TERMS OF SERVICE
Updated and effective October 19th, 2018
PLEASE READ THESE TERMS OF SERVICE (“Terms”) CAREFULLY BEFORE USING THE SERVICES (DEFINED BELOW), AS THEY AFFECT YOUR LEGAL RIGHTS AND OBLIGATIONS. IF YOU DO NOT AGREE TO BE BOUND BY ALL OF THESE TERMS, DO NOT USE THE SERVICES. We recommend that you print a copy of these Terms for future reference.
These Terms apply to the website from which you are accessing these Terms and its features, and any applications (including, without limitation, the ShopRunner mobile application) or other online services or features that post a link to or include these Terms (however accessed or used, whether via a personal computer, mobile device or otherwise) (collectively, the “Services”). ShopRunner, Inc. (“ShopRunner”) owns or operates the Services. These Terms also apply to your use of the Services on Retailer (defined below) sites. These Terms do not apply to any offline activities by ShopRunner (unless specifically stated). Not all features or functionality addressed in these Terms will be available on each instance of the Services. By clicking or ticking a box to agree to these Terms or by interacting with or using the Services, you agree to be bound by these Terms. You affirm that you have the capacity to agree to these Terms and are of legal age, or, if under the legal age in your state of residence, your parent or legal guardian agrees to these terms on your behalf. For purposes of these Terms, a “ShopRunner Retailer” or “Retailer” is a retailer that makes ShopRunner Services available to ShopRunner members.
When using or interacting with the Services, these Terms and a separate Policies document (“Policies”), browser extension terms and/or end user license agreement may apply to your use of the Services (“Additional Terms”). The Additional Terms are incorporated herein by reference. To the extent there is a conflict between these Terms and any Additional Terms, the Additional Terms will control unless the Additional Terms expressly state otherwise. Your use of the Services may also be subject to certain third party terms such as those set forth by the credit company through which you receive your ShopRunner membership.
NOTE THAT THE “ARBITRATION AGREEMENT” SECTION BELOW CONTAINS PROVISIONS THAT REQUIRE, WITH LIMITED EXCEPTIONS, ALL DISPUTES ARISING OUT OF OR RELATING TO YOUR USE OF THE SERVICES TO BE RESOLVED IN BINDING ARBITRATION, AND NOT IN COURT, AND THAT YOU AND SHOPRUNNER WAIVE THE RIGHT TO BRING OR PARTICIPATE IN A CLASS ACTION IN CONNECTION WITH SUCH DISPUTES. PLEASE READ THE ARBITRATION AGREEMENT CAREFULLY. BY USING THE SERVICES OR ACCEPTING THIS AGREEMENT, YOU HEREBY AGREE TO BE BOUND BY THE ARBITRATION AGREEMENT.
- OWNERSHIP OF SERVICES MATERIALS
- MEMBERSHIP SIGN-UP, RENEWAL AND CANCELLATION
- SHOPRUNNER BENEFITS
- RETAILER PARTICIPATION AND RESPONSIBILITIES
- YOUR ACCOUNT
- USER CONTENT
- USER CONTENT POLICY
- COPYRIGHTS AND OTHER INTELLECTUAL PROPERTY AND RELATED COMPLAINTS
- MOBILE FEATURES
- SWEEPSTAKES, CONTESTS, AND PROMOTIONS
- JURISDICTIONAL ISSUES
- LINKS TO THIRD-PARTY CONTENT AND APPLICATIONS
- LINKING POLICY
- LIMITATION OF LIABILITY
- DISCLAIMER OF WARRANTY
- GOVERNING LAW
- ARBITRATION AGREEMENT
- SPECIAL TERMS FOR APPLE iOS DEVICES
- CHANGES TO THESE TERMS
- CONTACTING US
1. OWNERSHIP OF SERVICES MATERIALS
The Services include all materials that are included in or are otherwise a part of the Services (including past, present and future versions of the Services and new Services that may be introduced), including, without limitation: graphics; layout; text; instructions; images; trademarks, logos, and service marks; audio; videos; designs; technology; applications; artwork; information; data; compilations; advertising copy; domain names; any and all copyrightable material (including without limitation source and object code); the “look and feel” of the Services; the compilation, assembly and arrangement of the Services’ materials; and all other materials related to the Services (collectively, “Materials”).
The Materials are owned by or licensed to ShopRunner and are protected from unauthorized use, copying and dissemination by copyright, trademark, patent, and other laws, rules, regulations and treaties. Except as expressly set forth in these Terms or expressly granted to you in writing by ShopRunner, no rights in the Materials (either by implication, estoppel or otherwise) are granted to you. You acknowledge that you do not acquire any ownership rights in the Materials by using the Services. You may only use the Materials as expressly set forth in these Terms. UNAUTHORIZED USE, COPYING, REPRODUCTION, STORING, MODIFICATION, REPUBLISHING, UPLOADING, DOWNLOADING, POSTING, TRANSMITTING, DISTRIBUTING, DUPLICATING, REMOVAL OR ALTERATION OF ADVERTISING OR ANY OTHER MISUSE OF ANY OF THE MATERIALS IS STRICTLY PROHIBITED.
Subject to your strict compliance with these Terms and any Additional Terms, ShopRunner grants you a limited, personal, non-exclusive, non-commercial, revocable, non-sublicensable, non-assignable and non-transferable license to access and view the Materials (excluding source and object code, other than as made available to access and use via standard web browsers to enable display on your device). When you access or view the Materials, you must: (a) keep intact all copyright and other proprietary notices; (b) make no modifications to the Materials; and (c) not allow or assist any third party (whether or not for your benefit) to copy or adapt any object code associated with the Services or reverse engineer, modify or attempt to discover any source code associated with the Services (except to the extent any foregoing restriction is prohibited by applicable law). You also agree that you will not, including without limitation by use of any robot, scraper, or other data mining technology or process, frame, mask, extract data or other materials from, copy or distribute the Materials (except as may be a result of standard search engine or Internet browser usage). Except as expressly provided in these Terms, you may not copy, reproduce, republish, modify, create derivative works of, upload, download, perform, display, post, transmit, distribute or otherwise use Materials in any way, without the prior written permission of a duly authorized ShopRunner employee. You agree to abide by any and all copyright notices, information, or restrictions contained in any part of the Services. Any and all rights to use the Services that are not expressly granted to you under these Terms are reserved for ShopRunner or its licensors. Nothing contained in these Terms will affect, impair, or limit in any way ShopRunner’s rights to exploit fully any or all of the Materials. Unauthorized use of Materials may be a violation of federal, state, provincial and/or other laws and could result in civil and criminal liability.
2. MEMBERSHIP SIGN-UP, RENEWAL AND CANCELLATION
Details about ShopRunner memberships and benefits, including how trial periods work, the automatic renewal of ShopRunner subscription memberships and instructions for how to cancel are described in our Policies.
3. SHOPRUNNER BENEFITS
Benefits of a ShopRunner membership are described in our Policies.
4. RETAILER PARTICIPATION AND RESPONSIBILITIES
Please see our Policies for details about participating Retailers, including information about your relationship with Retailers from whom you make purchases and Retailer responsibilities. The Retailers that are part of our ShopRunner program may vary from time to time, and you acknowledge and agree that your membership is not contingent upon the participation of any specific Retailer in our ShopRunner program.
5. YOUR ACCOUNT
When you create a membership account for the Service, you will also be asked to choose a password. When you create your account, you agree to provide only true, accurate, current and complete information. You are solely responsible for maintaining the confidentiality of your password. You agree not to provide your password to any other person or to use the account of another user of the Service at any time. You agree to notify us immediately if you suspect any unauthorized use of or access to your account. We reserve the right, but have no obligation, to accept or refuse your membership request in our discretion. You may not transfer or assign your ShopRunner membership. We reserve the right to place a membership account on hold at our discretion to investigate potential fraud or misuse of the Service. You acknowledge that, although ShopRunner’s objective is to make the Service accessible 24 hours per day, 7 days per week, the Service may be unavailable from time to time for any reason including, without limitation, routine maintenance. You understand and acknowledge that due to circumstances both within and outside of the control of ShopRunner, access to the Service may be interrupted, suspended or terminated from time to time. You agree to comply with all rules, laws and regulations that are applicable to your use of the Services, including, without limitation, those governing your transmission or use of any software or data. The Service are intended for personal use only and shall not be used to purchase merchandise for resale.
You hereby assign to ShopRunner all rights in any feedback or suggestions (“Feedback”) you provide to ShopRunner and agree that ShopRunner will have the right to use the Feedback and related information in any manner it deems appropriate.
7. USER CONTENT
The Services may provide you the opportunity to participate and post content publicly in forums, through interactive features and through other communication functionality (“Community Forums”). You may choose, through such features or otherwise, to submit or post photographs, videos, questions, comments, suggestions or other content (collectively, “User Content”)
A. Responsibility for User Content. You understand that you are solely responsible for your User Content, however submitted. ShopRunner does not control the User Content made available via the Services and therefore does not guarantee the accuracy, integrity, quality or lawfulness of User Content.
If you include personally identifiable information in your User Content, you do so at your own risk, and you understand that you may receive unsolicited messages from third parties. Further, ShopRunner cannot ensure the security of any information you post on publicly available areas of the Services. You understand that by using the Services, you may be exposed to content or other User Content that is offensive or objectionable.
We have no obligation to monitor any User Content made available via the Services. However, you acknowledge and agree that ShopRunner has the right to do so and the right (but not the obligation) to delete, edit, move, or disable any such User Content in whole or in part in ShopRunner’s sole discretion. Under no circumstances will we be liable in any way for any of your User Content including, but not limited to, any errors or omissions in your User Content, any loss of your User Content or for any loss or damage of any kind incurred as a result of your User Content.
You agree and understand that the ShopRunner Parties are not obligated to post or use your User Content submitted through the Services or otherwise, and may alternatively choose to discard or remove your User Content without any liability whatsoever. You further authorize ShopRunner to publish your User Content in a searchable format that may be accessed by users of the Services and the Internet. You agree that ShopRunner has no obligation to monitor or enforce your intellectual property rights to your User Content (except where and if required under applicable law) but has the right to protect and enforce its rights to your User Content.
C. Unsolicited Ideas. Please do not send unsolicited ideas, creative suggestions and/or any related materials through the Services or to any ShopRunner Party (“Unsolicited Submissions”). If you nonetheless submit an Unsolicited Submission to a ShopRunner Party, it will be deemed User Content as defined above and you grant to ShopRunner the right and license to your Unsolicited Submissions as User Content as set forth in the Section “License to ShopRunner” above.
8. USER CONTENT POLICY
When you contribute, upload or otherwise provide your User Content through the Services, you agree to comply with the following requirements:
A. User Content must be your own. All User Content must be created by you and you must have all rights in the User Content; or, all persons who contributed in any way or have any rights to your User Content, or otherwise appear in the User Content, must have given you permission to upload and distribute the User Content through the Services and elsewhere.__Upon ShopRunner’s request, you will furnish ShopRunner any documentation, substantiation or releases necessary to verify your compliance with these Terms.__
B. No use of others’ User Content or infringing third-party materials. Your User Content should not contain any content that infringes third party rights, including third party trademarks and copyrights. Do not use any User Content that belongs to other people without their permission–this means you absolutely may not include any content owned or created by someone else, including, without limitation, no uploading or copying of content you found elsewhere on the Internet without proper permission.
C. Only you, your friends and family may appear in images or videos. If you upload photos or videos through the Services, make sure they are of you or of you and someone you know–but only with their express permission to post it.
D. Original music only. Your User Content may not contain any music unless you wrote it and perform it (or you have all rights to the musical work, including without limitation any performances). No jingles, sampling or otherwise using existing music.
E. Keep User Content relevant. Your User Content should relate to the content available in connection with the Services and should be intended to add to the discussion–it should not include irrelevant topics or postings.
F. Follow codes of social decency. Be respectful. Do not make personal attacks. Express yourself with non-offensive individual self-expression so we can continue to build a community for everyone to enjoy. Cursing, harassing, stalking, posting insulting comments, personal attacks, gossip or similar actions are prohibited. Your User Content may not threaten, abuse or harm others. Your User Content may not include any negative comments that are connected to race, national origin, religion, gender, sexual preference or physical handicap or that are defamatory, slanderous, indecent, obscene, pornographic or sexually explicit. If you think your User Content might offend someone, chances are it will–so it shouldn’t be posted through the Services.
G. No User Content that is violent, illegal or promotes inappropriate activity. Your User Content must not violate any law. Your User Content may not promote any illegal activity and your User Content may not promote violence nor describe how to perform a violent act. If you do upload or post User Content that is illegal, violent in nature, or otherwise inappropriate, we reserve the right to take any action that we deem appropriate, in our sole discretion, including without limitation reporting you to law enforcement.
H. Represent yourself and your opinions truthfully. Do not impersonate any other person, user, ShopRunner or other company. Do not upload or post User Content that you know is false, fraudulent, deceptive, inaccurate, misleading or that misrepresents your identity or affiliation with a person or ShopRunner or any other company. If you leave product reviews, such reviews should be based upon your truthful, personal experiences with the product. If you received any sort of incentive, such as free merchandise or discounts, on the product you are reviewing, you agree to clearly disclose that fact in your review.
I. Keep private information private. Remember that Community Forums are public and User Content will be accessible and viewable by other users. Do not post personal information (for example, never reveal your passwords, phone number, address, email address or similar information). If there is something you do not want the world to see, do not post it through the Services. And, what is true for you is true for others. Your User Content may not reveal another person’s address, phone number, email address, credit card number or any information that may be used to track, contact, or impersonate that individual or that is personal in nature.
J. Use caution when interacting with others. You are solely responsible for your interaction with other users of the Services, whether online or offline. We are not responsible or liable for the conduct of any user. We reserve the right, but have no obligation, to monitor or become involved in disputes between you and other users. Please exercise common sense and your best judgment in your interactions with others, when you submit or post any personal or other information, and in all other online activities.
K. No User Content for commercial purposes.Your User Content may not advertise or promote a product or service. You may not use your User Content to raise money for anyone or for a pyramid or other multi-tiered marketing scheme.
L. Do not damage the Services or anyone’s computers.User Content may not contain viruses, Trojan horses, spyware or any other technologies that could impact the operation of the Services or any computer system.
In cases where you feel threatened or believe someone else is in danger, you should contact your local law enforcement agency immediately.
If you download any software or files from the Services, including, without limitation, any audio files, video files, data files, images incorporated in or generated by the software or files, data accompanying the download and any files transmitted to you as part of a ShopRunner newsletter or similar services (collectively, the “Downloads”), you are granted a limited, personal, non-exclusive, non-commercial, revocable, non-assignable and non-transferable license in such Downloads by us or the owner of the Downloads. Title to the Downloads is not transferred to you. You may own the medium on which the Downloads are recorded, but we or the owner of such Downloads retain all right, title, and interest in and to the Downloads, and all intellectual property rights in the Downloads. You may not resell, decompile, reverse engineer, disassemble or otherwise reduce the Downloads to a human-perceivable form (except to the extent any foregoing restriction is prohibited by applicable law), or transfer the Downloads to any third party. Any Downloads are done at your own discretion and risk and you will be solely responsible for any damage to your device or loss of data that results from such Downloads.
10. COPYRIGHTS AND OTHER INTELLECTUAL PROPERTY AND RELATED COMPLAINTS
You may not use the Services for any purpose or in any manner that infringes the rights of any third party. ShopRunner encourages you to report any content made available through the Services that you believe infringes your rights. Only the intellectual property rights owner or person authorized to act on behalf of the owner can report potentially infringing content. If you have a good faith belief that content made available through the Services infringes your copyright, trademark, or other intellectual property rights, please follow the procedures set forth below.
In accordance with the U.S. Digital Millennium Copyright Act of 1998 (the__“DMCA__”), ShopRunner has a designated agent for receiving notices of copyright infringement and ShopRunner follows the notice and take down procedures of the DMCA. If you believe that your work has been copied in a way that constitutes copyright infringement, please provide ShopRunner’s Copyright Agent (Copyright Agent contact information is set forth below) the following information required by the Online Copyright Infringement Liability Limitation Act of the Digital Millennium Copyright Act, 17 U.S.C. 512: (a) a physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; (b) identification of the copyright work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site; (c) identification of the material that is claimed to be infringing or to be the subject of infringing activity and information reasonably sufficient to permit us to locate the material; (d) information reasonably sufficient to permit us to contact the complaining party; (e) a statement that the complaining party has a good-faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and (f) a statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
If you believe that any content made available through the Services contains content that violates your rights other than copyrights, please provide ShopRunner at least the following information: (a) a physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; (b) identification of the material that is claimed to be infringing or to be the subject of infringing activity and information reasonably sufficient to permit us to locate the material; (c) an explanation what rights you own/have and why you believe the content infringes your rights sufficient for us to evaluate your complaint; and (d) accurate contact information for you.
Please send (a) your notice of claims of copyright infringement on or regarding the Services, or (b) a complaint regarding alleged violation of rights other than copyrights, to ShopRunner’s Copyright Agent, who can be reached as follows:
By email to email@example.com (with subject “Copyright Complaints”);
By telephone at 1.888.721.7467; or
By postal mail to 350 N. LaSalle, 6th Floor, Chicago, IL 60654, Attn: General Counsel
We have a policy of terminating the accounts of users who (in our reasonable discretion) are repeat infringers.
It is often difficult to determine if your intellectual property rights have been violated or if the DMCA requirements have been met. We may request additional information before we remove any infringing material. If a dispute develops as to the correct owner of the rights in question, we reserve the right to remove your content along with that of the alleged infringer pending resolution of the matter.
ShopRunner will provide you with notice if your User Content has been removed based on a third-party complaint of alleged infringement of the third party’s intellectual property rights.
11. MOBILE FEATURES
The Services may offer features that are available to you via your mobile phone or other mobile device. These features may include, without limitation, the ability to view Materials, upload content through the Services, receive messages from the Services, download applications to your mobile device or access Services features (collectively, the “Mobile Features”). Message and data rates and other carrier fees may apply. Fees and charges will appear on your mobile device bill or be deducted from your mobile device pre-paid balance. Your carrier may prohibit or restrict certain Mobile Features and certain Mobile Features may be incompatible with your carrier or mobile device. Please contact your carrier with questions regarding these issues. As applicable, instructions regarding how to opt-out of Mobile Features will be disclosed in connection with Mobile Features. The instructions may require you to text a keyword (e.g., “STOP”) to the applicable short code for the Mobile Feature.
You agree that the Mobile Features for which you are registered may send communications to your mobile device regarding ShopRunner or other parties. Further, we may collect information related to your use of the Mobile Features. If you have registered for Mobile Features, you agree to notify ShopRunner of any changes to your mobile number and update your account(s) with the Services to reflect this change. By giving us your phone number you are consenting to phone calls and text messages at that number. You acknowledge and agree that: (a) messages to your mobile phone number may be sent via an automated telephone dialing system; and (b) consent to receive any such messages is not a condition of purchasing any goods or services from ShopRunner.
12. SWEEPSTAKES, CONTESTS, AND PROMOTIONS
Any sweepstakes, contests, or promotions (“Promotions”) accessible through the Services may be governed by its own set of official rules, which may have eligibility requirements, such as certain age or geographic area restrictions. By entering or participating in such Promotions, you will become subject to those official rules. It is your responsibility to read the applicable rules to determine whether or not your participation, registration or entry will be valid or restricted, and to determine the sponsor’s requirements of you in connection with the applicable Promotion.
13. JURISDICTIONAL ISSUES
The information provided through the Services is not intended for distribution to or use by any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation or which would subject ShopRunner to any registration requirement within such jurisdiction or country. ShopRunner controls and operates the Services from offices located in the United States and makes no representations or warranties that the information, products or services contained on or through the Services are appropriate for use or access in other locations. Anyone using or accessing the Services from other locations does so on their own initiative and is responsible for compliance with United States’ and local laws regarding online conduct and acceptable content, if and to the extent such laws are applicable. We reserve the right to limit the availability of the Services or any portion of the Services, to any person, geographic area, or jurisdiction, at any time and in our sole discretion, and to limit the quantities of any content, program, product, service or other feature that we provide.
Software related to or made available by these Services may be subject to United States export controls. Thus, no software from this Services may be downloaded, exported or re-exported: (a) into (or to a national or resident of) any country to which the United States has embargoed goods; or (b) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Commerce Department’s Table of Deny Orders. By downloading any software related to this Services, you represent and warrant that you are not located in, under the control of, or a national or resident of, any such country or on any such list.
14. LINKS TO THIRD-PARTY CONTENT AND APPLICATIONS
Links through the Services to third-party websites (including without limitation any advertisements and offers on Retailer websites) are provided as a convenience to you. If you use these links, you will leave the Services. ShopRunner does not control or endorse any such advertiser or other third-party websites, and, except to the extent you use ShopRunner benefits in connection with a qualifying purchase on a Retailer website, your dealings with such third parties are solely between you and such third parties. You agree that none of the ShopRunner Parties will be responsible or liable for (a) any loss or damage of any sort incurred as the result of any such dealings or as the result of the presence of such advertiser or other third-party links through the Services; (b) for any content, goods or services provided on or through third-party websites; or (c) for your use or inability to use such third-party websites. You use these links and do business with these third parties at your own risk.
Retailer offers advertised through the Services are provided by third parties outside of the Services and the Services may provide links to these Retailers and offers. Further, Services functionality may also permit interactions between the Services and a third-party website or online feature, including without limitation applications that connect the Services or your profile with the Services with a third-party site. For example, the Services may include a button enabling you to indicate, on your social networking page, that you “like” specific content available through the Services, or a feature that lets you post to your social networking page a link to specific Services content or the ability to share content from the Services or your User Content posted through the Services with a third party, which may be publicly posted on that third party’s website. Using this functionality typically requires you to login to your account on the third-party site and you do so at your own risk.
We do not control any of these third-party sites or any of their content. Accordingly, you understand and agree that we are not responsible for your use of these services provided by third parties, and that your use of such services is subject to the terms and conditions established by such third parties. EXCEPT WITH RESPECT TO YOUR USE OF ANY ELIGIBLE SHOPRUNNER BENEFITS, YOUR CORRESPONDENCE AND BUSINESS DEALINGS WITH THIRD PARTIES FOUND THROUGH THE SERVICES INCLUDING, WITHOUT LIMITATION, THE PAYMENT AND DELIVERY OF PRODUCTS AND SERVICES, AND ANY TERMS, CONDITIONS, WARRANTIES AND REPRESENTATIONS ASSOCIATED WITH ANY SUCH DEALINGS, ARE SOLELY BETWEEN YOU AND THE THIRD PARTY. We encourage you to review such third parties’ user terms and privacy policies before you use their services.
Descriptions of, references to, or links to products, services or publications within the Services do not imply endorsement of that product, service or publication.
15. LINKING POLICY
ShopRunner grants you the revocable permission to link to the Services; provided, however, that any link to the Services: (a) must not present false information about, disparage, damage, dilute or tarnish the goodwill associated with ShopRunner or its products or services, any ShopRunner property or any other intellectual property; (b) must not create the false appearance that your website or organization is sponsored, endorsed by, affiliated or associated with ShopRunner; (c) must not frame or create a browser or border environment around any of the content available through the Services or otherwise mirror any part of the Services; (d) must not use any ShopRunner trademarks without the prior written permission from ShopRunner; (e) must not contain content that could be construed as distasteful, offensive or controversial or otherwise objectionable (in ShopRunner’s sole opinion); and (f) must be owned and controlled by you or the person or entity placing the link, or otherwise permit you to enable such link subject to these Terms. You agree that you will not link to the Services from any source that is unlawful, abusive, indecent or obscene, that promotes violence or illegal acts, that contains expressions of racism, that is libelous, defamatory, scandalous, or inflammatory or is otherwise inappropriate (in ShopRunner’s sole discretion). If you do link to the Services, the link must be in plain text, unless otherwise pre-approved in writing by ShopRunner. ShopRunner reserves the right, in its sole discretion, to terminate a link with any website that it deems inappropriate or inconsistent with the Services or these Terms. By linking to the Services, you agree that you do and will continue to comply with the above linking requirements.
Notwithstanding anything to the contrary contained in these Terms, ShopRunner reserves the right to prohibit linking to the Services for any reason in our sole and absolute discretion.
17. DISCLAIMER OF WARRANTIES
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES (INCLUDING, WITHOUT LIMITATION, ALL MATERIALS, INFORMATION, LINKS, MESSAGES, DOWNLOADS, MOBILE FEATURES, AND OTHER MATERIALS CONTAINED IN THE SERVICES) ARE PROVIDED TO YOU ON AN “AS IS,” “WHERE IS,” “WHERE AVAILABLE” AND “WITH ALL FAULTS” BASIS, AND WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, EITHER EXPRESS, IMPLIED, OR STATUTORY. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, THE SHOPRUNNER PARTIES EXPRESSLY DISCLAIM ALL WARRANTIES ASSOCIATED WITH THE SERVICES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, CUSTOM, TRADE, QUIET ENJOYMENT, SYSTEM INTEGRATION, FREEDOM FROM COMPUTER VIRUS, AND FITNESS FOR A PARTICULAR PURPOSE. WITHOUT LIMITING THE FOREGOING AND TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE SHOPRUNNER PARTIES DO NOT WARRANT THAT YOUR USE OF THE SERVICES WILL BE TIMELY, UNINTERRUPTED, ERROR-FREE, OR SECURE, THAT DEFECTS OR ERRORS WILL BE CORRECTED, OR THAT THE SERVICES (OR THE SERVER THAT MAKES IT AVAILABLE) ARE FREE OF VIRUSES, MALWARE OR OTHER HARMFUL COMPONENTS.
YOU ASSUME RESPONSIBILITY AND RISK FOR YOUR USE OF THE SERVICES AND YOUR RELIANCE THEREON. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, NO OPINION, ADVICE, OR STATEMENT OF ANY SHOPRUNNER PARTY, WHETHER MADE ON THE SERVICES OR OTHERWISE, SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN.
FURTHER, THE SHOPRUNNER PARTIES DO NOT WARRANT THAT YOUR ACTIVITIES OR USE OF THE SERVICES ARE LAWFUL IN ANY PARTICULAR JURISDICTION AND, IN ANY EVENT, SHOPRUNNER SPECIFICALLY DISCLAIMS SUCH WARRANTIES.
THE SHOPRUNNER PARTIES NEITHER ENDORSE NOR ARE RESPONSIBLE FOR ANY OPINION, ADVICE, INFORMATION, STATEMENT OR OTHER USER CONTENT OR SUBMISSIONS MADE OR DISPLAYED IN CONNECTION WITH THE SERVICES BY THIRD PARTIES (INCLUDING WITHOUT LIMITATION ANY OTHER USER OF THE SERVICES) AND, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SPECIFICALLY DISCLAIM RESPONSIBILITY OR LIABILITY TO ANY PERSON OR ENTITY FOR ANY LOSS, DAMAGE (WHETHER ACTUAL, CONSEQUENTIAL, PUNITIVE OR OTHERWISE), INJURY, CLAIM, LIABILITY OR OTHER CAUSE OF ANY KIND OR CHARACTER BASED UPON OR RESULTING FROM ANY SUCH CONTENT OBTAINED THROUGH THE SERVICES. PLEASE REMEMBER THAT IT IS YOUR RESPONSIBILITY TO EVALUATE THE ACCURACY AND RELIABILITY OF ANY OPINION, ADVICE, INFORMATION OR STATEMENT AVAILABLE THROUGH THE SERVICES. A POSSIBILITY EXISTS THAT THE SERVICES COULD INCLUDE INACCURACIES OR ERRORS. ADDITIONALLY, A POSSIBILITY EXISTS THAT UNAUTHORIZED ALTERATIONS COULD BE MADE TO THE SERVICES BY THIRD PARTIES. ALTHOUGH WE ATTEMPT TO ENSURE THE INTEGRITY OF THE SERVICES, THE SHOPRUNNER PARTIES MAKE NO GUARANTEES AS TO THE SERVICES’ COMPLETENESS OR CORRECTNESS.
ALL DISCLAIMERS OF ANY KIND IN THESE TERMS ARE MADE FOR THE BENEFIT OF BOTH SHOPRUNNER AND THE SHOPRUNNER PARTIES.
18. LIMITATION OF LIABILITY
TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, NONE OF THE SHOPRUNNER PARTIES ARE RESPONSIBLE OR LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR EXEMPLARY DAMAGES WHATSOEVER, UNDER ANY CONTRACT, TORT (INCLUDING WITHOUT LIMITATION NEGLIGENCE), STRICT LIABILITY OR OTHER THEORY ARISING OUT OF OR RELATING IN ANY WAY DIRECTLY OR INDIRECTLY, TO: (A) THE SERVICES (INCLUDING WITHOUT LIMITATION ALL INFORMATION, PRODUCTS, SERVICES, DOWNLOADS, MOBILE FEATURES, COLLABORATIVE CONTENT, VIRAL DISTRIBUTION AND THE MATERIALS AND OTHER CONTENT CONTAINED ON AND/OR OBTAINED THROUGH THE SERVICES); (B) YOUR USE OF OR INABILITY TO USE, OR THE PERFORMANCE OF, THE SERVICES; (C) ANY ACTION TAKEN IN CONNECTION WITH AN INVESTIGATION BY THE SHOPRUNNER PARTIES OR LAW ENFORCEMENT AUTHORITIES REGARDING YOUR USE OF THE SERVICES; (D) ACTION TAKEN IN CONNECTION WITH COPYRIGHT OR OTHER INTELLECTUAL PROPERTY OWNERS; (E) ERRORS OR OMISSIONS IN THE SERVICES’ TECHNICAL OPERATION; OR (F) ANY DAMAGE THAT RESULTS FROM EVENTS BEYOND OUR REASONABLE CONTROL, SUCH AS DAMAGES TO ANY USER’S DEVICE, HARDWARE, DEVICE SOFTWARE, OR OTHER EQUIPMENT OR TECHNOLOGY INCLUDING, WITHOUT LIMITATION, DAMAGE FROM ANY SECURITY BREACH OR FROM ANY VIRUS, BUGS, TAMPERING, FRAUD, ERROR, OMISSION, INTERRUPTION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER LINE OR NETWORK FAILURE OR ANY OTHER TECHNICAL OR OTHER MALFUNCTION, EVEN IF FORESEEABLE (TO THE EXTENT PERMITTED BY APPLICABLE LAW) OR EVEN IF THE SHOPRUNNER PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOUR SOLE REMEDY FOR DISSATISFACTION WITH ANY PORTION OF THE SERVICES IS TO STOP USING THE SERVICES, AND THE SOLE AND EXCLUSIVE MAXIMUM AGGREGATE LIABILITY TO THE SHOPRUNNER PARTIES FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT, TORT (INCLUDING WITHOUT LIMITATION NEGLIGENCE), OR OTHERWISE) SHALL BE THE GREATER OF TEN UNITED STATES DOLLARS ($10) OR THE TOTAL AMOUNT PAID BY YOU, IF ANY, TO ACCESS THE SERVICES. THE FOREGOING LIMITATION ON DAMAGES IS NOT INTENDED TO LIMIT THE SHOPRUNNER PARTIES’ OBLIGATION TO PAY PREVAILING PARTY COSTS OR FEES IF RECOVERABLE PURSUANT TO APPLICABLE LAW.
THE SHOPRUNNER PARTIES DO NOT EXCLUDE OR LIMIT IN ANY WAY THEIR LIABILITY TO YOU WHERE IT WOULD BE UNLAWFUL TO DO SO. THIS INCLUDES, WITHOUT LIMITATION, LIABILITY FOR DEATH OR PERSONAL INJURY CAUSED BY SHOPRUNNER’S NEGLIGENCE OR THE NEGLIGENCE OF ITS EMPLOYEES, AGENTS OR SUBCONTRACTORS, OR FOR FRAUD OR FRAUDULENT MISREPRESENTATION.
EXCEPT TO THE EXTENT PROHIBITED BY APPLICABLE LAW, YOU AGREE THAT IN THE EVENT YOU INCUR ANY DAMAGES, LOSSES OR INJURIES THAT ARISE OUT OF SHOPRUNNER’S ACTS OR OMISSIONS, THE DAMAGES, IF ANY, CAUSED TO YOU ARE NOT IRREPARABLE OR SUFFICIENT TO ENTITLE YOU TO AN INJUNCTION PREVENTING ANY EXPLOITATION OF THE SERVICES OR ANY OTHER SHOPRUNNER WEBSITE, PROPERTY, PRODUCT, SERVICE, OR OTHER MATERIALS OWNED OR CONTROLLED BY THE SHOPRUNNER PARTIES, AND YOU WILL HAVE NO RIGHTS TO ENJOIN OR RESTRAIN THE DEVELOPMENT, PRODUCTION, DISTRIBUTION, ADVERTISING, EXHIBITION OR EXPLOITATION OF THE SERVICES OR ANY OTHER SHOPRUNNER WEBSITE, PROPERTY, PRODUCT, SERVICE, OR OTHER MATERIALS OWNED OR CONTROLLED BY THE SHOPRUNNER PARTIES.
BY ACCESSING THE SERVICES, YOU UNDERSTAND THAT YOU MAY BE WAIVING RIGHTS WITH RESPECT TO CLAIMS THAT ARE AT THIS TIME UNKNOWN OR UNSUSPECTED, AND IN ACCORDANCE WITH SUCH WAIVER, YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND, AND HEREBY EXPRESSLY WAIVE, THE BENEFITS OF SECTION 1542 OF THE CIVIL CODE OF CALIFORNIA, AND ANY SIMILAR LAW OF ANY STATE OR TERRITORY, WHICH PROVIDES AS FOLLOWS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.”
ALL LIMITATION OF LIABILITY OF ANY KIND IN THESE TERMS ARE MADE FOR THE BENEFIT OF BOTH SHOPRUNNER AND THE SHOPRUNNER PARTIES.
19. GOVERNING LAW
These Terms shall be governed by and construed under the laws of the Commonwealth of Pennsylvania, the United States, without regard to the Uniform Computer Information Transactions Act. Choice of law rules and the United Nations Convention on Contracts for the International Sale of Goods will not apply.
20. ARBITRATION AGREEMENT
If you are a resident of the United States, then, as part of these Terms of Service, you and ShopRunner each agree as follows (the “Arbitration Agreement”):
Any claim or controversy arising out of or relating to your use of the Services (including without limitation the arbitrability of any claim or controversy) shall be resolved by binding arbitration in accordance with the Federal Arbitration Act. The parties waive their rights to file suit in court to assert any allegation, claim, or cause of action against the other, or to have a jury trial on any allegation, claim, or cause of action, and any right to do so (including without limitation the right to a jury trial) is hereby waived. Notwithstanding the foregoing, you and ShopRunner retain the right to seek remedies in small claims court for disputes or claims within that court’s jurisdiction, and ShopRunner retains the right to apply to a court of competent jurisdiction for provisional or conservatory relief, including without limitation pre-arbitral attachments or injunctions, and to adjudicate disputes relating to the infringement or misappropriation of intellectual property.
Any claim or controversy arising out of or relating to your use of the Services or this Arbitration Agreement shall be governed by the procedural and substantive laws of the Commonwealth of Pennsylvania, without reference to choice-of-law rules. The arbitration will be administered by JAMS pursuant to its Streamlined Arbitration Rules & Procedures then in effect. The arbitration shall be presided over by a single arbitrator in Montgomery County, Pennsylvania. In the event this venue will cause undue hardship to you, then, the discretion of the arbitrator, the arbitration will be conducted solely on the basis of documents submitted, with the parties participating through telephonic or video conference hearings, or at a location reasonably convenient to the parties in the state in which you reside at the time the arbitration is commenced, provided that it is within the Continental U.S. To the extent that any of the foregoing provisions are inconsistent with JAMS applicable standards then in effect, such JAMS rules shall apply.
Claims subject to this Arbitration Agreement may not be arbitrated on a class or representative basis and you will not be able to participate in an arbitration as a representative or member of any class of claimants pertaining to that claim.
All aspects of the arbitration and award shall be confidential, except to the extent disclosure is necessary in connection with an application to a court for a preliminary or permanent injunction, a petition to confirm or vacate an award, to obtain legal or other professional advice necessary for the protection of a party’s rights, or as required by law or judicial decision.
Subject to you demonstrating that the costs of arbitration will be prohibitive as compared to the costs of litigation, ShopRunner will pay as much of the fees charged to you by JAMS as the arbitrator deems necessary to prevent the arbitration from being cost prohibitive to you.
The arbitrator will not have authority to award punitive or exemplary damages, and the parties waive any right to recover such damages. As part of the award, the prevailing party shall be awarded its costs, including without limitation arbitration fees, expert witness fees, if any, and reasonable attorney’s fees.
If any portion of this Arbitration Agreement is found to be invalid, illegal or unenforceable, for any reason, that specific portion shall be severed from the rest, but such severance shall not affect the enforceability of the remainder of this agreement. No waiver of any provision of this Arbitration Agreement will be effective or enforceable unless recorded in a writing signed by the party waiving the provision, and any such waiver shall not waive or affect any other provision of this agreement.
THE FOREGOING PROVISIONS LIMIT CERTAIN RIGHTS, INCLUDING WITHOUT LIMITATION THE RIGHT TO MAINTAIN A COURT ACTION, THE RIGHT TO A JURY TRIAL, THE RIGHT TO PARTICIPATE IN ANY FORM OF CLASS OR REPRESENTATIVE CLAIM, THE RIGHT TO ENGAGE IN DISCOVERY EXCEPT AS PROVIDED IN THE JAMS RULES AND THESE DISPUTE RESOLUTION TERMS, AND THE RIGHT TO CERTAIN REMEDIES AND FORMS OF RELIEF; PROVIDED THAT NOTHING HEREIN WILL RESTRAIN A CALIFORNIA RESIDENT’S RIGHT, IF ANY, TO SEEK PUBLIC INJUNCTIVE RELIEF AS PERMITTED BY LAW. OTHER RIGHTS THAT YOU WOULD HAVE IN COURT ALSO MAY NOT BE AVAILABLE IN ARBITRATION.
You may terminate your account at any time, for any reason, by following the instructions on the “My Account” pages applicable at the time of your termination or by calling member services. To the extent permitted by applicable law, ShopRunner may immediately terminate these Terms or immediately suspend or terminate your access to the Service or any aspects of the Service at ShopRunner’s discretion and without notice, including, without limitation, for your breach of these Terms or other conduct by you that ShopRunner considers inappropriate. ShopRunner may send notice of such termination or suspension to you at the e-mail address you provide in your member registration or such other e-mail address as you may later provide to ShopRunner. If you cease to be a ShopRunner member, your membership will terminate and your right to access and use the Service will terminate immediately. If you remove a guest, the guest membership will terminate immediately.
Upon termination of these Terms by either party, your right to access and use the Service will terminate immediately. You agree that no ShopRunner Party shall be liable to you or to any third party for any modification, suspension or discontinuation of the Services, and you further agree that we will have no liability to you for any costs, losses, damages, or liabilities arising out of or related to our termination of these Terms due to your breach. Upon termination of your access to the Services or the Services, or upon demand by ShopRunner, you must destroy all Materials and all related documentation including without limitation immediately discontinuing the use of any links to the Services. Any provisions of these Terms, which, by their terms, ought to survive, shall survive any termination of these Terms.
If we terminate the Service or terminate your membership other than for your breach, you will be entitled to a refund of an amount equal to the membership fee you paid multiplied by the fraction “n/12” (where “n” is the number of full months remaining in your subscription), for annual memberships, or “n/30” (where “n” is the number of days remaining in your subscription), for monthly memberships. Such refund will be ShopRunner’s maximum liability to you in the event that ShopRunner terminates your membership other than for your breach. For more details about the ShopRunner membership and subscription fees, see our Policies.
You understand and agree that ShopRunner will determine your compliance with these Terms in its sole, reasonable discretion. Any violation of these Terms may be referred to law enforcement authorities.
If any provision of these Terms is found to be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from these Terms and shall not affect the validity and enforceability of any remaining provisions. These Terms are not assignable, transferable or sublicensable by you except with the prior written consent of a duly authorized ShopRunner employee. No waiver by either party of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default. Any heading, caption or paragraph title contained in these Terms is inserted only as a matter of convenience and in no way defines or explains any paragraph or provision hereof. You agree that these Terms will not be construed against ShopRunner by virtue of having drafted these Terms.
23. SPECIAL TERMS FOR APPLE iOS DEVICES
Notwithstanding any other provision within these Terms, the following subparagraphs are applicable to those using the ShopRunner application on Apple’s iOS platform (“ShopRunner iOS App”).
Acknowledgement. You acknowledge that this agreement is concluded between you and us only, and not with Apple. ShopRunner, not Apple, is solely responsible for the ShopRunner iOS App and the content thereof. You further acknowledge that the ShopRunner iOS App may not be used in any manner inconsistent with the Apple App Store Terms of Service as of the Effective Date.
Scope of License. You are granted a license to use the ShopRunner iOS App on any iOS device that you own or control and as permitted by the “Usage Rules” set forth in the Apple App Store Terms of Service.
Maintenance and Support. We are solely responsible for providing maintenance and support for the ShopRunner iOS App, as specified in these Terms or as required under applicable law. You and ShopRunner acknowledge that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the ShopRunner iOS App.
Warranty. We are solely responsible for any warranties, whether express or implied by law, to the extent not effectively disclaimed. In the event of any failure of the ShopRunner iOS App to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price for such ShopRunner iOS App to you (if any); and that, to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the ShopRunner iOS App, and any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be the sole responsibility of us.
Product Claims. We, not Apple, are responsible for addressing any claims by you or any third party relating to the ShopRunner iOS App or your possession and/or use of the ShopRunner iOS App, including, but not limited to: (i) product-liability claims; (ii) any claim that the ShopRunner iOS App fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation. Our liability is limited so far as permitted by applicable law.
Intellectual Property Rights. In the event of any third-party claim that the ShopRunner iOS App or your possession and use of such ShopRunner iOS App infringes that third party’s intellectual property rights, we, not Apple, are solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim.
Third-Party Beneficiary. You and we acknowledge and agree that Apple will have the right (and will be deemed to have accepted the right) to enforce the Terms against you as a third-party beneficiary thereof.
24. CHANGES TO THESE TERMS
These Terms are subject to revision by ShopRunner. If we deem any of the revisions to be material changes, we will notify you in advance by sending you an e-mail to the last e-mail address you provided to us and by posting notice of the changes on our Services. Any changes will be effective on the earlier of the date specified in the e-mail to you or the posting of the notice on or through the Services, provided that the changes will not apply to your use of the Services or Services prior to the effective date of the changes (unless the notice specifies otherwise). If you do not accept the changes, you should cancel your ShopRunner membership before the effective date of these changes, and we will refund to you a prorated share of your membership fee. This refund is your sole and exclusive remedy, and ShopRunner’s sole and exclusive obligation for any such cancelation, and does not apply to any other changes we may make. If any change is found invalid, void, or for any reason unenforceable, that change is severable and does not affect the validity and enforceability of any remaining changes or conditions. You should check the Services regularly to stay informed of these terms and any changes. Your continued use of our Services or the Service after any change, regardless of whether a notification of such change was received by you directly, will indicate your acceptance and agreement to such change.
25. CONTACTING US
If you have any comments, complaints, claims or questions regarding these Terms, or wish to report any violation of these Terms, please contact us at firstname.lastname@example.org. California residents may reach the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by mail at 1625 North Market Blvd., Sacramento, CA 95834, or by telephone at 916-445-1254 or 800-952-5210.