Spreezio
Website Terms of Use Agreement

Last Revision Date: December 21, 2009

Welcome to Spreezio!

The web pages and services available at www.spreezio.com and the Mobile Services (as defined below) (collectively, the “Site”), are owned and operated by Spreezio, a California corporation (“Spreezio”), with its principal place of business at 1290 Parkmoor Ave., 3rd Floor, San Jose, CA 95126. Your access and use of the Site is governed by the following terms of this Website Terms of Use Agreement (the “Agreement”), which includes our Privacy Policy.

Access to, and use of the Site is subject to the terms of this Agreement. By accessing, using, or obtaining any content through the Site, you agree to be bound by these terms. If you do not agree with all of these terms, then please do not use the Site.

Other Terms

Certain features and services accessible through the Site may be governed by separate or additional terms. By accessing, using or otherwise participating in any such features and services, you agree to be bound by the applicable terms as posted or otherwise provided in connection with the features and services, including those of third party service providers.

Changes to this Agreement

Spreezio may, at its discretion, modify this Agreement at any time by updating this posting. Your use of the Site following such notification constitutes your acceptance of this Agreement as modified. You will be responsible for reviewing and becoming familiar with any such modifications.

Eligibility

Minors (as defined under the laws of their jurisdiction or residence) are not eligible to register for, use or purchase the products or services available on the Site.

Site Usage

Spreezio grants you a limited, personal, nontransferable, non-sublicensable license to access and use the Site only as expressly permitted in this Agreement. Except for this limited license, we do not grant you any other rights or license with respect to this Site. Any rights or license not expressly granted herein are reserved.

Unless we have granted you permission in advance and in writing (such as through a Shopper Agreement or Merchant Agreement, you may use this Site only for your personal, non-commercial use, and not to provide services to a third party.

User Accounts

To use the Site, you must create an account and provide information about yourself to Spreezio. There are three types of accounts: a “Shopper Account”, a “Merchant Account” and a “Sales Representative Account”. The use of a Shopper Account is subject to this Agreement and the Shopper Account Terms of Use Agreement (the “Shopper Agreement”). The use of a Merchant Account or a Sales Representative Account is subject to this Agreement and the Merchant Account Terms of Use Agreement (the “Merchant Agreement”).

Privacy and Your Personal Information

Your use of this Site is subject to our Privacy Policy . You agree that you have read our Privacy Policy and that it is reasonable and acceptable to you. Your acceptance of this Agreement is also your consent to the information practices in our Privacy Policy.

General User Conduct

You may not:

0. Use the Spreezio Site or any location information displayed within the Site to “stalk”, harass, abuse, defame, threaten or defraud other users, or collect, attempt to collect, or store location or personal information about other users;
1. Use the Site for any illegal purpose, or in violation of any applicable law, including, without limitation, laws governing intellectual property and other proprietary rights, data protection and privacy, and import or export control;
2. Remove, circumvent, disable, damage or otherwise interfere with security-related features of the Site, features that prevent or restrict use or copying of any content accessible through the Site, or features that enforce limitations on use of the Site;
3. Intentionally interfere with or damage operation of the Site or any user's utilization of it, by any means, including uploading or otherwise disseminating viruses, worms, or other malicious code;
4. Use the Site with any products, systems, or applications installed or otherwise connected to or in communication with vehicles, or otherwise capable of vehicle navigation, positioning, dispatch, real-time route guidance, fleet management, or similar applications;
5. Attempt to gain unauthorized access to the Site, or any part of it, other accounts, computer systems or networks connected to the Site, or any part of it, through hacking, password mining or any other means or interfere or attempt to interfere with the proper working of the Site or any activities conducted on the Site;
6. Use or access the Site in any manner that, in our reasonable judgment, adversely affects the performance or function of the Site or any other computer systems or networks that are used by Spreezio, or other site users;
7. Upload or transmit to the Site or use any device, software, routine, that contains viruses, Trojan horse, worms, time bombs, or other computer programming routines that may damage, interfere or attempt to interfere with, or intercept the normal operation of the Site or appropriate the Site or any computer system or network, or take any action that imposes an unreasonable load on our computer equipment or that infringes the rights of any third party;

Third Party Websites and Services

The Site may include links to other websites (each, a “Third Party Site”). Spreezio does not control or endorse any Third Party Site, and Spreezio is not responsible for the availability or content of such Third Party Sites.

Some product information on the Site is proprietary to third-party partnerships and is protected under U.S. copyright laws and international treaty provisions. Partnership Content is licensed to Spreezio for your use solely in connection with the Site and may not be resold or provided to others. You may not distribute, sell, rent, sublicense, or lease the Partnership Content, in whole or in part to any third party; and you may not make such Partnership Content available in whole or in part to any other user in any networked or time-sharing environment, or transfer the Partnership Content in whole or in part to any device other than that used to access the Partnership Content.

The Site's mapping feature is powered by Google Inc. Your use of the mapping feature is governed by Google Inc.'s terms of use located at http://maps.google.com/help/terms_maps.html (or such other URL as may be updated by Google Inc.).

Other parties may make content available on the Site, such as, for example, data providers that license data to Spreezio for use on the Site. All such content, including, without limitation, the Shopzilla Content, is referred to as “Third Party Content.”

Hyperlinks

Unless otherwise expressly permitted, websites may not hyperlink to any page beyond the homepage of this Site or frame this Site or any web page or material herein, nor may any entity hyperlink any aspect of this Site in an email for commercial purposes without the express written permission of Spreezio.

Spreezio Content

Spreezio owns the Site and all content available on the Site, including without limitation, visual interfaces, interactive features, graphics, design, compilations, computer code, products, software, aggregate user review ratings, and all other elements and components of the Site, except User Content and Third Party Content (“Spreezio Content”). Spreezio owns all intellectual property rights to the Site and the Spreezio Content, including without limitation, the copyrights, trademarks, trade names, and other intellectual and proprietary rights.

You may download, display or print copies of any portion of the Spreezio Content for your personal, non-commercial use. If you do so, you may not modify the Content in any way, and you must reproduce the Spreezio copyright notice.

You may not modify, reproduce, distribute, create derivative works or adaptations of, publicly display or in any way exploit, any of the Spreezio Content in whole or in part except as expressly authorized by Spreezio. Except as expressly and unambiguously provided in this Agreement, Spreezio does not grant you any rights, and all rights in and to the Site and the Spreezio Content are retained by Spreezio.

Marks

The term “Spreezio”, the Spreezio logo and avatar including the “bifurcated shopping bag” and “shopping bag in motion” symbols, the tagline “Make a Deal” and all other designations of origin of Spreezio goods and services, including without limitation, logos, graphics, designs, icons, animations, sounds, colors and combinations thereof are trade names, service marks and trademarks (“Trademarks”) of Spreezio. You may not use these Trademarks except as permitted by applicable law.

Important Disclaimers

The Site is intended only for personal, location-based service for individual shopping use and should not be used or relied on as an emergency locator system or any other application in which the failure or inaccuracy of that application or the Site could lead to physical or property damage. Spreezio is not suited or intended for family or friend finding purposes, fleet tracking, or any other type of non authorized use – other products exist today that may be used specifically for these purposes. All shown Shopper and Merchant mileage distances on the geo-location map are close approximations.

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 Spreezio.

Disclaimer of Warranty

Spreezio makes no warranty of any kind regarding the Site, Content, products or services, available through the Site, all of which are provided by Spreezio on an “as is” basis. Spreezio expressly disclaims any representation or warranty that the Site will be free from errors, viruses or other harmful components, that communications to or from the Site will be secure and not intercepted, that the Services and other capabilities offered from the Site will be uninterrupted, or that its Content will be accurate, complete or timely. The fact that Spreezio is displaying any product or service on the Site is not an endorsement or a recommendation of the product or service.

OTHER THAN THOSE WARRANTIES WHICH, UNDER THE LAWS APPLICABLE TO THESE TERMS, ARE IMPLIED BY LAWS, AND ARE INCAPABLE OF EXCLUSION, RESTRICTION OR MODIFICATION, SPREEZIO EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS, INCLUDING IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND THOSE ARISING BY STATUTE OR OTHERWISE IN LAW OR FROM A COURSE OF DEALING OR USAGE OF TRADE.

Changes to the Site

Spreezio reserves the right (but is under no obligation) to modify, update, discontinue the Site or the services offered from the Site, change any content, software and other items used or contained in the Site at any time without notice.

Limitation of Liability

Spreezio is not responsible or liable in any manner for any Content other than Spreezio Content that may be displayed on or available through the Site.

Spreezio is not responsible for any technical malfunction, traffic congestion on the Internet or the Site, hardware, software or telecommunication problem, failure of email, damage to persons or equipment, loss of Content, inability to close an offer within the time limits, that may be related to or resulting from using or downloading materials in connection with the Site, or any interactions between users of the Site, whether online or offline.

Subject to applicable law, use of this Site and its Content is at your sole risk. Services and products made available on this Site are subject to conditions imposed by the Merchants, including but not limited to Terms & Conditions of Sale, cost of delivery, and the like. Merchants who furnish products or services through this Site are independent contractors, and not agents or employees of Spreezio.

IN NO EVENT WILL SPREEZIO BE LIABLE TO ANY PARTY FOR ANY DIRECT, INDIRECT, SPECIAL OR OTHER CONSEQUENTIAL DAMAGES FOR ANY USE OF THIS SITE, ANY HYPER LINKED WEB SITE, THE ACTS OR OMISSIONS OF MERCHANTS WHO FURNISH PRODUCTS OR SERVICES THROUGH THIS SITE, OR THE PRODUCTS OR SERVICES OFFERED BY MERCHANTS THROUGH THIS SITE, INCLUDING, WITHOUT LIMITATION, WHETHER BASED IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, DAMAGES THAT ARISES OUT OF OR IS IN ANY WAY CONNECTED WITH (I) ANY USE OF, BROWSING OR DOWNLOADING OF ANY PART OF OUR SITE OR CONTENT, (II) ANY FAILURE OR DELAY (INCLUDING WITHOUT LIMITATION THE USE OF OR INABILITY TO USE ANY COMPONENT OF THIS SITE TO NEGOTIATE OR COMPLETE AN OFFER), (III) ANY ACT, OMISSION, PERFORMANCE, FAILURE TO PERFORM OF SPREEZIO, THE SITE OR ANY CONTENT, OR (IV) ANY DAMAGES OR INJURY CAUSED BY ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS, COMMUNICATION LINE FAILURE, THEFT OR DESTRUCTION OR UNAUTHORIZED ACCESS TO, ALTERATION OF, OR USE OF RECORD, EVEN IF SPREEZIO HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES TO SUCH PARTIES OR ANY OTHER PARTY.

If, despite the limitation above, Spreezio is found liable for any loss or damage that arises out of or is in any way connected with any of the occurrences described in the limitation above, then Spreezio’s liability will in no event exceed, in total, the sum of US$100.00. Some states do not allow the limitation of liability, so the limitations above may not apply to you.

Remedies

If, despite the limitations above, Spreezio or its affiliates, shareholders, directors, officers, employees, agents, wireless carrier partners or third-party partners or suppliers are found liable for any loss or damages that arise of out, or in connection with any of the occurrences described in the limitation of liability above, then their total liability for all damages, losses, and causes of action will in no event exceed ONE HUNDRED DOLLARS.

Some states do not allow the limitation of liability, and thus, the above limitation or exclusion may not apply to you. In such cases, Spreezio’s liability will be limited to the extent permitted by law.

Your only other remedy with respect to any dissatisfaction with (i) the Site, (ii) this Agreement, (iii) any policy or practice of Spreezio in operating the Site, or (iv) any content or information transmitted through the Site, is to terminate your use of the Site and close your account.

Resolution of Disputes

If a dispute arises between you and Spreezio, our goal is to provide you with a neutral and cost effective means of resolving the dispute quickly. Accordingly, you and Spreezio agree that we will resolve any claim or controversy at law or equity that arises out of this Agreement or our services (a “Claim”) in accordance with one of the subsections below or as we and you otherwise agree in writing. Before resorting to these alternatives, we strongly encourage you to first contact us directly to seek a resolution. We will consider reasonable requests to resolve the dispute through alternative dispute resolution procedures, such as mediation or arbitration, as alternatives to litigation.

• Law and Forum for Disputes - This Agreement shall be governed in all respects by the laws of the State of California as they apply to agreements entered into and to be performed entirely within California between California residents, without regard to conflict of law provisions. You agree that any claim or dispute you may have against Spreezio must be resolved by a court located in Santa Clara County, California, except as otherwise agreed by the parties or as described in the Arbitration Option paragraph below. You agree to submit to the personal jurisdiction of the courts located within Santa Clara County, California for the purpose of litigating all such claims or disputes.
• Arbitration Option - For any claim (excluding claims for injunctive or other equitable relief) where the total amount of the award sought is less than $10,000, the party requesting relief may elect to resolve the dispute in a cost effective manner through binding non-appearance-based arbitration. In the event a party elects arbitration, they shall initiate such arbitration through an established alternative dispute resolution (“ADR”) provider mutually agreed upon by the parties. The ADR provider and the parties must comply with the following rules: a) the arbitration shall be conducted by telephone, online and/or be solely based on written submissions, the specific manner shall be chosen by the party initiating the arbitration; b) the arbitration shall not involve any personal appearance by the parties or witnesses unless otherwise mutually agreed by the parties; and c) any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.
• Improperly Filed Claims - All claims you bring against Spreezio must be resolved in accordance with this Resolution of Disputes Section. All claims filed or brought contrary to the Resolution of Disputes Section shall be considered improperly filed. Should you file a claim contrary to the Resolution of Disputes Section, Spreezio may recover attorneys' fees and costs up to $1000, provided that Spreezio has notified you in writing of the improperly filed claim, and you have failed to promptly withdraw the claim.

Indemnity; Hold Harmless

You must indemnify and hold Spreezio, its subsidiaries and affiliates, and each of their shareholders, directors, officers, agents, contractors, partners and employees, harmless from and against any loss, liability, claim, demand, damages, costs and expenses, including attorneys’ fees, arising out of or in connection with any User Content or Third Party Content you post or share on or through the Site, your use of the Site in violation of this Agreement, your conduct in connection with the Site or with other users of the Site, or any violation of this Agreement or of any law or the rights of any third party. Spreezio reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify Spreezio and you must cooperate with Spreezio’s defense of these claims. You may not to settle any matter without the prior written consent of Spreezio. Spreezio will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it.

Digital Millennium Copyright Act Compliance

Spreezio will respond to notices of alleged infringement that comply with the Digital Millennium Copyright Act as set forth below.

If you are a copyright owner or an agent thereof, and you believe that any content hosted on any part of the Site infringes your copyrights, then you may submit a notification pursuant to the Digital Millennium Copyright Act (“DMCA”) by providing Spreezio’s Designated Copyright Agent with the following information in writing:

0. A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
1. Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works on the applicable part of the Site are covered by a single notification, a representative list of such works on the applicable part of the Site;
2. Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit Spreezio to locate the material;
3. Information reasonably sufficient to permit Spreezio to contact the complaining party, such as an address, telephone number, and, if available, an electronic mail address at which the complaining party may be contacted;
4. A statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law (for example, “I am under the good faith belief that the use of the copyrighted content that is identified herein is not authorized by the copyright owner, its agent, or the law.”); and
5. A statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed (for example, “I swear, under penalty of perjury, that the information in this notification is accurate and that I am the copyright owner, or authorized to act on behalf of the copyright owner, of the copyright(s) that is allegedly infringed by the aforementioned content.”).

Spreezio’s Designated Copyright Agent to receive notifications of claimed infringement can be reached as follows: Attention: Copyright Agent at copyright@spreezio.com.

For clarity, only DMCA notices should go to the Spreezio, Designated Copyright Agent. Any other feedback, comments, requests for technical support, or other communications should be directed to Spreezio customer service through support@spreezio.com.

If you fail to comply with all of the requirements of this section, your DMCA notice may not be valid.

Please note that under Section 512(f) of the DMCA, any person who knowingly materially misrepresents that material or activity is infringing may be subject to liability.

Feedback; Submissions

If you are dissatisfied with the Site, please let Spreezio know by providing feedback to the customer support team through support@spreezio.com. Your input is valuable to Spreezio.

Any questions, comments, suggestions, ideas, feedback or other information about the Site provided by you to Spreezio are non-confidential and will become the sole property of Spreezio. Spreezio will own exclusive rights, including all intellectual property rights, and will be entitled to the unrestricted use and dissemination of these submissions for any purpose, commercial or otherwise, without acknowledgment or compensation to you.

Severability

If a provision of this Agreement is held by a court of law to be illegal, invalid or unenforceable, (i) it shall be deemed amended to achieve as nearly as possible the same economic effect as the original provision, and (ii) the legality, validity and enforceability of the remaining provisions of this Agreement shall not be affected or impaired.

Headings, Entire Agreement, Modification and Waiver

The heading references in this Agreement are for convenience purposes only, do not constitute a part of this Agreement and may not be deemed to limit or affect any of the provisions of this Agreement. This Agreement constitutes the entire agreement between the parties with respect to the subject matter of this Agreement and supersedes all prior and contemporaneous agreements, representations and understandings of the parties, if any, with respect to such subject matter. No waiver or modification of any of the terms of this Agreement will be valid or binding unless in writing and signed by Spreezio. No waiver of any breach, term or default under this Agreement will be deemed a waiver of any repetition of such breach, term or default nor shall it in any way affect any other terms of this Agreement.

Notices

Spreezio may notify you via postings the Site, and via email or any other communications means to contact information you provide to Spreezio. You may also notify Spreezio via email at support@spreezio.com or via mail or courier at Spreezio, Attn: Support Department, 1290 Parkmoor, 3rd Floor, San Jose, CA 95126; any notices that you provide without compliance with this section on notices shall have no legal effect.

Assignment and Delegation

You may not assign or delegate any rights or obligations under the Agreement and any purported assignment and delegation will be ineffective. Spreezio may freely assign or delegate all rights and obligations under this Agreement, fully or partially.

Survival

The expiration or termination of this Agreement will not affect the provisions of this Agreement, and the rights and obligations in it, which either: (a) by their terms state, or evidence the intent of the parties that the provisions survive the expiration or termination of this Agreement; or (b) must survive to give effect to the provisions of this Agreement, including without limitation, any provisions related to or regarding disclaimers, rights to intellectual property, limitation of liability, and indemnification.