These terms are effective as of September 25, 2013.
The Shop Your Way Site is not targeted towards, nor intended for use by, anyone under the age of 18. By using the Shop Your Way Site, you represent and warrant that you are 18 years of age or older. If you are not at least 18 years of age, do not access, use, register or purchase merchandise on the Shop Your Way Site. In the event we become aware you are under 18, we will terminate your registration. Some merchandise offered forsake on the Shop Your Way Site may be restricted for sale to persons of a certain age(depending on the state or jurisdiction of residence) and we will require you to submit or provide valid proof of your age before purchasing or receiving age-restricted merchandise.
Changes to the Sears Site
You agree and understand thatthe Sears Site, including any and all features available via the Sears Site andany User Content (as defined below), may be modified by us, in our solediscretion, at any time without prior notice. Unless expressly stated otherwise,any new features, new services, enhancements or modifications to the Sears Siteimplemented after your initial access to the Sears Site shall be subject tothese Terms. We do not actively monitor, and undertake no obligation to monitoror modify, any reviews, information, content, data, text, links to third partywebsites, User profile information, sounds, photographs, graphics, video,messages or other materials uploaded or made available via the Sears Site by oron behalf of any User (all such items provided by or on behalf of Users,collectively, "User Content"). Nonetheless, we reserve the right toinvestigate and take appropriate action, including legal action, in our solediscretion, against anyone who violates these Terms, including without limitation,by removing any User Content posted in violation of these Terms, terminatingthe registration of such violators or blocking such violators' use of the SearsSite.
In order to access somefeatures of the Sears Site, you may be required to register and to select apassword and user name, which shall consist of an email address you provide("User ID"). To register, use the registration form available byclicking the "register" link near the top of any page on the SearsSite. By registering, you will also be enrolled as a member in the Shop YourWay program and must agree to the Program Terms and Conditions for Membershipin the Shop Your Way Program available here.If you register, you agree to provide us with accurate and completeregistration information, and to inform us immediately of any updates or otherchanges to such information. For example, you may not: (i) enter, select or usea false name or an email address owned or controlled by another person with theintent to impersonate that person, or (ii) use as a User ID a name subject toany rights of a person other than yourself without appropriate authorization.Failure to comply with the terms of this paragraph shall constitute a materialbreach of these Terms, which may result in immediate termination of youraccount. In addition, we reserve the right to refuse registration of, orcancel, a User ID in our discretion.
You are responsible formaintaining the confidentiality of your password and you are fully responsiblefor all activities that occur under your User ID and password, whether or notyou authorize such activities. Any User ID and password for your access to theSears Site shall be for your personal, non-commercial use only. You agree to(a) immediately notify us of any unauthorized use of your User ID or passwordof which you become aware, and (b) ensure that you exit from your account atthe end of each session.
Use of the Sears Site/License/Services
Sears grants you a limitedlicense to make personal use of the Sears Site. This license grant does notinclude: (a) any resale or commercial use of the Sears Site or content therein;(b) the collection and use of any product listings or descriptions; (c) makingderivative uses of the Sears Site and its contents; or (d) use of any datamining, robots, or similar data gathering and extraction methods on the SearsSite. Except as noted above, Users of the Sears Site are not conveyed any rightor license by implication, estoppel, or otherwise in or under any patent,trademark, copyright, or proprietary right of Sears or any third party.
You may not use, frame orutilize framing techniques to enclose any Sears trademark, logo, content orother proprietary information (including the images found at this Site, thecontent of any text or the layout/design of any page or form contained on apage) without Sears' express written consent. Further, you may not use any metatags or any other "hidden text" utilizing a Sears name, trademark, orproduct name without Sears' express written consent.
Any unauthorized use of theSears Site will terminate the permission or license granted by these Terms andmay violate applicable law including copyright laws, trademark laws (includingtrade dress), and communications regulations and statutes. All violators willbe prosecuted to the fullest extent of the law.
Permitted uses of the SearsSite include soliciting opinions, ideas and other input from Users; sharingideas and opinions with other Users, searching the Sears Site for User Content(as defined herein) and business or product information, and purchasing goodsor services from the Sears Site for personal use, not for resale. You may alsoinvite people you know to join the Sears Site. You acknowledge and agree thatwe do not control the User Content posted to the Sears Site, or any links toother websites, including the content of any messages posted by Users, and thatwe do not guarantee the accuracy, integrity or quality of any User Content. Youfurther understand and agree that (i) we do not necessarily endorse, support,sanction, encourage, verify, or agree with the comments, opinions, orstatements or other User Content posted on or otherwise displayed on ortransmitted via the Sears Site, or (ii) we do not make any promises, guaranteesor warranties with respect to any of the User Content or products, services,information, content or materials featured or mentioned on the Sears Site. AllUser Content, including advice and opinions posted by Users, comprises theviews and responsibility of those who post such User Content, and does notnecessarily represent the views of Sears. You understand that, by using theSears Site, you may be exposed to User Content that is offensive, indecent orobjectionable.
IN NO EVENT WILL WE BELIABLE, DIRECTLY OR INDIRECTLY, TO ANYONE FOR ANY DAMAGE OR LOSS OF ANY NATUREWHATSOEVER ARISING FROM OR RELATING TO ANY USE, CONTINUED USE OR RELIANCE ONANY USER CONTENT, ANY ERROR OR OMISSION IN ANY USER CONTENT, ANY CLAIM THAT ANYUSER CONTENT IS DEFAMATORY, LIBELOUS OR VIOLATES ANY RIGHT OF ANY THIRD PARTY,OR THE DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT OF ANY USER OR THIRD PARTY. YOUEXPRESSLY AGREE THAT YOU BEAR ANY AND ALL RISKS ASSOCIATED WITH YOUR ACCESS TO,CONTRIBUTION TO, USE OF AND/OR RELIANCE ON USER CONTENT.
Restrictions on Rights to Use
Without limiting thegenerality of any other provisions of these Terms, you agree you shall not (andyou agree not to allow any other individual or entity using your User ID to):
· download,modify, reproduce, adapt, translate, reverse engineer, create derivative worksbased upon, publicly display, sell, rent, license, or in any way commerciallyexploit any portion of the Sears Site, except and to the extent expresslypermitted under these Terms;
· removeany copyright, trademark or other proprietary rights notice contained in or onthe Sears Site;
· useany robot, spider, site search/retrieval application, or other device toretrieve or index any portion of the Sears Site;
· collectany information about other Users (including usernames and/or email addresses)for any purpose other than to solicit and/or share reviews with other Users;
· reformator frame any portion of any Web pages that are part of the Sears Site;
· createuser accounts by automated means or under false or fraudulent pretenses;
· createor transmit to other Users unsolicited electronic communications, such as"spam," or otherwise interfere with other Users' enjoyment of theSears Site;
· submitto the Sears Site any content that falsely states or implies that such contentis sponsored or endorsed by us;
· transmitor upload to the Sears Site any item containing or embodying any virus, worm,defect, Trojan horse, software bomb or other feature designed to damage ordegrade in any manner the performance of the Sears Site, any other Web site, orany computer or other device or system, or the enjoyment of the Sears Site byany User;
· usethe Sears Site to violate the security of or gain unauthorized access to anycomputer or computer network or other device or system (including unauthorizedattempts to discover passwords or security encryption codes);
· submitto the Sears Site any content that is unlawful or facilitates, constitutes,promotes or encourages illegal activity; or otherwise use the Sears Site totransfer or store illegal material, including any material deemed threateningor obscene;
· copyor store any User Content offered on the Sears Site other than for yourpersonal, non-commercial use;
· takeany action that imposes, or may impose, in our sole discretion, an unreasonableor disproportionately large data or traffic load on the Sears Site or the ITinfrastructure used to operate and make the Sears Site available;
· usethe Sears Site and/ or any User Content, intentionally or unintentionally, toviolate any applicable local, state, federal or international law; or
· collector store personal data about other Users in connection with the prohibitedactivities described in this paragraph.
User Content Posted on the Sears Site
Subject to the followingrestrictions, registered Users may post, upload or transmit User Content on theSears Site. Without limiting the generality of any other provisions of theseTerms, you agree:
· Youmay not post, upload or transmit any User Content that (i) infringes orotherwise violates any copyright, patent, trademark, trade secret, publicity orprivacy right or other proprietary right of any party, or (ii) is proprietaryto a third party, without such third party's prior written consent.
· Youunderstand and agree that we do not monitor but reserve the right to review anddelete any User Content, including User Content that, in our sole discretion,(i) violates these Terms, (ii) is offensive or illegal, or (iii) may harm,violate the rights of or threaten the safety of any User and/or any otherindividual or entity.
· Youare solely responsible for any User Content you post, publish or display on theSears Site or transmit to Users. We reserve the right, but undertake noobligation, to monitor disputes between you and any other User, or any otherentity or individual, in connection with the Sears Site. You are solelyresponsible for the resolution of any disputes that arise between you and any otherUser or any other entity or individual.
· Youwill post only User Content you believe in good faith to be true and accurate,and you will not post to the Sears Site any User Content that is fals,inaccurate, misleading or fraudulent.
· If youare employed by Sears or if you have received or will receive any compensationor consideration from Sears, including but not limited to product samples andShop Your Way points, directly or indirectly in exchange for any opinion,endorsement, review or critique that you post, upload or transmit on the SearsSite, you must clearly and conspicuously disclose the nature of your connectionto Sears.
· Byuploading User Content to the Sears Site, you represent and warrant that youhave all rights and authority necessary to grant, and do hereby grant: (i)Sears, its Affiliates, our respective contractors, and our business partners,an irrevocable, perpetual, non-exclusive, royalty-free, fully sublicensable,fully paid up, worldwide license and right to use, copy, publicly perform,digitally perform, publicly display, and distribute such User Content and toprepare derivative works based on, or incorporate into other works, such UserContent, with or without attribution; and (ii) subject to the restrictions setforth in these Terms, all Users an irrevocable, perpetual, non-exclusive,royalty-free license and right to use such User Content for each such User'spersonal, non-commercial use. You further represent and warrant that you didnot work with parties in conjunction with your User Content who are: a)represented under contract (e.g., by a talent agent or manager) that wouldlimit or impair our ability to display your User Content in any media form; b)subject to an acting or modeling contract that would make your/their appearancein the User Content a violation of any third-party rights; or c) under anyother contractual relationship, including but not limited to guild and/or unionmemberships, that may prevent us from being able to use the User Contentworldwide in all media in perpetuity on a royalty-free basis, without anypayment or fee obligations. You hereby irrevocably waive and assign to us anyand all so-called moral rights or "droit moral" you may have in orwith respect to any User Content you post to the Sears Site.
· Youunderstand that Sears may be working on the same or a similar idea or conceptto any ideas, expression of ideas or other materials you submit within yourUser Content, or that Sears may already know of such an idea or concept fromother sources, or that Sears may simply wish to develop this (or a similaridea) on its own or it may have taken/will take some other action.
· Inreturn for your access to and use of the Sears Site, you acknowledge that youhave read, understand and agree to the terms enumerated below with respect toany User Content you submit on the Sears Site:
· To thebest of your knowledge, the User Content represents your own original work, youhave all necessary rights to disclose the User Content to Sears and in doing soSears' use of the User Content will not infringe upon any other individual's orentity's rights.
· Youunderstand that disclosure of your User Content to Sears does not establish aconfidential relationship or obligate Sears to treat the User Content (or anyrelated materials) as secret or confidential.
· Youunderstand that Sears has no obligation, either express or implied, to developor use your User Content and that no compensation is due to you or anyone elsefor any inadvertent or intentional use of User Content, or other contentderived from your User Content. You understand that Sears assumes no obligationwith respect to any User Content. For your own protection, we assume that youwill rely on whatever patent protection you may want to secure, or have alreadysecured, in your idea. In the absence of a separate formal contact, your rightsshall be limited to those existing under the patent laws of the United States.
· Ifyour User Content is the subject of a pending or issued patent, you havedisclosed or will disclose that fact to Sears.
· Youunderstand that, except to the extent that these terms are superseded by aseparate agreement in writing by you and Sears, you hereby irrevocably releaseand forever discharge Sears and its affiliates and subsidiaries from any andall actions, causes of actions, claims, damages, liabilities and demands,whether absolute or contingent and of any nature whatsoever, which you now haveor hereafter can, shall or may have against Sears and its affiliates andsubsidiaries or their respecting successors and assigns with respect to theUser Content, including without limitation in respect of how Sears, directly orindirectly, uses the User Content, with the sole exception in respect of theforegoing release and discharge being your right to bring a claim of patentinfringement.
· Thefollowing is a partial list of the kind of User Content that is illegal and/oris prohibited on or through the Sears Site. You may not post any User Contentthat:
· ispatently offensive to Users, such as content that promotes racism, bigotry,hatred or physical harm of any kind against any group or individual;
· harassesor advocates harassment of another person or User;
· promotesillegal activities or conduct that is abusive;
· isthreatening, obscene, defamatory or libelous;
· ispornographic or sexually explicit in nature; or
· seeks,or recommends providers of, material that exploits people under the age of 18in a sexual or violent manner, or seeks or recommends providers that solicitpersonal information from anyone under 18.
Sears retains the right toremove any User Content from its websites that in Sears' sole discretionviolates any of the restrictions or guidelines defined in these Terms.
If you believe any UserContent or any other aspect of the Sears Site infringes your copyright, youshould send written notice of copyright infringement to our designatedcopyright agent at the address given below. Your notice must meet therequirements of the Digital Millennium Copyright Act (as required under 17U.S.C. 512) by providing the following information:
· Adescription of the copyrighted work that you claim has been infringed;
· Adescription of where the material that you claim is infringing is located on theSears Site;
· Youraddress, telephone number and email address;
· Astatement by you that you have a good-faith belief that the disputed use is notauthorized by the copyright owner, its agent or the law;
· Astatement by you, made under penalty of perjury, that the above information inyour notice is accurate and that you are the owner of the copyright at issue orare authorized to act on the copyright owner's behalf; and
· Anelectronic or physical signature of the person authorized to act on behalf ofthe owner of the copyright at issue.
Our designated copyrightagent for notice of claims of copyright infringement on the Sears Site may bereached at the following address:
Sears Holdings Management Corporation
3333 Beverly Road
Hoffman Estates, IL 60179
Or by email: firstname.lastname@example.org
If you believe that yourUser Content that was removed (or to which access was disabled) pursuant to aDigital Millennium Copyright Act notice we received is not infringing, or thatyou have the authorization from the copyright owner, the copyright owner'sagent, or pursuant to law, to post and use the content in your User Content,you may send a counter-notice containing the following information to theCopyright Agent at the address listed above:
· Yourphysical or electronic signature;
· Identificationof the content that has been removed or to which access has been disabled andthe location at which the content appeared before it was removed or disabled;
· Astatement that you have a good faith belief that the content was removed ordisabled as a result of mistake or a misidentification of the content; and
· Yourname, address, telephone number, and e-mail address, a statement that youconsent to the jurisdiction of the federal court in Cook County, Illinois, anda statement that you will accept service of process from the person whoprovided notification of the alleged infringement.
If a counter-notice isreceived by the Copyright Agent, Sears may send a copy of the counter-notice tothe original complaining party informing that person that it may replace theremoved content or cease disabling it in 10 business days. Unless the copyrightowner files an action seeking a court order against the content provider,member or user, the removed content may be replaced, or access to it restored,in 10 to 14 business days or more after receipt of the counter-notice, atSears' sole discretion.
As between you and us, theSears Site, including all photographs, images, text, graphics, icons, audioclips, software and other aspects thereof (excluding User Content), allimprovements or modifications thereof, all derivative works based thereon, andthe collection, arrangement, and assembly of the Sears Site, including allcopyrights, trademarks, and other intellectual property or proprietary rightsin the foregoing, are owned by us or our licensors. As between you and us,subject to any licenses and rights expressly granted herein, any User Contentposted by you is owned by you. Nothing contained in these Terms shall be deemedto grant to you or any other User any rights, title or interest in or to anycopyright, trademark or other proprietary right of ours or any of ourlicensors.
Any trademarks, servicemarks, and other marks and indicators of source or origin that are displayed onthe Sears Site are the proprietary property of Sears or their respectiveowners, as applicable. None of such marks may be used in connection with any otherproduct or service in a manner that is likely to cause confusion amongconsumers, or to disparage or discredit the owner of such mark or itsaffiliates. Any trademarks of third parties that appear on the Sears Site arethe property of their respective owners, who may or may not be affiliated with,connected to, or sponsored by us. You may not use, copy, modify or display anyof the trademarks, service marks, names or logos appearing on the Sears Sitewithout the express written permission of the trademark owner.
Nothing in these Termsshall be deemed to grant to you or any other User any license or right in or toany patent, copyright, trademark, trade secret or other proprietary right ofSears.
YOU EXPRESSLY AGREE THATYOUR USE OF THE SEARS SITE, AND OF ANY USER CONTENT, INFORMATION, ADVICE,SERVICES, PRODUCTS, AND OTHER MATERIALS CONTAINED IN OR DESCRIBED ON THE SEARSSITE, IS ENTIRELY AT YOUR OWN RISK, AND THAT ALL SUCH INFORMATION AND MATERIALSARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. TO THEFULL EXTENT PERMISSIBLE BY APPLICABLE LAW, WE MAKE NO, AND HEREBY DISCLAIM ALL,REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THEAVAILABILITY, OPERATION AND/OR USE OF THE SEARS SITE, INCLUDING BUT NOT LIMITEDTO ANY USER CONTENT PROVIDED VIA THE SEARS SITE, AND ALL OTHER CONTENT,SERVICES, PRODUCTS, AND OTHER INFORMATION AND MATERIALS CONTAINED IN ORDESCRIBED ON THE SEARS SITE, INCLUDING BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY,FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, AND IMPLIED WARRANTIESARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE. IN ADDITION, WE DO NOTREPRESENT OR WARRANT THAT THE INFORMATION AND CONTENT ACCESSIBLE VIA THE SEARSSITE IS ACCURATE, COMPLETE OR CURRENT, AND WE ARE NOT RESPONSIBLE FOR ANYERRORS OR OMISSIONS THEREIN OR FOR ANY ADVERSE CONSEQUENCES RESULTING FROM USEOF, INABILITY TO USE, OR RELIANCE ON ANY ASPECT OF THE SEARS SITE, INCLUDINGBUT NOT LIMITED TO USER CONTENT AND ALL OTHER CONTENT, SERVICES, PRODUCTS, ANDOTHER INFORMATION AND MATERIALS CONTAINED IN OR DESCRIBED ON THE SEARS SITE.FURTHER, WE MAKE NO REPRESENTATIONS AND WARRANTIES THAT THE SEARS SITE OR THEUSER CONTENT WILL BE UNINTERRUPTED, SECURE, OR FREE OF ERRORS, VIRUSES, OROTHER HARMFUL COMPONENTS. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN,OBTAINED BY ANY USER FROM US OR THE SEARS SITE SHALL CREATE ANY WARRANTY NOTEXPRESSLY STATED HEREIN.
Limitation on Liability
IN NO EVENT SHALL SEARS ORTHEIR RESPECTIVE AFFILIATES, OR THE SHAREHOLDERS, DIRECTORS, OFFICERS, MEMBERS,MANAGERS, EMPLOYEES, AGENTS OR REPRESENTATIVES OF ANY OF THE FOREGOING, BELIABLE TO YOU OR ANY THIRD PARTY FOR DAMAGES OF ANY KIND (INCLUDING, BUT NOTLIMITED TO, ANY DIRECT, INDIRECT, SPECIAL, PUNITIVE, INCIDENTAL ORCONSEQUENTIAL DAMAGES OR DAMAGES FOR LOSS OF PROFITS, GOODWILL OR REVENUE,BUSINESS INTERRUPTION, OR LOSS OF DATA) ARISING OUT OF THE USE OF, ACCESS TO,RELIANCE ON, UNAVAILABILITY OF, INABILITY TO USE, OR IMPROPER USE OF THE SEARSSITE, INCLUDING BUT NOT LIMITED TO ANY USER CONTENT, REVIEWS, ADVICE, SERVICES,PRODUCTS, AND OTHER INFORMATION AND MATERIALS CONTAINED IN OR DESCRIBED ON THESEARS SITE, OR THE DISCLOSURE OR MISUSE OF ANY USER'S PERSONAL INFORMATION, EVENIF THEY HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND REGARDLESS OFTHE FORM OF ACTION, WHETHER IN CONTRACT, TORT, OR OTHERWISE. IN ANY EVENT,SEARS' RESPECTIVE TOTAL MAXIMUM LIABILITY IN RESPECT OF THE SEARS SITE OR ANYPART THEREOF, INCLUDING BUT NOT LIMITED TO THE USER CONTENT, REVIEWS, ADVICE,SERVICES, PRODUCTS, AND OTHER INFORMATION AND MATERIALS CONTAINED IN ORDESCRIBED ON THE SEARS SITE, IN ANY MANNER WHATSOEVER, SHALL BE LIMITED TO ONEHUNDRED UNITED STATES DOLLARS ($100.00). THIS LIMITATION SHALL APPLYNOTWITHSTANDING ANY FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDYPROVIDED HEREIN.
Third Party Advertisements and Links to Third Party Sites
We may displayadvertisements from third parties on the Sears Site, such as banneradvertisements, pop-up texts, and links to third party sites. We are notresponsible for the content of such advertisements or links, or for anyproducts, services or other materials relating to such advertisements, anylinked site, or any link contained in a linked site. The display of anyadvertisement or link does not imply endorsement by us of the advertisement orlinked site or any content therein. IN NO EVENT WILL WE BE LIABLE, DIRECTLY ORINDIRECTLY, TO ANYONE FOR ANY DAMAGE OR LOSS ARISING FROM OR RELATING TO ANYUSE, CONTINUED USE OR RELIANCE ON ANY ADVERTISEMENT DISPLAYED ON THE SEARSSITE, ANY PRODUCTS, SERVICES OR OTHER MATERIALS RELATING TO ANY SUCHADVERTISEMENT, ANY LINKED THIRD-PARTY SITE, OR ANY LINK CONTAINED IN A LINKEDSITE.
Returns and Cancellations
Orders you submit onlinemay be cancelled until they are processed. Orders with a status of"Processing" may not be cancelled, and you must wait until yourreceive the merchandise in order to return it. Order status can be checkedonline by logging into your user account. All returns of merchandise are subject tothe Sears Returns & Cancellations policy. Please click on thepolicy for more details. Products fulfilled by third party merchants, such asitems sold by Sears Marketplace sellers, are subject to the third partymerchant's individual returns and cancellations policies. If you are purchasingan item from a third party merchant, please see the third party merchant's pagefor details.
Placing an Order
For details on how to placeorders on the Sears Site, please click here. Sears currently ships to locations within the 50 UnitedStates via UPS, and APO/FPO addresses via USPS. Sears currently ships to someinternational locations via a third party partner. For details on internationalshipping, please see Sears International Shipping policy.
To see Sears' shipping anddelivery policies in more detail, including product specific guidelines, pleasesee the Sears Shipping & Delivery policy. Sears offers optionalstore pickup for items ordered online, according to theShip to a Sears Store guidelines. Sears does not currentlyship to Puerto Rico, Guam or the US Virgin Islands. Some oversized itemsrequiring freight delivery cannot be shipped to Alaska or Hawaii. Sears giftcards are shipped via USPS within the continental United States, as well asAlaska, Hawaii and Puerto Rico. The risk of loss and title for all merchandiseordered on the Sears Site passes to you when the merchandise is delivered tothe shipping carrier. You may purchase merchandise from the Sears Site by usingany one of the options listed in “Payment Options” section of our How to Order page. Sears reserves the right to change itspayment procedures at any time without prior notice to you.
Sears charges sales tax formerchandise ordered on the Sears Site based on the applicable state sales taxrate of the location to which the order is being shipped.
Some products offeredthrough the Sears Site may be fulfilled by third-party sellers, such as SearsMarketplace items. Third-party/Marketplace sellers' shipping and deliverypolicies may differ from those offered by Sears. When ordering a product soldby a third-party or Marketplace seller, you should check their page for detailson their shipping and delivery policies. Sears is an agent ofthird-party/Marketplace sellers for the sole and express purpose of receiving fundsas payment for their merchandise sold on the Sears Site, and transmitting thosefunds to the third party/Marketplace seller. You agree that Sears' receipt offunds on behalf of a Marketplace seller is tantamount to receipt of the fundsdirectly by the Marketplace seller, even if such funds are not subsequentlyremitted to the Marketplace seller for any reason; when you tender payment toSears for third-party/Marketplace merchandise, you have fulfilled yourobligation to purchase such merchandise.
You should contactthird-party/Marketplace sellers directly via the contact information providedfor any inquiries or customer service issues related to their merchandise, suchas returns, or warranty issues. As payment agent, Sears will refund any moneyto you for returns of third-party/Marketplace merchandise via the paymentmethod used to purchase the merchandise, after we receive notice from thethird-party/Marketplace seller that you have returned merchandise to them inaccordance with their return policy.
Sears reserves the right torefuse or cancel any orders placed for products and/or services which the saleor use of such product and/or service in your state or jurisdiction isrestricted or prohibited.
To properly serve allcustomers, Sears reserves the right to limit quantities of orders to only one(1) of any such item(s) purchased. Sears further reserves the right to cancelmultiple orders of any limited quantity item purchased by the same User and/orshipped to the same delivery address. Commercial use of the Sears site isexpressly prohibited. Sears reserves the right to cancel any orders that itdetermines in its sole discretion are made for commercial resale purposes.
Sears may displayadvertising prints for products sold through a Sears Site. Sears attempts todisplay the colors of the products shown on the Sears Site as accurately aspossible. However, we cannot guarantee that the color you see matches theproduct color, as the display color depends, in part, upon the monitor used byyou.
Pricing errors may occur onthe Sears Site from time to time, on items sold by Sears, or items sold bythird party sellers on Sears Marketplace. Sears attempts to correct all pricingerrors as soon as they are discovered, or as soon as Sears receives notice ofan error. Sears reserves the right to cancel any orders containing pricingerrors, with no further obligations to you, even after your receipt of an orderconfirmation or shipping notice from Sears. Any payments you make to Sears fororders that are cancelled due to pricing errors will be refunded.
Changes to Terms
We reserve the right to makechanges at any time to these Terms. Any modifications to these Terms will beeffective upon posting. You agree to review the Terms periodically so that youare aware of any modifications. Your continued use of the Sears Site after anymodifications indicates your acceptance of the modified Terms.
You agree that by enteringinto these Terms, you and Sears are each waiving the right to trial by jury andthe ability to participate in a class action.
ALL DISPUTES BETWEEN YOUAND SEARS RELATING IN ANY WAY TO THE SEARS SITE (INCLUDING WITHOUT LIMITATIONORDERS MADE FROM THE SEARS SITE, SEARS’ ADVERTISEMENTS AND DISCLOSURES, EMAILAND MOBILE SMS (TEXT) MESSAGES SEARS SENDS TO YOU, OR RELATING TO THECOLLECTION OR USE OF ANY INFORMATION ABOUT YOU IN CONNECTION WITH THE SEARSSITE), THESE TERMS, OR YOUR STATUS AS A USER WILL BE SUBMITTED TO CONFIDENTIALARBITRATION IN THE FEDERAL JUDICIAL DISTRICT IN WHICH YOU RESIDE, EXCEPT TO THEEXTENT THAT YOU HAVE, IN ANY WAY, VIOLATED OR THREATENED TO VIOLATE ANY COMPANYINTELLECTUAL PROPERTY RIGHT.
Any User who intends toseek arbitration must first send to Sears, by certified mail, a written Noticeof Dispute ("Notice"). The Notice must be mailed to 3333 BeverlyRoad, Hoffman Estates, IL, Attn: Arbitration Intake and copied to SearsHoldings Corporation, 3333 Beverly Road, Hoffman Estates, IL 60179, Attn:General Counsel. The Notice shall describe the nature and basis of the claim ordisputes and the specific relief sought. If we cannot reach an agreement toresolve the claim within thirty (30) days after the Notice is received, eitherparty may commence arbitration.
All arbitrations requiredby these Terms will be conducted under the rules then prevailing of theAmerican Arbitration Association. The arbitrator’s award is binding and may beentered in any court of competent jurisdiction. To the fullest extent permittedby applicable law no arbitration brought under, or with respect to, the SearsSite (including, without limitation, any Sears advertisement or disclosure, anyemail or mobile SMS (text) message that Sears sends to you, the collection oruse of any information about you in connection with the Sears Site), theseTerms or your status as a User is to be joined to an arbitration involving anyother party subject to these Terms whether through class arbitrationproceedings or otherwise. Unless Sears and you agree otherwise, the arbitratormay not consolidate more than one User’s claims, and may not otherwise presideover any form of a representative, private attorney general or classproceeding.
For arbitration claims youassert against Sears in accordance with this section (but not for anyarbitration claim against you) Sears will pay all of your administrative,hearing, and arbitrator’s fees and costs for the arbitration (but not the fees,expenses, and costs of your lawyers, experts, or witnesses) in excess of anyfiling fee you would have been required to pay to file the claim as a lawsuitin a state or federal court (whichever is greater) in the judicial district inwhich you reside. Unless unlawful, Sears will pay its, and you will pay your,lawyers’, experts’, and witness fees, expenses, and costs with respect to allclaims. The arbitrator may award money or equitable relief in favor of only theindividual party seeking relief and only to the extent necessary to providerelief warranted by that party’s individual claim. Similarly, an arbitrationaward and any judgment confirming it apply only to that specific case; itcannot be used in any other case except to enforce the award itself. To reducethe time and expense of the arbitration, the arbitrator will not provide astatement of reasons for his or her award unless requested to do so by allparties.
TO THE EXTENT PERMITTED BYLAW, YOU WILL NOT AGREE TO ACT AS A REPRESENTATIVE OR A PRIVATE ATTORNEYGENERAL, OR IN ANY OTHER REPRESENTATIVE CAPACITY, OR PARTICIPATE AS A MEMBER OFA CLASS OF CLAIMANTS IN ANY LAWSUIT AGAINST SEARS IN ANY COURT, OR INARBITRATION, WITH RESPECT TO ANY CLAIMS RELATING IN ANY WAY TO THE SEARS SITE(INCLUDING WITHOUT LIMITATION ORDERS MADE FROM THE SEARS SITE, SEARS’ADVERTISEMENTS AND DISCLOSURES, EMAIL AND MOBILE SMS (TEXT) MESSAGES SEARSSENDS TO YOU, OR RELATING TO THE COLLECTION OR USE OF ANY INFORMATION ABOUT YOUIN CONNECTION WITH THE SEARS SITE), THESE TERMS, OR YOUR STATUS AS A USER. THISSECTION (CONFIDENTIAL ARBITRATION) WILL SURVIVE THE TERMINATION OF THERELATIONSHIP BETWEEN YOU AND SEARS.
Sears or you may seekinjunctive relief in any state or federal court in Chicago, Illinois, USA, andCompany and you consent to the exclusive jurisdiction and venue in the stateand federal courts in Chicago, Illinois, USA for injunctive relief purposes.
By visiting the Sears Site,you agree that the laws of the State of Illinois, without regard to principlesof conflict of laws, will govern these Terms and any dispute of any sort thatmight arise between you and Sears.
Contact and Violations
Please contact us with anyquestions regarding these Terms. Please report any violations of the Terms to email@example.com.
One or more patents mayapply to this Web site, including without limitation: U.S. Patent Nos.5,761,649, 5,970,474, 6,330,592, 7,963,441, 8,015,068, 8,301,504, D619,603,D619,604, D619,605, D619,06, D620,021, and D644,649.
SYW Developer Terms
The effective date of these Developer Terms is July 27, 2012 (“Developer Terms”).
Any person (“Developer”) that accesses, registers or uses the ShopYourWay.com Platform for developers or creates an application (“Application”) available for use in connection with the ShopYourWay.com website (“SYW Website”) which is operated and managed by Sears Holdings Management Corporation (“SYW”) (collectively, the “SYW Platform”) agrees to be bound by these Developer Terms.
SYW reserves the right to modify theses Developer Terms at any time without prior notice to Developer. Any modifications to the Developer Terms will be effective upon posting. Developer agrees to review the Developer Terms periodically to be aware of any modifications. Developer’s continued use of the SYW Platform after any modifications indicates acceptance of the modified Developer Terms. Therefore, SYW recommend that Developer read these Developer Terms carefully each time Developer visits the SYW Platform.
Please note that the guidelines, policies and other terms and conditions of service and use of other web sites affiliated with SYW may vary from these Developer Terms.
If Developer is unwilling to be bound by these Developer Terms, Developer should not access, register, use or create or develop an Application on the SYW Platform.2. Other Policies and Procedures
These Developer Terms are subject to the following other policies and procedures of SYW:
(a) SYW Terms of Services; and
3.1 Eligibility. The SYW Platform is not targeted towards, nor intended for use by, anyone under the age of 18. By using the SYW Platform, Developer represents and warrants that he or she is 18 years of age or older.
3.2 Developer Registration. In order to access the SYW Platform, Developer will be required to register and to select a password and user name, which shall consist of an email address and a screen name (“User ID”). Developer agrees to provide accurate and complete registration information, and to inform SYW immediately of any updates or other changes to such information. With respect to registration to the SYW Platform, Developer may not: (a) enter, select or use a false name or an email address owned or controlled by another person with the intent to impersonate that person, or (b) use as a User ID a name of another person without appropriate authorization. Failure to comply with the terms of this paragraph shall constitute a material breach of these Developer Terms, which may result in immediate termination of Developer’s account. In addition, SYW reserves the right to refuse registration of or cancel a User ID and account in our discretion. Developer shall be responsible for maintaining the confidentiality of the User ID and password, and Developer is fully responsible for all activities that occur under that User ID and password, whether or not Developer authorizes such activities. Developer agrees to (i) immediately notify SYW of any unauthorized use of a User ID or password of which Developer become aware, and (ii) ensure that Developer logs-out of its account at the end of each session.
3.3 Developer Confidentiality. Developer agrees that, as between Developer (and those acting on behalf of Developer) and SYW, any and all non-public application protocol interfaces (“APIs”), other “Software” (as defined below), reports, research, materials, data or other information viewed, accessed or provided in connection with APIs and the SYW Platform, including information regarding SYW, its other developers and its users, will be deemed and treated by Developer as confidential information of SYW (“SYW Confidential Information”). Developer shall not disclose such information to any third party without prior written approval by SYW; provided that Developer may, without SYW’s approval, share such SYW Confidential Information with third parties that Developer has hired to develop Applications on its behalf solely for purposes of developing such Application (each a “Sub-Developer”); provided Developer has required such third parties to agree to these Developer Terms including the obligations of confidentiality. Further, Developer shall be responsible for: (a) ensuring that each such Sub-Developer complies with these Developer Terms, and (b) any act or omission of each such Sub-Developer(s). Use of Data is subject to the additional terms set forth herein.
3.4 Developer Application Configuration. In order to provide an Application on the SYW Platform, Developer will have to configure an Application in accordance with the most recent API guidelines (“API Guidelines”) published by SYW from time to time.4. Developer Application Licenses
4.1 SYW Platform APIs. The APIs and any other software provided or made available by SYW, its Affiliates or its/their respective employees, agents, contractors or representations (collectively “Personnel”), necessary to create and develop an Application on the SYW Platform (collectively, “Software”) are licensed to Developer under these Developer Terms. Developer acknowledges and agrees that the Software is owned by SYW. Subject to the terms and conditions of this Agreement, SYW grants to Developer a limited term, non-exclusive, non-transferable, non-sublicensable license to use the Software solely to create and develop applications on the SYW Platform.
4.2 Restrictions on Use of APIs. Developer shall not, directly or indirectly, or permit any third party to: (a) reverse engineer, decompile, disassemble or otherwise attempt to discover the source code or underlying ideas or algorithms of the Software; (b) modify, translate, or create derivative works based on the Software; (c) rent, lease, distribute, sell, resell, assign, or otherwise transfer its rights to use the Software; (d) use the Software on behalf of any third party other than registered SYW users (e.g., for timesharing, service bureau or other purposes); (e) remove any proprietary notices from the Software or any other materials furnished or made available hereunder; (f) publish or disclose to third parties any evaluation of the Software (unless such restriction is otherwise prohibited by law); or (g) use the Software in automatic, semi-automatic or manual tools designed to create virus signatures, virus detection routines, or any other data or code for detecting malicious code or data.
4.3 Mobile Developer Applications. Developer agrees that, as between Developer (and those acting on behalf of Developer) and SYW, any mobile software development kits (“SDKs”) distributed by SYW are owned or licensed by SYW.5. ShopYourWay.com Rewards
Applications that are games must use “ShopYourWay.com Rewards Points” as their sole and exclusive payment method for all virtual goods and currencies made available to users within the game. Developers who wish to issue “ShopYourWay.com Rewards Points” will be required to sign a separate agreement with SYW. All other payment options are prohibited within games that are Applications unless they use ShopYourWay.com Rewards Points rather than directly through that payment option. By “Payment Method” SYW means any method that allows a user to complete a transaction where the user receives virtual currency or virtual goods in a game that is an Application in exchange for anything of value, including by exchanging monetary value for virtual currency or virtual goods, whether directly at the time of purchase or via any previous transaction such as the user’s earlier purchase of a prepaid gift card or electronic code. In-game rewards of virtual currency or virtual goods earned by users through game-play activity alone are exempt from this definition.6. Charges
6.1 Payment Account / Processor. These Developer Terms cover Applications that are distributed for free or for a charge. In order to charge for an Application, the Developer must use a payment process pre-approved by SYW (which may include Developer agreeing to additional terms and conditions required by SYW).
6.2 Pricing and Taxes. Developer has the right to establish any or no charge for an Application. The charge set for an Application will determine the amount of payment Developer will receive. Developer is responsible for determining if an Application is taxable and the applicable tax rate. Developer is responsible for remitting taxes to the appropriate taxing authority.7. Applications Purposes and Restrictions
7.1 General Compliance.
(a) Developer shall not violate any laws, rules, regulations or the rights of any individual or entity, including any privacy laws, rule, regulations, and shall not expose SYW or any SYW Website users to harm or legal liability as determined by SYW in our sole discretion. In particular Developer will (if applicable): (i) comply with the Video Privacy Protection Act (VPPA), and (ii) obtain any opt-in consent necessary from users so that user data subject to the VPPA may be shared on the SYW Website. Developer represents that any disclosure to SYW will not be incidental to the ordinary course of Developer’s business.
(b) Developer will not violate any of the policies or procedures of the SYW Platform, including that Developer will not collect User IDs or passwords from the SYW Website. Developer must not include functionality that proxies, requests or collects User IDs, passwords or information regarding payment methods.
(c) Developer shall not circumvent (or claim to circumvent) our intended limitations on core features and functionality.
(d) If Developer offers a service for a user that integrates user data into a physical product (such as a scrapbook or calendar), Developer must only create a physical product for that user’s personal and non-commercial use.
(e) Nothing under these Developer Terms grants Developer any permission to use any trademarks or service marks (including logos or slogans), copyrights or other intellectual property rights of SYW.
(f) Developer shall not use or make derivative use of SYW icons, or use terms for SYW features and functionality, if such use could confuse users into thinking that the reference is to SYW features or functionality.
(g) Developer must follow the guidelines set forth in most recent SYW Branding Guidelines published by SYW from time to time.
(h) Developer will not promote an application so that it falsely creates an association between SYW and Developer or otherwise falsely misleads users into believing there is an association between SYW and Developer.
(i) Developer must not: (I) include advertisements or promotions in any Application, (II) cross-promote any application (or version of any application) not available on the SYW Platform, or (III) provide web search functionality in content distributed through the SYW Platform.
7.2 Technical Compliance.
(a) An Application may not exceed the following thresholds: (>100,000 MAU) or (>500,000 API calls per day) or (>500,000 impressions per day). If an Application exceeds or may exceed these thresholds, please contact SYW at firstname.lastname@example.org for approval. As of the Effective Date, SYW does not impose charges on Applications. SYW reserves the right to impose charges in the future on Applications that exceed a certain level of usage (e.g., those that exceed 50,000 monthly page views).
(b) Developer’s Application will not integrate with or redirect to any other application on third party application SYW Platform.
7.3 SYW Website and SYW Platform Policies.
(a) The purpose of Applications should not be to redirect users outside of the SYW Website. An Application may not integrate, link to, promote, distribute, or redirect to any app on any other competing social or ecommerce SYW Platform.
(b) Any applications created or developed on the SYW Platform shall be unique to the SYW Platform and not available on third party applications SYW Platforms unless expressly authorized in writing by SYW or under these Developer Terms.
(c) Developer will obtain the express permission of a user in order to use any information provided through the SYW Website outside of the SYW Website. Developer will not use any information from a third party obtained through a user.
(d) When a user visits a page for an Application on the SYW Website or a page for Developer’s company on the SYW Website, if they have not given explicit permission by authorizing an Application or directly provided information to company page, Developer may only use information obtained from SYW and the user’s interaction with the company page in connection with that company page. For example, although Developer may use aggregate analytics for a company page, but Developer will not combine information from any other sources to customize the user’s experience on that page and may not use any information about the user’s interaction with such page in any other context (such as analytics or customization across other pages or websites).
(e) Developer will not transfer any data (including aggregate or anonymized data) received from SYW through any means for any purposes (including for an Application or for any third party) regardless if the user consents to such transfer. Developer will not directly or indirectly transfer any data Developer receives from SYW or through the SYW Platform, including user data or User IDs, to (or use such data in connection with) any ad network, ad exchange, data broker, or other advertising or monetization related toolset, even if a user consents to such transfer or use. By indirectly, SYW means Developer cannot, for example, transfer data to a third party who then transfers the data to an ad network. By any data, SYW means all data obtained through the SYW Platform (API, Social Plugins, etc.), including aggregate, anonymous or derivative data.
7.4 Developer’s Application.
(b) Developer will only request the data Developer needs to operate its Application. Developer will not transfer any data for use outside of an Application. A user’s friends’ data provided by SYW for use by a user can only be used in the context of that user’s experience on an Application.
(c) Subject to certain restrictions, including on transfer, users give Developer their Basic Information (defined below) when they connect with an Application. For all other data obtained through use of the API, Developer must obtain explicit consent from the user who provided the data to SYW before using it for any purpose other than displaying it back to the user on an Application.
(d) Developer will not use User IDs for any purpose outside an Application (e.g., infrastructure, code, or services necessary to build and run an Application). User IDs may be used with external services that Developer uses to build and run an Application, such as a web infrastructure service or a distributed computing SYW Platform, but only if those services are necessary to running an Application, are designed and operated in a secure manner that protects the User IDs and the service has a contractual obligation with Developer to keep User IDs confidential.
(e) Developer must receive SYW express written permission to share SYW Confidential Information outside of the Application. If Developer needs an anonymous unique identifier to share outside an Application with third parties such as content partners, advertisers, or ad networks, Developer must use a number provided by SYW via its API. Developer must never share this anonymous unique identifier with a data broker, information broker, or any other service that SYW may define as such under our sole discretion.
(f) Developer will not sell any data. If Developer is acquired by or merges with a third party, Developer can continue to use user data within an Application, but cannot transfer data outside an Application.
(g) Developer will at regular intervals (as determined by SYW), and immediately upon SYW’s request provide SYW with all data gather by the Application from SYW users.
(h) Unless otherwise agreed to in writing by SYW, if Developer stops using the SYW Platform or SYW disables an Application, Developer shall notify SYW and shall, at SYW’s option, either transfer all data to SYW or delete all data unless: (i) Developer has received explicit consent from the user to retain their data; or (ii) Developer is otherwise required by law to retain such information.
(i) Developer cannot use a user’s list of friends outside of an Application, even if a user consents to such use, but Developer can use connections between users who have both connected to an Application.
(j) Developer will delete all data Developer receives from SYW concerning a user if the user asks Developer to do so, and will provide an easily accessible mechanism for users to make such a request. SYW may require Developer to delete data received from the API if Developer violates our Developer Terms.
(k) Developer will not include data received from SYW concerning a user in any advertising creative, even if a user consents to such use.
(l) Developer must not give Developer’s secret access key (or other account identifiers) to another party, unless that party is an agent acting on Developer’s behalf as an operator of an Application. Developer is responsible for all activities that occur under Developer’s account identifiers.
(m) Developer will cease use of all data if Developer stops use of the SYW Platform or SYW terminates Developer’s account or Application unless Developer has received express written consent from the user to use such data outside of the application after termination or cessation of Developer’s account or application.
(n) All Applications must run on the server side and must not install software on the user device. Applications may reward users with virtual currency or virtual goods in exchange for user actions that do not involve third parties, but rewards for user actions that involve third parties must be powered by SYW Rewards Points. Developer must purchase from SYW, pursuant to a separate agreement, any and all SYW Reward Points it wishes to offer. For example, Developer may not reward users with virtual currency or virtual goods in exchange for any action in which personally identifiable information is shared with a third party, Developer may not reward users with virtual currency or virtual goods in exchange for third party downloads, such as toolbars or ringtones, and Developer may not reward users with virtual currency for engaging in passive actions offered by third parties, such as watching a video, playing a mini-game, or taking an anonymous poll.
(o) Developer is responsible for all content of and within an Application, including advertisements, user-generated content, and any content hosted, streamed or otherwise delivered to users by third parties. Developer must make it clear that this content is not provided by SYW.
(p) Developer will ensure that Developer has all rights necessary to provide an Application including rights to such Application and to the content within such Application. Developer shall use commercially reasonable technology to block access to an Application or an Application’s content in countries where Developer is unauthorized to deliver such content, or where delivery of such content would otherwise infringe, violate or misappropriate the rights of a third party.
(q) Developer must ensure that it owns or has secured all rights necessary to copy, display, distribute, deliver, render and publicly perform all content of or within an Application to users in all countries where Developer makes the content available.
(r) Developer is responsible for all licensing, reporting and payout obligations to third parties required in connection with content of or within an Application.
(s) Although SYW has no obligation to do so, in our sole discretion SYW may request, and Developer is required to provide SYW, proof that an Application and any content of or within an Application is properly licensed.
7.5 Prohibited Content.
(a) Developer agrees that Developer will not promote, or provide content referencing, facilitating, containing or using, the following:
- Alcohol-related content, or sale of tobacco products, ammunition and/or firearms;
- Content that infringes upon the rights of any third party, including intellectual property rights, privacy, publicity, moral or other personal or proprietary right, or that is deceptive or fraudulent;
- Online gambling, games of skill or lotteries, including online casinos, sports books, bingo, or poker.
- Illegal activity and/or illegal contests, pyramid schemes, sweepstakes or chain letters.
- Content that is hateful, threatening, defamatory, or pornographic; incites violence; or contains nudity or graphic or gratuitous violence.
(b) Developer must not pre-fill fields on SYW where user generated information is requested.
(c) If a user grants Developer the right to publish content on the user’s behalf, Developer must still obtain consent from the user before taking any action on the user’s behalf, such as publishing content or creating a poll. Developer must at all times respect the privacy settings of the user and most ensure that such privacy preferences are followed for content generated by the Application on the user’s behalf.
(d) SYW Platform integrations, including social plugins:
- Developer’s advertisements must not include or be paired with any SYW Platform integrations, including social plugins such as a Like It, Want It or Have it button or a SYW box pluggin (each a “SYW External Feature”) , without our written permission.
- Developer must not sell or purchase placement of a SYW External Feature.
- Developer must not incentivize users to provide feedback such as “Like it, Want it, or Have it” for any Application other than Developer’s own Application, and any incentive Developer provides must be non-monetary and must be available to new and existing users who perform such actions.
- Developer must not obscure or cover elements of our social plugins, such as the SYW External Feature.
- Ad networks, ad exchanges, and data brokers must not use the SYW Platform, logos, and trademarks (including APIs, and social plugins).
(e) Messaging (e.g., email sent to an @shopyourway.com address) is designed for communication between users, and not a channel for Applications (or Developers) to communicate directly with users. Applications and Developers must use communicate with users on the SYW Platform through the means provided by SYW APIs. Applications (and Developers) must receive express consent from the user before communicating with them outside of the SYW Platform. All communication (whether on SYW Platform or off) by an Application or a Developer must conform all requirements of these Developer Terms.
7.6 Application Support.
(a) Developer will be solely responsible for support and maintenance of Applications and any complaints about an Application. Developer’s contact information will be displayed in each application detail page and made available to users for customer support purposes.
(b) Failure to provide adequate support for an Application may result in low Application ratings, less prominent product exposure, low sales and billing disputes.8. Special Provisions
(a) Developer is responsible for an Application and its content and all uses Developer makes of the SYW Platform. This includes ensuring an Application or use of the SYW Platform meets our Developer Terms.
(b) Developer will only request data Developer needs to operate an Application.
(e) Developer will delete all data Developer receives from SYW concerning a user if the user asks Developer to do so, and will provide a mechanism for users to make such a request.
(f) Developer will not include data Developer receives from SYW concerning a user in any advertising creative.
(g) Developer will not directly or indirectly transfer any data Developer receives from SYW to (or use such data in connection with) any ad network, ad exchange, data broker, or other advertising related toolset, even if a user consents to that transfer or use.
(h) Developer will not sell user data. If Developer is acquired by or merges with a third party, Developer can continue to use user data within an Application, but Developer cannot transfer user data outside of an Application.
(i) SYW can require Developer to delete user data if Developer uses it in a way that SYW determines is inconsistent with users’ expectations.
(j) SYW can limit Developer’s access to data.
(k) Developer will comply with all other restrictions contained in our Developer Terms.
(l) Developer will not give SYW information that Developer independently collects from a user or a user’s content without that user’s consent.
(m) Developer will make it easy for users to remove or disconnect from an Application.
(n) Developer will make it easy for users to contact Developer. SYW can also share Developer’s email address with users and others claiming that Developer has infringed or otherwise violated their rights.
(o) Developer will provide customer support for an Application.
(p) Developer will not show third party ads or web search boxes on SYW.
(q) Developer will not sell, transfer, or sublicense our Software to anyone.
(r) Developer will not misrepresent Developer’s relationship with SYW to others.
(s) Developer may use the logos SYW makes available to developers, in the manner provided, subject to SYW rules regarding their use and SYW’s right to revoke such right at any time.
(t) SYW can issue a press release describing our relationship with Developer. Developer will not publicly discuss our relationship without SYW prior written approval.
(u) Developer will comply with all applicable laws, including having a policy for removing infringing content and terminating repeat infringers that complies with the Digital Millennium Copyright Act.
(v) SYW does not guarantee that the SYW Platform will always be free.
(w) Developer gives SYW all rights necessary to enable an Application to work with SYW, including the right to incorporate content and information Developer provide to SYW into streams, profiles, and user action stories.
(x) Developer gives SYW the right to link to or frame an Application, and place content, including ads, around an Application.
(y) SYW can analyze an Application, content, and data for any purpose, including commercial (such as for targeting the delivery of advertisements and indexing content for search).
(z) To ensure an Application is safe for users, SYW can audit it.
(aa) SYW can create applications that offer the same or similar features and services to, or otherwise compete with, an Application.
(bb) Notwithstanding any other provision of these Developer Terms, all approvals or consents that SYW is entitled to giver hereunder shall be at SYW sole discretion; and SYW may condition its approval/consent upon changes or additions to the Developer Terms, Developer agreeing to new Terms, and/or the payment of monies.9. Definitions
(a) By “Application”, SYW means an application, SYW Platform integration, or any other technical integration SYW has assigned an application identification number.
(b) By “SYW social channel”, App Tag Page, Feed, Requests (including invites), or any other feature of a user profile or SYW communication channel in which or through which an application can provide, display, or deliver content directed at, on behalf of, or by permission of a user.
(c) By “Basic Information”, SYW means name, email, gender, birthday, current city, and profile picture URL, to the extent available.
(d) By “User data you receive from SYW”, SYW means any data or content (including any images, text, or other information or materials) Developer receives from SYW, that was provided by users to SYW, or was associated by SYW with a particular user.10. Enforcement
SYW can take enforcement action against Developer and any or all Applications if SYW determines in our sole judgment that Developer or an Application violates these Developer Terms. Enforcement action includes self help, both automated and manual, and can include disabling an Application, restricting Developer and an Application’s access to the SYW Platform functionality, terminating our agreements with Developer, or any other action as SYW, in our sole discretion, deems appropriate.
Communication with developers takes place via an email sent from the SYW Website to the Developer contact email address registered to the application. To stay in touch, please ensure that Developer’s email address is current and that Developer does not filter out any such messages.11. Limitations on Liability
IN NO EVENT WILL SYW BE LIABLE, DIRECTLY OR INDIRECTLY, TO ANYONE FOR ANY DAMAGE OR LOSS OF ANY NATURE WHATSOEVER ARISING FROM OR RELATING TO ANY USE, CONTINUED USE OR RELIANCE ON ANY USER CONTENT, ANY ERROR OR OMISSION IN ANY USER CONTENT, ANY CLAIM THAT ANY USER CONTENT IS DEFAMATORY, LIBELOUS OR VIOLATES ANY RIGHT OF ANY THIRD PARTY, OR THE DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT OF ANY USER OR THIRD PARTY. DEVELOPER EXPRESSLY AGREES THAT DEVELOPER BEARS ANY AND ALL RISKS ASSOCIATED WITH DEVELOPER’S ACCESS TO, CONTRIBUTION TO, USE OF AND/OR RELIANCE ON USER CONTENT. IN NO EVENT SHALL SYW, ITS AFFILIATES, OR ITS/THEIR SHAREHOLDERS, DIRECTORS, OFFICERS, MEMBERS, MANAGERS, EMPLOYEES, AGENTS OR REPRESENTATIVES OF ANY OF THE FOREGOING, BE LIABLE TO DEVELOPER OR ANY THIRD PARTY FOR DAMAGES OF ANY KIND (INCLUDING ANY DIRECT, EXEMPLARY, INDIRECT, SPECIAL, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES OR DAMAGES FOR LOSS OF PROFITS, GOODWILL OR REVENUE, BUSINESS INTERRUPTION, OR LOSS OF DATA) ARISING OUT OF THE USE OF, ACCESS TO, RELIANCE ON, UNAVAILABILITY OF, INABILITY TO USE, OR IMPROPER USE OF THE SYW PLATFORM, INCLUDING ANY USER CONTENT, REVIEWS, ADVICE, SERVICES, PRODUCTS, AND OTHER INFORMATION AND MATERIALS CONTAINED IN OR DESCRIBED ON THE SYW PLATFORM, OR THE DISCLOSURE OR MISUSE OF ANY USER’S PERSONAL INFORMATION, EVEN IF THEY HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, OR OTHERWISE. IN ANY EVENT, SYW’ RESPECTIVE TOTAL MAXIMUM LIABILITY IN RESPECT OF THE SYW PLATFORM OR ANY PART THEREOF, INCLUDING THE USER CONTENT, REVIEWS, ADVICE, SERVICES, PRODUCTS, AND OTHER INFORMATION AND MATERIALS CONTAINED IN OR DESCRIBED ON THE SYW PLATFORM, IN ANY MANNER WHATSOEVER, SHALL BE LIMITED TO ONE HUNDRED UNITED STATES DOLLARS ($100.00). THIS LIMITATION SHALL APPLY NOTWITHSTANDING ANY FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDY PROVIDED HEREIN.12. Indemnity
Developer agrees to indemnify and hold SYW and their respective affiliates, licensors, directors, officers, members, managers, employees, agents, and representatives, harmless from and against any losses, costs, expenses or damages of any nature whatsoever (including attorneys fees and court costs) arising from any claim, cause of action, suit or demand of any third party due to, arising out of or related to (i) Developer’s access, registration or use of the SYW Platform, (ii) an Application or creation or development or an Application on the SYW Platform, (iii) any content posted, uploaded or transmitted by or through Developer or an Application, (iv) Developer’s violation of these Developer Terms, (v) any use of Developer’s User ID or password by Developer or any third party, or (vi) the infringement, misappropriation or other violation by Developer, or any third party using Developer’s account or User ID or password, of any intellectual property or other right of any person or entity.13. Disputes
Any dispute relative to the SYW Platform or use or inability to use the SYW Platform will be governed by the laws of the State of Illinois, without regard to its conflict of law provisions. Any dispute relating in any way to Developer’s visit to or participation on the SYW Platform shall be submitted to confidential arbitration in Chicago, Illinois, except that, to the extent Developer have in any manner violated or threatened to violate our intellectual property rights, SYW may seek injunctive or other appropriate relief in any state or federal court in the State of Illinois, and Developer consent to exclusive jurisdiction and venue in such courts. Arbitration under these Developer Terms shall be conducted under the rules then prevailing of the American Arbitration Association. The arbitrator’s award shall be binding and may be entered as a judgment in any court of competent jurisdiction. To the fullest extent permitted by applicable law, no arbitration under these Developer Terms shall be joined to an arbitration involving any other party subject to this Agreement, whether through class arbitration involving any other party subject to these Developer Terms, whether through class arbitration proceedings or otherwise.
14. Applicable Law and Disputes and Arbitration.
You may not assign these Developer Terms or your rights or obligations hereunder without the prior written consent of SYW.17. Not Our Agent
Developer is not authorized to, and Developer will not enter into any agreement, make purchases or incur any other obligation or expense of any kind in the name of or on behalf of SYW under any circumstances.18. Contact and Violations
Please contact SYW with any questions regarding these Developer Terms. Please report any violations of the Developer Terms to email@example.com.