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Privacy Policy

Last Updated - July 01, 2017

Shopalyst helps brands deliver a curated shopping experience to each shopper and guide, measure and influence shoppers in their digital path to purchase, via the Shopalyst website and domain name offered from time to time (collectively, the "Website"), the Shopalyst SDK/API (the "SDK/API"), and the Shopalyst mobile application offered from time to time, if any (the "Application" and together with the Website and the SDK/API, the "Shopalyst Service"). The Shopalyst Service is owned and operated by Shopalyst Inc., a Delaware corporation ("Shopalyst", "we" or "us").

Your use of the Shopalyst Service is subject to the terms and conditions set forth in this Privacy Policy (the "Privacy Policy").

PLEASE READ THIS PRIVACY POLICY CAREFULLY. BY ACCESSING OR USING THE SHOPALYST SERVICE, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND TO ALL THE TERMS OF THIS PRIVACY POLICY AND OUR TERMS OF SERVICE. IF YOU DO NOT AGREE TO SUCH TERMS, EXIT THIS PAGE AND DO NOT ACCESS OR USE THE SHOPALYST SERVICE.

We are committed to respect and protect the privacy of the personal information we obtain through the Shopalyst Service and we have created this Privacy Policy to inform you about how we collect, use and share personal information, and about our privacy practices in general.

We are always ready to address your questions and concerns regarding this policy and our privacy practices. If you would like to contact customer service, please contact us via tos@shopalyst.com.

We continually strive to find new ways to enhance your experience with the Shopalyst Service and we may modify this Privacy Policy from time to time to reflect changes in our privacy practices. You are encouraged to review this Privacy Policy periodically and to check the "Last Updated" date at the top of the Privacy Policy for the most recent version. If we make changes to this Privacy Policy, we will notify you here, by email, or by means of notice through the Website, the Application, or any other part of the Shopalyst Service.

1.Terms of Service. Use of the Shopalyst Service is subject to the terms of our Terms of Service found at https://www.shortlyst.com/privacy_terms.html, which is hereby incorporated and made part of this Privacy Policy. By using the Shopalyst Service, you agree to be bound by our Terms of Service.

2.Types and Uses of Collected Information. Shopalyst collects two types of information about you:
a.Personally Identifiable Information. Personally Identifiable Information is information that identifies a specific person. When you engage in certain activities via the Shopalyst Service, including but not limited to creating an account, sending feedback, or otherwise participating in the Shopalyst Service (collectively, "Identification Activities"), we may ask you to provide certain information about yourself. If you elect to engage in an Identification Activity, however, we may ask you to provide us with certain personal information about yourself, such as your name, address (including zip code), email address and/or telephone number. When you enroll in the Shopalyst Service, we may also ask you to provide us with additional information, such as credit card information. Depending on the Identification Activity, some of the information we ask you to provide may be identified as mandatory and some identified as voluntary. If you do not provide mandatory information for a particular Identification Activity, you will not be permitted to engage in that Identification Activity with the Shopalyst Service. Depending on the Identification Activity, we may not re-ask you for Personally Identifiable Information if such are already stored with us.
We may receive information about you from our partner sites where you use the Shopalyst Service, or third parties. For example, if you access the Shopalyst Service through a third-party connection or log-in, for example, through Facebook Connect, by "following," "liking," adding the Company application, linking your account to the Shopalyst Service, etc., that third party may pass certain information about your use of its service to Company. This information could include, but is not limited to, the user ID associated with your account (for example, your Facebook UID), an access token necessary to access that service, any information that you have permitted the third party to share with us, and any information you have made public in connection with that service. If you allow us access to your friends list, your friends user IDs, and your connection to those friends, may be used and stored to make your experience more social, and to allow you to invite your friends to use the Shopalyst Service as well as provide you with updates if and when your friends join, if applicable. We encourage you to review and adjust your privacy settings on third-party websites and services before linking or connecting them to the Shopalyst Service. You may also unlink your third-party account from the Shopalyst Service by adjusting your settings on the applicable third-party service. If you unlink your third-party account, we will remove the information collected about you in connection with that service.
We may use Personally Identifiable Information to provide products and/or services to you, administer sweepstakes and contests, enhance the operation of the Shopalyst Service, improve our marketing and promotional efforts, analyze use of the Shopalyst Service, improve the Shopalyst Service, and tailor your experience with third parties as provided below in this Privacy Policy. We may also use Personally Identifiable Information to troubleshoot, resolve disputes, accomplish administrative tasks, contact you, enforce our agreements with you, including our Terms of Service and this Privacy Policy, comply with applicable law, and cooperate with law enforcement activities.
b.Non-Personally Identifiable Information. Non-Personally Identifiable Information is information that does not identify a specific person. This type of information may include things like the Uniform Resource Locator ("URL") of the website you visited before coming to the Shopalyst Service or otherwise participating in the Shopalyst Service, the URL of the website you visit after leaving the Shopalyst Service, the type of browser you are using, your Internet Protocol ("IP") address, mobile carrier information, mobile device information, or general and/or aggregated location data that does constitute Personally Identifiable Information. We, and/or our authorized Third Party Service Providers, may automatically collect this information when you visit or use the Shopalyst Service through the use of electronic tools like Cookies and Web beacons or Pixel tags, as described below in this Privacy Policy. Most of the other information we collect for mobile, such as your mobile device identification and mobile device type, the request type, your mobile carrier, your mobile carrier user identification, and the content of your request, does not by itself identify you to us, though it may be unique or consist of or contain information that you consider personal.
We use Non-Personally Identifiable Information to troubleshoot, administer the Shopalyst Service, analyze trends, gather demographic information, comply with applicable law, and cooperate with law enforcement activities. We may also share this information with our authorized Third Party Service Providers to measure the overall effectiveness of our products and services.

3.Release of Personally Identifiable Information. We will not sell or share your Personally Identifiable Information with other parties except as provided below:
a.Authorized Third Party Service Providers. We may provide products and services through third parties. These "Third Party Service Providers" perform functions on our or your behalf. You or We may share your Personally Identifiable Information with such Third Party Service Providers to fulfill orders, move data in or out of the Shopalyst Service, analyze data, operate the Shopalyst Service, troubleshoot and provide customer service. We may also provide personal information to individuals and companies with whom we have business relationships and may share your information with Third Party Service Providers to accomplish our administrative tasks. However, the use of your Personally Identifiable Information by such parties is governed by the privacy policies of such parties and is not subject to our control.
b. Remarketing is a way for us to connect with people, based upon your past interactions with the Shopalyst Service. Third-party marketing vendors may be hired by Shopalyst to perform remarketing services. As a result, third-party vendors, including Google, may show Shopalyst ads on sites on the Internet. Third-party vendors may use cookies to serve ads based on a user's prior visits to the Shopalyst Service. Users may opt out of Google's use of cookies by visiting the Google advertising opt-out page at http://www.google.com/privacy_ads.html.
c.Acquisition. As with any other company, we could merge with, or be acquired by another company. If this occurs, the successor company would acquire the information we maintain, including Personally Identifiable Information. However, Personally Identifiable Information would remain subject to this Privacy Policy.
d.As required by law. We reserve the right to disclose your Personally Identifiable Information as required by law and when we believe that disclosure is necessary to protect our rights and/or comply with a judicial proceeding, court order, or legal process served on us, enforce or apply this Privacy Policy, Terms of Service or other agreements or protect the rights, property or safety of the Shopalyst Service, users of the Shopalyst Service or others.

4.Release of Non-Personally Identifiable Information. We may disclose or share Non-Personally Identifiable Information with Third Party Service Providers and the general public. For example, we may share aggregated demographic information (which does not include any Personally Identifiable Information) or use Third Party Service Providers to track and analyze Non-Personally Identifiable usage and volume statistical information from our users to administer the Shopalyst Service. We may also publish this aggregated information for promotional purposes. Such data is collected on our behalf, and is owned and used by us.
We may use Third Party Service Providers to serve ads when you participate in the Shopalyst Service. These companies may use Non-Personally Identifiable Information about your visits and use of the Shopalyst Service, and visits to other websites or locations in order to provide, through the use of network tags, advertisements about goods and services that may be of interest to you.

5.Updating Information. If you are enrolled in the Shopalyst Service, you may change any of your Personally Identifiable Information by logging into your account and accessing the "User Profile Page" section of http://www.shortlyst.com/. We encourage you to promptly update your Personally Identifiable Information if it changes, as out-of-date Personally Identifiable Information may negatively affect the quality of your Shopalyst Service experience.

6.Choices on Collection/Use of Information. You can always choose not to provide certain information, although a certain level of information is required to engage and participate in the Shopalyst Service. You cannot opt-out of Administrative Emails. "Administrative Emails" relate to your activity on the Shopalyst Service, and include but are not limited to emails regarding your account, requests or inquiries, and purchases of products and services. If you do not want to receive promotional emails from us, you may elect to opt-out of receiving promotional emails at any time after registering by e-mailing us at tos@shopalyst.com or by hitting the "unsubscribe" button at the bottom of any of our e-mails.

7.Security of Information. We offer you multi-factor verification when you access your Personally Identifiable Information, you can access your Personally Identifiable Information via the Shopalyst Service with your password and username. This password is encrypted. We advise against sharing your password with anyone. If you access your account via a third-party site or service, you may have additional or different sign-in protections via that third-party site or service. You need to prevent unauthorized access to your account and Personal Information by selecting and protecting your password and/or other sign-in mechanism appropriately and limiting access to your computer, browser, or mobile device by signing off after you have finished accessing your account. Unauthorized entry or use, hardware or software failure, and other factors, may compromise the security of user information at any time. In the event that we believe that the security of your information may have been compromised, we may seek to notify you of that development. In addition, your Personally Identifiable Information resides on a secure server that only selected personnel and contractors have access to. We may encrypt certain sensitive information using Secure Socket Layer (SSL) technology to ensure that your Personally Identifiable Information is safe as it is transmitted to us. However, no data transmission can be guaranteed to be 100% secure. As a result, while we employ commercially reasonable security measures to protect data and seek to partner with companies that do the same, we cannot guarantee the security of any information transmitted to or from or via the Shopalyst Service, and we are not responsible for the actions of any third parties that may receive any such information. In the event that any information under our control is compromised as a result of a breach of security, we will take reasonable steps to investigate the situation and where appropriate, notify users whose information may have been compromised and take other steps, in accordance with any applicable laws and regulations.
We restrict access to Personally Identifiable Information to our employees, contractors and agents who need to know that information in order to process it for us, and who are subject to strict contractual confidentiality obligations and may be disciplined or terminated if they fail to meet these obligations.

8.Data Tracking
a. To facilitate and customize your experience with the Shopalyst Service, we may store cookies on your computer or other similar device through which you access the Shopalyst Service. A cookie is a small text file that is stored on your computer or other device for record-keeping purposes that contains information about you. We use cookies to save you time while using the Shopalyst Service, remind us who you are, and track and target your interests in order to provide a customized experience. Cookies also allow us to collect Non-Personally Identifiable Information from you, like which pages you visited, what links you clicked on, and how you used the Shopalyst Service. We may use Third Party Service Providers to display advertisements on the Shopalyst Service. As part of their service, they may place separate cookies on your computer or similar device. We have no access to or control over these cookies. This Privacy Policy covers the use of cookies by the Shopalyst Service only and does not cover the use of cookies by any Third Party Service Provider. Most browsers automatically accept cookies, however you may be able to modify your browser settings to decline cookies. Please note that if you decline or delete these cookies, some parts of the Shopalyst Service may not work properly.
b. Tracking Devices. We may use other industry standard technologies like pixel tags and web beacons to track your use of the Shopalyst Service, or we may allow our Third Party Service Providers to use these devices on our behalf. When you access the Shopalyst Service or open or click an email, pixel tags and web beacons generate a Non-Personally Identifiable notice of that action. Pixel tags allow us to measure and improve our understanding of visitor traffic and behavior on the Shopalyst Service, as well as give us a way to measure our promotions and performance. We may also utilize pixel tags and web beacons provided by our marketing partners for the same purposes.

9.Privacy Policies of Third Party Websites. This Privacy Policy only addresses the use and disclosure of information we collect from you via the Shopalyst Service. Other websites or services that may be accessible through the Shopalyst Service may have their own privacy policies and data collection, use and disclosure practices. If you use, link or visit any such website, we urge you review the website's privacy policy. We are not responsible for the policies or practices of third parties.

10.Notice of Privacy Rights to California Residents. California law requires that we provide you with a summary of your privacy rights under the California Online Privacy Protection Act ("COPPA") and the California Business and Professions Code. As required by COPPA, we will provide you with the categories of Personally Identifiable Information that we collect through the Shopalyst Service and the categories of third party persons or entities with whom such Personally Identifiable Information may be shared for direct marketing purposes at your request. California law requires us to inform you, at your request, (1) the categories of Personally Identifiable Information we collect and what third parties we share that information with; (2) the names and addresses of those third parties; and (3) examples of the products marketed by those companies. COPPA further requires us to allow you to control who you do not want us to share that information with. To obtain this information, please send a request by email or physical mail to the address found below. When contacting us, please indicate your name, address, email address, and what Personally Identifiable Information you do not want us to share with our marketing partners. The request should be sent to the attention of our legal department, and labeled "California Customer Choice Notice." Please allow 30 days for a response. Also, please note that there is no charge for controlling the sharing of your Personally Identifiable Information or requesting this notice.

11.Children. The Shopalyst Service are not directed to people under the age of 13. If you become aware that your child has provided us with personal information without your consent, please contact us at tos@shopalyst.com. If we become aware that a child under 13 has provided us with personal information, we take steps to remove such information and terminate the child's account.

12.Customer Service. For assistance or questions regarding this Privacy Policy or the Shopalyst Service, you may contact us at tos@shopalyst.com.

Terms of Use

Last Updated - July 01, 2017

Shopalyst helps brands deliver a curated shopping experience to each shopper and guide, measure and influence shoppers in their digital path to purchase, via the Shopalyst website and domain name offered from time to time (collectively, the "Website"), the Shopalyst SDK/API (the "SDK/API"), and the Shopalyst mobile application offered from time to time, if any (the "Application" and together with the Website and the SDK/API, the "Shopalyst Service"). The Shopalyst Service is owned and operated by Shopalyst Inc., a Delaware corporation ("Shopalyst", "we" or "us").

Your use of the Shopalyst Service is subject to the terms and conditions set forth in these Terms of Service (the "Terms of Service"). If you violate our Terms of Service, we may revoke the Shopalyst Service to you without notice.

PLEASE READ THE TERMS OF SERVICE CAREFULLY. BY ACCESSING OR USING ANY PART OF THE SHOPALYST SERVICE, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTAND AND AGREE TO BE BOUND TO ALL THE TERMS OF THE TERMS OF SERVICE. IF YOU DO NOT AGREE TO THESE TERMS OF SERVICE, EXIT THIS PAGE AND DO NOT ACCESS OR USE THE SHOPALYST SERVICE. USE OF THE SHOPALYST SERVICE IS EXPRESSLY CONDITIONED UPON YOUR ACCEPTANCE OF THE TERMS OF SERVICE.

IF, PRIOR TO DOWNLOADING, INSTALLING, ACTIVATING OR USING THE SDK/API, YOU DECIDE YOU ARE UNWILLING TO AGREE TO THE TERMS OF SERVICE, YOU HAVE NO RIGHT TO USE THE SDK/API. IN THIS CASE, DO NOT ATTEMPT TO DOWNLOAD THE SDK/API BY ANY MEANS AND IF YOU HAVE ALREADY DONE SO, PROMPTLY DELETE THE SDK/API.

1.Updates to Terms of Service; Integration. We may, in our sole discretion, modify the Terms of Service via email or by posting notice on any part of the Shopalyst Service. The "Last Updated" date at the top the Terms of Service indicates when the latest modifications were made to the Terms of Service. By continuing to access and use the Shopalyst Service, you agree to any such modifications. Therefore, you are responsible for reviewing and should become familiar with any such modifications. We recommend that you review the Terms of Service prior to each use of the Shopalyst Service. In addition, when using particular services or features on the Shopalyst Service, you will be subject to any posted guidelines or policies applicable to such services or features that may be posted from time to time, including but not limited to the Privacy Policy as noted below. All such guidelines or policies are hereby incorporated by reference into these Terms of Service.

2.Privacy Policy. Use of the Shopalyst Service is subject to the terms of our Privacy Policy found at https://www.shortlyst.com/privacy_terms.html, which is hereby incorporated into and made part of these Terms of Service. Please carefully review our Privacy Policy. By using or accessing the Shopalyst Service, you agree to be bound by the terms of our Privacy Policy.

3.Intellectual Property; SDK/API Matters. You acknowledge that all materials on the Shopalyst Service, including the Website design, SDK/API, Application design, graphics, text, sounds, pictures, and other files and the selection and arrangement thereof (collectively, "Materials"), are the property of Shopalyst and/or its licensors, and are subject to and protected by United States and international copyright and other intellectual property laws and rights. All rights to Materials not expressly granted in these Terms of Service are reserved to their respective copyright owners. Shopalyst authorizes you to view, download and/or print the Materials only for personal, non-commercial use, provided that you keep intact all copyright and other proprietary notices contained in the original Materials. Except as expressly authorized by the Terms of Service, you may not copy, reproduce, distribute, republish, download, perform, display, post, transmit, scrape, copy, exploit, create derivative works or otherwise use any of the Materials in any form or by any means, without the prior written authorization of Shopalyst or the respective copyright owner. In an absence of a written agreement, you may not modify or adapt the Materials in any way or otherwise use them for any public or commercial purposes. The trademarks, service marks, trade names, trade dress and logos (collectively, "Marks") contained or described at the Shopalyst Service are the sole property of Shopalyst and/or its licensors and may not be copied, altered or otherwise used, in whole or in part, without the prior written authorization of Shopalyst and/or its licensors. Shopalyst reserves the right to enforce its intellectual property rights to the fullest extent of the law.
In accordance with the terms herein, Shopalyst grants and you accept Licensee a limited, non-exclusive, non-transferable, non-sublicensable license to install and use the SDK/API to be used solely in the manner described in the documentation contained in the SDK/API, if any. You may not copy the SDK/API or any portion thereof except as expressly permitted herein. For the purposes of this provision "copy" shall not include copying of statements and instructions of the SDK/API or any portion thereof that naturally occurs during normal program execution when used in accordance with and for the purposes described in the documentation or in the course of making unmodified copies of the SDK/API or documentation as part of the regular back-up of the SDK/API in accordance with standard industry business practices. Notwithstanding the foregoing, if Shopalyst has terminated any license granted to you for the SDK/API or you violate any of these Terms of Service, no right to use the SDK/API is granted hereunder.
You and your customers will only use the SDK/API in accordance with these Terms of Service, all applicable laws and regulations, and the documentation provided by Shopalyst, if any, as part of and for use in conjunction with the SDK/API, and any products, services or content available through your applications, sites, other platforms, and their intended uses shall comply with all applicable laws and regulations. You will not incorporate the SDK/API into any other SDK or API without the prior written consent of Shopalyst.
You will not use the SDK/API to develop any applications or make any products, services or content available through your platform, which are intended to be used to commit or would be used predominantly to commit any crime or other illegal or tortious acts, and without limiting the foregoing, any of your products, services or content available will not contain or link to any content, or perform any function, that is illegal (e.g. against any criminal, civil or statutory law or regulation), including, without limitation, any libel or defamation, obscenity, breach of privacy, infringement or misappropriation of any intellectual property rights and/or other proprietary rights of any party (including, without limitation, unlawfully circumventing any digital rights management protections), nor contain any virus, Trojan horse, worm, backdoor, shutdown mechanism, malicious code, sniffer, bot, drop dead mechanism, or spyware.
You may provide Shopalyst with feedback on the Shopalyst Service, including, without limitation, feedback on bugs and faults within or relating to the Shopalyst Service, or suggestions for improvements or other changes to all or any portion of the Shopalyst Service. You hereby agree that Shopalyst shall own all feedback, ideas, concepts and changes to any portion of the Shopalyst Service developed or identified in the course of or as a result of your use of the Shopalyst Service and all associated intellectual property rights.
For the avoidance of doubt, your use of the Shopalyst Service is solely and exclusively under the limited license granted herein and you will not obtain any ownership interest therein through the Terms of Service or otherwise. All trademarks, service marks, trade names, domain names, slogans, logos, and other indicia of origin that appear on or in connection with any aspect of the Shopalyst Service are either the property of Shopalyst, its affiliates or licensors. Shopalyst retains the right to rescind and terminate the limited license granted hereunder at any point, for any reason. All rights not expressly granted herein by Shopalyst to you are fully reserved by Shopalyst, its advertisers and licensors.
You shall include any phrase or identification of the Shopalyst Service (including any link) as set forth in the documentation to the SDK/API.
Some of the company and product names, logos, brands, and other trademarks featured or referred to within the Shopalyst Service may not be owned by us, and are the property of their respective trademark holders. These trademark holders are not affiliated with, nor do they sponsor or endorse, Shopalyst Inc., the Shopalyst Service, our products and services, the Website, the SDK/API, and/or the Application.

4.Third Party Sites; Services. Links provided via the Shopalyst Service to third party websites and services are provided only as a convenience. If you use these links, you may leave the Shopalyst Service. Shopalyst does not control nor endorse any such third-party websites. You agree that the Shopalyst Parties, as defined below, will not be responsible or liable for any content, goods or services provided by such third-party websites or for your use or inability to use such third-party websites. You will use such links at your own risk. Your interactions with organizations and/or individuals found on or through the Shopalyst Service, including payment and delivery of goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and such organizations and/or individuals. Furthermore, when you use the Shopalyst Service to make or accept payments to retailers or other third parties, you agree that Shopalyst is not is not liable or otherwise responsible for any breaches of security or privacy of cardholder data while retailers or its designee(s) possess or otherwise store, process, or transmit within their data environment. You are advised that other websites on the Internet, including third party websites linked from the Shopalyst Service, might contain material or information: that some people may find offensive or inappropriate; that is inaccurate, untrue, misleading or deceptive; or that is defamatory, libelous, infringing of others' rights or otherwise unlawful. Shopalyst expressly disclaims any responsibility for the content, legality, decency or accuracy of any information, and for any products and services, that appear on any third-party website.

5.Use of the Shopalyst Service. You may be required to establish an account in order to use the Shopalyst Service and/or take advantage of certain features. If so, you agree to: (a) provide true, accurate, current and complete information about yourself as prompted by the Shopalyst Service; and (b) as permitted, maintain and promptly update such information. If you provide any information that is false, inaccurate or outdated, or Shopalyst has reasonable grounds to suspect that such information is false, inaccurate or outdated, Shopalyst has the right to suspend or terminate your account and prohibit any and all current or future use of the Shopalyst Service by you.
You are responsible for maintaining the confidentiality of the password and account, and are fully responsible for all activities that occur under your account. Your account is meant to be private and you shall not share accounts for any reason. You agree to immediately notify us of any unauthorized use of your password or account or any other breach of security. You agree to be responsible for all charges resulting from the use of your account via the Shopalyst Service, including charges resulting from unauthorized use of your account.
You agree to use the Shopalyst Service only for lawful purposes and that you are responsible for your use of and communications and content you may post via the Shopalyst Service. You agree not to post or transmit any unlawful, infringing, threatening, harassing, defamatory, vulgar, obscene, profane, indecent, offensive, hateful or otherwise objectionable material of any kind, including any material that encourages criminal conduct or conduct that would give rise to civil liability, infringes upon others' intellectual property rights, impersonates any individual or entity, or otherwise violates any applicable law. You agree not to use the Shopalyst Service in any manner that interferes with its normal operation or with any other user's use of the Shopalyst Service.
You may not do any of the following while accessing or using the Shopalyst Service: (i) access, tamper with, or use non-public areas of the Shopalyst Service, our computer systems, or the technical delivery systems of our providers; (ii) probe, scan, or test the vulnerability of any system or network or breach or circumvent any security or authentication measures; (iii) access or search or attempt to access or search the Shopalyst Service by any means other than through our currently available, published interfaces that are provided by us, unless you have been specifically allowed to do so in a separate agreement with us; (iv) forge any TCP/IP packet header or any part of the header information in any email or posting, or in any way use the Shopalyst Service to send altered, deceptive or false source-identifying information; or (v) interfere with, or disrupt, the access of any user, host or network, including, without limitation, sending a virus, overloading, flooding, spamming, mail-bombing the Shopalyst Service, or otherwise creating an undue burden on the Shopalyst Service.
You may not use manual or automated software, devices, or other processes to "crawl," "scrape," or "spider" any page of the Shopalyst Service. You will not decompile, reverse engineer, or otherwise attempt to obtain the source code of any part of the Shopalyst Service.
You further agree that you will not access the Shopalyst Service by any means except through the interface provided by Shopalyst for access to the Shopalyst Service. Creating or maintaining any link from another application to any page at the Shopalyst Service without the prior authorization of Shopalyst is prohibited. Running or displaying the Shopalyst Service, or any information or material displayed via the Shopalyst Service in frames or through similar means on another website or application without the prior authorization of Shopalyst is prohibited. Any permitted links to the Shopalyst Service must comply with all applicable laws, rule and regulations.
Shopalyst makes no representation that Materials contained, described or offered via the Shopalyst Service are accurate, appropriate or available for use in jurisdictions outside the United States, or that these Terms of Service comply with the laws of any other country. Visitors who use the Shopalyst Service and reside outside the United States do so on their own initiative and are responsible for compliance with all applicable law. You agree that you will not access the Shopalyst Service from any territory where its contents are illegal, and that you, and not the Shopalyst Parties, are responsible for compliance with applicable law.

6.Content. All Content is the sole responsibility of the person who originated such content. You acknowledge that all Content transmitted or accessed by you using the Shopalyst Service, is at your own risk and you will be solely responsible and liable for any damage or loss to you or any other party resulting therefrom. You remain solely responsible for all Content that you transmit in connection with the Shopalyst Service, and you warrant that you possess all rights necessary to provide such Content. We reserve the right to remove any objectionable Content in our sole discretion. You understand that by providing Content publicly in connection with the Shopalyst Service, you hereby grant us a non-exclusive, worldwide, royalty free, perpetual, irrevocable, sublicenseable and transferable right to fully exploit such Content (including all related intellectual property rights) in connection with our business.
For purposes of these Terms of Service, the term "Content" includes, without limitation, any information, text, reviews, videos, audio clips, comments, information, data, photographs, software, scripts, graphics, and interactive features generated, provided, or otherwise made accessible through the Shopalyst Service.

7.Termination. You may terminate your use of the Shopalyst Service at any time. You agree that Shopalyst may terminate or suspend your access to all or part of the Shopalyst Service, with or without notice, in our reasonable discretion. Shopalyst reserves the right to modify or discontinue the Shopalyst Service (or any part thereof) with or without notice. Following the termination or cancellation of your subscription to the Shopalyst Service and/or your account, we reserve the right to delete all your data in the normal course of operation.

8.Representations. You expressly represent, warrant, and/or acknowledge that:
a.Shopalyst does not warrant or guarantee the suitability or availability of any Material or Content, including without limitation any data, products or services, found through the Shopalyst Service.
b. Shopalyst does not screen the authenticity or quality of any Material or Content or any provider of Material or Content, including without limitation any data, products or services found through the Shopalyst Service.
c. Shopalyst makes no representations or promises regarding any Material or Content, and that many of the Material or Content provided via the Shopalyst Service may be owned or licensed by third parties.
d. Shopalyst is not a party to any transaction between you and any provider of products or services via the Shopalyst Service or with any customers or purchasers. Any dispute shall be resolved between yourself and the provider of such products or services or the purchaser or customer of such products and services.
e. Any information, including any data, Materials, or Content on the Shopalyst Service, including on any Facebook, Instagram, or Twitter page, are for informational purposes only.
f. You assume all risk when using the Shopalyst Service, including all of the risks associated with any online or offline interactions with other users, customers, providers of products and services, and from additional fees or charges from your mobile carrier.
g. You are of legal age to form a binding contract or have your parent's permission to do so, and you are at least 13 years or age or you have the authority of such legal entity to form a binding contract; all registration information you submit is accurate and truthful; you will maintain the accuracy of such information; and you are legally permitted to use and access the Shopalyst Service and take full responsibility for the selection and use of and access to the Shopalyst Service.

9.Warranties, Disclaimers and Limitations of Liability. YOU EXPRESSLY UNDERSTAND AND AGREE THAT:
YOUR USE OF THE SHOPALYST SERVICE IS AT YOUR SOLE RISK. THE SHOPALYST SERVICE AND THE ASSOCIATED MATERIALS AND CONTENT ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THESE TERMS OF SERVICE, SHOPALYST, ITS PARENT, SUBSIDIARY AND OTHER AFFILIATED COMPANIES, AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS AND OTHER REPRESENTATIVES (COLLECTIVELY, THE "SHOPALYST PARTIES"), EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, THE SHOPALYST PARTIES MAKE NO WARRANTY THAT: (I) THE SHOPALYST SERVICE WILL MEET YOUR REQUIREMENTS; (II) THE SHOPALYST SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; (III) INFORMATION THAT MAY BE OBTAINED VIA THE SHOPALYST SERVICE WILL BE ACCURATE OR RELIABLE; (IV) THE QUALITY OF ANY AND ALL PRODUCTS, SERVICES, INFORMATION OR OTHER MATERIAL, INCLUDING ALL MERCHANDISE, GOODS AND SERVICES, OBTAINED OR PURCHASED BY YOU DIRECTLY OR INDIRECTLY THROUGH THE SHOPALYST SERVICE WILL MEET YOUR EXPECTATIONS OR NEEDS; AND (V) ANY ERRORS IN THE SHOPALYST SERVICE WILL BE CORRECTED.
THE SHOPALYST PARTIES SHALL NOT UNDER ANY CIRCUMSTANCES BE LIABLE FOR ANY DAMAGES OF ANY KIND ARISING OUT OF, IN CONNECTION WITH OR RELATING TO THE USE OF OR INABILITY TO USE THE SHOPALYST SERVICE, INCLUDING ANY LIABILITY: (I) AS A PUBLISHER OF INFORMATION; (II) FOR ANY INCORRECT OR INACCURATE INFORMATION OR ANY 'BUG' OF THE SHOPALYST SERVICE; (III) FOR ANY UNAUTHORIZED ACCESS TO OR DISCLOSURE OF YOUR TRANSMISSIONS OR DATA; (IV) FOR STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON OR VIA THE SHOPALYST SERVICE; (V) FOR ANY DISPUTES BETWEEN USERS OF THE SHOPALYST SERVICE OR BETWEEN A USER OF THE SHOPALYST SERVICE AND A THIRD PARTY; OR (VI) FOR ANY OTHER MATTER RELATING TO THE SHOPALYST SERVICE OR ANY THIRD PARTY. THIS IS A COMPREHENSIVE LIMITATION OF LIABILITY THAT APPLIES TO ALL DAMAGES OF ANY KIND, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, WHETHER BASED ON BREACH OF CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE, EVEN IF AN INDIVIDUAL ADVISES THE SHOPALYST PARTIES OF THE POSSIBILITY OF SUCH DAMAGES. THE LIMITATIONS OF LIABILITY SET FORTH HEREIN ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN SHOPALYST AND YOU. THE PRODUCTS, INFORMATION AND SERVICES OFFERED ON AND THROUGH THE SHOPALYST SERVICE WOULD NOT BE PROVIDED TO YOU WITHOUT SUCH LIMITATIONS.
NOTWITHSTANDING THE FOREGOING, THE SOLE AND ENTIRE MAXIMUM LIABILITY OF THE SHOPALYST PARTIES FOR ANY REASON, AND YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY CAUSE OR CLAIM WHATSOEVER, SHALL BE LIMITED TO THE LESSOR OF: (A) CHARGES PAID BY YOU DIRECTLY TO SHOPALYST VIA THE SHOPALYST SERVICE FOR SERVICES PROVIDED SOLELY AND DIRECTLY BY SHOPALYST TO YOU IN THE SIX MONTHS PRIOR TO SUCH CAUSE OR CLAIM AND (B) ONE HUNDRED DOLLARS.
SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR CERTAIN TYPES OF DAMAGES. ACCORDINGLY, SOME OF THE ABOVE DISCLAIMERS AND LIMITATIONS MAY NOT APPLY TO YOU.
If you are a California resident, you shall and hereby do waive California Civil Code Section 1542, which says: "A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which, if known by him must have materially affected his settlement with the debtor."

10.Indemnification. You agree to indemnify, defend and hold harmless the Shopalyst Parties against all claims, demands, causes of action, losses, expenses, damages and costs (including any reasonable attorneys' fees), resulting or arising from or relating to your use of the Shopalyst Service, any activity related to your account by you or any other person permitted by you, any Content that you submit to, post on or transmit through the Shopalyst Service, your breach of these Terms of Service, your infringement or violation of any rights of another, or termination of your access to the Shopalyst Service. We reserve the right to assume, at our sole expense, the exclusive defense and control of any such claim or action and all negotiations for settlement or compromise, and you agree to fully cooperate with us in the defense of any such claim, action, settlement or compromise negotiations, as requested by us.
To the maximum extent permitted by applicable law, you hereby release and waive all claims against Shopalyst, and its employees, officers, agents, or other partners from any and all liability for claims, damages (actual and/or consequential), costs and expenses (including litigation costs and attorneys' fees) of every kind and nature, arising from or in any way related to your use of the Shopalyst Service. In addition, you expressly waive and relinquish any and all rights and benefits which you may have under any other state or federal statute or common law principle of similar effect, to the fullest extent permitted by law.

11.Applicable Law and Jurisdiction. Your use of the Shopalyst Service is governed by and will be enforced under the laws of the State of Delaware without regard to its conflict of law provisions. You agree to submit to the personal and exclusive jurisdiction of the courts located within San Francisco, California. You agree that printed copies of any and all agreements and/or notices in electronic form are admissible in any legal or regulatory proceedings. Any controversy, claim, suit, injury or damage arising from or in any way related to the Shopalyst Service or these Terms of Service shall be settled by binding arbitration in accordance with the commercial arbitration rules of the American Arbitration Association then in effect and before a single arbitrator chosen by Shopalyst. Any such controversy, claim, suit, injury or damage shall be arbitrated on an individual basis, and shall not be consolidated in any arbitration with any controversy, claim, suit, injury or damage of any other party. Shopalyst may seek any interim or preliminary relief from a court of competent jurisdiction in San Francisco, California necessary to protect its rights pending the completion of arbitration. Each party shall assume its own costs of arbitration. IN ANY CLAIM, ACTION OR PROCEEDING TO ENFORCE ANY RIGHT OR OBLIGATION OF THE PARTIES UNDER THE TERMS OF SERVICE INCLUDING, WITHOUT LIMITATION, RELATING TO YOUR USE OF THE SHOPALYST SERVICE, YOU HEREBY WAIVE ANY RIGHT YOU MAY NOW HAVE OR HEREAFTER POSSESS TO A TRIAL BY JURY.

12.Procedure for Notifying the Company of Copyright Infringement. Those who believe that their copyrighted work has been infringed or are aware of other infringing material, should contact our Copyright Agent at the address listed below and provide us with the following information:
a.An electronic or physical signature of a person authorized to act on behalf of the owner of the copyrighted work that has allegedly been infringed.
b.Identification of the copyrighted work claimed to have been infringed.
c.Information describing where the allegedly infringing material is located on the Shopalyst Service.
d. address, telephone number, and email address.
e. written statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law.
f. statement by you that the above information in your notification is accurate and that, under penalty of perjury, you are the copyright owner or authorized to act on the copyright owner's behalf.
The foregoing information may be emailed to copyright@shopalyst.com or mailed to our Copyright Agent at the following address:
Copyright Agent -Shopalyst Inc.
Following receipt of the information listed above, we will remove or disable access to the infringing material and take reasonable steps to notify the user responsible for posting said material. The posting of infringing copyrighted material may result in the termination of user privileges of such user.

13.U.S. Export Controls. The Shopalyst Service may be subject to United States export controls. No part of the Shopalyst Service may be exported or re-exported into any country to which the U.S. has embargoed goods or to anyone on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Commerce Department's Table of Deny Orders. By using the Shopalyst Service, you represent and warrant that you are not located in, under the control of, or a national or resident of any such country or on any such list.

14.Miscellaneous. These Terms of Service constitute the entire agreement between Shopalyst and each user of the Shopalyst Service with respect to the subject matter of these Terms of Service.
If any provision of these Terms of Service shall be deemed unlawful, void or for any reason unenforceable by a court of competent jurisdiction, the validity and enforceability of any remaining provisions will not be affected.
The failure of the Shopalyst Parties to insist upon strict adherence to any term of these Terms of Service shall not constitute a waiver of such term and shall not be considered a waiver or limit that party's right thereafter to insist upon strict adherence to that term or any other term contained in these Terms of Service. You may not assign your obligations or rights hereunder to another entity or individual. We may transfer, assign or delegate these Terms of Service and its rights and obligations without your consent.
We shall have no liability to you hereunder if we are prevented from or delayed in performing our obligations, or from carrying on our business, by acts, events, omissions or accidents beyond our reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving the workforce of us or any other party), failure of a utility service or transport or telecommunications network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood or storm.
No agency, partnership, joint venture, or employment is created as a result of these Terms of Service and you do not have any authority of any kind to bind us in any respect whatsoever.
No action arising out of these Terms of Service or your use of the Shopalyst Service, regardless of form or the basis of the claim, may be brought by you more than one (1) year after the cause of action has arisen (or if multiple causes, from the date the first such cause arose).

15. Customer Service. If you have any comments or questions regarding these Terms of Service, or wish to report any violation of these Terms of Service, you may contact us at tos@shopalyst.com.