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Terms

Thank you for using Shopavize!

These Terms of Service ("Terms") govern your access to and use of the Shopavize website, apps, APIs, and widgets (“Shopavize” or the “Service”). Please read these Terms carefully, and contact us if you have any questions. By accessing or using Shopavize, you agree to be bound by these Terms, our Privacy Policy, our Cookies Policy and our Community Guidelines.  These can all be found in our Policy and Safety Center.

1. Our service

Shopavize helps you discover and do what you love. To do that, we show you things we think will be relevant, interesting and personal to you based on your onsite activity and overall user profile. To provide our Service, we need to be able to identify you and what you like. Some of the things we show you may be sponsored by our brand partners. As part of our service we try to ensure that even sponsored content is relevant and interesting to you. You can identify sponsored content because it is clearly labelled.

2. Using Shopavize

a. Who can use Shopavize

You may use Shopavize only if you can legally form a binding contract with Shopavize, and only in compliance with these Terms and all applicable laws. When you create your Shopavize account and subsequent profile, you must provide us with accurate and complete information. You can’t use Shopavize if it would be prohibited by U.S. sanctions. Any use or access by anyone under the age of 13 is not allowed at any time. If you are over the age of 13 but under the age of 18, your use of our App is subject to parental consent requirements. We may refuse to offer our services to anyone and we may also change our eligibility requirements at any time, at our sole discretion.

 If you’re based in the EEA, you may only use Shopavize if you are over the age at which you can provide consent to data processing under the laws of your country or if verifiable parental consent for your use of Shopavize has been provided to us. Using Shopavize may include downloading software to your computer, phone, tablet, or other device. You agree that we may automatically update that software, and these Terms will apply to any updates.

b. Account registration

You will be required to register for an account (either on our App or through a third party site such as Facebook, Spotify, Google, etc.) to use certain features of the App or sign up for the Services. Your account username may not include the name of another person with the intent to impersonate that person, or be offensive, vulgar or obscene.

Your account username and password are personal to you. You will be responsible for the confidentiality and use of your username and password, and for all activities (including commercial transactions) that are conducted through your account. You may not transfer or sell access to your account. We will not be liable for any harm related to disclosure of your username or password or use by anyone else of your username or password. You may not use another user's account without that user's permission. You will immediately notify us in writing if you discover any unauthorized use of your account or other account-related security breach. We may require you to change your username and/or password if we believe your account is no longer secure or if we receive a complaint that your username violates someone else's rights. You will have no ownership of your account or your username. We may refuse registration, cancel an account or deny access to the App for any reason. Your account will be visible to other users, unless you elect to opt-out. You may delete your account by visiting our Help Center.

c. Our license to you

Subject to these Terms and our policies (including our Community Guidelines), we grant you a limited, non-exclusive, non-transferable, and revocable license to use our Service.

d. Commercial use of Shopavize

If you want to use Shopavize for commercial purposes you must create a brand channel account through one of our existing partners and agree to our Brand Partner Terms of Service. If you do open an account for a company, organization, or other entity, then "you" includes you and that entity, and you are certifying  that you are authorized to grant all permissions and licenses provided in these Terms and bind the entity to these Terms, and that you agree to these Terms on the entity's behalf.

3. Your content

a. Posting content

Shopavize allows you to post content, including photos, comments, etc., and other materials. Anything that you post or otherwise make available on Shopavize is referred to as "User Content." You retain all rights in, and are solely responsible for, the User Content you post to Shopavize.

b. How Shopavize and other users can use your content

You grant Shopavize and our users a non-exclusive, royalty-free, transferable, sublicensable, worldwide license to use, store, display, reproduce, repost, save, modify, create derivative works, perform, and distribute your User Content on Shopavize solely for the purposes of operating, developing, providing, and using Shopavize. Nothing in these Terms restricts other legal rights Shopavize may have to User Content, for example under other licenses. We reserve the right to remove or modify User Content, or change the way it’s used in Shopavize, for any reason. This includes User Content that we believe violates these Terms, our Community Guidelines, or any other policies.

c. How long we keep your content

Following termination or deactivation of your account, or if you remove any User Content from Shopavize, we may keep your User Content for a reasonable period of time for backup, archival, or audit purposes. Shopavize and its users may retain and continue to use, store, display, reproduce, modify, create derivative works, perform, and distribute any of your User Content that other users have stored or shared on Shopavize.

d. Feedback you provide

We value hearing from our users, and are always interested in learning about ways we can make Shopavize that much more dope. If you choose to submit comments, ideas or feedback, you agree that we are free to use them without any restriction or compensation to you. By accepting your submission, Shopavize doesn’t waive any rights to use similar or related feedback previously known to Shopavize, or developed by its employees, or obtained from sources other than you.

4. Copyright policy

Shopavize implements the Shopavize Copyright Policy in accordance with the Digital Millennium Copyright Act and other applicable copyright laws. For more information, please read our Copyright Policy.

5. Security

The security of our users is important to Shopavize.  While we work to protect the security of your content and account, Shopavize can’t guarantee that unauthorized third parties won’t be able to defeat our security measures, and therefore we ask that you keep your password and log-in information secure. Please visit our help center to learn more on how to manage your account if you feel there has been any compromise or unauthorized use of your account.

6. Third party links, sites, and services

There are instances where parts of Shopavize may contain links to third party websites, advertisers, services, special offers, or other events or activities that are not owned or controlled by Shopavize. We don’t endorse or assume any responsibility for any such third party sites, information, materials, products, or services. If you access any third party website, service, or content from Shopavize, you do so at your own risk and you agree that Shopavize has no liability arising from your use of or access to any third party website, service, or content.

7. Termination

Shopavize may terminate or suspend your right to access or use Shopavize for any reason on appropriate notice. We may terminate or suspend your access immediately and without notice if we have a good reason, including any violation of our Community Guidelines. Upon termination, you continue to be bound by Sections 3 and 8 of these Terms.

8. Indemnity

If you use Shopavize for commercial purposes (i.e., you are not a consumer) without agreeing to our Brand Partner Terms of Service as required by Section 2(c) of these Terms, you agree to indemnify and hold harmless Shopavize Inc., their affiliates and their respective officers, directors, advisors, employees and agents, from and against any claims, suits, proceedings, disputes, demands, liabilities, damages, losses, costs and expenses, including, without limitation, reasonable legal and accounting fees (including costs of defense of claims, suits or proceedings brought by third parties), in any way related to your access to or use of our Service, your User Content, or your breach of any of these Terms.

9. Disclaimers

Our Service and all content on Shopavize is provided on an "as is" basis without warranty of any kind, whether express or implied.

Shopavize specifically disclaims any and all warranties and conditions of merchantability, fitness for a particular purpose, and non-infringement, and any warranties arising out of course of dealing or usage of trade.

Shopavize takes no responsibility and assumes no liability for any User Content that you or any other person or third party posts or sends using our Service. You understand and agree that you may be exposed to User Content that’s inaccurate, objectionable, inappropriate for children, or otherwise unsuited to your purpose.

If you're a consumer in the EEA, we don’t exclude or limit any liability for gross negligence, intent, or death or personal injury caused by our negligence or willful misconduct.

10. Limitation of liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, Shopavize SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS OR REVENUES, WHETHER INCURRED DIRECTLY OR INDIRECTLY, OR ANY LOSS OF DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, RESULTING FROM (A) YOUR ACCESS TO OR USE OF OR INABILITY TO ACCESS OR USE THE SERVICE; (B) ANY CONDUCT OR CONTENT OF ANY THIRD PARTY ON THE SERVICE, INCLUDING WITHOUT LIMITATION, ANY DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT OF OTHER USERS OR THIRD PARTIES; OR (C) UNAUTHORIZED ACCESS, USE OR ALTERATION OF YOUR TRANSMISSIONS OR CONTENT. IN NO EVENT SHALL Shopavize'S AGGREGATE LIABILITY FOR ALL CLAIMS RELATING TO THE SERVICE EXCEED ONE HUNDRED U.S. DOLLARS (U.S. $100.00).

If we cause damage to you and you're a consumer in the EEA, the above doesn’t apply. Instead, Shopavize’s liability will be limited to foreseeable damages arising due to a breach of material contractual obligations typical for this type of contract. Shopavize isn’t liable for damages that result from a non-material breach of any other applicable duty of care. This limitation of liability won’t apply to any statutory liability that cannot be limited, to liability for death or personal injury caused by our negligence or willful misconduct, or if and to exclude our responsibility for something we have specifically promised to you.

11. Arbitration

For any dispute you have with Shopavize, you agree to first contact us and try to resolve the dispute with us informally. If we need to contact you, we will do so at the email address on your Shopavize account. If Shopavize hasn’t been able to resolve the dispute with you informally, we each agree to resolve any claim, dispute, or controversy (excluding claims for injunctive or other equitable relief) arising out of or in connection with or relating to these Terms through binding arbitration or (for qualifying claims) in small claims court.

Arbitration is a more informal way to resolve our disagreements than a lawsuit in court. For instance, arbitration uses a neutral arbitrator instead of a judge or jury, involves more limited discovery, and is subject to very limited review by courts. Although the process is more informal, arbitrators can award the same damages and relief that a court can award. You agree that, by agreeing to these Terms of Service, the U.S. Federal Arbitration Act governs the interpretation and enforcement of this provision, and that you and Shopavize are each waiving the right to a trial by jury or to participate in a class action. The arbitrator has exclusive authority to resolve any dispute relating to the interpretation, applicability, or enforceability of this binding arbitration agreement. This arbitration provision shall survive termination of this Agreement and the termination of your Shopavize account.

Any arbitration will be administered by the American Arbitration Association ("AAA") under the Consumer Arbitration Rules then in effect for the AAA, except as provided herein. You can find their forms at www.adr.org. Unless you and Shopavize agree otherwise, the arbitration will be conducted in the county (or parish) where you reside. Each party will be responsible for paying any AAA filing, administrative and arbitrator fees in accordance with AAA Rules, except that Shopavize will pay for your reasonable filing, administrative, and arbitrator fees if your claim for damages does not exceed $75,000 and is non-frivolous (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)). If your claim is for $10,000 or less, we agree that you may choose whether the arbitration will be conducted solely on the basis of documents submitted to the arbitrator, through a telephonic hearing, or by an in-person hearing as established by the AAA Rules. If your claim exceeds $10,000, the right to a hearing will be determined by the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator shall issue a reasoned written decision explaining the essential findings and conclusions on which the award is based, and any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. Nothing in this Section shall prevent either party from seeking injunctive or other equitable relief from the courts, including for matters related to data security, intellectual property or unauthorized access to the Service. ALL CLAIMS MUST BE BROUGHT IN THE PARTIES' INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING, AND, UNLESS WE AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON'S CLAIMS. YOU AGREE THAT, BY ENTERING INTO THESE TERMS, YOU AND Shopavize ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.

NOTHING IN THESE TERMS OF SERVICE SHALL AFFECT ANY NON-WAIVABLE STATUTORY RIGHTS THAT APPLY TO YOU. To the extent any claim, dispute or controversy regarding Shopavize or our Service isn’t arbitrable under applicable laws or otherwise: you and Shopavize both agree that any claim or dispute regarding Shopavize will be resolved exclusively in accordance with Section 12 of these Terms.

If you're a consumer in the EEA, Section 11 doesn't apply to you.

12. Governing law and jurisdiction

These Terms shall be governed by the laws of the State of Texas, without respect to its conflict of laws principles. If you are not a consumer in the EEA, the exclusive place of jurisdiction for all disputes arising from or in connection with this agreement is Harris County, Texas, or the United States District Court for the Southern District of Texas and our dispute will be determined under Texas law.

If you are a consumer in the EEA, this won’t deprive you of any protection you have under the law of the country where you live and access to the courts in that country.

13. General terms

Notification procedures and changes to these Terms

We reserve the right to determine the form and means of providing notifications to you, and you agree to receive legal notices electronically if that’s what we decide. We may revise these Terms from time to time and the most current version will always be posted on our website. If a revision, in our discretion, is material, we’ll notify you. By continuing to access or use Shopavize after revisions become effective, you agree to be bound by the new Terms. If you don’t agree to the new terms, please stop using Shopavize.

Assignment

These Terms, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by Shopavize without restriction. Any attempted transfer or assignment in violation hereof shall be null and void.

If you’re a consumer in the EEA, either you or Shopavize may assign this agreement, and any rights and licences granted under it, to a third party. In case of such an assignment by Shopavize, you are entitled to terminate the agreement with immediate effect by deactivating your account. Shopavize will provide you with reasonable notice of any such assignment.

Entire agreement/severability

These Terms, together with the Privacy Policy and any amendments and any additional agreements you may enter into with Shopavize shall constitute the entire agreement between you and Shopavize concerning the Service. If any provision of these Terms is deemed invalid, then that provision will be limited or eliminated to the minimum extent necessary, and the remaining provisions of these Terms will remain in full force and effect.

No waiver

No waiver of any term of these Terms shall be deemed a further or continuing waiver of such term or any other term, and Shopavize's failure to assert any right or provision under these Terms shall not constitute a waiver of such right or provision.

Parties

These Terms are a contract between you and Shopavize, Inc., 3050 Post Oak Blvd, Suite 510, Houston, TX 77056. 

Effective August 9, 2020