Last Revised: August 30th, 2018
1. What's This?
2. Who is RedShelf?
The RedShelf Platform provides access to digital content (“Content”) to End Users (as defined in Section 3 below), either individually or through their educational institution (“Institution”, see section 3.2.b). The RedShelf Platform is offered by RedShelf, Inc., together with its officers, directors, employees, agents, subsidiaries and affiliates (“RedShelf”). RedShelf is a corporation under the laws of Delaware, with main offices in 500 North Dearborn Street, Suite 1200, Chicago, IL 60654.
3. Who are you?
3.1. End User - The RedShelf Platform is only available to eligible “End Users”, meeting the following conditions:
- • persons who have reached 18 years of age OR students who are attending an institution of secondary or post-secondary education, but who are at least 13 years old.
• persons who have not been previously suspended or removed from the RedShelf Platform;
END USER HEREBY REPRESENTS THAT HE/SHE MEETS THE ABOVE ELIGIBILITY REQUIREMENTS
3.2. Types of End Users - There are 2 categories of End Users: Individual End Users and Institutional End Users:
- a. “Individual End Users” are End Users who acquire access to the RedShelf Platform and its Content directly from RedShelf, either (i) by surfing to the www.redshelf.com website; (ii) through their institution’s Bookstore; or (iii) through RedShelf’s white-label website (“Branded Interface”) customized for their institution. Individual End Users also include (iv) organizational staff such as bookstore managers, course administrators, publisher’s representatives who access the RedShelf platform.
b. “Institutional End Users” are End Users who acquire access to Content on RedShelf’s Platform not through a direct transaction with RedShelf, but through their educational institution ("Institution") and its Inclusive Access program (“IA”). Institutional End Users may be students (“IA-Students”) as well as teachers, faculty and professors, instructors, assistants, lecturers… (“Faculty”) within the Institution.
The RedShelf Inclusive Access program (“IA”) enables schools and teachers to immediately, on the first day of class, provide (potentially) all students/faculty with all their selected/required digital course material for certain or all courses (“IA Courses”), whether or not fully integrated within the institution’s LMS, the cost of said course materials being (i) included in the IA-Student’s course fee / tuition; (ii) charged by the institution to the IA-Student; or (iii) charged directly from the student through an e-commerce integration with their institution’s LMS (Learning Management Systems like Canvas, Moodle, Blackboard, …).
Depending on the Institution’s IA setup, IA-Students are either (i) included in the IA Program with the possibility to ‘opt out’ for each IA-Course before a certain date (“Add/Drop date”) of such IA-Course (“Opt-out”); or (ii) they are only included upon their individual choice to participate in each IA-Course(s) before the Add/Drop date (“Opt-in”).
In case an IA-Student wants to participate in the IA Program for certain courses, but not for all of them, he/she can Opt-out or Opt-in from the IA Program for any specific IA-Course until the Add/Drop period for that IA course has ended. In case End User opts out, RedShelf will remove such End User from said IA-course. End User may have to opt out of other IA Courses as well.
3.3. Minor End Users
a. Under 13? – If End User is under 13 years of age, RedShelf invites End User to NOT use or access RedShelf at any time or in any manner. If RedShelf learns that personally-identifiable information of persons less than 13-years-of-age has been collected on or through RedShelf, then RedShelf will take the appropriate steps to delete this information. RedShelf invites the parent or legal guardian of a child under 13 who has become a RedShelf End User, to contact RedShelf at email@example.com to have that child’s account terminated and information deleted.
For Inclusive Access Students between 13 and 18, parental consent forms are collected by the students’ Institution.
c. Monitoring Tools – The following are some resources that may help parents and legal guardians in monitoring and limiting their children’s access to certain types of material on the internet. While RedShelf does not endorse any of these products, RedShelf provides information about them as a public service to our community.
- • "OnGuard Online," maintained by the Federal Trade Commission.
• The Child Safety Network
• Control Kids
• Cyber Sitter
• Net Nanny
4. RedShelf grants you a license - but it comes with strings attached!
4.2. Authorized Use - End User may use the RedShelf Platform to access, view, read and study original or appropriately licensed Content, to add personal highlights, bookmarks, notes and flashcards, to his or her personal copy of said Content, to share said annotated copy with another RedShelf user; and/or to download / make available offline, print, and have printed select digital Content for personal use.
5. Refund Policy
Pursuant to RedShelf’s Refund Policy, any purchases of eBooks are refundable within 14 days of the first day of access, or thirty (30) days after the purchase is made, whichever occurs first. However, no refund is possible if more than 10% of the product has been viewed and/or if any page(s) of the product has been printed.
Access Code / Courseware purchases are refundable within fourteen (14) days after the purchase is made.
For Inclusive Access Students, if the Add/Drop date for End User’s course has already passed, End User’s institution has been charged and might not be willing to give End User a full refund, if any.
6. Educational and Personal use only
6.1. End User hereby acknowledges he/she will use the RedShelf Platform for his/her personal and/or educational use only. This includes:
- a. End User will not use the RedShelf Platform for any commercial purpose, or use any information for profit or gain, either directly or indirectly;
b. End User will not rent, lease, loan, sell, resell, sub-license, distribute, transfer access to any third party, display nor otherwise transfer the license granted herein, or any Content or access thereto;
c. End User will not make unsolicited offers, advertisements, proposals, or send junk mail or spam to other End Users. This includes unsolicited advertising, promotional materials, or other solicitation material, bulk mailing of commercial advertising, chain mail, informational announcements, charity requests, and petitions for signatures,
d. End User will not impersonate any person or entity, falsely claim an affiliation with any person or entity, or access RedShelf Platform accounts of other End Users, forge another persons’ digital signature, misrepresent the source, identity, or Content of information transmitted via RedShelf, or perform any other similar fraudulent activity;
6.2. Your activity on RedShelf - End User is responsible for his/her own activity on and in connection with the RedShelf Platform, including End User’s posts, comments, feedback, sharings and reviews.
6.3. Your account - When using RedShelf, End User may be asked to provide a password. End User is solely responsible for maintaining the confidentiality of his/her account and password and for restricting access to his/her computer, and End User accepts responsibility for all activities that occur under his or her account or password. End User agrees that the information provided to RedShelf upon registration is true, accurate, current, and complete. End User also agrees to ensure that this information will be kept accurate and up-to-date at all times. If End User has reason to believe that his/her account is no longer secure (e.g., in the event of a loss, theft or unauthorized disclosure or use of such account ID, password, if applicable), End User agrees to immediately notify RedShelf. End User may be liable for the losses incurred by RedShelf or others due to any Unauthorized use of End User’s RedShelf account.
7. ANY and ALL content is copyrighted, and thus protected
7.1. RedShelf respects author and Content holder rights. RedShelf does not permit copyright infringing activities on the RedShelf Platform. This includes:
- a. End User will not delete the copyright or other proprietary rights notices on or associated with any Content available through RedShelf;
b. End User will not remove, circumvent, disable, damage or otherwise interfere with DRM and other security-related features that prevent or restrict use or copying, printing, or sharing of any Content, or that enforce limitations on the use of RedShelf or any Content available via RedShelf
c. End User will not forge headers or otherwise manipulate identifiers in order to disguise the origin of any Content transmitted through RedShelf;
d. End User will not use any robot, spider, scraper, or other automated means to access RedShelf for any purpose or bypass any measures RedShelf may use to prevent or restrict access to RedShelf;
e. When using Content in his/her own papers, assignments, assessments and any other work product, End User will duly reference to and cite such Content, and not plagiarize the work of any author, including faculty and other students.
7.2. Your own work/content is equally copyright-protected.
- a. End User may create content, including without limitation text (including assignments, assessments, comments, posts, feedback and reviews), photos, images, audio, video, code and any other materials (“User Content”). End User’s User Content stays End User’s property and RedShelf fully acknowledges End User’s Copyright to it.
b. Only for the limited purpose of enabling us to provide, improve, promote and protect the RedShelf Platform, End User grants RedShelf a non-exclusive, worldwide, perpetual, royalty-free, sublicensable, transferable right and license to use, host, store, reproduce, modify, communicate, publish, publicly display, and distribute User Content.
7.3. The same goes for any other End User’s work /content. Copyright of all End Users is equally protected, and End User agrees to fully respect other End Users’ Copyright as well.
7.4. Disclaimer - RedShelf disclaims any responsibility or liability for copyrighted materials posted on the RedShelf Platform or for any User Content submitted by End User or any third party. RedShelf does not regularly review posted User Content but does reserve the right (but not the obligation) to monitor and edit or remove any User Content submitted to the RedShelf Platform. End User is and shall remain solely responsible for the content of any User Content End User makes. RedShelf reminds End User that the Digital Millennium Copyright Act (the "DMCA") also criminalizes any activity that tries to circumvent measures that control access to copyrighted works (commonly known as “Digital Rights Management” or DRM), whether or not there is actual infringement of copyright itself.
7.5. Report copyright infringements - If you believe that your work has been copied in a manner that constitutes copyright infringement, please report it to us following the procedures mentioned in the Takedown Notice procedure below. RedShelf complies with the DMCA notice, dispute and takedown requirements and will respond to notices of alleged infringement that comply with the DMCA. In accordance with the DMCA, RedShelf will respond promptly to notices of alleged infringement that are reported to RedShelf’s Designated Copyright Agent, as mentioned in the DMCA Takedown Notice procedure (as described below). Please note that any End User for whom RedShelf receives three or more notices of alleged infringing activities that comply with DMCA takedown notices or similar copyright notices will be promptly terminated
Takedown Notice Procedure (or “Notices of Alleged Infringement” for Content made available on the Platform)
If you are a copyright owner, authorized to act on behalf of one, or authorized to act under any exclusive right under copyright, please report alleged copyright infringements taking place on or through our site by sending us a notice ("Notice") complying with the following requirements.
- Identify the copyrighted works that you claim have been infringed.
- Identify the material or link you claim is infringing (or the subject of infringing activity) and that access to which is to be disabled, including at a minimum, if applicable, the URL of the link shown on the site where such material may be found.
- Provide your mailing address, telephone number, and, if available, email address.
- Include both of the following statements in the body of the Notice:
“I hereby state that I have a good faith belief that the disputed use of the copyrighted material is not authorized by the copyright owner, its agent, or the law (e.g., as a fair use).”
“I hereby state that the information in this Notice is accurate and, under penalty of perjury, that I am the owner, or authorized to act on behalf of the owner, of the copyright or of an exclusive right under the copyright that is allegedly infringed.”
- Provide your full legal name and your electronic or physical signature.
- Deliver this Notice, with all items completed, to our Copyright Agent:
500 N. Dearborn St. Suite 1200, Chicago, IL – 60654
8. RedShelf’s IP is protected, too
8.1. RedShelf’s Platform is owned and operated by RedShelf. The visual interfaces, graphics, design, compilation, information, computer code (including source code and object code), products, services, trade name and all other elements on the RedShelf Platform (collectively “RedShelf IP”) are the exclusive property of RedShelf and are protected by applicable United States laws, international conventions, and all other relevant intellectual property and proprietary rights, and applicable laws. All trademarks, service marks, and trade names are proprietary to RedShelf and/or its affiliates and/or third-party licensors.
8.2. End User acknowledges he/she will respect RedShelf’s intellectual property rights. This includes:
- a. End User will not reverse engineer, decompile, disassemble, reverse compile or otherwise attempt to discover the source code of RedShelf or any part thereof, except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation;
b. End User will not sell, license, distribute, copy, publicly display, edit, modify, adapt, translate or create derivative works based upon the RedShelf Platform or any RedShelf Material or any part thereof, except: (i) as expressly authorized by RedShelf, or (ii) as, and only to the extent that, such activity is expressly permitted by applicable law notwithstanding this limitation;
9. You should – of course (!) – Use RedShelf responsibly
9.1. End user acknowledges that he/she will use the RedShelf Platform in a responsible manner, so as not to damage RedShelf’s operation, name or reputation, or that of any of RedShelf’s affiliates, partners, or publishers. This includes:
- a. End User will not post, upload or distribute marketing material, advertisements, spam, Content designed to aid search engine optimization, Content in HTML format with links or redirects, ISBNs pertaining to unrelated Content or other Content that in RedShelf’s sole opinion detracts from the RedShelf experience.
b. End User will not intentionally interfere with or damage operation of RedShelf or any user’s enjoyment of it, by any means, including uploading or otherwise disseminating viruses, keyloggers, adware, spyware, worms, timebombs, trojan horses or other malicious code or harmful programming;
c. End User will not interfere with or disrupt RedShelf or servers or networks connected to RedShelf, or disobey any requirements, procedures, policies or regulations of networks connected to RedShelf; and
d. End User will not introduce software or automated agents or scripts to the RedShelf Platform so as to produce multiple accounts generate automated searches, requests and queries, or to strip, scrape or mine data from the RedShelf Platform.
9.2. End User acknowledges that he/she will not use the RedShelf Platform to engage in any illegal activity or use the RedShelf Platform in any unlawful manner. This includes:
- a. End User will not use RedShelf for any illegal purpose, or in violation of any local, state, national, or international law, including, without limitation, laws governing intellectual property and other proprietary rights, and data protection and privacy.
b. End User will not defame, harass, abuse, threaten or defraud Users of RedShelf, or collect, or attempt to collect, personal information about Users or third parties without their consent;
c. End User will not post, upload, share or distribute any defamatory, libelous, or inaccurate User Comments or other Content that is unlawful or that a reasonable person could deem to be objectionable, offensive, indecent, pornographic, invasive of another’s privacy, harassing, threatening, embarrassing, distressing, vulgar, hateful, racially, ethnically or gender offensive, or otherwise inappropriate;
10. We strive for exellence, but really can't promise perfection
10.1. Services “as is” - RedShelf works hard every day to provide all our Users with the best possible service Content and experience. However, the RedShelf Platform may contain bugs, errors and other problems and End User accepts RedShelf’s Platform “as is” and on an “AS AVAILABLE” basis. This includes RedShelf cannot and do not guarantee (i) the continuous, uninterrupted or error-free operability of the RedShelf Platform; (ii) a certain minimum-speed for the RedShelf Platform to respond; (iii) the Content to be error-free, 100% accessible or complete.
10.2. Interruptions - RedShelf reserves the right to withdraw or suspend the RedShelf Platform, End User’s account, or his/her access to certain Content, (i) to address any security issues that may arise; (ii) for legal reasons, including copyright and other intellectual property infringement; (iii) to update the RedShelf Platform, changing its format, design, features, functionality. Any such interruptions of the RedShelf Platform or any part of it, will be as much as possible planned beforehand and End User will be timely notified. Unplanned outages, however, may occur from time to time and although RedShelf works hard to avoid, avert or resolve any interruptions of our services, RedShelf does not assume any liability to End User or any third party for any damages resulting from such interruptions.
10.3. Disclaimer - TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, REDSHELF, AND ITS AFFILIATES, PARTNERS, AND SUPPLIERS DISCLAIM ALL WARRANTIES, STATUTORY, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF PROPRIETARY RIGHTS. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY END USER FROM REDSHELF OR THROUGH REDSHELF WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN. END USER EXPRESSLY ACKNOWLEDGES THAT AS USED IN THIS SECTION 10, THE TERM REDSHELF INCLUDES REDSHELF’S OFFICERS, DIRECTORS, EMPLOYEES, SHAREHOLDERS, AGENTS, LICENCORS AND SUBCONTRACTORS. Some states do not allow this disclaimer of implied warranties, so the foregoing disclaimer may not apply to certain End Users. End User may have other legal rights which vary from state to state.
11.1. Prevention of Unauthorized Use - RedShelf reserves the right to exercise whatever lawful means it deems necessary to prevent unauthorized use of the RedShelf Platform, including, but not limited to, technological barriers, IP mapping, etc.
11.2. Remedies against Unauthorized Use - RedShelf may take the following measures and remedies to prevent, stop and sanction Unauthorized Use:
- a. Protective measures – In case RedShelf detects or learns that End User makes or has made, makes or has made possible any Unauthorized Use of the RedShelf Platform, or generally in case End User violates any of these Terms, RedShelf may, in its sole discretion: (i) terminate End User’s RedShelf account; (i) suspend End User’s use of the RedShelf Platform; (iii) remove and discard all or any part of End User’s account or User profile; (iv) remove any Content End User has purchased or been granted access to; (v) suspend or terminate End User’s access to any Content; (vi) directly contact End User’s Internet Service Provider (ISP) regarding such unauthorized use.
- b. Indemnification – End User agrees to indemnify and hold RedShelf, its affiliated companies, contractors, employees, agents and its third-party suppliers, licensors, and partners harmless from any claims, losses, damages, liabilities, including legal fees and expenses, arising out of End User’s Unauthorized Use of the RedShelf Platform, any violation by End User of these Terms, or any breach of the representations, warranties, and covenants made by End User herein. RedShelf reserves the right, at End User’s expense, to assume the exclusive defense and control of any matter for which End User is required to indemnify RedShelf, and End User agrees to cooperate with RedShelf’s defense of these claims. RedShelf will use reasonable efforts to notify End User of any such claim, action, or proceeding upon becoming aware of it.
- c. Law Enforcement – Any suspected fraudulent, abusive, unlawful or illegal activity may be referred to appropriate law enforcement authorities. These remedies are in addition to any other remedies RedShelf may have at law or in equity.
11.3. RedShelf will not be liable to End User or any third party for using one of the remedies stated in this Section 11.
12.1. Unsubscribe at any time - In case End User no longer wishes to use RedShelf and/or is dissatisfied with (i) RedShelf’s services, (ii) any term of these Terms, (iii) any policy or practice of RedShelf, or (iv) any Content or information distributed or transmitted through the RedShelf Platform, End User can at any point in time stop using RedShelf’s Platform, and unsubscribe from the RedShelf Platform by contacting firstname.lastname@example.org.
12.2. Continued access - Just like any other End User, Inclusive Access Students will continue to have access to their Content for the duration of their purchase (unless they choose to unsubscribe and close their account pursuant to Section 12.1).
- a. What if you leave your school? – In the event the IA-Student graduates or for any other reason is no longer enrolled in the Institution through which he/she was provided access to Educational Content on the RedShelf Platform, such IA-Student will have continued access on the generic RedShelf website (www.redshelf.com) using his/her (previous) institutional email address. Such End User will continue as an Individual End User.
b. What if your school leaves RedShelf (or vice versa)? – In the event the Campus Services Agreement between RedShelf and the Institution (through which an End User was provided access to educational Content on the RedShelf Platform), is terminated, such IA-Student will have continued access on the generic RedShelf website (www.redshelf.com) using his/her previous institutional email address. Such End User will continue as an Individual End User.
12.3. Final notice - Prior to proceeding with the un-subscription of an End User’s account, RedShelf will notify such End User: (i) to inform End User that he/she will lose access to any Content (if applicable); (ii) to ask End User to confirm his/her request to unsubscribe; (iii) to ask the End User for feedback on our services and the reason for unsubscribing.
RedShelf will notify End User based on the email address RedShelf has on record.
For Inclusive Access Students, End User will, upon un-subscription, be additionally warned that: (i) un-subscription means the student is automatically opted-out for all IA-courses; (ii) that End User's information may be pulled back in through IA in the future; (iii) that un-subscription might not affect billing if student’s Institution has already been charged.
13. There are a few things we're not responsible for
13.1 We’re not responsible for the Content (it is not ours, you know) - RedShelf has no ownership nor control over the Content. End User acknowledges that RedShelf is not responsible for any Content, imagery, cover images, accuracy, usefulness, or intellectual property rights, or any other problem related to such Content. This includes:
- a. When using the RedShelf Platform, End User will have access and be exposed to Content (including but not limited to User Comments) from a variety of sources and publishers.
b. End User may be exposed to Content that is graphic, offensive, indecent, objectionable, or inaccurate, and End User hereby waives any legal or equitable rights or remedies End User has or may have against RedShelf with respect thereto.
c. RedShelf does not endorse any Content or any opinion, recommendation, or advice expressed therein.
d. RedShelf expressly disclaims any and all liability in connection with such Content.
e. If a User or Content holder notifies RedShelf of Content that allegedly does not conform to these Terms, RedShelf may investigate the allegation and determine in its sole discretion whether to remove the Content, which it reserves the right to do at any time and without notice.
f. The extent to which End Users are allowed and able to select and copy-paste Content, to make Content available offline, to print or to have printed select Content, may vary from time to time, as such settings and configurations depend on the Content holders’ requests (called “Digital Rights Management” or DRM). RedShelf is obliged to respect and enforce the Content holder’s DRM.
13.2. We’re not responsible for Reference Sites (not ours either) - As part of the fully integrated RedShelf experience, the RedShelf Platform may redirect End User to Publishers’ or Partners’ own websites or services, for access to their Digital Content that is not hosted by RedShelf. End User acknowledges that RedShelf is not in any way responsible for any Content, information, materials or products, nor any access, accessibility, service or customer experience issues End User may encounter on those third-party websites. In addition, End User’s correspondence or business dealings concerning those third party hosted Content are solely between End User and such third party.
13.3. RedShelf’s liability
- a. Limitation of Liability – UNDER NO CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE, WILLFUL MISCONDUCT OR STRICT LIABILITY, WILL REDSHELF OR ITS AFFILIATES, CONTRACTORS, EMPLOYEES, AGENTS, OR THIRD-PARTY PARTNERS, LICENCORS, OR SUPPLIERS BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, RELIANCE, OR EXEMPLARY DAMAGES (INCLUDING WITHOUT LIMITATION DAMAGES ARISING FROM ANY UNSUCCESSFUL TEST, EXAM OR GRADE OR ANY MISSED DEADLINE, ANY UNSUCCESSFUL COURT ACTION OR LEGAL DISPUTE, ANY LOSS OF DATA OR OTHER INTANGIBLE LOSSES RESULTING FROM UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA, OR ANY OTHER PECUNIARY OR NON-PECUNIARY LOSS OR DAMAGE OF ANY NATURE WHATSOEVER) ARISING OUT OF OR RELATING TO THESE TERMS OR THAT RESULT FROM END USER’S USE OR INABILITY TO USE THE MATERIALS AND CONTENT ON REDSHELF OR ANY REFERENCE SITES, OR ANY OTHER INTERACTIONS WITH REDSHELF, EVEN IF REDSHELF OR AN REDSHELF AUTHORIZED REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
b. Limitation of Damages – IN NO EVENT WILL THE TOTAL LIABILITY OF REDSHELF OR ITS AFFILIATES, CONTRACTORS, EMPLOYEES, AGENTS, OR THIRD-PARTY PARTNERS, LICENSORS, OR SUPPLIERS TO END USERS FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION ARISING OUT OF OR RELATING TO THESE TERMS OR PRIVACY NOTICE, END USER’S USE OF REDSHELF OR HIS/HER INTERACTION WITH OTHER REDSHELF USERS (WHETHER IN CONTRACT, TORT INCLUDING NEGLIGENCE, WARRANTY, OR OTHERWISE), EXCEED THE AMOUNT PAID BY END USER, IF ANY, FOR ACCESSING REDSHELF DURING THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE DATE OF THE CLAIM OR ONE HUNDRED DOLLARS, WHICHEVER IS GREATER.
c. Reference Sites – THESE LIMITATIONS OF LIABILITY ALSO APPLY WITH RESPECT TO DAMAGES INCURRED BY END USER BY REASON OF ANY PRODUCTS OR SERVICES SOLD OR PROVIDED ON ANY REFERENCE SITES OR OTHERWISE BY THIRD PARTIES OTHER THAN REDSHELF AND RECEIVED THROUGH REDSHELF OR RECEIVED THROUGH ANY REFERENCE SITES.
d. Basis of the Bargain – END USER ACKNOWLEDGES AND AGREES THAT REDSHELF HAS OFFERED ITS PRODUCTS AND SERVICES, SET ITS PRICES, AND ENTERED INTO THESE TERMS IN RELIANCE UPON THE WARRANTY DISCLAIMERS AND THE LIMITATIONS OF LIABILITY SET FORTH HEREIN, THAT THE WARRANTY DISCLAIMERS AND THE LIMITATIONS OF LIABILITY SET FORTH HEREIN REFLECT A REASONABLE AND FAIR ALLOCATION OF RISK BETWEEN END USER AND REDSHELF, AND THAT THE WARRANTY DISCLAIMERS AND THE LIMITATIONS OF LIABILITY SET FORTH HEREIN FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN END USER AND REDSHELF. REDSHELF WOULD NOT BE ABLE TO PROVIDE REDSHELF SERVICES TO END USER ON AN ECONOMICALLY REASONABLE BASIS WITHOUT THESE LIMITATIONS.
e. Limitations by Applicable Law – CERTAIN JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF END USER RESIDES IN SUCH A JURISDICTION, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO SUCH END USER, AND HE/SHE MAY HAVE ADDITIONAL RIGHTS. THE LIMITATIONS OR EXCLUSIONS OF WARRANTIES, REMEDIES OR LIABILITY CONTAINED IN THESE TERMS APPLY TO END USER TO THE FULLEST EXTENT SUCH LIMITATIONS OR EXCLUSIONS ARE PERMITTED UNDER THE LAWS OF THE JURISDICTION WHERE END USER IS LOCATED.
14. Resolving Disputes
- a. Let's Work Together to Resolve Any Issues – RedShelf values its relationship with every single End User and RedShelf wants to address any concerns without the need for litigation. Before filing a claim against us, End User agrees to try to resolve the dispute informally by contacting email@example.com. RedShelf may need information from End User to try to investigate or address End User’s concerns (such as screenshots of error screens, images showing the problem, or return of the product) and End User agrees to provide information necessary to investigate and address any issues that may arise.
b. Claims – END USER AND REDSHELF AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO USE OF REDSHELF MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.
c. Governing Law – These Terms will be governed by and construed in accordance with the laws of the State of Illinois, without giving effect to any principles of conflicts of law.
- d. Jurisdiction – End User agrees that any action at law or in equity arising out of or relating to these Terms or RedShelf will be filed only in the state or federal courts in and for Cook County, Illinois, and End User hereby consents and submits to the personal and exclusive jurisdiction of such courts for the purposes of litigating any such action.
15. Just a few more General Provisions
b. Waiver – The failure of RedShelf to exercise or enforce any right or provision of these Terms will not constitute a waiver of such right or provision. Any waiver of any provision of these Terms will be effective only if in writing and signed by RedShelf.
d. Assignment – These Terms, and any rights and licenses granted hereunder, may not be transferred or assigned by End User, but may be assigned by RedShelf without restriction. Any assignment attempted to be made in violation of these Terms shall be void.
e. Survival – Upon termination of these Terms, any provision which, by its nature or express Terms should survive, will survive such termination or expiration, including but not limited to any copyright and IP related provisions.
f. Headings – The heading references herein are for convenience purposes only, do not constitute a part of these Terms, and will not be deemed to limit or affect any of the provisions hereof.
g. Entire Agreement – These Terms are the entire agreement between End User and RedShelf relating to the subject matter herein and will not be modified except in writing, signed by both parties, or by a change to these Terms made by RedShelf as set forth in section h below.
h. Updates – These Terms were last updated on June 19, 2018. RedShelf reserves the right, at its sole discretion, to change, modify, add, or remove portions of these Terms at any time. End User will be notified of any such changes and invited to review and agree, and eventually required to accept them in order to continue to use the RedShelf Platform.