THE AGREEMENT CONSTITUTES A BINDING CONTRACT BETWEEN YOU AND THE COMPANY. PLEASE READ IT CAREFULLY.
MODIFICATION OF THIS AGREEMENT
We reserve the right, at our discretion, to change, modify, add, or remove portions of this Agreement or any Guidelines at any time.
Please check this Agreement and all Guidelines periodically for changes.
Your continued use of the ShopAlerts™ service after the posting of any modifications or changes constitutes your binding acceptance of such changes.
When using the ShopAlerts™ service, You will be subject to any additional posted guidelines or rules applicable to certain offers or features, which may be communicated to You from time to time (the "Guidelines").
All Guidelines are hereby incorporated by reference into this Agreement.
For any material changes to this Agreement or any Guidelines, you acknowledge and agree that any such amended or modified terms shall automatically be effective thirty (30) days after they are initially posted on www.shopalerts.com.
- OWNERSHIP; PROPRIETARY RIGHTS
The ShopAlerts™ service is owned and operated by the Company.
The Company's software, content, visual interfaces, information, graphics, design, compilation, computer code, products, software, services, including, but not limited to, the mobile device applications, and all other elements of the Company's services (collectively, the "Materials") are protected by United States copyright, trade dress, patent, and trademark laws, international laws and conventions, and all other relevant intellectual property and proprietary rights, and applicable laws.
All Materials are the property of the Company or its subsidiaries, affiliated companies, and/or third-party licensors.
All trademarks, service marks, and trade names displayed via the ShopAlerts™ service are proprietary to the Company or its affiliates and/or third-party licensors.
Except as expressly authorized by the Company, you agree not to sell, license, distribute, copy, modify, publicly perform or display, transmit, publish, edit, adapt, create derivative works from, or otherwise make unauthorized use of the Materials.
- ACCOUNT INFORMATION
The ShopAlerts™ service is not available to persons under the age of 18 or to any Subscribers suspended or removed from the ShopAlerts™ service by the Company.
You agree that the information you provide to the Company upon registration and at all other times will be true, accurate, current and complete.
You also agree that you will ensure that this information is kept accurate and up to date at all times.
For example, you should notify the Company if your mobile device number changes.
When You register as a Subscriber to the ShopAlerts™ service, You may be asked to provide a password.
As You will be responsible for all activities that occur by those who use your password, You should keep your password strictly confidential at all times.
YOU MUST NOTIFY THE COMPANY IMMEDIATELY OF ANY UNAUTHORIZED USE OF YOUR PASSWORD OR IF YOU BELIEVE THAT YOUR PASSWORD IS NO LONGER CONFIDENTIAL AND KNOWN ONLY TO YOU.
We reserve the right to suspend your account and/or require You to alter your password if we believe for any reason that your password is no longer secure.
YOU MAY NOT SHARE YOUR SHOPALERTS™ ACCOUNT PASSWORD WITH ANY OTHER PERSON, FOR ANY REASON.
- PAYMENT TERMS; CANCELLATION
You agree to pay any fees due for and incurred by your use of the ShopAlerts™ service.
Any payments and fees for your use of the ShopAlerts™ service may be managed by your mobile carrier. Message and Data rates may apply.
Please refer to your mobile carrier's regular billing statement for charges related to the ShopAlerts™ service, and contact your mobile provider directly with any questions or comments related to these fees.
If you wish to discontinue using the ShopAlerts™ service, then you may cancel your ShopAlerts™ subscription at any time by logging on to www.shopalerts.com or by sending the text message STOP to 25787.
You can obtain help at any time by logging on to www.shopalerts.com to fill out the contact-us form, or by sending the text message HELP to 25787.
- PROHIBITED CONDUCT
YOU ACKNOWLEDGE AND AGREE THAT YOU MAY NOT, AND WARRANT THAT YOU WILL NOT:
use the ShopAlerts™ service if you are under the age of 18 years old;
use the ShopAlerts™ service for any commercial or non-private use; the ShopAlerts™ service is for personal, non-commercial use only;
fail to deliver payment for charges that may be assessed by your mobile carrier as a result of receiving messages through the ShopAlerts™ service;
use the ShopAlerts™ service for any unlawful purpose, or in violation of any local, state, national, or international law, including, without limitation, laws governing intellectual property and other proprietary rights, data protection and privacy, and import or export control;
remove, circumvent, disable, damage or otherwise interfere with security-related features of the ShopAlerts™ service or features that enforce limitations on use of the ShopAlerts service;
intentionally interfere with or damage operation of the ShopAlerts™ service or any user's enjoyment of, the ShopAlerts™ service by any means, including uploading or otherwise disseminating viruses, worms, or other malicious code;
use the ShopAlerts™ service with any products, systems, or applications installed or otherwise connected to or in communication with vehicles, or otherwise capable of vehicle navigation, positioning, dispatch, real time route guidance, fleet management, or similar applications;
use the ShopAlerts™ service in connection with hazardous environments requiring fail-safe performance or any application in which the failure or inaccuracy of that application or the ShopAlerts™ service could lead directly to death, personal injury, or severe physical or property damage;
attempt to gain unauthorized access to the ShopAlerts™ service, or any part of it, other accounts, computer systems or networks connected to the ShopAlerts™ service, or any part of it, through hacking, password mining or any other means or interfere or attempt to interfere with the proper working of the ShopAlerts™ service or any activities conducted through the ShopAlerts™ service; or
use any robot, spider, scraper or other automated means to access the ShopAlerts™ service for any purpose without the Company's express written permission or bypass measures the Company may use to prevent or restrict access to the ShopAlerts™ service or modify the ShopAlerts™ service in any manner or form, nor to use modified versions of the ShopAlerts™ service, including (without limitation) for the purpose of obtaining unauthorized access to the ShopAlerts™ service.
- REFUSAL OR SUSPENSION OF SERVICE
THE COMPANY RESERVES THE RIGHT TO DISABLE ANY SUBSCRIBER'S USE OF OR ACCESS TO THE SHOPALERTS™ SERVICE FOR ANY REASON AND WITHOUT ANY NOTICE, AND TO REFUSE ACCESS TO ANY PROSPECTIVE SUBSCRIBER FOR ANY REASON.
- THIRD PARTY WEBSITES, GOODS, PRODUCTS, AND SERVICES
The ShopAlerts™ service may include links to other websites or services solely as a convenience to Subscribers. The Company is not responsible for the information, material, goods, products or services contained on other linked websites or accessible through other linked websites. Furthermore, the Company makes no express or implied warranties with regard to the information, material, goods, products or services that are contained on or accessible through linked websites. Access and use of linked websites, including information, material, products and services on linked websites or available through linked websites is solely at your own risk.
Your correspondence or business dealings with, or participation in promotions of, retailers found on or through the ShopAlerts™ service are solely between you and such retailer. You agree that the Company shall not be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or as the result of the presence of such retailers through the ShopAlerts™ service.
The Company does not warrant the offerings of any businesses or their goods, products, or service offerings. The Company does not assume any responsibility or liability for the actions, product, and content of all these and any other third parties. You should carefully review their Privacy Policies and other terms and conditions of use.
Some goods, products, and services are provided under direct license from the third party and therefore the use of such products and services are governed by such third party license terms. In such case, you will be subject to such license terms and agree that any matters relating to your use of such good, product, or service, including any customer support or maintenance, will be between you and such vendor, and the Company will have no liability with respect thereto.
- LICENSE GRANT, RESTRICTIONS AND UPGRADES
To subscribe to the ShopAlerts™ service (including during a trial period), you must have a mobile device that is compatible with the ShopAlerts™ service and be a customer of a wireless carrier that enables the ShopAlerts™ service. The Company does not warrant that the ShopAlerts™ service will be compatible with your mobile device.
License Grant. The Company hereby grants you a non-exclusive, non-transferable, revocable license to use the ShopAlerts™ service.
Restrictions. You may not: (i) modify, disassemble, decompile or reverse engineer the ShopAlerts™ software, except to the extent that such restriction is expressly prohibited by law; (ii) rent, lease, loan, resell, sublicense, distribute or otherwise transfer the ShopAlerts™ software to any third party or use the ShopAlerts™ software to provide time sharing or similar services for any third party; (iii) make any copies of the ShopAlerts™ software; (iv) remove, circumvent, disable, damage or otherwise interfere with security-related features of the ShopAlerts™ software, features that prevent or restrict use or copying of any content accessible through the ShopAlerts™ software, or features that enforce limitations on use of the ShopAlerts™ software; or (v) delete the copyright and other proprietary rights notices on the ShopAlerts™ software.
Software Upgrades. You acknowledge that the Company may from time to time issue upgraded versions of the ShopAlerts™ software, and may automatically electronically upgrade the version of the ShopAlerts™ software that you are using on your mobile device. You consent to such automatic upgrading on your mobile device, and agree that the terms and conditions of this Agreement will apply to all such upgrades.
Open Source. With respect to any open source or third-party code that may be incorporated in the ShopAlerts™ software, such open source code is covered by the applicable open source or third-party license EULA, if any, authorizing use of such code.
Rights Reserved. The foregoing license grant under this Agreement is not a sale of the ShopAlerts™ software or any copy thereof, and the Company or its third party partners or suppliers retain all right, title, and interest in the ShopAlerts™ software (and any copy thereof). Any attempt by you to transfer any of the rights, duties or obligations hereunder, except as expressly provided for in this Agreement, is void. ShopAlerts™ reserves all rights not expressly granted under this Agreement.
- EXPORT CONTROL
The ShopAlerts™ software originates in the United States, and is subject to United States export laws and regulations.
The ShopAlerts™ software may not be exported or re-exported to certain countries or those persons or entities prohibited from receiving exports from the United States.
In addition, the ShopAlerts™ software may be subject to the import and export laws of other countries.
You agree to comply with all United States and foreign laws related to use of the ShopAlerts™ software and the ShopAlerts™ service.
- VIOLATIONS; TERMINATION
You agree that the Company, in the good faith belief that you have violated any of the terms and conditions of this Agreement, may terminate any account or subscription (or any part thereof) you have with the Company or use of the ShopAlerts™ service and remove and discard all or any part of your account at any time.
You agree that any termination of your access to the ShopAlerts™ service or any account you may have or portion thereof may be effected without prior notice, and you agree that the Company will not be liable to you or any third-party for any such termination.
Any suspected fraudulent, abusive or unlawful activity that may be grounds for termination of your use of the ShopAlerts™ service may be referred to appropriate law enforcement authorities.
These remedies are in addition to any other remedies the Company may have at law or in equity.
- DISCLAIMERS; NO WARRANTIES
THE SHOPALERTS™ SERVICE AND ANY THIRD-PARTY SOFTWARE, SERVICES, OR APPLICATIONS MADE AVAILABLE IN CONJUNCTION WITH OR THROUGH THE SHOPALERTS™ SERVICE IS PROVIDED "AS IS" AND WITHOUT WARRANTIES OF ANY KIND EITHER EXPRESS OR IMPLIED.
THE COMPANY, AND ITS SUPPLIERS AND PARTNERS (INCLUDING WITHOUT LIMITATION THE COMPANY'S THIRD-PARTY WIRELESS CARRIER PARTNERS), DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF PROPRIETARY RIGHTS.
THE COMPANY AND ITS SUPPLIERS AND PARTNERS (INCLUDING WITHOUT LIMITATION THE COMPANY'S THIRD-PARTY WIRELESS CARRIER PARTNERS) DO NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE SHOPALERTS™ SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SHOPALERTS™ SERVICE OR THE SERVER THAT MAKES THEM AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
THE COMPANY, AND ITS SUPPLIERS AND PARTNERS (INCLUDING WITHOUT LIMITATION THE COMPANY'S THIRD-PARTY WIRELESS CARRIER PARTNERS) DO NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF ANY LOCATION INFORMATION OR THE SHOPALERTS™ SERVICE IN TERMS OF SECURITY, SAFETY, CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE.
YOU (AND NOT THE COMPANY OR ITS SUPPLIERS OR PARTNERS) ASSUME THE ENTIRE COST OF ANY NECESSARY SERVICING, REPAIR, OR CORRECTION RELATED TO THE SHOPALERTS™ SERVICE.
YOU UNDERSTAND AND AGREE THAT YOU DOWNLOAD OR OTHERWISE OBTAIN MATERIAL OR DATA THROUGH THE USE OF THE SHOPALERTS™ SERVICE AT YOUR OWN DISCRETION AND RISK.
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.
- INDEMNIFICATION; HOLD HARMLESS
You agree to indemnify, defend, and hold the Company, its affiliated companies, and its suppliers and partners (including, without limitation, the Company's wireless carrier partners) harmless from any and all claims, suits, actions, losses, costs, damages, and any other liabilities, including attorneys' fees, arising out of or related to
a) your use or misuse of any location information generated through the use of the ShopAlerts™ service or the ShopAlerts™ service generally,
b) any violation of the rights of any other person or entity by you, or
c) any breach or violation by you of this Agreement.
The Company reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate with our defense of these claims.
- LIMITATION OF LIABILITY AND DAMAGES
YOU ACKNOWLEDGE AND AGREE THAT UNDER NO CIRCUMSTANCES, INCLUDING, WITHOUT LIMITATION, NEGLIGENCE, WILL THE COMPANY OR ITS AFFILIATES, CONTRACTORS, EMPLOYEES, AGENTS, THIRD-PARTY PARTNERS (INCLUDING, WITHOUT LIMITATION, THE COMPANY'S WIRELESS CARRIER PARTNERS) OR SUPPLIERS BE LIABLE TO YOU FOR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, RELIANCE, CONSEQUENTIAL, OR EXEMPLARY DAMAGES RELATED TO OR RESULTING FROM:
A) THE USE, DISCLOSURE, DISPLAY, OR MAINTENANCE OF YOUR LOCATION INFORMATION;
B) YOUR USE OR INABILITY TO USE THE SHOPALERTS™ SERVICE;
C) THE SHOPALERTS™ SOFTWARE OR SYSTEMS THAT MAKE THE SHOPALERTS™ SERVICE AVAILABLE; OR
D) ANY OTHER INTERACTIONS WITH THE COMPANY OR ANY OTHER USER OF THE SHOPALERTS™ SERVICE, EVEN IF THE COMPANY OR AN AUTHORIZED REPRESENTATIVE OF THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
YOU AGREE THAT THE LIMITATIONS OF LIABILITY SET FORTH IN THIS SECTION WILL SURVIVE ANY TERMINATION OR EXPIRATION OF THIS AGREEMENT AND WILL APPLY EVEN IF ANY LIMITED REMEDY SPECIFIED HEREIN IS FOUND TO HAVE FAILED ITS ESSENTIAL PURPOSE.
IN NO EVENT SHALL THE COMPANY'S (OR ITS AFFILIATES, CONTRACTORS, EMPLOYEES, AGENTS, SUPPLIERS, OR THIRD-PARTY PARTNERS INCLUDING, WITHOUT LIMITATION, THE COMPANY'S WIRELESS CARRIER PARTNERS') TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT OR YOUR USE OF THE SHOPALERTS™ SERVICE (WHETHER IN CONTRACT, TORT (INCLUDING WITHOUT LIMITATION NEGLIGENCE), WARRANTY, OR OTHERWISE) EXCEED ONE HUNDRED (100) DOLLARS.
THE LIMITATIONS OF LIABILITY SET FORTH IN THIS SECTION SHALL ALSO APPLY WITH RESPECT TO DAMAGES INCURRED BY REASON OF ANY GOODS, PRODUCTS, OR SERVICES SOLD OR PROVIDED BY THIRD PARTIES OTHER THAN THE COMPANY AND RECEIVED THROUGH OR ADVERTISED ON THE SHOPALERTS™ SERVICE OR RECEIVED THROUGH ANY LINKS PROVIDED ON THE SHOPALERTS™ SERVICE.
APPLICABLE LAW MAY NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY OR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.
IN SUCH CASES, YOU AGREE THAT THE COMPANY'S LIABILITY WILL BE LIMITED TO THE EXTENT PERMITTED BY LAW.
- CONSENT TO USE OF ELECTRONIC SIGNATURES AND RECORDS
As a convenience and courtesy to you, the Company provides access to services online which may require you to enter into agreements or receive notices electronically.
Accordingly, you acknowledge and agree that by clicking "I Agree" or "I Accept" or "Register" anywhere on the Site:
you agree to conduct electronically the particular transaction into which you thereby enter including, without limitation, entering into this Agreement;
you have read and understand the electronic copy of electronic contracts, notices and records, including, without limitation, this Agreement, the policies and any amendments hereto or thereto;
you agree to, and intend to be bound by, the terms of the particular transaction into which you thereby enter;
you are capable of printing or storing a copy of electronic records of transactions into which you enter including, without limitation, this Agreement and any amendments hereto; and
you agree to receive electronically information about our services and other electronic records into which you thereby enter including, without limitation, this Agreement.
Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California, without giving effect to any principles of conflicts of law.
Jurisdiction. You agree that any action at law or in equity arising out of or relating to this Agreement or the ShopAlerts™ service shall be filed only in the state or federal courts in and for San Francisco County, California and you hereby consent and submit exclusively to the personal jurisdiction of such courts for the purposes of litigating any such action. Either the Company or you may demand that any dispute or claim between the Company and you about or involving ShopAlerts™ must be settled by arbitration utilizing the dispute resolution procedures of the American Arbitration Association ("AAA") in San Francisco, California, USA and, if so demanded by the Company or you, both parties hereby acknowledge and agree to submit exclusively to the jurisdiction of the AAA in San Francisco, CA to resolve the applicable dispute or claim; provided that the foregoing shall not prevent either party from seeking injunctive relief in a court of competent jurisdiction.
Severability; Waiver. If any provision of this Agreement shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from this Agreement and shall not affect the validity and enforceability of any remaining provisions. A provision of this Agreement may be waived only by a written instrument executed by the party entitled to the benefit of such provision. The failure of any party at any time to require performance of any provision of this Agreement shall in no manner affect such party's right at a later time to enforce the same. A waiver of any breach of any provision of this Agreement shall not be construed as a continuing waiver of other breaches of the same or other provisions of this Agreement.
Notices. The Company may provide you with notices, including those regarding changes to this Agreement, by email, text messages or postings on www.ShopAlerts.com. Notice will be deemed given twenty-four hours after they are sent, unless the Company is notified that the email address or mobile number is invalid. Notices posted on www.ShopAlerts.com are deemed given and binding 30 days following the initial posting.
Assignment. This Agreement and related Guidelines, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned or transferred by the Company without restriction.
Survival. Any and all provisions related to or regarding limitation of liability, disclaimers, and indemnification and, specifically, Sections 1, 4, 8, 9, 10, and 14 through 17 hereby survive any termination of this Agreement or any termination of your use of or subscription to the ShopAlerts™ service.
Headings; Entire Agreement. The heading references herein are for convenience purposes only, do not constitute a part of this Agreement and shall not be deemed to limit or affect any of the provisions hereof. This is the entire agreement between us relating to the subject matter herein and shall not be modified except in writing, signed by both parties, or by a change to this Agreement or Guidelines made by the Company as set forth in Section 3 above.
- TIME PERIOD FOR BRINGING CLAIMS
YOU AND THE COMPANY AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE SHOPALERTS™ SERVICE MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES.
OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.