Terms
SHOP.COMTM DEVELOPER PORTAL
TERMS OF USE
(Last rev. 12-24-14)

Shop MA, Inc. d/b/a SHOP.COM, Market America, Inc. and/or their Affiliates, as defined below, provides this SHOP.COM DEVELOPER PORTAL (the “Developer Portal”) to you subject to the following Terms of Use (these “Terms”).  If you are accessing and/or using the Developer Portal on behalf of your employer or as a consultant or agent of a third party, you represent and warrant that you have authority to act on behalf of and bind your employer or third party to these Terms.

We work closely with SHOP.COM Marketplace, Inc., Conquer Entertainment, Inc., Live Enterprise, LLC d/b/a MeetON.com, Market America Worldwide, Inc. and each of their various subsidiaries and affiliated companies (collectively, our “Affiliates”).  For this reason, throughout these Terms, references made to “SHOP.COM” “Market America” “Company” “we” “us” and “our” collectively include Shop MA, Inc. d/b/a SHOP.COM and/or our Affiliates.  The Developer Portal is hosted in the United States.

PLEASE READ THESE TERMS CAREFULLY, AS THEY CONTAIN IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES AND OBLIGATIONS. YOU SHOULD REVIEW THESE TERMS, AS MODIFIED OR AMENDED FROM TIME TO TIME, AS THEY CREATE A BINDING CONTRACT BETWEEN YOU AND SHOP.COM.

1.         Binding Effect / Users.  These Terms set forth the legally binding terms for your Use of the Developer Portal.  “Use” of or “Using” the Developer Portal includes browsing, using or accessing all or any part of the Developer Portal and any content offered therein. Your Use of the Developer Portal signifies that you have read, understand and agree to be bound by these Terms. You are only authorized to Use the Developer Portal (regardless of whether your Use is intended) if you agree to abide by all applicable laws and these Terms.  If you do not agree to abide by all applicable laws and these Terms, you should discontinue Use of the Developer Portal immediately. To become a Registered User you must indicate your acceptance of these Terms during the registration process.
2.         Other Policies / Terms.   All policies currently posted on the Developer Portal, and all policies that may be posted by us on the Developer Portal in the future, in our sole discretion, are hereby incorporated into the Terms.  Additionally, the terms of any separate API license agreements made available to you through your access to the Developer Portal shall apply.
3.         Modification of Terms.  WE RESERVE THE RIGHT TO CHANGE, ADD TO OR DELETE PORTIONS OF THESE TERMS WITHOUT FURTHER NOTICE TO YOU, IN OUR SOLE DISCRETION.  If we do this, we will post such modifications on the Developer Portal.  Each such modification shall be effective upon posting.  Your continued Use of the Developer Portal after SHOP.COM posts a modification signifies your acceptance of such modification. It is your responsibility to review these Terms regularly to ensure you are aware of any changes.
4.         Eligibility. Being a Registered User of the Developer Portal (“Registration”) is void where prohibited by law.  By Using the Developer Portal, you represent and warrant that (a) all registration information you submit to the Developer Portal is truthful, accurate, current and complete; (b) you will update and maintain the accuracy of such information; (c) you have legal capacity and are of legal age to accept and agree to be bound by these Terms (as per the laws and regulations of your jurisdiction); and (d) your Use of the Developer Portal does not violate any applicable law, rule or regulation.  Your Registration may be terminated without notice if we believe that you are not of legal age or otherwise lack legal capacity to accept and agree to be bound by these Terms or as otherwise permitted herein.
5.         Termination of Registration/Access. SHOP.COM reserves the right, in its sole discretion, to terminate your Registration and/or to deny, restrict, suspend or terminate your Use of all or any part of the Developer Portal at any time, for any reason or no reason at all, with or without notice or explanation, and without liability.  SHOP.COM expressly reserves the right to terminate your Registration and/or deny, restrict, suspend, or terminate your Use of all or any part of the Developer Portal if SHOP.COM determines, in its sole discretion, that you have violated these Terms or that you may pose a threat to the Developer Portal and/or its users. After Registration and/or access is terminated, these Terms will terminate, but the following provisions will still apply, in addition to any terms that by their nature survive the termination of these Terms: Sections 1, 2, 11, 12, 13, 15, 16, 17, and 18.
6.         Passwords and Security.
6.1.     When you register for a Developer Portal account, an account will be created and you will be prompted to create an account, username and password. You are responsible for maintaining the confidentiality and security of your password.  You agree not to use the account, username, or password of another Registered User at any time.  You further agree not to disclose your password to any third party.  You agree to notify SHOP.COM immediately if you suspect any unauthorized use of your account or access to your password.  You are solely responsible for any and all use of your account and for all actions that take place through the use of your account.
6.2.     We may, in our sole discretion, provide you with authentication tokens (i.e., API Registration Keys, etc.), or other security control information, in connection with your Developer Portal account or Software that we make available to you. Use of such security control information is restricted to authorized users only, and may not be disclosed to any third party. Unauthorized access is prohibited.
7.         Your Use of the Developer Portal
7.1.              We may sometimes review the Developer Portal (including how our services are being accessed and used), but you acknowledge that we have no obligation to do so. We are not responsible for files, user posts on our forums or elsewhere, or any other information accessible through the Developer Portal.
7.2.              We may limit the number of calls accepted by an API if we believe that the number of calls to the API may negatively impact the Developer Portal or other users. If we, in our sole discretion, offer tiered access plans, you will be permitted the number of calls applicable to your respective plan.
7.3.              If you collect any personally identifiable information via your use of the Developer Portal or API, you must ensure that it is collected, processed, transmitted, maintained and used in compliance with all applicable laws and a privacy policy that you post and make available to your users.
7.4.              SHOP.COM is not obligated to evaluate or provide any comments to you regarding any submissions you make to SHOP.COM. In SHOP.COM’s sole discretion, SHOP.COM may contact you with critiques, updates, feedback or questions regarding your submissions, including the status of SHOP.COM’s evaluation of your submission. In no event will any such contact or communication from SHOP.COM obligate SHOP.COM to adopt your submission, provide a timeframe for evaluation or even provide any additional communication regarding your submission.
7.5.              Nothing in these Terms will impair SHOP.COM’s right to develop, acquire, license, market, promote or distribute products, software or technologies that perform the same or similar functions as, or otherwise compete with, any other products, software or technologies that you may develop, produce, market, or distribute. In the absence of a separate written agreement to the contrary, SHOP.COM will be free to use any information, suggestions or recommendations you provide to SHOP.COM pursuant to these Terms for any purpose, subject to any applicable trademarks, patents, or copyrights.
8.         Proprietary Rights to SHOP.COM Content.
8.1.              Rights to SHOP.COM Content.  All content available on the Developer Portal, including without limitation, designs, text, blog posts, graphics, profiles, messages, notes, advertisements, listings, pictures, images, video, bios, information, reviews, works of authorship, applications, software and API’s (“Software”), music, sound and other files, and their selection and arrangement (the “SHOP.COM Content”) are the proprietary property of SHOP.COM or its licensors with all rights reserved. Except as expressly provided in these Terms, you may not copy, modify, translate, publish, broadcast, transmit, distribute, use, perform, post, display, frame, reproduce, republish, download or sell all or any part of the SHOP.COM Content, in any form or by any means, including but not limited to, electronic, mechanical, photocopying, recording, or otherwise, without SHOP.COM’s prior written permission.
8.2.              License to SHOP.COM Content. If you are a current Registered User of the Developer Portal, you are granted a limited, revocable license to Use the SHOP.COM Content, provided that you keep all copyright or other proprietary notices intact. You may not upload or republish SHOP.COM Content on any Internet, Intranet or Extranet site or incorporate the information in any other database or compilation, or publish the SHOP.COM Content in any other form or format.  Such license is subject to these Terms and does not include use of any data mining, robots or similar data gathering or extraction methods. Any Use of the Developer Portal or the SHOP.COM Content other than as specifically authorized herein is strictly prohibited and will terminate the license granted herein. Such unauthorized Use may also violate applicable laws including copyright and trademark laws and communications regulations and statutes. Except as expressly stated herein, any Use of the SHOP.COM Content is strictly prohibited. Unless explicitly stated herein, nothing in these Terms shall be construed as conferring any license to intellectual property rights, whether by estoppel, implication or otherwise. This license is revocable at any time without notice and with or without cause.
8.3.              Registered User Information. When you register for a Developer Portal account you will be asked to provide certain personal information which may include, without limitation, your name, address, telephone number, e-mail address, age, gender, corporate information, testimonial, credit or debit card information and date of birth (“Personal Information”). All information you provide to SHOP.COM through the Developer Portal is considered your “Registered User Information”, and you are solely responsible for all such information. By providing the “Registered User Information,” you expressly consent to SHOP.COM’s use of the Personal Information as described in these Terms and our Privacy Policy.
8.4.              Right to Use Registered User Information.  You authorize us to make such copies of your Registered User Information as we deem necessary to facilitate its use and storage.  You also grant us the right to use any of your Registered User Information to provide you with targeted advertising or promotional material, to offer personalized features, to complete surveys, studies or data analysis conducted by SHOP.COM or any of its partners or for other promotional or marketing purposes.
8.5.              Copyrights/Patents.  All Developer Portal design, text, graphics, blog posts, logos, button icons, images, photos, audio clips, video clips, digital downloads, data compilations, Software, and SHOP.COM Content, are owned solely and exclusively by SHOP.COM or its content suppliers and are protected by U.S. and international copyright or patent laws.  The compilation, “look and feel” and color schemes of all content on the Developer Portal are the exclusive property of SHOP.COM and protected by U.S. and international copyright laws. All software used on the Developer Portal is the property of SHOP.COM or its software suppliers and protected by United States and international copyright or patent laws.
8.6.              Trademarks. “SHOP.COM,” “Market America,” all SHOP.COM and Market America product and service names and logos, and all other SHOP.COM graphics, page headers, button icons, logos, scripts and all registered and unregistered marks and service names used by SHOP.COM are service marks, trade names, trademarks and/or trade dress of SHOP.COM or its affiliates (collectively “SHOP.COM’s Marks”).  You may not use SHOP.COM’s Marks for any reason or purpose whatsoever.  All trademarks not owned by SHOP.COM that appear on the Developer Portal are the property of their respective owners, who may or may not be affiliated with, connected to, or sponsored by SHOP.COM.
9.         Protecting Copyrights and Other Intellectual Property. SHOP.COM respects the intellectual property rights of others.  Following is our Notice and Procedure for Making Claims of Copyright Infringement.  If you believe that your work has been copied in a way that constitutes copyright infringement, please provide SHOP.COM’s copyright agent the written information specified below. Please note that this procedure is exclusively for notifying SHOP.COM that your copyrighted material has been infringed.
·       An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest;
·       A description of the copyrighted work that you claim has been infringed upon;
·       A description of the location on the Developer Portal of the material that you claim is infringing;
·       your address, telephone number, and e-mail address;
·       A 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;
·       A statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf.
SHOP.COM’s Agent for Notice of copyright infringement can be reached as follows:
By Mail:                  Copyright Administrator
Market America / SHOP.COM
1302 Pleasant Ridge Road
Greensboro, North Carolina 27409.
By e-mail:             copyrights@marketamerica.com
10.      Privacy and Terms of Use. Use of the Developer Portal is subject to the Developer Portal Privacy Policy, which is incorporated into these Terms by this reference.
11.      Disclaimers.
11.1.           Users.  SHOP.COM is not responsible or liable, and makes no warranties, express or implied, for the conduct of any user of the Developer Portal.
11.2.           Third Party Web Sites.  The Developer Portal may contain links to third party websites.  SHOP.COM is not responsible or liable for the content, completeness, accuracy or opinions expressed on such third party websites.  Inclusion of any linked website on the Developer Portal does not imply SHOP.COM’s approval or endorsement of, or agreement with, the content of the Web site.  If you choose to access third party websites, you do so at your own risk.
11.3.           Third Party Advertisements / Applications.  SHOP.COM is not responsible or liable for third party advertisements or third party applications that are posted on or through the Developer Portal, nor does it take any responsibility for the goods or services provided by its advertisers.
11.4.           Availability of the Developer Portal.  The Developer Portal or any portion thereof may be unavailable from time to time for maintenance or other reasons.  SHOP.COM assumes no responsibility or liability for any error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction or unauthorized access to, or alteration of, any User communication.  SHOP.COM is not responsible for any problem or technical malfunction of any telephone networks, services or lines, computer systems, online systems, servers or providers, computer, mobile phone or other equipment, software, failure of any e-mail due to technical problems or traffic congestion on the Internet or on the Developer Portal or combination thereof, including any injury or damage to User’s or to any other person’s computer, mobile phone, smart phone, tablet or other equipment related to or resulting from Use of the Developer Portal.  Under no circumstances shall SHOP.COM be responsible or liable for any loss or damage, including without limitation, personal injury, property injury or death, resulting from anyone’s use of the Developer Portal, or from the conduct of any User(s) of the Developer Portal.
12.           Disclaimer of Warranties. THE DEVELOPER PORTAL AND SHOP.COM CONTENT ARE PROVIDED “AS-IS” AND AS AVAILABLE AND SHOP.COM EXPRESSLY DISCLAIMS ANY AND ALL REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. SHOP.COM DOES NOT GUARANTEE OR PROMISE ANY SPECIFIC RESULTS FROM USE OF THE DEVELOPER PORTAL. SHOP.COM DOES NOT REPRESENT OR WARRANT THAT SOFTWARE, CONTENT OR MATERIALS ON THE DEVELOPER PORTAL ARE ACCURATE, COMPLETE, RELIABLE, CURRENT OR ERROR-FREE OR THAT THE DEVELOPER PORTAL, SERVERS, OR ANY PLATFORM APPLICATIONS ARE FREE OF VIRUSES, MALWARE OR OTHER HARMFUL COMPONENTS. YOU SHOULD EXERCISE CAUTION IN THE USE AND DOWNLOADING OF ANY SUCH SOFTWARE, CONTENT OR MATERIALS AND USE INDUSTRY-RECOGNIZED SOFTWARE TO DETECT AND DISINFECT VIRUSES AND MALWARE. WITHOUT LIMITING THE FOREGOING, YOU UNDERSTAND AND AGREE THAT YOU DOWNLOAD OR OTHERWISE OBTAIN CONTENT, MATERIAL, DATA OR SOFTWARE FROM OR THROUGH THE DEVELOPER PORTAL AT YOUR OWN RISK AND THAT YOU ARE SOLELY RESPONSIBLE FOR YOUR USE THEREOF AND FOR ANY DAMAGE TO YOUR MOBILE DEVICE, COMPUTER SYSTEM OR OTHER EQUIPMENT, LOSS OF DATA OR OTHER HARM OF ANY KIND THAT MAY RESULT.
13.           Limitation on Liability. IN NO EVENT SHALL SHOP.COM, ITS DIRECTORS, OFFICERS, EMPLOYEES, SHAREHOLDERS, REPRESENTATIVES OR AGENTS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING LOST DATA OR LOST PROFIT DAMAGES ARISING FROM YOUR USE OF THE DEVELOPER PORTAL OR THE DEVELOPER PORTAL CONTENT EVEN IF SHOP.COM HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, SHOP.COM’S LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE AMOUNT PAID BY YOU TO SHOP.COM FOR USE OF THE DEVELOPER PORTAL ONLY, IF ANY, DURING THE TIME YOUR ARE A REGISTERED USER OF THE DEVELOPER PORTAL.  YOU ACKNOWLEDGE THAT IF YOU DO NOT PAY FEES TO SHOP.COM FOR USE OF THE DEVELOPER PORTAL, YOU SHALL BE LIMITED TO INJUNCTIVE RELIEF ONLY, UNLESS OTHERWISE PERMITTED BY LAW, AND SHALL NOT BE ENTITLED TO DAMAGES OF ANY KIND FROM SHOP.COM, REGARDLESS OF THE CAUSE OF ACTION.
14.           U.S. Export Controls. Software, including but not limited to API’s, available in connection with the Developer Portal (the “Software”) is subject to United States export controls. You may not download from the Developer Portal or otherwise export or re-export the Software in violation of U.S. export laws.  Downloading or using the Software is at your sole risk.
15.           Disputes. These Terms shall be governed by, and construed in accordance with, the laws of the State of North Carolina, without regard to its conflict of law provisions.  Any and all actions or proceedings arising out of or relating to these Terms, the Developer Portal or the SHOP.COM Content, shall be instituted and litigated in a court of competent jurisdiction in Guilford County, North Carolina.  You and SHOP.COM hereby agree to submit to the exclusive personal jurisdiction of the courts located in Guilford County, North Carolina to resolve any dispute arising out of these Terms, the Developer Portal or the SHOP.COM Content.  EACH PARTY HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION (INCLUDING BUT NOT LIMITED TO ANY CLAIMS, COUNTERCLAIMS, CROSS-CLAIMS, OR THIRD PARTY CLAIMS) ARISING OUT OF, UNDER OR IN CONNECTION WITH THESE TERMS.  FURTHER, EACH PARTY HERETO CERTIFIES THAT NO REPRESENTATIVE OR AGENT OF EITHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH PARTY WOULD NOT IN THE EVENT OF SUCH LITIGATION, SEEK TO ENFORCE THIS WAIVER OF RIGHT TO JURY TRIAL PROVISION. EACH OF THE PARTIES ACKNOWLEDGES THAT THIS SECTION IS A MATERIAL INDUCEMENT FOR THE OTHER PARTY ENTERING INTO THESE TERMS.
16.           Prohibition of Class and Representative Actions and Non-Individualized Relief.  YOU AND SHOP.COM AGREE THAT EACH OF US MAY ONLY BRING CLAIMS AGAINST THE OTHER ON AN INDIVIDUAL BASIS, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION OR PROCEEDING. UNLESS BOTH YOU AND SHOP.COM AGREE OTHERWISE, THE COURT MAY NOT CONSOLIDATE OR JOIN MORE THAN ONE PERSON’S OR PARTY’S CLAIMS, AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CONSOLIDATED, REPRESENTATIVE, OR CLASS PROCEEDING. ALSO, THE COURT MAY AWARD RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF NECESSITATED BY THAT PARTY’S INDIVIDUAL CLAIM(S). ANY RELIEF AWARDED CANNOT AFFECT OTHER USERS OF THE DEVELOPER PORTAL.
17.           Indemnity.  You agree to indemnify and hold harmless SHOP.COM and its representatives, officers, employees, directors, agents, and assigns, at your own expense, from and against any and all loss, liability, claims, damages, suits, demands, actions and/or costs (including without limitation reasonable attorney fees and costs) made by any third party arising out of or related to a) your actions or inactions; b) the Use of your Developer Portal account by you or any other person; c) your breach or violation of these Terms; d) your breach of the representations and warranties set forth in these Terms; and/or e) Registered User Information provided by you or any person through your account.
18.           Other. These Terms, including all documents referenced herein, as such may be modified from time to time, constitute the entire agreement between you and SHOP.COM regarding the Use of the Developer Portal.  The failure of SHOP.COM to exercise or enforce any right or provision of these Terms shall not operate as a waiver of such right or provision.  The section titles in these Terms are for convenience only and have no legal or contractual effect. These Terms operate to the fullest extent permissible by law.  If any provision of these Terms is unlawful, void or unenforceable, that provision is deemed severable from these Terms and does not affect the validity and enforceability of any remaining provisions.

Please contact us at: apimanager@marketamerica.com with any questions about these Terms.

I HAVE READ AND AGREE TO ALL OF THE PROVISIONS CONTAINED IN THESE TERMS.

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