Cprice Terms of Services

Last Updated: November 1st, 2023

1. Introduction

▪ Welcome to Cprice! Your use of the beta version Cprice’s services, including the services Cprice makes available through this website and all related web sites, mobile sites, data files, visualizations and applications which link to these terms of service (the “Site”) and to all software or services offered by Cprice in connection with any of those (the “Services”), is governed by these terms of service (the “Terms”), so please carefully read them before using the Services. For the purposes of these Terms, “we,” “our,” “us,” and “Cprice” refer to Cpriceco, the providers and operators of the Services.

▪ In order to use the Services, you must first agree to these Terms. If you are registering for or using the Services on behalf of an organization, you are agreeing to these Terms for that organization and promising that you have the authority to bind that organization to these Terms. In that case, “you” and “your” will also refer to that organization, wherever possible.

▪ You must be over 13 years of age to use the Services, and children under the age of 13 cannot use or register for the Services. If you are over 13 years of age but are not yet of legal age to form a binding contract (in many jurisdictions, this age is 18), then you must get your parent or guardian to read these Terms and agree to them for you before you use the Services. If you are a parent or guardian and you provide your consent to your child’s registration with the Services, you agree to be bound by these Terms with respect of your child’s use of the Services.

▪ You agree your use of the Services is not contingent on the delivery of any future func-tionality or features or dependent on any oral or written public comments made by Cprice or any of its affiliates regarding future functionality or features.

▪ If you have entered into a separate written agreement with Cprice for use of services, the terms and conditions of such other agreement shall prevail over any conflicting terms or conditions in these terms.

▪ ARBITRATION NOTICE: EXCEPT FOR CERTAIN TYPES OF DISPUTES DE-SCRIBED IN THE ARBITRATION CLAUSE BELOW, YOU AGREE THAT DIS-PUTES BETWEEN YOU AND CPRICE WILL BE RESOLVED BY MANDATORY BINDING ARBITRATION AND YOU WAIVE ANY RIGHT TO PARTICIPATE IN A CLASS-ACTION LAWSUIT OR CLASS-WIDE ARBITRATION.

▪ BY USING, DOWNLOADING, INSTALLING, OR OTHERWISE ACCESSING THE SERVICES OR ANY MATERIALS INCLUDED IN OR WITH THE SERVICES, YOU HEREBY AGREE TO BE BOUND BY THESE TERMS. IF YOU DO NOT ACCEPT THESE TERMS, THEN YOU MAY NOT USE, DOWNLOAD, INSTALL, OR OTHERWISE ACCESS THE SERVICES.

▪ CERTAIN FEATURES OF THE SERVICES OR SITE MAY BE SUBJECT TO ADDITIONAL GUIDELINES, TERMS, OR RULES, WHICH WILL BE POSTED ON THE SERVICE OR SITE IN CONNECTION WITH SUCH FEATURES. TO THE EXTENT SUCH TERMS, GUIDELINES, AND RULES CONFLICT WITH THESE TERMS, SUCH TERMS SHALL GOVERN SOLELY WITH RESPECT TO SUCH FEATURES. IN ALL OTHER SITUATIONS, THESE TERMS SHALL GOVERN.

2. Description of Beta Services

▪ The Services consist of an integrated platform designed to allow you to review a range of products sold by online retailers in person, and to purchase such products in real time at a competitive price through our application. Unless specifically agreed to otherwise by Cprice in writing, Cprice is not acting as a reseller – instead, we are acting as your con-tracting agent or representative for the purpose of purchasing goods online on your be-half. All responsibility for fulfilling and processing orders shall be with the online retailer, not with Cprice.

▪ If you have any issues with your order or would like to request our assistance in handling a return or refund of your order, you must contact us at info@cprice.co and coop-erate with our reasonable instructions. Failure to contact or reasonably coordinate with us will result in our inability to assist you in processing a return or refund. In such case, we shall not be responsible for your order.

3. Your Account

▪ In the course of registering for or using the Services, you may be required to provide Cprice with certain information, including your name, email address and password (“Credentials”). Cprice handles such information with the utmost attention, care and se-curity. Nonetheless, you, not Cprice, shall be responsible for maintaining and protecting your Credentials in connection with the Services. If your contact information or other in-formation relating to your account changes, you must notify Cprice promptly and keep such information current. You are solely responsible for any activity using your Creden-tials, whether or not you authorized that activity. You should immediately notify Cprice of any unauthorized use of your Credentials or if your email or password has been hacked or stolen. If you discover that someone is using your Credentials without your consent, or you discover any other breach of security, you agree to notify Cprice immediately.

4. Content

▪ A variety of information, reviews, recommendations, messages, comments, posts, text, graphics, software, photographs, videos, data, and other materials (“Content”) may be made available through the Services by Cprice or its suppliers (“Cprice-Supplied Content”). While Cprice strives to keep the Content that it provides through the Services accurate, complete, and up-to-date, Cprice cannot guarantee, and is not responsible for the accuracy, completeness, or timeliness of any Cprice-Supplied Content.

▪ You acknowledge that you may also be able to create, transmit, publish or display information (such as data files, written text, computer software, music, audio files or other sounds, photographs, videos or other images) through use of the Services. All such information is referred to below as “User Content.”

▪ You agree that you are solely responsible for (and that Cprice has no responsibility to you or to any third party for) any User Content, and for the consequences of your actions (including any loss or damage which Cprice may suffer) in connection with such User Content. If you are registering for these Services on behalf of an organization, you also agree that you are also responsible for the actions of associated Users and for any User Content that such associated Users might upload, record, publish, post, link to, or otherwise transmit or distribute through use of the Services.

▪ Cprice may refuse to store, provide, or otherwise maintain your User Content for any or no reason. Cprice may remove your User Content from the Services at any time if you violate these Terms or if the Services are canceled or suspended. If User Content is stored using the Services with an expiration date, Cprice may also delete the User Content as of that date. User Content that is deleted may be irretrievable. You agree that Cprice has no responsibility or liability for the deletion or failure to store any User Content or other communications maintained or transmitted through use of the Services.

▪ Cprice reserves the right (but shall have no obligation) to monitor and remove User Con-tent from the Services, in its discretion. You agree to immediately take down any Content that violates these Terms, including pursuant to a takedown request from Cprice. In the event that you elect not to comply with a request from Cprice to take down certain Con-tent, Cprice reserves the right to directly take down such Content.

▪ By submitting, posting or otherwise uploading User Content on or through the Services you give Cprice a worldwide, nonexclusive, perpetual, fully sub-licensable, royalty-free right and license as set below:

▪ with respect to User Content that you submit, post or otherwise make publicly or generally available via the Services (e.g. public forum posts), the license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distrib-ute , publicly perform, and publicly display such User Content (in whole or part) worldwide via the Services or otherwise, and/or to incorporate it in other works in any form, media, or technology now known or later developed for any legal busi-ness purpose; and

▪ with respect to User Content that you submit, post or otherwise transmit privately via the Services (e.g. via private chat messages with other Users), the license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, publicly perform and publicly display such User Content for the sole purpose of enabling Cprice to provide you with the Services.

5. Proprietary Rights

▪

You acknowledge and agree that Cprice (or Cprice’s licensors) own all legal right, title and interest in and to the Services and Cprice-Supplied Content and that the Services and Cprice-Supplied Content are protected by copyrights, trademarks, patents, or other proprietary rights and laws (whether those rights happen to be registered or not, and wherever in the world those rights may exist).

▪ Except as provided in Section 4, Cprice acknowledges and agrees that it obtains no right, title or interest from you (or your licensors) under these Terms in or to any Content that you create, upload, submit, post, transmit, share or display on, or through, the Services, including any intellectual property rights which subsist in that Content (whether those rights happen to be registered or not, and wherever in the world those rights may exist). Unless you have agreed otherwise in writing with Cprice, you agree that you are respon-sible for protecting and enforcing those rights and that Cprice has no obligation to do so on your behalf.

6. License from Cprice and Restrictions on Use

▪ Cprice gives you a personal, worldwide, royalty-free, non-assignable and non-exclusive license to use the Services for our beta evaluation purposes, as well as to review and shop for certain online products in real time, in the manner permitted by these Terms. You may not use the Services for any other purpose, including, without limitation, in a commercial capacity, without the express written consent of Cprice. This is beta test software, and as such, is believed to CONTAIN BUGS AND MAY CAUSE DATA LOSS. You are advised to safeguard important data, to use caution and not to rely in any way on the correct functioning or performance of the Services and/or accompanying materials.

▪ You may not (and you may not permit anyone else to): (i) copy, modify, create a deriva-tive work of, reverse engineer, decompile or otherwise attempt to extract the source code of the Services or any part thereof, unless this is expressly permitted or required by law, or unless you have been specifically told that you may do so by Cprice, in writing (e.g., through an open source software license); or (ii) attempt to disable or circumvent any se-curity mechanisms used by the Services or any applications running on the Services.

▪ You may not engage in any activity that interferes with or disrupts the Services (or the servers and networks which are connected to the Services).

▪ You may not access the Services in a manner intended to avoid incurring fees or exceed-ing usage limits or quotas.

▪ You may not access the Services for the purpose of bringing an intellectual property in-fringement claim against Cprice or for the purpose of creating a product or service com-petitive with the Services. You may not use any robot, spider, site search/retrieval appli-cation or other manual or automatic program or device to retrieve, index, “scrape,” “data mine” or in any way gather Content from the Services.

▪ You agree that you will not upload, record, publish, post, link to, transmit or distribute User Content, or otherwise utilize the Services in a manner that: (i) advocates, promotes, incites, instructs, informs, assists or otherwise encourages violence or any illegal activities; (ii) infringes or violates the copyright, patent, trademark, service mark, trade name, trade secret, or other intellectual property rights of any third party or Cprice, or any rights of publicity or privacy of any party; (iii) attempts to mislead others about your identity or the origin of a message or other communication, or impersonates or otherwise misrepresents your affiliation with any other person or entity, or is otherwise materially false, mis-leading, or inaccurate; (iv) promotes, solicits or comprises inappropriate, harassing, abu-sive, profane, hateful, defamatory, libelous, threatening, obscene, indecent, vulgar, por-nographic or otherwise objectionable or unlawful content or activity; (v) is harmful to minors; (vi) utilizes or contains any viruses, Trojan horses, worms, time bombs, or any other similar software, data, or programs that may damage, detrimentally interfere with, surreptitiously intercept, or expropriate any system, data, personal information, or proper-ty of another; or (vii) violates any law, statute, ordinance, or regulation (including without limitation the laws and regulations governing export control, unfair competition, anti-discrimination, or false advertising).

▪ You may not use the Services if you are a person barred from receiving the Services under the laws of the United States or other countries, including the country in which you are resident or from which you use the Services. You affirm that you are over the age of 13, as the Services are not intended for children under 13.

7. Confidentiality

▪ You agree that, unless otherwise specifically provided herein or agreed by Cprice in writ-ing, the Services provided to you by Cprice constitutes confidential proprietary infor-mation of Cprice. You shall not permit other individuals to use the Services or to view the related documentation without the permission of Cprice. You agree not to transfer, copy, disclose, provide or otherwise make available confidential information in any form to any third party without the prior written consent of Cprice. You agree to implement reasonable security measures to protect such confidential information, and without limita-tion to the foregoing, you shall use best efforts to maintain the security of the Services provided to you by Cprice. You will use your best efforts to cooperate with and assist Cprice in identifying and preventing any unauthorized use, copying, or disclosure of the Services.

8. Pricing Terms

▪ The Services are currently provided to you free of charge. However, we may charge a fee for some parts of the Services at some point in the future. If we do so, we will provide you with information of the pricing for those portions of the Services at that point.

9. Privacy Policies

▪ These Services are provided in accordance with our Privacy Policy, which can be found at cprice.co. You agree to the use of your User Content and personal information in accordance with these Terms and Cprice’s Privacy Policy.

10. Modification and Termination of Services

▪ Cprice is constantly innovating in order to provide the best possible experience for its us-ers. You acknowledge and agree that the form and nature of the Services which Cprice provides may change from time to time without prior notice to you, subject to the terms in its Privacy Policy. Changes to the form and nature of the Services will be effective with respect to all versions of the Services; examples of changes to the form and nature of the Services include without limitation changes to fee and payment policies, security patches, added functionality, automatic updates, and other enhancements. Any new features that may be added to the website or the Services from time to time will be subject to these Terms, unless stated otherwise.

▪ You may terminate these Terms at any time by canceling your account on the Services. You will not receive any refunds if you cancel your account.

▪ You agree that Cprice, in its sole discretion and for any or no reason, may terminate your account or any part thereof. You agree that any termination of your access to the Services may be without prior notice, and you agree that Cprice will not be liable to you or any third party for such termination.

▪ Unless earlier terminated as set forth above in this paragraph, these Terms will automati-cally expire upon the release of a non-beta commercial version of the Services.

▪ Upon any termination of the Services or your account these Terms will also terminate, but all provisions of these Terms which, by their nature, should survive termination, shall survive termination, including, without limitation, ownership provisions, warranty dis-claimers, and limitations of liability.

11. Changes to the Terms

▪ These Terms may be amended or updated from time to time without notice and may have changed since your last visit to the website or use of the Services. It is your responsibility to review these Terms for any changes. By continuing to access or use the Services after revisions become effective, you agree to be bound by the revised Terms. If you do not agree to the new Terms, please stop using the Services. Please visit this page regularly to review these Terms for any changes.

12. DISCLAIMER OF WARRANTY

▪ YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR USE OF THE SERVICES ARE AT YOUR SOLE RISK AND THAT THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” YOU AGREE THAT CPRICE IS UNDER NO OBLIGATION TO RELEASE AND/OR OFFER FOR SALE A COMMERCIAL VERSION OF THE SERVICES AND CPRICE HAS THE RIGHT TO UNILATERALLY ABANDON DEVELOPMENT OF THE SERVICES OR ANY SUBSIDIARY FEATURE AT ANY TIME AND WITHOUT OBLIGATION OR LIABILITY TO YOU.

▪ CPRICE, ITS SUBSIDIARIES AND AFFILIATES, AND ITS LICENSORS MAKE NO EXPRESS WARRANTIES AND DISCLAIM ALL IMPLIED WARRANTIES REGARDING THE SERVICES, INCLUDING IMPLIED WARRANTIES OF MER-CHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. WITHOUT LIMITING THE GENERALITY OF THE FOREGO-ING, CPRICE, ITS SUBSIDIARIES AND AFFILIATES, AND ITS LICENSORS DO NOT REPRESENT OR WARRANT TO YOU THAT: (A) YOUR USE OF THE SER-VICES WILL MEET YOUR REQUIREMENTS, (B) YOUR USE OF THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERROR, AND (C) USAGE DATA PROVIDED THROUGH THE SERVICES WILL BE ACCURATE.

▪ NOTHING IN THESE TERMS, INCLUDING SECTIONS 11 AND 12, SHALL EX-CLUDE OR LIMIT CPRICE’S WARRANTY OR LIABILITY FOR LOSSES WHICH MAY NOT BE LAWFULLY EXCLUDED OR LIMITED BY APPLICABLE LAW.

13. LIMITATION OF LIABILITY

▪ SUBJECT TO SECTION 11 ABOVE, YOU EXPRESSLY UNDERSTAND AND AGREE THAT CPRICE, ITS SUBSIDIARIES AND AFFILIATES, AND ITS LICENSORS SHALL NOT BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES WHICH MAY BE INCURRED BY YOU, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY. THIS SHALL INCLUDE, BUT NOT BE LIMITED TO, ANY LOSS OF PROFIT (WHETHER INCURRED DIRECTLY OR INDIRECTLY), ANY LOSS OF GOODWILL OR BUSINESS REPUTATION, ANY LOSS OF DATA SUFFERED, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR OTHER INTANGIBLE LOSS. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

▪ THE LIMITATIONS ON CPRICE’S LIABILITY TO YOU IN THIS SECTION SHALL APPLY WHETHER OR NOT CPRICE HAS BEEN ADVISED OF OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF ANY SUCH LOSSES ARISING.

▪ SOME STATES AND JURISDICTIONS MAY NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. IN NO EVENT SHALL CPRICE’S TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE) EXCEED THE AMOUNT THAT YOU HAVE ACTUALLY PAID FOR THE SERVICES IN THE PAST TWELVE MONTHS, OR ONE HUNDRED DOLLARS ($100.00), WHICHEVER IS GREATER.

14. Indemnification

▪ You agree to hold harmless and indemnify Cprice, and its subsidiaries, affiliates, officers, agents, employees, advertisers, licensors, suppliers or partners (collectively “Cprice and Partners”) from and against any third party claim arising from or in any way related to (a) your breach of the Terms, (b) your use of the Services, (c) your violation of applicable laws, rules or regulations in connection with the Services, or (d) your User Content, in-cluding any liability or expense arising from all claims, losses, damages (actual and con-sequential), suits, judgments, litigation costs and attorneys’ fees, of every kind and na-ture.

15. Third-Party Content

▪ The Services may include references or hyperlinks to other web sites or content or re-sources or email content. Cprice has no control over any web sites or resources which are provided by companies or persons other than Cprice.

▪ You acknowledge and agree that Cprice is not responsible for the availability of any such external sites or resources, and does not endorse any advertising, products or other mate-rials on or available from such web sites or resources.

▪ You acknowledge and agree that Cprice is not liable for any loss or damage which may be incurred by you or other users as a result of the availability of those external sites or resources, or as a result of any reliance placed by you on the completeness, accuracy or existence of any advertising, products or other materials on, or available from, such web sites or resources.

16. Third Party Software

▪ The Services may incorporate certain third party software (“Third Party Software”), which is licensed subject to the terms and conditions of the third party licensing such Third Party Software. Nothing in these Terms limits your rights under, or grants you rights that supersede, the terms and conditions of any applicable license for such Third Party Software.

17. Feedback

▪ We would like to get your feedback on the Services so we can keep improving it. You agree to answer questions regarding the Services posed by us from time to time and you shall, regardless of whether or not formally requested to do, provide to Cprice reasonable suggestions, comments and feedback regarding the Services, including but not limited to usability, bug reports and test results, with respect to the Services testing (collectively, “Feedback”). With respect to any Feedback to Cprice, you grant Cprice a worldwide, non-exclusive, perpetual, irrevocable, royalty free, fully paid up license and right: (i) to make, use, copy, modify, sell, distribute, sub-license, and create derivative works of, such Feedback as part of any Cprice product, technology, service, specification or other docu-mentation (individually and collectively, “Cprice Products”); (ii) to publicly perform or display, import, broadcast, transmit, distribute, license, offer to sell, and sell, rent, lease or lend copies of such Feedback (and derivative works thereof) as part of any Cprice Product; (iii) solely with respect to your copyright and trade secret rights, to sublicense to third parties the foregoing rights, including the right to sublicense to further third parties; and (iv) to sublicense to third parties any claims of any patents owned or licensable by you that are necessarily infringed by a third party product, technology or service that us-es, interfaces, interoperates or communicates with such Feedback or portion thereof in-corporated into a Cprice Product, technology or service. Further, you warrant that your Feedback is not subject to any license terms that would purport to require Cprice to com-ply with any additional obligations with respect to any Cprice Products that incorporate any Feedback.

18. Miscellaneous

▪ These Terms, together with our Privacy Policy, constitutes the entire agreement between the parties relating to the Services and all related activities. These Terms shall not be modified except in writing signed by both parties or by a new posting of these Terms is-sued by us. If any part of these Terms is held to be unlawful, void, or unenforceable, that part shall be deemed severed and shall not affect the validity and enforceability of the remaining provisions. The failure of Cprice to exercise or enforce any right or provision under these Terms shall not constitute a waiver of such right or provision. Any waiver of any right or provision by Cprice must be in writing and shall only apply to the specific instance identified in such writing. You may not assign these Terms, or any rights or li-censes granted hereunder, whether voluntarily, by operation of law, or otherwise without our prior written consent. These Terms and any action related thereto will be governed by the laws of the State of California without regard to its conflict of laws provisions. Except for claims for injunctive relief by either party, Any dispute or controversy arising out of, in relation to, or in connection with these Terms or your use of the Services shall be finally settled by binding arbitration in Santa Clara County, California under the then current rules of JAMS (formerly known as Judicial Arbitration & Mediation Services) by one (1) arbitrator appointed in accordance with such rules. Where arbitration is not required by these Terms, the exclusive jurisdiction and venue of any action with respect to the subject matter of these Terms will be the state and federal courts located in Santa Clara, California, and each of the parties hereto waives any objection to jurisdiction and venue in such courts. ANY DISPUTE RESOLUTION PROCEEDING ARISING OUT OF OR RELATED TO THESE TERMS OR THE SALES TRANSACTIONS BETWEEN YOU AND CPRICE, WHETHER IN ARBITRATION OR OTHERWISE, SHALL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED OR REPRESENTATIVE ACTION, AND YOU EXPRESSLY AGREE THAT CLASS ACTION AND REPRESENTATIVE ACTION PROCEDURES SHALL NOT BE ASSERTED IN NOR APPLY TO ANY ARBITRATION PURSUANT TO THESE TERMS AND CONDITIONS. YOU ALSO AGREE NOT TO BRING ANY LEGAL ACTION, BASED UPON ANY LEGAL THEORY INCLUDING CONTRACT, TORT, EQUITY OR OTHERWISE, AGAINST CPRICE THAT IS MORE THAN ONE YEAR AFTER THE DATE OF THE APPLICABLE ORDER.

19. Contact Us

• If you have any questions about these Terms or if you wish to make any complaint or claim with respect to the Services, please contact us at: info@cprice.co