These terms and conditions (the “Terms”) govern your access and use of the Shopbrain mobile application(s), browser add-on/extension and any other online services we provide (the “Services”), including any updates to or new versions of the Services.
The Services are made available by Yroo (Ireland) Limited, a company incorporated and registered in the Republic of Ireland with company registration number 560809 and its registered office at Unit K Digital Court, Rainsford Street, The Digital Hub, Dublin 8, Ireland, and its licensors or providers (“Shopbrain”, “we”, “us” or “our”).
2. Your acceptance of these Terms
By downloading and using the Services (whether or not you are a registered user) you are entering into a binding legal agreement with us. By downloading and using the Services, you are agreeing to these Terms. If you do not accept and agree to these Terms, then you must not download or use the Services.
Please read these Terms carefully, as they contain important provisions that exclude and limit our liability to you.
4. Changes to the Terms
We reserve the right, in our sole discretion, to change these Terms from time to time without incurring any liability or obligation to you. We may do this for a variety of reasons including to reflect changes in or requirements of the law, new features, or changes in business practices. The most recent version of the Terms will be posted on our website, https://www.shopbrain.com/terms (the “Site”) and you should regularly check for the most recent version, as the most recent version is the one that applies to your use of the Services. If the changes include material changes that affect your rights or obligations, we will notify you of the changes by reasonable means, which could include notification through the Site or Services. If you continue to use the Services after the changes become effective, then you will be deemed to have accepted those changes. If you don’t agree to these changes, you must end your relationship with us by ceasing to use the Services. The date these Terms were last amended is set out at the end of these Terms. Any amendment, variation or modification to the Terms you purport shall not be binding on us.
5. Our Services
By providing links to third party sites, we do not endorse, warrant or guarantee the products or services available through those links and Shopbrain is not an agent or broker or otherwise responsible for the activities or policies of those websites or their products or services. Shopbrain does not guarantee that the product offer details, prices, availability or other terms or rates provided by the Services are actually the terms that may be offered to you by a third party if you pursue the offer or that they are the best prices, terms or lowest rates available in the market.
We have no control over, and assume no responsibility for, the content, accuracy, privacy policies, or practices or opinions expressed in any third party websites or by any third party you interact with through the Services. In addition, we will not and cannot monitor, verify, censor or edit the content of any third party site or service. By using the Services, you release and agree to indemnify, defend and hold us harmless from any and all liability arising from your use of any third party website or service.
6. Access and Restrictions
When you download or use the Services, you agree to these Terms and in return Shopbrain grants you a limited, personal, non¬-exclusive, non-transferable, non-sublicensable and revocable license to download and use the Services solely for your personal use. Apart from this license, you have no other rights in the use of the Services and you may not: (i) remove any copyright, trademark or other proprietary notices from any portion of the Services; (ii) modify, edit, copy, reproduce, create derivative works of, distribute, license, lease, sell, resell, transfer, publicly display, publicly perform, transmit, stream, broadcast or otherwise use the Services except as expressly permitted by us; (iii) decompile, disassemble, reverse engineer, alter, enhance or in any way exploit the Services in any manner except as may be expressly permitted by applicable law; (iv) link to, mirror or frame any portion of the Services; (v) cause or launch any programs or scripts for the purpose of scraping, indexing, surveying, or otherwise data mining any portion of the Services or unduly burdening or hindering the operation and/or functionality of any aspect of the Services; or (vi) attempt to gain unauthorized access to or impair any aspect of the Services or its related systems or networks. If you breach any of these Terms, the above license will terminate automatically.
Shopbrain reserves the right to change, upgrade, withdraw, amend access to or discontinue the Services or any feature of the Services at any time, with or without notice or liability to you.
We will not be liable if for any reason the Services (or any part of them) are unavailable at any time or for any period. From time to time, we may restrict access to some or all parts of the Services. By downloading and using the Services, you represent and warrant that your use of the Services does not violate any applicable law or regulation.
You are responsible for making all arrangements necessary for you to have access to the Services, including internet access. You are also responsible for the cost and maintenance of any internet access and ensuring that all persons who use the Services through your internet connection are aware of these Terms, and that they comply with them in full.
You acknowledge that we have no obligation to monitor your access to or use of the Services for violations of these Terms, or to review or edit any content. However, we reserve the right to do so for the purpose of operating and improving the Services (including without limitation for fraud prevention, risk assessment, investigation and customer support purposes), to ensure your compliance with the Terms and to comply with applicable law or any order or requirement of a court, consent decree, administrative agency or other governmental body.
You agree that the availability of the Services may be dependent on third party providers such as Firefox, Safari, the Chrome Extension Store, iTunes, Google Play or any other website, app store and its affiliates (“Third Party Provider”) from which you choose to download the Services. You acknowledge that these Terms are concluded between you and us only, and not with any other Third Party Provider or our licensors or providers. Each Third Party Provider may have its own set of terms to which you agree to abide by before downloading the Services and obtaining the license to use the Services. To the extent that such other terms and conditions from such Third Party Provider conflict with these Terms, these Terms will prevail to the maximum extent allowed under local laws.
Neither the Third Party Provider nor our licensors or providers have any obligation to provide access to, maintain the Services or provide support services. The Third Party Provider is not responsible for any claims you or a third party may have in relation to the Services including, any consumer protection claims, intellectual property infringement claims, or any claim that the Services fail to conform to any applicable legal or regulatory requirement.
You acknowledge and agree that, in the event of any third party claim that the Services and/or your possession and use of the Services infringes a third party’s intellectual property rights, we, and not the Third Party Provider, are responsible for the investigation, defense, settlement and discharge of any such infringement claim.
7. Earning Rewards
From time to time, we may offer bonuses or other rewards for downloading or using the Services, or for other specific actions. The terms and conditions accompanying such offers will govern how they are earned and redeemed if the terms and conditions differ from these Terms.
8. Removal of the Extension
If you wish to stop using the Services, just uninstall Shopbrain from your browser and/or phone.
9. Consequences of Breaching the Terms
Any failure to comply with these Terms, any fraud or abuse, or any misrepresentation of any information furnished to Shopbrain or its licensors, providers or affiliates by you or anyone acting on your behalf may result in the immediate suspension or termination of your use of the Services without notice or liability to you. This is without prejudice to any other rights or remedies we have under these Terms or under applicable law.
The Services, and all information (in any form including without limitation text, graphical, video and audio), images, icons, buttons, software, design, applications, trademarks, brand names and other elements available on or through the Services (the “Content”) are the property of Shopbrain, its licensors, providers, or affiliates or the applicable third party entity, and are protected by copyright, trade mark, database right, sui generis rights and other intellectual property rights (as the case may be) under national laws and international treaties. Your access and/or use of the Services does not transfer to you or any other person any ownership or other rights in the Services, or their Content, unless specified otherwise in these Terms. Any rights not expressly granted to you in these Terms are expressly reserved by Shopbrain and its licensors, providers and affiliates. For greater certainty, you agree that you will not take any action that is inconsistent with Shopbrain, its licensors, providers or affiliates’ ownership of the Services and/or Shopbrain’s ownership of, or any third party’s ownership of, any Content. Without limiting the generality of the foregoing, users of the Services shall be entitled to copy Content contained within the Services only for their own personal and non-commercial use, but may not republish or reproduce any such Content in any manner without the prior written consent of Shopbrain, its licensors, providers or affiliates.
11. Names, Logos and Trade Marks
Certain names, graphics, logos, icons, slogans, designs, words, titles or phrases contained within the Services may constitute trade names, registered or unregistered trademarks or service marks (collectively, “Trademarks”) of Shopbrain, its licensors, providers, affiliates or other third party entities. Trademarks may be registered in Canada and in other countries as applicable. All Trademarks not owned by Shopbrain are the property of their respective owners, and, where used by Shopbrain are used under license or with permission. All Trademarks are and shall remain the sole and exclusive property of their respective owner(s). Any use of such Trademarks, except as expressly provided for herein, without the express written consent of the applicable owner is strictly prohibited. Nothing contained herein or on the Services may be construed as granting, by implication, estoppel, or otherwise, any license to use any Trademark(s). You agree that you will not take any actions inconsistent with Shopbrain, its licensors, providers or affiliates’ ownership of, or any third party’s ownership of, the Trademarks. Only Shopbrain, its licensors, providers or affiliates are authorized to produce and market products and literature under the Trademarks. The use of the Trademarks on any product, literature or electronic media not produced or offered by Shopbrain, its licensors, providers or affiliates is prohibited unless prior written approval has been obtained from the respective owner.
12. IP Infringement
Shopbrain and its licensors, providers and affiliates make no warranties regarding possible infringement of any national or foreign patent, trade mark, trade name, copyright or other intellectual property rights and you shall have no claim against Shopbrain or its licensors, providers or affiliates in connection therewith.
13. User Conduct
By accessing and using the Services you hereby undertake and agree to do so in a legal and ethical manner. You shall not, and you shall not permit or direct any person to, decompile any functionality in the Services or the systems, manipulate advertising traffic, circumvent security or functionality, expose any “holes” or weaknesses in the system or take, directly or indirectly, any other action or cause, or direct any person to take any action to alter or operate Shopbrain’s products, systems, services, website, or any functionality relating to any of the foregoing in a manner for which it was not intended. Consequences for breaching this shall be serious and may include without limitation, immediate suspension or termination of your account, as well as forfeiture of any and all rights, privileges and/or benefits that are or may otherwise be owing to you.
You hereby acknowledge and agree that:
- You will not collect Service users’ information, or otherwise access the Services, using automated means (e.g. harvesting bots, robots, spiders, or scrapers, etc.) without our prior written permission;
- You will not upload viruses or other malicious code to the Services or to the websites linked to the Services;
- You will not use the Services to do anything unlawful, misleading, malicious, or discriminatory;
- You will not facilitate or encourage any violations of the Terms (or any part thereof);
- You may not use scripts or disguised redirects to derive financial benefit from the Services; and
- You hereby undertake and agree not to use the Services for any illegal or fraudulent activity.
YOUR USE OF THE SERVICES (OR ANY PART OF THEM) IS “AS IS” AND ON AN “AS AVAILABLE” BASIS, AT YOUR OWN RISK, AND WITHOUT ANY REPRESENTATION OR ENDORSEMENT OF ANY KIND BY SHOPBRAIN, ITS LICENSORS, PROVIDERS OR AFFILIATES. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW WE AND OUR LICENSORS, PROVIDERS AND AFFILIATES DISCLAIM ALL REPRESENTATIONS, WARRANTIES, CONDITIONS OR OTHER TERMS OF ANY KIND EXPRESS OR IMPLIED.
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW WE SHALL NOT BE LIABLE TO YOU OR TO ANYONE ELSE FOR ANY LOSS OR DAMAGE CAUSED IN WHOLE OR IN PART BY RELYING UPON, USING, OR INTERPRETING THE CONTENT OR OTHER INFORMATION OBTAINED THROUGH THE ACCESS AND/OR USE OF THE SERVICES. FOR THE AVOIDANCE OF DOUBT, WE MAKE NO UNDERTAKING, REPRESENTATION OR WARRANTY: (I) IN CONNECTION WITH THE COMPLETENESS OR ACCURACY, RELIABILITY OR TIMELINESS OF ANY OF THE CONTENT ON OR AVAILABLE THROUGH THE SERVICES; AND/OR (II) THAT THE SERVICES OR THE SERVER(S) THEY ARE HOSTED ON ARE FREE FROM DEFECTS, ERRORS, VIRUSES, BUGS OR OTHER HARMFUL ELEMENTS.
THE OPERATION OF THE SERVICES MAY BE AFFECTED BY NUMEROUS FACTORS BEYOND OUR CONTROL. THE OPERATION OF THE SERVICES MAY NOT BE CONTINUOUS OR UNINTERRUPTED OR SECURE. SECURITY, PRIVACY AND CONFIDENTIALITY RISKS CANNOT BE ELIMINATED.
15. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW SHOPBRAIN, ITS LICENSORS, PROVIDERS AND ITS AFFILIATES WILL NOT UNDER ANY CIRCUMSTANCES BE LIABLE TO YOU OR ANY OTHER PERSON FOR:
i. ANY LOSS OF USE, LOSS OF PRODUCTION, LOSS OF INCOME OR PROFITS (ANTICIPATED OR OTHERWISE), LOSS OF MARKETS, ECONOMIC LOSS; OR
ii. SPECIAL, INDIRECT OR CONSEQUENTIAL LOSS OR DAMAGE OR PUNITIVE DAMAGES;
WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LAW OR EQUITY, ARISING FROM, CONNECTED WITH, OR RELATING TO THE USE OF THE SERVICES BY YOU OR ANY OTHER PERSON, OR ANY RELATIONSHIP WITH US AND REGARDLESS OF ANY NEGLIGENCE OR OTHER FAULT OR WRONGDOING BY US OR ANY OF OUR LICENSORS, PROVIDERS OR AFFILIATES OR ANY PERSON FOR WHOM WE OR ANY OF OUR AFFILIATES ARE RESPONSIBLE, AND NOTWITHSTANDING THAT SHOPBRAIN, ITS LICENSORS, PROVIDERS OR AFFILIATES MAY HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES BEING INCURRED BY YOU OR ANY OTHER PERSON.
IF YOU ARE DISSATISFIED WITH ANY ASPECT OF THE SERVICES AT ANY TIME, YOUR SOLE AND EXCLUSIVE REMEDY IS TO CEASE USING THE SERVICES AND/OR PROVIDE COMMENTS TO SHOPBRAIN. YOU AGREE THAT WE, AND OUR LICENSORS, PROVIDERS AND AFFILIATES WILL NOT BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR ANY MODIFICATION, SUSPENSION AND/OR TERMINATION OF THE SERVICES (OR ANY PART THEREOF). WITHOUT PREJUDICE TO THE PRECEDING RESTRICTION, AND TO THE EXTENT ALLOWED BY LAW, IN NO EVENT WILL OUR OR ANY OF OUR LICENSORS’, PROVIDERS’ OR AFFILIATES’ TOTAL AGGREGATE LIABILITY TO YOU OR ANY OTHER PERSON FOR ANY CLAIMS, PROCEEDINGS, LIABILITIES, OBLIGATIONS, DAMAGES, LOSSES, AND COSTS, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LAW OR EQUITY, AND REGARDLESS OF ANY NEGLIGENCE OR OTHER FAULT OR WRONGDOING BY US OR ANY PERSON FOR WHOM WE ARE RESPONSIBLE, EXCEED €50.00.
YOU AGREE TO INDEMNIFY, DEFEND AND HOLD HARMLESS EACH OF SHOPBRAIN AND ITS LICENSORS, PROVIDERS AND AFFILIATES AND ALL OF THEIR RESPECTIVE AGENTS, DIRECTORS, OFFICERS, EMPLOYEES, INFORMATION PARTIES, SERVICE PARTIES, SUPPLIERS, LICENSORS AND LICENSEES, AND ALL OTHER RELATED, ASSOCIATED, OR CONNECTED PERSONS (COLLECTIVELY, THE “INDEMNIFIED PARTIES”) FROM AND AGAINST ANY AND ALL LIABILITIES, EXPENSES AND COSTS, INCLUDING WITHOUT LIMITATION REASONABLE LEGAL FEES AND EXPENSES, INCURRED BY THE INDEMNIFIED PARTIES IN CONNECTION WITH ANY CLAIM OR DEMAND ARISING OUT OF, RELATED TO, OR CONNECTED WITH YOUR USE OF THE SERVICES, SOMEONE POSING AS YOU, OR YOUR BREACH OF THESE TERMS. YOU HEREBY UNDERTAKE AND AGREE TO PROMPTLY ASSIST AND CO-OPERATE AS FULLY AS REASONABLY REQUIRED BY ANY OF THE INDEMNIFIED PARTIES IN THE DEFENCE OF ANY SUCH CLAIM OR DEMAND. YOU FURTHER AGREE TO INDEMNIFY, DEFEND AND HOLD HARMLESS EACH OF SHOPBRAIN, ITS LICENSORS, PROVIDERS AND AFFILIATES FROM ALL SUITS, DAMAGES, COSTS AND LIABILITIES WHATSOEVER ARISING FROM ANY TRANSACTIONS IN WHICH YOU ENGAGE OR ATTEMPT TO ENGAGE.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ADVICE AND INFORMATION PROVIDED BY SHOPBRAIN, ITS LICENSORS, PROVIDERS, AFFILIATES OR ITS REPRESENTATIVES, WHETHER ORAL OR WRITTEN, WILL NOT CREATE ANY REPRESENTATION, WARRANTY OR CONDITION OR VARY OR AMEND THESE TERMS, INCLUDING THE ABOVE DISCLAIMER, LIABILITY EXCLUSION, LIABILITY LIMITATION, AND INDEMNITY PROVISIONS, AND YOU MAY NOT RELY UPON ANY SUCH ADVICE OR INFORMATION.
THE EXCLUSION OF CERTAIN WARRANTIES AND THE LIMITATION OF CERTAIN LIABILITIES ARE PROHIBITED BY LEGISLATION IN SOME JURISDICTIONS. SUCH LEGISLATIVE LIMITATIONS MAY APPLY TO YOU. THE DISCLAIMER, LIABILITY EXCLUSION, LIABILITY LIMITATION, AND INDEMNITY PROVISIONS IN THESE TERMS SURVIVE INDEFINITELY AFTER THE TERMINATION OF THESE TERMS.
17. Force Majeure
We will not be responsible for delays and failures in performance where performance is commercially impractical due to circumstances beyond our reasonable control including but not limited to, strikes, labor difficulties, riot, fire, death or curtailment of the parties’ usual source of supply, or governmental decrees and orders.
18. General Provisions
You may not assign or otherwise transfer any of your rights or obligations under these Terms without the prior written consent of Shopbrain, and any attempted assignment or transfer without such consent will be void. We may assign, sub-contract or novate any of our rights and/or obligations under these Terms and you agree to promptly execute any and all documents necessary or desirable for that purpose.
Nothing in these Terms shall be construed to create a partnership or agency relationship between you and us and neither of us shall have the right or authority to incur any liability, debt or cost or enter into any contracts or other arrangements in the name of or on behalf of the other.
If we fail to insist that you perform any of your obligations under the Terms, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you and will not mean that you do not have to comply with those obligations. If we do waive a default by you, we will only do so in writing, and that will not mean that we will automatically waive any later default by you.
These Terms and the documents incorporated by reference constitute the entire agreement and understanding between us and you with respect of your access and use of the Services and supersedes all previous agreements, representations and arrangements between us (either oral or written). Nothing in this clause shall limit or exclude our liability for fraudulent misrepresentation.
If any provision of the Terms (or part thereof) 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. Our failure to insist upon or enforce strict performance of any provision of the Terms shall not be construed as a waiver of any provision or right.
19. Governing Law
The Terms and any dispute or claim arising out of or in connection with them or their subject matter or formation (including non-contractual disputes or claims) are governed by and construed in accordance with the laws of Ireland, and you agree that the courts of Ireland have exclusive jurisdiction to hear and determine any actions or proceedings that may arise out of or in connection with the Terms.
20. Contacting Us
If you have any questions, requests or complaints regarding these Terms please contact us using the following information:
Mailing Address: Unit K Digital Court, Rainsford Street, The Digital Hub, Dublin 8, IRELAND
These Terms were last amended: 18 January 2019