User Agreement
Welcome to the UrbanMegamall.com Web site (the "Site"), provided by Persistent Enterprises LLC ("PE"), doing business as UrbanMegamall.com, (“UMM”). This Agreement contains the terms and conditions upon which you ("you," or "the user") may access the information and services available through the Site. By entering this site and viewing its contents, you indicate that you understand and intend this Agreement to be the legal equivalent of a signed, written contract, and equally binding. If you do not agree with the terms in this Agreement, you will exit the Site.
Our receipt of messages or directions from you through this Web site facility will in all events be treated as your messages and directions. You acknowledge and agree that whenever you click on "Accept," "I agree," "Submit" or other similarly worded button or entry field appearing now or in the future on the Web site with your mouse, keystroke or other computer device, your agreement or consent will be legally binding and enforceable and may be considered the legal equivalent of your handwritten signature.
1) Nature of Service - UMM is a Web-based resource tool that provides links to various online retailers. UMM also provides information regarding sales, coupons and other savings opportunities at various retailers.
2) Grant of License - This Agreement provides you with a personal, revocable, nonexclusive, nontransferable license to use the Site, conditioned on your continued compliance with the terms and conditions of this Agreement.
3) Intellectual Property Rights - All materials contained in the Site are protected by law, including but not limited to United States copyright, trade secret, and trademark law, as well as other state, national, and international laws and regulations. The contents of and all materials distributed in conjunction with the Site, including the graphical display of any Retailer information, are copyright (c) 2010 by UMM and/or its suppliers with all rights reserved. UMM also owns a copyright on the Site as a collective work and/or compilation, and in the selection, coordination, arrangement and enhancement of such content. Republication or citation of any information or any other content generated by the Site without written consent is expressly prohibited. You agree not to copy, modify, adapt, reproduce, translate, distribute, transmit, reverse engineer, decompile, or dissemble any aspect of the Site, with the following exception: You may display, print, and store one electronic copy of content provided by UMM for your personal use. You may not, without PE’s written permission, "mirror" or "frame" any material contained on this Site. UMM and all other names, logos, and icons identifying PE products and services are proprietary marks of PE, and any use of such marks without the expressed written permission of MPA is strictly prohibited. Unauthorized use of any material contained on this Site may violate copyright laws, trademark laws, trade secret laws, the laws of privacy and publicity, and communications regulations and statutes.
4) No Endorsements - UMM is reference service and does not recommend or endorse any particular Retailer or material offered by any Third-Party Vendor. UMM does not offer advice regarding the purchase, quality, service or pricing of any particular merchandise and or service and no information on the Site should be construed as such. PE EXPRESSLY DISCLAIMS ALL RESPONSIBILITY AND LIABILITY ARISING FROM YOUR USE OF OR RELIANCE ON THE SITE OR THE INFORMATION CONTAINED THEREIN AS A REFERENCE SOURCE, AND FOR ANY ADVICE, MERCHANDISE, MATERIALS OR SERVICES RENDERED BY ANY RETAILER OR THIRD PARTY VENDOR FEATURED ON THE SITE.
5) Retailer / Customer Relationship - You acknowledge and agree that UMM is only an intermediary that provides selected Retailer information to customers and potential customers. You agree to assume all responsibility in connection with choosing to enter into any interaction or agreement with any Retailer or Third Party Vendor found through the Site, whether or not you obtained information about such Retailer or Third Party Vendor Provider through the Site. PE assumes no responsibility or liability for any claims that may result directly or indirectly from the Retailer or Third Party Vendor and customer relationship.
6) Links to Other Sites - UMM may provide links, in its sole discretion, to other sites on the World Wide Web for the convenience of users in locating various merchandise, information and services. These sites have not been reviewed by UMM and are maintained by Retailer or Third Party over which UMM exercises no control, and accordingly UMM expressly disclaims any responsibility for the content, the accuracy of the information, and/or quality of products or services provided by or advertised on these Retailer or Third Party web sites. Moreover, these links do not imply, directly or indirectly, endorsement by or affiliation with any Retailer or Third Party or any web site, products or services provided by any Retailer or Third Party.
7) Advertisers on the Site - UMM, at its sole discretion, may post the advertisements of Retailers or Third Parties on this Site. Your correspondence or dealings with advertisers found on this Site are solely between you and such advertiser. You agree that UMM shall not be responsible for any loss or damage of any sort incurred as a result of any such dealings or as the result of the presence of such advertisers on this Site. Moreover, UMM shall not be responsible or liable for the statements or conduct of any Retailer or Third Party on this Site, including but not limited to advertisers.
8) Transactions With Third Parties - This Site allows you to purchase products and services directly from Retailers or Third-Party Vendors through links on the Site. UMM is not a party to any transaction between you and any Retailer or Third-Party Vendor. By using the Site, you acknowledge and agree that UMM and its affiliates shall have no liability for any cost, damage or harm arising directly or indirectly from (i) any products or services ordered through the Site (including, without limitation, delivery (or failure to deliver), quality, performance, compatibility, and suitability for a particular purpose); and (ii) any action or inaction of any Retailer or Third-Party Vendor. UMM makes no warranties or representations whatsoever regarding any product or service provided or offered by any Retailer or Third-Party Vendor, and you acknowledge that any reliance on representations and warranties provided by any Retailer or Third-Party Vendor shall be at your own risk. UMM EXPRESSLY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES REGARDING GOODS OR SERVICES YOU OBTAIN FROM RETAILERS OR THIRD-PARTY VENDORS AND YOU AGREE TO LOOK SOLELY TO SUCH RETAILERS OR THIRD-PARTY VENDORS FOR ALL CLAIMS REGARDING SUCH GOODS AND SERVICES.
9) Payments to Retailers or Third Parties - Payment for products and services offered by Retailers or Third-Party Vendors on this Site can be made either via the Internet (either by transmitting credit card information via the Internet and/or electronic funds transfer), or by other methods. You agree that UMM cannot guarantee that any form of payment via the Internet is secure or that an outside party will not be able to access or intercept such payment information. If you have concerns about payment via the Internet, you should use an alternative means of payment. You acknowledge and agree that UMM will have no liability for failure of any electronic payment system offered by Retailers or Third-Party Vendors accessible through the Site.
10) Retailer or Third-Party Content - Certain materials from Retailers or Third-Party Vendors, including but not limited to product or service information, product reviews, news, data, research, analysis, and opinions, may be made available as part of the Site or through links from the Site. UMM makes no representation with respect to, nor does it guarantee or endorse the accuracy, completeness, timeliness, reliability, or correct sequencing of, such Retailer or Third-Party Vendor content. Likewise, UMM does not endorse, oppose or edit any opinion or analysis expressed by a Retailer or Third-Party Vendor. UMM expressly disclaims responsibility and liability for materials and information provided by Retailer or Third-Party Vendors.
11) Privacy Policy - UMM considers protecting a user's personal data to be important, and has developed a Privacy Policy outlining UMM's personal data collection and use practices, which is incorporated by reference as if set forth in its entirety herein. Please refer to it for complete information.
12) Permission to Use Your Submissions - By transmitting or posting any suggestions, information, material, or other content to UMM, you automatically grant UMM the royalty-free, perpetual, irrevocable, nonexclusive right and license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, redistribute, transmit, perform and display such content (in whole or part) worldwide and/or to incorporate it in other works in any form, media, or technology now known or later developed for the full term of any rights that may exist in such content. Further, UMM is free to use any ideas, concepts, know-how, techniques, and suggestions contained in any communications you send to this Site for any purpose whatsoever, including but not limited to creating, manufacturing, and marketing products and/or services using such information.
13) Confidentiality on the Internet - Use of the Internet is solely at your own risk and is subject to all applicable local, state, national, and international laws and regulations. While UMM has endeavored to create a secure and reliable Site, please be advised that the confidentiality of any communication or material transmitted to UMM over the Internet cannot be guaranteed. Consequently, UMM and its affiliates are not responsible for the security of any information transmitted via the Internet, the accuracy of the information contained on the Site, or for the consequences of any reliance on such information. You must make your own determination as to these matters. To ensure private and personalized attention, you can write to UMM at: Persistent Enterprises LLC, PO Box 1942, Burnsville, MN 55337.
14) Security of the Site - Actual or attempted unauthorized use of the Site may result in criminal and/or civil prosecution. For your protection, UMM reserves the right to view, monitor, and record activity on the Site without notice or permission from you. Any information obtained by monitoring, reviewing, or recording may be subject to review by law enforcement organizations in connection with investigation or prosecution of possible criminal activity on the Site. UMM also will comply with all court orders involving requests for such information.
16) Changes in Service - While UMM endeavors to provide the most accurate, up-to-date information available, the data and materials on the Site may contain technical inaccuracies or typographical errors, and may be changed or updated without notice. UMM will not be liable or responsible for any such inaccuracies, errors, changes, or updates. UMM also reserves the right to change and/or discontinue its currently provided services at any time for any reason.
17) LIMITATION OF LIABILITY AND WARRANTY - USE OF THE SITE IS ENTIRELY AT YOUR OWN RISK. NEITHER PE NOR ITS AFFILIATES ARE RESPONSIBLE FOR THE CONSEQUENCES OF OR RELIANCE ON ANY INFORMATION CONTAINED IN OR SUBMITTED TO THE SITE, OR PRODUCTS OR SERVICES OBTAINED THROUGH THE SITE, AND THE RISK OF INJURY FROM THE FOREGOING RESTS ENTIRELY WITH YOU. PE EXPRESSLY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES REGARDING SEPARATE AGREEMENTS YOU MAY MAKE WITH RETAILERS AND THIRD PARTY VENDORS, AND YOU AGREE TO LOOK SOLELY TO SUCH RETAILERS OR THIRD PARTY VENDORS FOR ANY AND ALL CLAIMS ARISING OUT OF SUCH AGREEMENTS AND/OR GOODS OR SERVICES PROVIDED BY SUCH PARTIES.
THE UMM SITE IS PROVIDED "AS IS," WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING WITHOUT LIMITATION: (1) ANY WARRANTIES CONCERNING THE AVAILABILITY, ACCURACY OR CONTENT OF INFORMATION, PRODUCTS, SERVICES OR RESULTS; AND (2) ANY WARRANTIES OF TITLE OR WARRANTIES OF MERCHANTABILITY FOR A PARTICULAR PURPOSE. UMM MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESSED OR IMPLIED, THAT USING THE SITE WILL ASSIST YOU IN ANY WAY, WHETHER TO LOCATE A RETAILER OR FOR ANY OTHER PURPOSE. UMM DOES NOT WARRANT OR REPRESENT THAT (A) THE SITE CONTAINS ALL RELEVANT DATA; OR (B) THE INFORMATION ON THE SITE IS ACCURATE AND COMPLETE.
NEITHER PE NOR ITS AFFILIATES NOR ANY OF THEIR RESPECTIVE EMPLOYEES, AGENTS, DIRECTORS, EMPLOYEES, PROPRIETORS, PARTNERS, REPRESENTATIVES, SHAREHOLDERS, SERVANTS, ATTORNEYS, PREDECESSORS, SUCCESSORS AND ASSIGNS WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES (INCLUDING BUT NOT LIMITED TO LOST PROFITS AND DAMAGES THAT RESULT FROM INCONVENIENCE, DELAY, OR LOSS OF USE OF THE SERVICES PROVIDED AT THE SITE) ARISING OUT OF USE OF THE SITE, THE INFORMATION CONTAINED ON THE SITE, ARRANGEMENTS MADE BASED ON INFORMATION OBTAINED AT THE SITE, OR PRODUCTS OR SERVICES OBTAINED THROUGH THE SITE, EVEN IF PE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES. NOTWITHSTANDING THE FOREGOING, THE TOTAL LIABILITY OF PE (AND THE PARTIES REFERENCED ABOVE IN THIS PARAGRAPH) ASSOCIATED WITH ANY CLAIM ARISING DIRECTLY OR INDIRECTLY FROM THE SITE FOR ANY REASON WHATSOEVER SHALL BE LIMITED TO THE COST OF ACCESSING THE SITE, IF ANY.
BECAUSE SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. YOU HEREBY ACKNOWLEDGE THAT THE PROVISIONS OF THIS SECTION 17 WILL APPLY TO YOUR USE OF THE SITE, ALL CONTENT AND INFORMATION CONTAINED IN THE SITE, ALL ARRANGEMENTS MADE BASED ON INFORMATION OBTAINED AT THE SITE, AND ALL PRODUCTS OR SERVICES OBTAINED THROUGH THE SITE.
18) Indemnity - You agree to defend, indemnify, and hold harmless PE and its affiliates and all of their respective employees, agents, directors, officers, employees, proprietors, partners, representatives, shareholders, servants, attorneys, predecessors, successors, and assigns, from and against any and all claims, proceedings, damages, injuries, liabilities, losses, costs, and expenses (including reasonable attorneys' fees and litigation expenses), relating to or arising from your use of the Site, any arrangements you make based on information obtained at the Site, any products or services obtained through the Site, and any breach by you of this Agreement.
19) Term and Termination - This Agreement will take effect at the time you enter and begin using the Site. UMM reserves the right at any time to deny you access to the Site or any portion thereof, and to terminate this Agreement.
20) Governing Law - This Agreement has been made in and will be construed and enforced in accordance with Minnesota law, as applied to agreements entered into and completely performed in Minnesota. Any action to enforce this Agreement will be brought in the federal or state courts presiding in Dakota Country, Minnesota, U.S.A., and both parties expressly agree to be subject to the jurisdiction of such courts. This Site is controlled and operated by PE from its offices within the United States. PE makes no representation that materials in the Site are appropriate or available for use in other locations, and access to them from territories where their contents are illegal is prohibited. Those who choose to access this Site from other locations do so on their own volition and are responsible for compliance with applicable local laws.
21) Acceptance and Enforcement of the Agreement – In accessing the Site you represent and acknowledge that you have read this Agreement, understand its terms, and agree and intend to be legally bound by it. You acknowledge that, in providing you access to and use of the Site, UMM has relied on your agreement to be bound by the terms of this Agreement. Failure to insist on strict performance of any term of this Agreement will not operate as a waiver of any subsequent default or failure of performance. No waiver of any term of this Agreement will be valid unless in writing and acknowledged in writing or electronically by both parties. If any portion of this Agreement is adjudged invalid or unenforceable by a court of competent jurisdiction, the remaining portions will remain valid, enforceable, and carried into effect. No joint venture, partnership, employment, or agency relationship exists between you and PE as a result of this Agreement or your use of the Site. Any rights not expressly granted herein are reserved. This Agreement, UMM's Privacy Policy and other policy agreements listed on specific sections of this Site constitute the entire agreement between you and PE with respect to your use of the Site, and shall supersede any and all prior understandings or agreements between the parties, whether written or oral.
Updated: 04/28/2010
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