TOPrice grants you a non-exclusive right and license to access and use the Site for personal, noncommercial purposes, other than to purchase or sell items through the Site's Storefronts Service, or to purchase items from third-party merchants accessible via links on the Site. This license does not include and strictly prohibits: any resale of the Site or its contents; any collection and use of any product listings, descriptions, or prices other than as expressly authorized herein; any derivative use of the Site or its contents; or any use of data mining, robots, or similar data gathering and extraction tools. The Site, including its operation, interface and contents, are covered by United States copyright laws and international laws and treaties, and may not be reproduced, duplicated, copied, sold, resold, visited, or otherwise exploited for any unauthorized commercial purpose without the express prior written consent of TOPrice. Any unauthorized use shall immediately terminate the licenses and rights granted by TOPrice and any Licensors hereunder, and may subject you to civil and/or criminal prosecution. You are granted a limited, revocable, and nonexclusive right to create a hyperlink to any page of the Site so long as the link does not portray TOPrice, its subsidiaries, affiliates, Licensors, co-brand partners and other partners or its or their respective services in a false, misleading, derogatory or otherwise offensive or damaging manner. You may not use any TOPrice, subsidiary, affiliate, co-brand partner, or other partner logo or other proprietary graphic or trademark as part of a link to the Site without first obtaining the express written consent of TOPrice, the subsidiary, affiliate, co-brand partner or other partner or Licensor (as applicable).
TOPrice does not guarantee continuous, uninterrupted or secure access to its services or the Site, and the operation of the Site may be interfered with by numerous factors outside or within TOPrice’s control.
CONTENT
TOPrice provides a number of different services to assist you in comparison shopping for products and services on the Site. TOPrice is paid by merchants or other third parties for listing products and services on the Site and for promotions such as featured merchants, featured products and showcases.
TOPrice does not sell, resell or license any of the products listed on the Site, nor is TOPrice acting as an agent of sale, and TOPrice disclaims any responsibility for, or liability related to, such products and services (see Disclaimer of Warranties and Limitation of Liability, below). Any questions, complaints or claims related to any product should be directed to the appropriate merchant or seller.
TOPrice does not warrant that product descriptions, pricing, editorial commentary or any other content of the Site, regardless of its source, is accurate, complete, reliable, current or error-free. Site content is provided for informational purposes only and does not constitute an endorsement by TOPrice of any product, merchant, seller, service, or any reviews or comments thereof regardless of the source of such review or comment. TOPrice assumes no liability for inaccuracy or incompleteness in its search results, editorial content, user ratings (e.g. user merchant rating, or user product rating) or other content on the Site.
CONTENT SUBMISSION
By contributing or submitting any content to the Site, you warrant that you are the author and owner of the intellectual property rights thereto or have the appropriate license and sublicense rights from the owner, and you grant TOPrice a worldwide, perpetual, irrevocable, royalty-free, transferable right and license to use, copy, modify, delete in its entirety, adapt, publish, translate, create derivative works from and/or sell and/or distribute such materials and/or incorporate such materials into any form, medium or technology, and you also grant the right to TOPrice to sublicense any and all of the foregoing rights to third parties, in all cases without compensation to you. In addition, you warrant that all "moral rights" that you may have in those materials have been voluntarily waived by you. None of the materials shall be subject to any obligation of confidence on the part of TOPrice, its agents, subsidiaries, affiliates, Licensors, co-brand partners or other partners and their respective directors, officers, employees, agents and representatives. TOPrice reserves the right to change, condense or delete any content on the Site that TOPrice deems, in its sole discretion, to violate the content guidelines or any other provision of this Agreement.
You agree that you shall not post or provide any information to/for the Sites:
In contributing or submitting any content to the Site, you agree not to use a false or misleading email address, impersonate any person or entity, or otherwise provide any misleading information as to the origin of any content that you submit. You should also note your obligations to indemnify TOPrice (among others) for the content you submit as set forth in the indemnity section, below.
You agree that you will not use any device, software or routine to bypass our robot exclusion headers, or to interfere or attempt to interfere with the proper working of the Site or any sales being conducted through the Site. You agree that you will not take any action that imposes an unreasonable or disproportionately large load on TOPrice's computer systems or communications infrastructure. You agree that you will not use any software robot, spider, other automatic device or manual process to monitor or copy Site pages or the content contained therein without TOPrice's prior written consent.
MERCHANT REVIEWS
You may submit a merchant review through the Expert Ratings System on the Site or through the Customer Review to describe your shopping experiences with merchants.
Upon becoming aware of the same, TOPrice will omit any merchant review that it determines on the face of the review (only) violates any requirements in this Terms of Use or the Member Agreement. TOPrice will not itself edit or modify the contents of a merchant review; it will only remove a review in accordance with the foregoing.
By providing the Invoice Number, you acknowledge and agree that you may be contacted by TOPrice and/or the applicable merchant to which/whom the invoice relates. You acknowledge and agree that your review may not be displayed if the Invoice Number does not match the associated information in TOPrice's records. A merchant may dispute the validity of an invoice identified by you and may submit a complaint to TOPrice. This may result in TOPrice opening a user review inquiry. During the user review inquiry, TOPrice may, in its sole discretion, remove the contested review, and/or require additional data or proof from the user to determine whether the review should remain or be reinstated on the Site. Failure of the user to participate in the user review inquiry will result in the removal of the contested review from the Site.
OTHER BUSINESSES AND LINKS TO OTHER SITES
TOPrice may provide links to the sites of third-party merchants, affiliated companies, co-brand partners and other parties. These links are provided solely as a convenience to you, and do not constitute an endorsement by TOPrice of the content of such third-party sites nor of the business practices of such other businesses, entities or individuals. TOPrice is not responsible for examining or evaluating, and does not warrant or claim responsibility in any way, the products, services, offerings or business practices of any of these businesses, entities or individuals or the content of their web sites. You should carefully review their privacy statements and other conditions of use.
TOPrice has no control over the business practices of any third-party merchant or seller, nor does it control in any way the quality, safety or legality of any item listed on the Site or any business transaction that occurs as a result of products listed on the Site. IN THE EVENT OF A DISPUTE BETWEEN YOU AND A MERCHANT LISTED ON THE SITE, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, YOU RELEASE TOPRICE, ITS SUBSIDIARIES, AFFILIATES, CO-BRAND PARTNERS OR OTHER THIRD PARTIES UNDER CONTRACT WITH TOPRICE, AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AND LEGAL REPRESENTATIVES FROM AND AGAINST CLAIMS AND DAMAGES OF ANY KIND, KNOWN AND UNKNOWN, SUSPECTED AND UNSUSPECTED, DISCLOSED AND UNDISCLOSED, ARISING OUT OF OR IN ANY WAY CONNECTED WITH SUCH A DISPUTE.DISCLAIMER OF WARRANTIES AND LIMITATION OF LIABILITY
THE SITE IS PROVIDED BY TOPRICE ON AN "AS IS" AND ON AN "AS AVAILABLE" BASIS. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, TOPRICE MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE OPERATION OF THE SITE OR THE INFORMATION, CONTENT, GRAPHICS, LINKS, MATERIALS, PRODUCTS, OR SERVICES INCLUDED ON THE SITE, OR THEIR ACCURACY, RELIABILITY, COMPLETENESS OR TIMELINESS. IN ADDITION, THIRD PARTIES PROVIDE SOME OF THE MATERIAL ON THE SITE; TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, TOPRICE SHALL NOT BE RESPONSIBLE FOR ANY SUCH THIRD PARTY MATERIAL. YOU EXPRESSLY AGREE THAT YOUR USE OF THE SITE OR ANY TRANSACTION RESULTING THEREOF IS SOLELY AT YOUR OWN RISK. TOPRICE DOES NOT GUARANTEE CONTINUOUS, UNINTERRUPTED OR SECURE ACCESS TO THE SITE OR THE SERVICES. OPERATION OF THE SITE MAY BE INTERFERED WITH BY NUMEROUS FACTORS OUTSIDE OF TOPRICE'S CONTROL.
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, TOPRICE DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF PROPRIETARY OR THIRD PARTY RIGHTS REGARDING THE SITE. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, TOPRICE MAKES NO WARRANTIES OR REPRESENTATIONS REGARDING ANY PRODUCTS OR SERVICES REVIEWED ON THE SITE OR BOUGHT AND/OR SOLD USING THE SITE, OR THAT SELLERS OR BUYERS WILL PERFORM AS PROMISED BY THEM, OR THAT THE SITE, ITS SERVERS, OR E-MAIL SENT FROM TOPRICE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, TOPRICE WILL NOT BE LIABLE FOR ANY DAMAGES OF ANY KIND ARISING FROM THE USE OF THE SITE, INCLUDING, BUT NOT LIMITED TO, DIRECT, INDIRECT, INCIDENTAL, PUNITIVE AND CONSEQUENTIAL DAMAGES, OR ANY DAMAGES RELATED TO LOSS OF BUSINESS OR BUSINESS OPPORTUNITIES.
INDEMNITY
To the maximum extent permitted by applicable law, you agree to defend, indemnify and hold TOPrice, its subsidiaries, affiliates, co-brand partners, and other parties with which TOPrice is under contract, and their respective officers, directors, employees and agents free and harmless from and against any claims, actions and demands, including, without limitation, any legal and accounting fees resulting from your use of the Site and/or your breach of the Terms of Use and Privacy Statement and/or Member Agreement, and/or resulting from any and all content you submit to TOPrice and/or the Site. TOPrice shall provide notice to you of any such claim, suit or proceeding.
IP OWNERSHIP AND COPYRIGHT INFRINGEMENT
TOPrice disclaims any responsibility for the content of any third party materials provided through or on its Site or other services ("Third Party Content"). TOPrice will respond to notices of alleged infringement regarding Third Party Content sent pursuant to, and in accordance with, the Digital Millennium Copyright Act ("DMCA"), which may include TOPrice removing or disabling access to Third Party Content claimed to be the subject of infringement or other activity. All notices sent to TOPrice regarding matters other than informing TOPrice that a party's copyrighted material may have been infringed (and relating only to Third Party Content) will not receive a response through this process.
Written notification must be submitted to the following Designated Agent:
GENERAL
If any provision of these Terms of Use and Privacy Statement or the Member Agreement is held to be invalid, void or unenforceable for any reason, such provision shall be struck and the remaining provisions shall remain enforceable. Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section. Our failure to act with respect to a breach by you or others does not waive our right to act with respect to subsequent or similar breaches. You agree that these Terms of Use and Privacy Statement and the Member Agreement and all agreements and notices incorporated herein may be automatically assigned by TOPrice, in our sole discretion, to a third party. You may not assign your obligations to any other entity.
SITE POLICIES
Please review TOPrice's other policies posted on the Site, which are incorporated herein by reference.
PRIVACY POLICYWe do not require that you provide, nor do we collect, any personal information if you are just browsing the Site. We may offer on the Site non-transactional and transaction based services ("Service(s)") in which, subject to applicable terms and availability, you may participate (e.g., submitting product reviews or becoming a Member to buy or sell items through the Expert Service). In order to provide you with the Services you request, TOPrice may require that you first provide certain personal information, which we determine is reasonably necessary in order for us to fulfill your request. If you indicate an interest in participating in a Service, we will identify what specific personal information you must provide prior to collecting such information. Any personal information which we collect from you will only be used for the purposes identified in this Privacy Statement, the TOPrice Terms of Use and your applicable Member Agreement with TOPrice, and as may otherwise be indicated at the time the information is collected.
TOPrice will not disclose your personal information to any third party unless: 1) it is necessary in order to provide you with a particular Service you have requested; 2) it is required of TOPrice in order to comply with a legal process in any applicable jurisdiction (e.g., court order, subpoena, search warrant, law enforcement request); 3) TOPrice determines, in its sole discretion, that disclosure is necessary to protect the rights, property, and safety of TOPrice, its subsidiaries, affiliates, co-brand partners or other parties under contract with TOPrice, our users, or others; or 4) you have provided such data through a partner's private-level shopping web site hosted by TOPrice, in which case TOPrice may provide your personal data to that partner (TOPrice is not responsible for its partners' privacy policies or their use, storage and processing of data collected on their web sites). In addition, TOPrice may transmit information to a merchant, such as an invoice number, which may permit the merchant to deduce the identity of a user/reviewer in the event that a merchant disputes a user review on the grounds that a transaction never took place between the user and the merchant and/or an order was never made by the user in each case for the applicable product(s)/service(s).
In certain instances, TOPrice may request that you provide secondary information (e.g., demographic information), which we may use, for example, to learn more about our customers and to develop and improve our services. Any requests for secondary information will be marked "optional" (or its equivalent). We may compile your personal information with that collected from other customers to create aggregate data. Aggregate data is information about groups of customers and, once compiled, will in no way identify you as an individual. We may disclose aggregate data to our business affiliates, advertisers, and other parties.
Our web servers collect from Site visitors’ statistical information regarding what pages are visited, the date and time of the visits, how long it took a user to download a page, and the TCP/IP address of the user. These automated server functions do not collect this information in a manner intended to identify your individual use of the Site, nor do we use this information for any such purpose. This information is collected to assist us in maintaining a high quality site, as well as, providing necessary traffic information to our advertisers. We currently contract with several online partners to help manage and optimize our Internet business and communications. We use the services of a marketing company to help us measure the effectiveness of our advertising and how visitors use our site. To do this, we use Web beacons and cookies provided by our marketing company on this site. The type of information we collect includes the product codes and prices for merchandise that visitors purchase, and the pages visited. By supplementing our records, this information helps us learn things like what pages are most attractive to our visitors, which of our products most interest our customers, and what kinds of offers our customers like to see.
The Site contains cookie technology, which collects non-personal information about you which is used to customize the Site for your future use. For example, we utilize a cookie in the BottomLinePrice feature of the Site to store the zip code that you are using to provide customized shipping and sales tax information. In conjunction with our in-house advertising, we use third-party advertising companies to place customized advertisements on the pages you view on the Site. Our third-party advertising companies also separately place or recognize a cookie file on your browser in the course of delivering advertisements to the Site. These companies may use non-personal information collected by the cookies about your visits to the Site and other web sites in order to provide you with advertisements about goods and services of interest to you.
The Site contains links to web sites of third parties. TOPrice is not responsible for the actions of these third parties, including their privacy practices and any content posted on their web sites. We encourage you to review their privacy policies to learn more about what, why and how they collect and use personal information. TOPrice adheres to industry recognized standards to secure any personal information in our possession, and to secure it from unauthorized access and tampering. However, as is true with all online actions, it is possible that third parties may unlawfully intercept transmissions of personal information, or other users of the Site may misuse or abuse your personal information that they may collect from the Site.
TOPrice uses third-party advertising companies to serve our ads on the Site. These third-party advertising companies employ cookie and 1x1 pixel .gifs or web beacons to measure and improve the effectiveness of ads for their clients. To do so, these companies may use anonymous information about your visits to our website and other websites, but will not collect any information which can personally identify you or can be linked to you. This information can include: date/time of banner ad shown, the banner ad that was shown, their cookie, and the IP address. This information can also be used for online preference marketing purposes.
Copyrights and Trademarks
All content, graphics, format, design, the user interface and other copyrighted material on the Site (collectively, "materials") are protected by copyright law and other intellectual property laws, and are owned by TOPrice and/or its licensors (as the case may be). The materials from the Site are only available for informational and non-commercial offline use, provided that: the materials are not modified in any way; all copyright and other proprietary notices and markings are retained and reproduced in their entirety on any copy made from any material on the Site; and TOPrice has, in its sole discretion, given its prior written approval to such use of the Site's materials. Any requests to re-use the Site's materials should be sent to: office@toprice.
