Terms of Service

THIS AGREEMENT INCLUDES MANDATORY ARBITRATION, CLASS ACTION WAIVER, AND JURY WAIVER PROVISIONS. BY USING THE SERVICE, YOU AGREE TO THESE PROVISIONS, WHICH APPEAR IN SECTIONS 9 AND 10 OF THIS AGREEMENT.

These Terms & Conditions govern your access, installation, and use of the ShopMail browser extension (the “ShopMail Service”) offered by Yipit LLC d.b.a. YipitData (“Yipit,” “we,” “us,” “our”). By accessing or using the ShopMail Service, you signify that you have read, understood, and agree to be bound by this Terms & Conditions Agreement (“Agreement”), whether or not you are a registered user of our ShopMail Service.

We reserve the right to update this Agreement at any time. If we make any material changes to this Agreement, we will announce these changes on the ShopMail Service and notify registered users via email. Your continued use of the ShopMail Service after any such changes constitutes your acceptance of the new Agreement. If you do not agree to abide by these or any future Terms & Conditions, do not use or access the ShopMail Service. If you are not a registered user, it is your responsibility to regularly check to determine if there have been changes to this Agreement and to review such changes. This Agreement applies to all visitors, users, and others who access and use the ShopMail Service (“Users”).

1. The ShopMail Service

A. ELIGIBILITY

You may not use the ShopMail Service if you are under 16 or if you have been previously removed from the ShopMail Service.

B. ACCOUNT & REGISTRATION

ShopMail Service Sign-Up. We may require certain contact information, such as your email address (“Contact Data”), to provide you with access to the ShopMail Service.

By providing your Contact Data, you agree that you (a) have all necessary rights to provide us with such information and use it to access the ShopMail Service, (b) will provide and maintain accurate, current and complete information when accessing or using the ShopMail Service; (c) will maintain the security of your Contact Data; (d) will be fully responsible for all use of your account and for any actions that take place using your account; (e) will consent to let us use your Contact Data to provide you with access to the ShopMail Service; (f) will consent to let us store your Contact Data to provide the ShopMail Service.

You may never use another User’s account without permission. You must notify us immediately of any breach of security or unauthorized use of your account. ShopMail will not be liable for any losses caused by any unauthorized use of your account.

Communication Preferences. You consent to receive communications from us by email. We may send you certain promotional emails including newsletters or other promotional materials that may be of interest to you. You may stop receiving our promotional emails by clicking the unsubscribe links contained in emails. You can opt out of any direct promotional communications by emailing your request to opt out, along with the contact information to which your request applies, to privacy@yipitdata.com.

You agree that providing you this Agreement (including all updates thereto), notices, disclosures, and other communications electronically (such as by email or through the ShopMail Service) will satisfy any legal requirement that such communications be in writing.

C. SERVICES & FEES

While the standard ShopMail Service is free for use, additional data charges may apply through your mobile service provider. Additional fees may also apply for use of the premium versions of the ShopMail Service.

D. RULES

You agree not to engage in any of the following prohibited activities in connection with your use or access of the ShopMail Service: (i) copying, distributing, or disclosing any part of the ShopMail Service in any medium, including without limitation by any automated or non-automated “scraping”; (ii) transmitting spam, chain letters, or other unsolicited email, or other communications including for any unauthorized commercial solicitation purposes; (iii) attempting to interfere with, compromise integrity or security, or decipher any transmissions to or from any aspect of the ShopMail Service; (iv) taking any action that may impose, at our sole discretion, an unreasonable or disproportionately large load on our infrastructure; (v) uploading invalid data, viruses, worms, or other software agents through the ShopMail Service; (vi) collecting or harvesting any personal information, including account names, from the ShopMail Service; (vii) impersonating another person, conducting fraud, or attempting to hide your identity; (viii) modifying, recompiling, copying, or redistributing the ShopMail Service; (ix) accessing any content on the ShopMail Service through any means other than those authorized by Yipit; (x) bypassing our measures to prevent or restrict access to the ShopMail Service, including features that prevent use or copying of any aspect of the ShopMail Service or the content therein; or (xi) using the ShopMail Service in violation of applicable law, contractual commitments, or other legal duties.

We may change, stop providing certain features of, or create usage limits for the ShopMail Service without prior notice. We reserve the right to permanently or temporarily terminate or suspend access to the ShopMail Service without notice and liability at any time. Upon termination for any reason, you continue to be bound by this Agreement.

2. Licenses

Subject to the terms and conditions of this Agreement, you are hereby granted a non-exclusive, limited, non-transferable, revocable license to use the ShopMail Service for your personal, noncommercial use only and as permitted by the features of the Service. Yipit reserves all rights not expressly granted herein in the ShopMail Service. Yipit may terminate this license at any time. By using the ShopMail Service, you grant us and our affiliates a perpetual, non-exclusive, worldwide, transferable, sublicensable, license to use, copy, reproduce, process, adapt, modify, create derivative works from, publish, transmit, store, display and distribute, translate, communicate, and otherwise use information related to your visit to certain third party retail websites while using the ShopMail Service, such as which retail websites you visit and whether the discount codes the ShopMail Service provides remain valid, to create aggregated insights about use of the ShopMail Service, and otherwise to improve the ShopMail Service.

3. Our Proprietary Rights

Except for your Contact Data, Yipit and its licensors retain exclusive ownership and control over the ShopMail Service and all materials therein, including software, images, text, and graphics. Use of the ShopMail Service for any purpose not expressly permitted by this Agreement is strictly prohibited. Except for the limited license granted to you, we retain all rights, title, and interests (including all Intellectual Property rights) in the ShopMail Service. If you choose to submit any comments or ideas to us about the ShopMail Service (“Feedback”), you agree that your disclosure is gratuitous, unsolicited and without restriction and will not place Yipit under any fiduciary or other obligation, and that we are free to use or disclose the Feedback without any additional compensation. You further acknowledge that, by acceptance of your submission, Yipit does not waive any rights to use similar or related ideas previously known to Yipit or obtained elsewhere.

4. Privacy

We care about the privacy of our Users. Click here to view our Privacy Policy. By using the ShopMail Service, you are consenting to have your Contact Data and any related use of the ShopMail Service processed as described in our Privacy Policy and in this Agreement.

5. Third Party Services

The ShopMail Service may contain links to third-party websites, apps, services or offers that are not owned or controlled by Yipit. Yipit does not endorse or assume any responsibility for any such third-party content, products, or services. If you access a third-party service from or through the ShopMail Service, you do so at your own risk, and you understand that this Agreement and Yipit’s Privacy Policy do not apply to your use of those services.

6. Indemnity

You agree to defend, indemnify and hold harmless Yipit, affiliated companies, and their employees from and against any and all claims arising from your use of and access to the ShopMail Service, including any violation of this Agreement, your infringement or violation of any rights of another, and the termination of your access to the ShopMail Service.

7. No Warranty

THE SHOPMAIL SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. USE OF THE SHOPMAIL SERVICE IS AT YOUR OWN RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SHOPMAIL SERVICE IS PROVIDED WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

YIPIT MAKES NO WARRANTIES WITH RESPECT TO, AND EXPRESSLY DISCLAIMS ALL LIABILITY FOR: (I) ANY THIRD PARTY, OR THIRD-PARTY WEBSITE, THIRD-PARTY PRODUCT, OR THIRD-PARTY SERVICE ACCESSIBLE OR MADE AVAILABLE TO YOU THROUGH THE SHOPMAIL SERVICES; OR (II) THE QUALITY OR CONDUCT OF ANY THIRD PARTY YOU ENCOUNTER IN CONNECTION WITH YOUR USE OF THE SHOPMAIL SERVICES, INCLUDING ANY ACTIVITIES, EVENTS, ENGAGEMENT OR INTERACTIONS WITH OTHERS THAT MAY BE FACILITATED THROUGH USE OF THE SHOPMAIL SERVICES. FURTHER, YIPIT AND ITS AFFILIATED PARTIES MAKE NO WARRANTY THAT THE SHOPMAIL SERVICES (INCLUDING ANY INFORMATION OR OTHER MATERIAL YOU OBTAIN THROUGH THE SHOPMAIL SERVICES) WILL (I) MEET YOUR REQUIREMENTS, (II) BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (III) BE ACCURATE OR RELIABLE, (IV) BE OF SUFFICIENT QUALITY, AND (V) BE CORRECTED OF ANY ERRORS. NO INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM YIPIT AND ITS AFFILIATED PARTIES ON OR THROUGH THE SHOPMAIL SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT.

8. Limitations of Liability

TO THE EXTENT PERMISSIBLE UNDER APPLICABLE LAW, IN NO EVENT SHALL YIPIT OR ITS AFFILIATED PARTIES BE LIABLE (JOINTLY OR SEVERALLY) TO YOU FOR PERSONAL INJURY OR ANY SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES OF ANY KIND, OR ANY DAMAGES WHATSOEVER. THE SHOPMAIL SERVICES WOULD NOT BE PROVIDED WITHOUT SUCH LIMITATIONS.

NOTWITHSTANDING THE FOREGOING, THE SOLE AND AGGREGATE MAXIMUM LIABILITY OF YIPIT AND ITS AFFILIATED PARTIES FOR ANY REASON AND YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY CAUSE OR CLAIM WHATSOEVER, SHALL BE LIMITED TO THE AMOUNT PAID BY YOU FOR THE SHOPMAIL SERVICES IN THE TWELVE MONTHS PRIOR TO THE ACTION GIVING RISE TO THE CLAIM, PROVIDED THAT IF A PROVISION IN THE TERMS ENTITLES YOU TO A REFUND, NOTHING IN THIS AGREEMENT SHALL BE CONSTRUED TO VOID YOUR ENTITLEMENT TO THE FULL AMOUNT OF THAT REFUND. TO THE EXTENT PERMITTED BY APPLICABLE LAW, IF YOU HAVE NOT PAID YIPIT ANYTHING FOR THE SHOPMAIL SERVICES DURING THAT TWELVE-MONTH PERIOD, YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY DISPUTE WITH US IS TO STOP USING THE SHOPMAIL SERVICES.

SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR CERTAIN TYPES OF DAMAGES. ACCORDINGLY, SOME OF THE ABOVE DISCLAIMERS AND LIMITATIONS MAY NOT APPLY TO YOU. IN SUCH JURISDICTIONS, THE EXCLUSIONS APPLY, AND LIABILITY IS LIMITED, ONLY TO THE EXTENT PERMITTED BY LAW.

9. Arbitration Agreement

A. INFORMAL DISPUTE RESOLUTION PROCEDURE

If there is an instance when you have a concern that needs special attention, Yipit is committed to working with you to reach a reasonable resolution. However, we can only do this if we know about it. Therefore, for any concern you may have with the ShopMail Service, you agree to first send a written description of it to support@getshopmail.com so we have an opportunity to address it. You agree to work with Yipit in good faith to resolve the concern. We believe this should lead to resolution. However, if for some reason the concern is not resolved satisfactorily within sixty (60) days after we receive your email, and all necessary information, you agree to the further dispute resolution provisions below.

B. MUTUAL ARBITRATION AGREEMENT

If the informal dispute resolution procedure does not lead to resolution, then either party may initiate binding arbitration as the sole means to resolve Disputes, (except as provided for herein) subject to the terms set forth below and the National Arbitration and Mediation (“NAM”) rules. If you are initiating arbitration, a copy of the demand shall also be emailed to legal@yipitdata.com. Any demand initiating arbitration, whether filed by you or Yipit, must include the email address you used to create an account in connection with the ShopMail Services.

Except as set forth below, you and Yipit agree that by using the ShopMail Service in any way, you unconditionally consent and agree that any claim, dispute, or controversy (whether in contract, tort, or otherwise) you may have against Yipit arising out of or, relating to, or connected in any way with the ShopMail Service or this Agreement—including but not limited to any claim that all or any part of this Agreement are void or voidable, whether a claim is subject to arbitration, and any dispute regarding the payment, non-payment, or the timing of any administrative or arbitrator fees (each a “Dispute”)—will be resolved exclusively by final and binding arbitration in accordance with Subsections 9(A)-(K) of this Agreement (the “Arbitration Agreement”). (The portion of this Section 9 preceding Subsection 9(A) applies regardless of whether you have opted out of the Arbitration Agreement under Subsection 9(J).)

This Arbitration Agreement applies to claims that arose, were asserted, or involve facts occurring before the existence of this Arbitration Agreement or any prior agreement as well as claims that may arise after the termination of this Arbitration Agreement, in accordance with the notice and opt-out provisions set forth herein. This Arbitration Agreement is made pursuant to a transaction involving interstate commerce, and shall be governed by the Federal Arbitration Act (“FAA”), 9 U.S.C. §§ 1-16.

The parties understand that an arbitrator and not a judge or jury will decide the Dispute, and that rights to discovery and appeals may be limited in arbitration. The parties further understand that the costs of arbitration could exceed the costs of litigation in some instances.

You hereby acknowledge and agree that by agreeing to this Agreement, which include this Arbitration Agreement, you and Yipit are each waiving the right to a trial by a jury to the maximum extent permitted by law. Notwithstanding the parties’ decision to resolve all Disputes through arbitration, each party retains the right to (i) elect to have any claims resolved in small claims court on an individual basis for disputes and actions within the scope of such court’s jurisdiction, regardless of what forum the filing party initially chose; (ii) bring an action in state or federal court to protect its intellectual property rights (“intellectual property rights” in this context means patents, copyrights, moral rights, trademarks, and trade secrets and other confidential or proprietary information, but not privacy or publicity rights) or for defamation; and (iii) seek a declaratory judgment, injunction, or other equitable relief in a court of competent jurisdiction regarding whether a party’s claims are time-barred or may be brought in small claims court. Seeking such relief shall not waive a party’s right to arbitration under this Arbitration Agreement, and any filed arbitrations related to any action filed pursuant to this paragraph shall automatically be stayed pending the outcome of such action.

C. CLASS ARBITRATION AND COLLECTIVE RELIEF WAIVER

You and Yipit acknowledge and agree that, to the maximum extent allowed by law, except as set out otherwise in Subsection (F) below, any arbitration shall be conducted in an individual capacity only and not as a class or other representative action and the arbitrator may award relief only in favor of the individual party seeking relief and only to the extent necessary to resolve an individual party’s claim; notwithstanding this acknowledgement and agreement, you agree that any arbitration involving you may proceed on a consolidated basis, but it may do so if and only if Yipit provides its consent to consolidate in writing.

With the exception of this Subsection (C) and Subsection (F) below, if any part of this Arbitration Agreement is deemed to be invalid, unenforceable or illegal, or otherwise conflicts with the rules of NAM, then the balance of this Arbitration Agreement shall remain in effect and shall be construed in accordance with its terms as if the invalid, unenforceable, illegal, or conflicting provision were not contained herein. If, however, this Subsection (C) or Subsection (F) is found to be invalid, unenforceable, or illegal as applied to your claims, then the entirety of this Arbitration Agreement shall be null and void, and neither you nor Yipit shall be entitled to arbitrate their dispute.

D. ARBITRATION RULES

The arbitration will be administered by NAM and conducted before a sole arbitrator in accordance with the rules of NAM, including, as applicable, NAM Comprehensive Dispute Resolution Rules and Procedures, Fees For Disputes When One of the Parties is a Consumer and the Mass Filing Supplemental Dispute Resolution Rules and Procedures in effect at the time any demand for arbitration is filed with NAM, excluding any rules or procedures governing or permitting class or representative actions. The applicable NAM rules and procedures are available at www.namadr.com or by emailing National Arbitration and Mediation’s Commercial Dept at commercial@namadr.com. If NAM is not available to arbitrate, the parties will select an alternative arbitration provider.

E. ARBITRATION LOCATION AND PROCEDURE

For all U.S. residents, where the amount in controversy is over $25,000, the arbitration shall be held (i) at a location determined under the applicable NAM rules and procedures that is reasonably convenient for you and is no more than 100 miles from your home or place of business; or (ii) at another location you and we agree upon. For non-U.S. residents, the arbitration shall be held in New York County, New York (unless otherwise agreed by the parties). Where the amount in controversy is under $25,000, the arbitration shall take place solely by submission of written materials, unless the arbitrator determines that a hearing is necessary, and any arbitrator nationwide may be appointed. Where a hearing is necessary in such cases, the parties agree to remote participation by videoconference or teleconference.

The arbitrator or arbitration body shall be empowered to grant whatever relief would be available in a court under law or in equity. The arbitrator has the right to impose sanctions in accordance with the NAM rules and procedures for any frivolous claims or submissions the arbitrator determines have not been filed in good faith, as well as for a party’s failure to comply with the Informal Dispute Resolution Procedure contemplated by this Arbitration Agreement.

Subject to the applicable NAM rules and procedures, the parties agree that the arbitrator will have the discretion to allow the filing of dispositive motions if they are likely to efficiently resolve or narrow issues in dispute.

Unless otherwise prohibited by law, all arbitration proceedings will be confidential and closed to the public and any parties other than you and Yipit (and each of the parties’ authorized representatives and agents), and all records relating thereto will be permanently sealed, except as necessary to obtain court confirmation of the arbitration award (provided that the party seeking confirmation shall seek to file such records under seal to the extent permitted by law).

F. BATCH ARBITRATION

To increase the efficiency of administration and resolution of arbitrations, in the event 100 or more similar arbitration demands (those asserting the same or substantially similar facts or claims, and seeking the same or substantially similar relief) presented by or with the assistance or coordination of the same law firm(s) or organization(s) are submitted to NAM (“Mass Filing”), the parties agree to administer the Mass Filing in sequential batches of approximately 100 demands per batch (as adjusted to accommodate any arbitrator strikes as described below). To the extent there are fewer than 100 arbitration demands left over after the batching described above, a final batch will consist of the remaining demands). The parties further agree: (i) to designate one arbitrator for each batch; (ii) to accept applicable fees, including any related fee reduction determined by NAM in its discretion; (iii) that 10% of the anticipated total number of batches for the Mass Filing may proceed simultaneously as set forth in this batching provision and Arbitration Agreement, but that no other demands for arbitration that are part of the Mass Filing may be filed, processed, or adjudicated until the prior set of batches are filed, processed, and adjudicated (for example: if 2,000 demands were presented as part of a Mass Filing, there would be 20 anticipated batches, 10% of which – i.e., 2 batches – may proceed simultaneously); (iv) that fees associated with a demand for arbitration included in a Mass Filing, including fees owed by Yipit and the claimants, shall only be due after your demand for arbitration is included in a set of batch proceedings and that batch is properly designated for filing, processing, and adjudication; (v) that the staged process of batched proceedings, with each batch including 100 demands, shall continue until each demand (including your demand) is adjudicated or otherwise resolved, and (vi) to make good faith efforts to resolve each batch of claims properly designated for filing, processing, and adjudication within 180 days, failing which any of the claimants whose demands have not yet begun arbitration or Yipit may cease arbitration and file in a court of competent jurisdiction.

Arbitrator selection for each batch shall be conducted to the greatest extent possible in accordance with the applicable NAM rules and procedures for such selection, and the arbitrator will determine the location where the proceedings will be conducted. Each claimant may strike the arbitrator selected by their counsel and Yipit for the batch and where such strike is exercised, the objecting claimant’s demand will be included in any simultaneously proceeding batch, or the next following batch.

You agree to cooperate in good faith with Yipit and the arbitration provider to implement such a “batch approach” or other similar approach to provide for an efficient resolution of claims, including the payment of combined reduced fees, set by NAM in its discretion, for each batch of claims. The parties further agree to cooperate with each other and the arbitration provider or arbitrator to establish any other processes or procedures that the arbitration provider or arbitrator believe will provide for an efficient resolution of claims. Any disagreement between the parties as to whether this provision applies or as to the process or procedure for batching shall be resolved by a procedural arbitrator appointed by NAM. This “Batch Arbitration” provision shall in no way be interpreted as increasing the number of claims necessary to trigger the applicability of NAM’s Mass Filing Supplemental Dispute Resolution Rules and Procedures or authorizing class arbitration of any kind. Unless Yipit otherwise consents in writing, Yipit does not agree or consent to class arbitration, private attorney general arbitration, or arbitration involving joint or consolidated claims under any circumstances, except as set forth in this Subsection (F) and Subsection (C). If your demand for arbitration is included in the Mass Filing, your claims will remain tolled until your demand for arbitration is decided, withdrawn, or is settled.

The parties agree that this batching provision is integral to the Arbitration Agreement insofar as it applies to a Mass Filing. If the batching provision in this Subsection (F) is found to be invalid, unenforceable, or illegal, then the entirety of this Arbitration Agreement shall be null and void, and neither you nor Yipit shall be entitled to arbitrate any claim that is a part of the Mass Filing.

G. MEDIATION FOLLOWING FIRST BATCH IN A MASS FILING

The results of the first completely adjudicated batch of demands will be given to a NAM mediator selected from a group of 5 mediators proposed by NAM, with Yipit and the remaining claimants’ counsel being able to strike one mediator each and then rank the remaining mediators and the highest collectively ranked mediator being selected. The selected mediator will try to facilitate a resolution of the remaining demands in the Mass Filing. After the results are provided to the mediator, Yipit the remaining claimants and their counsel, and the mediator will have 90 days (the “Mediation Period”) to agree on a resolution or substantive methodology for resolving the outstanding demands. If the parties are unable to resolve the outstanding demands during the Mediation Period, and cannot agree on a methodology for resolving them through further arbitrations, either Yipit or any remaining claimant may opt out of the arbitration process and have the demand(s) proceed in a court of competent jurisdiction. Notice of the opt-out will be provided in writing within 60 days of the close of the Mediation Period. If neither Yipit nor the remaining claimants opt out and they cannot agree to a methodology for resolving the remaining demands through further arbitration, the arbitrations will continue with the batching process. Absent notice of an opt-out, the arbitrations will proceed in the order determined by the sequential numbers assigned to demands in the Mass Filing.

H. ARBITRATOR’S DECISION

The arbitrator’s decision shall be controlled by the terms and conditions of this Agreement. The arbitrator will render an award within the time frame specified in the applicable NAM rules and procedures. The arbitrator’s decision will include the essential findings and conclusions upon which the arbitrator based the award. Judgment on the arbitration award may be entered in any court having jurisdiction thereof. The arbitrator will have the authority to award monetary damages on an individual basis and to grant, on an individual basis, any non-monetary remedy or relief available to an individual to the extent available under applicable law, the arbitral forum’s rules, and this Arbitration Agreement. The parties agree that the damages and/or other relief must be consistent with the terms of Section 8 (“Limitations of Liability”) as to the types and the amounts of damages or other relief for which a party may be held liable. No individual arbitration award or decision will have any preclusive effect as to issues or claims in any dispute with anyone who is not a named party to the arbitration. Attorneys’ fees will be available to the prevailing party in the arbitration if authorized under applicable substantive law governing the claims in the arbitration.

I. FEES

If you are able to demonstrate that the costs of arbitration will be prohibitive as compared to the costs of litigation, Yipit will pay any filing and hearing fees in excess of the current United States District Court filing fee for the Southern District of New York that 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 asserted in bad faith, in which case arbitration fees (including attorneys’ fees) may be imposed upon you consistent with the Arbitrator’s Rules and the standard for sanctions set forth in Federal Rule of Civil Procedure 11. You are responsible for your own attorneys’ fees unless the arbitration rules and/or applicable law provide otherwise, including as set forth in this Arbitration Agreement.

The parties agree that NAM has discretion to reduce the amount or modify the timing of any administrative or arbitration fees due under NAM’s Rules where it deems appropriate (including as specified in Subsection (F)) provided that such modification does not increase the costs to you, and you further agree that you waive any objection to such fee modification. The parties also agree that a good-faith challenge by either party to the fees imposed by NAM does not constitute a default, waiver, or breach of this Arbitration Agreement while such challenge remains pending before NAM, the arbitrator, and/or a court of competent jurisdiction, and that any and all due dates for those fees shall be tolled during the pendency of such challenge.

J. 30-DAY RIGHT TO OPT-OUT

You have the right to opt out and not be bound by the Arbitration Agreement by sending written notice of your decision to opt out to support@getshopmail.com with the subject line, “ARBITRATION OPT-OUT”. You must send this notice from the email address associated with your account (if you have one), or if this is not possible, you must promptly cooperate with us to identify your account if you have one. Regardless of the email address you use, you must promptly cooperate with any request from us to authenticate that you are the accountholder (if you hold an account) and that you are the actual sender of the notice. Your notice must include your name and address, the email address you currently use to access the ShopMail Services, including an account (if you have one), and a clear statement that you want to opt out of this Arbitration Agreement. The notice must be sent within thirty (30) days of first becoming subject to this Arbitration Agreement. You become subject to this Arbitration Agreement at the same time you become subject to the rest of this Agreement. Otherwise, you shall be bound to arbitrate disputes in accordance with this Arbitration Agreement. If you opt out of the Arbitration Agreement, you may exercise your right to a trial by jury or judge, as permitted by applicable law, but any prior existing agreement to arbitrate disputes under a prior version of the Arbitration Agreement will not apply to claims not yet filed. If you opt out of the Arbitration Agreement, Yipit also will not be bound by it.

K. CHANGES

Yipit will provide thirty (30) days’ notice of any material changes to this Section 9 by posting the update on the ShopMail Service and sending an email to the address it has on file for your account, if any. Any such changes will go into effect at 11 a.m. Eastern Time 30 days after Yipit provides this notice and apply to all claims not yet filed regardless of when such claims may have accrued. If Yipit changes this Section 9 after the date you first accepted this Section 9 (or accepted any subsequent changes to this Section 9), you agree that your failure to terminate the Terms as described in Section 1 by the time it takes effect will be deemed acceptance of those changes.

10. Class Action Waiver

If you have a dispute with Yipit that is not subject to the binding arbitration provisions in Section 9 above, then to the full extent permitted by law, you agree you may only resolve your disputes with Yipit on an individual basis, and may not bring a claim as a plaintiff or a class member in a class, collective, consolidated, private attorney general or other representative action. Likewise, this Agreement and this class action waiver preclude you from participating in or recovering relief in any current or future class, collective, coordinated, consolidated, private attorney general and/or other representative action brought against Yipit by someone else.

11. General

A. GOVERNING LAW

This Agreement shall be governed by the laws of the United States and the State of New York, without giving effect to any conflict of laws principles that may provide the application of the law of another jurisdiction.

You agree that any claim or dispute relating to the ShopMail Service or this Agreement that is not resolved under the arbitration requirements of this Agreement must be resolved exclusively by a court of competent jurisdiction, federal or state, located in New York County, New York, and no other court. You agree to submit to the personal jurisdiction of such courts and to accept service of process from them.

In no event can any claim or action by you related to the ShopMail Service be instituted more than one year after the cause of action arose.

C. ENTIRE AGREEMENT/SEVERABILITY

This Agreement, together with any amendments and any additional agreements you may enter into with Yipit in connection with the ShopMail Service, shall constitute the entire agreement between you and Yipit concerning the ShopMail Service. If any provision of this Agreement is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of this Agreement, which shall remain in full force and effect.

D. NO WAIVER

No waiver of any term of this Agreement shall be deemed a further or continuing waiver of such term or any other term, and Yipit's failure to assert any right or provision under this Agreement shall not constitute a waiver of such right or provision.

E. ASSIGNMENT

This Agreement, and any rights, licenses or obligations you receive hereunder, cannot be transferred or assigned by you, and you will not attempt to do so. Any attempted transfer or assignment in violation hereof shall be null and void. Yipit may, in its sole discretion, assign this Agreement and any rights, licenses or obligations it receives hereunder without restriction.

F. CONTACT

Please contact us with any questions you may have regarding this Agreement at support@getshopmail.com or at:

YipitData
90 5th Ave, 11th Fl.
New York, NY 10011