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Terms of Use

Date Last Revised: January 1, 2012

This page (together with the documents referred to on it) informs you of the terms and conditions ("Terms") that apply to your access and use of the ShopMyNeighborhood® website located at www.ShopMyNeighborhood.com ("Site") maintained by Targeted Shopping Solutions, Inc. ("SMN", "we" or "us"). By using the Site, you agree to be bound by the Terms and SMN's Privacy Policy as it may be amended from time to time in the future (See "Modifications to Terms" below).

Acceptance of Terms

By using the information, tools, features and functionality located on the Site (collectively, the "Service"), you agree to be bound by this Agreement, whether you are a "Visitor" (which means that you simply browse the Site) or you are a "Member" (which means that you have registered with us). The term "you" or "User" refers to a Visitor or a Member. If you wish to become a Member, communicate with other Members and make use of the Service, you must read this Agreement and indicate your acceptance during the Registration process.

Individual consumer Members that register for a Member Account and use a SMN Card (each as defined in the Terms and Conditions for the SMN Membership Card) are referred to in this Agreement as "Shoppers". Businesses that become Members are referred to in this Agreement as "Merchants". Charitable, civic and non-profit organizations that become Members are referred to in this Agreement as "Community Groups". Unless otherwise specified, all terms of this Agreement that apply to Members apply equally to Shoppers, Merchants and Community Groups. Merchants that have entered into a Merchant Membership Agreement between such Merchant and SMN (a "Merchant Agreement") should be aware that certain terms and conditions of this Agreement are subject to the terms and conditions of such Merchant Agreement.

You may not use the Service and you may not accept this Agreement if you are not of a legal age to form a binding contract with SMN.

If you accept this Agreement, you represent that you have the capacity to be bound by it or if you are acting on behalf of a company or entity (including a charitable, civic or non-profit organization) that you have the authority to bind such entity. Before you continue, you should print or save a local copy of this Agreement for your records.

Termination

We may terminate your use of the Site without prior notice for any reason, at our sole discretion, including without limitation, if we believe that you have violated these Terms. You may discontinue your access to the Site or the Service at any time.

Privacy Policy

Your privacy is important to us. All information collected from you in connection with your use of the Site is governed by our Privacy Policy which is incorporated into these Terms. The Privacy Policy explains how SMN treats your personal information when you access the Site and use the Service. The Privacy Policy may be updated from time to time at our discretion. Modifications will be effective upon posting to the Site.

Modifications to Terms

SMN may change these Terms from time to time. We will notify you of such changes by posting the amended Terms on the Site. These Terms, as amended, will be effective upon acceptance in registration for new users and are otherwise effective for all users upon posting of any amended terms to the Site.

Modifications to the Site or Service

We reserve the right to modify the Site or to change or discontinue any portion of the Service offered on the Site with or without notice to you. We shall not be liable to you or to any third party should we exercise our right to modify the Site or to change or discontinue our Service offerings. If you object to any change to the Site or our services, your sole recourse will be to discontinue using the Site or Service. Your continued access to the Site or use of the Service will indicate your acceptance of such changes.

Description of the Service

The Service is (a) a local shopper program that offers and redeems coupons, discounts and rewards for consumers; (b) a platform for participating businesses to attract and retain customers; and (c) a promotional vehicle for charitable and civic organizations.

The Service enables Shoppers to search for and obtain information about Merchants; receive and redeem coupons and discounts at Merchants; earn rewards for making purchases from Merchants; designate Community Groups to receive donations that will be made by SMN on behalf of participating Merchants; and share information, feedback and experiences with Merchants, Community Groups and other Shoppers.

The Service enables Merchants to promote themselves and their products or services to Shoppers; provide promotional marketing and discounted offers to Shoppers; and obtain, manage, and analyze Aggregate Data and Member Data relating to the purchasing behavior of their customers who are Shoppers.

The Service enables Community Groups to educate Shoppers about their mission and activities; recruit members; and become eligible to receive cash contributions from SMN on behalf of participating Merchants. There is no charge to Shoppers or Community Groups to use the Service. Merchants are required to pay the fees specified in the Merchant Agreement between the Merchant and SMN.

Member Information

To provide the Service, SMN must obtain and use certain types of information pertaining to Shoppers, Merchants and third party vendors ("Platform Data"). The Platform Data is required, among other things, to ensure the accuracy of SMN's records and accounts; determine eligibility for and facilitate the offering of discounts, coupons, and other rewards; and to ensure proper settlement of transactions, application of coupons and rewards, contributions to Community Groups and Merchant fees. SMN agrees that Platform Data will be used only for the purpose of providing the Service.

Some of the Platform Data is required to be provided by Members ("Member Data") and some is obtained pursuant to agreements with one or more third-party vendors or market partners ("Transaction Data"). You agree to provide all Member Data required of you on the Site and you authorize SMN to obtain from third-party vendors Transaction Data and such other Platform Data as SMN may deem appropriate and to use all such Platform Data for the purpose of providing the Service. You understand that upon registration on the Site, you provide certain Member Data. Such Member Data is essential to our ability to provide the Service to you and other Members.

The Service is a Web-based service and you bear the same risks that you bear when you use any Web site or Web-based application. These risks include, but are not limited to, SMN's loss of data, failure to receive data, receipt of corrupted data and other technical difficulties that may result in service interruptions. It is not possible for SMN to foresee specific instances of these and other risks and SMN does not assume responsibility for the timeliness, completeness, accuracy, deletion, non-delivery or failure to store any Platform Data, other user data, communications (including reviews) or personalization settings.

SMN endeavors to obtain Transaction Data for specified cards used at a Merchant. However, the availability of Transaction Data is not within SMN's control and from time to time SMN may not be able to process transactions through the Service that were approved at the Merchant's point of sale. If you experience this please contact Customer Service by email to Service@ShopMyNeighborhood.com.

Member Discounts, Coupons and Rewards

After you become a Shopper you may be eligible to redeem Offers. For purposes hereof, an "Offer" shall mean coupons, discounts, or rewards provided to Members by merchants based on a combination of the Transaction Data obtained from Member's use of the SMN Card at the point of sale at participating Merchants and Member Data and Aggregate Data. Each purchase by a Shopper from a Merchant of qualified products and services subject to an Offer that is attributed to the SMN Card is referred to in this Agreement as a "Qualifying Transaction". The Offers will be in the form of (a) coupons or discounted prices on products and services and (b) rewards that may be available based upon a Member's Transaction Data related to a particular Merchant. As a Member you are eligible for various types of Offers which will be redeemed using the SMN Card at the Merchant point of sale.

Merchants will make promotional Offers or provide offers of coupons for goods and services selected by the participating Merchant. Merchants may create additional Offers for which you may not be eligible or for which your eligibility depends on your fulfillment of certain conditions. Merchants may modify or cancel Offers (other than required Offers) at any time by publishing the changes on their profile page. SMN is not responsible for Shoppers understanding, qualification for or compliance with the terms and conditions applicable to Offers.

A current list of Merchants is available at the Search for Merchants tab on the Site. Merchants are added to or withdrawn from the Service from time to time and Merchant Offers may vary from time to time. If a particular Merchant does not appear in the Merchant Directory on the date you purchase a service or product from a particular Merchant, that Merchant is not participating in the Service at the then-current time and is not permitted to redeem Offers and the transaction is not a Qualifying Transaction.

Merchants are responsible for the accuracy, completeness and timeliness of their Transaction Data. If a Merchant fails to provide accurate, complete and timely Transaction Data with respect to any transaction, or if a Merchant withholds Platform Data or payment to SMN in respect of any transaction for any reason, SMN reserves the right to cancel the coupon, discount or reward associated with such transaction. Rewards are subject to adjustment for returns, cancellations, and other events. Such adjustments may be applied to Member accounts at any time by SMN at its sole discretion. Any redemption of coupons, discounts, or rewards are solely the obligation of the Merchant.

SMN automatically converts one percent (1%) of any Qualifying Transaction to cash value for donation to the Member-designated Community Group. The amount contributed to each Community Group will depend on the total amount of Qualifying Transactions by Members who designate such Community Group to receive contributions.

Merchants and Community Groups

SMN does not endorse, warrant or guarantee the products or services offered by any Merchant, and SMN is not in any way responsible for the activities or policies of any Merchant. SMN does not endorse any Community Group and is not in any way responsible for the activities or policies of any Community Group. Reviews and other communications by and between Members are solely the opinions of their respective authors and do not represent the opinions of SMN or any of its affiliates.

Member Content

Members may submit comments, testimonials, or other content (collectively, "Content") via e-mail links and postings on the Site. In doing so, you grant to SMN a royalty-free, perpetual, irrevocable, nonexclusive, worldwide right and license (with the right to sublicense through multiple tiers) to (a) use, reproduce, distribute, modify, create derivative works of, publicly display, and publicly perform the Content in any media now known or not currently known; and (b) make, have made, sell, offer for sale, import, and otherwise transfer your Content (collectively, "Use"). You retain all ownership rights in and to your Content. Any Use of your Content will be in accordance with our Privacy Policy. SMN is not obligated to monitor the Content and you are solely responsible for all Content that you submit. You agree and warrant that all Content you submit will comply with the Content Standards below. You understand and acknowledge that visitors to the Site may post comments about your Content which may be derogatory, and that SMN has no obligation to monitor or delete any such comments.

Restricted Activities

You agree not to use the Site to (a) violate or encourage the violation of any local, state, national, or international law; (b) stalk, harass, or harm another individual; (c) collect or store personal data about other Users of our Site; (d) impersonate any person or entity or otherwise misrepresent your affiliation with a person or entity; (e) interfere with or disrupt the Site or services or networks connected to the Site or disobey any requirements, procedures, policies, or regulations of networks connected to the Site. You agree not to use the Site to send any message that is unlawful, libelous, defamatory, abusive, sexually explicit, threatening, vulgar, obscene, profane, racially offensive, or otherwise objectionable, as determined by SMN in its sole discretion. Except where expressly permitted, you may not post or transmit charity requests; petitions for signatures; franchises, distributorship, sales representative agency arrangements, or other business opportunities (including offers of employment or contracting arrangements); club memberships; chain letters; or letters relating to pyramid schemes. Except for Merchants, Users may not post or transmit any advertising, promotional materials or any other solicitation of other Users to use goods or services.

Without our written consent, you may not (i) reproduce, duplicate, copy, sell, resell, or exploit for any commercial purpose any content or materials or any portion of the Site use of the Site, or access to the Site; (ii) allow, enable, or otherwise support the transmission of mass unsolicited, commercial advertising or solicitations via e-mail (spam); (iii) use any high volume, automated, or electronic means (including, without limitation, robots, spiders, scripts, or other automated devices) to access the Site or monitor or copy our Web pages or the content contained thereon; (iv) deep link to the Site for any purpose; or (v) frame the Site, place pop-up windows over its pages, or otherwise affect the display of its pages.

CONTENT STANDARDS

Any Content which you contribute to the Site must comply with the following:

Your contributions must not:

SMN reserves the right to remove any Content which is non-complaint or unacceptable at SMN's sole discretion.

Services Provided by Marketing Partners

Portions of the Site contain links to Web sites hosted by our marketing partners ("Marketing Partners"). Information and services provided by Marketing Partners on their Web sites are governed by such Marketing Partner's terms of use and privacy policies. Our provision of a link to a Marketing Partner's Web site is for your convenience only, and SMN has no control over and cannot be responsible for any content provided by a Marketing Partner on such Web sites.

Disclaimer of Warranties

YOU EXPRESSLY AGREE THAT USE OF THE SITE IS AT YOUR SOLE RISK. THE SITE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. SMN EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE OR PURPOSE, TITLE, AND NONINFRINGEMENT WITH RESPECT TO THE SITE.

SMN MAKES NO WARRANTY THAT THE SERVICES PROVIDED ON THE SITE WILL MEET YOUR REQUIREMENTS OR THAT THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE. YOU UNDERSTAND AND AGREE THAT ANY MATERIAL AND/OR INFORMATION DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SITE IS DONE AT YOUR OWN RISK.

Limitation of Liability

TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, IN NO EVENT WILL SMN OR ITS OFFICERS, EMPLOYEES, DIRECTORS, AFFILIATES, PARTNERS, AGENTS, ADVISORS, OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF REVENUES, PROFITS, USE, DATA, OR OTHER INTANGIBLE LOSSES (EVEN IF SUCH PARTIES WERE ADVISED OF, KNEW OF, OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES, ARISING OUT OF OR RELATED TO YOUR USE OF THE SITE REGARDLESS OF WHETHER SUCH DAMAGES ARE BASED ON CONTRACT, TORT, WARRANTY, STATUTE, OR OTHERWISE. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE SITE OR THE SERVICE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USE OF THE SITE OR SERVICE. The aggregate liability of SMN to you for all claims arising from or related to the Site or the Service is limited to one hundred dollars ($100.00).

Exclusions and Limitations

Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of liability for incidental or consequential damages. Accordingly, some of the above limitations and disclaimers may not apply to you. To the extent that we may not, as a matter of applicable law, disclaim any implied warranty or limit its liabilities, the scope and duration of such warranty and the extent of our liability shall be the minimum permitted under such applicable law.

Indemnification

You shall defend, indemnify and hold harmless SMN and its officers, directors, members, and employees, and all affiliates thereof, from and against all claims and expenses, including but not limited to attorney fees, in whole or in part arising out of or attributable to any breach of this Agreement by you.

Intellectual Property

The contents of the Site, including its "look and feel" (e.g., text, graphics, images, logos and button icons), photographs, editorial content, notices, software (including html-based computer programs), databases and other material are protected under both United States and other applicable copyright, trademark and other laws. The contents of the Site belong or are licensed to SMN or its software or content suppliers. SMN grants you the right to view and use the Site subject to the Terms. You may download or print a copy of information provided on the Site for your personal, internal and non-commercial use only. Any distribution, reprint or electronic reproduction of any content from the Site in whole or in part for any other purpose is expressly prohibited without our prior written consent, except that Merchants and Community Groups may (a) refer to their SMN membership in any promotional materials or other communications in any medium; (b) link to the Site on their Web sites; (c) use the SMN trademark in connection with activities permitted under these Terms provided that such use conforms to SMN's trademark standards.

Copyright Infringement

In accordance with the provisions of the Digital Millennium Copyright Act, 17 USC sec. 512, our Site has designated an agent to receive notices of claims of copyright infringement:

Copyright Officer, Targeted Shopping Solutions, Inc.
Post Office Box 631837, Highlands Ranch, CO 80163
Notices@ShopMyNeighborhood.com

SMN reserves the right to terminate access to the Site of any user who infringes or SMN believes infringes the proprietary rights of any third party.

If you have any concerns about material that appears on the Site, please contact us by e-mail at Notices@ShopMyNeighborhood.com.

Dispute Resolution

Any claim, dispute, or controversy arising out of the Terms, the services provided on the Site or the Service ("Claims") shall be resolved by final and binding arbitration before a single arbitrator ("Arbitrator") selected from and administered by the American Arbitration Association in accordance with its applicable rules. The arbitration hearing shall be held in Denver, Colorado. The prevailing party shall be entitled to reimbursement from the other party of its reasonable attorney's fees, costs, and disbursements arising out of the arbitration. Either you or SMN may seek interim or preliminary injunctive relief from a court of competent jurisdiction in Denver, Colorado, as necessary to protect the rights or property of you or SMN pending the completion of any arbitration proceeding.

General

The Terms constitute the entire and exclusive and final statement of the agreement between you and SMN with respect to the subject matter hereof, and govern your use of the Site. The Terms and the relationship between you and SMN shall be governed by the laws of the State of Colorado, without giving effect to any choice of laws or principles that would require the application of the laws of a different country or state. SMN's failure to exercise or enforce any right or provision of the Terms shall not constitute a waiver of such right or provision. If any provision of the Terms is found to be invalid by either a court of competent jurisdiction or the Arbitrator, you and SMN agree that the court or the Arbitrator should endeavor to give effect to your and SMN's intentions as reflected in the provision, and that the other provisions of the Terms remain in full force and effect. You agree that, regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use the Site or the Terms must be filed within one (1) year after such claim or cause of action arose or be forever barred. All covenants, agreements, representations and warranties made in these Terms shall survive your acceptance of these Terms and the termination thereof.