Ziff Davis, LLC Terms of Use

Effective September 2024

Note: The Ziff Davis Terms of Use have been updated. Please review the updated Terms of Use carefully before using the Ziff Davis Services. By using any of the Ziff Davis Services, you consent to the terms of the updated Terms of Use.

PLEASE READ THESE TERMS OF USE (“TERMS”) CAREFULLY BECAUSE THEY DESCRIBE YOUR RIGHTS AND RESPONSIBILITIES AND, TOGETHER WITH ALL THE OTHER TERMS AND CONDITIONS REFERRED TO BELOW, FORM A LEGALLY BINDING AGREEMENT BETWEEN YOU AND (ZIFF DAVIS, LLC) REGARDING YOUR USE OF THE ZIFF DAVIS, LLC WEBSITE(S) AND OTHER SERVICES.

THESE TERMS CONTAIN A BINDING ARBITRATION CLAUSE AND A CLASS ACTION WAIVER.

SECTION 17 CONTAINS AN IMPORTANT NOTE TO NEW JERSEY CONSUMERS.

IF FOR ANY REASON, YOU ARE UNABLE OR UNWILLING TO AGREE TO ALL OUR TERMS OF USE, PLEASE IMMEDIATELY STOP USING OR ATTEMPTING TO USE OUR WEBSITE AND OTHER SERVICES, BECAUSE IF YOU CONTINUE, YOU WILL BE AGREEING TO EVERYTHING IN OUR TERMS OF USE.

1. General

These Terms govern your use of the interactive websites, mobile and connected applications, software, and all other online interactive features and services, including, but not limited to, emails, newsletters, forums, communities, sweepstakes and contests (collectively, the “Services”) operated by Ziff Davis, LLC and its subsidiaries (collectively “Ziff Davis” “we” “us” or “our”). Additional terms and conditions of use applicable to specific areas of the Services may also be posted in such areas and, together with these Terms, govern your use of those areas and are referred to collectively as the “Agreement.”

These Terms cover the following Ziff Davis websites and mobile applications:

Applications:

RetailMeNot
IGN Core
IGN Playlist
TechBargains

We reserve the right, in our discretion, to change or modify all or any part of the Agreement at any time, effective immediately upon notice published on this page. Your use of the Services constitutes your binding acceptance of these terms and conditions, including any changes or modifications made by Ziff Davis as permitted above. Please be sure to review the Agreement periodically to ensure familiarity with the most current version. If at any time the terms and conditions of the Agreement are no longer acceptable to you, you should immediately cease all use of the Services. It is your responsibility to refer to the Agreement upon accessing the Services.

COPPA: The Services are directed to teenagers and adults and are not directed to children under the age of 13. You must be 13 years of age or older to use the Services outside of the European Union and European Economic Area, and 16 years of age or older in the European Union and European Economic Area. Ziff Davis complies with the Children’s Online Privacy Protection Act and does not permit registration by, and will not knowingly collect personally identifiable information from, anyone under 13. By registering for any Services, you represent and warrant that you are 13 years of age or older or, if you reside in the European Union or European Economic Area, 16 years of age or older. Additionally, you must provide true, accurate and complete registration information to become a member of the Services (“Member”). Creating a Member account if you are under the age of 13 outside of the European Union and European Economic Area or 16 in the European Union and European Economic Area, under automated means or under false or fraudulent pretenses constitutes unauthorized use of the Services, and such accounts will be deleted by Ziff Davis.

As part of the registration process, you may be asked to select a username and password and you will be responsible for keeping your password secure and for all activities occurring under your username.. We may refuse to grant you a username that impersonates someone else, violates or infringes on the trademark or proprietary rights of a third party, or is vulgar, offensive, or otherwise inappropriate, as determined by us in our sole discretion. You agree that your username and password is personal to you and should not be used to provide access to the Services to any other person or entity.

By using the Services, you agree to: (a) provide accurate and complete information about yourself as prompted by the registration form for a Service (“Registration Data”), (b) maintain and promptly update the Registration Data to keep it accurate and complete, and (c) maintain the security of your password. In the event you compose a profile upon registering for the Services (a “Member Profile”), such profile must describe you, an individual person. Examples of inappropriate profiles include, but are not limited to, profiles that purport to represent an animal, place, inanimate object, fictional character, or real individual who is not you.

Access to the Site and Services:

Ziff Davis strives to allow access to the Site 24 hours a day, 7 days a week, apart from necessary maintenance operations and possible breakdowns. Ziff Davis is only bound by an obligation to make every effort to provide access to the Site and the Services and cannot be held responsible, and declines all responsibility, for any and all inaccessibility of the Site, interruption or temporary stoppage of Services. This could occur and would not be a violation of its contractual obligations under these terms and Conditions or its legal obligations, in particular in terms of the security of personal data, and this, whatever their nature (including without limitation computer viruses, unlawful intrusion into an automated data processing system, temporary stoppage of the service, etc.).

Ziff Davis cannot guarantee the continuity of the Site, its permanence, or its compatibility with your operating system or your browser. You acknowledge that you are solely responsible for the proper functioning of your equipment.

For Shopping Services:

Certain Ziff Davis sites allow you to purchase products (“Products”). Such Products and pricing on the sites may change at any time without prior notice to you. You agree that you will only purchase Products on the sites for your own use and enjoyment or as a gift for another person, that all information you submit through the sites is complete, accurate, current and true and that you are not barred from receiving Products under applicable law. Some Products you purchase may be used or contain used parts. Certain software or other materials that you purchase through the sites may be subjected to further export controls. You agree to comply with all applicable export and re-export restrictions, laws and regulations and will not encourage, assist, or authorize the transfer of such products to a prohibited country in violation of law, rule or regulation. Please be advised that an order confirmation to you does not signify acceptance of your order, nor does it constitute confirmation of an offer to sell. At any time after receipt, your order may be accepted, declined, or quantity restrictions or other limits may be placed on your order for any reason. If you are charged for an order that has been canceled, you may seek a refund for the full amount of the canceled portion of such order. While we strive to make all information on the sites as accurate as possible, we do not warrant that Product descriptions or other content is accurate, complete or error free. Promotions and availability of products are subject to change and we cannot confirm the availability or price of an item until you place your order. For more information please see our return policy. Please also be advised we do not operate a call center.

Participation; Adding and Using Vouchers and Discount Codes:

Members are encouraged to play an active role on the Site and have the possibility of posting Discount Coupons, Refund Offers on the Site as well as publishing Opinions concerning their online shopping experiences on merchant sites, subject to compliance with the conditions described in this Agreement.

Coupons and discount codes may be added by Members of the Site. Their distribution is subject to validation. Members of the Site undertake to add coupons or discount codes with as much detail as possible and not to add personalized coupons or discount codes (i.e. a code for the single use of the person). Ziff Davis reserves the right to modify and delete the voucher at any time.

The use of vouchers and discount codes implies that the user of the Site clicks on the buttons “Display the code and launch the site” or “display the site” or even on the graphic banner of the Site. These buttons/links cause the opening in a new browser window of the merchant site receiving the reduction voucher you have selected. After each use of a code or discount voucher, the Site invites you to indicate the correct or incorrect functioning using the interface provided for this purpose. We also invite you to leave a comment to provide additional information. These notices will allow us to remove invalid discount codes.

Under no circumstances can Ziff Davis be held liable for comments made by the Member on the Site. The Member acknowledges under the terms of the terms and conditions to be solely responsible for the opinions left on the Site. The Member undertakes that said opinions shall not infringe the rights and legitimate interests of a third party. The Member therefore guarantees Ziff Davis against any recourse based on his remarks and to bear all the costs resulting from this recourse. These costs include in particular any damages owed by Ziff Davis in respect of said action as well as attorney’s fees and court costs.

For RetailMeNot Cash Back Services:

General. By participating in a RetailMeNot Online Cash Back Rewards Offer and/or In-Store Cash Back Rewards Offer (each, a “Promotion”), you agree to be bound by these Cash Back Rewards and Wallet Terms (these “Promotion Terms”) in addition to the rest of the Ziff Davis Terms of Use and privacy policies. In the event of a conﬂict between these Promotion Terms and the Ziff Davis Terms of Use, these Promotion Terms will control. All features may not be available and RetailMeNot reserves the right, in its sole and absolute discretion, to terminate, end or cancel any Promotion or other program at any time and without prior notice. Such termination shall not incur any obligations, consequences, or liabilities, including but not limited to compensation or payback, on the part of Ziff Davis.

Definitions.

“Activated Rewards Oﬀer” is defined as a Rewards Oﬀer for a Promotion that has been initiated by you but is not yet completed. In-Store Cash Back receipt scanning Rewards Oﬀers may activate when you submit a Receipt after a Qualifying Transaction during the Promotion Period. For other Rewards Oﬀers, activating such Rewards Oﬀer requires at a minimum clicking the Promotion Link or Link Cash Back Button, and may require additional steps as described on the Promotion Landing Page.

“Approved Reward” is defined as a Reward oﬀered under an Activated Rewards Oﬀer for which RetailMeNot has determined that you: (1) met the eligibility requirements; (2) completed the required purchase(s); and (3) satisﬁed all other applicable conditions in order for the Reward to become eligible for redemption.

“Bonus Reward” is defined as a bonus Reward oﬀered to certain RetailMeNot members who complete a qualifying activity or who meet certain criteria, as deﬁned in a Rewards Oﬀer Card or Promotion Landing Page, in addition to or in combination with oﬀers for Online Cash Back Rewards, or In-Store Cash Back Rewards.

“Excluded Items” is defined as with regard to RetailMeNot services, any and all items that fall within categories, if any, speciﬁed on the Promotion Landing Page or in the Rewards Oﬀer Card (e.g., the “details” section) as being excluded from the Minimum Purchase Amount. The determination of whether particular purchases fall within an excluded category will be determined at RetailMeNot’s sole discretion. If you are unsure whether a desired item falls within an excluded category, check the details section of the applicable Rewards Oﬀer Card and direct any questions to our “Contact Us” form prior to making your online purchase.

“In-Store Cash Back Rewards” is defined as Rewards that RetailMeNot provides after receiving a Receipt from Qualiﬁed Transaction, excluding amounts for returned or canceled purchases, and may sometimes be referred to as “In-Store Cash Back” or “In-Store Cash Back Rewards” on the RetailMeNot website or app, or on the Promotion Landing Page.

“Link Cash Back Button” is defined as a virtual button provided on the Promotion Landing Page or Rewards Oﬀer Card that allows you to activate a Rewards Oﬀer. In some cases, clicking the Link Cash Back Button may also direct you to the Merchant’s website.

“Merchant” is defined as the merchant that is speciﬁed on the Promotion Landing Page.

“Minimum Purchase Amount” is defined as the amount speciﬁed on the Promotion Landing Page as the minimum purchase amount from the Merchant that is required to be eligible for the applicable Rewards Oﬀer. The Minimum Purchase Amount excludes discounts/promos, store points/rewards programs, tax, tip, fees, and any amount used to purchase Excluded Items.

“Number of Rewards Oﬀers per Person” is defined as (a) for Online Cash Back Rewards, a limit of twenty (20) Rewards Oﬀers in the aggregate under all RetailMeNot Promotions in any calendar month and a limit of seven (7) Rewards per Merchant in any calendar month and (b) for In-Store Cash Back Rewards, a limit of ﬁfteen (15) Rewards Oﬀers in the aggregate under all RetailMeNot Promotions in any calendar month, unless otherwise speciﬁed in the Promotion Landing Page.

“Online Cash Back Rewards” is defined as Rewards that RetailMeNot tracks through your Internet browser (e.g., tracking cookies), excluding amounts for returned or canceled purchases, and may sometimes be referred to as “Online Cash Back” on the RetailMeNot website or app, or on the Promotion Landing Page.

“Promotion Landing Page” is defined as the website or app page that describes the Promotion and links to these Promotion Terms.

“Promotion Link” is defined as the hyperlink provided on the Promotion Landing Page of an Online Cash Back Rewards Oﬀer that directs you to the Merchant’s website.

“Promotion Period” is defined as the period beginning on the start date speciﬁed on the Promotion Landing Page and ending at the earlier of (1) the time that all of the Total Rewards Oﬀers available during Promotion have been claimed or (2) the end date speciﬁed on the Promotion Landing Page. The Promotion Period may be shortened or extended at RetailMeNot’s discretion. All start and end dates are based on Central Standard Time, unless otherwise indicated.

“Qualifying Transaction” is defined as a purchase that is (a) in an amount greater than the Minimum Purchase Amount; (b) from a participating Merchant; (c) in connection with a Rewards Oﬀer; (d) made via an Online Cash Back Rewards Offer or submitted through a Receipt; and (e) in RetailMeNot’s sole discretion, satisﬁes all of the Promotion Terms.

“Receipt” is defined as a proof of purchase from an in-store Qualifying Transaction with a Merchant during the Promotion Period. To be eligible for an In-Store Cash Back Reward, the Receipt must (i) be in US dollars and (ii) clearly display the date; Merchant name; receipt number or other identiﬁer speciﬁc to that Merchant, that Qualifying Transaction and on that applicate date; the item(s) purchased; the item price; and total amount spent on the item(s). The Receipt must clearly display all required information and meet any other speciﬁed terms to be eligible for an In-Store Cash Back Reward, including terms displayed on the Promotion Landing Page or Rewards Oﬀer Card. All decisions regarding whether to issue a Reward and/or accept a Receipt are in RetailMeNot’s sole discretion.

“Redemption Process” is defined as the steps you must take, as speciﬁed by RetailMeNot in its sole discretion, in order to redeem Approved Rewards. A minimum approved balance of $5.01 is required for redemption (the “Minimum Redemption Amount”). The Redemption Process is further described below.

“Reward” is defined as a reward given by RetailMeNot to you for fulﬁlling the requirements of the Promotion, as speciﬁed on a Promotion Landing Page and Rewards Oﬀer Card.

“Rewards Oﬀer” is defined as an oﬀer for a Reward.

“Rewards Oﬀer Card” is defined as the area of a website page or app that describes a Rewards Oﬀer and may include the Link Cash Back Button, a details section, and a link to a Promotion Landing Page.

“Rewards Wallet” is defined as the user interface associated with your RetailMeNot account that will show Activated Rewards, Approved Rewards, and related information.

“Third-party Service Providers” is deﬁned in Section 7 below.

“Total Rewards available during Promotion” or “Total Rewards Oﬀer” is defined as the limited quantity of Rewards available under the Promotion, as speciﬁed on the Promotion Landing Page if the quantity is limited.

Eligibility. Promotions are available to individual users of RetailMeNot who are residents of the United States and at least eighteen (18) years of age. Participation in any Promotion and the opportunity to earn Rewards from any Promotion are oﬀered at the sole discretion of RetailMeNot. Purchases for resale or commercial use are excluded from eligibility. Further, Reward earnings are subject to adjustment to reflect any returns or cancellations of Qualifying Transactions. In any calendar month, you are limited to the Number of Rewards Oﬀers per Person and the amount that may be earned, in the aggregate under all RetailMeNot Rewards Oﬀers, may be limited.

How to Earn RetailMeNot Cash Back Rewards. Online Cash Back Rewards. To earn Rewards pursuant to a Rewards Oﬀer for Online Cash Back Rewards, you must: (1) during the Promotion Period, click on the Promotion Link right before making an online purchase via the Merchant’s website; (2) complete the online purchase in an amount equal or greater to the Minimum Purchase Amount; and (3) satisfy any and all other conditions speciﬁed on the Promotion Landing Page. Upon veriﬁcation that your purchase qualiﬁes and that you have satisﬁed applicable requirements, the Reward speciﬁed for the applicable Rewards Oﬀer will be considered an Approved Reward. YOU MUST CLICK ON THE PROMOTION LINK FOR THE REWARDS OFFER DURING THE SAME SHOPPING SESSION THAT YOU COMPLETE YOUR PURCHASE FROM THE MERCHANT. THE PURCHASE MUST BE MADE IN US DOLLARS. IF YOU VISIT OTHER SITES BEFORE COMPLETING YOUR PURCHASE, OR IF YOU USE COUPON CODES NOT PROVIDED BY RETAILMENOT, YOUR PURCHASE MAY BE ASSOCIATED WITH A SERVICE OTHER THAN RETAILMENOT AND YOU MAY NOT BE ELIGIBLE FOR THE REWARD(S). YOU MUST NOT ENABLE AN AD BLOCKER OR OTHERWISE DISABLE COOKIES ON YOUR COMPUTER, BECAUSE COOKIES ARE USED TO AUTHENTICATE YOUR PURCHASE.

RetailMeNot In-Store Cash Back Rewards. To earn Rewards pursuant to a Rewards Oﬀer for In-Store Cash Back Rewards by submitting a Receipt, you must: (1) Activate the Rewards Oﬀer, if applicable; (2) complete the required purchase via a Qualiﬁed Transaction; (3) submit a valid, readable Receipt through the Promotion Landing Page in accordance with the stated terms; and (4) satisfy any and all other conditions speciﬁed on the Promotion Landing Page or Rewards Oﬀer Card.

If you complete the obligations in Sections 4(b)(i) and 4(b)(ii) and the Reward Offer is still available, the Reward specified for the applicable Reward Offer will be considered an Approved Award.

RetailMeNot Receipt Scanning. You agree to at all times provide accurate and complete information to RetailMeNot. You agree not to: submit a Receipt that is false, inaccurate, fabricated, counterfeited, incomplete, tampered with, adjusted, or otherwise inauthentic for the purpose of seeking to claim a Reward; redeem, or attempt to redeem, a Reward for products that have not actually been purchased, or for products that have been returned; submit or attempt to submit a Receipt that has already been submitted or used by you or another user; or submit Receipts outside of a Promotion Period, or for a purchase that took place prior to or after the launch date of a Rewards Oﬀer.

RetailMeNot may, in its sole discretion, extend or shorten the redemption period for a Rewards Oﬀer.

As between you and RetailMeNot, the determination as to what transactions are Qualifying Transactions shall be made by RetailMeNot in its sole discretion.

Bonus Rewards. From time to time, RetailMeNot may oﬀer a Bonus Reward to certain RetailMeNot members who complete a qualifying activity or who meet certain criteria, as deﬁned in a Rewards Oﬀer Card or Promotion Landing Page, in addition to or in combination with oﬀers for Online Cash Back Rewards or In-Store Cash Back Rewards. For example, RetailMeNot may oﬀer certain Bonus Rewards to new members who earn an Online Cash Back Reward for the ﬁrst time or earn certain Online Cash Back Rewards for the ﬁrst time. In order to earn a Bonus Reward, you must satisfy all criteria set forth for earning the Bonus Reward as well as the requirements of these Promotion Terms during the promotion period for the Bonus Reward. RetailMeNot, in its sole discretion, may adjust the promotion period and/or the bonus amount for Bonus Reward, at any time, without notice. All decisions by RetailMeNot are ﬁnal and binding on you. Bonus Rewards are a limited time oﬀer and all criteria must be satisﬁed within the dates of the Promotion.

Returns, Approvals, and No Ownership. For any Rewards Oﬀer, if you return or exchange the items purchased, complete your purchase before or after the Promotion Period, initiate a purchase that results in a chargeback, or fail to satisfy a Minimum Purchase Amount, or any other conditions speciﬁed on the Promotion Landing Page or Rewards Oﬀer Card, RetailMeNot reserves the right to invalidate or withdraw all or part of the Rewards Oﬀer, or reclaim Reward earnings. The determination of whether or not a purchase qualiﬁes for the Rewards Oﬀer and whether applicable conditions have been satisﬁed is at the sole discretion of RetailMeNot. In the event of a dispute, you may be required to provide your order conﬁrmation as proof of purchase. Order confirmations must be provided within six (6) months from the purchase date to qualify for this review. The timing of when RetailMeNot will issue an Approved Reward will vary based on a number of factors. These factors may include the type of Promotion pursuant to which a Reward is oﬀered and your account activity as a member of RetailMeNot. RetailMeNot reserves the right, in its sole discretion, to determine the order and timing in which to process its conﬁrmation of eligible purchases. Rewards may be limited where participation exceeds the Total Rewards Oﬀers available during Promotion or in other cases, as determined by RetailMeNot in its sole discretion. RetailMeNot also reserves the right, in its sole discretion, to reevaluate Approved Rewards, at any time, without notice, including, but not limited to, whether purchases qualify for the Promotion and whether applicable conditions have been satisﬁed, and RetailMeNot, in its sole discretion, may adjust or withdraw any Rewards Oﬀers or any Approved Rewards (or reclaim Reward earnings), at any time, without notice. All decisions by RetailMeNot are ﬁnal and binding on you.

Participating in a Rewards Oﬀer does not give you ownership or any other legal claim to any Reward unless and until RetailMeNot, in its sole discretion, determines that you have met all eligibility criteria and fulﬁlled all requirements for the Promotion and you have completed the Redemption Process. Rewards Oﬀers are provided solely by RetailMeNot and are not underwritten or funded by any other third party. You may not make any claims for Rewards Oﬀers against Merchants or any other third party. Notwithstanding that Rewards Oﬀers may include oﬀers of cash, prior to redemption, Rewards Oﬀers and Approved Rewards have no monetary value and you may not obtain any money or any other thing of value for any Approved Reward or participation in any Rewards Oﬀer unless and until you complete the Redemption Process and a payment has been issued by RetailMeNot for Approved Rewards.

Wallet and Redeeming Rewards. Approved Rewards will be shown in the RetailMeNot Rewards Wallet. You have no vested rights in Approved Rewards unless and until you complete the Redemption Process. If your RetailMeNot account is terminated by RetailMeNot, as provided in these Promotion Terms or the Terms of Use, or if you elect to close your RetailMeNot account, you will no longer be permitted to access the Rewards Wallet or redeem Approved Rewards shown therein. You may redeem Approved Rewards for cash using PayPal or Venmo.

Redeeming for cash to Paypal or Venmo. In order to redeem Approved Rewards for cash via PayPal or Venmo, you must: (1) have or create a PayPal or Venmo Account that is linked to the phone number or email address, where applicable, that RetailMeNot has on ﬁle for you; (2) navigate to the “My Rewards” section of your account, click “Redeem Rewards”, and then click either “Paypal” or “Venmo”, as applicable; and (3) perform any actions speciﬁed in the RetailMeNot app or website, as modiﬁed from time to time in the sole discretion of RetailMeNot. For example, such actions may include, but are not limited to, authenticating your account by providing a US based cell phone number with SMS capabilities, re-entering a password, and clicking the appropriate link or button. Once you have completed the required steps to redeem Approved Rewards, RetailMeNot will issue a payment to the PayPal or Venmo Account, as applicable, that is linked to the email address, or phone number, as applicable, that you provided RetailMeNot at the time you created your account. An email or text message, where applicable, will be sent to that email address or phone number, where applicable, conﬁrming that the payment has been issued. Generally, redemption of an Approved Reward will result in the issuing of payment within minutes, but in some cases may require a longer time period. RetailMeNot is not responsible for lost or stolen payments or for delivery of payments to the wrong PayPal or Venmo account.

If an account has not been credited with a Qualifying Transaction in the previous 12 months, it may be deemed an Inactive Cash Back Account. Accounts which meet this criteria will be debited a monthly maintenance fee in the amount of the lesser of $2.00 or the current account balance. Maintenance fees will not draw the account balance below $0.00. Maintenance fees will be assessed until the account balance reaches $0.00 or the account becomes an active cash back user again.

Forced Redemptions. You are responsible for ensuring compliance with any limitations or requirements speciﬁed by RetailMeNot from time to time, including, but not limited to, requirements not to redeem Approved Rewards that exceed amounts speciﬁed by RetailMeNot. RetailMeNot reserves the right, in its sole discretion, from time to time, to cause the redemption of Approved Rewards, in whole or in part, and issue payments to the PayPal or Venmo account linked to the email address or phone number that you provided RetailMeNot at the time you created your account, but RetailMeNot undertakes no obligation to do so under any circumstances. You hereby authorize RetailMeNot to perform any such redemptions and issue any such payments to the PayPal or Venmo account linked to the email address or phone number that you provided RetailMeNot at the time you created your account, automatically and without further action by you.

Abuse and Cancellations. RetailMeNot reserves the right to cancel, suspend and/or modify a user’s account, entire Promotion, or any part of it, or the payment of any Rewards amounts at any time without obligation or notice to you, including, without limitation, if any fraud, technical failures, limit of available Rewards, gaming, human error or any other factor impairs the integrity, availability or proper functioning of the Promotion, as determined by RetailMeNot in its sole discretion. Without limiting anything in these Promotion Terms or the Terms of Use, RetailMeNot reserves the right, in its sole discretion, to disqualify, terminate or suspend the participation in any Promotion, or otherwise prevent future participation, of any individual it ﬁnds, or reasonably suspects, to be tampering with the operation of a Promotion (including by submitting or attempting to submit fraudulent or ineligible Receipts) or to be acting in violation of the Promotion Terms or any promotion, or in behaving in an unethical, dishonest, deceptive or disruptive manner. Any attempt by any person to deliberately undermine the legitimate operation of the Promotion may be in violation of criminal and civil law, and, should such an attempt be made, RetailMeNot reserves the right to seek damages from any such person to the fullest extent permitted by law. RetailMeNot shall not be liable to you for any suspension, modiﬁcation or termination of a Rewards Oﬀer, Approved Rewards, or the Promotion program.

Use of any automated means or more than one account is prohibited and will result in disqualiﬁcation. In the event of any dispute as to the qualiﬁcation of potential recipients of a Reward, the authorized account holder of the email address or phone number provided to RetailMeNot at the time the account was created will be deemed the qualiﬁed Reward recipient. The “authorized account holder” is the natural person assigned an email address by an Internet access provider, online service provider or other organization responsible for assigning email addresses for the domain associated with the submitted address. Each potential recipient of Rewards may be required to show proof of being an authorized account holder.

If your account remains inactive for 24 months, RetailMeNot reserves the right to permanently close the Account at which time the cash back rewards will be considered expired and will no longer be eligible for redemption. Before closing the Account, RetailMeNot will attempt to alert you to the fact that your account may be shut down due to inactivity.

Premium Services: Certain Services provided by Ziff Davis require registration and payment (such Services are referred to collectively as the “Premium Services”). You are responsible for paying any and all charges relating to your Premium Services account, including without limitation, periodic subscription fees (the initial fee and automatic renewals). You grant to Ziff Davis’ third party payment processor(s) permission to charge your credit card (or other approved payment mechanism) to pay for all such charges. The Premium Service subscription fee will be billed at the beginning of your subscription and on each annual, quarterly or monthly renewal thereafter, dependent on the original subscription term selected at registration, unless you cancel at least ten (10) days prior to the renewal date pursuant to the process set forth below.

If Ziff Davis does not receive payment from the credit card issuer or its agent, you agree to pay all amounts due upon our demand. Your card issuer agreement governs your use of your designated card in connection with the Premium Services, and you must refer to that agreement and not this Agreement to determine your rights and liabilities as a cardholder. YOU, AND NOT ZIFF DAVIS, ARE RESPONSIBLE FOR PAYING ANY AMOUNTS BILLED TO YOUR CREDIT CARD BY A THIRD PARTY, EVEN IF THEY WERE NOT AUTHORIZED BY YOU.

For Spiceworks and Lead Generation Related Services:

Except as otherwise set forth herein, the Service is made available to you for: (a) your personal use; (b) your internal business use; or (c) if you are a Managed Service Provider (“MSP“), or Value Added Reseller (“VAR”), use in connection with the commercial support of your customers, in compliance with all applicable laws, rules, and regulations. If you want to make any other commercial use of the Service, including but not limited to selling, distributing, or providing access to the Service for payment, you must enter into a separate written agreement with Spiceworks or obtain Spiceworks’ written permission in advance

Access to and use of portions of the Service may require you to open an account (including setting up a Spiceworks ID and password). To register, you must provide a valid email address as a Spiceworks ID. You are entirely responsible for maintaining and promptly updating your registration data to keep it accurate and complete. You are entirely responsible for maintaining the confidentiality of your account information, including your password, and for any and all activity that occurs under your account. You agree to notify Spiceworks immediately of any unauthorized use of your account or password, or any other breach of security. However, you will be responsible for losses incurred by Spiceworks or any other user of the Service due to someone else using your Spiceworks ID, password, or account.

You, not Spiceworks, has sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use of all your data, and Spiceworks is not responsible or liable for the deletion, correction, destruction, damage, loss, or failure to store any of this data. You will not knowingly send or store spam, unlawful, infringing, obscene, or libelous material, or viruses, worms, Trojan horses, and other harmful code.

You may not use anyone else’s Spiceworks ID, password, or account at any time without the express permission and consent of the holder of that Spiceworks ID, password, or account. Spiceworks cannot and will not be liable for any loss or damage arising from your failure to comply with these obligations.

By providing us with your email address, you agree to receive all required notices electronically, to that email address. You agree that any notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any legal communication requirements, including that those communications be in writing.

If you choose to complete a Spiceworks user profile, a project page, or a profile page, you agree to accurately represent yourself, your background and experience, your work history and company affiliation, your certifications and areas of expertise, and any other personal or company information you chose to share. You also agree not to impersonate any person, company, or entity, or falsely state or otherwise misrepresent yourself, your age, or your affiliation with any person, company, or entity.

Please notify us immediately of any compromise or unauthorized use of your account by emailing [email protected]. We also have a Help and Support Center where security bulletins are posted.

You are solely responsible for the photos, profiles, messages, notes, text, information, music, videos, plugins, source code, computer software, and other content that you upload, publish, submit, share, link to, or display (hereinafter, “post“) on or through the Service, or transmit to or share with other Members (collectively the “User Content“). You understand and agree that Spiceworks may, but is not obligated to, review and delete or remove (without notice) any User Content in its sole discretion, including without limitation User Content that in Spiceworks’ sole judgment violates the Agreement or which might be offensive, illegal, or that might violate the rights, harm, or threaten the safety of Members, users, or others. Spiceworks reserves the right to disclose any information or take any action necessary to satisfy any applicable law, regulation, legal process, or governmental request, or to protect the rights, property, or safety of Spiceworks, its users, and the public. You understand and agree that you may be exposed to such matters and that you waive your right to any damages (from any party) related to such exposure. When you post User Content, you shall be subject to any posted guidelines and/or rules applicable to the Spiceworks online community, including, but not limited to, the Spiceworks Community Rules & Guidelines, which may be updated from time to time. Spiceworks does not represent or endorse the accuracy or reliability of any User Content or other material posted on any interactive area or elsewhere on the Services and you acknowledge that any reliance upon such User Content or other material shall be at your sole risk. Any User Content or other material placed on any interactive area by users represents the views of the user posting the statement, and does not represent the views of Spiceworks. You also hereby grant each Member or user a non-exclusive license to access the User Content you post through the Service, and to use, reproduce, distribute, prepare derivative works of, display and perform that content as permitted through the functionality of the Service and the Site and under the Agreement. Notwithstanding the foregoing, to the extent your User Content consists of data inputted by you or your users into the Web-based Offering, the Desktop, or through use of a Tool for the purpose of facilitating your use of the applicable Web-based Offering, the Desktop, or the Tool, the licenses set forth in the preceding two paragraphs are limited to Spiceworks’ use of that data for your benefit (e.g., to make available or support your use of the Web-based Offering, Desktop, or Tool), in aggregated, anonymized, or de-identified form that does not identify you or your company individually and for other uses required by law.

If you download, install, or access the Desktop or Tools, the following provisions apply to you.

License. The Desktop and Tools are licensed, not sold, to you for use only under the terms of the Agreement. Subject to the terms and conditions of and your ongoing compliance with the Agreement, including without limitation payment of the applicable fees (if any), Spiceworks hereby grants you a personal, limited, revocable, non-exclusive, non-transferable license to download, install, and use the Desktop or Tools on equipment or compatible devices owned or controlled by you or your Consenting Users, and in each case solely for your personal, non-commercial use, or, if you are an entity rather than an individual, to allow your employees and contractors to use the Desktop for the sole benefit of you and your Consenting Users, if each of those employees or contractors has agreed to and is bound by the Agreement. “Consenting Users” means individuals who have authorized you to use the Desktop or Tools in connection with and install any related components on equipment or compatible devices that they own or control for the purposes of collecting Collected Data and who have agreed to be bound by the terms of the Agreement.

The scope of the license granted under the preceding paragraph does not include the right to use the Desktop or Tools in connection with, in any manner, the following types of information: (a) payment card information or any information governed under the Payment Card Industry Data Security Standard; (b) “nonpublic personal information” as the term is defined in 15 U.S.C. § 6809 or other information subject to any applicable financial privacy law; (c) protected health information, as the term is defined in 45 C.F.R. 160.103; (d) Social Security numbers; or (e) with regard to the processing of personal data subject to Directive 95/46/EC of the European Parliament and of the Council of 24 October 1995 on the protection of individuals with regard to the processing of personal data and on the free movement of such data, “sensitive” personal data. The foregoing data constitutes “Prohibited Data.”

Automatic Updates. The Desktop or Tools may communicate with Spiceworks’ servers to check for available updates to the software, such as bug fixes, patches, enhanced functions, missing plugins and new versions. During this process, the Desktop or Tools may send Spiceworks a request for the latest version information. By installing the Desktop or Tools, you hereby agree to automatically request and receive updates from Spiceworks’ servers.

Some personal firewall programs may be configured in such a way as to prevent the Desktop or Tools from receiving these updates. If the computer on which you install the Desktop or Tools is so configured, it may be necessary for you to make an exception entry in the configuration of the personal firewall program to allow the Desktop or Tools to successfully install and receive these updates.If you have comments on the Service or ideas on how to improve it, please send email to [email protected].

For IGN Services:

When using IGN Services, you shall be subject to any posted guidelines or rules applicable to such Services, including but not limited to the Comment Culture and Moderation and Community How To’s and FAQ’s policies which can be found under IGN Community Central. All such guidelines or rules are hereby incorporated by reference into these Terms. Ziff Davis currently provides IGN users with access to a variety of Services, including but not limited to, community boards, user pages, wikis, and blogs. Unless explicitly stated otherwise, any new features or services shall be subject to the Agreement. In order to use certain Services, you will be required to register with IGN.

Customer Service. For questions about IGN or the IGN Plus service, please visit the IGN FAQ or contact IGN Support.

Payment Obligation and Credit Card Authorization. You are responsible for paying any and all charges relating to your Premium Services account, including without limitation, periodic subscription fees (the initial fee and automatic renewals). You grant to Ziff Davis’ third party payment processor(s) permission to charge your credit card (or other approved payment mechanism) to pay for all such charges. The Premium Service subscription fee will be billed at the beginning of your subscription and on each annual, quarterly or monthly renewal thereafter, dependent on the original subscription term selected at registration, unless you cancel at least ten (10) days prior to the renewal date pursuant to the process set forth below.

For IGN Plus, payment must be made by Visa, MasterCard, American Express, PayPal or other options as listed on the relevant commerce platform. For the PC Mag Premium Service, payment must be made by Visa, MasterCard, American Express or Discover. If Ziff Davis does not receive payment from the credit card issuer or its agent, you agree to pay all amounts due upon our demand. Your card issuer agreement governs your use of your designated card in connection with the Premium Services, and you must refer to that agreement and not this Agreement to determine your rights and liabilities as a cardholder. YOU, AND NOT ZIFF DAVIS, ARE RESPONSIBLE FOR PAYING ANY AMOUNTS BILLED TO YOUR CREDIT CARD BY A THIRD PARTY, EVEN IF THEY WERE NOT AUTHORIZED BY YOU.

Renewal and Cancellation of Your Subscription. You grant to Ziff Davis’ third party payment processor(s) permission to automatically renew your subscription and charge your account up to seven (7) days prior to the day on which your subscription is scheduled to end. You acknowledge and agree that the authorization to charge your credit card or other payment mechanism for the Premium Services shall automatically transfer to any successors or assigns of the Premium Services for substantially similar services at the same property. You may not assign or transfer your subscription to any other person or entity. You must be at least 18 years old (or have the permission of a credit card holder who is) to subscribe for Premium Services.

Cancellation of IGN Plus. For the IGN Plus, you may “opt out” of this automatic renewal by visiting your Account Settings or the IGN Support. All fees, charges and sales are final. Once charged to your credit card, the payments are nonrefundable, except in cases of demonstrated fraud, which will be determined at Ziff Davis’ sole discretion. You acknowledge that canceling your subscription for any reason will not immediately terminate access to the IGN Plus and Ziff Davis will not refund the remaining portion of your subscription. Your subscription will remain open until the paid period expires.

Trial Memberships. Ziff Davis may occasionally offer promotional trial memberships to IGN Plus at special discounted prices. If you sign up for a trial membership, you will be automatically renewed at the normal subscription rate for IGN Plus at the end of the trial period, unless you cancel at least twenty-four (24) hours before the end of the trial. You must cancel prior to the end of your trial to avoid charges to your credit card. We will continue to bill your credit card for the IGN Plus at the standard IGN Plus rate and renewal term thereafter, dependent on the original subscription term selected at registration, until you cancel. For information about canceling your IGN Plus subscription, visit the IGN Support Center.

ZIFF DAVIS RESERVES THE RIGHT, AT ANY TIME, TO CHANGE ITS FEES AND/OR BILLING METHODS, INCLUDING THE ADDITION OF SUPPLEMENTAL FEES OR SEPARATE CHARGES FOR CONTENT, OR SERVICES PROVIDED BY ZIFF DAVIS, EFFECTIVE THIRTY (30) DAYS AFTER AN ONLINE POSTING ON THE APPLICABLE ZIFF DAVIS SERVICES. ZIFF DAVIS MAY ADDITIONALLY PROVIDE NOTICE OF BILLING CHANGES VIA EMAIL. YOUR CONTINUED USE OF THE PREMIUM SERVICES FOLLOWING THE EFFECTIVE DATE OF A CHANGE TO SUCH FEES AND BILLING METHODS SHALL CONSTITUTE YOUR ACCEPTANCE OF SUCH CHANGE. ZIFF DAVIS IS NOT RESPONSIBLE FOR ANY FAILURE TO CANCEL YOUR SUBSCRIPTION EITHER IN WRITING BY EMAIL OR LETTER OR THROUGH THE WEBSITE. YOU AGREE AND ACKNOWLEDGE THAT ZIFF DAVIS SHALL NOT BE RESPONSIBLE FOR ANY ADJUSTMENTS, REFUNDS OR ACCOUNT OVERSIGHTS THAT YOU HAVE NOT SUBMITTED TO US AS DESCRIBED IN THESE TERMS WITHIN 60 DAYS OF SUCH OCCURRENCE OR LACK THEREOF.

Termination of Your Subscription. You acknowledge that Ziff Davis, in its sole discretion, may terminate your user ID, password, account (or any part thereof) or use of the Premium Services for a variety of reasons, including, without limitation, if Ziff Davis believes that you have violated or acted inconsistently with the letter or spirit of the Agreement. Ziff Davis may also, in its sole discretion, at any time discontinue providing the Premium Services, or any part thereof, with or without notice. You agree that any termination of your access to the Premium Services under any provision of the Agreement may be effected without prior notice, and acknowledge and agree that Ziff Davis may immediately deactivate or delete your account and/or bar any further access to the Premium Services. If your account is terminated by Ziff Davis, it will not be automatically renewed and access will be terminated, without refund. Further, you agree that Ziff Davis shall not be liable to you or any third-party for termination of your access to the Premium Services. YOU AGREE AND ACKNOWLEDGE THAT ZIFF DAVIS SHALL NOT BE RESPONSIBLE FOR ANY ADJUSTMENTS, REFUNDS OR ACCOUNT OVERSIGHTS PAST SIXTY (60) DAYS OF SUCH OCCURRENCE.

Subscriber Information. You agree to provide and maintain true, accurate, current and complete information about yourself as prompted by the Premium Services registration process. You must promptly inform Ziff Davis of any of the following: changes in the expiration date of any credit card used in connection with the Premium Services; changes in home or billing address; and apparent breaches of security, such as loss, theft, or unauthorized disclosure or use of an ID or password. You agree to notify Ziff Davis immediately upon learning of any potential breach of your Premium Services account.

Use Restrictions. The material and content on the Premium Services is for the private, non-commercial enjoyment of Premium Services Members only. Any other use is strictly prohibited. Ziff Davis spends a great deal of time and money to obtain the information appearing on our sites. You agree that you will not intentionally or unintentionally copy, publish, or in any way make available publicly any news, pictures, interviews, features, or any other information, content or materials from the Premium Services, without express written permission from Ziff Davis. You agree that if you do so, Ziff Davis reserves the right to cancel your subscription to the Premium Services immediately without refund. Additionally, reuse of copyrighted information (including but not limited to pictures, interviews, features, videos, audio, etc.) will be prosecuted to the fullest extent of the law.

2. Your Use of Content

You acknowledge that the Services contain information, software, articles, reviews, content, photographs, audio and video clips, graphics, links, logos, trademarks, the “look and feel” of our websites, applications and software and other material (collectively, the “Content”) protected by copyright, trademark and/or other proprietary rights of Ziff Davis or third parties. All Content on the Services is protected by applicable copyright laws. You agree to comply with all copyright laws and any copyright notices, information, or restrictions contained in any Content available on or accessed through the Services. Users of the Services may use the Content only for their personal, noncommercial use. Businesses, organizations or other legal entities may not become Members, and are not permitted to use the Services for any purpose, including but not limited to collecting usernames and/or email addresses of Members by electronic or other means for the purpose of sending unsolicited email and unauthorized framing of, or linking to, the Services or users on the Services. Please refer to our Linking Policy for more information on linking and use of Content.

Except as expressly permitted, you may not (i) modify, publish, transmit, reproduce, create derivative works from, distribute, perform, display, adapt, aggregate, sell, transfer or in any way exploit any of the Content, code or Material (defined below), in whole or in part, (ii) use any robot, spider, site search and/or retrieval application, or other device to crawl, scrape, database scrape, screen scrape, harvest, gather, extract, retrieve or index any portion of the Services, or (iii) use any text, code, image, audio, video, or other content from any portion of the Services (a) for data set creation, analysis, or manipulation (including activities sometimes called “data mining,” “text and data mining,” or “TDM”) and/or (b) in connection with the development or operation of any software program, including but not limited to any artificial intelligence or machine learning model, software, or process (such as training, fine-tuning, embedding, and the like), either directly or indirectly, including through a third party (including use of a third-party dataset created in any part by prohibited means). Content consisting of downloadable or web-based software may not be reverse engineered unless specifically authorized by the owner of the software’s patent and/or copyright. You also agree not to circumvent, disable or otherwise interfere with any security related features of the Services or the Content, including features that prevent or restrict use or copying, or that enforce limitations on use.

You may not probe, scan, or test the vulnerability of the Service or any network connected to the Service, nor breach the security or authentication measures of the Service or any network connected to the Service. You may not reverse look-up, trace, or seek to trace any information on any other user of or visitor to the Service, or any other customer, including any account not owned by you, to its source, or exploit the Service or any service or information made available or offered by or through the Service, in any way where the purpose is to reveal any information, including but not limited to personal identification or information, other than your own information, as provided for by the Service. You agree not to use any device, software, or routine to interfere or attempt to interfere with the proper working of the Service or any transaction being conducted on the Service, or with any other person’s use of the Service. You may not forge headers or otherwise manipulate identifiers in order to disguise the origin of any message or transmittal you send to us on or through the Service or any service offered on or through the Service. You may not pretend that you are, or that you represent, someone else, or impersonate any other individual or entity. You may not use the Service or any Content for any purpose that is unlawful or prohibited by these Terms of Use, to solicit the performance of any illegal activity, or for other activity that infringes our rights or others.

You may only post on the Services content owned by you (such as your original statements or video clips), content for which you have received express written permission from the owner and content in the public domain (collectively, the “Material”). You assume all risk and responsibility for determining whether any Material is in the public domain. You hereby grant, transfer and assign to Ziff Davis and its affiliates, successors, assigns and licensees (collectively, “Licensee”) a fully-paid, royalty-free, irrevocable, perpetual, worldwide right and license to publish, distribute, reproduce, transmit, use, translate, display, perform, modify, revise, create derivative works of and archive the Material, in any form or media now known or hereafter developed (including without limitation in print, magnetic or electronic form), including, but not limited to, as part of the Services or in support of the Services through advertising or marketing, on any number of occasions in any form, and to sublicense third parties (including other users of the Services) to do any of the foregoing with further right of sublicense (the “License”), without credit, payment or compensation to you and without seeking further permission from you. You represent and warrant that you are authorized to grant all rights set forth in the preceding sentence and that the exercise by Licensee of Licensee’s rights under the License shall not violate any laws, defame or libel any person, invade any person’s right of privacy or publicity or otherwise violate, misappropriate or infringe the rights of any person (including but not limited to any copyright or moral right). You agree that you are solely responsible for the Material that you post on the Services or transmit to others and agree that you will not hold Company responsible or liable for any materials or content you access or receive from other users of the Services.

You may download, copy and make any personal, non-commercial use of the Content and use that is expressly permitted by the United States Copyright Act of 1976, as amended (“Copyright Act”) and not prohibited by any section of the Copyright Act or by any other applicable law, rule or regulation; provided, however, that you maintain all copyright and other notices contained in such Content; and provided further that you shall not store electronically any significant portion of any Content.

To the extent that you provide us with any suggestions, feedback or other information relating to our business or the Services (including, but not limited to, suggested new products or services or improvements to existing products and services), such information is provided to us on a non-confidential and unrestricted basis, and you hereby grant to the Licensee (as defined above) a non-exclusive, worldwide, perpetual, royalty-free, fully transferrable and sublicensable right and license to reproduce, display, distribute, use and fully exploit such suggestions, feedback and information. For questions regarding use of Content please email [email protected].

3. Rules of Conduct

Ziff Davis has the right, but not the obligation, to investigate any illegal and/or unauthorized use of the Services and appropriate legal action may be taken, including without limitation, civil, and injunctive relief. While utilizing the Services, you may not:

Use the Services for any commercial purpose, to distribute any advertising or solicitation of funds or goods and services, or to solicit users to join competitive online services;
Post on the Services any links to any external Internet sites that are obscene or pornographic, or display pornographic or sexually explicit material of any kind as determined by Ziff Davis;
Post or transmit through the Services any Material that violates or infringes another person’s intellectual property rights (including, but not limited to, third party music, videos, photos or other materials where you do not have written authority from the owner to post or transmit such materials);
Post or transmit any Material that contains any advertising, promotional materials, “junk mail”, “spam”, “chain letters”, “pyramid schemes” or any other form of solicitation as determined by Ziff Davis;
Reformat, frame or mirror any portion of any web page that is part of the Service;
Post Material containing restricted or password only access pages, or hidden pages or images (those not linked to or from another accessible page);
Submit any Material that impersonates a person or entity, falsely implies sponsorship or endorsement of that Material by the Services, Ziff Davis and/or any third party, falsify or delete any author attributions in any Material, or promote any information that you know is false or misleading;
Transmit any viruses, worms, defects, Trojan horses or other items of a contaminating or destructive nature through the Services or otherwise attempt to interfere with the proper working of the Service or the use and enjoyment of the Services by other users;
Promote an illegal or unauthorized copy of another person’s copyrighted work, such as providing pirated computer programs or videos or links to them, providing information to circumvent manufacture-installed copy-protect devices, or providing pirated music or links to pirated music files;
Submit Material, or engage in any activity, that is libelous, defamatory, obscene, pornographic, abusive, harassing, threatening, unlawful, or violates the rights of any third party (including their rights of privacy or publicity) or that promotes or encourages illegal activity, racism, bigotry, hatred, physical harm or discrimination of any kind against any group or individual; or
Harvest or collect email addresses or other contact information of other users by electronic or other means.

The above is not a complete list of illegal and/or prohibited uses of the Service.

Use of the Services is subject to existing laws and legal processes. Nothing contained in the Agreement shall limit our right to comply with governmental, court, and law-enforcement requests or requirements relating to your use of the Services.

4. Managing Content

Despite our rights outlined herein, you shall remain solely responsible for all Material you post. Ziff Davis has no obligation to evaluate, pre-screen and/or monitor the Material you post, however Ziff Davis reserves the right to edit or remove any Content or Material on the Services, in whole or in part, and to disclose any information or take any action necessary to satisfy any applicable law, regulation, legal process or governmental request or to protect the rights, property or safety of Ziff Davis, its users and the public. You understand and agree that you may be exposed to such matters and that you further waive your right to any damages (from any party) related to such exposure.

Ziff Davis has the right, but not the obligation, to take any of the following actions in our sole discretion at any time and for any reason without giving you any prior notice:

Restrict, suspend, or terminate your access to all or any part of our Services;
Change, suspend, or discontinue all or any part of our Services;
Refuse, move, edit or remove any Material for any reason;
Refuse, move, edit or remove any Content that is available on the Services;
Deactivate or delete your account(s) and all related information and files in your account(s);
Disclose your identity or other information about you to any third party who claims that Material posted by you violates their legal rights, including, but not limited to, their intellectual property rights or their rights of privacy or publicity;
Disclose your identity or other information about you to law enforcement officials upon request if Ziff Davis determines in its sole discretion that such disclosure is in the interest of protecting its users or the public;
Establish general practices and limits concerning use of our sites and Services.

You agree that Ziff Davis will not be liable to you or any third party for taking any of these actions. You understand and agree that our Services may include communications such as advertisements, service announcements and administrative messages from us or from our partners, and that these are considered part of the Services.

5. Endorsement

ZIFF DAVIS MAY RECEIVE A COMMISSION, FEE AND/OR OTHER COMPENSATION ON SOME CLICKS OR PURCHASES MADE ON, THROUGH OR LINKED FROM THE SERVICES.

THIS MEANS ZIFF DAVIS MAY RECEIVE SOME FORM OF COMPENSATION THROUGH AN ARRANGEMENT IT HAS WITH A THIRD PARTY IF YOU (i) CLICK ON CERTAIN ADS OR LINKS ON OUR WEBSITES, EMAILS OR NEWSLETTERS, OR (ii) PURCHASE A PRODUCT OR SERVICE AFTER CLICKING A LINK.

Ziff Davis does not represent or endorse the accuracy or reliability of any Content or other material posted on any interactive area or elsewhere on the Services and you acknowledge that any reliance upon such Content or other material shall be at your sole risk. Any Content or other material placed on any interactive area by users represents the views of the user posting the statement, and does not represent the views of Ziff Davis.

The Services may contain links to sites on the Internet which are owned and operated by third parties (the “External Site(s)”). You acknowledge that Ziff Davis is not responsible for the availability of, or the content located on or through, any External Site, and that your use of such External Sites may be subject to a third party’s terms and conditions and/or privacy policy. Any third-party content or a link to a third-party site is not an endorsement of that content or third-party site. You should contact the site administrator or webmaster for those External Sites if you have any concerns regarding such links or the content located on such External Sites.

Typically, we do not directly sell, resell, or license any of the products or the services that we review, list, or advertise on our sites, and we disclaim any responsibility for or liability related to them. Your correspondence or related activities with third parties, including payment transactions and goods-delivery transactions, are solely between you and that third party. All product and deal information such as discount, price and availability are believed to be accurate as of the time of publication and are subject to change. Please verify these details with the merchant site and check the merchant’s terms and conditions before you buy. You agree that we will not be responsible or liable for any loss or damage of any sort incurred as the result of any of your transactions with third parties. Any questions, complaints, or claims related to any product or service should be directed to the appropriate vendor. However, in the event we do sell, resell, or license products or services, any terms and conditions related to your purchase or license of such products and services from us or any affiliates will be accessible on the applicable site page.

Please note that we may allow certain manufacturers to license, use and/or reprint a Ziff Davis trademark, logo, or a review in whole or in part, in its own marketing materials and advertisements in exchange for a license fee.

6. Indemnification

You agree to indemnify, defend and hold Ziff Davis and its affiliates, and their respective officers, directors, owners, agents, information providers and licensors (collectively, the “Ziff Davis Parties”) harmless from and against any and all claims, liability, losses, damages, costs and expenses (including attorneys’ fees) incurred by any Ziff Davis Party in connection with:

Your use of, or connection to, our Services;
Any use or alleged use of your accounts or your passwords by any person, whether or not authorized by you;
The content, the quality, or the performance of Material that you submit;
Your violation of the Agreement or our privacy policies;
Your violation of the rights of any other person or entity; or
Your violation of any applicable laws, rules or regulations.

Ziff Davis reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, and in such case, you agree to cooperate with Ziff Davis’ defense of such claim. You may not settle any claim covered by this indemnification provision without our prior written approval.

7. Termination of Service

Ziff Davis reserves the right, in its sole discretion, to restrict, suspend or terminate your access to all or any part of the Services, including the discussion areas, at any time for any reason without prior notice or liability. Conversely, you may terminate your access to the Services at any time by immediately ceasing use of the Services. If you would like to delete a particular account on the Services, please review the What Can I Do to Control My Information? section of the applicable business privacy policy and use the contact instructions for the particular property where you with to delete your account. Once your access terminates, you will have no right to use the Services. The terms of the Agreement shall survive any termination of your access. Ziff Davis may change, suspend or discontinue all or any aspect of the Services at any time, including the availability of any feature, database, or Content (including the discussion areas), without prior notice or liability.

8. Copyright Policy

You may not post, distribute, perform, display, transmit or reproduce in any way any copyrighted material, trademarks, or other proprietary information without obtaining the prior written consent of the owner of such proprietary rights. Ziff Davis has registered a designated agent with the Copyright Office pursuant to 17 U.S.C. §512(c).

If you believe that your work has been copied and posted on the Services in a way that constitutes copyright or trademark infringement, please notify the designated agent, Ziff Davis, LLC at 114 5th Avenue 15th Floor New York, New York 10011, Attn: Legal Department fax: (212) 503-5136, or by email: [email protected] and insert “Terms of Use” in the subject line.

A notification of claimed infringement must include the following:

(a) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or trademark interest;

(b) a description of the copyrighted work(s) or trademark(s) that you claim has been infringed;

(c) a description of where the material that you claim is infringing is located on the Services (including any additional identifying information such as URLs and post numbers to assist us in identifying the allegedly infringing material);

(d) your address, telephone number, and email address;

(e) a written statement by you that you have a good faith belief that the disputed use is not authorized by the copyright or trademark owner, its agent, or the law; and

(f) a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright or trademark owner or authorized to act on the copyright or trademark owner’s behalf.

If materials you have posted on the Services have been removed due to alleged infringement of a third party’s intellectual property rights, Ziff Davis will notify you. If you believe your materials have been wrongly removed, you may file a counter-notification containing the following:

(a) an electronic or physical signature of the person authorized to act on your behalf;

(b) a description of the material that has been removed or to which access has been disabled and where the material was located online before it was removed or access to it was disabled;

(c) a written statement by you that under penalty of perjury, that you have a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material to be removed or disabled; and

(d) your address, telephone number, and email address; and

(e) a statement that you consent to the jurisdiction of federal district court for the judicial district in which the address is located, or if your address is outside of the United States, for any judicial district in which the service provider may be found, and that you will accept service of process from the person who provided notification under DMCA 512 subsection (c)(1)(c) or an agent of such person.

Upon Ziff Davis’ receipt of such counter-notice, Ziff Davis will provide the complainant with your contact information so that you have the ability to resolve the issue. Please note that when we forward the counter-notification, it includes your personal information. If you are concerned about protecting your anonymity, please consult with an attorney about other options. If the matter has been resolved or the complainant does not seek a court order within the statutory time period, we generally will re-post the material.

Ziff Davis reserves the right to remove any materials or content alleged to be infringing without prior notice, at Ziff Davis’ sole discretion, and without liability to you.

In appropriate circumstances, Ziff Davis will also terminate your account if you are determined to be a repeat infringer.

Any person who knowingly misrepresents that material is infringing or that material was removed or disabled by mistake or misidentification may be subject to liability.

9. Disclaimer of Warranties; Limitation of Liability

The Services and the Content are distributed on an “as is, as available” basis. None of Ziff Davis, third party vendors or content providers or their respective agents makes any warranties of any kind, either express or implied, including, without limitation, warranties of title or implied warranties of merchantability or fitness for a particular purpose, with respect to the Services, any Content or any products or services sold through the Services. Neither Ziff Davis nor any third party content provider warrants that any files available for downloading through the Services will be free of viruses or similar contamination or destructive features. Neither Ziff Davis nor any third party content provider warrants that any of the goods or services linked to or advertised in the Services comply with data protection or other relevant legislation and Ziff Davis accepts no liability whatsoever for any claim arising from such goods or services.

You expressly agree that the entire risk as to the quality and performance of the Services and the accuracy or completeness of the Content is assumed solely by you and Ziff Davis cannot guarantee the continued availability of any particular component of the Services. You specifically acknowledge that Ziff Davis is not responsible or liable for any unauthorized access to or alteration of your materials, data or other transmissions entered into through the Services or for any threatening, defamatory, obscene, offensive or illegal Content or for conduct of any other party or for any infringement of another’s rights.

ZIFF DAVIS SPECIFICALLY DISCLAIMS ANY LIABILITY, WHETHER BASED IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE. ZIFF DAVIS, ANY THIRD PARTY CONTENT PROVIDER AND THEIR RESPECTIVE AGENTS SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE USE OF OR INABILITY TO USE THE SERVICES, INCLUDING, WITHOUT LIMITATION, LOSS OR CORRUPTION OF INFORMATION OR DATA, LOSS OF BUSINESS OR LOST PROFITS, LOSS OF REPUTATION OR GOODWILL, ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE SERVICES, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IF, NOTWITHSTANDING THE OTHER PROVISIONS OF THIS AGREEMENT, ZIFF DAVIS IS FOUND TO BE LIABLE TO YOU FOR ANY DAMAGE OR LOSS WHICH ARISES OUT OF OR IS ANY WAY CONNECTED TO YOUR USE OF THE SERVICES, LIABILITY OF ZIFF DAVIS SHALL IN NO EVENT EXCEED THE GREATER OF (I) THE TOTAL OF ANY SUBSCRIPTION OR SIMILAR FEES WITH RESPECT TO ANY SERVICE OR FEATURE OF THE SERVICES PAID IN THE SIX MONTHS PRIOR TO THE DATE OF THE INITIAL CLAIM MADE AGAINST ZIFF DAVIS, OR (II) ONE HUNDRED U.S. DOLLARS ($100.00).

IN THE EVENT THAT YOU HAVE A DISPUTE WITH ANOTHER USER RELATED TO, ARISING FROM, OR IN ANY WAY CONNECTED WITH YOUR USE OF THE SERVICES, YOU RELEASE ZIFF DAVIS FROM ANY CLAIMS, DEMANDS, AND DAMAGES OF EVERY KIND AND NATURE ARISING OUT OF OR IN ANY WAY CONNECTED WITH SUCH A DISPUTE, AND AGREE TO HOLD ZIFF DAVIS HARMLESS IN CONNECTION WITH ANY SUCH DISPUTE.

Some jurisdictions do not allow exclusion of implied warranties or certain limitations of liability, including for incidental or consequential damages, punitive or exemplary damages, bodily or moral (reputational) damages, gross negligence, death or personal injury caused by negligence, personal injury or loss of or damage to property caused by defective products, fraud and/or fraudulent misrepresentation, or recklessness, so the above limitations or exclusions may not apply to you. In such jurisdictions, the liability of Ziff Davis, third party content providers and their respective agents shall be limited to the greatest extent permitted by applicable law.

10. Member Disputes

You are solely responsible for your interactions with other Members of the Services. Ziff Davis reserves the right, but has no obligation, to monitor disputes between you and other Members and to take action (e.g., account deletion or removal of content posted by a user) if Ziff Davis determines that there has been a violation of the Agreement or if such action is otherwise necessary or desirable, in its sole discretion.

11. International Use

We make no claims that any Material, Services or any Content is appropriate or may be downloaded outside of the United States or outside the country where such Material, Services or any Content was produced. Access to the Material, Services or any Content may not be legal in certain countries or for certain persons. If you access any Material, Services or Content from outside of the United States, you do so at your own risk and are responsible for compliance with the laws of your jurisdiction. You agree to comply with: (i) all local rules regarding user conduct on the Internet and acceptable content; and (ii) all applicable laws regarding the downloading and/or transmission of technical data and other material from or to the United States and the country in which you are located.

12. No Submission of Unsolicited Ideas

Ziff Davis does not accept unsolicited ideas of any kind, including ideas for: advertising; promotions; new products, technologies, processes, or materials; marketing plans; or product names. Please do not send us any such ideas or materials relating to such ideas. This is to avoid any potential misunderstanding or dispute should our products or marketing strategies seem similar to unsolicited ideas submitted to us. If, despite this request, you do send us any unsolicited ideas or materials, we make no assurances that such ideas or materials will be treated as confidential or proprietary.

13. Binding Arbitration

In the unlikely event that you’re not satisfied with customer service’s solution, and you and Ziff Davis are unable to resolve a dispute through the Informal Dispute Resolution Procedures below, we each agree to resolve the dispute through binding arbitration or small claims court instead of in courts of general jurisdiction.

Arbitration is more informal than a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge or jury, allows for more limited discovery than in court, and is subject to very limited review by courts. Unless expressly limited by this arbitration provision, arbitrators can award the same damages and relief that a court can award. Any arbitration under this Agreement will take place on an individual basis; class arbitrations and class actions are not permitted. In arbitration you may be entitled to recover attorneys’ fees from us to the same extent as you would be in court.

ARBITRATION AGREEMENT

(1) Claims Subject to Arbitration: To the fullest extent permitted by applicable law, Ziff Davis and you agree to arbitrate all disputes and claims between us, except for claims arising from bodily injury or that pertain to enforcing, protecting, or the validity of your or our intellectual property rights (or the intellectual property rights of any of our licensors, affiliates and partners). This Arbitration Agreement is intended to be broadly interpreted. It includes, but is not limited to:

claims arising out of or relating to any aspect of the relationship between us, whether based in contract, tort, fraud, misrepresentation or any other statutory or common-law legal theory;

claims that arose before this or any prior Agreement (including, but not limited to, claims relating to advertising);

claims for mental or emotional distress or injury not arising out of physical bodily injury;

claims that are currently the subject of purported class action litigation in which you are not a current member of a certified class; and

claims that may arise after the termination of this Agreement.

References to “Ziff Davis,” “you,” “we” and “us” in this Arbitration Agreement include our respective predecessors in interest, successors, and assigns, as well as our respective past, present, and future parents, subsidiaries and affiliates (including Ziff Davis, Inc., Ziff Davis, LLC, Everyday Health, Inc., Everyday Health Media, LLC, and their affiliates); those entities and our respective agents, employees, licensees, licensors, and providers of content as of the time your or our claim arises; and all authorized or unauthorized users or beneficiaries of Services under this or prior Agreements between us. Notwithstanding the foregoing, either party may elect to have claims heard in small claims court seeking only individualized relief, so long as the action is not removed or appealed to a court of general jurisdiction. This Arbitration Agreement does not preclude you from bringing issues to the attention of federal, state, or local agencies. You agree that, by entering into this Agreement, you and we are each waiving the right to participate in a class action and to a trial by jury to the fullest extent permitted by applicable law. This Agreement evidences a transaction in interstate commerce, and thus the Federal Arbitration Act (9 U.S.C. §§ 1-16) governs the interpretation and enforcement of this arbitration provision. This Arbitration Agreement shall survive termination of this Agreement.

(2) Mandatory Pre-Arbitration Notice and Informal Dispute Resolution Procedures: You and we agree that good-faith, informal efforts to resolve disputes often can result in a prompt, cost-effective and mutually beneficial outcome. Therefore, a party who intends to initiate arbitration or file a claim in small claims court must first send to the other a written Notice of Dispute (“Notice”). A Notice from you to Ziff Davis must be emailed to [email protected] (“Notice Address”).

Any Notice must include (i) the claimant’s name, address, and email address; (ii) a description of the nature and basis of the claim or dispute; (iii) if you are submitting the Notice, any relevant facts regarding your use of the Sites, including whether you have created an account with or receive any newsletters associated with any of the Sites; (iv) a description of the nature and basis of the specific relief sought, including the damages sought, if any, and a detailed calculation for them; and (v) a personally signed statement from the claimant (and not their counsel) verifying the accuracy of the contents of the Notice. The Notice must be individualized, meaning it can concern only your dispute and no other person’s dispute.

After receipt of a completed Notice, the parties shall engage in a good faith effort to resolve the dispute for a period of 60 days (which can be extended by agreement). You and we agree that, after receipt of the completed Notice, the recipient may request an individualized video settlement conference (which can be held after the 60-day period) and both parties will personally attend (with counsel, if represented). If you are unable to participate in the settlement conference by video, you may attend telephonically upon showing of good cause or extraordinary circumstances warranting telephonic participation (e.g., inability to afford equipment or sufficient Wi-Fi due to indigent circumstances). You and we agree that the parties (and counsel, if represented) shall work cooperatively to schedule the conference at the earliest mutually convenient time and to seek to reach a resolution. If we and you do not reach an agreement to resolve the issues identified in the Notice within 60 days after the completed Notice is received (or a longer time if agreed to by the parties), you or we may commence an arbitration proceeding or a small claims court proceeding (if permitted by small claims court rules).

Compliance with this Mandatory Pre-Arbitration Notice and Informal Dispute Resolution Procedures section is a condition precedent to initiating arbitration. Any applicable limitations period (including statute of limitations) and any filing fee deadlines shall be tolled while the parties engage in the informal dispute resolution procedures set forth in this Section 13(2). All of the Mandatory Pre-Arbitration Notice and Informal Dispute Resolution Procedures are essential so that you and Ziff Davis have a meaningful opportunity to resolve disputes informally. If any aspect of these requirements has not been met, a court of competent jurisdiction may enjoin the filing or prosecution of an arbitration. In addition, unless prohibited by law, the arbitration administrator may not accept, administer, assess, or demand fees in connection with an arbitration that has been initiated without completion of the Mandatory Pre-Arbitration Notice and Informal Dispute Resolution Procedures. If the arbitration is already pending, it shall be administratively closed. Nothing in this paragraph limits the right of a party to seek damages for non-compliance with these Procedures in arbitration.

(3) Arbitration Procedure: The arbitration will be governed by applicable rules of National Arbitration & Mediation (“NAM”) (including the Comprehensive Dispute Resolution Rules and Procedures and/or the Supplemental Rules for Mass Arbitration Filings, as applicable) (“NAM Rules”), as modified by this Arbitration Agreement, and will be administered by NAM. (If NAM is unavailable or unwilling to do so, another arbitration provider shall be selected by the parties that will do so, or if the parties are unable to agree on an alternative administrator, by the court pursuant to 9 U.S.C. §5.) The NAM Rules are available online at www.namadr.com or by requesting them in writing at the Notice Address. You may obtain a form to initiate arbitration at: https://www.namadr.com/content/uploads/2020/09/Comprehensive-Demand-for-Arb-revised-9.18.19.pdf or by contacting NAM.

We and you agree that the party initiating arbitration must submit a certification that they have complied with and completed the Mandatory Pre-Arbitration Notice and Informal Dispute Resolution Procedures requirements referenced in Section 13(2) and that they are a party to the Arbitration Agreement enclosed with or attached to the demand for arbitration. The demand for arbitration and certification must be personally signed by the party initiating arbitration (and their counsel, if represented).

All issues are for the arbitrator to decide, except as otherwise expressly provided herein. The arbitrator may consider but shall not be bound by rulings in other arbitrations involving different customers.

Unless we and you agree otherwise, or the applicable NAM Rules dictate otherwise, any arbitration hearings will take place in the county (or parish) of your billing address and you and a Ziff Davis representative will be required to attend in person. At the conclusion of the arbitration proceeding, the arbitrator shall issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the award is based. The arbitrator’s decision is binding only between you and Ziff Davis and will not have any preclusive effect in another arbitration or proceeding that involves a different party. An arbitrator’s award that has been fully satisfied shall not be entered in any court.

As in court, you and Ziff Davis agree that any counsel representing a party in arbitration certifies when initiating and proceeding in arbitration that they are complying with the requirements of Federal Rule of Civil Procedure 11(b), including certification that the claim or relief sought is neither frivolous nor brought for an improper purpose.

The arbitrator is authorized to impose any sanctions under the NAM Rules, Federal Rule of Civil Procedure 11, or applicable federal or state law, against all appropriately represented parties and counsel.

Except as expressly provided in the Arbitration Agreement, the arbitrator may grant any remedy, relief, or outcome that the parties could have received in court, including awards of attorneys’ fees and costs, in accordance with applicable law. Unless otherwise provided by applicable law, the parties shall bear their own attorneys’ fees and costs in arbitration unless the arbitrator awards sanctions or finds that either the substance of the claim, the defense, or the relief sought is frivolous or brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11 (b)).

(4) Arbitration Fees: The payment of arbitration fees (the fees imposed by the arbitration administrator including filing, arbitrator, and hearing fees) will be governed by the applicable NAM Rules, unless you qualify for a fee waiver under applicable law. If after exhausting any potentially available fee waivers, the arbitrator finds that the arbitration fees will be prohibitive for you as compared to litigation, we will pay as much of your filing, arbitrator, and hearing fees in the arbitration as the arbitrator deems necessary to prevent the arbitration from being cost-prohibitive, regardless of the outcome of the arbitration, unless the arbitrator determines that your claim(s) were frivolous or brought for an improper purpose or asserted in bad faith. You and we agree that arbitration should be cost-effective for all parties and that any party may engage with NAM to address the reduction or deferral of fees.

(5) Confidentiality: Upon either party’s request, the arbitrator will issue an order requiring that confidential information of either party disclosed during the arbitration (whether in documents or orally) may not be used or disclosed except in connection with the arbitration or a proceeding to enforce the arbitration award and that any permitted court filing of confidential information must be done under seal to the furthest extent permitted by law.

(6) Offer of Settlement: In any arbitration between you and Ziff Davis, the defending party may, but is not obligated to, make a written settlement offer at any time before the evidentiary hearing or, if a dispositive motion is permitted, prior to the dispositive motion being granted. The amount or terms of any settlement offer may not be disclosed to the arbitrator until after the arbitrator issues an award on the claim. If the award is issued in the other party’s favor and is less than the defending party’s settlement offer or if the award is in the defending party’s favor, the other party must pay the defending party’s costs incurred after the offer was made, including any attorney’s fees. If any applicable statute or case law prohibits the shifting of costs incurred in the arbitration, then the offer in this provision shall serve to cease the accumulation of any costs to which the party bringing the claim may be entitled for the cause of action under which it is suing.

(7) Requirement of Individualized Relief: The arbitrator may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party’s individual claim. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOU AND WE AGREE THAT EACH PARTY MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR OUR INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, REPRESENTATIVE, OR PRIVATE ATTORNEY GENERAL PROCEEDING. Further, unless both you and we agree otherwise, the arbitrator may not consolidate more than one person’s claims and may not otherwise preside over any form of a representative, class, or private attorney general proceeding. If, after exhaustion of all appeals, any of these prohibitions on non-individualized declaratory or injunctive relief; class, representative, and private attorney general claims; and consolidation are found to be unenforceable with respect to a particular claim or with respect to a particular request for relief (such as a request for injunctive relief sought with respect to a particular claim), then the parties agree such a claim or request for relief shall be decided by a court of competent jurisdiction, after all other arbitrable claims and requests for relief are arbitrated. You agree that any arbitrations between you and Ziff Davis will be subject to this Section 13 and not to any prior arbitration agreement you had with Ziff Davis, and, notwithstanding any provision in this Agreement to the contrary, you agree that this Section 13 amends any prior arbitration agreement you had with Ziff Davis, including with respect to claims that arose before this or any prior arbitration agreement.

(8) Opt Out of Future Changes: Notwithstanding any provision to the contrary, if Ziff Davis makes any future change to this Arbitration Agreement (other than a change to the Notice Address), you may reject any such change by sending Ziff Davis an email to [email protected] within 30 days of the posting of the amended arbitration agreement that provides: (i) your full legal name, (ii) your complete mailing address, (iii) your phone number, (iv) if applicable, the username or email address associated with any potential account or newsletter; (v) the relevant Site; and (vi) the approximate date of your initial use of the relevant Site. Such an opt-out email must be sent by you personally, and not by your agent, attorney, or anyone else purporting to act on your behalf. It must include a statement, personally signed by you, that you wish to reject the change to the Arbitration Agreement. This is not an opt out of arbitration altogether.

(9) Mass Filing: If, at any time, 25 or more claimants (including you) submit Notices or seek to file demands for arbitration raising similar claims against the other party or related parties by the same or coordinated counsel or entities, consistent with the definition and criteria of Mass Filings (“Mass Filing”) set forth in NAM’s Mass Filing Supplemental Dispute Resolution Rules and Procedures (“NAM’s Mass Filing Rules,” available at https://www.namadr.com/resources/rules-fees-forms/), you and we agree that the additional procedures set forth below shall apply. The parties agree that throughout this process, their counsel shall meet and confer to discuss modifications to these procedures based on the particular needs of the Mass Filing. The parties acknowledge and agree that by electing to participate in a Mass Filing, the adjudication of their dispute might be delayed. Any applicable limitations period (including statute of limitations) and any filing fee deadlines shall be tolled beginning when the Mandatory Pre-Arbitration Notice and Informal Dispute Resolution Procedures are initiated, so long as the pre-arbitration Notice complies with the requirements in Section 13(2), until your claim is selected to proceed as part of a staged process or is settled, withdrawn, otherwise resolved, or opted out of arbitration.

Stage One: Counsel for the claimants and counsel for Ziff Davis shall each select 25 claims per side (50 claims total) to be filed and to proceed in individual arbitrations as part of a staged process. Each of these individual arbitrations shall be assigned to a different, single arbitrator unless the parties agree otherwise in writing. Any remaining claims shall not be filed or be deemed filed in arbitration, nor shall any arbitration fees be assessed in connection with those claims unless and until they are selected to be filed in individual arbitration proceedings as part of a staged process. After this initial set of staged proceedings is completed, the parties shall promptly engage in a global mediation session of all remaining claims with a retired federal or state court judge and Ziff Davis shall pay the mediator’s fee.

Stage Two: If the remaining claims are not resolved at this time, counsel for the claimants and counsel for Ziff Davis shall each select 50 claims per side (100 claims total) to be filed and to proceed in individual arbitrations as part of a second staged process, subject to any procedural changes the parties agreed to in writing. Each of these individual arbitrations shall be assigned to a different, single arbitrator unless the parties agree otherwise in writing. Any remaining claims shall not be filed or be deemed filed in arbitration, nor shall any arbitration fees be assessed in connection with those claims unless and until they are selected to be filed in individual arbitration proceedings as part of a staged process. After this second set of staged proceedings is completed, the parties shall promptly engage in a global mediation session of all remaining claims with a retired federal or state court judge and Ziff Davis shall pay the mediator’s fee.

Stage Three: If the remaining claims are not resolved at this time, counsel for the claimants and counsel for Ziff Davis shall each select 100 claims per side (200 claims total) to be filed and to proceed in individual arbitrations as part of a third staged process, subject to any procedural changes the parties agreed to in writing. Any remaining claims shall not be filed or be deemed filed in arbitration, nor shall any arbitration fees be assessed in connection with those claims unless and until they are selected to be filed in individual arbitration proceedings as part of a staged process. Following this third set of staged proceedings, counsel for claimants may elect to have the parties participate in a global mediation session of all remaining claims with a retired federal or state court judge.

Stage Four: If your claim is not resolved at this time, then you agree that your claim will be resolved as part of continuing, staged individual arbitration proceedings as set forth below. Assuming the number of remaining claims exceeds 100, then 100 claims shall be randomly selected (or selected through a process agreed to by counsel for the parties) to be filed and to proceed in individual arbitrations as part of a staged process. If the number of remaining claims is fewer than 100, then all of those claims shall be filed and proceed in individual arbitrations. Any remaining claims shall not be filed or be deemed filed in arbitration, nor shall any arbitration fees be assessed in connection with those claims unless and until they are selected to be filed in individual arbitration proceedings as part of a staged process. After each set of 100 claims are adjudicated, settled, withdrawn, or otherwise resolved, this process shall repeat consistent with these parameters. Counsel for the parties are encouraged to meet and confer, participate in mediation, and engage with each other and with NAM (including through a Procedural Arbitrator) to explore ways to streamline the adjudication of claims, increase the number of claims to proceed at any given time, promote efficiencies, conserve resources, and resolve the remaining claims.

A court of competent jurisdiction shall have the authority to enforce these Mass Filing provisions and, if necessary, to enjoin the mass filing, prosecution, or administration of arbitrations and the assessment of arbitration fees. If these additional procedures apply to your claim, and a court of competent jurisdiction determines that they are not enforceable as to your claim, then your claim shall proceed in a court of competent jurisdiction consistent with this Agreement.

You and Ziff Davis agree that we each value the integrity and efficiency of arbitration and wish to employ the process for the fair resolution of genuine and sincere disputes between us. You and Ziff Davis acknowledge and agree to act in good faith to ensure the processes set forth herein are followed. The parties further agree that application of these Mass Filing procedures have been reasonably designed to result in an efficient and fair adjudication of such cases.
(10) Severability: If any portion of this Arbitration Agreement is found to be void, invalid, or otherwise unenforceable, then that portion shall be deemed to be severable and, if possible, superseded by a valid, enforceable provision, or portion thereof, that matches the intent of the original provision, or portion thereof, as closely as possible. The remainder of this Arbitration Agreement shall continue to be enforceable and valid according to the terms contained herein.

14. CLASS ACTION AND JURY TRIAL WAIVER

You and Ziff Davis agree that, to the fullest extent permitted by law, each party may bring claims (whether in court or in arbitration) against the other only in an individual capacity, and not participate as a plaintiff, claimant, or class member in any class, collective, consolidated, private attorney general, or representative proceeding. This means that you and Ziff Davis may not bring a claim on behalf of a class or group and may not bring a claim on behalf of any other person unless doing so as a parent, guardian, or ward of a minor or in another similar capacity for an individual who cannot otherwise bring their own individual claim. This also means that you and Ziff Davis may not participate in any class, collective, consolidated, private attorney general, or representative proceeding brought by any third party. Notwithstanding the foregoing, you or Ziff Davis may participate in a class-wide settlement. To the fullest extent permitted by law, you and Ziff Davis waive any right to a jury trial.

15. Limitation Period for Claims

You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of our sites or the Agreement must be filed within one (1) year after such claim or cause of action arose or be forever barred.

16. Miscellaneous

We may be required by international, state or federal law to notify you of certain events. You hereby acknowledge and consent that such notices will be effective upon our posting them on our sites or delivering them to you through e-mail. Subject to the arbitration provision above and for all purposes of this Agreement, this Agreement shall be construed in accordance with the laws of the State of New York, without reference to principles of choice of law. You and Ziff Davis each irrevocably consent to the personal jurisdiction of the federal or state courts located in New York, New York, the Borough of Manhattan (the “Courts”) with respect to any action, suit or proceeding arising out of or related to this Agreement or to the Services (including without limitation any Content) and waive any objection to venue in any of the Courts for such an action, suit or proceeding (whether based on forum non conveniens or otherwise); additionally, you agree that you will not bring any such action, suit or proceeding in any court other than the Courts.

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof, and supersedes all previous written or oral agreements between the parties with respect to such subject matter. If any inconsistency exists between the terms of this Agreement and any additional terms and conditions posted on the Services, such terms shall be interpreted as to eliminate any inconsistency, if possible, and otherwise, the additional terms and conditions shall control. If any provision of this Agreement is held invalid, illegal or unenforceable in any respect, (i) such provision shall be interpreted in such a manner as to preserve, to the maximum extent possible, the intent of the parties, (ii) the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby, and (iii) such decision shall not affect the validity, legality or enforceability of such provision under other circumstances. Ziff Davis’ failure to enforce any term of this Agreement shall not constitute a waiver of that provision. No waiver shall be binding unless in writing and signed by Ziff Davis, and such waiver shall not be construed as Ziff Davis’ waiver of any other or subsequent breach.

17. New Jersey Residents

If, and to the extent that New Jersey law applies, with respect to residents of New Jersey, the terms in Sections 6 (insofar as any claims may arise from, or relate to, consumer protection or fraud and/or misrepresentation, or result in attorney’s fees), 9 and 14 do not limit any rights you may have as a consumer under New Jersey law and are intended to be only as broad and inclusive as permitted by the laws of the state of your residence. Subject to the foregoing, Ziff Davis, third party content providers, and their respective agents reserve all rights, defenses, and permissible limitations under New Jersey law. Nothing in this Section shall modify the binding arbitration clause and waiver for class action and jury trial in Section 13.

18. Australia Residents

Nothing in these Terms (including in Sections 6, 9 and 15) limits, excludes or modifies any rights you may have under any law, including under the Australian Consumer Law (the “ACL”) and consumer guarantees under the ACL, which may not be limited, excluded or modified by agreement (including where such exclusion, restriction or modification would be illegal or void under such law).

19. Privacy Policy

The applicable privacy policy will be made available on the property from which you accessed these Terms. Such privacy policy is incorporated by reference into these Terms.

QUESTIONS?Please contact [email protected] and insert “Terms of Use” in the subject line if you have any questions or comments about the Agreement, or to report user conduct violating the Agreement.