Terms of Use
Welcome to our site. We maintain this web site as a service to our members. By using our site, you are agreeing to comply with and be bound by the following terms of use. Please review the following terms carefully. If you do not agree to these terms, you should not use this site.
1. Acceptance of Agreement.
You agree to the terms and conditions outlined in this Terms of Use Agreement ("Agreement") with respect to our site (the "Site"). This Agreement constitutes the entire and only agreement between us and you, and supersedes all prior or contemporaneous agreements, representations, warranties and understandings with respect to the Site, the content, products or services provided by or through the Site, and the subject matter of this Agreement. This Agreement may be amended at any time by us from time to time without specific notice to you. The latest Agreement will be posted on the Site, and you should review this Agreement prior to using the Site.
2. Copyright.
The content, organization, graphics, design, compilation, magnetic translation, digital conversion and other matters related to the Site are protected under applicable copyrights, trademarks and other proprietary (including but not limited to intellectual property) rights. The copying, redistribution, use or publication by you of any such matters or any part of the Site, except as allowed by Section 4, is strictly prohibited. You do not acquire ownership rights to any content, document or other materials viewed through the Site. The posting of information or materials on the Site does not constitute a waiver of any right in such information and materials.
3. Service Marks.
Products and names mentioned on the Site may be trademarks of their respective owners.
4. Limited Right to Use.
The viewing, printing or downloading of any content, graphic, form or document from the Site grants you only a limited, nonexclusive license for use solely by you for your own personal use and not for republication, distribution, assignment, sublicense, sale, preparation of derivative works or other use. No part of any content, form or document may be reproduced in any form or incorporated into any information retrieval system, electronic or mechanical, other than for your personal use (but not for resale or redistribution).
5. Editing, Deleting and Modification.
We reserve the right in our sole discretion to edit or delete any documents, information or other content appearing on the Site.
6. Indemnification.
You agree to indemnify, defend and hold us and our partners, attorneys, staff, advertisers, product and service providers, and affiliates (collectively, "Affiliated Parties") harmless from any liability, loss, claim and expense, including reasonable attorney's fees, related to your violation of this Agreement or use of the Site.
7. Nontransferable.
Your right to use the Site is not transferable. Any password or right given to you to obtain information or documents is not transferable.
8. Disclaimer and Limits.
THE INFORMATION FROM OR THROUGH THE SITE ARE PROVIDED "AS-IS," "AS AVAILABLE," AND ALL WARRANTIES, EXPRESS OR IMPLIED, ARE DISCLAIMED (INCLUDING BUT NOT LIMITED TO THE DISCLAIMER OF ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE). THE INFORMATION AND SERVICES MAY CONTAIN BUGS, ERRORS, PROBLEMS OR OTHER LIMITATIONS. WE AND OUR AFFILIATED PARTIES HAVE NO LIABILITY WHATSOEVER FOR YOUR USE OF ANY INFORMATION OR SERVICE. IN PARTICULAR, BUT NOT AS A LIMITATION THEREOF, WE AND OUR AFFILIATED PARTIES ARE NOT LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING DAMAGES FOR LOSS OF BUSINESS, LOSS OF PROFITS, LITIGATION, OR THE LIKE), WHETHER BASED ON BREACH OF CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE NEGATION OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN US AND YOU. THIS SITE AND THE PRODUCTS, SERVICES, AND INFORMATION PRESENTED WOULD NOT BE PROVIDED WITHOUT SUCH LIMITATIONS. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM US THROUGH THE SITE SHALL CREATE ANY WARRANTY, REPRESENTATION OR GUARANTEE NOT EXPRESSLY STATED IN THIS AGREEMENT. WE DO NOT PROVIDE LEGAL ADVICE NOR ENTER INTO ANY ATTORNEY-CLIENT RELATIONSHIP.
ALL RESPONSIBILITY OR LIABILITY FOR ANY DAMAGES CAUSED BY VIRUSES CONTAINED WITHIN THE ELECTRONIC FILE CONTAINING THE FORM OR DOCUMENT IS DISCLAIMED. WE WILL NOT BE LIABLE TO YOU FOR ANY INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES OF ANY KIND THAT MAY RESULT FROM USE OF OR INABILITY TO USE OUR SITE. OUR MAXIMUM LIABILITY TO YOU UNDER ALL CIRCUMSTANCES WILL BE EQUAL TO THE PURCHASE PRICE YOU PAY FOR ANY GOODS, SERVICES OR INFORMATION.
9. Use of Information.
We reserve the right, and you authorize us, to the use and assignment of all information regarding Site uses by you and all information provided by you in any manner consistent with our Privacy Policy. All remarks, suggestions, ideas, graphics, or other information communicated by you to us through the Site (collectively, the "Submission") will forever be the property of Shop.org. Shop.org will not be required to treat any Submission as confidential, and will not be liable for any ideas for its business (including without limitation, product, service or advertising ideas) and will not incur any liability as a result of any similarities that may appear in future Shop.org products, services or operations. Without limitation, Shop.org will have exclusive ownership of all present and future existing rights to the Submission of every kind and nature everywhere. Shop.org will be entitled to use the Submission for any commercial or other purpose whatsoever, without compensation to you or any other person sending the Submission. You acknowledge that you are responsible for whatever material you submit, and you, not Shop.org, have full responsibility for the message, including its legality, reliability, appropriateness, originality, and copyright.
10. Third-Party Services.
We may allow access to or advertise third-party product or service providers ("Merchants") from which you may purchase certain goods or services. You understand that we do not operate or control the products or services offered by Merchants. Merchants are responsible for all aspects of order processing, fulfillment, billing and customer service. We are not a party to the transactions entered into between you and Merchants. You agree that use of such Merchants is AT YOUR SOLE RISK AND IS WITHOUT WARRANTIES OF ANY KIND BY US, EXPRESSED, IMPLIED OR OTHERWISE INCLUDING WARRANTIES OF TITLE, FITNESS FOR PURPOSE, MERCHANTABILITY OR NON-INFRINGEMENT. UNDER NO CIRCUMSTANCES ARE WE LIABLE FOR ANY DAMAGES ARISING FROM THE TRANSACTIONS BETWEEN YOU AND MERCHANTS OR FOR ANY INFORMATION APPEARING ON MERCHANT SITES OR ANY OTHER SITE LINKED TO OUR SITE.
11. Third-Party Merchant Policies.
All rules, policies (including privacy policies) and operating procedures of Merchants will apply to you while on such sites. We are not responsible for information provided by you to Merchants. We and the Merchants are independent contractors and neither party has authority to make any representations or commitments on behalf of the other.
12. Privacy Policy.
Our Privacy Policy, as it may change from time to time, is a part of this Agreement.
13. Payments.
You represent and warrant that if you are purchasing something from us or from Merchants that (i) any credit information you supply is true and complete, (ii) charges incurred by you will be honored by your credit card company, and (iii) you will pay the charges incurred by you at the posted prices, including any applicable taxes.
14. Securities Laws.
This Site may include statements concerning our operations, prospects, strategies, financial condition, future economic performance and demand for our products or services, as well as our intentions, plans and objectives (particularly with respect to product and service offerings), that are forward-looking statements. These statements are based upon a number of assumptions and estimates which are subject to significant uncertainties, many of which are beyond our control. When used on our Site, words like "anticipates," "expects," "believes," "estimates," "seeks," "plans," "intends," "will" and similar expressions are intended to identify forward-looking statements designed to fall within securities law safe harbors for forward-looking statements. The Site and the information contained herein does not constitute an offer or a solicitation of an offer for sale of any securities. None of the information contained herein is intended to be, and shall not be deemed to be, incorporated into any of our securities-related filings or documents.
15. Links to Other Web Sites.
The Site contains links to other web sites. We are not responsible for the content, accuracy or opinions express in such web sites, and such web sites are not investigated, monitored or checked for accuracy or completeness by us. Inclusion of any linked web site on our Site does not imply approval or endorsement of the linked web site by us. If you decide to leave our Site and access these third-party sites, you do so at your own risk.
16. Copyrights and Copyright Agents.
We respect the intellectual property of others, and we ask you to do the same. If you believe that your work has been copied in a way that constitutes copyright infringement, please provide our Copyright Agent the following information:
(a) An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest;
(b) A description of the copyrighted work that you claim has been infringed;
(c) A description of where the material that you claim is infringing is located on the Site;
(d) Your address, telephone number, and email address;
(e) 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; and
17. Proposed Product and Service Offerings.
All descriptions of proposed products and services are based on assumptions subject to change and you should not rely on the availability or functionality of products or services until they are actually offered through the Site. We reserve the right in its sole discretion to determine how registration and other promotions will be awarded. This determination includes, without limitation, the scope, nature and timing of all such awards.
18. Information and Press Releases.
The Site contains information and press releases about us. While this information was believed to be accurate as of the date prepared, we disclaim any duty or obligation to update this information or any press releases. Information about companies other than ours contained in the press release or otherwise, should not be relied upon as being provided or endorsed by us.
19. Miscellaneous.
Should any part of this Agreement be held invalid or unenforceable, that portion shall be construed consistent with applicable law and the remaining portions shall remain in full force and effect. To the extent that anything in or associated with the Site is in conflict or inconsistent with this Agreement, this Agreement shall take precedence. Our failure to enforce any provision of this Agreement shall not be deemed a waiver of such provision nor of the right to enforce such provision.
20. Antitrust Guidelines
Shop.org members include competitors who are engaged in commerce both in the United States and internationally. One of the ways in which Shop.org serves its membership is to sponsor activities at which these competitors can meet to share ideas and information and to discuss common interests.
The antitrust laws of the United States of America commit us to preserve a competitive economy, unrestrained by agreements or concerted actions among competitors which restrict their competitive capabilities or the opportunities of their competitors, their suppliers, or their customers. Our objectives as an organization have been and can continue to be achieved without violating our antitrust standards, so long as we remain cognizant of our responsibilities and adhere to safe conduct guidelines for participating in meetings and other activities.
Who is responsible for antitrust compliance?
We’re all responsible for antitrust compliance: all Shop.org members, and any guests who may participate in meetings sponsored by Shop.org. Our responsibility extends not only to antitrust violations, but to any activity or conduct which might appear, directly or circumstantially, to result in antitrust violations. Shop.org is committed to directing its activities in a lawful manner and each of us depends on all participants’ good judgment as to conduct or communication in participating in these activities. This is important: penalties for violating federal antitrust laws are severe (sizable monetary fines and possible imprisonment) and the boundaries between lawful and unlawful conduct are imprecise.
What’s permissible?
Certain conduct among competitors is obviously unlawful, such as agreements to fix prices, boycott suppliers, limit production, or allocate markets or customers. Other conduct, however, is less easily identified or defined, and we all rely upon the good judgment of Shop.org members and guests to avoid intrusions into those areas. Strict compliance is Shop.org’s policy.
· Don’t discuss price with other members or do anything that might directly or indirectly affect prices, such as costs, discounts, profit levels, production schedules or cost margins, possible increases or decreases in prices, standardization or stabilization of prices, pricing procedures, credit terms, or control of sales.
· Don’t talk about what your company plans to do in geographic or product markets or describe in detail your relationship with particular customers or vendors. Information that might be considered to be strategically critical to your company in particular should not be conveyed to others at a Shop.org meeting. Information that conveys your response to generic trends, such as implementation of generic technologies, should generally be acceptable.
· Don’t “bash” anyone. While you can talk about your satisfaction or dissatisfaction with a class of goods or services, you cannot single out an individual company for derision in a group setting. You may not discuss with your colleagues the possibility of a boycott of any vendor.
