Welcome to ShopCity.com! By using ShopCity.com’s products, software, services or
web sites ("ShopCity.com services"), you agree to the following terms and
conditions, and any policies, guidelines or amendments thereto that may
be presented to you from time to time, including but not limited to
Program Policies and Legal Notices (collectively, the "Terms"). We may
update the Terms in the future, and you will be able to find the most
current version of this agreement at http://www.shopcity.com/terms
- USE OF SERVICES
ShopCity.com, Inc., its subsidiaries and affiliated companies ("ShopCity.com") offer ShopCity.com services to you, provided that you are of legal
age to form a binding contract and are not a person barred from
receiving services under the laws of Canada or other
applicable jurisdiction. In order to access certain services, you may
be required to provide current, accurate identification, contact, and
other information as part of the registration process and/or continued
use of ShopCity.com services. You are responsible for maintaining the
confidentiality of your account password, and are responsible for all
activities that occur under your account. You agree to immediately
notify ShopCity.com of any unauthorized use of your password or account or
any other breach of security. ShopCity.com cannot and will not be liable for
any loss or damage arising from your failure to provide us with
accurate information or to keep your password secure.
- APPROPRIATE CONDUCT
You understand that all information, data, text, software, music,
sound, photographs, graphics, video, messages or other materials
("Content") are the sole responsibility of the person from which such
Content originated. ShopCity.com reserves the right, but shall have no
obligation, to pre-screen, flag, filter, refuse, modify or move any
Content available via ShopCity.com services. You understand that by using ShopCity.com services you may be exposed to Content that is offensive,
indecent or objectionable, and that you use ShopCity.com services at your own
You agree that you are responsible for your own conduct and any Content
that you create, transmit or display while using ShopCity.com services and
for any consequences thereof. You agree to use ShopCity.com services only for
purposes that are legal, proper and in accordance with the Terms and
any applicable policies or guidelines. You agree that you will not
engage in any activity that interferes with or disrupts ShopCity.com services
or servers or networks connected to ShopCity.com services. To report any
activity or Content that may violate the Terms, please go to http://www.shoppaloalto.com/feedback.
In addition to this agreement, your use of some specific ShopCity.com
services is governed by the policies or guidelines specific to those
services and which are specifically incorporated into this agreement.
You agree to comply with your company's data usage and privacy policies.
Users outside of Canada agree to comply with their own local
rules regarding online conduct and acceptable content, including laws
regulating the export of data to and from Canada or your
country of residence.
By using ShopCity.com services, you acknowledge and agree that ShopCity.com may
access, preserve, and disclose your account information and any Content
associated with that account if required to do so by law or in a good
faith belief that such access preservation or disclosure is reasonably
necessary to: (a) satisfy any applicable law, regulation, legal process
or enforceable governmental request, (b) enforce the Terms, including
investigation of potential violations hereof, (c) detect, prevent, or
otherwise address fraud, security or technical issues (including,
without limitation, the filtering of spam), or (d) protect against
imminent harm to the rights, property or safety of ShopCity.com, its users or
the public as required or permitted by law.
You understand that the technical processing and transmission of ShopCity.com
services, including your Content, may involve (a) transmissions over
various networks; and (b) changes to conform and adapt to technical
requirements of connecting networks, devices or services.
You also understand and agree that your administrator
may have access to your account and its content, and may suspend or
terminate your account access and your ability to modify your account.
- PROPRIETARY RIGHTS
You acknowledge and agree that ShopCity.com services and any necessary
software used in connection with ShopCity.com services ("Software") contain
proprietary and confidential information that is protected by
applicable intellectual property and other laws and treaties. You
further acknowledge and agree that Content contained in sponsor
advertisements or presented to you through ShopCity.com services is protected
by copyrights, trademarks, service marks, patents or other proprietary
rights and laws. Except as expressly authorized by ShopCity.com or other
proper third party rights holders, you agree not to modify, rent,
lease, loan, sell, distribute or create derivative works based on
Content, ShopCity.com services or Software, in whole or in part except as
specifically authorized in a separate written agreement.
Subject to the Terms, ShopCity.com grants you a personal, non-transferable
and non-exclusive right and license to use the object code of its
Software; provided that you do not (and do not allow any third party
to) copy, modify, create a derivative work of, reverse engineer,
reverse assemble or otherwise attempt to discover any source code,
sell, assign, sublicense, grant a security interest in or otherwise
transfer any right in the Software, unless such activity is expressly
permitted or required by law or has been expressly authorized by ShopCity.com in writing. You agree not to use modified versions of the Software,
including (without limitation) for the purpose of obtaining
unauthorized access to ShopCity.com services. You agree not to access ShopCity.com services by any means other than through the interface that is provided
by ShopCity.com for use in accessing ShopCity.com services except as specifically
authorized in a separate written agreement.
Except as expressly authorized by ShopCity.com you agree not to use, copy,
imitiate, or incorporate any trademark, service mark, trade dress,
company name, or product name in a way that is likely to cause
confusion among consumers. You also agree not to remove, obscure, or
alter ShopCity.com's or any third party's copyright notice, trademarks, or
other proprietary rights notices affixed to or contained within or
accessed in conjunction with or through the ShopCity.com services or
ShopCity.com claims no ownership or control over any Content submitted,
posted or displayed by you on or through ShopCity.com services. You or a
third party licensor, as appropriate, retain all patent, trademark and
copyright to any Content you submit, post or display on or through
ShopCity.com services and you are responsible for protecting those rights, as
appropriate. By submitting, posting or displaying Content on or through
ShopCity.com services which are intended to be available to the members of
the public, you grant ShopCity.com a worldwide, non-exclusive, royalty-free
license to reproduce, adapt, modify, publish and distribute such
Content on ShopCity.com services for the purpose of displaying, distributing
and promoting ShopCity.com services. ShopCity.com reserves the right to syndicate
Content submitted, posted or displayed by you on or through ShopCity.com services and use that Content in connection with any service offered by ShopCity.com. ShopCity.com furthermore reserves the right to refuse to accept,
post, display or transmit any Content in its sole discretion.
You represent and warrant that you have all the rights, power and
authority necessary to grant the rights granted herein to any Content
- SOFTWARE AND AUTOMATIC UPDATES
Your use of any Software provided by ShopCity.com will be governed by the
Terms and any additional terms and conditions of the end user license
agreement accompanying such Software. ShopCity.com Software may automatically
report version number or other diagnostic information and may
automatically download upgrades to the Software to update, enhance and
further develop ShopCity.com services, including providing bug fixes,
patches, enhanced functions, missing plug-ins and new versions.
- POLICIES REGARDING COPYRIGHT AND TRADEMARKS
It is our policy to respond to notices of alleged infringement that
comply with the United States’ Digital Millennium Copyright Act or
other applicable law and to terminating the accounts of repeat
infringers. For more information, please go to http://www.shopcity.com/dmca.
Any use of ShopCity.com's trade names, trademarks, service marks, logos,
domain names, and other distinctive brand features must be in
compliance with the Terms and in compliance with ShopCity.com's then current
Brand Feature use guidelines, and any content contained or reference
therein, which may be found at the following URL: http://www.shopcity.com/permissions (or
such other URL ShopCity.com may provide from time to time).
- GENERAL PRACTICES REGARDING USE AND STORAGE
You agree that ShopCity.com has no responsibility or liability for the
deletion or failure to store any Content and other communications
maintained or transmitted by ShopCity.com services. You acknowledge that
ShopCity.com may have set no fixed upper limit on the number of transmissions
you may send or receive through ShopCity.com services or the amount of
storage space used; however, we retain the right, at our sole
discretion, to create limits at any time with or without notice.
Upon the termination of your use of ShopCity.com services, including upon
receipt of a certificate or other legal document confirming your death,
ShopCity.com will close your account and you will no longer be able to
retrieve content contained in that account.
- PERSONAL NON-COMMERCIAL USE
You agree not to reproduce, duplicate, copy, sell, trade, resell or
exploit for any commercial purposes, any portion of ShopCity.com services,
use of ShopCity.com services, or access to ShopCity.com services except as
otherwise expressly provided in the Terms or as specifically authorized
in a separate written agreement.
- MODIFICATIONS TO SERVICE
ShopCity.com reserves the right at any time and from time to time to modify
or discontinue, temporarily or permanently, ShopCity.com services (or any
part thereof) with or without notice. You agree that ShopCity.com shall not
be liable to you or to any third party for any modification, suspension
or discontinuance of ShopCity.com services.
You may discontinue your use of ShopCity.com services at any time. You agree
that ShopCity.com may at any time and for any reason, including a period of
account inactivity, terminate your access to ShopCity.com services, terminate
the Terms, or suspend or terminate your account. In the event of
termination, your account will be disabled and you may not be granted
access to ShopCity.com services, your account or any files or other content
contained in your account. Sections 10 (Termination), 13 (Indemnity),
14 (Disclaimer of Warranties), 15 (Limitations of Liability), 16
(Exclusions and Limitations) and 19 (including choice of law,
severability and statute of limitations), of the Terms, shall survive
expiration or termination.
Some ShopCity.com services are supported by advertising revenue and may
display advertisements and promotions on the service. Such
advertisements may be targeted to the content of information stored on
the ShopCity.com services, queries made through ShopCity.com services or other
information. The manner, mode and extent of advertising by ShopCity.com on
its services are subject to change. As consideration for your use of
ShopCity.com services, you agree that ShopCity.com may place such advertising and
that ShopCity.com shall not be responsible or liable for any loss or damage
of any sort incurred by you as a result of the presence of such
advertisers on ShopCity.com services or your subsequent dealings with
ShopCity.com services may provide, or third parties may provide, links to other
World Wide Web sites or resources. ShopCity.com may have no control over such
sites and resources and you acknowledge and agree that ShopCity.com is not
responsible for the availability of such external sites or resources,
and does not endorse and is not responsible or liable for any Content,
advertising, products, or other materials on or available from such
sites or resources. You further acknowledge and agree that ShopCity.com 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 Content, goods or services available on or through
any such site or resource.
You agree to hold harmless and indemnify ShopCity.com, and its subsidiaries,
affiliates, officers, agents, employees, advertisers, licensors,
suppliers or partners, (collectively "ShopCity.com and Partners") from and
against any third party claim arising from or in any way related to
your use of ShopCity.com services, violation of the Terms or any other
actions connected with use of ShopCity.com services, including any liability
or expense arising from all claims, losses, damages (actual and
consequential), suits, judgments, litigation costs and attorneys' fees,
of every kind and nature. In such a case, ShopCity.com will provide you with
written notice of such claim, suit or action.
- DISCLAIMER OF WARRANTIES
YOU EXPRESSLY UNDERSTAND AND AGREE THAT:
USE OF SHOPCITY.COM SERVICES IS AT YOUR SOLE RISK. SHOPCITY.COM SERVICES ARE
PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. TO THE MAXIMUM EXTENT
PERMITTED BY LAW, SHOPCITY.COM AND PARTNERS EXPRESSLY DISCLAIM ALL WARRANTIES
AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT
NOT LIMITED TO THE IMPLIED WARRANTIES AND CONDITIONS OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
- SHOPCITY.COM AND PARTNERS DO NOT WARRANT THAT (i) SHOPCITY.COM SERVICES WILL MEET YOUR
REQUIREMENTS, (ii) SHOPCITY.COM SERVICES WILL BE UNINTERRUPTED, TIMELY,
SECURE, OR ERROR-FREE, (iii) THE RESULTS THAT MAY BE OBTAINED FROM THE
USE OF SHOPCITY.COM SERVICES WILL BE ACCURATE OR RELIABLE, (iv) THE QUALITY
OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR
OBTAINED BY YOU THROUGH SHOPCITY.COM SERVICES WILL MEET YOUR EXPECTATIONS,
AND (V) ANY ERRORS IN THE SOFTWARE WILL BE CORRECTED.
MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF SHOPCITY.COM SERVICES IS DONE AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE
SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR OTHER
DEVICE OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH
- NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM SHOPCITY.COM OR THROUGH OR FROM SHOPCITY.COM SERVICES SHALL CREATE
ANY WARRANTY NOT EXPRESSLY STATED IN THE TERMS.
- LIMITATION OF LIABILITY
YOU EXPRESSLY UNDERSTAND AND AGREE THAT SHOPCITY.COM AND PARTNERS SHALL NOT
BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL,
CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO,
DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE
LOSSES (EVEN IF SHOPCITY.COM OR PARTNERS HAVE BEEN ADVISED OF THE POSSIBILITY
OF SUCH DAMAGES) RESULTING FROM: (i) THE USE OR THE INABILITY TO USE
SHOPCITY.COM SERVICES; (ii) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND
SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES
PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO
THROUGH OR FROM SHOPCITY.COM SERVICES; (iii) UNAUTHORIZED ACCESS TO OR
ALTERATION OF YOUR TRANSMISSIONS OR DATA; (iv) STATEMENTS OR CONDUCT OF
ANY THIRD PARTY ON SHOPCITY.COM SERVICES; OR (v) ANY OTHER MATTER RELATING TO SHOPCITY.COM SERVICES.
- EXCLUSIONS AND LIMITATIONS
NOTHING IN THIS AGREEMENT IS INTENDED TO EXCLUDE OR LIMIT ANY
CONDITION, WARRANTY, RIGHT OR LIABILITY WHICH MAY NOT BE LAWFULLY
EXCLUDED OR LIMITED. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF
CERTAIN WARRANTIES OR CONDITIONS OR THE LIMITATION OR EXCLUSION OF
LIABILITY FOR LOSS OR DAMAGE CAUSED BY NEGLIGENCE, BREACH OF CONTRACT
OR BREACH OF IMPLIED TERMS, OR INCIDENTAL OR CONSEQUENTIAL DAMAGES.
ACCORDINGLY, ONLY THE ABOVE LIMITATIONS IN SECTIONS 14 AND 15 WHICH ARE
LAWFUL IN YOUR JURISDICTION WILL APPLY TO YOU AND OUR LIABILITY WILL BE
LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.
- NO THIRD PARTY BENEFICIARIES
You agree that, except as otherwise expressly provided in the Terms,
there shall be no third party beneficiaries to the Terms.
You agree that ShopCity.com may provide you with notices, including those
regarding changes to the Terms, by email, regular mail, or postings on
- GENERAL INFORMATION
The Terms (including any policies, guidelines or amendments that may be
presented to your form time to time such as Program Policies and Legal
Notices) constitute the entire agreement between you and ShopCity.com and
govern your use of ShopCity.com services, superceding any prior agreements
between you and ShopCity.com for the use of ShopCity.com services. You also may be
subject to additional terms and conditions that may apply when you use
or purchase certain other ShopCity.com services, affiliate services,
third-party content or third-party software.
Choice of Law and Forum.
The Terms and the relationship between you and ShopCity.com shall be governed
by the laws of the Province of Ontario without regard to its conflict
of law provisions. You and ShopCity.com agree to submit to the personal and
exclusive jurisdiction of the courts located within Simcoe County, Ontario.
Waiver and Severability of Terms.
The failure of ShopCity.com to exercise or enforce any right or provision of
the Terms shall not constitute a waiver of such right or provision. If
any provision of the Terms is found by a court of competent
jurisdiction to be invalid, the parties nevertheless agree that the
court should endeavor to give effect to the parties' intentions as
reflected in the provision, and the other provisions of the Terms
remain in full force and effect.
Statute of Limitations.
You agree that regardless of any statute or law to the contrary, any
claim or cause of action arising out of or related to use of ShopCity.com services or the Terms must be filed within one (1) year after such
claim or cause of action arose or be forever barred.
The section headings in the Terms are for convenience only and have no legal or contractual effect.
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