Appendix For Data Sharing For Sellers and Suppliers (“Data Sharing Appendix”)
The terms and conditions set out in the Data Sharing Appendix are supplemental to the terms and conditions signed in either the Supplier Sales Agreement or the Marketplace Agreement, and the definitions in either Agreement shall apply to the Data Sharing Appendix.
1. Account and Access
1.1 Each Seller or Supplier shall be provided with one login to one account to obtain Data relating to the purposes set out in Section 1.2. In the event that Seller or Supplier would like more than one account, additional fees may apply.
1.2 Each account shall be provided with access to Data on the platform such list shall be provided by RedMart to the Supplier or Seller.
1.3 Each Seller or Supplier shall use reasonable efforts to prevent and ensure that any unauthorised use of the Account and Data does not occur, and to inform RedMart immediately in writing if any such unauthorised use or access occurs. In no event shall RedMart be responsible for any damage or claims arising out of this unauthorised use of the Data.
1.4 By providing each Seller or Supplier with such Data, each Seller or Supplier shall not (or allow any third party to) do the following:-
(a) disassemble, decompile or reverse engineer the platform or any source code, APIs, file format or algorithm by any means whatsoever (except as provided by any applicable law or Open Source Software licence);
(b) sell, distribute, sublicense, rent or lease any Data or platform, except as expressly permitted;
(c) remove any Intellectual Property Right contained in the Data or platform;
(d) modify any part of the platform or create and derivative work of the platform.
2. Ownership of Data and platform
Seller or Supplier acknowledge that RedMart shall retain all the rights, title and interest (including any Intellectual Property Right) in the Data and the platform, and that RedMart shall provide the Seller or Supplier a limited right to access and use the platform and the Seller or Supplier shall not have any ownership rights being conveyed to them for the purposes of this Data Sharing Appendix.
3. Term and Suspension of Data Sharing Appendix
3.1 The term of this Data Sharing Appendix shall be in compliance with the Term of the Supplier Sales Agreement or the Marketplace Agreement.
3.2 In the event that RedMart detects any suspicious activity on the account, RedMart shall immediately suspend the account and conduct internal investigations. Once investigations are complete, RedMart shall decide on the course of action to take.
4. Payment and Fees
Payment and fees shall be communicated separately by RedMart to Supplier or Seller.
5. Warranty Disclaimer
5.1 RedMart does not warrant that the use of the platform will be error-free or uninterrupted, nor will the Data provided be completely accurate or preserved or maintained without loss. RedMart’s sole warranty to Seller or Supplier shall be, in RedMart’s sole discretion, to use commercially practicable efforts to correct the Data and to investigate the accurateness of the Data, or if RedMart determines that such remedy to be impracticable, to allow the Seller or Supplier to terminate the Data Sharing Appendix and provide a refund of the Payment and Fees paid to RedMart.
5.2 All Data provided to Seller or Supplier is on an ‘as is’, ‘as available’ basis only without warranties of any kind either express or implied. To the fullest extent permissible pursuant to applicable law, RedMart disclaims all warranties, express or implied, including, but not limited to, implied warranties of satisfactory quality, merchantability or fitness for a particular purpose, compliance with description, or the warranty of non-infringement.
5.3 RedMart shall be entitled at any time, at its sole and absolute discretion and without prior notice, to add to, vary, terminate, withdraw or suspend the operation of the whole or any part or feature of the platform or Data.
In no event shall RedMart be liable to you for any damages, losses, inaccurateness of Data, expenses, liabilities under any causes of action (whether in contract or tort including, but not limited to negligence, or otherwise) caused through the use of, or the inability to use, the Data or the platform.
In no event shall RedMart be liable for any indirect, special, consequential, or incidental damages that result from the Data or platform, or your use of, or the inability to use, the Data or the platform or any other website or device, even if RedMart or a RedMart authorised representative has been advised of, or should have foreseen, the possibility of such damages.