Welcome to Shooger! The following Terms and Conditions form a binding agreement between You ("You") and Mobile Promotions Network LLC (“We”, “Us” or “Shooger”). All services provided by Shooger to You are collectively referred to in this Agreement as the "Services". These Terms and Conditions, together with any operating rules, policies, price schedules, or other supplemental documents expressly incorporated herein by reference and published from time to time by Shooger (collectively, the “Agreement”), constitutes the entire Agreement between Shooger and You regarding the Services. By using the Services, You confirm your acceptance of this Agreement.

Services

Shooger enables You and other people to create, organize, share and communicate their interests, with and about people and places. Shooger also enables You to get recommendations, to find, share, purchase and redeem offers for products and services of third party merchants (“Merchants”), and to build better engagement and loyalty between consumers and merchants. Shooger offers its Services through its website www.shooger.com, and through various Web and mobile applications owned and operated by Shooger, or offered through its partners. For purposes of this Agreement, the term “Customer” refers to all users of Shooger’s Services, including, without limitation, You, whether as a customer or a Merchant, or both.

Use of Services

You agree that:

 

• You are 18 years of age or older;

• You are legally able, and willing to comply with the terms of this Agreement;

• You will need to register to use the Services by creating an account (directly, or through a Shooger application, or through a cooperating service) in order to obtain access to certain features of the Services;

• You agree to be financially responsible for your use of the Services (as well as for use of your account by others, including minors living with you) and to comply with your responsibilities and obligations as stated in this Agreement;

• You will provide accurate information when registering for the Services, and update your information if it changes during your use of the Services;

• You are solely responsible for your account information and all activities that occur during your use of the Services;

• You are solely responsible for preventing unauthorized use of the Services using your unique account identifying information (such information may include a User ID, Phone Number and/or Password). Once You become a registered user of Services, a confirmation will be automatically sent to You by email and/or by text message. You may change your password to protect your account after logging in to the Shooger website. You agree to immediately notify Shooger of any unauthorized use of your account or any other breach of security known to you;

• In addition to being a Customer of the Services, you may participate in the Services by making Offers to other users of the Services as a Merchant. Merchants are entitled to use the Services available to all Customers, and certain other features of the Services that are not available to other Customers. As a Merchant, where indicated below, certain terms of the Services will specifically apply to You. In addition, certain types of Offers You make to our customers may be subject to additional terms that are set forth in a separate written agreement between You and Us;

• You will obtain and pay for all equipment and third-party services (e.g., Internet access, email service and mobile service) required for You to access and use the Services;

• You will be responsible for all charges resulting from use of your Shooger account, including unauthorized use prior to your notifying Shooger of such use and taking steps to prevent its further occurrences;

• You will not copy, publish, republish or distribute any part of the Services in any form without Shooger’s prior written authorization;

• You will not use the Services or any content contained within the Services for any commercial solicitation purposes;

• You will not use the Services to collect any personally identifiable information of any of our users or an third parties (including account information, email addresses, etc.), including, without limitation, for commercial purposes;

• You will not submit content that is copyrighted or subject to other proprietary rights, unless You are the owner of such rights or have appropriate permissions from the owner of such rights to submit such content through the Services;

• You will not promote or use any illegal activities while using the Services;

• You will not use the Services for unsolicited advertisements or spam;

• You will not transmit through the Services any unlawful, harassing, libelous, abusive, threatening, harmful, vulgar, obscene or otherwise objectionable material of any kind or nature. You further agree not to transmit any material that encourages conduct that could constitute a criminal offense, give rise to civil liability or otherwise violate any applicable local, state, national or international law or regulation;

• The Services make use of the Internet for You to send and receive information. As a result, your conduct is subject to Internet regulations, policies and procedures. You agree not to use or reference the Services for chain letters, junk text, notifications, alerts, or junk mail, spamming or any use of distribution lists to any person who has not given specific permission to be included in such a process;

• You will not interfere with another Customer's use and enjoyment of the Services or another entity's use and enjoyment of similar services;

• You will not use any automated or manual processes to harvest information from the Services, or attempt to interfere with the proper functioning of the Services;

• You will not impersonate another person, including, without limitation, a customer or Merchant;

• You will not upload or transmit any worm, virus, or other potentially malicious code;

• You will not attempt to access any portion of the Services for which You do not possess access rights;

• You will not attempt to disassemble or reverse engineer the Services, or attempt to derive any source code or underlying structure of the methods, tools, processes and infrastructure of any portion of the Services;

• You will not upload, distribute or disseminate any information that may be harmful to minors;

• Your use of the Services is subject to all applicable local, state, national and international laws and regulations (including without limitation those governing account collection, export control, consumer protection, unfair competition, anti-discrimination, securities laws or false advertising).

Privacy, Security and Confidentiality

Shooger is dedicated to establishing trusting relationships with its customers, based on respect for personal identity and information. To demonstrate our commitment to customer privacy, we have developed a Privacy Policy (“Privacy Policy”), a current copy of which is available at http://www.shooger.com/privacy.aspx, and the terms of which are incorporated into this Agreement by reference. By using the Services, you also agree to the terms of the Privacy Policy, as it may be amended from time to time.

 

If we decide to change our privacy practices, we will post those changes in our Privacy Policy, and other places we deem appropriate, so that You can be always aware of what information we collect, how we use it, and under what circumstances, if any, we disclose it. We will use information in accordance with the Privacy Policy in effect when the information was collected. If, however, we are going to use your personally identifiable information in a manner different from that stated at the time of collection, we will notify You via email. You will have a choice as to whether or not we use your information in this different manner. However, if You have opted out of all communication with Shooger, or deleted/deactivated your account, then You will not be contacted, and your personal information will not be used in this new manner.

 

Some of the information that You submit through the Services (such as your postings of finds, deals and places) is intended for the purpose of disclosure in numerous ways through the Service, and is therefore not subject to confidentiality. While personal information, such as credit card information is maintained with appropriate security and privacy protections, other information provided by You may be disclosed to third party merchants for commercial purposes (including for the provisioning and procurement of products and services for you), as provided in the Privacy Policy.

Content

During your use of the Services, You will have access to view, use, create and post various types of information, images, and other content as provided by the Service to you (collectively, the “Content”). You agree that:

 

• You will not post, transmit, distribute or use Content that misappropriates a trade secret or infringes any patent, copyright, trademark or other form of intellectual property of a third party, or that violates the privacy, confidentiality or other rights of a third party;

• You will not post, transmit, distribute or use Content that is discriminatory, defamatory, unlawful, obscene, pornographic, abusive, threatening, or that might constitute a criminal offense, or that might, in Shooger’s sole discretion, be determined to be inappropriate;

• You will not post, transmit, distribute or use any Content that is inaccurate, or that might cause any damage to the Services or to any of the users or participating providers of the Services;

• You will not obscure or alter Content posted by other users, Merchants or participating providers of the Services;

• You will indemnify, defend and hold Shooger harmless from and against any and all liabilities, suits, costs and expenses (including, but not limited to reasonable attorneys fees) arising from your use of third party Content available through the Services (including any links or references to information at third party sites or services), and any use, transmission, distribution or publication by Shooger of Content posted by You, including, without limitation, as a result of the actual or alleged infringement by any portion of such Content of the intellectual property rights of any third party.

• You will be responsible for all Content posted, transmitted or distributed by You, including, but not limited to, personal information, photos, information about people, places and offers, and other such Content;

• You represent and warrant that You have the necessary licenses, rights, permissions and consents to use, publish, transmit and distribute, and authorize Shooger and its users to use, publish and distribute all Content posted by You and all portions of such Content;

• Shooger has the right to determine whether any of the Content posted by You is appropriate or in compliance with this Agreement, and to modify or remove all or any portion of such Content;

• Shooger reserves the right to take any action that Shooger deems necessary or appropriate in its sole discretion with respect to Content posted by You, including, without limitation, if Shooger believes You or any of such Content may create liability for Shooger or any of its users, compromise or disrupt the Services for You or other customers, or cause Shooger to lose or disrupt (in whole or in part) the Services, the services of Shooger's ISPs or other suppliers and partners;

You agree that any and all unsolicited communication sent or transmitted by you to Shooger, including, but not limited to, suggestions, comments, and other information or materials but expressly excluding personally identifiable information (collectively “Feedback”) shall be deemed non-confidential and non-proprietary. Subject to Shooger’s Privacy Policy [http://www.shooger.com/privacy.aspx], Shooger shall have no obligation of any kind with respect to such Feedback and, without limitation, is free to use and distribute to others such Feedback. Furthermore, Shooger shall be free to use any Feedback, including, but not limited to ideas, concepts, know-how, or techniques contained therein for any purpose, including, but not limited to incorporating, developing and marketing products from the use of such Feedback.

All Content made available by You through the Shooger Service must follow the Mobile Marketing Association Consumer Best Practices guidelines and Code of Content. Shooger reserves the right to remove any portion of Content posted by You, or deactivate any user’s access to Services at any time for Content that it deems inappropriate, restricted, or conflicting, or for any other reason. This includes, but is not limited to the following:

 

• Alcohol marketing should not directly promote the use of or consumption of alcohol;

• Any reference to the abuse of alcohol, drugs, tobacco or other controlled substances is strictly prohibited. This includes verbal and non-verbal actions in which a person could conclude that promotion of drug use is intended.

Offers

The Services enable Customers to view offers (“Offers”) for products and services provided by participating Merchants, and to obtain coupons, tokens or vouchers, either free or through a purchase (collectively “Offer Vouchers”) that can be used in connection with the purchase, redemption and use of products and/or services provided by Merchants. Offers and Offer Vouchers are subject to terms as described in this Agreement.

 

Offers and Offer Vouchers posted or available through the Services may have schedules indicating when they become available and when they cease to be available to buy or use. These schedules may be set by the Merchant that creates an Offer, or by Shooger in association with a participating Merchant or partner.

 

Offers available through the Service may also be limited in other ways. For example, they can be limited to a certain number of uses by an individual customer, or to a limited number of customers in aggregate, or limited to specific geographies, or to certain time intervals, or in a combination of these or other limitation methods.

 

Each Offer may have other specific terms associated with it, which if present, will be made available to You at the time You commit to purchase that offer. Offer specific terms shall supersede any other offer terms in this Agreement, except to the extent that such terms are prohibited by applicable laws.

 

Unless otherwise stated in an Offer or otherwise required by law, the following terms shall apply to all Offers:

 

Offers and Offer Vouchers do not have any cash value;

 

• No credit or cash back will be issued for partial use of a paid or promotional portion of an Offer or Offer Voucher;

• The issuance of any credits for Offers is at the sole discretion of the Merchant

• Offers and Offer vouchers cannot be used for taxes, tips, shipping and handling, or other balances owed, as applicable;

• Neither Shooger, nor any of its participating Merchants or partners are responsible for lost or stolen Offers or Offer Vouchers;

• Unauthorized use, duplicate or multiple use, sale or trade of an Offer or Offer Voucher is prohibited;

• Unless expressly stated at the time an Offer is purchased, the Offer or Offer Voucher price will not include any sales tax, value added tax or other form of tax, which may be charged to You separately by the Merchant at the time when You use the Offer Voucher;

• Offers and Offer Vouchers cannot be combined with other Offers unless specifically noted in the applicable Offer or Offer Voucher;

• The use of an Offer or Offer voucher for alcoholic beverages is at the sole discretion of the offering Merchant, unless otherwise noted on the Offer or Offer Voucher;

• Purchases may have statutory limitations o n the amount of the Offer Voucher value that can be used or redeemed for alcoholic beverages. Compliance with such statutes or codes is the responsibility of the Merchant, and Shooger has no role or responsibility in such determination or action on the part of the Merchant;

• While Shooger markets Offers and may act as an agent in selling Offers on behalf of participating Merchants, each Merchant is the issuer of its Offers and Offer Vouchers, and shall be fully responsible for any and all liabilities, costs, claims, damages, injuries or illnesses suffered by or in respect of a customer, caused in whole or in part by the Merchant or its products or services, as well as for any unclaimed liability arising from unused or unredeemed or partially redeemed Offers and Offer Vouchers;

• When purchasing an Offer, You have the right to print the Offer Voucher issued by the offering Merchant and to use the Offer Voucher according to the terms and conditions specified in the Offer terms and in the terms of this Agreement;

• As an incentive to encourage You and other users of the Service to purchase Offers, Shooger may from time to time, offer special contests, sweepstakes or other form of promotions. Any applicable rules for such promotions will be posted on our website. Shooger reserves the right to interpret these rules at our sole discretion, and You hereby agree to such interpretation;

• Some or all products and services offered for purchase or as described in the Services may not be available to persons residing in certain geographic areas or jurisdictions. Shooger reserves the right to exclude or otherwise limit the availability and provisioning of an Offer to persons living in any geographic area or jurisdiction, and does not warrant or represent that any product or service described in the Services will be available for purchase, or that any Offer or Offer Voucher will be available to all users;

• The Merchant may be responsible for allowing You to use or redeem an Offer Voucher for a period of time beyond the expiration or “use by” date specified on the Offer Voucher. While the expiration or “use by” date on the Offer Voucher dictates the last date that the Offer Voucher can be used for the stated Offer, applicable law may provide that the Merchant is responsible for honoring the cash value that You paid for the Offer Voucher, for a period of time that extends beyond the stated expiration date on the Offer Voucher. If You have an Offer Voucher that has expired and would like to use or redeem it for the price You paid for it, please contact the Merchant. The Merchant may be required by applicable law to allow such use or redemption of your Offer Voucher. If You have contacted the Merchant and the Merchant has refused to allow use or redemption of your Offer Voucher, and if applicable law entitles You to such redemption, please contact Shooger in writing and explain your issue, and, if Shooger confirms such entitlement, Shooger will refund the purchase price of the Offer Voucher, either in the currency that the Offer Voucher was purchased, or in the form of credit towards the purchase of future Offer Vouchers from Shooger, as determined by Shooger;

• If you purchase an Offer or Offer Voucher, do not use or redeem it, and change your mind within 2 days of the date of your purchase, Shooger will refund of the purchase price the Offer or Offer Voucher actually paid by You. After this period, Shooger will not provide any refunds, unless You are unable to use an Offer Voucher before its expiration date because the offering Merchant has gone out of business. Any such refund may be paid (as determined by Shooger) via check in the currency in which You paid for the Offer or Offer Voucher, via refund to the credit card by which you paid for such Offer or Offer Voucher, or in the form of a credit towards your future purchase of additional Offer(s) or Offer Voucher(s).

Reward Points

Shooger currently offers customers a reward program (“Rewards Program”), pursuant to which customers in good standing can earn Reward Points (“ShoogerDollars”) in return for performing specific actions designated by Shooger from time to time (“Qualifying Actions”) in connection with Your use of the Services. ShoogerDollars are a Shooger currency that may be applied as a credit towards the purchase of Offers or Offer Vouchers that are authorized to accept ShoogerDollars. Unless otherwise specified in an applicable Offer or Offer Voucher or in the terms of a special promotion, one ShoogerDollar shall convert to one U.S. Dollar ($1.00) for qualifying purchases.

 

ShoogerDollars can be:

·         Earned by you for performing Qualifying Actions through the use of the Services (such as purchasing offers, referring friends to the Shooger Services, etc.);

·         Gifted to you by Shooger, as a promotional offer, in connection with a specific promotion, or contest, etc.; or

·         Bought in incremental quantities, to add to your account or to gift to another user of the Services;

·         Used towards discounting the purchase value of qualified Offers or Offer Vouchers as described in such qualified Offers or Offer Vouchers.

 

For example, the following Qualifying Actions will currently result in You earning ShoogerDollars for Your account:

·         For qualifying purchases made through the Services, a ShoogerDollar reward amount may be specified in connection with the purchase of the applicable Offer or Offer Voucher. When you purchase an Offer or Offer Voucher that indicates it qualifies for ShoogerDollars, the corresponding reward amount of ShoogerDollars will be credited to Your account,

·         For signing up for Shooger Services during specific promotions, as may be offered by Shooger from time to time,

·         For adding “Finds” to the Shooger Service in accordance with the terms of specific offers, events, campaigns or other events for specified durations of time designate by Shooger from time to time.

 

ShoogerDollars obtained through any of the methods above may have different expiration dates. Unless otherwise specified in connection with a specific promotion, or as otherwise required by law, ShoogerDollars shall expire on the first anniversary of the date of issuance.

 

Customers will be able to see the total amount of ShoogerDollars in their account, and to determine if, when and how many ShoogerDollars to use towards a qualifying purchase.

 

ShoogerDollars are not returnable or refundable for cash, except where prohibited by the law. ShoogerDollars that are deducted during a purchase will not be refunded, even if the purchase is subsequently returned or refunded.

 

Unless otherwise stated, or where required by law, the following shall apply to the Rewards Program:

 

·         Only Qualifying Actions designated by Shooger may result in the issuance of ShoogerDollars to Customers;

·         The determination of the amount of ShoogerDollars issued as a result of a Qualifying Action, the expiration of all ShoogerDollars issued in connection with such Qualifying Action, the period of time within which a Qualified Action must be taken in order to earn ShoogerDollars, and other terms shall be determined by Shooger, and may be amended from time to time;

·         All ShoogerDollars are subject to verification by Shooger, and Shooger reserves the right to delay or withhold the issuance of ShoogerDollars until it has confirmed the validity of a Qualifying Action. Shooger reserves the right, in its sole discretion, to adjust a Customer’s ShoogerDollar balance due to any error, malfunction, fraud, or misuse by computer or humans. In addition, if a Customer performs a Qualifying Action, but later returns the Offer or Offer Voucher associated with such Qualifying Action or otherwise cancels the transaction relating to such Qualifying Action, all ShoogerDollars associated with such Qualifying Action shall be canceled and removed from that Customer’s account. All decisions made by Shooger with respect to the issuance, adjustment and use of ShoogerDollars shall be final;

·         ShoogerDollars do not constitute the property of any Customer. Except in connection with any gifting program established by Shooger from time to time, ShoogerDollars are not transferable;

·         ShoogerDollars accrued in a Customer’s account shall be maintained in that account until (i) they are used, (ii) until they expire, or (iii) until the Customer’s account is terminated for any reason, whichever occurs first;

·         Unless otherwise approved in advance by Shooger, ShoogerDollars may not be used by any Customer that has breached this Agreement,

·         Customers are responsible for any tax liabilities relating to or arising out of their participation in the Rewards Program;

·         This Rewards Program is void outside the United States of America, and where prohibited or restricted by law.

 

Payments

You agree to pay any and all charges associated with your use of the Services. Shooger reserves the right to charge and collect value-added taxes ("VAT"), sales or other taxes on the Services as it deems appropriate or as otherwise required by law, and Shooger reserves the right to change prices or institute new charges for access to or use of Shooger Services. All changes will be posted by Shooger on the Shooger website. You are responsible for regularly reviewing such pricing information to obtain timely notice of such changes. Continued use of the Services or non-termination of your Shooger account after changes are posted constitutes your acceptance of the prices as modified by the posted changes.

 

Unless you apply for and are pre-approved by Shooger for invoiced billing as described below, payment of your Shooger account balance is due at the time of a purchase, or on a recurring basis, in accordance with your payment plan, in the currency in which You are billed, and must be made by the credit or debit card designated by You for Shooger use and transactions. If your account is pre-approved by Shooger for invoiced billing, charges will be accumulated, identified by Customer identification number and invoiced on a monthly basis. If the payment method for your account is by credit or debit card and Shooger does not receive payment from the card issuer (or its agent or affiliate), You agree to pay all amounts due upon demand by Shooger. Each time You use the Services, or allow or cause the Services to be used, You agree and reaffirm that Shooger is authorized to charge your designated card. Except as otherwise expressly provided in this Agreement, all amounts paid by you under this Agreement are non-refundable. Your card issuer's agreement governs your use of your designated card in connection with the Services, and You must refer to such agreement (not this Agreement) with respect to your rights and liabilities as a cardholder. You agree that Shooger may (at its option) accumulate charges incurred during your billing cycle and submit them as one or more aggregate charges during or at the end of each cycle, and that Shooger may delay obtaining authorization from your card issuer until submission of the accumulated charge(s). This means that accumulated charges may appear on the statement You receive from your card issuer.

 

To view your current account balance, along with billing details and any accumulated charges, please login to your account at the Shooger website.

 

For Merchant accounts, any activation fees, and/or recurring service fees, as applicable, are payable in advance and are COMPLETELY NON-REFUNDABLE. You agree that for Merchant accounts payable through recurring subscription fees, Shooger may submit charges for your recurring service fee in each billing cycle, without further authorization from You, until You provide prior notice (in accordance with Shooger's verification procedures, as may be established by Shooger from time to time in its sole discretion) that You have terminated this authorization or wish to change your designated card. Such notice will not affect charges submitted before Shooger reasonably could act on your notice. If You sign up for more than one Shooger Merchant account, your first payment for such additional accounts may be prorated to coincide with the annual anniversary of your first account. If You have any question regarding any charges that have been applied to your account, You must contact Shooger's Customer Service Department within thirty (30) days of the charge date, in writing, by sending an email to: support@shooger.com. Failure to use your account will not be deemed a basis for refusing to pay any charges submitted by Shooger in accordance with this Agreement.

 

If You subscribed for a Shooger Merchant account pursuant to a special offer granting You a free trial period, your activation fee and initial monthly service fee will be PRE-AUTHORIZED AGAINST YOUR CREDIT CARD OR DEBIT CARD LIMIT (meaning the amounts pre-authorized will not be considered available credit or debit funds in such account) and will be immediately charged to your credit or debit card, without further authorization from You, upon the expiration of such free trial period, unless You provide prior notice (in accordance with Shooger's verification procedures, as may be established by Shooger from time to time in its sole discretion) that You have terminated this authorization prior to the expiration of the trial period; provided, however, that such notice will not affect charges submitted before Shooger reasonably could act on your notice.

 

If You subscribed for a Merchant account pursuant to a special offer granting a pre-paid discount for a fixed period of time, your pre-paid fees are payable in advance and are COMPLETELY NON-REFUNDABLE. In addition, your initial service fee for the billing cycle immediately following your pre-paid period will be PRE-AUTHORIZED AGAINST YOUR CREDIT CARD OR DEBIT CARD LIMIT and will be immediately charged to your credit or debit card, without further authorization from You, upon the expiration of such pre-paid period, unless You provide prior notice (in accordance with Shooger's verification procedures, as may be established by Shooger from time to time in its sole discretion) that You have terminated this authorization; provided, however, that such notice will not affect charges submitted before Shooger reasonably could act on your notice.

 

If You subscribed for a Merchant account pursuant to an offer granting free use of the service for an un-specified duration, Shooger will require a minimum commitment from You for sale of at least $2000 in revenue collected in connection with the sale of goods or services offered by You through the Services to Shooger’s customers in each calendar year following the commencement of your Merchant account. Failure to achieve these minimum sales may, in Shooger's discretion, result in requests from Shooger to You with encouragement and advice to meet your minimum commitment, modification of the terms of your account into a paid subscription, or termination of your account.

 

As a Shooger Merchant, regardless of whether or not your account requires subscription fees, You may incur additional fees if You send or receive a combined number of text/SMS messages in excess of that number permitted by your plan. You agree that Shooger may charge you for such usage fees as and when they are incurred, or by accumulating such fees (in the sole discretion of Shooger) and charging You for them on a monthly or other aggregated basis, without further authorization from You, until You provide prior notice (in accordance with Shooger's verification procedures, as may be established by Shooger from time to time in its sole discretion) that You wish to terminate this authorization, or to change the credit or debit card to which these fees are billed. Such notice will not affect charges submitted before Shooger reasonably could act on your notice.

 

Some Shooger Merchant Services may be payable in advance by deposit of a fixed amount as set from time to time by Shooger. Merchants with higher service needs may increase the size of their deposit by logging into their account at the Shooger Website or by contacting Customer Service. This deposit will be due and payable immediately upon your use of the Services (or, in the event You are provided with a free or included credit, upon your depletion of such credit). As a result, the first time You use any of these Services (following your depletion of your free or included credit, if any), your credit or debit card will immediately be charged an amount up to, but not exceeding the aggregate amount of such deposit without further authorization from You. Your deposit will thereafter be depleted based upon your use of the Services or any other usage-based charges, according to standard Shooger rates for these Services. Thereafter, each time your deposit is depleted, your credit or debit card will be immediately charged for another fixed deposit in the same amount as the prior deposit (or a fraction of your prior deposit), will be immediately charged to your credit or debit card, subject to Your prior authorization as designated by You in your preferences for automatic charging for Services. This deposit will thereafter be depleted based upon your use of Shooger’s usage-based Services, according to Shooger’s rates for these Services.

 

In the event Shooger submits charges for your Merchant account for recurring service fees and those charges are rejected by your card issuer (or its agent or affiliate), You hereby authorize Shooger to use your deposit to pay for any monthly service fee due Shooger until Shooger is able to successfully charge your card. In the event Shooger is subsequently able to successfully process your monthly service fee through your credit or debit card, Shooger will automatically replenish your deposit for all monthly service fees paid from your deposit and will charge your credit or debit card in an amount equal to this amount and You hereby authorize Shooger to do so. You agree that Shooger may submit charges for these deposits without further authorization from You, until You provide prior notice (in accordance with Shooger's verification procedures, as may be established by Shooger from time to time in its sole discretion) that You have terminated this authorization or wish to change your designated card; provided, however, that such notice will not affect charges submitted before Shooger reasonably could act on your notice. Upon Shooger’s receipt of notice (in accordance with Shooger's verification procedures, as may be established by Shooger from time to time in its sole discretion) from You that You have terminated this authorization, You will be entitled to a refund of any unused portion of your most recent deposit, unless there are any outstanding charges resulting from use of your Shooger account (including those charges described in the preceding paragraph), in which case the remainder of your deposit will be applied to satisfy such charges.

 

You agree to promptly notify Shooger of changes to the type, account number, expiration date, CVV, Address, or status (Active, Cancelled, lost, etc.) of your designated credit or debit card, or in any changes to your payment method on record.

Termination

Either You or Shooger may terminate your Shooger account at any time, with or without cause, upon written notice to the other party. Any such notice by You to Shooger must be in accordance with Shooger's verification procedures, as such procedures may be established and changed by Shooger from time to time in its sole discretion, and which may include the requirement that You contact Shooger by phone to confirm that any such notice was in fact sent by You. Shooger also reserves the right to terminate or suspend your Shooger account without prior notice, provided that Shooger will attempt to confirm such termination or suspension by subsequent notice.

 

Without limiting the foregoing, Shooger may terminate your account without notice if You or an intermediary blocks or filters any emails sent by or on behalf of Shooger to your email account(s) or your phone(s) where You receive your messages.

 

Subject to any applicable laws, Shooger reserves the right to suspend or terminate your Shooger account without notice upon rejection of any credit or debit card charges or if your card issuer (or its agent or affiliate) seeks return of payments previously made to Shooger when Shooger believes You are liable for the charge and all other fees and costs incurred by Shooger in connection with such rejection or return payment. Such rights are in addition to and not in lieu of any other legal rights or remedies available to Shooger. Notwithstanding the termination of this Agreement or your Shooger account for any reason, you shall be responsible for all amounts chargeable to you under this Agreement before such termination became effective. In addition, our license to all Content provided to Us by You, your obligation to indemnify Us, the limitations of our liability, and the other provisions of this Agreement which by their nature survive shall survive any termination of this Agreement or your account and remain in full force and effect.

Modifications

Shooger may amend this Agreement at any time by posting a revised Agreement on the Shooger Website, and/or sending information regarding the amendment to the email address You provide to Shooger. You are responsible for regularly reviewing the Shooger website to obtain timely notice of such amendments. You shall be deemed to have accepted such amendments by your continued use of the Services after such amendments have been posted or information regarding such amendments has been sent to You.

 

Shooger reserves the right to modify or discontinue any of the Services with or without notice to You. Shooger shall not be liable to You or any third party should Shooger exercise its right to modify or discontinue the Services.

 

SMS Services

The Services include access to features via text messaging (SMS). There are specific methods for accessing the features of the Service through this option, as described below.

 

How to Opt-in: To opt-in or subscribe to our Services, You can register from our website, register from one of our smartphone applications, or SMS/text the Business Keyword to SWEET or 79338 and You will be guided through the process from your mobile phone.

 

How to Opt-out: To opt-out from our SMS Services, You can text STOP followed by the Business Keyword to SWEET or 79338 from your mobile phone and we will unsubscribe You from our SMS text messaging Services immediately. You can also text STOP to SWEET or 79338, in order to unsubscribe from all Merchants in our network. Once you opt-out, You will not receive any additional messages until You re-register on our website.

 

How to get help or support: To get help, email us at support@shooger.com, or call our toll free number at +1(800)429-0514. From your mobile phone, You may request our contact information at any time by texting HELP to SWEET or 79338.

 

Pricing: Message and Data Rates May Apply.

 

Supported carriers in the US include the following:

 

•AT&T

•T-Mobile ™

•Verizon Wireless

•Sprint/Nextel/Boost

•Alltel(includes Midwest)

•Virgin Mobile

•Cellular South

•nTelos

•Cellcom

•U.S. Cellular

•Rural

•East Kentucky Network

•Immix

•Centennial

•Bluegrass

•West Central (WCC)

•ACS Wireless

•Cox Wireless

•GCI Communications

•Inland Cellular

•Nex-Tech Wireless

•Revol Wireless

•Thumb Cellular

•United

•Dobson

•Cincinnati Bell

Resale of Services

Your right to use the Services is personal to You. You agree not to resell the use of the Services.

Intellectual Property and Copyright

You agree that Shooger and its licensors retain ownership of all intellectual property rights of any kind related to the Services. This Agreement does not grant You any license under any of those intellectual property rights, except for the limited right to use the Services in accordance with this Agreement. Product and service names that are mentioned or provided as part of the Services may be trademarks of their respective owners. Shooger is our registered trademark.

 

You retain any intellectual property rights in any copyrighted information that You post to the Services. You grant us a non-exclusive, irrevocable, perpetual, royalty-free, fully paid global license, with rights to sublicense, reproduce, make derivative works of, distribute, use, sell, or otherwise commercially exploit any such rights, in any manner we choose, subject to any restrictions we agree to in our Privacy Policy. In addition, You hereby grant Shooger and its users a non-exclusive, irrevocable, perpetual, royalty-free, fully paid global license, with rights to sublicense, reproduce, make derivative works of, distribute, access, use, sell, or otherwise commercially exploit all Content provided by You, and to use, distribute, reproduce, display, publish, prepare derivative works of, and modify and/or alter such Content as required in connection with Shooger’s delivery of the Services. If You have any rights to such Content that cannot be licensed to us, You hereby unconditionally and irrevocably waive (and agree to waive) the enforcement of such rights, and all claims and causes of action against us, our customers or partners anywhere in the world.

 

Shooger reserves the right to terminate its Agreement with any user who infringes third party copyright rights, upon notification to Shooger by the copyright owner or their agent. If You believe that any information posted through the Services constitutes a copyright infringement, You shall provide Shooger with (i) a physical or electronic signature of the person authorized to act on behalf of the copyright owner, (ii) identification of the location of the information on the Services that You claim has been infringed, (iii) a written statement by You including your name and contact information, and describing that You have good faith belief that the disputed information is not authorized by its copyright owner, agent or the law, and that the information in your notice is accurate, and, under penalty of perjury, that You are the copyright owner, or authorized to act on the copyright owner’s behalf.

 

Participation in Promotions of Merchants

You may enter into correspondence with or participate in promotions of Merchants or other advertisers showing their products and/or services on the Services. Any such correspondence or promotions, including the delivery of and the payment for goods and services, and any other terms, conditions, warranties or representations associated with such correspondence or promotions, are solely between You and the Merchant or other advertiser. Shooger assumes no liability, obligation or responsibility for any part of any such correspondence or promotion.

Junk and Spam Policy

The transmission of unsolicited advertisements is illegal under the Federal Telephone Consumer Protection Act http://www.fcc.gov/cgb/consumerfacts/canspam.html and a number of similar state laws. Distribution of unsolicited advertisements through the Services is prohibited. Notwithstanding the above, Shooger's distribution of advertising to its customers is not considered unsolicited advertising based upon your acceptance of this Agreement.

 

Shooger understands that receipt of such messages can impair your use of our Services. Accordingly, Shooger intends to use legally available means to prevent distribution and receipt of unsolicited advertisements to or by our Customers. At Shooger's option and without further notice, Shooger may use technologies and procedures, such as filters, that may terminate such unsolicited advertisements without delivering them.

 

If You believe that You are in receipt of an unsolicited advertisement, we ask that You take the following two steps:

 

If the message contains a telephone number, message number, or other instructions to "unsubscribe" or “opt-out” from receipt of additional junk messages, please do so; and please go to the following Web page to file a complaint with Shooger by inserting the required information and including a copy of the offending message: http://www.Shooger.com/ContactUs.aspx.

 

You hereby acknowledge and agree that Shooger, as owner of all promotion templates and consumer information, has any and all rights to assert any and all legal claims available against any third party as a result of your receipt of any unsolicited messages, including but not limited to claims under the Telephone Consumer Protection Act of 1991, and to the extent You do have any rights to bring any such claims, You hereby assign any and all such rights to Shooger.

Disclaimer of Warranties and Limitation of Liability

SHOOGER AND ALL SHOOGER SOFTWARE AND SERVICES ARE PROVIDED "AS IS," AND NEITHER SHOOGER NOR ANY OF ITS LICENSORS OR SERVICE PROVIDERS MAKES ANY EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES TO YOU REGARDING THE USABILITY, CONDITION OR OPERATION THEREOF. SHOOGER DOES NOT WARRANT THAT ACCESS TO OR USE OF SHOOGER SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT SHOOGER SOFTWARE OR SERVICES WILL MEET ANY PARTICULAR CRITERIA OF PERFORMANCE OR QUALITY. SHOOGER AND EACH OF ITS LICENSORS AND SERVICE PROVIDERS EXPRESSLY DISCLAIM ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, COMPATIBILITY, SECURITY OR ACCURACY. YOUR USE OF SHOOGER AND ALL SHOOGER SOFTWARE AND SERVICES IS AT YOUR OWN RISK. YOU ASSUME FULL RESPONSIBILITY AND RISK OF LOSS RESULTING FROM YOUR DOWNLOADING AND/OR USE OF FILES OR OTHER MATERIAL (INCLUDING SHOOGER SOFTWARE) OBTAINED EITHER DIRECTLY OR INDIRECTLY FROM SHOOGER. YOU AGREE THAT NEITHER SHOOGER NOR ANY OF ITS LICENSORS OR SERVICE PROVIDERS WILL BE LIABLE TO ANY PARTY FOR ANY DAMAGES, INLCUDING, BUT NOT LIMITED TO CONSEQUENTIAL, INDIRECT OR INCIDENTAL DAMAGES, ANY LOST PROFITS OR LOST SAVINGS, ANY DAMAGES RESULTING FROM BUSINESS INTERRUPTION, OR FAILURE TO MEET ANY DUTY OF CARE, OR CLAIMS BY A THIRD PARTY, EVEN IF SHOOOGER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS, DAMAGES, CLAIMS OR COSTS, ARISING OUT OF OR RELATING TO YOUR USE OF OR INABILITY TO USE SHOOGER OR ANY SHOOGER SOFTWARE OR SERVICES, AND YOU HEREBY WAIVE ANY CLAIMS WITH RESPECT THERETO, WHETHER BASED ON CONTRACTUAL, TORT OR OTHER GROUNDS. NOTWITHSTANDING ANYTHING TO THE CONTRARY SET FORTH IN THIS AGREEMENT, THE ENTIRE LIABILITY OF SHOOGER AND ITS LICENSORS AND SERVICE PROVIDERS AND YOUR EXCLUSIVE REMEDY WITH RESPECT TO THE USE OF THE SHOOGER SERVICES AND SOFTWARE OR ANY BREACH OF THIS AGREEMENT ARE LIMITED TO THE LESSER OF (i) THE ACTUAL AMOUNTS RECEIVED BY SHOOGER FOR SERVICES DURING THE THREE (3) MONTHS IMMEDIATELY PRIOR TO THE EVENT GIFING RISE TO SUCH DAMAGES, OR (II) $500.

 

NEITHER SHOOGER NOR ANY OF ITS LICENSORS OR SERVICE PROVIDERS SHALL BE HELD RESPONSIBLE IN ANY WAY OR BY ANY MEANS, EITHER DIRECTLY OR INDIRECTLY, FOR ANY COMMUNICATIONS DIFFICULTIES OUTSIDE OF SHOOGER’S OR ANY SUCH LICENSOR'S OR SERVICE PROVIDER'S CONTROL WHICH COULD LEAD TO THE INTERRUPTION OF DATA DELIVERY SERVICE TO THE CUSTOMER'S EMAIL ADDRESS, TELEPHONE OR ANY OTHER RECEIVING DEVICES OR THIRD-PARTY DATA STORAGE AND/OR DELIVERY SERVICES. YOU WILL NOT RELY ON ANY REPRESENTATION OR WARRANTY, EXPRESSED OR IMPLIED, MADE BY ANY PERSON OTHER THAN AN AUTHORIZED OFFICER OF SHOOGER, IN EVALUATING THE SHOOGER SERVICES AND/OR PRODUCTS OF SHOOGER.

 

IN ADDITION, YOU ACKNOWLEDGE AND AGREE THAT SHOOGER’S MERCHANTS ARE SOLELY RESPONSIBLE FOR ANY GOODS OR SERVICES YOU PURCHASE OR OTHERWISE RECEIVE FROM THEM. SHOOGER SHALL HAVE NO LIABILITY TO YOU OR ANY THIRD PARTY ARISING OUT OF OR RELATING TO SUCH GOODS OR SERVICES, INCLUDING, WITHOUT LIMITATION, IN CONNECTION WITH YOUR PURCHASE AND/OR USE THEREOF.

 

Indemnification

You agree to indemnify Shooger and each of its licensors and service providers from and against any and all liabilities, expenses (including attorneys' fees) and damages arising out of claims based upon (i) use of your Shooger account, including, without limitation, any violation of this Agreement by You or any other person using your account, (ii) any claim of libel, defamation, violation of rights of privacy or publicity, (iii) any loss of service by other customers, (iv) any infringement of intellectual property or other rights of any third parties by Content or other information provided by You to Shooger, and/or (v) any violation of any applicable laws, rules or regulations.

 

Notices and Consent

Notices given by Shooger to You will be given by electronic methods, via email or by a general posting on the Shooger Website. You consent to receiving communications from Shooger through electronic methods, and You agree that all terms and conditions, agreements, notices and any other communications that Shooger provides You electronically satisfies any legal requirements, as would be satisfied if it were in writing. In any matter requiring Shooger's prior consent, such consent will be considered given only if made in the foregoing manner by an authorized representative of Shooger. Notices given by You to Shooger must be given by email or by conventional mail (subject, however, to Shooger's verification procedures, as may be established by Shooger from time to time in its sole discretion, and which may include the requirement that You contact Shooger by phone so as to confirm that any such notice was in fact sent by you). Notices to Shooger by conventional mail must be sent to Mobile Promotions Network LLC, 3211 Ponce de Leon Blvd., Suite 101, Coral Gables, Florida 33134, U.S.A.

 

General Terms

THE LAWS OF THE STATE OF FLORIDA, U.S.A., EXCLUDING ITS CONFLICTS-OF-LAW RULES, GOVERN THIS AGREEMENT AND YOUR USE OF THE SHOOGER SOFTWARE AND SERVICES. THE UN CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS IS EXPRESSLY DISCLAIMED. YOU EXPRESSLY AGREE THAT EXCLUSIVE JURISDICTION FOR ANY CLAIM OR DISPUTE ARISING FROM THE USE OF THE SHOOGER SOFTWARE OR SERVICES RESIDES IN THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF FLORIDA OR THE COURTS OF RECORD OF THE STATE OF FLORIDA LOCATED IN MIAMI-DADE COUNTY. ANY CIVIL ACTION OR LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL BE BROUGHT IN SUCH COURTS OF RECORD OF THE STATE OF FLORIDA IN MIAMI-DADE COUNTY OR THE UNITED STATES DISTRICT COURT, SOUTHERN DISTRICT OF FLORIDA, AND EACH PARTY HEREBY CONSENTS TO THE JURISDICTION OF SUCH FLORIDA COURT IN ANY SUCH CIVIL ACTION OR LEGAL PROCEEDING AND WAIVES ANY OBJECTION TO THE LAYING OF VENUE OF ANY SUCH CIVIL ACTION OR LEGAL PROCEEDING IN SUCH FLORIDA COURT. If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced. Shooger's failure to act with respect to a breach by You or others does not waive Shooger's right to act with respect to subsequent or similar breaches. .The waiver by either party of a breach of this Agreement or any right pursuant to this Agreement shall not constitute a waiver of any subsequent breach of this Agreement, nor shall any delay by either party to exercise any right under this Agreement operate as a waiver of any such right. You may not assign or transfer this Agreement or any rights hereunder, and any attempt to the contrary is void. Shooger shall not be liable for any delay or failure to perform resulting directly or indirectly from any causes beyond Shooger's reasonable control. Parental control protections (such as computer hardware, software, or filtering services) are commercially available that may assist You in limiting access to material that is harmful to minors, although such technology may not be effective with regard to receipt of email messages as provided as part of the Services. Certain website links provided on the Shooger Website may let you leave the Shooger Website and enter a website not provided by, or not under the control of Shooger (“Third Party Links”). Shooger is not responsible for the content of any linked website, any link contained in a linked website or any changes or updates to such websites. Shooger provides these Third Party Links to you only as a convenience and the inclusion of a Third Party Link does not imply endorsement by Shooger of such sites. No software or programs of the Shooger Website may be downloaded or otherwise exported or re-exported (1) into or to a national or resident of Cuba, Iran, Libya, North Korea, Sudan, and Syria, or any other country upon which or person upon whom the United States has placed export controls, including anyone on the U.S. Treasury Department’s List of Specially Designated Nationals or the U.S. Commerce Department’s Table of Deny Orders. By downloading or using our the Shooger Website’s software or programs, you represent and warrant that you are permitted by U.S. export controls to do so and are not located in, under the control of, or a national or resident of any such country or on any such list. Shooger makes no representations that the materials on the Shooger Website are appropriate or legally available for use in locations outside the United States. If you are accessing our Shooger Website from jurisdictions where the contents of the Shooger Website may be illegal, you are solely responsible for complying with all local laws regarding online conduct and acceptable content. By submitting any information to the Shooger Website, you understand and agree that you are transferring it from your country and submitting it to Shooger’s servers in the United States. Shooger may provide testimonials on the Site that are intended to show examples of our products and services, and such testimonials do not necessarily portray actual clients currently or previously using such products and services.

With the exception of our Privacy Policy [http://www.shooger.com/privacy.aspx], this Agreement constitutes the entire agreement between you and us for governing your use of the Services and the Shooger Website and supersedes any prior agreements between you and us for that purpose, including any agreements applying to the Shooger Website.

 

YOU AGREE THAT ANY CAUSE OF ACTION ARISING FROM YOUR USE OF THE SERVICES MUST COMMENCE WITHIN ONE YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, YOU AGREE THAT SUCH A CAUSE OF ACTION WILL BE PERMANENTLY BARRED.

 

Jury Waiver. IN ANY CIVIL ACTION, COUNTERCLAIM, OR PROCEEDING, WHETHER AT LAW OR IN EQUITY, WHICH ARISES OUT OF, CONCERNS, OR RELATES TO THIS AGREEMENT, ANY AND ALL TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, THE PERFORMANCE OF THIS AGREEMENT, OR THE RELATIONSHIP CREATED BY THIS AGREEMENT, WHETHER SOUNDING IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE, TRIAL SHALL BE TO A COURT OF COMPETENT JURISDICTION AND NOT TO A JURY. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY. ANY PARTY MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS AGREEMENT WITH ANY COURT, AS WRITTEN EVIDENCE OF THE CONSENT OF THE PARTIES TO THIS AGREEMENT OF THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY. NEITHER PARTY HAS MADE OR RELIED UPON ANY ORAL REPRESENTATIONS TO OR BY ANY OTHER PARTY REGARDING THE ENFORCEABILITY OF THIS PROVISION. EACH PARTY HAS READ AND UNDERSTANDS THE EFFECT OF THIS JURY WAIVER PROVISION.

 

This Agreement is between You and Mobile Promotions Network LLC (dba Shooger). Any communications may be directed to: Mobile Promotions Network LLC (Shooger), 3211 Ponce de Leon Blvd., Suite 101, Coral Gables, Florida 33134, USA. Phone: +1 305 704 7940, Email: support@shooger.com.

 

The parties hereby agree that this Agreement shall be described in the English language.