+SHOPKEEPER PROGRAM IP LICENSE

Last updated: Nov 26, 2023

This IP License details the terms of the IP License for your +Shopkeeper Site within the framework of your affiliate marketing relationship with MarketNation Inc.

This License governs your use of Program Content in connection with your participation in the +Shopkeepers Program. By accepting the Agreement, or by accessing or using the Program Content, including the proprietary application programming interfaces and other tools (collectively, the “PA API”) that permit you to access and use certain types of data, images, text, and other information and content relating to Products (“Product Advertising Content”) which we may make available to you, you agree to be bound by this License. 

1. Limited License to Program Content

Subject to the terms of the Agreement and solely for the limited purposes of participation in the +Shopkeepers Program in strict compliance with the Agreement (including this License and the other Program Policies), we hereby grant you a limited, revocable, non-transferable, non-sublicensable, non-exclusive, royalty-free license to: (a) copy and display Program Content solely on your +Shop; (b) use only those of the MarketNation Marks (as defined in the Trademark Guidelines) we make available to you as part of the Program Content, solely on your Site and in accordance with the Trademark Guidelines solely in accordance with the Specifications and this License.

You will use Program Content solely in accordance with the terms of the Agreement and within the express scope of the license granted herein. Without limiting the foregoing, you will (a) use Program Content solely to send end users and sales to a MarketNation +Shop and will not link any Program Content to, or in conjunction with any Program Content, direct traffic to any page of a site other than an +Shop Site and (b) link each use of the Program Content solely to the related Product detail page or other relevant page of a MarketNation +Shop and not to any other page.

The License will immediately and automatically terminate if at any time you do not timely comply with any obligation under the Program Documents (as defined in the Commission Income Statement), or otherwise upon termination of this Agreement. In addition, we may terminate the License in whole or in part upon written notice to you. You will promptly stop using the Program Content and promptly remove from your Site and delete or otherwise destroy all of the Program Content and MarketNation Marks with respect to which the License is terminated or as we may otherwise request from time to time.

2. Usage Requirements

(a) Description. Under this License, we may make available to you Program Content including the following: 

• Data, images, audio, video, logos, user interface designs, and other creative designs; and

• Textual materials, such as textual Product information. 

(b) Usage Requirements. You agree to comply with the following requirements:

i. You will use Product Content only in a lawful manner in accordance with and within the express scope of the terms of this License. You will not use Product Content with any site or application, or in any other manner, that does not have the principal purpose of advertising and marketing a MarketNation +Shop and driving sales of products and services on a MarketNation +Shop.

ii. You will comply with all pages, schedules, policies, guidelines, and other documents and materials, including all Specifications, referenced in this License and the Program Policies.

iii. You will link each use of Product Content to, and only to, the relevant page of a MarketNation +Shop (for example, the relevant Product detail page or other page to which particular Product Advertising Content most directly relates), and you will not link any Product Content to, or in conjunction with any Product Content direct traffic to, any page of a site other than a MarketNation +Shop.

(d) You will not, without our express prior written approval, use any Product Content on or in connection with any site or application designed or intended for use with a mobile phone or other handheld device. 

(e) You will not, without our express prior written approval, access or use Product Content for the purpose of aggregating, analyzing, extracting, or repurposing any Product Content or in connection with any software or other application intended for use by persons or entities that offer products on a MarketNation +Shop.

(f) You will not (i) interfere, or attempt to interfere, in any manner with the functionality or proper working of +Shop; (ii) compile or use Product Content for the purpose of direct marketing, spamming, unsolicited contacting of sellers or customers, or other advertising activities; or (iii) remove, obscure, alter, or make invisible, illegible, or indecipherable, any notice, including any notice of intellectual property or proprietary right, appearing on or contained within Product Content.

(g) You will not, and will not attempt to (i) modify, alter, tamper with, repair, or otherwise create derivative works of the Specifications or any software included in Product Content; or (ii) reverse engineer, disassemble, decompile (except to the extent such right cannot be excluded or limited by law and then only when our express permission has been sought and refused), or otherwise derive any source code of or relating to data or any software included in Product Content.

(h) You will not store or cache Product Content consisting of an image, but you may store a link to Product Content consisting of an image for up to 24 hours. 

3. Reservation of Rights; Your Submissions 

Other than the limited licenses expressly set forth herein, we reserve all right, title and interest (including all intellectual property and proprietary rights) in and to, and you do not, by virtue of this License or otherwise, acquire any ownership interest or rights in or to, the +Shopkeepers Program, link formats, Program Content, Data Feeds, Product Content, any domain name owned or operated by us, information and materials on any MarketNation +Shop or the +Shopkeepers +Shop, our and our affiliates’ trademarks and logos (including the MarketNation Marks), and any other intellectual property and technology that we provide or use in connection with the +Shopkeepers Program (including any application program interfaces, software development kits, libraries, sample code, and related materials).

If you provide us with suggestions, reviews, modifications, data, images, text, or other information relating to any Program Content or in connection with your participation in the +Shopkeepers Program, or if you modify any Program Content in any way (collectively, “Your Submission”), you hereby assign to us all right, title, and interest in and to Your Submission and grant us (even if you have designated Your Submission as confidential) a paid-up royalty-free, nonexclusive, worldwide, freely transferable right and license for the duration of your original and derivative intellectual property rights to: (a) use, reproduce, perform, display, and distribute Your Submission in any manner; (b) adapt, modify, re-format, and create derivative works of Your Submission for any purpose; (c) use and publish your name in the form of a credit in conjunction with Your Submission (however, we will not have any obligation to do so); and (d) sublicense the foregoing rights to any other person or entity. Additionally, you hereby warrant that: (y) Your Submission is your original work, or you obtained Your Submission in a lawful manner and (z) our and our sublicensees’ exercise of rights under the license above will not violate any person’s or entity’s rights, including any copyright rights. You agree to provide us such assistance as we may require to document, perfect, or maintain our rights in and to Your Submission.