ShopAtHome.com Terms of Use Agreement

By using the ShopAtHome.com Site, you agree that you have read and you understand, and agree with the following Terms of Use Agreement and our Privacy Policy as well as our EULA (if you have downloaded our Shopping Toolbar and Software) in their entirety including any updates that may be posted on our Site from time to time. The Privacy Policy and EULA are incorporated by reference in this Terms of Use Agreement. If you do not agree to these agreements and policies do NOT use the ShopAtHome.com Site, Toolbar or Software. ShopAtHome.com reserves the right to revise this Terms of Use Agreement, at its sole and absolute discretion, by updating this posting. The revised terms will take effect the date they are posted on the ShopAtHome.com Site. Your continued use of the ShopAtHome.com Site shall be deemed to be your acceptance of the modified terms. Please review these posted terms on a regular basis.

If you need any assistance with the Site, please contact customer service at http://www.shopathome.com/Contact.aspx.

PLEASE NOTE THAT THIS AGREEMENT CONTAINS A BINDING INDIVIDUAL ARBITRATION PROVISION IN PARAGRAPH 13 THAT AFFECTS YOUR RIGHTS TO SUE UNDER THIS AGREEMENT.

Table of Contents

1. Terms and Definitions
2. Provisions of the ShopAtHome.com Program
3. Community Postings
4. ShopAtHome.com's Shopping Toolbar & Software
5. Site Rewards
6. ShopAtHome.com's Deal Posting Policies
7. Member Obligations
8. Termination
9. Data Security; Promotional Messages; Privacy Policy; EULA
10. No Warranty
11. Limitation of Liability
12. Indemnification
13. Dispute Resolution
14. Non-Waiver

1. Terms and Definitions

The following terms are used throughout the Terms of Use Agreement, Privacy Policy and EULA and may be interpreted only according to the definitions given here. These terms are capitalized throughout these documents to indicate that they have been specifically defined.

Affiliate Stores: The businesses that participate in the ShopAtHome.com program, compensate ShopAtHome.com on a transactional basis, and are featured on the Site.

Member: Anyone who meets ShopAtHome.com's membership requirements and sets up a membership account with ShopAtHome.com.

User: Anyone who uses the ShopAtHome.com Site without becoming a Member.

Qualified Purchases: Purchases that are eligible for a Cash Back Rebate, and made by Members at Affiliate Stores by the Member clicking through the appropriate affiliate links on the ShopAtHome.com website; or, for certain Affiliate Stores, through the Shopping Toolbar. A Qualified Purchase made by a Member ceases to be a Qualified Purchase if it is returned to the Affiliate Store.

Cash Back Rebates: Members' earnings via Qualified Purchases of goods and services or through participation in other facets of the ShopAtHome.com program, including Site Rewards.

Site Rewards: Credits to Members' accounts that are not based on Qualified Purchases, such as Tell-A-Friend commissions or points-based rewards.

Cash Back Rebate Minimum Amount: The minimum balance in a Member's account earned from Cash Back Rebates that is required for that Member to acquire a conditional right to obtain a payment. The minimum amount is currently $20.00 in Qualified Purchases or other earned Cash Back Rebates. Merchandise returns, Dormant Account credit reductions, or prior Cash Back Rebate payments made to the Member will be deducted from the Member's account. A Member has no right to payment until that Member's account has reached the Cash Back Rebate Minimum Amount; and that Member has complied with the requirement to verify his or her information by a return email prior to the deadline date specified in the verification email sent by ShopAtHome.com.

My Cash Back: The section of your Member account that shows Cash Back Rebates and Site Rewards accumulated, with adjustments for returned purchases and Dormant Account credit reductions. The Cash Back balance on Qualified Purchases that were made at least 60 days prior to the check payment date less any merchandise returns or Dormant Account credits is the amount you will receive in the form of a check at the next payment date, assuming you have met the stated Cash Back Rebate Minimum Amount defined above, verified your mailing address and met the other terms and conditions stated in this Terms of Use Agreement.

Dormant Account: A Member's Cash Back Rebate account that has not been credited with a valid, Qualified Purchase during any rolling twelve consecutive calendar month period.

Shopping Toolbar: Downloadable Software that allows you to take the power of ShopAtHome.com with you anywhere on the web. The Shopping Toolbar gives Members access to special double and triple cash back offers, gives alerts when Affiliate Stores have coupons, discounts and special deals; and provides access to other specials on the Site .

Site: ShopAtHome.com.

Software: ShopAtHome.com's proprietary software which is integral to the functionality of the Shopping Toolbar.

Tell a Friend Commission: The Site Reward credited to your Member account (currently $5.00) which is received when someone registers with ShopAtHome.com, names you on his or her registration form as the referring party, and makes a Qualified Purchase within 30 days of the registration date to earn his or her first Cash Back Rebate.

2. Provisions of the ShopAtHome.com Program

a. Qualified Purchases, Credit Accrual and Payments. To be eligible for Cash Back Rebates you must make a Qualified Purchase. In order to make a Qualified Purchase, you must satisfy the following criteria:

• You must have cookies enabled on your Web browser.
• You must click on the Affiliate Store's link that appears on the ShopAtHome.com Site or click on a Shopping Toolbar alert or information bar, and be successfully connected to the Affiliate Store's Site based on that click.
• You must complete the Qualified Purchase during the same browser session immediately following the initial click-through to the Affiliate Store's Site. If you are making multiple purchases from multiple stores, you must return to the Site after completing a transaction and then click on the new Affiliate Store's link that appears on the Site .

Determination of whether or not a purchase made at a ShopAtHome.com Affiliate Store is a Qualified Purchase is at the sole and absolute discretion of ShopAtHome.com. ShopAtHome.com reserves the right to make adjustments for returns, system errors and cancellations. ShopAtHome.com is not responsible for tracking problems resulting from incorrect usage of the Site, from disabling cookies, or from any other failure of tracking mechanisms or software.

Generally it takes 30 days from the date of a Qualified Purchase for Members' earnings to be posted to their accounts. Some Affiliate Stores may not notify ShopAtHome.com of a Qualified Purchase until the date of fulfillment (e.g., date of actual travel rather than date of purchase for some travel industry Affiliate Stores).

Subject to compliance with this Terms of Use Agreement, approximately sixty days after a Member's account reaches the Cash Back Rebate Minimum Amount, a payment will be made to the Member on the next scheduled payment date per the following schedule (generally payment is made about sixty days after the Cash Back Rebates are earned by the Member, to allow for returns processing):

All Cash Back Rebates and Site Rewards are paid in U.S. dollars. You must have accrued the Cash Back Rebate Minimum Amount as defined in Section 1 in your account for a payment to be issued. If you have less than the Cash Back Rebate Minimum Amount in your account, the Cash Back Rebate and Site Rewards amounts roll over to the next scheduled payment period.

b. Verification Necessary to Receive a Check. Prior to issuing your monthly Cash Back Rebates and Site Rewards check, ShopAtHome.com will email you to verify your contact information. You need to verify your information on our Site prior to the deadline date specified in the verification email. If you fail to verify your contact information on our Site by the deadline date specified in the email, your payment will automatically roll over to the next scheduled payment period for 12 months. Cash Back Rebates, Site Rewards, and any balance listed in your account are of no value until a payment check is actually issued to you in connection with this Terms of Use Agreement, which requires that you have the Cash Back Rebate Minimum Amount (currently $20) in your account AND that you have verified your information on our Site prior to the deadline date specified in the verification email. Any account that currently has a balance of $20 or less, regardless of whether that account may have previously had a balance of $20 or more, has no value as of that time.

You are responsible for adding ShopAtHome.com to your email service provider's safe sender list. ShopAtHome.com is not responsible for a Member's failure to receive an email from ShopAtHome.com because the email was blocked, filtered, quarantined, placed in a junk mail folder, or otherwise not delivered to the Member's email account on file with ShopAtHome.com.

Please keep your email address on file with us current. ShopAtHome.com uses your email to contact you. If your email is not current with us, you may not receive your email requesting contact verification, and thus not receive your Cash Back Rebates and Site Rewards check.

c. Dormant Account Credit Reductions. It costs us money to maintain member accounts in which there is no activity for an extended period of time. For this reason, we apply credit reductions to accounts that have no activity in the previous 12 months. We encourage Members to use their accounts, and upon request and use of the account will restore credits that have been reduced for inactivity.

If your account becomes a Dormant Account as defined in Section 1 above, ShopAtHome.com will apply a Dormant Account credit reduction equal to 50% of the then-current account balance once during every 12 month period that the account is a Dormant Account, and will apply a Dormant Account credit reduction equal to 50% of the then-current account balance once during every 12 month period thereafter. Once your Dormant Account account balance reaches $5.00 or less, ShopAtHome.com will apply a Dormant Account credit reduction of $5.00 or the lesser amount in your account and cancel your account if your account remains a Dormant Account at the end of the next 12 month period.

If the above-described reductions are applied to your account or if your account is cancelled as described above and you were unaware that such reductions and cancellation could result from a Dormant Account, you may reactivate your account by filling out and submitting this form. After we receive the form we will reactivate your account and restore your account balance that was available as of the date the account became a Dormant Account.

d. Account Adjustments. Cash Back Rebates and Site Rewards accrued to your account are subject to adjustment due to cancellations, returns and other events. ShopAtHome.com can make such adjustments to Member accounts at any time at its sole discretion. In the event you disagree with any adjustment made to your account, you need to let us know by email within thirty (30) days after the disputed adjustment has been posted to the Cash Back Rebates or Site Rewards section of your account. After 30 days, your sole recourse is to terminate your account with ShopAtHome.com.

e. Missing Transaction Credits. Members who believe a Cash Back Rebate from a Qualified Purchase is missing from their account 31 days or more after the date of the Qualified Purchase must contact ShopAtHome.com by using the Rebate Inquiry Form found at http://www.shopathome.com/RebateInquiry.aspx within sixty (60) days of the original Qualified Purchase date concerning the missing transaction. ShopAtHome.com is not responsible for missing transaction(s) beyond sixty (60) days of the original Qualified Purchase date. ShopAtHome.com will adjust the Member's account within thirty (30) days of the date the Rebate Inquiry Form is received if the transaction is determined to be a Qualified Purchase.

f. Potential Other Reward Programs. ShopAtHome.com may also offer additional Site Rewards to frequent users of the ShopAtHome.com website. Such additional Site Rewards are given to Members in ShopAtHome.com's sole discretion.

3. Community Postings

Any content posted on our Site, including any files attached to posts, expresses only the views of the author of the message and does not necessarily reflect the views of ShopAtHome.com or any person or entity associated with it. You agree that neither ShopAtHome.com, nor any person or entity associated with it, will be held responsible for the contents, accuracy, completeness or validity of any information posted on our Site. You agree that you will not use our Site to post any material or links to any material, or to attach files, which include material, which is knowingly false and/or defamatory, inaccurate, abusive, vulgar, hateful, harassing, obscene, profane, sexually oriented, threatening, invasive of a person's privacy or otherwise violate any law.

We reserve the right in our absolute discretion to terminate the accounts of members who infringe copyright or any other intellectual property right. You agree you will not post any copyrighted material without the express permission of the copyright holder, unless such copyright is owned by you.

You hereby grant ShopAtHome.com a perpetual, world-wide, royalty-free license to distribute, copy, adapt, reproduce, transmit and otherwise use content and information you post on our Site for any purpose and in any media now known or hereinafter developed. You expressly agree that we are free to use any ideas, concepts, know-how, or techniques contained in any posting or communication you send to us without compensation and for any purpose whatsoever, including but not limited to developing, manufacturing and marketing products and services using such information.

4. ShopAtHome.com's Shopping Toolbar & Software

When you install the Shopping Toolbar, you are adding a whole new set of functions to your Web browser. For example, you can use the Shopping Toolbar to perform a ShopAtHome.com search from any Site on the Web, or to search for specific products or coupons on any given page. The Shopping Toolbar also offers users exciting features such as text alerts whenever Affiliate Stores have a sale or special! Once you install the Shopping Toolbar, for ease of use it will be visible in your Web browser window whenever you are connected to the Internet.

The Shopping Toolbar functionality is dependent on our Software which is installed as an integral part of the Toolbar. It is designed to help ensure that you never miss a Cash Back Rebate. When you enter the URL of an Affiliate Store's website into your browser, the Shopping Toolbar is designed to recognize the Affiliate Store's website to determine whether there are Cash Back Rebates and/or coupons available. If there are Cash Back Rebates and/or coupons available, ShopAtHome.com will make all reasonable business efforts to display an alert, unless the Affiliate Store has informed ShopAtHome.com that Shopping Toolbar alerts cannot be posted for that Affiliate Store. You will then need to click on the alert displayed on or under the Shopping Toolbar. The alert on the Shopping Toolbar will take you to the Affiliate Store's page on our Site or, depending on the Affiliate Store, directly to the Affiliate's Store website, where you will find postings for the available Cash Back Rebates and/or coupons. By clicking out from any link on the Affiliate Store page on our Site to the Affiliate Store's Site, you will be eligible for the available Cash Back Rebates and/or coupons. By clicking on the alert displayed on the information bar under the Shopping Toolbar, you will become eligible for available Cash Back Rebates.

We strongly recommend that you download and install the Shopping Toolbar and the Software. Please see our Software License Agreement at http://www.shopathome.com/EULA.aspx, and go to http://www.shopathome.com/freetoolbar.aspx to install this valuable shopping aide.

If you decide at any time that you wish to remove the Shopping Toolbar and/or the Software from your computer, it is easy to do so from the Add/Remove function on your control panel. Please be aware that you may retain the Software and remove only the Shopping Toolbar, but if you remove the Software, the Shopping Toolbar will automatically be removed as well. For complete removal instructions, go to http://www.shopathome.com/EULA.aspx and follow the removal instructions in Section 4b.

5. Site Rewards

a. Points-Based Rewards

You may earn points through the Site, which may be redeemable for extra Cash Back Rebates, gift cards, merchandise, or other Non-Qualified Purchases.

b. Tell a Friend Commissions

A credit to your Member account, (currently $5) may be earned by you when someone registers with ShopAtHome.com, names you as the referring party on his or her registration form, and makes a Qualified Purchase within 30 days of registration to receive his or her first Cash Back Rebate. If the aforesaid referred individual is already a registered Member of ShopAtHome.com, no Tell a Friend Commission is earned.

Credits accrued from referrals are credited to your account once the referred individual has made his or her own first Qualified Purchase, thus accruing their own Cash Back Rebate, through the purchase of goods or services. Therefore, your Tell a Friend Commission will not be credited to your account until the referred individual has earned his or her first Cash Back Rebate.

ShopAtHome.com reserves the right to end the Tell a Friend Commission program, change the commission rate or otherwise modify the program in any way, at any time, and without notice, although all previously earned and posted Tell a Friend Commissions will be paid per the above terms should this occur.

Members may not use unsolicited email, Usenet, or message board postings ("SPAM") to gather Tell A Friend referrals or points-based rewards. Any use of SPAM to promote ShopAtHome.com, as determined at the sole and absolute discretion of ShopAtHome.com, will result in the termination of your account and forfeiture of all accrued credits. In addition, you may be subject to state and federal penalties or other legal consequences under applicable law.

6. ShopAtHome.com's Deal Posting Policies

We encourage our Members and Users to search for and post deals, coupons, and sales (collectively, "Coupons") on ShopAtHome.com for the benefit of our entire community.

Go to http://www.shopathome.com/Coupon/Upload.aspx to find our simple posting instructions.

We do ask that you abide by the following guidelines:

• Both corporate discount Coupons (i.e., Coupons which allow a discount to corporate entities rather than individuals) and employee discount Coupons (i.e., Coupons which allow a discount for employees of a specific company) are prohibited.
• All posted links must be fully functional.
• Coupons that pertain to products and/or information that is pornographic, hate-related, libelous or otherwise objectionable are prohibited and such determination will be made at the sole discretion of ShopAtHome.com.
• Coupons for points, miles, or other non-transferrable membership benefits are prohibited.
• If we are notified by a merchant that a posted Coupon is not valid, we have the right to remove it immediately from the Site without prior warning.
• All trademarks on the ShopAtHome.com Site are the property of their respective owners.
• We have the right to remove and/or prohibit the posting of any content that we deem unacceptable for any reason, without prior notice to the contributor.

7. Member Obligations

a. Compliance with Membership Agreement. Membership in the ShopAtHome.com program is subject to the terms and conditions outlined in this Terms of Use Agreement. ShopAtHome.com reserves the right to terminate your membership for failure to comply with the Terms of Use Agreement, any fraud or abuse relating to the accrual of Cash Back Rebates and Site Rewards, misrepresentation of any information provided to ShopAtHome.com or its Affiliate Stores or any other reason deemed appropriate in ShopAtHome.com's sole discretion. If your membership is terminated by ShopAtHome.com, ShopAtHome.com may refuse to pay some or all of the amounts credited to your account if such amounts appear to have been earned in violation, or after violation, of this Terms of Use Agreement or appear to have been otherwise unlawfully obtained. Should your account be terminated by ShopAtHome.com, you are prohibited from re-enrolling under a new account unless expressly invited to do so by ShopAtHome.com.

b. Must be 18 Years of Age. You must be 18 years or older to participate in the program. You must be a legal resident of and maintain a physical address in the United States or Canada (no P.O. boxes).

c. Acceptable Use. You may maintain only a single account in the program at any given time. Any duplicate accounts are subject to cancellation and the potential loss of Cash Back Rebates and Site Rewards.

No machines, scripts or automated services may be used in the program. Any attempt to tamper, hack, spoof, copy, modify or otherwise corrupt the administration, security or proper function of any part of ShopAtHome.com will result in termination of membership, loss of Cash Back Rebates and Site Rewards and bar you from future participation, and may result in legal action.

The use of any trademarks on ShopAtHome.com, including but not limited to those belonging to our Affiliate Stores, is prohibited without express written permission from ShopAtHome.com and/or the owner of any such trademark.

d. Update Contact Information. You agree to provide ShopAtHome.com with accurate contact information and keep it updated in order to facilitate the payment of your Cash Back Rebates and Site Rewards.

e. Protecting You Password. Your password and account are personal to you and are non-transferable. You may not allow anyone else to use your password or account. ShopAtHome.com is entitled to act on instructions received under your password and shall not be liable for losses that are incurred through the use of your password by a third party. Cash Back Rebates and Site Rewards earned under the program cannot be assigned or transferred to a third party.

f. Potential Tax Obligations. You may be taxed on your receipt of Cash Back Rebates and Site Rewards depending on the amount you receive and the tax laws of your federal, state and local jurisdictions. You will be responsible for any and all tax liabilities arising out of your receipt of Cash Back Rebates and Site Rewards.

g. Cancellation of Your Membership. You may cancel your membership at any time by contacting Customer Service at http://www.shopathome.com/Contact.aspx. Should you decide to cancel your membership you will forfeit all earned Cash Back Rebates, all earned Site Rewards, and any other account balances. If you choose to re-enroll at a later date, you will be assigned a new account with a starting balance of $0.

8. Termination

ShopAtHome.com reserves the right to immediately terminate the ShopAtHome.com program at any time with notice. You will have thirty (30) days from the date notice of program termination is provided to redeem your Cash Back Rebates and Site Rewards if, at the date notice of termination is given, your earned Cash Back Rebates equal or exceed the then-current Cash Back Rebate Minimum Amount. To receive payment of your Cash Back Rebates and Site Rewards you need to respond to the email sent to you by ShopAtHome.com regarding verification of your contact information and notification of program termination. Should you not respond to the aforementioned email within 30 days of notification of program termination, you will forfeit any and all Cash Back Rebates and Site Rewards that remain in your Member account. Notification of program termination shall be effective upon our sending such notice to the email address you provide to ShopAtHome.com during the registration process.

9. Data Security; Promotional Messages; Privacy Policy; EULA

a. Data Security. ShopAtHome.com uses appropriate industry practices to safeguard the confidentiality of your account information and to prevent unauthorized access, maintain data accuracy, and ensure the correct use of information. However, no data transmitted over the Internet can be 100% secure. Consequently, while ShopAtHome.com makes reasonable efforts to protect your personal information, any information that you provide to ShopAtHome.com or its Affiliate Stores is transmitted at your own risk.

b. Promotional Messages/Opt-out. When you join the ShopAtHome.com program, you are given the option to agree to receive ShopAtHome.com notifications and promotional emails, e-newsletters and other email special offers. If you change your mind and do not wish to receive these emails, you may opt out at any time by updating your account information by clicking on the unsubscribe link on the email itself, or by clicking on the My Account link at the bottom of the ShopAtHome.com homepage.

c. Privacy Policy and EULA Incorporated by Reference. By using the ShopAtHome.com Site, you agree that you have reviewed and accepted our Privacy Policy and if you are a Shopping Toolbar user, our EULA. In addition, by joining ShopAtHome.com, you have authorized us to receive account information from any Affiliate Store including, but not limited to, information regarding Qualified Purchases such as the products ordered, the order number, the time and date of the Qualified Purchase, and the email address entered for the Qualified Purchase.

10. NO WARRANTY

YOU EXPRESSLY AGREE THAT YOUR USE OF THE SITE, AND ANY INFORMATION, CONTENT, SERVICES AND MATERIALS CONTAINED IN, ACCESSED VIA, OR DESCRIBED ON THE SITE, IS AT YOUR OWN RISK, AND THAT ALL SUCH INFORMATION, CONTENT, SERVICES AND MATERIALS ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. TO THE FULL EXTENT PERMISSIBLE BY APPLICABLE LAW, SHOPATHOME.COM MAKES NO, AND HEREBY DISCLAIMS ALL, REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE AVAILABILITY, OPERATION AND USE OF THE SITE OR THE INFORMATION, CONTENT, MATERIALS OR SERVICES ON OR ACCESSED VIA THE SITE, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE. IN ADDITION, SHOPATHOME.COM DOES NOT REPRESENT OR WARRANT THAT THE INFORMATION ACCESSIBLE VIA THE SITE IS ACCURATE, COMPLETE OR CURRENT, AND IS NOT RESPONSIBLE FOR ANY ERRORS OR OMISSIONS THEREIN OR FOR ANY ADVERSE CONSEQUENCES RESULTING FROM YOUR RELIANCE ON ANY ASPECT OF THE SITE. FURTHER, SHOPATHOME.COM MAKES NO REPRESENTATIONS AND WARRANTIES THAT THE SITE WILL BE UNINTERRUPTED, SECURE, OR FREE OF ERRORS, VIRUSES, OR OTHER HARMFUL COMPONENTS.

SHOPATHOME.COM DOES NOT WARRANT, GUARANTEE, OR ENSURE:

• THE QUALITY OF ANY PRODUCT OR SERVICE PROVIDED BY ITS AFFILIATE STORES
• THAT COUPONS APPEARING ON THE SITE WILL BE ACCEPTED BY AFFILIATE STORES OR OTHER MERCHANTS
• THAT COUPONS WILL BE USABLE OR THAT AMOUNTS SHOWING ON COUPONS ARE CORRECT

SHOPATHOME.COM IS NOT RESPONSIBLE FOR CHANGES TO, OR DISCONTINUANCE OF, ANY AFFILIATE STORE, OR FOR ANY EFFECT ON ACCRUAL OF CREDITS CAUSED BY SUCH CHANGES OR DISCONTINUANCE. SHOPATHOME.COM IS ALSO NOT RESPONSIBLE FOR ANY FAILURE TO RECEIVE INFORMATION FROM AN AFFILIATE STORE REGARDING A QUALIFIED PURCHASE AND IS NOT REQUIRED TO CREDIT YOUR ACCOUNT FOR ANY QUALIFIED PURCHASE MADE BY YOU IF SHOPATHOME.COM DOES NOT RECEIVE INFORMATION REGARDING THE QUALIFIED PURCHASE.

11. LIMITATION OF LIABILITY

IN NO EVENT SHALL SHOPATHOME.COM OR ITS AFFILIATES, OR THE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS OR REPRESENTATIVES OF SHOPATHOME.COM OR ITS AFFILIATES BE LIABLE TO YOU OR ANY THIRD PARTY FOR DAMAGES OF ANY KIND ARISING OUT OF THE USE OF, ACCESS TO, RELIANCE ON, INABILITY TO USE OR IMPROPER USE OF THE SITE OR ANY INFORMATION, CONTENT, MATERIALS OR SERVICES AVAILABLE THEREON (INCLUDING, BUT NOT LIMITED TO, ANY DIRECT, INDIRECT, SPECIAL, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES OR DAMAGES FOR LOSS OF PROFITS, GOODWILL OR REVENUE, BUSINESS INTERRUPTION, OR LOSS OF DATA), EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, OR OTHERWISE. SHOPATHOME.COM'S LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, INCLUDING WITHOUT LIMITATION LIABILITY FOR NEGLIGENCE, WILL NOT EXCEED $250.00.

CERTAIN STATE LAWS MAY NOT PERMIT LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN TYPES OF DAMAGES, AND THUS SOME OR ALL OF THE DISCLAIMERS, EXCLUSIONS OR LIMITATIONS ABOVE MAY NOT APPLY TO YOU.

12. Indemnification

You agree to indemnify and hold ShopAtHome.com, 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 in any way out of your participation in the ShopAtHome.com program, your use of the Shopping Toolbar, any violation of this Terms of Use Agreement by you, or the infringement by you, or another User of the program using your account, of any intellectual property or other right of any person or entity, or claims arising out of any threatening, libelous, obscene, harassing or offensive material contained in any of your postings or other communications.

13. Dispute Resolution

a. Purpose. If you have a Dispute (as defined below) with ShopAtHome.com that cannot be resolved through an informal dispute resolution with ShopAtHome.com, you or ShopAtHome.com may elect to arbitrate that Dispute in accordance with the terms of this Dispute Resolution provision rather than litigate the Dispute in court. Arbitration means you will have a fair hearing before a neutral arbitrator instead of in a court by a judge or jury.

b. Definitions. The term "Dispute" means any dispute, claim, or controversy between you and ShopAtHome.com regarding any aspect of your relationship with ShopAtHome.com, whether based in contract, statute, regulation, ordinance, tort (including, but not limited to, fraud, misrepresentation, fraudulent inducement, negligence, or any other intentional tort), or any other legal or equitable theory, and includes the validity, enforceability or scope of this Dispute Resolution provision (with the exception of the enforceability of the class action waiver clause provided in this paragraph). "Dispute" is to be given the broadest possible meaning that will be enforced. As used in this Dispute Resolution provision, "ShopAtHome.com" means ShopAtHome.com and its parents, subsidiaries and affiliated companies and each of their respective officers, directors, employees and agents.

c. Right to Opt Out of Arbitration. IF YOU DO NOT WISH TO BE BOUND BY THIS ARBITRATION PROVISION, YOU MUST NOTIFY SHOPATHOME.COM IN WRITING WITHIN 30 DAYS OF THE DATE THAT YOU FIRST ACCEPT THIS AGREEMENT BY VISITING http://www.shopathome.com/Contact.aspx, OR BY MAIL TO SHOPATHOME.COM, 7100 EAST BELLEVIEW AVE, SUITE 208, GREENWOOD VILLAGE, CO 80111. YOUR WRITTEN NOTIFICATION TO SHOPATHOME.COM MUST INCLUDE YOUR NAME AND ADDRESS AS WELL AS A CLEAR STATEMENT THAT YOU DO NOT WISH TO RESOLVE DISPUTES WITH SHOPATHOME.COM THROUGH ARBITRATION. YOUR DECISION TO OPT OUT OF THIS ARBITRATION PROVISION WILL HAVE NO ADVERSE EFFECT ON YOUR RELATIONSHIP WITH SHOPATHOME.COM OR THE DELIVERY OF SERVICES TO YOU BY SHOPATHOME.COM. IF YOU HAVE PREVIOUSLY NOTIFIED SHOPATHOME.COM OF YOUR DECISION TO OPT OUT OF ARBITRATION, YOU DO NOT NEED TO DO SO AGAIN.

d. Initiation of Arbitration Proceeding/Selection of Arbitrator. If you or ShopAtHome.com elect to resolve your Dispute through arbitration pursuant to this Dispute Resolution provision, the party initiating the arbitration proceeding may initiate the arbitration proceeding with American Arbitration Association ("AAA"), 335 Madison Ave., Floor 10, New York, NY 10017-4605, 1-800-778-7879, www.adr.org under the Commercial Arbitration Rules of the AAA.

e. Arbitration Procedures. Because the Service(s) provided to you by ShopAtHome.com concerns interstate commerce, the Federal Arbitration Act ("FAA"), not state arbitration law, shall govern the arbitrability of all Disputes. However, applicable federal law or the law of the state where you receive the service from ShopAtHome.com may apply to and govern the substance of any Disputes. Any state statutes pertaining to arbitration shall not be applicable under this Dispute Resolution provision.

If there is a conflict between this Dispute Resolution provision and the rules of the arbitration organization chosen, this Dispute Resolution provision shall govern. If the arbitration organization that you select will not enforce this Dispute Resolution provision as written, it cannot serve as the arbitration organization to resolve your dispute with ShopAtHome.com. If this situation arises, the parties shall agree on a substitute arbitration organization. If the parties are unable to agree, the parties shall mutually petition a court of appropriate jurisdiction to appoint an arbitration organization that will enforce this Dispute Resolution provision as written. If there is a conflict between this Dispute Resolution provision and the rest of this Agreement, this Dispute Resolution provision shall govern.

A single arbitrator will resolve the Dispute. You should know that participating in arbitration may result in limited discovery depending on the rules of the arbitration organization that is chosen to resolve the Dispute. The arbitrator will honor claims of privilege recognized by law and will take reasonable steps to protect customer account information and other confidential or proprietary information.

The arbitrator will make any award in writing but need not provide a statement of reasons unless requested by a party. An award rendered by the arbitrator may be entered in any court having jurisdiction over the parties for purposes of enforcement.

If an award granted by the arbitrator exceeds $75,000, either party can appeal that award to a three-arbitrator panel administered by the same arbitration organization by a written notice of appeal filed within thirty (30) days from the date of entry of the written arbitration award. The members of the three-arbitrator panel will be selected according to the rules of the arbitration organization. The arbitration organization will then notify the other party that the award has been appealed. The three-arbitrator panel will issue its decision within one hundred and twenty (120) days of the date of the appealing party's notice of appeal. The decision of the three-arbitrator panel shall be final and binding, except for any appellate right which exists under the FAA.

f. Restrictions:

YOU MUST CONTACT US WITHIN ONE (1) YEAR OF THE DATE OF THE OCCURRENCE OF THE EVENT OR FACTS GIVING RISE TO A DISPUTE, OR YOU WAIVE THE RIGHT TO PURSUE ANY CLAIM BASED UPON SUCH EVENT, FACTS, OR DISPUTE.

ALL PARTIES TO THE ARBITRATION MUST BE INDIVIDUALLY NAMED. THERE SHALL BE NO RIGHT OR AUTHORITY FOR ANY CLAIMS TO BE ARBITRATED OR LITIGATED ON A CLASS ACTION OR CONSOLIDATED BASIS OR ON BASES INVOLVING CLAIMS BROUGHT IN A PURPORTED REPRESENTATIVE CAPACITY ON BEHALF OF THE GENERAL PUBLIC (SUCH AS A PRIVATE ATTORNEY GENERAL), OTHER SUBSCRIBERS, OR OTHER PERSONS SIMILARLY SITUATED UNLESS THE STATUTE UNDER WHICH YOU ARE SUING PROVIDES OTHERWISE.

ALL PARTIES WAIVE ANY CLAIM TO INDIRECT, CONSEQUENTIAL, PUNITIVE, EXEMPLARY, OR MULTIPLIED DAMAGES ARISING FROM OR OUT OF ANY DISPUTE WITH SHOPATHOME.COM UNLESS THE STATUTE UNDER WHICH THEY ARE SUING PROVIDES OTHERWISE.

g. Location of Arbitration. The arbitration will take place in Denver, Colorado.

h. Payment of Arbitration Fees and Costs. SHOPATHOME.COM WILL ADVANCE ALL ARBITRATION FILING FEES AND ARBITRATOR'S COSTS AND EXPENSES UPON YOUR WRITTEN REQUEST GIVEN PRIOR TO THE COMMENCEMENT OF THE ARBITRATION. YOU ARE RESPONSIBLE FOR ALL ADDITIONAL COSTS THAT YOU INCUR IN THE ARBITRATION, INCLUDING, BUT NOT LIMITED TO, ATTORNEYS OR EXPERT WITNESSES. IF THE ARBITRATION PROCEEDING IS DECIDED IN SHOPATHOME.COM'S FAVOR, YOU SHALL REIMBURSE SHOPATHOME.COM FOR THE FEES AND COSTS ADVANCED TO YOU ONLY UP TO THE EXTENT AWARDABLE IN A JUDICIAL PROCEEDING. IF THE ARBITRATION PROCEEDING IS DETERMINED IN YOUR FAVOR, YOU WILL NOT BE REQUIRED TO REIMBURSE SHOPATHOME.COM FOR ANY OF THE FEES AND COSTS ADVANCED BY SHOPATHOME.COM. IF A PARTY ELECTS TO APPEAL AN AWARD TO A THREE-ARBITRATOR PANEL, THE PREVAILING PARTY IN THE APPEAL SHALL BE ENTITLED TO RECOVER ALL REASONABLE ATTORNEYS' FEES AND COSTS INCURRED IN THAT APPEAL. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS ARBITRATION PROVISION, SHOPATHOME.COM WILL PAY ALL FEES AND COSTS THAT IT IS REQUIRED BY LAW TO PAY.

i. Severability. If any clause within this Dispute Resolution provision (other than the class action waiver clause identified above) is found to be illegal or unenforceable, that clause will be severed from this Dispute Resolution provision, and the remainder of this Dispute Resolution provision will be given full force and effect. If the class action waiver clause is found to be illegal or unenforceable, the entire Dispute Resolution provision will be unenforceable, and the dispute will be decided by a court.

In the event this entire Dispute Resolution provision is determined to be illegal or unenforceable for any reason, or if a claim is brought in a Dispute that is found by a court to be excluded from the scope of this Dispute Resolution provision, you and ShopAtHome.com have each agreed to waive, to the fullest extent allowed by law, any trial by jury.

j. Exclusions from Arbitration. YOU AND SHOPATHOME.COM AGREE THAT THE FOLLOWING WILL NOT BE SUBJECT TO ARBITRATION: (1) ANY CLAIM FILED BY YOU OR BY SHOPATHOME.COM THAT IS NOT AGGREGATED WITH THE CLAIM OF ANY OTHER CUSTOMER AND WHOSE AMOUNT IN CONTROVERSY IS PROPERLY WITHIN THE JURISDICTION OF A COURT THAT IS LIMITED TO ADJUDICATING SMALL CLAIMS; (2) ANY DISPUTE OVER THE VALIDITY OF ANY PARTY'S INTELLECTUAL PROPERTY RIGHTS; AND (3) ANY DISPUTE RELATED TO OR ARISING FROM ALLEGATIONS ASSOCIATED WITH UNAUTHORIZED USE OR RECEIPT OF A SERVICE.

k. Continuation. This Dispute Resolution provision shall survive the termination of your customer relationship with ShopAtHome.com.

SPECIAL NOTE REGARDING ARBITRATION FOR CALIFORNIA AND/OR WASHINGTON STATE CUSTOMERS:

IF YOU ARE A SHOPATHOME.COM CUSTOMER IN CALIFORNIA AND/OR WASHINGTON STATE, SHOPATHOME.COM WILL NOT SEEK TO ENFORCE THE ARBITRATION PROVISION ABOVE UNLESS WE HAVE NOTIFIED YOU OTHERWISE.

This Agreement constitutes the entire Agreement between you and ShopAtHome.com in connection with general membership in the ShopAtHome.com program and supersedes all prior agreements between the parties regarding the subject matter contained herein. 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. No failure of either party to exercise or enforce any of its rights under this Terms of Use Agreement will act as a waiver of such rights. Nothing in this Agreement shall be construed as creating or constituting a partnership, joint venture, agency or other like relationship between you and ShopAtHome.com or between ShopAtHome.com and its Affiliate Stores. Neither the Affiliated Stores nor any other third party shall have the ability to create obligations on ShopAtHome.com's behalf.

14. Non-Waiver

The failure of ShopAtHome.com to insist upon performance of any of the terms and conditions of this Terms of Use Agreement, or the waiver of any breach of, or the decision to not exercise any of its rights under, any of the terms or conditions of this Terms of Use Agreement, shall not be construed as thereafter waiving any such terms and conditions, or any other terms and conditions of this Terms of Use Agreement. Any waiver must in writing and signed by ShopAtHome.com.

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