Shopping.com UK User Agreement

Last Updated: May, 2006

This User Agreement (or "Agreement") is a legal agreement between you and Shopping Epinions International Limited, an Irish incorporated company with its principal place of business at Unit 6 Blanchardstown Corporate Park, Dublin 15, Ireland ("Shopping.com" or "us") governing your participation on the DoorOne, Shopping.com and DealTime sites and all co-branded versions of these sites, which are referred to collectively as the "Shopping.com Network." By using, accessing or registering as a member of the Shopping.com Network, you agree to be bound by and hereby become a party to all the terms of this Agreement. If you do not agree with the terms and conditions in this Agreement, you may not use the Shopping.com Network. We can amend this Agreement either by emailing you about the amended terms, which take effect when we send you the email, or by posting the amended terms on the Shopping.com Network, which take effect when we post them. By continuing to access or use the Shopping.com Network after any such amendment, you agree to be bound by the terms of the amended Agreement. Otherwise, this Agreement may be amended only by a writing physically signed by us.

A Note About Minors

The Shopping.com Network is not targeted towards, nor intended for use by anyone under the age of 18. By using the Shopping.com Network, you represent and warrant that you are 18 years of age or older. If you are not at least 18 years of age, do not use, access or register for the Shopping.com Network. We reserve the right to terminate your access in the event that Shopping.com becomes aware you are under 18.

Content

Shopping.com provides a number of different services to assist you in comparison shopping for products. Shopping.com provides information regarding products and third party merchants, and links to third party merchants that are selling listed products. Shopping.com is paid by merchants or other third parties to list products on the Shopping.com Network. The products listed on the Shopping.com Network are sold by third party merchants, and are not sold by Shopping.com.

Shopping.com does not sell, resell or license any products listed on the Shopping.com Network, nor is Shopping.com acting as an agent of sale. Shopping.com disclaims any responsibility for, or liability related to, such products (see Disclaimer of Warranties below). Any question, complaints or claims should be directed to the appropriate merchant or seller.

Shopping.com does not warrant that product descriptions, pricing, editorial commentary or any other content of the Shopping.com Network, regardless of its source, is accurate, complete, reliable, current or error-free. Shopping.com Network content is provided for informational purposes only and does not constitute an endorsement by Shopping.com of any product, merchant, seller or service. You should not rely on such information in situations where its inaccuracy would cause you to suffer any loss (see Disclaimer of Warranties and Liability Limits below). Shopping.com assumes no liability for inaccuracy or incompleteness in its search results, editorial content, user ratings (e.g. user merchant rating, user product rating) or other content on the Shopping.com Network.

Consumer reviews and ratings on the Shopping.com Network are from our members who have elected to post a review on the Shopping.com Network. As such, these reviews and ratings are informative for those wishing to use them, but they do not guarantee any level of performance by a merchant or other third party in any given transaction.

Participating merchants and other third parties may pay Shopping.com to be presented on the Shopping.com Network or to have their product or service offerings placed higher in our search results, and may also purchase research from Shopping.com, but in no event do such payments affect the reviews or ratings given to any merchant by participating members.

You may download, view and print a single copy of any other content, solely for your personal and non-commercial purposes, subject to the restrictions set forth in this Agreement. All right, title, and interest in and to the Shopping.com Network, and any other content appearing on the Shopping.com Network, will remain the exclusive property of Shopping.com and its licensors. Except as expressly permitted in this Agreement, you may not reproduce, modify or prepare derivative works based upon, distribute, sell, transfer, publicly display, publicly perform, transmit, or otherwise use the Shopping.com Network, or any other content appearing on the Shopping.com Network. You may not copy or modify the HTML code used to generate web pages on the Shopping.com Network. You may not use the Shopping.com Network, or any other content appearing on the Shopping.com Network, on or in connection with any other website, for any purpose.

Content Submission

By contributing or submitting any content to the Shopping.com Network, you warrant that you are the author and owner of the intellectual property rights thereto, and you grant Shopping.com a worldwide, perpetual, irrevocable, royalty-free, transferable right and license to use, copy, modify, delete in its entirety, adapt, publish, translate, create derivative works from and/or sell and/or distribute such materials and/or incorporate such materials into any form, medium or technology without compensation to you. In addition, you warrant that all "moral rights" that you may have in those materials have been voluntarily waived by you, including the right to be identified as the author of such materials. None of the materials shall be subject to any obligation of confidence on the part of Shopping.com, its agents, subsidiaries, affiliates, co-brand partners or other partners and their respective directors, officers and employees. Shopping.com reserves the right to change, condense or delete any content on the Shopping.com Network that Shopping.com deems, in its sole discretion, to violate the content guidelines or any other provision of this Agreement.

You agree that you shall not post any information:

• that is known by you to be false, inaccurate or misleading;
• that infringes any third party's copyright, patent, trademark, trade secret or other proprietary rights or rights of publicity or privacy;
• that violates any law, statute, ordinance or regulation (including, but not limited to, those governing export control, consumer protection, unfair competition, anti-discrimination or false advertising);
• that is, or may reasonably be considered to be, defamatory, libellous, hateful, racially or religiously biased or offensive, unlawfully threatening or unlawfully harassing to any individual, partnership or corporation;
• for which you were compensated or granted any consideration by any third party;
• that includes any information that references addresses, email addresses, contact information or phone numbers;
• or that contains any computer viruses, worms or other potentially damaging computer programs or files or;
• that violates our Guidelines for Merchant Reviews.

You retain all ownership rights to information, text, graphics, or other materials you publish on the Shopping.com Network. However, we can reproduce, publish and distribute all or teaser portions of your content online and offline and permit others to do the same. We ask that you refer or provide links to the Shopping.com Network if you choose to republish your content elsewhere and that you do not publish the same items of content on both the Shopping.com Network and other product or price comparison sites.

Intellectual Property

All content available on the Shopping.com Network, including site design, text, graphics, interfaces, and the selection of arrangements thereof is copyrighted by Shopping.com Ltd., with all rights reserved, or is the property of Shopping.com or third parties protected by intellectual property rights.

DealTime and Shopping.com are service marks of Shopping.com. Shopping.com 's service marks/trademarks may not be used in connection with any product or service that is not provided by the Shopping.com Network, in any matter that is likely to cause confusion among customers, or in any manner that disparages or discredits Shopping.com.

We are not responsible for the content of any third party materials accessible through the Shopping.com Network. We do desire to respect all copyrights and other intellectual property rights and to respond accordingly when notified of the infringement of those rights. If you believe content on the Shopping.com Network infringes your copyright, you should send notice of copyright infringement to Shopping.com's Copyright Agent. Your notice must provide the following information:

1. An identification of the copyrighted work claimed to have been infringed
2. An identification of the material that you claim is infringing so that we may locate it on the site
3. Your address, telephone number and email address
4. A 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
5. A statement by you that the above information in your notice is accurate, made under penalty of perjury, and that you are authorized to act on behalf of the owner of the copyright interest involved
6. Your signature

The notice should be mailed to:
Shopping Epinions International Ltd.
Attn: Copyright Agent
Unit 6 Blanchardstown Corporate Park
Dublin 15
Ireland

Upon receipt of notice as described above, Shopping.com will take whatever action, in its sole discretion, it deems appropriate, including removal of the challenged content from the Shopping.com Network.

Termination

You can cancel your account at any time by contacting Customer Support. We can cancel your account, or otherwise refuse service to you, at any time for any reason (including repeat infringement). Shopping.com may choose to assume that you intended to terminate your account if you do not access it for more than 3 months. Following termination of your account for any reason (including inactivity), at their sole option, Shopping.com and its licensees may continue or stop publicly displaying some or all of your content.

Other Rules

You may not harvest personal data (including email addresses) from the Shopping.com Network, and specifically you may not use email addresses displayed on our sites to ask users to join or contribute to your services. We have the right to investigate and prosecute violations of any of the above to the fullest extent of the law. We may involve and cooperate with law enforcement authorities in prosecuting users who violate the terms of this Agreement. You acknowledge that Shopping.com has no obligation to monitor your access to or use of the Shopping.com Network, but has the right to do so for the purpose of operating the Shopping.com Network, to ensure your compliance with this Agreement, or to comply with applicable law or the order or requirement of a court, administrative agency or other governmental body. Unless we explicitly agree otherwise in writing, you may not use any automated means (such as scripts) to access the Shopping.com Network or collect information from it.

Indemnity

By choosing to use the Shopping.com Network, you agree to indemnify Shopping.com, its officers, agents, partners, and employees from any and all claims or damage, including reasonable attorney's fees, made by third parties due to, or arising out of Content you choose to submit, post or transmit through the Shopping.com Network; or of your use of or connection to the Shopping.com Network; your violation of the User Agreement; or, your violation of any rights of another.

Release

Because we are a venue, in the event that you have a dispute with one or more users of the Shopping.com Network, you, on behalf of yourself (and any of your officers, directors, employees, agents, predecessors, successors and assigns), hereby irrevocably, release and discharge Shopping.com, our officers, directors, employees, attorneys, predecessors, successors, assigns and agents from, against and in respect of all past, present and future claims, rights, actions, causes of action, suits, indemnification obligations, losses, liabilities, matters, issues, cost, and expenses, of any kind or nature whatsoever, including without limitation court costs and attorneys' fees, whether known or unknown, concealed or hidden, fixed or contingent, suspected or unsuspected, in law or in equity concerning, related to, or arising out of any such disputes. To ensure that the release provided in this Agreement is fully enforceable in accordance with its terms, you knowingly and voluntarily waive any protection that you might have in relation to the release set forth in this section by virtue of a statute and/or principles of common law applicable as it pertains to the enforcement of the release in this section.

Liability Limits

SHOPPING.COM AND ITS SUPPLIERS SHALL NOT BE LIABLE TO YOU FOR ANY LOST PROFITS OR SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES (HOWEVER ARISING, INCLUDING NEGLIGENCE) ARISING OUT OF OR IN CONNECTION WITH SHOPPING.COM AND ITS PARENT, SUBSIDIARY OR AFFILIATE COMPANIES, OUR SERVICES OR THIS AGREEMENT. OTHER THAN WITH RESPECT TO EROYALTIES, WE AND OUR SUPPLIERS SHALL NOT BE LIABLE TO YOU FOR MORE THAN £80. THE LAWS OF CERTAIN JURSIDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.

Governing Law/Arbitration

This Agreement will be governed by the laws of England. However, this does not affect any choice of law rules or any protections that you are entitled to as a consumer in the country in which you reside. We make no representation that the services provided by Shopping.com are appropriate, legal or available for use in locations outside the European Union. You are in the best position to know whether your use of our services may be prohibited or restricted by local laws in your location. If you are not able to comply with local laws when using our services, you should not use our services.

Integration

This Agreement and our Privacy Policy (which is incorporated herein by reference) constitute the entire Agreement, and supersede any other Agreements or understandings (oral or written), between you and us with respect to their subject matters.

Disclaimer of Warranties

THE SHOPPING.COM NETWORK AND ITS SERVICES ARE PROVIDED "AS IS", WITHOUT WARRANTY OR CONDITION OF ANY KIND, EITHER EXPRESS OR IMPLIED, AND WE EXPLICITLY DISCLAIM ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT OR NON-INFRINGEMENT. We do not promise or warrant that any aspect of the site or system will work properly or will be continuously available. The Shopping.com Network may contain links to third-party websites or resources. You acknowledge and agree that we are not responsible or liable for: (i) the availability or accuracy of such websites or resources; or (ii) the content, products, or services on or available from such websites or resources. Links to such websites or resources do not imply any endorsement of such websites or resources or the content, products, or services available from such websites or resources. You acknowledge sole responsibility for and assume all risk arising from your use of any such websites or resources. Your correspondence with or participation in promotions of merchants or advertisers found on the Shopping.com Network, including payment and delivery of related goods or service, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and such merchant or advertiser. You agree not to hold Shopping.com liable for any loss or damage of any sort incurred as the result of any such dealings or as the result of the presence of such merchants or advertisers on the Shopping.com Network.

THE LAWS OF CERTAIN JURISDICTIONS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.

Assignment

You agree that this Agreement and all agreements and information incorporated herein may be automatically assigned by Shopping.com, in its sole discretion, to a third party. You may not assign your obligations to another entity.

General

This Agreement does not create any agency, partnership, joint venture, employment or franchise relationship. Because you are not an employee, minimum wage laws do not apply to your relationship with the Shopping.com Network. Our failure to act in a particular circumstance does not waive our right to act with respect to that or other circumstances. We shall be excused for any problem due to a factor beyond our control. If any provision of this Agreement is held invalid or unenforceable by a court of competent jurisdiction, the remaining provisions of the Agreement will remain in full force and effect, and the provision affected will be construed so as to be enforceable to the maximum extent permissible by law. Any waiver of any provision of this Agreement will be effective only if in writing and signed by Shopping.com.