Rakuten Ready Software Terms of Use

Effective Date: June 25, 2019

 

Rakuten Ready requires that users adhere to these Terms of Use (these “Terms”) when they are using any Rakuten Ready software, which may be provided via a third-party mobile application, mobile website or desktop website that incorporates Rakuten Ready’s software and/or relies on Rakuten Ready’s proprietary technology that empowers a user’s digital shopping experience.

  1. About Rakuten Ready

Rakuten Ready, a wholly-owned subsidiary of Rakuten USA, Inc., is part of the Rakuten Group, a global family that includes the affiliates and subsidiaries of Rakuten Ready’s Tokyo, Japan-based parent company, Rakuten, Inc., and that consists of more than 70 businesses that span e-commerce, digital content, communications and fintech. Through Rakuten ID, a unified ID program and single login and sign-on function, the Rakuten Group allows its members to connect easily to the many services offered by those Rakuten Group companies that, like Rakuten Ready, participate in the Rakuten ID program, without having to create a new account with each company.

Rakuten Ready provides mobile-optimized, shopper-centric software and technology (collectively the “Software” or “Rakuten Ready Software”) to connect its users with nearby brick-and-mortar stores, which Software includes the following offerings:

CONNECT: CONNECT is a branded, end-user shopping experience that enables digital same day programs for brick and mortar locations, including local product inventory and pricing. CONNECT captures user payment information and allows Rakuten Ready and companies using the Rakuten Ready Software to process end-user transactions, which may include product purchases as well as reservations for merchandise that can be tried on in a retail location. Through CONNECT, users’ orders are sent to an order fulfillment application that runs on an in-store mobile device, so the orders can be filled at the retail location by store associates.


ARRIVE
: The ARRIVE software enables location provisioning, set up, and customer arrival pattern pre-simulation, and then provides retail locations using ARRIVE with predictive arrival alerts when a user approaches the location. ARRIVE is designed for ongoing improvement of its predictive alerts and to adapt to real world traffic with machine learning based on aggregated and anonymized data.

2.About our Terms

These Terms are a legally binding agreement between Rakuten Ready and you, and by using any Rakuten Ready Software you are agreeing to abide by these Terms, as they may be amended by Rakuten Ready from time to time as set forth herein. These Terms give Rakuten Ready important legal rights in the event of your breach or violation of these Terms or any of your obligations hereunder, so it is important that you read these Terms carefully and ensure that you are in agreement with all of them before using any Rakuten Ready Software.

It is also your responsibility to review these Terms periodically. Our business and technology are continually evolving, and so from time to time we may decide to make revisions to these Terms (which, to be clear, Rakuten Ready will have the right to do in its sole discretion). You must review these Terms periodically to make sure you remain in agreement with them. The Rakuten Ready Software (or the application or website providing the Rakuten Ready Software) will always include a link to our most up-to-date Terms, and we include an effective date at the top of the Terms, so you can quickly see when they were last updated. Your continued use of the Rakuten Ready Software following any revisions to these Terms will constitute your acceptance of such revisions and your agreement to continue be bound by these Terms. If you do not agree to any revisions to these Terms, your sole remedy will be to discontinue your use of the Rakuten Ready Software.

3.User Information and Rakuten Ready’s Privacy Notice

Rakuten Ready has developed a Notice of Privacy Practices (the “Privacy Notice”) to show Rakuten Ready’s commitment to fair information practices and the protection of our users’ privacy, and to explain how Rakuten Ready collects, uses, shares, and discloses information about our users. The Privacy Notice is expressly incorporated into these Terms, and your use of the Rakuten Ready Software indicates your agreement to the Privacy Notice as part of these Terms. The Privacy Notice can be reviewed at any time by following the privacy notice or privacy policy link in the Rakuten Ready Software (or in the application or on the website providing the Rakuten Ready Software).

4.Your Rakuten Ready Account, Rakuten ID or Other Account Information

In order to make purchases or otherwise execute transactions using the Rakuten Ready Software, you must have a valid account (your “Account”), whether through your Rakuten ID or with one of Rakuten Ready’s retail partners, the specific type of Account that you need will be indicated for you by the Rakuten Ready Software or in the application or website that is providing the Rakuten Ready Software. You must use your own Account only; you may not use anyone else’s account to access or use the Rakuten Ready Software, and you must not permit anyone else to access or use the Rakuten Ready Software with your Account. When you sign up for an Account or link or otherwise provide an Account for use with the Rakuten Ready Software, it will be your responsibility to ensure that all of the information that you provide, or that an Account provides on your behalf, is complete and accurate.

You will be entirely responsible for maintaining the confidentiality of your Account information, including all user IDs, passwords and other access or verification information. You agree to notify us immediately should you suspect or become aware of any unauthorized use of any of your Account information. We will not be liable for any loss that you incur as a result of someone else using your Account, either with or without your knowledge. You may be held liable for any losses incurred by us, our affiliates, officers, directors, employees, consultants, agents, and representatives due to someone else’s use of your Account.

In addition, Rakuten Ready reserves the right to suspend or terminate the account of anyone who is found to have used a fake, inaccurate or misleading name, email or mobile phone number on their account, permitted other users to access and use their account, or used the account of any other user.

5.Intellectual Property Rights, Restrictions, and Your License to the Rakuten Ready Software

Provided that you agree to all of these Terms and comply with all of the requirements set forth below, Rakuten Ready is willing to license the Rakuten Ready Software to you, and agrees to give you a non-exclusive, fully-paid, limited and revocable right and license to use the Rakuten Ready Software for your personal use only. We can revoke this license at any time if we learn that you have violated any of these Terms. Rakuten Ready and its licensors retain full and complete ownership of the Rakuten Ready Software and all intellectual property rights inhering therein, arising therefrom or related thereto. You are not permitted to decompile, reverse-engineer, disassemble, or otherwise convert or attempt to convert any of the Software to a human-perceivable form of code.

Rakuten Ready’s name and logo, together with all other trademarks and logos used in or in connection with any Rakuten Ready Software, are and will remain the exclusive property of Rakuten Ready or its licensors, and you may not copy, use or display any of these names, logos or other trademarks in any manner (excluding displays found in or generated by the Software) without Rakuten Ready’s prior written consent, which we may withhold in our sole discretion.

In order to use the Rakuten Ready Software:

  • You must be at least 18 years of age;
  • You must comply with all laws, rules and regulations applicable to your use of the Rakuten Ready Software and to your selection, purchase and pickup of products from any stores for which you are using the Rakuten Ready Software;
  • You must respect and obey all laws regarding copyright and trademark ownership and use of intellectual property;
  • You must not attempt to violate any security features of the Rakuten Ready Software, or of any software, content or other features available from or with the Software; and
  • Where requested, you agree to share your location information with Rakuten Ready or its business partners and to ensure that the Rakuten Ready Software has access to that location information when needed.

You understand that the Rakuten Ready Software may use your name, address, and other relevant information necessary to facilitate or consummate purchases or other transactions, and you agree to indemnify and hold Rakuten Ready and its business partners harmless from and against any claims that we or they were not entitled to act as your agent, use your information, or execute transactions on your behalf. In addition, because missing, inaccurate, or incomplete location or personal information may prevent the Rakuten Ready Software from completing transactions on your behalf, you will be solely liable for (and Rakuten Ready and its business partners will have no liability for) any transactions that are not completed or that contain errors or other mistakes as a result of any such missing, inaccurate or incomplete information. You can always revoke your consent to share location information, but you understand that this may result in your inability to continue to use any services or features of the Rakuten Ready Software that rely on location services in order to operate.

6.Disclaimers and Limitations of Liability

THE RAKUTEN READY SOFTWARE AND ITS CONTENT AND FEATURES ARE MADE AVAILABLE “AS IS” WITHOUT WARRANTY OF ANY KIND. YOU ASSUME THE RISK OF ANY AND ALL DAMAGE OR LOSS FROM USE OF, OR INABILITY TO USE, THE RAKUTEN READY SOFTWARE. TO THE MAXIMUM EXTENT PERMITTED BY LAW, RAKUTEN READY EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE RAKUTEN READY SOFTWARE AND ITS CONTENT AND FEATURES, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT. RAKUTEN READY DOES NOT WARRANT THAT THE RAKUTEN READY SOFTWARE WILL MEET YOUR REQUIREMENTS OR THAT THE OPERATION OF THE RAKUTEN READY SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE.

RAKUTEN READY’S LIABILITY TO YOU IS LIMITED. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL RAKUTEN READY BE LIABLE FOR DAMAGES OF ANY KIND (INCLUDING, BUT NOT LIMITED TO, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, LOST PROFITS, OR LOST DATA, REGARDLESS OF THE FORESEEABILITY OF THOSE DAMAGES) ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF THE RAKUTEN READY SOFTWARE OR ANY SERVICES PROVIDED TO YOU BY RAKUTEN READY. THIS LIMITATION WILL APPLY REGARDLESS OF WHETHER THE DAMAGES ARISE OUT OF BREACH OF CONTRACT, TORT, OR ANY OTHER LEGAL THEORY OR FORM OF ACTION. RAKUTEN READY MAY TERMINATE YOUR ACCESS TO THE RAKUTEN READY SOFTWARE OR ALTER OR DELETE THE RAKUTEN READY SOFTWARE OR ITS CONTENT OR FEATURES AT ANY TIME, IN ANY WAY, AND FOR ANY REASON OR NO REASON, ALL IN RAKUTEN READY’S SOLE DISCRETION.

In addition, and without limiting the generality of any of the foregoing limitations or disclaimers, while the Rakuten Ready Software may facilitate or enable transactions between you and our business partners or other third parties, we have no control over, and no liability for, the software, applications, websites, stores or other products or services offered, provided or operated by these third parties. Rakuten Ready makes no guarantees about the accuracy, currency, content, or quality of the information that Rakuten Ready or the Rakuten Ready Software may provide from time to time regarding these third parties, nor does Rakuten Ready assume any responsibility for unintended, objectionable, inaccurate, misleading, or unlawful content that may come from these third parties, even if accessed via or provided by the Rakuten Ready Software.

Rakuten Ready reserves the right to block or terminate your use of the Rakuten Ready Software at any time and for any reason (including for no reason). To ensure that Rakuten Ready and its business partners can provide a high quality experience for you and for other users of the Rakuten Ready Software, you agree that we or our representatives may access your Account and records on a case-by-case basis to investigate complaints or allegations of abuse, infringement of third party rights, or other unauthorized uses of the Rakuten Ready Software. We do not intend to disclose the existence or occurrence of such an investigation unless required by law, but we reserve the right to terminate your Account or your use of the Rakuten Ready Software immediately, with or without notice to you, and without liability to you, if we believe that you have violated any of these Terms, furnished us with false or misleading information, or interfered with our operation of the Rakuten Ready Software or use of the Rakuten Ready Software by others.

7.Indemnification

You agree to indemnify and hold harmless Rakuten Ready and its business partners, and its and their respective owners, officers, directors, employees, contractors, parents, subsidiaries, affiliates, representatives, successors and assigns from any and all third party claims (including any losses, liability, damages, and/or costs related thereto, and further including our reasonable attorneys’ fees and costs) arising from any use of your Account (whether by you or by anyone else, whether or not authorized), your use of the Rakuten Ready software, or your violation of these Terms. We will notify you of any such claim, loss, liability, or demand, and in addition to your foregoing obligations, you agree to provide us with reasonable assistance, at your expense, in defending any such claims.

8.Entire Agreement

These Terms, together with the Privacy Notice and any third-party terms, conditions or agreements that may be made applicable hereto by a Rakuten Ready business partner, constitute the entire agreement between you and Rakuten Ready with respect to the subject matter hereof and govern your use of the Rakuten Ready Software, superseding any prior agreements between you and Rakuten Ready with respect thereto (including, without limitation, earlier versions of these Terms that may have been accepted by you). Any representations, statements or agreements made or entered into elsewhere, whether directly or indirectly, written or oral or in advertising will not be binding on Rakuten Ready unless expressly confirmed in writing by Rakuten Ready to you. You may also be subject to additional terms and conditions that may apply when you use or purchase certain other services, affiliate services, third party content or third-party software.

Any waiver or failure to enforce any provision of these Terms on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion. If any provision of these Terms is held to be invalid, such invalidity shall not affect the remaining provisions, all of which shall continue in effect

9.Dispute Resolution / Choice of Laws

The Rakuten Ready Software is controlled and operated by Rakuten Ready from its offices in the State of California. Rakuten Ready makes no representation that any of the materials or the services to which you have been given access are or will be available or appropriate for use in other locations. Your use of the Rakuten Ready Software should not be construed as Rakuten Ready purposefully availing itself of the benefits or privilege of doing business in any state or jurisdiction other than California. California law will govern these Terms and your use of the Rakuten Ready Software, and in the event that you should bring any claim against Rakuten Ready, you agree to do so exclusively in San Mateo County, California, in any state or federal court having jurisdiction.

Before you assert any formal legal claim against Rakuten Ready, we would like an opportunity to address your concerns without the need for litigation or any other formal proceeding. Before filing a claim against Rakuten Ready, you agree to try to resolve the dispute informally by submitting your request through help@RakutenReady.com. We will try to resolve the dispute informally by contacting you in writing via email. If your dispute has not been resolved within 30 days after you submit it to Rakuten Ready in accordance with this paragraph, both you and Rakuten Ready will have the right to bring a formal proceeding under the terms hereof.

10.Contact Information

Any time you have any questions about these Terms, about Rakuten Ready in general or about any Rakuten Ready Software, please email your questions to us at help@RakutenReady.com, and we will get back to you as quickly as possible.