ShopSense Terms and Conditions

PLEASE READ THESE SHOPSENSE TERMS AND CONDITIONS ("SHOPSENSE TERMS") CAREFULLY BEFORE ACCESSING OR USING ANY PART OF THE SHOPSENSE SERVICES (AS DEFINED BELOW). BY REGISTERING A SHOPSENSE ACCOUNT OR USING THE SHOPSENSE SERVICES IN ANY MANNER, YOU AGREE THAT YOU HAVE READ AND AGREE TO BECOME BOUND BY THE SHOPSENSE TERMS. IF THE SHOPSENSE TERMS ARE CONSIDERED AN OFFER, ACCEPTANCE IS EXPRESSLY LIMITED TO SUCH TERMS. IF YOU DO NOT UNCONDITIONALLY AGREE TO ALL THE TERMS AND CONDITIONS OF THE SHOPSENSE TERMS, YOU HAVE NO RIGHT TO USE ANY PORTION OF THE SHOPSENSE SERVICES.

The ShopSense Terms govern the terms and conditions under which you may use the ShopSense Services (defined below) offered by Sugar Publishing, Inc. ("Company") through the OnSugar Platform, the ShopStyle website(s), or the ShopStyle API to embed product links and widgets provided and enabled by Company ("Authorized Links") in your blog, website, or other application (each, a "ShopSense site"), and potentially be paid for Qualified Clicks (as defined below) (collectively, the "ShopSense Services"). The ShopSense Terms apply to each of your ShopSense sites even if such site is not hosted and served by Company. The ShopSense Terms supplement the Terms of Use located at http://www.onsugar.com/tos (the "Terms of Use"), including without limitation, all warranty disclaimers, limitations of liability, and dispute resolution provisions therein, which shall apply to the subject matter of these ShopSense Terms, and which are incorporated herein by this reference. If there is any conflict between the ShopSense Terms and the Terms of Use, the ShopSense Terms will govern. All capitalized terms that are not defined herein have the meaning specified in the Terms of Use.

Company may update the ShopSense Terms from time to time. Company will notify you of any such updates by posting a notice on the Website or notifying you in writing or by email. Your continued use of the ShopSense Services following such notification constitutes your acceptance of those changes.

1. Eligibility. Participation in the ShopSense Services is subject to Company's prior approval and your continued compliance with these ShopSense Terms. Company may refuse participation to anyone at any time in its sole discretion. By enrolling in the ShopSense Services, you represent and warrant that you are at least 18 years of age and that you will not have anyone else register a ShopSense account on your behalf. Access to and/or use of the ShopSense Services is void outside the fifty (50) United States and where prohibited.

   If you create a ShopSense site, you are solely responsible for maintaining the security of, and for all activities that occur under, your account and ShopSense site, including all content and materials, advertising, maintenance and operation, implementation of Company's technical requirements, and adherence to these ShopSense Terms. Company is not responsible for anything related to your accounts or ShopSense sites or for responding to questions from end users of your accounts or ShopSense sites.

2. Qualified Clicks. A "Qualified Click" occurs when an end user clicks on an Authorized Link properly embedded in your ShopSense site and such user is directed to a webpage that may be hosted by Company or the merchant associated with the Authorized Link (excluding clicks in violation of these ShopSense Terms). You shall not promote or facilitate a Qualified Click by any means other than displaying an Authorized Link on your ShopSense site. You agree to comply with technical and other requirements provided by Company (e.g., to enable proper display of Authorized Links, and tracking and reporting Qualified Clicks). You acknowledge and agree that Authorized Links are subject to review and approval by Company in its discretion at any time and shall comply with the placement and use guidelines provided by Company from time to time.

3. Restrictions. You shall not, and shall not permit any third party to: (i) generate clicks on any Authorized Link through any automated, deceptive, fraudulent or other invalid means (e.g., repeated manual clicks, using robots, automated query tools or computer generated clicks); (ii) edit, modify, obscure, minimize or change the information contained in any Authorized Link, product information, image, widget or default templates provided by Company (except to alter widgets provided by Company as expressly authorized by Company and only through the functionality of the tools provided by Company on the Website); (iii) frame, minimize, remove, inhibit, or redirect a user from, the full and complete display of any webpage accessed by an end user after clicking on an Authorized Link; (iv) link to, frame, or otherwise embed or display any content on your ShopSense site that contains any pornographic, hate-related, violent, defamatory, fraudulent or illegal content; (v) "crawl", "spider", index, store or cache information obtained from any part of the Authorized Links, Qualified Clicks, or the ShopSense Service; (vi) upload or disseminate viruses, malware, or other harmful code; (vii) create a new ShopSense account after Company has terminated your account for cause; (viii) distribute or publish spam, unethical or unwanted commercial content, or further unlawful or objectionable acts (such as phishing or spoofing); (ix) use cookies, web beacons, or other means to collect personal information from third parties in connection with your account or ShopSense sites, appropriate the identity of another person, or post personal or confidential information of any other person, (x) violate Company's Privacy Policy or any applicable law, rule or regulation; (xi) engage in any action or practice that reflects poorly on Company or its merchants or otherwise disparages or devalues Company's reputation or goodwill; or (xii) remove, obscure, or alter any links or other information (e.g. links to Company's Privacy Policy and Terms of Use) on the default templates provided (or from your ShopSense sites). You further agree not direct to any merchant any communication regarding any Authorized Links or Qualified Clicks in connection with your ShopSense site or accounts.

   You acknowledge that any attempted participation in or violation of any of the foregoing is a material breach of the ShopSense Terms and that Company may pursue any and all applicable legal and equitable remedies against you, including, without limitation, immediate suspension of your account, deletion of any of your ShopSense sites hosted by Company, and the pursuit of all available civil or criminal remedies.

4. Payment. You shall receive payments based on the number of Qualified Clicks generated from your ShopSense site (and the associated revenue generated from our Merchant Partners as a result of those Qualified Clicks), the amount determined solely by Company at its complete discretion. Such payments owed to you shall be sent by Company approximately thirty (30) days after the end of each calendar month for the Qualified Clicks that were completed during that month; however, Company is not responsible for making payments for any earned balance less than $100, for any clicks generated prior to the creation and approval of your ShopSense account, or for any payment based on: (a) any amounts which result from clicks generated by any person, bot, automated program or similar device, as reasonably determined by Company, including without limitation through any clicks (i) originating from your IP addresses or computers under your control, (ii) solicited by payment of money, false representation, or request for end users to click on Authorized Links, or (b) clicks co-mingled with a significant number of invalid clicks described in (a) above, or as a result of any breach of the ShopSense Terms by you. Company reserves the right to withhold payment, offset payment, or charge back your account for amounts due to any of the foregoing or any breach of these ShopSense Terms by you; in the event that a merchant whose Authorized Link is displayed in connection with your ShopSense site defaults on payment for such Authorized Links to Company; for a reasonable time to ensure that the correct amount is paid; and/or if Company determines that such payment to you in a jurisdiction is illegal under the laws of that jurisdiction.

   Company may change its pricing and/or payment structure at any time. If you dispute any payment made, you must notify Company within thirty (30) days of any such payment by emailing a detailed description of your dispute to userfeedback@shopsense.com; failure to do so shall result in your waiver of any claim relating to such disputed payment. Payment shall be calculated solely based on records maintained by Company. You agree that you are solely responsible for providing and maintaining accurate contact and payment information associated with your account, for any bank fees related to returned or cancelled checks due to erroneous contact or payment information, and for payment of all applicable taxes or charges imposed by any government entity in connection with your participation in the ShopSense Services.

5. Termination. You may stop displaying Authorized Links on your ShopSense site at any time by removing from your ShopSense sites the links or widgets provided by Company in connection with such Authorized Links. You may terminate this Agreement at any time by sending notice to Sugar Inc., 111 Sutter Street, 15th Floor, San Francisco, CA 94104. Company may at any time, in its sole discretion, terminate all or part of the ShopSense Services, terminate these ShopSense Terms, or suspend or terminate the participation of any ShopSense site in all or part of the ShopSense Services.

6. Your Representations and Warranties. You represent and warrant that (a) all of the information provided by you to Company is correct and current; (b) you own all of the content you submit and post to your ShopSense site; (c) you have all necessary rights, power, and authority to enter into these ShopSense Terms and to perform the acts required of you hereunder; (d) you have complied and will continue to comply with all applicable laws, statutes, ordinances, and regulations (including without limitation the CAN-SPAM Act of 2003 and any relevant data protection or privacy laws) in your performance of any acts hereunder; and (e) your ShopSense sites, blogs and any materials displayed therein: (i) comply with all applicable laws, statutes, ordinances, and regulations; (ii) do not breach and have not breached any duty toward or rights of any person or entity including, without limitation, rights of intellectual property, publicity or privacy, or rights or duties under consumer protection, product liability, tort, or contract theories; and (iii) are not pornographic, hate-related, violent, defamatory or otherwise objectionable.

7. Warranty Disclaimer. THE SHOPSENSE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" AND COMPANY MAKES NO REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, WITH RESPECT TO THE WEBSITES, SITES, OR BLOGS (INCLUDING WITHOUT LIMITATION ANY CONTENT, MALWARE, VIRUSES OR OTHER HARMFUL CODE ACCESSED THROUGH ANY BLOG), AUTHORIZED LINKS, QUALIFIED CLICKS, AMOUNT OF POTENTIAL PAYMENTS HEREUNDER, OR SHOPSENSE SERVICES, OR TECHNOLOGY, AND EXPRESSLY DISCLAIMS ALL WARRANTIES OF NONINFRINGEMENT, MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE, OR THAT ACCESS TO OR USE OF THE SHOPSENSE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE.

8. Your Obligation to Indemnify. You agree to indemnify, defend and hold Company, its agents, affiliates, merchants, suppliers, subsidiaries, directors, officers, employees, and agents (collectively "Indemnified Person(s)") harmless from and against any and all claims, liability, settlements, loss, and expense (including, without limitation, reasonable legal fees and costs), brought against any Indemnified Person(s), arising out of or relating to your use of the ShopSense Services, your ShopSense sites(s), and/or your breach of any provision of the ShopSense Terms.

9. Confidentiality. You agree not to disclose Confidential Information without the Company's prior written consent. "Confidential Information" includes without limitation: (a) click-through rates or other statistics relating to performance in the ShopSense Services provided to you by the Company; and (b) any other information designated in writing by the Company as "Confidential" or an equivalent designation. However, you may accurately disclose the amount of the Company's gross payments to you pursuant to the ShopSense Terms. Confidential Information does not include information that has become publicly known through no breach by you or the Company, or information that has been (i) independently developed without access to Confidential Information, as evidenced in writing; (ii) rightfully received by you from a third party; or (iii) required to be disclosed by law or by a governmental authority.

10. Publicity. You agree that Company may use your name and logo in presentations, marketing materials, customer lists, financial reports, website listings of customers, search results pages, and referral pages.

11. Your Rights. Company claims no ownership over any original content submitted, posted, or displayed by you on or through the ShopSense Services, however, by submitting any content to Company for inclusion on your ShopSense sites that are hosted by Company, you grant to Company and other users the rights and licenses thereto described in the Terms of Use. Without limiting any of your representations or warranties, Company has the right (though not the obligation) to, in Company's sole discretion (i) refuse or remove any content that Company hosts that, in Company's reasonable opinion, violates any Company policy or is in any way harmful or objectionable, or (ii) terminate or deny access to or use of the ShopSense Services (and/or any component thereof) to any individual or entity.

12. Company Rights. You acknowledge that, as between you and Company, Company owns all right, title and interest, including without limitation all intellectual property rights, in and to the ShopSense Services (including, without limitation, Company's referral technology, brands, logos), and that you will not acquire any right, title, or interest in or to the ShopSense Services except as expressly set forth in these ShopSense Terms. Except to the extent the provisions of this sentence are expressly prohibited by applicable law, you will not modify, adapt, translate, prepare derivative works from, decompile, reverse engineer, disassemble or otherwise attempt to derive source code from any Company services, software, or documentation, or create or attempt to create a substitute or similar service or product through use of or access to the ShopSense Services or proprietary information related thereto. You will not remove, obscure, or alter Company's or any third party's copyright notice, proprietary rights notices, or other notices affixed to or contained within any Authorized Link, or within any Company or third party service, software, data, image, or other content.

Effective: November 1, 2008