By using GoToMyPrice Merchant Center, you agree to the following terms and conditions and any product policies, guidelines or amendments thereto that may be presented to you from time to time (collectively, the "Terms of Service"). Due to things like changes to the law or changes to functionality offered in GoToMyPrice Merchant Center, we may need to change these Terms of Service or our product policies from time to time. You should look at the terms regularly at http://www.gotomyprice.com/merchants/terms-of-service.html and our product policies at http://www.gotomyprice.com/merchants/policies.html. Also, we will post notice of modified terms within GoToMyPrice Merchant Center. The changes will become effective 7 days after they are posted except if the changes apply to new functionality in which case they will be effective immediately. If you do not agree to the modified Terms of Service, then please stop using GoToMyPrice Merchant Center. Unless you have agreed otherwise in writing with GoToMyPrice , then these Terms of Service govern your use of GoToMyPrice Merchant Center (alternatively the "Service").
Authority to Accept the Terms of Service. You represent that you are of legal age to form a binding contract and have full power, capacity and authority to accept these Terms of Service. If You are accepting on behalf of your employer or another entity, you represent that you have full legal authority to bind your employer or such entity to these Terms of Service. If you don't have the legal authority to bind, please ensure that an authorized person from your entity consents to and accepts these Terms or Service.
In order to use certain services, you are required to provide current, accurate identification, contact, and other information as part of the registration process for a Merchant Center Account and/or continued use of the services offered by GoToMyPrice.com and its subsidiaries or affiliated companies. Your "GoToMyPrice Merchant Center Account" is a special account that will facilitate your use of GoToMyPrice Merchant Center. You are responsible for maintaining the confidentiality of your GoToMyPrice Merchant Center Account password, and are responsible for all activities that occur under your account. You agree to immediately notify GoToMyPrice of any unauthorized use of your password or GoToMyPrice Merchant Center Account or any other breach of security. GoToMyPrice cannot and will not be liable for any loss or damage arising from your failure to comply with this Section 1. GoToMyPrice reserves the right to refuse service to anyone at any time without notice for any reason.
There may be certain features of the GoToMyPrice Merchant Center that are optional. If you choose to use such features, then you may be required to agree to separate terms that are specific to those features.2. APPROPRIATE CONDUCT
You understand that all information, data, text, software, music, sound, photographs, graphics, video, messages or other materials ("Content"), whether publicly posted or privately transmitted, are the sole responsibility of the person from which such Content originated. You understand that by using GoToMyPrice services, you may be exposed to Content that is offensive, indecent or objectionable.
You agree that you are responsible for your own conduct and Content while using GoToMyPrice Merchant Center and for any consequences thereof. You agree to use GoToMyPrice Merchant Center only for purposes that are legal, proper and in accordance with these Terms of Service and any applicable policies or guidelines. By way of example, and not as a limitation, you agree that when using GoToMyPrice Merchant Center, you will not:
While GoToMyPrice prohibits such conduct and Content in connection with GoToMyPrice Merchant Center, you understand and agree that GoToMyPrice may or may not pre-screen Content and shall have the right (but not the obligation) in its sole discretion to pre-screen, refuse or move any Content submitted to GoToMyPrice Merchant Center.
GoToMyPrice 's Rights
You acknowledge and agree that GoToMyPrice Merchant Center and any necessary software used in connection with GoToMyPrice services ("Software") contain proprietary and confidential information that is protected by applicable intellectual property and other laws. You further acknowledge and agree that Content contained in sponsor advertisements or information presented to you through GoToMyPrice services or advertisers is protected by copyrights, trademarks, service marks, patents or other proprietary rights and laws. Except as expressly authorized by GoToMyPrice or advertisers, you agree not to modify, rent, lease, loan, sell, distribute or create derivative works based on GoToMyPrice services or the Software, in whole or in part.
GoToMyPrice grants you a personal, non-transferable and non-exclusive right and license to use the object code of its Software on a single computer; provided that you do not (and do not allow any third party to) copy, modify, create a derivative work of, 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 not to modify the Software in any manner or form, or to use modified versions of the Software, including (without limitation) for the purpose of obtaining unauthorized access to GoToMyPrice services. You agree not to access GoToMyPrice Merchant Center by any means other than through the interface that is provided by GoToMyPrice for use in accessing GoToMyPrice services.
You, or a third party licensor, as appropriate, retain any intellectual property rights in the Content you submit. By submitting Content on or through the Service, you grant GoToMyPrice , under those intellectual property rights, an irrevocable, perpetual, worldwide, non-exclusive, royalty-free, sublicensable license to distribute, reproduce, modify, perform and display and otherwise use the Content in GoToMyPrice 's services.
It is our policy to respond to notices of alleged infringement that comply with the United States Digital Millennium Copyright Act or other applicable law. For more information, please click here.
For information regarding our trademark complaint procedure, please click here. Any use of GoToMyPrice 's trade names, trademarks, service marks, logos, domain names, and other distinctive brand features must be in compliance with this Terms of Service and in compliance with GoToMyPrice 's then current Brand Feature use guidelines, and any content contained or reference therein, which may be found at the following URL: http://www.gotomyprice.com/permissions/guidelines.html (or such other URL GoToMyPrice may provide from time to time).
By submitting Content to GoToMyPrice Merchant Center, you authorize GoToMyPrice to use your trademarks, service marks, trade names, proprietary logos, domain names and any other source or business identifiers in connection with GoToMyPrice 's authorized distribution of the Content.7. SUBMISSION OF CONTENT
You may submit Content to GoToMyPrice Merchant Center using various means, including data feeds or submissions through the Base API ("Content Submission"), these methods of submission are described in the technical specifications provided to you by GoToMyPrice . You agree to submit Content in a manner that complies with the then-current specifications provided by GoToMyPrice to enable proper delivery and display of the Content. If the Content you submit contains URLs (or equivalent thereof), you agree that GoToMyPrice has the right to access, index, cache or crawl the URL(s) (or equivalent thereof), the Content itself, or any portion thereof in connection with GoToMyPrice 's authorized use of the Content.8. MULTI-CLIENT ACCOUNTS OR SUBMITTING CONTENT ON BEHALF OF OTHERS.
If you are submitting Content on behalf of one or more entities or persons ("third parties"), then you confirm and warrant that you are authorized to act on behalf and bind such entity(s) or persons to these Terms of Service.
If your application or site enables third parties, including end users, to provide content to GoToMyPrice Merchant Center, it must clearly and conspicuously disclose to such third parties that their content will be provided to GoToMyPrice and made available to the general public through the GoToMyPrice Merchant Center service. Also, if your application or site enables third parties to provide content to GoToMyPrice Merchant Center, it must use one of the user authentication methods set forth in the documentation at http://code.gotomyprice.com/apis/base/starting-out.html#accessing and may not use any other method of collecting, transmitting, or receiving the GoToMyPrice Merchant Center Account name or password. In connection with GoToMyPrice Merchant Center, you may not use or share end user GoToMyPrice Merchant Center Account information for any purpose other than to implement the authentication methods set forth in the documentation. If this Agreement is terminated for any reason, you agree to delete all end user GoToMyPrice Merchant Center Account information, including but not limited to usernames and passwords. You understand and agree that content submitted through the Service may be edited or removed from GoToMyPrice Merchant Center only as enabled by the Service.9. GENERAL PRACTICES REGARDING USE AND STORAGE
You agree that GoToMyPrice has no responsibility or liability for the deletion or failure to store any Content, data, and other communications maintained or transmitted by GoToMyPrice services. You acknowledge that GoToMyPrice has set no fixed upper limit on the number of transmissions you may send or receive through GoToMyPrice services or the amount of storage space used; however, we retain the right, at our sole discretion, to create limits at any time with or without notice.10. NO RESALE OF SERVICE
You agree not to reproduce, duplicate, copy, sell, trade, or resell any portion of GoToMyPrice Merchant Center, use of GoToMyPrice Merchant Center, or access to GoToMyPrice Merchant Center.11. MODIFICATIONS TO SERVICE
GoToMyPrice reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the GoToMyPrice Merchant Center service (or any part thereof) with or without notice. You agree that GoToMyPrice shall not be liable to you or to any third party for any modification, suspension or discontinuance of GoToMyPrice services.12. TERMINATION
You may cancel your use of GoToMyPrice services and/or terminate this Terms of Service with or without cause at any time. To find out how to delete your account, please visit http://www.gotomyprice.com/support/merchants/bin/answer.py?hl=en&answer=160541.
GoToMyPrice may at any time and for any reason, including a period of account inactivity, terminate your access to GoToMyPrice services, terminate this Terms of Service, or suspend or terminate your account. In the event of termination, your account will be disabled and you may not be granted access to your account or any files or other content contained in your account although residual copies of information may remain in our system.
Except as set forth above or unless GoToMyPrice has previously canceled or terminated your use of GoToMyPrice services (in which case subsequent notice by GoToMyPrice shall not be required), if you have provided an alternate email address, GoToMyPrice will notify you via email of any such termination or cancellation, which shall be effective immediately upon GoToMyPrice 's delivery of such notice. Sections 15 through 22 of the Terms of Service (including the section regarding limitation of liability), shall survive expiration or termination.13. ADVERTISEMENTS
Many GoToMyPrice services are supported by advertising revenue and may display advertisements and promotions on the service. The manner, mode and extent of advertising by GoToMyPrice on its services are subject to change. You agree that GoToMyPrice shall not be responsible or liable for any loss or damage of any sort incurred by you as a result of any such dealings or as the result of the presence of such advertisers on GoToMyPrice services.14. LINKS
GoToMyPrice services may provide, or third parties may provide, links to other websites or resources. Because GoToMyPrice has no control over such sites and resources, you acknowledge and agree that GoToMyPrice 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 GoToMyPrice 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.15. INDEMNITY
You agree to hold harmless and indemnify GoToMyPrice , and its subsidiaries, affiliates, officers, agents, and employees, advertisers or partners, from and against any third party claim arising from or in any way related to your use of GoToMyPrice services, violation of these Terms of Service or any other actions connected with use of GoToMyPrice services, including any liability or expense arising from all claims, losses, damages (actual and consequential), suits, judgments, litigation costs and attorneys' fees, of every kind and nature. In such a case, GoToMyPrice will provide you with written notice of such claim, suit or action.16. DISCLAIMER OF WARRANTIES
YOU EXPRESSLY UNDERSTAND AND AGREE THAT:
YOU EXPRESSLY UNDERSTAND AND AGREE THAT GOTOMYPRICE SHALL NOT BE LIABLE TO YOU FOR ANY DIRECT, 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 GOTOMYPRICE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES) RESULTING FROM: (i) THE USE OR THE INABILITY TO USE GOTOMYPRICE SERVICES; (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 GOTOMYPRICE SERVICES; (iii) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (iv) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON GOTOMYPRICE SERVICES; OR (v) ANY OTHER MATTER RELATING TO GOOGLE SERVICES.18. 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 OF SECTIONS 16 AND 17 MAY NOT APPLY TO YOU.19. NO THIRD PARTY BENEFICIARIES
You agree that, except as otherwise expressly provided in this Terms of Service, there shall be no third party beneficiaries to the Terms of Service.20. NOTICE
You agree that GoToMyPrice may provide you with notices, including those regarding changes to the Terms of Service, by email, regular mail, or postings on GoToMyPrice services.21. DIGITAL MILLENNIUM COPYRIGHT ACT
It is GoToMyPrice 's policy to respond to notices of alleged infringement that comply with the Digital Millennium Copyright Act. For details and more information, please see http://www.gotomyprice.com/dmca.html.
22. GENERAL INFORMATION
Entire Agreement. The Terms of Service constitute the entire agreement between you and GoToMyPrice and govern your use of GoToMyPrice Merchant Center, superceding any prior agreements between you and GoToMyPrice with respect to GoToMyPrice Merchant Center. You also may be subject to additional terms and conditions that may apply when you use or purchase certain other GoToMyPrice services, affiliate services, third-party content or third-party software.
Choice of Law and Forum. The Terms of Service and the relationship between you and GoToMyPrice shall be governed by the laws of the State of California without regard to its conflict of law provisions. You and GoToMyPrice agree to submit to the personal and exclusive jurisdiction of the courts located within the county of Los Angeles, California.
Waiver and Severability of Terms. The failure of GoToMyPrice to exercise or enforce any right or provision of the Terms of Service shall not constitute a waiver of such right or provision. If any provision of the Terms of Service 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 Terms of Service remain in full force and effect.
Statute of Limitations. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of GoToMyPrice services or the Terms of Service must be filed within one (1) year after such claim or cause of action arose or be forever barred.The section headings in the Terms of Service are for convenience only and have no legal or contractual effect.