Any information or other data provided to or gathered by Acquire is controlled by:
Acquire App, Inc.
595 Pacific Ave
San Francisco, CA 94133
We collect information from you when you voluntarily provide it to us over the Service, including as part of registering your Account or completing a purchase at a Merchant Shop through an Acquire-powered checkout (a “Checkout Transaction”). Such information may include your name, email address, telephone number(s), street address, city, state, and zip code. This category of information also includes any Shopping Preferences you may save to your Account, such as whether you prefer to shop in the men’s or women’s department, your shoe size, and so forth. We will never take such information (or create Shopping Preferences) from you without your knowledge or consent; you are in complete control of this category of information through your Account.
We collect information from you that you voluntarily upload to the Service for public display (“Public Information”), such as when you post a review. Once you submit Public Information, neither you nor we are able to control how it may be copied, shared, or used by Third Parties, even if you or we later delete such Public Information. Accordingly, you should carefully consider what personal information you choose to include within your Public Information.
We gather additional information from you when you complete a Checkout Transaction or save Payment Preferences to your Account. Such information may include your bank account number, credit card number, debit card number, expiration date, cvv, order number, shipping and tracking data, or any other information submitted to us as part of your Checkout Transaction.
When you use the Service, we automatically gather information made available by your web browser, internet service provider, and device, depending on your settings for each. For example, we may collect your IP address, information about the operating system or type of device you use, the device ID associated with your device, the date and time you access the Service, the Shops you visit, and your login attempts.
We may collect information regarding the websites, application, or advertisement you visited immediately before your use of the Service.
We may collect information about where you are located, both generally and at the time you access the Service. For example, we may collect your shipping address or ascertain your approximate location from your IP address.
Due to the specific nature of Acquire’s services, you may be asked to provide information about your gender or age, or your gender or age may be ascertainable from your saved Shopping Preferences.
From time to time, we may collect other information from you, such as when you make a claim for a prize pursuant to a contest or other promotion run on the Service, when you request assistance through our customer service department, or when you voluntarily subscribe to promotions, reminders, or newsletters. You will always be asked for your consent in advance of providing such other information, and we will not collect it without your permission.
Acquire gathers the types of information referenced in Section 2 through the following sources and means:
When you enter or upload information to the Service,including during registration or completion of a Checkout Transaction, and when you save Shopping Preferences or Payment Preferences.
When you communicate with us,such as when you contact our customer service department, email us or communicate with Acquire via social media.
Through Cookies, tracking tools, and other automated technologies.When you access the Service, your web browser automatically sends us device and internet connection information and certain internet activity information as described in Section 2.
Type of Cookie
Purpose of Cookie
Necessary Cookies are essential in order for the Service to display and perform properly. Necessary Cookies are used to identify you, prevent security risks, and to allow you to perform Account-related functions.
Preferences Cookies are used to store preferences set by you and each user for their account, such as your language preferences. Preferences Cookies improve your experience using the Service.
Analytics and Performance
Analytics and Performance Cookies collect information on how you and other users interact with the Service. Often, this information is aggregated, as discussed in Section 4, and is used to improve the Service.
You can change your Cookie settings in your Internet browser (e.g., Chrome, Edge, Firefox). If you disable Cookies, some of the features of the Service may not function correctly. For more information, see https://www.allaboutcookies.org/.
From Merchants and Other Third Parties. Acquire may also collect transaction and payment information as well as other personal information from Merchants and Merchants’ service providers (such as payment processors and shipping providers) as is necessary to complete your Checkout Transaction.
Acquire may use the information identified in Section 2 for certain “Business Purposes” that are necessary in order to provide the Service. The following are the Business Purposes for which we may use your information:
To secure the Service,such as by detecting security incidents, protecting against malicious, deceptive, fraudulent, or illegal activity, and identifying and prosecuting those responsible for that activity.
To complete Checkout Transactions.
To personalize your user and shopping experience,such as by using Cookies to authenticate your logins, determine whether you are logged in or not, and to allow you to set and use Shopping Preferences and Payment Preferences in the shopping and Checkout process.
To improve the Service,including by considering analytics, demographics, and user feedback to improve or repair the Service.
We may also use your information, combined with that of other users, to create deidentified “Aggregate Information.” Aggregate Information is statistical information about all users of the Service or a subset thereof and is pseudonymized and deidentified. In other words, Aggregate Information cannot be used to identify or relate back to you. Aggregate Information may be used by Acquire for the Business and Purposes listed above.
Aggregate Information may also be used by Acquire for a “Commercial Purpose,” meaning a use that advances our business interests, such as signing new Merchants. For example, we may use Aggregate Information to develop use cases that compare average industry trends.
Acquire may share your information
Merchants and Merchants’ Service Providers.Acquire may share your personal information with Merchants whose Shops you choose to visit to personalize your user and shopping experience. If you complete a Checkout Transaction, your information may also be shared with the Merchant’s service providers, such as the Merchants’ payment processor and shipping provider, so that they may help complete and fulfill your order. We may share Aggregate Information with Merchants and potential Merchants to help them craft a better shopping experience for users like you or see the potential of the Service.
Our Service Providers.These Third Parties provide services to Acquire that allow Acquire to operate the Service, provide services to customers, communicate with customers, and so forth.
Government Officials and Others. To comply with our legal obligations, we may disclose your information in response to subpoenas, court orders, and other valid legal processes. In very rare circumstances, we may disclose personal information when we believe it is necessary in order to prevent illegal, fraudulent, or injurious actions that may cause harm to individuals.
No. Acquire does not sell personal information to others and has not done so for at least the past twelve (12) months.
Acquire, and the Third Party vendors we use to store your information, employ technical, administrative, and physical security measures (such as SSL encryption and HTTPS protocol) that are designed to protect against the loss, misuse, and alteration of the information under our control. We use redundant data centers to be able to provide consistent Services and we ensure that our own applications are patched with the latest security updates. We have internal security policies that our team members must agree to. We regularly review our security procedures to consider appropriate new technology and methods.
Please note that we do not store any sensitive payment information, such as your credit card number or transactional information, on our own database. We tokenize online payment details and never share them with a Third Party other than the PCI Level-1 compliant vault managed by Third Party Spreedly.com.
However, no system can be completely secure. Therefore, although we take steps to secure your information, we cannot promise, and you should not expect, that your personal and commercial information, or other communications, will always remain secure.
The safety and security of your information also depends on you. Never share your password with anyone else and notify us as soon as possible if you believe your Account security has been breached.
If you are visiting the Service from a location outside of the United States, your connection will be through and to servers located in the United States and/or Ireland, and all information you provide will be processed and securely maintained in our web servers and internal systems located within the United States. By using the Service, you authorize and specifically consent to the transfer of personal data to the United States and/or Ireland and its storage and use as specified above when you provide such information to us.
You may access all information we’ve collected and retained about you for purposes of correcting, amending, downloading, or deleting such information. Access can be obtained by logging into your Account, filling out a Privacy Request, clicking on an “unsubscribe link” or contacting us at [email protected].
To protect your privacy and security, we may take reasonable steps to help verify your identity before granting access, making corrections, providing you with information, or deleting information.
The easiest way to access and correct the personal information we have collected about you is to log into your Account. In the alternative, you may fill out a Privacy Request, or contact us at [email protected].
You have the right to request that Acquire disclose the following to you:
The categories of personal information we have collected about you;
The categories of sources from which the personal information is collected;
The business or commercial purpose for collecting or selling personal information;
The categories of Third Parties with whom we share personal information;
The specific pieces of personal information we have collected about you.
To request such a disclosure, please fill out a Privacy Request, or contact us at [email protected].
The easiest way to delete the personal information we have collected about you is to log into your Account. In the alternative, you have the right to request that Acquire delete any personal information about you which we have collected from you. To make such a request, please fill out a Privacy Request, or contact us at [email protected].
Under California’s “Shine the Light” law, California residents who provide personal information to the Service may request certain information regarding our disclosure of personal information to Third Parties for their direct marketing purposes. To make such a request, please fill out a Privacy Request, or contact us at [email protected].
Acquire will never knowingly collect any personal information about children under the age of 13. If we obtain actual knowledge that we have collected personal information about a child under the age of 13, that information will be immediately deleted from our database. Because we do not collect such information, we have no such information to use or to disclose to Third Parties. We have designed this policy in order to comply with the Children’s Online Privacy Protection Act (COPPA).
By providing your email address to Acquire through the Service or an email initiated by you, you consent to receive emails from us, including information concerning your account and advertising messages. Depending upon your location, we may obtain additional consent from you via a checkbox disclosure or an email requesting confirmation before you can receive such information.
DNT is a feature offered by some browsers which, when enabled, sends a signal to websites to request that your browsing is not tracked. Acquire does not currently respond to DNT requests.
You can contact us via email at [email protected].
Welcome to Acquire! These Acquire Merchant Terms (the “Merchant Terms” or “Agreement”) are a contract between you and your company (collectively, “you” or “Merchant”) and Acquire App, Inc. (“Acquire”) regarding your use and our provision of the Acquire checkout platform and associated website, mobile application, software, plug-ins, and any other components thereof (collectively, the “Platform”). This Agreement shall become effective as of the date you first agree to the same through either signature or a click-to-agree mechanism (the “Effective Date”).
1.1 “Fees” means any and all payments owed by you to Acquire in exchange for access to the Platform, as agreed by you at the time you select or update your Subscription Plan.
1.2 “Materials” means any written materials relating to the operation and use of the Platform including, but not limited to, online user guides, manuals, release notes, and online help files regarding use of the Platform which are provided by Acquire as part of the Platform, and any other materials prepared in connection with any Platform modification, correction, or enhancement, and shall include any updated versions of Materials as may be provided by Acquire from time to time (a) in the course of providing the Platform; (b) as part of an online tutorials or help files provided with the Platform; or (c) in the course of providing web seminars or other training in which you or Shoppers enroll.
1.3 “Platform Data” means all data, files, analytics, advertising metrics, tracking numbers, audio and visual information, graphics, scripts, programs, applets or servlets, and content, exclusive of you Content, that are (a) generated by the Platform or use of the Platform, (b) created, installed, uploaded to or transferred into the Platform by Acquire and/or its contractors and vendors, and/or (c) Aggregate Data, as defined below in Section 7.3.
1.4 “Payment Preferences” means payment, billing, shipping and other information saved by Registered Shoppers to their personal Acquire account.
1.5 “Registered Shoppers” means Shoppers who have registered with Acquire and saved one or more Payment Preferences or Shopping Preferences to their personal Acquire account.
1.6 “Sales Tax” means any sales tax, use tax, transfer tax, or value-added taxes (VAT) required by law to be assessed to the Shopper in conjunction with any of Your Payment Transactions.
1.7 “Shoppers” means third-party consumers who visit your Shop and interact with the Platform there including, without limitation, Registered Shoppers.
1.8 “Shopping Preferences” means personal shopping information (e.g., shoe size) saved by Registered Shoppers to their personal Acquire account.
1.9 “Third Party Products” means any Acquire-approved applications, software, or other products provided by third party vendors with which the Platform may interface or sync at your election, subject to the capabilities of the Platform.
1.10 “Your Content” means all data, files, documents, audio and visual information, graphics, scripts, programs, applets or servlets that are (a) synced to the Platform from your Shop, (b) created, installed, uploaded to or transferred by you in or through the Platform, and/or (c) provided by you in the course of using the Platform.
1.11 “Your Payment Processor” means the third-party payment gateway or other merchant processing services provider with which you have independently contracted to process payments from Shoppers through your Shop.
1.12 “Your Payment Transactions” means any exchange of money between a Shopper and You, including without limitation, payments, refunds and chargebacks.
1.13 “Your Shop” means the e-commerce website and/or mobile application through which you promote and sell your products and services to Shoppers and on which you have installed the Platform’s checkout plug-in or connected Acquire’s APIs.
Services. The Platform is an e-commerce checkout solution that allows merchants to provide a faster, safer and more personalized online shopping experience to Registered Shoppers. The Platform is synced by you with Your Shop through the shopping cart plug-in and contains the capabilities and features as portrayed in the Materials and updated from time to time at Acquire’s sole discretion. The Platform is provided to you on a software-as-a-service or “SaaS” basis.
License. In exchange for the Fees paid by you under this Agreement, and subject to these terms and conditions, Acquire grants to you during the term of this Agreement the nontransferable, nonexclusive worldwide right to (a) use the Platform and sync it with your Shop, (b) access Platform Data, APIs, documentation, support pages, and (c) use the Materials solely in connection with the Platform.
License Exclusions. You acknowledge and agree that the license granted in Section 2.2 is subject to all of the following agreements and restrictions: (i) you shall not license, sell, rent, lease, transfer, assign, distribute, display, host, outsource, disclose or otherwise commercially exploit or make the Platform available to any third party other than an authorized user under your account; (ii) you shall not modify, make derivative works of, disassemble, reverse compile, or reverse engineer any part of the Platform, including without limitation the Platform and or Materials that are provided as a part thereof, or access the Platform or Materials in order to build a similar or competitive product or service; (iii) you shall not create Internet "links" to the Platform or "frame" or "mirror" any part of the Platform, including any content contained in the Platform, on any other server or device; (iv) except as expressly stated herein, no part of the Platform or Materials may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means, including but not limited to electronic, mechanical, photocopying, recording, or other means; (v) you agree to make every reasonable effort to prevent unauthorized third parties from accessing the Platform; (vi) unauthorized use, resale or commercial exploitation of any part of the Platform, Platform Data or Materials in any way is expressly prohibited; (vii) you do not acquire any rights in the Platform, the Platform Data or Materials, express or implied, other than those expressly granted in this Agreement and all rights not expressly granted to you are reserved by Acquire; and (viii) this Agreement is not a sale and does not convey any rights of ownership in or related to the Platform, the Platform, Materials, to you.
Fraud Detection. While the Platform includes fraud detection and security procedures for Your Payment Transactions to predict and prevent fraudulent activity on their transactions, you are responsible and liable for your use of our fraud detection service and assume the risk of fraudulent Payment Transactions..
Add-on Services. From time to time, and at its sole discretion, Acquire may offer features or services, including customization and/or implementation services, which are not included as part of the basic Platform or part of your Subscription Plan (collectively, “Add-on Services”). Add-on Services shall be governed by separate written terms or a Statement of Work (in either event, the “Add-on Terms”) and made available for an additional Fee. If you and Acquire enter into Add-on Terms, such Add-on Terms shall become part of this Agreement and incorporated herein by reference. In the event of any conflict between the terms of this Agreement and the Add-on Terms, the Add-on Terms shall govern as to the specific Add-on Services contemplated therein, and this Agreement shall govern as to all other matters.
Installation. You are responsible for installing the Platform’s checkout solution plug-in on your Shop.
Your Payment Processor. At this time, the Platform does not include payment processing services. You are exclusively responsible for syncing the Platform with your Payment Processor’s online solution, for managing all aspects of the relationship with your Payment Processor and for payment of all fees assessed by or through your Payment Processor.
Your Payment Transactions. You are exclusively responsible for Your Payment Transactions and related interactions with Shoppers and/or their financial institutions--including, without limitation, for each of the following:
Order Refunds and Returns. You are exclusively responsible for timely processing all refunds and returns requested by Shoppers in accordance with your published refund and return policy. Through the Platform’s merchant portal, you can issue a refund for any of Your Payment Transactions processed through the Platform within thirty (30) days from the date of posting of the Payment Transaction.
Chargebacks. A “Chargeback” is typically caused when a Shopper disputes a charge that appears on their credit or debit card bill. You understand and agree that all of Your Payment Transactions made in connection with the Platform are “card not present” transactions that run a higher risk of Chargeback. You are solely responsible for all Chargebacks, including any costs or fees associated with Chargebacks. You are exclusively responsible for disputing Chargebacks directly with the Shopper’s financial institution or Your Payment Processor.
Sales Taxes. It is your responsibility to validate what, if any, Sales Taxes apply to the sale of your products and services and/or Your Payment Transactions. Acquire will engage in a reasonable effort to determine whether Sales Taxes should apply to Your Payment Transactions, and the amount of such Sales Taxes, during the checkout process. However, Acquire does not collect or remit any Sales Taxes on your behalf, and it is your exclusive responsibility to assess, collect, report, or remit any Sales Taxes to the proper tax authority arising from any of Your Payment Transactions.
Shipping. You are exclusively responsible for shipping your products to Shoppers, for all fees associated therewith, for syncing the Platform with your shipping carrier’s online solution and for managing all aspects of the relationship with your shipping carrier. While Acquire will make a reasonable effort to determine the amount of shipping fees that should apply to Your Payment Transactions, it is your responsibility to correctly enter, validate, and update accurate information about your products, their weight and expected shipping times to ensure the accuracy of such fees.
Security Obligations. You represent and warrant that, at all times during the term of this Agreement, you will be compliant with the Payment Card Industry Data Security Standards (PCI-DSS) and the Payment Application Data Security Standards (PA-DSS), solely as applicable to Channels which wrap our Services. The steps you will need to take to comply with PCI-DSS and PA-DSS when using Acquire App will vary based on your implementation. For more information about implementing our platform, please contact us or refer to our Materials.
Audit. If Acquire, in its sole discretion, believes that a security breach or compromise of data in your possession, custody or control has occurred, Acquire shall have the right at its own expense, and at reasonable times during normal business hours (but in no event more than twice in any calendar year) to audit and/or inspect your books, records, security protocols, and facilities to the extent necessary to verify whether such breach or compromise has occurred.
Prohibited Conduct. You may not use the Platform to engage in, foster, or promote illegal, abusive, or irresponsible behavior, including:
Any activity or conduct that is likely to be in breach of any applicable laws, codes or regulations, including data protection and privacy laws;
Use of an internet account, computer, or payment method without the owner's authorization;
Unauthorized access to or use of data, systems or networks, including any attempt to probe, scan or test the vulnerability of a system or network or to breach security or authentication measures without express authorization of the owner of the system or network;
Collecting or using information, including email addresses, screen names or other identifiers, by deceit, (such as, phishing, Internet scamming, password robbery, spidering, and harvesting);
Conducting any gambling activity in violation of any required licenses, codes of practice, or necessary technical standards required under the laws or regulations of any jurisdiction; or
Any conduct that is likely to result in retaliation against the Platform, or Acquire’s employees, officers or other agents, or those of Acquire’s host, including engaging in behavior that results in any server being the target of a denial of service attack (DoS);
Any activity intended to mislead or defraud consumers;
Any activity that constitutes, depicts, fosters, promotes or relates in any manner to child pornography, bestiality, non-consensual sex acts, or otherwise unlawfully exploits persons under 18 years of age;
Any activity that publishes, transmits or stores any content or links to any content that is excessively violent, incites violence, threatens violence, contains harassing content or hate speech, creates a risk to a person’s safety or health, or public safety or health, compromises national security or interferes with an investigation by law enforcement;
Any activity that is defamatory or violates a person’s privacy;
Any activity that is otherwise malicious, fraudulent, morally repugnant; or
Any action that is otherwise illegal or solicits conduct that is illegal under laws applicable to you or toAcquire.
Fees. During the term of this Agreement, you agree to timely pay Acquire all Fees associated with your use of the Platform, including for your Subscription Plan and any Add-on Services. Fees are based on access purchased and not actual usage. Fees may be set forth in a separate Fee Schedule or other Materials conveyed to you at or before the time you enroll in your Subscription Plan.
Your Subscription Plan. The Platform is provided on a subscription basis, with fees assessed according to the terms of your Subscription Plan on a monthly, annual, or other payment period basis. By enrolling in your Subscription Plan, you understand and agree that your payment account on file will be charged for the Fees every payment period (e.g., once per month) without obtaining further permission or confirmation from you.
Gross Receipts. Certain Subscription Plans may calculate Fees as a percentage of the gross receipts processed for your Shop during a given payment period. In such event, “Gross Receipts” shall mean the total amount of all payments made by Shoppers to your Shop during the payment period, less any sales tax and shipping fees applied to said purchases. Gross Receipts shall be calculated by Acquire and visible to you through the Platform, and Acquire’s numbers shall govern.
Small Business Waiver. At its sole discretion, and on a case-by-case basis, Acquire may waive or reduce Fees for small businesses (the “Small Business Waiver”) that have Gross Receipts of less than a certain amount per month (the “Receipt Threshold”). If you have a Small Business Waiver, you understand and agree that once your Gross Receipts surpass the Receipt Threshold identified to you at the time you enrolled, your Small Business Waiver will cease to exist and you will be assessed the full amount of Fees for your Subscription Plan from that point forward.
Fee Changes. It may be necessary for Acquire to change the Fees in effect, including for any Subscription Plan, and Acquire reserves the right, in its sole discretion, to make such changes to your Fees. If Acquire increases your Fees, it shall provide you with at least sixty (60) days’ advanced written notice thereof to the email address associated with your account. Acquire may, but is not required to, provide written notice of a reduction in Fees.
Late or Declined Payment. If the automatic payment for your Fees is declined or reversed (including by chargeback), such Fees shall remain due and owing and will accrue interest at the rate of 1.5% of the outstanding amount, or at the maximum rate permitted by law, whichever is lower, from the date such Fees were due until the date paid. In addition to any remedies Acquire may have pursuant to this Agreement or at law for non-payment, delinquency in payment may result in a delay or suspension of the right to use the Platform. In the event Acquire incurs any costs (including reasonable attorney’s fees) from efforts collecting overdue Fees from you, you agree to pay such costs
Taxes. You agree to pay all foreign, federal, states, sales, VAT, use and local taxes, if applicable, associated with your access to, use, or receipt of the Platform, exclusive of any taxes on Acquire’s income. You agree to indemnify, defend and hold Acquire harmless from and against any claim, suit, proceeding or other action resulting from your non-payment of taxes, together with all related penalties and interest.
Standard Support. As part of the Platform, and for no additional Fees, Acquire will provide following support services (collectively, “Standard Support”): routine maintenance of the Platform, including diagnosis and correction by Acquire of actual errors or defects in the Platform and/or the provision of patches, bug fixes and workarounds to errors reported by you and others; and assistance through email and live chat during standard business hours, Pacific Time, on non-holiday weekdays. Standard Support is limited to the Platform itself and not the integration between the Platform and Third Party Products or your Payment Processor.
Helpdesk. You should report errors and defects to the Acquire Helpdesk at [email protected] Acquire will use commercially reasonable efforts to address errors and defects but does not guarantee resolution times nor guarantee that it will fix or make the suggested changes to the Platform.
Limited License. Subject to the terms and conditions of this Agreement, you grant to Acquire a non-exclusive, royalty free worldwide right to copy, store, record, transmit, display, view, print or otherwise use your Content solely to the extent necessary to provide the Platform to you.
Exclusions. By providing you with the Platform, and except as expressly provided for herein, Acquire does not acquire any right, title and/or interest in your Content.
Accuracy. You shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness and copyright for all of your Content.
Preferences and Data. The Platform allows Registered Shoppers to save Shopping Preferences and Payment Preferences (collectively, “Preferences”) to their personal Acquire account. When a Registered Shopper visits your Shop, their Preferences may be shared with you to help you improve their shopping experience and/or to facilitate their checkout experience. In addition, the Platform may collect additional information from all Shoppers who visit your Site for purposes of providing analytics and creating Aggregate Data as defined below. Shopping Preferences, Payment Preferences, Aggregate Data, and all other information collected or created by Acquire is part of the Platform Data and is the exclusive property of Acquire.
Payment Transaction Data. You will own all data specific to Your Payment Transactions. While you cannot delete records of orders, refunds, shipping or receipts, you may request the deletion of any identified analytics data points specific to Your Payment Transactions.
Aggregate Data. As used herein, “Aggregate Data” means information and metrics collected and combined from Shoppers’ use of the Platform while in your Shop, which has been combined with that from shoppers on other websites and Registered Shoppers into various aggregate or statistical forms such that no personally identifiable information of any specific Shopper is discernible or detectable. You understand and agree that Acquire may create Aggregate Data, and that such Aggregate Data becomes part of the Platform Data
Processing. You acknowledge and agrees that information regarding you and your Shoppers that is provided to Acquire in connection with this Agreement may be (a) processed by Acquire to the extent necessary to provide the Platform and (b) transferred outside of the country or any other jurisdiction where you and your Shoppers are located to the United States.
Shopper Consent. You acknowledge and agree that, as the party with the direct relationship with Shoppers, it is your obligation to inform your Shoppers of the processing of their information by Acquire pursuant to this Agreement and to ensure that such Shoppers have given any necessary consent to such processing as required by all applicable data protection and privacy legislation. Acquire shall be responsible for obtaining consent from Registered Shoppers as to data collected, shared, stored and used through their personal Acquire account.
Data Processing Addendum. The Acquire Data Processing Addendum is hereby incorporated into and made part of this Agreement.
Acquire Intellectual Property. You acknowledge and agree that Acquire is the sole and exclusive owner of the Platform, the Platform Data and all other data and information comprising the Platform, including that contained in any Materials, and it shall only be licensed to you as provided in this Agreement. Similarly, all (i) Shopping Preferences, (ii) Aggregate Data, and (iii) improvements to the Platform made by Acquire over the course of the Agreement, including at the suggestion or upon your feedback, shall become part of the Platform and, as such, as between you and Acquire, shall be the exclusive property of Acquire. Any trade names or trademarks of the Platform listed and other Acquire service marks, logos and product or service names are marks of Acquire (the “Acquire Marks”). You agrees not to display or use the Acquire Marks in any manner without Acquire’s express prior written permission; provided, however, that you agree that, and Acquire provides permission that, the phrase “Powered by Acquire” will appear during the shopping cart and checkout pages of your Shop, and that you will not take any action to alter, remove or conceal this phrase.
Your Intellectual Property. As between Acquire and you, you are the sole and exclusive owner of all your Content and your Shop and it shall only be licensed to Acquire as provided in this Agreement. Any names or trademarks of you or your Shop and your other service marks, logos and product or service names are your Marks (“your Marks”). You expressly authorize Acquire to use your Marks (i) as necessary to provide the Platform and the Platform pursuant to this Agreement, and, unless you have provided Acquire with written instructions not to, (ii) on Acquire’s website and marketing materials as part of a list of Acquire merchants.
Term. The term of this agreement shall begin on the Effective Date and continue until terminated by either party as set forth in Section 9.2.
Termination. Either party may terminate this Agreement at any time for convenience by providing the other party with written notice of intent to terminate at least thirty (30) days in advance of close of the then-current billing cycle, in which event, the Agreement shall terminate at the close of the billing cycle. Either party may immediately terminate this Agreement upon notice if the party has a reasonable basis to believe that continuing to do business with the other party will subject it to risk of violating any law, misleading or deceiving any Shopper, or facilitating the same.
Suspension or Termination by Acquire. Acquire reserves the right to immediately suspend or terminate your access and/or use of the Platform (i) for any account for which any payment is due but remains unpaid after ten (10) days’ written notice of such delinquency, (ii) in the event of a data or other security breach, or (iii) if Acquire reasonably suspects that you have engaged in fraud or other material breach of this Agreement. You agree that Acquire shall not be liable to you, or to any third party, for any suspension of the Platform for the reasons described in this Section.
Effect of Termination. Upon termination or expiration of this Agreement, you shall have no rights to continue use of the Platform. Upon termination of this Agreement, (i) you will immediately cease using or otherwise accessing the Platform, and will uninstall and delete the Platform and all associated Materials from your systems and records, (ii) Acquire shall, at its election, return or destroy all of your Content, provided, however, that Acquire shall have the right to retain your Content if required under any law or regulation; (iii) each Party shall return or destroy all Confidential Information of the other Party and confirm in writing that it has done the same; and (iv) Acquire shall have no duty to back-up or provide a copy of your Content to you. Acquire will not be liable to you for compensation, reimbursement, or damages in connection with your use of the Platform, or any termination or suspension of your use of or access to the Platform or deletion of your information or account data, and you will remain liable to us for any Fees, or other amounts incurred by you or through your use of the Platform prior to termination.
Survival. The following provisions shall survive termination of this Agreement: Sections 7.1, 7.2, 7.3, 8, 9.4, and 12–17, surviving obligations under any Data Processing Addendum, and all outstanding payment obligations of you incurred prior to termination.
Independent Contractor Relationship. Acquire and its employees and/or contractors shall perform the provisions of this Agreement as independent contractors and shall not be considered agents of you, nor shall Acquire’s personnel be considered employees of you. Nothing contained in this Agreement shall be construed to (i) constitute the parties as agents of one another, partners, joint venturers, co-owners, or otherwise as participants in a joint or common undertaking, or (ii) allow either party to create or assume any obligation on behalf of the other party for any purpose whatsoever. Acquire reserves the right to subcontract any or all services provided hereunder to third parties.
11.1 By Acquire.
Functionality. Acquire warrants to you during the term of this Agreement that the Platform will comply with the material functionality described in Acquire’s Materials and that such functionality will be maintained in all material respects in subsequent upgrades to the Platform. Your sole and exclusive remedy for Acquire’s breach of this warranty shall be that Acquire shall use commercially reasonable efforts to correct such errors or modify the Platform to achieve the material functionality described in the Materials within a reasonable period of time. However, Acquire shall have no obligation with respect to this warranty claim unless notified of such claim within thirty (30) days of the first material functionality problem. Further, Acquire shall have no obligation with respect to this warranty claim, and you may not terminate the Agreement, where any alleged nonconformity is due to User error as reasonably determined by the Parties after investigation and analysis by Acquire’s Product Support Center. Acquire does not warrant that the Platform will be free of non-material errors, bugs, or minor interruption, or that all such errors will be corrected.
Non-Infringement. Acquire warrants that it is the sole owner of and or has full power and authority to grant the license and use of the Platform and other rights granted by the Agreement to you with respect to the Platform and that neither the performance by you in its utilization of the Platform, nor the license of and authorized use by you of the Platform as described herein, will in any way constitute an infringement or other violation of any U.S. copyright, trade secret, trademark, patent, invention, proprietary information, non-disclosure, or other rights of any third party.
11.2 By You.
Your Shop and Your Payment Processor. The functionality of the Platform is contingent upon your Shop and all your accounts for all associated Third-Party Products, including without limitation, your website hosting service and Your Payment Processor, remaining in good standing. You represent and warrant that you will maintain your accounts for all Third Party Products and Your Payment Processor in good standing for the duration of this Agreement, and will comply with all agreements, terms, addendums, and other materials applicable thereto.
Passwords, Access and Notification. You acknowledge and agree that you are prohibited from sharing passwords and or usernames with unauthorized users of the Platform. You represent and warrant that you will be responsible for the confidentiality and use of your passwords and usernames for the Platform. You will also be exclusively responsible for all your Content and ensuring the same is in accordance with all applicable laws.
Legal Compliance. You agree to comply with all applicable local, state, national and foreign laws, treaties, regulations and conventions in connection with its use of the Platform, including without limitation those related to data privacy, international communications, and the exportation of technical or personal data. You will ensure that any use of the Platform by your authorized users (including employees and third-party contractors) is in accordance with the terms of this Agreement. Any unauthorized use of the Platform may violate copyright laws, trademark laws, the laws of privacy and publicity, and communications regulations and statutes.
DISCLAIMER. EXCEPT AS EXPRESSLY STATED HEREIN, ACQUIRE DOES NOT REPRESENT THAT YOUR USE OF THE PLATFORM WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR FREE, OR THAT THE PLATFORM WILL MEET YOU REQUIREMENTS OR THAT ALL ERRORS IN THE PLATFORM AND/OR DOCUMENTATION WILL BE CORRECTED OR THAT THE SYSTEM THAT MAKES THE PLATFORM AVAILABLE WILL BE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS OR THE PLATFORM WILL OPERATE IN COMBINATION WITH OTHER HARDWARE, SOFTWARE, SYSTEMS OR DATA NOT PROVIDED BY ACQUIRE. ACQUIRE DISCLAIMS ALL WARRANTY THAT THE PLATFORM WILL ASSESS THE CORRECT SALES TAXES OR SHIPPING FEES TO YOUR PAYMENT TRANSACTIONS. THE WARRANTIES STATED IN THIS AGREEMENT ARE THE SOLE AND EXCLUSIVE WARRANTIES OFFERED BY ACQUIRE. THERE ARE NO OTHER WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, THOSE OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. EXCEPT AS EXPRESSLY STATED HEREIN, THE PLATFORM IS PROVIDED TO YOU ON AN “AS IS” AND “AS AVAILABLE” BASIS AND IS FOR COMMERCIAL USE ONLY. YOU ASSUME ALL RESPONSIBILITY FOR DETERMINING WHETHER THE PLATFORM OR THE PLATFORM DATA GENERATED THEREBY IS ACCURATE OR SUFFICIENT FOR YOUR PURPOSE.
NO CONSEQUENTIAL DAMAGES. NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR EXEMPLARY, PUNITIVE, SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES INCLUDING WITHOUT LIMITATION, INTERRUPTION OF BUSINESS, LOST PROFITS, LOST OR CORRUPTED DATA OR CONTENT, LOST REVENUE ARISING OUT OF THIS AGREEMENT (INCLUDING WITHOUT LIMITATION THE SERVICE, THE USE OF THE SERVICE OR THE INABILITY TO USE SERVICE), EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
LIMITATIONS. IN NO EVENT SHALL THE AGGREGATE LIABILITY OF ACQUIRE ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, INCLUDING ANY LICENSE, USE, OR OTHER EMPLOYMENT OF THE SERVICE, WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED ON BREACH OR REPUDIATION OF CONTRACT, BREACH OF WARRANTY, TORT, OR OTHERWISE, EXCEED THE TOTAL AMOUNTS ACTUALLY PAID BY YOU FOR THE ONE (1) YEAR PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM. THERE SHALL BE ONLY ONE AGGREGATE LIABILITY CAP UNDER THIS AGREEMENT EVEN IF THERE ARE MULTIPLE CLAIMS; EACH CLAIM SHALL REDUCE THE AMOUNT AVAILABLE IN THE AGGREGATE LIABILITY CAP. ACQUIRE SHALL NOT BE LIABLE FOR ANY DAMAGES RESULTING FROM THE LOSS OR CORRUPTION OF ANY DATA OR CONTENT WHETHER RESULTING FROM DELAYS, NONDELIVERIES, MISDELIVERIES, SERVICE INTERRUPTIONS OR OTHERWISE.
EXCLUSIONS. THE LIMITATIONS OF LIABILITY SET FORTH IN THE PRECEDING SUBSECTION SHALL NOT APPLY WITH RESPECT TO: (I) DAMAGES TO PERSONS AND/OR TANGIBLE PROPERTY OCCASIONED BY THE WILLFUL MISCONDUCT OR GROSS NEGLIGENCE OF A PARTY, (II) BREACHES BY YOU OF LICENSE TERMS APPLICABLE TO ACQUIRE PROVIDED SOFTWARE AND ANY THIRD PARTY PRODUCTS, (III) YOUR UNAUTHORIZED USE OF ACQUIRE’S INTELLECTUAL PROPERTY, MATERIALS OR ASSETS; OR (IV) CLAIMS THAT ARE THE SUBJECT OF INDEMNIFICATION HEREUNDER (WHICH ARE SUBJECT TO THE LIMITS, IF ANY CONTAINED THEREIN). DAMAGES AS LIMITED BY THIS SECTION 14 ARE YOUR SOLE AND EXCLUSIVE REMEDY.
If you and Acquire have executed a Mutual Nondisclosure Agreement (an “MNDA”), then such MDNA is incorporated herein by reference and governs the exchange of and protections for Confidential Information. If you have not executed an MNDA, then the following applies:
Definition. “Confidential Information” means any and all technical and non-technical information provided by and between Acquire and you or to which either party may otherwise gain access, related to the current, future, or proposed products and Implementation Platforms of the other party. Confidential Information includes, without limitation, information concerning research, experimental work, development, design details and specifications, engineering, financial information, procurement requirements, purchasing, manufacturing, you lists, investors, employees business and contractual relationships, business forecasts, sales and merchandising, marketing plans, as well as information that either party provides (or to which either party gains access) regarding third parties. Without limiting the generality of the foregoing, Confidential Information includes any and all: (a) patent and patent applications; (b) trade secrets; (c) methods and methodologies; (d) works of authorship; (e) proprietary information, including mask works, ideas, samples, media, techniques, sketches, drawings, works of authorship, models, inventions, know-how, processes, apparatuses, equipment, algorithms, software programs, software source documents, and formulae; and, (f) all applications, extensions and revisions thereto.
Non-Disclosure. Both parties agree that, at all times and notwithstanding any termination or expiration of this Agreement, each will hold in strict confidence and not disclose Confidential Information of the other party to any third party, except as approved in writing by the other party, and will use the Confidential Information for no purpose other than is needed to effectuate the purpose of this Agreement. Each party shall only permit access to Confidential Information to those of its employees or authorized representatives having a need to know and who have signed confidentiality agreements or are otherwise bound by confidentiality obligations at least as restrictive as those contained herein. Each party shall immediately notify the other party in the event of any loss or unauthorized disclosure of any Confidential Information.
Exceptions. Each party’s obligations under this Agreement with respect to any portion of Confidential Information shall terminate when that party can document that: (a) it was in the public domain at the time it was communicated to the other party; (b) it entered the public domain subsequent to the time it was communicated to the other party through no fault of the other party; (c) it was in the party’s possession free of any obligation of confidence at the time it was communicated to that party; (d) it was rightfully communicated to that party free of any obligation of confidence subsequent to the time it was communicated to that party; or (e) it was developed by employees or agents of that party who had no access to any information communicated to that party. Notwithstanding anything in this Agreement to the contrary, a party will not be in violation of Section 14.2 with regard to a disclosure made in response to a valid order by a court or other governmental body, provided that the party provides the other party with prior written notice of such disclosure in order to permit the other party to seek confidential treatment or otherwise limit disclosure of such Confidential Information, if reasonably possible under the circumstances.
No Licenses; No Ownership; Other Restrictions. Each party recognizes and agrees that nothing contained in this Agreement is intended or will be construed as granting any property rights, ownership or licenses to any Confidential Information of the other party disclosed pursuant to this Agreement, or to any invention or any patent, copyright, trademark, or other intellectual property right that has issued or that may issue, based on such Confidential Information. Neither party shall make, have made, use or sell for any purpose at any time any product or other item using, incorporating or derived from any Confidential Information of the other party.
No Reproduction. Confidential Information of the other party shall not be reproduced in any form except as required to accomplish the purpose of this Agreement. Any reproduction of any Confidential Information shall remain the property of its original owner and shall contain any and all confidential or proprietary notices or legends that appear on the original, unless otherwise authorized in writing by that party.
Effect of Termination. Each party’s duty of confidentiality with respect to all Confidential Information that it receives hereunder will survive the termination or expiration of this Agreement and will be binding upon each party’s heirs, successors and assigns. Upon termination, or upon written request of a party, the other party shall promptly return to the that party all documents, notes and other tangible materials representing the Confidential Information and all copies thereof or, upon that party’s request, destroy such Confidential Information.
Duty to Indemnify. Each Party (“The Indemnitor”) shall defend, indemnify and hold harmless the other Party, its officers, directors, employees, sublicensees, affiliates and agents (collectively, the “Indemnitee”) from and against any and all claims, losses, liabilities, damages, expenses and costs (including attorneys’ fees and court costs) by a third Party (each, a “Claim”) if the alleged Claim is based on (i) the Indemnitor’s breach of this Agreement, including any representation or warranty of Indemnitor therein, (ii) the Indemnitor’s negligence, (iii) infringement of any third-Party’s Intellectual Property rights by Intellectual Property provided by the Indemnitor to the Indemnitee pursuant to this Agreement, (iv) violation of any applicable statute, rule, regulation, or other law by the Indemnitor, or (v) fraudulent or other tortious acts by the Indemnitor. The Indemnitor will have no indemnity obligation to the Indemnitee if the Claim arises out of our relates to (a) any combination, operation, or use of the Platform by the Indemnitee with products, services, information, technologies, business methods or processes not furnished by the Indemnitor, including any Third Party Products, (b) any modification (other than by the Indemnitor) of the Platform, (c) the Indemnitee’s failure to promptly install any update to the Platform as provided, instructed, or requested by the Indemnitor, or (d) fraudulent or other tortious acts by the Indemnitee.
Procedure. The Indemnitee shall promptly notify the Indemnitor in writing of any Claim. The Indemnitor shall have sole control over the defense and settlement of the Claim provided that, within fifteen (15) days after receipt of the above-described notice, the Indemnitor notifies the Indemnitee of its election to assume full control. The foregoing notwithstanding, the Indemnitee shall be entitled to participate in the defense of the Claim and to employ counsel at its own expense, provided that the Indemnitee’s legal expenses in exercising this right shall be deemed expenses subject to indemnification hereunder to the extent the Indemnitor fails or refuses to assume control over defense of the Claim. The Indemnitor shall not settle any Claim without the written consent of the Indemnitee, except for a complete settlement requiring only the payment of money damages to be paid by the Indemnitor.
Governing Law. This Agreement, including without limitation this Agreement's interpretation, shall be treated as though this Agreement were executed and performed in the State of California, and shall be governed by and construed in accordance with the laws of the State of California without regard to its conflict of law principles. The language in this Agreement shall be interpreted in accordance with its fair meaning and not strictly for or against either Party.
Arbitration. If the Parties cannot resolve a dispute or other Claim through negotiations, either Party may elect to have the dispute or Claim finally and exclusively resolved by binding arbitration. Any election to arbitrate by one Party shall be final and binding on the other(s). The arbitration shall be commenced and conducted under the Commercial Arbitration Rules of the American Arbitration Association ("AAA"), as modified by this Agreement, available at the AAA website www.adr.org or by calling the AAA at 1-800-778-7879. The arbitrator is bound by the terms of this Agreement. All issues are for the arbitrator to resolve, except that issues relating to the enforceability of the arbitration provision are for a Court of Competent Jurisdiction to resolve. The arbitration may be conducted in person, through document submission, through telephone, or online. The arbitrator must follow applicable law, and any award may be challenged if the arbitrator fails to do so.
Remedies in Aid of Arbitration; Equitable Relief. This agreement to arbitrate will not preclude either Party from seeking provisional remedies in aid of arbitration, including without limitation orders to stay a court action, compel arbitration, or confirm an arbitral award, from a Court of Competent Jurisdiction. Furthermore, this agreement to arbitrate will not preclude either Party from applying to a Court of Competent Jurisdiction for a temporary restraining order, preliminary injunction, or other interim or conservatory relief, as necessary. "Court of Competent Jurisdiction" means any federal or state court: (1) that has jurisdiction over the subject matter; and (2) that is located in or nearest to San Francisco, California.
Venue for any Judicial Proceeding. The proper venue for any judicial action arising out of, relating to, or in connection with this Agreement will be the state and federal courts located in or nearest to San Francisco, California. The Parties stipulate to, and agree to waive any objection to, the personal jurisdiction and venue of such courts, and further expressly submit to extraterritorial service of process.
Notices. All notices, requests and other communications under this Agreement must be in writing and must be emailed to the Party to whom such notice is required or permitted to be given. Notices will be sent to you at the email address associated with your Platform account. Notices to Acquire may be sent to [email protected]
Right to Amend. Acquire shall have the right to amend this Agreement from time to time upon thirty (30) days’ advanced written notice to you, which may be by email. Your continued use of the Platform after such amended terms go into effect constitutes your consent to be bound by the same.
Severability. In case any one or more of the provisions contained in this Agreement shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect the other provisions of this Agreement, and this Agreement shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein.
Force Majeure. Neither Party will be liable for delays in performance or a failure to perform hereunder due to causes beyond its reasonable control, which could include acts of nature, acts of any government, wars, terrorism, riots, fires, floods, tsunami, hurricane/typhoon, pandemic, accidents, non-Vendor related strikes, communication failures, unavailability of the Internet or other telecommunications services, state or nation-wide power failures or blackouts, or embargoes. In the event of such delays, SOWs in effect at the time will be extended for such additional period of time as is determined to be equitable by the Parties. In the event any of these events occur, the impacted Party will immediately notify the other Party.
No Assignment. Except as expressly permitted herein, you shall not assign, transfer or delegate its rights or obligations under this Agreement without the prior written consent of Acquire, which consent shall not be unreasonably withheld. Notwithstanding anything to the contrary set forth in this Agreement, Acquire may assign the Agreement (without obtaining your prior written consent) to any of its respective current or future affiliated entities.
Authority. Each of the signatories below represents and warrant that they have and will retain the full right, power and authority to enter into this Agreement and have the legal capacity to bind their respective entities to this Agreement.
No Third-Party Beneficiaries. The Parties acknowledge and agree that this Agreement is solely between the Parties hereto and does not create any rights or benefits in favor of any third Party.
Waiver. No waiver by either Party of any breach of this Agreement shall be a waiver of any preceding or succeeding breach. No waiver by either of any right under this Agreement shall be construed as a waiver of any other right. Neither Party shall be required to give notice to enforce strict adherence to all terms of this Agreement.
Headings. Headings herein are for convenience of reference only and shall in no way affect interpretation of the Agreement.
Entire Agreement. This Agreement is the final, complete and exclusive agreement of the Parties with respect to the subject matter hereof and supersedes and merges all prior discussions between the Parties, whether written or oral. No modification of or amendment to this Agreement, nor any waiver of any rights under this Agreement, will be effective unless in writing and signed by the Party to be charged.
Effective September 25, 2020
These terms contain provisions that require the use of arbitration on an individual basis to resolve disputes, rather than jury trials or class actions, and also limit the remedies available to you in the event of a dispute. See below in Section 8 for full details.
For Merchants. Acquire partners with third-party “Merchants” to power the checkout process for their web and mobile storefronts (each, a “Shop”).
For You Acquire gives registered users like you the option to save certain “Payment Preferences” (such as payment account numbers, billing and shipping addresses) and “Shopping Preferences” (such as your shoe size) to your Account. We also send you text, email, or other communications (based on your Account settings) to give you updates on your orders. When you visit a Merchant’s Shop while logged into your Acquire Account, your Payment Preferences and Shopping Preferences are used to personalize your shopping experience and make checkout easier.
Acquire is not a Merchant.We don’t operate any Shops and have no control over their content, products and services, refund and exchange policies, or customer service. These issues need to be raised with the Merchant directly.
Acquire is not a Payment Processor.We don’t handle your money. If a particular Merchant uses a third-party payment processor (such as PayPal), that relationship is independent of Acquire. Any payment disputes should be directed to the Merchant.
We make our money from fees assessed to the Merchant, and there is no charge to users like you for registering with Acquire or using the Service.
You must be at least eighteen (18) years old to create an Account and use the Service. If you are using the Service on behalf of a company, you represent and warrant that you are authorized to enter into contracts on behalf of that company.
When you save a particular payment account (such as a PayPal account or credit or debit card number) to your Payment Preferences, you are representing and warranting that you are the listed accountholder and/or that you have the express consent of the account holder to incur charges on the account.
Subject to your compliance with this Agreement, Acquire grants you a non-exclusive, non-sublicensable, revocable, non-transferable license to access the Service, and to use the Service. This license allows you to use the Service, but it does not allow you to reproduce, duplicate, copy, modify, sell or otherwise exploit any portion of the Service without the prior express written consent of Acquire. All rights not expressly granted in this Agreement are reserved by Acquire.
You represent and warrant that all user information you provide in connection with your Account and your use of the Service is current, complete, and accurate, and that you will update that information as necessary to keep it accurate. You are responsible for maintaining the confidentiality of your Account credentials, including your username and password. You agree to notify Acquire immediately of any unauthorized use of your Account. If we suspect, in our sole discretion, that there has been a breach of your Account security, we reserve the right to refuse service, terminate your Account, suspend or terminate your right to use the Service, remove or edit your Payment and/or Shopping Preferences, or cancel your payments.
From time to time, we may allow you and other shoppers to post reviews, comments, ratings, and other content (“your Content”) to the Service. With respect to your content, you are required to use common sense and are prohibited from posting any Content that infringes on the intellectual property rights of others, is illegal, obscene, threatening, defamatory, invades the privacy of others (e.g., doxing), contains a commercial solicitation or other form of “spam” messages, or otherwise violates the Prohibited Conduct section below. If you do one of these things, we may remove your Content—but we have no obligation to do so and we do not review user content as a matter of practice.
You are always the owner of Your Content; however, Acquire requires the following license from you in order to be able to display your Content on the Service as expressly permitted by you—for example, to make your review visible to others:
You grant to Acquire a nonexclusive, royalty-free, perpetual, irrevocable, and fully sublicensable right to use, reproduce, modify, adapt, publish, perform, translate, create derivative works from, distribute and display Your Content throughout the world in any media now existing or in the future created.
With respect to any product or Shop reviews or comments provided by you to Acquire as part of your Content, you represent and warrant that such reviews or comments are true and accurately represent your experience as a bona fide customer of a Shop or user of a Merchant’s products or services.
You are responsible for your Content and, as such, you agree to defend, indemnify, and hold harmless Acquire from and against any and all claims, actions, demands, causes of action, and other proceedings including but not limited to legal costs and attorneys’ fees, arising out of or relating to your Content.
Acquire respects the intellectual property rights of others. We follow the notice and takedown procedures in the Digital Millennium Copyright Act ("DMCA").
If you believe content located on or linked to by the Service violates your copyright, please immediately notify us by emailing us a DMCA takedown notice ("Infringement Notice"), providing the information described below. If Acquire takes action in response to an Infringement Notice, it will make a good faith attempt to contact the party who made the content available at the most recent email address that party provided to us.
Under the DMCA, you may be held liable for damages based on material misrepresentations in your Infringement Notice. You must also make a good-faith evaluation of whether the use of your content is a fair use; fair uses are not infringing. If you are not sure if content located on or linked to by the Website infringes your copyright, you should first contact an attorney.
The DMCA requires that all Infringement Notices must include the following: (a) a signature, electronic or physical, of the copyright owner or a person authorized to act on their behalf; (b) an identification of the copyright claimed to have been infringed; (c) a description of the nature and location of the material that you claim to infringe your copyright, in sufficient detail to permit Company to find and positively identify that material; (d) your name, address, telephone number, and email address; and (e) a statement by you: (i) that you believe in good faith that the use of the material that you claim to infringe your copyright is not authorized by law, or by the copyright owner or such owner's agent; and, (ii) under penalty of perjury, that all of the information contained in your Infringement Notice is accurate, and that you are either the copyright owner or a person authorized to act on their behalf.
Infringement Notices should be sent to [email protected] with the subject line "DMCA Notice".
Company will respond to all DMCA-compliant Infringement Notices, including, as required or appropriate, by removing the offending material or disabling all links to the offending material.
Acquire imposes certain restrictions on your use of the Service. The following are expressly prohibited: (a) providing false, misleading, or inaccurate information to Acquire or any other person in connection with the Service; (b) impersonating, or otherwise misrepresenting affiliation, connection, or association with, any person or entity; (c) harvesting or otherwise collecting information about users or Merchants, including email addresses and phone numbers; (d) without express written permission from Acquire, using or attempt to use any engine, software, tool, agent, or other device or mechanism (including without limitation browsers, spiders, robots, avatars, or intelligent agents) to harvest or otherwise collect information from the Service for any use; (e) accessing content or data not intended for you, or logging into a server or account that you are not authorized to access; (f) attempting to probe, scan, or test the vulnerability of the Service, or any associated system or network, or breaching security or authentication measures without proper authorization; (g) interfering or attempt to interfere with the use of the Service by any other user, host, or network, including (without limitation) by submitting malware or exploiting software vulnerabilities; (h) forging, modifying, or falsifying any network packet or protocol header or metadata in any connection with, or transmission to, the Service (for example, SMTP email headers, HTTP headers, or Internet Protocol packet headers); (i) attempting to modify, reverse-engineer, decompile, disassemble, or otherwise reduce or attempt to reduce to a human-perceivable form any of the source code used by the Company Parties in providing the Service, including without limitation any fraudulent effort to modify software or any other technological mechanism for measuring the number of impressions generated by individual content and/or the overall Service to determine and/or audit advertising revenues and payments, if applicable; or (j) creating additional accounts to promote your (or another's) business, or causing others to do so.
Opinions, advice, statements, or other information made available through the Service by third parties, such as Merchants and other users, are those of their respective authors, and should not necessarily be relied upon. Those authors are solely responsible for their content. Acquire does not guarantee the accuracy, completeness, or usefulness of any third-party information in any Shop or otherwise accessible on or through the Service and will not be responsible for any loss or damage resulting from your reliance on third-party information.
The Service may be linked with the services of third parties ("Third-Party Services"), such as Merchants and their payment processors, some of whom may have established relationships with Acquire and some of whom do not. Acquire does not have control over the content and performance of Third-Party Services. Acquire has not reviewed, and cannot review or control, all of the material, including computer software or other goods or services, made available on Third-Party Services. Accordingly, Acquire does not represent, warrant, or endorse any Third-Party Services, or the accuracy, currency, content, fitness, lawfulness, or quality of the information, material, goods, or services available through Third-Party Services.
Acquire, the Acquire logo, Acquire’s website domain(s), and all content and other materials available through the Service, exclusive of Merchant content or your Content, (collectively, the "Company IP") are trademarks, copyrights, and intellectual property of and owned by Acquire or its licensors and suppliers. Neither your use of the Service nor this Agreement grant you any right, title, or interest in, or any license to reproduce or otherwise use, the Company IP. You agree that any goodwill in the Company IP generated as a result of your use of the Service will inure to the benefit of Acquire, and you agree to assign, and do assign, all such goodwill to Acquire. You shall not at any time, nor shall you assist others to, challenge Acquire’s right, title, or interest in, or the validity of, the Company IP.
This section governs any dispute between you and us, and how that dispute will be legally resolved, if necessary. Remember, these dispute resolution provisions only apply to disputes between Acquire and you, and not to disputes between you and the Merchant, which are governed by the Merchant’s terms and conditions.
Prior to instituting any legal action, you agree to contact us at [email protected] to notify us of any dispute and give us an opportunity to make things right.
This Agreement shall be governed by and construed in accordance with the laws of California without regard to its conflict of law principles.
Subject to and without waiving the arbitration agreement below, the proper venue for any judicial action arising out of, relating to, or in connection with this Agreement will be the state and federal courts located in San Francisco, California (a “Court of Competent Jurisdiction”). You and Acquire stipulate to, and agree to waive any objection to, the personal jurisdiction and venue of such courts and submit to extraterritorial service of process.
If you and Acquire cannot resolve a dispute or other claim through negotiations, the dispute or claim shall be finally and exclusively resolved by binding arbitration. This arbitration agreement is reciprocal, and any election to arbitrate by one party shall be final and binding on the other(s). The language in this Agreement shall be interpreted in accordance with its fair meaning and not strictly for or against either party. The Federal Arbitration Act governs the interpretation and enforcement of this agreement to arbitrate.
The arbitration shall be commenced and conducted through JAMS (www.jamsadr.com) under the Streamlined Rules, as modified by this agreement to arbitrate. All remedies available to the parties under applicable federal, state or local laws shall remain available in arbitration. The parties shall each participate in the selection of a neutral arbitrator pursuant to the Streamlined Rules. Unless you and the Acquire agree otherwise in writing, the final arbitration hearing shall take place in person at the JAMS facility located in or nearest to your city of residence. If you initiate arbitration against Acquire, you will be required to pay an initial fee of $250 (unless you qualify for a waiver), and all other arbitration costs (including any remaining JAMS Case Management Fee and all professional fees for the arbitrator's services) shall be paid as determined by the arbitrator. If Acquire initiates arbitration against you, Acquire shall pay all costs associated with the arbitration. If JAMS is unavailable to arbitrate a dispute or claim, you and Acquire agree to arbitrate using an alternative arbitral forum. Regardless of the outcome of the arbitration, you and Acquire will each pay your own attorneys' fees and costs unless an award of attorneys' fees is available under applicable statute. The arbitrator's award will consist of a written statement stating the disposition of each Claim. The award will also provide a concise written statement of the essential findings and conclusions on which the award is based. The arbitrator must follow applicable law, and any award may be challenged if the arbitrator fails to do so. Either party may litigate to compel arbitration in a Court of Competent Jurisdiction, to stay proceedings pending arbitration, or to modify, confirm, vacate, or enter judgment on the award entered by the arbitrator.
You acknowledge that without this provision, you would have the right to sue in court with a jury trial.
You and Acquire agree that any arbitration or other legal action shall be limited to the two of us as parties, and any joinder of other parties is not allowed. This means that you cannot participate in any sort of representative proceeding against Acquire, including as a plaintiff or class member in any purported class action.
Even though we are agreeing to arbitration, You and Acquire will both be allowed to seek relief from a Court of Competent Jurisdiction in aid of arbitration. For example, a court proceeding would be allowed to stay a court action, compel arbitration, confirm an arbitration award, or seek injunctive relief, whether temporary or permanent.
You knowingly and freely assume all risk when using the Service. You, on behalf of yourself, your personal representatives, and your heirs, voluntarily agree to release, waive, discharge, hold harmless, defend, and indemnify Acquire and its owners, officers, directors, employees, agents, affiliates, consultants, representatives, sublicensees, successors, and assigns from any and all claims, actions, or losses for bodily injury, property damage, wrongful death, emotional distress, loss of privacy, or other damages or harm, whether to you or to third parties, that may result from your use of the Service.
TO THE FULLEST EXTENT PERMITTED BY LAW, ACQUIRE, ON BEHALF OF ITSELF AND ITS LICENSORS AND SUPPLIERS, EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE SERVICE, ARISING BY OPERATION OF LAW OR OTHERWISE, INCLUDING WITHOUT LIMITATION ANY AND ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT IN ADDITION TO ANY WARRANTIES ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE PRACTICE. NEITHER ACQUIRE NOR ITS LICENSORS OR SUPPLIERS WARRANTS THAT THE SERVICE WILL MEET YOUR REQUIREMENTS, OR THAT THE OPERATION OF THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE. ACQUIRE DISCLAIMS ALL IMPLIED LIABILITY FOR DAMAGES ARISING OUT OF THE FURNISHING OF THE SERVICE PURSUANT TO THIS AGREEMENT.
TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT SHALL ACQUIRE OR ITS LICENSORS OR SUPPLIERS BE LIABLE TO YOU FOR ANY CLAIMS ARISING FROM YOUR USE OF THE SERVICE, INCLUDING WITHOUT LIMITATION FOR SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, LOST PROFITS, LOST DATA OR CONFIDENTIAL OR OTHER INFORMATION, LOSS OF PRIVACY, COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, FAILURE TO MEET ANY DUTY INCLUDING WITHOUT LIMITATION OF GOOD FAITH OR OF REASONABLE CARE, NEGLIGENCE, OR OTHERWISE, REGARDLESS OF THE FORESEEABILITY OF THOSE DAMAGES. THIS LIMITATION SHALL APPLY REGARDLESS OF WHETHER THE DAMAGES ARISE OUT OF BREACH OF CONTRACT, TORT, OR ANY OTHER LEGAL THEORY OR FORM OF ACTION. YOU AGREE THAT THIS LIMITATION OF LIABILITY REPRESENTS A REASONABLE ALLOCATION OF RISK AND IS A FUNDAMENTAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN ACQUIRE AND YOU. THE SERVICE WOULD NOT BE PROVIDED WITHOUT SUCH LIMITATIONS.
Some jurisdictions may not allow the exclusion of certain implied warranties or the limitation of certain damages, so some of the above disclaimers, waivers, and limitations of liability may not apply to you. Acquire’s licensors and suppliers are intended third-party beneficiaries of these disclaimers, waivers, and limitations. No advice or information, whether oral or written, obtained by you through the Service or otherwise shall alter any of the disclaimers or limitations stated in this section.
Entire Agreement. This Agreement constitutes the entire agreement between Acquire and you concerning your use of the Service.
Partial Invalidity. Should any part of this Agreement be declared invalid, void, or unenforceable by a Court of Competent Jurisdiction, such decision shall not affect the validity of any remaining portion of this Agreement, which shall remain in full force and effect, and the parties acknowledge and agree that they would have executed the remaining portion without including the part so declared by a Court of Competent Jurisdiction to be invalid, void, or unenforceable.
Amendments. This Agreement may only be modified by a written amendment signed by an authorized executive of Acquire, or by the unilateral amendment of this Agreement by Acquire along with the posting by Acquire of that amended version, as explained more fully in Section 12.
No Waiver. A waiver by either party of any term or condition of this Agreement, or any breach, in any one instance, will not waive that term or condition or any later breach.
Assignment. This Agreement and all of your rights and obligations under it will not be assignable or transferable by you without the prior written consent of Acquire. This Agreement will be binding upon and will inure to the benefit of the parties, their successors, and permitted assigns.
Independent Contractors. You and Acquire are independent contractors, and no agency, partnership, joint venture, or employee-employer relationship is intended or created by this Agreement.
Third Party Beneficiaries. Except where expressly stated herein, there are no third-party beneficiaries to this Agreement.
Headings. The headings in this Agreement are for convenience only and shall have no legal or contractual effect.