Terms and Conditions

This Terms of Service Agreement ("Agreement") is between you and ShopRunner, Inc. ("ShopRunner" or "us" or "we"), and governs your use of the ShopRunner website(s) ("Site"), and the services we provide to you in connection with ShopRunner Retailers ("Service(s)"). A "ShopRunner Retailer" or "Retailer" is a retailer that makes ShopRunner benefits available to ShopRunner members.

1. USER CONSENT. If you sign up for a membership, you agree to the terms of this Agreement. Please note that your use of the Site and the Services are also governed by our CONDITIONS OF USE set forth below and our Privacy Policy, all of which, as may be amended from time to time, are incorporated into this Agreement. Please read the CONDITIONS OF USE set forth below carefully, as it includes important provisions regarding your use of the Site and the Services, such as provisions regarding TERM AND TERMINATION, DISCLAIMER OF WARRANTIES, and LIMITATION OF LIABILITY. This Agreement, including the CONDITIONS OF USE and Privacy Policy, constitutes the entire agreement between the parties as to the subject matter hereof and supersedes all prior or contemporaneous oral or written agreements, representations, statements, negotiations, understandings, proposals, and undertakings with respect to the subject matter of this Agreement.
2. BENEFITS. ShopRunner members are entitled to free two-day shipping on all eligible purchases. There is no minimum purchase requirement.
3. GUESTS. Once you have paid for your ShopRunner membership, you may invite up to four eligible household members living in your house to enjoy your ShopRunner membership at no extra cost. All guests agree to be bound by the terms and conditions contained in this Agreement, and you agree to remain responsible for all actions of your guests with respect to your ShopRunner membership. You may change and/or remove guests at any time through the Your Account feature. For purposes of this Agreement "you" and "your" shall be deemed to include all guests entitled to use the ShopRunner membership.
4. ELIGIBLE ITEMS. Each Retailer's items that are eligible for ShopRunner benefits will be designated on that Retailer's site.
5. SHIPPING and RETURNS. Two-day shipping benefits are available for eligible items shipped to addresses in any state in the United States and Puerto Rico (excluding P.O. boxes, APO/FPO and U.S. territories, possessions and protectorates). "Two-day shipping" is a general reference we and our Retailers use to determine your estimated delivery date of the goods ordered from the Retailer. Two-day shipping benefits apply to business days only; however, Retailers may designate certain products for which special weekend and other shipping options may apply. Two-day shipping benefits do not include Retailer processing time; Retailers may have different processing times or daily order cut off times which may impact the delivery of the shipment. This Agreement does not reflect product availability or the actual shipping date. Neither we nor any Retailer guarantees delivery of products within the estimated transit time or by the estimated delivery date. Note that the Retailer may provide you with additional shipment information at the time of your order (e.g., product stock-outs, back-orders, or other potential delays). The Retailer may ship the products by ground or air at the Retailer's discretion (the terms "ground" and "air" do not correspond to any carrier-branded shipping services). If only some items in your order are eligible for the Service, you acknowledge and agree that you will pay applicable shipping charges for the ineligible items. Changing or combining orders, or changing your shipping address, speed, or preferences may affect Service eligibility, depending on each Retailer's policies.
   
   For all returns of items eligible for ShopRunner benefits, ShopRunner members must follow the Retailer's return policies and instructions that are set forth on the Retailer's website. In the event that a Retailer that participates in the Service offers free shipping on returns we will direct you to return the ShopRunner eligible item through the Retailer's standard process and not through the Service. For items eligible for ShopRunner benefits that are shipped via the Service we will provide you with a postage paid return label that can be used to return such items back to the Retailer. To obtain your ShopRunner pre-paid return label simply sign in to the My Account section on www.shoprunner.com. Next to each ShopRunner eligible order there is a link to generate a pre-paid return label. Print the label, affix it to your return packaging and follow the rest of the Retailer's return instructions. Please remember that only items shipped via ShopRunner are eligible for free returns. If you purchase a non-ShopRunner eligible item from a participating Retailer or if you purchase items from any ShopRunner participating retailer prior to joining ShopRunner, you will not be able to obtain a pre-paid return label from us.
6. MEMBERSHIP FEES. If you are purchasing a membership subscription for yourself, you agree to pay the applicable fee for your membership subscription. From time to time, we may offer different subscriptions terms, and the membership fees for such subscriptions may vary. We only accept credit cards for payment of your ShopRunner membership, and you acknowledge and agree that you will not attempt to sign up for the Service with a debit card. The ShopRunner membership fee is non-refundable except as expressly provided in this Agreement. Taxes may apply (and ShopRunner may collect such taxes by charging your credit card) on either or both of the membership fee and the reduced shipping charges for the Service. Some Retailers may add additional product, order, handling fees and/or taxes to products purchased in connection with the Service. If you believe you were overcharged for shipping fees by a ShopRunner Retailer, please contact ShopRunner Customer Service (not the Retailer). If we determine that you were overcharged shipping fees, we will reimburse you the amount of the overcharge. Membership fees are fully earned upon payment.
7. AUTOMATIC RENEWAL. YOUR MEMBERSHIP FOR THE SERVICE WILL AUTOMATICALLY RENEW EACH YEAR, FOR ANNUAL MEMBERSHIPS, AND EACH MONTH, FOR MONTHLY MEMBERSHIPS, UNLESS YOU INDICATE, THROUGH YOUR ACCOUNT AND PRIOR TO YOUR RENEWAL DATE, THAT YOU DO NOT WANT YOUR MEMBERSHIP TO RENEW. IF YOU HAVE NOT CANCELLED THE AUTOMATIC RENEWAL PRIOR TO YOUR RENEWAL DATE, WE WILL (AND YOU AUTHORIZE US TO) CHARGE YOUR MEMBERSHIP FEE TO THE CREDIT CARD WE HAVE ON FILE FOR YOU. UNLESS OTHERWISE STATED, RENEWAL TERMS ARE FOR ONE YEAR, FOR ANNUAL MEMBERSHIPS (INCLUDING ANNUAL MEMBERSHIP PLANS THAT INCLUDED A SPECIAL PROMOTION FOR LESS THAN AN INITIAL YEAR DURING THE PROMOTIONAL PERIOD), OR ONE MONTH, FOR MONTHLY MEMBERSHIPS, AT THE THEN STANDARD RATE. ALL FEES RELATED TO A RENEWAL OF YOUR MEMBERSHIP ARE NON-REFUNDABLE.
8. CANCELLATION. If you cancel your ShopRunner membership, including promotional membership offered through the Site, and (i) neither you nor your registered household members have ever made an eligible purchase and (ii) you have not breached any term of this Agreement, we will refund the membership fee you paid for the current term of your membership. For an annual membership if you or your registered household members have made any eligible purchases only during the designated trial period, a full refund will be given if you cancel your membership. If eligible purchases are made after the designated free trial period by you, or your registered household members no refund will be given if you cancel your membership. Memberships purchased through third parties as part of a special promotional plan are non-refundable during the promotional period regardless of the number of times the Service has been used. Monthly memberships, which may start with a free trial portion, will continue in effect unless and until you cancel your membership or we terminate it. You must cancel your membership before it renews each month in order to avoid billing of the next month's membership fees.
9. TRIAL MEMBERSHIP. We may offer certain customers various trial memberships, which are subject to this Agreement except as otherwise stated in the promotional offers. We may offer such trial memberships at no charge. Trial memberships are limited to one per person. If you are an invited household member of a ShopRunner member you are not eligible to receive a free trial membership. We require you to provide your credit card information when you register for a trial membership. ShopRunner reserves the right to reject or terminate your trial membership at any time, for any reason or no reason. If you do not cancel your trial membership within the time stated in the promotion for the trial membership, we will (and you authorize us to) charge you the full annual membership fee or monthly membership fee, as applicable, to the credit card we have on file for you.
10. MEMBERSHIP PLANS. We may offer a number of membership plans, including special promotional plans or memberships with different limitations. Some of these promotional memberships are offered by third parties in conjunction with the provision of their own products and services. We reserve the right to modify, terminate or otherwise amend our offered membership plans. Unless explicitly set forth in the special promotion, trial memberships are not offered as part of the special promotional plans or memberships.
11. RETAILER PARTICIPATION. Please note that the Retailers that are part of our ShopRunner program may vary from time to time, and you acknowledge and agree that your membership is not contingent upon the participation of any specific Retailer in our ShopRunner program.
12. SERVICE MODIFICATIONS. ShopRunner reserves the right, at any time, to modify the ShopRunner Content, the Service, or any part thereof with or without notice.
13. SERVICE ELIGIBILITY. If you are under 18, you may use the Services only with involvement of a parent or guardian. ShopRunner reserves the right to refuse service, terminate accounts, remove or edit content, or cancel orders in our sole discretion. Note that Retailers may have additional age restrictions and eligibility requirements for their sites. You shall log-in to the Service to receive two-day shipping benefits through the Retailers that are part of the ShopRunner program. ShopRunner shall not reimburse you for any shipping costs incurred by you as a result of failing to log-in to the Service.
14. GIFT MEMBERSHIP PURCHASES. This provision applies to you if you (the "Gift Purchaser") are purchasing a membership subscription ("Gift Membership") for a third party, or you are the third party receiving the Gift Membership (the "Gift Recipient").

    (a) This Agreement is accepted by Gift Purchaser upon Gift Purchaser's purchase of a Gift Membership, provided that only the following provisions apply to Gift Purchaser: Section 1 (USER CONSENT) and 14 (GIFT MEMBERSHIP PURCHASES). This Agreement is accepted by Gift Recipient upon Gift Recipient's activation of a membership subscription, provided that the following provisions do not apply to Gift Recipient: Sections 6 (MEMBERSHIP FEES), 7 (AUTOMATIC RENEWAL), 8 (CANCELATION), and 9 (TRIAL MEMBERSHIP).
    (b) The Gift Purchaser agrees to pay the applicable fee for the Gift Membership. We only accept credit cards for the purchase of Gift Memberships, and the Gift Purchaser acknowledges and agrees that the Gift Purchaser will not attempt to purchase a Gift Membership with a debit card. The Gift Membership fee is non-refundable. Taxes may apply (and ShopRunner may collect such taxes by charging the Gift Purchaser's credit card) on the Gift Membership fee.
    (c) We will collect the Gift Purchaser's and the Gift Recipient's names and e-mail addresses in order to send e-mails notifying the Gift Purchaser and the Gift Recipient of the Gift Membership purchase. Gift Memberships cannot be transferred a different third party.
    (d) The risk of loss and title for Gift Membership passes to the Gift Recipient upon our e-mail to the Gift Recipient of the Gift Membership. We are not responsible if such e-mail is blocked or deleted before the Gift Recipient activates a membership subscription.

15. MEMBER-RETAILER RELATIONSHIP, RETAILER RESPONSIBILITIES. The Services help facilitate the shipping and return process for eligible purchases from Retailers and, depending on additional Services ShopRunner may offer and that you elect to use, may help facilitate the checkout and order process (including through the release of information you have provided to ShopRunner to applicable Retailers). However, ShopRunner is not the supplier, provider or manufacturer of any products that you may purchase from Retailers. Accordingly, if you have any questions or concerns regarding the products that you have ordered using the Service, you should contact the applicable Retailer. ShopRunner will not answer questions regarding the products. Additionally, ShopRunner has no obligation to respond to any requests by you regarding the use, operation, or features of any product you order in connection with the Service. We are not responsible for (i) the products and services provided by any such Retailer or (ii) the use of any personal identifying information by any Retailer whether provided by you or by us in accordance with the Privacy Policy.

CONDITIONS OF USE

If you use the Site or Services, you agree to the following conditions of use:

1. YOUR ACCOUNT. When you create a membership account for the Service, you will also be asked to choose an account name and password. You are solely responsible for any and all use of your account and for maintaining the confidentiality of your password. You agree not to provide your account name and password to any other person or to use the account of another user of the Service at any time. You agree to notify us immediately if you suspect any unauthorized use of or access to your account. We reserve the right, but have no obligation, to accept or refuse your membership request in our discretion. You may not transfer or assign your ShopRunner membership. We reserve the right to place a membership account on hold at our discretion to investigate potential fraud or misuse of the Service. You acknowledge that, although ShopRunner's objective is to make the Service accessible 24 hours per day, 7 days per week, the Service may be unavailable from time to time for any reason including, without limitation, routine maintenance. You understand and acknowledge that due to circumstances both within and outside of the control of ShopRunner, access to the Service may be interrupted, suspended or terminated from time to time. All purchases by you through the Service are for personal use and not for resale.
2. CONTENT; FEEDBACK. The information and content ShopRunner makes available on the Site and on Retailer sites via the Service (the "ShopRunner Content") is protected by copyright or other intellectual property laws throughout the world. Any unauthorized reproduction or modification, distribution, or performance of any ShopRunner Content is strictly prohibited. ShopRunner and its suppliers reserve all rights not granted in this Agreement. You hereby assign to ShopRunner all rights in any feedback or suggestions ("Feedback") you provide to ShopRunner and agree that ShopRunner will have the right to use the Feedback and related information in any manner it deems appropriate.
3. USER GENERATED CONTENT. ShopRunner is planning to enable User Content to be posted to the Service. Once ShopRunner enables such functionality, this Section 3 will apply.

   (a) ShopRunner Removal. You understand and agree that ShopRunner may (but is not obligated to): review any content, communication, information, works of authorship, messages, photos, videos, URLs, profiles, and the like (collectively, "User Content") that is published, displayed, or transmitted by you (hereinafter, "posted") on or through the Service for other users of the Site, and delete any such User Content for any reason in its sole discretion. You further understand and agree that ShopRunner may take any action, including deletion of User Content or the barring of access to the Service, in response to conduct or User Content that in the sole judgment of ShopRunner violates this Agreement or is offensive, illegal, or violates the rights of, harms, or threatens the safety of, other members or third parties. You are solely responsible for the User Content that you post on the Service.
   (b) By posting User Content to any public or private network area of the Service ("Publicly Posted Content"), you grant to ShopRunner an irrevocable, perpetual, non-exclusive, royalty-free and fully paid, worldwide license to reproduce, distribute, publicly display and perform (including by means of a digital audio transmission), and otherwise use or exploit such Publicly Posted Content and to prepare derivative works of, or incorporate into other works, such Publicly Posted Content, and to grant sublicenses of the foregoing rights. In addition, you represent and warrant that you have the right to grant the foregoing license and to post the Publicly Posted Content, that you will not post any illegal or Prohibited Content (as defined below), and that you will not infringe, misappropriate, violate or contravene any third party rights (including, without limitation, any intellectual property rights).
   (c) Prohibited Content. The following is a partial list of the kind of User Content that is prohibited on the Service ("Prohibited Content"), which ShopRunner may take into account in taking any action in its sole discretion, including actions to delete or prevent access to User Content, to limit or bar access to the Site, or to terminate or limit any relationship between you and ShopRunner or the Site. ShopRunner reserves the right (but is not obligated) to investigate and to take appropriate legal action in its sole discretion for any violation of this provision, including without limitation, removing Prohibited Content from the Service, notifying the appropriate authorities regarding and identifying the source of Prohibited Content and terminating the membership of such violators. Prohibited Content includes, without limitation, User Content that: (a) is patently offensive to the online community, such as User Content that promotes racism, bigotry, hatred or physical harm of any kind against any group or individual; (b) bullies, harasses or advocates harassment of another person; (c) includes "junk mail" or "chain letters"; (d) promotes or contains information that you know, or should know, is false, misleading or promotes illegal activities or conduct that is abusive, threatening, obscene, defamatory or libelous; (e) promotes or contains an illegal and/or unauthorized copy ("pirated") of another person's copyrighted work (whether marked as such, or not); (f) is obscene; (g) exploits people under the age of 18; (h) provides instructional information about illegal activities; (i) undermines the quality, appeal, or usefulness of the Service; or (j) solicits passwords or personal identifying information of any kind for commercial or unlawful purposes from other members, and engages in commercial activities and/or sales without our prior written consent such as contests, sweepstakes, barter, advertising, and pyramid schemes.
   (d) Other Prohibited Activates. You will not use any device, software, or routine to interfere or attempt to interfere with any application, function, or use of the Service. You shall not decompile, disassemble, decrypt, extract, reverse engineer, or otherwise attempt to derive the source code of the software (including the tools, methods, processes, and infrastructure) enabling or underlying the Service.

4. ELECTRONIC COMMUNICATIONS. When you visit the Site, use the Service, or send e-mails to us, you are communicating with us electronically and you hereby consent to receive communications from us electronically. We will communicate with you by e-mail or by posting notices on this site. You agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.
5. COPYRIGHT; TRADEMARKS.

   (a) You may not post, distribute, or reproduce in any way any copyrighted material, trademarks, or other proprietary information unless you have the right to do so. If you believe that your work has been copied and posted on the Service in a way that constitutes copyright infringement, please follow the requirements for appropriate notifications under the Digital Millennium Copyright Act (DMCA), 17 U.S.C. § 512. That means, at a minimum, you must provide our Copyright Agent with the following information: an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; a description of the copyrighted work that you claim has been infringed; an identification of the location on the Site of the material that you claim is infringing; your address, telephone number, and e-mail address; a written statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner's behalf. ShopRunner's Copyright Agent for notice of claims of copyright infringement can be reached by writing the following: info@ShopRunner.com.
   (b) Copyright © 2011, ShopRunner, Inc. All rights reserved. "ShopRunner" and other related graphics, logos, service marks, and trade names used on the Site are the trademarks of ShopRunner and may not be used without permission in connection with any third party products or services. Other trademarks, service marks, and trade names that may appear on the Site are the property of their owner. Please contact info@ShopRunner.com to determine whether such a use requires authorization.
   

6. THIRD PARTY DISPUTES AND RELEASE.

   (a) You are solely responsible for your interactions with other users of the Service and Retailers. ShopRunner reserves the right, but has no obligation, to monitor, or take any action ShopRunner deems appropriate regarding, disputes between you and other users or Retailers. To the extent permitted under applicable laws, you hereby release ShopRunner from any and all claims or liability related to: (a) any User Content posted on the Service; or (b) the conduct, whether online or offline, of any Retailer or other user.
   (b) In connection with the release above, you hereby waive California Civil Code Section 1542 (and any similar provision in any other jurisdiction) which states: "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."

7. TERM AND TERMINATION.

   (a) Subject to this Section, this Agreement will remain in full force and effect while you use the Service and/or have an account on the Site. You may terminate your account at any time, for any reason, by following the instructions on the "My Account" pages applicable at the time of your termination or by calling member services.
   (b) ShopRunner may immediately terminate this Agreement or immediately suspend or terminate your access to the Service. ShopRunner may send notice of such termination or suspension to you at the e-mail address you provide in your member registration or such other e-mail address as you may later provide to ShopRunner. If you cease to be a Member or remove a guest, the guest membership will terminate and your right to access and use the Service will terminate immediately.
   (c) Upon termination of this Agreement by either party, your right to access and use the Service will terminate immediately. Even after this Agreement is terminated, the following provisions of this Agreement will remain in effect: Section 3(b) and Sections 4 - 14.
   (d) You agree that we will have no liability to you for any costs, losses, damages, or liabilities arising out of or related to our termination of this Agreement due to your breach; and if we terminate the Service or terminate your membership other than for your breach, our maximum liability will be to refund to you an amount equal to the membership fee you paid multiplied by the fraction "n/12" (where "n" is the number of full months remaining in your subscription), for annual memberships, or "n/30" (where "n" is the number of days remaining in your subscription), for monthly memberships.

8. DISCLAIMER OF WARRANTIES. THE SITE AND SERVICES ARE PROVIDED BY SHOPRUNNER ON AN "AS IS" AND "AS AVAILABLE" BASIS. SHOPRUNNER DISCLAIMS ALL REPRESENTATIONS, WARRANTIES, AND CONDITIONS, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, WITHOUT LIMITATION, THOSE OF TITLE, NONINFRINGEMENT, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR ACCURACY.
9. LIMITATION OF LIABILITY.

   (a) IN NO EVENT SHALL WE BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOST PROFIT OR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES ARISING FROM OR RELATED TO THIS AGREEMENT, THE SITE, AND/OR THE SERVICES, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
   (b) OUR LIABILITY TO YOU FOR ANY DAMAGES ARISING FROM OR RELATED TO THIS AGREEMENT, THE SITE, AND/OR THE SERVICES (FOR ANY CAUSE OF ACTION), WILL AT ALL TIMES BE LIMITED TO THE GREATER OF FIFTY US DOLLARS ($50) AND THE AMOUNTS YOU PAID TO US FOR THE SERVICE IN THE TWELVE (12) MONTHS PRIOR TO THE ACCRUAL OF THE CLAIM.
   (c) SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OF CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU AND YOU MAY ALSO HAVE OTHER LEGAL RIGHTS THAT VARY FROM JURISDICTION TO JURISDICTION.

10. APPLICABLE LAW.This Agreement and any action related thereto will be governed, controlled, interpreted, and defined by and under the laws of the Commonwealth of Pennsylvania, without giving effect to any principles that require the application of the law of a different jurisdiction. By using this Site or the Services, you consent to the personal jurisdiction and venue in the state and federal courts of Montgomery County, Pennsylvania. The United Nations Convention on Contracts for the International Sale of Goods shall not govern this Agreement and is hereby disclaimed.
11. ARBITRATION. Any claim or dispute in connection with this Agreement shall be resolved in a cost effective manner through binding non-appearance-based arbitration. The arbitration shall be initiated through an established alternative dispute resolution provider mutually agreed upon by the parties. The alternative dispute resolution 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. Notwithstanding the foregoing, we may seek injunctive or other equitable relief to protect our intellectual property rights in any court of competent jurisdiction.
12. MODIFICATION. This Agreement is subject to revision by ShopRunner. If we deem any of the revisions to be material changes, we will notify you in advance by sending you an e-mail to the last e-mail address you provided to us and by posting notice of the changes on our Site. If you cancel your ShopRunner membership before the effective date of these changes, we will refund to you a prorated share of your membership fee. This refund is your sole and exclusive remedy, and ShopRunner's sole and exclusive obligation for any such cancelation, and does not apply to any other changes we may make. If any change is found invalid, void, or for any reason unenforceable, that change is severable and does not affect the validity and enforceability of any remaining changes or conditions. This Agreement is updated frequently and you should check the Site regularly for any new notices of changes. Your continued use of our Site or the Service after any change, regardless of whether a notification of such change was sent to you directly, will indicate your acceptance and agreement to any amendments or changes to this Agreement, the Site, or the Service.
13. DISCLOSURES. ShopRunner is located at 225 Washington Street, 3rd floor, Conshohocken, PA 19428. If you are a California resident, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them in writing at 400 R Street, Sacramento, CA 95814, or by telephone at (800) 952-5210. You should note that parental control protections (such as computer hardware, software, or filtering services) are commercially available that may assist you in limiting access to material that is harmful to minors. Current providers of such protections can be found at: http://www.en.wikipedia.org/wiki/List_of_Content_Control_Software.
14. MISCELLANEOUS. If any provision of this Agreement is, for any reason, held to be invalid or unenforceable, the other provisions of this Agreement will be unimpaired and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law. You may not assign, by operation of law or otherwise, any of its rights, or delegate any of its duties, under this Agreement to any third party without ShopRunner's prior written consent. Any assignment, delegation or transfer in violation of the foregoing will be null and void.

If you have any questions about the foregoing, please contact us at the following e-mail address: info@shoprunner.com