Terms of Use

ACCEPTANCE OF TERMS

PLEASE READ CAREFULLY AND UNDERSTAND THESE TERMS OF USE ("TOU") AND HOW THEY APPLY TO YOU BEFORE REGISTERING FOR COUPILIA.COM. PARTICIPATION USING THE COUPILIA.COM WEBSITE INDICATES THAT YOU HAVE ACCEPTED AND AGREE TO ABIDE BY THESE TOU. IF YOU DO NOT AGREE TO THESE TOU, DO NOT REGISTER FOR OR PARTICIPATE USING THE COUPILIA.COM WEBSITE. WE RESERVE THE RIGHT TO MODIFY, ALTER, OR OTHERWISE CHANGE THESE TOU BY POSTING CHANGES IN THIS DOCUMENT WITH OR WITHOUT NOTICE TO YOU. YOU CAN REVIEW THE MOST CURRENT VERSION OF OUR TOU AT ANY TIME AT: HTTP://WWW.COUPILIA.COM/TERMS-OF-USE. YOUR CONTINUED USE OF COUPILIA.COM AFTER ANY CHANGES ARE POSTED SIGNIFIES YOUR AGREEMENT TO THESE CHANGES. IF YOU DO NOT AGREE TO THESE CHANGES, YOU MUST STOP PARTICIPATING OR ACCESSING COUPILIA.COM. ALL VISITOR ACCESS AND USAGE OF ALL TECHNOLOGY IS LOGGED WHEN USING ANY PART OF COUPILIA.COM. COUPILIA RESERVES THE RIGHT TO ACCESS THESE LOGS AND DATA AT ANY TIME WITH OR WITHOUT NOTICE.

INTRODUCTION

This agreement ("Agreement") is between You and Coupilia LLC ("Coupilia"). This agreement applies to any Coupilia software or service ("Services") located at www.coupilia.com ("Website") or any other location where our Services are located. "You" or "Affiliate" or "Publisher" or "Merchant" or "Agency" shall mean any entity identified in an enrollment form submitted by the same or affiliated persons, and/or any agency or network or company acting on its or their behalf, which shall also be bound by the terms of this Agreement.

DESCRIPTION OF SERVICE

Coupilia provides users with access to a rich collection of resources, including but not limited to, various software applications, merchant data and merchant promotions made available to Coupilia directly from the merchants, affiliate networks representing the merchant or agencies representing the merchants (the "Service"). The Service provides data through an electronic feed. You are only permitted to use these Links if you have separately entered into and have a current binding contract with the marketer whose products or services are sold through such Links and the affiliate marketing network through which such Links are promoted. By accepting our TOU you acknowledge that you may not sublicense use of the Service to any third party without Coupilia's prior written consent, in which case you shall be solely liable for the acts and omissions of such sub licensees and shall ensure their compliance with this Agreement. Unless explicitly stated otherwise, any new features that augments or enhances the current Service, including the release of new Coupilia properties, shall be subject to the TOU. You understand and agree that the Service is provided "AS-IS" and that Coupilia assumes no responsibility for the timeliness, deletion, mis-delivery or failure to store any user communications or personalization settings.

REGISTRATION OBLIGATIONS

In consideration of your use of the Service, you represent that you are of legal age to form a binding contract and are not a person barred from receiving services under the laws of the United States or other applicable jurisdiction. You also agree to: (a) provide true, accurate, current and complete information about yourself as prompted by the Service's registration form (the "Registration Data") and (b) maintain and promptly update the Registration Data to keep it true, accurate, current and complete. If you provide any information that is untrue, inaccurate, not current or incomplete, or Coupilia has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, Coupilia has the right to suspend or terminate your account and refuse any and all current or future use of the Service (or any portion thereof). Multiple accounts held by the same individual or entity is subject to immediate termination unless expressly authorized in writing by Coupilia. You may only register accounts for web sites owned, operated, licensed or controlled by You. You may not share your password with any other party. You are solely responsible for any and all account security and any and all activity generated from your account. The Coupilia widget, plugins, and all data in our feed may only be displayed on the domain entered during registration unless expressly authorized in writing by Coupilia. The Coupilia widget must be installed and displayed within thirty (30) days or your account will be expired. The email address entered during registration must match the domain address entered for your account.

SUBSCRIPTION PERIOD

You will be entitled to receive the Service only during the subscription period ("Subscription Period") specified in your billing form ("Billing Form"). Subscription Periods will either be one month or one year. Monthly subscriptions will automatically renew on a month-to-month basis until cancelled by you. Annual subscriptions will automatically renew on a year-to-year basis unless cancelled by you.

PAYMENT TERMS

All fees "Subscription Fees" for the Service are set forth on the web site on our plan page. By completing the payment information, you authorize Coupilia to charge the appropriate recurring subscription fees to your designated credit card or other payment method. The plan page may describe a free trial period for the subscription services. This trial period shall begin upon your activation of that plan and shall expire fourteen (14) days thereafter (the "Trial Period"). You are required to provide a billing payment method at the time of registration for subscription services, excluding any free Trial Period. Subscriptions Fees shall be billed monthly and renew automatically until cancelled by either party. You are allowed one (1) Free Trial Period per subscription service. All Subscription Fees are subject to change upon a minimum of a two-week notice from Coupilia to the email address of record and you hereby agree to pay any such revised Subscription Fees.

PRIVACY POLICY

The privacy of your personal information is very important to us. For more information on what information we collect and how we use such information, please read our Privacy Policy. You acknowledge, consent and agree that Coupilia may access, preserve and disclose your account information and Content if required to do so by law or in a good faith belief that such access, preservation or disclosure is reasonably necessary to: (a) comply with legal process; (b) enforce the TOU; (c) respond to claims that any Content violates the rights of third parties; (d) respond to your requests for customer service; or (e) protect the rights, property or personal safety of Coupilia, its users and the public.

You further acknowledge, consent and agree that Coupilia may disclose your account information and status to its employees, directors, officers, consultants and advisors including affiliated merchants, networks and agencies who need such information to perform their respective duties. Coupilia may also display your company logo on Coupilia's website.

MEMBER ACCOUNT, PASSWORD AND SECURITY

The information provided during registration must be truthful and accurate and may not hide your real identity. You may only register accounts for Web Sites owned, operated, licensed or controlled by You. You may not share your password with any other party. You are solely responsible for any and all account security and any and all activity generated from your account.

INTERSTATE COMMUNICATIONS

When you register with Coupilia, you acknowledge that in using Coupilia services to send electronic communications (including but not limited to search queries, sending messages to the Coupilia Blog or Coupilia feedback forums, and other Internet activities), you will be causing communications to be sent through Coupilia's computer networks located in Washington, and other locations in the United States. As a result, and also as a result of Coupilia's network architecture and business practices and the nature of electronic communications, even communications that seem to be intrastate in nature can result in the transmission of interstate communications regardless of where you are physically located at the time of transmission. Accordingly, by agreeing to the TOU, you acknowledge that use of the service results in interstate data transmissions.

INTERNATIONAL USE

Recognizing the global nature of the Internet, you agree to comply with all local rules regarding online conduct and acceptable Content. Specifically, you agree to comply with all applicable laws regarding the transmission of technical data exported from the United States or the country in which you reside. Coupilia cannot and will not be liable for any loss or damage arising from your failure to comply with this Section.

INDEMNITY

You agree to indemnify and hold Coupilia LLC, the Coupilia parties, and all subsidiaries, affiliates, officers, members, agents, employees, partners and licensors harmless from any claim or demand, including reasonable attorneys' fees, made by any third party due to or arising out of content you submit, post, transmit or otherwise make available through the Service, your use of the Service, your connection to the Service, your violation of this contract, your violation of any rights of another, or any claims that result from your operation of your storefront, including, but not limited to, indecent content, claims your suppliers or customers related to your storefront, and governmental regulatory claims related to your storefront.

RESALE OR REDISTRIBUTION OF SERVICE

You agree not to reproduce, duplicate, copy, sell, trade, resell or exploit for any commercial purposes, any portion of the Service (including your Coupilia ID), use of the Service, or access to the Service.

MONETIZATION USING THIRD PARTY SERVICES

You agree to not engage, participate in, or provide access to any separate revenue sharing arrangement or any co-monetization effort utilizing Coupilia links or data using third party services or software. You verify that you are the sole receiver of revenue earned from monetization efforts where Coupilia data is displayed.

MODIFICATIONS TO LINKS

You agree not to modify any Coupilia links provided from our Service.

MODIFICATIONS TO SERVICE

Coupilia reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Service (or any part thereof) with or without notice. You agree that Coupilia shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Service.

TERMINATION

Coupilia reserves the right to terminate or refuse participation to any applicant or participant at any time in its sole discretion. Upon account termination, You agree to stop using the Web Site and/or Service. If Coupilia terminates your account for no reason, we will refund any unused portion of your prepaid subscription fee. No refunds will be permitted if you have violated these Terms of Use. You can terminate your account at any time directly in your portal or by emailing billing@coupilia.com. All terminations will occur upon the next billing cycle and no previously pre-paid fees will be refunded.

LINKS

The Service may provide, or third parties may provide, links to other World Wide Web sites or resources. Because Coupilia has no control over such sites and resources, you acknowledge and agree that Coupilia is not responsible for the availability of such external sites or resources, and does not endorse and is not responsible or liable for any Content, advertising, products or other materials on or available from such sites or resources. You further acknowledge and agree that Coupilia shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such Content, goods or services available on or through any such site or resource.

LIMITED LICENSE

You acknowledge and agree that the Service and any necessary software used in connection with the Service ("Software") contain proprietary and confidential information that is protected by applicable intellectual property and other laws. You further acknowledge any information presented to you through the Service or by advertisers is protected by copyrights, trademarks, service marks, patents or other proprietary rights and laws. Except as expressly authorized by Coupilia, you agree not to modify, rent, lease, loan, sell, distribute or create derivative works based on the Service or the Software, in whole or in part. Coupilia grants you a personal, non-transferable and non-exclusive right and license to use the Service; provided that you do not (and do not allow any third party to) copy, modify, create a derivative work from, reverse engineer, reverse assemble or otherwise attempt to discover any source code, sell, assign, sublicense, grant a security interest in or otherwise transfer any right in the Software. You agree neither to modify the Software in any manner or form, nor to use modified versions of the Software, including (without limitation) for the purpose of obtaining unauthorized access to the Service. You agree not to access the Service by any means other than through the interface that is provided by Coupilia for use in accessing the Service.

DISCLAIMER OF WARRANTIES

YOU EXPRESSLY UNDERSTAND AND AGREE THAT: 1. YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK. THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. COUPILIA AND ITS SUBSIDIARIES, AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. 2. COUPILIA AND ITS SUBSIDIARIES, AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS MAKE NO WARRANTY THAT (i) THE SERVICE WILL MEET YOUR REQUIREMENTS; (ii) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; (iii) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE WILL BE ACCURATE OR RELIABLE; (iv) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR EXPECTATIONS; AND (v) ANY ERRORS IN THE SOFTWARE WILL BE CORRECTED. 3. ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE IS ACCESSED AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL. 4. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM COUPILIA OR THROUGH OR FROM THE SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TOU.

LIMITATION OF LIABILITY

YOU EXPRESSLY UNDERSTAND AND AGREE THAT COUPILIA AND ITS SUBSIDIARIES, AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS SHALL NOT BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF COUPILIA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (i) THE USE OR THE INABILITY TO USE THE SERVICE; (ii) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE SERVICE; (iii) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (iv) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICE; OR (v) ANY OTHER MATTER RELATING TO THE SERVICE. IN NO EVENT WILL COUPILIA BE LIABLE FOR DAMAGES IN EXCESS OF THE MONTHLY SUBSCRIPTION FEES PAID BY YOU DURING THE PRIOR TWELVE (12) MONTH PERIOD.

EXCLUSIONS AND LIMITATIONS

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS IN THE DISCLAIMER OF WARRANTIES AND LIMITATION OF LIABILITY SECTIONS MAY NOT APPLY TO YOU.

NOTICE

Coupilia may provide you with notices, including those regarding changes to the TOU, by e-mail, or postings on the Service.

TRADEMARKS AND COPYRIGHTS

The Coupilia.com and Coupilia, LLC trademarks and service marks and other of Coupilia's and its affiliates' logos and product and service names are trademarks of Coupilia, LLC or its affiliates, as applicable. All material on this site, including, but not limited to images, logos, illustrations, audio clips, video clips, Website coding, Website processes, Website services and Website text is protected by copyrights, trademarks, and other intellectual property rights which are owned and controlled by Coupilia or by other parties that have licensed their material to Coupilia. Material found on the Website or any web site owned, operated, licensed or controlled by Coupilia may not be copied, reproduced, republished, uploaded, posted, transmitted, or distributed in any way, including by e-mail or other electronic means without the prior written consent from Coupilia. Modification of the materials, use of the materials on any other web site or networked computer environment, or use of the materials for any purpose other than personal, non-commercial use is a violation of the copyrights, trademarks, and other proprietary rights, and is prohibited. The fact that Coupilia may not object to every use of the material on this site is not to be construed as a waiver of any of these rights. GENERAL INFORMATION Entire Agreement: The TOU constitutes the entire agreement between you and Coupilia and governs your use of the Service, superseding any prior agreements between you and Coupilia with respect to the Service. You also may be subject to additional terms and conditions that may apply when you use other Coupilia services. Choice of Law and Forum: The TOU and the relationship between you and Coupilia shall be governed by the laws of the State of Washington without regard to its conflict of law provisions. You and Coupilia agree to submit to the personal and exclusive jurisdiction of the courts located within the county of King, Washington. Waiver and Severability of Terms: The failure of Coupilia to exercise or enforce any right or provision of the TOU shall not constitute a waiver of such right or provision. If any provision of the TOU is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision, and the other provisions of the TOU remain in full force and effect.

Assignment

We may assign this contract, in whole or in part, at any time with or without notice to you. You may not assign this contract, or any part of it, to any other person. Any attempt by you to do so is void. You may not transfer to anyone else, either temporarily or permanently, any rights to use the Service or any part of the Service without written approval from Coupilia.

Last updated: 01/01/2016

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