Terms Of Use

 

Neighborhood Shopping Guide Terms of Use

Welcome to the Neighborhood Shopping Guide Site. In order to use our Site (as defined below), you must agree to our Terms of Use –The Terms of Use are our “rules of the road” – they are important and contain many legal disclosures that you should read carefully – including terms of sale that apply when you buy something through the Site and terms specifying permissible uses of the Site. If you have any questions about these Terms of Use, contact us here.

These Terms of Use were last updated on Nov. 12,  2013

These Terms of Use are organized as follows:

  1. Permitted Uses
  2. Access to the Site
  3. Transmission of Information
  4. Your Conduct on our Site
  5. Creating an Account on our site
  6. Terms of Sale
  7. Neighborhood Shopping Guide Reserve
  8. Neighborhood Shopping Guide Greenbacks
  9. Modification of this Agreement
  10. Ownership of the Site
  11. Copyright and Trademarks
  12. End User Communications
  13. Copyright Policy and Digital Millennium Copyright Act (DMCA) Procedures
  14. Unsolicited Ideas
  15. Disclaimer of Warranty
  16. Limitation of Liability
  17. Arbitration
  18. Websites of Others
  19. Indemnification/Release
  20. Termination
  21. Choice of Law
  22. License to Sell Travel Services
  23. Additional Disclosures

ACCEPTANCE OF TERMS OF USE

Neighborhood Shopping Guide, (“Neighborhood Shopping Guide” or “us” or “our”) operates this website, www.NeighborhoodShoppingGuide.com, the mobile and touch versions and any individual sites or merchant-specific, city-specific, or other area-specific sites we have now or in the future. The website and links contained within or otherwise available through external hyperlinks within our Site (the “Microsites”) will be collectively referred to as the “Site” in these Terms of Use. By using our Site and Neighborhood Shopping Guide's services through the Site, you (“you” or, “End User”) agree to these Terms of Use, our Privacy Statement, and any additional terms applicable to certain programs in which you may elect to participate or with respect to any Microsite, as any of the same may exist from time to time (collectively, the “Terms of Use” or “Agreement”). The term "using" includes any person or entity who accesses or uses the site with crawlers, robots, browsers, data mining, or extraction tools, or other functionality, whether such functionality is installed or placed by such person or entity or a third party. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, IMMEDIATELY STOP ACCESSING THE SITE AND DO NOT USE ANY NEIGHBORHOOD SHOPPING GUIDE SERVICE OR PURCHASE ANY PRODUCT OFFERED THROUGH THE SITE.

1. Permitted Uses

The Site provides an interactive online service operated by Neighborhood Shopping Guide, consisting primarily of: (i) promotion and marketing services on behalf of certain merchants (“Merchants”) making vouchers for Merchant goods and services (“vouchers”) available to its users; and (ii) direct sales of products to End Users. Vouchers may be purchased by Neighborhood Shopping Guide account holders and exchanged for goods and services from the issuing Merchants or other parties identified in the terms of the offer and subject to the Terms of Sale set forth below. As a condition of your use of this Site, you agree that:

  • You are an individual person at least 18 years of age;
  • You are able to create a binding legal obligation;
  • You are not barred from receiving products or services under US law;
  • Your use of this Site will at all times comply with the terms of this Agreement;
  • If you elect to create an account:
    • You may create only one account for your personal use;
    • You may only make legitimate purchases that comply with the letter and spirit of the terms of the respective offers;
    • You may only make purchases on the Site for your own use and enjoyment, or, when offered, as a gift for another;
    • You must safeguard your password and supervise the use of your account, and you understand and agree that you are responsible for your own use and the use of your account by anyone you allow to access it; and
    • You are responsible for updating and correcting information you have submitted to the Site.
  • You have the right to provide any and all information you submit to the Site, the information is only about yourself, and all such information is accurate, true, current and complete.

2. Access to the Site

Neighborhood Shopping Guide retains the right at our sole discretion to deny service, or access to the Site or an account to anyone, at any time and for any reason. You acknowledge that there may be interruptions in service or events that are beyond our control. While we use reasonable efforts to keep the Site accessible, the Site may be unavailable from time to time for any reason including, without limitation, routine maintenance. You understand and acknowledge that due to circumstances both within and outside of our control Site access may be interrupted, suspended or terminated.

3. Transmission of Information

Because we do not control the security of the Internet or other networks you use to access the Site or communicate with us, we can’t be, and are not responsible for, the security of information that you choose to communicate with Neighborhood Shopping Guide and the Site while it is being transmitted. In addition, Neighborhood Shopping Guide is not responsible for any data lost during transmission.

4. Your Conduct on our Site

Our Site is private property. All interactions on this Site must be lawful and must comply with these Terms of Use. To the extent your conduct (as judged by us in our sole discretion), restricts or inhibits any other user from using or enjoying any part of this Site, we may limit your privileges on the Site and seek other remedies. PLEASE DO NOT ENGAGE IN ANY OF THE FOLLOWING ACTIVITIES, they are prohibited on the Site and constitute express violations of this Agreement:

  • Submitting any purposely inaccurate information, committing fraud or falsifying information in connection with your Neighborhood Shopping Guide account or in order to create multiple Neighborhood Shopping Guide accounts;
  • Attempting to access, or actually accessing, data not intended for you, such as logging into a server or an account which you are not authorized to access;
  • Attempting to scan, or test the security or configuration of the Site or to breach security or authentication measures;
  • Tampering or interfering with the proper functioning of any part, page or area of the Site or any functions or services provided by Neighborhood Shopping Guide;
  • Attempting to interfere with service to any user in any manner, including, without limitation, by means of submitting a virus to our Site, or attempts at overloading, “flooding”, “spamming”, “mail bombing” or “crashing” the Site;
  • Using frames, framing techniques or framing technology to enclose any content included on the Site without our express written permission;
  • Using any Site content in any meta tags or any other “hidden text” techniques or technologies without our express written permission;
  • Using the Site or any of its contents to advertise or solicit, for any other commercial, political or religious purpose, or to compete, directly or indirectly with Neighborhood Shopping Guide;
  • Reselling or repurposing your access to the Site or any purchases made through the Site;
  • Using the Site or any of its resources to solicit Site End Users, Merchants or other business partners of Neighborhood Shopping Guide to become users or partners of other online or offline services directly or indirectly competitive or potentially competitive with Neighborhood Shopping Guide, including without limitation, aggregating current or previously offered deals;
  • Collecting content from the Site, including but not limited to current or previously offered deals, and featuring such content to consumers in any manner that diverts traffic from the Site without our express written permission;
  • Collecting the Personal Information, Statements, data or content of any Site End Users or Merchants;
  • Using any End User or Merchant information from the Site for any commercial purpose, including, but not limited to, marketing;
  • Exceeding or attempting to exceed quantity limits when purchasing vouchers or products, or otherwise using any Neighborhood Shopping Guide account to purchase vouchers or products for resale, or for speculative, false, fraudulent or any other purpose not expressly permitted by this Agreement and the terms of a specific offer on the Site;
  • Accessing, monitoring or copying any content or information from this Site using any “robot,” “spider,” “scraper” or other automated means or any manual process for any purpose without our express written permission;
  • Violating the restrictions in any robot exclusion headers on this Site or bypassing or circumventing other measures employed to prevent or limit access to this Site;
  • Taking any action that places excessive demand on our services, or imposes, or may impose an unreasonable or disproportionately large load on our servers or other portion of our infrastructure (as determined in our sole discretion);
  • Aggregating any live or post-feature content or other information from the Site (whether using links or other technical means or physical records associated with purchases made through this Site) with material from other sites or on a secondary site without our express written permission;
  • Deep-linking to any portion of this Site (including, without limitation, the purchase path for any voucher) without our express written permission;
  • Acting illegally or maliciously against the business interests or reputation of Neighborhood Shopping Guide, our Merchants or our services; or
  • Hyperlinking to the Site from any other website without our initial and ongoing consent.

5. Creating an Account on our Site

If you create an account on our Site, you may only create and hold one account that you are solely responsible for managing. Your account is non-transferrable and may not be sold, combined or otherwise shared with any other person. If you violate any of these limitations we may terminate your account and, without limitation, you may forfeit any pending, current or future promotional account credits and any unredeemed vouchers in your account. If we terminate your account, you may not re-enroll or join under a new account unless we formally invite you. If you commit fraud or falsify information in connection with your use of the Site or in connection with your Neighborhood Shopping Guide account, your account will be terminated immediately and we reserve the right to hold you liable for any and all damages that we suffer, to pursue legal action through relevant local and national law enforcement authorities and to notify your Internet Service Provider of any fraudulent activity we associate with you or your use of the Site.

6. Terms of Sale

Vouchers that you purchase through our Site as a Neighborhood Shopping Guide account holder are special promotional offers that you purchase from participating Merchants through our service. The vouchers are redeemable for certain goods, services or experiences offered by, or facilitated through, the Merchant identified on the voucher. The Merchant is solely responsible for redeeming the voucher. The Merchant is the issuer of the voucher and is fully responsible for all goods and services it provides to you and for any and all injuries, illnesses, damages, claims, liabilities and costs (“Liabilities”) it may cause you to suffer, directly or indirectly, in full or in part, whether related to the use or redemption of a voucher or not. You waive and release Neighborhood Shopping Guide and its subsidiaries, affiliates, partners, officers, directors, employees and agents from any Liabilities arising from or related to any act or omission of a Merchant in connection with your use of a voucher or the goods or services it provides in connection with the voucher.

Descriptions of the products or services advertised on the Site are provided by the Merchant or other referenced third-parties. Neighborhood Shopping Guide is not responsible for any performance or quality claims associated with product or service descriptions.

Merchants may advertise services on the Site that may require an up-to-date regulatory authorization, license, or certification. Neighborhood Shopping Guide does not verify, validate, or collect evidence of any regulatory authorization, license or certification from any Merchant (including Health & Fitness and Beauty & Spa Merchants). You should make whatever investigation or other resources that you deem necessary or appropriate before purchasing any Merchant’s promotional offers to determine if a Merchant is qualified to perform the advertised service. Merchant is solely responsible for the care and quality of goods and services being provided.

Neighborhood Shopping Guide is not a health or wellness provider and does not, will not and cannot refer, recommend or endorse any specific professional, services, products, or procedures to You that are advertised on the Site. The Site is not intended to be a substitute for professional advice, including medical and health advice, diagnosis, or treatment. Always seek the advice of Your physician or other qualified health provider with any questions You may have regarding a health condition. Never neglect to seek out, delay or disregard professional advice relating to your health because of something You have read on the Site.

Products that you purchase through our Site are subject to the special terms below.

By purchasing any voucher or product via the Site, you agree to the terms of this Agreement and these Terms of Sale. Any attempt to redeem a voucher in violation of these Terms of Use will render the voucher void. By purchasing, viewing a mobile version, printing, accepting, using or attempting to use any voucher, you agree specifically to these Terms of Sale, the terms on the voucher, and any additional, deal specific terms advertising the voucher at the time of purchase (collectively, the “fine print” regardless of how labeled). These rules apply to all promotional vouchers that we make available, unless a particular voucher’s fine print states otherwise, and except as otherwise required by law. In the event of a conflict between these rules and a voucher’s fine print, the voucher’s fine print will control.

Neighborhood Shopping Guide may, in its sole discretion, verify a user’s identity prior to processing a purchase. Neighborhood Shopping Guide may also refuse to process, or may cancel, a purchase, as reasonably deemed necessary to comply with applicable law or to respond to cases of misrepresentation, fraud or known or potential violations of the law or these Terms of Use. Refunds for cancelled orders may be issued where appropriate.

If an offer becomes unavailable between ordering and processing, Neighborhood Shopping Guide will either cancel or not process the order and will notify you by email.

Neighborhood Shopping Guide does not guarantee that it offers best available rates or prices and does not guarantee against pricing errors. Neighborhood Shopping Guide reserves the right, at its sole discretion, to not process or to cancel any orders placed for a product or service whose price was incorrectly posted on the Site as a result of an error. If this occurs, Neighborhood Shopping Guide will notify you by email. In addition, Neighborhood Shopping Guide reserves the right, at its sole discretion, to correct any error in the stated full retail price.

Neighborhood Shopping Guide is a service provider for the Merchant identified on the voucher and the Merchant is the sole issuer of the voucher. Vouchers have two separate values: (a) the “amount paid” and (b) the promotional value. The “promotional value” is the additional value beyond the amount paid. For example, if you pay $20 for a voucher that entitles you to $50 of goods or services from a Merchant, the amount paid is $20 (this amount does not expire until it is used or is refunded), and the promotional value is $30 (this amount expires on the date stated on the voucher unless expiration of the promotional value is prohibited by law). The Merchant is responsible for permitting you to redeem the voucher for at least the amount paid, even after the promotional value has expired.

If a Merchant or venue refuses to honor any voucher, Neighborhood Shopping Guide will refund the amount paid upon request in the original form of payment, or will credit the Neighborhood Shopping Guide account of the purchaser with an equivalent number of Neighborhood Shopping Guide “Greenbacks” for future purchases on the Site. Need a refund or have a question? Contact us here or call 1 (877) 788-7858 (Monday through Friday, 9-5 central time). Vouchers are not redeemable for cash, unless required by law. Unauthorized or unlawful reproduction, resale, modification or trade of vouchers is prohibited. All descriptions, content, Products, and prices of Products and services on the Site may change at any time in Neighborhood Shopping Guide’s discretion, without notice.

  • Additional terms applicable to traditional Neighborhood Shopping Guide vouchers. A “traditional Neighborhood Shopping Guide voucher” is any promotional voucher other than a ticket or a voucher redeemable for ticketed events (e.g., Neighborhood Shopping GuideLive and other ticketed event vouchers). The promotional value of a traditional Neighborhood Shopping Guide voucher will EXPIRE on the date specified on the face of the voucher, unless prohibited by law. The amount paid WILL NEVER EXPIRE. The promotional value of a traditional Neighborhood Shopping Guide voucher may not be combined with other offers and no portion of its value is intended to cover tax or gratuity. Traditional Neighborhood Shopping Guide vouchers are not reloadable, meaning that the amount paid of the voucher cannot be increased, and are fully transferrable.
  • Certain Neighborhood Shopping Guide offers, designated with a Timer icon on the Site can only be redeemed for the full value between the hours specified on the Site. The promotional value of these vouchers will EXPIRE on the date and time specified on the voucher. The voucher may still be redeemed for the amount paid outside the specified dates and times. The promotional value of this type of voucher may not be combined with other offers and no portion of its value is intended to cover tax or gratuity. These types of vouchers are not reloadable and are fully transferrable.
  • Special terms for MyGetAway or Home Shop Guide vouchers redeemable for tickets to live events.
    • Tickets and Vouchers. Some vouchers are Neighborhood Shopping Guide-brand tickets or Neighborhood Shopping Guide vouchers redeemable for a ticket for admission to a specific ticketed event at a named venue, sometimes branded as “MyGetAway™”. MyGetAway Tickets and vouchers have no value once the event date and time has passed. MyGetAway Tickets and vouchers are refundable to the purchaser in the original form of payment ONLY: (i) upon request until midnight on the day of purchase, (ii) automatically if the event is canceled and not rescheduled, and (iii) upon request if the event is rescheduled. MyGetAway Tickets and vouchers are sold inclusive of all taxes and additional fees unless otherwise noted and may not be combined with other offers. MyGetAway Tickets and vouchers do not include any applicable gratuity. Unless a specific exception is made, MyGetAway Tickets and vouchers are not eligible for upgrades and are not transferable. Certain resale premiums and restrictions may apply. A MyGetAway Ticket or voucher obtained from unauthorized sources may be lost, stolen or counterfeit, and if so is void.
    • Venues and Events. Opening acts, as well as individual performers, are subject to change or cancellation at any time without notice or recourse by you. Venues may search you as a condition of admission, ban or restrict certain items from being brought to the event and impose other rules on ticket-holders. You agree to all such rules and conditions and waive any related claims that may arise in conjunction with their imposition or execution. A ticket is a revocable license and admission may be refused for violation of the venue’s rules without refund, or for any or no reason upon refunding the amount paid. You voluntarily assume all risks and danger incidental to the event for which the MyGetAway Ticket or voucher is issued, whether occurring before, during or after the event, and you waive any claims for personal injury or death against Neighborhood Shopping Guide, the venue, the issuer of the tickets and all of their respective affiliates, agents, officers, directors, owners and employees on behalf of yourself and any accompanying minor. You agree not to record or transmit, or aid in recording or transmitting, any description, account, picture, or reproduction of any event for which you purchase a MyGetAway Ticket or voucher. You agree that the event for which you purchase an MyGetAway Ticket or voucher is a public event, that your appearance and actions inside and outside the venue where the event occurs are public in nature, and that you have no expectation of privacy with regard to your actions or conduct at the event.
  • Additional terms for Neighborhood Shopping Guide Local Products ("Local Pick-up" and "Local Shipping"). For some deals, Neighborhood Shopping Guide will provide you with two options for receipt of your goods: Local Pick-up and Local Shipping. Options may vary based on a specific deal. The local merchant selling these goods retains all legal title for the goods sold. All deals are subject to the local merchant’s related terms and conditions, including the applicable return policy. Taxes and fees are included in the purchase price.
    • Local Pick-up. When you opt to purchase a voucher with Local Pick-up you agree to pick-up the good at the local store listed on the voucher and deal page. Information about store hours, locations, and contact information is available on the voucher. A voucher for Local Pick-up is different than a traditional Neighborhood Shopping Guide voucher, a ticket, or a voucher redeemable for a ticketed event, in each case, a voucher that is redeemable for a specific Good or Service. Local Pick-up vouchers are redeemable at the physical store location for in store pick-up as identified on the Local Pick-up voucher and expire on a date certain when the goods are no longer available for pick-up. Neighborhood Shopping Guide will automatically refund you if you are unable to redeem your voucher before the expiration date.
    • Local Shipping. When you purchase a deal with Local Shipping you agree to receive goods by shipment to the address you provide. Following your purchase, no further action is required. The local merchant selling the goods will ship the goods directly to you.

.

  • Special terms for Neighborhood Shopping Guide Goods products.
    • Orders.
      • When you purchase an item sold by Neighborhood Shopping Guide Goods, Inc. (“Neighborhood Shopping Guide Goods”), clicking the “Buy” button constitutes an offer to buy the products. Your purchase is not complete until we email you to confirm the transaction. We reserve the right to reject your offer and not conclude a contract with you.
      • If you wish to cancel your order before delivery or change the quantity of items purchased or the delivery address, please contact us within 2 hours of your purchase. Once that window closes, we cannot make changes to your order, although you are still eligible to make returns as outlined in these Terms of Sale, the Neighborhood Shopping Guide Goods Return Policy.
    • Shipping and Delivery.
      • Shipment and tracking options and applicable charges will be stated in the fine print and will vary by offer. Shipment may be limited to specific geographic locations.
      • Shipping and delivery estimates are only estimates; they are not guaranteed delivery times and should not be relied upon as such.
      • We may have to cancel an order before your products are delivered; if this happens, we will promptly contact you at the email address that is registered with your account.
    • Returns.
      • Most items sold by Neighborhood Shopping Guide Goods may be returned to us, subject to the Neighborhood Shopping Guide Goods Return Policy, but certain items are final sale and may not be returned unless defective, as set forth in the Return Policy and the offer’s fine print.
      • Neighborhood Shopping Guide Goods takes legal title to returned items only after the items arrive at the designated returns destination. Neighborhood Shopping Guide Goods reserves the right, but has no obligation, to issue a refund without requiring a return. In this situation, Neighborhood Shopping Guide Goods does not take title to the returned Goods.
      • For purchases that qualify for a refund, Neighborhood Shopping Guide Goods will issue a refund within 14 days after processing of a properly returned shipment. If stated, applicable shipping charges and restocking fees may be deducted from your refund.
      • We reserve the right to refuse to issue a refund and to recover the cost of the return delivery from you in the event that any items you return: (i) are not eligible for return, in accordance with the Neighborhood Shopping Guide Goods Return Policy or the offer’s fine print, or (ii) are found to have suffered damage after delivery to you or have been misused or used other than in accordance with the product directions or instructions.
    • Pricing.
      • Items sold by Neighborhood Shopping Guide Goods and shipped within the U.S. are subject to applicable sales taxes, which will be added at checkout.
      • Advertised prices may include shipping and delivery charges. If delivery charges are not included in the advertised price, such costs will be disclosed in the fine print and added at checkout.
      • Advertised “list prices” may be based on a survey of other online merchants, tied to a particular merchant’s current or former price or suggested by either the manufacturer or our supplier; they are not necessarily representative of current prices of other online merchants or the prevailing retail price in every area.
      • Occasionally there may be an error or omission related to the pricing or description of advertised products. We will use reasonable efforts to correct any errors or omissions as soon as practicable after learning of them. We reserve the right to change, modify, substitute, suspend or remove without notice any information related to items for sale. If we made an error or omission and you have already purchased a product: (i) if the actual price of the product is less than the stated price at the time of purchase, we will charge you the lower price; or (ii) if the actual price of the product is higher than the stated price, we will contact you and allow you the option to pay the correct (higher) price or cancel your order and receive a refund.
    • Warranties and Other Information.
      • All products are sold AS IS. See the Disclaimer of Warranty section below.
      • We are not the manufacturer of the products sold on the Site. To inquire about a manufacturer's warranty, please contact the manufacturer directly.
      • While we work to ensure that the product information on the Site is correct, we cannot guarantee that product descriptions are accurate or complete. All information is provided for informational purposes only and we encourage you to read all information presented on labels, warnings and directions which accompany the items before use.
      • We have taken reasonable steps to display as accurately as possible the colors and other details of products we sell. However, the colors and details you see on the Site will depend on the equipment you use to view the Site. We cannot guarantee that the display of any color or other details on your television, mobile device, computer or other device will exactly reflect the color or details of the actual items.
      • For healthcare products, in the event of any safety concerns or for any other information about a product, we recommend you carefully read the information provided with the product or contact the manufacturer. Content on the Site is not intended to substitute for advice given by a medical practitioner, pharmacist or other licensed healthcare professional. Please contact your healthcare provider immediately if you suspect that you have a medical problem. Information and statements about products are not intended to be used to diagnose, treat, cure or prevent any disease or health condition. We accept no liability for inaccuracies or misstatements about products by manufacturers or other third parties. This does not affect your statutory rights.

8. Neighborhood Shopping Guide Greenbacks

Neighborhood Shopping Guide are a form of Site credit redeemable only toward future Neighborhood Shopping Guide purchases, Neighborhood Shopping Guide reserves the right to discontinue Neighborhood Shopping Guide Greenbacks and may modify these terms at any time. To accumulate and redeem Neighborhood Shopping Guide Greenbacks, you must create and maintain in good standing a Neighborhood Shopping Guide customer account registered with a valid credit card. Unless required by law, Neighborhood Shopping Guide Greenbacks are non-transferrable and are not redeemable for cash.

You can earn Neighborhood Shopping Guide Greenbacks by participating in various promotional activities and responding to certain offers (“Promotional Activity”). In order to earn Neighborhood Shopping Guide Greenbacks indicated in the Promotional Activity materials, you must comply with the terms of the applicable Promotional Activity. Neighborhood Shopping Guide may also credit Neighborhood Shopping Guide Greenbacks to your account for returns or refunded purchases, or for other reasons within our discretion. Neighborhood Shopping Guide Greenbacks may also be purchased in various increments on Neighborhood Shopping Guide gift cards or promotional codes. Neighborhood Shopping Guide gift cards and promotional codes are governed by the terms and conditions disclosed on or distributed with the specific gift card or promotional code. Neighborhood Shopping Guide Greenbacks, including those issued as part of a Promotional Activity, will expire one-year after the issue date, unless otherwise noted at time of issuance. Notwithstanding the foregoing, Neighborhood Shopping Guide Greenbacks received as a refund of the original purchase amount do not expire.

You are responsible for ensuring that Neighborhood Shopping Guide Greenbacks you earn or are awarded as credits are added to your Neighborhood Shopping Guide account. Neighborhood Shopping Guide Greenbacks may not appear in your account for up to ten business days if a Promotional Activity must be validated. Neighborhood Shopping Guide Greenbacks in your account will automatically be the first form of credit to be applied toward future Neighborhood Shopping Guide purchases.

Your Neighborhood Shopping Guide Greenbacks cannot be resold. Your Neighborhood Shopping Guide Greenbacks cannot be combined or merged with Neighborhood Shopping Guide Greenbacks in any other account registered to you or another End User. Access to Neighborhood Shopping Guide Greenbacks or related account information may not be sold or distributed to others. You may not use any other End User’s password or account to accrue Neighborhood Shopping Guide Greenbacks for that account. Unauthorized or fraudulent use, resale, or distribution of Neighborhood Shopping Guide Greenbacks is prohibited. Neighborhood Shopping Guide reserves the right to cancel, revoke, or otherwise prevent the issuance of Neighborhood Shopping Guide Greenbacks in cases of mistake and in any suspected case of unauthorized or fraudulent use.

9. Modification of this Agreement

We reserve the right at all times to discontinue or modify any part of this Agreement as we deem necessary or desirable. If we make changes that materially affect your use of the Site or our services we will notify you by sending you an email to the email address that is registered with your account and/or by posting notice of the change on the Site. If you have an account on the Site, any changes to these Terms of Use will be effective upon the earlier of our dispatch of an email notice to you or our posting of notice of the changes on our Site, provided that, these changes will not apply to vouchers purchased prior to the effective date of such changes. These changes will be effective immediately for new and existing users of our Site and for all vouchers purchased after the effective date of the change. We suggest that you revisit our Terms of Use from time to time to ensure that you stay informed of any such notifications of changes to the Site. Your use of the Site after we update these Terms of Use will constitute acceptance of the modified Terms of Use.

We also reserve the right to change or discontinue any aspect or feature of our services or the Site including, but not limited to, requirements for access or use.

10. Ownership of the Site.

The content and information on the Site as well as the infrastructure used to provide both, is proprietary to us, our users, Merchants and other partners. Neighborhood Shopping Guide grants you a limited, personal, nontransferable, nonexclusive, revocable license to access and use the Site and any Microsite pursuant to this Agreement and to any additional terms and policies set forth by Neighborhood Shopping Guide. You agree not to reproduce, distribute, create derivative works from, publicly display, publicly perform, license, sell or re-sell any data, content, information, software, products or services obtained from or through the Site or any Microsite without the express permission of Neighborhood Shopping Guide. In addition, you may not make any use that exceeds or violates these Terms of Use.

11. Copyright and Trademarks.

This Site and any Microsite contains copyrighted material, trademarks and other proprietary information, including, but not limited to, text, software, photos, video, graphics, music and sound, and the entire contents of the Site are protected by copyright, trademark, and other intellectual property laws of the United States. Neighborhood Shopping Guide owns a copyright in the selection, coordination, arrangement and enhancement of such content, as well as in the content original to it. You may not modify, distribute, publish, transmit, publicly display, publicly perform, participate in the transfer or sale, create derivative works, or in any way exploit any of the content, in whole or in part. Except as otherwise expressly stated under copyright law, no copying, redistribution, retransmission, publication or commercial exploitation of downloaded material without the express permission of Neighborhood Shopping Guide or the copyright owner is permitted. If copying, redistribution or publication of copyrighted material is permitted, you will make independent attribution and/or make no changes in or deletion of any author attribution, trademark legend or copyright notice. You acknowledge that you do not acquire any ownership rights by downloading copyrighted material. Any violation of these restrictions may result in a copyright, trademark or other intellectual property right infringement that may subject you to civil and/or criminal penalties.

You will not upload, post or otherwise make available on this Site any material protected by copyright, trademark or other proprietary right without the express permission of the owner of the copyright, trademark or other proprietary right. Neighborhood Shopping Guide does not have any express burden or responsibility to provide you with indications, markings or anything else that may aid you in determining whether the material in question is copyrighted or trademarked. You will be solely liable for any damage resulting from any infringement of copyrights, trademarks, proprietary rights or any other harm resulting from such a submission.

"Neighborhood Shopping Guide", the Neighborhood Shopping Guide logos, and variations thereof found on the Site are trademarks owned by Neighborhood Shopping Guide and all use of these marks inures to the benefit of Neighborhood Shopping Guide. Other marks on the site not owned by Neighborhood Shopping Guide may be under license from the trademark owner thereof, in which case such license is for the exclusive benefit and use of Neighborhood Shopping Guide unless otherwise stated, or may be the property of their respective owners. You may not use Neighborhood Shopping Guide's name, logos, trademarks, or brands without Neighborhood Shopping Guide's express permission.

12. End User Communications.

Neighborhood Shopping Guide in some instances allows you and other End Users to use the Site to submit or post reviews, opinions, advice, ratings, discussions, comments, messages, and other communications, as well as files, images, photographs, video, sound recordings, musical works, and other materials and content (collectively, "Statements") through forums, bulletin boards, discussion groups, chat rooms, blogs, or other communication facilities that may be offered on or through the Site from time to time (collectively, “Communities”). In most instances, you will be required to have a Neighborhood Shopping Guide user account in order to make Statements.

In contributing any Statements, you represent and warrant (a) you have created your Statements, or, (b) if you are acting on behalf of the creator, that you have express, advance authority from the creator to submit or post the Statements, and that you have all rights necessary to grant the licenses and grants in this Agreement. You further represent and warrant (or, if you are acting on behalf of the creator of the Statements, you have been assured that the creator represents and warrants) that the sharing of Statements for the purposes you have selected will not violate or infringe any copyrights, trademarks, or any other intellectual property rights or rights of third parties, including the rights of publicity or privacy. You represent and warrant that you will not upload, post, transmit or otherwise make available Statements if they are unlawful, harmful, tortious, threatening, abusive, harassing, hateful, racist, infringing, pornographic, obscene, violent, misleading, defamatory or libelous, invasive of the privacy of another person, or violate any third party rights; or if they contain any material that harbors software viruses, or any other computer codes, files or programs designed to interrupt, destroy or limit the functionality of any software or computer equipment.

Neighborhood Shopping Guide shall have the sole and absolute right, but not the obligation, to review, edit, post, refuse to post, remove, monitor, and disclose to any third party the Statements and content within the Communities, and the circumstances surrounding its transmission, at any time, for any reason, including to determine compliance with this Agreement and any operating rules established by Neighborhood Shopping Guide, as well as to satisfy any applicable law, regulation or authorized government request. Without limiting the foregoing, Neighborhood Shopping Guide shall have the right, but not the obligation, to remove any material from the Communities that Neighborhood Shopping Guide, in its sole and absolute discretion, finds to be in violation of this Agreement or otherwise objectionable. Neighborhood Shopping Guide assumes no liability for any Statements or other information removed from the Communities. Neighborhood Shopping Guide is under no obligation to use your Statements and may not use or post them at all.

In some instances and from time to time, you may modify or remove the Statements you submit or post in Communities through your user account. Neighborhood Shopping Guide makes no representations or warranties that the Statements you modify or remove will be modified or removed in the Communities, or that the Statements will cease to appear on the Internet, in search engines, or in any other form, media or technology.

Public Nature of Your Statements.

  • You understand and agree that all Statements are public and not private. Any and all Statements you post to the Site are not confidential. Any other person (whether or not a user of Neighborhood Shopping Guide’s services) may read your Statements without your knowledge. Please do not include any Personal Information (as defined in our Privacy Statement) in your Statements that you do not wish to be publicly disclosed. Neighborhood Shopping Guide is not responsible for the use or disclosure of any Personal Information that you voluntarily disclose in connection with the Statements.
  • Some Statements you make to Communities will give you the option to list your Personal Information, or portion of your Personal Information, including your name, initials, username, social networking website user account name, image, likeness, voice, and location, in connection with your Statements. You grant Neighborhood Shopping Guide a royalty-free, perpetual, irrevocable, sublicensable, fully paid-up, non-exclusive, transferrable, worldwide, right to use, display, distribute, offer to sell and sell the Personal Information you list in connection with your Statements, whether the Statements appear alone or as part of other works, and in any form, media, or technology, whether now known or hereinafter developed, and to sublicense such rights through multiple tiers of sublicensees, all without compensation to you. Neighborhood Shopping Guide shall have no obligation to use your Personal Information in connection with any Statements you submit or post, and may not do so at all.
  • Any Statements of any kind made by you or any other End Users to the Communities are those of the respective author(s) or distributor(s) and not of Neighborhood Shopping Guide. Other End Users may post Statements that are inaccurate, misleading, or deceptive. Neighborhood Shopping Guide does not endorse and is not responsible for any Statements made by End Users, and will not be liable for any loss or damage caused by your reliance on such Statements. The Statements expressed by other End Users reflect the opinions of the End Users who submitted them and may not reflect the opinion of Neighborhood Shopping Guide. Neighborhood Shopping Guide does not control or endorse any Statements found in any part of the Communities, and Neighborhood Shopping Guide specifically disclaims any liability concerning the Statements and the Communities and any actions resulting from your participation in any part of the Communities, including any objectionable content.

License Grant.

  • As between you and Neighborhood Shopping Guide, you shall retain all of your ownership rights in and to the Statements you submit or post. However, by contributing Statements or other information on or through the Communities, you grant Neighborhood Shopping Guide a royalty-free, perpetual, irrevocable, sublicensable, fully paid-up, non-exclusive, transferrable, worldwide right and license to use, reproduce, create derivative works from, publish, edit, translate, distribute, perform, display, transmit, offer for sale and sell the Statements alone or as part of other works in any form, media, or technology whether now known or hereafter developed, and to sublicense such rights through multiple tiers of sublicensees, and without compensation to you. You waive any "moral rights" or other rights with respect to attribution of authorship or integrity of materials regarding the Statements that you may have under any applicable law under any legal theory. Your license of any Statements or information submitted above extends to use for promotions, advertising, market research or any other lawful purpose, without limitation.

13. Copyright Policy and Digital Millennium Copyright Act (DMCA) Procedures.

Neighborhood Shopping Guide reserves the right to terminate the right to use the Site by an End User who infringes the copyrights of another.

If you believe that any material has been posted via the Site by an End User in a way that constitutes copyright infringement, and you would like to bring this material to Neighborhood Shopping Guide's attention, you must provide Neighborhood Shopping Guide's DMCA Agent with the following information: (a) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyrighted work; (b) an identification of the copyrighted work and the location on the Site of the allegedly infringing work; (c) a written statement that you have a good faith belief that the disputed use is not authorized by the owner, its agent, or the law; (d) your name and contact information, including telephone number and e-mail address; and (e) a statement by you that the above information in your notice is accurate and, under penalty of perjury, that you are the copyright owner or authorized to act on the copyright owner’s behalf.

The contact information for Neighborhood Shopping Guide’s DMCA Agent for notice of claims of copyright infringement is:

  • Neighborhood Shopping Guide, Inc. PO BOX __________________________________
  • dmca@Neighborhood Shopping Guide.com

13. Unsolicited Ideas

We do not accept or consider, directly or through any Neighborhood Shopping Guide employee or agent, unsolicited ideas of any kind, including without limitation, ideas or suggestions relating to new or improved products, enhancements, names or technologies, advertising and marketing campaigns, plans or other promotions. Do not send us (or any of our employees) any unsolicited ideas, suggestions, material, images or other work in any form (“unsolicited materials”). If you send us unsolicited materials, you understand and agree that the following terms will apply, notwithstanding any cover letter or other terms that accompany them:

  • Neighborhood Shopping Guide has no obligation to review any unsolicited materials, nor to keep any unsolicited materials confidential; and
  • Neighborhood Shopping Guide will own, and may use and redistribute unsolicited materials for any purpose, without restriction and free of any obligation to acknowledge or compensate you.

14. Disclaimer of Warranty.

YOU EXPRESSLY AGREE THAT USE OF THIS SITE IS AT YOUR SOLE RISK. NEITHER NEIGHBORHOOD SHOPPING GUIDE, ITS SUBSIDIARIES AFFILIATES NOR ANY OF THEIR RESPECTIVE EMPLOYEES, AGENTS, MERCHANTS, THIRD-PARTY CONTENT PROVIDERS OR LICENSORS, OR ANY OF THEIR OFFICERS, DIRECTORS, EMPLOYEES OR AGENTS, WARRANT THAT USE OF THE SITE WILL BE UNINTERRUPTED OR ERROR FREE; NOR DO THEY MAKE ANY WARRANTY AS TO (I) THE RESULTS THAT MAY BE OBTAINED FROM USE OF THIS SITE, OR (II) THE ACCURACY, COMPLETENESS, RELIABILITY OR CONTENT OF ANY INFORMATION (INCLUDING, BUT NOT LIMITED TO, PRODUCT DESCRIPTIONS), SERVICES, PRODUCTS, VOUCHERS, OR STATEMENTS (AS DEFINED ABOVE) PROVIDED THROUGH THIS SITE. THE SITE AND ALL CONTENT, STATEMENTS AND OTHER INFORMATION CONTAINED ON THE SITE, AND PRODUCTS AND SERVICES ACCESSIBLE OR AVAILABLE THROUGH THE SITE ARE MADE ACCESSIBLE OR AVAILABLE ON AN “AS IS” AND “AS AVAILABLE” BASIS. NEIGHBORHOOD SHOPPING GUIDE HEREBY DISCLAIMS ANY AND ALL REPRESENTATIONS, WARRANTIES AND CONDITIONS, WHETHER EXPRESS OR IMPLIED, AS TO THE OPERATION OF THE SITE OR THE CONTENT, STATEMENTS OR OTHER INFORMATION CONTAINED ON THE SITE, OR THE PRODUCTS OR SERVICES ACCESSIBLE OR AVAILABLE THROUGH THE SITE, INCLUDING, BUT NOT LIMITED TO, THOSE OF TITLE NONINFRINGEMENT, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE.

15. Limitation of Liability.

IN NO EVENT SHALL NEIGHBORHOOD SHOPPING GUIDE, ITS SUBSIDIARIES, AFFILIATES NOR ANY OF THEIR RESPECTIVE EMPLOYEES, AGENTS, MERCHANTS, PARTNERS, THIRD-PARTY CONTENT PROVIDERS OR LICENSORS, OR ANY OF THEIR OFFICERS, DIRECTORS, EMPLOYEES OR AGENTS, BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES ARISING OUT OF OR RELATED TO YOUR USE OF THE SITE, THE CONTENT, STATEMENTS AND OTHER INFORMATION CONTAINED THEREIN, THE PRODUCTS OR SERVICES ACCESSIBLE OR AVAILABLE THROUGH THE SITE OR THESE TERMS OF USE. IN NO EVENT WILL NEIGHBORHOOD SHOPPING GUIDE’S LIABILITY IN CONNECTION WITH A VOUCHER OR A PRODUCT OR SERVICE EXCEED THE AMOUNTS PAID FOR SUCH VOUCHER, PRODUCT OR SERVICE. TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS PAID BY YOU DURING THE SIX MONTHS PRECEDING THE BRINGING OF ANY CLAIM, OR FIVE HUNDRED DOLLARS, WHICHEVER IS LESS.

16. Arbitration.

We will make every reasonable effort to resolve any disagreements that you have with Neighborhood Shopping Guide. If those efforts fail, by using this Site you agree that any claim, dispute, or controversy you may have against Neighborhood Shopping Guide arising out of, relating to, or connected in any way with this Agreement this Site or the purchase or sale of any voucher(s), shall be resolved exclusively by final and binding arbitration administered by the American Arbitration Association (“AAA”) and conducted before a single arbitrator pursuant to the applicable Rules and Procedures established by AAA (“Rules and Procedures”). You agree further that: (a) the arbitration shall be held at a location determined by AAA pursuant to the Rules and Procedures (provided that such location is reasonably convenient for you), or at such other location as may be mutually agreed upon by you and Neighborhood Shopping Guide; (b) the arbitrator shall apply Michigan law consistent with the Federal Arbitration Act and applicable statutes of limitations, and shall honor claims of privilege recognized at law; (c) there shall be no authority for any claims to be arbitrated on a class or representative basis; arbitration can decide only your and/or Neighborhood Shopping Guide’s individual claims; and the arbitrator may not consolidate or join the claims of other persons or parties who may be similarly situated; (d) in the event that you are able to demonstrate that the costs of arbitration will be prohibitive as compared to the costs of litigation, Neighborhood Shopping Guide will pay as much of your filing and hearing fees in connection with the arbitration as the arbitrator deems necessary to prevent the arbitration from being cost-prohibitive; and (e) with the exception of subpart (c) above, if any part of this arbitration provision is deemed to be invalid, unenforceable or illegal, or otherwise conflicts with the Rules and Procedures established by AAA, then the balance of this arbitration provision shall remain in effect and shall be construed in accordance with its terms as if the invalid, unenforceable, illegal or conflicting provision were not contained herein. If, however, subpart (c) is found to be invalid, unenforceable or illegal, then the entirety of this Arbitration Provision shall be null and void, and neither you nor Neighborhood Shopping Guide shall be entitled to arbitrate their dispute.

17. Websites of Others

The Site contains links to websites maintained by other parties. These links are provided solely as a convenience to you and not because we endorse or have an opinion about the contents on such websites. We expressly disclaim any representations regarding the content or accuracy of materials on such websites or the privacy practices of those websites. If you decide to access websites maintained by other parties, you do so at your own risk

18. Indemnification/Release.

You agree to defend, indemnify and hold harmless Neighborhood Shopping Guide, its subsidiaries, affiliates and their respective directors, officers, employees and agents from and against all claims and expenses, including attorneys’ fees, arising out of or related to any products or services purchased by you, or any Statements submitted or posted by you, in connection with the Site or any use of the Site in violation of these Terms.

You are solely responsible for your interactions with Merchants and other users of the Site. To the extent permitted under applicable laws, you hereby release Neighborhood Shopping Guide from any and all claims or liability related to any product or service of a Merchant, any action or inaction by Merchant, including Merchant’s failure to comply with applicable law and/or failure to abide by the terms of a Neighborhood Shopping Guide, and any conduct, speech, or Statements, whether online or offline, of any other user.

19. Termination.

Neighborhood Shopping Guide may terminate these Terms of Use at any time. Without limiting the foregoing, Neighborhood Shopping Guide shall have the right to immediately terminate or suspend any of your passwords or accounts in the event Neighborhood Shopping Guide considers, in its sole discretion, any of your conduct to be unacceptable, or in the event you breach this Agreement. Notwithstanding the above, these Terms of Use will survive termination of this Agreement.

20. Choice of Law.

Any disputes arising out of or related to these Terms of Use and/or any Use by you of the Site or Neighborhood Shopping Guide’s services shall be governed by the internal laws of the State of Michigan, without regard to its choice of law rules and without regard to conflicts of laws principles except that the Arbitration provision shall be governed by the Federal Arbitration Act.

21. Additional Disclosures.

No waiver by either you or Neighborhood Shopping Guide of any breach or default or failure to exercise any right allowed under this Agreement is a waiver of any preceding or subsequent breach or default or a waiver or forfeiture of any similar or future rights under our Agreement. The section headings used herein are for convenience only and shall be of no legal force or effect. If a court of competent jurisdiction holds any provision of our Agreement invalid, such invalidity shall not affect the enforceability of any other provisions contained in this Agreement, and the remaining portions of our Agreement shall continue in full force and effect.

You are contracting with Neighborhood Shopping Guide, Inc. Correspondence should be directed to: Neighborhood Shopping Guide, We need to get a PO box   __________________________

If you are a California resident, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them in writing at 400 R Street, Sacramento, CA 95814, or by telephone at (800) 952-5210.

The provisions of these Terms of Use apply equally to and are for the benefit of Neighborhood Shopping Guide, its subsidiaries, affiliates, Merchants and its third-party content providers and licensors, and each shall have the right to assert and enforce such provisions directly or on its own behalf.

 

 

MERCHANT TERMS AND CONDITIONS

Effective date 11/12/2013

These Merchant Terms and Conditions govern and are incorporated into the Merchant Agreement between Neighborhood Shopping Guide and Merchant (collectively, the "Agreement").

Definitions

"MERCHANT OFFERING" means the goods and/or services to be provided by the Merchant, stated on the Voucher as presented by Neighborhood Shopping Guide .

"ALWAYS AVAILABLE" means the goods and/or services to be provided by the Merchant with any coupon offering shall have unlimited availability to our customers for the period of the offering.  Any special restrictions or limitation shall be noted on the coupon itself.

"COUPON" means stated Merchant discounts on goods and/or services for the period of offering.  Our Customers have not paid in advance for this service.  All financial transactions are between the Merchant and our customers.   Coupon(s) or Couponing terms of use is part of the Advertising Program.

"DIRECT MAIL" means the distribution of advertisement through our carriers to our Customer’s residents. 

"BOOK" means the group of advertisement placed in a paper magazine that contains a group of Merchants that are presenting their products.

"FEATURE PERIOD" means the period during which Vouchers for the Merchant Offering are available for purchase.

"MAXIMUM NUMBER OF VOUCHERS" means the maximum number of Vouchers Neighborhood Shopping Guide is authorized to administer the sale of on behalf of the Merchant.

"MONTHLY MAXIMUM NUMBER OF VOUCHERS" means the maximum number of Vouchers Neighborhood Shopping Guide is authorized to administer the sale of on behalf of Merchant each month after the Maximum Number of Vouchers has been sold.

"FULL OFFER VALUE" means the Amount Paid plus the Promotional Value.

"AMOUNT PAID" means the amount a purchaser pays for each Voucher, which never expires, subject to the Price Optimization Program detailed in Section 5.

"PROMOTIONAL VALUE" means the Full Offer Value less the Amount Paid.

"PROMOTIONAL VALUE EXPIRATION DATE" means the date stated on the Voucher when the Promotional Value expires.

"REMITTANCE AMOUNT" means the amount Neighborhood Shopping Guide shall remit to Merchant for each Voucher sold, subject to the payment terms.

"FINE PRINT" means the conditions and restrictions concerning Voucher redemption and the Merchant Offering stated on the Website and Voucher.

 

  1. Voucher Program
    1. Neighborhood Shopping Guide is authorized to promote and sell Vouchers on Merchant's behalf subject to the terms of this Agreement and the "Terms of Sale" located at http://www.Neighborhood Shopping Guide.com/terms#terms-of-sale. The Voucher will evidence the Merchant Offering and will be sent to the purchaser electronically once payment is received. The purchaser will then redeem the Voucher with the Merchant by presenting the Voucher in paper or electronic form. Merchant is the issuer of the Vouchers and seller of the Merchant Offering. If there is a conflict between this Agreement and the Terms of Sale, this Agreement controls.
    2. Neighborhood Shopping Guide  is authorized to promote and sell Vouchers on Merchant's behalf through any platform, including its feature deal-of-the-day, affiliates, business partner network, marketplace, or referral network and be made available to all or part of Neighborhood Shopping Guide 's subscriber base or its affiliate subscriber base or referral network and segmented by various variables including gender, age, location, and consumer preferences. The features may be offered through a variety of distribution channels, including, the Internet, the Website, affiliate websites, business partner network, email, mobile applications, other types of electronic offerings and other platforms or distribution channels owned, controlled, or operated by Neighborhood Shopping Guide , its affiliates or business partners.
    3. Neighborhood Shopping Guide  is authorized to promote and sell up to the Maximum Number of Vouchers during one or more Feature Periods in multiple markets and on dates in its discretion. If Merchant elects to offer recurring month-to-month features, then Neighborhood Shopping Guide  will promote and sell up to the Maximum Number of Vouchers for the initial feature, then promote and sell up to the Monthly Maximum Number of Vouchers for subsequent features. Merchant shall specify the Maximum Number of Vouchers and, if applicable, specify the Monthly Maximum Number of Vouchers, and may increase either number at its discretion.
    4. Neighborhood Shopping Guide  reserves the continuing right to reject, revise, or discontinue any Merchant Offering, at any time and for any reason, and to terminate the Merchant Offering and to remove all references to the Merchant Offering and Voucher from the Website; and redirect or delete any URL used in connection with the Merchant Offering.
    5. Merchant shall honor the Vouchers for their Full Offer Value through the Promotional Value Expiration Date. After the Promotional Value Expiration Date, Merchant agrees to honor the Vouchers for at least the Amount Paid or for the Full Offer Value if required by law. NOTWITHSTANDING ANYTHING CONTAINED IN THIS AGREEMENT OR PERMITTED BY APPLICABLE LAW, MERCHANT AGREES TO REDEEM THE VOUCHER FOR THE AMOUNT PAID INDEFINITELY.
    6. After the Promotional Value Expiration Date, Merchant must allow the customer to redeem the Voucher for the Amount Paid toward the Merchant Offering. If the goods and services constituting the Merchant Offering and stated on the Voucher are no longer available, the Merchant must allow the customer to redeem the Voucher toward any goods or services then offered by the Merchant equivalent to at least the Amount Paid.
    7. Partial redemptions: If applicable, and if a customer redeems a Voucher for less than the Amount Paid, the Merchant is responsible for handling any unredeemed value as required by applicable law.
    8. Merchant agrees that in providing the Merchant Offering, Merchant will not impose any extra or additional fees, charges, conditions or restrictions that contradict or are inconsistent with the terms stated on the Voucher, including the Fine Print.
    9. Merchant agrees that so long as an appointment or reservation is made to redeem a Voucher, or customer has made an attempt to make an appointment, before the Voucher's Promotional Value Expiration Date, the Voucher will be honored for the Full Offer Value without restriction, even though the services may be provided after the Promotional Value Expiration Date.
    10. In the event a Customer seeks to schedule use of a Voucher prior to the Promotional Value Expiration Date and is denied by Merchant, or is unable to use the Voucher for any other reason prior to the Promotional Value Expiration Date, Neighborhood Shopping Guide  may, upon Customer request, extend the Promotional Value Expiration Date by sixty (60) days.
    11. Merchant is responsible for all customer service in connection with the Merchant Offering and for supplying all goods and services stated in the Merchant Offering. Merchant is also responsible for any customer loyalty programs associated with the Merchant Offering.
  2. Payment
    1. Amounts retained by Neighborhood Shopping Guide  from the proceeds of the Merchant Offering are compensation to Neighborhood Shopping Guide  for marketing, promoting, and advertising the Merchant Offering and distributing the Vouchers on behalf of Merchant. Neighborhood Shopping Guide  will have no obligation to advance amounts that have been paid to Neighborhood Shopping Guide  by the purchaser until Merchant has complied with its obligations under this Agreement. Merchant shall retain the Remittance Amount in trust for the benefit of Neighborhood Shopping Guide 's customers holding unredeemed Vouchers until Merchant delivers the Merchant Offering, refunds the holder of any unredeemed Voucher or escheats the amount required to a taxing authority, if applicable. The funds held in trust shall be returned to Neighborhood Shopping Guide  upon demand for refunds to customers. Neighborhood Shopping Guide  is authorized to review Merchant's credit history before advancing funds. If Merchant is unwilling or cannot perform its obligations under this Agreement, Neighborhood Shopping Guide  is authorized to offset or withhold future payment and secure reimbursement from Merchant for any refunds.
    2. Neighborhood Shopping Guide  is authorized to initiate ACH credit transaction entries to Merchant's depository account at the depository financial institution named in this Agreement or as otherwise provided to Neighborhood Shopping Guide  by Merchant in writing ("Merchant Bank Account"). Only in the event of an error, Neighborhood Shopping Guide  is authorized to initiate debit entry adjustments to the Merchant Bank Account to correct any error. Merchant hereby acknowledges that Neighborhood Shopping Guide 's origination of all ACH transactions to Merchant Bank Account must comply with provisions of U.S. law. ACH payments take up to five (5) business days to become available in the Merchant Bank Account after processing.
    3. Merchant will not attempt to bill or collect reimbursement from any third-party payor, including but not limited to any insurer, health insurance plan, Medicare, Medicaid, or any other federal, state, provincial, territorial or local governmental program or entity ("Third-Party Payor"), for any of Merchant's services. Merchant will accept the amounts received from Neighborhood Shopping Guide  as payment in full for all services provided by Merchant delivered pursuant to the Merchant Offering. Merchant is solely responsible for complying with any contractual requirements imposed by its contracts with Third-Party Payors, including but not limited to requirements related to offering discounted services.
  3. Customer Data Restrictions
    1. "Customer Data" means all identifiable information about purchasers generated or collected by Neighborhood Shopping Guide  or Merchant, including, but not limited to, purchasers' name, shipping addresses, email addresses, phone numbers, purchaser preferences and tendencies, and financial transaction data.
    2. Merchant shall use Customer Data only to fulfill its redemption obligations in connection with the Merchant Offering as authorized by this Agreement. Merchant expressly agrees that any Customer Data shall be used only for this purpose (including, but not limited to, the redemption of Vouchers and provision of goods and services to purchasers), and not to enhance a file or list owned by Merchant, or any third party. Merchant represents, warrants and covenants that it will not resell, broker or otherwise disclose any Customer Data to any third party, in whole or in part, for any purpose, unless required by applicable law. If Merchant engages any third party to facilitate its redemption obligations hereunder, Merchant shall ensure that such third party implements and complies with reasonable security measures in handling any Customer Data. If any Customer Data is collected directly by Merchant or a third party engaged by Merchant to facilitate its redemption obligations hereunder, Merchant shall ensure that it or such third party adopts, posts and processes the Customer Data in conformity with its posted privacy policy and all applicable laws.
    3. As long as Merchant uses Customer Data in compliance with applicable law and Merchant's posted privacy policy, restrictions stated in this Agreement on Merchant's use of Customer Data do not apply to: (i) data from any customer who is already a customer of Merchant before the Effective Date, if such data was provided to Merchant by such customer independent of this Agreement or any transaction hereunder; or (ii) data supplied by a customer directly to Merchant who becomes a customer of Merchant in connection with such customer explicitly opting in to receive communications from Merchant.
    4. Merchant shall immediately notify Neighborhood Shopping Guide  if Merchant becomes aware of or suspects any unauthorized access to or use of Customer Data or any confidential information of Neighborhood Shopping Guide , and shall cooperate with Neighborhood Shopping Guide  in the investigation of such breach and the mitigation of any damages. Merchant will bear all associated expenses incurred by Neighborhood Shopping Guide  to comply with applicable laws (including, but not limited to, any data breach laws) or arising from any unauthorized access or acquisition of Customer Data while such data is in Merchant's reasonable possession or control. Upon termination or expiration of this Agreement, Merchant shall, as directed by Neighborhood Shopping Guide , destroy or return to Neighborhood Shopping Guide  all the Customer Data in Merchant's or any agent of Merchant's possession.

 

  1. Mobile Redemption Devices

If Neighborhood Shopping Guide  lends Merchant a mobile redemption device, Merchant agrees to be bound by the terms of use, end user license agreements, or other provisions governing its use provided to Merchant with the device. Merchant shall only use the device for transmitting redemption data to Neighborhood Shopping Guide , unless otherwise authorized by Neighborhood Shopping Guide  in writing. Merchant shall return the device fourteen (14) days after the Promotional Value Expiration Date, unless a new feature is planned or if requested by Neighborhood Shopping Guide  for any reason. Neighborhood Shopping Guide  reserves the right to bill Merchant for the cost of the device, or offset any current or future payments due to Merchant under any contract between the parties if the device is not returned, or for costs related to damage or other misuse.

  1. Price Optimization Program

To help optimize the number of Vouchers sold, Neighborhood Shopping Guide  is authorized to increase or decrease the Amount Paid specified in this Agreement ("Adjusted Amount Paid"). In the event of an increase, the Net Remittance Amount will be adjusted to proportionally reflect any such increase in the Amount Paid ("Adjusted Net Remittance Amount"). If Neighborhood Shopping Guide  elects to promote the Merchant Offering at an Adjusted Amount Paid, Neighborhood Shopping Guide  will remit to the Merchant for each Voucher sold, the greater of: (i) the Net Remittance Amount as specified in this Agreement (or in the case Merchant is being paid on redemption, for Vouchers redeemed); or (ii) the Adjusted Net Remittance Amount. In no case will Neighborhood Shopping Guide  sell more than the Maximum Number of Vouchers or Monthly Maximum Number of Vouchers, as applicable. Neighborhood Shopping Guide  will provide Merchant the information with regard to the number of Vouchers sold for each Amount Paid. Notwithstanding the foregoing, Merchant will never receive less than the Net Remittance Amount for any Voucher sold.

  1. Term and Termination

This Agreement will continue in effect for one (1) year or through the last date when a customer redeems a Voucher, whichever is later ("Term"). Neighborhood Shopping Guide  is authorized to terminate this Agreement, at any time for any reason, by written notice to Merchant. Merchant is authorized to terminate this Agreement by written notice to Neighborhood Shopping Guide , twenty (20) business days in advance of the intended date of termination. Termination of this Agreement will not in any way affect Merchant's obligation to redeem any Voucher according to the terms of this Agreement, including the obligation to honor the Voucher for the Amount Paid after the Promotional Value Expiration Date. Provisions in this Agreement that are intended to survive termination will continue in full force and effect after the Term.

  1. Compliance with Gift Card, Gift Certificate and Abandoned Property Laws

Merchant agrees to comply with the Voucher terms and conditions as stated on the Website, including but not limited to the "Terms of Use" http://www.Neighborhood Shopping Guide .com/terms, and to ensure that the Vouchers comply with all laws that govern vouchers, gift cards, coupons, and gift certificates, including but not limited to the United States Credit CARD Act of 2009 (if applicable) and any laws governing the imposition of expiration dates, service charges or dormancy fees and all Fine Print related to the Merchant Offering stated on the Voucher. Merchant is solely responsible for compliance with any applicable escheat or abandoned or unclaimed property laws. Upon written request from Merchant, but only when required, Neighborhood Shopping Guide  will provide Merchant with information in Neighborhood Shopping Guide 's possession that the Merchant needs to comply with its obligations under this Agreement.

  1. Intellectual Property Rights
    1. Merchant grants to Neighborhood Shopping Guide  a non-exclusive, worldwide, royalty free, paid-up, perpetual, irrevocable, transferable and sub-licensable license and right to use, modify, reproduce, sublicense, publicly display, distribute, broadcast, transmit, stream, publish and publicly perform: (a) Merchant's name, logos, trademarks, service marks, domain names, and any audiovisual content, video recordings, audio recordings, photographs, graphics, artwork, text and any other content provided, specified, recommended, directed, authorized or approved to use by Merchant (collectively, "Merchant IP"); and (b) any third party's name, logos, trademarks, service marks, domain names, audiovisual recordings, video recordings, audio recordings, photographs, graphics, artwork, text and any other content provided, specified, recommended, directed, authorized or approved for use by Merchant (collectively, "Third Party IP"), in each case in connection with the promotion and resale of the goods and services in all media or formats now known or hereinafter developed ("License"). Any use of the Merchant IP or Third Party IP as contemplated in this Agreement is within Neighborhood Shopping Guide 's sole discretion.
    2. Merchant acknowledges and agrees that, as between the parties, Neighborhood Shopping Guide  owns all interest in and to the Website, Customer Data, Neighborhood Shopping Guide  trade names, logos, trademarks, service marks, domain names, social media identifiers, all data collected through or from the Website, all audiovisual content, video recordings, audio recordings, photographs, graphics, artwork, text or any other content created by Neighborhood Shopping Guide  or at Neighborhood Shopping Guide 's direction, or assigned to Neighborhood Shopping Guide , and any materials, software, technology or tools used or provided by Neighborhood Shopping Guide  to promote, resell or distribute the goods and services and conduct its business in connection therewith (collectively "Neighborhood Shopping Guide  IP"). Merchant shall not use, sell, rent, lease, sublicense, distribute, broadcast, transmit, stream, place shift, transfer, copy, reproduce, download, time shift, display, perform, modify or timeshare the Neighborhood Shopping Guide  IP or any portion thereof, or use such Neighborhood Shopping Guide  IP as a component of or a base for products or services prepared for commercial use, sale, sublicense, lease, access or distribution, except that Neighborhood Shopping Guide  grants Merchant a limited, non-exclusive, revocable, non-transferable, non-sub licensable license during the Term to use one copy of Neighborhood Shopping Guide 's mobile merchant software application on a single mobile computer, tablet computer, or other device, solely for the purposes permitted by that software, and to make one copy of the software for back-up purposes. Merchant shall keep the Neighborhood Shopping Guide  IP confidential, and shall not prepare any derivative work based on the Neighborhood Shopping Guide  IP or translate, reverse engineer, decompile or disassemble the Neighborhood Shopping Guide  IP. Merchant shall not take any action to challenge or object to the validity of Neighborhood Shopping Guide 's rights in the Neighborhood Shopping Guide  IP or Neighborhood Shopping Guide 's ownership or registration thereof. Except as specifically provided in this Agreement, Merchant and any third party assisting Merchant with its obligations in this Agreement, are not authorized to use Neighborhood Shopping Guide  IP in any medium without prior written approval from an authorized representative of Neighborhood Shopping Guide . Merchant shall not include any trade name, trademark, service mark, domain name, social media identifier, of Neighborhood Shopping Guide  or its affiliates, or any variant or misspelling thereof, in any trademark, domain name, email address, social network identifier, metadata or search engine keyword. Merchant shall not use or display any Neighborhood Shopping Guide  IP in a manner that could reasonably imply an endorsement, relationship, affiliation with, or sponsorship between Merchant or a third party and Neighborhood Shopping Guide . All rights to the Neighborhood Shopping Guide  IP not expressly granted in this Agreement are reserved by Neighborhood Shopping Guide .
    3. If Merchant provides Neighborhood Shopping Guide  or any of its affiliates with feedback, suggestions, reviews, modifications, data, images, text, or other information or content about a Neighborhood Shopping Guide  product or service or otherwise in connection with this Agreement, any Neighborhood Shopping Guide  IP, or Merchant's participation in the Merchant Offering or Voucher, (collectively, "Feedback"), Merchant irrevocably assigns to Neighborhood Shopping Guide  all right, title, and interest in and to Feedback and grants Neighborhood Shopping Guide  and its affiliates a perpetual, paid-up, royalty-free, nonexclusive, worldwide, irrevocable, freely transferable right and license to (i) use, reproduce, perform, display, and distribute Feedback; (ii) adapt, modify, re-format, and create derivative works of Feedback for any purpose and sublicense the foregoing rights to any other person or entity. Merchant warrants that: (A) Feedback is Merchant's original work, or Merchant obtained Feedback in a lawful manner; and (B) Neighborhood Shopping Guide  and its sublicensees' exercise of rights under the license above will not violate any person's or entity's rights, including any copyright rights. Merchant agrees to provide Neighborhood Shopping Guide  such assistance as Neighborhood Shopping Guide  might require to document, perfect, or maintain Neighborhood Shopping Guide 's rights in and to Feedback.
  2. Representations and Warranties

Merchant represents and warrants that: (a) Merchant has the right, power and authority to enter into this Agreement; (b) Merchant, if required by applicable law, is registered for sales and use tax collection purposes in all jurisdictions where Merchant's goods and services will be provided; (c) the Voucher, upon being delivered by Neighborhood Shopping Guide , will be available immediately for redemption; (d) the terms and conditions of the Voucher, including any discounts or goods and services offered thereunder do not and will not violate any, local, state, provincial, territorial or federal law, statute, rule, regulation, or order, including but not limited to, any law or regulation governing the use, sale, and distribution of alcohol and any laws governing vouchers, gift cards, coupons, and gift certificates; (e) Merchant owns all interest in and to the Merchant IP and has licensing rights in (with the right to sublicense to Neighborhood Shopping Guide ) the Third Party IP, and has the right to grant the License stated in this Agreement; (f) the Merchant IP and the Third Party IP, the goods or services, Neighborhood Shopping Guide 's use and promotion thereof, and the results of such goods or services, will not infringe, dilute, misappropriate, or otherwise violate, anywhere in the world, any patent, copyright, logo, trademark, service mark, trade name, rights in designs, or other intellectual property right or right of privacy or publicity of any third party or any applicable law, and does not and will not result from the misappropriation of any trade secret or the breach of any confidentiality obligations to any person or entity; (g) the Merchant IP and Third Party IP does not include any material that is unlawful, threatening, abusive, defamatory, vulgar, obscene, profane or otherwise objectionable, or that encourages conduct that constitutes a criminal offense, gives rise to civil liability or otherwise violates any law; (h) the Vouchers and any advertising or promotion of Merchant's goods and services relating thereto will not constitute false, deceptive or unfair advertising or disparagement under any applicable law; (i) Merchant and its employees, contractors and agents have had the proper education and training and hold all required and up-to-date regulatory authorization, licenses and certifications relating to any Merchant Offering to provide the goods or services described in this Agreement; (j) Merchant's business information and direct deposit details as provided in this Agreement, indicating where payments should be forwarded are accurate and Merchant is the authorized entity to receive the funds forwarded by Neighborhood Shopping Guide ; (k) Merchant is not authorized to resell, broker or otherwise disclose any Customer Data (as defined in this Agreement) to any third party, in whole or in part, for any purpose, and Merchant is not authorized to copy or otherwise reproduce any Customer Data other than for the purpose of redeeming or verifying the validity of Vouchers in connection with this Agreement.

  1. Indemnification

To the extent allowed under applicable law, Merchant agrees to defend, indemnify and hold Neighborhood Shopping Guide , its affiliated and related entities, and any of its respective officers, directors, agents and employees, harmless from and against any claims, lawsuits, investigations, penalties, damages, losses or expenses (including but not limited to reasonable attorneys' fees and costs) arising out of or relating to any of the following: (a) any breach or alleged breach by Merchant of this Agreement, or the representations and warranties made in this Agreement; (b) any claim for state sales, use, or similar tax obligations of Merchant arising from the sale and redemption of a Voucher; (c) any claim by any local, state, provincial, territorial or federal governmental entity for unredeemed Vouchers or unredeemed cash values of Vouchers or any other amounts under any applicable abandoned or unclaimed property or escheat law, including but not limited to any claims for penalties and interest; (d) any claim arising out of a violation of any law or regulation governing Merchant's goods and/or services; (e) any claim arising out of Merchant's violation of law or regulation governing the use, sale, and distribution of alcohol; (f) any claim by a purchaser or anyone else arising out of or relating to the goods and services provided by Merchant, including but not limited to, any claims for false advertising, product defects, personal injury, death, or property damages; (g) any claim by a customer for the Amount Paid; and (h) any claim arising out of Merchant's misuse of Customer Data, or any violation of an applicable data privacy or security law. Neighborhood Shopping Guide  maintains the right to control its own defense and to choose and appoint its own defense counsel, regardless of the presence or absence of a conflict of interest between Neighborhood Shopping Guide  and Merchant. Merchant's duty to defend and indemnify Neighborhood Shopping Guide  includes the duty to pay Neighborhood Shopping Guide 's reasonable defense fees and costs.

  1. Confidentiality

The terms for the Merchant Offering described in this Agreement are confidential, and Merchant agrees not to disclose the terms described in this Agreement to any party (other than to its employees, parent companies, shareholders, lawyers and accountants on a strict need-to-know basis or as required by applicable public records and other law, if Merchant has taken the necessary precautions of the kind generally taken with confidential information to preserve the confidentiality of the information made available to such parties). In the event of a breach, Neighborhood Shopping Guide  is entitled to injunctive relief and a decree for specific performance, and any other relief allowed under applicable law (including monetary damages if appropriate).

  1. Limitation of Liability

EXCEPT FOR MERCHANT'S INDEMNIFICATION OBLIGATIONS HEREUNDER, IN NO EVENT IS EITHER PARTY LIABLE OR OBLIGATED TO THE OTHER PARTY OR ANY THIRD PARTY FOR ANY SPECIAL, INCIDENTAL, EXEMPLARY, CONSEQUENTIAL, PUNITIVE, OR INDIRECT DAMAGES REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT OR OTHERWISE, EVEN IF INFORMED OF THE POSSIBILITY OF ANY SUCH DAMAGES IN ADVANCE. NEIGHBORHOOD SHOPPING GUIDE 'S SOLE AND COMPLETE LIABILITY TO MERCHANT FOR ANY CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT, OR ANY ERRORS, OMISSIONS OR MISPLACEMENTS OF ANY VOUCHER IS LIMITED TO THE AMOUNT OF FEES RETAINED BY NEIGHBORHOOD SHOPPING GUIDE  HEREUNDER AFTER FINAL CALCULATION AND RECONCILIATION OF ALL REFUNDS. THIS LIMITATION OF LIABILITY APPLIES TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND NOTWITHSTANDING THE FAILURE OF ANY LIMITED REMEDY.

  1. Other
    1. The parties are independent contractors. Nothing in this Agreement is to be construed to create a joint venture, partnership, franchise, or an agency relationship between the parties. Neither party has the authority, without the other party's prior written approval, to bind or commit the other in any way.
    2. This Agreement constitutes the entire agreement between the parties relating to its subject matter and supersedes all prior or contemporaneous oral or written agreements concerning such subject matter. This Agreement may be amended or modified only by mutual agreement of authorized representatives of the parties in writing.
    3. Merchant is not authorized to transfer or assign its rights or obligations under this Agreement, whether by operation of law or otherwise, without Neighborhood Shopping Guide 's prior written consent. Any waiver must be in writing and signed by an authorized signatory of Neighborhood Shopping Guide . Neighborhood Shopping Guide  is authorized to transfer or assign this Agreement to a present or future affiliate or pursuant to a merger, consolidation, reorganization or sale of all or substantially all of the assets or business, or by operation of law, without notice to Merchant.
    4. If any provision of this Agreement should be held to be invalid or unenforceable, the validity and enforceability of the remaining provisions of this Agreement are not affected.
    5. EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, NEITHER PARTY MAKES ANY REPRESENTATIONS OR WARRANTIES, EXPRESS NOR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. NEIGHBORHOOD SHOPPING GUIDE  DOES NOT WARRANT OR GUARANTEE THAT THE SERVICES OFFERED ON OR THROUGH THE WEBSITE WILL BE UNINTERRUPTED OR ERROR-FREE, THAT THE VOUCHERS ARE ERROR-FREE, OR THAT ANY MERCHANT OFFERING WILL RESULT IN ANY REVENUE OR PROFIT FOR MERCHANT.
    6. This Agreement, including its validity, interpretation and construction and all other related matters shall be governed and interpreted by the laws of the State of Michigan, without regard to its conflict or choice of law principles. Venue for any disputes, controversies or claims arising out of or relating to this Agreement or the breach hereof, the rights granted or obligations undertaken shall be limited to a federal or state court located within Genesee County, Michigan. Each Party hereby submits to the exclusive jurisdiction of such courts. Merchant waives any right to a jury trial and agrees that any proceedings will be conducted only on an individual basis and not in a class, consolidated, or representative action.