This is an agreement between you (“you” or “your”) and Sidewalk Inc., a Delaware corporation (“Sidewalk,” “we,” or “our”) that governs your use of the getsidewalk.com website and the services offered through the website (“Site”) and the Sidewalk Technology (as defined below). When you access or use the Site and the Sidewalk Technology in any way you agree to be legally bound by these Terms and Conditions (“Terms”).
We may change the Terms and the Site without notice, and you are responsible for checking these Terms periodically for revisions. All amended Terms are effective upon our posting to the Site, and any use of the site after such revisions have been posted signifies your consent to the changes.
Sidewalk communicates information provided by third parties. Sidewalk has no control over the accuracy of such information (including any merchant data), and thus it may include technical inaccuracies or typographical errors. Sidewalk has no control over or liability for the content, privacy or security of any third-party websites linked to from the Site. We make no guarantees, nor can we be responsible for any such information, content, or services, including their safety, quality, copyright compliance or legality, or any resulting loss or damage. The Site and the Sidewalk Technology, as well as all information and content provided on or through the foregoing, are provided as is and without any representations or warranties, whether express or implied, including any warranties of accuracy, non-infringement, merchantability or fitness for a particular purpose.
Sidewalk grants you a non-exclusive, non-transferable license to access and use the Site and Sidewalk Technology for your internal business purposes of discovering, researching, or enhancing merchant data in connection with an Internet property previously approved by Sidewalk that complies with these Terms. You may not resell or grant third-party access to the Sidewalk Technology or the Site. All worldwide intellectual property rights, including any copyrights and patent rights, in the Site and the Sidewalk Technology are exclusively owned by Sidewalk. All copyrights and trademark rights in the merchant data are owned by Sidewalk and/or its licensors. All trademarks are the property of their respective owners. You may not modify, reverse engineer, decompile or attempt to derive the source code for the Sidewalk Technology. You may not modify merchant data or create your own without Sidewalk's prior written consent. You may not copy, republish, redistribute or otherwise use any merchant data except as expressly provided in these Terms. You may not use the Sidewalk Technology in connection with an Internet property that contains, promotes or links to defamatory, infringing, illegal, hateful, sexually explicit or otherwise harmful or offensive content or content that violates the privacy, publicity or other rights of any third party, nor may you provide any content that contains, promotes or links to the foregoing. You may not interfere with or disrupt the proper functioning of the Site or the Sidewalk Technology, nor threaten, harm or violate the rights of any other users of the Site or Sidewalk Technology. If you violate the terms of this paragraph, Sidewalk may terminate your account with or without notice.
Your use of Sidewalk is at your sole risk. The service is provided on an “as is” and “as available” basis. You understand that Sidewalk uses third party vendors and hosting partners to provide the necessary hardware, software, networking, storage, and related technology required to run the service. You shall not use manual or automated software, devices, scripts robots, other means or processes to access, "scrape," "crawl" or "spider" any content or web pages or screen contained in or generated by or relating to the service. Sidewalk does not warrant that (i) the service will meet your specific requirements, (ii) the service will be uninterrupted, timely, secure, or error- free, (iii) the results that may be obtained from the use of the service will be accurate, timely or reliable, (iv) the quality of any products, services, information, or other material purchased or obtained by you through the service will meet your expectations, or (v) any errors will be corrected.
“Sidewalk Technology” means computer programs, works of authorship, know how, processes, data, technical specifications, APIs, plugins, information, tables and all improvements, derivative works, updates, fixes and new releases thereof which are used by Sidewalk to provide merchant data. Support inquiries should be directed to email@example.com
All content available through the Service, regardless of whether it is content created by Sidewalk or third party content, is protected by applicable copyright and other intellectual property protection laws.
If you are a copyright owner or an agent thereof and believe that any third-party content made available by Sidewalk infringes upon your copyrights, you may submit a notification pursuant to the Digital Millennium Copyright Act (“DMCA”) by providing our Copyright Agent with the following information in writing (see 17 U.S.C § 512(c)(3) for further detail): (1) a physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; (2) identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works are covered by a single notification, a representative list of such works at those locations; (3) identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled and information reasonably sufficient to permit Sidewalk to locate the material; (4) information reasonably sufficient to permit us to contact you, such as an address, telephone number, and, if available, an electronic mail address; (5) a statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and (6) a statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed. Sidewalk’s designated Copyright Agent to receive notifications of claimed infringement is Copyright Agent, e-mail: firstname.lastname@example.org, address: 340 South Lemon Ave., #1461N, Walnut, CA 91789. You acknowledge that if you fail to comply with all of the requirements of this Section, your DMCA notice may not be valid.
Sidewalk has a policy of terminating the account of, or denying access or use of the Site to, in its sole and absolute discretion, any user who repeatedly infringes the copyrights or other intellectual property rights of others. Sidewalk reserves the right, in its sole and absolute discretion, to suspend or terminate the account of any user who infringes the intellectual property rights of Sidewalk or others, and/or to remove, delete, edit or disable access to such person's content. Sidewalk shall have no liability for any action taken pursuant to this Section.
You agree not to redistribute, reproduce, duplicate, copy, sell, or resell any portion of the Service, or share or sublicense use the Service or access to the Service, without the prior written consent of Sidewalk. Downloading and storing data for purposes of replicating Sidewalk’s data, is strictly prohibited. Data is confidential and proprietary to Sidewalk and is protected by copyright and other intellectual property laws.
In addition, either party may terminate these Terms at anytime for any reason whatsoever. The indemnity, limitation of liability, fee payment and all other provisions of these Terms that, by their nature, are intended to survive any termination of these Terms, shall do so.
You shall indemnify and hold Sidewalk and its owners, directors, officers, members, employees, and agents harmless from all claims, costs damages and liabilities (including, without limitation, reasonable attorneys' fees) caused by your use of the Site or Sidewalk Technology, by your business activities, Internet property or any content, products or services furnished by you.
Sidewalk shall not be liable to you for indirect, incidental, consequential, special or exemplary damages arising from the breach of this Agreement or the Site or Sidewalk Technology, including but not limited to loss of revenue or anticipated profits or lost business. In addition, Sidewalk shall not be liable to you for any other damages even if a remedy fails of its essential purpose. Some jurisdictions do not allow the disclaimer of warranties or exclusion of damages, so these provisions will not apply to you to the extent prohibited by law. Sidewalk shall also have no liability for failures or interruptions in the Internet, networks or systems, acts or omissions of third parties and other factors beyond its reasonable control.
This Agreement supersedes any and all prior agreements or understandings between the parties, whether written or oral. Sidewalk and Site users are independent contractors, and no agency, employment or partner relationship exists between Sidewalk and any of these other persons.
This Agreement shall be governed by the laws of the State of Delaware without reference to principles of conflicts of laws.
All Orders placed by you will be governed by these Terms. By accessing or using any of the Services, you agree to be bound by these Terms.
You agree to pay Sidewalk all fees set forth in each Order or otherwise specified ("Fees"). All Fees will be billed as indicated. Fees will be due and payable in advance, on or before the date you first submit an Order (“Effective Date”), and again on or before the completion of each subsequent order. You grant Sidewalk the right to charge the credit card or debit the bank account provided to Sidewalk for all Fees incurred. All Fees will be non-refundable once paid to Sidewalk (including upon any termination or suspension of this Agreement). You are responsible for all use, sales, and other taxes imposed on the Services provided. In the event you fail to pay any Fees when due, you agree to reimburse Sidewalk for all collection costs, including collection agency costs and attorneys' fees. Prices for all services, including but not limited to plan fees, are subject to change. Such notice may be provided at any time by posting the changes to the Sidewalk website.