SkyMiles Assistant EULA

Toolbar Agreement

Thank you for downloading the SkyMiles Shopping Assistant toolbar (the "Toolbar").

THIS END USER LICENSE AGREEMENT (THE "AGREEMENT") IS A LEGALLY BINDING AGREEMENT BETWEEN YOU AND Delta Loyalty Management Services Delta Airlines, LLC("WE" OR "US"). THIS AGREEMENT COVERS YOUR USE OF THE TOOLBAR AND THE SERVICE IT ENABLES (THE "SERVICE"). BY CLICKING "I Agree" OR BY OTHERWISE INSTALLING OR USING ANY PORTION OF THE TOOLBAR OR THE SERVICES, YOU ARE STATING THAT YOU ARE OF LEGAL AGE AND HAVE READ, UNDERSTOOD AND AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT, AND YOU ACKNOWLEDGE AND AGREE THAT THIS AGREEMENT IS MADE A PART OF AND INCORPORATED INTO THE SkyMiles Shopping Terms and Conditions. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, THEN YOU ARE NOT GRANTED ANY RIGHTS TO INSTALL OR USE THE TOOLBAR OR THE SERVICES.

• About the Toolbar and the Service
  

  The Service is made accessible through your use of the Toolbar. The Service is compatible with various Internet browsers (e.g. Windows Internet Explorer and Mozilla Firefox) and search engines (e.g. Google and Yahoo!). Not all browsers or search engines are supported, and we may change the ones that are supported from time to time at our sole discretion and without advance, or any, notice to you of the change.

  The Service presents offers (each, an "Offer") to you through search tagging and direct merchant landing prompts. Your online search engine results will be tagged when your search engine results show a merchant website where a corresponding Offer is available. This tagging is done for natural, non-sponsored search results only. The tagging only indicates that an Offer is available. You must click on the "Click to Get Offer" button to get the Offer. You will also be notified of Offers when you land directly on a merchant's website where a corresponding Offer is available. You again must explicitly click on the "Click to Get Offer" button to get the Offer.

  The Toolbar does not manipulate any cookies and is used only to make you aware of Offers available. None of the search engines you may use to conduct your searches is aware of or responsible for the tagging.

  You cannot combine an Offer with a third party offer or coupon for the applicable merchant (as defined below) website. As such, if you choose to redeem an Offer, it will replace any other third party offer or coupon you have entered in the applicable fields on a merchant website. It is your responsibility to verify that an Offer has been properly applied to your purchase prior to your finalizing the transaction.

  If you use the Toolbar to search using the Yahoo! search engine, you may be given an opportunity to earn Delta Miles in addition to redeeming the Offers from the merchants you encounter. This additional benefit is available only if you are logged in and are using the Service using the Toolbar, and only if you use the Yahoo! search engine to enter your search terms.

• Eligible Users
  

  You agree that you may only install the Toolbar and use the Service when you meet all of the following conditions:

  You are a member of the SkyMiles Shopping program in good standing.

  You are located in the United States.

  You are at least the age of legal majority in the state where you reside.

  You are legally capable of entering into this Agreement as a legally binding agreement.

• License for Personal Use Only
  

  We grant you the limited non-exclusive right and license to use the Toolbar on, and to access the Service from, any computer with a supported operating system, but only for your own personal, non-commercial, use and under the terms and conditions contained of this Agreement. You may not provide copies of the Toolbar to others; you may not allow them to access the Service through your Toolbar; and you may not assign, sublicense, rent, sell or otherwise transfer the Toolbar, or access to the Service, to others. You may not use the Toolbar or the Service to provide services to any third person. Furthermore, you may not use the Toolbar or the Service in any manner that could damage, disable, overburden, or impair the Service (e.g., you may not use the Toolbar or the Service in an automated manner), nor may you use the Toolbar or the Service in any manner that could interfere with any other party's use and enjoyment of the Service.

  If you have comments on the Toolbar or the Service, or ideas on how to improve them, please email them to the customer care team by visiting the FAQ section at SkyMilesShopping.com. Please note that by doing so, you grant us and our third party vendors and agents permission to publish your comments and to incorporate your ideas into the Toolbar without compensation or the grant of any rights to you.

• Use of Service
  

  Use of the Service for any fraudulent or other illegal purpose is prohibited. You may only use the Service on your own behalf and may not use it to resell or redistribute Offers or to present Offers to others. You may not permit others to access the Service using the Toolbar. We reserve the right to terminate your access to the Service in the event that you use it in any unauthorized manner or for any unauthorized or illegal purpose.

• Intellectual Property
  

  You acknowledge that we or our third party vendors or agents own all rights, title and interest in and to the Toolbar and the Service, including without limitation all Intellectual Property Rights. "Intellectual Property Rights" means any and all rights existing from time to time under patent law, copyright law, trade secret law, trademark law, unfair competition law, and any and all other proprietary rights, and any and all applications, renewals, extensions and restorations thereof, now or hereafter in force and effect worldwide. You acknowledge that we or our third party vendors or agents own all content and other materials contained in the Toolbar and the Service, including without limitation, text, graphics and code. The foregoing notwithstanding, neither we nor our third party vendors or agents claim any Intellectual Property Rights in any user email messages, notes or other materials that you save to the Service or to any search results, tags placed on search results or the text of any Offers associated with search results obtained through the use of the Service.

  All trademarks, service marks and trade names viewable in the Toolbar program or through the Service, including without limitation, the trademarks appearing in the tagged search results and Offers obtained through the use of the Service, are trademarks or registered trademarks of their respective owners.

  We grant you permission to electronically copy and print hard copy portions of the content contained in or displayed by the Service for the sole purpose of placing an order with the applicable merchant for your own non-commercial use. Any other use, including without limitation, the reproduction, distribution, display or transmission of the content contained in or displayed by the Service is strictly prohibited. You agree not to modify, adapt, translate, prepare derivative works from, decompile, reverse engineer, disassemble or otherwise attempt to derive source code from the Toolbar or the Service. You also agree to not remove, obscure, or alter our or any third party vendor's or agent's copyright notice, trademarks, or other proprietary rights notices affixed to or contained within or accessed in conjunction with or through the Toolbar or the Service.

• Disclaimer of Warranties
  

  We and any of our third party vendors or agents who make software or Internet applications available in conjunction with or through the Toolbar disclaim any responsibility for any harm resulting from your use of the Toolbar or such applications, including without limitation, the Service. The Service is a passive conduit for the presentation of Offers, and you agree that neither we nor our third party vendors or agents have any responsibility to verify the accuracy or currency of the Offers or for the fulfillment of the Offers by the merchants who make them available. All purchases, redemption of Offers and other transactions facilitated by the Toolbar and the Service are between you and the relevant merchant and may be subject to additional terms and restrictions imposed by the merchant. You agree that you have sole responsibility, and that we and our third party vendors or agents have no responsibility, to review, approve, monitor or inform you of those additional terms and restrictions.

  THE TOOLBAR AND THE SERVICE ARE PROVIDED "AS IS," WITH NO WARRANTIES WHATSOEVER. NEITHER WE NOR OUR THIRD PARTY VENDORS OR AGENTS REPRESENT OR WARRANT THAT THE FUNCTIONS CONTAINED IN THE SERVICE OR MADE AVAILABLE THROUGH THE USE OF THE TOOLBAR WILL BE UNINTERRUPTED OR ERROR-FREE, THAT ANY DEFECTS WILL BE CORRECTED, OR THAT THE TOOLBAR OR ANY PART OF THE SERVICE IS OR WILL REMAIN FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. NEITHER WE NOR OUR THIRD PARTY VENDORS OR AGENTS MAKE ANY WARRANTIES OR REPRESENTATIONS AS TO THE CORRECTNESS, ACCURACY, ADEQUACY, USEFULNESS, TIMELINESS, SECURITY, PERFORMANCE OR RELIABILITY OF THE TOOLBAR OR THE SERVICE. WE AND OUR THIRD PARTY VENDORS AND AGENTS EXPRESSLY DISCLAIM TO THE FULLEST EXTENT PERMITTED BY LAW ALL EXPRESS, IMPLIED, AND STATUTORY WARRANTIES PERTAINING TO THE TOOLBAR AND THE SERVICE, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF PROPRIETARY RIGHTS.

  YOU UNDERSTAND AND AGREE THAT YOU DOWNLOAD AND/OR USE THE TOOLBAR AND THE SERVICE AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGES TO YOUR COMPUTER SYSTEM OR OTHER DEVICE AS WELL AS FOR ANY LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OR USE OF THE TOOLBAR AND USE OF THE SERVICE. SOME STATES OR OTHER JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. YOU MAY ALSO HAVE OTHER RIGHTS THAT VARY FROM STATE TO STATE.

• Disclaimer of Warranties
  

  We and any of our third party vendors or agents who make software or Internet applications available in conjunction with or through the Toolbar disclaim any responsibility for any harm resulting from your use of the Toolbar or such applications, including without limitation, the Service. The Service is a passive conduit for the presentation of Offers, and you agree that neither we nor our third party vendors or agents have any responsibility to verify the accuracy or currency of the Offers or for the fulfillment of the Offers by the merchants who make them available. All purchases, redemption of Offers and other transactions facilitated by the Toolbar and the Service are between you and the relevant merchant and may be subject to additional terms and restrictions imposed by the merchant. You agree that you have sole responsibility, and that we and our third party vendors or agents have no responsibility, to review, approve, monitor or inform you of those additional terms and restrictions.

  THE TOOLBAR AND THE SERVICE ARE PROVIDED "AS IS," WITH NO WARRANTIES WHATSOEVER. NEITHER WE NOR OUR THIRD PARTY VENDORS OR AGENTS REPRESENT OR WARRANT THAT THE FUNCTIONS CONTAINED IN THE SERVICE OR MADE AVAILABLE THROUGH THE USE OF THE TOOLBAR WILL BE UNINTERRUPTED OR ERROR-FREE, THAT ANY DEFECTS WILL BE CORRECTED, OR THAT THE TOOLBAR OR ANY PART OF THE SERVICE IS OR WILL REMAIN FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. NEITHER WE NOR OUR THIRD PARTY VENDORS OR AGENTS MAKE ANY WARRANTIES OR REPRESENTATIONS AS TO THE CORRECTNESS, ACCURACY, ADEQUACY, USEFULNESS, TIMELINESS, SECURITY, PERFORMANCE OR RELIABILITY OF THE TOOLBAR OR THE SERVICE. WE AND OUR THIRD PARTY VENDORS AND AGENTS EXPRESSLY DISCLAIM TO THE FULLEST EXTENT PERMITTED BY LAW ALL EXPRESS, IMPLIED, AND STATUTORY WARRANTIES PERTAINING TO THE TOOLBAR AND THE SERVICE, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF PROPRIETARY RIGHTS.

  YOU UNDERSTAND AND AGREE THAT YOU DOWNLOAD AND/OR USE THE TOOLBAR AND THE SERVICE AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGES TO YOUR COMPUTER SYSTEM OR OTHER DEVICE AS WELL AS FOR ANY LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OR USE OF THE TOOLBAR AND USE OF THE SERVICE. SOME STATES OR OTHER JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. YOU MAY ALSO HAVE OTHER RIGHTS THAT VARY FROM STATE TO STATE.

• Indemnification
  

  You agree to indemnify, defend, and hold us and our third party vendors and agents harmless, including collectively without limitation, our respective officers, directors, employees, agents, licensors and suppliers, from and against all losses, expenses, damages and costs, including reasonable attorneys' fees, resulting from any violation of these terms or any activity related to the use of the Toolbar or the Service (including negligent or wrongful conduct) by you or any other person using the Toolbar or accessing the Service using your Toolbar.

• Limitation of Liability
  

  UNDER NO CIRCUMSTANCES SHALL WE OR ANY OF OUR THIRD PARTY VENDORS OR AGENTS BE LIABLE TO ANY USER ON ACCOUNT OF THAT USER'S USE OR MISUSE OF THE TOOLBAR OR THE SERVICE. THIS LIMITATION OF LIABILITY SHALL APPLY TO PREVENT RECOVERY OF DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, AND PUNITIVE DAMAGES WHETHER SUCH CLAIM IS BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE (EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES). SUCH LIMITATION OF LIABILITY SHALL APPLY WHETHER THE DAMAGES ARISE FROM USE OR MISUSE OF AND RELIANCE ON THE TOOLBAR OR THE SERVICE, FROM INABILITY TO USE THE TOOLBAR OR THE SERVICE, OR FROM THE INTERRUPTION, SUSPENSION, OR TERMINATION OF THE FUNCTIONALITY OF THE TOOLBAR OR OF YOUR ACCESS TO THE SERVICE (INCLUDING SUCH DAMAGES INCURRED BY THIRD PARTIES). SUCH LIMITATION SHALL APPLY NOTWITHSTANDING A FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY AND TO THE FULLEST EXTENT PERMITTED BY LAW.

  YOU AGREE THAT NEITHER WE NOR OUR THIRD PARTY VENDORS OR AGENTS SHALL BE LIABLE IN THE EVENT THAT ANY OFFER IS MISTAKENLY LISTED AT AN INCORRECT PRICE. ERRORS IN THE OFFERS OBTAINED THROUGH THE USE OF THE TOOLBAR AND THE SERVICE ARE THE RESPONSIBILITY OF THE COMPANIES OR MERCHANTS EXTENDING THE OFFERS, NOT US OR OUR THIRD PARTY VENDORS OR AGENTS, AND YOU AGREE NOT TO BRING ANY ACTION AGAINST US BASED ON OR RELATED TO SUCH ERRORS. SOME STATES OR OTHER JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU.

• Privacy
  

  Your use of the Toolbar and the Service is subject to the terms of the Delta SkyMiles Shopping Privacy Policy, which hereby is incorporated in and made a part of this Agreement.

• Termination
  

  The terms of this Agreement, or any part of them, may be terminated by us without notice at any time, for any reason. The provisions relating to intellectual property, disclaimer of warranties, indemnification, limitation of liability, termination and miscellaneous provisions shall survive any termination of this agreement. We may terminate your license to the Toolbar and/or your access to the Service at any time for any reason or no reason.

• Third Party Links
  

  In an attempt to provide increased value to our customers, the Toolbar and/or the Service may provide links to websites and services operated by third parties. However, even if the third party is affiliated with us, we have no control over these linked websites or services, all of which have separate privacy and data collection practices, independent of us. These links to third party websites and services are provided only for your convenience and therefore you access them at your own risk.

• Notices
  

  We may deliver notices to you by means of email, a general notice or pop-up box viewable when you access the Service, or by other reliable method.

• Miscellaneous Provisions
  

  This Agreement is be governed by and construed in accordance with the laws of the State of of Massachusetts, without giving effect to its conflict of laws provisions, the 1980 U.N. Convention on Contracts for the International Sale of Goods or the laws and regulations of your state or country of residence. You agree that jurisdiction over, and venue in, any legal proceeding directly or indirectly arising out of or relating to your use of the Toolbar or the Service (including but not limited to the purchase of any product or service or your acceptance of any Offer) shall be in the state or federal courts located in the State of Massachusetts. Any cause of action or claim you may have with respect to the Toolbar or the Service must be commenced within one (1) year after the claim or cause of action arises. Our failure to insist upon or enforce strict performance of any provision of these terms and conditions shall not be construed as a waiver of any provision or right. Any waiver of any provision of this Agreement will be effective only if it is in writing and signed by us. Neither the course of conduct between the parties nor trade practice shall act to modify any of these terms and conditions. We may assign our rights and duties under this Agreement to any party at any time without notice to you. If for any reason a court of competent jurisdiction finds any provision or portion of this Agreement to be unenforceable, the remainder of the Agreement will continue in full force and effect.

• Changes to Agreement
  

  We reserve the right to change the terms of this Agreement at any time. When we do make changes to this Agreement, we will update the date under "Last Modified" below, and we will post the revised Agreement here. You can access the most recent version of this Agreement at any time from the "About The SkyMiles Shopping Assistant" menu item in the Toolbar. Your continued use of the Toolbar and the Service after changes have been made constitutes your acceptance of those changes and your agreement to be bound by them. If you do not agree with the changes, you must immediately cease using the Toolbar and the Service.

  This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes and replace all prior or contemporaneous understandings or agreements, written or oral, regarding such subject matter. Any waiver of any provision of this Agreement will be effective only if in writing and signed by us.

  Last modified: September 16, 2011