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Terms of service
Effective: February 1, 2019
The following Terms of Service (“Terms”) govern your access to and use of Shop Genius, LLC’s (“SHOP GENIUS”, “we”, “us”, or “our”) applications, websites, SMS, APIs, email notifications, buttons, widgets, ads, commerce services, and other services (collectively the “Services”), and any information, including personal information, text messages, cookies, and other information uploaded, downloaded, or used by you in connection with our Services (collectively referred to as “Content”). Your access to and use of the Services are conditioned on your acceptance of and compliance with these Terms. By accessing or using the Services you agree to be and are hereby are bound by these Terms.
1. BASIC TERMS
You may use the Services only if you are legally able to form a binding contract with SHOP GENIUS and are not a person barred from receiving services under the laws of the United States or other applicable jurisdiction. If you are accepting these Terms and using the Services on behalf of a company, organization, government, or other legal entity, you represent and warrant that you are authorized to do so. You may use the Services only in compliance with these Terms and all applicable local, state, national, and international laws, rules and regulations.
The Services that SHOP GENIUS provides are always evolving and the form and nature of the Services that SHOP GENIUS provides may change from time to time without prior notice to you. In addition, SHOP GENIUS may stop (permanently or temporarily) providing the Services (or any features within the Services) to you or to users generally and may not be able to provide you with prior notice. We also retain the right to create limits on use and storage at our sole discretion at any time without prior notice to you.
The Services may include advertisements, which may be targeted to the Content or information on the Services, queries made through the Services, or any other information. The types and extent of advertising by SHOP GENIUS on the Services are subject to change. In consideration for SHOP GENIUS granting you access to and use of the Services, you agree that SHOP GENIUS, its affiliates, including direct and indirect owners, direct and indirect subsidiaries, and other affiliated entities, and its third party providers and partners may place such advertising on the Services or in connection with the display of Content or information from the Services whether submitted by you or others.
If and to the extent the Services utilize a password or your device(s) or computer(s) utilize(s) one or more passwords, you, and you alone, are responsible for safeguarding all passwords that you use to access your device(s) and/or computers for using the Services and for any activities or actions under your passwords. We encourage you to use “strong” passwords (passwords that use a combination of upper and lower case letters, numbers and symbols) with your device(s), computer(s), and/or accounts. SHOP GENIUS cannot and will not be liable for any loss or damage arising from your failure to comply with the above.
4. CONTENT OF SERVICES
All Content, whether publicly available or privately transmitted, is the sole responsibility of the person who originated such Content. We may not monitor or control the Content used via the Services and, we cannot take responsibility for such Content. Any use or reliance on any Content or materials used via the Services or obtained by you through the Services is at your own risk.
We do not endorse, support, represent or guarantee the completeness, truthfulness, accuracy, or reliability of any Content or communications used via the Services or endorse any opinions expressed via the Services. You understand that by using the Services, you may be exposed to Content that might be offensive, harmful, inaccurate or otherwise inappropriate, or in some cases, Content that have been mislabeled or are otherwise deceptive. Under no circumstances will SHOP GENIUS be liable in any way for any Content, including, but not limited to, any errors or omissions in any Content, or any loss or damage of any kind incurred as a result of the use of any Content posted, emailed, transmitted or otherwise made available via the Services or broadcast elsewhere.
5. YOUR RIGHTS
You are responsible for your use of the Services, for any Content you provide, and for any consequences thereof, including the use of your Content by other users and our third party partners. SHOP GENIUS shall not be responsible or liable for any use of your Content by SHOP GENIUS in accordance with these Terms. You represent and warrant that you have all the rights, power and authority necessary to grant the rights granted herein to any Content that you use in connection with the Services.
6. YOUR LICENSE TO USE THE SERVICES
SHOP GENIUS gives you a personal, worldwide, royalty-free, non-assignable and non-exclusive license to use the software that is provided to you by SHOP GENIUS as part of the Services. This license is for the sole purpose of enabling you to use and enjoy the benefit of the Services as provided by SHOP GENIUS, in the manner permitted by these Terms.
7. SHOP GENIUS RIGHTS
All right, title, and interest in and to the Services (excluding Content provided by users) are and shall remain the exclusive property of SHOP GENIUS and its licensors. The Services are protected by copyright, trademark, and other laws of both the United States and foreign countries. Nothing in the Terms gives you a right to use the SHOP GENIUS name or any of the SHOP GENIUS trademarks, logos, domain names, and other distinctive brand features. Any feedback, comments, or suggestions you may provide regarding SHOP GENIUS, or the Services is entirely voluntary and we will be free to use such feedback, comments or suggestions as we see fit and without any obligation to you.
8. RESTRICTIONS ON USE OF THE SERVICES
We reserve the right at all times (but will not have an obligation) to remove or refuse to distribute any Content on the Services, to suspend or terminate users, and to reclaim usernames without liability to you. We also reserve the right to access, read, preserve, and disclose any information as we reasonably believe is necessary to (i) satisfy any applicable law, regulation, legal process or governmental request, (ii) enforce the Terms, including investigation of potential violations hereof, (iii) detect, prevent, or otherwise address fraud, security or technical issues, (iv) respond to user support requests, or (v) protect the rights, property or safety of SHOP GENIUS, its users and the public.
You may not do any of the following while accessing or using the Services: (i) access, tamper with, or use non-public areas of the Services, SHOP GENIUS’s computer systems, or the technical delivery systems of SHOP GENIUS’s providers; (ii) probe, scan, or test the vulnerability of any system or network or breach or circumvent any security or authentication measures; (iii) access or search or attempt to access or search the Services by any means (automated or otherwise) other than through our currently available, published interfaces that are provided by SHOP GENIUS (and only pursuant to the applicable terms and conditions), unless you have been specifically allowed to do so in a separate agreement with SHOP GENIUS (NOTE: crawling the Services is permissible if done in accordance with the provisions of the robots.txt file, however, scraping the Services without the prior consent of SHOP GENIUS is expressly prohibited); (iv) forge any TCP/IP packet header or any part of the header information in any email or posting, or in any way use the Services to send altered, deceptive or false source- identifying information; or (v) interfere with, or disrupt, (or attempt to do so), the access of any user, host or network, including, without limitation, sending a virus, overloading, flooding, spamming, mail-bombing the Services, or by scripting the creation of Content in such a manner as to interfere with or create an undue burden on the Services.
9. ENDING THESE TERMS
The Terms will continue to apply until terminated by either you or SHOP GENIUS as follows: (i) you may end your legal agreement with SHOP GENIUS at any time for any or no reason by deactivating your accounts and discontinuing your use of the Services, provided that these Terms will apply to your relationship with SHOP GENIUS prior to you deactivating your account and provided further that you do not need to specifically inform SHOP GENIUS when you stop using the Services if you deactivate your account; (ii) if you stop using the Services without deactivating your accounts, your accounts may be deactivated due to prolonged inactivity at which time your legal agreement with SHOP GENIUS will end, provided that these Terms will apply to your relationship with SHOP GENIUS prior to the time your account is deactivated; or (iii) we may suspend or terminate your accounts or cease providing you with all or part of the Services at any time for any or no reason, including, but not limited to, if we reasonably believe: (x) you have violated these Terms or any rules or regulations SHOP GENIUS may establish from time to time, (y) you create risk or possible legal exposure for us; or (z) our provision of the Services to you is no longer commercially viable, provided that these Terms will apply to your relationship with SHOP GENIUS during any period during which your account is suspended and will apply to your relationship with SHOP GENIUS during the period prior to the time your account is terminated. NOTWITHSTANDING THE FOREGOING, IN ALL SUCH CASES, THE TERMS SHALL TERMINATE, INCLUDING, WITHOUT LIMITATION, YOUR LICENSE TO USE THE SERVICES, EXCEPT THAT THE FOLLOWING SECTIONS SHALL CONTINUE TO APPLY AND SHALL SURVIVE TERMINATION: 4, 5, 7, 8, 9, 10, AND 11.
We will make reasonable efforts to notify you by the phone number or email address associated with your account or the next time you attempt to access your account if your account has been deactivated, suspended, or terminated. NOTHING IN THIS SECTION SHALL AFFECT SHOP GENIUS’S RIGHTS TO CHANGE, LIMIT OR STOP THE PROVISION OF THE SERVICES WITHOUT PRIOR NOTICE, AS PROVIDED ABOVE IN SECTION 1.
10. DISCLAIMERS AND LIMITATIONS OF LIABILITY
PLEASE READ THIS SECTION CAREFULLY SINCE IT LIMITS THE LIABILITY OF SHOP GENIUS AND ITS PARENTS, SUBSIDIARIES, AFFILIATES, RELATED COMPANIES, SHAREHOLDERS, MEMBERS, MANAGERS, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, REPRESENTATIVES, PARTNERS, SERVICES PROVIDERS, CONTRACTORS, AND LICENSORS (COLLECTIVELY, THE “SHOP GENIUS ENTITIES”). EACH OF THE SUBSECTIONS BELOW ONLY APPLIES UP TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW. SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OF IMPLIED WARRANTIES OR THE LIMITATION OF LIABILITY IN CONTRACTS, AND AS A RESULT THE CONTENTS OF THIS SECTION MAY NOT APPLY TO YOU. NOTHING IN THIS SECTION IS INTENDED TO LIMIT ANY RIGHTS YOU MAY HAVE WHICH MAY NOT BE LAWFULLY LIMITED.
A. The Services are Available “AS-IS”
Your access to and use of the Services or any Content are at your own risk. You understand and agree that the Services are provided to you on an “AS IS” and “AS AVAILABLE” basis. Without limiting the foregoing, to the maximum extent permitted under applicable law, THE SHOP GENIUS ENTITIES DISCLAIM ALL WARRANTIES AND CONDITIONS, WHETHER EXPRESS OR IMPLIED, OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.
The SHOP GENIUS Entities make no warranty or representation and disclaim all responsibility and liability for: (i) the completeness, accuracy, availability, timeliness, security or reliability of the Services or any Content; (ii) any harm to your computer system, hardware, or software, device hardware or software, loss of data, or other harm that results from your access to or use of the Services or any Content; (iii) the deletion of, or the failure to store or to transmit, any Content and other communications maintained by the Services; and (iv) whether the Services will meet your requirements or be available on an uninterrupted, secure, or error-free basis. No advice or information, whether oral or written, obtained from the SHOP GENIUS Entities or through the Services, will create any warranty or representation not expressly made herein.
The Services may contain links to third-party websites or resources. You acknowledge and agree that the SHOP GENIUS Entities are not responsible or liable for: (i) the availability or accuracy of such websites or resources; or (ii) the content, products, or services on or available from such websites or resources. Links to such websites or resources do not imply any endorsement by the SHOP GENIUS Entities of such websites or resources or the content, products, or services available from such websites or resources. You acknowledge sole responsibility for and assume all risk arising from your use of any such websites or resources.
C. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SHOP GENIUS ENTITIES SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS OR REVENUES, WHETHER INCURRED DIRECTLY OR INDIRECTLY, OR ANY LOSS OF DATA, USE, GOOD-WILL, OR OTHER INTANGIBLE LOSSES, RESULTING FROM (I) YOUR ACCESS TO OR USE OF OR INABILITY TO ACCESS OR USE THE SERVICES; (II) ANY CONDUCT OR CONTENT OF ANY THIRD PARTY ON THE SERVICES, INCLUDING WITHOUT LIMITATION, ANY DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT OF OTHER USERS OR THIRD PARTIES; (III) ANY CONTENT OBTAINED FROM THE SERVICES; OR (IV) UNAUTHORIZED ACCESS, USE OF THE SERVICS OR ALTERATION OF YOUR TRANSMISSIONS OR CONTENT.
IN NO EVENT SHALL THE AGGREGATE LIABILITY OF THE SHOP GENIUS ENTITIES EXCEED THE GREATER OF ONE HUNDRED U.S. DOLLARS (U.S. $100.00) OR THE AMOUNT YOU PAID SHOP GENIUS, IF ANY, IN THE PAST SIX MONTHS FOR THE SERVICES GIVING RISE TO THE CLAIM.
THE LIMITATIONS OF THIS SUBSECTION SHALL APPLY TO ANY THEORY OF LIABILITY, WHETHER BASED ON WARRANTY, CONTRACT, STATUTE, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, AND WHETHER OR NOT THE SHOP GENIUS ENTITIES HAVE BEEN INFORMED OF THE POSSIBILITY OF ANY SUCH DAMAGE, AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
11. GENERAL TERMS
A. Waiver and Severability
The failure of SHOP GENIUS to enforce any right, remedy, or provision of these Terms will not be deemed a waiver of such right, remedy or provision. In the event that any provision of these Terms is held to be invalid or unenforceable, then that provision will be limited or eliminated to the minimum extent necessary, and the remaining provisions of these Terms will remain in full force and effect.
B. Controlling Law and Jurisdiction
These Terms and any action related thereto will be governed by the laws of the State of Illinois without regard to or application of its conflict of law provisions or your state or country of residence. All claims, causes of action, governmental action, legal proceedings or litigation arising in connection with the Services will be brought solely in the federal or state courts located in Cook County, Illinois, United States, and, by using the Services, you irrevocably consent to the jurisdiction of and venue in such courts and waive any objection as to inconvenient forum and expressly agree to services of process within the United States of America.
If you are a federal, state, or local government entity in the United States using the Services in your official capacity and legally unable to accept the controlling law, jurisdiction or venue clauses above, then those clauses do not apply to you. For such U.S. federal government entities, these Terms and any action related thereto will be governed by the laws of the United States of America (without reference to conflict of laws) and, in the absence of federal law and to the extent permitted under federal law, the laws of the State of Illinois (excluding choice of law).
C. Entire Agreement
We may revise these Terms from time to time, the most current version will always be at www.shopgenius.com If the revision, in our sole discretion, is material we may notify you via an email, text message to the phone number associated with your account or via a message upon opening the SHOP GENIUS application. By continuing to access or use the Services after those revisions become effective, you agree to be bound by the revised Terms.
For the avoidance of doubt, these Terms are an express written agreement between you and Shop Genius, LLC. If you have any questions about these Terms, please contact Rita Spaccapaniccia at [email protected].
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