Please read this Member Agreement (the "Agreement") from Shopscotch LLC ("Shopscotch") carefully before enrolling as a member ("Member") of the Shopscotch Shopping Cash Back Rewards Program (the "Program") to ensure that you, as a Member, fully understand what your rights and obligations are as a Member, and what our responsibilities are to you.

This Agreement explains the terms and conditions governing membership in the Program, and it is your responsibility to read and understand them. By enrolling as a member in the Program ("Member"), you agree to be bound by this Agreement. Enrollment is defined as providing Shopscotch with your valid email address and a password in which to access your account. Participation in the Program and its benefits are offered at the discretion of Shopscotch, and Shopscotch has the right to change this Agreement, in whole or in part, at any time with or without notice. You continued use of the Program after any such changes is your agreement to the changes.

By becoming a Member of the Shopscotch Web site, you agree that you have read, understood and agreed to the following terms and conditions, and consent to be bound by all of such terms and conditions, including any future amendments or updates thereto.

To be eligible for the Shopscotch Program, you:

a) must be an individual, 18 years of age or older.
b) must be human: no machines, scripts, or automated services may be used to accumulate any financial benefits derived from the use of Shopscotch. You may maintain only one account. Any duplicate accounts will be subject to cancellation.
c) must have Internet access and an email address to be eligible to participate in the Program. Shopscotch is not responsible for your inability to connect to the Internet, log into the Shopscotch Web site, or access your Shopscotch account.
d) agree not to send unwanted emails soliciting others to become members of the Shopscotch Program. Refusal to abide by this or any other rules may result in Shopscotch removing any referral earnings and/or canceling your membership.
e) represent and warrant you are an individual, you are of legal age to form a binding contract, and that all registration information you submit is accurate and truthful.

Shopscotch may, in its sole discretion, refuse to offer the Program to any person or entity and change its eligibility criteria at any time. This provision is void where prohibited by law and the right to access the Program is revoked in such jurisdictions.

2. Registration

You may visit the Web site and "shop as a guest" without registering, but to earn cash back rewards you are required to register with Shopscotch and select a password and username ("Username"). You shall not (i) select or use a Username with a name of another person with the intent to impersonate that person; (ii) use as a Username a name subject to any rights of a person other than you without appropriate authorization; or (iii) use as a Username a name that is otherwise offensive, vulgar or obscene. Shopscotch reserves the right to refuse registration of, or cancel a Username in its sole discretion.

You are solely responsible for activity that occurs on your account and shall be responsible for maintaining the confidentiality of your Shopscotch password. You shall never use another user's account without such other user's express permission. You will immediately notify Shopscotch in writing of any unauthorized use of your account, or other account related security breach of which you are aware.

You must be logged into Shopscotch and enter your password to change your account profile and preferences. You may check your account status and recent earning history at any time via the profile link on the Shopscotch Web site.

Shopscotch is entitled to act on instructions received under your password. You are responsible for keeping your email address, password, account numbers, and other account information confidential. Shopscotch is not responsible for any credits or debits made to your account by someone else who uses your password.

3. Member Acknowledgements

The Program provides you with the ability to share your purchase activity, or other information publicly on the Web site or third party web sites (the "Member Acknowledgements"). By allowing Member Acknowledgements on the Web site or otherwise through the Program, you:

a) are aware of the publication of Member Acknowledgements, and that you may be identified publicly by your Username in association with any such Member Acknowledgement;
b) hereby do and shall grant Shopscotch a worldwide, non-exclusive, perpetual, irrevocable, royalty-free, fully paid, sublicensable and transferable license to use, edit, modify, reproduce, distribute, prepare derivative works of, display, perform, and otherwise fully exploit the Member Acknowledgements in connection with the Web site, the Program and Shopscotch's (and its successors and assigns') business, including without limitation for promoting and redistributing part or all of the Web site (and derivative works thereof) or the Program in any media formats and through any media channels (including, without limitation, third party web sites). You also hereby do and shall grant each user of the Web site and/or the Program a non-exclusive license to access your Member Acknowledgements through the Web site and the Program, and to use, edit, modify, reproduce, distribute, prepare derivative works of, display and perform such Member Acknowledgements solely for personal, non-commercial use.
c) represent and warrant, and can demonstrate to Shopscotch's full satisfaction upon request that you (i) own or otherwise control all rights to all content in your Member Acknowledgements, or that the content in such Member Acknowledgements is in the public domain, (ii) you have full authority to act on behalf of any and all owners of any right, title or interest in and to any content in your Member Acknowledgements to use such content as contemplated by these Terms of Use and to grant the license rights set forth above, (iii) you have the permission to use the name and likeness of each identifiable individual person and to use such individual's identifying or personal information as contemplated by these Terms of Use; and (iv) you are authorized to grant all of the aforementioned rights to the Member Acknowledgements to Shopscotch and all users of the Program;
d)represent and warrant that the use or other exploitation of such Member Acknowledgements by Shopscotch and use or other exploitation by users of the Web site and Program as contemplated by this Agreement will not infringe or violate the rights of any third party, including without limitation any privacy rights, publicity rights, copyrights, contract rights, or any other intellectual property or proprietary rights; and
e) understand that Shopscotch shall have the right to delete, edit, modify, reformat, excerpt, or translate any materials, content or information on its Web site; and that Shopscotch will not be liable for any errors or omissions in any content; and that Shopscotch cannot guarantee the identity of any other users with whom you may interact in the course of using the Program.

Members may change their privacy settings, including the publication of Member Acknowledgements at any time in their account profile; however, any such changes only apply going forward and will not delete or otherwise affect Member Acknowledgements that have been distributed or copied to other third party web sites or by other users prior to such privacy setting changes.

4. Cash Back Earnings

Members will be awarded, subject to the terms and conditions enumerated in this Agreement, a percentage of the net purchases they make at the stores affiliated with and accessed via Shopscotch ("Shopping Partners"). The specific cash back payment associated with each Shopping Partner will be posted on shopscotch.com. The net purchase is defined as the total amount paid to the Shopping Partner minus tax, gift wrapping, shipping, promotional credits, returns, cancellations, and transaction fees, or as the Shopping Partner otherwise defines on their respective Web site. All Shopping Partner membership and/or operating agreements as they relate to their affiliate or partner programs with Shopscotch and which reside on the Shopping Partner's respective Web sites are hereby incorporated into this Agreement by reference.

As a Member, purchases made through Shopscotch Shopping Partners will be deemed "Qualified Purchases" and will earn cash back if and only if all of the following criteria are satisfied. "Cookies", both first and third party (if applicable), must be enabled on your Web browser, and you must be logged into you Shopscotch account. All potential Qualified Purchases must begin by clicking on a Shopscotch link to the Shopping Partner. The Shopscotch link to a Shopping Partner must not be altered. All purchases must be started and completed in one shopping session after the member clicks through to a Shopping Partner via a Shopscotch link. If a purchase is completed during a different shopping session, it will not be considered a Qualified Purchase. Purchases must not use coupons provided by any party other than Shopscotch. Purchases from "Coupons Only" and "No Discount" Affiliated Merchants are not deemed a "Qualified Purchase."

The determination of whether or not a purchase made through a Shopscotch Shopping Partner is a "Qualified Purchase" is at the sole discretion of Shopscotch. All cash back rewards earned by Members are subject to review. Necessary adjustments may be applied to Member accounts at any time by Shopscotch at its sole discretion. If you do not agree to adjustments made to your account, your only recourse will be to terminate your membership in the Program. Shopscotch reserves the right to terminate any account for abusive or fraudulent activity, or if the Member is no longer reachable at the email address provided.

If a Shopping Partner fails to report a transaction to Shopscotch, or withholds payment to Shopscotch for any reason, Shopscotch reserves the right to cancel the cash back reward associated with that transaction. Cash back rewards awarded to Members are subject to adjustments for returns, cancellations, and other events. Such adjustments can be applied to Member accounts at any time by Shopscotch at its sole discretion. Should you disagree with any adjustments made to your account, your sole remedy is to withdraw from the Program.

The appropriate Shopscotch cash back rewards will be posted to your account as "Pending" within 30 days of the date on which a Shopping Partner reports your transaction to Shopscotch. For a period of up to 90 days, your account will refer to the cash back earnings as "Pending." This time period is in regards to the Shopping Partner's process to reverse a transaction for return purposes. Once the reversal time period for a Shopping Partner has expired, your cash back earnings will be then be identified as "Redeemable," at which time you can request a payment redeeming your cash back earnings. You can view your balance and purchase history by clicking the profile link in the upper right corner of any page.

You may be taxed on your cash back earnings, depending on the amount of cash back rewards you earn and the tax laws of federal, state, and local jurisdictions. Shopscotch may choose to provide you with tax and other notices to you on occasion. In all instances, you will be solely responsible for any and all tax liability arising out of your accrual or redemption of cash back rewards.

There are a limited number of purchases that are not eligible for earnings or payment of cash back rewards. Be sure to check for any cash back exclusions on the specific Shopping Partner's page before purchasing. Please note Shopping Partners regularly change policies and if a Shopping Partner fails to report a transaction to Shopscotch, or withholds payment to Shopscotch for any reason, Shopscotch reserves the right to cancel the cash back reward associated with that transaction.

It is your responsibility to check your account regularly to ensure that cash back rewards have been properly credited and that your account balance is accurate. If you do not believe that a cash back reward has been correctly credited to your account, you must contact Shopscotch Customer Care within 120 days of the transaction; thereafter, no further adjustments can be made.

Shopscotch is not responsible for changes to, or discontinuance of, any Shopping Partner, or for any Shopping Partner withdrawal from the Program, or for any effect on accrual of cash back rewards caused by such changes, discontinuance, or withdrawal. Shopscotch is not responsible for changes to, or discontinuance of, any special offer or coupon code at a Shopping Partner site. It is the Member's responsibility to make sure that all specials are valid. If you choose to use coupons and specials that are not listed on the Shopscotch site, we cannot guarantee that you will be eligible to receive an Shopscotch cash back reward on your purchases.

5. Referral Earnings

Members can refer friends by entering their names and email addresses on the Web forms provided on the site. You may only refer friends who you know on a personal basis, and may not refer yourself, a nonexistent person, or any person who you may have reason to believe may take objection to being asked to participate in Shopscotch. A member you refer is considered "successfully joined" when he/she creates an account with Shopscotch for the Program.

Shopscotch reserves the right not to send any given referral an invitation email if the referral has opted out of receiving emails from Shopscotch, if Shopscotch believes that you are referring people you do not know personally or may be using the Program in a fraudulent manner, or for any other reason as determined in Shopscotch sole discretion.

Members will earn cash back based on your referrals' activity on the Shopscotch site. Specifically, Members will earn 10% of all cash back earned by referrals. Members have the ability to view referral earnings on the Shopscotch site in their account profile.

Shopscotch reserves the right to determine, in its sole discretion, whether any referral is valid and whether you have met the requirements to earn cash back as described above. Shopscotch may, in its sole discretion, discontinue or alter any aspect of the referral program and/or update or change these rules at any time, with or without notice, and without liability. Shopscotch may suspend or terminate your participation in the referral program at any time and for any reason. If Shopscotch determines, in its sole discretion, your actions violate or are otherwise inconsistent with these rules, Shopscotch reserves the right to terminate your Shopscotch membership, resulting in a forfeiture of all accrued and unpaid cash back earnings.

6. Payment

Money earned through the referral program will be paid along with regular cash back rewards. The referral program may be ended, percentages reduced or the program modified in any way, at any point, and without notice, though all accrued referral monies will be paid in full if and when this occurs.

Shopscotch pays its members cash back earnings and other monetary awards when the member reaches the minimum redeemable amount, which is $25. Please note cash back from certain merchants cannot be paid according to the typical timeframe and must be held up to 90 days following purchase based on the Shopping Partner's return and payment policy. Shopscotch reserves the right to delay payment based on changes to Shopping Partners' policies and procedures at any time.

It is your responsibility to keep your account information current in order to facilitate the payment of your cash back and other monetary rewards. In the event that your information is not current at the time of payment, you forfeit all accrued cash back and other monetary rewards to Shopscotch. Shopscotch is not responsible for any misapplied payments or payments sent to the wrong address if these errors were caused by inaccurate email or contact information provided by you or your failure to update your account information for any changes.

7. Disclosure of Account Information

You authorize Shopscotch to only disclose to third parties information you have provided, or information that Shopscotch has obtained about your Shopscotch account or shopping behavior: (i) to agents, contractors, and licensees of Shopscotch or its affiliates, such as independent auditors, consultants or attorneys; (ii) to comply with government agency or court orders or requests; (iii) in providing aggregated and non-personalized marketing services for a Shopping Partner or other advertising client, or (iv) where it is necessary for redemption or transfer of your cash back or other monetary rewards. Further, you authorize Shopscotch to receive any account information from any Shopping Partner including, but not limited to information regarding purchases made, items searched for or added to your shopping cart, products ordered, order number, the time and date the purchase occurred, and the email address and other contact information entered for the purchase. You agree to hold the Shopping Partner harmless for any information disclosed to Shopscotch. You allow Shopscotch to collect and use non- personalized marketing information regarding visits and related to purchases made from internet commerce sites.

By signing up for membership at Shopscotch, you agree to receive communications that are account and membership related. For example, cash back confirmation, redemption confirmation, etc. Also, periodic shopping-related emails are sent that highlight coupons and special deals that are available to Shopscotch members. You can opt-out of receiving emails that are not account-related by either (i) visiting your account profile, or (ii) following the unsubscribe link on any of the emails. Since we need to communicate account information with you in order to operate our service, you cannot unsubscribe from account information emails. But rest assured, we don't send account emails unnecessarily. If you don't wish to ever hear from us, even if just to hear that we tracked your purchase and awarded you cash back, you can deactivate your account by contacting Customer Care.

8. Disclaimer

THE SHOPSCOTCH PROGRAM IS BEING PROVIDED TO MEMBERS "AS IS" WITH NO WARRANTY. TO THE MAXIMUM EXTENT PERMITTED BY LAW, SHOPSCOTCH DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE PROGRAM, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF STORES, ABILITY AND FITNESS FOR ANY PARTICULAR PURPOSE AND IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE.

SHOPSCOTCH DOES NOT WARRANT, GUARANTEE, OR MAKE ANY REPRESENTATIONS REGARDING THE QUALITY OF, OR ACCURACY OF ADVERTISEMENTS FOR, ANY MERCHANDISE, PRODUCTS, OR SERVICES OFFERED OR PROVIDED BY SHOPPING PARTNERS OR SUPPLIERS IN CONJUNCTION WITH THE PROGRAM. IN ADDITION, ALTHOUGH SHOPSCOTCH INTENDS TO TAKE REASONABLE STEPS TO PREVENT THE INTRODUCTION OF VIRUSES OR OTHER DESTRUCTIVE MATERIALS TO THE SHOPSCOTCH WEB SITE, SHOPSCOTCH DOES NOT WARRANT, GUARANTEE OR MAKE ANY REPRESENTATIONS THAT THIS SITE IS FREE OF DESTRUCTIVE MATERIALS. IN ADDITION, SHOPSCOTCH DOES NOT WARRANT THAT ACCESS TO THIS SITE WILL BE UNINTERRUPTED OR ERROR-FREE, AND SHOPSCOTCH ASSUMES NO RESPONSIBILITY FOR ANY DAMAGE CAUSED BY YOUR ACCESS, OR INABILITY TO ACCESS, THIS SITE OR YOUR USE OR INABILITY TO USE THE SOFTWARE, INCLUDING, BUT NOT LIMITED TO, YOUR INABILITY TO EARN CASH BACK REWARDS BY PURCHASING ITEMS FROM A SHOPPING PARTNER.

9. Limitation of Liability and Indemnity

IN NO EVENT WILL ANY OTHER COMPANY WITH WHICH SHOPSCOTCH HAS A CONTRACTUAL OR OTHER RELATIONSHIP, INCLUDING WITHOUT LIMITATION, CO-BRANDING, CO-MARKETING, JOINT DEVELOPMENT, A STORE RELATIONSHIP, OR A LICENSING OR SUPPLIER RELATIONSHIP (EACH A "CORPORATE PARTICIPANT") BE LIABLE TO YOU FOR NON-PERFORMANCE OF SHOPSCOTCH OBLIGATIONS. YOU AGREE NOT TO SUE ANY CORPORATE PARTICIPANT FOR NON-PERFORMANCE BY SHOPSCOTCH. IN NO EVENT SHALL SHOPSCOTCH BE LIABLE FOR ANY DAMAGES, CLAIMS OR LOSSES INCURRED (INCLUDING WITHOUT LIMITATION COMPENSATORY, INCIDENTAL, INDIRECT, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES), HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY ARISING IN CONNECTION WITH: (I) THE PROGRAM; (II) ANY FAILURE, DELAY, OR DECISION BY SHOPSCOTCH IN ADMINISTERING THE PROGRAM; (III) THE USE OR INABILITY TO USE THE PROGRAM OR THIS WEB SITE; (IV) THE USE OR INABILITY TO USE ANY SOFTWARE RELATED TO THE PROGRAM INCLUDING BUT NOT LIMITED TO LOST PROFITS, LOST BUSINESS OR LOST OPPORTUNITY, OR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL OR EXEMPLARY OR PUNITIVE DAMAGES, INCLUDING LEGAL FEES, ARISING OUT OF SUCH USE OR INABILITY TO USE THE SOFTWARE, OR (V) THE PURCHASE OR USE OF ANY MERCHANDISE, PRODUCTS, OR SERVICES OF SHOPPING PARTNERS OR OTHER STORES OR SUPPLIERS, EVEN IF SHOPSCOTCH, OR REPRESENTATIVES THEREOF, ARE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, CLAIMS, OR LOSSES AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

MEMBER AGREES TO INDEMNIFY AND HOLD SHOPSCOTCH, ITS PARENTS, SUBSIDIARIES, AFFILIATES, OFFICERS, DIRECTORS AND EMPLOYEES, HARMLESS FROM ANY CLAIM OR DEMAND, INCLUDING REASONABLE ATTORNEY'S FEES, MADE BY ANY THIRD PARTY DUE TO OR ARISING OUT OF MEMBER'S USE OF THE PROGRAM, THE VIOLATION OF THESE POLICIES BY MEMBER, OR THE INFRINGEMENT BY MEMBER, OR OTHER USER OF THE PROGRAM USING THE MEMBER'S ACCOUNT, OF ANY INTELLECTUAL PROPERTY OR OTHER RIGHT OF ANY PERSON OR ENTITY, OR AS A RESULT OF ANY THREATENING, LIBELOUS, OBSCENE, HARASSING OR OFFENSIVE MATERIAL CONTAINED IN ANY MEMBER COMMUNICATIONS.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS OF SECTIONS 8 AND 9 MAY NOT APPLY TO YOU.

YOU AGREE TO INDEMNIFY AND HOLD SHOPSCOTCH AND ITS SUBSIDIARIES, AFFILIATES, OFFICERS, AGENTS, EMPLOYEES, SHOPPING PARTNERS, AND LICENSORS HARMLESS FROM ANY CLAIM OR DEMAND, INCLUDING REASONABLE ATTORNEYS' FEES, MADE BY ANY THIRD PARTY DUE TO OR ARISING OUT OF CONTENT YOU SUBMIT, POST, TRANSMIT, MODIFY OR OTHERWISE MAKE AVAILABLE THROUGH THE PRGRAM, YOUR USE OF THE PROGRAM, YOUR CONNECTION TO THE PROGRAM, YOUR VIOLATION OF THIS AGREEMENT, OR YOUR VIOLATION OF ANY RIGHTS OF ANOTHER.

10. Termination or Changes to the Program

Shopscotch reserves the right to terminate the Program at any time with notice. Notification of Program termination will be posted on this Web site and/or sent to the email address you provide to Shopscotch during the registration process. Shopscotch will not be responsible for failing to notify you of Program termination where such failure is caused by any reason outside the control of Shopscotch, including an error in your email program, an inaccurate email address, your failure to check for your email, delivery of email to bulk or spam folder, or your failure to inform Shopscotch of a change in your email address.

Shopscotch may modify this Agreement from time to time, with or without notice, and your continued participation in the Program after such modification shall be deemed to be your acceptance of any such modification. It is your responsibility to check the Terms of Use page of the Shopscotch Web site regularly to determine whether this Agreement has been modified. If you do not agree to any modification of this Agreement, you must immediately cease participation in the Program.

11. Termination of Membership

Membership in the Program is subject to this Agreement and all of its terms and conditions. Any failure to comply with this Agreement, any fraud or abuse relating to the earning or redemption of cash back or other monetary rewards, or any misrepresentation of any information furnished to Shopscotch or its affiliates by you, or anyone acting on your behalf, may result in the termination of your membership in the Program, cancellation of your Shopscotch account and/or forfeiture of your earned cash back and other monetary rewards. Shopscotch also reserves the right to close accounts that have been inactive for more than 12 months. Inactivity is defined as your failure to log into your account during such 12 month period. Any deactivated account loses cash back earnings and Program access.

12. Choice Of Law; Jurisdiction And Time Period For Claims

This Agreement shall be governed by and construed in accordance with the laws of the State of New Colorado, without reference to conflicts of law rules, and that any and all claims, causes of action or disputes (regardless of theory) arising out of or relating to this Agreement, or the relationship between you and Shopscotch, shall be brought exclusively in the courts located in the county of Denver, Colorado or the U.S. District Court for the District of Colorado. You and Shopscotch agree to submit to the personal jurisdiction of the courts located within the county of Denver, Colorado or the District of Colorado, and agree to waive any and all objections to the exercise of jurisdiction over the parties by such courts and to venue in such courts. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Program or this Agreement must be filed within one (1) year after such claim or cause of action arose or be forever barred.

13. General

If any provision of this Agreement is found invalid or unenforceable, that provision shall be enforced to the maximum extent possible, and the other provisions contained herein will remain in full force and effect. Shopscotch' failure to insist upon or enforce strict performance of any provision of the Agreement shall not be construed as a waiver of any provision or right. Nothing in this Agreement shall be construed as creating or constituting a partnership, joint venture or agency relationship between Shopscotch and the Shopping Partners or between Shopscotch and any other of its Corporate Participants. Neither the Shopping Partners nor any Corporate Participant shall have the ability to create any obligation on Shopscotch' behalf. This Agreement constitutes the entire agreement between you and Shopscotch with respect to the Program.