Terms of Use

Shopicat.com (operated by Shopicat Inc.) (the "Company") permits use of this website or any other websites under its operation and control (collectively, the "Site") conditioned on your acceptance without modification of the terms, conditions, and notices contained herein (the "Terms"). The Privacy Policy on the Site governs personal information the Company collects through the Site and is incorporated into these Terms. To the extent the provisions of the Privacy Policy conflict with these Terms, these Terms shall govern.

THE SITE IS AVAILABLE ONLY TO INDIVIDUALS AND ENTITIES THAT CAN FORM LEGALLY BINDING CONTRACTS UNDER APPLICABLE LAW. WITHOUT LIMITING THE FOREGOING, THE SERVICES OFFERED ON THE SITE ARE NOT AVAILABLE TO MINORS.

ACCESS TO THIS SITE (OR PORTIONS THEREOF) AND THE USE OF INFORMATION, MATERIALS, PRODUCTS, OR SERVICES PROVIDED THROUGH THIS SITE (OR PORTIONS THEREOF) IS NOT INTENDED, AND IS PROHIBITED, WHERE SUCH ACCESS OR USE VIOLATES APPLICABLE LAWS OR REGULATIONS.

BY ACCESSING OR USING THE SITE IN ANY WAY, YOU EXPRESSLY AGREE TO AND ARE LEGALLY BOUND BY THESE TERMS OF USE. IF YOU DO NOT AGREE TO THE TERMS, CEASE USING THE SITE IMMEDIATELY.

1. MODIFICATION OF THESE TERMS

The Company reserves the right in its sole discretion to change, modify, add, or remove the terms, conditions, and notices under which the Site is offered. It is your responsibility to check periodically for any changes we may make to these Terms. Your continued use of the Site following the effective date of changes to these Terms or other policies means you accept and consent to the changes. These Terms may not be modified except by revised Terms posted by the Company on the Site or a written amendment signed by an authorized representative of the Company. A revised Terms of Use will be effective as of the date it is posted.

2. NO UNLAWFUL OR PROHIBITED USE

As a condition of using the Site, you warrant that you will not use the Site for any purpose that is unlawful or prohibited by these Terms, conditions, and notices. You will comply with all applicable laws, including, but not limited to, privacy laws, intellectual property laws, export control laws, and regulatory requirements. You further warrant that you will take immediate action should you gain knowledge of any unlawful use of the Site.

You will use the Site in a professional manner, and you may not use the Site in any manner that could damage, disable, overburden, or impair the Site or interfere with any other party’s use and enjoyment of the Site. You may not obtain or attempt to obtain any materials or information through any means not intentionally made available or provided through the Site.

In the event you gain access to information or material not intended to be accessed by you, you agree that you will immediately notify us and destroy all copies of such information in your possession and not forward such information to any third parties. For this notice, you may contact us through the channels provided on the Site.

You further agree you will not:

Use of Automated Tools

Use any robot, spider, other automatic device, or manual process to monitor or copy the Site or the contents or information contained therein;

Interference

Use any device, software, or routine to interfere or attempt to interfere with the proper working of the Site or any transaction being conducted through the Site;

Unauthorized Copying or Modification

Mirror, copy, reproduce, alter, modify, create derivative works, or publicly display any content (except for any information in which you have an ownership interest) from the Site without our prior express written consent or the appropriate third party;

Data Mining

Frame, scrape, data-mine, extract, or collect the content of the Site in any form or manner;

Malicious Software

Provide information to us that contains any viruses, Trojan horses, worms, time bombs, cancelbots, or other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept, or expropriate any system, data, or information;

Intellectual Property Violations

Upload files that contain software or other material protected by intellectual property laws (or by rights of privacy or publicity) unless you own or control the rights thereto or have received all necessary consents;

Defamation and Harassment

Defame, abuse, harass, stalk, threaten, or otherwise violate the legal rights (such as rights of privacy and publicity) of others;

Personal Information Harvesting

Seek to obtain sensitive or personally identifiable information from other users of the Site; or

Liability Creation

Create liability for us or cause us to lose (in whole or in part) the services of our ISPs or other suppliers.

3. INFORMATION POSTED ON OR TRANSMITTED THROUGH THE SITE

By submitting material or content to the Company, including feedback and suggestions ("Submissions"), you automatically ｇｒａｎｔ, or warrant that the owner of such material has expressly granted the Company, the royalty-free, worldwide, perpetual, irrevocable, non-exclusive right and license to use, reproduce, modify, adapt, publish, display, edit, translate, and distribute such material and content (in whole or in part) or incorporate it in other works in any form, media, or technology now known or hereafter developed. You also permit any other user of the Site to access, view, store, or reproduce the material or content for that user's personal use. Without limitation of the foregoing, the Company shall be entitled to unrestricted use of the Submissions for any purpose without compensation to the provider of the Submissions and shall not be liable for any use or disclosure of any Submissions. The Company is under no obligation to post or use any Submission you may provide and may in its sole discretion remove any Submission at any time, for any reason, without notice to you.

Any personal data provided to the Company in connection with the use of the Site will be processed in accordance with the Site’s Privacy Policy. You agree that the Company is not responsible for the content, quality, or accuracy of information you provide. You further represent and warrant that you will abide by all applicable data protection laws regarding personal information submitted to the Site, including obtaining any necessary consents or authorizations prior to submitting personal data.

You agree not to post or transmit any unlawful, threatening, libelous, defamatory, obscene, pornographic, or profane material or content or any material or content that could constitute or encourage conduct that would be considered a criminal offense or violation of any law. Without limitation, your use of the Site shall not be for the purpose of exploiting, harming, or attempting to exploit or harm minors in any way by exposing them to inappropriate content, asking for personally identifiable information, or otherwise.

4. DISCLAIMERS AND LIMITATION OF LIABILITY

The Site and the materials located on or through the Site are provided for informational purposes only, with the understanding that by providing these materials, the Company is not engaged in the rendering of any professional advice or service. The information or materials contained in or through the Site are based upon sources believed to be accurate and reliable; however, we make no representation or warranty as to the accuracy, completeness, or timeliness of the information or materials. The information and material on this Site should not be relied upon or used as a basis for making significant decisions without consulting primary or more accurate, more complete, or timelier sources of information. Any reliance on the information or material on this Site is at your own risk.

THE INFORMATION, SOFTWARE, PRODUCTS, AND SERVICES INCLUDED IN OR AVAILABLE THROUGH THE SITE MAY INCLUDE INACCURACIES, TYPOGRAPHICAL ERRORS, OR OMISSIONS. CHANGES ARE PERIODICALLY ADDED TO THE INFORMATION HEREIN. WE MAY MAKE IMPROVEMENTS AND/OR CHANGES IN THE SITE AT ANY TIME. WE ARE NOT RESPONSIBLE FOR ANY TYPOGRAPHICAL, PHOTOGRAPHIC, TECHNICAL, PRODUCT AND SERVICE DESCRIPTION, OR PRICING ERRORS LISTED ON OUR SITE.

WE MAKE NO REPRESENTATIONS ABOUT THE SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS, AND ACCURACY OF INFORMATION, SOFTWARE, PRODUCTS, SERVICES, AND RELATED GRAPHICS CONTAINED ON THE SITE FOR ANY PURPOSE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ALL SUCH INFORMATION, SOFTWARE, PRODUCTS, SERVICES, AND RELATED GRAPHICS ARE PROVIDED "AS IS" WITHOUT WARRANTY OR CONDITION OF ANY KIND.

TO THE MAXIMUM EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NONINFRINGEMENT, DESIGN, ACCURACY, CAPABILITY, SUFFICIENCY, SUITABILITY, CAPACITY, COMPLETENESS, AVAILABILITY, COMPATIBILITY, OR ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE COVERED PARTIES BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL DAMAGES, OR ANY DAMAGES WHATSOEVER INCLUDING WITHOUT LIMITATION (I) ANY ERRORS IN OR OMISSIONS IN PROVIDING THE SITE OR THE CONTENT AVAILABLE THEREIN, (II) THE UNAVAILABILITY OR INTERRUPTION OF THE SITE OR ANY FEATURES THEREOF OR CONTENT, (III) USE OF THE SITE OR CONTENT, (IV) THE LOSS, DAMAGE, OR CORRUPTION OF ANY DATA OR EQUIPMENT IN CONNECTION WITH THE SITE OR CONTENT, (V) THE ACCURACY OR COMPLETENESS OF THE SITE OR CONTENT, OR (VI) ANY DELAY OR FAILURE IN PERFORMANCE BEYOND THE REASONABLE CONTROL OF THE COVERED PARTIES, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE, EVEN IF THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF 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.

For the purposes of this clause, "Covered Parties" means (A) the Company and any partner, member, officer, director, employee, subcontractor, vendor, agent, affiliate, successor, or assign of the Company; and (B) each third-party supplier or licensor of content, their affiliates, and any partner, member, officer, director, employee, subcontractor, agent, successor, or assign of any such third-party supplier or licensor or any of their affiliates; and "Content" shall include all content, information, assessments, services, and software provided on or through the Site. Each Covered Party is a third-party beneficiary of this provision. The foregoing notwithstanding, this section does not limit in any way any claims under the indemnifications granted to the Company and the Company Indemnified Parties under the "Indemnification" section.

You agree that we are not responsible or liable in any way for injury, loss, or damage to your computer or interception or use of credit card or payment information, related to or resulting from use of the Site or any sites, services, or materials linked or related thereto or therefrom and also are not responsible or liable in any way for any injury, loss, claim, or damage relating to or resulting from any part of the Site operating or not operating on computers or networks used by you or communicating with such computers or networks.

If a secondary party may have access to or view Company content on your computer or mobile device, you are solely responsible for informing such party of all disclaimers and warnings in these Terms.

5. PAYMENTS

To the extent that you access external websites through our Site, or through a link on our Site for the purpose of payment processing, those entities may have their own terms, conditions, privacy policies, data collection, and use and disclosure practices.

6. CANCELLING ORDERS

We reserve the right to cancel or modify purchases, orders for services, or enrollment in activities and promotions when we reasonably believe that a customer has engaged in fraudulent or inappropriate activity or under other circumstances where it appears that the purchases or reservations contain or resulted from a mistake or error.

7. ACCOUNTS

If you create an account, you are solely responsible for maintaining the confidentiality of your account and password and maintaining your account privacy settings. You agree to accept responsibility for all activities that occur under your account or password.

8. AVAILABILITY OF THE SITE

The Site may not be available in your country. We make no representation that the Site is appropriate or available for use in a particular location. Those who choose to access the Site do so on their own initiative and are responsible for compliance with local laws, if and to the extent local laws are applicable.

If use of the Site and/or viewing or use of any material or content therein violates or infringes any applicable law in your jurisdiction(s), you are not authorized to view or use the Site and must exit immediately. Your viewing and/or use of the Site constitutes your representation that you are unconditionally and without limitation permitted to view and use the Site and the Company and its affiliates, and their owners, partners, subsidiaries, officers, each of such person’s or entities’ directors, employees, contractors, agents, licensors, and suppliers (collectively, the "Indemnified Parties") may rely upon such representation.

9. COPYRIGHT, TRADEMARKS, DMCA NOTICE

All materials and content contained in the Site (including but not limited to the text, graphics, logos, button icons, images, audio clips, digital downloads, data compilations, and software), and the software itself, are copyrighted materials belonging exclusively to the Company or its content suppliers and are protected by United States and international copyright law. The Company enforces its copyright interests to the fullest extent permitted under the law and shall seek civil and criminal remedies where appropriate. You do not acquire ownership rights when viewing this Site. You may not use, copy, distribute, display, publish, transmit, or create derivative works of any content or material on this Site.

The trademarks, logos, and service marks (collectively the "Trademarks") displayed on the Site are registered and unregistered Trademarks of the Company, our affiliates, or other third parties. Nothing contained on the Site should be construed as granting, by implication, estoppel, or otherwise, any license or right to copy, redistribute, publish, or otherwise use any Trademark displayed on the Site without our written permission or the permission of the third party that may own the Trademarks displayed on the Site. Any rights not expressly granted herein are reserved.

The Company respects the intellectual property rights of third parties. The Company responds to notices of alleged copyright infringement according to the Digital Millennium Copyright Act ("DMCA") at 17 U.S.C. § 512 et seq. Regardless of whether or not the Company believes that it is liable for any copyright infringement for which we are provided notice, the Company’s response may include removing or disabling access to material claimed to be the subject of infringing activity and/or terminating an individual’s access to the Site, in the Company’s sole discretion and operating within the parameters of the DMCA.

DMCA Notification

If you believe that your work has been copied in a manner that constitutes copyright infringement, please contact us with the following information:

Your name, address, telephone number, and email address;

A description of the copyrighted work that you claim has been infringed;

A description of the allegedly infringing material and where it is located on the Site;

A statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agents, or the law;

A statement by you under penalty of perjury that your notice is accurate, that you are the copyright owner, or that the copyright holder has authorized you to act on its behalf; and

Your written or electronic signature attesting to the above.

DMCA Counter-Notification

If your content has been removed from the Site in response to the Company’s receipt of a DMCA Notification as outlined above, and you believe the removal was inappropriate, you may submit a DMCA Counter-Notification by contacting us using the information above with the following information:

Your name, address, telephone number, and email address;

A statement that you consent to the jurisdiction of the Federal District Court for the judicial district in which your address is located, or if your address is outside of the United States, for any judicial district for which jurisdiction for the Company would be appropriate, and that you will accept service of process from the person who submitted the DMCA notification or an agent of such person;

A description of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access to it was disabled;

A statement by you under penalty of perjury that you have a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material to be removed or disabled; and

Your written or electronic signature attesting to the above.

10. INDEMNIFICATION

You agree to indemnify, defend, and hold harmless the Company and its affiliates, and their owners, partners, subsidiaries, officers, each of such person’s or entities’ directors, employees, contractors, agents, licensors, and suppliers (collectively, the "Indemnified Parties"), from and against any and all allegations, demands, claims, liabilities, damages, fines, losses, expenses, penalties, or costs of whatsoever nature, including reasonable attorneys’ fees and court costs, and whether by reason of death of or injury to any person or loss of or damage to any property or otherwise ("Claims") arising or resulting in any way from any violation of these Terms, your use or activity on the Site, or any related act or failure to act by you and whether or not occasioned or contributed to by the negligence of the Company or any agent or employee of the Indemnified Parties or any of them (except as and to the extent prohibited by applicable law) or Claims arising from your account, including, without limitation, any Claims related to infringement by you of the intellectual property rights of any person, including without limitation, copyright, patent, trade secret, trademark, artist rights, droit moral, privacy, publicity, or rights under other intellectual property laws.

Without limiting the foregoing, if you cause technical disruption of the Site or the systems transmitting the Site to you or others, you agree to be responsible for any and all losses, liabilities, expenses, damages, and costs, including reasonable attorneys’ fees and court costs, arising or resulting from that disruption. In the event that any Claim is made or any action or proceeding is brought against the Indemnified Parties, or any of them, arising out of or connected with the Terms, any such Indemnified Party may, by reasonable notice to you, require you, at your expense, to resist such Claim or take over the defense of any such action or proceeding and employ counsel for such purpose, such counsel to be subject to the prior written approval of such Indemnified Party, which approval shall be deemed to have been given hereby in the case of counsel acting for your insurance underwriters engaged in such resistance or defense. You shall cooperate with us in the defense of any Claim. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you.

11. ARBITRATION AND WAIVER OF CLASS ACTIONS AND JURY TRIALS

EXCEPT AS THE TERMS OTHERWISE PROVIDE, YOU AGREE THAT ALL DISPUTES BETWEEN YOU AND THE COMPANY WILL BE RESOLVED BY BINDING INDIVIDUAL ARBITRATION AND THAT YOU WAIVE YOUR RIGHT TO BRING OR PARTICIPATE IN ANY CLASS, COLLECTIVE, OR OTHER REPRESENTATIVE ACTION.

Arbitration

Arbitration uses a neutral arbitrator to resolve a dispute instead of a judge or jury. It results in a final and binding decision that is subject to limited appellate review. By agreeing to arbitration, you waive the right to resolve your dispute through other available processes such as court or an administrative proceeding. An arbitrator must honor the provisions of these Terms and can generally award the same damages and relief a court can award under the law, including declaratory or injunctive relief. Certain rights that you might have in court, such as access to discovery, may be unavailable or limited in arbitration.

Any dispute, controversy, or claim between you and the Company, its agents, employees, officers, directors, principals, successors, assigns, subsidiaries, or affiliates (collectively for purposes of this section, "Company") arising out of or relating to the Terms, the Site, or the Company’s products or services (collectively "Dispute") shall be settled by final and binding arbitration.

Any arbitration will be held before a single neutral arbitrator and will be governed by the Consumer Arbitration Rules and the Consumer Due Process Protocol (collectively, "AAA Rules") of the American Arbitration Association ("AAA") as currently in effect, and as modified by these Terms, and will be administered by the AAA. You can find the AAA Rules online at https://www.adr.org/consumer and you can contact AAA at 877-495-4185, casefiling@adr.org, or American Arbitration Association Case Filing Services, 120 Broadway, Floor 21, New York, NY 10271 (the "AAA Notice Address").

All Disputes shall be governed by the laws of the State of California, without regard to principles of conflict of laws. If there is a conflict between the AAA Rules and this arbitration clause, the arbitrator shall resolve such conflicts so as to preserve the parties’ mutual obligation to arbitrate claims on an individual basis.

Process

You agree to first try to resolve the Dispute informally by contacting us. If the Dispute is not resolved within 60 days of submission, you agree that you or the Company may initiate arbitration.

Notwithstanding the foregoing, in lieu of arbitration:

You or the Company may assert a claim in small claims court in the United States if your claim qualifies, provided that it is brought and maintained solely as an individual claim; and

You or the Company may assert a claim in court to enjoin infringement or other misuse of intellectual property rights.

The arbitrator shall have sole authority to and shall address all claims or arguments by both parties, concerning the formation, legality, and enforceability of this arbitration clause, the scope of this arbitration clause, and the arbitrability of any claim or issue arising between you and the Company.

To initiate the arbitration process, contact us with a request for arbitration and a description of your claim. You may also send a copy to the AAA online at https://www.adr.org. The AAA’s rules govern payment of all filing, administration, and arbitrator fees. Each party shall bear its own costs and expenses and an equal share of the arbitrators’ and administrative fees of arbitration.

Arbitration may be conducted at a location that is reasonably convenient for you. Upon request of either party, the arbitration shall be conducted via telephone to the extent permitted by the AAA Rules. The arbitrator will follow these Terms and the award will be final and binding. At the conclusion of arbitration, the arbitrator shall issue a written decision explaining the basis for the award. Any awarded relief shall not exceed what is allowed by applicable law and the Terms. The parties agree that any declaratory or injunctive award may be vacated or corrected on appeal by either party to a court of competent jurisdiction for an error of law or legal reasoning. The parties shall bear their own costs and fees for any appeal. Judgment on any arbitration award may be entered in any court of competent jurisdiction. Except as may be required by law, neither a party nor an arbitrator may disclose the existence, content, or results of any arbitration hereunder without the prior written consent of both parties.

You agree that this arbitration section shall apply to any dispute or claim with other parties arising out of or relating to the Terms or the Site, including the determination of the scope or applicability of this section, regardless of the date of accrual, except that you or any such third parties may take claims to small claims court if they qualify for hearing by such a court.

Except as may be required by law, neither a party nor an arbitrator may disclose the existence, content, or results of any arbitration hereunder without the prior written consent of both parties.

If for any reason this arbitration clause is deemed inapplicable or invalid, you and we both waive, to the fullest extent allowed by law, any claims to recover punitive or exemplary damages.

Jury Trial and Class Action Waiver

IF FOR ANY REASON A DISPUTE OR CLAIM MAY PROCEED IN COURT RATHER THAN IN ARBITRATION, EACH PARTY TO THESE TERMS IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THESE TERMS OR THE SITE (WHETHER BASED ON CONTRACT, TORT, OR ANY OTHER THEORY), UNLESS SUCH WAIVERS ARE UNENFORCEABLE.

Except as the Terms otherwise provide, you waive the right to a trial by jury and to the litigation of disputes in state or federal courts of general jurisdiction. You also agree that you may only resolve Disputes with the Company on an individual basis and may not assert a claim as a plaintiff or a class member in a class action, class-wide arbitration, consolidated or representative action, and expressly waive your right to file a class action or seek relief on a class basis.

The arbitrator may award declaratory or injunctive relief to you only on an individual basis and only to the extent necessary to provide relief warranted by the individual claim. Other rights that you would have if you went to court, such as access to discovery, also may be unavailable or limited in arbitration.

Other

If any portion of this ARBITRATION AND WAIVER OF CLASS ACTION clause is determined by a court to be inapplicable or invalid, the remainder of the clause shall still be given full force and effect.

To the extent that any other provision of the Terms is found to be inconsistent with rights, duties, and requirements of this ARBITRATION AND WAIVER OF CLASS ACTION clause, or where the application of such a provision would change or render unenforceable any part of this arbitration clause, such provision shall be null and void and the terms of this ARBITRATION AND WAIVER OF CLASS ACTION clause shall control.

IF YOU ARE A RESIDENT OF A JURISDICTION THAT REQUIRES A SPECIFIC STATEMENT REGARDING RELEASE, THEN THE FOLLOWING APPLIES. FOR EXAMPLE, CALIFORNIA RESIDENTS MUST, AS A CONDITION OF THESE TERMS, WAIVE THE APPLICABILITY OF CALIFORNIA CIVIL CODE SECTION 1542, WHICH STATES, "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY." YOU HEREBY WAIVE THIS SECTION OF THE CALIFORNIA CIVIL CODE. YOU HEREBY WAIVE ANY SIMILAR PROVISION IN LAW, REGULATION, OR CODE THAT HAS THE SAME INTENT OR EFFECT AS THE AFOREMENTIONED PROVISION.

ANY CAUSE OF ACTION ARISING UNDER THESE TERMS MUST BE BROUGHT WITHIN ONE (1) YEAR OF THE DISCOVERY OF THE CLAIM; ANY CLAIM NOT BROUGHT WITHIN ONE YEAR SHALL BE ABANDONED FOREVER.

12. TERMINATION/ACCESS RESTRICTION

The Company reserves the right, in its sole and absolute discretion, to terminate your access to the Site or any portion thereof at any time, without notice to you, should you be found in violation of any of the Terms. This includes, but is not limited to, instances where you may show disregard for the Terms or act in an unacceptable manner, with the intent to annoy, abuse, threaten, or harass any other person, or in any other disruptive manner.

13. RIGHT TO CANCEL OR SUSPEND USE OF SERVICES

The Company reserves the right to withdraw or amend this Site, and any service, material, or content we provide on the Site, in our sole discretion without notice. We will not be liable if for any reason all or any part of the Site is unavailable at any time or for any period. If for any reason any portion of the Site is not capable of running as planned, including infection by computer virus, bugs, tampering, unauthorized intervention, fraud, technical failures, or any other causes beyond our reasonable control which corrupt or affect the administration, security, fairness, integrity, or proper conduct of the Site, the Company reserves the right (but does not assume the obligation), in its sole and absolute discretion, to prohibit you and any other individual or entity from using the Site and to cancel, terminate, modify, or suspend the Site or any portion thereof and void such information.

14. GENERAL TERMS

The following general terms apply to you and your use of the Site:

You agree that no joint venture, partnership, employment, or agency relationship exists between you and the Company as a result of these Terms or use of the Site.

Our performance of these Terms is subject to existing laws and legal process, and nothing contained in these Terms is in derogation of our right to comply with governmental, court, and law enforcement requests or requirements relating to your use of the Site or information provided to or gathered by us with respect to such use.

If any part of these Terms is determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of these Terms shall continue in effect.

The provisions of the following sections: No Unlawful or Prohibited Use, Disclaimers and Limitation of Liability, Copyright and Trademarks, Arbitration and Waiver of Class Actions and Jury Trials, and Indemnification, together with any other rights and obligations which by their nature are reasonably intended to survive such termination, will survive any termination of these Terms.

Unless otherwise specified herein or agreed to by the user, these Terms constitute the entire agreement between the user and the Company with respect to the Site and it supersedes all prior or contemporaneous communications and proposals, whether electronic, oral, or written, between the user and the Company with respect to the Site. A printed version of these Terms and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to these Terms to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.

The Terms are binding upon and shall inure to the benefit of both parties and their respective successors, heirs, executors, administrators, personal representatives, and permitted assigns. You may not assign these Terms without the Company’s prior written consent. No third party shall have any rights hereunder.

15. GOVERNING LAW

To the maximum extent permitted by law, these Terms are governed by the laws of the State of New York, United States. Any action at law or in equity arising out of or relating to the Terms shall be filed only in the United States District Court for the Southern District of New York or the courts of the State of New York located in New York County. You hereby consent and submit to the personal jurisdiction of such courts for the purposes of litigating any such action.

Use of the Site is unauthorized in any jurisdiction that does not give effect to all provisions of these terms and conditions, including without limitation this paragraph.

16. NOTICES

You consent to receive all communications including notices, agreements, disclosures, or other information from the Company electronically. The Company may provide all such communications by email or by posting them on the Site. Nothing herein shall limit the Company’s right to object to subpoenas, claims, or other demands.

17. HOW TO CONTACT US

If you have any questions regarding these Terms, please contact us through the "Contact Us" page on the Site or by email at legal@shopicat.com.