service to End-user. The foregoing license is sublicensable to ShopMaxwell’s subcontractors subject to a written agreement containing terms substantially similar to these. End-user agrees that the license to End-user Data shall survive the termination of this Agreement for six months, for the purposes of storing backup End-user Data at an offsite storage facility. ShopMaxwell may include End-user’s trade names, trademarks, service marks, logos, domain names, and other distinctive brand features in presentations (collectively, “End-user Marks”), marketing materials, and customer lists, subject to reasonable trademark practices and guidelines provided by End-user to ShopMaxwell in writing. Upon End-user’s request, ShopMaxwell will furnish End-user with a sample of such usage.
Terms of Service. End-user’s access to the Service is contingent upon End-user’s compliance with the following:
4.1. Accuracy of End-user’s Registration Information. End-user shall provide accurate, current and complete information (“Registration Data”) about End-user and its permitted users as required by ShopMaxwell for its provision of the Service. End-user further agrees to use commercially reasonable efforts to maintain and promptly update the Registration Data to keep it accurate, current and complete. End-user acknowledges and agrees that if End-user provides information that is intentionally inaccurate, not current or incomplete in a material way, or if ShopMaxwell has reasonable grounds to believe that such information is untrue, inaccurate, not current, or incomplete in a material way, ShopMaxwell has the right to suspend End-user’s account.
4.2. Email Notices. End-user agrees that ShopMaxwell may provide any and all notices, statements, and other communications to End-user through either e-mail at the email address provided as part of the Registration Data or by mail or express delivery service. Any notices from End-user to ShopMaxwell shall be delivered to info@ShopMaxwell.com
4.3. Passwords, Access, and Notification. End-user shall provide and assign unique passwords and user names to each permitted user. End-user will be responsible for the confidentiality and use of End-user’s and its users’ passwords and user names. ShopMaxwell may assume that any electronic communications it receives under End-user’s passwords, user name, and/or account number will have been sent by End-user. End-user agrees to immediately notify ShopMaxwell if End-user becomes aware of any loss or theft or unauthorized use of any of End-user’s passwords, user names, and/or account number. End-user further shall immediately notify ShopMaxwell if a user leaves the employment or service of End-user, and shall take such action as may be required to terminate such user’s access to the Service.
4.4. End-user’s Lawful Conduct. End-user is solely responsible for the content of any postings, data, or transmissions using the Service, or any other use of the Service by End-user. End-user shall comply with all applicable local, state, federal, and foreign laws, treaties, regulations, and conventions in connection with its use of the Service, including without limitation those related to privacy, electronic communications, and anti-spam legislation. End-user has and will maintain any permission from third parties that may be required in order to provide and make available any End-user Data for use as contemplated hereunder. End-user shall also comply with any written policies or procedures developed by ShopMaxwell from time to time, which shall be made available to End-user by ShopMaxwell, regarding the use of the Service, including without limitation any policies that govern what types of content may or may not be uploaded through the Service. End-user will not upload, post, reproduce or distribute any information, software or other material protected by copyright or any other intellectual property right (including rights of publicity and privacy) without first obtaining the permission of the owner of such rights.
4.5. Transmission of Data. End-user acknowledges and understands that electronic communications and data may be accessed by unauthorized parties when communicated across the Internet, network communications facilities, telephone, or other electronic means. End-user agrees that ShopMaxwell is not responsible for any End-user Data or Registration Data which is lost, altered, intercepted or stored without authorization during the transmission of any data whatsoever across networks not owned and/or operated by ShopMaxwell. To the extent deemed necessary by End-user, End-user shall implement security procedures necessary to limit access to the Service to End-user’s authorized users and shall maintain a procedure external to the Service for reconstruction of lost or altered files, data or programs. End-user is responsible for establishing designated points of contact to interface with ShopMaxwell.
4.6. Trademark Information. ShopMaxwell service marks, logos and product and service names are marks of ShopMaxwell (the “ShopMaxwell Marks”). End-user agrees not to display or use the ShopMaxwell Marks in any manner without ShopMaxwell’s express prior written permission.
Confidential Information. or purposes of this Agreement, confidential information shall include the terms of this Agreement and any proprietary or confidential information of either party (“Confidential Information”). ShopMaxwell’s Confidential Information shall include the Service and all of its content. Each party agrees: (a) to keep confidential all Confidential Information disclosed to it by the other party using no less than reasonable efforts; (b) not to use the Confidential Information of the other party except to the extent necessary to perform its obligations hereunder; and (c) to protect the confidentiality thereof in the same manner as it protects the confidentiality of similar information and data of its own (at all times exercising at least a reasonable degree of care in the protection of such Confidential Information). ShopMaxwell may disclose Confidential Information to its employees and contractors which have executed written agreements requiring them to maintain the confidentiality of such information in order to facilitate the performance of their services for ShopMaxwell in connection with the performance of this Agreement. Confidential Information shall not include information which: (1) is known publicly; (2) is generally known in the industry before disclosure; (3) has become known publicly, without fault of the recipient, subsequent to disclosure by the disclosing party; or (4) the recipient becomes aware of from a third party not bound by non-disclosure obligations to the disclosing party and with the lawful right to disclose such information to the recipient. This Section 5 will not be construed to prohibit the disclosure of Confidential Information to the extent that such disclosure is required by law or order of a court or other governmental authority. The parties agree to give the other party prompt notice of the receipt of any subpoena or other similar request for such disclosure.
Ownership of the Software. End-user agrees that ShopMaxwell shall retain ownership of all right, title and interest (including all copyrights, moral rights, trademarks, trade names, patents and other intellectual property rights) in and to the Service (including without limitation all of the ShopMaxwell software, documentation, updates, improvements, enhancements, derivative works and other such items (but excluding the End-user Data)), and in the software, hardware, other materials, processes, know-how and the like utilized by or created by ShopMaxwell in the provision of the Service, subject to the limited licenses granted to End-user hereunder during the term of this Agreement. End-user hereby assigns to ShopMaxwell any right, title or interest that End-user may acquire during the Term of this Agreement in and to the Service or the software, hardware, other materials, processes, know-how and other such intellectual property associated therewith. In addition, ShopMaxwell shall have a royalty-free, transferable, sublicensable, irrevocable, perpetual, nonexclusive license to use or incorporate in the Service any suggestion, enhancement, recommendations or other feedback provided by End-user or its users relating to the operation, features or functionality of the Service. ShopMaxwell agrees that End-user shall retain ownership of all right, title and interest in and to the End-user Data, subject to the limited licenses granted to ShopMaxwell hereunder during the Term of this Agreement and for the period thereafter specified above.
7.1. Term. The term of this Agreement shall be perpetual, except that either party may terminate this Agreement for any reason upon ninety (90) days written notice of termination to the other party (the “Term”). This Agreement shall terminate automatically upon the expiration or other termination of the Master Agreement.
7.2. Suspension for Ongoing Harm. In the event that ShopMaxwell believes that End-user’s or any of its users’ use of the Service is causing harm to ShopMaxwell or the Service, ShopMaxwell may immediately suspend End-user’s or such user’s access until the issue(s) are resolved. ShopMaxwell agrees to re-activate any suspended End-user account upon resolution of the issue that prompted suspension.
7.3. In the Event of Breach. Either party may terminate this Agreement at any time with written notice to the other party in the event of a breach of any material provision of this Agreement by the other party, provided that the breaching party fails to cure such breach within 14 days after receipt of written notice.
7.4. Effect of Termination.Upon termination or expiration of this Agreement, End-user’s right to use the Service shall immediately cease. Upon termination or expiration of this Agreement, each party shall promptly return or destroy the other party’s Confidential Information.
7.5. Release.End-user agrees that ShopMaxwell shall not be liable to End-user or to any third party for any termination of End-user access to the Service or deletion of End-user Data pursuant to this Section 7.
Modification to the Service. ShopMaxwell reserves the right at any time and from time to time to modify, temporarily or permanently, the Service or any component or feature thereof. End-user agrees that ShopMaxwell shall not be liable to End-user or to any third party for any modification of the Service as described in this Section 8.
Disclaimer of Warranties. ShopMaxwell DISCLAIMS ALL WARRANTIES AND CONDITIONS, EXPRESS AND IMPLIED, WITH RESPECT TO THE SERVICE AND THIS AGREEMENT, INCLUDING WITHOUT LIMITATION, THOSE OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, AND THOSE ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE AND TRADE USAGE. THE SERVICE IS PROVIDED TO END-USER ON AN “AS IS” AND “AS AVAILABLE” BASIS, AND IS FOR COMMERCIAL USE ONLY. ShopMaxwell DOES NOT REPRESENT THAT END-USER’S USE OF THE SERVICE WILL BE TIMELY, UNINTERRUPTED OR ERROR-FREE OR THAT THE SERVICE WILL MEET END-USER’S REQUIREMENTS OR THAT ALL ERRORS IN THE SERVICE AND/OR DOCUMENTATION WILL BE CORRECTED OR THAT THE SYSTEM THAT MAKES THE SERVICE AVAILABLE WILL BE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. END-USER ASSUMES ALL RESPONSIBILITY FOR DETERMINING WHETHER THE SERVICE IS ACCURATE OR SUFFICIENT FOR END-USER’S PURPOSES.
Limitations of Liability. END-USER ACKNOWLEDGES AND AGREES THAT THE CONSIDERATION WHICH ShopMaxwell IS CHARGING UNDER THE MASTER AGREEMENT DOES NOT INCLUDE CONSIDERATION FOR ASSUMPTION BY ShopMaxwell OF THE RISK OF END-USER’S INCIDENTAL OR CONSEQUENTIAL DAMAGES. IN NO EVENT SHALL ShopMaxwell BE LIABLE UNDER OR RELATING TO THIS AGREEMENT FOR INCIDENTAL, CONSEQUENTIAL, PUNITIVE, SPECIAL OR EXEMPLARY DAMAGES, OR INDIRECT DAMAGES OF ANY TYPE OR KIND (INCLUDING LOSS OF END-USER DATA, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE), ARISING FROM BREACH OF WARRANTY OR BREACH OF CONTRACT, OR NEGLIGENCE, OR ANY OTHER LEGAL CAUSE OF ACTION ARISING FROM OR IN CONNECTION WITH THIS AGREEMENT EVEN IF IT WAS ADVISED OF THE POSSIBILITY OF THE FOREGOING. The maximum liability of ShopMaxwell to End-user or any other any person, firm or corporation whatsoever arising out of or in the connection with any license, use or other employment of the Service or this Agreement, whether such liability arises from any claim based on breach or repudiation of contract, breach of warranty, tort, or otherwise, shall in no case exceed $500.00. The essential purpose of this provision is to limit the potential liability of the parties arising from this Agreement. The parties acknowledge that the limitations set forth in this Section are integral to the amount of consideration levied in connection with the license of the Service and that, were ShopMaxwell to assume any further liability other than as set forth herein, such consideration would of necessity be set substantially higher.
Indemnification. End-user shall indemnify, defend and hold ShopMaxwell harmless from and against any and all costs, losses, and expenses (including, but not limited to, reasonable attorneys’ fees) incurred by ShopMaxwell arising out of or in connection with any claim, suit, action, or proceeding brought by any third party against ShopMaxwell (i) alleging that the End-user Data, Registration Data or any End-user Marks, or any use thereof, infringes the intellectual property rights or other rights, or has caused harm to a third party, or (ii) arising out of End-user’s breach of this Agreement or misuse of the Service, provided that ShopMaxwell: (a) promptly provides End-user notice of the claim, suit, action, or proceeding (provided that the failure of the indemnified party to provide such notice shall not affect the indemnifying party’s obligations except to the extent such failure materially prejudices the indemnifying party); (b) gives End-user the right to assume sole control of the defense and related settlement negotiations if End-user gives notice to ShopMaxwell of its intention to do so within thirty (30) days after receipt of notice of the claim; and (c) provides End-user with all reasonably available information and assistance necessary to perform End-user’s obligations under this paragraph.
Miscellaneous. This Agreement shall inure to benefit and bind the parties hereto, their successors and assigns, but End-user may not assign this Agreement or the license without the written consent of ShopMaxwell. This Agreement does not create any joint venture, partnership, agency, or employment relationship between the parties, although ShopMaxwell reserves the right to name End-user as a user of the Service. This Agreement represent the entire agreement of the parties and supersede all prior and contemporaneous discussions and/or agreements between the parties and is intended to be the final expression of their Agreement. It shall not be modified or amended except in writing signed by both parties. This Agreement shall be governed in accordance with the laws of the State of Utah and any controlling U.S. federal law, without regard to conflict of law principles. Any disputes, actions, claims or causes of action arising out of or in connection with this Agreement (or the Service) shall be subject to the exclusive jurisdiction of the state and federal courts located in Salt Lake County, Utah. If any provision is held by a court of competent jurisdiction to be contrary to law, such provision shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect. Neither party shall be liable for any loss or delay resulting from any “Force Majeure Event,” which is defined as including, but not being limited to, acts of God, fire, natural disaster, terrorism, labor stoppage, war or military hostilities, criminal acts of third parties. Any payment date or delivery of Service date shall be extended to the extent of any delay resulting from any Force Majeure Event. Sections 2.2, 3 (for the term specified therein), 4.6, 5, 6, 7.4, 7.5, 9, 10, 11, and 12 shall survive the termination or expiration of this Agreement.