Introduction

These Shop and Earn Marketplace Terms of Use (these “Terms”) govern your right to access and use the Shop and Earn Marketplace Dashboard and Technology. The term “you” in these Terms refers to the user that is accessing the Shop and Earn Marketplace Dashboard and using the Technology. If you are using the Shop and Earn Marketplace Dashboard and Technology on behalf of an employer or other business entity, then the term “you” also refers to that employer or business entity. The term "Shop and Earn Marketplace" refers to us, Shop and Earn Marketplace, LLC, a Nevada corporation.

Background

We have developed a proprietary patent pending marketplace and a technology platform to connect gift card offers into our Shop and Earn Marketplace ("Shop and Earn Marketplace"). The Shop and Earn Marketplace including the Shop and Earn Marketplace Dashboard are referred to collectively as the “Technology”. To use our Technology, you must accept these Terms. We reserve the right to change these Terms by posting a new version without notice to you. Use of the Technology after such change constitutes your acceptance of such changes.

Account

To use our Technology, you must create an account via the Shop and Earn Marketplace website (“Account”) found at www.shopandearn.com You are responsible for maintaining the confidentiality of your credentials. Please notify us immediately of any unauthorized use of your password or account or any other breach of security.

Acceptance of these Terms

You represent that you are at least 18 years of age. You may not accept these Terms, and therefore may not use the Technology, if you are barred from doing so under the laws of the United States and/or any other country, including the country in which you are resident or from which you use the Technology. If you accept these Terms on behalf of your employer or other entity, you represent and warrant that you have full legal authority to bind your employer or such entity to these Terms. If you do not have the authority to accept these Terms and bind your employer or other business entity, you may not accept these Terms or use our Technology on behalf of your employer or other business entity. We retain the right to reject or revoke your acceptance of these Terms, to cancel or terminate your account, and to suspend and/or terminate all rights to use and access the Technology, at our sole discretion, at any time, for any reason and without notification to you.

You represent and warrant that all of the information that you provide in connection with your account or pursuant to the Technology is correct and current.

Technology

Marketplace License

Shop and Earn Marketplace grants you a limited, revocable, worldwide, royalty-free, non-assignable and non-exclusive license to access and use our marketplace solely to implement our marketplace into your applications in accordance with these Terms. You agree that the form and nature of our marketplace may change without prior notice to you and that future versions of our marketplace may be incompatible with applications developed on previous versions of our marketplace. We will use commercially reasonable efforts to provide the Technology, including support inquiries regarding integration of our marketplace with your applications. You are responsible for support inquiries relating to your applications. In addition, you will use best practices for review and mitigation of any fraud and abuse related to use of the Technology and any rewards, points or other similar benefits accrued, earned, or redeemed in your applications.

You acknowledge and agree that we, together with our third-party licensors, own all legal right, title, and interest in and to our Technology, and all related intellectual property rights, including but not limited to, any and all rights under patent law, copyright law, trade secret law, trademark law, and any and all other proprietary rights (“Intellectual Property”). You agree that you are solely responsible for and that we have no responsibility to you or to any third party for any data, content, or resources that you create, transmit or display through your applications and for the consequences of your actions. We reserve all rights not expressly granted to you in these Terms. You agree that we may cancel this marketplace license, or stop, permanently or temporarily, providing the Technology or any features or service of such Technology at any time, in our sole discretion, without prior notice to you and without liability to you and any other person. Your right to access and use the Technology is subject to such reservation of rights. Your license is subject to United States export laws and regulations.

Dashboard

Our dashboard permits you to access certain data and reporting information with respect to the activity conducted over the Shop and Earn Marketplace platform and Shop and Earn Marketplace over your application (“Dashboard”). All information contained on the Dashboard is confidential. The Dashboard, and data and reports that may be generated with the Dashboard, may be used only for your internal analysis. The data provided in the Dashboard and any reports that you may generate with the Dashboard is estimated, has not been tested, verified, or audited and is subject to revision and correction. As a result, we offer no representation or warranty as to the accuracy of this information. This information is to be used as a guide only.

Publicity

You may feature your participation in the Shop and Earn Marketplace in press releases or other public communications with our prior written approval. In addition, you agree not to publicize or otherwise disclose or mention any prospective or actual partnerships, integrations, or other connections with any Shop and Earn Marketplace partners or other Shop and Earn Marketplace partners without our prior written consent. We have the right to list you on our website as a partner. We may also feature you and your applications that include our Technology in press releases or other public communications. All use of a party’s trade names, trademarks, logos, and service marks (collectively, “Marks”) shall be in accordance with the trademark usage guidelines, if any, provided by such party to the other party from time to time. Each party shall retain all right, title and interest in and to its respective Marks and in all goodwill that insures in those Marks.

Your Rights and Obligations

We do not obtain any right, title, or interest from you or your licensors under these Terms in or to any of your applications that you develop using our Technology, including any intellectual property rights that exist in those applications, provided that such intellectual property does not include any Shop and Earn Marketplace intellectual property or derivative works relating thereto. You agree to use our Technology and write applications only for purposes that are permitted by these Terms and any applicable law, regulation or generally accepted practices or guidelines in the relevant jurisdictions, including but not limited to, any laws regarding the export of data or software to and from the United States or other relevant countries. If you use our Technology to develop applications for general public users, you will protect the privacy and legal rights of those users in accordance with our Privacy Policy, which may be accessed here https://shopandearn.com/info/privacy.

By entering into these Terms, you acknowledge to have read the Shop and Earn Marketplace privacy policy and agree to comply with it and not to include any features in any of your applications that would result in a violation of the Shop and Earn Marketplace privacy policy or cause a breach or misuse of any data processed through your application or the Technology. If the users provide you with user names, passwords, login information, user-level data generally, or other personal information or personal data (as defined under applicable laws), you represent and warrant that you have provided appropriate privacy notice regarding how such data will be processed, obtained all appropriate consents or authorizations, and fulfilled all other obligations pursuant to applicable laws and industry best practices for those users before processing or transferring such data to Shop and Earn Marketplace.

You further represent and warrant that (a) your application is not child-directed as defined under the Children’s Online Privacy Protection Act and (b) you will not transfer to Shop and Earn Marketplace any sensitive information such as user account passwords, financial account information, medical records, government identifiers (such as, for example, a social security number), a user’s sexual orientation or other information considered sensitive or ‘special categories of data under applicable law. If your application stores personal or sensitive information provided by users, it must do so securely.

To the extent Shop and Earn Marketplace processes the personal data of natural persons located in the European Economic Area through the Technology, you agree that Shop and Earn Marketplace is a “data processor "and the business employer entity is the “data controller "as such terms are defined under the General Data Protection Regulation (2016/679). With respect to other processing activities, Shop and Earn Marketplace may act as a “data controller.” Please see our GDPR privacy notice for more information.

You agree to indemnify, defend, and hold Shop and Earn Marketplace harmless from any failure to comply with your obligations in this paragraph and any violation of law or breach of data security by you or your agents. You further represent and warrant that your applications do not infringe upon any intellectual property rights of any third party, and you have not been threatened with nor know of any basis for any claims, assertions, or actions of infringement.

Prohibited Uses of the Shop and Earn Marketplace Technology

You may not use our Technology for any purpose not expressly permitted by these Terms. Except to the extent required by applicable third party licenses, (a) you may not copy (except for backup purposes), modify, adapt, redistribute, decompile, reverse engineer, disassemble, or create derivative works of our Technology; or (b) except for testing purposes on a mobile device, you may not load any part of our marketplace onto a mobile handset or any other hardware device except a personal computer, combine any part of our marketplace with other software, or distribute any software or device incorporating a part of our marketplace. You shall not take any actions that may cause or result in the fragmentation of Shop and Earn Marketplace, or any service provided by Shop and Earn Marketplace, including but not limited to distributing, participating in the creation of, or promoting in any way a software development kit derived from our marketplace. Use, reproduction, and distribution of components of our marketplace licensed under an open-source software license are governed solely by the terms of that open-source software license and not these Terms. You shall not take any action that may cause any Shop and Earn Marketplace software to be subject to any disclosure, publication, or other requirements of any open-source software license. You will not remove, obscure, or alter any proprietary rights notices, including but not limited to, copyright and trademark notices that may be affixed to or contained within our marketplace. You shall not engage in any activity with our Technology that.

• (i) interferes with, disrupts, damages, or accesses in an unauthorized manner the servers, networks, or other properties or services of any third party including, but not limited to, Shop and Earn Marketplace, any of our partners or customers or any mobile communications carrier, or adversely affect the availability of our servers, systems or resources, or in any manner that could damage, disable, overburden, or impair our servers or networks, interfere with or disrupt any Shop and Earn Marketplace services, technology or operations, or any servers or networks connected to the Dashboard, or disobey any Shop and Earn Marketplace requirements, procedures, policies or regulations, or these Terms;
• (ii) violates the intellectual property rights or any other rights of any third party.
• (iii) violates any applicable law or is subject to an injunction.
• (iv) is pornographic, obscene or contains other similar type of objectionable content,
• (v) is being distributed by you improperly.
• (vi) may create liability for Shop and Earn Marketplace and its partners or licensors; or
• (vii) attempt to do any of the foregoing, whether or not successful.

You acknowledge and agree that any violation of these restrictions or obligations is deemed to be a material breach of these Terms. If we discover any such violation, we reserve the right to immediately terminate your account, temporarily or permanently, and cancel any outstanding omission amounts that may otherwise be or become owed to you.

Confidentiality And Data

You may receive confidential information (“CI”) by having access to the Technology. You shall (a) hold the CI in strict confidence, (b) exercise the highest degree of care in safeguarding the CI against any and all loss, theft, or other inadvertent disclosure, and (c) take such steps as are necessary to ensure and maintain such confidentiality. You shall not disclose, transfer or in any way divulge, directly or indirectly, any CI, under any circumstances or by any means, to any third party without the prior written consent of Shop and Earn Marketplace. Other than as is necessary for your use of the Technology in accordance with these Terms, you shall not copy, transmit, reproduce, summarize, quote, or make any commercial use whatsoever of any CI without our prior written consent. The CI is our exclusive property.

During your right to use the Technology, each party may provide the other party with certain data as set forth below:

Data to be collected by Shop and Earn Marketplace from your application includes (i) count of unique impressions and Clicks on the application page(s) where marketplace user interface elements are seen by users, as well as any intermediate pages, when applicable and (ii) to ensure accurate attribution, IFA and other user-level data including but not limited to location.

Data to be provided by Shop and Earn Marketplace includes (i) number of valid sign-ups originating from the Shop and Earn Marketplace per region, (ii) amount of sales generated on your applications driven by traffic originating from the Shop and Earn Marketplace, (iii) number of users secured through Shop and Earn Marketplace and the segments they represent (i.e. VIP, New, or Existing User) and (iv) amount of revenue share (if any) to be paid to you generated from Shop and Earn Marketplace offers, as applicable.

Each party agrees to treat data provided by the other party as such other party’s CI pursuant to these Terms and in accordance with all applicable laws, regulations, and industry best practices, as well as each party’s applicable privacy policy. Notwithstanding The above, you grant to Shop and Earn Marketplace the right to use the data obtained pursuant to providing the Technology to publish anonymized and aggregated statistics(“Anonymized Statistics”) for the purposes of optimizing performance of advertisements (such as improving the relevancy of the advertisements displayed, tailoring them to certain interests, or creating audience segments), for measurement, statistics, usage reporting, and other data analytics, and for industry analysis, demographic profiling, market research and other similar purposes, and for Shop and Earn Marketplace general business purposes including, but not limited to, the sale and/or license of Anonymized Statistics To third parties.

You agree to implement, maintain, and comply with appropriate policies and procedures for information security and privacy in accordance with industry best practices and applicable laws, rules, and regulations, including technical, physical, and organizational controls in order to maintain the confidentiality, integrity and availability of our data relating to these Terms. In the event of a Security Incident, you must promptly notify us and assist with any reasonable investigation. All personnel with access to our data must be informed of its confidential nature and treat it accordingly. “Security Incident” means where either party’s data: (i) is or may have been lost or stolen; or (ii) is or may have been subject to unauthorized access, use, disclosure, or other incident that requires notification under applicable laws to the persons impacted by such unauthorized access, use, disclosure, or other breach.

Third Party Applications

If you use our Technology to run applications developed by a third party or that access data, content or resources provided by a third party, you agree that we are not responsible for those applications, data, content, or resources. All data, content, and resources that you may access through such third-party applications are the sole responsibility of the person from which they originated and that we are not liable for any loss or damage that you may experience as a result of the use or access of any of those third-party applications, data, content, or resources. You should be aware the data, content, and resources presented to you through such a third-party application may be protected by intellectual property rights which are owned by the providers, or by other persons or companies on their behalf. You are responsible for any damage to our platform or systems that may be introduced via any such third-party applications, data, content, or resources and agree not to thereby interfere with, disrupt, damage, or access in an unauthorized manner the servers, networks, or other properties of Shop and Earn Marketplace or any third party. Such third-party applications, data, content, or resources may be subject to separate terms and conditions between you and the relevant third party; these Terms do not affect your legal relationship with such third parties.

Term and Termination

You may discontinue using the Technology at any time. Likewise, we may at any time and for any reason, terminate your marketplace license and your right to access the Dashboard. All provisions in these Terms that are intended to survive such termination, including the terms relating to reservation of intellectual property rights, confidentiality obligations, disclaimers, limitation of liability, indemnification and general legal provisions shall survive and remain binding.

Disclaimer of Warranties

YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT YOUR USE OF OUR TECHNOLOGY IS AT YOUR SOLE RISK AND THAT OUR TECHNOLOGY IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND FROM Shop and Earn Marketplace. YOUR USE OF OUR TECHNOLOGY AND ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF OUR TECHNOLOGY IS AT YOUR OWN DISCRETION AND RISK AND YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEMS, HARDWARE, FIRMWARE, SOFTWARE, OR OTHER DEVICE OR LOSS OF DATA THAT RESULTS FROM SUCH USE. Shop and Earn Marketplace WILL NOT BE HELD RESPONSIBLE FOR (A) ANY ERRORS, INACCURACIES, OR SERVICE INTERRUPTIONS, INCLUDING POWER OUTAGES OR SYSTEM FAILURES; OR (B) ANY UNAUTHORIZED ACCESS TO, USE OF, OR ALTERATION OF, OR DELETION, DESTRUCTION, DAMAGE, OR LOSS OF, YOUR APPLICATION OR ANYDATA, IMAGES, TEXT, OR OTHER INFORMATION OR CONTENT. WE FURTHER EXPRESSLY DISCLAIM ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT AND ANY WARRANTIES ARISING OUT OF ANY COURSE OF DEALING, PERFORMANCE, OR TRADE USAGE. WE MAY DISCONTINUE ANY ASPECT OF THE marketplace OFFERING, OR MAY CHANGE THE NATURE, FEATURES, FUNCTIONS, SCOPE, OR OPERATION OF THE TECHNOLOGY, AT ANY TIME. Shop and Earn Marketplace ALSO DOES NOT WARRANT THAT ANY OF OUR TECHNOLOGY WILL MEET YOUR REQUIREMENTS AND EXPECTATIONS OR THAT YOU WILL ACHIEVE ANY PARTICULAR RESULT FROM USING ANY TECHNOLOGY. WE DO NOT GUARANTEE ANY OUTPUT OR RESULTS OF PERFORMANCE OR USAGE OF ANY SERVICES OR APPLICATIONS NOR THAT ACCESS OR SERVICES TO OUR TECHNOLOGY WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE.

Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT Shop and Earn Marketplace, ITS SUBSIDIARIES AND AFFILIATES, AND ITS LICENSORS SHALL NOT BE LIABLE TO YOU UNDER ANY THEORY OF LIABILITY FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES THAT MAY BE INCURRED BY YOU, INCLUDING ANY LOSS OF DATA, LOST REVENUES OR LOST PROFITS, WHETHER OR NOT SHOP AND EARN MARKETPLACE OR ITS REPRESENTATIVES HAVE BEEN ADVISED OF OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF ANY SUCH LOSSES ARISING. OTHER THAN ANY REVENUE SHARE THAT MAY BE PAYABLE TO YOU PURSUANT TO THESE TERMS OR ANOTHER APPLICABLE WRITTEN AGREEMENT WITH GCOW, IN NO EVENT SHALL GCOW’S LIABILITY TO YOU OR ANY OTHER PERSON EXCEED $50.00 IN THE AGGREGATE, WHETHER FOR ONE OR MORE CLAIMS.

Indemnification

To the maximum extent permitted by law, you agree to defend, indemnify, and hold harmless Shop and Earn Marketplace, its affiliates and partners and licensors, their respective directors, officers, employees, and agents from and against any and all claims, actions, suits, or proceedings, as well as any and all losses, liabilities, damages, costs, and expenses, including reasonable attorneys’ fees, arising out of or accruing from, but not limited to,

• (a) your use of the Technology,
• (b) any application that you use in connection with our Technology, including any claims relating to infringement of any Intellectual Property of any person or defames any person or violates their rights of publicity or privacy,
• (c) any damage or harm to person or property arising from your application, including claims for any loyalty program points, rewards, virtual currency, or other benefits promised to or claimed by any end-user of any application, or any partner, advertiser, publisher, or other person providing services or products with respect to any of your applications and (d) any non-compliance by you with these Terms.

Miscellaneous

These Terms constitute the entire legal agreement between you and Shop and Earn Marketplace and governs your use of the matters described in these Terms, excluding any services that Shop and Earn Marketplace may provide to you under a separate written agreement, and replaces or supersedes any prior or contemporaneous understandings, representations, discussions, or understandings between you and Shop and Earn Marketplace relating to the matters described in these Terms. The relationship between you and Shop and Earn Marketplace is that of independent contractors. These Terms do not create or imply any partnership, agency, or joint venture. You agree that if Shop and Earn Marketplace does not exercise or enforce any legal right or remedy which is contained in these Terms, or which Shop and Earn Marketplace has the benefit of under any applicable law, this will not be taken to be a formal waiver of Shop and Earn Marketplace rights and that those rights or remedies will still be available to Shop and Earn Marketplace. If any court of law, having the jurisdiction to decide on such matter, rules that any provision of these Terms is invalid, then that provision will be removed from these Terms without affecting the rest of these Terms. The remaining provisions of these Terms will continue to be valid and enforceable. You may not assign or transfer any of the rights in these Terms. Any such assignment or transfer is void. Other than with respect to rights to indemnification provided above, these Terms do not create any third-party beneficiary rights. These Terms, and your relationship with Shop and Earn Marketplace under these Terms, are governed by the laws of the State of Nevada without regard to its conflict of law’s provisions. You and Shop and Earn Marketplace acknowledge and agree to submit to the exclusive jurisdiction of the courts located within the county of Clark County Nevada to resolve any legal matter arising from these Terms. Both parties waive any right to a trial by jury.