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Service Level Agreement

Please read this Merchant "Merchant" and Sortprice ("Sortprice") agreement carefully before using the services offered by Sortprice INC ("Sortprice"). By clicking on the "I AGREE" checkbox and the "Submit" button, you agree to become bound by the terms and conditions of this agreement.

DEFINITIONS
 
"Merchant" - You, the merchant signing up for this service or any third party representing a merchant.
"Sortprice" or "The Sortprice Network" - Any website(s) that are owned and/or operated by Sortprice INC owned and operated services.
"Agreement" - This agreement including the insertion order.
"Insertion Order" - The document describing the service details.
"Service" - as described in the insertion order or invoice.
 
MERCHANT SITE
 
Merchant agrees that all information provided for use on Sortprice including all creative, titles, descriptions, images, trademarks, listings, abstracts, keywords, ad target options, domain names, content of ads, data, data feeds, content, and URLs will be updated to remain current and accurate by the merchant and will be the sole responsibility of the merchant. Merchant further agrees that Sortprice is not responsible for any aspect of Merchant's website or any other third party website that is represented on behalf of the Merchant.
 
REPRESENTATIONS AND WARRANTIES
 
Each party represents and warrants that: (a) it has sufficient authority to enter into this Agreement. (b) are legally authorized to act on behalf of the owner of such Site(s) for the purposes of this Agreement and the Service; and (c) has all necessary right, power and authority to enter into this Agreement and to perform the acts required.
 
CONFIDENTIALITY
 
Sortprice and Merchant agree to use reasonable efforts to protect Confidential Information of the other party, and in any event, to take precautions at least as great as those taken to protect its own confidential information of a similar nature. "Confidential Information" includes without limitation all Sortprice software, technology, materials, technical specifications, programming and documentation Merchant learns, develops or obtains that relate to the services or the Site, and any other information distributed in writing by Sortprice as "confidential" or any designation to the same effect. "Confidential Information" does not include information that has become publicly known through no breach by Merchant or information that has been (a) independently developed without access to Confidential Information as evidenced in writing; (b) rightfully received by Merchant from a third party legally entitled to make such disclosure; or (c) required to be disclosed by applicable laws or regulations. Merchant agrees not to disclose Sortprice "Confidential Information" without Sortprice's prior written consent.
 
INTELLECTUAL PROPERTY RIGHTS
 
Each party represents and warrants its own Intellectual Property Rights. Merchant agrees that Sortprice may use Merchant company name, logo and product information on presentations, marketing materials, press releases, customer lists, financial reports, web site listings or throughout The Sortprice Network websites. The Sortprice website, logo, design, text, graphics, data, technology and search technology are copyright protected by Sortprice Inc. Any use of Sortprice intellectual property must require written approval. All images, logos and promo banners listed on this site are copyright protected by their respective companies.
 
DISCLAIMER OF WARRANTIES
 
Merchant acknowledges and agrees that Sortprice is not responsible for the availability of  external sites or resources, and do not endorse and are not responsible or liable for any content, pictures, advertising, products, or other materials on or available from such sites or resources. Sortprice.com makes no warranties or representations whatsoever with regard to any product provided or offered by any Merchant, and Merchant acknowledges that any reliance on information, representations and warranties provided on Sortprice shall be at Merchant's own risk. Sortprice makes no guarantee regarding the level of impressions of or clicks on any Ad, the timing of delivery of such impressions and/or clicks under this Agreement.
 
ACCESS
 
Merchant agrees not use any automated means to manage or control the account with Sortprice. Such means may include robots, spiders, scripts or any other automated software except those means expressly made available by Sortprice. Merchant further agree that not to take any action that imposes an unreasonable or disproportionately large load on Sortprice's infrastructure.
 
FEES AND PAYMENTS
 
Merchant shall pay all applicable fees, as described in the Insertion Order. If Merchant has chosen the automatic program renewal option, Merchant authorizes Sortprice to automatically charge the credit card or charge card for the renewal of services. Sortprice shall have the right in its sole discretion to immediately remove the merchant from Sortprice for any charge-backs, late payments or any amounts due to Sortprice.
 
REFUNDS
 
If Merchant decides to terminate or cancel services with Sortprice, Merchant will receive a 50% prorated refund for the month(s) remaining on the merchant's account within thirty (30) days after cancellation or termination. Setup fees, long term discounts or any other discounts that may have been applied to the ("Insertion Order") are not refundable.
 
AUDIT
 
Merchant shall have the sole responsibility for the calculation of statistics and reporting, which may include numbers of Click-thrus, time of Click-thru, destination URL of each Click-thru and conversion rates. Sortprice may append a tracking code to the merchant URLs for tracking purposes upon written request.
 
DISPUTES
 
If Merchant disputes any payment(s) made under the Program, Merchant must notify Sortprice in writing within fifteen (15) days of any such payment; failure to notify Sortprice shall result in the waiver by Merchant of any claim relating to any such disputed payment and such charge will be final and not subject to challenge. In the event of any failure by Merchant to make payment, Merchant will be responsible for all reasonable expenses including legal fees incurred.
 
ELECTRONIC SIGNATURES EFFECTIVE
 
The Merchant acknowledges and agrees that the provisions related to electronic records, electronic transactions and electronic signatures shall be binding upon the parties in accordance with the Electronic Transactions Act 2000 and 2003. By selecting the "I Accept" check box Merchant accepts the terms of this agreement by electronic record and/or electronic signature.
 
TERM & TERMINATION
 
Either party may terminate this agreement at anytime and must provide prior written notice to the other party. At any time Sortprice reserves the right to suspend or remove merchants participation in any Program or part thereof, including removing merchant's ads, product listings and links if (a) Merchant does not provide updated product data or data feed information such as URLs or accurate product pricing or (b) if merchant receives multiple complaints from shoppers or (c) if Merchant violates any of the policies or guidelines in this agreement.
 
INDEMNIFICATION
 
Merchant shall indemnify, save and hold harmless Sortprice, its officers, employees, affiliates and agents from any and all liability, damage, cost and expense, including attorney fees, for injury, death, loss or damage of whatever nature including any suit brought by a third party arising out of products and services sold or offered by Merchant.
 
LIMITATION OF LIABILITY
 
YOU UNDERSTAND AND AGREE THAT SORTPRICE IS NOT LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, INCLUDING, BUT NOT LIMITED TO, ANY LOSS OF USE, LOSS OF PROFITS, LOSS OF DATA, LOSS OF GOODWILL, COST OF PROCUREMENT OF SUBSTITUTE SERVICES, OR ANY OTHER INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, HOWSOEVER CAUSED, AND ON ANY THEORY OF LIABILITY, WHETHER FOR BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY), OR OTHERWISE RESULTING FROM:
 
(1) THE USE OF, OR THE INABILITY TO USE, SORTPRICE SERVICES,
(2) THE COST OF PROCUREMENT OF SUBSTITUTE SERVICES, GOODS OR AND WEB SITES,
(3) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA,
(4) THE STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON OUR SITES,
(5) RELIANCE ON CONTENT OR POSTINGS ON OUR SITES, OR
(6) ANY OTHER MATTER RELATING TO OUR SITES OR SORTPRICE SERVICES.
 
THESE LIMITATIONS WILL APPLY WHETHER OR NOT SORTPRICE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOT WITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
 
FORCE MAJEURE
 
Neither party shall be liable to the other for any loss, injury, delay or damage whatsoever suffered or incurred by the other part due to causes beyond such party's control, including but not limited to, acts of God, strikes or other labor disturbances or third parties, war, acts of terrorism, sabotage and any other cause or causes, whether similar or dissimilar
 
GOVERNING LAW
 
The validity of this Agreement shall be governed by New York law (without reference to choice of law principles), except as to copyright patent and trademark matters, which are covered by federal laws.
 
 
INDEPENDENT CONTRACTORS
 
Sortprice and Merchant hereto acknowledge and agree that each is an independent contractor under this Agreement. Nothing in this Agreement shall be construed to create a franchise, joint venture, relationship of partners, or any other similar relationship between the parties.
 
AMENDMENTS
 
We reserve the right to amend these terms and conditions from time to time. Amendments will be effective immediately upon notification on this Web site. Your continued use of the Web site following such notification will represent an agreement by you to be bound by the terms and conditions as amended.

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44 Wall Street 12th Floor
New York NY 10005


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