Last Revised: June 2021
IMPORTANT NOTICE: THIS AGREEMENT CONTAINS A BINDING ARBITRATION AND CLASS ACTION WAIVER PROVISION. IT AFFECTS YOUR LEGAL RIGHTS AS DETAILED BELOW. PLEASE READ CAREFULLY.
These Terms govern your use of the Services, regardless of how you access them, whether by computer, mobile device, or otherwise; and whether directly through our Services, or through any third-party site or services or through an institution or employer. The Services are operated by RedShelf, Inc. (“RedShelf,” also “we,” “our,” and “us”).
In some instances, both these Terms and additional terms and conditions may apply to a service or product offered via the Services ("Additional Terms"). We will make those Additional Terms available to you with the relevant Services. If you use those Services, the Additional Terms that apply will become part of these Terms. To the extent there is a conflict between these Terms and any Additional Terms, the Additional Terms will control unless the Additional Terms expressly state otherwise.
4. User Content
19. Contact Us
1. Account Registration
You may be required to create an account to use certain Services or some of the features of the Services. You are solely responsible for maintaining the confidentiality and security of your account and your password, all changes and updates submitted through your account, and all activities that occur in connection with your account. You represent to us that all information you provide in such process is true, accurate and correct, and that you will update your information as necessary to keep it accurate. You may not impersonate someone else or create or use an account for anyone other than yourself.
You agree to notify us immediately of any unauthorized use of your account by contacting us as provided for below and to change your password. You may not transfer your account to anyone else without our prior written permission.
We have the right to suspend or terminate any account, access to our Services and any Digital Content, username, password, or other identifier, at any time in our sole discretion for any or no reason, including if, in our opinion, you have violated any provision of these Terms or any Additional Terms applicable to the Services you are using. You may deactivate your account at any time.
2. Eligibility and User Types
Eligibility. The Services are available only to eligible to individuals (“Users”) who are 18 years of age OR students who are attending an institution of secondary or post-secondary education, but who are at least 13 years old and who have not been previously suspended or removed from the Services.
YOU HEREBY REPRESENT THAT YOU MEET THE ABOVE ELIGIBILITY REQUIREMENTS.
User Types. The following are the categories of Users of the Services:
“Individual Users” are Users who acquire access to the Services and/or Digital Content directly from RedShelf, either (i) on the Sites or (ii) through an Institution’s bookstore (including their websites). Individual Users also include organizational staff such as bookstore managers, course administrators, publisher representatives who access the Services and customers who purchase digital and/or physical items from or via RedShelf.
“Institutional Users” are Users who acquire access to Digital Content and/or Services through their educational institution (“Institution”) and its Inclusive Access (IA) program or Equitable Access program. Institutional Users may be students (“IA-Students”) as well as teachers, faculty and professors, instructors, assistants, and lecturers (“Faculty”) within the Institution. “Inclusive Access” or “IA” is a program offered by an Institution, whereby students receive their required course materials digitally on or before the first day of class for their course (“IA Courses”), with the cost of such course materials being charged by the Institution to the IA-Student via a course fee or as part of their tuition. “Equitable Access” is a program offered by an Institution, whereby students receive their required course materials for all of their classes at an Institution on or before the first day of class, with the cost of such course materials being charged by the Institution to the student via a course fee or as part of their tuition. RedShelf follows your Institution’s IA setup, whereby IA-Students are either (i) included in the IA Program with the possibility to ‘opt out’ for each IA-Course before a certain date (“Add/Drop Date”) of such IA-Course (“Opt-out”); or (ii) they are only included upon their individual choice to participate in each IA-Course(s) before the Add/Drop date (“Opt-in”).
IA Students should note that Opt-in or Opt-out is done through the Services, and thus requires acceptance of these Terms. IA Students who ignore or decline these Terms are NOT automatically Opted-Out of any particular IA-Course (and the relevant course materials) and may be charged by their Institution. IA Students who have concerns may contact RedShelf through this form.
“Enterprise Users” are Users who acquire access to Digital Content through the Services through their employer or another business partner who is partnering with RedShelf to offer certain RedShelf Services.
3. License to Services and Digital Content
Subject to your compliance with these Terms, RedShelf grants you a limited, non-exclusive, non-transferable, revocable, license to use the Services as set forth in these Terms (and any Additional Terms) and view, download, print, and have printed select Digital Content for personal and educational use subject to the restrictions in these Terms and the restrictions set by the Digital Content providers. You will not use the Services (or any Digital Content) for any commercial purpose, or use any Service, Digital Content or information for profit or gain, either directly or indirectly. You will use the Services in compliance with these Terms (including any Additional Terms presented to you), including but not limited to the “Acceptable Use & Restrictions” section below.
RedShelf eReader – For the duration of your access rights to Digital Content, you may use the RedShelf eReader to access, view, read and study original or appropriately licensed Digital Content, to add personal highlights, bookmarks, notes and flashcards, to your personal copy of such Digital Content, to share said annotated copy with another RedShelf user (through the collaboration feature within the RedShelf eReader); and/or to download /make available offline, print, and have printed select Digital Content for personal use (to the extent the Digital Content provider allows it and as set forth in these Terms), which access to such Digital Content may also be provided through RedShelf Classroom.
RedShelf Classroom — If you subscribe to RedShelf Classroom, you will also receive certain other access rights and features available through RedShelf Classroom, which features will differ if you are a student or Faculty. The duration of access for students and Faculty may differ within RedShelf Classroom, and the underlying eBook accessed and used through RedShelf Classroom may have a different access period than RedShelf Classroom itself. Certain Users will be given permission to load and share content and materials that are not provided or licensed by RedShelf through RedShelf Classroom, subject to the Terms.
Digital Content Durations – You may access the Digital Content and eReader for the access duration that was selected upon purchase or subscription: RedShelf offers duration periods varying from 1-day access to perpetual access to Digital Content through the RedShelf eReader. Available duration options are directed by respective publishers / Digital Content provider.
Inclusive Access Students will continue to have access to their Digital Content for the duration of their purchase or subscription. If you graduate or are no longer enrolled at the Institution through which you received Inclusive Access or your Institution terminates its agreement with us, you will have continued access on the RedShelf website (www.redshelf.com) using your (previous) institutional email address through the relevant access period for your Digital Content received through an IA program. You will continue as an Individual User of such Digital Content thereafter.
Copy, Paste and Offline Features within RedShelf eReader & Classroom – The extent to which you may be allowed to select and copy-paste Digital Content, to make Digital Content available offline, to print or to have printed select Digital Content, may vary from time-to-time, as such settings and configurations depend on the Digital Content provider’s permissions (called “Digital Rights Management” or “DRM”). RedShelf is obliged to respect and enforce the Digital Content provider’s DRM setting which apply to their Digital Content accessed and used via the RedShelf eReader and RedShelf Classroom.
License to Use Software for Institutions and Corporate Entities – For Institutional or corporate RedShelf account administrators, RedShelf grants you a limited, non-exclusive, non-transferable, license to professionally use the Services for a professional purpose on behalf of and with the authorization of your employer or Institution, to the extent such employer or Institution is a RedShelf Customer. You may use the Services to facilitate and analyze the content delivery process, such as the adoption of educational materials, the comparison of prices, the sourcing of educational materials, the delivery of eBooks and Access Codes, the integration with LMS, SIS or digital courseware, the management of an IA program, the management of the communication about an IA program, the measurement of the success of an IA program or the administration of any Service provided by RedShelf.
All rights not expressly granted herein are reserved. You may not share any purchased license or subscription with others. We may impose reasonable limits on your scope of access to Services or Digital Content, including limits on time or number of materials accessed or machines used to access such Content, to prevent unauthorized third-party access to or use of that Digital Content. You agree that we may, at any time and with or without prior notice, remove Digital Content from the Services if we determine, in our sole discretion, that we do not possess the appropriate or necessary rights to provide you with access to such Content. Furthermore, we reserve the right so sunset any Service offered by RedShelf and any feature of any such Service. If we sunset an entire Service, we will likely inform the current Users of that Service.
4. User Content
The Services may allow you to create content, including without limitation text (including assignments, notes, assessments, comments, questions, posts, feedback and reviews), photos, images, audio, video, code and any other materials (“User Content”). You grant RedShelf and our affiliates, licensees, distributors, publishing partners, agents, representatives and other entities or individuals authorized by us, a non-exclusive, worldwide, perpetual, unlimited, irrevocable, royalty-free, fully sublicensable and fully transferable right to exercise any and all copyright, trademark, publicity, and database rights you have in the User Content, in any media known now or in the future, and to make, use, reproduce, copy, display, publish, exhibit, distribute, modify, create derivative works based upon and otherwise use the User Content in order to provide the Services. You authorize us to publish your User Content in a searchable format that may be accessed by Users of the Services.
You represent and warrant that (i) you own the User Content submitted by you on, through or in connection with the Services, or otherwise have the right to grant the licenses set forth in this section, and (ii) the posting of your User Content on, through or in connection with the Services does not violate the privacy rights, publicity rights, copyrights, contract rights or any other rights of any person or entity. Upon our request, you will furnish RedShelf any documentation, substantiation or releases necessary to verify your compliance with these Terms.
Unless we specifically agree otherwise in writing, you represent and warrant that you will not upload into the Services, or otherwise provide for processing by the Services, any Sensitive Personal Data. “Sensitive Personal Data” is as defined under applicable privacy or data protection laws relating to this term or any similar term (such as “sensitive personal information”), or where no such laws apply, means an individual’s financial account information, sexual orientation, medical or health information, personal information of children protected under child protection laws, and social security, national identity, and similar personal identifiers. You further represent and warrant that you will comply with all applicable laws, regulations, self-regulatory guidelines, and your institutions’ policies and procedures, with respect to the collection, transfer, and use of any personally identifiable information in connection with use of the Services.
You are solely responsible for your conduct (including by and between all Users), your User Content, and all communications with others while using the Services. You acknowledge that we have no obligation to monitor any information on the Service, but we may remove or disable any information that you make publicly available on the Services (including any User Content) at any time for any reason. We are not responsible for the availability, accuracy, appropriateness, or legality of your User Content or any other information you may access using the Service. You are and shall remain solely responsible for any User Content you submit to the Services. This section shall survive any expiration or termination of your relationship with RedShelf.
You are responsible for your activity on and in connection with the Services, including your User Content and comments.
5. Product Specifications, Payment, and Refunds
We strive to accurately describe our products or services offered on the Services; however, we do not warrant that such specifications, pricing, or other content on the Services is complete, accurate, reliable, current, or error-free. As permitted by applicable law, we shall have the right to refuse or cancel any orders in our sole discretion. Prices for Digital Content are subject to change without notice and pricing errors may occur. We reserve the right to cancel any orders containing pricing errors, with no further obligations to you, even after your receipt of an order confirmation from us. All descriptions of products or product pricing are subject to change at any time without notice, in our sole discretion. We reserve the right to discontinue any product or Digital Content at any time.
We reserve the right to refuse any order you place with us. We may, in our sole discretion, limit or cancel quantities purchased per person, per household, per merchant or per order. In the event that we make a change to or cancel an order, we may attempt to notify you by contacting the e-mail and/or billing address/phone number provided at the time the order was made.
You agree to provide current, complete and accurate purchase and account information for all purchases made on the Services. By confirming your purchase at the end of the checkout process, you agree to accept and pay for the item(s). Purchases through the Services may be subject to taxes in your state. You are responsible for paying all such taxes.
If you seek to refund any purchases or subscriptions, please see our Refund Policy to understand how our refund policy works and its relevant terms and conditions.
RedShelf respects author and Digital Content holder rights. RedShelf does not permit copyright infringing activities on the Services. Without limiting the foregoing:
You will not delete the copyright or other proprietary rights notices on or associated with any Digital Content available through RedShelf;
You will not remove, circumvent, disable, damage or otherwise interfere with DRM and other security-related features that prevent or restrict use or copying, pasting, printing, downloading or sharing of any Digital Content, or that enforce limitations on the use of RedShelf or any Digital Content available via RedShelf;
You will not forge headers or otherwise manipulate identifiers in order to disguise the origin of any Digital Content transmitted through RedShelf; and
You will not use any robot, spider, scraper, or other automated means to access any Services for any purpose or bypass any measures RedShelf may use to prevent or restrict access to any Services;
When using Digital Content in your own papers, assignments, assessments and any other work product you access, use and/or distribute through any of the Services, you will duly reference to and cite such Digital Content, and not plagiarize the work of any author, including faculty and other students.
You will not use our Services to distribute and/or provide access to any copyrighted materials you do not have the right to distribute and/or use under applicable law or a relevant license from the copyright owner.
RedShelf disclaims any responsibility or liability for copyrighted materials posted on the Services or for any User Content submitted by a User or any third party. RedShelf reminds User that the Digital Millennium Copyright Act (the “DMCA”) also criminalizes any activity that tries to circumvent measures that control access to copyrighted works (commonly known as “Digital Rights Management” or DRM), whether or not there is actual infringement of copyright itself.
Report Copyright Infringements:
If you believe that your work has been copied in a manner that constitutes copyright infringement, please report it to us following the procedures mentioned in the Takedown Notice procedure below. RedShelf complies with the DMCA notice, dispute and takedown requirements and will respond to notices of alleged infringement that comply with the DMCA. In accordance with the DMCA, RedShelf will respond promptly to notices of alleged infringement that are reported to RedShelf’s Designated Copyright Agent, as mentioned in the DMCA Takedown Notice procedure (as described below). Please note that any User for whom RedShelf receives three or more notices of alleged infringing activities that comply with DMCA takedown notices or similar copyright notices will be promptly terminated.
Takedown Notice Procedure (or “Notices of Alleged Infringement” for Digital or User Content made available through the Services)
If you are a copyright owner, authorized to act on behalf of one, or authorized to act under any exclusive right under copyright, please report alleged copyright infringements taking place on or through the Services by sending us a notice (“Notice”) complying with the following requirements.
Identify the copyrighted works that you claim have been infringed.
Identify the material or link you claim is infringing (or the subject of infringing activity) and that access to which is to be disabled, including at a minimum, if applicable, the URL of the link shown on the site where such material may be found.
Provide your mailing address, telephone number, and, if available, email address.
Include both of the following statements in the body of the Notice:
"I hereby state that I have a good faith belief that the disputed use of the copyrighted material is not authorized by the copyright owner, its agent, or the law (e.g. as a fair use)."
"I hereby state that the information in this Notice is accurate and, under penalty of perjury, that I am the owner, or authorized to act on behalf of the owner, of the copyright or of an exclusive right under the copyright that is allegedly infringed."
Provide your full legal name and your electronic or physical signature.
Deliver this Notice, with all items completed, to our Copyright Agent:
500 N. Dearborn St. Suite 1200, Chicago, IL – 60654
In case publisher, or the person or entity that posted the Digital or User Content to be distributed through the Services, believes that material it posted on the Services was removed or access to it was disabled by mistake or misidentification, such party may file a counter-notification with RedShelf (a “Counter-Notice”) by submitting written notification to RedShelf’s Copyright Agent designated above. Pursuant to the DMCA, the Counter-Notice must include substantially the following:
the physical or electronic signature of the party providing the Counter-Notice;
an identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access disabled;
adequate information by which RedShelf can contact the party providing the Counter-Notice (including such party’s name, postal address, telephone number, and, if available, email address);
a statement, under penalty of perjury, by the party providing the Counter-Notice that that party has a good faith belief that the material identified above was removed or disabled as a result of a mistake or misidentification of the material to be removed or disabled; and
a statement by the party providing the Counter-Notice that that party will consent to the jurisdiction of the Federal District Court for the judicial district in which that party’s address is located (or if residing outside the United States, for any judicial district in which the Services may be found) and that that party will accept service from the party (or an agent of that party) who provided the RedShelf with the complaint at issue.
The DMCA allows RedShelf to restore the removed content if the party filing the original DMCA Notice does not file a court action against the party who filed the Counter-Notice within ten business days of receiving the copy of the Counter-Notice. If a party knowingly materially misrepresents that material on the Services, or made RedShelf remove or disable access to such content by mistake or misidentification, that party may be held liable for damages (including costs and attorneys’ fees) under Section 512(f) of the DMCA.
7. Intellectual Property
The Services are owned and operated by RedShelf. The visual interfaces, graphics, design, compilation, information, computer code (including source code and object code), products, services, trade name and all other elements on the Services (collectively “RedShelf IP”) are the exclusive property of RedShelf (or of third-party licensors) and are protected by applicable United States laws, international conventions, and all other relevant intellectual property and proprietary rights, and applicable laws. All trademarks, service marks, and trade names are proprietary to RedShelf and/or its affiliates and/or third-party licensors. You acknowledge you will respect RedShelf’s and Digital Content providers’ intellectual property rights. You will not reverse engineer, decompile, disassemble, reverse compile or otherwise attempt to discover the source code of the Services or any part thereof, except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation. You will not seek to attempt to undermine the DRM of the Digital Content or seek to access the relevant source files of such Digital Content. You will not sell, license, distribute, copy, publicly display, edit, modify, adapt, translate or create derivative works based upon the Services or any RedShelf features or any Digital Content or any part thereof, except: (i) as expressly authorized by RedShelf, or (ii) as, and only to the extent that, such activity is expressly permitted by applicable law notwithstanding this limitation.
8. Acceptable Use and Restrictions
You may use the Services only for lawful purposes and in accordance with these Terms. You are solely responsible for the User Content you submit, through or in connection with our Services. RedShelf may, in its sole discretion, remove prohibited materials, terminate the responsible accounts, and/or report such User Content or prohibited activities to law enforcement. You agree you shall not:
post, upload or distribute marketing material, advertisements, spam, User Content designed to aid search engine optimization, content in HTML format with links or redirects, ISBNs pertaining to unrelated content or other content that in RedShelf’s sole opinion detracts from the RedShelf experience;
intentionally interfere with or damage operation of RedShelf or any User’s enjoyment of it, by any means, including uploading or otherwise disseminating viruses, keyloggers, adware, spyware, bots, worms, timebombs, trojan horses or other malicious code or harmful programing;
interfere with or disrupt RedShelf or servers or networks connected to RedShelf, or disobey any requirements, procedures, policies or regulations of networks connected to RedShelf;
introduce software or automated agents or scripts to the Services so as to produce multiple accounts generate automated searches, requests and queries, or to strip, scrape or mine data from the Services; and
use the Services to engage in any illegal activity or use the Services in any unlawful manner, including, without limitation, violating laws governing intellectual property and other proprietary rights (including third-party copyrights), and data protection and privacy.
You shall not engage in conduct while using the Service or post or submit User Content that:
is defamatory, libelous, illegal, harassing, abusive, threatening, inaccurate, or that defrauds or attempts to defraud Users of RedShelf,
a reasonable person could deem to be objectionable, offensive, indecent, pornographic, invasive of another’s privacy, harassing, threatening, embarrassing, distressing, vulgar, hateful, racially, ethnically or gender offensive, incites racism, bigotry, hatred or physical harm of any kind against any group or individual or otherwise inappropriate;
exploits people in a sexual or violent manner or contains nudity, excessive violence, or offensive subject matter or contains a link to an adult or otherwise objectionable website;
poses or creates a privacy or security risk to any person;
constitutes or promotes an illegal or unauthorized copy of another person’s copyrighted work;
includes spam, junk mail, or unsolicited mass mailing, instant messaging, “spimming,” or “spamming,”
involves commercial activities and/or sales without prior written consent from RedShelf such as contests, sweepstakes, or advertising;
violates or attempts to violate the privacy rights, publicity rights, copyrights, patent rights, trademark rights, contract rights or any other rights of any person; or
is unrelated or disruptive to the Services, such as intentionally distributing the wrong solutions to problems, posting large blank or content-free submissions, creating hard-to-read topic titles (e.g., ALL CAPS, AlTeRnAtE cApS, no spaces, no or excessive punctuation), or multiple hard-to-read or nonsensical messages in a single or multiple topics; or
using the Services in a manner inconsistent with any applicable law or the intent of the relevant Services or in violation of any of the Terms.
9. Comments, Feedback, and Other Submissions
If, at our request, you send certain specific submissions or, without a request from us, you send creative ideas, suggestions, proposals, plans, or other materials, whether online, by email, by postal mail, or otherwise (collectively, “Comments”), you agree that we may, at any time, without restriction, edit, copy, publish, distribute, translate, and otherwise use in any medium any Comments that you forward to us. We are and shall be under no obligation (1) to maintain any Comments in confidence; (2) to pay compensation for any Comments; or (3) to respond to any Comments.
10. Third Party Links and Tools
We may provide you with links to third-party websites, third-party materials or access to third-party tools and reference sites over which we neither monitor nor have any control nor input. You acknowledge and agree that we provide access to such links, materials, or tools “as is” and “as available” without any warranties, representations or conditions of any kind and without any endorsement. We shall have no responsibility or liability whatsoever arising from or relating to your use of these third-party websites, materials, or tools or any purchases or use of goods or services offered therein. Any use by you is entirely at your own risk and discretion. You should ensure that you are familiar with and approve of the terms associated with such third-party websites or tools. Complaints, claims, concerns, or questions regarding third-party websites, tools, materials, products or services should be directed to the third party.
11. Digital Content and User Content Disclaimers
You may be exposed to Digital Content or User Content that is graphic, offensive, indecent, objectionable, or inaccurate, and you hereby waive any legal or equitable rights or remedies you have or may have against RedShelf, other Users and any Digital Content Providers with respect thereto. We do not endorse any Digital Content, User Content or any opinion, recommendation, or advice expressed therein. RedShelf expressly disclaims any and all liability in connection with such User Content or Digital Content delivered, accessed, created or used through any of the Services.
12. Disclaimer of Warranties
THIS DISCLAIMER SECTION IS AN ESSENTIAL PART OF THESE TERMS.
WE DO NOT GUARANTEE, REPRESENT OR WARRANT THAT YOUR USE OF THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE. The Services are provided on an “as is” and on an “AS AVAILABLE” basis. RedShelf does not guarantee the continuous, uninterrupted or error-free operability of the SERVICES or that the SERVICES OR DIGITAL CONTENT Will be error-free, 100% accessible or complete.
THE DIGITAL CONTENT (AND USER CONTENT) IS PROVIDED ON AN “AS IS” BASIS. NEITHER REDSHELF, NOR THE CONTENT PROVIDERS (OR THEIR LICENSORS) MAKE ANY GUARANTEES OR WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE AS TO ANY DIGITAL CONTENT OR THE INFORMATION THEREIN OR ANY WARRANTIES AS TO THE ACCURACY, COMPLETENESS, CURRENTNESS, OR RESULTS TO BE OBTAINED FROM, ACCESSING, OR USING ANY CONTENT PROVIDER’S DIGITAL CONTENT, USER CONTENT OR ANY MATERIAL REFERENCED IN SUCH DIGITAL CONTENT. ANY WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED AS TO THE DIGITAL CONTENT, ARE DISCLAIMED BY THE CONTENT PROVIDERS AND REDSHELF ENTIRELY.
WE DO NOT WARRANT THAT THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES (INCLUDING THE DIGITAL CONTENT OR USER CONTENT) WILL BE ACCURATE OR RELIABLE.
YOU AGREE THAT FROM TIME TO TIME WE MAY REMOVE THE SERVICES FOR INDEFINITE PERIODS OF TIME OR CANCEL THE SERVICES AT ANY TIME, WITHOUT NOTICE TO YOU. Without limiting the foregoing, RedShelf reserves the right to withdraw or suspend the Services, your account, or access to certain Digital Content, including, but not limited, (i) to address any security issues; (ii) for legal reasons, including copyright and other intellectual property infringement; and (iii) to update the Services. Unplanned outages may occur from time to time and although RedShelf works hard to avoid, avert or resolve any interruptions of our Services, RedShelf does not assume any liability to User or any third-party for any damages resulting from such interruptions.
WE DO NOT WARRANT THAT THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, APPROVED CONTENT (INCLUDING ALL DIGITAL CONTENT AND USER CONTENT), OR OTHER MATERIAL DOWNLOADED OR ACCESSED THROUGH THE SERVICES, PURCHASED OR OBTAINED BY YOU WILL MEET YOUR EXPECTATIONS, OR THAT ANY ERRORS IN THE SERVICES (OR DIGITAL CONTENT) WILL BE CORRECTED. NEITHER THE CONTENT PROVIDERS (INCLUDING ANY OF THEIR LICENCEES), NOR REDHSELF SHALL BE LIABLE TO ANY USER FOR ANY INACCURACY OR ERROR OR OMISSION IN ANY DIGITAL CONTENT (OR ACCESSED OR USED BY ANY USER THROUGH ANY OF THE SERVICES, REGARDLESS OF CAUSE, OR FOR ANY DAMAGES THEREFROM.
YOU EXPRESSLY AGREE THAT YOUR USE OF, OR INABILITY TO USE, THE SERVICES IS AT YOUR SOLE RISK. TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, THE SERVICES, DIGITAL CONTENT, USER CONTENT AND ALL CONTENT, PRODUCTS AND SERVICES DELIVERED TO YOU THROUGH THE SERVICES (EXCEPT AS EXPRESSLY STATED BY US) ARE PROVIDED ‘AS IS’ AND ‘AS AVAILABLE’ FOR YOUR USE, WITHOUT ANY REPRESENTATION, WARRANTIES OR CONDITIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING ALL IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, MERCHANTABLE QUALITY, FITNESS FOR A PARTICULAR PURPOSE, DURABILITY, TITLE, AND NON-INFRINGEMENT. YOU EXPRESSLY ACKNOWLEDGE THAT AS USED IN THIS SECTION 10, THE TERM REDSHELF INCLUDES REDSHELF’S OFFICERS, DIRECTORS, EMPLOYEES, SHAREHOLDERS, AGENTS, LICENCORS AND SUBCONTRACTORS.
IF YOU RELY ON ANY DATA OR INFORMATION OBTAINED THROUGH THE SERVICES (INCLUDING ANY DIGITAL CONTENT OR USER CONTENT), YOU DO SO AT YOUR OWN RISK. YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE OR LOSS THAT RESULTS FROM YOUR USE OF SUCH DATA OR INFORMATION (INCLUDING ANY DIGITIAL CONTENT OR USER CONTENT).
CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE FOREGOING DISCLAIMERS, EXCLUSIONS AND LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.
13. Limitation of Liability, Limitation of Damages, Basis of Bargain & Indemnity
Limitation of Liability – UNDER NO CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE, WILLFUL MISCONDUCT OR STRICT LIABILITY, WILL REDSHELF OR ITS AFFILIATES, CONTRACTORS, EMPLOYEES, AGENTS, OR THIRD-PARTY PARTNERS, DIGITAL CONTENT PROVIDERS (AND THEIR LICENSEES), LICENCORS, OR SUPPLIERS BE LIABLE FOR ANY LOST PROFITS, LOSS OF GOODWILL, SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, RELIANCE, OR EXEMPLARY DAMAGES (INCLUDING WITHOUT LIMITATION DAMAGES ARISING FROM ANY UNSUCCESSFUL TEST, EXAM OR GRADE OR ANY MISSED DEADLINE, ANY UNSUCCESSFUL COURT ACTION OR LEGAL DISPUTE, ANY LOSS OF DATA OR OTHER INTANGIBLE LOSSES RESULTING FROM UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA, OR ANY OTHER PECUNIARY OR NON-PECUNIARY LOSS OR DAMAGE OF ANY NATURE WHATSOEVER) ARISING OUT OF OR RELATING TO THESE TERMS OR THAT RESULT FROM YOUR USE OR INABILITY TO USE THE MATERIALS AND DIGITAL CONTENT ON THE SERVICES OR ANY REFERENCE SITES, OR ANY OTHER INTERACTIONS WITH REDSHELF, EVEN IF REDSHELF OR ANY REDSHELF AUTHORIZED REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
Reference Sites – THESE LIMITATIONS OF LIABILITY ALSO APPLY WITH RESPECT TO DAMAGES INCURRED BY YOU BY REASON OF ANY PRODUCTS OR SERVICES SOLD OR PROVIDED ON ANY REFERENCE SITES OR OTHERWISE BY THIRD PARTIES OTHER THAN REDSHELF AND RECEIVED THROUGH REDSHELF OR RECEIVED THROUGH ANY REFERENCE SITES.
Basis of the Bargain – YOU ACKNOWLEDGE AND AGREE THAT REDSHELF HAS OFFERED ITS PRODUCTS AND SERVICES, SET ITS PRICES, AND ENTERED INTO THESE TERMS IN RELIANCE UPON THE WARRANTY DISCLAIMERS AND THE LIMITATIONS OF LIABILITY SET FORTH HEREIN, THAT THE WARRANTY DISCLAIMERS AND THE LIMITATIONS OF LIABILITY SET FORTH HEREIN REFLECT A REASONABLE AND FAIR ALLOCATION OF RISK BETWEEN USER AND REDSHELF, AND THAT THE WARRANTY DISCLAIMERS AND THE LIMITATIONS OF LIABILITY SET FORTH HEREIN FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN USER AND REDSHELF. REDSHELF WOULD NOT BE ABLE TO PROVIDE REDSHELF SERVICES TO USER ON AN ECONOMICALLY REASONABLE BASIS WITHOUT THESE LIMITATIONS.
CERTAIN JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF YOU RESIDE IN SUCH A JURISDICTION, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO SUCH YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS. THE LIMITATIONS OR EXCLUSIONS OF WARRANTIES, REMEDIES OR LIABILITY CONTAINED IN THESE TERMS APPLY TO YOU TO THE FULLEST EXTENT SUCH LIMITATIONS OR EXCLUSIONS ARE PERMITTED UNDER THE LAWS OF THE JURISDICTION WHERE USER IS LOCATED.
You can stop using the Services at any point in time and unsubscribe from the Services by completing this form. If you delete your account, you will lose access to any Digital Content you have purchased through the Services.
For Inclusive Access Students, your information may be pulled back into RedShelf through another IA course in the future, termination or un-subscription might not affect billing if IA-student’s Institution has already been charged and if un-subscription occurs before the add/drop date, the student must use this form to contact RedShelf to avoid being billed for IA materials.
Inactive Users – RedShelf reserves the right to terminate Users who do not enter/access certain Services for a certain period of time. In the event such inactive User still has active access rights to certain Digital Content, RedShelf will – prior to removing such Users – send User an email notifying them that they will lose access if they fail to access such content within a certain period of time provided in such email communication. Such notification will be sent to the email address RedShelf has on file, and it is a User’s responsibility to update his / her contact information. In addition, if you have not accessed or used certain of our Services for over a certain period of time, you may lose access to some or all of your User Content you created or added to the Services.
RedShelf values its relationship with every single User and RedShelf wants to address any concerns without the need for litigation. Before filing a claim against us, you agree to try to resolve the dispute informally by contacting us via firstname.lastname@example.org. RedShelf may need information from you to try to investigate or address your concerns (such as screenshots of error screens, images showing the problem, or return of the product) and you agree to provide information necessary to investigate and address any issues that may arise.
YOU AND REDSHELF AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO USE OF OUR SERVICES MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.
These Terms will be governed by and construed in accordance with the laws of the State of Illinois, without giving effect to any principles of conflicts of law. You agree that any action at law or in equity arising out of or relating to these Terms or RedShelf will be filed only in the state or federal courts in and for Cook County, Illinois, and you hereby consent and submits to the personal and exclusive jurisdiction of such courts for the purposes of litigating any such action.
16. Arbitration and Class Action Waiver
PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT.
You and RedShelf agree that these Terms affect interstate commerce and that the Federal Arbitration Act governs the interpretation and enforcement of these arbitration provisions.
This Arbitration and Class Action Waiver section is intended to be interpreted broadly and governs any and all disputes between us, including but not limited to claims arising out of or relating to any aspect of the relationship between us, whether based in contract, tort, statute, fraud, misrepresentation or any other legal theory; claims that arose before these Terms or any prior agreement (including, but not limited to, claims related to your use of the Services; and claims that may arise after the termination of these Terms). The only disputes excluded from this broad prohibition are the litigation of certain intellectual property and small court claims, as provided below.
By agreeing to these Terms, you agree to resolve any and all disputes with RedShelf as follows:
Initial Dispute Resolution: Most disputes can be resolved without resorting to litigation. You can reach RedShelf at email@example.com. Except for intellectual property and small claims court claims, the parties agree to use their best efforts to settle any dispute, claim, question, or disagreement directly through consultation with RedShelf, and good faith negotiations shall be a condition to either party initiating a lawsuit or arbitration.
To the extent the filing fee for the arbitration exceeds the cost of filing a lawsuit, RedShelf will pay the additional cost. If the arbitrator finds the arbitration to be non-frivolous, RedShelf will pay the fees invoiced by JAMS, including filing fees and arbitrator and hearing expenses. You are responsible for your own attorneys’ fees unless the arbitration rules and/or applicable law provide otherwise.
The parties understand that, absent this mandatory arbitration provision, they would have the right to sue in court and have a jury trial. They further understand that, in some instances, the costs of arbitration could exceed the costs of litigation and the right to discovery may be more limited in arbitration than in court.
If you are a resident of the United States, arbitration may take place in the county where you reside at the time of filing. For individuals residing outside the United States, arbitration shall be initiated in the State of Illinois, United States of America. You and RedShelf further agree to submit to the personal jurisdiction of any federal or state court in Chicago, Illinois in order to compel arbitration, to stay proceedings pending arbitration, or to confirm, modify, vacate, or enter judgment on the award entered by the arbitrator.
Class Action Waiver: The parties further agree that the arbitration shall be conducted in their individual capacities only and not as a class action or other representative action, and the parties expressly waive their right to file a class action or seek relief on a class basis. YOU AND REDSHELF AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. If any court or arbitrator determines that the class action waiver set forth in this paragraph is void or unenforceable for any reason or that an arbitration can proceed on a class basis, then the arbitration provisions set forth above shall be deemed null and void in their entirety and the parties shall be deemed to have not agreed to arbitrate disputes.
Exception: Litigation of Intellectual Property and Small Claims Court Claims: Notwithstanding the parties’ decision to resolve all disputes through arbitration, either party may bring enforcement actions, validity determinations or claims arising from or relating to theft, piracy or unauthorized use of intellectual property in state or federal court or in the U.S. Patent and Trademark Office to protect its intellectual property rights (“intellectual property rights” means patents, copyrights, moral rights, trademarks, and trade secrets, but not privacy or publicity rights). Either party may also seek relief in a small claims court for disputes or claims within the scope of that court’s jurisdiction. For avoidance of doubt, a court, and not any arbitrator or JAMS, shall have exclusive authority to resolve any disputes brought in small claims court, and not any arbitrator or JAMS, shall have the exclusive authority to resolve disputes regarding whether a dispute is properly within the jurisdiction of a small claims court.
30-Day Right to Opt-Out: You have the right to opt out and not be bound by the arbitration and class action waiver provisions set forth above by emailing written notice of your decision to opt out to firstname.lastname@example.org with the subject line, “ARBITRATION AND CLASS ACTION WAIVER OPT-OUT.” Please include in your email the phone number you submitted to us to sign up for the Services. The notice must be sent within thirty (30) days of your use of the Services; otherwise, you shall be bound to arbitrate disputes in accordance with the terms of those paragraphs. If you opt out of these arbitration provisions, RedShelf also will not be bound by them.
Changes to This Section: RedShelf will provide thirty (30) days’ notice of any changes affecting the substance of this Arbitration and Class Action section by posting on our website, sending you a message, or otherwise notifying you. Amendments will become effective thirty (30) days after they are posted on the website or sent to you.
Changes to this section will otherwise apply prospectively only to claims arising after the thirtieth (30th) day. If a court or arbitrator decides that this subsection on “Changes to This Section” is not enforceable or valid, then this subsection shall be severed from the section entitled “Arbitration and Class Action Waiver,” and the court or arbitrator shall apply the first Arbitration and Class Action Waiver section in existence after you use the Services.
Survival: This Arbitration and Class Action Waiver section shall survive any termination of these Terms or your use of the Services.
17. General Provisions
Waiver – The failure of RedShelf to exercise or enforce any right or provision of these Terms will not constitute a waiver of such right or provision. Any waiver of any provision of these Terms will be effective only if in writing and signed by RedShelf.
Assignment – These Terms, and any rights and licenses granted hereunder, may not be transferred or assigned by User, but may be assigned by RedShelf without restriction. Any assignment attempted to be made in violation of these Terms shall be void.
Survival – Upon termination of these Terms, any provision which, by its nature or express Terms should survive, will survive such termination or expiration, including but not limited to any copyright and IP related provisions.
Headings – The heading references herein are for convenience purposes only, do not constitute a part of these Terms, and will not be deemed to limit or affect any of the provisions hereof.
Entire Agreement – These Terms (and any Additional Terms) are the entire agreement between User and RedShelf relating to the subject matter herein and will not be modified except in writing, signed by both parties, or by a change to these Terms made by RedShelf as set forth in Section 18 (Changes) below.
We may modify these Terms including the linked policies contained herein from time to time (“Updated Terms”). You agree that we may notify you of the Updated Terms by posting them on the RedShelf Site so that they are accessible via a link on the home page or as otherwise required by law, and that your use of our Services after we have posted the Updated Terms or provided legally required notice (or engaging in such other conduct as we may reasonably specify), you agree to be bound by the then-current version of the Terms, including any changes we may have made since the last time you used our Services. The Updated Terms will be effective as of the time of posting, or such later date as may be specified in the Updated Terms or legally required notice, and will apply to your use of the Services from that point forward.
19. Contact Us
If you have any questions or concerns regarding the RedShelf or these Terms, please write to us at email@example.com or at our offices located at 500 N. Dearborn Street, Suite 1200, Chicago IL, 60654, Attention: legal.