1. Definitions

• "Agreement":these Terms and Conditions of Use of the Embedded Shops Service;
• "Guidelines": any rules governing the implementation and use of the Embedded Shops Service, as amended from time to time;
• "Materials": any documentation or other materials provided by Rocketshop to You in connection with the provision of the Embedded Shops Service;
• "Rocketshops Brand Features": the Rocketshop logo, the Rocketshop brand name, and any other images and/or text displayed within the Embedded Shops Service, or within Rocketshops from time to time;
• "Rocketshop": Rocketshop Studios, 17 Ryebridge Avenue, Kilcock, Co. KIldare, Ireland;
• "Embedded Shops Service":the Embedded Shops Service, which provides access via a single interface to a range of Shopping services;
• "Website": the website or mash-up or service that You own or operate, which is located at the URL You provide to Rocketshop, that makes use of the Embedded Shops Service.

2. GENERAL TERMS OF USE

1. Rocketshop reserves the right to modify the Embedded Shops Service from time to time, and without prior notice. We will make commercially reasonable efforts to maintain backwards compatibility for versions of the Embedded Shops Service, but cannot guarantee this.
2. Rocketshop further reserves the right to modify these Embedded Shops Service Terms of Use from time to time, and without prior notice. If we change the Terms, then we will provide notice by updating these Terms and posting them at http://www.Rocketshop.co/terms or another web site as Rocketshop may designate from time to time, or providing notice by email at the email address you specified when you signed up for the Embedded Shops Service. If You do not agree to these changes, then You must stop using the Embedded Shops Service. If You do not stop using the Embedded Shops Service, then Your use of the Embedded Shops Service will continue under the changed Terms.
3. You agree that Rocketshop has the right to monitor Your usage of the Embedded Shops Service, including traffic generated by You. This may include, for example, filtering to stop spam or increase security. These means may hinder or break Your use of the Embedded Shops Service.
4. We reserve the right to include advertising in the content served through the Embedded Shops Service. You will not intentionally omit or obscure such advertising when displaying such content to end users.
5. Rocketshop reserves the right, in its sole discretion, to determine whether Your use of the Embedded Shops Service is in accordance with the terms of this Agreement.

1. Use of the Embedded Shops Service is limited to 50,000 Shop deliveries per year. If your traffic requirement will exceed this limit, please contact Shoplic@Rocketshop.co.
2. You may access and use the Embedded Shops Service only as documented in the implementation guidelines or other relevant Materials.
3. You may not alter, block or remove any copyright notice, logos, digital watermarks, terms of use links or advertisements contained in or on the Shops, images or other components of the Embedded Shops Service.
4. You may not use or integrate any element of the Embedded Shops Service with another supplier’s Shopping related services.
5. The Embedded Shops Service may not be used in conjunction with any materials, Websites or applications that:
1. are obscene, indecent, pornographic, or harmful to or exploitative of minors; or are otherwise illegal, or that breach another individual’s right to privacy;
2. incite, advocate, or express hatred, bigotry, racism, or gratuitous violence;
3. are intended to threaten, stalk, defame, defraud, degrade, victimize, or intimidate an individual or group of individuals for any reason, including on the basis of age, gender, disability, ethnicity, sexual orientation, race, or religion, or to incite or encourage anyone else to do so;
4. transmit, sell, license or deliver any infringing, defamatory, offensive, or illegal products, services or materials;
5. email, transmit or upload viruses, worms, Trojan horses, or spam, or unsolicited messages or advertisements;
6. upload files that contain software or other materials in breach of any intellectual property rights;
7. impersonate anyone else or otherwise misrepresent Your identity or status;
8. collect and process others’ personal data;
9. violate local, state, federal or other applicable consumer privacy regulations; or
10. violate any applicable law or violate the rights of any third party (including, without limitation, rights of privacy or proprietary rights).

6. You may not use the Embedded Shops Service in ways that harm us or our affiliates or suppliers.
7. You may not use any unauthorized means to modify or reroute, or attempt to modify or reroute, the Embedded Shops Service.
8. You may not damage, disable, overburden, or impair the Embedded Shops Service (or the network(s) connected to the Embedded Shops Service) or interfere with anyone’s use and enjoyment of the Embedded Shops Service.
9. You may not sell, lease or sublicense access to the Embedded Shops Service.
10. You may not attempt to make a local non-cache copy, or help a third party attempt to make a local non-cache copy, of any content provided through the Embedded Shops Service.
11. You may not falsify or alter any unique referral identifier in, or assigned to, an application or Website, or otherwise obscure or alter the source of queries coming from an application or Website;
12. You may not use any automated process or service to access and/or use the Embedded Shops Service (such as a BOT, a spider, periodic caching of information provided through the Embedded Shops Service, or "meta-searching").
13. You may not attempt to gain unauthorized access to the Embedded Shops Service, other accounts, computer systems or networks connected to the Embedded Shops Service through hacking, password mining or any other means.
14. You may not obtain or attempt to obtain any materials or information related to the Embedded Shops Service not intentionally made available through the Embedded Shops Service by Rocketshop.

4. OWNERSHIP

1. You acknowledge and agree that Rocketshop owns, or is the licensee of, all rights and interests in the Embedded Shops Service, all underlying data and Intellectual Property, and the Rocketshops Brand Features.
2. Nothing in this Agreement shall confer on You any right of ownership in the Embedded Shops Service, or any underlying JavaScript, Shop data, other location data, or any other Intellectual Property. You shall not now or in the future contest the validity of the Rocketshops Brand Features.
3. You undertake not to, and shall not permit any third party to, reverse engineer the Embedded Shops Service, any of the XML or other calls made by the Embedded Shops Service, or any software or services provided by Rocketshop. You agree not to, and shall not permit or encourage any third party to copy, cache or retain any Shops, routes, images, or other data provided to You by Rocketshop as part of the Embedded Shops Service.
4. Without prejudice to any other rights or remedies that Rocketshops may have, You acknowledge and agree that if any of the Embedded Shops Services, the Materials, or Rocketshop's Confidential Information are used or disclosed (if applicable) other than in accordance with the terms of the Agreement, the award of damages may not be an adequate remedy and Rocketshop shall be entitled to seek injunctive or other equitable relief in respect of such breach.

5. YOUR RESPONSIBILITIES

1. You warrant that You shall use the Embedded Shops Service in accordance with the terms of this Agreement, and will implement the Embedded Shops Service as instructed in the Guidelines, and other Materials.
2. You will defend and indemnify Rocketshop and its subsidiaries and suppliers against any expense, claim or cost suffered by Rocketshop, including legal fees, losses (actual and consequential), judgments, or damages, as a result of any breach by You of the warranties contained in Clause 5.1, or of any of the Terms.

6. ROCKETSHOP MAKES NO WARRANTY; LIMITATIONS OF LIABILITY

1. Rocketshop provides the Embedded Shops Service “as-is,” “with all faults” and “as available.” Rocketshop does not guarantee the accuracy or timeliness of information available from the Embedded Shops Service. Your use of the Embedded Shops Service is at Your sole risk. Rocketshop gives no express warranties, guarantees or conditions. You may have additional consumer rights under your local laws that this Agreement cannot change. Rocketshop excludes any implied warranties including those of merchantability, fitness for a particular purpose, workmanlike effort, title and non-infringement.
2. Rocketshop and/or its respective suppliers make no representations about the suitability, reliability, availability, timeliness, lack of viruses or other harmful components related to the Embedded Shops Service.
3. You understand and agree that Rocketshop and/or its suppliers shall not be liable to You for any direct, indirect, punitive, incidental, special consequential damages or any damages whatsoever including, without limitation damages for loss of use, data or profits, arising out of or in any way connected with the use or performance of the Embedded Shops Service, with delay or inability to use the Embedded Shops Service, the provision or failure to provide the Embedded Shops Service or for any information, content or services related graphics obtained through the Embedded Shops Service, whether based on contract, tort, negligence, strict liability or otherwise, even if Rocketshop or any of its suppliers has been advised of the possibility of damages. Because some states/jurisdictions do not allow the exclusion or limitation of liability for consequential or incidental damages, the above limitation may not apply to You.
4. Each provision of this Clause 6 excluding or limiting liability shall be construed separately, applying and surviving even if for any reason one or other of these provisions is held inapplicable or unenforceable in any circumstances and shall remain in force notwithstanding the expiration or termination of this Agreement.

7. TERM AND TERMINATION

1. The Agreement shall commence on the date upon which You first use the Embedded Shops Service, and shall continue until terminated by either party.
2. Rocketshop reserves the right to terminate or discontinue this Agreement and Your use of the Embedded Shops Service at any time, without notice.
3. Rocketshop may suspend the operation of the Embedded Shops Service for repair or maintenance work or in order to update or upgrade the contents or functionality of the Embedded Shops Service from time to time. Access to or use of the Embedded Shops Service or any pages linked to it will be not necessarily be uninterrupted or error free.
4. Rocketshop shall be entitled to terminate this Agreement forthwith with immediate effect in the event that any act or omission by You, at Rocketshop's sole discretion, results in damage to Rocketshop or any of its Affiliates or suppliers or brings Rocketshop or any of its Affiliates or suppliers into disrepute, whether in relation to the Embedded Shops Service or otherwise.
5. You may terminate this Agreement at any time by ceasing to use the Embedded Shops Service.
6. In the event of the termination of this Agreement, You agree to:
• 1. cease using the Embedded Shops Service immediately; and
• 2. destroy or return to Rocketshop (as Rocketshop shall direct) the Materials, and remove Rocketshops links, JavaScript and other content from Your Website, within 5 days of termination.
7. Any termination of this Agreement (howsoever occasioned) shall not affect any accrued rights or liabilities of either party nor shall it affect the coming into force or the continuance in force of any provision hereof which is expressly or by implication intended to come into, or continue in, force on or after such termination.
8. Clauses 1, 2, 3, 4, 5, 6, 7, 8, and 10 shall survive expiration or termination of this Agreement.

8. PRIVACY

All access to and use of the Embedded Shops Service is subject to the data practices set forth in the Rocketshop Online Privacy Statement, which forms part of these Terms. You are responsible for providing end users with adequate notice of the privacy practices applicable to the embedded Shops on your site. In the event that Rocketshops is sold to a third party, You agree that any personal information Rocketshops holds may be transferred to that third party.

9. NOTICES AND CONSENT REGARDING ELECTRONIC INFORMATION

1. This Agreement is in electronic form. There may be other information regarding the Embedded Shops Service that the law requires us to send You. We may send You this information in electronic form. You have the right to withdraw this consent, but if You do, we may cancel Your use of the Embedded Shops Service. We may provide required information to You:
1. by e-mail at the e-mail address You specified when You signed up for the Embedded Shops Service; or
2. by updating these Terms and posting them at http://www.Rocketshop.co/terms or another web site as Rocketshop may designate from time to time.
2. Notices provided to You via e-mail will be deemed given and received on the transmission date of the e-mail. As long as You can access and use the Embedded Shops Service, You have the necessary software and hardware to receive these notices. If You do not consent to receive any notices electronically, You must stop using the Embedded Shops Service.
3. Any notice from You should be sent electronically to: Shoplic@Rocketshop.co.

10. GENERAL

1. A failure to exercise or delay in exercising a right or remedy under this Agreement shall not constitute a waiver of that right or any other right or remedy. A waiver of a breach of this Agreement does not constitute a waiver of any other breach of this Agreement. The rights and remedies contained in this Agreement are cumulative and not exclusive of any rights or remedies provided by law.
2. The invalidity, illegality or unenforceability of any provision of this Agreement shall not affect or impact the continuation in force of the remainder of this Agreement.
3. Nothing in this Agreement shall be construed as creating a partnership or joint venture of any kind between the parties or as constituting either party as the agent of the other and neither party shall have the authority or power to bind the other or to contract in the name of or create a liability against the other party in any way.
4. This Agreement may be executed in any number of counterparts each of which when executed and delivered shall be an original but all the counterparts together shall constitute one and the same instrument.
5. Each party undertakes with the other to do all things reasonably within its power which are necessary or desirable to give effect to the spirit and intent of this Agreement.
6. Save as otherwise provided in this Agreement, a person who is not a party to it has no right under the Agreement to rely upon or enforce any term of this Agreement.
7. This Agreement, and the documents referred to in it, constitutes the entire agreement and understanding of the parties and supersedes any previous agreement between the parties relating to the subject matter of this Agreement.

11. LAW AND JURISDICTION

Irish state law governs the interpretation of this Agreement and applies to claims for breach of it, regardless of conflict of laws principles. All other claims, including claims regarding consumer protection laws, unfair competition laws, and in tort, will be subject to the laws of the country to which we direct the Embedded Shops Service. You and we irrevocably consent to the exclusive jurisdiction and venue of the state or federal courts in Dublin, Ireland for all disputes arising out of or relating to this Agreement.