Terms of Use

Terms of Use for Sproxi Software & Services

This Agreement (“Agreement”) is by and between Method Merchant Inc., (“Sproxi”) a Florida corporation and You, Your heirs, agents, successors and assigns (“You”), and is made effective as of the date of electronic execution. This Agreement sets forth the terms and conditions of Your use of Sproxi software (Software) and services (Services) and explains Sproxi’s obligations to You and Your obligations to Sproxi in relation to the Software and Services You purchase. This Agreement as well as any additional Sproxi policies, together with all modifications thereto, constitute the complete and exclusive agreement between You and Sproxi concerning Your use of Sproxi’s Software and Services, and supersede and govern all prior proposals, agreements, or other communications. All Sproxi policies and agreements specific to particular Software and Service are incorporated herein and made part of this Agreement. By purchasing Sproxi’s Software or Services, You acknowledge that You have read, understood, and agree to be bound by all terms and conditions of this Agreement and any other policies or agreements made part of this Agreement by reference, as well as any new, different or additional terms, conditions or policies which Sproxi may establish from time to time, and any agreements that Sproxi is currently bound by or will be bound by in the future. In addition to transactions entered into by You on Your behalf, You also agree to be bound by the terms of this Agreement for transactions entered into on Your behalf by anyone acting as Your Agent, and transactions entered into by anyone who uses the account You’ve established with Sproxi, whether or not the transactions were in Your behalf.

Index

Term of Agreement; Modifications
Accurate Information
Privacy Policy
Account Security
No Unlawful Conduct or Improper Use
Intellectual Property
Use of Sproxi Software
Fees & Payment
Representations & Warranties
Limitation of Liability
Disclaimer of Warranties
Indemnification
Governing Law, Venue; Waiver of Trial by Jury
Entire Agreement
Severability
Waiver
Force Majeure
No Third Party Beneficiaries

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1. Term of Agreement; Modifications

You agree that Sproxi may modify this Agreement and the Services from time to time. You agree to be bound by any changes Sproxi may reasonably make to this Agreement when such changes are made. If You have purchased Services or Software from Sproxi, the term of this Agreement shall continue in full force and effect as long as You take advantage of and use the Software or Services. In the event You terminate Your usage, Sproxi will not refund any amounts You have paid. You agree that You will be responsible for notifying Sproxi should You desire to terminate Your use of Sproxi ‘s Services. Cancellation of your Sproxi subscription must be done by the account holder, directly in the Sproxi control panel under the “My Account” section.

2. Accurate Information

You agree to maintain accurate information by providing updates to Sproxi, as needed, while You are using Sproxi’s Services. You agree You will notify Sproxi within five (5) business days when any change of the information You provided as part of the application and/or registration process changes. Failure by You, for whatever reason, to respond within five (5) business days to any inquiries made by Sproxi to determine the validity of information provided by You will constitute a material breach of this Agreement. You agree that Sproxi may use and rely on any such information provided by You for all purposes in connection with Your Services, subject to Sproxi’s Privacy Policy. If You provide any information that is inaccurate, not current, false, misleading or incomplete, or if Sproxi has reasonable grounds to suspect that Your information is inaccurate, not current, false, misleading or incomplete, Sproxi has the absolute right, in its sole discretion, to terminate its Services and close Your account.

3. Privacy Policy

The Privacy Policy provides Your rights and Company’s responsibilities with regard to Your personal information. Company will not use Your information in any way inconsistent with the purposes and limitations provided in the Privacy Policy.

4. Account Security

You agree You are entirely responsible for maintaining the confidentiality of Your customer number/login, password, credit card number, and shopper PIN (collectively, the “Account Access Information”). You agree You are entirely responsible for any and all activities that occur under Your account. You agree to notify Sproxi immediately of any unauthorized use of Your account or any other breach of security. You agree Sproxi will not be liable for any loss that You may incur as a result of someone else using Your Account Access Information, either with or without Your knowledge. You further agree You could be held liable for losses incurred by Sproxi or another party due to someone else using Your Account Access Information. For security purposes, You should keep Account Access Information in a secure location and take precautions to prevent others from gaining access to Your Account Access Information. You agree that You will be responsible for all activity in Your account, whether initiated by You, or by others on Your behalf, or by any other means. Sproxi specifically disclaims liability for any activity in Your account, whether authorized by You or not.

5. No Unlawful Conduct or Improper Use

As a condition of Your use of Sproxi’s Software and Services, You agree not to use them for any purpose that is unlawful or prohibited by these terms and conditions, and You agree to comply with any applicable local, state, federal and international laws, government rules or requirements. You agree You will not be entitled to a refund of any fees paid to Sproxi if, for any reason, Sproxi takes corrective action with respect to Your improper or illegal use of its Services. Sproxi reserves the right at all times to disclose any information as Sproxi deems necessary to satisfy any applicable law, regulation, legal process or governmental request, or to edit, refuse to post or to remove any information or materials, in whole or in part, in Sproxi’s sole discretion. If You have purchased Services, Sproxi has no obligation to monitor Your use of the Services. Sproxi reserves the right to review Your use of the Services and to cancel the Services in its sole discretion. Sproxi reserves the right to terminate Your access to the Services at any time, without notice, for any reason whatsoever. Sproxi reserves the right to terminate Services if Your usage of the Services results in, or is the subject of, legal action or threatened legal action, against Sproxi or any of its affiliates or partners, without consideration for whether such legal action or threatened legal action is eventually determined to be with or without merit. Except as set forth below, Sproxi may also cancel Your use of the Services, after thirty (30) days, if You are using the Services, as determined by Sproxi in its sole discretion, in association with spam or morally objectionable activities. Morally objectionable activities will include, but not be limited to: activities designed to defame, embarrass, harm, abuse, threaten, slander or harass third parties; activities prohibited by the laws of the United States and/or foreign territories in which You conduct business; activities designed to encourage unlawful behavior by others, such as hate crimes, terrorism and child pornography; activities that are tortuous, vulgar, obscene, invasive of the privacy of a third party, racially, ethnically, or otherwise objectionable; activities designed to impersonate the identity of a third party; illegal access to other computers or networks (i.e., hacking); distribution of Internet viruses or similar destructive activities; and activities designed to harm or use unethically minors in any way. In the event Sproxi deletes Your Services because they are being used in association with spam or morally objectionable activities, no refund will be issued. You agree You will not be entitled to a refund of any fees paid to Sproxi if, for any reason, Sproxi takes corrective action with respect to Your improper or illegal use of its Services.

6. Intellectual Property

You agree that Sproxi or its licensor holds all rights, title and interest in all Software and Services and all intellectual property, including other rights related to intangible property, unless otherwise indicated. You acknowledge that no title or interest in such Intellectual Property Rights is being transferred to You and You agree to make no claim of interest in any such Services or Software. You understand and agree that all content and materials contained in this Agreement, other policies, the Sproxi Web site, and any affiliated Web sites, are protected by the various copyright, patent, trademark, service mark and trade secret laws of the United States, as well as any other applicable proprietary rights and laws, and that Sproxi or its licensor expressly reserves its rights in and to all such content and materials. You further understand and agree that You are prohibited from using, in any manner whatsoever, any of the content or materials described above without the express written permission of Sproxi or its licensor. No license or right under any copyright, patent, trademark, service mark or other proprietary right or license is granted to You or conferred upon You by this Agreement or otherwise.

7. Use of Sproxi Software

If You have licensed software from Sproxi, Sproxi grants You a limited, non-exclusive, nontransferable and non-assignable license to use the software for such purposes as are ordinary and customary. You agree to not alter or modify the Software. You agree You are not authorized to combine the Software with any other software program, create derivative works based upon the Software, nor are You authorized to integrate any plug-in or enhancement which uses or relies upon the Software. You further agree not to reverse engineer, decompile or otherwise attempt to uncover the source code. Sproxi reserves all rights to the Software. The Software and any copies You are authorized to make are the intellectual property of Sproxi. The source code and its organization are the exclusive property of Sproxi and the Software is protected by copyright, including United States Copyright Law. Except as expressly provided for in this section, this Agreement does not grant You any rights in the Software and all rights are reserved by Sproxi. Sproxi provides this Software as is without warranty of any kind either express or implied, including but not limited to the implied warranties or conditions of merchantability or fitness for a particular purpose. Sproxi is not liable for any billing issues that arise from improper bid management or disputes with the comparison shopping engines. You are responsible for previewing your feeds prior to submitting them to the comparison shopping engines and managing your advertisement bids.

8. Fees & Payment

As consideration for the Software or Services purchased by You and provided to You by Sproxi, You agree to pay Sproxi at the time You order. All fees are due immediately and are non-refundable unless otherwise expressly noted, even if Your Services are suspended, terminated, or transferred prior to the end of the Services term. After initial subscription payment, You agree that the credit card you provided will be charged on a monthly basis, based on the subscription level. Sproxi expressly reserves the right to modify pricing through email notification and/or notice on its Web site. Payment must be made by You by providing either a valid credit card. If for any reason Sproxi is unable to charge Your Payment Method for the full amount owed Sproxi for the Services provided, or if Sproxi is charged a penalty for any fee it previously charged to Your Payment Method, You agree that Sproxi may pursue all available remedies in order to obtain payment. If for any reason Sproxi is unable to charge Your credit card with the full amount of the Services provided, or if Sproxi is charged back for any fee it previously charged to the credit card You provided, You agree that Sproxi may pursue all available remedies in order to obtain payment. You agree that among the remedies Sproxi may pursue in order to effect payment, shall include but will not be limited to, immediate cancellation without notice to You of any Services registered or renewed on Your behalf. Sproxi reserves the right to charge a reasonable administrative fee for administrative tasks outside the scope of its regular Services, including additional costs that it may incur in providing the Services and pass along to You. These include, but are not limited to, customer service issues that cannot be handled over email but require personal service, fees incurred by third parties You have elected to use as payment methods, and disputes that require legal services. These charges will be billed to the Payment Method we have on file for You. You may change Your Payment Method at any time by logging into Your account. You agree that You are solely liable for arranging that Your Services are renewed, and that Sproxi shall not be liable to You or any third party if it is unable to charge Your Payment Method in order to renew Your Services. While all purchases are processed in US dollars, Sproxi may provide an estimated conversion price to currencies other than US dollars. You acknowledge and agree that the pricing displayed during the checkout process is an estimate. Due to potential slight time delays between actual purchase and the payment settlement, the actual price charged may fluctuate. Accordingly, Sproxi makes no representations or warranties that the actual price will be the same or substantially similar to the actual price You will pay and You waive any and all claims based upon any discrepancy between the estimate and the actual price.

9. Representations & Warranties

You, or the individuals who electronically execute this Agreement on behalf of You hereby represent and warrant that they have the right, power, legal capacity and appropriate authority to enter into this Agreement, and that they own and have not transferred to any other person or entity any of the rights, claims or interests that are the subject of this Agreement. You represent and warrant that You are 18 years of age or older, or that You have an agent authorized by law to represent You who is 18 years of age or older who is entering into this Agreement on Your behalf. You warrant that each action You make is being done so in good faith and that You have no knowledge of it infringing upon or conflicting with the legal rights of a third party or a third party’s trademark or trade name. Sproxi expressly reserves the right to deny, cancel or transfer any services that it deems necessary, in its discretion, to protect the integrity and stability of the service, to comply with any applicable laws, government rules or requirements, requests of law enforcement, in compliance with any dispute resolution process, or to avoid any liability, civil or criminal, on the part of Sproxi, as well as its affiliates, subsidiaries, officers, directors and employees.

10. Limitation of Liability

IN NO EVENT SHALL Sproxi BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFIT OR GOODWILL, FOR ANY MATTER, WHETHER SUCH LIABILITY IS ASSERTED ON THE BASIS OF CONTRACT, TORT (INCLDUDING NEGLIGENCE), BREACH OF WARRANTIES, EITHER EXPRESS OR IMPLIED, ANY BREACH OF THIS AGREEMENT OR ITS INCORPORATED AGREEMENTS AND POLICIES YOUR INABILITY TO USE THE SOFTWARE OR SERVICES, YOUR LOSS OF DATA OR FILES OR OTHERWISE, EVEN IF Sproxi HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. Some states may not allow such a broad exclusion or limitation on liability for damages as contained herein. In such states, Sproxi’s liability is limited to the full extent permitted by law. You agree that in no event shall Sproxi’s maximum aggregate liability exceed the total amount paid by You for the particular Software or Service in dispute purchased from Sproxi.

11. Disclaimer of Warranties

Sproxi expressly disclaims 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. Services are provided on an “As Is” and “As Available” basis. Sproxi makes no warranty that its services will meet your requirements, or that the services will be uninterrupted, timely, secure, or error free, or that defects will be corrected. Sproxi does not warrant, nor make any representations regarding the use, or results of, any of the services it provides, in terms of their correctness, accuracy, reliability, or otherwise.

12. Indemnification

You agree to defend, indemnify and hold harmless Sproxi and its contractors, agents, employees, officers, directors, shareholders, and affiliates from any loss, liability, damages or expense, including reasonable attorneys’ fees, resulting from any third party claim, action, proceeding or demand related to Your (including Your agents affiliates, or anyone using Your account, software or services with Sproxi whether or not on Your behalf, and whether or not with Your permission) use of the Software or Services You purchased from Sproxi or Your breach of this Agreement or incorporated agreements and policies. In addition, You agree to indemnify and hold Sproxi harmless from any loss, liability, damages or expense, including reasonable attorneys’ fees, arising out of any breach of any representation or warranty provided herein, any negligence or willful misconduct by You, or any allegation that Your account infringes a third person’s copyright, trademark or proprietary or intellectual property right, or misappropriates a third person’s trade secrets. This indemnification is in addition to any indemnification required of You elsewhere. Should Sproxi be notified of a pending law suit, or receive notice of the filing of a law suit, Sproxi may seek a written confirmation from You concerning Your obligation to indemnify Sproxi. Your failure to provide such a confirmation may be considered a breach of this agreement. You agree that Sproxi shall have the right to participate in the defense of any such claim through counsel of its own choosing. You agree to notify Sproxi of any such claim promptly in writing and to allow Sproxi to control the proceedings. You agree to cooperate fully with Sproxi during such proceedings. You agree to cooperate fully with Sproxi during such proceedings. You agree You will not be entitled to a refund of any fees paid to Sproxi if, for any reason, Sproxi takes corrective action with respect to Your improper or illegal use of its services. You also agree that if Sproxi is notified that a complaint has been filed with a governmental, administrative or judicial body, Sproxi , in its sole discretion, may take whatever action Sproxi deems necessary regarding further modification, assignment of and/or control of your account to comply with the actions or requirements of the governmental, administrative or judicial body until such time as the dispute is settled.

13. Governing Law, Venue; Waiver of Trial by Jury

This agreement shall be deemed entered into in the State of Florida. You agree that the laws and judicial decisions of Broward County, Floirda, shall be used to determine the validity, construction, interpretation and legal effect of this Agreement. You agree that any action relating to or arising out of this Agreement shall be brought in the courts of Broward County, Florida. You agree to waive the right to trial by jury in any proceeding that takes place relating to or arising out of this Agreement.

14. Entire Agreement

You agree that this Agreement including the policies and agreements it refers to (i.e. our Privacy Policy, etc.) constitute the complete and only Agreement between You and Sproxi regarding the Services contemplated herein.

15. Severability

You agree that the terms of this Agreement are severable. If any part of this Agreement is determined to be unenforceable or invalid, that part of the agreement will be interpreted in accordance with applicable law as closely as possible, in line with the original intention of both parties to the Agreement. The remaining terms and conditions of the Agreement will remain in full force and effect.

16. Waiver

The failure of Sproxi to enforce any of the provisions within this Agreement or its incorporated agreements and policies against You or others shall not be construed to be a waiver of the right of Sproxi thereafter to enforce such provisions.

17. Force Majeure

Sproxi will make every effort to keep its Web site and Services operational. However, certain technical difficulties and other factors outside of its control may, from time to time, result in temporary service interruptions. You agree not to hold Sproxi liable for any of the consequences of such interruptions.

18. No Third Party Beneficiaries

Nothing in this Agreement, express or implied, is intended to confer upon any third party any rights, remedies, obligations, or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement.