S H O P I N

Shopin Terms of Service

Effective Date: 14 February 2019

Shopin is a company which offers a blockchain-powered universal shopper profile and groundbreaking artificial intelligence to power the next generation of retail. Shopin operates https://www.Shopin.com (the “Site”) and offers various products and services, including the online store and feedback forum, on or through the Site (collectively, the “Services”).

  1. Acceptance of Terms

THESE TERMS OF SERVICE, AS AMENDED FROM TIME TO TIME AND PUBLISHED AT https://www.shopin.com/terms-of-service/ ,[AND AS INCORPORATING THE Shopin PRIVACY POLICY AVAILABLE AT https://www.shopin.com/privacy-policy-2/ (“TERMS OF SERVICE”), ARE A LEGAL AGREEMENT BETWEEN SHOPIN (“Shopin”) AND YOU (“YOU”).

YOU MUST READ AND AGREE TO THESE TERMS OF SERVICE, INCLUDING THE PRIVACY POLICY, BEFORE USING THE SITES AND/OR SERVICES CONTROLLED BY SHOPIN. BY USING THE SITES AND/OR THE SERVICES, YOU AGREE TO THESE TERMS OF SERVICE.  IF YOU DO NOT AGREE TO THESE TERMS OF SERVICE, DO NOT USE THE SITES AND/OR THE SERVICES.

You are responsible for regularly reviewing these Terms of Service, as modified from time to time.  All such modifications will be effective immediately upon posting and reasonable notice to you.  If You are dissatisfied with any modification to the Terms of Service, Your only remedy is to terminate Your use of the Site and/or the Services, as described in Section 13 (Termination and Survivability) of these Terms of Service.  Your continued use of the Site or Services after a change or update has been made to the Terms of Service constitutes Your acceptance of such change or update.

  1. Eligibility

YOU MUST BE AT LEAST 18 YEARS OF AGE TO USE THE SITE AND THE SERVICES.  By using the Site or the Services, You represent and warrant that:

  • You are 18 years of age or older;
  • All registration information You submit to Shopin is truthful and accurate;
  • You will maintain the accuracy of such information; and
  • Your use of the Services or the Site does not violate any applicable law or regulation.
  1. Use of Services

Provided that you comply with these Terms of Service, Shopin grants you a limited, revocable, nonexclusive, nonassignable, nonsublicensable license and right to access the Services, through a generally available web browser or mobile device, to view information and use the Services offered by Shopin.

  1. User Accounts

To use the Site and the Services, You may be required to create a user account (“Account”).  If You create an Account, You agree to provide Shopin current, complete, true and accurate information, and to update this information should it change.

You agree that You will not take any actions for the purpose of circumventing the Account restrictions. You understand and agree that Shopin reserves the right to change, remove, alter or delete any user name at any time and for any reason in Shopin’s sole discretion.

YOU ARE ENTIRELY RESPONSIBLE FOR MAINTAINING THE CONFIDENTIALITY OF YOUR PASSWORD AND FOR ANY AND ALL ACTIVITIES THAT OCCUR IN ASSOCIATION WITH YOUR ACCOUNT, WHETHER OR NOT AUTHORIZED BY YOU.  You agree to notify Shopin immediately of any unauthorized use of Your Account or any other breach of security and to provide properly documented evidence as requested by Shopin.  You may not use anyone else’s Account at any time and You may not allow anyone else to use Your Account at any time.  You agree that Shopin will not be liable for any loss You may incur as a result of someone else using Your password or Account, either with or without Your knowledge, and You further agree that You will be liable for losses incurred by Shopin or another party due to someone else using Your Account or password.

SHOPIN RESERVES THE RIGHT TO TERMINATE OR SUSPEND YOUR ACCOUNT AND/OR ACCESS TO THE SITE AND/OR THE SERVICES AT ANY TIME, FOR ANY REASON OR NO REASON, WITH OR WITHOUT NOTICE TO YOU.  SHOPIN ALSO RESERVES THE RIGHT TO CHANGE OR DISCONTINUE ANY SERVICE OR FEATURE PROVIDED BY SHOPIN, INCLUDING, WITHOUT LIMITATION, THE SITE AND THE SERVICES, AT ANY TIME AND WITHOUT NOTICE.  YOU AGREE THAT SHOPIN SHALL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED, DIRECTLY OR INDIRECTLY, BY ANY SUCH TERMINATION, SUSPENSION, CHANGE OR DISCONTINUANCE.

In the event that Your Account is terminated, suspended or canceled, no refund will be granted and no other credits will be credited to You or converted to cash or other form of reimbursement, and You will have no further access to Your Account, Content or anything associated with it.

  1. Ownership of Content

Content” shall mean including, without limitation, data, images, drawings, photographs, video, audio, text, and any and all other material and information You see on the Site and/or the Services, whether provided by Shopin or by users of the Services.  ALL USE OF CONTENT IS PROVIDED “AS IS” AND AT YOUR OWN RISK.

YOU ACKNOWLEDGE AND AGREE THAT ALL CONTENT IS THE PROPERTY OF SHOPIN AND/OR ITS LICENSORS AND THAT YOU HAVE NO INTELLECTUAL PROPERTY RIGHTS OR OTHER RIGHTS IN ANY CONTENT, REGARDLESS OF WHETHER THAT CONTENT WAS PROVIDED BY SHOPIN, YOU, OR ANOTHER USER OF THE SERVICES.

You acknowledge that the Content, Services and Site are protected by copyrights, trademarks, and other proprietary rights owned by Shopin, and/or its licensors, including rights to the selection, coordination, arrangement and enhancement of such Content, and that these rights are valid and protected in all media existing now or later developed. Except as expressly provided herein, Shopin and its licensors do not grant You any express or implied rights, and all right, title and interest that Shopin has in the Site and/or the Services, that are not expressly granted by Shopin to You are retained by Shopin. No Content may be modified, copied, distributed, framed, reproduced, republished, downloaded, scraped, displayed, posted, transmitted or sold in any form or by any means, in whole or in part, without Shopin’s prior written permission, except that the foregoing does not apply to Your own posted submission.

You agree that You may not upload or otherwise transmit on or through the Service Content that is subject to any third-party rights unless any holder of such rights has given express authorization for distribution on the Site and/or the Services.

You agree that any Content You submit does not create an obligation for Shopin to provide You any payment or other remuneration.  If and to the extent You are deemed to have retained, under applicable law, any right, title or interest in or to any portion of the Content, You hereby transfer, grant, convey, assign and relinquish exclusively to Shopin all of Your right, title and interest in and to the Content, without reservation and without additional consideration, under applicable patent, copyright, trade secret, trademark and other similar laws or rights, in perpetuity, and in the alternative to the extent such assignment is ineffective under applicable law, You hereby grant to Shopin, the exclusive, irrevocable, sublicensable, transferable, worldwide, paid-up license to reproduce, fix, adapt, modify, translate, reformat, create derivative works from, manufacture, introduce into circulation, publish, distribute, sell, license, sublicense, transfer, rent, lease, transmit, publicly display, publicly perform, or provide access to electronically, broadcast, communicate to the public by telecommunication, display, perform, enter into computer memory, and use and practice the Content, all modified and derivative works thereof, all portions and copies thereof in any form, all inventions, designs, and marks embodied therein, and all patent, copyright, trade secret, trademark and other intellectual property rights thereto, and/or to incorporate the same in other works in any form, media, or technology now known or later developed. To the extent permitted by applicable laws, You hereby waive any moral rights You may have in the Content.

  1. User Submissions. Shopindoes not accept or consider unsolicited ideas, including ideas for new promotions, products, technologies or processes (collectively, “User Submissions”).  You must not transmit any User Submissionto or through the Shopin Site or to Shopin through email that you consider to be confidential or proprietary, and any User Submissions shall be deemed non-confidential.  You are responsible and liable for any User Submissions.  You agree, represent and warrant that any User Submissionis:
    • Truthful, accurate, and not misleading,
    • Offered in good faith, and
    • That you have the right to transmit such information.

Certain information submitted by you, or otherwise collected from you, is subject to Shopin’s Privacy Policy. Except as expressly provided in Shopin’s Privacy Policy, you agree that by submitting User Submissions to Shopin, including any concepts, know-how or ideas, you hereby grant Shopina perpetual, worldwide, non-exclusive, royalty-free, sublicenseable and transferable license to use, reproduce, distribute, prepare derivative works of and display the User Submissions in connection with the Shopin Site and Shopin’s (and its successor’s) business, including without limitation for promoting and redistributing part or all of the User Submission (and derivative works thereof) in any media formats and through any media channels whether now known or hereafter developed, without payment or accounting to you or others.

  1. Limitations

You may not, under any circumstances, modify, copy, distribute, transmit, display, perform, reproduce, publish, license, create derivative works from, adapt, translate, transfer, buy, auction, rent, lease, loan or sell any Content, or other materials appearing in or generated by the Site or Services, or any information obtained from the Site or the Services, without the prior express written consent of Shopin.

You may not, under any circumstances, exploit the Content or the Services for any purpose whatsoever.

You may not, under any circumstances, use the Content or the Servicesin any manner that is

  • Unlawful;
  • That could damage, disable, overburden, or impair any Shopin server or the network(s) connected to any Shopin server;
  • That could interfere with any other party’s use and enjoyment of the Services;
  • That gains or attempts to gain unauthorized access to any Services, unpublished information or material, other users’ Accounts, or computer systems and/or networks connected to any Shopin server, or to any of the Services, through hacking, password mining or any other means;
  • That collects or aggregates information regarding other users’ actions relating to the Services; or
  • That reverse engineers, decompiles, disassembles or attempts to reverse engineer, decompile, or disassemble any part of the Content or Site.
  1. Shopin Copyright Policy

You will refrain from posting any information or items to the Site or through the Services which are copied, in whole or in part, from third party sources without authorization. For further clarification, please see the U.S. Law on Copyrights, or see the web sites of the U.S. Copyright Office or U.S. Trademark Office.  The Digital Millennium Copyright Act of 1998 (the “DMCA”) provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under U.S. copyright law. If You believe in good faith that materials hosted by Shopin infringe your copyright, You (or your agent) may send us a notice requesting that the material be removed or access to it blocked.

 

If You believe in good faith that a notice of copyright infringement has been wrongly filed against You, the DMCA permits You to send Shopin a counter-notice.  Please refer to Shopin’s Copyright Policy for the requirements and instructions for submitting a counter-notice. Notices and counter-notices must meet the then-current statutory requirements imposed by the DMCA; see http://www.copyright.govfor details.

Notices and counter-notices with respect to the Site, including the Services, should be sent to the Shopin’s DMCA Agent for notice of claims of copyright infringement at: DMCA Agent, [Address], Attn: [name], by telephone: (XXX) XXX-XXXX, or by [email](with the subject line “DMCA Communication”). [NOTE TO DRAFT:  Update section with DMCA Agent information.]. Need to complete the DMCA agent.  If Pillsbury knows which DMCA Agent Shopin would file with, based on Pillsbury instruction to Shopin, please consider filling this is if it is appropriate.  If it is not appropriate, we can update this section of the Terms of Service as soon as the DMCA work has been fulfilled.

Shopin’s DMCA Agent should be contacted onlyfor the purposes set forth in this Section 8. ALL OTHER INQUIRIES DIRECTED TO SHOPIN’S DMCA AGENT WILL NOT BE ANSWERED.

  1. Rules Of Conduct

By way of examples and not as limitations, You agree that You may not access the Site and/or Services to:

  • Publish, post, upload, transmit, distribute, disseminate or otherwise make available surveys, contests, pyramid schemes, chain letters, junk email, spamming or any duplicative or unsolicited messages (commercial or otherwise). Yes, please leave in Terms of Service
  • Defame, abuse, harass, stalk, threaten or otherwise violate the legal rights of others, including but not limited to the rights of privacy and publicity. Yes, please leave in Terms of Service
  • Publish, post, upload, transmit, distribute, disseminate or otherwise make available any material that is harmful, abusive, vulgar, sexually explicit, defamatory, libelous, obscene, infringing, embarrassing, unwanted, invasive of another’s right of privacy or publicity, hateful or racially, ethnically or otherwise offensive or objectionable. Yes please leave in Terms of Service
  • Publish, post, upload, transmit, distribute, disseminate or otherwise make available any material or information, including but not limited to images, photographs, sound files, text files, graphics files, and videos that infringe or misappropriate any copyright, trademark, patent, trade secret, or right of privacy or publicity, or other right of any party. Yes, please leave in Terms of Service
  • Publish, post, upload, transmit, distribute, disseminate or otherwise make available any files that contain viruses, spyware, Trojan horses, worms, time bombs, cancelbots, corrupted data, or any other similar software or programs that may damage or interfere with the operation of the Site and/or Services, other users’ access to the Site and/or Services and/or other users’ computers. Yes, please leave in Terms of Service
  • Publish, post, upload, transmit, distribute, disseminate or otherwise make available any materialfor which copyright management or digital rights management information, such as author attributions, legal or other proper notices or proprietary designations or labels of the origin or source of software or other material has been falsified, deleted, or otherwise disabled.Yes, please leave in Terms of Service
  • Restrict or inhibit any other user from using and enjoying the Services, including but not limited to by disrupting the flow of chat in chat rooms with vulgar language, abusiveness, hitting the return key repeatedly, inputting excessively large images so the screen goes by too fast to read, use of excessive SHOUTING (all capital letters) in an attempt to disturb other users, “spamming,” or flooding (continuous posting repetitive text). Yes, please leave in Terms of Service
  • Violate any applicable laws or regulations, or promote or encourage any illegal activity Yes, please leave in Terms of Service.
  • Publish, post, upload, transmit, distribute, disseminate or otherwise make available any material regarding hacking, cracking, exploiting, or otherwise making use of the Site, the Services, or the Content in any manner.Yes, please leave in Terms of Service
  • Impersonate or create a false identity, including but not limited to identities falsely indicating that the user is a celebrity or a Shopin representative.Yes, please leave in Terms of Service
  • Collect in any manner information regarding users of the Site or Services, or other user or usage information or any portion thereof, or distribute such information to any third party. Yes, please leave in Terms of Service
  • Attempt to obtain passwords, other Account information, or any other private information from any other user of the Site or the Services, including, without limitation, the collection of personal information of others, including e-mail addresses. Yes, please leave in Terms of Service
  • Make false reports to Shopin administrators. Yes, please leave in Terms of Service
  • Publish, post, upload, transmit, distribute, disseminate or otherwise make available any automation software programs or any other unauthorized third-party software program designed to modify the Site and/or Services.  Yes, please leave in Terms of Service
  • Use the Services in any manner other than as an individual user (i.e., not as a corporation or other entity).
  • Use the Services to offer to transfer, buy, auction, rent, lease, loan or sell access to Your Account.
  • Frame or mirror any part of the Site and/or Services without Shopin’s express prior written consent
  • Institute an attack upon any server used in connection with the Site or any portion thereof or otherwise attempt to disrupt such servers
  • Modify, adapt, sublicense, translate, sell, reverse engineer, decompile or disassemble all or any portion of the Site or the Content.
  • Remove, alter, conceal any copyright, trademark, patent or other proprietary rights notices contained in the Site, Services and/or the Content.
  • Fees Charged by Third-Party Sites

Shopin may provide links to other websites.  Some of these websites may charge separate fees, which are not included in any subscription or other fees that You may pay to Shopin.  Shopin may also provide access to third-party vendors who provide information, goods and/or services on the Shopin Site or the Internet.  Any separate charges or obligations You incur in Your dealings with these third parties are Your responsibility.  Shopin makes no representation or warranty regarding any information, goods and/or services provided by any third-party.

  1. Communications

By providing Your email address to Shopin and subscribing to Shopin communications, You understand You may receive periodic information regarding current and future services offered on the Site and/or the Services and/or related third party products.  You may unsubscribe at any time by terminating Your Account as described in Section 13 (Termination and Survivability).

  1. Privacy/Security

You understand that any information provided by You or collected by Shopin in connection with Your use of the Site and/or Services will be used in the manner described in these Terms of Service and in Shopin’s Privacy Policy https://www.shopin.com/privacy-policy-2/, such Privacy Policy being incorporated into and made a part of these Terms of Service by this reference.  If You do not agree to the Privacy Policy you may not use the Services.  Without limiting the terms of the Privacy Policy, You understand that Shopin does not guarantee that Your use of the Services and/or the information provided by You will be private or secure, and Shopin is not responsible or liable to You for any lack of privacy or security You may experience.  You are fully responsible for taking precautions and providing security measures best suited for Your situation and intended use of the Services.

  1. Jurisdictional Issues

The Site and/or Services are controlled and operated by Shopin from its offices within the United States.  Shopin makes no representation that Content and other materials available through the Site and/or Services are appropriate or available for use in any other locations.  Those who choose to access the Site and/or Services from other locations do so on their own initiative and are responsible for compliance with local laws, if and to the extent local laws are applicable.

  1. Terminationand Survivability

These Terms of Service are effective until terminated.  Shopin may terminate these Terms of Service with or without notice to You by terminating Your Account as set forth in Section 4 (User Accounts).  You may terminate these Terms of Service and Your Account by sending an email stating Your intention to terminate these Terms of Service to Shopin at: legal@shopin.com, Attn:  Accounts Department with the subject line “Account Termination”.  Such termination will not be effective until acknowledged by Shopin but not more than twenty (20) business days after sending such termination email.

The provisions of Sections 5 (Ownership of Content), 7 (Limitations), 13 (Termination and Survivability), 15 (Disclaimer of Warranty; Limitation of Liability), 16 (Indemnity), 17 (Jurisdiction and Choice of Law), and 18 (Dispute Resolution and Arbitration) shall survive any termination of these Terms of Service.

  1. Links to Third-Party Site

The Site may link to third party sites (“Linked Site”).  These Linked Site are not controlled by Shopin.  Shopin is not responsible for the information of the Linked Site, for the business practices or privacy policies of the Linked Site, or for the collection, use or disclosure of any information by the Linked Site.  Shopin provides links to the Linked Site only as a matter of convenience, and the inclusion of any link does not imply an endorsement by Shopin of any Linked Site.

YOU ACKNOWLEDGE AND AGREE THAT SHOPIN DOES NOT ENDORSE, AND SHALL NOT BE RESPONSIBLE OR LIABLE, DIRECTLY OR INDIRECTLY, FOR ANY DAMAGE OR LOSS CAUSED OR ALLEGED TO BE CAUSED BY OR IN CONNECTION WITH USE OF OR RELIANCE ON ANY SUCH INFORMATION, GOODS OR SERVICES AVAILABLE ON OR THROUGH ANY LINKED SITE. YOU AGREE THAT YOUR USE OF THE LINKED SITE, INCLUDING WITHOUT LIMITATION YOUR USE OF ANY INFORMATION, DATA, ADVERTISING, PRODUCTS, OR OTHER MATERIALS ON OR AVAILABLE THROUGH THE LINKED SITE, IS AT YOUR OWN RISK AND IS SUBJECT TO THE TERM AND CONDITIONS OR USE APPLICABLE TO THE LINKED SITE.

Shopin is not involved in any way in the actual transaction between the Linked Site and You. Shopin acts solely as a passive conduit for the Linked Site’ sales, distribution and the communication of Your information with regards to transaction with Linked Site.

You assume any and all risks, known or unknown, now existing or hereafter arising, related to the transactions with the Linked Site’ items, including, but not limited to, completing transactions, default, negligence, unauthorized use of Your Account and password and other users acting under false identity.

You acknowledge that Shopin is not a party to any possible future disputes between You and the Linked Site. Resolution of any dispute is the full and sole responsibility of the involved parties and Shopin will not act as a mediator between them. You release Shopin, its agents, representatives and employees, from any and all claims, demands and damages, direct and indirect, suspected and unsuspected, arising from such dispute.

  1. Disclaimer of Warranty; Limitation of Liability

To the maximum extent allowed by law, neither Shopin nor its affiliates, subsidiaries, officers, directors, stockholders, employees, licensors, distributors, sublicensees, agents or subcontractors (collectively, the “Shopin Parties”)

YOU EXPRESSLY AGREE THAT THE USE OF THE SITES AND/OR SERVICES IS AT YOUR SOLE RISK.  THE SITES AND/OR SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS FOR YOUR USE, WITHOUT WARRANTIES (INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, ACCURACY, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES THAT MAY ARISE FROM COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE) OR CONDITIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED, UNLESS SUCH WARRANTIES OR CONDITIONS ARE LEGALLY INCAPABLE OF EXCLUSION.

SHOPIN PROVIDES THE SHOPIN SITES AND/OR SHOPIN SERVICES ON A COMMERCIALLY REASONABLE BASIS AND DOES NOT WARRANT THAT YOU WILL BE ABLE TO ACCESS OR USE THE SHOPIN SITES AND/OR SHOPIN SERVICES AT TIMES OR LOCATIONS OF YOUR CHOOSING, OR THAT SHOPIN WILL HAVE ADEQUATE CAPACITY FOR THE SHOPIN SITES AND/OR SHOPIN SERVICES AS A WHOLE OR IN ANY SPECIFIC GEOGRAPHIC AREA. SHOPIN DOES NOT WARRANT THAT YOUR USE OF THE SHOPIN SITES OR THE SHOPIN SERVICES WILL BE UNINTERRUPTED, ERROR-FREE OR SECURE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SHOPIN SITES (OR ANY PART THEREOF INCLUDING THE CONTENT), THE SERVER(S) ON WHICH THE SHOPIN SITES ARE HOSTED OR CONTENT ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.  THE SHOPIN PARTIES ASSUME NO RESPONSIBILITY FOR ANY DAMAGES SUFFERED BY YOU, INCLUDING, BUT NOT LIMITED TO, LOSS OF DATA OR SERVICE INTERRUPTIONS CAUSED BY THE SHOPIN PARTIES, OR BY YOUR OR OTHER USERS’ ERRORS AND/OR OMISSIONS.

YOU ASSUME ALL RESPONSIBILITY AND RISK FOR YOUR USE OF THE SHOPIN SITES AND CONTENT AND YOUR RELIANCE THEREON.  NO OPINION, ADVICE OR STATEMENT OF SHOPIN OR ITS AFFILIATES, LICENSORS, SUPPLIERS, ADVERTISERS, SPONSORS, AGENTS, MEMBERS, EMPLOYEES OR VISITORS, WHETHER MADE ON THE SHOPIN SITES, IN THE CONTENT OR OTHERWISE, SHALL CREATE ANY WARRANTY.

THE DISCLAIMERS OF LIABILITY CONTAINED IN THIS SECTION APPLY TO ANY DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS, LOSS OF DATA OR LOST PROFITS) OR INJURY CAUSE BY ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS, COMMUNICATION LINE FAILURE, THEFT OR DESTRUCTION OR UNAUTHORIZED ACCESS TO, ALTERATION OF, WHETHER FOR BREACH OF CONTRACT, TORTIOUS BEHAVIOR, NEGLIGENCE, OR UNDER ANY OTHER CAUSE OF ACTION.

YOU ACKNOWLEDGE AND AGREE THAT YOUR EXCLUSIVE REMEDY FOR ANY DISPUTE WITH SHOPIN IS TO STOP USING THE SITES AND/OR SERVICES, AND TO CANCEL YOUR ACCOUNT(S).

IN NO CASE SHALL THE LIABILITY OF THE SHOPIN PARTIES TO YOU EXCEED THE AMOUNT THAT YOU PAID TO SHOPIN OR ITS DESIGNEES DURING THE PRIOR ONE (1) MONTH PERIOD FOR THE APPLICABLE SERVICES GIVING RISE TO ANY SUCH LIABILITY.  IN NO CASE SHALL THE SHOPIN PARTIES BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, PUNITIVE OR CONSEQUENTIAL DAMAGES ARISING FROM YOUR USE OF THE SITES, SERVICES, OR THE CONTENT, OR FOR ANY OTHER CLAIM RELATED IN ANY WAY TO YOUR USE OF THE SITES, SERVICES, OR THE CONTENT, OR INTERACTIONS WITH SHOPIN.

BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR THE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN SUCH STATES OR JURISDICTIONS, THE LIABILITY OF SHOPIN AND THE SHOPIN PARTIES SHALL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY LAW.

  1. Indemnity

You agree to defend, indemnify and hold harmless Shopin and its directors, officers, employees, agents, shareholders, licensors, parent companies and representatives, from and against all claims, losses, costs and expenses (including without limitation reasonable attorneys’ fees) arising out of

  • Your use of, or activities in connection with the Site, including the Services;
  • Any violation of these Terms of Service by You or through Your Account or using Your user name; or
  • Any allegation that any information, messages, or materials that You make available or create through the Site and/or Services infringe or otherwise violate the copyright, trademark, trade secret, privacy or other intellectual property or other rights of any third party.
  1. Jurisdiction and Choice of Law

These Terms of Service, and any disputes arising from or relating to the conduct covered by the Terms of Service, are governed by the laws of the State of New York.  You hereby submit to the exclusive jurisdiction, including waiving any objection to personal jurisdiction, of the courts of King’s County, Brooklyn, New York  without regards to any principles of conflicts of laws and the United Nations Convention on Contracts for the International Sale of Goods.  Those who choose to access the Site and/or the Services from locations outside of New YorkStatedo so on their own initiative contrary to the terms of these Terms of Service, and are responsible for compliance with local laws if and to the extent local laws are applicable.

  1. Assignment

Shopinmay assign these Terms of Service, in whole or in part, at any time.  You may not assign, transfer or sublicense these Terms of Service or any or all of Your rights or obligations under these Terms of Service without Shopin’s express prior written consent.

  1. Waiver

No waiver by either party of any breach or default hereunder will be deemed to be a waiver of any preceding or subsequent breach or default.

  1. Headings

Any heading, caption or section title contained herein is inserted only as a matter of convenience, and in no way defines or explains any section or provision hereof.

  1. Notice
NOTICES TO YOU MAY BE MADE VIA POSTING TO THE SITE, BY EMAIL, OR BY REGULAR MAIL, IN SHOPIN’S DISCRETION. SHOPIN MAY ALSO PROVIDE NOTICES OF CHANGES TO THESE TERMS OF SERVICE OR OTHER MATTERS BY DISPLAYING SUCH NOTICES OR BY PROVIDING LINKS TO SUCH NOTICES ON SHOPIN’S SITE. WITHOUT LIMITATION, YOU AGREE THAT A PRINTED VERSION OF THESE TERMS OF SERVICE AND OF ANY NOTICE GIVEN IN ELECTRONIC FORM SHALL BE ADMISSIBLE IN JUDICIAL OR ADMINISTRATIVE PROCEEDINGS BASED UPON OR RELATING TO THESE TERMS OF SERVICE TO THE SAME EXTENT AND SUBJECT TO THE SAME CONDITIONS AS OTHER BUSINESS DOCUMENTS AND RECORDS ORIGINALLY GENERATED AND MAINTAINED IN PRINTED FORM.
  1. Severability

If any part of these Terms of Service are determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of these Terms of Service shall continue in effect.

  1. Complete Agreement

These Terms of Service, including the documents expressly incorporated by reference, constitute the entire agreement between You and Shopin with respect to its subject matter.  These Terms of Service supersede all prior or contemporaneous communications, whether electronic, oral or written, between You and Shopin with respect to its subject matter and You represent that You have not relied on any such communications in accepting these Terms of Service.

  1. Notice for California Users

Under California Civil Code Section 1789.3, California Website users are entitled to the following specific consumer rights notice:  The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 400 R Street, Suite 1080, Sacramento, California  95814, or by telephone at (916) 445-1254 or (800) 952-5210.

  1. Questions

If you have any questions, comments or complaints regarding these Terms of Service or the Site or Services, feel free to contact us at: legal@shopin.com

  1. General Provisions

Shopin’s performance of these Terms of Service are subject to existing laws and legal process, and nothing contained in these Terms of Service is in derogation of Shopin’s right to comply with governmental, court, and law enforcement requests or requirements relating to Your use of the Site and/or the Services or information provided to or gathered by Shopin with respect to such use.

A printed version of these Terms of Service and of any notices given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to these Terms of Service to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.

The parties agree that all correspondence relating to these Terms of Service, shall be written in the English language.

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