PricePatch Terms of Use and Privacy Statement

Last Modified January 26, 2007
InteliCompany, Inc., a New York Corporation, including its successors and assigns, ("PricePatch") operates the PricePatch Internet shopping site. You may only use the Site pursuant to the following terms and conditions, which you accept by your use of the Site. Use of the Site is subject to additional terms and conditions defined by our content providers ("Licensors") as stipulated on applicable pages of the Site, which you accept by your use of the Site. PricePatch, reserves the right to modify or revise these Terms of Use and/or Privacy Statement or its other policies at any time at its sole discretion. Any such modifications to the Terms of Use and Privacy Statement shall be effective within forty-eight (48) hours of being posted on the Site unless otherwise stated by PricePatch, in writing. You are bound by such modifications or revisions, and should therefore visit this page frequently to review the terms. Your continued use of the Site following PricePatch's posting of any changes or modifications to these Terms of Use and/or Privacy Statement will constitute your acceptance of such changes or modifications. In the event that you do not agree to any changes or modifications of these Terms of Use and/or Privacy Statement, you should not continue to use the Site.

LICENSE AND SITE ACCESS
PricePatch, grants you a non-exclusive right and license to access and use the Site for personal, noncommercial purposes, other than to purchase or sell items through the Site's Storefronts Service, or to purchase items from third-party merchants accessible via links on the Site. This license does not include and strictly prohibits: any resale of the Site or its contents; any collection and use of any product listings, descriptions, or prices other than as expressly authorized herein; any derivative use of the Site or its contents; or any use of data mining, robots, or similar data gathering and extraction tools. The Site, including its operation, interface and contents, are covered by United States copyright laws and international laws and treaties, and may not be reproduced, duplicated, copied, sold, resold, visited, or otherwise exploited for any unauthorized commercial purpose without the express prior written consent of PricePatch. Any unauthorized use shall immediately terminate the licenses and rights granted by PricePatch and any Licensors hereunder, and may subject you to civil and/or criminal prosecution. You are granted a limited, revocable, and nonexclusive right to create a hyperlink to any page of the Site so long as the link does not portray PricePatch, its subsidiaries, affiliates, Licensors, co-brand partners and other partners or its or their respective services in a false, misleading, derogatory or otherwise offensive or damaging manner. You may not use any PricePatch, Licensor, subsidiary, affiliate, co-brand partner, or other partner logo or other proprietary graphic or trademark as part of a link to the Site without first obtaining the express written consent of PricePatch, the subsidiary, affiliate, co-brand partner or other partner or Licensor (as applicable).
PricePatch does not guarantee continuous, uninterrupted or secure access to its services or the Site, and the operation of the Site may be interfered with by numerous factors outside or within PricePatch's control.

CONTENT
PricePatch provides a number of different services to assist you in comparison shopping for products and services on the Site. PricePatch is paid by merchants or other third parties for listing products and services on the Site and for promotions such as featured merchants, featured products and showcases.
PricePatch does not sell, resell or license any of the products listed on the Site, nor is PricePatch acting as an agent of sale, and PricePatch disclaims any responsibility for, or liability related to, such products and services (see Disclaimer of Warranties and Limitation of Liability, below). Any questions, complaints or claims related to any product should be directed to the appropriate merchant or seller.
PricePatch does not warrant that product descriptions, pricing, editorial commentary or any other content of the Site, regardless of its source, is accurate, complete, reliable, current or error-free. Site content is provided for informational purposes only and does not constitute an endorsement by PricePatch of any product, merchant, seller, service, or any reviews or comments thereof regardless of the source of such review or comment. PricePatch assumes no liability for inaccuracy or incompleteness in its search results, editorial content, user ratings (e.g. user merchant rating, or user product rating) or other content on the Site.

CONTENT SUBMISSION
By contributing or submitting any content to the Site, you warrant that you are the author and owner of the intellectual property rights thereto or have the appropriate license and sublicense rights from the owner, and you grant PricePatch a worldwide, perpetual, irrevocable, royalty-free, transferable right and license to use, copy, modify, delete in its entirety, adapt, publish, translate, create derivative works from and/or sell and/or distribute such materials and/or incorporate such materials into any form, medium or technology, and you also grant the right to PricePatch to sublicense and any all of the foregoing rights to third parties, in all cases without compensation to you. In addition, you warrant that all "moral rights" that you may have in those materials have been voluntarily waived by you. None of the materials shall be subject to any obligation of confidence on the part of PricePatch, its agents, subsidiaries, affiliates, Licensors, co-brand partners or other partners and their respective directors, officers, employees, agents and representatives. PricePatch reserves the right to change, condense or delete any content on the Site that PricePatch deems, in its sole discretion, to violate the content guidelines or any other provision of this Agreement.
You agree that you shall not post or provide any information to/for the Sites:
" that is known by you to be false, inaccurate or misleading;
" that infringes any third party's copyright, patent, trademark, trade secret or other proprietary rights or rights of publicity or privacy;
" that violates any law, statute, ordinance or regulation in any applicable jurisdictions (including, but not limited to, those governing export control, consumer protection, unfair competition, anti-discrimination, false advertising and privacy);
" that is, or may reasonably be considered to be, defamatory, hateful, racially or religiously biased or offensive (including the use of swear words), unlawfully threatening or unlawfully harassing to any individual, partnership or corporation;
" for which you were compensated or granted any consideration by any third party;
" that seeks to obtain a commercial advantage;
" that includes any information that references other web sites, addresses, email addresses, contact information, phone numbers or other personal information such as credit card numbers; or
" that contains any computer viruses, worms or other damaging or potentially damaging computer programs or files.
In contributing or submitting any content to the Site, you agree not to use a false or misleading email address, impersonate any person or entity, or otherwise provide any misleading information as to the origin of any content that you submit. You should also note your obligations to indemnify PricePatch (among others) for the content you submit as set forth in the indemnity section, below.
You agree that you that you will not use any device, software or routine to bypass our robot exclusion headers, or to interfere or attempt to interfere with the proper working of the Site or any sales being conducted through the Site. You agree that you will not take any action that imposes an unreasonable or disproportionately large load on PricePatch's computer systems or communications infrastructure. You agree that you will not use any software robot, spider, other automatic device or manual process to monitor or copy Site pages or the content contained therein without PricePatch's prior written consent.

OTHER BUSINESSES AND LINKS TO OTHER SITES
PricePatch may provide links to the sites of third-party merchants, affiliated companies, co-brand partners and other parties. These links are provided solely as a convenience to you, and do not constitute an endorsement by PricePatch of the content of such third-party sites nor of the business practices of such other businesses, entities or individuals. PricePatch is not responsible for examining or evaluating, and does not warrant or claim responsibility in any way, the products, services, offerings or business practices of any of these businesses, entities or individuals or the content of their web sites. You should carefully review their privacy statements and other conditions of use.

PricePatch has no control over the business practices of any third-party merchant or seller, nor does it control in any way the quality, safety or legality of any item listed on the Site or any business transaction that occurs as a result of products listed on the Site.

IN THE EVENT OF A DISPUTE BETWEEN YOU AND A MERCHANT LISTED ON THE SITE, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, YOU RELEASE PRICEPATCH, ITS SUBSIDIARIES, AFFILIATES, CO-BRAND PARTNERS OR OTHER THIRD PARTIES UNDER CONTRACT WITH PRICEPATCH, AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AND LEGAL REPRESENTATIVEFROM AND AGAINST CLAIMS AND DAMAGES OF ANY KIND, KNOWN AND UNKNOWN, SUSPECTED AND UNSUSPECTED, DISCLOSED AND UNDISCLOSED, ARISING OUT OF OR IN ANY WAY CONNECTED WITH SUCH A DISPUTE.

If you are a New York resident, by using the Site, you explicitly waive the rights granted to you under New York Civil Code, 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."

DISCLAIMER OF WARRANTIES AND LIMITATION OF LIABILITY

THE SITE IS PROVIDED BY PRICEPATCH ON AN "AS IS" AND ON AN "AS AVAILABLE" BASIS. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, PRICEPATCH MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE OPERATION OF THE SITE OR THE INFORMATION, CONTENT, GRAPHICS, LINKS, MATERIALS, PRODUCTS, OR SERVICES INCLUDED ON THE SITE, OR THEIR ACCURACY, RELIABILITY, COMPLETENESS OR TIMELINESS. IN ADDITION, THIRD PARTIES PROVIDE SOME OF THE MATERIAL ON THE SITE; TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, PRICEPATCH SHALL NOT BE RESPONSIBLE FOR ANY SUCH THIRD PARTY MATERIAL. YOU EXPRESSLY AGREE THAT YOUR USE OF THE SITE OR ANY TRANSACTION RESULTING THEREOF IS SOLELY AT YOUR OWN RISK. PRICEPATCH DOES NOT GUARANTEE CONTINUOUS, UNINTERRUPTED OR SECURE ACCESS TO THE SITE OR THE SERVICES. OPERATION OF THE SITE MAY BE INTERFERED WITH BY NUMEROUS FACTORS OUTSIDE OF PRICEPATCH'S CONTROL.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, PRICEPATCH DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF PROPRIETARY OR THIRD PARTY RIGHTS REGARDING THE SITE. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, PRICEGRABER MAKES NO WARRANTIES OR REPRESENTATIONS REGARDING ANY PRODUCTS OR SERVICES REVIEWED ON THE SITE OR BOUGHT AND/OR SOLD USING THE SITE, OR THAT SELLERS OR BUYERS WILL PERFORM AS PROMISED BY THEM, OR THAT THE SITE, ITS SERVERS, OR E-MAIL SENT FROM PRICEPATCH ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, PRICEPATCH WILL NOT BE LIABLE FOR ANY DAMAGES OF ANY KIND ARISING FROM THE USE OF THE SITE, INCLUDING, BUT NOT LIMITED TO, DIRECT, INDIRECT, INCIDENTAL, PUNITIVE AND CONSEQUENTIAL DAMAGES, OR ANY DAMAGES RELATED TO LOSS OF BUSINESS OR BUSINESS OPPORTUNITIES.
CERTAIN STATE LAWS IN THE UNITED STATES DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS. IF YOU ARE DISSATISFIED WITH ANY OF THE CONTENTS OF THE SITE, OR DO NOT AGREE WITH THESE TERMS AND CONDITIONS, WITH PRICEPATCH'S PRIVACY POLICY OR ANY OTHER POLICIES OF THE SITE, YOUR SOLE REMEDY IS TO DISCONTINUE YOUR USE OF THE SITE.
INDEMNITY

To the maximum extent permitted by applicable law, you agree to defend, indemnify and hold PricePatch, its subsidiaries, affiliates, co-brand partners, and other parties with which PricePatch is under contract, and their respective officers, directors, employees and agents free and harmless from and against any claims, actions and demands, including, without limitation, any legal and accounting fees resulting from your use of the Site and/or your breach of the Terms of Use and Privacy Statement and/or Member Agreement, and/or resulting form any and all content you submit to PricePatch and/or the Site. PricePatch shall provide notice to you of any such claim, suit or proceeding.

GOVERNING LAW
These Terms of Use and Privacy Statement will be governed by and construed in accordance with the laws of the State of New York, without regard to principles of conflicts or choice of law. In addition, the application of the United Nations Convention on Contracts for the International Sale of Goods, including any amendments thereto, is expressly excluded hereby. Except for disputes arising from an alleged violation of intellectual property rights or breach of confidentiality, for which the injured party may suffer irreparable harm and may seek a restraining order, preliminary injunctive relief, an injunction, specific performance or other equitable relief and/or legal remedies, and actions to enforce the decisions of the arbitrators, for which action may be taken in any court of competent jurisdiction, all disputes arising out of or related to this Agreement, including the scope, the construction or application of this Agreement, shall be resolved by arbitration in accordance with the commercial arbitration rules of the American Arbitration Association then in force.

IP OWNERSHIP AND COPYRIGHT INFRINGEMENT
PricePatch disclaims any responsibility for the content of any third party materials provided through or on its Site or other services ("Third Party Content"). PricePatch will respond to notices of alleged infringement regarding Third Party Content sent pursuant to, and in accordance with, the Digital Millennium Copyright Act ("DMCA"), which may include PricePatch removing or disabling access to Third Party Content claimed to be the subject of infringement or other activity. All notices sent to PricePatch regarding matters other than informing PricePatch that a party's copyrighted material may have been infringed (and relating only to Third Party Content) will not receive a response through this process.
Written notification must be submitted to:
By Mail:

InteliCompany, Inc.
PO BOX 10181
Rochester, NY 14610

INFRINGEMENT NOTIFICATION
To be effective, your infringement notification must include the following:
1. A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
2. Identification of the copyrighted work claimed to have been infringed, or if multiple copyrighted works at a single web site are covered by a single notification, a representative list of such works at that web site;
3. Identification of the material (i.e., the Third Party Content) that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit PricePatch to locate the material;
4. Information reasonably sufficient to permit PricePatch to contact the complaining party, such as an address, telephone number, and if available, an electronic mail address at which the complaining party may be contacted;
5. A statement, as follows: "I have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law"; and
6. A statement, as follows: "The information in this notification is accurate, and under penalty of perjury, I swear that I am the copyright owner or that I am authorized to act on behalf of the owner of an exclusive right that is allegedly infringed."
Upon receipt of the written notification containing the information as outlined in 1 through 6 above:
1. PricePatch shall remove or disable access to the Third Party Content that is alleged to be infringing;
2. PricePatch shall forward the written notification to the alleged infringer (the "Subscriber");
3. PricePatch shall take reasonable steps to promptly notify the Subscriber that it has removed or disabled access to the Third Party Content.

COUNTER NOTIFICATION
To be effective, a Counter Notification must be a written communication provided to PricePatch's Designated Agent that includes substantially the following:
1. physical or electronic signature of the Subscriber;
2. Identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access to it was disabled;
3. A statement, as follows: "I swear under penalty of perjury that it is my good faith belief that the material identified above was removed or disabled as a result of mistake or misidentification of the material to be removed or disabled";
4. The Subscriber's name, address, and telephone number, and a statement that the Subscriber consents to the jurisdiction of Federal District Court for the judicial district in which the Subscriber's address is located, or if the Subscriber's address is outside of the United States, for any judicial district in which PricePatch may be found, and that the Subscriber will accept service of process from the person who provided notification or an agent of such person.
Upon receipt of a Counter Notification containing the information as outlined in 1 through 4 above, the DMCA provides that the removed material will be restored or access re-enabled and PricePatch will comply with this requirement within a reasonable time (or as otherwise required by law), provided PricePatch's Designated Agent has not received notice from the original complaining party that an action has been filed seeking a court order to restrain Subscriber from engaging in infringing activity relating to the material on PricePatch's network or system.

GENERAL
If any provision of these Terms of Use and Privacy Statement or the Member Agreement is held to be invalid, void or unenforceable for any reason, such provision shall be struck and the remaining provisions shall remain enforceable. Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section. Our failure to act with respect to a breach by you or others does not waive our right to act with respect to subsequent or similar breaches. You agree that these Terms of Use and Privacy Statement and the Member Agreement and all agreements and notices incorporated herein may be automatically assigned by PricePatch, in our sole discretion, to a third party. You may not assign your obligations to any other entity.

SITE POLICIES
Please review PricePatch's other policies posted on the Site, which are incorporated herein by reference.

ADDRESS FOR NOTICE
Notices to PricePatch (other than as aforementioned for Digital Millennium Copyright Act infringement notices) can be sent to the following mailing address:

InteliCompany, Inc.
PO Box 10181
Rochester, NY 14610

PRIVACY POLICY
At Intelicompany, Inc. ("PricePatch") we want you to know exactly how and when we collect and use information that can specifically identify you, such as your name, mailing address, phone number, and email address ("personal information").
We do not require that you provide, nor do we collect, any personal information if you are just browsing the Site. We may offer on the Site non-transactional and transaction based services ("Service(s)") in which, subject to applicable terms and availability, you may participate (e.g., submitting product reviews or becoming a Member to buy or sell items through the Storefronts Service). In order to provide you with the Services you request, PricePatch may require that you first provide certain personal information, which we determine is reasonably necessary in order for us to fulfill your request. If you indicate an interest in participating in a Service, we will identify what specific personal information you must provide prior to collecting such information. Any personal information which we collect from you will only be used for the purposes identified in this Privacy Statement, the PricePatch Terms of Use and your applicable Member Agreement with PricePatch, and as may otherwise be indicated at the time the information is collected. To update, modify or delete any personal information you provide to us with respect to a Service you may access your account with PricePatch, make the changes on http://www.pricepatch.com/myaccount.cfm and submit the same to PricePatch.
PricePatch will not disclose your personal information to any third party unless: 1) it is necessary in order to provide you with a particular Service you have requested; 2) it is required of PricePatch in order to comply with a legal process in any applicable jurisdiction (e.g., court order, subpoena, search warrant, law enforcement request); 3) PricePatch determines, in its sole discretion, that disclosure is necessary to protect the rights, property, and safety of PricePatch, its subsidiaries, affiliates, co-brand partners or other parties under contract with PricePatch, our users, or others; or 4) you have provided such data through a partner's private-level shopping web site hosted by PricePatch, in which case PricePatch may provide your personal data to that partner (PricePatch is not responsible for its partners' privacy policies or their use, storage and processing of data collected on their web sites). In addition, PricePatch may transmit information to a merchant, such as an invoice number, which may permit the merchant to deduce the identity of a user/reviewer in the event that a merchant disputes a user review on the grounds that a transaction never took place between the user and the merchant and/or an order was never made by the user in each case for the applicable product(s)/service(s).

In certain instances, PricePatch may request that you provide secondary information (e.g., demographic information), which we may use, for example, to learn more about our customers and to develop and improve our services. Any requests for secondary information will be marked "optional" (or its equivalent). We may compile your personal information with that collected from other customers to create aggregate data. Aggregate data is information about groups of customers and, once compiled, will in no way identify you as an individual. We may disclose aggregate data to our business affiliates, advertisers, and other parties.
The Site contains cookie technology, which collects non-personal information about you which is used to customize the Site for your future use. In conjunction with our in-house advertising, we use third-party advertising companies to place customized advertisements on the pages you view on the Site. Our third-party advertising companies also separately place or recognize a cookie file on your browser in the course of delivering advertisements to the Site. These companies may use non-personal information collected by the cookies about your visits to the Site and other web sites in order to provide you with advertisements about goods and services of interest to you.

The Site contains links to web sites of third parties. PricePatch is not responsible for the actions of these third parties, including their privacy practices and any content posted on their web sites. We encourage you to review their privacy policies to learn more about what, why and how they collect and use personal information. PricePatch adheres to industry recognized standards to secure any personal information in our possession, and to secure it from unauthorized access and tampering. However, as is true with all online actions, it is possible that third parties may unlawfully intercept transmissions of personal information, or other users of the Site may misuse or abuse your personal information that they may collect from the Site.
PricePatch uses third-party advertising companies to serve our ads on the Site. These third-party advertising companies employ cookie and 1x1 pixel .gifs or web beacons to measure and improve the effectiveness of ads for their clients. To do so, these companies may use anonymous information about your visits to our website and other websites, but will not collect any information which can personally identify you or can be linked to you. This information can include: date/time of banner ad shown, the banner ad that was shown, their cookie, and the IP address. This information can also be used for online preference marketing purposes.
If you want to prevent a third-party advertiser from collecting data, currently you may either visit each ad network's web site individually and opt out or visit the NAI gateway opt-out site to opt-out of all network advertising cookies.

This site will also allow you to review the third-party advertising companies' privacy policies.

Copyrights and Trademarks
Content, graphics, format, design, the user interface and other copyrighted material on the Site (collectively, "materials") are protected by copyright law and other intellectual property laws, and are owned by PricePatch and/or its licensors (as the case may be). The materials from the Site are only available for informational and non-commercial offline use, provided that: the materials are not modified in any way; all copyright and other proprietary notices and markings are retained and reproduced in their entirety on any copy made from any material on the Site; and PricePatch has, in its sole discretion, given its prior written approval to such use of the Site's materials. Any requests to re-use the Site's materials should be sent to: info@PricePatch.com.
InteliCompany, PricePatch.com are registered trademarks of InteliCompany, and the PricePatch.com logo is a trademark of PricePatch. Any other product names, marks, symbols, trade names, company names and/or logos which appear within the Site are the property of their respective owners and appear through the courtesy of, and/or a license from, such owners. Such marks, in addition to the PricePatch trademarks, are protected by US law, including its laws on trademark and unfair competition, and may also be protected by the laws in other countries.

Copyright © 2007-2008 InteliCompany, Inc.. All rights reserved.