Shoofa Client Terms of Service
This Agreement ("Agreement") is made by and between ("Shoofa") and ("Client") - a business participating in the Shoofa Advertising Program ("Program") and becomes effective on the sign up date by the Client. Shoofa is in the business of providing advertising services for a fee, based on the number of Customers ("Customers") delivered to the Client. Client desires to engage Shoofa to render, and Shoofa desires to render to client, certain advertising services, as set forth in this Agreement.
Now, therefore, in consideration of the mutual agreements and covenants herein contained, the parties hereto agree as follows:
1 - Policies.
Shoofa program use is subject to all applicable Shoofa policies. Policies may be modified at any time.
2 - The Program.
Upon signing up for the advertising service provided, Shoofa will advertise the promotions of the Client. The “Customers” (promotion consumers) will be able to instantly access the promotions using mobile phones supported by Shoofa. Shoofa guides customers directly to the client premises through turn by turn directions. Prior to paying their bill, customers will show the promotion to the client by displaying the promotion directly on their mobile phones.
Shoofa’s online reporting system keeps client continuously informed of how many customers Shoofa has referred. Client is solely responsible for Promotions and conditions, and all ad content and ad information whether generated by or for Client. Shoofa may modify any of its Programs at any time without liability.
The ultimate goal of the Shoofa program is the success of the client. The Shoofa advertising policies will help the client meet this goal and ensure the effectiveness of the promotions.
3 - Prohibited Uses; License Grant; Representations and Warranties.
When Client offer any Promotions through Shoofa, Client must be prepared to honor them. While using Shoofa, Client will not:
* fail to honor promotions offered by Client, unless the interested Customer fails to meet the posted terms;
* post false, inaccurate, misleading, defamatory, or libelous content;
* violate any laws, third party rights, or our policies;
* fail to deliver payment for any services provided to Client by Shoofa, unless the payment is waived due to an introductory promotion;
* circumvent or manipulate our fee structure, the billing process, or fees owed to Shoofa;
* post content or items in an inappropriate category;
* distribute or post spam;
Responsibility for the information contained in listings lies with each Client. Client is entirely responsible for the material Client posts and for the content, including, without limitation, all promotions transmitted through Shoofa. Nothing will undermine a Customer's confidence in Client faster than inaccurate statements or misleading representations about the promotion(s). And since any erosion of Customer confidence in Client is likely to be accompanied by erosion of Customer confidence in Shoofa, we require that the information Client supplies be accurate and that, in all respects, Client treats Customers referred by Shoofa fairly and honorably.
Though we cannot monitor every promotion advertised with Shoofa, we may perform random quality assurance tests to confirm that those who offer promotions via Shoofa are prepared to provide the goods or services on the terms on which they advertise them. If our tests reveal, or we otherwise learn, that a Client is engaging in "bait and switch" or other unfair or deceptive practices, Shoofa reserves the right to deny that Client use of the advertising service.
Client understands that third parties may use Client's ads for improper purposes, and Client accepts the risk of any such use. Client's exclusive remedy, and Shoofa's exclusive liability, for suspected invalid conversions is for Client to make a claim for a refund in the form of advertising credits for Shoofa within the time period required under Payment section below. Any refunds for suspected invalid impressions or clicks are within Shoofa's sole discretion.
Shoofa reserves the right to reject any ad copy. All orders are subject in all respects to the current rules and regulations, and current demands upon advertising space. Shoofa reserves the right to edit, reclassify, revise or cancel any advertisement at any time. Rates and specifications are subject to change.
4 - Payment.
By signing up and our advertising service, Client agrees to pay the fees specified, based on the number of Customers delivered to Client's business, regardless of whether Client is successful in consummating a transaction of Goods or Services as a result of the referral.
Client shall be responsible for all charges up to the amount of each Customer Referral, or as set in an online account, and shall pay all charges in U.S. Dollars or in such other currency as agreed to in writing by the parties. Unless agreed to by the parties in writing, Client shall pay all charges in accordance with the payment terms. Late payments bear interest at the rate of 1.5% per month (or the highest rate permitted by law, if less). Charges are exclusive of taxes. Client is responsible for paying all taxes, government charges, and reasonable expenses and attorneys fees Shoofa incurs collecting late amounts. To the fullest extent permitted by law, Client waives all claims relating to charges (including without limitation any claims for charges based on suspected invalid customer referrals) unless claimed within 60 days after the charge. Charges are solely based on Shoofa's measurements, unless otherwise agreed to in writing. To the fullest extent permitted by law, refunds (if any) are at the discretion of Shoofa and only in the form of advertising credit for only Shoofa. Nothing in these Terms or may obligate Shoofa to extend credit to any party. Client acknowledges and agrees that any credit card and related billing and payment information that Client provides to Shoofa may be shared by Shoofa with companies who work on Shoofa's behalf, such as payment processors. Shoofa may also provide information in response to valid legal process, such as subpoenas, search warrants and court orders, or to establish or exercise its legal rights or defend against legal claims. Shoofa shall not be liable for any use or disclosure of such information by such third parties.
5 - Cancellation.
Client may cancel advertising online through Client's account if online cancellation functionality is available, or, if not available, with prior written notice to Shoofa, including without limitation electronic mail. Shoofa Promotions advertising cancelled online will cease serving shortly after cancellation. Shoofa may cancel immediately any Promotion, any of its Programs, or these Terms at any time with notice, in which case Customer will be responsible for any ads already run. Sections 1, 2, 3, 5, 6, 7, 8, and 9 will survive any expiration or termination of this Agreement.
6 - Disclaimer and Limitation of Liability.
Client will not hold Shoofa responsible for other Customers' actions or inactions. Shoofa is not involved in the actual transaction between third party purveyors and interested third parties. Shoofa has no control over and does not guarantee the quality, safety or legality of Client Goods or Services advertised, the truth or accuracy of listings, the ability of Clients to sell items, the ability of Customers to pay for items, or that an interested Customer and a Client will actually complete a transaction.
Further, we cannot guarantee continuous or secure access to our services, and operation of Shoofa may be interfered with by numerous factors outside of our control. Accordingly, to the extent legally permitted, we exclude all implied warranties, terms and conditions. We are not liable for any loss of money, goodwill, or reputation, or any special, indirect, or consequential damages arising out of Clients' use of Shoofa. Some jurisdictions do not allow the disclaimer of warranties or exclusion of damages, so such disclaimers and exclusions may not apply to such Clients.
Shoofa's liability for an error will not exceed the cost of the space occupied by the error, and in no event shall Shoofa's liability for Clients' use of Shoofa's advertising services exceed the amount Client paid for the use of the services.
7 - Release.
If Client has a dispute with one or more Customers, Client releases Shoofa (and our officers, directors, agents, subsidiaries, joint ventures and employees) from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes. If Client is based in California, Client waives California Civil Code §1542, which says: "A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor."
8 - Access and Interference.
Much of the information on Shoofa is updated on a real-time basis and is proprietary or is licensed to Shoofa by our Customers or third parties. Clients and Customers agree that they will not use any robot, spider, scraper or other automated means to access Shoofa for any purpose without prior express written permission from Shoofa.
Additionally, Clients and Customers agree that they will not:
* take any action that imposes or may impose (in our sole discretion) an unreasonable or disproportionately large load on the Shoofa infrastructure;
* copy, reproduce, modify, create derivative works from, distribute, or publicly display any content (except for Clients' information) from Shoofa without the prior express written permission of Shoofa and the appropriate third party, as applicable;
* interfere or attempt to interfere with the proper working of Shoofa or any activities conducted on Shoofa; or
* bypass our robot exclusion headers or other measures we may use to prevent or restrict access to Shoofa.
9 - Privacy.
Shoofa does not sell or rent Clients' personal information to third parties for their marketing purposes without Clients' explicit consent. Shoofa views protection of Clients' and Customers' privacy as a very important Community principle. Shoofa stores and process Clients' information on computers located in the United States that are protected by physical as well as technological security devices. Client can access and modify the information Client provides to Shoofa by signing-in to Clients' account.
10 - Indemnification.
Client shall indemnify and defend Shoofa, its officers, directors, partners, agents, affiliates, licensors, subsidiaries, joint ventures and employees from any claim or liability (collectively, "Liabilities"), arising out of Use of Shoofa advertising programs or related to any part of this agreement or for violation of any law or the rights of a third party.
11 - No Agency.
No agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by this Agreement. Both Shoofa and Client are independent contractors.
12 - Law Governing this Agreement.
THE AGREEMENT MUST BE CONSTRUED AS IF BOTH PARTIES JOINTLY WROTE IT AND GOVERNED BY MARYLAND LAW EXCEPT FOR ITS CONFLICTS OF LAWS PRINCIPLES. ALL CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE MARYLAND PROGRAM(S) SHALL BE LITIGATED EXCLUSIVELY IN THE FEDERAL OR STATE COURTS OF MONTGOMERY COUNTY, MARYLAND, USA, AND SHOOFA AND CUSTOMER CONSENT TO PERSONAL JURISDICTION IN THOSE COURTS. The Agreement constitutes the entire and exclusive agreement between the parties with respect to the subject matter hereof, and supersedes and replaces any other agreements, terms and conditions applicable to the subject matter hereof. No statements or promises have been relied upon in entering into this Agreement except as expressly set forth herein, and any conflicting or additional terms contained in any other documents (e.g. reference to a purchase order number) or oral discussions are void. Each party shall not disclose the terms or conditions of these Terms to any third party, except to its professional advisors under a strict duty of confidentiality or as necessary to comply with a government law, rule or regulation. Customer may grant approvals, permissions, extensions and consents by email, but any modifications by Customer to the Agreement must be made in a writing executed by both parties.
Now, therefore, in consideration of the mutual agreements and covenants herein contained, the parties hereto agree as follows:
1 - Policies.
Shoofa program use is subject to all applicable Shoofa policies. Policies may be modified at any time.
2 - The Program.
Upon signing up for the advertising service provided, Shoofa will advertise the promotions of the Client. The “Customers” (promotion consumers) will be able to instantly access the promotions using mobile phones supported by Shoofa. Shoofa guides customers directly to the client premises through turn by turn directions. Prior to paying their bill, customers will show the promotion to the client by displaying the promotion directly on their mobile phones.
Shoofa’s online reporting system keeps client continuously informed of how many customers Shoofa has referred. Client is solely responsible for Promotions and conditions, and all ad content and ad information whether generated by or for Client. Shoofa may modify any of its Programs at any time without liability.
The ultimate goal of the Shoofa program is the success of the client. The Shoofa advertising policies will help the client meet this goal and ensure the effectiveness of the promotions.
3 - Prohibited Uses; License Grant; Representations and Warranties.
When Client offer any Promotions through Shoofa, Client must be prepared to honor them. While using Shoofa, Client will not:
* fail to honor promotions offered by Client, unless the interested Customer fails to meet the posted terms;
* post false, inaccurate, misleading, defamatory, or libelous content;
* violate any laws, third party rights, or our policies;
* fail to deliver payment for any services provided to Client by Shoofa, unless the payment is waived due to an introductory promotion;
* circumvent or manipulate our fee structure, the billing process, or fees owed to Shoofa;
* post content or items in an inappropriate category;
* distribute or post spam;
Responsibility for the information contained in listings lies with each Client. Client is entirely responsible for the material Client posts and for the content, including, without limitation, all promotions transmitted through Shoofa. Nothing will undermine a Customer's confidence in Client faster than inaccurate statements or misleading representations about the promotion(s). And since any erosion of Customer confidence in Client is likely to be accompanied by erosion of Customer confidence in Shoofa, we require that the information Client supplies be accurate and that, in all respects, Client treats Customers referred by Shoofa fairly and honorably.
Though we cannot monitor every promotion advertised with Shoofa, we may perform random quality assurance tests to confirm that those who offer promotions via Shoofa are prepared to provide the goods or services on the terms on which they advertise them. If our tests reveal, or we otherwise learn, that a Client is engaging in "bait and switch" or other unfair or deceptive practices, Shoofa reserves the right to deny that Client use of the advertising service.
Client understands that third parties may use Client's ads for improper purposes, and Client accepts the risk of any such use. Client's exclusive remedy, and Shoofa's exclusive liability, for suspected invalid conversions is for Client to make a claim for a refund in the form of advertising credits for Shoofa within the time period required under Payment section below. Any refunds for suspected invalid impressions or clicks are within Shoofa's sole discretion.
Shoofa reserves the right to reject any ad copy. All orders are subject in all respects to the current rules and regulations, and current demands upon advertising space. Shoofa reserves the right to edit, reclassify, revise or cancel any advertisement at any time. Rates and specifications are subject to change.
4 - Payment.
By signing up and our advertising service, Client agrees to pay the fees specified, based on the number of Customers delivered to Client's business, regardless of whether Client is successful in consummating a transaction of Goods or Services as a result of the referral.
Client shall be responsible for all charges up to the amount of each Customer Referral, or as set in an online account, and shall pay all charges in U.S. Dollars or in such other currency as agreed to in writing by the parties. Unless agreed to by the parties in writing, Client shall pay all charges in accordance with the payment terms. Late payments bear interest at the rate of 1.5% per month (or the highest rate permitted by law, if less). Charges are exclusive of taxes. Client is responsible for paying all taxes, government charges, and reasonable expenses and attorneys fees Shoofa incurs collecting late amounts. To the fullest extent permitted by law, Client waives all claims relating to charges (including without limitation any claims for charges based on suspected invalid customer referrals) unless claimed within 60 days after the charge. Charges are solely based on Shoofa's measurements, unless otherwise agreed to in writing. To the fullest extent permitted by law, refunds (if any) are at the discretion of Shoofa and only in the form of advertising credit for only Shoofa. Nothing in these Terms or may obligate Shoofa to extend credit to any party. Client acknowledges and agrees that any credit card and related billing and payment information that Client provides to Shoofa may be shared by Shoofa with companies who work on Shoofa's behalf, such as payment processors. Shoofa may also provide information in response to valid legal process, such as subpoenas, search warrants and court orders, or to establish or exercise its legal rights or defend against legal claims. Shoofa shall not be liable for any use or disclosure of such information by such third parties.
5 - Cancellation.
Client may cancel advertising online through Client's account if online cancellation functionality is available, or, if not available, with prior written notice to Shoofa, including without limitation electronic mail. Shoofa Promotions advertising cancelled online will cease serving shortly after cancellation. Shoofa may cancel immediately any Promotion, any of its Programs, or these Terms at any time with notice, in which case Customer will be responsible for any ads already run. Sections 1, 2, 3, 5, 6, 7, 8, and 9 will survive any expiration or termination of this Agreement.
6 - Disclaimer and Limitation of Liability.
Client will not hold Shoofa responsible for other Customers' actions or inactions. Shoofa is not involved in the actual transaction between third party purveyors and interested third parties. Shoofa has no control over and does not guarantee the quality, safety or legality of Client Goods or Services advertised, the truth or accuracy of listings, the ability of Clients to sell items, the ability of Customers to pay for items, or that an interested Customer and a Client will actually complete a transaction.
Further, we cannot guarantee continuous or secure access to our services, and operation of Shoofa may be interfered with by numerous factors outside of our control. Accordingly, to the extent legally permitted, we exclude all implied warranties, terms and conditions. We are not liable for any loss of money, goodwill, or reputation, or any special, indirect, or consequential damages arising out of Clients' use of Shoofa. Some jurisdictions do not allow the disclaimer of warranties or exclusion of damages, so such disclaimers and exclusions may not apply to such Clients.
Shoofa's liability for an error will not exceed the cost of the space occupied by the error, and in no event shall Shoofa's liability for Clients' use of Shoofa's advertising services exceed the amount Client paid for the use of the services.
7 - Release.
If Client has a dispute with one or more Customers, Client releases Shoofa (and our officers, directors, agents, subsidiaries, joint ventures and employees) from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes. If Client is based in California, Client waives California Civil Code §1542, which says: "A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor."
8 - Access and Interference.
Much of the information on Shoofa is updated on a real-time basis and is proprietary or is licensed to Shoofa by our Customers or third parties. Clients and Customers agree that they will not use any robot, spider, scraper or other automated means to access Shoofa for any purpose without prior express written permission from Shoofa.
Additionally, Clients and Customers agree that they will not:
* take any action that imposes or may impose (in our sole discretion) an unreasonable or disproportionately large load on the Shoofa infrastructure;
* copy, reproduce, modify, create derivative works from, distribute, or publicly display any content (except for Clients' information) from Shoofa without the prior express written permission of Shoofa and the appropriate third party, as applicable;
* interfere or attempt to interfere with the proper working of Shoofa or any activities conducted on Shoofa; or
* bypass our robot exclusion headers or other measures we may use to prevent or restrict access to Shoofa.
9 - Privacy.
Shoofa does not sell or rent Clients' personal information to third parties for their marketing purposes without Clients' explicit consent. Shoofa views protection of Clients' and Customers' privacy as a very important Community principle. Shoofa stores and process Clients' information on computers located in the United States that are protected by physical as well as technological security devices. Client can access and modify the information Client provides to Shoofa by signing-in to Clients' account.
10 - Indemnification.
Client shall indemnify and defend Shoofa, its officers, directors, partners, agents, affiliates, licensors, subsidiaries, joint ventures and employees from any claim or liability (collectively, "Liabilities"), arising out of Use of Shoofa advertising programs or related to any part of this agreement or for violation of any law or the rights of a third party.
11 - No Agency.
No agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by this Agreement. Both Shoofa and Client are independent contractors.
12 - Law Governing this Agreement.
THE AGREEMENT MUST BE CONSTRUED AS IF BOTH PARTIES JOINTLY WROTE IT AND GOVERNED BY MARYLAND LAW EXCEPT FOR ITS CONFLICTS OF LAWS PRINCIPLES. ALL CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE MARYLAND PROGRAM(S) SHALL BE LITIGATED EXCLUSIVELY IN THE FEDERAL OR STATE COURTS OF MONTGOMERY COUNTY, MARYLAND, USA, AND SHOOFA AND CUSTOMER CONSENT TO PERSONAL JURISDICTION IN THOSE COURTS. The Agreement constitutes the entire and exclusive agreement between the parties with respect to the subject matter hereof, and supersedes and replaces any other agreements, terms and conditions applicable to the subject matter hereof. No statements or promises have been relied upon in entering into this Agreement except as expressly set forth herein, and any conflicting or additional terms contained in any other documents (e.g. reference to a purchase order number) or oral discussions are void. Each party shall not disclose the terms or conditions of these Terms to any third party, except to its professional advisors under a strict duty of confidentiality or as necessary to comply with a government law, rule or regulation. Customer may grant approvals, permissions, extensions and consents by email, but any modifications by Customer to the Agreement must be made in a writing executed by both parties.