TERMS OF USE

Last Updated: October 22, 2019

These Terms of Use (“Agreement”) govern your access to and use of the website shoppremiumoutlets.com (“Site”) and mobile application (“App”) together the “Platform,” operated by Shop PO, LLC (“Shop PO,” “us” or “we”) and its affiliates.

This Agreement governs purchases through the Platform; however, products and services offered for sale by retailers linked through the Platform are offered for sale and fulfilled by those third-party retailers and are sold and shipped by them, not by Shop PO. Please read this Agreement carefully before accessing or using the Platform. This Agreement also includes our Privacy Policy, which is incorporated herein by reference. It also includes a dispute resolution provision which sets out the process by which any disputes between you and us will be resolved. This Agreement constitutes a valid and binding legal agreement between you and Shop PO. You may not access or use the Platform if you are not at least 18 years old.  BY ACCESSING OR USING THE PLATFORM, YOU ACCEPT, WITHOUT LIMITATION OR QUALIFICATION, THE TERMS OF THIS AGREEMENT, INCLUDING THE PRIVACY policy and dispute resolution provision, including agreement for arbitration, AND YOU REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT, AUTHORITY, AND CAPACITY TO ENTER INTO THIS AGREEMENT.

We reserve the right to update this Agreement from time-to-time. Updates will be posted on the Platform. Any updates to this Agreement will supersede and replace the previous Agreement effective immediately upon posting. It is your responsibility to periodically review this Agreement for updates. If we update this Agreement, we may, but are not required to, notify you by e-mail at the last e-mail address you provided to us (if any). You are responsible for providing us with your most current e-mail address. Your use of our Platform following such update shall indicate your agreement to be bound by the terms and conditions of this Agreement as updated. IF YOU DO NOT ACCEPT AND AGREE TO ALL OF THE PROVISIONS OF THIS AGREEMENT AND THE PRIVACY POLICY AS THEY MAY BE UPDATED FROM TIME-TO-TIME, DO NOT ACCESS OR USE THE PLATFORM.

 

Guide to Contents

  1. Authorized Use of Platform
  2. Content and Communications
  3. Additional Terms for App
  4. Accounts and E-commerce
  5. Security
  6. Dispute Resolution & Arbitration Agreement
  7. Indemnity
  8. Release
  9. Disclaimers
  10. Limitation of Liability
  11. Term and Termination
  12. General

 

1. Authorized Use of Platform

You may use the Platform only in accordance with and subject to these Terms of Use and our Privacy Policy (available at Privacy Policy).

We authorize you to view and download a single copy of content on the Platform, including content provided by PDF downloads, RSS feed, Atom feed, REST-based web service XML, JSON feed, or other web feed, solely for your lawful, non-commercial and personal use as expressly permitted by and subject to the restrictions contained in this Agreement, including the requirement that you maintain all copyright and other proprietary notices contained in the Materials (as defined below).

1.1 Modification of Platform

We reserve the right, at any time, to modify, suspend, or discontinue the Platform or any part thereof at any time and for any reason with or without notice. In addition, the Platform may be temporarily unavailable from time to time for maintenance or other reasons. You agree that we will not be liable to you or to any third party for any modification, suspension or discontinuance of the Platform or any part thereof and you understand and acknowledge that the Platform may contain inaccuracies or typographical errors. Any future release, update, modification or other addition to functionality of the Platform shall be subject to the terms of this Agreement.

1.2 Prohibited Uses

(a) You acknowledge and agree that we specifically prohibit, and by your use of the Platform, you expressly agree not to engage in, the following conduct: the deletion or alteration of any Materials; any action that imposes an unreasonable or disproportionately large load on the infrastructure of the Platform; the use of any data mining, robots, scraping or other similar means or methods for purposes of data gathering or extraction; obtaining unauthorized access to any computer system; invading the privacy or violating any personal or proprietary right (including intellectual property rights( of any person or entity; misrepresenting the identity of a user or use a false e-mail address; and/or the use of any directory information to post or transmit any unsolicited advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes, telephone calls or other solicitations. You agree that you will not use any robot, spider or other automated device, process or means to access the Platform. You agree not to, intentionally or unintentionally, disrupt, overwhelm, attack, modify, reverse engineer, decompile, disassemble or otherwise interfere with the Platform or any associated software, hardware and/or servers in any way, and you agree not to impede or interfere with others' use of the Platform. You further agree that you will not (A) use any manual process to monitor or copy the Platform or for any other unauthorized purpose without our prior express written permission; and/or (B) use the Platform to intentionally or unintentionally violate any applicable local, state, national or international law, regulation or ordinance.

(b) You may not copy, use, download, modify, frame, publish, transmit, retransmit, transfer, sell, license, reproduce, create derivative works of, distribute, perform, display, disseminate, rearrange, redistribute, alter, adapt, crop, resize, move, remove, delete or in any way exploit or make commercial use of, any of the Materials, in whole or in part, directly or indirectly, without the prior written consent, in each instance, of Shop PO and/or the owner thereof, except as expressly permitted in this Agreement or under applicable law. If permission is granted by Shop PO and/or by all other entities with an interest in the relevant intellectual property, you may not change or delete any author attribution, trademark, legend, copyright or other notice. Use of the Materials on any other website or other telecommunication media or in a networked computer environment for any purpose, without the prior express written permission of Shop PO in each instance, is prohibited. Without limiting the foregoing and for the avoidance of doubt, you must abide by all copyright notices and other restrictions contained on the Platform.

1.3 Copyright; Prohibition Against Copying

The contents of the Platform, such as the compilation and arrangement of text, graphics, images, photographs and other materials, and the hypertext markup language (HTML), Cascading Style Sheets (CSS), scripts (JS), active server pages (ASP and ASPX), content provided by a RSS feed, Atom feed, web service feed or other web feed or other content or software used in or provided through the Platform (the “Materials”), are the exclusive property of Shop PO, our licensors, or other content suppliers and are protected by copyright under United States and foreign laws. Unauthorized use of the Materials may violate copyright, trademark and other laws. Our provision of the Platform does not transfer to you or any third party any right, title or interests in or to the Materials, including any copyrights, patents, trademarks, trade secret or other intellectual property rights therein, subject to the licensed rights granted above.

1.4 Trademarks

The trademarks, service marks, logos, graphics, icons and other indicia of origin (collectively, the “Marks”) included, or made available, on or through the Platform are owned and/or registered by Shop PO and third parties in the United States and other countries. All Marks not owned and/or registered by Shop PO are the property of their respective owners. No license or right to use any Marks included, or made available, on or through the Platform is granted, whether by implication or otherwise, and any use of any Marks included, or made available, on or through the Platform is expressly prohibited unless authorized in writing by the owner of the applicable Mark(s). All rights not explicitly granted herein are reserved.

 

2. Content and Communications

2.1 Third Party Content

The Platform contains or will direct you to content that has been provided by third parties, including retailers, and over which we have no control, including information relating to sales, offers, coupons, giveaways, advertisements, promotions, pricing and product depictions and descriptions. Our retail partners have sole responsibility for these matters. The use, posting, distribution or publication of content on the Platform does not constitute or imply an endorsement, recommendation, advice, opinion or comment by us, nor is it an assurance of legality, quality or safety by us. Without limiting the generality of Section 9 of this Agreement, we have no responsibility for, and make no representations or warranties regarding, the accuracy, completeness or reliability of, product descriptions displayed anywhere on the Platform (including the price, availability, actual size, quality, color, texture, care instructions or results of use of such products), or the terms of any third party offer, sale, purchase or other transaction. The Platform will display suggested retail prices for products offered on or through the Platform based on pricing information provided by vendors, retailers and manufacturers and we make no promises about the reliability or accuracy of any such information listed on the Platform. We and the retailers will use reasonable efforts to correct errors as soon as practicable. We and the retailers reserve the right to: (i) revoke any stated offer; (ii) correct any errors, inaccuracies, or omission; and (iii) make changes to prices, content, promotion offers, product descriptions or specifications, or other information without obligation to issue any notice of such changes (including after an order has been submitted, acknowledged, shipped, or received, except as prohibited by law).

We also reserve the right to limit quantities (including after an order has been submitted and/or acknowledged) and to revise, suspend, or terminate a promotion, special, or sale at any time without notice (including after an order has been submitted and/or acknowledged).

The offer of any products, services and/or experiences at a particular time does not guarantee that the products, services and/or experiences will be available. To the fullest extent permitted by law, if a product, service and/or experience offered and sold on the Platform by the retailer is not as described, your sole remedy is to return it to the retailer subject to the terms set forth herein.

Because prices and details of offers, promotions, specials and sales may significantly vary from the information posted on the Platform, you should visit the applicable third party website in advance of purchase to confirm the accuracy of such information. Any products purchased by you are purchased directly from the applicable third party retailer and the third party retailer is solely responsible to you for every aspect of such purchase. You agree that Shop PO will not be responsible for any loss or damage incurred as the result of any such interactions, including failure on the part of any third party to deliver the goods that you order in a satisfactory manner, nor for any products or services purchased from retailers via the Platform. This Section shall survive expiration or termination of this Agreement.

2.2 User Content

"User Content" means any and all information, content, feedback, reviews or other materials that a user posts, submits, displays, uploads, publishes or transmits (hereinafter “post”) to us and other users or other persons on or through the Platform, including via message boards, personal profiles, forums, bulletin boards, and other interactive features. You understand and acknowledge that all User Content will be considered non-confidential and non-proprietary. You further understand and acknowledge that you are solely responsible for all User Content that you post and that you, not Shop PO, assume full responsibility for all risks associated with any User Content, including its legality, reliability, accuracy and appropriateness. We are not responsible or liable to any third party for any User Content posted by you or any other user, including any reliance on its accuracy or completeness. We are not obligated to backup any User Content and User Content may be deleted at any time. You hereby grant to Shop PO, and our affiliates, licensees, successors and assigns, an irrevocable, non-terminable, nonexclusive, royalty-free, fully paid, worldwide license to use, reproduce, adapt, abridge, distribute, publicly display, modify, perform, prepare derivative works of, incorporate into other works, exploit and otherwise disclose to third parties your User Content for any purpose and authorize sublicenses of the foregoing. You represent and warrant that:  (i) you will not provide any User Content to which you do not have the full right to grant the license specified in this Section 2.2; and (ii) all of your User Content will comply with this Agreement.

UNDER NO CIRCUMSTANCE SHALL ANY DISCLOSURE OF ANY USER CONTENT TO SHOP PO BE SUBJECT TO ANY OBLIGATION OF CONFIDENTIALITY OR EXPECTATION OF COMPENSATION OR ATTRIBUTION. BY SUBMITTING ANY USER CONTENT TO OR THROUGH SHOP PO, YOU REPRESENT AND WARRANT THAT ALL YOUR USER CONTENT WILL NOT VIOLATE ANY RIGHT OF ANY THIRD PARTY, INCLUDING COPYRIGHT, TRADEMARK, PRIVACY, OR OTHER PERSONAL OR PROPRIETARY RIGHTS. YOU REPRESENT AND WARRANT THAT NO USER CONTENT WILL BE OR CONTAIN LIBELOUS OR OTHERWISE UNLAWFUL, ABUSIVE, OR OBSCENE MATERIAL. YOU ARE AND SHALL REMAIN SOLELY RESPONSIBLE FOR YOUR USER CONTENT. YOU REPRESENT AND WARRANT TO SHOP PO THAT IT AND ITS RETAIL PARTNERS ARE FREE TO USE THE USER CONTENT, AND IMPLEMENT ANY SUGGESTIONS CONTAINED THEREIN, IF IT SO DESIRES, AS PROVIDED OR AS MODIFIED BY SHOP PO, WITHOUT OBTAINING PERMISSION OR LICENSE FROM ANY THIRD PARTY AND WITHOUT ANY COMPENSATION TO YOU.

Content Standards

User Content must comply with all applicable federal, state, local and international laws, rules and regulations. Without limiting the foregoing, User Content must not: (i) contain any material which is deceptive, defamatory, obscene, indecent, abusive, offensive, harassing, violent, hateful, inflammatory, political, libelous or otherwise objectionable; (ii) promote sexually explicit or pornographic material, violence or discrimination based on race, gender, religion, nationality, disability, sexual orientation or age; (iii) infringe any patent, trademark, trade secret, copyright or other intellectual property or other rights of any person or entity; (iv) violate the legal rights (including the rights of publicity and privacy) of others or contain any material that could give rise to any civil or criminal liability under applicable laws or regulations or that may otherwise be in conflict with this Agreement and our Privacy Policy; (v) promote any illegal activity or advocate, promote or assist any unlawful act; (vi) cause annoyance, inconvenience or needless anxiety or be likely to upset, embarrass, alarm or annoy any other person; (vii) impersonate any person, or misrepresent your identity or affiliation with any person or organization; (viii) involve commercial activities or sales, such as sweepstakes, contests and other sales promotions, barter or advertising; (ix) contain any personal information (such as social security numbers, addresses, phone numbers, etc.); or (ix) give the impression that it emanates from or are endorsed by Shop PO.

Monitoring and Enforcement

Although we are not obligated to screen communications or postings in advance and are not responsible for screening or monitoring the Platform, or any element or component thereof, you acknowledge and agree that we have the right to monitor the Platform in our sole discretion, and, notwithstanding anything to the contrary contained in the Privacy Policy, to disclose information as necessary or appropriate to satisfy any law, regulation or other governmental request, to operate the Platform properly, or to protect itself or other users. If we are notified of communications or content that allegedly violates this Agreement and/or any applicable law, rule or regulation, we may investigate the allegation and determine in our sole discretion whether to remove, or request the removal of, the content or to terminate the use of the Platform by the user who posted such content, but we have no liability or responsibility to users for performance or nonperformance of such activities. Without limiting anything set out elsewhere in this Agreement, if a user views content or receives communications allegedly inconsistent with this Agreement, the user may send an e-mail to legal@sspo.com stating, in reasonable detail, the observed behavior. Following receipt of such correspondence, a decision will be made by us, in our sole discretion, regarding the appropriate action to take, if any, to address the concern set out in such e-mail. Any action or inaction by us does not imply or impose any responsibility or liability on us for the form, intent or accuracy of the original or any subsequent content posted by, or communications between, users. If you are involved in a dispute with one or more customers of the Platform, to the fullest extent permitted by law the Indemnified Parties are released (including its officers, directors, affiliates, and employees) from claims, demands, and damages (actual and consequential) of every kind arising out of or in any way connected to any dispute. Without limiting the foregoing, we have the right to fully cooperate with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone posting any User Content or other materials on or through the Platform. YOU WAIVE AND HOLD THE INDEMNIFIED PARTIES (AS DEFINED BELOW) HARMLESS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY ANY OF THEM DURING, OR AS A RESULT OF, OR AS A CONSEQUENCE OF INVESTIGATIONS OR DISCLOSURES BY ANY SUCH PARTIES OR LAW ENFORCEMENT AUTHORITIES PURSUANT TO THIS SECTION. This Section shall survive expiration or termination of this Agreement.

2.3 Third Party Sites

The Platform may have links to third party websites, services and applications, such as websites hosted by third party retailers (collectively, “Third Party Sites”). When you click on such a link, you will leave the Platform and be directed to the Third Party Site. This Agreement does not apply to Third Party Sites. We have no control over, do not review or endorse, and are not responsible for any Third Party Sites, the content therein, or their privacy policies. We encourage you to review the privacy policies of any Third Party Sites you access. In no event shall any reference to any third party, third party website, or third party product or service be construed as an approval or endorsement by us of that third party, Third Party Site, or of any product or service provided by a third party.

2.4 Notice for Claims of Intellectual Property Violations and Agent for Notice

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 any material in the Platform infringes your copyright, you (or your agent) may send our Agent for Notice of claims of copyright or other intellectual property infringement (“Agent”) a written notice requesting that we remove or block access to the infringing material. Your notice to us must include the following information:

  1. an electronic or physical signature of a person authorized to act on behalf of the owner of the exclusive right that is allegedly infringed;
  2. identification of the copyrighted work or other intellectual property that you claim has been infringed;
  3. a description of where the material that you claim is infringing is located with sufficient detail (including applicable URL if possible) that we may find it;
  4. your address, telephone number, and e-mail address;
  5. a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright or intellectual property owner, its agent or the law;
  6. information, if possible, sufficient to permit us to notify the owner/administrator of the allegedly infringing content; and
  7. a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner's behalf.

If you believe in good faith that someone has wrongfully filed a notice of copyright infringement against you, the Digital Millennium Copyright Act (the “DMCA”) permits you to send us a counter-notice. Notices and counter-notices must meet the then-current statutory requirements imposed by the DMCA; see www.loc.gov/copyright. Notices and counter-notices should be sent to our Agent:

By mail:

Copyright Agent

20 Channel Center Street

Boston, MA 02210

Attn:  Legal Department

legal@sspo.com

 

Please note that there are penalties for false claims under the DMCA.

3. Additional Terms for App

(a) App Platforms

You acknowledge and agree that the App is dependent on a third party mobile app platform (such as the Apple iTunes store) (each, an “App Platform”). Each App Platform may have its own terms and conditions to which you must agree before downloading the App from it. You agree to comply with, and your use of the App is conditioned upon your compliance with, all applicable agreements, terms and conditions of use/service, and other policies of the applicable App Platform.

(b) Wireless Carrier Considerations

To use or otherwise access the App, you must have a mobile device that is compatible with the App. We do not warrant that the App will be compatible with your mobile device. We do not charge for the App, but your wireless carrier's normal messaging, data and other rates and fees will still apply. By using the App and unless you have opted out of notifications through your mobile phone, you agree to and will receive push notification in connection with the App.

(c) User End Licenses

We grant you a personal, limited, non-exclusive, non-transferable, non-sublicensable, revocable license to install and use one copy of the App downloaded directly from a legitimate app store, solely in object code format and solely for your personal use for lawful purposes using your Account, on a single mobile device that you own or control. You may not:

  • modify, disassemble, decompile or reverse engineer the App, except to the extent such restriction is expressly prohibited by law;
  • rent, lease, loan, resell, sublicense, distribute or otherwise transfer the App to any third party;
  • make any copies of the App, other than for your own personal backup; or
  • remove, circumvent, disable, damage or otherwise interfere with security-related features of the App, features that prevent or restrict use or copying of any content accessible through the App, or features that enforce limitations on use of the App.

The foregoing limited license is not a sale of the App, and we otherwise retain all rights, title and interest in and to the App. We may terminate your license to the App at any time, in our sole discretion. Any attempt by you to transfer any of the rights, duties or obligations hereunder, except as expressly provided by this Agreement, is void.

(d) Updates

You acknowledge and agree that from time-to-time we may issue updates to the App. If the settings on your device are set to automatically update the App, you expressly consent to such automatic updating, and agree that this Agreement (as it may be amended) will apply to all such updates.

This Section 3 shall survive expiration or termination of this Agreement.

 

4. Accounts and E-commerce

4.1 Account Creation and Termination

In order to use certain features of the Platform, you may be required to register for an account (“Account”) by providing certain information about yourself as prompted by our registration form. You represent and warrant that: (a) all information you provide is truthful and accurate; and (b) you will maintain the accuracy of such information in your Account at all times. Your registration information must not misrepresent your identity or your affiliation with any person or organization. You may request changes to your registration information and/or terminate your Account at any time, for any reason, by sending a written e-mail request with “Update Information” and/or “Cancel Account” (as applicable) in the subject line to onlinesupport@sspo.com. Please allow at least 72 hours for updates and/or terminations to take effect. Without limiting anything set out elsewhere in this Agreement, we may, at our discretion, suspend or terminate your Account at any time for any reason without affecting our rights under this Agreement.

4.2 Account Responsibilities

You are fully responsible for maintaining the confidentiality of your Account login information and for all activities that occur under your Account, including the use of your Account by members of your household or anyone else. You agree to immediately notify us of any unauthorized use, or suspected unauthorized use of your Account, or any other breach of security of your Account, by sending an e-mail to legal@sspo.com

with “Unauthorized Use” in the subject line. We are not liable for any loss or damage arising from your failure to restrict access to your Account.

4.3 Risk of Loss

All purchases are made pursuant to a shipment contract with a third-party carrier.  This means that the risk of loss and title for such items passes to you upon the retailers’ delivery to the carrier.

4.4 Refunds and Returns

Products purchased through the retailers cannot be returned to Shop PO or the Platform.  Instead, these products must be returned directly to the retailer from whom you made your purchase and are subject to the retailer’s individual return and cancellation policies.  Please see the retailer’s policies for details. 

 

5. Security

From time to time, we may use techniques designed to identify fraudulent activities. You agree to cooperate with any efforts as we may, in our sole discretion, deem necessary to identify attempted fraud. You further agree that if, for any reason, you or others acting on your behalf are suspected of fraud or other violations of this Agreement, we may, in our sole discretion, declare you to be in breach of this Agreement, suspend, block and/or terminate your use of the Platform, and/or seek prosecution to the fullest extent of the law. We may also, in our discretion, provide information about fraudulent activities to law enforcement or other entities as we deem appropriate.

 

6. DISPUTE RESOLUTION AND ARBITRATION AGREEMENT

Scope of the Arbitration Agreement.  Mindful of the high cost of legal disputes, not only in dollars but in time and energy, both you and Shop PO agree that any legal dispute between you and Shop PO concerning or arising in any way out of this Agreement, any purchase from Shop PO, any communications between you and Shop PO, or your participation in any other program or service provided by Shop PO shall be resolved through binding individual arbitration. You understand and agree that you are waiving your right to sue or go to court to assert or defend your rights. However, either you or Shop PO may bring any individual claim in small claims court consistent with the jurisdictional and dollar limits that may apply, as long as it is brought and maintained as an individual claim. The term “dispute” means any dispute, action, claim, or other controversy between you and Shop PO, whether in contract, warranty, tort, statute, regulation, ordinance, or any other legal or equitable basis. “Dispute” will be given the broadest possible meaning allowable under law.

How Arbitration Works.  Either party may initiate arbitration, which shall be conducted by the American Arbitration Association (“AAA”) pursuant to its Consumer Arbitration Rules (“AAA Rules”), as modified by this Arbitration Agreement. The AAA Rules are available on the AAA’s website www.adr.org, or by calling the AAA at (800) 778-7879. In the event the AAA is unavailable or unwilling to hear the dispute, the parties shall agree to, or the court shall select, another arbitration provider. Unless you and Shop PO agree otherwise, including by telephone or by written submissions, any arbitration hearing shall take place at a place chosen by the AAA in the same city as the U.S. District Court closest to your then current billing address, or at some other place to which you and Shop PO in writing.  If you live outside the United States or do not have an address on file, any arbitration will take place in Boston, Massachusetts. Except for claims determined by the arbitrator to be frivolous or where your claim is valued at more than $75,000, Shop PO will pay all filing, administrative, arbitrator and hearing costs and waives any rights it may have to recover an award of attorneys’ fees and expenses against you. Any claim by us or you must be commenced within one (1) year after the Dispute arises.

WAIVER OF RIGHT TO BRING CLASS ACTION AND REPRESENTATIVE CLAIMS.  Any arbitration shall proceed on an individual basis. The arbitrator is empowered to resolve the dispute with the same remedies available in court. You and Shop PO also agree that each may bring claims against the other in arbitration only in your or their respective individual capacities and in so doing you and Shop PO hereby waive the right to a trial by jury, to assert or participate in any class action lawsuit or class action arbitration, any private attorney general lawsuit or private attorney general arbitration, and any joint or consolidated lawsuit or joint or consolidated arbitration of any kind. If a court decides that the limitations of this paragraph are deemed invalid or unenforceable, any putative class, private attorney general, or representative action must be brought in a court of proper jurisdiction and not in arbitration. 

Governing Law and Other Terms.  This Arbitration Agreement shall be governed by, and interpreted, construed, and enforced in accordance with, the Federal Arbitration Act and other applicable federal law. To the extent state law applies to any aspect of this Arbitration Agreement, or to any disputes and claims that are covered by the Arbitration Agreement, the law of the state or country of your residence, as determined by your mailing address on file with Shop PO, will govern. If you do not have an address on file with Shop PO, the law of the Commonwealth of Massachusetts will apply.  Only the arbitrator is authorized to make determinations as to the scope, validity, or enforceability of this Agreement, including whether any dispute falls within its scope. However, the parties agree that any issue concerning the validity of the class/representative action waiver above must be decided by a court, and an arbitrator does not have authority to consider the validity of the waiver. Except as set forth in the above paragraph regarding the class/representative action waiver, if any portion of this Arbitration Agreement is deemed invalid or unenforceable, it will not invalidate the remaining portions of the Arbitration Agreement. This Dispute Resolution & Arbitration Agreement survives the termination of your relationship with Shop PO, including the end of your participation in any program or service and opt-out of consent for marketing or other agreements with Shop PO.  Shop PO will provide notice of any material changes to this Arbitration Agreement.

 

7. Indemnity

You agree to indemnify, defend and hold harmless Shop PO, its parent, subsidiaries, divisions, affiliates, agents, representatives, retailer partners, suppliers, manufacturers, licensees, content providers, successors and assigns, and its and their respective officers, directors, employees, contractors and agents (collectively, “Indemnified Parties”) from and against any and all damages, harm, loss, liability, claims, actions, demands, costs and expenses, including reasonable attorneys' fees and costs of settlement, arising out of or related to (i) your use of the Platform, the Materials, or any element or component thereof, (ii) your User Content, and/or (iii) your violation of this Agreement or any applicable laws, rules or regulations. We reserve 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. You further agree not to settle any matter without our prior written consent. We will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it. This Section shall survive expiration or termination of this Agreement.

 

8. Release

Without limiting anything in this Agreement to the contrary, you hereby release and forever discharge each of the Indemnified Parties from any and all damages, harm, loss, liability, claims, actions, demands, costs and expenses of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, past, present or future (including personal injuries, death, and property damage), that has arisen or arises directly or indirectly out of, or relates directly or indirectly to, this Agreement, our Privacy Policy, and/or any use or access by you of the Platform, including any interactions with, or acts or omissions of, retailers or other operators of Third Party Sites. IF YOU ARE A CALIFORNIA RESIDENT, YOU HEREBY WAIVE CALIFORNIA CIVIL CODE SECTION 1542 IN CONNECTION WITH THE FOREGOING, WHICH STATES: "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." This Section shall survive expiration or termination of this Agreement.

 

9. Disclaimers

To the fullest extent permitted by law, Shop PO is not and shall not be at any time responsible or liable for any loss or damage of any kind, including personal injury or death, (whether in tort, contract, or strict liability) arising out of or related to any User Content, or to any act or omission by its customers, by Shop PO or by any third party or by any of the equipment or programming associated with or utilized in connection with the Platform. Any content submitted by our vendors does not necessarily reflect the opinions or policies of Shop PO.

To the fullest extent permitted by law, Shop PO assumes no responsibility for any error, omission, interruption, delay, communications line failure, deletion, defect, delay in operation or transmission, theft or destruction or unauthorized access to, or alteration of, any User Content or other customer communications. To the fullest extent permitted by law, Shop PO is not responsible for any problems or technical malfunction of any telephone or cable network or lines, computer systems, servers or providers, computer equipment, software, failure of any email or players due to technical problems or traffic congestion on the Internet or on in connection with the Platform, including any injury or damage to customer’s or other person's computer related to or resulting from participation on or through the Platform.

THE PLATFORM IS PROVIDED ON AN "AS-IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND. TO THE FULLEST EXTENT PERMITTED BY LAW, EACH OF THE INDEMNIFIED PARTIES EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING THE WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT OF THIRD-PARTY RIGHTS, AND FITNESS FOR A PARTICULAR PURPOSE, AND MAKES NO WARRANTIES ABOUT THE ACCURACY, RELIABILITY, COMPLETENESS, INTENT, USEFULNESS OR TIMELINESS OF THE PLATFORM AND/OR THE MATERIAL. FOR THE AVOIDANCE OF DOUBT, EACH OF THE INDEMNIFIED PARTIES MAKES NO REPRESENTATION OR WARRANTY THAT: (A) THE PLATFORM WILL MEET YOUR REQUIREMENTS; (B) THE PLATFORM WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE BASIS; (C) THE QUALITY OF THE MATERIAL WILL MEET YOUR EXPECTATIONS; (D) ANY ERRORS IN THE PLATFORM WILL BE CORRECTED; (E) THE PLATFORM WILL BE ACCURATE, RELIABLE, FREE OF VIRUSES OR OTHER HARMFUL CODE, COMPLETE, LEGAL OR SAFE; OR (E) ANY OF THE PLATFORM OR MATERIALS IS APPROPRIATE OR MAY BE DOWNLOADED OUTSIDE OF THE UNITED STATES. IF YOUR USE OF THE PLATFORM OR ANY MATERIALS RESULTS IN THE NEED FOR SERVICE TO, OR REPLACEMENT OF, EQUIPMENT OR DATA, SHOP PO IS NEITHER RESPONSIBLE NOR LIABLE FOR THOSE COSTS. YOUR USE AND BROWSING OF, AND ANY RELIANCE BY YOU UPON, THE PLATFORM, ARE AT YOUR OWN RISK. IF YOU ARE DISSATISFIED WITH THE PLATFORM OR ANY MATERIALS, OR WITH ANY OF THE TERMS AND CONDITIONS OF THIS AGREEMENT, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE ACCESSING AND USING THE PLATFORM. THIS SECTION 9 SHALL SURVIVE EXPIRATION OR TERMINATION OF THIS AGREEMENT.

 

10. Limitation of Liability

10.1 TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, IN NO EVENT SHALL SHOP PO, OR ANY OF THE OTHER INDEMNIFIED PARTIES, BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, PUNITIVE OR SIMILAR DAMAGES ARISING FROM OR RELATING TO THIS AGREEMENT OR YOUR USE OF OR ACCESS TO, OR INABILITY TO USE OR ACCESS, THE PLATFORM, INCLUDING DAMAGES FOR HARM TO BUSINESS, LOST DATA, LOSS OF YOUR INFORMATION, LOST PROFITS, LOST SAVINGS OR LOST REVENUES, HOWEVER SUCH DAMAGES ARE CAUSED AND WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR ANY OTHER THEORY OF LIABILITY. THE FOREGOING LIMITATIONS SHALL APPLY REGARDLESS OF WHETHER ANY SUCH INDEMNIFIED PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH INJURY, DAMAGES, LOSSES OR EXPENSES. SHOP PO SHALL NOT BE LIABLE FOR ANY OF YOUR INTERACTIONS OR TRANSACTIONS WITH THIRD PARTY SITES, INCLUDING RETAILERS. THIS SECTION 10 SHALL SURVIVE EXPIRATION OR TERMINATION OF THIS AGREEMENT.

10.2 ACCESS TO, AND USE OF, THE PLATFORM ARE AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA RESULTING THEREFROM. IN THE EVENT YOU TRANSMIT, INTRODUCE OR OTHERWISE CAUSE ANY TECHNICAL DISRUPTION OF THE PLATFORM OR THE NETWORKS, SYSTEMS OR EQUIPMENT SUPPORTING THE PLATFORM, YOU AGREE TO BE RESPONSIBLE FOR ANY AND ALL LIABILITIES AND COSTS AND EXPENSES (INCLUDING ATTORNEYS' FEES AND EXPENSES) ARISING FROM ANY AND ALL CLAIMS BROUGHT BY THIRD PARTIES BASED UPON SUCH TECHNICAL DISRUPTIONS. "TECHNICAL DISRUPTIONS" INCLUDE DISTRIBUTION OF UNSOLICITED ADVERTISING OR CHAIN LETTERS, PROPAGATION OF COMPUTER WORMS, VIRUSES OR OTHER HARMFUL CODE, AND/OR USING THE PLATFORM TO MAKE UNAUTHORIZED ENTRY TO ANY OTHER MACHINE ACCESSIBLE VIA THE PLATFORM. YOU ARE FURTHER SOLELY RESPONSIBLE FOR THE CONTENT OF ANY TRANSMISSIONS USING THE PLATFORM AND, WITHOUT LIMITING ANYTHING SET OUT IN THIS AGREEMENT, YOU AGREE NOT TO UPLOAD, POST OR OTHERWISE MAKE AVAILABLE ON THE PLATFORM ANY MATERIAL PROTECTED BY A PROPRIETARY RIGHT OF A THIRD PARTY WITHOUT FIRST OBTAINING THE EXPRESS PERMISSION OF THE OWNER OF SUCH PROPRIETARY RIGHT. YOU SHALL BE SOLELY LIABLE FOR ANY DAMAGES, LOSSES, COSTS AND EXPENSES (INCLUDING ATTORNEYS' FEES AND EXPENSES) ARISING OUT OF INFRINGEMENT OF PROPRIETARY RIGHTS OR ANY OTHER HARM ARISING FROM THE UPLOADING, POSTING OR OTHER SUBMISSION OF MATERIALS BY YOU, INCLUDING USER CONTENT. THIS SECTION SHALL SURVIVE EXPIRATION OR TERMINATION OF THIS AGREEMENT.

10.3 IF AN INDEMNIFIED PARTY IS FOUND TO HAVE LIABILITY IN CONNECTION WITH THIS AGREEMENT, THEN NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN THAT MAY SUGGEST OTHERWISE, THE AGGREGATE LIABILITY OF THE INDEMNIFIED PARTIES TO YOU FOR ANY AND ALL DAMAGES ARISING FROM OR RELATED TO THIS AGREEMENT (FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION), WILL AT ALL TIMES BE LIMITED TO FIFTY US DOLLARS ($50) AND THE EXISTENCE OF MORE THAN ONE CLAIM WILL NOT INCREASE THIS LIMIT. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. YOU MAY ALSO HAVE OTHER LEGAL RIGHTS THAT VARY FROM JURISDICTION TO JURISDICTION.

 

11. Term and Termination

Except as otherwise set forth herein, this Agreement will remain in full force and effect while you use and access the Platform. We reserve the right to (a) suspend or terminate your rights to use the Platform (including your Account), or (b) terminate this Agreement, at any time for any reason, in our sole discretion, including for any use of, or access to, the Platform in violation of this Agreement. Upon termination of this Agreement, your Account and right to access and use the Platform will terminate immediately. You understand that any termination of your Account may involve deletion of your User Content associated therewith from our live databases. We will not have any liability whatsoever to you for any termination of this Agreement, including for termination of your Account or deletion of your User Content. We and our retail partners reserve the right to cancel, delay, refuse to ship, or recall from the shipper any order if fraud is suspected. In the event this Agreement is terminated, the restrictions regarding intellectual property matters, the representations and warranties, indemnities, and limitations of liabilities set forth herein (as well as any other of your obligations which by their nature should survive termination) will survive termination.  Our rights under this Agreement will survive any termination of your Account or this Agreement.

 

12. General

12.1 No Support or Maintenance

You acknowledge and agree that we will have no obligation to provide you with any support or maintenance in connection with the Platform.

12.2 International Access

Access to the Platform may not be legal by certain persons, or in certain countries. This Agreement will not be governed by the United Nations Convention on Contracts for the International Sale of Goods. You will comply with all applicable export laws, restrictions, and regulations of any United States or foreign agency or authority and will not export or re-export, or allow the export or re-export of any product, material, service, technology or information you obtain or acquire in connection with the Platform (or any direct product thereof) in violation of any such laws, restrictions or regulations. While you may be able to setup an Account as a user outside the U.S., we make no assurances or representations of any kind that the Platform is suitable for use in the country in which you reside. Currently, users outside the U.S. may not purchase merchandise through the Platform. If you access the Platform from outside of the United States, you do so at your own risk and are responsible for compliance with the laws of the jurisdiction in which you are then-located, and will indemnify and hold harmless Shop PO and all other Indemnified Parties from and against any and all damages, harm, loss, liability, claims, actions, demands, costs and expenses, including reasonable attorneys' fees and costs of settlement, arising out of or related to such access.

12.3 Entire Agreement; Waiver and Severability; Interpretation; Assignment

This Agreement, which include any specific terms appearing at discrete areas of the Platform, constitutes the entire agreement between you and Shop PO regarding the Platform. However, your purchases from retailers are subject to their own privacy policy and terms of use.  Our failure to exercise or enforce any right or provision of this Agreement shall not operate as a waiver of such right or provision. If any provision of this Agreement is, for any reason, held to be invalid or unenforceable, the other provisions of this Agreement will be unimpaired and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law. The section titles in this Agreement are for convenience only and have no legal or contractual effect. The use of the word “including” in this Agreement shall mean “including without limitation.” This Agreement, and your rights and obligations herein, may not be assigned, subcontracted, delegated, or otherwise transferred by you without our prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void. However, Shop PO reserves the right to assign this Agreement and Shop PO’s obligations without restriction.  The terms of this Agreement shall be binding upon permitted assignees.

12.4 Export and Sanctions

You may not use Platform if you are subject to U.S. sanctions or sanctions consistent with U.S. law imposed by the governments of the country where you are using the Platform. You must comply with all U.S. or other export and re-export restrictions that may apply to goods, software, technology and services.

12.5 Consumer Complaints

If you have concerns about the Platform, please contact us directly at onlinesupport@sspo.com.  If you have concerns or questions about your purchase from a retailer, please contact the retailer directly.

In accordance with California Civil Code §1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them in writing at 400 R Street, Sacramento, CA 95814, or by telephone at (800) 952-5210.

© 2018 - 2019 Shop PO, LLC. All Rights Reserved.

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