Shelf Talker LLC Mobile App End User License Agreement

Interpretation and Definitions

Interpretation

The words of which the initial letter is capitalized have meanings defined under the following conditions. The following definitions shall have the same meaning regardless of whether they appear in singular or in plural.

Definitions

For the purposes of this Mobile App End User License Agreement:

"Account" means a unique account created for You to access our Service or parts of our Service.

"Agreement" (also referred to as "EULA") means this Mobile App End User License Agreement, to be used in conjunction with our Subscription Agreement, Privacy Policy and User Agreement, that form the entire agreement between You and the Company regarding the use of the Service.

"Brand Kit" refers to branding or copyrighted or trademarked content such as text, images, colors, fonts, or other information that can be posted, uploaded, linked to, or otherwise made available by You, regardless of the form of that content in connection to a business or entity of which You have authorization to use for the marketing materials creation objective of the Service.

"Company" (referred to as either "the Company", "We", "Us" or "Our" in this Agreement) refers to Shelf Talker LLC, a Michigan Limited Liability Company.

"Content" refers to content such as text, images, or other information that can be posted, uploaded, linked to or otherwise made available by You, regardless of the form of that content.

"Designs" refers to Content templates including text, images, or other information that are made available within the Service and can be edited, posted, uploaded, linked to, or otherwise made available by You, regardless of the form of that content.

"Mobile App" refers to the software program, named Shelf Talker, that is provided by the Company and designed to be downloaded, installed, and operated on handheld wireless communication devices such as smartphones or tablets and all the content, services, or features the user can access within the software application.

"Service" refers to the user's access to the content, services, or features within the mobile software application of the Shelf Talker Mobile App and the shelftalkerapp.com Website.

"Website" refers to the Shelf Talker App website, accessible from https://shelftalkerapp.com.

"You" means the individual accessing or using the Service, or the company, or other legal entity on behalf of which such individual is accessing or using the Service, as applicable.

Acknowledgment

This is the Agreement governing the use of this Service and the terms that operate between You and the Company. This Agreement sets out the rights and obligations of all users regarding the use of the Service.

Your access to and use of the Mobile App and Service is conditioned on Your acceptance of and compliance with this EULA. This Agreement applies to all visitors, users, and others who access or use the Service.

By accessing or using the Mobile App and Service, You agree to be bound by this Agreement. If You disagree with any part of the Agreement, then You may not access the Service.

You represent that You are over the age of 18. The Company does not permit those under 18 to use the Service.

Your access to and use of the Service is also conditioned on Your acceptance of and compliance with the Privacy Policy of the Company. Our Privacy Policy describes Our policies and procedures on the collection, use, and disclosure of Your personal information when You use the Service or the Website and tells You about Your privacy rights and how the law protects You. Please read Our Privacy Policy carefully before using Our Service.

Your access to and use of the Service is also conditioned on Your acceptance of and compliance with the User Agreement of the Company. Our User Agreement describes Our policies and procedures on the rules, user rights, obligations, and restrictions when You use the Service or the Website and tells You about Your usage rights and how the law protects You. Please read Our User Agreement carefully before using Our Service.

Your access to and use of the Service is also conditioned on Your acceptance of and compliance with the Subscription Agreement of the Company. Our Subscription Agreement describes Our policies, procedures, and terms regarding the different Subscription levels when You use the Service or the Website and tells You about Your privacy rights and how the law protects You. Please read Our Subscription Agreement carefully before using Our Service.

When checking the "accept box", You confirm You have read and are consenting to all terms of this Agreement. By continuing to use the Mobile App and Service You are agreeing to all terms of the most updated Agreement, even if You have not clicked an accepting box for the most recent version.

Grant of License

You are only granted a limited license to use the Mobile App. Subject to the terms and conditions of this Agreement, the Company hereby grants You a personal, limited, royalty-free, non-exclusive, non-transferable license to use the executable code version of the Mobile App solely as installed on Your mobile internet enabled device.

Provided that You have complied with, and that You continue to comply with, all of the provisions of this Agreement, You may use the Mobile App and Service only in ways as expressly authorized in this Agreement.

This license is under copyright to use the Service for the sole purpose of creating, printing, sharing, and displaying in-store marketing shelf talkers via methods and manners explained in this Agreement.

Reservation of Rights and Ownership, Third Party Content

The Company reserves all rights related to the Mobile App which are not expressly granted to You in this Agreement. The Mobile App is protected by copyright and other intellectual property laws and treaties. The Company owns all title in and to the Mobile App and website, including without limitation, all copyright and other intellectual property rights in the Mobile App. You shall not offer, loan, transfer, encumber, sell or otherwise dispose of the Mobile App or website to any third party without having received prior written authorization from the Company. If You do so, the transfer will be deemed void and formal legal action against You can be pursued by the Company.

Subject to the Company's ownership of the Shelf Talker App Design Template Library, You shall own all Designs that You create, share, and save along with any images, text or other trademarked and copyright Content within Your Brand Kit(s). You agree not to remove, conceal or otherwise modify any copyright, trademark or other proprietary notice or source identifier contained in or associated with the Mobile App.

The Company cannot and does not guarantee that You will forever have access to Your created, shared, and saved Designs or Brand Kit(s). If You cancel Your subscription, Your Designs and Brand Kit information will be deleted after 90 days, preceded by two emails, sent two weeks and one week, before the deletion, informing You of the pending deletion. The Company aims to retain and make available all Your Designs and Brand Kit information as long as Our terms or policies are met. The Company is not responsible for lost Designs or Brand Kit information.

The Company cannot and does not guarantee access to information or other content belonging to any third party which is accessible by You through the Mobile App, the website from which the Mobile App is being downloaded, or otherwise.

Scope of the Services

Shelf Talker provides software and related services for creating, organizing, sharing, exporting, and printing shelf talkers and related point-of-sale marketing materials. Shelf Talker is a software platform only. Shelf Talker does not act as a licensed alcohol retailer, wholesaler, importer, distributor, broker, or regulatory authority, and Shelf Talker does not provide legal advice.

Acceptable Use

Intended uses and things You can do within the Mobile App and Service:

1. You can create Designs by typing or importing text and uploading images, ensuring these Designs comply with Your local, state and federal laws and regulation is Your responsibility;
2. You can only upload and utilize copy or images for which You have legal rights to use;
3. You can save Designs up to the amount permitted within Your subscription plan;
4. You can organize Designs within Your Account through favoriting, naming, and creating a folder system;
5. You can share PDF images of Your saved Designs with anyone You choose;
6. You can share a link to Your Collection(s) with anyone You choose through a URL, QR code, the Collection Business Card feature, or other method;
7. You can invite anyone to join Your Team within the Mobile App up to the amount permitted within Your subscription plan and legal restrictions;
8. You can communicate and share Designs among Your Team Members, allowing other Team Members to view and/or edit designs shared amongst the Team;
9. You can share Your knowledge of, use of, or name and link to the Shelf Talker App to anyone You feel can also benefit from the marketing tool;
10. You can contact the Shelf Talker team if you have a concern or improvement idea regarding the Mobile App at support@shelftalkerapp.com;
11. You can enjoy using the current and updated features of the Shelf Talker App;
12. And You can be polite and respectful in Your interactions with other users.

The Shelf Talker App was created as a tool to improve marketing efficiency and staff time management, increase brand awareness and customer interaction, while aiming to reduce overall marketing costs and the need for external marketing agencies.

Restrictions or Limitations

Prohibited Content, uses and activities include, but is not limited to, any use of the Service in a manner that, in the Company's reasonable judgement, involves, facilitates, or attempts any of the following:

You agree that You will not

1. Copy the Mobile App, except as expressly permitted by this license;
2. Modify, translate, adapt or otherwise create derivative works or improvements, whether or not patentable, of the Mobile App;
3. Reverse engineer, disassemble, decompile, decode or otherwise attempt to derive or gain access to the source code of the Mobile App or any part thereof;
4. Remove, delete, alter, or abuse any trademarks or any copyright, trademark, patent or other intellectual property or proprietary rights notices from the Mobile App, including any copy thereof;
5. Rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available the Mobile App or any features or functionality of the Mobile App, to any third party for any reason, including by making the Mobile App available to business partners outside of the Teams Subscription setup;
6. Use, alter, or abuse any fragment of unauthorized trademarks or any copyright when building a Brand Kit within the Mobile App or while creating, printing, or displaying any shelf talker generated within the Mobile App;
7. Use the Service in a way that violates any local, state, or federal laws or concerns regarding alcohol or third party marketing restrictions, including but not limited to, local ABC (Alcoholic Beverage Control) laws and regulations, state-level Tied-House regulations, or federal TTB (Tax and Trade Bureau) laws;
8. Use the Mobile App or Service in any way that is unlawful or fraudulent, or has any unlawful or fraudulent purpose or effect;
9. Access, search, or create Accounts for the Service by any means other than Our publicly supported interfaces;
10. Create a shelf talker Design for the purpose of influencing, persuading, harming or attempting to influence, persuade, harm minors in any way;
11. Knowingly transmit any data, send or upload any material that contains viruses, trojan horses, worms, time-bombs, keystroke loggers, spyware, adware or any harmful programs or similar computer code designed to adversely affect the operation of any computer/mobile device software or hardware;
12. Breach or otherwise circumvent any security or authentication measures;
13. Use the Service to send unsolicited communications, spam or phishing emails;
14. Use the Service in any way for harassment, abuse, or other offensive behavior;
15. Manipulate the Mobile App so that You are able to have access to and use features not within your subscription plan.

By accepting this Agreement, You are expressing Your plan to refrain from these restricted activities while engaging with the Mobile App and Services in any way.

Actions Resulting from Non-Compliance

Engaging in any one or more of these prohibited activities or uses within the Mobile App may cause any one or more of the following actions:

1. A warning notice of the restricted action or use may or may not be emailed to You;
2. Your subscription to be suspended or terminated, either temporarily or permanently, with or without a warning notice;
3. The Company may temporarily or permanently remove any of Your uploaded Brand Kit Content or saved Designs from Your accessible Mobile App database into an internal Company database, with or without a warning notice;
4. For violations of the more serious restrictions, the Company reserves the right to bring further legal action against You;
5. The Company will disclose information to law enforcement authorities, as we reasonably feel is necessary or as required by law.

Payments

The Company reserves the right to adjust, increase, decrease, and remove, whether temporarily or permanently, the cost of a monthly or annual subscription for any plan level at any time. The Company reverses the right to reduce or waive the cost of any single subscriber of their choosing at any time.

When selecting a monthly payment method, You will be charged on the same day of the month that You originally subscribed, each consecutive month until You cancel Your subscription. When selecting an annual payment method, You will be charged on the same day of the original subscription in each consecutive year until You cancel Your subscription. If You switch to a different level plan or cancel Your subscription, payments will be prorated.

Payments in the app are processed through the Apple App Store for iOS users and the Google Play Store for Android users. For subscriptions purchased on the Shelf Talker website, payments are processed through Stripe.

Maintenance and Support

The Company may deploy changes, updates, or make enhancements to the Mobile App and Services at any time. The Company may provide maintenance and support for the Mobile App and Services, but has no obligation whatsoever to furnish such Services to You and may terminate such Services at any time without notice. You acknowledge that neither Apple (for iOS Mobile App) nor Google (for Android Mobile App) has an obligation to furnish any maintenance or support Services in connection with the Mobile App.

Termination of the License

The Company may add, suspend, stop, or remove features, products, or functionality, of the Mobile App, with or without notice. We aspire that You will always continue to share cheer and positivity through the use of the Service, but You may choose to terminate Your subscription with the Company at any time.

If You are using our free trial portion of the Service, You may terminate Your relationship with the Company by simply ceasing to use the Services. If You are under a monthly or annual subscription plan, You may downgrade or terminate Your plan within Your mobile devices subscription management tab or from the shelftalkerapp.com website.

The Company has the right to terminate Your rights regarding our Mobile App use without notice, including, without limitation, by blocking You, suspending or terminating Your Account, including and without reducing from our general right, if You are in breach of our User Agreement or other policies, including this Agreement, or if we decide not to provide the Mobile App or any part thereof in certain locations or to certain devices. The Company reserves the right to modify or discontinue, temporarily or permanently, all or any part of the Mobile App or any software, facilities, and services on its Service, with or without notice or to establish general guidelines and limitations on their use.

The Company reserves the right to suspend or terminate Your access to the Service at any time based on the status of Your Account under the Subscription Agreement.

You understand that if Your Account is suspended or terminated, You may no longer have access to the Content that is stored within the Service.

Limitation of Liability

Under no circumstances shall the Company or its affiliates, partners, suppliers or licensors be liable for any indirect, incidental, consequential, special or exemplary damages arising out of or in connection with Your access or use of or inability to access or use the Mobile App and any third party content and service, whether or not the damages were foreseeable or whether or not the Company was advised of the possibility of such damages. Without limiting the generality of the foregoing, the Company's total liability to you (whether under contract, tort, statute or otherwise) shall not exceed the amount of fifty dollars ($50 USD), the foregoing limitations will apply even if the above stated remedy fails for its essential purpose.

Disclaimer of Warranty

No Warranty. Your use of the Mobile App and Services is at Your sole risk. The Mobile App and Service is provided on an "as is" and "as available" basis. The Company expressly disclaims all warranties of any kind, whether express or implied, including the implied warranties of merchantability, fitness for a particular purpose and non-infringement.

The Mobile App is only available for supported devices and might not work on every device. Determining whether Your device is a supported or compatible device for use of the Service is solely Your responsibility, and downloading the Mobile App is done at Your own risk. The Company does not represent or warrant that the Mobile App and Your device are compatible or that the Mobile App will work on Your device.

Privacy

The Company views the protection of Your privacy as an important responsibility. The terms regulating the handling of personally identifiable information (PII) and other information submitted by You in connection with the Mobile App is described in the Shelf Talker App Privacy Policy located in Your Profile page of the Mobile App or at the bottom of our website at shelftalkerapp.com. By using the Mobile App, You consent to the collection and use by us of Your PII as well as all other information as described in the Privacy Policy.

Severability

If any provision of this Agreement is held to be unenforceable or invalid, such provision will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law and the remaining provisions will continue in full force and effect.

Waiver

Except as provided herein, the failure to exercise a right or to require performance of an obligation under this Agreement shall not affect a party's ability to exercise such right or require such performance at any time thereafter nor shall the waiver of a breach constitute a waiver of any subsequent breach.

Translation Interpretation

This Agreement may have been translated if We have made it available to You on our Service.

You agree that the original English text shall prevail in the case of a dispute.

Governing Law

This Agreement is governed by and construed in accordance with the internal laws of the State of Michigan without giving effect to any choice or conflict of law provision or rule. Any legal suit, action or proceeding arising out of or related to this Agreement or the Mobile App and Services shall be instituted exclusively in the federal courts of the United States or the courts of the State of Michigan in each case located in Kent County. You waive any and all objections to the exercise of jurisdiction over You by such courts and to venue in such courts.

Disputes Resolution

If You have any concern or dispute about the Service, You agree to first try to resolve the dispute informally by contacting the Company.

Changes/Updates to the Mobile App EULA

The Company reserves the right, at Our sole discretion, to modify or replace this Agreement at any time and for any reason. If a revision is material, the Company will make reasonable efforts to provide at least 30 days' notice, via an email sent to the email address connected to the Mobile App, prior to any new terms taking effect. What constitutes a material change will be determined at Our sole discretion.

Links to the most recent update of the Agreement, as well as the Privacy Policy, User Agreement, and Subscription Agreement documents can be found on the Profile page within the Mobile App. These same documents can also be found in the footer of the Shelf Talker website, shelftalkerapp.com.

Notwithstanding the foregoing, You are responsible for complying with the updated terms posted online at Shelf Talker's website even if these updated terms appear online at Shelf Talker's website before being posted on the Mobile App. Your continued use of the Mobile App after the Company publishes notice of changes to this Agreement indicates Your consent to the updated terms.

Contact Us

If You have any questions or concerns about this License Agreement, please contact us at support@shelftalkerapp.com.

The Shelf Talker App is used by many people, and We are proud of the trust placed in us. In exchange, We trust You to use Our Services responsibly. If You know of someone violating that trust through an actual or suspected breach of this Agreement, please send details to support@shelftalkerapp.com.