CouponCabin Sidekick End User License Agreement

This End User License Agreement (this "EULA") is a binding agreement between you ("End User" or "you") and CouponCabin LLC ("Company"). This EULA governs your use of the CouponCabin Sidekick software (the "Software") provided as a browser extension or application intended to work with the web browser installed on your computer. The term "Software" includes any updates, upgrades, bug fixes, patches and other modifications made, or new features added, from time to time to such software. This EULA is located at https://www.couponcabin.com/benefits/sidekick/eula/.

THE SOFTWARE IS LICENSED, NOT SOLD, TO YOU. PLEASE READ THIS EULA CAREFULLY. BY DOWNLOADING AND INSTALLING THE SOFTWARE YOU ACCEPT THIS EULA AND AGREE THAT YOU ARE LEGALLY BOUND BY ITS TERMS. IF YOU DO NOT AGREE TO THESE TERMS, DO NOT DOWNLOAD, INSTALL OR USE THE SOFTWARE.

  1. License Grant. Subject to the terms of this EULA (as it may be amended by the Company from time to time), the Company grants you a limited, non-exclusive and nontransferable license to download, install and use the Software for your personal, non-commercial use on a personal computer owned or otherwise controlled by you, strictly in accordance with the terms and conditions of this EULA.

  2. License Restrictions. You shall not, and shall not attempt to or authorize any third party to:

    1. reverse engineer, disassemble, decompile, decode or otherwise attempt to derive or gain access to the source code of the Software or any part thereof;
    2. modify, translate, adapt or otherwise create derivative works or improvements, whether or not patentable, of the Software;
    3. rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer or otherwise make available the Software or any features or functionality of the Software, to any third party for any reason, including by making the Software available on a network where it is capable of being accessed by more than one device at any time;
    4. use the Software in an automated manner (including coordinated use with other users of the Software) or in any way to transmit, directly or indirectly, any unsolicited bulk communications;
    5. attempt to, or authorize any third party to, disable or circumvent the intended operation of the Software or disclose any such method or means to any third party;
    6. remove, delete, alter or obscure any trademarks or any copyright, trademark, patent or other intellectual property or proprietary rights notices from the Software, including any copy thereof; or
    7. use the Software in any unlawful manner, for any unlawful purpose or in any manner inconsistent with this EULA, including use of the Software to engage in any fraud or abuse or similar conduct relating to the fraudulent or improper accrual, generation or receipt of cash back in the CouponCabin Cash Back Savings Program.

  3. Use of the Software.

    1. The Software is intended solely for bona-fide personal online shopping activities. If the Company suspects or determines, in its sole and exclusive discretion, that you have violated the terms of this EULA, have acted in bad faith, or otherwise engaged in any conduct that corrupts, affects or undermines the legitimate operation of CouponCabin or the CouponCabin Cash Back Savings Program, or that in any way has the effect of manipulating or unfairly affecting the accrual, generation or receipt of cash back, the Company has the right terminate the licenses granted in this EULA and your right to use the Software at any time, and to void any and all of the cash back amounts credited to you that may have been earned in violation of this EULA using or relating to your use of the Software. You acknowledge that the foregoing restrictions and penalties are reasonable and that they form an essential part of the bargain between you and the Company.
    2. The Software is part of the Services offered by the Company and is subject to and governed by the CouponCabin Terms and Conditions agreement, which is hereby incorporated into this EULA by reference and made an integral part hereof. By downloading and using the Software you acknowledge and agree that you have read, understand and agree to such Terms and Conditions.
    3. The Software is intended to enable you to search for and apply coupons, discounts and offers in your online shopping. The Software attempts to find and provide you with publicly available discounts, coupons and offers, including cash back through the CouponCabin Cash Back savings program, or other rewards offers (such discounts, coupons, offers or rewards collectively referred to here as “Savings”). Although the Software attempts to validate all Savings before identifying them to you, the Software is not infallible and may identify Savings that have expired, have eligibility requirements that you may not satisfy, or that are otherwise invalid or inapplicable. The Software may also fail to locate or successfully identify any Savings available to you under the specific circumstances of your shopping. The Company disclaims any responsibility for any missed, misidentified, invalid or inapplicable discounts, rewards or other Savings opportunities.
    4. The Savings suggested and/or applied by the Software may not be as favorable as other Savings that may be available to you under your circumstances. Some situations and reasons why more favorable Savings may not be successfully identified or applied using the Software include, but are not limited to, the following:
      1. The online merchant or retailer may make technical changes or updates to its website that cause the Software to fail to properly communicate with or function with such website. In these cases, the Software may fail to identify or apply available Savings due to technical errors or issues. In some cases the Software may appear to be functioning properly even though there are problems caused by technical changes to the online merchant or retailer’s website.
      2. Due to technical limitations of the process through which suggested Savings is determined, the Software may identify and suggest Savings without fully testing every possible discount, coupon or offer.
      3. There may be Savings that the Software is prevented from suggesting or applying due to restrictions set by the online merchant or retailer.
      4. The Software will suggest or apply only Savings that are in the CouponCabin.com database. If certain Savings, for any reason whatsoever, are not part of that database, the Software will be unable to suggest or apply such Savings.
      5. The Software may be programmed to suggest or apply Savings from only a limited set of, and not all, online merchants or retailers.
      6. The online merchant or retailer does not permit Savings to be applied by the Software and blocks or removes the Savings before checkout.
      7. In order to function efficiently for the user, the Software must cut short its normal processes due to slowness or problems in the technical interaction between the Software and the online merchant or retailer website.

  4. CouponCabin Cash Back Savings Program.

    1. All aspects of the CouponCabin Cash Back Savings Program, including but not limited to earning cash back rewards in connection with transactions conducted using the Software, are subject to the CouponCabin Terms and Conditions agreement. Such Terms and Conditions govern any earning of, payments of and restrictions and limitations on, cash back that you may be eligible to receive through valid use of the Software. As set forth fully in the Terms and Conditions, transactions may be subject to restrictions, exclusions or special terms applied by the particular Participating Merchant, which shall not be displayed on the Software due to technical limitations.

    2. As set forth in more detail in the Terms and Conditions, use of coupon codes or other discounts may void or prevent the earning of cash back rewards. In the event the Software identifies or applies Savings in a transaction, your use of such Savings may void or prevent you from earning cash back rewards on the same transaction.

  5. Reservation of Rights. You acknowledge and agree that the Software is provided under license, and not sold, to you. You do not acquire any ownership interest in the Software under this EULA, or any other rights thereto other than to use the Software in accordance with the license granted, and subject to all terms, conditions and restrictions, under this EULA. The Company reserves and shall retain its entire rights, title and interest in and to the Software, including all copyrights, trademarks and other intellectual property rights therein or relating thereto, except as expressly granted to you in this EULA.

  6. Updates. The Company has the right to and may from time to time in its sole discretion develop and provide Software updates, which may include upgrades, bug fixes, patches and other error corrections and/or new features (collectively, including related documentation, "Updates"). Updates may occur at any time and may also modify or delete in their entirety certain features and functionality. When installed on your computer, the Software periodically communicates with our servers, and such Updates may occur automatically. All Updates will be deemed part of the Software and be subject to all terms and conditions of this EULA. The Software is provided for and intended to work with certain web browsers and operating systems. You agree that the Company has no obligation (i) to provide any Updates (ii) to continue to provide or enable any particular features or functionality or (iii) to provide versions of the Software to work with any particular web browser or operating system or any earlier or outdated version of a particular web browser or operating system.

  7. Third Party Materials and Display.

    1. The Software may display, include or make available third-party content or provide links to third-party websites or services, including through third-party advertising ("Third Party Materials"). You acknowledge and agree that the Company is not responsible for Third Party Materials, including their accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality or any other aspect thereof. The Company does not assume and will not have any liability or responsibility to you or any other person or entity for any Third Party Materials. Third Party Materials and links thereto are provided solely as a convenience to you and you access and use them at entirely at your own risk and subject to such third parties' terms and conditions.

    2. The Software may display an overlay of html code onto certain pages that you are viewing, to provide information relating to discounts, offers, coupon codes and the CouponCabin Cash Back Savings Program. The appearance of such information on such pages, including the Company’s logo, next to particular links, listings, third-party websites or search results is informational only and does not constitute or imply any endorsement, sponsorship or recommendation of, or association between, the Company and any other website or entity listed in such search results or between the Company and the search engine itself. Such overlay is viewed only by the End User and is in no way administered by the search engine.

  8. Term and Termination. This EULA will continue in effect until terminated by you or the Company. You may terminate this EULA by deleting the Software and all copies thereof in your possession. The Company may terminate this EULA at any time without notice if the Company suspects or determines, in its sole and exclusive discretion, that you have violated the terms of this EULA, have acted in bad faith, or otherwise engaged in any conduct that corrupts, affects or undermines the legitimate operation of the CouponCabin Cash Back Savings Program, or that in any way has the effect of manipulating or unfairly affecting the accrual, generation or receipt of cash back. In such case, the Company has the right to void any and all of the cash back amounts credited to you that may have been earned in violation of this EULA using or relating to your use of the Software, as well as any cash back amounts earned following such termination. In addition, the Company may terminate this EULA at any time without notice if it ceases to support the Software, which the Company may do in its sole discretion. Upon termination, all rights granted to you under this EULA will also terminate, and you must cease all use of the Software and delete all copies of the Software. Provisions of this EULA relating to disclaimers of warranties, limitation of liability, indemnification, damages and the Company’s intellectual property or other proprietary rights shall survive any such termination. Termination will not limit any of the Company’s rights or remedies at law or in equity.

  9. Dispute Resolution. You agree that the provisions of Section 16 of the Terms and Conditions agreement regarding dispute resolution, which include a binding arbitration clause and class action waiver, shall apply to and govern any disputes, claims or controversies between you and the Company arising out of or relating to this EULA, the Terms and Conditions agreement (in each case including the interpretation, making, performance, breach or termination thereof) or any use of the Company’s services.

  10. Disclaimer of Warranties. THE SOFTWARE IS PROVIDED TO YOU "AS IS" AND WITH ALL FAULTS AND DEFECTS WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE COMPANY, ON ITS OWN BEHALF AND ON BEHALF OF ITS AFFILIATES, EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, WITH RESPECT TO THE APPLICATION, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, AND WARRANTIES THAT MAY ARISE OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OR TRADE PRACTICE. WITHOUT LIMITATION TO THE FOREGOING, THE COMPANY PROVIDES NO WARRANTY OR UNDERTAKING, AND MAKES NO REPRESENTATION OF ANY KIND THAT THE APPLICATION WILL MEET YOUR REQUIREMENTS, ACHIEVE ANY INTENDED RESULTS, BE COMPATIBLE OR WORK WITH ANY OTHER SOFTWARE, APPLICATIONS, SYSTEMS OR SERVICES, OPERATE WITHOUT INTERRUPTION, MEET ANY PERFORMANCE OR RELIABILITY STANDARDS OR BE ERROR FREE OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED. WITHOUT LIMITING THE FOREGOING, SUCH ERRORS, DEFECTS OR FAILURES MAY OCCUR IN, BUT ARE NOT LIMITED TO, THE SOFTWARE'S ABILITY TO ACCURATELY DISPLAY DISCOUNTS, OFFERS, COUPON CODES AND CASH BACK PERCENTAGES AND TO ACCURATELY INDICATE ELIGIBLE CASH BACK TRANSACTIONS. YOU UNDERSTAND AND AGREE THAT YOUR DOWNLOAD OR USE OF THE SOFTWARE IS AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGES TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OR USE OF THE SOFTWARE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF OR LIMITATIONS ON IMPLIED WARRANTIES OR THE LIMITATIONS ON THE APPLICABLE STATUTORY RIGHTS OF A CONSUMER, SO SOME OR ALL OF THE ABOVE EXCLUSIONS AND LIMITATIONS MAY NOT APPLY TO YOU. THIS DISCLAIMER OF WARRANTY CONSTITUTES AN ESSENTIAL PART OF THIS AGREEMENT.

  11. Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL THE COMPANY OR ITS AFFILIATES HAVE ANY LIABILITY ARISING FROM OR RELATED TO YOUR USE OF OR INABILITY TO USE THE SOFTWARE OR THE CONTENT AND SERVICES FOR (A) PERSONAL INJURY, PROPERTY DAMAGE, LOST PROFITS, COST OF SUBSTITUTE GOODS OR SERVICES, LOSS OF DATA, LOSS OF GOODWILL, BUSINESS INTERRUPTION, COMPUTER FAILURE OR MALFUNCTION OR ANY OTHER CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL OR PUNITIVE DAMAGES OR (B) DIRECT DAMAGES IN AMOUNTS THAT IN THE AGGREGATE EXCEED THE AMOUNT ACTUALLY PAID BY YOU FOR THE SOFTWARE. RECOVERY OF DAMAGES UP TO SUCH AMOUNT SHALL BE YOUR SOLE AND EXCLUSIVE REMEDY. THE FOREGOING LIMITATIONS WILL APPLY WHETHER SUCH DAMAGES ARISE OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE AND REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR YOU WERE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES RELATING TO ANY AND ALL ERRORS OR FAILURES BY THE SOFTWARE TO ACCURATELY DISPLAY DISCOUNTS, OFFERS, COUPON CODES OR CASH BACK PERCENTAGES OR TO ACCURATELY INDICATE ELIGIBLE CASH BACK TRANSACTIONS. SOME JURISDICTIONS DO NOT ALLOW CERTAIN LIMITATIONS OF LIABILITY SO SOME OR ALL OF THE ABOVE LIMITATIONS OF LIABILITY MAY NOT APPLY TO YOU. THE EXCLUSION OF CONSEQUENTIAL DAMAGES IS INDEPENDENT OF YOUR EXCLUSIVE DAMAGES REMEDY AND SURVIVES IF SUCH REMEDY FAILS OF ITS ESSENTIAL PURPOSE OR IS OTHERWISE DEEMED TO BE UNENFORCEABLE.

  12. Indemnification. You agree to indemnify, defend and hold harmless the Company and its officers, directors, employees, agents, affiliates, successors and assigns from and against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including attorneys' fees, arising from or relating to your use or misuse of the Software or your breach of this EULA.

  13. Collection and Use of Data. You acknowledge that when you use the Software, the Company may automatically collect and use certain information and data relating to your use of the Software or the Company’s services and your activities, such as your browsing behaviors or interactions with merchants and data related to such activities. The Software will also forward to the Company any coupons that you enter into a merchant’s site. These coupons may be included our service and offered to other users of our Software. You can turn off this forwarding feature by accessing the Software’s settings and toggling off the option that says “Share codes to improve Sidekick.” By agreeing to the terms of this EULA, you consent to the collection and use of such information by the Company and the Software and waive any and all rights you may have to object to such collection and use. Our Privacy Policy (as it may be amended by the Company from time to time) further addresses such activities and is hereby incorporated into this EULA by this reference.

  14. Geographic Restriction. The Software is provided for use only by persons located in the United States. If you are located outside of the United States, do not download, install or use the Software. If you use or access the Software from other jurisdictions outside the United States, you do so at your own risk and are solely responsible for compliance with any and all local laws applying to such use and access.

  15. Export Regulation. The Software may be subject to U.S. export control laws, including the U.S. Export Administration Act and its associated regulations. You shall not, directly or indirectly, export, re-export or release the Software to, or make the Software accessible from, any jurisdiction or country to which export, re-export or release is prohibited by law, rule or regulation.

  16. Severability. If any provision of this EULA is illegal or unenforceable under applicable law, the remainder of the provision will be amended to achieve as closely as possible the effect of the original term and all other provisions of this EULA will continue in full force and effect.

  17. Governing Law. This EULA is governed by and construed in accordance with the internal laws of the State of Illinois without giving effect to any choice or conflict of law provision or rule.

  18. Limitation of Time to File Claims. ANY CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SOFTWARE MUST BE ASSERTED WITHIN ONE (1) YEAR AFTER THE CLAIM ACCRUES OTHERWISE. OTHERWISE, SUCH CLAIM IS PERMANENTLY BARRED.

  19. Acknowledgement. You acknowledge that you have read and understand this EULA. This EULA, the CouponCabin Terms and Conditions agreement and our Privacy Policy constitute the entire agreement between you and the Company with respect to the Software and supersede all prior or contemporaneous understandings and agreements, whether written or oral, with respect to the Software. In the event of a conflict between this EULA and the CouponCabin Terms and Conditions agreement, the Terms and Conditions agreement will govern.

  20. Waiver. No failure to exercise, and no delay in exercising, on the part of either party, any right or any power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right or power hereunder preclude further exercise of that or any other right hereunder.