TERMS OF USE

Please read these Terms of Use (the “Agreement”) carefully. Shopper.com (“Shopper.com,” “we,” us,” and “our”) provides you access to its online services subject to these Terms of Use. By accessing or using our website, you agree to these Terms of Use.

These Terms of Use together with our Privacy Policy govern your use of any of our website. From time to time, we may modify these Terms of Use. Any such modifications will be places on our website. Our Services include, among other things, delivering search results for products and services offered by third-party Merchants. As such, we are NOT a party to any transaction you may enter with any Merchants. Any question you have regarding a product or service should be directed to the merchant who provided that product or service.

1. ACCESS OR USING OUR SERVICE

(a) To access or use some content or features of our Site or Service, you may choose to provide us certain information, we may require you to provide certain information, or require that you establish an account with us through registration. Your access to certain content or features may be limited if you are not 18 years of age or older, or the legal age in your jurisdiction to form a legally binding agreement, or for other reasons.

(b) Whenever you submit information to us, you agree to provide true, accurate and complete information and agree to, if the option is available, promptly update the information if there have been changes to the information you provided.

(c) Accounts. We may also impose restrictions on your ability to establish an account (e.g., age limits, restrict business entities from setting up accounts, limitations on the number of accounts, etc.). When registering an account, you may need to select a username (“ID”) and password. You are responsible for keeping your ID and password, and other account information, confidential and are fully responsible for all activities that occur under your account, whether or not you authorized such activities.

2. VENUE

This website acts as online marketplaces for you to find and transact with merchants or providers of services that advertise and/or sell products or services on the Websites. Shopper.com is not a service provider or seller and does not sell any products or provide any of the services advertised on the Websites and is not a party to any transaction you may make with a merchant or service provider. Shopper.com is not acting as an agent of sale or an agent of any seller or provider of products or services. Shopper.com does not have any responsibility for, or liability related to, any product or service listed on the Websites. Except for products purchased from a merchant through a Shopper.com Store, you should direct any questions, complaints or claims related to any product or service to the appropriate seller or provider. Shopper.com does not endorse, warrant or guarantee the products or services of any seller, lender or broker.

Shopper.com does not warrant or guarantee in any way that prices, shipping costs, taxes, products or descriptions, or any other content on the Websites is accurate, complete, reliable, current or error-free. Site content is provided for informational purposes only and Shopper.com shall have no liability for inaccuracy or incompleteness in product or service content, user ratings or commentary, or other content on the Website. If there is any discrepancy between information on the Websites and information on a merchant’s or service provider’s site, the information on the merchant’s or service provider’s site shall govern.

With respect to educational offerings advertised on the Websites, Shopper.com is not responsible for and does not assist with any applications of any sort and does not control or guarantee admission or availability or eligibility for financial aid or other funding.

Shopper.com is not liable for any delay, inaccuracy, error or omission with respect to information or the transmission or delivery of all or any part thereof, for any damage arising therefrom or occasioned thereby, or for the results obtained from the use of the information. Shopper.com is not liable for any act or omission of any merchant or service provider on the Website. You assume the entire risk as to the accuracy, adequacy, completeness, currency, validity and quality of any information relating to the Services.

Shopper.com may, in its sole discretion, alter, modify, amend, update, or otherwise change, any information displayed on the Websites without notice and for any reason, including but not limited to effecting compliance with its then-existing policies.

3. TRANSACTIONS

Merchants or service providers generally conduct transactions through their own stores or through their own application processes. In these cases, you will be directed to the merchant’s or service provider’s website (such as by following a link from the Websites to the merchant’s or service provider’s website) or the merchant or service provider will contact you. Any transaction, application or other interaction between you and the merchant or service provider on or through the merchant’s or service provider’s website, offline store or application process will be pursuant to any terms or agreements made available by such merchant or service provider.

In all cases, transactions are entered into between you and the merchant or service provider, and neither Shopper.com nor any of its co-branded partners, licensees or affiliates (collectively “Partners”) shall assume any liability, obligation or responsibility in connection with any transaction between you and the users of the Website.

By participating in any transaction involving or resulting from your use of the Service, you acknowledge and agree that this Agreement and any terms of service or other policies established by third parties shall govern all transactions in which you participate through the Service.

4. INTELLECTUAL PROPERTY

Our Site, Service and related content (and any derivative works or enhancements of the same) including, but not limited to, all text, illustrations, files, images, software, scripts, graphics, photos, sounds, music, videos, information, content, materials, products, services, URLs, technology, documentation and interactive features (collectively, “Site Content”) and all intellectual property rights to the same are owned by us, our licensors, or both. Additionally, all trademarks, service marks, trade names and trade dress that may appear on our Site or Service are owned by us, our licensors, or both. Except for the limited use rights granted in these Terms of Use, you shall not acquire any right, title or interest in our Site or Service. Any rights not expressly granted in these Terms of Use are expressly reserved.

5. LINKS

We may provide links to external websites or resources (which are not the Websites) for your convenience and reference only. We do not control or endorse and are not responsible for the availability of or your experience on these external websites or resources or for any content, advertising, products, or other materials on or available from such external websites or resources. Your use of and dealings with the owners or operators of these external websites or resources are at your own risk. Once you link to an external website, you understand that you should read and understand that website’s privacy statement and other conditions of use. You cannot make any claim against Shopper.com (or its subsidiaries, affiliates, Partners or service providers, or each of their respective directors, officers, agents, and employees) arising out of your use of external websites or resources.

6. LIMITATION, SUSPENSION OR TERMINATION

(a) We may, in our sole discretion, temporarily or permanently change, limit, suspend or terminate your access to our Site or Service (including any Site Content or User Content) without prior notice. We may do so based on changes to our business practices (e.g., eliminating a Service, etc.), if you violate the letter and spirit of these Terms of Use, or for any other lawful reason. You agree that we are not liable to you or any third party for any such action.

(b) Any limitation, suspension or termination we impose shall not alter your obligations to us under these Terms of Use. The provisions of these Terms of Use which by their nature should survive any such action on our part shall survive including, but not limited to, the rights and licenses that you have granted to us in your User Content and provisions relating to indemnities, releases, disclaimers, limitations on liability, mandatory arbitration, no class action and all of the miscellaneous provisions in Section 17.

7. MEMBER REGISTRATION

You may register as a Member with Shopper.com. You must provide certain current, complete, and accurate information about yourself (the “Registration Data”) when registering as a Member or updating your Registration Data. You agree not to misrepresent your identity. You may not use the Websites and Service if your account has been suspended. You agree to maintain and keep your Registration Data current and to update the Registration Data as soon as it changes. You are responsible for maintaining the security of your password. Shopper.com and its service providers are not liable for any loss that you may suffer through the use of your password by others. You agree to notify Shopper.com immediately of any unauthorized use of your account or of any other breach of security known to you with respect to the Service.

8. ACCEPTABLE USE

(a) Our Site and Service (including, without limitation, Site Content and User Content) are provided for your information and personal, non-commercial use only. When using our Site or Service, you agree to comply with these Terms of Use, and all applicable federal, state and local laws.

(b) Except as expressly permitted by these Terms of Use, you may not:

use our Site or Service in an unlawful or fraudulent manner or for such purposes, to collect personally identifiable information, or to impersonate other users;

 

  • modify our copyright/trademark or other proprietary rights notices, or interfere with the security-related features of our Site or Service (e.g., those that prevent or restrict copying Site Content);

  • use our Site or Service in any way to manipulate or distort, or undermine the integrity and accuracy of, any reviews and ratings, or take any action to interfere with, damage, disrupt any part of our Site or Service;

  • use our Site or Service to send, knowingly receive, upload/post, download, any material which does not comply with our content standards;

  • use our Site or Service to transmit or facilitate the transmission of any unsolicited or unauthorized advertising or promotional material;

  • use our Site or Service to transmit any data, or upload to our Site or Service any data, that contains viruses, Trojan horses, worms, time-bombs, keystroke loggers, spyware, adware or any other harmful programs or similar computer code designed to adversely affect the operation of any computer software or hardware;

  • decompile, reverse engineer or disassemble any portion of our Site or Service;

  • use any robot, spider, other automatic device or manual process to monitor or copy our web pages or the content contained our Site or Service, or use network-monitoring software to determine architecture of or extract usage data from our Site or Service; or

  • engage in any conduct that restricts or inhibits any other user from using or enjoying our Site or Service.

 

(c) You agree to fully cooperate with us to investigate any suspected or actual activity that is in breach of these Terms of Use.

9. USER CONTENT

(a) We may now or in the future permit you to post, upload, transmit through or otherwise provide through our Site or Service (collectively, “submit”) messages, text, illustrations, files, images, graphics, photos, comments, sounds, music, videos, information (e.g., your name, e-mail address, etc.) and other content (collectively “User Content”). For example, any comment, rating or review of a product or a merchant that you post through our Site or Service is your User Content.

(b) Standards . You agree not to submit any User Content protected by copyright, trademark, patent, trade secret, moral right, or other intellectual property or proprietary right without the express permission of the owner of the respective right. You are solely liable for any damage resulting from your failure to obtain such permission or from any other harm resulting from your User Content. Furthermore, you represent and warrant that your User Content:

  • will be, in the context of reviews and ratings, based upon an actual shopping experience with the relevant merchant or third party, accurate (where facts are stated), reflect opinions genuinely held by you, and comply with all applicable laws;

  • will be truthful, non-misleading and non-deceptive;

  • will not contain any material which is tortious (e.g., defames or invades the privacy of any person, etc.), obscene, offensive, hateful or inflammatory;

  • will not promote sexually explicit material or violence, or promote discrimination based on race, sex, religion, nationality, disability, sexual orientation or age;

  • does not breach any legal duty you owe to a third party, such as a contractual duty or a duty of confidence;

  • will not be threatening, abuse or invade another’s privacy, or provided with an intent to harass, upset or embarrass any other person;

  • will not be provided with an intent to impersonate any person, to misrepresent your identity or affiliation with any person, or to falsely give the impression that your User Content comes from someone else; or

  • will not advocate, promote or assist any unlawful act (e.g., criminal acts, copyright infringement, computer misuse, etc.).

(c) We may monitor, edit or remove any User Content for violation of the letter or spirit of these terms, or for any other lawful reason. However, we have no obligation to look for, edit or remove (except for removal of content pursuant to Section 15) any User Content for any reason including, without limitation, violation of these terms.

(d) By submitting User Content, you automatically grant, or warrant that the owner has expressly granted, to us a worldwide, royalty-free, perpetual, irrevocable, non-exclusive, fully sublicensable and transferable right and license to use, reproduce, distribute, create derivative works based upon (e.g., translations, etc.), publicly display/perform, transmit and publish the User Content (in whole or in part) as we, in our sole discretion, deem appropriate in connection with our business and operations. Notwithstanding the foregoing, you waive any and all claims you may now or later have in any jurisdiction to so-called “moral rights” or rights of “droit moral” with respect to the User Content.

By submitting User Content, you also grant us the right, but not the obligation, to use your biographical or other information about you including, without limitation, all or some of your name, alias, nickname and geographical location, in connection with broadcast, print, online, or other use or publication of your User Content consistent with the license granted in the previous paragraph.

Without limiting the rights granted in the foregoing paragraphs, and for avoidance of doubt, we reserve the right to display advertisements in connection with your User Content, to use your User Content for advertising and promotional purposes, and provide third-parties your User Content. You acknowledge and agree that your User Content may be included on the websites and advertising networks of our distribution partners and third-party service providers (including their downstream users).

10. RELIANCE ON SITE INFORMATION

(a) Information available through our Site or Service is for educational, entertainment and promotional purposes only. While we make efforts to ensure that information provided by us is accurate, we do not represent or warrant that any User Content or Site Content is accurate, complete or current. In all instances, it is your responsibility to evaluate the accuracy, timeliness, completeness, or usefulness of Site Content, User Content, and other information and opinions expressed through our Site or Service. For instance, ratings and reviews may be informative to some but are not provided as a guarantee or prediction of the level of performance you may experience with the applicable product, service, merchant or other third party. You are solely responsible for any actions or decisions you take based on materials and information available through our Site and Service, and should carry out your own research and investigation as appropriate.

(b) If there is a dispute between you and anyone accessing our Site or Service, or you and any third party in connection with our Site or Service, you understand and agree that we are under no obligation to become involved. In such instances, you hereby release Shopper.com and its officers, directors, employees, parents, partners, successors, agents, affiliates, subsidiaries and their related companies from claims, demands and damages of every kind or nature arising out of, relating to or in any way connected with such dispute.

11. PRIVACY POLICY

Please read Shopper.com’s Privacy Policy. By accepting the Agreement, and each time you use the Service, you consent to Shopper.com’s collection, use and disclosure of your information or Registration Data in accordance with the Privacy Policy without any further notice or any liability to you or any other person.

12. ELECTRONIC COMMUNICATION

We provide our Service online, and you will interact with us electronically. You consent to receive communications from us electronically. We will communicate with you by email or by posting notices on the Websites. You agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communications and/or agreements be in writing.

13. ONLINE MERCHANTS AND THIRD PARTIES

(a) Your dealings with online merchants or other third parties via our Site or Service, including third party websites accessed via links on our Site, are solely between you and that third party. As such, when you engage in a transaction with a third party or access a third party’s website, you do so under their terms and policies, not ours. Complaints, questions and claims related to transactions with any third party should be directed to that third party.

(b) WE MAKE NO WARRANTIES REGARDING AND SHALL NOT BE LIABLE OR RESPONSIBLE TO YOU (WHETHER IN CONTRACT, TORT OR OTHERWISE) FOR YOUR USE OF, THE QUALITY OR LATE DELIVERY OF THE GOODS OR SERVICES FROM ANY THIRD PARTY OR FOR HONORING (OR TO CAUSE ANY MERCHANT TO HONOR) ANY ERRONEOUS INFORMATION REGARDING THE PRICE, DESCRIPTION AND AVAILABILITY OF, OR ANY DISCOUNTS, OFFERS, PROMOTIONS AND COUPONS RELATING TO ANY PRODUCT OR SERVICE OFFERINGS PROMOTED OR AVAILABLE THROUGH OUR SITE OR SERVICE.

14. LIMITS ON OUR LIABILITY

(a) UNDER NO CIRCUMSTANCES SHALL SHOPPER.COM OR ITS OFFICERS, DIRECTORS, EMPLOYEES, PARENTS, PARTNERS, SUCCESSORS, AGENTS, DISTRIBUTION PARTNERS, AFFILIATES, SUBSIDIARIES OR THEIR RELATED COMPANIES BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES (EVEN IF SHOPPER.COM HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), ARISING OUT OF, RELATING TO, OR IN ANY WAY CONNECTED WITH OUR SITE, SERVICE OR THESE TERMS OF USE. YOUR SOLE REMEDY FOR DISSATISFACTION WITH OUR SITE OR SERVICE INCLUDING, WITHOUT LIMITATION, SHOPPER.COM CONTENT IS TO STOP USING OUR SITE AND SERVICE. THIS LIMITATION SHALL ALSO APPLY WITH RESPECT TO DAMAGES INCURRED BY REASON OF SERVICES OR PRODUCTS, INFORMATION, ADVICE, INFORMATION OR ADVERTISING RECEIVED THROUGH OR IN CONNECTION WITH OUR SITE OR SERVICE OR ANY LINKS PROVIDED VIA EITHER. THESE LIMITATIONS SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW.

(b) REGARDLESS OF ANY INFORMATION YOU HAVE RECEIVED TO THE CONTRARY, IN NO EVENT SHALL OUR CUMULATIVE LIABILITY OR THAT OF OUR OFFICERS, DIRECTORS, EMPLOYEES, PARENTS, PARTNERS, SUCCESSORS, AGENTS, DISTRIBUTION PARTNERS, AFFILIATES, SUBSIDIARIES AND THEIR RELATED COMPANIES EXCEED $100. YOU AGREE THAT THIS IS A FAIR LIMITATION BASED UPON THE MANNER AND COST BY WHICH OUR SITE OR SERVICE ARE PROVIDED TO YOU, AND TAKING INTO ACCOUNT YOUR ABILITY TO USE ALTERNATIVE RESOURCES PROVIDING INFORMATION SIMILAR TO THAT OF OUR SITE OR SERVICE. FURTHERMORE, YOU AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF, RELATED TO, OR IN ANY WAY CONNECTED WITH OUR SITE, SERVICE OR THESE TERMS OF USE MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. CAUSES OF ACTION BROUGHT OUTSIDE THIS TIME PERIOD ARE WAIVED.

(c) In some jurisdictions limitations of liability are not permitted and, therefore, some of the above limits may not apply in all instances.

15. DISCLAIMER OF WARRANTIES

(a) TO THE FULL EXTENT PERMITTED BY LAW, SHOPPER.COM’S SERVICES AND ALL INFORMATION, CONTENT, MATERIALS, PRODUCTS (INCLUDING SOFTWARE) INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH ITS SERVICES ARE PROVIDED BY SHOPPER.COM ON AN “AS IS” AND “AS AVAILABLE” BASIS AND ARE NOT WARRANTED TO BE, AMONG OTHER THINGS, FREE OF COMPUTER VIRUSUS. YOU EXPRESSLY AGREE THAT YOUR USE OF OUR SITE AND SERVICE IS AT YOUR OWN RISK. SHOPPER.COM MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE OPERATION OF ITS SITE OR THE INFORMATION, CONTENT, MATERIALS, PRODUCTS (INCLUDING SOFTWARE) OR SERVICES INCLUDED ON ITS SITE OR OTHERWISE MADE AVAILABLE TO YOU THROUGH ITS SERVICES.

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(b) Certain state laws do not allow limitations on implied warranties. If these laws apply to you, some or all of the above disclaimers, exclusions or limitations may not apply to you, and you might have additional rights.

16. INDEMNIFICATION

You agree to indemnify and hold harmless Shopper.com and its officers, directors, employees, parents, partners, successors, agents, distribution partners, affiliates, subsidiaries and their related companies from and against any and all claims, liabilities, losses, damages, obligations, costs and expenses (including reasonable attorneys’ fees and costs) arising out of or related to: (i) your access to or use of our Site or Service; (ii) your User Content; (iii) any actual or alleged violation or breach by you of these Terms of Use; (iv) any actual or alleged breach of any representation, warranty or covenant that you have made to us; or (v) your acts or omissions. You agree to cooperate fully with us in the defense of any claim that is the subject of your obligations hereunder.

17. DISPUTE RESOLUTION AND MANDATORY ARBITRATION

We each agree to first contact each other with any disputes and provide a written description of the problem, all relevant documents/information and the proposed resolution. You agree to contact us with disputes by contacting us at the address provided in these Terms of Use. We will contact you based on the contact information you have provided us. Notice to Shopper.com must be sent to: contact@shopper.com

If after 45 days the parties are unable to resolve any dispute raised under the previous provision, the dispute may be submitted to arbitration. Arbitration will be conducted in the state of Nevada as otherwise mutually agreed upon by you and Shopper.com.

18. GOVERNING LAW

These Terms of Use shall be construed in accordance with the laws of the State of Nevada without regard to its conflict of laws rules.

19. NO CLASS ACTIONS

TO THE EXTENT ALLOWED BY LAW, WE EACH WAIVE ANY RIGHT TO PURSUE DISPUTES ON A CLASSWIDE BASIS; THAT IS, TO EITHER JOIN A CLAIM WITH THE CLAIM OF ANY OTHER PERSON OR ENTITY, OR ASSERT A CLAIM IN A REPRESENTATIVE CAPACITY ON BEHALF OF ANYONE ELSE IN ANY LAWSUIT, ARBITRATION OR OTHER PROCEEDING.

20. NO TRIAL BY JURY

TO THE EXTENT ALLOWED BY LAW, WE EACH WAIVE ANY RIGHT TO TRIAL BY JURY IN ANY LAWSUIT, ARBITRATION OR OTHER PROCEEDING.

21. COPYRIGHT INFRINGEMENT

(a) In appropriate circumstances and in our sole discretion, we may remove or disable access to material on any of our websites or hosted on our systems that may be infringing the copyright of others.

(b) Consistent with the Digital Millennium Copyright Act (“DMCA”), Shopper.com will respond to a notice of alleged copyright infringement regarding any information available on our Site or through our Service. Please note that this procedure is exclusively for notifying us that copyrighted material has allegedly been infringed and matters other than informing Shopper.com that copyrighted material may have been infringed will not receive a response through this process.

(c) Pursuant to the DMCA, your infringement notification must include the following information:

- An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest;

 

  • A description of the copyrighted work that you claim has been infringed upon;

  • A description of where the material that you claim is infringing is located on the site, including a link or screenshot of the webpage containing the infringing material, if applicable;

  • Your address, telephone number and e-mail address;

  • A statement by you that you have a good-faith belief that the disputed use is not authorized by the copyright owner, its agent or the law;

  • A statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf.

  • (d) Please send your notice of copyright infringement to Shopper.com’s designated Copyright Agent as follows: contact@shopper.com

22. GENERAL

The Agreement comprises the entire agreement between you and Shopper.com and supersedes all prior agreements regarding the subject matter contained herein. Shopper.com may amend the terms and conditions of this Agreement (the “amended terms”) from time to time. If you continue to use the Service after the amended terms become effective, you are deemed to have agreed to be bound by the amended terms. If you do not agree to the amended terms, then you agree not to use the Service. Your continued use of the Service constitutes an affirmative: (i) acknowledgment by you of this Agreement and its amended terms; and (ii) agreement by you to abide and be bound by the Agreement and its amended terms.

No waiver by either of us of any breach or default under these Terms of Use shall be deemed to be a waiver of any preceding or subsequent breach or default. The section headings used in these Terms of Use are for convenience only and shall not be given any legal import.

Except where specifically stated otherwise, if any part of these Terms of Use are deemed unlawful or unenforceable for any reason, we both agree that only that part of the Terms of Use shall be stricken and that the remaining terms in the Terms of Use shall not be affected and shall remain in force and effect.

You may not assign these Terms of Use or assign any rights or delegate any obligations hereunder, in whole or in part, without our prior written consent.

These Terms of Use (including the Privacy Policy and any Additional Terms incorporated by reference) constitute the entire agreement, and supersede all previous written or oral agreements, between you and Shopper.com in connection with the Site and Service.