TERMS OF SERVICE

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1. USER CONSENT.

If you sign up for any membership or use any of the Services, 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. SERVICE MODIFICATIONS.

ShopRunner reserves the right, at any time, to modify the ShopRunner Content (as defined below in the Conditions of Use), the Service, or any part thereof with or without notice.

3. 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 benefits through the Retailers that are part of the ShopRunner program. ShopRunner shall not reimburse you if you fail to receive benefits (as an example, if you incur shipping costs) by failing to log-in to the Service.

4. MEMBERSHIP SIGN-UP, RENEWAL AND CANCELLATION.

1. 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 or PayPal for payment of your ShopRunner membership. 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. Membership fees are fully earned upon payment. ShopRunner only accepts U.S. and Canadian billing addresses.

2. AUTOMATIC RENEWAL.
   UNLESS YOU ARE ENROLLED IN A PROMOTIONAL MEMBERSHIP SUBJECT TO DIFFERENT TERMS, YOUR MEMBERSHIP FOR THE SERVICE WILL AUTOMATICALLY RENEW EACH YEAR, FOR ANNUAL MEMBERSHIPS, AND EACH MONTH, FOR MONTHLY MEMBERSHIPS, UNLESS YOU INDICATE AFTER ANY APPLICABLE TRIAL PERIOD, THROUGH YOUR ACCOUNT AND PRIOR TO YOUR RENEWAL DATE, THAT YOU WANT YOUR MEMBERSHIP TO BE CANCELLED. IF YOU HAVE NOT CANCELLED YOUR MEMBERSHIP 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. EXCEPT AS DESCRIBED BELOW ALL FEES RELATED TO A RENEWAL OF YOUR MEMBERSHIP ARE NON-REFUNDABLE.

3. GUESTS.
   Once you have paid for your ShopRunner membership, you may invite up to four eligible household members living in your house ("Guest") 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. ShopRunner accounts are intended to be used only by the individual who registers the account (and his/her permitted household members). Sharing or otherwise allowing anyone other than your invited household members access to your ShopRunner account is prohibited.

4. CANCELLATION.
   You may cancel your ShopRunner membership effective immediately or effective at the end of your current subscription term. If you cancel your ShopRunner membership effective immediately, including promotional or trial memberships 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. If you or your registered household members have made any eligible purchases only during the designated free period, a full refund will be given if you cancel your membership. If eligible purchases are made after the designated free period by you, or your registered household members you may cancel your membership effective at the end of your current membership term and receive no refund, or you may cancel your membership effective immediately and receive a pro rata refund of the unused portion (that is, the period that is after the date of cancellation) of the membership fee you paid. At times we may sell promotional pre-paid Memberships either on a stand alone basis or in conjunction with third-party partners where such Memberships may be purchased on a stand-alone basis or as a part of a bundle with third party products or services ("Partner Memberships"). Partner Memberships are non-refundable regardless of how many times the service has been used. Please note, we cannot guarantee the processing of cancellation requests through email. To cancel your membership, go to the bottom of the My Account, and select "Cancel Membership" to cancel your membership at the end of your existing membership term, or select "Cancel Membership" and then "Refund my existing term" to cancel your membership immediately. You may also, contact ShopRunner Member Services at 1.888.721.7467 (SHOP). Certain promotional memberships are subject to different terms.

5. 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 or in accordance with the provisions set forth in Section (d) above, 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.

6. 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").

   1. AGREEMENT ACCEPTANCE. 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 4(f) (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 4(a) (MEMBERSHIP FEES), 4(b) (AUTOMATIC RENEWAL), 4(d) (CANCELATION), and 4(e) (TRIAL MEMBERSHIP).

   2. GIFT MEMBERSHIP FEE. The Gift Purchaser agrees to pay the applicable fee for the Gift Membership. We only accept credit cards for the purchase of Gift Memberships. 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.

   3. CONTACT PERSONS. 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.

   4. RISK OF LOSS. 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.

7. 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.

8. LIFETIME MEMBERSHIP
   ShopRunner offers a lifetime membership plan for a one-time, non-recurring fee, which membership allows you to access the ShopRunner services available at the time of your purchase for as long as those services are available. ShopRunner may introduce additional services from time to time which are excluded from the Lifetime Membership. A Lifetime Membership is valid for the member only and may not be assigned or transferred to any other person or to any other ShopRunner service or benefit. No refund of the Lifetime Membership fee will be given to any member who is unable to use his or her membership at any time. If your Lifetime Membership is terminated due to a violation of these Terms, no refund of any portion of your membership fee shall be provided. You may cancel your Lifetime Membership at any time, however no refund shall be provided if such cancellation does not occur within the first thirty (30) days. ShopRunner reserves the right to discontinue or modify its Service and/or any aspect of your Lifetime Membership at any time without notice, and makes no warranties or representations that any of its Services will continue to be available for any period of time. In purchasing a Lifetime Membership, you acknowledge and agree that the ShopRunner Service to which it applies could change or terminate at any time in the future.

5. BENEFITS

1. TWO-DAY SHIPPING BENEFIT.
   ShopRunner members are entitled to free two-day shipping on all eligible purchases. Purchases made through a Cross-border Service (as defined below) are subject to separate shipping terms in accordance with the applicable terms and conditions of third party service providers, as described in Section 5(g) below.

   1. ELIGIBLE ITEMS. Items that are eligible for ShopRunner benefits will be designated on the Retailer's site. ShopRunner is only available for certain online purchases and certain products on a Retailer's site, and ShopRunner may not be available on all web browsers (e.g., mobile websites, smart phone mobile or tablet applications). Certain Retailers may require a minimum aggregate order value in order for an order to be eligible for ShopRunner benefits. Please log into your ShopRunner account at check out on a device where ShopRunner is available to ensure you receive all the benefits of your ShopRunner membership.

   2. SHIPPING. Two-day shipping benefits are available for eligible items shipped to addresses in the contiguous United States (excluding P.O. boxes, APO/FPO/DPO and U.S. territories, possessions and protectorates). Most retailers will ship eligible items to Alaska, Hawaii, or Puerto Rico and the shipping will be free, but some in some cases, certain regions cannot be reached in two days. At checkout on a retailer's site, you will be notified if your order cannot be shipped to Alaska, Hawaii, or Puerto Rico using ShopRunner. If you have any questions about our service for Alaska, Hawaii, and Puerto Rico, please call 1.888.721.7467. "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 and means that the item will generally arrive at your address two business days after the package leaves the Retailer's warehouse. 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. Retailers also have daily order cut off times which may impact the delivery of your shipment. Please see our FAQs for more information about these cut-off times. Two-day shipping benefits do not include Retailer processing time; Retailers may have different processing times which may also 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 ShopRunner's or 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.

   3. RETURNS. 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 certain items shipped via ShopRunner are eligible for free returns. If your purchase was not eligible for ShopRunner's two-day shipping benefit, if return restrictions were indicated at the time of your purchase, if the Retailer's return policies restrict returns, or if your purchase occurred prior to your joining ShopRunner, you will not be able to obtain a pre-paid return label from us. Also note that some Retailers may charge restocking fees or fees on returns of non-defective items, or may provide refunds for returns in the form of store credits only. Please see our FAQs for more information about these fees.

2. EXPRESS CHECKOUT BENEFIT.
   When available, ShopRunner members have the option of using our Express Checkout service, in which the members stored personal information is used to complete the process necessary to complete an order with a participating Retailer. Please see our Privacy Policy, the terms of which are incorporated herein by reference, for more details of how we use your information in connection with this Service.

   1. ACCOUNT RESPONSIBILITIES. You are responsible for keeping your account information up to date in all respects and are fully responsible for all activities that occur under your account. By submitting an order to a Retailer, you are entering into an agreement with that Retailer over which ShopRunner has no control, and you will be subject to the Retailer's terms of service and privacy policy. You are responsible to ensure that all information populated in the order form is correct before you submit the order. ShopRunner is not responsible for any problems in connection with ordering from any Retailer resulting from account information you provided being incorrect or out of date in our systems. ShopRunner will not be liable for any loss or damage arising from your failure to comply with the above requirements. See Section 6(b) for additional information about your relationship with the Retailer.

3. SHOPRUNNER CENTRAL BENEFIT.
   ShopRunner members have the option of using our ShopRunner Central Service, in which we collect and store your email address and your emails relating to order confirmations, shipping notices, receipts, promotions and other shopping-related emails. Please see our Privacy Policy, the terms of which are incorporated herein by reference, for more details on how we use your information

   1. ACCOUNT CREATION. In order to use the ShopRunner Central Service, you must register your email account with ShopRunner and provide certain information about yourself as prompted. You may remove our access to your email account at any time by following the instructions in the Privacy Policy. ShopRunner may suspend or terminate your use of the Services in accordance with Section 12.

   2. ACCOUNT RESPONSIBILITIES. You are responsible for maintaining the confidentiality of your email login information and are fully responsible for all activities that occur under your email account. You agree to immediately notify ShopRunner of any unauthorized use, or suspected unauthorized use of your email account or any other breach of security. ShopRunner cannot and will not be liable for any loss or damage arising from your failure to comply with the above requirements.

4. SHOPRUNNER MOBILE APP BENEFIT.
   ShopRunner members have the option of downloading and using our ShopRunner Mobile App (the "App") for smartphones as a method of accessing ShopRunner benefits. By downloading and using the App you agree that any use of the App is governed by this Agreement and our Privacy Policy. Please see our Privacy Policy, the terms of which are incorporated herein by reference, for more details of how we use your information.

5. INVITE A FRIEND BENEFIT.
   ShopRunner may from time to time, offer ShopRunner members the ability to invite friends to join the Service and earn a reward for friends who join and meet the following qualifications (the "Invite a Friend Benefit"): (I) a friend must join the Service as a paying member and (ii) use the service at least one time after paying the membership fee for the service. The reward may be a $10.00 cash payment or such other reward as may be posted from time to time (a "Reward"). However, ShopRunner reserves the right to cancel any Reward from the Invite a Friend Benefit due to fraud or abuse of the benefit at its sole discretion, and reserves the right to add or change the rules, terms or conditions of the Invite a Friend Benefit for existing or future Rewards as ShopRunner may determine from time to time.

6. CROSS-BORDER BENEFIT.
   ShopRunner members and certain customers of participating Retailers may have the option of using a separate payment and shipping service through the Site or a participating Retailer's website (each, a "Cross-border Service") for purchases and delivery of products to certain countries outside of the United States, including China, from participating Retailers.

   1. THIRD PARTY SERVICE PROVIDERS. In using a Cross-border Service to purchase items, one or more third party service providers (each, a "Cross-border Provider") may handle payment and delivery of such items, and you may be directed to one or more Cross-border Provider websites to complete your transaction. Payments and deliveries handled by Cross-border Providers are subject to all separate terms and conditions of the Cross-border Providers. By using a Cross-border Service, in addition to this Agreement and any agreement from Retailer, you agree to be bound by the terms and conditions of the applicable Cross-border Provider websites and services.

   2. RETURNS. Items purchased using a Cross-border Service are not eligible for free return shipping and are subject to the applicable Retailer's return policy.

   3. PROHIBITED GOODS AND RESTRICTED PACKAGES. Nothing in this Agreement shall oblige us or any Cross-border Provider to accept Packages which contain or constitute:
      (i) substances which are classified as dangerous for transportation nationally or internationally under the United Nations Dangerous Goods Code;
      (ii) radioactive material or other substances presenting a similar hazard;
      (iii) any living creature;
      (iv) controlled drugs;
      (v) property, the carriage of which is prohibited by any law, regulation or statute of any federal, state or local government;
      (vi) parcels that exceed in any dimension 20" x 20" x 25"; or
      (vii) parcels that exceed 30 lbs in weight.
      If we (or any Cross-border Provider), in our (or any Cross-border Provider's) sole discretion, suspect any Package may: (i) spoil, leak or be dangerous; (ii) cause damage to any property or harm anyone; (iii) create an unsafe environment for operation of our (or any Cross-border Provider's) business; or (iv) violate any law or regulation, we (or any Cross-border Provider) reserve the right to, and you permit us (or any Cross-border Provider) to, reject the delivery of such package and/or open and inspect such Package.

   4. OUR FEES. Fees assessed by ShopRunner for a Cross-border Service, if any, will be set forth on the Site and will be additional to any fees set forth by a Cross-border Provider. We reserve the right to charge a per Package fee to you or to provide the Service without any fee payable by you. We reserve the right to change our fees at any time in our sole discretion by posting the changed fees on the Site; any such change will take effect a minimum of fourteen (14) days after notice is given on the Site.

   5. LOSS OR DAMAGE TO PACKAGE. ShopRunner shall not be liable under any circumstances for loss of or damage to any Package. You agree that all disputes and liabilities in any way relating to return, loss of or damage to any Package are governed by the terms and conditions of the Cross-border Providers.

   6. RETAILER TERMS OF SERVICE. Items purchased using a Cross-Border Service are also subject to the terms of service of the applicable Retailer. A link to each participating Retailer?s terms of service for transactions using a Cross-Border Service follow:

      Cole Haan Terms of Service
      GNC Terms of Service
      Neiman Marcus Terms of Service

6. RETAILER PARTICIPATION AND RESPONSIBILITIES.

1. RETAILER PARTICIPATION.
   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.

2. MEMBER-RETAILER RELATIONSHIP, RETAILER RESPONSIBILITIES.
   The Services help facilitate the checkout, order, shipping, delivery, and return process for eligible purchases from Retailers (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.

3. ADDITIONAL RETAILER CHARGES.
   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.

CONDITIONS OF USE

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

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7. 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.

8. 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.

9. USER GENERATED CONTENT.

ShopRunner is planning to enable User Content to be posted to the Service. Once ShopRunner enables such functionality, this Section 9 will apply.

1. 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.

2. 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).

3. 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.

4. 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.

10. 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 the 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.

11. COPYRIGHT; TRADEMARKS.

This Section 11 applies to all User Content posted to the Service or on the Site.

1. 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.

2. Copyright © 2011-2012, 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.

12. THIRD PARTY DISPUTES AND RELEASE.

This Section 12 applies to all User Content posted to the Service or on the Site.

1. 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.

2. 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."

13. TERM AND TERMINATION.

1. 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.

2. ShopRunner may immediately terminate this Agreement or immediately suspend or terminate your access to the Service or any aspects of the Service at ShopRunner's discretion and without notice., 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.

3. 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 5(c), and Sections 5(e7)-5(e8) and Sections 8-23.

4. 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, you will be entitled to a refund of 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. Such refund will be ShopRunner's maximum liability to you in the event that ShopRunner terminates your membership other than for your breach.

14. 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.

15. LIMITATION OF LIABILITY.

1. 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.

2. 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.

3. 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.

16. INDEMNITY TO SHOPRUNNER.

You agree to indemnify, defend, and hold harmless ShopRunner, its officers, directors, employees, agents, licensors, Retailers and suppliers from and against all losses, expenses, damages, and costs, including reasonable attorneys' fees, resulting from any violation of this Agreement or any activity related to your membership (including negligent or wrongful conduct) by you or any other person accessing the Site using your Internet account or using any of the Services using your membership. You are responsible for protecting and not disclosing your user name and password to others.

17. FORCE MAJEURE.

We shall be relieved of our obligation to perform this Agreement to the extent that the performance is prevented by your failure to perform this Agreement, fire, weather conditions, industrial dispute, labor disturbance or any other cause beyond our reasonable control.

18. PRIVACY POLICY.

You hereby agree that our privacy policy is incorporated into this Agreement by reference and shall form part of these Conditions.

19. 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.

20. ARBITRATION; WAIVER OF CLASS ACTION.

While we will make every reasonable effort to resolve any disagreements you may have with us, if these efforts fail you and we agree that all claims, disputes or controversies arising out of or relating to this Agreement or your use of the Site or Services are subject to binding arbitration. This includes Claims based on contract, tort (including intentional tort), fraud, agency, your or our negligence, statutory or regulatory provisions, or any other sources of law; Claims made as counterclaims, cross-claims, third-party claims, interpleaders or otherwise; and Claims made independently or with other claims. As used in this arbitration agreement, ShopRunner includes its parent, subsidiaries, divisions, or affiliates and their respective officers, directors, employees, agents, or successors. Notwithstanding the above, we both agree that you or we may bring suit in court to enjoin infringement or other misuse of intellectual property rights. The parties agree that the Federal Arbitration Act, including its procedural requirements, applies to any claim or dispute in connection with this Agreement.

YOU AND SHOPRUNNER ALSO AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER IN ARBITRATION ONLY IN YOUR OR SHOPRUNNER'S INDIVIDUAL CAPACITY AND IN SO DOING YOU AND SHOPRUNNER HEREBY WAIVE THE RIGHT TO A TRIAL BY JURY, TO ASSERT OR PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS ACTION ARBITRATION, TO ASSERT OR PARTICIPATE IN A PRIVATE ATTORNEY GENERAL LAWSUIT OR PRIVATE ATTORNEY GENERAL ARBITRATION, AND TO ASSERT OR PARTICIPATE IN ANY JOINT OR CONSOLIDATED LAWSUIT OR JOINT OR CONSOLIDATED ARBITRATION OF ANY KIND. HOWEVER, SHOPRUNNER WILL NOT INVOKE ITS RIGHT TO ARBITRATE ANY INDIVIDUAL CLAIM THAT YOU BRING IN SMALL CLAIMS COURT, AS LONG AS IT IS BROUGHT AND MAINTAINED AS AN INDIVIDUAL CLAIM.

Either party may initiate arbitration, which shall be conducted by the American Arbitration Association ("AAA") pursuant to its Commercial Arbitration Rules and Supplemental Procedures for Consumer-Related Disputes in effect on the date the arbitration is filed ("AAA Rules"), as modified by this Arbitration Agreement. The AAA Rules are available on the AAA's website www.adr.org, or by calling the AAA at (800) 778-7879. Any arbitration hearing that you attend will be held at a place chosen by the AAA in the same city as the U.S. District Court closest to your then current billing address, or at some other place to which you and we agree in writing. A single, neutral arbitrator will resolve Claims. The arbitrator will be either a lawyer with at least ten (10) years experience or a retired or former judge, selected in accordance with the AAA rules. Those procedures and rules may limit the discovery available to you or us. The arbitrator will take reasonable steps to protect your customer account information and other confidential information if requested to do so by you or us. The payment of administrative and arbitrator's fees will be governed by the AAA's rules. Unless your claim is valued at more than $75,000, we waive the right to recover an award of attorney's fees and expenses against you. The arbitrator's award is final and binding on the parties. Any Claim you have must be commenced within one (1) year after the Claim arises.

21. 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. Any changes will be effective on the earlier of the date specified in the e-mail to you or the posting of the notice on the Site, provided that the changes will not apply to your use of the Site or Services prior to the effective date of the changes. If you do not accept the changes, you should cancel your ShopRunner membership before the effective date of these changes, and 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. You should check the Site regularly to stay informed of these terms and any changes. Your continued use of our Site or the Service after any change, regardless of whether a notification of such change was received by you directly, will indicate your acceptance and agreement to such change.

22. 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: https://en.wikipedia.org/wiki/Content-control_software.

23. 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

Last updated November 2016