“Ashley”, “We”, “Us”, or “Our” means Ashley Furniture Industries, Inc., on behalf of itself and its subsidiaries and affiliates. “Features” means any Ashley application programming interface (“API”) offerings, software development kits, Ashley Sites, available Ashley services, and any other materials, tools, and systems provided or made available to You as part of a Program or through the Portal. “Content” means the data made available by or on behalf of Us to You through a Feature or other interaction. “Application” means any application, website, interface, or other communication method You develop or use to interact with Ashley, a Program, the Portal, or any Feature or Content. “Portal” means the http://developer.ashleyfurniture.com website. “Program” means the Ashley Developers Program. “Ashley Sites” means ashleyfurniture.com, ashleyfurniturehomestore.com and all affiliated websites that are operated by or on behalf of Ashley or its affiliates.
1. ELIGIBILITY AND AUTHORIZATION
Participation is not targeted towards, nor intended for use by, anyone under the age of 18. By Participating, You represent and warrant that You and Your users (“Your Users”) are 18 years of age or older. If You or Your Users are not at least 18 years of age, do not Participate. In the event We become aware You or Your Users are under 18, We will terminate Your registration. By Participating, you are representing and warranting that you have the authority to bind the entity, person, or company you represent or act as agent for by your actions.
In order to Participate, You are required to register and establish user identification credentials with a password (“Registration Information”), and for certain uses, You may be provided and required to use confidential security keys or identifiers (“Keys”). You agree to provide Us with accurate and complete Registration Information, and to inform Us immediately of any updates or other changes to such information. We may reject, terminate, or modify Your registration or Participation at any time for any reason, in Our sole discretion and without notice, and You agree to promptly take all appropriate measures to effectuate any such action We take.
You shall be responsible for maintaining the confidentiality of Your Registration Information and any Keys, and You are fully responsible for all activities that occur pursuant to access with Your Registration Information and the Keys provided, whether or not You authorize such activities. You agree to immediately notify Us of any unauthorized use of Your Registration Information or Keys of which You become aware. Notice of unauthorized use will not relieve You of responsibility for activities that occur as a result of such unauthorized use.
a. Security incidents and response. Notwithstanding any other legal obligations You may have, You agree to immediately notify Us by email upon Your discovery of any incident of a security breach or possible compromise of systems or security mechanisms relating to Us or in any way possibly impacting Us. You agree to use commercially reasonable efforts to notify Us of Your detection of such an incident within forty-eight (48) hours of detection.
b. Security precautions. You agree to adhere at all times to industry best security practices, as specified in current industry literature on topics relevant to Your Participation.
c. Security Requirements. You shall not violate the security or integrity of any network, computer or communications system, software application, or network or computing device (each, a “System”), whether related to a Program, the Portal, a Feature, any Content, Ashley in general, or otherwise. Prohibited activities include (i) unauthorized access or use of any System, or breach of any security or authentication measures used by a System, (ii) interception or monitoring of data or traffic on a System without authority or permission, (iii) falsification of origin, forging tcp-ip packet headers, e-mail headers, or any part of a message describing its origin or route, and (iv) monitoring or crawling of a System so that it either cannot respond to legitimate traffic or responds so slowly that it becomes ineffective, including flooding techniques.
5. USE OF THE PORTAL, PROGRAMS, FEATURES, AND CONTENT
• incorporate a Feature into Your Application to facilitate interaction with Us by You or Your Users, including, if applicable, the retrieval or provision of Content to or from Us; and
• Rearrange, reorganize, display, or otherwise represent Content within Your Application to enhance Your or Your Users’ interactions with Us.
To the extent branding or attribution is required and provided as part of any Feature, such branding or attribution shall not be altered, obscured, removed, or otherwise modified. Branding and attribution requirements, if applicable, will either be documented within the “Overview” section of each Feature on the Portal or otherwise made clear and conspicuous. Any documented attribution and utilization of open source libraries within the Features should also be appropriately attributed within Your Application.
c. Content. You represent and warrant that Your collection, storage, transmission and use of any and all Content has complied and will comply with Our privacy policies, applicable laws, and the instructions of Your Users. You may display and use Publicly Available Content solely to promote Us and Our products in Your Application. “Publicly Available Content” means any Content which is available to the general public without registration or the use of a password on an Ashley Site (such as store location information), except for third party material. You will maintain and not obscure, remove, or alter, any notices or links to policies or terms that are included or provided with any Content when displaying or using the Content. You will not frame (divide the browser display area into separate sections, each of which constitutes a different web page) any web page provided by Us without Our prior approval.
d. Personal Information. Your Participation may allow You to collect Personal Information from third parties. “Personal Information” means any information pertaining to a directly or indirectly identifiable individual. It may include information that You collect directly from users in connection with Your Application and information that is included in the Content, or that You otherwise receive from Us about Your Users. You agree that:
• Unless collected from Your Users outside of and unrelated to Your Participation, You will delete Personal Information when it is no longer necessary for Your performance generally or for Your Users, and specifically when You cease Participating; and
• You will not collect or store, under any circumstances, user IDs and passwords of visitors to Ashley Sites.
You agree that at all times, Your Application and Participation will comply with all applicable laws, regulations, and best practices, including those concerning privacy, data protection, and user identity.
e. API Call Limitations. The number of API calls You will be permitted to make during any given period may be limited. Ashley will determine call limits based on various factors, including the ways Your Application may be used or the anticipated volume of use associated with Your Application. Ashley may, in its sole discretion, charge You for API calls that exceed the call limits or terminate Your access to the API. Unused API calls will not roll over to the next day or month, as applicable.
6. RESTRICTIONS ON RIGHTS TO USE
• distribute, publish, or allow access or linking to the Portal, Content, or Features from any location or source other than Your Application;
• remove any copyright, trademark, attribution, or other proprietary rights notice contained in or on the Portal, Content, or Features;
• use any robot, spider, site search/retrieval application, or other device to retrieve or index any portion of the Portal, Content, or Features;
• reformat or frame any portion of any Portal web pages;
• take any action that imposes, or may impose, as determined in Our sole discretion, an unreasonable or disproportionately large load on the Portal or the IT infrastructure used to operate and make the Portal available;
• transmit or upload any item containing or embodying any virus, worm, defect, Trojan horse, software bomb or other feature designed to damage or degrade in any manner the performance of the Portal, any other website, or any computer or other device or System, or the enjoyment of the Portal by any user;
• use the Portal, Content, or Features to violate the security of or to gain unauthorized access to any computer or computer network or other device or System (including unauthorized attempts to discover passwords or security encryption codes);
• use the Portal, Content, Features, or any Program, intentionally or unintentionally, to violate any applicable local, state, federal, or international law;
• submit or display through Your Participation any content that is unlawful or facilitates, constitutes, promotes, or encourages illegal activity; or otherwise through Your Participation transfer or store illegal, threatening, or obscene material;
• submit or display any content that falsely states or implies that such content is sponsored or endorsed by Us;
• create user accounts by automated means or under false or fraudulent pretenses;
• create or transmit to other users unsolicited electronic communications, such as spam, or otherwise interfere with other users’ Participation; or
• collect any information about other users (including usernames and/or email addresses).
You hereby grant Us and our subcontractors a perpetual, universal, non-exclusive, royalty-free right to copy, display, modify, transmit, make derivative works of, and distribute any information or content You provide, post, upload, disclose, or otherwise transmit to Us or through a Program and/or the Portal, for the purpose of interacting with You and Your Users, subject to limitations imposed by applicable laws and regulations. You represent and warrant to Us that You have the right, as owner, licensee, or authorized agent to make such information and content available to Us.
You are solely responsible for any copyright violations You may incur as a result of Your Participation. If You believe anything in the Portal or on an Ashley Site infringes on the work of another, or You have a claim under the Digital Millennium Copyright Act, You agree to send the following materials to Us at the contact information listed below:
• a description and copy of the copyrighted work You claim has been infringed;
• a description of where the material You claim is infringing is located;
• Your address, telephone number, and email address;
• a statement by You that You have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law;
• a statement by You, made under penalty of perjury, that the above information in Your Notice is accurate and that You are the copyright owner or authorized to act on the copyright owner’s behalf; and
• the physical, notarized signature of the person authorized to act on behalf of the owner of the copyright interest on the document(s) comprising the statements described in the preceding two bullets.
The above notice for claims of infringement should be addressed to:
Ashley Furniture Industries, Inc.
One Ashley Way
Arcadia, WI 54612
Attn: General Counsel
8. MONITORING AND ENFORCEMENT
As between You and Us, We retain all rights, title, and interest in and to all Programs, the Portal, any Content, Features, Ashley Sites, Ashley Marks, and any and all services or property provided or made available by or on behalf of Us, including all improvements or modifications thereof, and all derivative works based thereon. As between You and Us, You retain all rights, title, and interest in and to Your Application, excluding any portions thereof that incorporate or are based on the aforementioned Ashley properties.
Any trademarks, service marks, and other marks and indicators of source or origin that are displayed on the Portal or Ashley Sites are Our property or the property of Our respective licensors, as applicable. None of such marks may be used in connection with any other product or service, in any manner that is likely to cause confusion among consumers, or to disparage or discredit the owner of such mark or its affiliates. Any trademarks of third parties that appear on the Portal may or may not be affiliated with, connected to, or sponsored by Us. You may not use, copy, modify, or display any of the trademarks, service marks, names, or logos appearing on the Portal without the express written permission of the trademark owner.
In no event will We be precluded from discussing, reviewing, developing, having developed, acquiring, or licensing, as well as marketing and distributing, materials which are competitive with Your Application or other products or services provided by You, irrespective of their similarity to Your current products or products that You may develop.
10. LINKS TO THIRD PARTY SITES
We may display on the Portal links to third party sites. We are not responsible for the content of such links or pages, nor any materials relating thereto or contained therein, and Our display of the same does not constitute Our endorsement. IN NO EVENT WILL WE BE LIABLE, DIRECTLY OR INDIRECTLY, TO ANYONE FOR ANY DAMAGE OR LOSS ARISING FROM OR RELATING TO ANY USE, CONTINUED USE OR RELIANCE ON ANY LINKED THIRD-PARTY SITE, OR ANY LINK CONTAINED IN A LINKED SITE.
YOU EXPRESSLY AGREE THAT YOUR PARTICIPATION, INCLUDING WITHOUT LIMITATION, YOUR USE OF THE PORTAL OR ANY PROGRAM, CONTENT, INFORMATION, ADVICE, SERVICES, PRODUCTS, FEATURES, ASHLEY SITES, OR OTHER MATERIALS MADE AVAILABLE BY OR ON BEHALF OF US, IS ENTIRELY AT YOUR OWN RISK, AND THAT ALL SUCH INFORMATION AND MATERIALS ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. TO THE FULL EXTENT PERMISSIBLE BY APPLICABLE LAW, WE MAKE NO, AND HEREBY DISCLAIM ALL, REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE AVAILABILITY, SECURITY, OPERATION, RELIABILITY, AND/OR USE OF SUCH ITEMS, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT AND IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE. IN ADDITION, WE DO NOT REPRESENT OR WARRANT THAT SUCH ITEMS ARE ACCURATE, COMPLETE, OR CURRENT, AND WE ARE NOT RESPONSIBLE FOR ANY ERRORS OR OMISSIONS THEREIN OR FOR ANY ADVERSE CONSEQUENCES RESULTING FROM USE OF, INABILITY TO USE, OR RELIANCE ON ANY ASPECT OF THE SAME. FURTHER, WE MAKE NO REPRESENTATIONS AND WARRANTIES THAT THE PORTAL OR YOUR PARTICIPATION WILL BE UNINTERRUPTED, SECURE, OR FREE OF ERRORS, VIRUSES, OR OTHER HARMFUL COMPONENTS. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY ANYONE FROM US OR THE PORTAL SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN. WE RESERVE THE RIGHT TO REFUSE OR CANCEL ANY REQUESTS OR ORDERS PLACED FOR INFORMATION, PRODUCTS, OR SERVICES.
WE DO NOT ENDORSE OR RECOMMEND ANY APPLICATIONS AND WE DO NOT ENDORSE THE VIEWS, PRODUCTS, OR SERVICES OF ANY APPLICATION OFFERS. WE ARE NOT RESPONSIBLE FOR THE AVAILABILITY OR CONTENT OF ANY APPLICATION.
12. LIMITATION ON LIABILITY
IN NO EVENT SHALL WE OR ANY OF OUR RESPECTIVE SHAREHOLDERS, DIRECTORS, OFFICERS, MEMBERS, MANAGERS, EMPLOYEES, AGENTS, OR REPRESENTATIVES, BE LIABLE TO YOU OR ANY THIRD PARTY FOR DAMAGES OF ANY KIND (INCLUDING BUT NOT LIMITED TO, ANY DIRECT, INDIRECT, SPECIAL, PUNITIVE, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OR DAMAGES FOR LOSS OF PROFITS, GOODWILL OR REVENUE, BUSINESS INTERRUPTION, OR LOSS OF DATA) ARISING OUT OF THE USE OF, ACCESS TO, RELIANCE ON, UNAVAILABILITY OF, INABILITY TO USE, OR IMPROPER USE OF THE PORTAL OR ANY FEATURES, CONTENT, PROGRAM, ASHLEY SITE, OR ANY OTHER INFORMATION, SERVICES OR MATERIALS PROVIDED BY OR ON BEHALF OF US OR RELATED TO YOUR PARTICIPATION, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, OR OTHERWISE. IN ANY EVENT, OUR RESPECTIVE TOTAL MAXIMUM LIABILITY IN RESPECT OF YOUR PARTICIPATION, THE PORTAL, ANY FEATURES, CONTENT, PROGRAM, ASHLEY SITE, OR ANY OTHER INFORMATION, SERVICES OR MATERIALS PROVIDED BY OR ON BEHALF OF US, IN ANY MANNER WHATSOEVER, SHALL BE LIMITED TO ONE HUNDRED UNITED STATES DOLLARS ($100.00). THIS LIMITATION SHALL APPLY NOTWITHSTANDING ANY FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDY PROVIDED HEREIN.
14. CHOICE OF LAW, VENUE, AND DISPUTES
15. OTHER TERMS