Shoptopia Terms of Service

Terms of Access and Use

Welcome to the Shoptopia(SM), the on-line community where you can share your passion for shopping with other Shoptopia members (“Members”). The Shoptopia website (the “Site”) is owned and operated by Mallfinder Network, LLC (“Company” or “We”). Company makes no representation that the Site, services or content available through it are appropriate or available for use at other locations outside the United States, and access to the Site from territories where the Site or content are illegal is prohibited. If you access the Site from a location outside the United States, you are responsible for compliance with all local laws.

1) ACCEPTANCE OF TERMS

The following are terms of a legal agreement (the “Agreement”) between you (“you” or “User”) and Company. This Agreement is meant to ensure that Shoptopia is a friendly, safe and useful community for everyone. By accessing, browsing and/or otherwise using the Site, you acknowledge that you have read, understood and agreed to be bound by this Agreement, and to comply with all applicable laws and regulations. If you do not agree to all of these terms and conditions, you may not access, browse and/or use this Site. The material provided on this Site is protected by law, including, but not limited to, United States copyright law and international treaties. If you breach any of these terms and conditions, your authorization to use this Site and your Shoptopia membership automatically terminates and you must immediately destroy any downloaded or printed materials and discontinue use of any hyperlinks to this Site.

These Terms of Access and Use and the Privacy Policy may change from time to time. By using this Site you agree to be bound by any such revisions and should therefore periodically visit this page to determine the then current terms and conditions of use to which you are bound.

2) Services

The Shoptopia Web site is a social network where shoppers can connect and share their favorite products, great buys and recommendations. Once you post your profile to the Site and become a Shoptopia member (“Member”), you will be able to create and share your shopping lists, product reviews and recommendations with other Members and join Shoptopia forums and chats (the “Services”). You acknowledge and agree that your use of the Services and all links or content shared through the Services is subject to, and will fully comply with our Acceptable Use Policy set forth below and the other terms and conditions set forth in this Agreement.

3) Membership Eligibility & User Accounts

a) Eligibility. While you might never be too young to shop, and shoppers of all ages can visit the Shoptopia Web site, you must be at least thirteen years of age to post your profile to the site and become a Member. By posting your profile, you represent that you are at least thirteen years of age. You do not have to be a Member to participate in contests, sweepstakes and/or special events; however, you must meet the designated minimum age requirements (for example, eighteen years of age or older) for the specific event. We will establish specific rules and terms for participation in each contest, sweepstake and/or special event and will post this information on the Site.

b) Shoppers Only. You must be a bona fide shopper to join the Shoptopia on-line community for serious shoppers. The Services provided to Members are intended for non-commercial use and shall note be used to market, promote or offer goods or services for sale to other Members. Merchants and retailers (“Retailers”) who wish to market their products to Members must join the <Shoptopia Retailer Program> in order to do so. Company may, at its sole discretion, terminate access to the Site and Services of any Member who engages in commercial activity in violation of these terms. If you have reason to believe that a Member is in violation of these terms, or that any other inappropriate activity is being conducted on the Site, please report that conduct to webmaster@Shoptopia.com.

c) How to Join. When you post your profile to the Site, you'll provide your name, email address and zip code in order to select your user name and password. You agree that the information you provide will be accurate and complete and that you will inform us of any changes. If any information provided by you is false, inaccurate, not current, or incomplete, We reserve the right to terminate your membership and access to the Site and the Services. Please note that We may refuse to grant you a user name if We believe that it impersonates someone else, is or may be illegal, is or may be protected by trademark or other proprietary rights law, or is vulgar, offensive, or might cause confusion.

d) User Name and Password. You must keep your user name and password confidential and not share or transfer your use of or access to the Services with or to any third parties. You will be responsible for all activity that occurs under your password, including any damages resulting from the unauthorized use of your password. If you have reason to believe that your account is no longer secure, you must promptly change your password by updating your account information, and immediately notify our customer service department by email at support@Shoptopia.com or by telephone at 1-303-296-2413, between the hours of 9:00 a.m. and 5:00 p.m. MST. YOU ARE SOLELY RESPONSIBLE FOR MAINTAINING THE CONFIDENTIALITY OF YOUR USER NAME AND PASSWORD AND FOR ANY AND ALL ACTIVITIES THAT ARE CONDUCTED THROUGH YOUR ACCOUNT.

e) We may terminate your membership, delete your profile and any content or information that you have posted on the Site and/or prohibit you from using or accessing the Services or the Site for any reason, or no reason, at any time in its sole discretion, with or without notice, including if We believe that you are under 13.

4) Short Message Services and Wireless Addresses

a) If the email address you provide to us is a wireless email address, you agree to receive messages delivered via the Services at that address and understand that your wireless carrier's standard rates apply to these messages. You represent that you are the owner or authorized user of the wireless device on which messages will be received, and that you are authorized to approve the applicable charges. You may opt out of receiving these messages at any time by notifying us at support@shoptopia.com.

b) Short Message Services and Wireless Internet We may make services available through which you can receive messages on your phone or wireless device via short message service ("SMS Service") or via wireless internet ("WAP Service"). By subscribing to an SMS or WAP Service, you agree to receive SMS or WAP Service at the address you provide for such purposes and represent that you are the owner or authorized user of the wireless device you use to sign up for the SMS or WAP Service. You acknowledge that your wireless carrier's standard rates apply to such messages and services and represent that you are authorized to approve the applicable charges. Only United States residents may use the SMS or WAP Service. To use the SMS or WAP Service, you must register and provide all required personal information, which may include your name, SMS or WAP address, wireless carrier and, if applicable, billing information (either your credit card information or mobile service carrier information if applicable fees will be billed through your carrier). We may also obtain the date, time and content of your messages in the course of your use of the SMS or WAP Service. We will use the information we obtain in connection with our SMS or WAP Service in accordance with our Privacy Policy. If fees are charged to your wireless account invoice, we may provide your carrier with your applicable information in connection herewith.

SMS or WAP Services are provided via wireless systems which use radios (and other means) to transmit communications over complex networks. We do not guarantee that your use of the SMS or WAP Services will be private or secure, and will not be liable to you for any lack of privacy or security you may experience. You are fully responsible for taking precautions and providing security measures best suited for your situation and intended use of the SMS or WAP Service. You acknowledge and agree that We may access the content of your account and wireless account with your carrier for the purpose of identifying and resolving technical problems and service-related complaints.

5) Postings; Social Networking

If you elect to post material to your profile or that of another Member, or to our chats and forums or other channels that may be offered on the Site, or if you elect to upload any photographs, audio or video, you will be solely responsible for all content, messages, text, files, images, graphics, photos, audio clips, sounds, video or other materials (the "Postings"). You agree and warrant that any Postings you post to the Site will be true and accurate, will not defame any person or invade any person's privacy, and will not infringe or violate the proprietary rights of any person. We have the right to delete or edit any material in any Posting that is obscene, harassing, offensive or otherwise objectionable or not in compliance with the Acceptable use Policy set forth below. We shall not be liable for any inaccuracy or defect in any Postings, even if We have exercised our right to edit such Posting. By furnishing Postings, you grant Company an unlimited license to use your Postings in any manner, with or without attribution, and in any media now known or hereafter invented, including, without limitation, the right to combine your Postings with Postings of third parties. You also acknowledge that other members may post comments about your Postings and We have no obligation to monitor those Postings.

6) “TALK” PAGES

The “Talk” pages (“Talk Pages”) are intended to serve as a discussion center for Shoptopia Members. Statements or messages made in Talk may be inaccurate, misleading, or deceptive, whether intentionally or unintentionally. Company does not endorse and is not responsible for any opinion, advice, information, or statement made or displayed in the Talk Pages. The opinions expressed in the Talk Pages are solely the opinions of the participants, and do not reflect the opinions of Company or any of its advertisers, sponsors, subsidiaries or affiliates. We have no obligation to monitor Talk Pages. However, We do reserve the right to alter, remove or censor materials or statements that We deem, in our sole discretion to be inappropriate; and to disclose such materials and the circumstances surrounding their transmission to any third party in order to operate the Site properly; to protect ourselves, our sponsors, and our Members and Users and to comply with legal obligations or governmental requests.

7) PRIVACY AND PROTECTION OF PERSONAL INFORMATION

Please read our Privacy Policy for details regarding how We collect and use your personal information.

8) Acceptable Use Policy

a) You agree to comply with all applicable laws, rules and regulations and agree not to engage in unacceptable use of the Site. You shall not post, transmit, e-mail, re-transmit or store material on or through any of the Services provided via the Site that, in the sole judgment of Company: (i) is in violation of any local, state, federal or non-United States law or regulation, (ii) is threatening, obscene, indecent, defamatory or that otherwise could adversely affect any individual, group or entity or (iii) violates the rights of any person, including rights protected by copyright, trade secret, patent or other intellectual property or similar laws or regulations. In addition, you may only use the Services in a manner that, in Company's sole judgment, is consistent with the purposes of such Services. If you are unsure of whether any contemplated use or action is permitted, please contact Company at webmaster@shoptopia.com. By way of example, and not limitation, you are expressly prohibited from using the Services to:

upload, post, e-mail or otherwise transmit any information, data, text, software, music, sound, photographs, graphics, video, messages or other materials (collectively, “Prohibited Content”) that is unlawful, harmful, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, libelous, invasive of another's privacy, hateful, or racially, ethnically or otherwise objectionable. Pornography and pornographic related merchandising are prohibited under all Services, including providing links to pornographic content elsewhere;
harm minors in any way;
impersonate any person or entity or falsely state or otherwise misrepresent your affiliation with the Site, a person or entity;
forge headers or otherwise manipulate identifiers in order to disguise the origin of any Prohibited Content transmitted through the Services or develop restricted or password-only access pages, or hidden pages or images (those not linked to from another accessible page);
upload, post, e-mail or otherwise transmit any Content that you do not have a right to transmit under any law or under contractual or fiduciary relationships (such as proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements);
upload, post, e-mail or otherwise transmit any material that infringes any patent, trademark, trade secret, copyright or other proprietary rights of any party;
upload, post, e-mail or otherwise transmit any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;
disrupt the normal flow of dialogue, cause a screen to "scroll" faster than other users of the Services are able to type, or otherwise act in a manner that negatively affects other users' ability to engage in real time exchanges;
restrict or inhibit other Users from visiting the Site, including without limitation, by means of “hacking or defacing any portion of the Site;
collect, harvest, mine or obtain by any other manner information about others, including but not limited to, phone numbers, email addresses, and other personal information;
"stalk" or otherwise harass another;
impersonate any person or entity, including any employee or representative of Shoptopia or Mallfinder;
use the Site to engage in any illegal activity or for any purpose not reasonably intended by Shoptopia, such as defrauding retailers;
effecting security breaches or disruptions of Internet communication. Security breaches include, but are not limited to, accessing data of which you are not an intended recipient or logging into a server or account that you are not expressly authorized to access.

You further agree not to (i) interfere with or disrupt any other user’s quiet enjoyment of the Site; or (ii) interfere with or disrupt or attempt to interfere with or disrupt the security of the Site or otherwise cause harm to the Site.

b) Limited Access. Except as otherwise expressly permitted by Company, any access or attempt to access other areas of Company’s computer system or other information contained on the system for any purposes is strictly prohibited. You agree that you will not use any robot, spider, other automatic device, or manual process to “screen scrape,” monitor, “mine,” or copy the Web pages on the Site or the Content without Company’s prior, express, written permission. You will not spam or send unsolicited e-mail to any other user of the Site for any reason. You agree that you will not use any device, software or routine to interfere or attempt to interfere with the proper working of the Site or that tampers with copyright protection measures applicable to the Content. You agree that you will not take any action that imposes an unreasonable or disproportionately large load on Company’s infrastructure. Except as otherwise set forth herein, no license is granted to the technology and the software underlying the Site and Services, and copying, distributing, reverse engineering, modifying or decompiling the technology and the software is expressly prohibited.

9) INTELLECTUAL PROPERTY RIGHTS

a) Content. All content on the Site including designs, text, graphics, pictures, video, information, applications, software, music, sound and other files, and their selection and arrangement (“Content"), is the property of Company or its original creator and is protected by international copyright, trademark, patent and/or other intellectual property laws. Except as expressly provided for in this Agreement, Company and/or its licensors retain any and all right, title and interest in and to the Content. Permission is granted to display, copy, distribute, and download the Content for personal, noncommercial use only, provided you do not modify the Content and that you retain all copyright and other proprietary notices contained in the Content. You may not copy, modify, translate, publish, perform, broadcast, transmit, distribute, display, prepare derivative works of, sell or otherwise exploit the Content for public or commercial purposes without our prior written consent and that of our licensors or suppliers if required. You may not “mirror” any Content on any other server without our prior written permission. Any unauthorized use of the Content will terminate the license granted herein and may violate copyright laws, trademark laws, the laws of privacy and publicity, and communications regulations and statutes and could subject you to civil and criminal penalties.

b) Trademarks. Shoptopia and the Shoptopia logo are trademarks or service marks of Mallfinder Network, LLC. All other trademarks and service marks are the property of their respective owners. You are not permitted to use any trademark or service mark displayed on this Site without the prior written consent of Company or the owner of such trademark or service mark.

c) Third Party Content.Prior to posting any third party Content to the Site you must either obtain the authorization of the owner of that Content or ensure that such use complies with the fair use guidelines issued by the U.S. Copyright Office.

d) Any rights granted to you by Company or its licensors to the Content will not apply to the design, layout or look and feel of the Site or the Content. Each of the foregoing is protected by trademark, trade dress, copyright, unfair competition and other laws and may not be copied or imitated in whole or in part.

10) Hyperlinks

You are granted a limited, nonexclusive right to create a “hypertext” link to the Site provided that such link is to the entry page of the Site and does not portray Company, its Retailers, Members or any products featured on the Site in a false, misleading, derogatory, or otherwise defamatory manner. This limited right may be revoked at any time for any reason whatsoever. You may not use framing techniques to enclose any trademark, logo or trade name or other proprietary information including the images found at the Site, the content of any text or the layout/design of any page or any form contained on a page without Company’s express written consent. Links to third party sites on the Site are provided solely as a convenience to you. If you use these links, you will leave the Site. Company does not control and is not responsible for such sites, their content or their policies, including, without limitation, privacy policies or lack thereof. Company does not endorse or make any representations about third party sites or any information, products, or materials found there, or any results that may be obtained from using them. If you decide to access any of the third party sites linked to the Site, you do so entirely at your own risk. You acknowledge and agree that Company shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by, or in connection with the use of or reliance on any such third party sites.

11) DISCLAIMER OF WARRANTIES

a) The Site, including all software, functions, Content, and information, is provided “as is” without warranties of any kind, either express or implied. COMPANY disclaims all warranties, express or implied, including, but not limited to, warranties of quiet enjoyment and non-infringement and implied warranties of merchantability, fitness for a particular purpose, accuracy, title, quiet enjoyment, system integration, and informational content. COMPANY does not warrant or make any representations regarding the operation of this Site, the use, validity, accuracy or reliability thereof, or the results of the use of the Content, on this Site or any other sites linked to this Site. The Content may be out of date, and COMPANY makes no commitment to update the Content. COMPANY does not and cannot guarantee or warrant that the files available for downloading from the Site, if any, will be free from infection, viruses, worms, Trojan horses, or other code that manifest contaminating or destructive properties. COMPANY does not warrant that this Site, software, Content, or Services will be uninterrupted or error-free or that any defects in this Site, software, Content or Services can or will be corrected.

12) LIMITATION OF LIABILITY

a) In no event will Company, its directors, employees or agents or other third parties be liable for any damages, including, without limitation direct, indirect, special, incidental, punitive or consequential damages, including damages resulting from lost profits, lost data or business interruption arising out of,relating to, or resulting from the use or inability to use the Site, any Web sites linked to the Site, the Content, or other information contained in any or all such sites, whether based on warranty, contracts, statutes, regulations, tort (including but not limited to, negligence) or any other legal theory and whether or not advised of the possibility of such damages. If your use of the Content or information from the Site results in the need for servicing, repair or correction of equipment or data, you assume all costs thereof. Some states do not allow the exclusion or limitation of incidental or consequential damages, so the above limitation or exclusion may not apply to you. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, THE COMPANY'S LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER, AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE AMOUNT PAID, IF ANY, BY YOU TO COMPANY FOR THE SERVICEs DURING THE TERM OF YOURMEMBERSHIP, BUT IN NO CASE WILL THE COMPANY'S LIABILITY TO YOU EXCEED $1000.

b) Company is not responsible or liable in any manner for any Content posted on the Site by Retailers, Members or third parties. Company reserves the right to change any and all Content, software and other items used or contained in the Site and any Services offered through the Site at any time without notice. Reference to any products, services, processes or other information, by trade name, trademark, manufacturer, supplier or otherwise does not constitute or imply endorsement, sponsorship or recommendation thereof, or any affiliation therewith, by Company. Company is not responsible for the conduct, whether online or offline, of Members or any user of the Site or Services.

13) U.S. GOVERNMENT RESTRICTED RIGHTS

The Content is provided with “RESTRICTED RIGHTS.” Use, duplication, or disclosure by the government is subject to restrictions set forth in applicable laws and regulations. Use of the Content by the government constitutes acknowledgment of Company’s proprietary rights in the Content.

14) COPYRIGHT INFRINGEMENT POLICY

In accordance with the requirements set forth in the Digital Millennium Copyright Act, Title 17 United States Code Section 512(c)(2) (“DMCA”), Company will investigate notices of copyright infringement and take appropriate remedial action. If you believe that any Content on the Site has been used or copied in a manner that infringes your work, please provide a written notification of claimed copyright infringement to the Designated Agent for the Site containing the following elements as set forth as required by the DMCA:

a physical or electronic signature of the owner of the copyright interest that is alleged to have been infringed or the person authorized to act on behalf of the owner;
identification of the copyrighted work(s) claimed to have been infringed;
identification of the Content that you claim to be infringing and which you request be removed from the Site or access to which is to be disabled along with a description of where the infringing Content is located;
information reasonably sufficient to allow us to contact you, such as a physical address, telephone number and an email address;
a statement by you that you have a good faith belief that the use of the Content identified in your written notification in the manner complained of is not authorized by you or the copyright owner, its agent or the law; and
a statement by you that the information in your written notification is accurate and that, under penalty of perjury, you are the copyright owner or authorized to act on behalf of the copyright owner.

Company’s Designated Agent for the written notification of claims of copyright infringement can be contacted at copyright@shoptopia.com.

15) INDEMNIFICATION

User agrees to indemnify, defend and hold Company, its licensors and affiliates and their respective assigns, harmless from any loss, liability, damages or claim, including reasonable attorneys’ fees and costs, that arise directly or indirectly from (i) your activities in connection with the Site, (ii) a breach of this Agreement, including, but not limited to, any violation of the acceptable use policy, or (iii) any allegation that any information that you provide via the Site infringes or otherwise violates the copyright, trademark, trade secret or other intellectual property, privacy or other rights of any third party. You also agree to reimburse on demand any and all indemnified parties for any losses incurred by such indemnified parties to which this indemnification provision relates.

16) AVAILABILITY

We make reasonable efforts to ensure that the Site is available 24 hours a day 7 days a week. However, from time to time the Site or portions thereof may be inoperable or inaccessible for any reason, including, without limitation, (i) equipment malfunctions; (ii) periodic maintenance procedures or repairs which We may undertake from time to time; or (iii) causes beyond the control of Company or which are not reasonably foreseeable by Company. Some Content on the Site may have been created in file formats which are not error-free and We do not guarantee that the Site will not be affected by such errors. You are responsible for all costs and charges that you may incur in order to access and use the Site and the Content. Company assumes no responsibility for any error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction or unauthorized access to, or alteration of, User communications. Company is not responsible for any technical malfunction or other problems of any telephone network or service, computer systems, servers or providers, computer or mobile phone equipment, software, failure of email or players on account of technical problems or traffic congestion on the Internet or at any Site or combination thereof, including injury or damage to User's or to any other person's computer, mobile phone, or other hardware or software, related to or resulting from using or downloading materials in connection with the Web and/or in connection with the Services. Under no circumstances will the Company be responsible for any loss or damage, including any loss or damage to any User Content or personal injury or death, resulting from anyone's use of the Site or the Service, any User Content or Content posted on or through the Site or the Service or transmitted to Users, or any interactions between users of the Site, whether online or offline.

17) APPLICABLE LAW & MISCELLANEOUS

If any provision(s) of this Agreement is held by a court of competent jurisdiction to be contrary to law, then such provision(s) shall be construed, as nearly as possible, to reflect the intentions of the parties with the other provisions remaining in full force and effect. Company’s failure to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision unless acknowledged and agreed to by Company in writing. The section titles in this Agreement are solely used for the convenience of the parties and have no legal or contractual significance. This Agreement may be assigned in whole or in part by Company. This Agreement shall be governed by and construed in accordance with the laws of the State of Colorado without regard to conflict of laws provisions. You irrevocably and unconditionally (i) consent to submit to the exclusive jurisdiction of the state and federal courts in the City and County of Denver, Colorado (the “Denver Courts”) for any litigation or dispute arising out of or relating to this Agreement, (ii) agree not to commence any litigation arising out of or relating to this Agreement except in the Denver Courts, (iii) agree not to plead or claim that such litigation brought therein has been brought in an inconvenient forum, and (iv) agree that the Denver courts have exclusive jurisdiction over all disputes relating to this Agreement.

Last Updated: September 23, 2008