These Terms are between you and the organization on whose behalf you accept the terms (“you”, or “Customer”) and Strands Labs, Inc., an Oregon corporation (“us” or “Strands”).
2. STRANDS RETAIL
3. DESCRIPTION OF SERVICE
4. LICENSE GRANT
Provided you are not in breach of these Terms, Strands grants you a limited, worldwide, non-exclusive, non-transferable and revocable license to install and use the Strands Retail Service software within your Site(s), and to access recommendations and other services from the Strands Retail Service. You agree to pay Strands for use of the Strands Retail Service as specified on the order form. If the account becomes past due, in addition to such other remedies as it may have, Strands will be relieved of its obligation to perform services under these Terms and the full amount of the contract price will become due and payable. You will reimburse Strands for all expenses incurred in connection within the collection of amounts payable. Strands may charge interest on all late payments in the amount of eighteen percent (18%) per year. If either party commences any litigation arising from or relating to this agreement, the prevailing party will be entitled to recover its reasonable costs and attorneys fees, both at trial and on appeal.
5. LICENSE RESTRICTIONS AND SITE-ONLY USE
The Strands Retail Service is designed to provide recommendations and other services directly to a single website using a single domain name. Your use of the Strands Retail Service or its software by multiple sites having multiple domain names is not permitted except by separate arrangement with us. You may not use the Strands Retail Service or its software through an application such as a toolbar, plugin, or other executable code that runs on a user’s computer, or through a standalone digital media player. If specified on the order form, you may use the Strands Recommender Service through a mobile application.
You are responsible for your and your users’ compliance with all applicable laws, rules and regulations, if any, related to your use of the Strands Retail Service. You shall not, and shall not allow any third party to: (a) obscure any portion of a widget or edit, modify, truncate, filter or change the order of the information contained in or sent or received by any widget; (b) display any widget in pop-up, pop-under, exit windows, expanding buttons, or animation; (c) display any widget to any third parties other than your site users; (d) transfer, sell, lease, syndicate, sub-syndicate, lend, or use for co-branding, timesharing, service bureau or other unauthorized purposes the Strands Recommender Service or any part thereof or access thereto; (e) directly or indirectly generate queries, or impressions of or clicks on advertisements, through any automated, deceptive, fraudulent or other invalid means (including, but not limited to, click spam, robots, macro programs, and Internet agents); (f) modify, adapt, translate, prepare derivative works from, decompile, reverse engineer, disassemble or otherwise attempt to derive source code from the Strands Retail Service, or any part thereof, except for the public API which is released under a FOSS license, or any other Strands technology, content, data, routines, algorithms, methods, ideas, design, user interface techniques, software, materials, and documentation; (g) remove, deface, obscure, or alter Strands’ copyright notice, trademarks or other proprietary rights notices affixed to or provided as a part of the Strands Recommender Service or any other Strands technology, software, materials and documentation; (h) crawl, spider, index or in any non-transitory manner store or cache information obtained from the Strands Recommender Service (including, but not limited to, Recommended Links, or any part, copy or derivative thereof); (i) attempt to hack into or access without authorization any non-site related metrics from the Strands Recommender Service platform; (j) create or attempt to create a substitute or similar service or product through use of or access to the Strands Retail Service or proprietary information related thereto; and/or (k) engage in any action or practice that reflects poorly on Strands or otherwise disparages or devalues Strands’ reputation or goodwill.
The Strands Retail Software may be modified, or the Strands Retail Service terminated, at any time by Strands in its sole discretion without notice to you, any user, or any third party. If Strands decides to terminate the Strands Retail Service, your sole remedy will be to discontinue use of the Service.
8. SERVICE AND SUPPORT
Strands will, at its sole discretion, (i) provide technical documentation for the Strands Retail Service software (with code examples as available), (ii) offer technical support on an as-available basis through the Customer Dashboard, and (iii) provide updates and news regarding new features, versions, and technology updates. Premium Level customers receive a higher level of support.
9. CONSULTATION, CUSTOMIZATION, & IMPLEMENTATION SERVICES & FEES RELATED TO THESE SERVICES
Customer acknowledges and agrees that hourly fees will be assessed to the customer for all value-added and/or non-inclusive services that it requests of Strands. The fee for services is $200 per hour or fraction thereof, and Strands will notify customer in writing if its fees change. Services for which Strands may, at its own discretion, assess its hourly service fees include: (a) DATA CONFIGURATION Creation and set up of a Web crawl or “scrape” for the purpose of building and then systematically constructing a Product Catalog of all or of a portion of a Customer’s products (and/or items and/or content) and descriptive product information such as category, subcategory, brand, color, tags, etc. in one of the following Strands-compatible formats:
- CSV, or
- RSS, or
- XML, or
- Google Base
(b) CUSTOMER BEHAVIORAL TRACKING: Strands will set up customer tracking services upon customer request so that each of the following Strands products and “Events” are tracked by its system properly, thereby enabling its own algorithms to accurately provide product recommendation services to Customers.
- Personalized recommendations in the landing, home, or personal page;
- Popular recommendations in the category page;
- Related recommendations in the item-detail page;
- Personalized or popular recommendations in the main category pages;
- Personalized item recommendations in the shopping cart or checkout pages;
- Personalized e-mail recommendations; and Strands will capture all of a portion of the following behavioral events from the Customer Website
- Item added to shopping cart;
- Item purchased
- Item added to wish-list;
- Item viewed;
- Search event;
- Recommendation clicked on;
- Item rated / reviewed / shared
- Other events as described in http://retail.strands.com
(c) CONFIGURING, BUILDING, & LAUNCHING PRODUCT RECOMMENDATION “WIDGETS” ON THE CUSTOMER WEBSITE: Strands will configure, build, and launch product recommendations “widgets” upon Customer request. “Configure,” “build,” and “launch” mean the following or any variation thereof:
- (i) Setting up or changing the appearance of the recommendation widgets, including adding, deleting, or changing color, number, font, location on page, or general style of the Strands recommendations widgets
- (ii) Setting up or changing the business logic or business rules of the Strands recommendations widgets
- (iii) deploying any initial set up or change of the Strands recommendations widgets
Strands will make every attempt to notify you before it begins Consultation, Implementation, and Customization work and to give you an estimate of work required and all corresponding fees for said work, but You understand and acknowledge that your written requests are indication that you are granting Strands the authority to do the requested work and to bill You for the time that it spent completing all requested work.
10. NO GUARANTEED AVAILABILITY
The Strands Recommender Service and software may be subject to temporary shutdowns due to causes beyond our reasonable control, and Strands will have no liability to you, your customers, or any third party for such temporary shutdowns. Strands will attempt to notify you of any factor or event that is likely to cause a material interruption in the delivery of Services. Strands assumes no responsibility for the availability or lack of availability of your site. If any unavailability of the Strands Retail Service causes your site to incur downtime or if you cannot connect to the Strands Recommender Service, you may contact Strands for assistance in resolving the issue. Strands has no obligation to assist you, but may do so in its discretion, and in any event Strands has no obligation to assist you with respect to problems with the Strands Recommender Service, its software, or the interface to the extent such problems are caused by (a) a malfunction of computer hardware or third party materials for which you have maintenance, support, and/or operational responsibility; or (b) any act of you or a third party not acting on behalf of Strands.
10. REQUIREMENTS FOR USE OF THE STRANDS RECOMMENDER SERVICE
If you use the Strands Retail Service, you must (i) offer the initial and incremental catalog data feed and user behavior data in RSS Feed, XML files in Google Base format, or other mutually agreed upon format, (ii) implement and maintain your own site, (iii) integrate Strands software into your site such that the Strands Recommender Service functions as intended together with your site, (iv) implement and maintain connectivity between your site and the Strands Recommender Service, and (v) collect and feed real-time user events and information to the Strands Recommender recommendation servers.
11. STRANDS TRADEMARKS AND PUBLICITY
Strands owns registered and unregistered trademarks and service marks, including without limitation “STRANDS” and “MYSTRANDS”. The widgets displaying recommendations from the Strands Retail Service may display a Strands logotype and indicate that the Service is provided Strands with the phrase “Powered by Strands”, “Brought to you by Strands”, or something similar in nature. The logotype and phrase will link to the Strands site or such other URL as Strands may designate from time to time during the Term. No license is granted to you to use any mark of Strands for any purpose except as set forth in this section. Strands may feature your name and/or logo on the Strands Retail website as a customer of the Strands Recommender Services, but only in a manner that clearly conveys that you and Strands are separate and unrelated entities. Strands may also issue a press release announcing Customer’s subscription to the Strands Retail Service.
13. TERM AND TERMINATION
Strands is not responsible for any foreign, U.S. federal, state, local, municipal, or other governmental taxes, duties, levies, fees, excises, or tariffs, owed by You arising as a result of or in connection with the provision of the Strands Recommender Services. You must pay all applicable sales, use, or value added taxes or tariffs applied by any national, state, provincial, or local jurisdiction to which you are subject that arise from or are related to these Terms. Each party will bear responsibility for payment of any taxes applicable to its own income and activities.
You acknowledge that your breach of any of the terms and conditions contained herein may cause irreparable harm to Strands, the extent of which would be difficult to ascertain. Accordingly, you agree that, in addition to any other remedies to which Strands may be legally entitled, Strands shall have the right to seek immediate injunctive relief in the event of a breach of such sections by you or any of your officers, employees, consultants, or other agents.
You warrant and represent that: (a) all information provided by you to Strands in connection with your registration for and use of the Strands Recommender Service is true and accurate to the best of your knowledge; (b) you have full power and authority to enter into and perform your obligations under these Terms, and entering into these Terms is not a breach of or contrary to any other agreement or arrangement entered into by you; (c) your site(s) and their content do not; (i) infringe any Intellectual Property Rights of any third party, (ii) constitute defamation, slander, libel or obscenity, (iii) result in any consumer fraud, product liability, or breach of contract to which you are a party, or cause injury to any third party, (iv) promote violence or contain hate speech, (v) promote any unlawful activity, or (vi) violate any applicable law, statute, ordinance, or regulation; (d) There are no lawsuits or other legal proceedings pending, or to the best of your knowledge threatened, which may have a material adverse effect on your ability to fulfill your obligations under these Terms; and (e) you will perform all obligations under these Terms, and use the Strands Recommender, only in accordance with applicable laws.
You agree to indemnify, defend and hold harmless Strands and its affiliates (including any officers, directors or employees thereof) from and against any claims arising from or related in any way to (1) Customer’s breach of any representation of Customer; or (2) the use of the Customer Website by third parties, except third party claims that the Strands Recommender Service or the Strands Recommender Service APIs infringe the intellectual property rights of a third party.
18. LIMITATION OF LIABILITY
THE PARTIES WILL NOT UNDER ANY CIRCUMSTANCES BE LIABLE TO EACH OTHER OR TO ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES OF ANY NATURE WHATSOEVER (INCLUDING BUT NOT LIMITED TO LOSS OF USE, REVENUE, PROFIT, OR DATA, BUSINESS INTERRUPTION, AND THE LIKE), WHETHER BASED UPON A CLAIM OR ACTION OF CONTRACT, WARRANTY, INDEMNITY OR CONTRIBUTION, OR OTHERWISE, ARISING OUT OF THESE TERMS AND/OR THE USE OR INABILITY TO USE THE STRANDS RECOMMENDER FUNCTIONALITY, EVEN IF THE PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND EVEN IF SUCH DAMAGES ARE CAUSED IN WHOLE OR IN PART BY STRANDS RECOMMENDER OR THE ACTS OR OMISSIONS OF STRANDS. IN NO EVENT WILL THE LIABILITY OF THE PARTIES IN CONNECTION WITH THESE TERMS, REGARDLESS OF THE FORM OF CLAIM OR ACTION, EXCEED THE FEES PAID BY CUSTOMER TO STRANDS UNDER THESE TERMS.
19. NO TRANSFER OF INTELLECTUAL PROPERTY RIGHTS
Nothing in these Terms constitutes the transfer of an ownership right in the Intellectual Property of either Party. “Intellectual Property” means all ideas, concepts, designs, inventions, creative works, discoveries, patents, products, specifications, computer software programs, databases, original works of art and authorship, formulas, processes, compositions of matter, improvements, drawings, notes, documents, information, mask works, trade secrets and materials made, as well as any improvements thereto, trademarks and trade names, and related sales, business, and marketing plans.
20. NO WARRANTY
THE STRANDS RECOMMENDER SERVICE AND SOFTWARE ARE PROVIDED AS IS WITH NO WARRANTIES OF ANY KIND, INCLUDING WARRANTIES OF NON-INFRINGEMENT, QUALITY, PERFORMANCE, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, NOR WILL ANY WARRANTIES BE CREATED BY COURSE OF DEALING, COURSE OF PERFORMANCE OR TRADE USAGE. STRANDS DOES NOT WARRANT THAT THE SERVICE OR THE STRANDS RECOMMENDER API’S WILL MEET CUSTOMER’S NEEDS OR BE FREE FROM ERRORS, OR THAT THE OPERATION OF THE STRANDS RECOMMENDER SERVICES OR THE CUSTOMER WEBSITE WILL BE UNINTERRUPTED.
21. RELATION OF PARTIES
The parties are independent contractors. No person performing any of the work or services described herein on behalf of one of the parties will be considered an officer, agent, servant or employee of the other. Each party will be responsible for the acts or omissions of its own officers, agents, employees, and subcontractors. Nothing herein will be construed as creating a partnership or joint venture between the parties.
22. FORCE MAJEURE
Neither party will be liable for any failure to perform due to unforeseen circumstances or causes beyond the partys’ reasonable control, including, but not limited to, acts of God, war, riot, embargoes, acts of civil or military authorities, earthquakes, fire, flood, accident, strikes, and inability despite a good-faith effort to secure transportation, facilities, fuel, energy, labor, or materials. Time for performance will be extended by force majeure.
23. GOVERNING LAW AND VENUE
These Terms are governed by the laws of the State of Oregon, and the exclusive jurisdiction and venue for any dispute arising out of or related to these Terms will be the state and federal courts located in Multnomah County, Oregon. The parties hereby waive any objection to the jurisdiction and venue of such courts.
If any provision of the Terms is held by a court of competent jurisdiction to be contrary to law, such provision shall be changed and interpreted so as to best accomplish the objectives of the original provision to the fullest extent allowed by law and the remaining provisions of the Terms shall remain in full force and effect.
25. NO WAIVERS
No delay or omission on the part of Strands in requiring performance by you or in exercising any right hereunder will serve as a waiver of any provision or of any right or rights under these Terms; and a waiver, omission or delay in requiring such performance or exercising any such right on one occasion will not be construed as a bar to or waiver of such performance or right on any future occasio.
26. ENTIRE AGREEMENT
Each Party acknowledges that it has read these Terms, understands them, and agrees to be bound by them. These Terms represent the entire understanding of the Parties with respect to their subject matter and supersede all prior agreements, negotiations, representations, statements and writings among the Parties relating to their subject matter.