These Terms of Use cover the use of the UBidShopper software and comparative
service provided therein (collectively: "UBidShopper"), which are owned by
Smartshopper.com, Inc. To learn more about us, go to
http://www.smartshopper.com/smartshopper/Company.
Welcome to UBidShopper!
Our goal at UBidShopper is to bring you the most up-to-date, accurate shopping
comparisons and best prices in just seconds, while you shop at your favorite
sites. We do everything we can to ensure that you enjoy an enhanced online
comparison and one-stop shopping service in a safe and secure environment. We
provide you the complete shopping and travel experience, including:
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Comparative offers for the product or travel deals you were
looking for.
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Product reviews.
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Merchant reviews.
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Detailed product and travel information (including images).
Acceptance of Terms
By downloading or installing, registering for, or using UBidShopper's
comparative shopping service provided through the
smartshopper.com web site, you agree to be bound by these Terms of Use
and all policies and guidelines incorporated into these Terms of Use by
reference, including without limitation the UBidShopper Privacy Policy
(together, the "Agreement"). Please read this Agreement carefully. If you do
not wish to be bound by the Agreement, do not indicate your acceptance, and do
not use UBidShopper's service.
Privacy
You acknowledge and agree that you have reviewed, understand, and agree to be
bound by all of the terms and provisions of the UBidShopper Privacy Policy as
it appears on
http://www.smartshopper.com/SmartShopper/affiliates/uBid/PrivacyPolicy.aspx.
Description of Service
UBidShopper's comparative shopping service improves your online shopping
experience by enabling you to find the best prices, a variety of product and
service options at the convenience of a one-stop online shopping. UBidShopper's
comparative shopping software (the "Software" and service (the "Comparative
Service")) automatically searches numerous Internet web sites to help you find
alternative products or services, or alternative providers or deals. The
Software sends a query to the UBidShopper servers (i) when you search on
certain web sites relating to e-commerce or travel related services (ii) when
you perform searches in search engines, although such search engine queries are
discarded by the server once the server identifies that they do not originate
from e-commerce sites (and thus these search queries are not dealt by the
Software any further). The Comparative Service then connects to third party
providers of products or services ("Providers") with your query and provides
you (in a separate window) with alternative purchasing options. The searches
are conducted by the Providers, and the alternatives are either provided by
other third parties or the Providers themselves. If one of the alternative
options displayed by the Comparative Service fits your shopping needs, and you
select it, you will be transferred to an external site hosted by either the
Provider or by uBidShopper ("External Site"). On the External Site, you can
shop for products, make travel arrangements or sign up for a service. In
addition, you can use the Comparative Service to search for deals on the
Internet and to find or view related deals on certain websites. uBidShopper
receives a small agreed upon commission or fee from the Providers for referring
you to them. This enables uBidShopper to provide the Comparative Service to you
free of charge.
Performance of the Comparative Service
If you elect to install the Software on your computer and use the Comparative
Service, you hereby expressly authorize uBidShopper and any of the
participating Providers to: (i) analyze your shopping queries on certain
e-commerce or travel related sites in order to perform relevant shopping
searches for you, (ii) contact aggregators of alternative products and
services, options or deals that might be relevant to your shopping query; (iii)
serve as your shopping aggregator across numerous shopping related sites in
order to compile data relevant to your search queries (iv) open a new browser
window, frame or other form of display on your computer (resizing any open
browser windows that might be necessary to resize); (v) display deals, offers
and other search results based on your search queries, within the used form of
display; (vi) collect basic information about any financial transactions
performed via or facilitated through the Comparative Service in order for
uBidShopper to receive its referral fee from the Providers; and (vii) take all
actions that uBidShopper and any of the Providers determine necessary in
connection with the items described above.
Affiliation with Alternative Sites and Providers
The Comparative Service may occasionally open a browser window or other form of
display for you while you browse the Internet for various products or services.
This may cause your original browser window to resize. uBidShopper may then
provide you with alternative options for such products or services from various
Providers, and with links to such Providers' sites. You understand and agree
that by opening the browser window with alternative options, uBidShopper does
not in any way imply, suggest, or constitute any sponsorship or recommendation
of any such site. Nor does this indicate any affiliation between such other
site and uBidShopper. In addition, you understand that by opening the browser
window with alternative Providers' products or services offerings, uBidShopper
does not in any way imply, suggest, or constitute any sponsorship of, approval
of, recommendation, or affiliation among such alternative Providers and the
site you are currently browsing. You agree that uBidShopper shall not be liable
or responsible in any way for any of the content displayed on the Providers'
websites, including without limitation the completeness, accuracy and
timeliness of information that uBidShopper may aggregate for you from such
Providers or their websites.
If you choose to purchase products or services, or register for or subscribe to
services or promotions from a Provider or other third party, the arrangement
shall be solely between you and such Provider or other third party, and is at
your own risk. You should carefully review any applicable terms of use, rules,
or other privacy policies of such Providers that may apply to the arrangement.
uBidShopper shall have no liability with respect to the acts or omissions of
any such Providers or third parties.
License
UBidShopper's Software is protected by the copyright laws of the United States
and all applicable international copyright treaties. uBidShopper hereby grants
to you a personal, non-exclusive, non transferable and royalty-free license to
use the Software in machine executable object code form subject to the terms
and conditions set forth in this Agreement. For the sole purpose of using the
Software, you are hereby granted a limited, non-exclusive, non transferable,
and royalty-free license to access text, graphics, images and content
(together, the "Content") and other information provided by uBidShopper via the
uBidShopper "Browser Window Pane" and on the uBidShopper web site, subject to
the terms and conditions set forth in this Agreement.
Scope and Limitations of License
(a) You may use the Software on any computer under your full control, provided
however that any copy of the Software for use on such computer must contain all
of the original Software's proprietary notices and the text of this Agreement.
(b) You may not use the Comparative Service and/or the Software to: (i) perform
any activity which is or may be, directly or indirectly, unlawful, harmful,
threatening, abusive, harassing, tortious, defamatory, vulgar, obscene,
libelous, invasive of another's privacy, hateful, or racially, ethnically or
otherwise objectionable; (ii) perform any activity which will or may breach the
rights of any third party; or (iii) engage in commercial activities including,
but not limited to, offering for sale any products or services, soliciting for
advertisers or sponsors or selling, licensing or granting public access to any
Content or other information offered through the Comparative Service.
(c) Without limiting the foregoing section, you acknowledge that the
Comparative Service may contain features enabling users to transmit various
types of communications (e.g., Tell-a-Friend emails) to other users; and you
shall not use the Comparative Service for any form of harassing activities,
impostering or activities which are intended or may result in invasion of
privacy or damages to other users or any third party. You shall refrain from
such activities and shall be solely liable for any consequence of such
prohibited actions.
(d) uBidShopper may, at any time and for whatever reason, limit, deny, create
different priorities for different users, modify, or cancel some or all of the
functionality or content of the Software or the Comparative Service without
prior notice. uBidShopper may elect in its sole discretion to condition the
continuation of this Agreement on your accepting software improvements,
corrections, adaptations, conversions to more recent Software versions, or any
other changes to the Software or the Comparative Service.
Protection of Proprietary Rights
Complete title, ownership rights, intellectual property rights and all other
proprietary rights in and to the Software and the Comparative Service,
including the Content, shall remain at all times in uBidShopper and/or its
licensors and suppliers and nothing in this Agreement shall be deemed to be a
grant of any such rights to you. You may not modify, translate, reverse
engineer, decompile or disassemble the Software, Comparative Service, any of
the Content or information on the Comparative Service, create derivative works
based on the Software, the Comparative Service, any of the Content, or
information on the Comparative Service, copy any of the foregoing (except as
expressly provided in this Agreement), export, sell, license, rent, lease, or
otherwise transfer rights to the Software, the Comparative Service, or any of
the Content or information on the Comparative Service, or remove any
proprietary notices or labels on or pertaining to any of the foregoing. If you
know of any such infringements or violations please contact us at
ip@smartshopper.com.
Acknowledgements Regarding Use of Comparative Service; Disclaimer of Warranties
You acknowledge and agree that:
(a) By using the Internet, the Software, the Comparative Service and/or the
Content, you may be exposed to contaminated files, computer viruses,
eavesdropping, harassment, electronic trespassing, hacking and other harmful
acts or consequences that might lead to unauthorized invasion of privacy, loss
of data, and other damages.
(b) uBidShopper may automatically transmit to and install on your computer,
Software improvements, corrections, adaptations, conversions to more recent
Software versions, or any other changes to the Software.
(c) The functionality of the Software and the Comparative Service depends,
among other things, on the availability of Internet connectivity, information
provided by uBidShopper servers, absence of net congestion and other factors.
uBidShopper makes no warranties or guarantees as to the availability or
reliability of the Comparative Service or the information provided to you nor
makes any commitment to provide you with any information or to provide an
on-going operational Comparative Service. uBidShopper at any time may suspend
or cancel the Comparative Service for any reason without prior notice.
(d) THE SOFTWARE AND THE COMPARATIVE SERVICE ARE PROVIDED "AS IS," WITHOUT
WARRANTY OF ANY KIND. UBIDSHOPPER AND ITS LICENSORS AND SUPPLIERS MAKE NO
WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THE
IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR
PURPOSE, AND NON-INFRINGEMENT, REGARDING THE SOFTWARE OR THE COMPARATIVE
SERVICE. NEITHER UBIDSHOPPER NOR ITS LICENSORS OR SUPPLIERS WARRANT, GUARANTEE
OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE
SOFTWARE OR THE COMPARATIVE SERVICE IN TERMS OF ITS CORRECTNESS, ACCURACY,
RELIABILITY, OR CURRENCY OR THAT THE OPERATION OF THE SOFTWARE OR THE
COMPARATIVE SERVICE WILL BE UNINTERRUPTED OR ERROR FREE.
Some jurisdictions do not allow the disclaimer of warranties. In such
jurisdictions, the foregoing disclaimers shall apply to the greatest extent
permitted by applicable law.
Acknowledgments Regarding Information and Content
You acknowledge and agree that:
The information you will be exposed to, or receive, or use with the Software,
the Comparative Service, and/or the Content including, but not limited to text,
graphics, pictures, links, bookmarks, web sites, advertisements, products,
goods, or services, is not reviewed, controlled, examined, verified or endorsed
by uBidShopper in any way (even if uBidShopper receives remuneration for such
information) and are the sole responsibility of the person from whom such
information originated. You will be solely responsible for all information that
you download, upload, send or otherwise access via the Comparative Service. You
will be responsible for securing adequate legal rights to store, link to,
browse in, or otherwise make use of such information and for ensuring that such
information complies with all applicable laws, including but not limited to,
any and all proprietary rights of third parties, rules of copyright, secrecy,
defamation, decency, privacy, security and export laws.
Limitation of Liability
(a) IN ADDITION TO EXPRESS LIMITATIONS ON UBIDSHOPPER'S LIABILITY SET FORTH
THROUGHOUT THIS AGREEMENT, IN NO EVENT SHALL UBIDSHOPPER OR ITS LICENSORS OR
SUPPLIERS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY UNAVAILABILITY, DELAYS,
INACCURACIES, ERRORS OR OMISSIONS WITH RESPECT TO ANY CONTENT OR INFORMATION
USED, RECEIVED, OR TRANSMITTED BY THE SOFTWARE OR THE COMPARATIVE SERVICE, OR
FOR ANY DAMAGE ARISING THEREFROM OR OCCASIONED THEREBY, OR FOR THE RESULTS
OBTAINED FROM THE USE OF SUCH INFORMATION, INCLUDING WITHOUT LIMITATION ANY
RISK OF THE INTRODUCTION OF COMPUTER VIRUSES, INVASION OF PRIVACY AND ANY RISK
ARISING OUT OF ANY INFORMATION TRANSMITTED OR RECEIVED IN CONNECTION WITH THE
USE OF THE SOFTWARE OR THE COMPARATIVE SERVICE. YOU ASSUME THE ENTIRE RISK FOR
THE ACCURACY, AVAILABILITY, ADEQUACY, COMPLETENESS, CORRECTNESS, VALIDITY AND
QUALITY OF ANY INFORMATION OR CONTENT RECEIVED OR DOWNLOADED THROUGH THE
COMPARATIVE SERVICE.
(b) IN ADDITION TO EXPRESS LIMITATIONS ON UBIDSHOPPER'S LIABILITY SET FORTH
THROUGHOUT THIS AGREEMENT, IN NO EVENT WILL UBIDSHOPPER OR ITS LICENSORS OR
SUPPLIERS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, SPECIAL,
INCIDENTAL, OR CONSEQUENTIAL DAMAGES (INCLUDING DAMAGES FOR THE COST OF
OBTAINING SUBSTITUTE GOODS, LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION,
LOSS OF DATA AND EQUIPMENT, AND OTHER SUCH DAMAGE OR LOSS), HOWEVER CAUSED
(INCLUDING WITHOUT LIMITATION ANY LOSS CAUSED BY THE INTRODUCTION OF COMPUTER
VIRUSES OR CONTENT TRANSMITTED OR RECEIVED IN CONNECTION WITH THE USE OF THE
SOFTWARE OR THE COMPARATIVE SERVICE) AND ON ANY THEORY OF LIABILITY, WHETHER
BASED IN TORT (INCLUDING NEGLIGENCE), CONTRACT, OR OTHERWISE, EVEN IF
UBIDSHOPPER OR ITS LICENSORS OR SUPPLIERS HAVE BEEN ADVISED OF THE POSSIBILITY
OF SUCH DAMAGES.
(c) THE SOFTWARE AND THE COMPARATIVE SERVICE ARE DOWNLOADED, USED, TRANSMITTED
AND RECEIVED IN EACH CASE AT YOUR OWN RISK. YOU UNDERSTAND AND AGREE THAT YOUR
USE OF THE SOFTWARE AND THE COMPARATIVE SERVICE, OR ANY PORTION THEREOF, IS SO
USED, TRANSMITTED AND/OR RECEIVED AT YOUR OWN RISK.
(d) IF, NOTWITHSTANDING THE VARIOUS LIMITATIONS ON UBIDSHOPPER'S LIABILITY
FOUND IN THIS AGREEMENT, UBIDSHOPPER IS FOUND LIABLE TO YOU WITH RESPECT TO AN
ACTION OR OMMISSION ARISING OUT OF OR RELATED TO THIS AGREEMENT, HOWEVER CAUSED
AND ON ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, TORT (INCLUDING
NEGLIGENCE), OR OTHERWISE, UBIDSHOPPER'S LIABILITY WILL NOT EXCEED $100
(ONE-HUNDRED DOLLARS).
Indemnification
You agree to indemnify, defend, and hold harmless uBidShopper, and its
affiliates, shareholders, officers, directors, employees, consultants, and
agents, and their successors and assigns, from and against any and all third
party claims, liability, damages, or costs (including, but not limited to,
reasonable attorneys fees) arising out of or related to your use of the
Software, Comparative Service, or Content, or your breach of any of your
covenants, representations, or warranties contained in this Agreement.
System Integrity
(a) You may not use any device, software or routine to interfere or attempt to
interfere with the proper working of the Comparative Service or any transaction
conducted on the uBidShopper site. You may not take any action which imposes an
unreasonable or disproportionately large load on UBidShopper's infrastructure.
You may not disclose or share your password with any third parties or use your
password for any unauthorized purpose.
(b) The uBidShopper site contains robot exclusion headers and you agree that
you will not use any robot, spider, other automatic device, or manual process
to monitor or copy uBidShopper web pages or Content without UBidShopper's prior
written permission. You agree that you will not use any device, software or
routine to interfere or attempt to interfere with the proper working of the
uBidShopper site.
Term and Termination
uBidShopper and you shall have the right to terminate this Agreement at any
time for any reason whatsoever and without any obligation to specify the
reasons for such termination. uBidShopper may terminate this Agreement by
written notice to you sent to your e-mail address (as provided by you during
the registration process) requesting removal of the Software, by unilateral
removal or deletion of all, or a specific portion of, the Comparative Service,
Software, and/or the Content or other available method. You may terminate this
Agreement solely by removal of the Software. Without limiting the foregoing,
the Agreement, including your right to use the Software, Comparative Service
and Content, will terminate automatically and immediately if (i) you fail to
comply with the provisions of this Agreement; (ii) you use the Software or
Comparative Service for illegal, unlawful, or abusive purposes. Upon
termination, you agree to immediately stop using the Software or the
Comparative Service and destroy all copies of the Software.
Export Law Assurances
You are responsible for complying with trade regulations and both foreign and
domestic laws. You acknowledge that the Software or underlying technology may
not be downloaded to, or exported or re-exported: (a) into any country subject
to United States embargo (or to a resident or national of such a country) such
as Cuba, Iraq, Iran, Libya, North Korea, Syria and any other country which may
appear on the United States Embargo List from time to time; or (b) to anyone on
the US Treasury Department's list of Specially Designated Nationals or on the
US Commerce Department's Denied Party or Entity List. You further agree not to
export or re-export the Software to any prohibited country, person, end-user or
entity specified by US Export Laws.
Changes to this Agreement
Notice of material changes to this Agreement will be posted on UBidShopper's
web site. You are responsible for reviewing any such notice and any applicable
changes. You agree that your continued use of the Comparative Service following
any changes to this Agreement will constitute your acceptance of such changes.
If you do not agree to any such changes, do not continue to use the Comparative
Service after the effective date of such changes and uninstall the Software.
Miscellaneous Terms
This Agreement represents the complete agreement between you and UBidShopper
concerning the subject matter hereof and supersedes all prior agreements and
representations between you and uBidShopper. If any provision of this Agreement
is held to be unenforceable for any reason, such provision shall be reformed to
the greatest extent possible under applicable law. Except as specifically set
forth herein, this Agreement cannot be amended, modified, or waived, unless
such amendment, modification, or waiver is in writing and signed by an
authorized uBidShopper representative. uBidShopper may transfer, assign,
sublicense or pledge in any manner whatsoever, any of its rights and
obligations under this Agreement to any third party whatsoever, without notice
and without the need to receive your consent, in connection with the sale or
transfer of substantially all of its assets. You shall not transfer, assign,
sublicense nor pledge in any manner whatsoever, any of your rights or
obligations under this Agreement. This Agreement is governed by the laws of the
State of New York, without reference to its conflict of law principles and the
exclusive jurisdiction for any dispute arising hereunder shall be submitted to
the competent courts in New York. Any questions concerning this Agreement may
be directed by email to termsofuse@SmartShopper.com.
Children 13 and Under
If you are thirteen years old or younger, we will not collect, store, or use
your personally identifiable information. In addition, parents or guardians of
children over the age of thirteen should be aware that the Comparative Service
is designed to appeal to a broad audience. Accordingly, it is your
responsibility to determine whether any portion of the Comparative Service is
inappropriate for your child.
Support
If you have any questions regarding the use of the UBidShopper website,
Software or Comparative Service, feel free to contact our support team at
ubid-support@SmartShopper.com.
These Terms of Use were last updated on April 17, 2006.