Effective Date: December 15, 2016
Updates to Terms. ShopSmarter reserves the right to update or change these Terms at any time by posting the most current version of the Terms on the Site. ShopSmarter will provide notice of changes to the Terms by posting the new Terms on the Site with a new Effective Date shown. All such changes in the Terms shall be effective from the Effective Date set when it is posted on the Site or Services. Your continued use of the Site after we post any changes to the Terms signifies your agreement to any such changes. If you do not agree to these Terms, you must discontinue using the Site and Services by terminating your membership in ShopSmarter.
Electronic Form. By accessing the Site or becoming a member of ShopSmarter ("Member"), you consent to have this Agreement provided to you in electronic form.
Non-electronic Copy. You have the right to receive this Agreement in non-electronic form. You may request a non-electronic copy of this Agreement either before or after you electronically sign the Agreement. To receive a non-electronic copy of this Agreement, please contact us online or send a letter and self-addressed stamped envelope to: Clarus Commerce, LLC, 500 Enterprise Drive, 2nd Floor, Rocky Hill, CT 06067.
Registering as a Member. You do not have to be a ShopSmarter Member to view benefits available through this Site, but only Members can access the ShopSmarter features and Services. By registering and becoming a Member, you agree to (i) provide true, accurate, current, and complete information about yourself as prompted by the registration form, and (ii) maintain and properly update your account information to keep it true, accurate, current, and complete. If you provide information that is untrue, inaccurate, not current, or incomplete, or if we have reasonable grounds to suspect that you have, or if you violate these Terms, as determined in our sole discretion, we have the right to suspend or terminate your membership and refuse any and all current and/or future use of the Site and the Services (or any portion thereof). Registration is currently available only to people residing in eligible states; also, it is not available nor to people who reside outside the US or Canada. Your First-Year Membership Term lasts for 12 months, beginning on the first day of your membership. If you have a trial membership, your First-Year Membership Term includes the trial period and ends one year from the date that your trial period ends. Subsequent Membership Years last for 12 months, beginning each year on the day your previous membership term ended, provided your membership fee payments remain up-to-date. There is a limit of one membership and one introductory/premium offer per household.
Membership, Subscriptions; Charges on Your Billing Account.
ShopSmarter charges you for your access to the Service using the billing information you provide (your "Billing Account") at the time of enrollment. By enrolling in ShopSmarter, You authorize ShopSmarter to charge your Billing Account the fees then in effect for the Service. ShopSmarter reserves the right to correct any errors or mistakes that it makes, even if it has already requested or received payment, and to update your information from available third-party sources.
Recurring Billing. Access to the Service requires a subscription for membership and often consists of an initial period, where you can try the Services for free, followed by recurring period charges authorized and agreed to by you at the time of your subscription. If your membership subscription has an initial and recurring payment feature, you accept responsibility for all recurring charges prior to cancellation. To change or cancel your membership at any time, go to the "Help" tab, or send your request to us using the "Contact Us" link on any page of the Site or by calling the Customer Service Department toll-free at 888-734-7456. Your membership will be automatically extended for successive renewal periods of the same duration as the membership term originally selected, at the then-current non-promotional membership rate. If you cancel a monthly membership, you may use your membership until the end of your then-current membership term; your membership will not be renewed after your then-current term expires. However, you won't be eligible for a prorated refund of any portion of the monthly membership fee paid for the then-current membership period. If you cancel an annual membership, you are eligible for a prorated refund of any portion of the membership fee paid for the then-current membership period, unless you have simply requested that your membership not be renewed, in which case you may continue to access your membership benefits until the end of your current term. If you cancel your membership but want to become a member again, please contact CustomerService@ShopSmarter.com for assistance. Your non-termination or continued use of the Service reaffirms that ShopSmarter is authorized to charge your Payment Method on the recurring basis agreed to (e.g., monthly or yearly). ShopSmarter may submit those charges for payment, and you will be responsible for such charges. SHOPSMARTER MAY SUBMIT PERIODIC CHARGES WITHOUT FURTHER AUTHORIZATION FROM YOU, UNTIL YOU AFFIRMATIVELY CANCEL YOUR MEMBERSHIP OR NOTIFY US THAT YOU WISH TO CHANGE YOUR PAYMENT METHOD. SUCH NOTICE WILL NOT AFFECT CHARGES SUBMITTED BEFORE SHOPSMARTER REASONABLY COULD ACT. TO TERMINATE YOUR AUTHORIZATION, VISIT THE "HELP" TAB AND CLICK THE "FINALIZE CANCELLATION REQUEST" BUTTON, OR SEND YOUR REQUEST TO US USING THE "CONTACT US" LINK ON ANY PAGE OF THE SITE OR BY CALLING THE CUSTOMER SERVICE DEPARTMENT TOLL-FREE AT 888-734-7456. TO CHANGE YOUR PAYMENT METHOD, GO TO THE "HELP" SECTION OF THE WEBSITE.
Current Information Required. YOU MUST PROMPTLY NOTIFY SHOPSMARTER IF YOUR PAYMENT METHOD IS CANCELLED (E.G., FOR LOSS OR THEFT) OR IF YOU BECOME AWARE OF A POTENTIAL BREACH OF SECURITY, SUCH AS THE UNAUTHORIZED DISCLOSURE OR USE OF YOUR USER NAME OR PASSWORD. CHANGES TO SUCH INFORMATION CAN BE MADE IN THE "UPDATE PROFILE" SECTION OF THE WEBSITE. IF YOU FAIL TO PROVIDE SHOPSMARTER ANY OF THE FOREGOING INFORMATION, YOU AGREE THAT SHOPSMARTER MAY CONTINUE CHARGING YOU FOR ANY USE OF THE SERVICE UNDER YOUR BILLING ACCOUNT, UNLESS WE HAVE EVIDENCE THAT YOU HAVE TERMINATED YOUR MEMBERSHIP FOR THE SERVICE.
Payment Method. The terms of your payment will be based on your Payment Method and may be determined by agreements between you and the financial institution, credit card issuer, or other provider of your chosen Payment Method (the "Payment Method Provider"). If ShopSmarter does not receive payment from your Payment Method Provider, you agree to pay all amounts due on your Billing Account upon demand.
Change in Amount Authorized. If the amount to be charged to your Billing Account varies from the current rate set forth in your initial offer due to an increase in our current rates (other than due to the imposition or change in the amount of state sales taxes), ShopSmarter shall provide notice of the amount to be charged and the date of the charge at least 10 days before the scheduled date of the transaction. Any agreement you have with your Payment Method Provider will govern your use of your Payment Method. You agree that ShopSmarter may accumulate charges incurred and submit them as one or more aggregate charges during or at the end of each billing cycle.
Free Trials and Other Promotions. Any free trial or other promotion that provides membership access to the Service must be used within the specified time of the trial. You must cancel your membership before the end of the trial period in order to avoid being charged a membership fee. Your trial period begins on the day that you accept the trial offer; for example, if you accept a 7-day trial offer, your paid membership term will begin one week from the date that you accept the offer, unless you cancel. All trial period and/or promotional offers that refer to a start time and/or deadline use Eastern Time Zone (ET) hours; e.g., if promotional material says that an offer will end at midnight on a certain date, that should be interpreted to mean that it will end at midnight ET on that date. There is a limit of one membership and one introductory/premium offer per household.
How You Can Use the Services. This Site and the Services offered are intended for your personal, non-commercial use in accordance with these Terms. You agree that you will not (i) copy, display, or distribute any part of the Site, in any medium, without ShopSmarter's prior written consent, or (ii) alter or modify any part of the Site other than as may be reasonably necessary to use the Site for its intended purpose. You further agree that you will not use any automated devices, such as spiders, robots, or data-mining techniques, to catalog, download, store, or otherwise reproduce, store, or distribute content available on the Site, manipulate the Site or the Services, or otherwise exceed the limited access granted to you by ShopSmarter. You will take no action to interfere with, interrupt, destroy, or limit the functionality of the Site or any computer software or hardware or telecommunications equipment. You will not distribute or transmit any content or software or other computer files that contain a computer virus or other harmful component. At this time, the Services are only available to residents of the United States, its territories, and those consumers with APO/FPO addresses. Services are not available to Iowa residents.
User Submissions. By submitting content to the Site, for instance, in the form of a testimonial ("User Content"), you grant to ShopSmarter and its licensees and successors in business a perpetual, worldwide, royalty-free, and non-exclusive license to reproduce, distribute, modify, edit, display, adapt, create derivative works from, market, and promote the User Content for any commercial purposes, and in any medium now existing or hereinafter developed, and to use your name, likeness, and any personal information you submit with the User Content without your prior approval or the payment of any compensation.
Proprietary Rights. The Site and all material published on the Site, including but not limited to text, photographs, video, graphics, music, sounds, messages, comments, ratings, and other materials, is owned by ShopSmarter or its licensors and is protected by copyrights, patents, trademarks, trade secrets, and/or other proprietary rights, including under the United States copyright laws. ShopSmarter owns a copyright in the selection, coordination, arrangement, and enhancement of such content and a copyright in the Site. ShopSmarter and its logos are trademarks of Clarus Commerce, LLC, and are protected by state and federal laws. All other trademarks appearing on this Site ("Marks") are trademarks of their respective owners, including ShopSmarter and its marketing partners. Users are prohibited from using any Marks without the written permission of ShopSmarter or such third party that may own the Marks. You may not copy, publish, transmit, distribute, perform, sell, create derivative works of, or in any way exploit any of the content, in whole or in part, without ShopSmarter's prior written consent. You agree not to reproduce, duplicate, copy, sell, resell, or exploit for any commercial purposes any aspect of the Site or Service. You acknowledge that you do not acquire any ownership rights by downloading copyrighted material. You may download content for your personal, non-commercial use only as provided in these Terms, provided that you keep intact all copyright and other proprietary notices. Copying or storing of content for other than personal use is expressly prohibited without prior permission from us or the copyright holder identified in the copyright notice contained in the content.
No License Granted. Except for allowing you to use the Site and Services for your personal use as set forth in the paragraph above, when you use the Site or Services, you are not receiving a license or any other rights from us, including intellectual property or other proprietary rights of ShopSmarter. You understand that you have no rights to the Services or any other ShopSmarter property except as we indicate in these Terms.
Age Requirements. You must be at least 18 years old or the age of majority in your state of residence, whichever is older, to join ShopSmarter and to use the Services.
Links. You may be able to access other websites or resources through links on the Site. Because ShopSmarter has no control over such sites and resources, you acknowledge and agree that ShopSmarter is not responsible for the availability of such external sites or resources, and does not endorse and is not responsible or liable for any content, advertising, products, or other materials available from such sites or resources. You further acknowledge and agree that ShopSmarter shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods, or services available on or through any such site or resource.
Indemnity/Release. You understand that you are personally responsible for your behavior while on the Site and agree to indemnify and hold ShopSmarter, and its affiliates, business partners, and their respective officers, directors, employees, and agents, harmless from and against any loss, damage, liability, cost, or expense of any kind (including attorneys' fees) that we may incur arising out of or related to any products or services purchased by you in connection with the Site or the Services and in connection with a third-party claim or otherwise, in relation to your use of the Services or access to the Site, or your violation of either these Terms, applicable law, or the rights of any third party. You are solely responsible for your own interactions with any merchants accessed through the Site or Services. To the extent permitted under applicable laws, you hereby release ShopSmarter from any and all claims or liability related to any product or service of a merchant, any action or inaction by a merchant, including any merchant's failure to comply with applicable law and/or failure to abide by the Services Terms and any conduct or speech, whether online or offline, of any other user.
In connection with the foregoing release, you hereby waive California Civil Code Section 1542 (and any similar provision in any other jurisdiction), which states: "A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor."
Disclaimer of Warranties. YOU UNDERSTAND THAT YOUR USE OF THE SITE AND SERVICES (INCLUDING ANY DOWNLOADS OR ANY LOSS OF DATA OR OTHER DAMAGE TO YOUR COMPUTER SYSTEM YOU EXPERIENCE FROM USING THE SITE AND SERVICES) IS AT YOUR SOLE RISK. YOU UNDERSTAND THAT THE SITE AND SERVICES AND ALL INFORMATION, PRODUCTS, AND OTHER CONTENT (INCLUDING THIRD-PARTY INFORMATION, PRODUCTS, AND CONTENT) INCLUDED IN OR ACCESSIBLE FROM THE SITE OR SERVICES, ARE PROVIDED ON AN "AS IS," "WHERE IS," AND "WHERE AVAILABLE" BASIS, AND ARE SUBJECT TO CHANGE AT ANY TIME WITHOUT NOTICE TO YOU. YOU ACKNOWLEDGE THAT SHOPSMARTER MAKES NO WARRANTY THAT THE SITE OR SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE. YOU UNDERSTAND THAT SHOPSMARTER DOES NOT WARRANT THAT THE RESULTS OBTAINED FROM YOUR USE OF THE SITE OR SERVICES WILL MEET YOUR EXPECTATIONS. NO WARRANTY OF ANY KIND, WHETHER ORAL OR WRITTEN, CAN MODIFY THE TERMS OF THE DISCLAIMER SET FORTH IN THIS DOCUMENT. YOUR USE AND BROWSING OF THE SITE IS AT YOUR OWN RISK. IF YOU ARE DISSATISFIED WITH ANY OF THE MATERIALS CONTAINED IN THE SITE OR SERVICES, OR WITH ANY OF THESE TERMS, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE ACCESSING AND USING THE SITE AND SERVICES. TO THE FULLEST EXTENT PERMITTED BY LAW, SHOPSMARTER DISCLAIMS ALL REPRESENTATIONS, WARRANTIES, AND CONDITIONS OF ANY KIND (EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT OF PROPRIETARY RIGHTS) AS TO THE SITE AND SERVICES AND ALL INFORMATION, PRODUCTS, AND OTHER CONTENT (INCLUDING THIRD-PARTY INFORMATION, PRODUCTS, AND CONTENT) INCLUDED IN OR ACCESSIBLE FROM THE SITE AND SERVICES.
ALL CONTENT, PRODUCTS, AND THIRD-PARTY SERVICES ON THE SITE, OR OBTAINED FROM A WEBSITE TO WHICH THE SITE IS LINKED, ARE PROVIDED TO YOU "AS IS," WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, SECURITY, OR ACCURACY. SHOPSMARTER DOES NOT ENDORSE AND IS NOT RESPONSIBLE FOR THE MERCHANTABILITY OF ANY PRODUCT OR SERVICE ACCESSED FROM THE SITE OR A LINKED SITE. OTHER THAN AS REQUIRED BY LAW, UNDER NO CIRCUMSTANCE WILL SHOPSMARTER BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY YOUR RELIANCE ON INFORMATION OBTAINED THROUGH THE SITE OR A LINKED SITE, OR YOUR RELIANCE ON ANY PRODUCT OR SERVICE OBTAINED FROM THE SITE OR A LINKED SITE.
Liability Limitation. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL SHOPSMARTER OR ITS AFFILIATES BE LIABLE TO YOU (OR ANY THIRD PARTY MAKING CLAIMS THROUGH YOU) FOR ANY DAMAGES WHATSOEVER, INCLUDING BUT NOT LIMITED TO ANY DIRECT, INDIRECT, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR INCIDENTAL DAMAGES, OR DAMAGES FOR LOSS OF USE, PROFITS, DATA, OR OTHER INTANGIBLES, OR THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, UNAUTHORIZED ACCESS TO AND TAMPERING WITH YOUR PERSONAL INFORMATION OR TRANSMISSIONS, ARISING OUT OF OR RELATED TO THE USE, INABILITY TO USE, UNAUTHORIZED USE, PERFORMANCE, OR NON-PERFORMANCE OF THE SITE OR THE SERVICES, EVEN IF SHOPSMARTER HAS BEEN ADVISED PREVIOUSLY OF THE POSSIBILITY OF SUCH DAMAGES AND WHETHER SUCH DAMAGES ARISE IN CONTRACT, NEGLIGENCE, TORT, UNDER STATUTE, IN EQUITY, AT LAW, OR OTHERWISE. UNLESS LIMITED OR MODIFIED BY APPLICABLE LAW, THE FOREGOING DISCLAIMERS, WAIVERS, AND LIMITATIONS SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED, EVEN IF ANY REMEDY FAILS ITS ESSENTIAL PURPOSE. SHOPSMARTER'S LICENSORS AND CONTRACTORS ARE INTENDED THIRD-PARTY BENEFICIARIES OF THESE DISCLAIMERS. IF ANY PART OF THESE WARRANTY DISCLAIMERS OR LIMITATIONS OF LIABILITY IS FOUND TO BE INVALID OR UNENFORCEABLE FOR ANY REASON, THEN SHOPSMARTER'S AGGREGATE LIABILITY FOR ALL CLAIMS UNDER SUCH CIRCUMSTANCES FOR LIABILITIES SHALL NOT EXCEED TEN DOLLARS ($10).
Access to Services. You understand and agree that your membership in ShopSmarter is subject to and conditioned upon the following: Your continued adherence to these Terms and any future modifications thereto and compliance with the Terms of Service. Your violation of these Terms or any other agreement between you and ShopSmarter constitutes grounds for immediate termination of your membership without further notice, at our sole discretion. We may also terminate your membership at any time, immediately and without notice, if we determine, in our sole discretion, that your conduct is detrimental to our business or the ShopSmarter community. Termination of your Membership will result in cancellation of all rights of access and use of Services granted to Members, and cancelled Members may be denied access to Services or re-enrollment as Members. ShopSmarter reserves the right to change, discontinue, or suspend ShopSmarter or any of the Services at any time for any reason. Members may terminate their Membership at any time by sending their request to us, using the "Contact Us" button on any page of the Site, or by calling the Customer Service Department toll-free at 888-734-7456. ShopSmarter shall be the sole determiner in cases of suspected abuse, fraud, or breach of these Terms or the Terms of Service. Any decision ShopSmarter makes relating to termination or suspension of any Member's account shall be final and binding. You agree that we may terminate, modify, discontinue, or abandon the Site or Services with or without notice to you and that we will not be liable to you or any third party as a result of such termination, modification, discontinuance, or abandonment. If this Agreement is terminated for any reason, the provisions titled Proprietary Rights, No License Granted, Indemnity/Release, Disclaimer of Warranties, Liability Limitation, Access to Services, Termination, Privacy, Governing Law/Disputes, and Miscellaneous shall survive any such termination. At this time, the Services are only available to residents of the United States, its territories, and those consumers with APO/FPO addresses. Services are not available to Iowa residents.
Conditions of Service. Your use of the benefits available through your membership and the Services is also governed by the Terms of Service, which are incorporated herein by reference. In the event of any conflict in these Terms and the Terms of Service, these Terms will control.
No Third-Party Beneficiaries. You agree that, except as otherwise expressly provided in this Agreement, there shall be no third-party beneficiaries to this Agreement.
Dispute Resolution: Agreement to Arbitrate Disputes, Waiver of Class Arbitration, Governing Law, Enforcement of Arbitration Award, Severability, and Jurisdiction.
Arbitration shall be subject to the Federal Arbitration Act and shall be conducted by the American Arbitration Association (AAA) before one commercial arbitrator. The conduct of the arbitration shall be subject to AAA's then-current rules and procedures for commercial arbitration and, if the arbitrator deems it appropriate, the then-current supplementary rules and procedures for consumer-related disputes (collectively, Rules and Procedures). YOU SPECIFICALLY AGREE THAT YOU ARE BOUND TO RESOLVE ALL DISPUTES IN ARBITRATION, AND YOU ACKNOWLEDGE THAT YOU ARE VOLUNTARILY AND KNOWINGLY FORFEITING YOUR RIGHT TO A TRIAL BY JURY AND TO OTHERWISE PROCEED IN A LAWSUIT IN STATE OR FEDERAL COURT. Payment of arbitration costs will be governed by the AAA's fee schedule, unless you are able to show that your portion will be prohibitive as compared to litigation costs, in which case ShopSmarter will pay as much of your arbitration costs as the arbitrator deems necessary to prevent the arbitration from being cost-prohibitive as compared to litigation costs. ShopSmarter also reserves the right, in its sole and exclusive discretion, to assume responsibility for all arbitration costs imposed by the AAA. Each party agrees to pay its own attorneys' fees and expenses unless there is a governing statutory provision or remedy under the governing law that requires the prevailing party to be paid attorneys' fees and expenses.
Information on AAA, its Rules and Procedures, and how to start arbitration can be found at http://www.adr.org or by calling 800-778-7879.
Notwithstanding the foregoing, to the extent the dispute arises from a violation of your or ShopSmarter's intellectual property rights in any manner, both parties agree that the non-infringing party may seek injunctive remedies (or an equivalent type of urgent legal relief) in a state or federal court consistent with the Governing Law and Jurisdiction subsections below, and both parties consent to exclusive jurisdiction and venue in such courts. Additionally, you or ShopSmarter may take the dispute to small claims court if the dispute qualifies for small claims court.
Waiver of Class Arbitration: To the fullest extent permissible under applicable law, all disputes shall be resolved by binding confidential arbitration on an individual basis. You expressly agree that no other disputes shall be consolidated or joined with your dispute, whether through class arbitration proceedings or otherwise. You further acknowledge and agree that any arbitrator assigned to a dispute shall not and lacks the authority to conduct class arbitration or award class-wide relief and that such arbitrator shall only hear your individual dispute. You acknowledge that you are voluntarily and knowingly waiving any right to participate as a representative of any class of claimants pertaining to any dispute subject to arbitration, such that you shall not be entitled to arbitrate any dispute as a representative plaintiff or claimant, class representative, class member, or private attorney general.
Governing Law: These Terms and all disputes between the parties shall be governed in all respects by the laws of the State of Connecticut, consistent with the Federal Arbitration Act, as they apply to agreements entered into and to be performed entirely within Connecticut between Connecticut residents, without regard to any conflict-of-law provisions. Further, in any arbitration, both parties agree the arbitrator shall honor claims of privilege and privacy recognized under Connecticut law.
Enforcement of Arbitration Award: The arbitrator's award shall be final and binding on all parties and may be entered as a judgment in any court of competent jurisdiction.
Severability: If any portion of this Dispute Resolution section (with the exception of the Waiver of Class Arbitration subsection) is deemed invalid or unenforceable by any arbitrator or court of competent jurisdiction, the invalid or unenforceable portion shall be severed and removed from the Terms, and the remaining portions (including the Agreement to Arbitrate Disputes subsection) shall remain binding on you and ShopSmarter. If any arbitrator deems the Waiver of Class Arbitration subsection to be invalid or unenforceable, then the entire Agreement to Arbitrate Disputes subsection shall be null and void. Under such circumstances, you expressly acknowledge and agree that the Governing Law and Jurisdiction subsections apply to any disputes between you and ShopSmarter, and both parties consent to exclusive jurisdiction and venue in such courts.
Jurisdiction: If, in any dispute, the Agreement to Arbitrate Disputes subsection is determined to be invalid or unenforceable, notwithstanding the Severability subsection above, or null and void by any arbitrator or court of competent jurisdiction, or if the dispute seeks injunctive remedies arising from a violation of your or ShopSmarter's intellectual property rights, the dispute shall be resolved by a state or federal court located in Middlesex County, Connecticut, USA. The parties agree to submit to the personal jurisdiction of such Connecticut state or federal courts for the purposes of litigating any such dispute. This subsection does not apply disputes made in small claims court.
Miscellaneous. These Terms and policies incorporated herein are the entire agreement between you and ShopSmarter. They supersede any and all prior or contemporaneous agreements between you and ShopSmarter relating to your use of the Site or the Services. If any part of these Terms is determined to be invalid or unenforceable, it will not impact any other provision of these Terms, all of which will remain in full force and effect. The failure of ShopSmarter to partially or fully exercise any rights, or the waiver of ShopSmarter of any breach of these Terms by you, shall not prevent a subsequent exercise of such right by ShopSmarter or be deemed a waiver by ShopSmarter of any subsequent breach by you of the same or any other term of these Terms. The rights and remedies of ShopSmarter under these Terms and any other applicable agreement between you and ShopSmarter shall be cumulative, and the exercise of any such right or remedy shall not limit ShopSmarter's right to exercise any other right or remedy.
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