Terms of Service Details

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This document is an adaptation of the Google App Engine Terms of Service. The original work has been modified with permission under the Creative Commons Attribution 3.0 License.Google, Inc. is not connected with, sponsors, or endorses BlueCherryB2B or its use of the work.

Your Agreement with CGS

Your use of the BlueCherryB2B service is governed by this agreement (the "Terms"). "BlueCherryB2B" means the software service provided by CGS. The "Service" means the services CGS makes available including our web site "www.BlueCherryB2B.com" and sub domains, our blog, our API, and any other software, sites, and services offered by CGS in connection to any of those. "Customer Content" means any site-specific access information, merchandise images, merchandise information or details, customer information, customer orders or other content you submit to CGS for the purpose of using the Service.

In order to use the Service, you (the "Client", "You", or "Your") must first agree to the Terms. You understand and agree that CGS will treat your use of the Service as acceptance of the Terms from that point onwards. This Agreement is effective as of the date Client clicks the "I Accept" button below (the "Effective Date"). If you are accepting on behalf of Client, you represent and warrant that:

1. you have full legal authority to bind Client to this Agreement;
2. you have read and understand this Agreement;
3. you agree, on behalf of Client, to this Agreement;

This Agreement governs Clients access to and use of the Service, if you do not have the legal authority to bind Client, please do not check the "Accept" box.

CGS may make changes to the Terms from time to time. You may reject the changes by terminating your account. You understand and agree that if you use the Service after the date on which the Terms have changed, CGS will treat your use as acceptance of the updated Terms. If you have any question about the Terms, please contact us at info@threadvine.com

Your Account

• You may not use the Service if you are a person barred from receiving the Service under the laws of the United States or other countries, including the country in which you are resident or from which you use the Service.
• You may not use the service unless you are over the age of 13.
• You must be a human. Accounts created by automated methods are not permitted.

Use of the Service

• You must provide accurate and complete registration information any time you register to use the Service.
• You are responsible for the security of your passwords and for any use of your account.
• Your use of the Service must comply with all applicable laws, regulations and ordinances.
• You agree to not engage in any activity that interferes with or disrupts the Service.
• CGS reserves the right to enforce quotas and usage limits (to any resources, including the API) at its sole discretion, with or without notice, which may result in CGS disabling or throttling your usage of the Service for any amount of time.
• You may not allow multiple people to use the same account or otherwise access the Service in a manner intended to avoid incurring fees.

Service Policies and Privacy

The Service shall be subject to the privacy policy for the Service. You agree to the use of your data in accordance with CGSs privacy policy, which is available on "www.cgsinc.com." Fees for Use of the Service

• All purchased resources and services will be pre-paid.
• Payments are non-refundable unless otherwise noted. There will be no refunds or credits for partial months of service, upgrade/downgrade refunds, or refunds for months unused with an open account.
• Charges are solely based on CGSs measurements of your use of the Service, unless otherwise agreed to in writing.
• All fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and you shall be responsible for payment of all such taxes, levies, or duties.
• You acknowledge and agree that any credit card and related billing and payment information that you provide to CGS may be shared by CGS with companies who work on CGS behalf, such as payment processors and/or credit agencies, solely for the purposes of checking credit, effecting payment to CGS and servicing your account.
• CGS may change its fees and payment policies for the Service by notifying you at least thirty (30) days before the beginning of the billing cycle in which such change will take effect.

Cancellation and Termination

• You must cancel your account by visiting the product website and removing all user access. An email or phone request to cancel your account and is not considered cancellation.
• You will not receive any refunds if you cancel your account unless otherwise noted by your contract with the Service.
• If you cancel the Service before the end of your current billing cycle, your cancellation will take effect immediately and you will not be charged again.
• All Customer Content will, within a reasonable amount of time to be determined solely by CGS, be deleted from the Service upon cancellation.
• You agree that CGS, in its sole discretion and for any or no reason, may terminate or suspend your account. You agree that any termination of your access to the Service may be without prior notice, and you agree that CGS will not be liable to you or any third party for such termination.

Customer Content

• CGS claims no ownership or control over any Customer Content. You retain copyright and any other rights you already hold in the Customer Content and you are responsible for protecting those rights, as appropriate.
• You agree to assume full responsibility for configuring the Service to allow appropriate access to any Customer Content provided to the Service.
• You understand that CGS will display Customer Content to You and any Buyers, Sales Reps or Contacts that you designate to have access to the Customer Content.
• You retain sole responsibility for any Buyers, Sales Reps or third-party services that you allow to view Customer Content and entrust them at your own risk.
• CGS is not responsible if you fail to configure, or misconfigure, your site and inadvertently allow unauthorized parties to view any Customer Content.

Anti-Spam Policy

CGS has a zero tolerance policy for spam. You may only send email to those who have requested to receive it. If you use BlueCherryB2B for spam your use of the service will be restricted or immediately cut-off. Spam is unsolicited email also known as UCE (Unsolicited Commercial Email).

You must assure the following when sending emails from BlueCherryB2B:

• You have a preexisting business relationship with the recipient.
• The recipient has given you informed consent to send them email.
• You have a current and correct email address for the recipient.

Preexisting Business Relationship
The recipient of your email has made a purchase, requested information, responded to a questionnaire or a survey, or had offline contact with you.

Informed Consent
The recipient of your email has been clearly and fully notified of the collection and use of their email address and has consented prior to such collection and use.

Current and Correct Email Addresses
You must send email only to current and correct email addresses. If you send to an email address that is wrong or no longer exists the email is "bounced". BlueCherryB2B tracks bounces. If the percentage of bounced emails relative to your total exceeds 3% you will be presumed to be sending from a list rather than actively corresponding and therefore a spammer.

Ideas and Feedback

You may choose to or we may invite you to submit comments or ideas about the Service, including but not limited to ideas about improving the Service or our products ("Ideas"). By submitting any Idea, you agree that your disclosure is unsolicited and without restriction and will not place CGS under any fiduciary or other obligation, and that we are free to use the Idea without any additional compensation to you, and/or to disclose the Idea on a non-confidential basis or otherwise to anyone.

Modification of the Service

• You acknowledge and agree that the Service may change from time to time without prior notice to you.
• Changes include, without limitation, changes to fee and payment policies, security patches, added or removed functionality, and other enhancements or restrictions.
• CGS shall not be liable to you or to any third party for any modification, price change, suspension or discontinuance of the Service.

External Resources

The Services may include hyperlinks to other web sites or content or resources or email content. You acknowledge and agree that CGS is not responsible for the availability of any such external sites or resources, and does not endorse any advertising, products or other materials on or available from such web sites or resources.

License from CGS and Restrictions

CGS gives you a single, worldwide, royalty-free, non-assignable and non-exclusive license to use the software provided to you by CGS as part of the Service. This license is for the sole purpose of enabling you to use and enjoy the benefit of the Service, in the manner permitted by the Terms. You may not (and you may not permit anyone else to): (a) copy, modify, create a derivative work of, reverse engineer, decompile or otherwise attempt to extract the source code of the Service or any part thereof, unless this is expressly permitted or required by law, or unless you have been specifically told that you may do so by CGS, in writing (e.g., through an open source software license or otherwise); or (b) attempt to disable or circumvent any security mechanisms used by the Service.

Open source software licenses for components of the Service released under an open source license constitute separate written agreements. To the limited extent that the open source software licenses expressly supersede these Terms, the open source licenses govern your agreement with CGS for the use of the components of the Service released under an open source license.

Exclusion of Warranties

• You expressly understand and agree that your use of the service is at your sole risk and that the service is provided "as is" and "as available".
• You agree that CGS has no responsibility or liability for the deletion or failure to store any Content and other communications maintained or transmitted through use of the Service. You further acknowledge that you are solely responsible for securing and backing up Customer Content.
• CGS does not warrant to you that: (a) your use of the service will meet your requirements, (b) your use of the service will be uninterrupted, timely, secure or free from error, (c) the results or data provided by the Service will be accurate, (d) the quality of the service will meet your expectations and (e) any errors in the Service will be fixed.

Limitation of Liability

EXCEPT AS EXPRESSLY PROVIDED FOR HEREIN, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, CGS DOES NOT MAKE ANY OTHER WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE AND NON-INFRINGEMENT. CGS IS NOT RESPONSIBLE OR LIABLE FOR THE DELETION OF OR FAILURE TO STORE ANY CONTENT AND OTHER COMMUNICATIONS MAINTAINED OR TRANSMITTED THROUGH USE OF THE SERVICE. CLIENT IS SOLELY RESPONSIBLE FOR SECURING AND BACKING UP ITS APPLICATION AND CUSTOMER CONTENT. CGS DOES NOT WARRANT THAT THE OPERATION OF THE SOFTWARE OR THE SERVICE WILL BE ERROR-FREE OR UNINTERRUPTED. NEITHER THE SOFTWARE NOR THE SERVICE IS DESIGNED, MANUFACTURED, OR INTENDED FOR HIGH RISK ACTIVITIES. TO THE MAXIMUM EXTEND PERMITTED BY APPLICABLE LAW, NEITHER PARTY WILL BE LIABLE UNDER THIS AGREEMENT FOR LOST REVENUES OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, EVEN IF THE PARTY KNEW OR SHOULD HAVE KNOWN THAT SUCH DAMAGES WERE POSSIBLE AND EVEN IF DIRECT DAMAGES DO NOT SATISFY A REMEDY.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY MAY BE HELD LIABLE UNDER THIS AGREEMENT FOR MORE THAN THE AMOUNT PAID BY CLIENT TO CGS DURING THE TWELVE MONTHS PRIOR TO THE EVENT GIVING RISE TO LIABILITY.

Indemnification

You agree to hold harmless and indemnify CGS, and its subsidiaries, affiliates, officers, agents, employees, advertisers, licensees, suppliers or partners (collectively "CGS ") from and against any third party claim arising from or in any way related to (a) Your breach of the Terms, (b) Your use of the Service, (c) Your violation of applicable laws, rules or regulations in connection with the Service, or (d) Your Customer Content, including any liability or expense arising from all claims, losses, damages (actual and consequential), suits, judgments, litigation costs and attorneys fees, of every kind and nature. In such a case, CGS will provide you with written notice of such claim, suit or action.

General Legal Terms

The Terms constitute the whole legal agreement between you and CGS and govern your use of the Service and completely replace any prior agreements between you and CGS in relation to the Service. You agree that if CGS does not exercise or enforce any legal right or remedy which is contained in the Terms (or which CGS has the benefit of under any applicable law), this will not be taken to be a formal waiver of CGS rights and that those rights or remedies will still be available to CGS. CGS shall not be liable for failing or delaying performance of its obligations resulting from any condition beyond its reasonable control, including but not limited to, governmental action, acts of terrorism, earthquake, fire, flood or other acts of God, labor conditions, power failures, and Internet disturbances.

Notices

All notices must be in writing and addressed to the other partys legal department and primary point of contact. Notice will be treated as given: (a) on receipt as verified by written automated receipt or by electronic log (as applicable).

Assignment

Neither party may assign any part of this Agreement without the written consent of the other, except to an Affiliate where: (a) the assignee has agreed in writing to be bound by the terms of this Agreement; (b) the assigning party remains liable for obligations under the Agreement if the assignee defaults on them; and (c) the assigning party has notified the other party of the assignment. Any other attempt to assign is void.

Change of Control

If a party experiences a change of Control (for example, through a stock purchase or sale, merger, or other form of corporate transaction) the other party may immediately terminate this Agreement any time between the change of Control and thirty days after it receives that written notice.

No Agency

This Agreement does not create any agency, partnership or joint venture between the parties.

Severability

If any term (or part of a term) of this Agreement is invalid, illegal or unenforceable, the rest of the Agreement will remain in effect.

No Third-Party Beneficiaries

This Agreement does not confer any benefits on any third party unless it expressly states that it does.

Equitable Relief

Nothing in this Agreement will limit either partys ability to seek equitable relief.

Governing Law

ALL CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICE WILL BE GOVERNED BY NEW YORK STATE LAW, EXCLUDING THAT STATES CONFLICT OF LAWS RULES, AND WILL BE LITIGATED EXCLUSIVELY IN THE FEDERAL OR STATE COURTS NEW YORK COUNTY, NEW YORK USA;THE PARTIES CONSENT TO PERSONAL JURISDICTION IN THOSE COURTS.

Amendments

Any amendment must be in writing, signed by both parties, and expressly state that it is amending this Agreement.

Entire Agreement

This Agreement supersedes all other agreements between the parties relating to its subject matter. In entering into this Agreement, neither party has relied on, and neither party will have any right remedy based on, any statement, representation or warranty (whether made negligently or innocently), except those expressly set out in this Agreement. The terms located at a URL referenced in this Agreement and the Documentation are hereby incorporated by this reference. After the Effective Date, CGS may provide Client with an updated URL in place of any URL in this Agreement.

Interpretation of Conflicting Terms

If there is a conflict among the documents that make up this Agreement, the documents will control in the following order: the Agreement, and the terms located at any URL.