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(Effective & Last Modified November 16th, 2009)
Our Services include, among other things, delivering search results for products and services offered by third-party Merchants. We are NOT a party to any transaction you may enter with Merchants. If you have any questions, concerns or claims regarding a product or service you purchased by initiating a search using our Services, please address these to the relevant Merchant.
1. INTELLECTUAL PROPERTY
2. 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. You agree to notify us immediately of any breach of security or unauthorized use of your account or ID and password by clicking here .
3. LIMITATION, SUSPENSION OR TERMINATION
4. ACCEPTABLE USE
- 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.
5. 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) Grant of Rights & Use . We do not claim ownership to your User Content. However, 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 (e.g., "Todd W. - Columbus, OH," "Julie A. - Wyoming," etc.), 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).
6. 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 Shopzilla 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.
7. 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.
8. LIMITS ON OUR LIABILITY
(c) In some jurisdictions limitations of liability are not permitted and, therefore, some of the above limits may not apply in all instances.
9. DISCLAIMER OF WARRANTIES
(a) TO THE FULL EXTENT PERMITTED BY LAW, SHOPZILLA'S SERVICES AND ALL INFORMATION, CONTENT, MATERIALS, PRODUCTS (INCLUDING SOFTWARE) INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH ITS SERVICES ARE PROVIDED BY SHOPZILLA 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. SHOPZILLA 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.
(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.
11. DISPUTE RESOLUTION AND MANDATORY ARBITRATION
(b) If after 45 days the parties are unable to resolve any dispute raised under the previous provision, the dispute may be submitted to arbitration consistent with this Section. The parties understand that they would have had a right or opportunity to litigate disputes through a court and to have a judge or jury decide their case, but they choose to have any disputes resolved through arbitration.
(c) We each agree that any claim or dispute between us, and any claim by either of us against any agent, employee, successor, or assign of the other, including, to the full extent permitted by applicable law, third parties who are not signatories to this agreement, whether related to this agreement or otherwise, including past, present, and future claims and disputes, and including any dispute as to the validity or applicability of this arbitration clause, shall be resolved by binding arbitration administered by the JAMS under its rules and procedures in effect when the claim is filed. The rules and procedures and other information, including information on fees, may be obtained from JAMS' website (www.jamsadr.com) or by calling JAMS at 949-224-1810.
(d) We are entering into this arbitration agreement in connection with a transaction involving interstate commerce. Accordingly, this arbitration agreement and any proceedings thereunder shall be governed by the Federal Arbitration Act ("FAA"), 9 U.S.C. §§ 1-16. Any award by the arbitrator(s) may be entered as a judgment in any court having jurisdiction.
(e) Exception to Arbitrate. Either of us may bring qualifying claims in small claims court. Further, pursuant to Section 13 below, we each agree that any arbitration will be solely between you and Elations, not as part of a classwide claim (i.e., not brought on behalf of or together with another individual's claim). If for any reason any court or arbitrator holds that this restriction is unconscionable or unenforceable, then our agreement to arbitrate doesn't apply and the classwide dispute must be brought in court.
12. GOVERNING LAW
13. 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.
14. 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.
15. 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"), Shopzilla 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 Shopzilla 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 Shopzilla's designated Copyright Agent as follows:
12200 W. Olympic Blvd., Suite 300
Los Angeles, CA 90064
16. AMENDMENT; ADDITIONAL TERMS
17. OTHER TERMS
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