 |
The Clever Sherpa service is operated by StashCast Media, Inc. By using the Clever Sherpa web site (the “Site") you agree to be bound by these Terms of Service (this "Agreement"). If you wish to become a participant in the Clever Sherpa community (a "Participant") and make use of the Clever Sherpa service (the "Service"), read these Terms of Conditions and indicate your acceptance of them by following the instructions in the Sign Up page.
This Agreement sets out the legally binding terms of your use of the Site and your participation in the Service and may be modified by Clever Sherpa at any time and without prior notice, such modifications to be effective upon posting by Clever Sherpa on the Site. This Agreement includes and incorporates Clever Sherpa's acceptable use policy for content posted on the web site, Clever Sherpa's Privacy Policy, and any notices regarding the Site.
Clever Sherpa Content
The contents of Clever Sherpa and the Site, and of all other websites under Clever Sherpa's control, whether partial or otherwise, such as text, graphics, images, logos, button icons, software and other content (collectively, "Clever Sherpa Content") and the compilation (meaning the collection, arrangement and assembly) of all Clever Sherpa Content, are protected under both United States and foreign copyright, trademark and other laws. Clever Sherpa and such other websites are sometimes collectively referred to as "Clever Sherpa Sites". As between you and Clever Sherpa, all Clever Sherpa Content is Clever Sherpa's exclusive property. Unauthorized use of Clever Sherpa Content may violate copyright, trademark, and other laws. You must retain all copyright, trademark, service mark and other proprietary notices contained in Clever Sherpa Content on any permitted copy you make of Clever Sherpa Content. You may not sell or modify Clever Sherpa Content or reproduce, display, publicly perform, distribute or otherwise use Clever Sherpa Content in any way for any public or commercial purpose. The use of Clever Sherpa Content on any other web site for any purpose is prohibited.
You shall not copy or adapt the code that Clever Sherpa creates to generate any Clever Sherpa Content or the pages making up any Clever Sherpa Site, which is code also protected by Clever Sherpa's copyright.
Copyrights and Trademarks
All materials included on Clever Sherpa.com including but not limited to text, design, graphics, interfaces or code, and the selection and arrangements thereof is copyrighted as a collective work under the United States and other copyright laws, and is the intellectual property of StashCast Media Inc. or its clients, unless otherwise noted or attributed. Text excerpts, diagrams, logos or other information may be quoted within the content of this site, and the respective copyright holders retain their rights to this material.
You may download, view, e-mail, copy and print documents and graphics incorporated in the documents from this web site subject to the following: (1) the documents may be used solely for involvement in campaigns or personal, informational, non-commercial purposes; and (2) the documents may not be modified or altered in any way. Except as expressly provided herein, you may not use, download, upload, copy, print, display, perform, reproduce, publish, license, post, transmit, distribute, modify, remove or create derivative works of any information from the Site in whole or in part without the prior written permission of Clever Sherpa.
Eligibility and Responsibility
You must be 18 years of age or older to visit or use Clever Sherpa in any manner. By visiting Clever Sherpa or accepting these Terms, you represent and warrant that you are 18 years of age or older, that you have the right, authority and capacity to agree to and abide by these Terms, and that you will use Clever Sherpa solely for your personal, noncommercial use, in a manner consistent with any and all applicable laws and regulations. You must not resell or assign your rights or obligations under these Terms of Use. You must not create multiple accounts or accounts using false or someone else's personal information.
Security Rules
Participants must not violate or attempt to violate the security of any Clever Sherpa Site, including without limitation, (a) accessing data not intended for such Participant or logging into a server, (b) attempting to probe, scan or test the vulnerability of a system or network or to breach security or authentication measures or using any device, software or routine to interfere or attempt to interfere with the proper working of any Clever Sherpa Site or any activity being conducted on any Clever Sherpa Site, (c) attempting to interfere with the availability of any Clever Sherpa Site to any Participant, host or network, including, without limitation, via means of submitting a virus to any Clever Sherpa Site, overloading, "flooding", "spamming", "mailbombing" or "crashing" any Clever Sherpa Site, (d) sending Participants unsolicited e-mail, including promotions and/or advertising of products or service, (e) forging any TCP/IP packet header or any part of the header information in any e-mail or newsgroup posting or (f) using a password or access code not issued to such Participant Site. Violations of system or network security may result in civil or criminal liability or terminate you as a Participant. Clever Sherpa will investigate occurrences which may involve such violations and may involve, and cooperate with, law enforcement authorities in identifying, investigating and/or prosecuting Participants who are involved in such violations.
Term
This Agreement will remain in full force and effect while you use the Site and/or are a Participant. You may terminate your participation in the Clever Sherpa community at any time, for any reason by following the instructions on the Account Profile page on the Site. Clever Sherpa may terminate you as a Participant for any reason, at any time. If Clever Sherpa terminates you because you have breached the Agreement, you will not be entitled to redeem Sherpa points for any Sherpa rewards. In the event that you are terminated as a Participant, your Sherpa points shall be immediately voided and of no further effect and you shall not be entitled to redeem Sherpa points for any Sherpa rewards. Even after your participation is terminated, this Agreement will remain in effect.
Clever Sherpa reserves the right, at its sole discretion, to pursue all of its legal remedies, including but not limited to deletion of your Account, Profile and Submitted Content from Clever Sherpa and the immediate termination of, and termination of Clever Sherpa services and the services of other Clever Sherpa Sites to you, upon any breach by you of these Terms or if Clever Sherpa is unable to verify or authenticate any information you submit to Clever Sherpa or any other Clever Sherpa Site.
Privacy
Use of the Web site and/or the Service is also governed by our Privacy Policy.
The Company's Liability
Clever Sherpa is only a venue and Clever Sherpa does not screen or censor the Profiles or Submitted Content offered. We are under no legal obligation to, and generally do not, control the Submitted Content or information provided by other Participants that is made available through Clever Sherpa. As a result, Clever Sherpa has no control over the truth or accuracy of information communicated by Participants and/or submitted by Participants to Clever Sherpa. Clever Sherpa makes no representations about the accuracy, reliability, completeness or timeliness of any Profile or Submitted Content. In addition, note that there are risks, including but not limited to the risk of physical harm, of dealing with strangers, foreign nationals, underage persons or people acting under false pretenses. You assume all risks associated with dealing with other Participants with whom you come in contact through Clever Sherpa. By its very nature, other people's information may be offensive, harmful or inaccurate, and in some cases will be mislabeled or deceptively labeled. We expect that you will use caution and common sense when using Clever Sherpa and/or the other Clever Sherpa Sites.
Because Participant authentication on the Internet is difficult, Clever Sherpa cannot and does not confirm that each Participant is who they claim to be. Because we do not and cannot be involved in Participant-to-Participant dealings or control the behavior of participants on any Clever Sherpa Site, in the event that you have a dispute with one or more Participants, you release Clever Sherpa (and our agents and employees) from claims, demands and damages (actual and consequential, direct and indirect) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such disputes. You are entirely
Clever Sherpa may provide links to other websites or resources of possible interest to Participants. Also, our websites may include contributions by Participants. Because we have no control over such websites or resources or the individuals who make such contributions, you acknowledge and agree that Clever Sherpa is not responsible for the availability of such websites or resources or any contributions, and neither endorses nor is responsible or liable for any content, advertising, products or other materials on or available from such websites or resources or the content of any contributions. You also acknowledge and agree that Clever Sherpa shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such content, goods or services available on or through any such websites or resource. When you access these third-party websites or otherwise use or rely on such content, you do so at your own risk. All such websites are subject to the policies and procedures of the owner of such websites.
Disclaimer of Consequential Damages
IN NO EVENT SHALL STASHCAST MEDIA INC., ITS SUPPLIERS, OR ANY THIRD PARTIES MENTIONED ON ANY CLEVER SHERPA SITE BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, INCIDENTAL AND CONSEQUENTIAL DAMAGES, LOST PROFITS, OR DAMAGES RESULTING FROM LOST DATA OR BUSINESS INTERRUPTION) RESULTING FROM THE USE OR INABILITY TO USE ANY CLEVER SHERPA SITE AND THE CLEVER SHERPA CONTENT, WHETHER BASED ON WARRANTY, CONTRACT, TORT OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT CLEVER SHERPA IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
Clever Sherpa, its directors, officers, employees, clients and agents shall not be liable for any damages, special, consequential or otherwise, arising out of, or in any way connected with a Participant's participation in the service, the use of information provided by Participants in connection with the Services, any statements made by Participants, or the merchandise or services obtained by Participants through the redemption of Sherpa points under the program.
Clever Sherpa's maximum liability arising out of or in connection with any Clever Sherpa site or your use of Clever Sherpa, or the Clever Sherpa Content, regardless of the cause of action (whether in contract, tort, breach of warranty or otherwise), will not exceed $100.
Some jurisdictions limit the exclusion of damages or limitation of liability, so the above exclusions and limitations may not apply to you. If any part of the exclusions of damages or limitation of liability set forth above is unenforceable under applicable law,
Confidentiality
You are responsible for maintaining the confidentiality and all uses of your Account, and password whether or not authorized by you. You agree to immediately notify Clever Sherpa of any unauthorized use of your Account, and password.
You are solely responsible for your interactions with other Clever Sherpa Participants. Clever Sherpa, Inc. reserves the right, but has no obligation, to monitor disputes between you and other Participants.
This Web site is controlled and operated by StashCast Media Inc. from its offices within the United States. StashCast Media Inc. makes no representation that the products, services and other materials available through this Web site are appropriate or available for use in other countries, and access to them from countries where their contents or use is illegal is prohibited.
Except for any personally identifiable information we may collect from you under the guidelines established in our Privacy Policy, any material, information or other communication you transmit, upload or post to the Clever Sherpa Sites (including without limitation text, graphics, video or audio) ("Communications") will be considered non-confidential and non-proprietary. Clever Sherpa will have no obligations with respect to the Communications. However, you hereby assign and all rights to the Communications to Clever Sherpa and Clever Sherpa, its designees, licensees or assignees will be free to use, copy, disclose, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform, play and exercise all copyright and publicity rights with respect to any such work worldwide and/or to incorporate the Communications in other works in any media, with such rights extending to all data, images, sounds, text and other things embodied therein for any and all commercial or noncommercial purposes. If you do not wish to grant such rights to Clever Sherpa, it is suggested that you do not submit your contribution to the Clever Sherpa Sites. By submitting your Communication to any Clever Sherpa Site, you represent and warrant the following:
i. that either such Communication is your own original work or that you own or have the necessary licenses, rights, consents, and permissions to use and authorize Clever Sherpa to use all patent, trademark, trade secret, copyright or other proprietary rights in and to any and all Contributions to enable inclusion and use of the Communications in the manner contemplated by the applicable Clever Sherpa Sites and these Terms of Use;
ii. you have the written consent, release, and/or permission of each and every identifiable individual person in the Communication to use the name or likeness of each and every such identifiable individual person to enable inclusion and use of the Communication in the manner contemplated by the applicable Clever Sherpa Site and these Terms of use;
iii. you agree to waive any moral rights in your Communications for all the purposes specified herein; and
iv. you agree to indemnify StashCast Media Inc. against all legal fees, damages and other expenses that may be incurred by Clever Sherpa as a result of your breach of the above warranty.
Clever Sherpa reserves the right, in its sole discretion, to determine who shall be eligible to participate in any of the campaigns or other programs offered from time-to-time on the Web site. Further, Clever Sherpa may, at its discretion, remove a participant from a "Campaign" or another program at any time for any reason. If you are removed you will be contacted via e-mail.
Products are not intended for resale. Any product, service or coupon related thereto offered by Clever Sherpa (as Sherpa Rewards™) are not intended for resale. Any violation (as determined solely by Clever Sherpa) of this provision by a Participant may result in removal from the applicable campaign or other program, or from Clever Sherpa and all Clever Sherpa Web sites in general.
Clever Sherpa will periodically contact Participants of the Clever Sherpa community with information, updates and special offers via e-mail. We make all reasonable effort to review and edit each "Communication". If there are any inaccuracies Clever Sherpa will not be held responsible.
Polls and Surveys
Polls or surveys might be available on the Web site for Participants, sponsored by Clever Sherpa, merchants and/or strategic partners. You will not be required to participate in polls or surveys in order to use the Web site or access your account. Clever Sherpa uses the data collected from these activities to assist it and its merchants, advertisers and strategic partners to provide you better services and products. No personally identifiable information is provided to merchants, advertisers or to strategic partners.
Activity-based Benefits
Clever Sherpa will grant Participants certain privileges and benefits based on a Participant's level of activity in the various Clever Sherpa "Campaigns" in which he or she participates. Participants with high levels of activity and involvement in the service(s) may receive access to special Campaign offers, etc. Clever Sherpa will determine which, if any, benefits a Participant is eligible to receive in its sole discretion.
Right to Offer Campaigns to Select Sherpas (Community Members)
"Campaigns" will be offered to participants based on various demographic and psychographic parameters and "Activity" in the Clever Sherpa system. Determinations regarding which participants may be offered "Campaigns" from time-to-time shall be at the sole discretion of the Clever Sherpa. If Clever Sherpa determines that you are eligible to participate in the "Campaign," you will have the ability to join the "Campaign" on the Campaigns You Can Join section of the Clever Sherpa Web site. You may also be contacted directly via e-mail when a "Campaign" is launched.
Participant Points and/or Credits
Participants shall be awarded points and/or credits in connection with performing particular transactions in a Campaign or other participation on the Site. Points and/or credits awarded shall have no cash value, and may be used only for the redemption of products and services offered through redemption sites listed on the Web site, or through a company subscribing to the Clever Sherpa service. The number of points and/or credits awarded for each Participant transaction may be determined by the participating client and/or Clever Sherpa. Points and/or credits earned by a Participant are for that Participant's account only and cannot be transferred or combined with other Participants' points and/or credits for any purpose. Clever Sherpa reserves the right to modify the Service and/or future points and/or credit awards for various types of transactions by providing notice of such modifications on the Web site or through a company subscribing to the Clever Sherpa service. Clever Sherpa further reserves the right to modify, add to, or reduce the redemption sites, merchandise and services available for redemption by making such modifications, additions or deletions on the Web site.
Indemnity
You agree to indemnify and hold StashCast Media Inc., its subsidiaries, affiliates, officers, agents, and other partners and employees, harmless from any loss, liability, claim, or demand, including reasonable attorney's fees, made by any third-party due to or arising out of your participation in the Program, use of the Service in violation of this Agreement and/or arising from a breach of this Agreement and/or any breach of your representations and warranties set forth above.
We welcome your feedback about the Site. However, any comments, ideas, notes, messages, suggestions or other communications sent to the Web site (including, without limitation, the Communications) shall be and remain the exclusive property of Clever Sherpa, and we may use all such communications in any manner, including reproducing, disclosing and publishing such communications, all without compensation to you.
Legal Compliance and Applicable Law
You agree to comply with all federal, state, local and foreign laws, rules, regulations and court orders that are applicable to your use of this Web site, and not to use this Site for any purpose that is contrary to any such laws, rules, regulations or orders. All matters relating to your access to, and use of, the Site or any services provided by Clever Sherpa shall be governed by U.S. federal law or the laws of The Commonwealth of Virginia. Any legal action or proceeding relating to your access to, or use of, the Web site shall be instituted in a state or federal court in Fairfax County, Virginia. You and StashCast Media Inc. agree to submit to the jurisdiction of, and agree that venue is proper in, these courts in any such legal action or proceeding.
The terms and conditions set forth above shall constitute the entire understanding between StashCast Media Inc. and each Participant enrolled and participating in the program.
Notices and Legal Disclaimer
Clever Sherpa from time to time may send you legal or other required notices. You agree that Clever Sherpa may provide to you required notices, agreements and other information electronically. We will post the notices on the home page of the Web site or on the relevant web page of the applicable service. If you want to withdraw your consent to receive notices electronically, you must discontinue your use of this Site. This Web site may contain other proprietary notices and copyright information, the terms of which must be observed and followed. The Clever Sherpa Content may contain inaccuracies or typographical errors or technical inaccuracies. The Company makes no representations about the accuracy, reliability, completeness, or timeliness of any Clever Sherpa Site or the Clever Sherpa Content. The use of the Clever Sherpa Sites and the Clever Sherpa's Content is at your own risk. Changes are periodically made to the Clever Sherpa and may be made at any time.
Information may be changed or updated without notice. Clever Sherpa, Inc. may also make improvements and/or changes in the products and/or the programs described in this information at any time without notice.
Clever Sherpa does not warrant or represent that Participants will earn any specific number of points or that any specific products or services will be available for redemption.
Clever Sherpa makes no representations or warranties, express or implied, with regard to any merchandise or services obtained by Participants through the redemption of points under the Sherpa Rewards™ program. Only those guarantees, warranties and representations, if any, offered by the manufacturers of merchandise or suppliers of services may be relied upon by Participants. Sherpa points have no cash value.