Shopzilla zLabs User Agreement

PLEASE READ THE FOLLOWING ZLABS USER AGREEMENT CAREFULLY BEFORE USING THIS SITE. By using the zLabs Web site (the "Site"), you agree to the terms of this zLabs User Agreement set forth below ("Agreement"). If you do not agree to the terms of this Agreement, you may not use our Site or other services. We reserve the right, at any time, to modify, alter, or update this Agreement, and you agree to be bound by such modifications, alterations, or updates once they are posted on our Site.

1. Additional Terms and Policies. This Agreement, in combination with Shopzilla's User Agreement and Shopzilla's Privacy Policy, set forth the terms and conditions under which Shopzilla makes its services available to you. In the event of an inconsistency between this Agreement and either Shopzilla's User Agreement or Privacy Policy, this Agreement shall control.

2. Proper Use. The content and software on this Site is the property of Shopzilla and/or its affiliates and is protected by U.S. and international intellectual property laws. Accordingly, you agree that you will not copy, reproduce, alter, modify, create derivative works, or publicly display any content (except for your own personal, non-commercial use) from the Site. You also agree that you will not use any robot, spider, other automated device, or manual process to monitor or copy any content from the Site. Furthermore, the Site is provided to you for your own personal use, and it may not be used for any commercial purposes. For example, you may not do any of the following: use the Site to sell a product or service; use the Site to increase traffic to your Web site or for commercial reasons, such as advertising sales; take content or data from the Site and reformat and display them; or "meta-search" the Site.

3. User Contributions and Privacy. You may have opportunities within the Site for you to actively participate. In the process of doing so, you may provide certain comments, suggestions, data, or other information to Shopzilla (collectively "Information"). You agree that Shopzilla shall have the right to retain and use any such Information in current or future products or services, without further compensation to you. To the extent such Information is protectable under intellectual property laws, you agree to cooperate with Shopzilla as needed to obtain such protection as Shopzilla may desire and you agree to assign your rights to such Information to Shopzilla. Furthermore, you agree that Shopzilla may share aggregate Information with its business partners or other third parties and otherwise in accordance with its Privacy Policy. If you choose to provide Information that may be posted or published on the Site, you agree you shall not make any statements that are false or that contain profanity, personal attacks upon individuals, ethnic slurs, personal information such as credit card numbers, material that violates another's legal rights, or other offensive or inappropriate content. Shopzilla reserves the right to remove or alter the content of any Information deemed offensive or in violation of its policies, and all decisions by Shopzilla in this regard are final.

4. No Warranty. Please note that the services provided as part of this Site are experimental in nature. They have not been tested in any manner, and Shopzilla does not represent that they are reliable, accurate, complete, or otherwise valid. ACCORDINGLY, THE SITE IS PROVIDED "AS IS" WITH NO WARRANTY OF ANY KIND AND YOU USE THE SERVICE AT YOUR OWN RISK. To the maximum extent permitted by law, Shopzilla DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO SUCH INFORMATION, SERVICES, PRODUCTS, AND MATERIALS, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, as well as representations and warranties of title, non-infringement, freedom from computer viruses, worms, and other operating problems, and implied warranties arising from course of dealing or course of performance. SHOPZILLA SHALL NOT HAVE ANY LIABILITY OR RESPONSIBILITY TO YOU FOR ANY LOSS, DAMAGE, EXPENSE, OR INJURY YOU MAY SUSTAIN THROUGH YOUR RELIANCE UPON INFORMATION OBTAINED FROM OR THROUGH S SHOPZILLA'S SERVICES OR YOUR USE OF ANY THIRD PARTY PRODUCTS OR SERVICES, whether or not they were accessed via the Site or our other services.

5. Limitation of Liability. In no event shall Shopzilla or its affiliates or agents (the "Shopzilla Parties") be liable, whether in an action under contract, negligence, or any other theory, arising out of or in connection with the use, inability to use, or performance of the information, services, products, and materials available from this Site or through our other services, in an amount greater than the lower of (i) the price of the merchandise or service involved in the transaction or proposed transaction as to which one or more Shopzilla Parties is held to be negligent or otherwise responsible, or (ii) if no such merchandise or service is involved, or if the value thereof would exceed $100, then a maximum liability limitation of $100 in the aggregate. You and we agree that this is a fair allocation of risk based upon the manner and cost by which Shopzilla's services are provided to you, and taking into account your ability to take other measures or consult other resources in connection with purchasing goods and services online. FURTHERMORE, IN NO EVENT SHALL SHOPZILLA OR ITS AFFILIATES OR AGENTS BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, PUNITIVE, INCIDENTAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, even if we have been previously advised of the possibility of such damages. These limitations shall apply notwithstanding to any failure of essential purpose of any limited remedy.

6. Release and Waiver. To the maximum extent permitted by applicable law, you hereby release, and waive all claims against Shopzilla and its employees and agents from any and all liability for claims, damages (actual and consequential), costs and expenses (including litigation costs and attorneys' fees) of every kind and nature, arising out of or in any way connected with use of the Site or any services. If you are a California resident, you waive your rights under California Civil Code ? 1542, 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." Residents of other states and nations similarly waive their rights under applicable and/or analogous laws, statutes, or regulations.

7. Violations of Terms. In addition to any legal remedies that Shopzilla may have for your violation of the terms of this Agreement, Shopzilla shall also have the right in its sole discretion to suspend or terminate your access to or use of the Site.

8. Relationship of the Parties. Notwithstanding any provision hereof, for all purposes of this Agreement each party shall be and act as an independent contractor and not as partner, joint venturer, agent, employee or employer of the other and shall not bind nor attempt to bind the other to any contract.

9. Dispute Resolution. We will do our best to resolve any problems or issues that you may have with us or our services in a satisfactory manner. If, however, we are unable to reach a mutually satisfactory resolution, each of us agrees that any claim or controversy between us, or arising in any way out of the use or operation of the Site or other services, or any information, services, products, and materials contained in this Site or available through our other services, shall be resolved by binding arbitration before a single arbitrator of the American Arbitration Association (AAA) in Los Angeles, California, under the rules and procedures of the AAA. Any such dispute or controversy shall be arbitrated on an individual basis, and shall not be consolidated in any arbitration with any claim or controversy of any other party. The arbitrator shall have authority to resolve all matters in dispute between us (subject to the legal disclaimer and liability limitations set forth above), including the applicability, scope and binding effect of this arbitration agreement, and to award arbitration costs and expenses to the prevailing party as determined by the arbitrator. Notwithstanding the foregoing, either party may pursue preliminary or injunctive remedies in an appropriate state or federal court sitting in Los Angeles, California pending the decision of the arbitrator, without waiving the right or affecting the obligation to arbitrate hereunder.

10. Miscellaneous. Our Site and other services are operated and provided in the State of California, USA. As such, we are subject to the laws of the State of California, and such laws will govern this User Agreement, without giving effect to any choice of law rules. We make no representation that our Site or other services are appropriate, legal or available for use in other locations. Accordingly, if you choose to access our Site or other services, you agree to do so subject to the internal laws of the State of California. You are in the best position to know whether your use of our Site or other services may be prohibited or restricted by local laws in your location, and therefore are responsible for compliance with any such laws. We do not guarantee continuous, uninterrupted or secure access to our Site or other services, and operation of our Site or other services may be interfered with or adversely affected by numerous factors or circumstances outside of our control. This is the entire agreement and understanding between us regarding the subject matter hereof, and may only be modified as provided above. If any provision of this User Agreement shall be unlawful, void or unenforceable for any reason, the other provisions (and any partially-unenforceable provision) shall not be affected thereby and shall remain valid and enforceable to the maximum permissible extent. You agree that this User Agreement and any other agreements referenced herein may be assigned by Shopzilla, in our sole discretion, to a third party in the event of a merger or acquisition. This User Agreement shall apply in addition to, and shall not be superseded by, any other written agreement between us relating to your participation as a Shopzilla Member or participation in any other program or service offered by Shopzilla. You agree that by accepting this User Agreement, you are consenting to the use and disclosure of your personally identifiable information and other practices described in our Privacy Notice.