Terms of Service

ShopSocially is a service offered by Velocita, Inc., a California Corporation. ShopSocially is a service that enables friends to help their friends shop. At ShopSocially, you can ask a shopping question to your friends to get their help in making a product purchase decision. Or you can also share your purchases with friends.

THE TERMS AND CONDITIONS SET FORTH BELOW (THE "TERMS") GOVERN YOUR USE OF THE SERVICE PROVIDED ON THIS WORLD WIDE WEB SITE LOCATED AT HTTP://SHOPSOCIALLY.COM WEBSITE (THE "SERVICE") OF VELOCITA, INC., A CALIFORNIA CORPORATION ("VELOCITA"), AND ARE LEGALLY BINDING ON YOU. These terms also apply to any information, text, graphics, product webpage links or other materials uploaded, downloaded or appearing on the Service, including but not limited to information about the purchases you share by linking merchant accounts (e.g. Amazon.com, BestBuy etc.) with ShopSocially, your shopping questions as well as comments and recommendations that you make about other users' shared purchases or shopping questions (collectively referred to as "Content").

IF YOU DO NOT AGREE WITH ANY OF THESE TERMS, YOU MAY NOT ACCESS OR OTHERWISE USE THIS SERVICE OR ANY INFORMATION CONTAINED ON THE SERVICE. YOUR USE OF THIS SERVICE SHALL BE DEEMED TO BE YOUR AGREEMENT TO ABIDE BY EACH OF THE TERMS SET FORTH BELOW.

Velocita reserves the right to revise these Terms at any time and we shall notify you of such revisions by posting an updated version of these Terms on the ShopSocially website. You are responsible for regularly reviewing these Terms on the ShopSocially website. Your continued use of the Service shall constitute your consent to such changes.

General Use Restrictions

Velocita and its licensors retain all rights in the information, documents, products, software and Service provided on this Service, including trademarks, logos, graphics and images (the "Materials").

You are responsible for your use of the Service, for any information you choose to make available, for any posts you provide, and for any consequences thereof. The Content you make available, post, or display will be able to be viewed by other users of the Service and, in the future, through our third party partners. You should only make available information or provide Content that you are comfortable sharing with others under these Terms.

You may use the Service if you are of legal age to form a binding contract and are not a person barred from receiving Service under the laws of the United States or other applicable jurisdiction. You may use the Service only in compliance with these Terms and all applicable local, state, national, and international laws, rules and regulations.

The Service that ShopSocially provides are always evolving and the form and nature of the Service that ShopSocially provides may change from time to time without prior notice to you. In addition, ShopSocially may need to stop (permanently or temporarily) providing the Service (or any features within the Service) to you or to users generally if we determine it necessary and may not be able to provide you with prior notice.

You are responsible for safeguarding the password that you use to access the Service. You agree to take sole responsibility for any activities or actions under your password, whether or not you have authorized such activities or actions. We encourage you to use strong passwords with your account. You must immediately notify ShopSocially of any unauthorized use of your password. ShopSocially cannot and will not be liable for any loss or damage arising from your failure to comply with the above requirements.

Third Party Content

Any posts, opinions, advice, statements, Service, offers, events or other information or content expressed or made available on this Service by third parties (including information providers and users) are those of the respective author(s) or distributor(s) and not of Velocita ("Third Party Content"). Velocita does not endorse or approve and is not responsible for monitoring, reviewing or the accuracy, completeness or reliability of any opinion, advice, information or statement made on this Service and you agree that you shall have no right of recourse against Velocita for any liability arising out of your use (or lack thereof) of such Third Party Content.

Content You Submit

You are responsible for your use of the Service, for any Content you provide, and for any consequences thereof, including the use of your Content by other users and our third party partners. ShopSocially will not be responsible or liable for any use of your Content by ShopSocially in accordance with these Terms. You represent and warrant that you have all the rights, power and authority necessary to grant the rights granted herein to any Content submitted.

By submitting, posting or displaying Content on or through the Service, you grant us and our third-party service providers and partners a worldwide, non-exclusive, royalty-free license (with the right to sublicense) to use, copy, reproduce, process, adapt, modify, publish, transmit, display and distribute such Content in any and all media or distribution methods (now known or later developed). No compensation will be paid with respect to the Content that you submit, post, transmit or otherwise make available through the Service, even if used by other companies, organizations or individuals who partner with ShopSocially.

We may need to modify or adapt your Content in order to transmit, display or distribute it over computer networks and in various media and/or make changes to your Content as are necessary to conform and adapt that Content to any requirements or limitations of any networks, devices, Service or media.

ShopSocially claims no ownership of any Content submitted, posted or displayed by you on or through the Service. You retain any and all of your rights to any Content you submit, post or display on or through the Service and you are responsible for protecting those rights.

Data

ShopSocially may collect purchase data such as product URL, product title, product price, product currency, product category and product id as well as personally identifiable data such as your name, facebook profile, date of birth, email address, postal code, mailing address from our retailer partners when you share a purchase via ShopSocially. You agree that ShopSocially will own rights to this data and ShopSocially may use this data to provide additional services to you or to other users. You also agree that ShopSocially may share this data with the retailer partners to provide an enhanced shopping experience on their website.

Advertising

The Service may include advertisements, which may be targeted to the Content or information on the Service, queries made through the Service, or other information. The types and extent of advertising by ShopSocially on the Service are subject to change. In consideration for ShopSocially granting you access to and use of the Service, you agree that ShopSocially and its third party providers and partners may place such advertising on the Service or in connection with the display of Content or information from the Service whether submitted by you or others.

Privacy

Any personal information that you provide to us is subject to our Privacy Policy[s1], which governs our collection and use of your personal information. You understand that through your use of the Service you consent to the collection and use (as set forth in the Privacy Policy) of this information, including the transfer of this information to the United States and/or other countries for storage, processing and use by ShopSocially. As part of providing you the Service, we may need to provide you with certain communications, such as service announcements and administrative messages. These communications are considered part of the Service and your ShopSocially account and you will not be able to opt out of receiving them.

Availability

Velocita will not be responsible for any downtime or unavailability of the Service. Velocita reserves the right to alter, modify or discontinue the Velocita or any content or Service therein at any time without notice.

Trademarks

The trademarks, service marks, brands, names, logos and designs ("Trademarks") of ShopSocially, ShopSocially and Velocita or others used on this Service are the property of Velocita or their respective owners. You may not remove or alter any Trademark. You may not use any trademark displayed on the Service without the express prior written permission of Velocita or the respective owner, and nothing contained on this Service grants by implication, waiver, estoppel or otherwise, any right to use such trademarks. All of the materials appearing on this Service (other than third party content), including but not limited to, the look and feel of the Service, text elements, service design, graphics, images, sound or video materials, and icons, as well as the selection, assembly and arrangement thereof, are the sole property of Velocita or its licensors, unless otherwise specified. All rights not expressly granted herein are reserved. Except as otherwise required by applicable law, any reproduction, distribution, modification, retransmission or publication of any copyrighted material or the Trademarks is strictly prohibited without the express written consent of the owner.

Termination

If you violate any of these Terms, your permission to use the Service may be suspended or revoked and we reserve the right to suspend or terminate your access to and use of the Service at any time if you violate any of these Terms.

Service Available 'AS-IS'

Your access to and use of the Service or any Content is at your own risk. You understand and agree that the Service is provided to you on an "as-is" basis. Without limiting the foregoing, VELOCITA AND ITS PARTNERS DISCLAIM ANY WARRANTIES, EXPRESS OR IMPLIED, OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. We make no warranty and disclaim all responsibility and liability for the completeness, accuracy, availability, timeliness, security or reliability of the Service or any content thereon. Velocita will not be responsible or liable for any harm to your computer system, loss of data, or other harm that results from your access to or use of the Service, or any Content. We make no warranty that the Service will meet your requirements or be available on an uninterrupted, secure, or error-free basis. No advice or information, whether oral or written, obtained from Velocita or through the Service, will create any warranty not expressly made herein.

Links

The Service may contain links to third-party websites or resources. You acknowledge and agree that we are not responsible or liable for: (i) the availability or accuracy of such websites or resources; or (ii) the content, products, or Service on or available from such websites or resources. Links to such websites or resources do not imply any endorsement by Velocita of such websites or resources or the content, products, or Service available from such websites or resources. You acknowledge sole responsibility for and assume all risk arising from your use of any such websites or resources.

Disclaimer of Warranty

You acknowledge and agree that this Service may include certain errors, omissions, outdated information which may affect the quality of the Service. You acknowledge that the Content of the Service has not been independently verified or authenticated in whole or in part by Velocita, and agree that Velocita does not warrant the accuracy, completeness or timeliness of the content and further agree that Velocita has no liability for any errors or omissions in the content, whether provided by Velocita or its licensors.

VELOCITA, FOR ITSELF AND EACH OF ITS LICENSORS, MAKES NO REPRESENTATIONS, WARRANTIES, OR GUARANTEES AS TO THE QUALITY, SUITABILITY, TRUTH, ACCURACY, RELIABILITY, AVAILABILITY, TIMELINESS OR COMPLETENESS OF ANY INFORMATION OR MATERIAL CONTAINED ON THE SERVICE, INCLUDING WITHOUT LIMITATION, THE MATERIALS AND ANY THIRD PARTY CONTENT. VELOCITA DOES NOT WARRANT THAT YOUR USE OF THE SERVICE, OR THE OPERATION OR FUNCTION OF THE SERVICE, ANY COMPONENT THEREOF, OR ANY PRODUCTS OR SERVICE OFFERED IN CONNECTION THEREWITH, WILL BE UNINTERRUPTED OR ERROR FREE; OR THAT DEFECTS THEREWITH WILL BE CORRECTED; OR THAT THIS SERVICE OR ITS SERVER IS FREE OF VIRUSES OR OTHER HARMFUL ELEMENTS. UNLESS OTHERWISE EXPLICITLY STATED, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICE AND ANY INFORMATION OR MATERIAL CONTAINED ON THE SERVICE IS PROVIDED TO YOU ON AN "AS IS" AND "AS AVAILABLE" BASIS, AND IS FOR PERSONAL USE ONLY. ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS, ARE HEREBY DISCLAIMED.

Limitation of Liability

NEITHER VELOCITA NOR ANY OF ITS PARTNERS, AGENTS, AFFILIATES, THIRD PARTY PROVIDERS OR CONTENT PROVIDERS SHALL BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES) ARISING OUT OF OR RELATED TO THE USE OR ATTEMPTED OR LOSS OF USE OF THE SERVICE, OR ANY EXTERNAL WEB SITES LINKED TO THIS SERVICE, THE DELAY OR INABILITY TO USE THE SERVICE, THE PROVISION OF OR FAILURE TO PROVIDE SERVICE, INFORMATION OR PRODUCTS OBTAINED THROUGH THE SERVICE. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE SERVICE, OR WITH ANY OF THESE TERMS OF USE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE SERVICE. THIS SOLE AND EXCLUSIVE REMEDY IS SEPARATE AND INDEPENDENT OF ANY OTHER PROVISION THAT LIMITS VELOCITA LIABILITY OR YOUR REMEDIES. THE MATERIALS ON THE SERVICE, OR OTHERWISE, HOWEVER ARISING, WHETHER FOR BREACH OR IN TORT, EVEN IF VELOCITA WAS INFORMED OF THE POSSIBILITY OF SUCH DAMAGES. BECAUSE SOME STATES/JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

Indemnification

You agree to defend, indemnify, and hold harmless Velocita, its affiliates, officers, directors, employees, and agents from and against any claims, actions, liability, damages and/or demands, including, but not limited to, reasonable legal and accounting fees, made by any third party due to or resulting from (1) your use of the Service and/or; your connection to the Service; (2) your violation of the rights of others, these Terms, or any intellectual property or other right of any person or entity; or (3) any intellectual property infringement by any other user of your account, if an account has been assigned to you.

General

Velocita controls and operates this Service from its headquarters in Sunnyvale, California, USA and makes no representation that the Service or any Third Party Content on the Service are appropriate or will be available for use in locations other than the United States. If you use this Service you are entirely responsible for compliance with applicable local laws, including but not limited to the export and import regulations of other countries in relation to the Service. These Terms will be governed by California law and controlling United States federal law, without regard to the choice or conflicts of law provisions of any jurisdiction. You shall bring all disputes, actions, claims, or causes of action related to these Terms or in connection with this Service only in the federal and state courts located in Santa Clara County, California, USA.

These Terms are personal to you and you may not transfer, assign, or delegate these Terms to anyone without the express written permission of Velocita. Any attempt by you to assign, transfer, or delegate these Terms without the express written permission of Velocita shall be null and void. If any provision of these Terms is held by a court of competent jurisdiction to be contrary to law, then such provision(s) shall be construed, as nearly as possible, to reflect the intentions of the parties, with all other provisions remaining in full force and effect. The failure of Velocita to enforce any right or provision in these Terms shall not constitute a waiver of such right or provision unless acknowledged and agreed to by Velocita in writing. These Terms comprise the entire agreement between you and Velocita and supersede all prior or contemporaneous negotiations, discussions or agreements, if any, between the parties regarding the subject matter contained

herein.

Last updated: April 26, 2011

Velocita, Inc. 339 N Bernardo Ave, Suite 200, Mountain View, CA, 94043