(1.) Acceptance of the Terms and Conditions.
(1.2) You understand and agree that we may change this Agreement at any time without prior notice. You may read a current, effective copy of this Agreement at any time by selecting the “Terms and Conditions” link on the Response website (the “Site”). The revised Agreement will become effective at the time of posting. Any use of the Service after the revised Agreement is published on the Site shall constitute your acceptance of such revised Agreement. If any change to this Agreement is not acceptable to you, your sole remedy is to cease accessing, browsing, and otherwise using the Service.
(1.3) When you use the Service, or send e-mails to us, you are communicating with us electronically. You consent to receive communications from us electronically. We will communicate with you by e-mail or by posting notices on the Site or through other electronic means. You agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.
(2.) Use of the Service.
(2.1) This Service contains material, including but not limited to software, text, graphics, and images (collectively referred to as the “Content”). We may own the Content or portions of the Content may be made available to us through arrangements that we have with third parties. The Content is protected by United States and foreign intellectual property laws. Unauthorized use of the Content may result in violation of copyright, trademark, and other laws. You have no rights in or to the Content, and you will not copy the Content and will only access and use the Content for your personal purposes. You may not sell, transfer, assign, license, sublicense, or modify the Content or reproduce, display, publicly perform, make a derivative version of, distribute, or otherwise use the Content in any way for any public or commercial purpose. The use or posting of any of the Content on any other web site or computer network for any purpose is expressly prohibited. If you violate any part of this Agreement, Response reserves the right in its sole discretion to revoke your access to or use of the Content, Service, and the Site.
(2.2) The trademarks, service marks, and logos of the Company (the “Company Trademarks”) used and displayed on this Service are registered and unregistered trademarks or service marks of the Company. Other company, product, and service names located on the Service may be trademarks or service marks owned by third parties (the “Third-Party Trademarks,” and, collectively with the Company Trademarks, the “Trademarks”). Nothing on this Site, in the Service, or in this Agreement should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any Trademark displayed on this Service without the prior written consent of the Company specific for each such use. The Trademarks may not be used to disparage the Company or the applicable third party, the Company’s or third party’s products or services, or in any manner (using commercially reasonable judgment) that may damage any goodwill in the Trademarks. Use of any Trademarks as part of a link to or from any website without the Company’s prior written consent is prohibited. All goodwill generated from the use of any Company Trademark shall inure to the Company’s benefit.
(2.3) Response respects the intellectual property of others. If you believe that your work has been copied in a way that constitutes copyright infringement, please follow our Notice and Procedure for Making Claims of Copyright Infringement below.
(2.4) You may not, and you will not encourage, assist or authorize any other person to: (a) take any action that imposes an unreasonable load on the Site’s infrastructure, including parts of the Site that are not this Service, (b) use any device, software, or routine to interfere or attempt to interfere with the proper working of the Site or any activity being conducted on the Site, (c) attempt to copy, modify, decipher, decompile, disassemble, extract source code, reverse engineer, or otherwise tamper with any of the software comprising or making up the Site, (d) delete or alter any material posted on the Site by the Company or any other person or entity, (e) frame or link to any of the materials or information available on the Site, or (f) create any derivative works from or of the Response Site or Service.
(2.5) The Service contains links to third-party websites (“External Sites”). These links are provided solely as a convenience to you and not as an endorsement by us of the content on such External Sites. The content of such External Sites is developed and provided by others. You should contact a representative of those External Sites if you have any concerns regarding such links or any content located on such External Sites.
(2.6) We are not responsible for the content of any linked External Sites or content derived from any linked External Sites and do not make any representations regarding the content or accuracy of any materials on such External Sites, including any third party’s ability to perform the obligations it may undertake and any verifications of such third party by external sources. You should take precautions when downloading files from all websites to protect your computer from viruses and other destructive programs. If you decide to access any External Sites, you do so at your own risk.
(2.7) Certain elements of the Service are protected by trade dress, trademark, unfair competition, and other state and federal laws and may not be copied or imitated in whole or in part, by any means, including, but not limited to, the use of framing or mirrors, except as otherwise expressly permitted by Section 2.1 of this Agreement. None of the Content for this Service may be retransmitted without the express written consent from the Company for each and every instance.
(2.8) Response may, but is not obligated to, give users of the Service (“Users”) the ability to post reviews, questions, answers, comments, and other User-submitted content. Response may, but is not obligated to, give Users the ability to submit suggestions, ideas, comments, questions, or other information, so long as the content is not illegal, obscene, threatening, defamatory, invasive of privacy, infringing of intellectual property rights, or otherwise injurious to third parties or objectionable and does not consist of or contain software viruses, political campaigning, commercial solicitation, chain letters, mass mailings, or any form of “spam.” Pursuant to this subsection, Users may not use false e-mail addresses, impersonate any person or entity, or otherwise mislead as to the origin of content. Response reserves the right (but not the obligation) to remove or edit such content.
(2.9) If you do post content or submit material, and unless we indicate otherwise, you grant Response a nonexclusive, royalty-free, perpetual, irrevocable, and fully sublicensable right to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, and display such content throughout the world in any media. You grant Response and sublicensees the right to use the name that you submit in connection with such content, if they choose. You represent and warrant that you own or otherwise control all of the rights to the content that you post; that the content is accurate; that use of the content you supply does not violate this policy and will not cause injury to any person or entity; and that you will indemnify Response for all claims resulting from content you supply. Response has the right but not the obligation to monitor and edit or remove any activity or content. Response takes no responsibility and assumes no liability for any content posted by you or any third party.
(3.) Limitation of Liability and Disclaimer of Warranties.
(3.1) The Company, its affiliates, their respective officers, directors, employees, agents, suppliers, or licensors (collectively, the “Company Parties”) make no warranties or representations about the Service, Site, or Content, including but not limited to, its accuracy, completeness, timeliness, or reliability. The Company Parties shall not be subject to liability for the truth, accuracy, or completeness of the Service, Site, or Content or any other information conveyed to Users or for errors, including any information provided by third parties, mistakes, or omissions therein or for any delays or interruptions of the data or information stream from whatever cause. You agree that you use the Site, the Service, and the Content at your own risk.
(3.2) The Company Parties do not warrant that the Service will operate error-free or that the Service, the Site, its server, or the Content are free of computer viruses or similar contamination or destructive features. If your use of the Service or the Content results in the need for servicing or replacing equipment or data, no Company Party shall be responsible for those costs.
(3.3) The Service and Content are provided on an “as is” and “as available” basis without any warranties of any kind. The Company Parties disclaim all warranties, including, but not limited to, the warranties of title, merchantability, non-infringement of third parties’ rights, and fitness for particular purpose.
(3.4) In no event shall any Company Party be liable for any damages whatsoever (including, without limitation, incidental and consequential damages, lost profits, or damages resulting from lost data or business interruption) resulting from the use or inability to use the Service and the Content, whether based on warranty, contract, tort (including negligence), or any other legal theory, even if such Company Party has been advised of the possibility of such damages.
(3.5) Some states do not allow the disclaimer or exclusion of certain warranties or the limitation or exclusion of liability for incidental or consequential damages. Accordingly, in such states, some of the above limitations may not apply to you or be enforceable with respect to you, and the liability of the Company Parties shall be limited to the greatest extent permitted by law.
(3.6) If you are from New Jersey, the foregoing sections 3.1 and 3.2 are intended to be only as broad as is permitted under the laws of the State of New Jersey. If any portion of these sections is held to be invalid under the laws of the State of New Jersey, the invalidity of such portion shall not affect the validity of the remaining portions of the applicable sections.
(4.) Indemnification. You agree to defend, indemnify, and hold harmless the Company Parties from and against any claims, actions, or demands, including, without limitation, reasonable legal and accounting fees, arising or resulting from your breach of this Agreement or your access to, use, or misuse of the Content, the Site or the Service. The Company shall provide notice to you of any such claim, suit, or proceeding. The Company reserves the right to assume the exclusive defense and control of any matter which is subject to indemnification under this section. In such case, you agree to cooperate with any reasonable requests assisting the Company’s defense of such matter.
(5.) Termination of the Agreement.
(5.1) The Company reserves the right, in its sole discretion, to restrict, suspend, or terminate this Agreement and your access to all or any part of the Service, the Site, or the Content at any time and for any reason without prior notice or liability. The Company reserves the right to change, suspend, or discontinue all or any part of the Service, the Site, or the Content at any time without prior notice or liability.
(5.2) Sections 2 (Use of the Service), 3 (Limitation of Liability and Disclaimer of Warranties), 4 (Indemnification), 5 (Termination of the Agreement), and 8 (Miscellaneous) shall survive the termination of this Agreement.
(6.) User Must Comply with Applicable Laws.
(6.1) This Service is hosted in the United States. We make no claims concerning whether the Content may be downloaded, viewed, or be appropriate for use outside of the United States. If you access the Service or the Content from outside of the United States, you do so at your own risk. Whether inside or outside of the United States, you are solely responsible for ensuring compliance with the laws of your specific jurisdiction.
(6.2) The United States controls the export of products and information. You expressly agree to comply with such restrictions and not to export or re-export any of the Content to countries or persons prohibited under the export control laws. By downloading the Content, you are expressly agreeing that you are not in a country where such export is prohibited or are a person or entity for which such export is prohibited. You are solely responsible for compliance with the laws of your specific jurisdiction regarding the import, export, or re-export of the Content.
(7.) U.S. Government Restricted Rights. The Content is provided with “RESTRICTED RIGHTS.” Use, duplication, or disclosure by any branch, agency, arm or instrumentality of the United States federal government is subject to the restrictions contained in 48 CFR 52.227-19 and 48 CFR 252.227-7013 et seq. or its successor. Use of the Service or Content by any branch, agency, arm or instrumentality of the United States federal government constitutes acknowledgement of our proprietary rights in the Service and Content.
(8.) Miscellaneous. This Agreement is governed by the internal substantive laws of the State of Delaware, without respect to its conflict of laws provisions. You expressly agree to submit to the exclusive personal jurisdiction of the courts of the State of Delaware and the United States federal courts located in the State of Delaware. If any provision of this Agreement is found to be invalid by any court having competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of this Agreement, which shall remain in full force and effect. Failure of the Company to act on or enforce any provision of the Agreement shall not be construed as a waiver of that provision or any other provision in this Agreement. No waiver shall be effective against the Company unless made in writing, and no such waiver shall be construed as a waiver in any other or subsequent instance. Except as expressly agreed by the Company and you, this Agreement constitutes the entire Agreement between you and the Company with respect to the subject matter, and supersedes all previous or contemporaneous agreements, whether written or oral, between the parties with respect to the subject matter. The section headings are provided merely for convenience and shall not be given any legal import. This Agreement will inure to the benefit of our successors, assigns, licensees, and sublicensees.
(9.) Description of the Service.
(9.1) The Service. Users may use the Service to compare and purchase goods, works, or services from multiple Vendors. Users may input account information (“Account Information”) directly to Response, or Users may direct Response to retrieve information maintained online by Vendors with which Users have existing customer relationships or maintain accounts. Response does not review Account Information for accuracy, legality or non-infringement. Response is not responsible for the Account Information or goods, works, or services offered by or on Vendor websites and services. Response cannot always foresee or anticipate technical or other difficulties which may result in failure to obtain data or loss of data, personalization settings or other service interruptions. Response cannot assume responsibility for the timeliness, accuracy, deletion, non-delivery or failure to store any user data, communications or personalization settings.
(9.2) Inspection and Returns. Response is not a seller or shipper of any goods, works, or services. Thus, all goods, works, or services viewed or purchased through the Service are sold under the shipment terms of the Vendor from whom you are purchasing. Pursuant to most Vendor terms, the risk of loss and title for such items may pass to you upon delivery to the carrier, and conversely, title is not taken for such items until they reach the Vendor’s fulfillment center. Please refer to Vendor purchasing and shipment terms for complete information and policies related to your purchases.
(9.3) Descriptions of Vendors’ Goods, Works, or Services. Information about goods, works, or services, including names, descriptions, images, direct comparisons between Vendors, and documentation, is gathered from various sources, including but not limited to websites and documentation of Vendors and product manufacturers. Response may attempt to curate such information, to the best of our ability, in an attempt to be as accurate as possible. However, Response does not warrant that goods, works, or services descriptions or other content of the Service are accurate, complete, reliable, current, or error-free. If you are unsure about the accuracy of information pertaining to any goods, works, or services, we suggest cross-referencing the information with authorized sellers of the goods, works, or services, or directly with the manufacturer or provider of such goods, works or services, to ensure accuracy. If a product discovered on or ordered through Response is not as described, your sole remedy is to return the product to the Vendor whence it came, pursuant to the terms of that Vendor’s return policy. Response assumes no responsibility for goods, works, or services ordered using information obtained through the Service, the Site or the Content, and will not interact with Vendors on your behalf to initiate or negotiate a return of any product.
(9.4) Pricing and Availability of Vendors’ Goods, Works, or Services. Response is not a seller of any goods, works, or services. Any prices viewable through the Service, the Site or the Content are the prices offered to you by the Vendor of that good. Prices are retrieved in real time and represent the pricing specifically for the User just as the User would see pricing on that Vendor’s website. Response makes no warranties to the accuracy of pricing or availability information, including information pertaining to direct comparisons between Vendors. Despite our best efforts, a small number of the items in our catalog may be mispriced, or stock may be mislabeled, due to technical error of either the Vendor or Response. If the error resides with the Vendor, please contact the Vendor and/or refer to the Vendor’s policies for remedies. If the price of the item on Response does not match the price of the item on the Vendor’s website, please contact us at email@example.com so that we may look into the discrepancy. Pricing and availability information for any given Vendor may be unavailable due to an error on a Vendor’s website, or changes to a Vendor’s website may cause Response’s interfacing with Vendor’s website to be temporarily unavailable. Response makes no warranties of uptime or that any connected Vendor will have pricing and availability retrievable at any given time.
(9.5) Vendor Affiliations. At Response’s discretion, the Company may enter into affiliate relationships with one or more Vendors which entail, from time to time, Response receiving a commission from such Vendors in connection with Users’ purchases of goods, works, or services via the Service. Response’s affiliate relationships with Vendors will not materially affect any of these Terms and Conditions and will not bias results on the Service in favor of affiliate relationships, and Response may (but is not obligated to) disclose such relationships on the Site and elsewhere as necessary.
(10.) The Company as Authorized Agent of Users.
(10.1) Appointment of Agent. For purposes of this Agreement and solely to provide Users effective access to the Service, you grant Response a limited power of attorney and appoint Response as your attorney-in-fact and agent, to access Vendor websites, retrieve and use your information with the full power and authority to do and perform each thing necessary in connection with such activities, as you could do in person. YOU ACKNOWLEDGE AND AGREE THAT WHEN RESPONSE IS ACCESSING AND RETRIEVING ACCOUNT INFORMATION FROM VENDOR WEBSITES, RESPONSE IS ACTING AS YOUR AGENT, AND NOT AS THE AGENT OF OR ON BEHALF OF THE VENDOR THAT OPERATES THE VENDOR WEBSITE. Response is not responsible for any payment processing errors or fees or other Service-related issues, including those issues that may arise from inaccurate account information.
(10.3) Login Procedures. When you sign up for a Response account, you expressly designate Response as your authorized agent with permission to use your Account Information to interface with Vendor services and other related External Sites, and you represent that you are authorized to do so by your company or organization. Response will utilize this login information to access Vendor services and other related External Sites on your behalf to obtain and analyze pricing, availability, order history, invoices, cart, and other information.
(10.4) Access to Account Information. By using the Service, you expressly authorize Response to access your Account Information maintained by Vendors, on your behalf as your authorized agent, and you expressly authorize such Vendors to disclose your information to Response. When you use the Service, you will have access to information found on Vendor websites within the Service. Response, on your behalf, will submit information to such Vendor websites, including Account Information that you provide to Response, to access Vendor services and other related External Sites. You hereby authorize and permit Response to use and store information submitted by you to accomplish the foregoing and to configure the Service so that it is compatible with the relevant Vendor websites.
(10.5) Additional Authorized Actions. In addition to the foregoing, additional actions you expressly authorize Response to take on your behalf as your authorized agent for any Vendors with respect to which you have submitted Account Information to Response include, but are not limited to, the following:
Goods, Works, or Services Retrieval. When available, Response will locate goods, works, or services on Vendors’ websites and view the page or listing for said goods, works, or services in order to serve you appropriate content.
Availability Retrieval. When available, Response will obtain availability information, including inventory or backorder status, warehouse information, drop-ship information, and other availability information.
Pricing Retrieval. When available, Response will obtain each User’s pricing information for any goods, works, or services, including quantity discounts, promotions, and special instructions related to that good’s, work’s, or service’s purchase or shipment.
Cart Modification. When possible, Response will manage your cart on Vendors’ websites by adding or removing goods, works, or services to/from your cart, or changing quantities in your cart.
Order History Retrieval. When possible, Response will retrieve and store transaction data and other information on past orders from your Vendors to provide our order history and internal catalogue services.
Order Placement. Response will place orders on your behalf with Vendors. Response will never place such orders on your behalf without your explicit permission.
Response takes the above actions as an authorized representative of the User only after you have signed up for a Response account. Response will not, except for purposes of providing the Service to you, take actions on Vendors’ websites without explicit permission.
(11.) Additional Conditions to Ensure Safety. The Company does our absolute best to keep Response safe. By using the Service, you agree to the following to help ensure the safety of our Service and the Response community:
- You will not post unauthorized commercial communications (such as spam) on Response.
- You will not collect Users’ content or information, or otherwise access Response, using automated means (such as harvesting bots, robots, spiders, or scrapers) without our prior permission.
- You will not engage in unlawful multi-level marketing, such as a pyramid scheme, on Response.
- You will not upload viruses or other malicious code.
- You will not solicit login information or access an account belonging to someone else.
- You will not bully, intimidate, or harass any user.
- You will not post content that is hate speech, threatening, or pornographic; incites violence; or contains nudity or graphic or gratuitous violence.
- You will not attempt to sell any good, work or service that is illegal in any U.S. jurisdiction, or that you are not authorized to sell.
- You will not use Response to do anything unlawful, misleading, malicious, or discriminatory.
- You will not do anything that could disable, overburden, or impair the proper working or appearance of Response, such as a denial of service attack or interference with page rendering or other Response functionality.
- You will not facilitate or encourage any violations of this Agreement.
(12.) Additional Conditions to Protect the Rights of Others. We respect other people’s rights, and expect you to do the same:
- You will not post content or take any action on Response that infringes or violates someone else’s rights or otherwise violates the law.
- We can remove any content or information you post on Response if we believe that it violates this Agreement.
- If we remove your content for infringing someone else’s copyright, and you believe we removed it by mistake, we will provide you with an opportunity to appeal.
- If you repeatedly infringe other people’s intellectual property rights, we will disable your account when appropriate.
- You will not use our copyrights or Trademarks or any confusingly similar marks, without our express prior written permission.
- You will not attempt to collect information from Response or any Users.
- You will not post any person’s or entity’s identification documents or sensitive financial information on Response.
(13.1) Joint and Several Liability. You agree to promptly make payment to Response of any fee(s) due to Response that are not paid when due as provided in this Agreement.
(13.2) No Backups. Response shall have no obligation to back-up or store any of your Account Information, which includes but is not limited to business records that you submit to the Site. You are solely responsible for creation, storage, and backup of your Account Information. These Terms and Conditions and any registration for or subsequent use of the Service or the Site will not be construed as creating any responsibility on Response’s part to store, backup, retain, or grant access to any information or data for any period.
(13.3) Confirmation of Compliance; Notice; Audit. Upon request by Response, you or your authorized representative shall certify to Response, in a signed writing, that you are and have been in material compliance with this Agreement. Response may make such a request once during each calendar year during the term of this Agreement and within six (6) months after the termination or expiration of this Agreement. Once each calendar year during the term of this Agreement and once during a period of twelve (12) months following the termination or expiration of this Agreement Response may, upon at least five (5) calendar days prior notice and at its expense and without unreasonable disruption to your business, conduct an on-site audit, during your normal business hours, at your business location(s) or site(s), of your books, records, files, hardware, server, and software for the purpose of verifying your compliance with this Agreement and the other Terms of Service, including without limitation payment of all fees due to Response under these Terms and Conditions.
(13.4) Disputes. Any dispute or claim relating in any way to your use of the Site or any Response service, or to any goods, works, or services offered on the Service or Site will be resolved by binding arbitration, rather than in court, except that you may assert claims in small claims court if your claims qualify. The Federal Arbitration Act and federal arbitration law apply to this agreement.
There is no judge or jury in arbitration, and court review of an arbitration award is limited. However, an arbitrator can award on an individual basis the same damages and relief as a court (including injunctive and declaratory relief or statutory damages), and must follow the terms of this Agreement as a court would.
To begin an arbitration proceeding, you must send a letter requesting arbitration and describing your claim to us at 2261 Market Street #4116, San Francisco, California, 94114. The arbitration will be conducted by the American Arbitration Association (AAA) under its rules, including the AAA’s Supplementary Procedures for Consumer-Related Disputes. The AAA’s rules are available at www.adr.org or by calling 1-800-778-7879. Payment of all filing, administration and arbitrator fees will be governed by the AAA’s rules.
We each agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated or representative action. If for any reason a claim proceeds in court rather than in arbitration we each waive any right to a jury trial. We also both agree that you or we may bring suit in court to enjoin infringement or other misuse of intellectual property rights.
(14.) Notice and Procedure for Making Claims of Copyright Infringement. If you believe that your work has been copied in a way that constitutes copyright infringement, please submit a report in writing to the above address, and please provide us with this information.
- A physical signature of the person authorized to act on behalf of the owner of the copyright interest
- A description of the copyrighted work that you claim has been infringed upon
- A description of where the material that you claim is infringing is located on the site
- Your address, telephone number, and e-mail address
- A statement by you that you have a good-faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law
- A statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf.