Please read the following important terms and conditions carefully. These terms govern your access to and use of the Services (as described below), and constitute a binding legal agreement between you, as a user (“you” or “User”) of the Services, and Reqoop, Inc. ("Reqoop" or "we"), the provider of the Services. Your access to and use of the Services requires your compliance with these terms in addition to specific terms that apply to each such Reward (together, they are called the "Terms"). By accessing and/or using the Services and/or creating an Account, you agree to be bound by the Terms.

1. Description of the Services

Reqoop is a way to discover, share and find amazing products from stores near you. Reqoop users can share photos of their finds (“Qoops”), discover great places to shop, follow and engage with other people with great taste, and participate in exclusive events to earn rewards (“Rewards”). The Services include, but are not limited to, a website and mobile application (collectively, “the Services”). While it is Reqoop’s objective to make the Services accessible 24 hours per day, 7 days per week, Reqoop may be unavailable from time to time for any reason including, without limitation, routine maintenance. You understand and acknowledge that due to circumstances both within and outside of the control of Reqoop, access to Reqoop may be interrupted, suspended or terminated from time to time.

Reqoop shall have the right at any time to change or discontinue any aspect or feature of the Services, including, but not limited to, content, hours of availability and equipment needed for access or use. Further, Reqoop may discontinue disseminating any portion of information or category of information, may change or eliminate any transmission method and may change transmission speeds or other signal characteristics.

2. Registration

In order to access the Services, you must create an account (“Account”). When creating an account, you, the User must provide the following information: first and last name, email address, password and zip/postal code. Registration will allow you to share Qoops, comment on other User Content, participate in Reqoop Rewards and tailor Rewards around your fashion interests. The account will be created under your first name and last initial, which will displayed on all User Content you provide to the services. By registering an account, you agree to be included in Reqoop’s User Leaderboards and rankings. Some Services do not require you to sign up for a Reqoop account, such as viewing photos on the Website.

To create an Account, you must be at least 13 years of age. If you are younger than 18 years of age then you need to ensure that your parents consent to your use of the Services.

Your account credentials can be used across all Reqoop Services. You are responsible for your password and maintaining and safeguarding its confidentiality and agree that you will not disclose your password to anyone else. You agree to be held responsible for any actions taken under your account, whether or not you authorize those actions. You must notify us immediately of any unauthorized use of your Account or your password. We are not liable for any loss or damage from your failure to comply with these requirements. You agree that the information you provide us will be true, accurate, current and complete.

3. Proprietary Materials

Excluding User Content (as defined below), you acknowledge and agree that the content, software, materials and other components (including but not limited to our logos, text, graphics, images, marks, videos, music, button icons, and page headers) available through the Services, are the property of Reqoop, and/or its affiliated partners, or licensors and are protected by copyrights, trademarks, service marks, or other proprietary rights and laws. You agree not to sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit, or create derivative works from content or materials on the Site, in the Application or through the Services.

Reference to any products, services or other information by trade name, trademark, manufacturer, or otherwise does not constitute or imply endorsement, sponsorship or recommendation thereof or any affiliation therewith by Reqoop or any of its Officers or Directors. All trademarks not owned by Reqoop that appear on Reqoop are the property of their respective owners. Use of the content and materials for any purpose not expressly permitted in these Terms of Service is prohibited. We are not liable for any infringement of copyrights, trademarks, trade dress or other proprietary or intellectual property rights arising out of content posted on or transmitted through the Services, or items advertised on the Site, through the Application or through the Services, by our vendors.

4. Privacy

At Reqoop we have great respect for personal privacy and it is our commitment to you that whenever we collect and process data from you, we will do so with the User’s benefit in mind. When using our Services, we may ask that you provide us with some personally identifiable information—information about you that can be used to contact or identify you, and information on your use or potential use of the Services and related services ("Personal Information"). Our policies and procedures regarding how we collect and receive any information from Users of our Services are set forth in detail in our Privacy Policy.

5. User Created Content

As a member of Reqoop, you can upload or post images, text, and other materials for display or publication to the Services (collectively referred to as “User Content”). Such User Content remains the property of the User. While Reqoop does not claim any ownership of the copyright or other proprietary rights in User Content, the User agrees to grant Reqoop and its partners a worldwide, irrevocable, perpetual, non-exclusive, transferable license with right to sublicense, use, copy, transmit, reproduce, adapt, modify, publicly display, publicly perform, reformat, translate, excerpt, create collective or derivative works of, and distribute such User Content for any purpose, commercial, advertising, or otherwise, in connection with the Site, the Application and the Services or the promotion thereof, or for Reqoop's (and its successors' and affiliates') business including without limitation for promoting and redistributing part or all of the User Content in any media formats or through any distribution method.

If you publish User Content through the Services, it will be publicly viewable. You understand that your User Content will be associated with your account and attributed to you, and that third parties will gain access to your User Content through the Services. You represent and warrant that Reqoop shall in no event be liable to you for any use of misuse of your User Content by any third party. Based on your account settings, your User Content may also be shared on social networks such as Facebook. For more information, please see our Privacy Policy.

All User Content is the responsibility of the User, not Reqoop. In addition to the restrictions set forth above and below, you agree not to use Reqoop to post content or other communications that contains:

(i) material that is unlawful, obscene, defamatory, libelous, threatening, pornographic, harassing, hateful, offensive, or encourages conduct that would be considered a criminal offense, gives rise to civil liability, violates any local, state, national, or international law, or is otherwise inappropriate;

(ii) any false or inaccurate information, or impersonates another person or entity, or misleads as to or disguises the identity of the user;

(iii) personal information (such as social security numbers, addresses, phone numbers, etc.);

(iv) confidential information of Reqoop, its Directors, officers, affiliated partners, or agents;

(v) any chain letters, pyramid schemes, spam, contests, or advertisements, promotional or commercial material of any kind;

(vi) material that violates anyone’s proprietary rights, including material that offers unauthorized downloads of any copyrighted or private information;

(vii) any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware;

You also agree not to engage in any other conduct that interferes with the Services or that restricts or inhibits any other person from using or enjoying the Services;

YOU REPRESENT AND WARRANT THAT YOU WILL NOT, UNDER ANY CIRCUMSTANCE, PROVIDE ANY USER CONTENT TO WHICH YOU DO NOT HAVE THE FULL RIGHT TO GRANT THE LICENSE SPECIFIED ABOVE IN THIS AGREEMENT, AND THAT REQOOP (AND ITS PARTNERS AND AFFILIATES) ARE FREE TO EXERCISE ITS RIGHTS TO YOUR USER CONTENT UNDER THIS AGREEMENT WITHOUT OBTAINING PERMISSION OR LICENSE FROM ANY THIRD PARTY AND WITHOUT REFERENCE TO YOU OR ANY OTHER PERSON. IF ANY ROYALTIES ARE PAYABLE TO ANY THIRD PARTY FOR EXPLOITATION OF USER CONTENT POSTED BY YOU, YOU SHALL BE RESPONSIBLE FOR AND PAY SUCH ROYALTIES.

6. Users’ Responsibility for Content

All User Content is the sole responsibility of the User. Reqoop is not required to edit or control User Content that you and other Users share with Reqoop, and is not in any way responsible or liable for User Content, including, but not limited to, loss or damage of any kind that any person may incur as a result of use or reliance on the User Content. You understand that, as a User, you may be exposed to User Content that you find offensive, indecent, or objectionable and that such User Content is not the responsibility of Reqoop.

7. Removal of Content

Reqoop does not endorse any User Content or any opinion, recommendation, or advice expressed therein, and we expressly disclaim any and all liability in connection with any User Content. We reserve the right to decide whether Content is appropriate and complies with the Terms, and may remove such Content and/or terminate your access for uploading material in violation of the Terms at any time without prior notice.

8. Points, Rewards and Prizes

Reqoop may offer promotions through which Users may earn rewards, prizes and other goods and services (“Rewards”). Participation in these Rewards is purely optional and at Users’ discretion.

Each Reward will be subject to its own rules, restrictions and winning criteria for User participation, including but not limited to: the eligibility for User participation, the dates and times that User participation is allowed, the physical location(s) that participation is required at, the actions that Users are required to take to participate, the criteria by which winner(s) will be chosen, the prize(s) and redemption methods, and any disqualifying criteria. By participating in a given Reward, a User agrees to abide by the rules of the given Reward. Participation in Reqoop Rewards is additionally subject to the Reqoop Terms of Service agreement. Reqoop reserves the right to disqualify Users if their entries include profanity, vulgarity, or other unacceptable User Content.

Examples of Rewards may include Users performing actions such as visiting a physical location or a series of physical locations; taking, uploading and adding appropriate data to a photo which is then shared with Reqoop; or answering questions correctly. Participation criteria are not limited to these or any combination of these. Prizes will be awarded to Users based on compliance with the Reward participation criteria listed in the rules of the Reward.

Reqoop reserves the right to make sole determination to the best of our ability whether Users have undertaken fraudulent means of participation in Reqoop Rewards (ie. “cheating”), and reserves the right to select new winners or refrain from awarding a prize altogether. Reqoop additionally reserves the right to cancel a given promotion for any reason at its sole discretion.

Reqoop is the sponsor of all Rewards unless otherwise stated within Reward rules and the inclusion of physical stores, brands or designers as prizes or otherwise does not constitute endorsement of any kind. In addition, from time to time, various entities may sponsor reward points, offers and other rewards as part of a Service ("Sponsors"). YOU HEREBY WAIVE AND DISCLAIM ANY AND ALL LIABILITY CLAIMS AGAINST SPONSORS RELATING IN ANY WAY TO YOUR USE OF THE SERVICES OR ANY SUCH REWARDS. You agree that Sponsors are third party beneficiaries of the Terms, and may enforce its provisions directly.

9. Accuracy

Excluding User Content, the information on the Services is believed to be complete and reliable; however, the information may contain typographical errors, pricing errors, and other errors or inaccuracies. We will use reasonable efforts to correct errors as soon as practicable. We reserve the right to: (i) revoke any stated offer; (ii) correct any errors, inaccuracies, or omission; and (iii) make changes to content, promotion offers, product descriptions or specifications, or other information without obligation to issue any notice of such changes. We also reserve the right to limit quantities (including after a Reward has been created and/or acknowledged) and to revise, suspend, or terminate an event, promotion, or reward at any time without notice (including after an order has been submitted and/or acknowledged). The inclusion of any products, services and/or experiences on the Services at a particular time does not guarantee that the products, services and/or experiences will be available. If a Reward, product, service and/or experience offered by us is not as described, your sole remedy is to Reqoop Technical Support or Customer Service.

10. Non-Endorsement of Third Parties

The Site, the Application and the Services may contain or reference links to other websites on the Internet. You acknowledge that we have no control over such websites and that we are not responsible for the accuracy, content, legality, or any other aspect of any linked website. In no event shall any reference to any third party, third party website, or third party product or service be construed as an approval or endorsement by us of that third party, third party website, or of any product or service provided by a third party.

Reqoop may additionally reference Third Party businesses, such as boutiques (“Third Party Business”). You agree that we do not endorse any Third Party Business and that we are not responsible for the User Content posted in reference to any Third Party Business. As such, Third Party Businesses are not subject to these Terms. You agree that you are solely responsible for adhering to any business guidelines or policies of Third Party Businesses.

11. Copyright Infringement and DMCA Policy

Reqoop has the utmost respect for the intellectual property rights of others. If you believe that material accessible through Reqoop Services infringes upon your or anyone else’s intellectual property rights, you are encouraged to notify Reqoop in accordance with the Digital Millennium Copyright Act (17 U.S.C. § 512) (DMCA). For more information, please view our DMCA Policy. Reqoop will respond to all notices as required or appropriate by removing the infringing material. Reqoop will terminate a visitor’s access to and use of the Services if, under appropriate circumstances, the visitor is determined to be a repeat infringer of the copyrights or other intellectual property rights of others.

Please also note that under applicable law, 17 U.S.C. 512 (f), any person who knowingly materially misrepresents that material or activity is infringing may be subject to liability.

12. Disclaimer of Warranties

You expressly understand and agree that:

Reqoop, its respective officers, directors, employees, and successors, are not and shall not be at any time responsible or liable for any loss or damage of any kind, (including personal injury or death), whether in tort, contract, or strict liability, arising out of or related to any User Content, or to any act or omission by Users of Reqoop, by Reqoop or by any third party or by any of the equipment or programming associated with or utilized by Reqoop. Any content submitted by our Users does not necessarily reflect the opinions or policies of Reqoop.

Reqoop assumes no responsibility for any error, omission, interruption, delay, communications line failure, deletion, defect, delay in operation or transmission, theft or destruction or unauthorized access to, or alteration of, any User Content or other User communications. Reqoop is not responsible for any problems or technical malfunction of any telephone or cable network or lines, computer systems, servers or providers, computer equipment, software, failure of any email or players due to technical problems or traffic congestion on the Internet or on Reqoop, including any injury or damage to User's or other person's computer related to or resulting from participation on or through Reqoop.

REQOOP, ITS CONTENT AND ALL TEXT, IMAGES, MERCHANDISE, AND OTHER INFORMATION ON, ACCESSIBLE FROM OR AVAILABLE THROUGH THIS SITE ARE PROVIDED ON AN "AS AVAILABLE" AND "AS IS" BASIS. REQOOP EXPRESSLY DISCLAIMS WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. SPECIFICALLY, BUT WITHOUT LIMITATION, REQOOP DOES NOT WARRANT THAT: (i) THE INFORMATION AVAILABLE ON THIS SITE IS FREE OF ERRORS; (ii) THE FUNCTIONS CONTAINED ON THIS SITE WILL BE UNINTERRUPTED OR FREE OF ERRORS; (iii) DEFECTS WILL BE CORRECTED, OR (iv) THIS SITE OR THE SERVER(S) THAT MAKE IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. NO FURTHUR INFORMATION OBTAINED BY YOU FROM REQOOP OR THROUGH ITS SERVICES, WHETHER WRITTEN OR ORAL, WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN.

ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE REQOOP SERVICES OR SOFTWARE IS ACCESSED AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR AND HEREBY WAIVE ANY AND ALL CLAIMS AND CAUSES OF ACTION WITH RESPECT TO ANY DAMAGE TO YOUR COMPUTER SYSTEM, INTERNET ACCESS, DOWNLOAD OR DISPLAY DEVICE, OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL.

13. Limitations of Liabilities

In no event will Reqoop, its agents, suppliers or licensors, be directly liable with respect to any subject matter of this agreement under any contract, negligence, strict liability or other legal or equitable theory for any indirect, special, incidental, consequential or special damages (including damages for loss of business or loss of profits or loss of use) arising out of the use or inability to use Reqoop or any information contained therein or stored or maintained by Reqoop, whether based upon warranty, contract, tort, or otherwise. The above limitation on liability applies even if the damages are foreseeable, and whether or not Reqoop may have been informed of the possibility of such damages. The foregoing shall not apply to the extent prohibit by applicable law. IN NO EVENT WILL REQOOP’S CUMULATIVE LIABILITY TO YOU, FOR ALL CLAIMS REGARDLESS OF TYPE, EXCEED TWENTY DOLLARS ($20).

You hereby acknowledge that the preceding paragraph shall apply to all content, merchandise, products, services and experiences available through Reqoop.

14. Exclusions

Because some states do not allow limitations on implied warranties or the exclusion or limitation of certain damages, in such states some or all of the above disclaimers or exclusions may not apply and liability will be limited to the fullest extent permitted by applicable law.

15. Indemnification

By using this Site, you agree to indemnify, defend, and hold harmless, Reqoop and its respective officers, directors, employees, successors, agents, subsidiaries, partners, contractors, vendors, manufacturers, distributors, representatives, and affiliates from any claims, damages, losses, liabilities, and all costs and expenses of defense, including but not limited to, attorneys' fees, resulting directly or indirectly from a claim (including without limitation, claims made by third parties for infringement of intellectual property rights) by a third party that arises in connection with (i) your use or misuse of the Services; (ii) a dispute with a User; (iii) your breach of the Terms of Use; (iv) your violation of any law or the rights of a third party; or (v) your User Content. You agree to cooperate as fully as reasonably required in the defense of any claim. Reqoop reserves the right to assume the exclusive defense and control of any matter subject to indemnification by you for which you will remain responsible for indemnifying and holding harmless.

16. Right to Modify the Terms of Service

Reqoop reserves the right to modify these Terms of Service from time to time as deemed necessary. In the event of a modification to the Terms of Service, Reqoop will send notification to all registered Users. Users will be given the opportunity to delete their account if they do not wish to agree to the newly modified Terms of Service. Your continued use of the Services following notification of these changes to the Agreement constitutes acceptance of those changes. Reqoop may also, in the future, offer new services and/or features. Such new services and/or features shall be subject to the terms and conditions of this Agreement.

17. Termination of Account, Cancellation of Account

If you would like us to delete your Account, please contact us at support@reqoop.com and provide your email address. We will delete your account within 45 days. We reserve the right to maintain any records we deem necessary to protect our rights or the rights of others, to prevent harm to persons or property, or to fight fraud.

Reqoop may terminate this Agreement at any time. Without limiting the foregoing, Reqoop shall have the right to immediately terminate or suspend any passwords or accounts of a User, in the event of any conduct by a User which Reqoop, in its sole discretion, considers to be unacceptable, or in the event of any breach by a User of this Agreement. Provisions 1, 2, 3, 4, 5, 6, 7, 8, 9, 10, 11, 12, 13, 14 and 15 of this Agreement will survive termination of this Agreement.

18. International Use

We make no representation that information on this Site is appropriate or available for use outside the United States. Those who choose to access the Services from outside the United States do so on their own initiative and are responsible for compliance with local laws, if and to the extent local laws are applicable.

19. Jurisdiction

For all purposes of this Agreement, the parties consent to exclusive jurisdiction and venue in the United States Federal Courts or State Courts located in the Southern District of New York.

20. Arbitration

By using Reqoop Services, you agree that: (i) any claim, dispute, or controversy a User may have against Reqoop arising out of, relating to, or connected in any way with this Agreement or use of the Services, shall be resolved exclusively by final and binding arbitration administered by the American Arbitration Association (“AAA”) and conducted before a single arbitrator pursuant to the applicable Rules and Procedures established by AAA (“Rules and Procedures”); (ii) the arbitration shall be held at a location determined by AAA pursuant to the Rules and Procedures (provided that such location is reasonably convenient for User), or at such other location as may be mutually agreed upon by the User and Reqoop; (iii) the arbitrator shall apply New York law consistent with the Federal Arbitration Act and applicable statutes of limitations, and shall honor claims of privilege recognized at law; (iv) there shall be no authority for any claims to be arbitrated on a class or representative basis; arbitration can decide only the User’s and/or Reqoop’s individual claims; and the arbitrator may not consolidate or join the claims of other persons or parties who may be similarly situated; (v) in the event that the User is able to demonstrate that the costs of arbitration will be prohibitive as compared to the costs of litigation, Reqoop will pay as much of the User’s filing and hearing fees in connection with the arbitration as the arbitrator deems necessary to prevent the arbitration from being cost-prohibitive; and (vi) with the exception of subpart (iv) above, if any part of this arbitration provision is deemed to be invalid, unenforceable or illegal, or otherwise conflicts with the Rules and Procedures established by AAA, then the balance of this arbitration provision 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, subpart (iv) is found to be invalid, unenforceable or illegal, then the entirety of this Arbitration Provision shall be null and void, and neither User nor Reqoop shall be entitled to arbitrate their dispute.

21. Miscellaneous

This Agreement and any operating rules for Users in Reqoop Rewards that are established by Reqoop constitute the entire agreement of the parties with respect to the subject matter hereof. No waiver by Reqoop of any breach or default hereunder is a waiver of any preceding or subsequent breach or default. The section headings used herein, or in the future, are for convenience only and shall be of no legal force or effect. If a court of competent jurisdiction holds any provision of this Agreement invalid, such invalidity shall not affect the enforceability of any other provisions contained in this Agreement, and the remaining portions of this Agreement shall continue in full force and effect. The failure by Reqoop to exercise any of its rights under this Agreement shall not be deemed a waiver or forfeiture of such rights or any other rights provided hereunder.

Effective: September 3, 2011