USER AGREEMENT

Introduction

This User Agreement and the documents incorporated by reference herein (the "Agreement") is a legal agreement between you and PriceWired.com owned by Cerulean LLC ("PriceWired", "we" or "us"), governing your use of pricewired.com. PriceWired.com provides comparison shopping of products sold and/or distributed by retailers, merchants or partners ("third party sellers"). By using pricewired.com you agree to be bound by and hereby become a party to all the terms of this Agreement. If you do not agree with the terms and conditions in this Agreement, please do not access PriceWired.

We may amend this Agreement at any time with notice to you, if you are a registered user or by posting updated terms on our website. Our right to amend the Agreement includes the right to modify, add to, or remove terms in this Agreement. Any such amendment shall take effect when such amendment is update. By continuing to access or use PriceWired after any such amendment, you agree to be bound by the terms of the amended Agreement.

Content

PriceWired provides information regarding products, and links to third party sellers who are selling the listed products. PriceWired is paid commission by some third party sellers to list their products on PriceWired. You acknowledge that PriceWired does not sell, resell or license any products listed nor are we acting as an agent of sale. We are merely making it easier for you to find products you are interested in. You acknowledge that PriceWired disclaims any responsibility for or liability related to such products. You agree to direct any questions, complaints or claims about third party sellers (for example, about their products, customer service or delivery) to the appropriate company.

Consumer reviews and ratings on the PriceWired, where available are from either our members who have elected to post a review on our website or from the third party sellers themselves. As such, these reviews and ratings are intended to be informative for those wishing to use them, but they do not guarantee any level of performance by us, or a third party seller.

You may not copy, reproduce, modify or create derivative works from, distribute, sell the content appearing on the PriceWired without the prior express written permission of PriceWired or the appropriate third party sellers, as applicable.

Use of our website and data

You agree that you will not use any robot, spider, scraper, or other automated means to access our sites for any purpose without our express written permission.

Additionally, you agree that you will not:

• take any action that imposes or may impose (to be determined in our sole discretion) an unreasonable or disproportionately large burden on our infrastructure;
• interfere or attempt to interfere with the proper working of our sites, services, or tools, or any activities conducted on or with our sites, services, or tools; or
• bypass our robot exclusion headers or other measures we may use to prevent or restrict access to our sites.

Privacy Policy

We do not sell or rent your personal information obtained from your use of PriceWired to third parties for their marketing purposes without your explicit consent. If you choose to provide us with personal information, you consent to the transfer and storage of that information on our servers in the United States and elsewhere in the world where PriceWired maintains servers protected by physical as well as technological security devices. You can access and modify the information you provide us and choose not to receive certain communications by signing into your account. If you object to your information being transferred or used in this way please do not use our services. Personal information collected by our third party seller, if any, is subject to the privacy policy of that company which collects the information. We recommend reviewing the privacy policies of the third party sellers you interact and transact with before providing them with your information.

Cookie Policy

We use Cookies to recognize you as a customer; customize our Services, content, and advertising; measure promotional effectiveness; help ensure that your account security is not compromised; mitigate risk and prevent fraud; and to promote trust and safety across our sites and services.

Termination

You may cancel your account at any time by logging into PriceWired. We may cancel your account or otherwise refuse service to you at any time for any reason.

Indemnity

By choosing to use PriceWired, you agree to indemnify, hold harmless and defend PriceWired, our third party sellers and subsidiaries and our and their respective successors and permitted assigns, officers, directors, employees, agents, and partners of each against any and all present or future, actual or contingent, direct or third party claims, counterclaims, suits, demands, actions and causes of action and any and all resulting losses (including actual and consequential losses), costs, damages, setoffs, liens, attachments, debts, expenses, judgments, or other liabilities of whatever kind or nature as they are incurred (including but not limited to cost of defense, settlement, mediation or appeal and reasonable legal fees) arising from or in connection with (A) your use of PriceWired; (B) your violation of this Agreement or any of the applicable agreements or policies posted on PriceWired; or (C) your violation of any law or the rights of another.

Release

If you have a dispute with one or more third party sellers of the PriceWired, you release us (and our third party sellers and subsidiaries, and our and their respective officers, directors, employees, and agents) from claims, demands, liabilities, costs or expenses and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes. In entering into this release you expressly waive any protections (whether statutory or otherwise) to the extent permitted by applicable law, that would otherwise limit the coverage of this release to include only those claims which you may know or suspect to exist in your favor at the time of agreeing to this release.

Disclaimer of Warranties; Limitation of Liability.

We try to keep PriceWired sites, services, applications, and tools safe, secure, and functioning properly. You acknowledge that we cannot guarantee the continuous operation of or access to our sites, services, applications, or tools. You further acknowledge that operation of and access to our sites, services, applications, or tools may be interfered with as a result of technical issues or numerous factors outside of our control. You agree that you are making use of our sites, services, applications, and tools at your own risk, and that they are being provided to you on an "AS IS” and "AS AVAILABLE” basis. Accordingly, to the extent permitted by applicable law, we exclude all express or implied warranties, terms and conditions including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, and non-infringement.

PriceWired does not warrant that product descriptions, pricing, editorial commentary or any other content on the PriceWired, regardless of its source, is accurate, complete, reliable, current or error-free. The content is provided for informational purposes only and does not constitute an endorsement by PriceWired of any product or third party seller. PriceWired assumes no liability for inaccuracy or incompleteness in its search results, editorial content, user ratings (e.g., user merchant rating or user product rating) or other content.

PriceWired may contain links to third party websites or resources. You acknowledge and agree that we are not responsible or liable for: (A) the availability or accuracy of such websites or resources; or (B) the content, products or services on or available from such websites or resources. Links to such websites or resources do not imply any endorsement of such websites or resources or the content, products or services available from such websites or resources. You acknowledge sole responsibility for and assume all risk arising from your use of any such websites or resources. Your correspondence with or participation in promotions of third party sellers or advertisers, including payment and delivery of related goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and such third party. You agree not to hold PriceWired liable for any loss or damage of any sort incurred as the result of any such dealings or as the result of the presence of such third party sellers or advertisers on the PriceWired. In addition, PriceWired does not endorse, warrant or guarantee the products or services of any third party sellers, lender or brokers and any of their loan, payment or other programs.

IN ADDITION, TO THE EXTENT PERMITTED BY APPLICABLE LAW, WE WILL NOT BE LIABLE TO YOU FOR ANY INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES, ANY LOST PROFITS, DATA, GOODWILL OR REPUTATION, OR ANY OTHER INTANGIBLE LOSSES, WHETHER FORESEEABLE OR NOT AND WHETHER OR NOT YOU HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LIABILITY, ARISING OUT OF THIS AGREEMENT OR YOUR USE OF ANY SERVICES OFFERED BY PRICEWIRED. NOTWITHSTANDING ANYTHING ELSE IN THIS PARAGRAPH, OUR LIABILITY ARISING OUT OF THIS AGREEMENT SHALL NOT EXCEED THE GREATER OF (A) THE TOTAL AMOUNTS PAID BY YOU TO US FOR THE SERVICES DESCRIBED HEREIN DURING THE PRECEDING TWELVE (12) MONTHS OR (B) $1000.

SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OF WARRANTIES OR EXCLUSION OF DAMAGES, SO SUCH DISCLAIMERS AND EXCLUSIONS MAY NOT APPLY TO YOU.

Legal Disputes

You and PriceWired agree that any claim or dispute at law or equity that has arisen or may arise between us relating in any way to or arising out of this Agreement or your use of or access to the PriceWired will be resolved in accordance with the provisions set forth in this Section (Legal Disputes (United States)). Please read this carefully. It affects your rights and will have a substantial impact on how claims you and we have against each other are resolved.

1. Applicable Law
   You agree that the laws of the State of Georgia, without regard to principles of conflict of laws, will govern this Agreement and any claim or dispute that has arisen or may arise between you and PriceWired, except as otherwise stated in this Agreement.
2. Agreement to Arbitrate
   You and PriceWired each agree that any and all disputes or claims that have arisen or may arise between you and PriceWired relating in any way to or arising out of this Agreement or your use of or access to the PriceWired.com shall be resolved exclusively through final and binding arbitration, rather than in court, except that you may assert claims in small claims court, if your claims qualify. The Federal Arbitration Act governs the interpretation and enforcement of this Agreement to Arbitrate.
   
   
   1. Prohibition of Class and Representative Actions and Non-Individualized Relief
      YOU AND PRICEWIRED AGREE THAT EACH OF US MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION OR PROCEEDING. UNLESS BOTH YOU AND PRICEWIRED AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN MORE THAN ONE PERSON’S OR PARTY’S CLAIMS, AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CONSOLIDATED, REPRESENTATIVE, OR CLASS PROCEEDING. ALSO, THE ARBITRATOR MAY AWARD RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF NECESSITATED BY THAT PARTY’S INDIVIDUAL CLAIM(S). ANY RELIEF AWARDED CANNOT AFFECT OTHER PRICEWIRED USERS.
   2. Arbitration Procedures
      Arbitration is less formal than a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge or jury, and court review of an arbitration award is very limited. However, an arbitrator can award the same damages and relief on an individual basis that a court can award to an individual. An arbitrator must also follow the terms of this Agreement in the same manner as a court would.
      
      The arbitrator, and not any federal, state, or local court or agency, shall have exclusive authority to resolve any dispute or claim arising out of or relating to the interpretation, applicability, enforceability or formation of this Agreement to Arbitrate, any part of it, or of this Agreement, including, but not limited to, any claim that all or any part of the Agreement to Arbitrate or this Agreement is void or voidable.
   3. Costs of Arbitration
      Payment of all filing, administration and arbitrator fees will be governed by the AAA’s rules, unless otherwise stated in this Agreement to Arbitrate. If the value of the relief sought is $1,000 or less, at your request, PriceWired will pay all filing, administration, and arbitrator fees associated with the arbitration. Any request for payment of fees by PriceWired should be submitted by mail to the AAA along with your Demand for Arbitration and PriceWired will make arrangements to pay all necessary fees directly to the AAA. In the event the arbitrator determines the claim(s) you assert in the arbitration to be frivolous, you agree to reimburse PriceWired for all fees associated with the arbitration paid by PriceWired on your behalf, which you otherwise would be obligated to pay under the AAA’s rules.
   4. Severability
      With the exception of any of the provisions in Section I of this Agreement to Arbitrate (Prohibition of Class and Representative Actions and Non-Individualized Relief), if an arbitrator or court decides that any part of this Agreement to Arbitrate is invalid or unenforceable, the other parts of this Agreement to Arbitrate shall still apply. If an arbitrator or court decides that any of the provisions in Section I of this Agreement to Arbitrate (Prohibition of Class and Representative Actions and Non-Individualized Relief) is invalid or unenforceable, then the entirety of this Agreement to Arbitrate shall be null and void. The remainder of this Agreement and this section (Legal Disputes) will continue to apply.
   5. Opt-Out Procedure
      You can choose to reject this Agreement to Arbitrate ("opt-out”) by emailing us a written opt-out notice ("Opt-Out Notice”). The Opt-Out Notice must be postmarked no later than thirty (30) days after the date you accept this Agreement for the first time. You must email the Opt-Out Notice to support@pricewired.com with subject : "Arbitration Agreement Opt-out".
      
      The Opt-Out Notice must state that you do not agree to this Agreement to Arbitrate and must include your name, address (including street address, city, state and zip code), phone number and the user ID(s) and email address(es) associated with the PriceWired account(s) to which the opt-out applies. You may also request for other alternative ways to opt-out of the Agreement to Arbitrate by writing the the same email id provided above. If you opt-out of the Agreement to Arbitrate, all other parts of this Agreement and this Section (Legal Disputes (United States)) will continue to apply to you. Opting out of this Agreement to Arbitrate has no effect on any previous, other, or future arbitration agreements that you may have with us.
   6. Future Changes to the Agreement to Arbitrate
      Notwithstanding any provision in this Agreement to the contrary, you and we agree that if we make any change to this Agreement to Arbitrate (other than a change to any notice address or website link provided herein) in the future, that change shall not apply to any claim that was filed in a legal proceeding against PriceWired prior to the effective date of the change. The change shall apply to all other disputes or claims governed by the Agreement to Arbitrate that have arisen or may arise between you and PriceWired. We will notify you of changes to this Agreement to Arbitrate by posting the amended terms on the PriceWired.com at least thirty (30) days before the effective date of the changes and by providing notice to your email on file for your account (where applicable). If you do not agree to these amended terms, you may close your account within the thirty (30) day period and you will not be bound by the amended terms.
      
      Moreover, if we seek to terminate the Agreement to Arbitrate as included in this Agreement, any such termination shall not be effective until thirty (30) days after the version of this Agreement not containing the Agreement to Arbitrate is posted to PriceWired.com, and shall not be effective as to any claim that was filed in a legal proceeding against PriceWired prior to the effective date of termination.

Survival

The following Sections survive any termination of this Agreement: Termination, Release, Content, Disclaimer of Warranties, Limitation of Liability, Indemnity, and Legal Disputes.

Assignment

You agree that this Agreement and all agreements and information incorporated herein may be assigned, transferred or novated by PriceWired, in its sole discretion, to a third party without notice to you. You may not assign, transfer or novate your obligations to another entity. Any attempt by you to make such an assignment, transfer or novation shall be void.

General

This Agreement does not create any agency, partnership, joint venture, employment or franchise relationship. Our performance under this Agreement shall be excused for any problem due to a factor beyond our control. Unless otherwise stated herein, if any provision of this Agreement is held invalid or unenforceable by a court of competent jurisdiction, the remaining provisions of the Agreement will remain in full force and effect, and the provision affected will be construed so as to be enforceable to the maximum extent permissible by law. Our failure to act in a particular circumstance does not waive our right to act with respect to that or other circumstances. Any waiver of any provision of this Agreement will be effective only if in writing and signed by PriceWired. We do not guarantee we will take action against all breaches of this Agreement. Unless stated otherwise in this Agreement, nothing in this Agreement is intended to confer benefits, rights or remedies unto any person or entity other than the parties hereto and their permitted successors and assigns. Subject headings in this Agreement are for reference purposes only and do not limit the scope or extent of such Section.

If you are a California resident, in accordance with Cal. Civ. Code §1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them in writing at 400 R Street, Sacramento, California 95814, or by telephone at (800) 952-5210.