ShopCtrl API Terms and Conditions

ShopCtrl and the ShopCtrl logo are registered trademarks of Intrastores Development BV

Last Updated: January, 2022

Thank you for using the ShopCtrl Application Programming Interfaces (the “ShopCtrl APIs”). By using the ShopCtrl APIs, you agree to abide by these ShopCtrl API Terms of Use (the “API Terms”) and any and all guidelines or other documentation provided by ShopCtrl for use in connection with the ShopCtrl APIs (the “API Documentation”) as well as the ShopCtrl Terms of Service. In the event of any inconsistency between these API Terms and the Terms of Service, these API Terms shall control.

If you are accepting these API Terms on behalf of a company or other legal entity, you represent that you have the legal authority to bind such entity to these API Terms, in which case “you” or “your” as used herein shall mean such entity.

1. License Grants and Restrictions.
   1. API License Grant. Subject to your compliance with these API Terms, we grant you a non-exclusive, revocable, non-transferable and non-sublicensable license to (i) access and use the ShopCtrl APIs to receive modify and use user content (the “User Content”) from the ShopCtrl service (the “ShopCtrl Service”) subject to the permissions of the relevant users accounts; (ii) display the User Content on your website or native application for mobile devices (“Your Application”); and (iii) to use the APIs or User Content to develop, test, and support Your Application, and to distribute Your Application to end users and to allow such end users to access your integration of the APIs within Your Application. You may not install or use the APIs for any other purpose without ShopCtrl’s prior written consent.
   2. Trademark License Grant. Subject to your compliance with these API Terms, we grant you a non-exclusive, revocable, non-transferable and non-sublicensable license to reproduce and display the ShopCtrl name and logo (the “ShopCtrl Marks”) in accordance with ShopCtrl’s trademark guidelines and solely to promote or advertise your integration of the APIs in Your Application.
   3. You Must:
      1. Obtain the explicit consent of the user before collecting, posting or sharing any User Content obtained through the ShopCtrl APIs on a user’s behalf. Mere authorization of your application by the user does not constitute consent.
      2. Comply with the ShopCtrl Terms of Service at /terms
      3. Comply with any requirements or restrictions imposed on usage of User Content by the owner of such content. Although the ShopCtrl APIs can be used to provide you with access to User Content, neither ShopCtrl’s provision of the ShopCtrl APIs to you nor your use of the ShopCtrl APIs overrides any requirements or restrictions placed on such User Content by the user.
      4. Provide users with clear and readily accessible information regarding , how you collect, use, store and disclose their data .
      5. Obtain the consent of a user prior to deleting or destroying any of the content associated with their ShopCtrl account.
      6. Provide attribution to ShopCtrl as the source of data in accordance with the following guidelines:
         • Display an ShopCtrl Mark so it is clear to the user that the data is from ShopCtrl.
         • Link the logo in such ShopCtrl Mark to http://shopctrl.com.
         • Comply at all times with trademark guidelines provided by ShopCtrl when using or displaying the ShopCtrl Marks.
   4. You (and Your App) May Not:
      • • Access, store, or share private user content or passwords.
        • Make requests that exceed our rate limits or use the APIs in a manner that impacts the stability of ShopCtrl’s servers or impacts the behavior of other applications using the APIs.
        • Use “nofollow” on your links to ShopCtrl. All links back to ShopCtrl should be followable.
        • Use fraudulent information to register for a Developer Account.
        • Request or publish information impersonating an ShopCtrl user, misrepresent any user or other third party in requesting or publishing information.
        • Create or disclose metrics about, or perform any statistical analysis of, the ShopCtrl APIs.
        • Display ShopCtrl’s Marks or User Content in a manner that could reasonably imply an endorsement, relationship or affiliation with or sponsorship between you or a third party and ShopCtrl, other than your permitted use of the APIs under the terms of this API Agreement.
          Display the User Content on any site that disparages ShopCtrl or its products or services, or infringes any ShopCtrl intellectual property or other rights. i) Copy, sell, rent, lease, transfer, assign, sublicense, disassemble, reverse engineer or decompile (except to the limited extent expressly authorized under applicable statutory law), modify or alter any part of the ShopCtrl APIs.
        • Sell, rent, lease, share, transfer, assign, or sublicense any User Content or other information or data obtained through the ShopCtrl APIs, directly or indirectly, to or with any third party, including any data broker, ad network, ad exchange, or other advertising or monetization-related party.
        • Use the User Content in any advertisements or for purposes of targeting advertisements (whether such advertisements appear in Your Application or elsewhere).
        • Attempt to cloak or conceal your identity or your application’s identity when requesting authorization to use the APIs.
        • Use the APIs for any application that constitutes, promotes or is used primarily for the purpose of dealing in: 1. spyware or any other malicious programs or code; 2. activities that violate any law or regulation, or any rights of any person, including but not limited to intellectual property rights; 3. activities that, in ShopCtrl’s sole judgment, are offensive or might harm ShopCtrl’s business or its reputation.
2. Usage Limitations. 

   ShopCtrl may limit the maximum User Content that may be accessed, the rate at which such User Content may be accessed, and/or the number of network calls that Your Application may make via the ShopCtrl APIs. ShopCtrl may change such usage limits at any time, and/or may utilize technical measures to prevent over-usage and/or stop usage of the ShopCtrl APIs by an application after any usage limitations are exceeded.

3. Fees and Payment. 

   The ShopCtrl APIs are currently provided for free when using only one API user, but ShopCtrl reserves the right to charge fees for the future use of or access to the ShopCtrl APIs. If we do charge a fee for use of the ShopCtrl APIs or any developer tools and features, you do not have any obligation to continue to use our developer resources.

4. Termination. 

   Your license to utilize the ShopCtrl APIs and the ShopCtrl Marks shall continue until it is terminated by either party as set forth herein. You may terminate this license at any time by discontinuing use of the ShopCtrl APIs and closing your developer account. ShopCtrl may suspend or terminate your use of all or any of the ShopCtrl APIs at any time and for any reason or no reason at all upon notice to you, which notice may be delivered via email or in writing. Upon termination of your license for any reason, you shall destroy and remove from all computers, hard drives, networks, and other storage media all copies of the ShopCtrl APIs, User Content and ShopCtrl Marks.

5. Disclaimer of Any Warranty. 

   Some of the ShopCtrl APIs may be experimental and not tested in any manner. ShopCtrl does not represent or warrant that any ShopCtrl APIs are free of inaccuracies, errors, bugs or interruptions, or are reliable, accurate, complete or otherwise valid. The ShopCtrl APIs are provided “as is” with no warranty, express or implied, of any kind and ShopCtrl expressly disclaims any and all warranties and conditions, including, but not limited to, any implied warranty of merchantability, fitness for a particular purpose, availability, security, title and/or non-infringement. Your use of the ShopCtrl APIs is at your own discretion and risk, and you will be solely responsible for any damage that results from the use of any ShopCtrl APIs including, but not limited to, any damage to your computer system or loss of data.

6. Limitation of Liability. 

   ShopCtrl shall not, under any circumstances, be liable to you for any indirect, incidental, consequential, special or exemplary damages arising out of or in connection with use of the ShopCtrl APIs, whether based on breach of contract, breach of warranty, tort (including negligence, product liability or otherwise), or any other pecuniary loss, whether or not ShopCtrl has been advised of the possibility of such damages. Under no circumstances shall ShopCtrl be liable to you for any amount.

7. Release and Waiver. 

   To the maximum extent permitted by applicable law, you hereby release and waive all claims against ShopCtrl, and its subsidiaries, affiliates, officers, agents, licensors, co-branders or other partners, and employees from any and all liability for claims, damages (actual and/or consequential), costs and expenses (including litigation costs and attorneys’ fees) of every kind and nature, arising from or in any way related to your use of the ShopCtrl APIs, the User Content or the ShopCtrl Marks.

8. Indemnification. 

   To the maximum extent permitted by applicable law, you agree to indemnify and hold harmless ShopCtrl and its subsidiaries, affiliates, officers, agents, licensors, co-branders or other partners, and employees from any and all third party claims arising from or in any way related to your use of the ShopCtrl APIs, including any liability or expense arising from all claims, losses, damages, liabilities, costs and fees (including reasonable attorneys’ fees) of every kind and nature.

9. Remedies. 

   You acknowledge that your breach of this API Agreement may cause irreparable harm to ShopCtrl, the extent of which would be difficult to ascertain. Accordingly, you agree that, in addition to any other remedies to which ShopCtrl may be legally entitled, ShopCtrl shall have the right to seek immediate injunctive relief in the event of a breach of this API Agreement by you or any of your officers, employees, consultants or other agents.

10. General Terms.
    
    • Relationship of the Parties. You and ShopCtrl shall be and act independently and not as partners, joint venturers, agents, employee or employer of the other. You shall not have any authority to assume or create any obligation for or on behalf of ShopCtrl, express or implied, and you shall not attempt to bind ShopCtrl to any contract.
    • Severability. If any provision of these API Terms is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision and that the other provisions remain in full force and effect.
    • Governing Law. These API Terms and the relationship between you and ShopCtrl shall be governed by the laws of the Netherlands without regard to its conflict of law provisions. You and ShopCtrl agree to submit to the personal jurisdiction of the courts located within the Netherlands.
    • No Waiver. ShopCtrl’s failure to exercise or enforce any right or provision of these API Terms shall not constitute a waiver of such right or provision.

For questions about these or any ShopCtrl terms or policies, email us at info@shopctrl.com