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ZIFF DAVIS, LLC TERMS OF USE

Effective October 18, 2023

NOTE: THE ZIFF DAVIS TERMS OF USE HAVE BEEN UPDATED. PLEASE REVIEW THE UPDATED
TERMS OF USE CAREFULLY BEFORE USING THE ZIFF DAVIS SERVICES. BY USING ANY OF THE
ZIFF DAVIS SERVICES, YOU CONSENT TO THE TERMS OF THE UPDATED TERMS OF USE.

PLEASE READ THESE TERMS OF USE (“TERMS”) CAREFULLY BECAUSE THEY DESCRIBE YOUR
RIGHTS AND RESPONSIBILITIES AND, TOGETHER WITH ALL THE OTHER TERMS AND
CONDITIONS REFERRED TO BELOW, FORM A LEGALLY BINDING AGREEMENT BETWEEN YOU AND
(ZIFF DAVIS, LLC) REGARDING YOUR USE OF THE ZIFF DAVIS, LLC WEBSITE(S) AND OTHER
SERVICES.

THESE TERMS CONTAIN A BINDING ARBITRATION CLAUSE AND A CLASS ACTION WAIVER.

SECTION 17 CONTAINS AN IMPORTANT NOTE TO NEW JERSEY CONSUMERS.

IF FOR ANY REASON, YOU ARE UNABLE OR UNWILLING TO AGREE TO ALL OUR TERMS OF USE,
PLEASE IMMEDIATELY STOP USING OR ATTEMPTING TO USE OUR WEBSITE AND OTHER
SERVICES, BECAUSE IF YOU CONTINUE, YOU WILL BE AGREEING TO EVERYTHING IN OUR
TERMS OF USE.


1. GENERAL

These Terms govern your use of the interactive websites, mobile and connected
applications, software, and all other online interactive features and services,
including, but not limited to, emails, newsletters, forums, communities,
sweepstakes and contests (collectively, the “Services”) operated by Ziff Davis,
LLC and its subsidiaries (collectively “Ziff Davis” “we” “us” or “our”).
Additional terms and conditions of use applicable to specific areas of the
Services may also be posted in such areas and, together with these Terms, govern
your use of those areas and are referred to collectively as the “Agreement.”

These Terms cover the following Ziff Davis websites and mobile applications:

 * Ziff Davis
 * AskMen, AskMen Canada, AskMen UK, AskMen Australia
 * PCMag, PCMag UK, PCMag Australia
 * Lifehacker
 * Geek
 * ExtremeTech
 * TechBargains
 * Mashable
 * Offers.com
 * Credit Cards Explained
 * CouponCodes.com
 * Black Friday
 * The Black Friday
 * Deals of America
 * Best Gifts
 * Mashable Shop
 * RetailMeNot
 * IGN, IGN Canada, IGN UK, IGN Australia
 * Spiceworks
 * Spiceworks Community
 * Spiceworks Ziff Davis (SWZD)
 * Aberdeen Strategy & Research
 * B2B Ideas
 * IT ResearchOnline
 * ReadITQuik
 * TechHubBox
 * Technology-Signals
 * Ziff Davis Performance Marketing

Applications:

 * RetailMeNot
 * IGN Core
 * IGN Playlist
 * TechBargains

We reserve the right, in our discretion, to change or modify all or any part of
the Agreement at any time, effective immediately upon notice published on this
page. Your use of the Services constitutes your binding acceptance of these
terms and conditions, including any changes or modifications made by Ziff Davis
as permitted above. Please be sure to review the Agreement periodically to
ensure familiarity with the most current version. If at any time the terms and
conditions of the Agreement are no longer acceptable to you, you should
immediately cease all use of the Services. It is your responsibility to refer to
the Agreement upon accessing the Services.

COPPA: The Services are directed to teenagers and adults and are not directed to
children under the age of 13. You must be 13 years of age or older to use the
Services outside of the European Union and European Economic Area, and 16 years
of age or older in the European Union and European Economic Area. Ziff Davis
complies with the Children’s Online Privacy Protection Act and does not permit
registration by, and will not knowingly collect personally identifiable
information from, anyone under 13. By registering for any Services, you
represent and warrant that you are 13 years of age or older or, if you reside in
the European Union or European Economic Area, 16 years of age or older.
Additionally, you must provide true, accurate and complete registration
information to become a member of the Services (“Member”). Creating a Member
account if you are under the age of 13 outside of the European Union and
European Economic Area or 16 in the European Union and European Economic Area,
under automated means or under false or fraudulent pretenses constitutes
unauthorized use of the Services, and such accounts will be deleted by Ziff
Davis.

As part of the registration process, you may be asked to select a username and
password and you will be responsible for keeping your password secure and for
all activities occurring under your username.. We may refuse to grant you a
username that impersonates someone else, violates or infringes on the trademark
or proprietary rights of a third party, or is vulgar, offensive, or otherwise
inappropriate, as determined by us in our sole discretion. You agree that your
username and password is personal to you and should not be used to provide
access to the Services to any other person or entity.

By using the Services, you agree to: (a) provide accurate and complete
information about yourself as prompted by the registration form for a Service
(“Registration Data”), (b) maintain and promptly update the Registration Data to
keep it accurate and complete, and (c) maintain the security of your password.
In the event you compose a profile upon registering for the Services (a “Member
Profile”), such profile must describe you, an individual person. Examples of
inappropriate profiles include, but are not limited to, profiles that purport to
represent an animal, place, inanimate object, fictional character, or real
individual who is not you.

Access to the Site and Services:  

Ziff Davis strives to allow access to the Site 24 hours a day, 7 days a week,
apart from necessary maintenance operations and possible breakdowns. Ziff Davis
is only bound by an obligation to make every effort to provide access to the
Site and the Services and cannot be held responsible, and declines all
responsibility, for any and all inaccessibility of the Site, interruption or
temporary stoppage of Services. This could occur and would not be a violation of
its contractual obligations under these terms and Conditions or its legal
obligations, in particular in terms of the security of personal data, and this,
whatever their nature (including without limitation computer viruses, unlawful
intrusion into an automated data processing system, temporary stoppage of the
service, etc.).

Ziff Davis cannot guarantee the continuity of the Site, its permanence, or its
compatibility with your operating system or your browser. You acknowledge that
you are solely responsible for the proper functioning of your equipment.

For Shopping Services:

Certain Ziff Davis sites allow you to purchase products (“Products”). Such
Products and pricing on the sites may change at any time without prior notice to
you. You agree that you will only purchase Products on the sites for your own
use and enjoyment or as a gift for another person, that all information you
submit through the sites is complete, accurate, current and true and that you
are not barred from receiving Products under applicable law. Some Products you
purchase may be used or contain used parts. Certain software or other materials
that you purchase through the sites may be subjected to further export controls.
You agree to comply with all applicable export and re-export restrictions, laws
and regulations and will not encourage, assist, or authorize the transfer of
such products to a prohibited country in violation of law, rule or regulation.
Please be advised that an order confirmation to you does not signify acceptance
of your order, nor does it constitute confirmation of an offer to sell. At any
time after receipt, your order may be accepted, declined, or quantity
restrictions or other limits may be placed on your order for any reason. If you
are charged for an order that has been canceled, you may seek a refund for the
full amount of the canceled portion of such order. While we strive to make all
information on the sites as accurate as possible, we do not warrant that Product
descriptions or other content is accurate, complete or error free. Promotions
and availability of products are subject to change and we cannot confirm the
availability or price of an item until you place your order. For more
information please see our return policy. Please also be advised we do not
operate a call center.  

Participation; Adding and Using Vouchers and Discount Codes:  

Members are encouraged to play an active role on the Site and have the
possibility of posting Discount Coupons, Refund Offers on the Site as well as
publishing Opinions concerning their online shopping experiences on merchant
sites, subject to compliance with the conditions described in this Agreement.

Coupons and discount codes may be added by Members of the Site. Their
distribution is subject to validation. Members of the Site undertake to add
coupons or discount codes with as much detail as possible and not to add
personalized coupons or discount codes (i.e. a code for the single use of the
person).  Ziff Davis reserves the right to modify and delete the voucher at any
time.

The use of vouchers and discount codes implies that the user of the Site clicks
on the buttons “Display the code and launch the site” or “display the site” or
even on the graphic banner of the Site. These buttons/links cause the opening in
a new browser window of the merchant site receiving the reduction voucher you
have selected. After each use of a code or discount voucher, the Site invites
you to indicate the correct or incorrect functioning using the interface
provided for this purpose. We also invite you to leave a comment to provide
additional information. These notices will allow us to remove invalid discount
codes.

Under no circumstances can Ziff Davis be held liable for comments made by the
Member on the Site. The Member acknowledges under the terms of the terms and
conditions to be solely responsible for the opinions left on the Site. The
Member undertakes that said opinions shall not infringe the rights and
legitimate interests of a third party. The Member therefore guarantees Ziff
Davis against any recourse based on his remarks and to bear all the costs
resulting from this recourse. These costs include in particular any damages owed
by Ziff Davis in respect of said action as well as attorney’s fees and court
costs.

For RetailMeNot Cash Back Services: 

General. By participating in a RetailMeNot Online Cash Back Rewards Offer and/or
In-Store Cash Back Rewards Offer (each, a “Promotion”), you agree to be bound by
these Cash Back Rewards and Wallet Terms (these “Promotion Terms”) in addition
to the rest of the Ziff Davis Terms of Use and privacy policies. In the event of
a conﬂict between these Promotion Terms and the Ziff Davis Terms of Use, these
Promotion Terms will control. All features may not be available and RetailMeNot
reserves the right, in its sole and absolute discretion, to terminate, end or
cancel any Promotion or other program at any time and without prior notice. Such
termination shall not incur any obligations, consequences, or liabilities,
including but not limited to compensation or payback, on the part of Ziff Davis.

Definitions.

“Activated Rewards Oﬀer” is defined as a Rewards Oﬀer for a Promotion that has
been initiated by you but is not yet completed. In-Store Cash Back receipt
scanning Rewards Oﬀers may activate when you submit a Receipt after a Qualifying
Transaction during the Promotion Period. For other Rewards Oﬀers, activating
such Rewards Oﬀer requires at a minimum clicking the Promotion Link or Link Cash
Back Button, and may require additional steps as described on the Promotion
Landing Page.

“Approved Reward” is defined as a Reward oﬀered under an Activated Rewards Oﬀer
for which RetailMeNot has determined that you: (1) met the eligibility
requirements; (2) completed the required purchase(s); and (3) satisﬁed all other
applicable conditions in order for the Reward to become eligible for
redemption. 

“Bonus Reward” is defined as a bonus Reward oﬀered to certain RetailMeNot
members who complete a qualifying activity or who meet certain criteria, as
deﬁned in a Rewards Oﬀer Card or Promotion Landing Page, in addition to or in
combination with oﬀers for Online Cash Back Rewards, or In-Store Cash Back
Rewards.

“Excluded Items” is defined as with regard to RetailMeNot services, any and all
items that fall within categories, if any, speciﬁed on the Promotion Landing
Page or in the Rewards Oﬀer Card (e.g., the “details” section) as being excluded
from the Minimum Purchase Amount. The determination of whether particular
purchases fall within an excluded category will be determined at RetailMeNot’s
sole discretion. If you are unsure whether a desired item falls within an
excluded category, check the details section of the applicable Rewards Oﬀer Card
and direct any questions to our “Contact Us” form prior to making your online
purchase.

“In-Store Cash Back Rewards” is defined as Rewards that RetailMeNot provides
after receiving a Receipt from Qualiﬁed Transaction, excluding amounts for
returned or canceled purchases, and may sometimes be referred to as “In-Store
Cash Back” or “In-Store Cash Back Rewards” on the RetailMeNot website or app, or
on the Promotion Landing Page.

“Link Cash Back Button” is defined as a virtual button provided on the Promotion
Landing Page or Rewards Oﬀer Card that allows you to activate a Rewards Oﬀer. In
some cases, clicking the Link Cash Back Button may also direct you to the
Merchant’s website.

“Merchant” is defined as the merchant that is speciﬁed on the Promotion Landing
Page.

“Minimum Purchase Amount” is defined as the amount speciﬁed on the Promotion
Landing Page as the minimum purchase amount from the Merchant that is required
to be eligible for the applicable Rewards Oﬀer. The Minimum Purchase Amount
excludes discounts/promos, store points/rewards programs, tax, tip, fees, and
any amount used to purchase Excluded Items.

“Number of Rewards Oﬀers per Person” is defined as (a) for Online Cash Back
Rewards, a limit of twenty (20) Rewards Oﬀers in the aggregate under all
RetailMeNot Promotions in any calendar month and a limit of seven (7) Rewards
per Merchant in any calendar month and (b) for In-Store Cash Back Rewards, a
limit of ﬁfteen (15) Rewards Oﬀers in the aggregate under all RetailMeNot
Promotions in any calendar month, unless otherwise speciﬁed in the Promotion
Landing Page.

“Online Cash Back Rewards” is defined as Rewards that RetailMeNot tracks through
your Internet browser (e.g., tracking cookies), excluding amounts for returned
or canceled purchases, and may sometimes be referred to as “Online Cash Back” on
the RetailMeNot website or app, or on the Promotion Landing Page.

“Promotion Landing Page” is defined as the website or app page that describes
the Promotion and links to these Promotion Terms.

“Promotion Link” is defined as the hyperlink provided on the Promotion Landing
Page of an Online Cash Back Rewards Oﬀer that directs you to the Merchant’s
website.

“Promotion Period” is defined as the period beginning on the start date speciﬁed
on the Promotion Landing Page and ending at the earlier of (1) the time that all
of the Total Rewards Oﬀers available during Promotion have been claimed or (2)
the end date speciﬁed on the Promotion Landing Page. The Promotion Period may be
shortened or extended at RetailMeNot’s discretion. All start and end dates are
based on Central Standard Time, unless otherwise indicated.

“Qualifying Transaction” is defined as a purchase that is (a) in an amount
greater than the Minimum Purchase Amount; (b) from a participating Merchant; (c)
in connection with a Rewards Oﬀer; (d) made via an Online Cash Back Rewards
Offer or submitted through a Receipt; and (e) in RetailMeNot’s sole discretion,
satisﬁes all of the Promotion Terms.

“Receipt” is defined as a proof of purchase from an in-store Qualifying
Transaction with a Merchant during the Promotion Period. To be eligible for an
In-Store Cash Back Reward, the Receipt must (i) be in US dollars and (ii)
clearly display the date; Merchant name; receipt number or other identiﬁer
speciﬁc to that Merchant, that Qualifying Transaction and on that applicate
date; the item(s) purchased; the item price; and total amount spent on the
item(s). The Receipt must clearly display all required information and meet any
other speciﬁed terms to be eligible for an In-Store Cash Back Reward, including
terms displayed on the Promotion Landing Page or Rewards Oﬀer Card. All
decisions regarding whether to issue a Reward and/or accept a Receipt are in
RetailMeNot’s sole discretion.

“Redemption Process” is defined as the steps you must take, as speciﬁed by
RetailMeNot in its sole discretion, in order to redeem Approved Rewards. A
minimum approved balance of $5.01 is required for redemption (the “Minimum
Redemption Amount”). The Redemption Process is further described below.

“Reward” is defined as a reward given by RetailMeNot to you for fulﬁlling the
requirements of the Promotion, as speciﬁed on a Promotion Landing Page and
Rewards Oﬀer Card.

“Rewards Oﬀer” is defined as an oﬀer for a Reward.

“Rewards Oﬀer Card” is defined as the area of a website page or app that
describes a Rewards Oﬀer and may include the Link Cash Back Button, a details
section, and a link to a Promotion Landing Page.

“Rewards Wallet” is defined as the user interface associated with your
RetailMeNot account that will show Activated Rewards, Approved Rewards, and
related information.

“Third-party Service Providers” is deﬁned in Section 7 below.

“Total Rewards available during Promotion” or “Total Rewards Oﬀer” is defined as
the limited quantity of Rewards available under the Promotion, as speciﬁed on
the Promotion Landing Page if the quantity is limited.

Eligibility.  Promotions are available to individual users of RetailMeNot who
are residents of the United States and at least eighteen (18) years of age.
Participation in any Promotion and the opportunity to earn Rewards from any
Promotion are oﬀered at the sole discretion of RetailMeNot. Purchases for resale
or commercial use are excluded from eligibility. Further, Reward earnings are
subject to adjustment to reflect any returns or cancellations of Qualifying
Transactions.  In any calendar month, you are limited to the Number of Rewards
Oﬀers per Person and the amount that may be earned, in the aggregate under all
RetailMeNot Rewards Oﬀers, may be limited.

How to Earn RetailMeNot Cash Back Rewards. Online Cash Back Rewards. To earn
Rewards pursuant to a Rewards Oﬀer for Online Cash Back Rewards, you must: (1)
during the Promotion Period, click on the Promotion Link right before making an
online purchase via the Merchant’s website; (2) complete the online purchase in
an amount equal or greater to the Minimum Purchase Amount; and (3) satisfy any
and all other conditions speciﬁed on the Promotion Landing Page. Upon
veriﬁcation that your purchase qualiﬁes and that you have satisﬁed applicable
requirements, the Reward speciﬁed for the applicable Rewards Oﬀer will be
considered an Approved Reward. YOU MUST CLICK ON THE PROMOTION LINK FOR THE
REWARDS OFFER DURING THE SAME SHOPPING SESSION THAT YOU COMPLETE YOUR PURCHASE
FROM THE MERCHANT. THE PURCHASE MUST BE MADE IN US DOLLARS. IF YOU VISIT OTHER
SITES BEFORE COMPLETING YOUR PURCHASE, OR IF YOU USE COUPON CODES NOT PROVIDED
BY  RETAILMENOT,  YOUR PURCHASE MAY BE ASSOCIATED  WITH A SERVICE OTHER THAN
RETAILMENOT AND YOU MAY NOT BE ELIGIBLE FOR THE REWARD(S). YOU MUST NOT ENABLE
AN AD BLOCKER OR OTHERWISE DISABLE COOKIES ON YOUR COMPUTER, BECAUSE COOKIES ARE
USED TO AUTHENTICATE YOUR PURCHASE.

RetailMeNot In-Store Cash Back Rewards. To earn Rewards pursuant to a Rewards
Oﬀer for In-Store Cash Back Rewards by submitting a Receipt, you must: (1)
Activate the Rewards Oﬀer, if applicable; (2) complete the required purchase via
a Qualiﬁed Transaction; (3) submit a valid, readable Receipt through the
Promotion Landing Page in accordance with the stated terms; and (4) satisfy any
and all other conditions speciﬁed on the Promotion Landing Page or Rewards Oﬀer
Card.

If you complete the obligations in Sections 4(b)(i) and 4(b)(ii) and the Reward
Offer is still available, the Reward specified for the applicable Reward Offer
will be considered an Approved Award.

RetailMeNot Receipt Scanning. You agree to at all times provide accurate and
complete information to RetailMeNot. You agree not to: submit a Receipt that is
false, inaccurate, fabricated, counterfeited, incomplete, tampered with,
adjusted, or otherwise inauthentic for the purpose of seeking to claim a Reward;
redeem, or attempt to redeem, a Reward for products that have not actually been
purchased, or for products that have been returned; submit or attempt to submit
a Receipt that has already been submitted or used by you or another user; or
submit Receipts outside of a Promotion Period, or for a purchase that took place
prior to or after the launch date of a Rewards Oﬀer. 

RetailMeNot may, in its sole discretion, extend or shorten the redemption period
for a Rewards Oﬀer.

As between you and RetailMeNot, the determination as to what transactions are
Qualifying Transactions shall be made by RetailMeNot in its sole discretion.

Bonus Rewards. From time to time, RetailMeNot may oﬀer a Bonus Reward to certain
RetailMeNot members who complete a qualifying activity or who meet certain
criteria, as deﬁned in a Rewards Oﬀer Card or Promotion Landing Page, in
addition to or in combination with oﬀers for Online Cash Back Rewards or
In-Store Cash Back Rewards. For example, RetailMeNot may oﬀer certain Bonus
Rewards to new members who earn an Online Cash Back Reward for the ﬁrst time or
earn certain Online Cash Back Rewards for the ﬁrst time. In order to earn a
Bonus Reward, you must satisfy all criteria set forth for earning the Bonus
Reward as well as the requirements of these Promotion Terms during the promotion
period for the Bonus Reward. RetailMeNot, in its sole discretion, may adjust the
promotion period and/or the bonus amount for Bonus Reward, at any time, without
notice. All decisions by RetailMeNot are ﬁnal and binding on you. Bonus Rewards
are a limited time oﬀer and all criteria must be satisﬁed within the dates of
the Promotion.

Returns, Approvals, and No Ownership. For any Rewards Oﬀer, if you return or
exchange the items purchased, complete your purchase before or after the
Promotion Period, initiate a purchase that results in a chargeback, or fail to
satisfy a Minimum Purchase Amount, or any other conditions speciﬁed on the
Promotion Landing Page or Rewards Oﬀer Card, RetailMeNot reserves the right to
invalidate or withdraw all or part of the Rewards Oﬀer, or reclaim Reward
earnings. The determination of whether or not a purchase qualiﬁes for the
Rewards Oﬀer and whether applicable conditions have been satisﬁed is at the sole
discretion of RetailMeNot. In the event of a dispute, you may be required to
provide your order conﬁrmation as proof of purchase. Order confirmations must be
provided within six (6) months from the purchase date to qualify for this
review. The timing of when RetailMeNot will issue an Approved Reward will vary
based on a number of factors. These factors may include the type of Promotion
pursuant to which a Reward is oﬀered and your account activity as a member of
RetailMeNot. RetailMeNot reserves the right, in its sole discretion, to
determine the order and timing in which to process its conﬁrmation of eligible
purchases. Rewards may be limited where participation exceeds the Total Rewards
Oﬀers available during Promotion or in other cases, as determined by RetailMeNot
in its sole discretion. RetailMeNot also reserves the right, in its sole
discretion, to reevaluate Approved Rewards, at any time, without notice,
including, but not limited to, whether purchases qualify for the Promotion and
whether applicable conditions have been satisﬁed, and RetailMeNot, in its sole
discretion, may adjust or withdraw any Rewards Oﬀers or any Approved Rewards (or
reclaim Reward earnings), at any time, without notice. All decisions by
RetailMeNot are ﬁnal and binding on you.

Participating in a Rewards Oﬀer does not give you ownership or any other legal
claim to any Reward unless and until RetailMeNot, in its sole discretion,
determines that you have met all eligibility criteria and fulﬁlled all
requirements for the Promotion and you have completed the Redemption Process.
Rewards Oﬀers are provided solely by RetailMeNot and are not underwritten or
funded by any other third party. You may not make any claims for Rewards Oﬀers
against Merchants or any other third party. Notwithstanding that Rewards Oﬀers
may include oﬀers of cash, prior to redemption, Rewards Oﬀers and Approved
Rewards have no monetary value and you may not obtain any money or any other
thing of value for any Approved Reward or participation in any Rewards Oﬀer
unless and until you complete the Redemption Process and a payment has been
issued by RetailMeNot for Approved Rewards.

Wallet and Redeeming Rewards. Approved Rewards will be shown in the RetailMeNot
Rewards Wallet. You have no vested rights in Approved Rewards unless and until
you complete the Redemption Process. If your RetailMeNot account is terminated
by RetailMeNot, as provided in these Promotion Terms or the Terms of Use, or if
you elect to close your RetailMeNot account, you will no longer be permitted to
access the Rewards Wallet or redeem Approved Rewards shown therein. You may
redeem Approved Rewards for cash using PayPal or Venmo.

Redeeming for cash to Paypal or Venmo. In order to redeem Approved Rewards for
cash via PayPal or Venmo, you must: (1) have or create a PayPal or Venmo Account
that is linked to the phone number or email address, where applicable, that
RetailMeNot has on ﬁle for you; (2) navigate to the “My Rewards” section of your
account, click “Redeem Rewards”, and then click either “Paypal” or “Venmo”, as
applicable; and (3) perform any actions speciﬁed in the RetailMeNot app or
website, as modiﬁed from time to time in the sole discretion of RetailMeNot. For
example, such actions may include, but are not limited to, authenticating your
account by providing a US based cell phone number with SMS capabilities,
re-entering a password, and clicking the appropriate link or button. Once you
have completed the required steps to redeem Approved Rewards, RetailMeNot will
issue a payment to the PayPal or Venmo Account, as applicable, that is linked to
the email address, or phone number, as applicable, that you provided RetailMeNot
at the time you created your account. An email or text message, where
applicable, will be sent to that email address or phone number, where
applicable, conﬁrming that the payment has been issued. Generally, redemption of
an Approved Reward will result in the issuing of payment within minutes, but in
some cases may require a longer time period. RetailMeNot is not responsible for
lost or stolen payments or for delivery of payments to the wrong PayPal or Venmo
account. 

If an account has not been credited with a Qualifying Transaction in the
previous 12 months, it may be deemed an Inactive Cash Back Account. Accounts
which meet this criteria will be debited a monthly maintenance fee in the amount
of the lesser of $2.00 or the current account balance. Maintenance fees will not
draw the account balance below $0.00. Maintenance fees will be assessed until
the account balance reaches $0.00 or the account becomes an active cash back
user again. 

Forced Redemptions. You are responsible for ensuring compliance with any
limitations or requirements speciﬁed by RetailMeNot from time to time,
including, but not limited to, requirements not to redeem Approved Rewards that
exceed amounts speciﬁed by RetailMeNot. RetailMeNot reserves the right, in its
sole discretion, from time to time, to cause the redemption of Approved Rewards,
in whole or in part, and issue payments to the PayPal or Venmo account linked to
the email address or phone number that you provided RetailMeNot at the time you
created your account, but RetailMeNot undertakes no obligation to do so under
any circumstances. You hereby authorize RetailMeNot to perform any such
redemptions and issue any such payments to the PayPal or Venmo account linked to
the email address or phone number that you provided RetailMeNot at the time you
created your account, automatically and without further action by you.

Abuse and Cancellations. RetailMeNot reserves the right to cancel, suspend
and/or modify a user’s account, entire Promotion, or any part of it, or the
payment of any Rewards amounts at any time without obligation or notice to you,
including, without limitation, if any fraud, technical failures, limit of
available Rewards, gaming, human error or any other factor impairs the
integrity, availability or proper functioning of the Promotion, as determined by
RetailMeNot in its sole discretion. Without limiting anything  in these
Promotion Terms or the Terms of Use, RetailMeNot reserves the right, in its sole
discretion, to disqualify, terminate or suspend the participation in any
Promotion, or otherwise prevent future participation, of any individual it ﬁnds,
or reasonably suspects, to be tampering with the operation of a Promotion
(including by submitting or attempting to submit fraudulent or ineligible
Receipts) or to be acting in violation of the Promotion Terms or any promotion, 
or in behaving in an unethical, dishonest, deceptive or disruptive manner. Any
attempt by any person to deliberately undermine the legitimate operation of the
Promotion may be in violation of criminal and civil law, and, should such an
attempt be made, RetailMeNot reserves the right to seek damages from any such
person to the fullest extent permitted by law. RetailMeNot shall not be liable
to you for any suspension, modiﬁcation or termination of a Rewards Oﬀer,
Approved Rewards, or the Promotion program.

Use of any automated means or more than one account is prohibited and will
result in disqualiﬁcation. In the event of any dispute as to the qualiﬁcation of
potential recipients of a Reward, the authorized account holder of the email
address or phone number provided to RetailMeNot at the time the account was
created will be deemed the qualiﬁed Reward recipient. The “authorized account
holder” is the natural person assigned an email address by an Internet access
provider, online service provider or other organization responsible for
assigning email addresses for the domain associated with the submitted address.
Each potential recipient of Rewards may be required to show proof of being an
authorized account holder.

If your account remains inactive for 24 months, RetailMeNot reserves the right
to permanently close the Account at which time the cash back rewards will be
considered expired and will no longer be eligible for redemption. Before closing
the Account, RetailMeNot will attempt to alert you to the fact that your account
may be shut down due to inactivity.

Premium Services: Certain Services provided by Ziff Davis require registration
and payment (such Services are referred to collectively as the “Premium
Services”). You are responsible for paying any and all charges relating to your
Premium Services account, including without limitation, periodic subscription
fees (the initial fee and automatic renewals). You grant to Ziff Davis’ third
party payment processor(s) permission to charge your credit card (or other
approved payment mechanism) to pay for all such charges. The Premium Service
subscription fee will be billed at the beginning of your subscription and on
each annual, quarterly or monthly renewal thereafter, dependent on the original
subscription term selected at registration, unless you cancel at least ten (10)
days prior to the renewal date pursuant to the process set forth below.

If Ziff Davis does not receive payment from the credit card issuer or its agent,
you agree to pay all amounts due upon our demand. Your card issuer agreement
governs your use of your designated card in connection with the Premium
Services, and you must refer to that agreement and not this Agreement to
determine your rights and liabilities as a cardholder. YOU, AND NOT ZIFF DAVIS,
ARE RESPONSIBLE FOR PAYING ANY AMOUNTS BILLED TO YOUR CREDIT CARD BY A THIRD
PARTY, EVEN IF THEY WERE NOT AUTHORIZED BY YOU.

For Spiceworks and Lead Generation Related Services: 

Except as otherwise set forth herein, the Service is made available to you for:
(a) your personal use; (b) your internal business use; or (c) if you are a
Managed Service Provider (“MSP“), or Value Added Reseller (“VAR”), use in
connection with the commercial support of your customers, in compliance with all
applicable laws, rules, and regulations. If you want to make any other
commercial use of the Service, including but not limited to selling,
distributing, or providing access to the Service for payment, you must enter
into a separate written agreement with Spiceworks or obtain Spiceworks’ written
permission in advance

Access to and use of portions of the Service may require you to open an account
(including setting up a Spiceworks ID and password). To register, you must
provide a valid email address as a Spiceworks ID. You are entirely responsible
for maintaining and promptly updating your registration data to keep it accurate
and complete. You are entirely responsible for maintaining the confidentiality
of your account information, including your password, and for any and all
activity that occurs under your account. You agree to notify Spiceworks
immediately of any unauthorized use of your account or password, or any other
breach of security. However, you will be responsible for losses incurred by
Spiceworks or any other user of the Service due to someone else using your
Spiceworks ID, password, or account.

You, not Spiceworks, has sole responsibility for the accuracy, quality,
integrity, legality, reliability, appropriateness, and intellectual property
ownership or right to use of all your data, and Spiceworks is not responsible or
liable for the deletion, correction, destruction, damage, loss, or failure to
store any of this data. You will not knowingly send or store spam, unlawful,
infringing, obscene, or libelous material, or viruses, worms, Trojan horses, and
other harmful code.

You may not use anyone else’s Spiceworks ID, password, or account at any time
without the express permission and consent of the holder of that Spiceworks ID,
password, or account. Spiceworks cannot and will not be liable for any loss or
damage arising from your failure to comply with these obligations.

By providing us with your email address, you agree to receive all required
notices electronically, to that email address. You agree that any notices,
agreements, disclosures, or other communications that we send to you
electronically will satisfy any legal communication requirements, including that
those communications be in writing.

If you choose to complete a Spiceworks user profile, a project page, or a
profile page, you agree to accurately represent yourself, your background and
experience, your work history and company affiliation, your certifications and
areas of expertise, and any other personal or company information you chose to
share. You also agree not to impersonate any person, company, or entity, or
falsely state or otherwise misrepresent yourself, your age, or your affiliation
with any person, company, or entity.

Please notify us immediately of any compromise or unauthorized use of your
account by emailing security@spiceworks.com. We also have a Help and Support
Center where security bulletins are posted. 

You are solely responsible for the photos, profiles, messages, notes, text,
information, music, videos, plugins, source code, computer software, and other
content that you upload, publish, submit, share, link to, or display
(hereinafter, “post“) on or through the Service, or transmit to or share with
other Members (collectively the “User Content“). You understand and agree that
Spiceworks may, but is not obligated to, review and delete or remove (without
notice) any User Content in its sole discretion, including without limitation
User Content that in Spiceworks’ sole judgment violates the Agreement or which
might be offensive, illegal, or that might violate the rights, harm, or threaten
the safety of Members, users, or others. Spiceworks reserves the right to
disclose any information or take any action necessary to satisfy any applicable
law, regulation, legal process, or governmental request, or to protect the
rights, property, or safety of Spiceworks, its users, and the public. You
understand and agree that you may be exposed to such matters and that you waive
your right to any damages (from any party) related to such exposure. When you
post User Content, you shall be subject to any posted guidelines and/or rules
applicable to the Spiceworks online community, including, but not limited to,
the Spiceworks Community Rules & Guidelines, which may be updated from time to
time. Spiceworks does not represent or endorse the accuracy or reliability of
any User Content or other material posted on any interactive area or elsewhere
on the Services and you acknowledge that any reliance upon such User Content or
other material shall be at your sole risk. Any User Content or other material
placed on any interactive area by users represents the views of the user posting
the statement, and does not represent the views of Spiceworks. You also hereby
grant each Member or user a non-exclusive license to access the User Content you
post through the Service, and to use, reproduce, distribute, prepare derivative
works of, display and perform that content as permitted through the
functionality of the Service and the Site and under the Agreement.
Notwithstanding the foregoing, to the extent your User Content consists of data
inputted by you or your users into the Web-based Offering, the Desktop, or
through use of a Tool for the purpose of facilitating your use of the applicable
Web-based Offering, the Desktop, or the Tool, the licenses set forth in the
preceding two paragraphs are limited to Spiceworks’ use of that data for your
benefit (e.g., to make available or support your use of the Web-based Offering,
Desktop, or Tool), in aggregated, anonymized, or de-identified form that does
not identify you or your company individually and for other uses required by
law.

If you download, install, or access the Desktop or Tools, the following
provisions apply to you.

License. The Desktop and Tools are licensed, not sold, to you for use only under
the terms of the Agreement. Subject to the terms and conditions of and your
ongoing compliance with the Agreement, including without limitation payment of
the applicable fees (if any), Spiceworks hereby grants you a personal, limited,
revocable, non-exclusive, non-transferable license to download, install, and use
the Desktop or Tools on equipment or compatible devices owned or controlled by
you or your Consenting Users, and in each case solely for your personal,
non-commercial use, or, if you are an entity rather than an individual, to allow
your employees and contractors to use the Desktop for the sole benefit of you
and your Consenting Users, if each of those employees or contractors has agreed
to and is bound by the Agreement. “Consenting Users” means individuals who have
authorized you to use the Desktop or Tools in connection with and install any
related components on equipment or compatible devices that they own or control
for the purposes of collecting Collected Data and who have agreed to be bound by
the terms of the Agreement.

The scope of the license granted under the preceding paragraph does not include
the right to use the Desktop or Tools in connection with, in any manner, the
following types of information: (a) payment card information or any information
governed under the Payment Card Industry Data Security Standard; (b) “nonpublic
personal information” as the term is defined in 15 U.S.C. § 6809 or other
information subject to any applicable financial privacy law; (c) protected
health information, as the term is defined in 45 C.F.R. 160.103; (d) Social
Security numbers; or (e) with regard to the processing of personal data subject
to Directive 95/46/EC of the European Parliament and of the Council of 24
October 1995 on the protection of individuals with regard to the processing of
personal data and on the free movement of such data, “sensitive” personal data.
The foregoing data constitutes “Prohibited Data.”

Automatic Updates. The Desktop or Tools may communicate with Spiceworks’ servers
to check for available updates to the software, such as bug fixes, patches,
enhanced functions, missing plugins and new versions. During this process, the
Desktop or Tools may send Spiceworks a request for the latest version
information. By installing the Desktop or Tools, you hereby agree to
automatically request and receive updates from Spiceworks’ servers.

Some personal firewall programs may be configured in such a way as to prevent
the Desktop or Tools from receiving these updates. If the computer on which you
install the Desktop or Tools is so configured, it may be necessary for you to
make an exception entry in the configuration of the personal firewall program to
allow the Desktop or Tools to successfully install and receive these updates.If
you have comments on the Service or ideas on how to improve it, please send
email to support@spiceworks.com.

For IGN Services:

When using IGN Services, you shall be subject to any posted guidelines or rules
applicable to such Services, including but not limited to the Comment Culture
and Moderation and Community How To’s and FAQ’s policies which can be found
under IGN Community Central. All such guidelines or rules are hereby
incorporated by reference into these Terms. Ziff Davis currently provides IGN
users with access to a variety of Services, including but not limited to,
community boards, user pages, wikis, and blogs. Unless explicitly stated
otherwise, any new features or services shall be subject to the Agreement. In
order to use certain Services, you will be required to register with IGN.

Customer Service. For questions about IGN or the IGN Plus service, please visit
the IGN FAQ or contact  IGN Support. 

Payment Obligation and Credit Card Authorization. You are responsible for paying
any and all charges relating to your Premium Services account, including without
limitation, periodic subscription fees (the initial fee and automatic renewals).
You grant to Ziff Davis’ third party payment processor(s) permission to charge
your credit card (or other approved payment mechanism) to pay for all such
charges. The Premium Service subscription fee will be billed at the beginning of
your subscription and on each annual, quarterly or monthly renewal thereafter,
dependent on the original subscription term selected at registration, unless you
cancel at least ten (10) days prior to the renewal date pursuant to the process
set forth below.

For IGN Plus, payment must be made by Visa, MasterCard, American Express, PayPal
or other options as listed on the relevant commerce platform. For the PC Mag
Premium Service, payment must be made by Visa, MasterCard, American Express or
Discover. If Ziff Davis does not receive payment from the credit card issuer or
its agent, you agree to pay all amounts due upon our demand. Your card issuer
agreement governs your use of your designated card in connection with the
Premium Services, and you must refer to that agreement and not this Agreement to
determine your rights and liabilities as a cardholder. YOU, AND NOT ZIFF DAVIS,
ARE RESPONSIBLE FOR PAYING ANY AMOUNTS BILLED TO YOUR CREDIT CARD BY A THIRD
PARTY, EVEN IF THEY WERE NOT AUTHORIZED BY YOU.

Renewal and Cancellation of Your Subscription. You grant to Ziff Davis’ third
party payment processor(s) permission to automatically renew your subscription
and charge your account up to seven (7) days prior to the day on which your
subscription is scheduled to end. You acknowledge and agree that the
authorization to charge your credit card or other payment mechanism for the
Premium Services shall automatically transfer to any successors or assigns of
the Premium Services for substantially similar services at the same property.
You may not assign or transfer your subscription to any other person or entity.
You must be at least 18 years old (or have the permission of a credit card
holder who is) to subscribe for Premium Services.

Cancellation of IGN Plus. For the IGN Plus, you may “opt out” of this automatic
renewal by visiting your Account Settings or the IGN Support. All fees, charges
and sales are final. Once charged to your credit card, the payments are
nonrefundable, except in cases of demonstrated fraud, which will be determined
at Ziff Davis’ sole discretion. You acknowledge that canceling your subscription
for any reason will not immediately terminate access to the IGN Plus and Ziff
Davis will not refund the remaining portion of your subscription. Your
subscription will remain open until the paid period expires.

Trial Memberships. Ziff Davis may occasionally offer promotional trial
memberships to IGN Plus at special discounted prices. If you sign up for a trial
membership, you will be automatically renewed at the normal subscription rate
for IGN Plus at the end of the trial period, unless you cancel at least
twenty-four (24) hours before the end of the trial. You must cancel prior to the
end of your trial to avoid charges to your credit card. We will continue to bill
your credit card for the IGN Plus at the standard IGN Plus rate and renewal term
thereafter, dependent on the original subscription term selected at
registration, until you cancel. For information about canceling your IGN Plus
subscription, visit the IGN Support Center.

ZIFF DAVIS RESERVES THE RIGHT, AT ANY TIME, TO CHANGE ITS FEES AND/OR BILLING
METHODS, INCLUDING THE ADDITION OF SUPPLEMENTAL FEES OR SEPARATE CHARGES FOR
CONTENT, OR SERVICES PROVIDED BY ZIFF DAVIS, EFFECTIVE THIRTY (30) DAYS AFTER AN
ONLINE POSTING ON THE APPLICABLE ZIFF DAVIS SERVICES. ZIFF DAVIS MAY
ADDITIONALLY PROVIDE NOTICE OF BILLING CHANGES VIA EMAIL. YOUR CONTINUED USE OF
THE PREMIUM SERVICES FOLLOWING THE EFFECTIVE DATE OF A CHANGE TO SUCH FEES AND
BILLING METHODS SHALL CONSTITUTE YOUR ACCEPTANCE OF SUCH CHANGE. ZIFF DAVIS IS
NOT RESPONSIBLE FOR ANY FAILURE TO CANCEL YOUR SUBSCRIPTION EITHER IN WRITING BY
EMAIL OR LETTER OR THROUGH THE WEBSITE. YOU AGREE AND ACKNOWLEDGE THAT ZIFF
DAVIS SHALL NOT BE RESPONSIBLE FOR ANY ADJUSTMENTS, REFUNDS OR ACCOUNT
OVERSIGHTS THAT YOU HAVE NOT SUBMITTED TO US AS DESCRIBED IN THESE TERMS WITHIN
60 DAYS OF SUCH OCCURRENCE OR LACK THEREOF.

Termination of Your Subscription. You acknowledge that Ziff Davis, in its sole
discretion, may terminate your user ID, password, account (or any part thereof)
or use of the Premium Services for a variety of reasons, including, without
limitation, if Ziff Davis believes that you have violated or acted
inconsistently with the letter or spirit of the Agreement. Ziff Davis may also,
in its sole discretion, at any time discontinue providing the Premium Services,
or any part thereof, with or without notice. You agree that any termination of
your access to the Premium Services under any provision of the Agreement may be
effected without prior notice, and acknowledge and agree that Ziff Davis may
immediately deactivate or delete your account and/or bar any further access to
the Premium Services. If your account is terminated by Ziff Davis, it will not
be automatically renewed and access will be terminated, without refund. Further,
you agree that Ziff Davis shall not be liable to you or any third-party for
termination of your access to the Premium Services. YOU AGREE AND ACKNOWLEDGE
THAT ZIFF DAVIS SHALL NOT BE RESPONSIBLE FOR ANY ADJUSTMENTS, REFUNDS OR ACCOUNT
OVERSIGHTS PAST SIXTY (60) DAYS OF SUCH OCCURRENCE.

Subscriber Information. You agree to provide and maintain true, accurate,
current and complete information about yourself as prompted by the Premium
Services registration process. You must promptly inform Ziff Davis of any of the
following: changes in the expiration date of any credit card used in connection
with the Premium Services; changes in home or billing address; and apparent
breaches of security, such as loss, theft, or unauthorized disclosure or use of
an ID or password. You agree to notify Ziff Davis immediately upon learning of
any potential breach of your Premium Services account.

Use Restrictions. The material and content on the Premium Services is for the
private, non-commercial enjoyment of Premium Services Members only. Any other
use is strictly prohibited. Ziff Davis spends a great deal of time and money to
obtain the information appearing on our sites. You agree that you will not
intentionally or unintentionally copy, publish, or in any way make available
publicly any news, pictures, interviews, features, or any other information,
content or materials from the Premium Services, without express written
permission from Ziff Davis. You agree that if you do so, Ziff Davis reserves the
right to cancel your subscription to the Premium Services immediately without
refund. Additionally, reuse of copyrighted information (including but not
limited to pictures, interviews, features, videos, audio, etc.) will be
prosecuted to the fullest extent of the law.


2. YOUR USE OF CONTENT

You acknowledge that the Services contain information, software, articles,
reviews, content, photographs, audio and video clips, graphics, links, logos,
trademarks, the “look and feel” of our websites, applications and software and
other material (collectively, the “Content”) protected by copyright, trademark
and/or other proprietary rights of Ziff Davis or third parties. All Content on
the Services is protected by applicable copyright laws. You agree to comply with
all copyright laws and any copyright notices, information, or restrictions
contained in any Content available on or accessed through the Services. Users of
the Services may use the Content only for their personal, noncommercial use.
Businesses, organizations or other legal entities may not become Members, and
are not permitted to use the Services for any purpose, including but not limited
to collecting usernames and/or email addresses of Members by electronic or other
means for the purpose of sending unsolicited email and unauthorized framing of,
or linking to, the Services or users on the Services. Please refer to
our Linking Policy for more information on linking and use of Content.

Except as expressly permitted, you may not (i) modify, publish, transmit,
reproduce, create derivative works from, distribute, perform, display, adapt,
aggregate, sell, transfer or in any way exploit any of the Content, code or
Material (defined below), in whole or in part, (ii) use any robot, spider, site
search and/or retrieval application, or other device to crawl, scrape, database
scrape, screen scrape, harvest, gather, extract, retrieve or index any portion
of the Services, or (iii) use any text, code, image, audio, video, or other
content from any portion of the Services (a) for data set creation, analysis, or
manipulation (including activities sometimes called “data mining,” “text and
data mining,” or “TDM”) and/or (b) in connection with the development or
operation of any software program, including but not limited to any artificial
intelligence or machine learning model, software, or process (such as training,
fine-tuning, embedding, and the like), either directly or indirectly, including
through a third party (including use of a third-party dataset created in any
part by prohibited means). Content consisting of downloadable or web-based
software may not be reverse engineered unless specifically authorized by the
owner of the software’s patent and/or copyright. You also agree not to
circumvent, disable or otherwise interfere with any security related features of
the Services or the Content, including features that prevent or restrict use or
copying, or that enforce limitations on use.

You may not probe, scan, or test the vulnerability of the Service or any network
connected to the Service, nor breach the security or authentication measures of
the Service or any network connected to the Service. You may not reverse
look-up, trace, or seek to trace any information on any other user of or visitor
to the Service, or any other customer, including any account not owned by you,
to its source, or exploit the Service or any service or information made
available or offered by or through the Service, in any way where the purpose is
to reveal any information, including but not limited to personal identification
or information, other than your own information, as provided for by the Service.
You agree not to use any device, software, or routine to interfere or attempt to
interfere with the proper working of the Service or any transaction being
conducted on the Service, or with any other person’s use of the Service. You may
not forge headers or otherwise manipulate identifiers in order to disguise the
origin of any message or transmittal you send to us on or through the Service or
any service offered on or through the Service. You may not pretend that you are,
or that you represent, someone else, or impersonate any other individual or
entity. You may not use the Service or any Content for any purpose that is
unlawful or prohibited by these Terms of Use, to solicit the performance of any
illegal activity, or for other activity that infringes our rights or others.

You may only post on the Services content owned by you (such as your original
statements or video clips), content for which you have received express written
permission from the owner and content in the public domain (collectively,
the “Material”). You assume all risk and responsibility for determining whether
any Material is in the public domain. You hereby grant, transfer and assign to
Ziff Davis and its affiliates, successors, assigns and licensees
(collectively, “Licensee”) a fully-paid, royalty-free, irrevocable, perpetual,
worldwide right and license to publish, distribute, reproduce, transmit, use,
translate, display, perform, modify, revise, create derivative works of and
archive the Material, in any form or media now known or hereafter developed
(including without limitation in print, magnetic or electronic form), including,
but not limited to, as part of the Services or in support of the Services
through advertising or marketing, on any number of occasions in any form, and to
sublicense third parties (including other users of the Services) to do any of
the foregoing with further right of sublicense (the “License”), without credit,
payment or compensation to you and without seeking further permission from you.
You represent and warrant that you are authorized to grant all rights set forth
in the preceding sentence and that the exercise by Licensee of Licensee’s rights
under the License shall not violate any laws, defame or libel any person, invade
any person’s right of privacy or publicity or otherwise violate, misappropriate
or infringe the rights of any person (including but not limited to any copyright
or moral right). You agree that you are solely responsible for the Material that
you post on the Services or transmit to others and agree that you will not hold
Company responsible or liable for any materials or content you access or receive
from other users of the Services.

You may download, copy and make any personal, non-commercial use of the Content
and use that is expressly permitted by the United States Copyright Act of 1976,
as amended (“Copyright Act”) and not prohibited by any section of the Copyright
Act or by any other applicable law, rule or regulation; provided, however, that
you maintain all copyright and other notices contained in such Content; and
provided further that you shall not store electronically any significant portion
of any Content.

To the extent that you provide us with any suggestions, feedback or other
information relating to our business or the Services (including, but not limited
to, suggested new products or services or improvements to existing products and
services), such information is provided to us on a non-confidential and
unrestricted basis, and you hereby grant to the Licensee (as defined above) a
non-exclusive, worldwide, perpetual, royalty-free, fully transferrable and
sublicensable right and license to reproduce, display, distribute, use and fully
exploit such suggestions, feedback and information. For questions regarding use
of Content please email Brand_Licensing@ziffdavis.com.


3. RULES OF CONDUCT

Ziff Davis has the right, but not the obligation, to investigate any illegal
and/or unauthorized use of the Services and appropriate legal action may be
taken, including without limitation, civil, and injunctive relief. While
utilizing the Services, you may not:

 * Use the Services for any commercial purpose, to distribute any advertising or
   solicitation of funds or goods and services, or to solicit users to join
   competitive online services;
 * Post on the Services any links to any external Internet sites that are
   obscene or pornographic, or display pornographic or sexually explicit
   material of any kind as determined by Ziff Davis;
 * Post or transmit through the Services any Material that violates or infringes
   another person’s intellectual property rights (including, but not limited to,
   third party music, videos, photos or other materials where you do not have
   written authority from the owner to post or transmit such materials);
 * Post or transmit any Material that contains any advertising, promotional
   materials, “junk mail”, “spam”, “chain letters”, “pyramid schemes” or any
   other form of solicitation as determined by Ziff Davis;
 * Reformat, frame or mirror any portion of any web page that is part of the
   Service;
 * Post Material containing restricted or password only access pages, or hidden
   pages or images (those not linked to or from another accessible page);
 * Submit any Material that impersonates a person or entity, falsely implies
   sponsorship or endorsement of that Material by the Services, Ziff Davis
   and/or any third party, falsify or delete any author attributions in any
   Material, or promote any information that you know is false or misleading;
 * Transmit any viruses, worms, defects, Trojan horses or other items of a
   contaminating or destructive nature through the Services or otherwise attempt
   to interfere with the proper working of the Service or the use and enjoyment
   of the Services by other users;
 * Promote an illegal or unauthorized copy of another person’s copyrighted work,
   such as providing pirated computer programs or videos or links to them,
   providing information to circumvent manufacture-installed copy-protect
   devices, or providing pirated music or links to pirated music files;
 * Submit Material, or engage in any activity, that is libelous, defamatory,
   obscene, pornographic, abusive, harassing, threatening, unlawful, or violates
   the rights of any third party (including their rights of privacy or
   publicity) or that promotes or encourages illegal activity, racism, bigotry,
   hatred, physical harm or discrimination of any kind against any group or
   individual; or
 * Harvest or collect email addresses or other contact information of other
   users by electronic or other means.

The above is not a complete list of illegal and/or prohibited uses of the
Service.

Use of the Services is subject to existing laws and legal processes. Nothing
contained in the Agreement shall limit our right to comply with governmental,
court, and law-enforcement requests or requirements relating to your use of the
Services.


4. MANAGING CONTENT

Despite our rights outlined herein, you shall remain solely responsible for all
Material you post. Ziff Davis has no obligation to evaluate, pre-screen and/or
monitor the Material you post, however Ziff Davis reserves the right to edit or
remove any Content or Material on the Services, in whole or in part, and to
disclose any information or take any action necessary to satisfy any applicable
law, regulation, legal process or governmental request or to protect the rights,
property or safety of Ziff Davis, its users and the public. You understand and
agree that you may be exposed to such matters and that you further waive your
right to any damages (from any party) related to such exposure.

Ziff Davis has the right, but not the obligation, to take any of the following
actions in our sole discretion at any time and for any reason without giving you
any prior notice:

 * Restrict, suspend, or terminate your access to all or any part of our
   Services;
 * Change, suspend, or discontinue all or any part of our Services;
 * Refuse, move, edit or remove any Material for any reason;
 * Refuse, move, edit or remove any Content that is available on the Services;
 * Deactivate or delete your account(s) and all related information and files in
   your account(s);
 * Disclose your identity or other information about you to any third party who
   claims that Material posted by you violates their legal rights, including,
   but not limited to, their intellectual property rights or their rights of
   privacy or publicity;
 * Disclose your identity or other information about you to law enforcement
   officials upon request if Ziff Davis determines in its sole discretion that
   such disclosure is in the interest of protecting its users or the public;
 * Establish general practices and limits concerning use of our sites and
   Services.

You agree that Ziff Davis will not be liable to you or any third party for
taking any of these actions. You understand and agree that our Services may
include communications such as advertisements, service announcements and
administrative messages from us or from our partners, and that these are
considered part of the Services.


5. ENDORSEMENT

ZIFF DAVIS MAY RECEIVE A COMMISSION, FEE AND/OR OTHER COMPENSATION ON SOME
CLICKS OR PURCHASES MADE ON, THROUGH OR LINKED FROM THE SERVICES.

THIS MEANS ZIFF DAVIS MAY RECEIVE SOME FORM OF COMPENSATION THROUGH AN
ARRANGEMENT IT HAS WITH A THIRD PARTY IF YOU (i) CLICK ON CERTAIN ADS OR LINKS
ON OUR WEBSITES, EMAILS OR NEWSLETTERS, OR (ii) PURCHASE A PRODUCT OR SERVICE
AFTER CLICKING A LINK.

Ziff Davis does not represent or endorse the accuracy or reliability of any
Content or other material posted on any interactive area or elsewhere on the
Services and you acknowledge that any reliance upon such Content or other
material shall be at your sole risk. Any Content or other material placed on any
interactive area by users represents the views of the user posting the
statement, and does not represent the views of Ziff Davis.

The Services may contain links to sites on the Internet which are owned and
operated by third parties (the “External Site(s)”). You acknowledge that Ziff
Davis is not responsible for the availability of, or the content located on or
through, any External Site, and that your use of such External Sites may be
subject to a third party’s terms and conditions and/or privacy policy. Any
third-party content or a link to a third-party site is not an endorsement of
that content or third-party site. You should contact the site administrator or
webmaster for those External Sites if you have any concerns regarding such links
or the content located on such External Sites.

Typically, we do not directly sell, resell, or license any of the products or
the services that we review, list, or advertise on our sites, and we disclaim
any responsibility for or liability related to them. Your correspondence or
related activities with third parties, including payment transactions and
goods-delivery transactions, are solely between you and that third party. All
product and deal information such as discount, price and availability are
believed to be accurate as of the time of publication and are subject to change.
Please verify these details with the merchant site and check the merchant’s
terms and conditions before you buy. You agree that we will not be responsible
or liable for any loss or damage of any sort incurred as the result of any of
your transactions with third parties. Any questions, complaints, or claims
related to any product or service should be directed to the appropriate vendor.
However, in the event we do sell, resell, or license products or services, any
terms and conditions related to your purchase or license of such products and
services from us or any affiliates will be accessible on the applicable site
page.

Please note that we may allow certain manufacturers to license, use and/or
reprint a Ziff Davis trademark, logo, or a review in whole or in part, in its
own marketing materials and advertisements in exchange for a license fee.


6. INDEMNIFICATION

You agree to indemnify, defend and hold Ziff Davis and its affiliates, and their
respective officers, directors, owners, agents, information providers and
licensors (collectively, the “Ziff Davis Parties”) harmless from and against any
and all claims, liability, losses, damages, costs and expenses (including
attorneys’ fees) incurred by any Ziff Davis Party in connection with:

 * Your use of, or connection to, our Services;
 * Any use or alleged use of your accounts or your passwords by any person,
   whether or not authorized by you;
 * The content, the quality, or the performance of Material that you submit;
 * Your violation of the Agreement or our privacy policies;
 * Your violation of the rights of any other person or entity; or
 * Your violation of any applicable laws, rules or regulations.

Ziff Davis reserves the right, at its own expense, to assume the exclusive
defense and control of any matter otherwise subject to indemnification by you,
and in such case, you agree to cooperate with Ziff Davis’ defense of such claim.


7. TERMINATION OF SERVICE

Ziff Davis reserves the right, in its sole discretion, to restrict, suspend or
terminate your access to all or any part of the Services, including the
discussion areas, at any time for any reason without prior notice or liability.
Conversely, you may terminate your access to the Services at any time by
immediately ceasing use of the Services. If you would like to delete a
particular account on the Services, please review the  What Can I Do to Control
My Information? section of the applicable business privacy policy and use the
contact instructions for the particular property where you with to delete your
account. Once your access terminates, you will have no right to use the
Services. The terms of the Agreement shall survive any termination of your
access. Ziff Davis may change, suspend or discontinue all or any aspect of the
Services at any time, including the availability of any feature, database, or
Content (including the discussion areas), without prior notice or liability.


8. COPYRIGHT POLICY

You may not post, distribute, perform, display, transmit or reproduce in any way
any copyrighted material, trademarks, or other proprietary information without
obtaining the prior written consent of the owner of such proprietary rights.
Ziff Davis has registered a designated agent with the Copyright Office pursuant
to 17 U.S.C. §512(c). 

If you believe that your work has been copied and posted on the Services in a
way that constitutes copyright or trademark infringement, please notify the
designated agent, Ziff Davis, LLC at 114 5th Avenue 15th Floor New York, New
York 10011, Attn: Legal Department fax: (212) 503-5136, or by email:
ZDLegal1@ziffdavis.com and insert “Terms of Use” in the subject line.

A notification of claimed infringement must include the following:

(a) an electronic or physical signature of the person authorized to act on
behalf of the owner of the copyright or trademark interest;

(b) a description of the copyrighted work(s) or trademark(s) that you claim has
been infringed;

(c) a description of where the material that you claim is infringing is located
on the Services (including any additional identifying information such as URLs
and post numbers to assist us in identifying the allegedly infringing material);

(d) your address, telephone number, and email address;

(e) a written statement by you that you have a good faith belief that the
disputed use is not authorized by the copyright or trademark owner, its agent,
or the law; and

(f) a statement by you, made under penalty of perjury, that the above
information in your notice is accurate and that you are the copyright or
trademark owner or authorized to act on the copyright or trademark owner’s
behalf.

If materials you have posted on the Services have been removed due to alleged
infringement of a third party’s intellectual property rights, Ziff Davis will
notify you. If you believe your materials have been wrongly removed, you may
file a counter-notification containing the following:

(a) an electronic or physical signature of the person authorized to act on your
behalf;

(b) a description of the material that has been removed or to which access has
been disabled and where the material was located online before it was removed or
access to it was disabled;

(c) a written statement by you that under penalty of perjury, that you have a
good faith belief that the material was removed or disabled as a result of
mistake or misidentification of the material to be removed or disabled; and

(d) your address, telephone number, and email address; and

(e) a statement that you consent to the jurisdiction of federal district court
for the judicial district in which the address is located, or if your address is
outside of the United States, for any judicial district in which the service
provider may be found, and that you will accept service of process from the
person who provided notification under DMCA 512 subsection (c)(1)(c) or an agent
of such person.

Upon Ziff Davis’ receipt of such counter-notice, Ziff Davis will provide the
complainant with your contact information so that you have the ability to
resolve the issue. Please note that when we forward the counter-notification, it
includes your personal information. If you are concerned about protecting your
anonymity, please consult with an attorney about other options. If the matter
has been resolved or the complainant does not seek a court order within the
statutory time period, we generally will re-post the material.

Ziff Davis reserves the right to remove any materials or content alleged to be
infringing without prior notice, at Ziff Davis’ sole discretion, and without
liability to you.

In appropriate circumstances, Ziff Davis will also terminate your account if you
are determined to be a repeat infringer.

Any person who knowingly misrepresents that material is infringing or that
material was removed or disabled by mistake or misidentification may be subject
to liability.


9. DISCLAIMER OF WARRANTIES; LIMITATION OF LIABILITY

The Services and the Content are distributed on an “as is, as available” basis.
None of Ziff Davis, third party vendors or content providers or their respective
agents makes any warranties of any kind, either express or implied, including,
without limitation, warranties of title or implied warranties of merchantability
or fitness for a particular purpose, with respect to the Services, any Content
or any products or services sold through the Services. Neither Ziff Davis nor
any third party content provider warrants that any files available for
downloading through the Services will be free of viruses or similar
contamination or destructive features. Neither Ziff Davis nor any third party
content provider warrants that any of the goods or services linked to or
advertised in the Services comply with data protection or other relevant
legislation and Ziff Davis accepts no liability whatsoever for any claim arising
from such goods or services.

You expressly agree that the entire risk as to the quality and performance of
the Services and the accuracy or completeness of the Content is assumed solely
by you and Ziff Davis cannot guarantee the continued availability of any
particular component of the Services. You specifically acknowledge that Ziff
Davis is not responsible or liable for any unauthorized access to or alteration
of your materials, data or other transmissions entered into through the Services
or for any threatening, defamatory, obscene, offensive or illegal Content or for
conduct of any other party or for any infringement of another’s rights.

ZIFF DAVIS SPECIFICALLY DISCLAIMS ANY LIABILITY, WHETHER BASED IN CONTRACT,
TORT, STRICT LIABILITY OR OTHERWISE. ZIFF DAVIS, ANY THIRD PARTY CONTENT
PROVIDER AND THEIR RESPECTIVE AGENTS SHALL NOT BE LIABLE FOR ANY DIRECT,
INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE USE OF
OR INABILITY TO USE THE SERVICES, INCLUDING, WITHOUT LIMITATION, LOSS OR
CORRUPTION OF INFORMATION OR DATA, LOSS OF BUSINESS OR LOST PROFITS, LOSS OF
REPUTATION OR GOODWILL, ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE
SERVICES, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY EVEN
IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IF,
NOTWITHSTANDING THE OTHER PROVISIONS OF THIS AGREEMENT, ZIFF DAVIS IS FOUND TO
BE LIABLE TO YOU FOR ANY DAMAGE OR LOSS WHICH ARISES OUT OF OR IS ANY WAY
CONNECTED TO YOUR USE OF THE SERVICES, LIABILITY OF ZIFF DAVIS SHALL IN NO EVENT
EXCEED THE GREATER OF (I) THE TOTAL OF ANY SUBSCRIPTION OR SIMILAR FEES WITH
RESPECT TO ANY SERVICE OR FEATURE OF THE SERVICES PAID IN THE SIX MONTHS PRIOR
TO THE DATE OF THE INITIAL CLAIM MADE AGAINST ZIFF DAVIS, OR (II) ONE HUNDRED
U.S. DOLLARS ($100.00).

IN THE EVENT THAT YOU HAVE A DISPUTE WITH ANOTHER USER RELATED TO, ARISING FROM,
OR IN ANY WAY CONNECTED WITH YOUR USE OF THE SERVICES, YOU RELEASE ZIFF DAVIS
FROM ANY CLAIMS, DEMANDS, AND DAMAGES OF EVERY KIND AND NATURE ARISING OUT OF OR
IN ANY WAY CONNECTED WITH SUCH A DISPUTE, AND AGREE TO HOLD ZIFF DAVIS HARMLESS
IN CONNECTION WITH ANY SUCH DISPUTE.

Some jurisdictions do not allow exclusion of implied warranties or certain
limitations of liability, including for incidental or consequential damages,
punitive or exemplary damages, bodily or moral (reputational) damages, gross
negligence, death or personal injury caused by negligence, personal injury or
loss of or damage to property caused by defective products, fraud and/or
fraudulent misrepresentation, or recklessness, so the above limitations or
exclusions may not apply to you. In such jurisdictions, the liability of Ziff
Davis, third party content providers and their respective agents shall be
limited to the greatest extent permitted by applicable law.


10. MEMBER DISPUTES

You are solely responsible for your interactions with other Members of the
Services. Ziff Davis reserves the right, but has no obligation, to monitor
disputes between you and other Members and to take action (e.g., account
deletion or removal of content posted by a user) if Ziff Davis determines that
there has been a violation of the Agreement or if such action is otherwise
necessary or desirable, in its sole discretion.


11. INTERNATIONAL USE

We make no claims that any Material, Services or any Content is appropriate or
may be downloaded outside of the United States or outside the country where such
Material, Services or any Content was produced. Access to the Material, Services
or any Content may not be legal in certain countries or for certain persons. If
you access any Material, Services or Content from outside of the United States,
you do so at your own risk and are responsible for compliance with the laws of
your jurisdiction. You agree to comply with: (i) all local rules regarding user
conduct on the Internet and acceptable content; and (ii) all applicable laws
regarding the downloading and/or transmission of technical data and other
material from or to the United States and the country in which you are located.


12. NO SUBMISSION OF UNSOLICITED IDEAS

Ziff Davis does not accept unsolicited ideas of any kind, including ideas for:
advertising; promotions; new products, technologies, processes, or materials;
marketing plans; or product names. Please do not send us any such ideas or
materials relating to such ideas. This is to avoid any potential
misunderstanding or dispute should our products or marketing strategies seem
similar to unsolicited ideas submitted to us. If, despite this request, you do
send us any unsolicited ideas or materials, we make no assurances that such
ideas or materials will be treated as confidential or proprietary.


13. BINDING ARBITRATION

In the unlikely event that you’re not satisfied with customer service’s
solution, and you and Ziff Davis are unable to resolve a dispute through the
Informal Dispute Resolution Procedures below, we each agree to resolve the
dispute through binding arbitration or small claims court instead of in courts
of general jurisdiction.

Arbitration is more informal than a lawsuit in court. Arbitration uses a neutral
arbitrator instead of a judge or jury, allows for more limited discovery than in
court, and is subject to very limited review by courts. Unless expressly limited
by this arbitration provision, arbitrators can award the same damages and relief
that a court can award. Any arbitration under this Agreement will take place on
an individual basis; class arbitrations and class actions are not permitted. In
arbitration you may be entitled to recover attorneys’ fees from us to the same
extent as you would be in court.

ARBITRATION AGREEMENT

(1) Claims Subject to Arbitration: To the fullest extent permitted by applicable
law, Ziff Davis and you agree to arbitrate all disputes and claims between us,
except for claims arising from bodily injury or that pertain to enforcing,
protecting, or the validity of your or our intellectual property rights (or the
intellectual property rights of any of our licensors, affiliates and partners).
This Arbitration Agreement is intended to be broadly interpreted. It includes,
but is not limited to:

 * claims arising out of or relating to any aspect of the relationship between
   us, whether based in contract, tort, fraud, misrepresentation or any other
   statutory or common-law legal theory;

 * claims that arose before this or any prior Agreement (including, but not
   limited to, claims relating to advertising);

 * claims for mental or emotional distress or injury not arising out of physical
   bodily injury;

 * claims that are currently the subject of purported class action litigation in
   which you are not a current member of a certified class; and

 * claims that may arise after the termination of this Agreement.

References to “Ziff Davis,” “you,” “we” and “us” in this Arbitration Agreement
include our respective predecessors in interest, successors, and assigns, as
well as our respective past, present, and future parents, subsidiaries and
affiliates (including Ziff Davis, Inc., Ziff Davis, LLC, Everyday Health, Inc.,
Everyday Health Media, LLC, and their affiliates); those entities and our
respective agents, employees, licensees, licensors, and providers of content as
of the time your or our claim arises; and all authorized or unauthorized users
or beneficiaries of Services under this or prior Agreements between us.
Notwithstanding the foregoing, either party may elect to have claims heard in
small claims court seeking only individualized relief, so long as the action is
not removed or appealed to a court of general jurisdiction. This Arbitration
Agreement does not preclude you from bringing issues to the attention of
federal, state, or local agencies. You agree that, by entering into this
Agreement, you and we are each waiving the right to participate in a class
action and to a trial by jury to the fullest extent permitted by applicable law.
This Agreement evidences a transaction in interstate commerce, and thus the
Federal Arbitration Act (9 U.S.C. §§ 1-16) governs the interpretation and
enforcement of this arbitration provision. This Arbitration Agreement shall
survive termination of this Agreement.

(2) Mandatory Pre-Arbitration Notice and Informal Dispute Resolution Procedures:
You and we agree that good-faith, informal efforts to resolve disputes often can
result in a prompt, cost-effective and mutually beneficial outcome. Therefore, a
party who intends to initiate arbitration or file a claim in small claims court
must first send to the other a written Notice of Dispute (“Notice”). A Notice
from you to Ziff Davis must be emailed to dispute.notice@ziffdavis.com (“Notice
Address”).

Any Notice must include (i) the claimant’s name, address, and email address;
(ii) a description of the nature and basis of the claim or dispute; (iii) if you
are submitting the Notice, any relevant facts regarding your use of the Sites,
including whether you have created an account with or receive any newsletters
associated with any of the Sites; (iv) a description of the nature and basis of
the specific relief sought, including the damages sought, if any, and a detailed
calculation for them; and (v) a personally signed statement from the claimant
(and not their counsel) verifying the accuracy of the contents of the Notice.
The Notice must be individualized, meaning it can concern only your dispute and
no other person’s dispute. 

After receipt of a completed Notice, the parties shall engage in a good faith
effort to resolve the dispute for a period of 60 days (which can be extended by
agreement). You and we agree that, after receipt of the completed Notice, the
recipient may request an individualized video settlement conference (which can
be held after the 60-day period) and both parties will personally attend (with
counsel, if represented). If you are unable to participate in the settlement
conference by video, you may attend telephonically upon showing of good cause or
extraordinary circumstances warranting telephonic participation (e.g., inability
to afford equipment or sufficient Wi-Fi due to indigent circumstances). You and
we agree that the parties (and counsel, if represented) shall work cooperatively
to schedule the conference at the earliest mutually convenient time and to seek
to reach a resolution. If we and you do not reach an agreement to resolve the
issues identified in the Notice within 60 days after the completed Notice is
received (or a longer time if agreed to by the parties), you or we may commence
an arbitration proceeding or a small claims court proceeding (if permitted by
small claims court rules).

Compliance with this Mandatory Pre-Arbitration Notice and Informal Dispute
Resolution Procedures section is a condition precedent to initiating
arbitration. Any applicable limitations period (including statute of
limitations) and any filing fee deadlines shall be tolled while the parties
engage in the informal dispute resolution procedures set forth in this Section
13(2). All of the Mandatory Pre-Arbitration Notice and Informal Dispute
Resolution Procedures are essential so that you and Ziff Davis have a meaningful
opportunity to resolve disputes informally. If any aspect of these requirements
has not been met, a court of competent jurisdiction may enjoin the filing or
prosecution of an arbitration. In addition, unless prohibited by law, the
arbitration administrator may not accept, administer, assess, or demand fees in
connection with an arbitration that has been initiated without completion of the
Mandatory Pre-Arbitration Notice and Informal Dispute Resolution Procedures. If
the arbitration is already pending, it shall be administratively closed. Nothing
in this paragraph limits the right of a party to seek damages for non-compliance
with these Procedures in arbitration.

(3) Arbitration Procedure: The arbitration will be governed by applicable rules
of National Arbitration & Mediation (“NAM”) (including the Comprehensive Dispute
Resolution Rules and Procedures and/or the Supplemental Rules for Mass
Arbitration Filings, as applicable) (“NAM Rules”), as modified by this
Arbitration Agreement, and will be administered by NAM. (If NAM is unavailable
or unwilling to do so, another arbitration provider shall be selected by the
parties that will do so, or if the parties are unable to agree on an alternative
administrator, by the court pursuant to 9 U.S.C. §5.) The NAM Rules are
available online at www.namadr.com or by requesting them in writing at the
Notice Address. You may obtain a form to initiate arbitration at:
https://www.namadr.com/content/uploads/2020/09/Comprehensive-Demand-for-Arb-revised-9.18.19.pdf
or by contacting NAM.

We and you agree that the party initiating arbitration must submit a
certification that they have complied with and completed the Mandatory
Pre-Arbitration Notice and Informal Dispute Resolution Procedures requirements
referenced in Section 13(2) and that they are a party to the Arbitration
Agreement enclosed with or attached to the demand for arbitration. The demand
for arbitration and certification must be personally signed by the party
initiating arbitration (and their counsel, if represented).

All issues are for the arbitrator to decide, except as otherwise expressly
provided herein. The arbitrator may consider but shall not be bound by rulings
in other arbitrations involving different customers.

Unless we and you agree otherwise, or the applicable NAM Rules dictate
otherwise, any arbitration hearings will take place in the county (or parish) of
your billing address and you and a Ziff Davis representative will be required to
attend in person. At the conclusion of the arbitration proceeding, the
arbitrator shall issue a reasoned written decision sufficient to explain the
essential findings and conclusions on which the award is based. The arbitrator’s
decision is binding only between you and Ziff Davis and will not have any
preclusive effect in another arbitration or proceeding that involves a different
party. An arbitrator’s award that has been fully satisfied shall not be entered
in any court.

As in court, you and Ziff Davis agree that any counsel representing a party in
arbitration certifies when initiating and proceeding in arbitration that they
are complying with the requirements of Federal Rule of Civil Procedure 11(b),
including certification that the claim or relief sought is neither frivolous nor
brought for an improper purpose.

The arbitrator is authorized to impose any sanctions under the NAM Rules,
Federal Rule of Civil Procedure 11, or applicable federal or state law, against
all appropriately represented parties and counsel. 

Except as expressly provided in the Arbitration Agreement, the arbitrator may
grant any remedy, relief, or outcome that the parties could have received in
court, including awards of attorneys’ fees and costs, in accordance with
applicable law. Unless otherwise provided by applicable law, the parties shall
bear their own attorneys’ fees and costs in arbitration unless the arbitrator
awards sanctions or finds that either the substance of the claim, the defense,
or the relief sought is frivolous or brought for an improper purpose (as
measured by the standards set forth in Federal Rule of Civil Procedure 11 (b)).

(4) Arbitration Fees: The payment of arbitration fees (the fees imposed by the
arbitration administrator including filing, arbitrator, and hearing fees) will
be governed by the applicable NAM Rules, unless you qualify for a fee waiver
under applicable law. If after exhausting any potentially available fee waivers,
the arbitrator finds that the arbitration fees will be prohibitive for you as
compared to litigation, we will pay as much of your filing, arbitrator, and
hearing fees in the arbitration as 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 brought for an improper purpose or asserted in bad faith. You and we agree
that arbitration should be cost-effective for all parties and that any party may
engage with NAM to address the reduction or deferral of fees.

(5) Confidentiality: Upon either party’s request, the arbitrator will issue an
order requiring that confidential information of either party disclosed during
the arbitration (whether in documents or orally) may not be used or disclosed
except in connection with the arbitration or a proceeding to enforce the
arbitration award and that any permitted court filing of confidential
information must be done under seal to the furthest extent permitted by law.

(6) Offer of Settlement: In any arbitration between you and Ziff Davis, the
defending party may, but is not obligated to, make a written settlement offer at
any time before the evidentiary hearing or, if a dispositive motion is
permitted, prior to the dispositive motion being granted. The amount or terms of
any settlement offer may not be disclosed to the arbitrator until after the
arbitrator issues an award on the claim. If the award is issued in the other
party’s favor and is less than the defending party’s settlement offer or if the
award is in the defending party’s favor, the other party must pay the defending
party’s costs incurred after the offer was made, including any attorney’s fees.
If any applicable statute or case law prohibits the shifting of costs incurred
in the arbitration, then the offer in this provision shall serve to cease the
accumulation of any costs to which the party bringing the claim may be entitled
for the cause of action under which it is suing.

(7) Requirement of Individualized Relief: The arbitrator may award declaratory
or injunctive relief only in favor of the individual party seeking relief and
only to the extent necessary to provide relief warranted by that party’s
individual claim. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOU AND WE
AGREE THAT EACH PARTY MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR OUR
INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED
CLASS, REPRESENTATIVE, OR PRIVATE ATTORNEY GENERAL PROCEEDING. Further, unless
both you and we agree otherwise, the arbitrator may not consolidate more than
one person’s claims and may not otherwise preside over any form of a
representative, class, or private attorney general proceeding. If, after
exhaustion of all appeals, any of these prohibitions on non-individualized
declaratory or injunctive relief; class, representative, and private attorney
general claims; and consolidation are found to be unenforceable with respect to
a particular claim or with respect to a particular request for relief (such as a
request for injunctive relief sought with respect to a particular claim), then
the parties agree such a claim or request for relief shall be decided by a court
of competent jurisdiction, after all other arbitrable claims and requests for
relief are arbitrated. You agree that any arbitrations between you and Ziff
Davis will be subject to this Section 13 and not to any prior arbitration
agreement you had with Ziff Davis, and, notwithstanding any provision in this
Agreement to the contrary, you agree that this Section 13 amends any prior
arbitration agreement you had with Ziff Davis, including with respect to claims
that arose before this or any prior arbitration agreement. 

(8) Opt Out of Future Changes: Notwithstanding any provision to the contrary, if
Ziff Davis makes any future change to this Arbitration Agreement (other than a
change to the Notice Address), you may reject any such change by sending Ziff
Davis an email to dispute.notice@ziffdavis.com within 30 days of the posting of
the amended arbitration agreement that provides: (i) your full legal name, (ii)
your complete mailing address, (iii) your phone number, (iv) if applicable, the
username or email address associated with any potential account or newsletter;
(v) the relevant Site; and (vi) the approximate date of your initial use of the
relevant Site. Such an opt-out email must be sent by you personally, and not by
your agent, attorney, or anyone else purporting to act on your behalf. It must
include a statement, personally signed by you, that you wish to reject the
change to the Arbitration Agreement. This is not an opt out of arbitration
altogether.

(9) Mass Filing: If, at any time, 25 or more claimants (including you) submit
Notices or seek to file demands for arbitration raising similar claims against
the other party or related parties by the same or coordinated counsel or
entities, consistent with the definition and criteria of Mass Filings (“Mass
Filing”) set forth in NAM’s Mass Filing Supplemental Dispute Resolution Rules
and Procedures (“NAM’s Mass Filing Rules,” available at
https://www.namadr.com/resources/rules-fees-forms/), you and we agree that the
additional procedures set forth below shall apply. The parties agree that
throughout this process, their counsel shall meet and confer to discuss
modifications to these procedures based on the particular needs of the Mass
Filing. The parties acknowledge and agree that by electing to participate in a
Mass Filing, the adjudication of their dispute might be delayed. Any applicable
limitations period (including statute of limitations) and any filing fee
deadlines shall be tolled beginning when the Mandatory Pre-Arbitration Notice
and Informal Dispute Resolution Procedures are initiated, so long as the
pre-arbitration Notice complies with the requirements in Section 13(2), until
your claim is selected to proceed as part of a staged process or is settled,
withdrawn, otherwise resolved, or opted out of arbitration.

Stage One: Counsel for the claimants and counsel for Ziff Davis shall each
select 25 claims per side (50 claims total) to be filed and to proceed in
individual arbitrations as part of a staged process. Each of these individual
arbitrations shall be assigned to a different, single arbitrator unless the
parties agree otherwise in writing. Any remaining claims shall not be filed or
be deemed filed in arbitration, nor shall any arbitration fees be assessed in
connection with those claims unless and until they are selected to be filed in
individual arbitration proceedings as part of a staged process. After this
initial set of staged proceedings is completed, the parties shall promptly
engage in a global mediation session of all remaining claims with a retired
federal or state court judge and Ziff Davis shall pay the mediator’s fee.

Stage Two: If the remaining claims are not resolved at this time, counsel for
the claimants and counsel for Ziff Davis shall each select 50 claims per side
(100 claims total) to be filed and to proceed in individual arbitrations as part
of a second staged process, subject to any procedural changes the parties agreed
to in writing. Each of these individual arbitrations shall be assigned to a
different, single arbitrator unless the parties agree otherwise in writing. Any
remaining claims shall not be filed or be deemed filed in arbitration, nor shall
any arbitration fees be assessed in connection with those claims unless and
until they are selected to be filed in individual arbitration proceedings as
part of a staged process. After this second set of staged proceedings is
completed, the parties shall promptly engage in a global mediation session of
all remaining claims with a retired federal or state court judge and Ziff Davis
shall pay the mediator’s fee.

Stage Three: If the remaining claims are not resolved at this time, counsel for
the claimants and counsel for Ziff Davis shall each select 100 claims per side
(200 claims total) to be filed and to proceed in individual arbitrations as part
of a third staged process, subject to any procedural changes the parties agreed
to in writing. Any remaining claims shall not be filed or be deemed filed in
arbitration, nor shall any arbitration fees be assessed in connection with those
claims unless and until they are selected to be filed in individual arbitration
proceedings as part of a staged process. Following this third set of staged
proceedings, counsel for claimants may elect to have the parties participate in
a global mediation session of all remaining claims with a retired federal or
state court judge. 

Stage Four:  If your claim is not resolved at this time, then you agree that
your claim will be resolved as part of continuing, staged individual arbitration
proceedings as set forth below. Assuming the number of remaining claims exceeds
100, then 100 claims shall be randomly selected (or selected through a process
agreed to by counsel for the parties) to be filed and to proceed in individual
arbitrations as part of a staged process. If the number of remaining claims is
fewer than 100, then all of those claims shall be filed and proceed in
individual arbitrations. Any remaining claims shall not be filed or be deemed
filed in arbitration, nor shall any arbitration fees be assessed in connection
with those claims unless and until they are selected to be filed in individual
arbitration proceedings as part of a staged process. After each set of 100
claims are adjudicated, settled, withdrawn, or otherwise resolved, this process
shall repeat consistent with these parameters. Counsel for the parties are
encouraged to meet and confer, participate in mediation, and engage with each
other and with NAM (including through a Procedural Arbitrator) to explore ways
to streamline the adjudication of claims, increase the number of claims to
proceed at any given time, promote efficiencies, conserve resources, and resolve
the remaining claims.  

A court of competent jurisdiction shall have the authority to enforce these Mass
Filing provisions and, if necessary, to enjoin the mass filing, prosecution, or
administration of arbitrations and the assessment of arbitration fees. If these
additional procedures apply to your claim, and a court of competent jurisdiction
determines that they are not enforceable as to your claim, then your claim shall
proceed in a court of competent jurisdiction consistent with this Agreement.

You and Ziff Davis agree that we each value the integrity and efficiency of
arbitration and wish to employ the process for the fair resolution of genuine
and sincere disputes between us. You and Ziff Davis acknowledge and agree to act
in good faith to ensure the processes set forth herein are followed. The parties
further agree that application of these Mass Filing procedures have been
reasonably designed to result in an efficient and fair adjudication of such
cases.
(10) Severability: If any portion of this Arbitration Agreement is found to be
void, invalid, or otherwise unenforceable, then that portion shall be deemed to
be severable and, if possible, superseded by a valid, enforceable provision, or
portion thereof, that matches the intent of the original provision, or portion
thereof, as closely as possible. The remainder of this Arbitration Agreement
shall continue to be enforceable and valid according to the terms contained
herein.


14. CLASS ACTION AND JURY TRIAL WAIVER

You and Ziff Davis agree that, to the fullest extent permitted by law, each
party may bring claims (whether in court or in arbitration) against the other
only in an individual capacity, and not participate as a plaintiff, claimant, or
class member in any class, collective, consolidated, private attorney general,
or representative proceeding. This means that you and Ziff Davis may not bring a
claim on behalf of a class or group and may not bring a claim on behalf of any
other person unless doing so as a parent, guardian, or ward of a minor or in
another similar capacity for an individual who cannot otherwise bring their own
individual claim. This also means that you and Ziff Davis may not participate in
any class, collective, consolidated, private attorney general, or representative
proceeding brought by any third party. Notwithstanding the foregoing, you or
Ziff Davis may participate in a class-wide settlement. To the fullest extent
permitted by law, you and Ziff Davis waive any right to a jury trial.


15. LIMITATION PERIOD FOR CLAIMS

You agree that regardless of any statute or law to the contrary, any claim or
cause of action arising out of or related to use of our sites or the Agreement
must be filed within one (1) year after such claim or cause of action arose or
be forever barred.


16. MISCELLANEOUS

We may be required by international, state or federal law to notify you of
certain events. You hereby acknowledge and consent that such notices will be
effective upon our posting them on our sites or delivering them to you through
e-mail. Subject to the arbitration provision above and for all purposes of this
Agreement, this Agreement shall be construed in accordance with the laws of the
State of New York, without reference to principles of choice of law. You and
Ziff Davis each irrevocably consent to the personal jurisdiction of the federal
or state courts located in New York, New York, the Borough of Manhattan (the
“Courts”) with respect to any action, suit or proceeding arising out of or
related to this Agreement or to the Services (including without limitation any
Content) and waive any objection to venue in any of the Courts for such an
action, suit or proceeding (whether based on forum non conveniens or otherwise);
additionally, you agree that you will not bring any such action, suit or
proceeding in any court other than the Courts.

This Agreement constitutes the entire agreement between the parties with respect
to the subject matter hereof, and supersedes all previous written or oral
agreements between the parties with respect to such subject matter. If any
inconsistency exists between the terms of this Agreement and any additional
terms and conditions posted on the Services, such terms shall be interpreted as
to eliminate any inconsistency, if possible, and otherwise, the additional terms
and conditions shall control. If any provision of this Agreement is held
invalid, illegal or unenforceable in any respect, (i) such provision shall be
interpreted in such a manner as to preserve, to the maximum extent possible, the
intent of the parties, (ii) the validity, legality and enforceability of the
remaining provisions shall not in any way be affected or impaired thereby, and
(iii) such decision shall not affect the validity, legality or enforceability of
such provision under other circumstances.  Ziff Davis’ failure to enforce any
term of this Agreement shall not constitute a waiver of that provision.  No
waiver shall be binding unless in writing and signed by Ziff Davis, and such
waiver shall not be construed as Ziff Davis’ waiver of any other or subsequent
breach.


17. NEW JERSEY RESIDENTS

If, and to the extent that New Jersey law applies, with respect to residents of
New Jersey, the terms in Sections 6 (insofar as any claims may arise from, or
relate to, consumer protection or fraud and/or misrepresentation, or result in
attorney’s fees), 9 and 14 do not limit any rights you may have as a consumer
under New Jersey law and are intended to be only as broad and inclusive as
permitted by the laws of the state of your residence. Subject to the foregoing,
Ziff Davis, third party content providers, and their respective agents reserve
all rights, defenses, and permissible limitations under New Jersey law. Nothing
in this Section shall modify the binding arbitration clause and waiver for class
action and jury trial in Section 13.


18. AUSTRALIA RESIDENTS

Nothing in these Terms (including in Sections 6, 9 and 15) limits, excludes or
modifies any rights you may have under any law, including under the Australian
Consumer Law (the “ACL”) and consumer guarantees under the ACL, which may not be
limited, excluded or modified by agreement (including where such exclusion,
restriction or modification would be illegal or void under such law).


19. PRIVACY POLICY

The applicable privacy policy will be made available on the property from which
you accessed these Terms. Such privacy policy is incorporated by reference into
these Terms.


QUESTIONS?Please contact ZDLegal1@ziffdavis.com and insert “Terms of Use” in the
subject line if you have any questions or comments about the Agreement, or to
report user conduct violating the Agreement.

 * Ziff Davis Accessibility Policy
 * Legal & Patent Notices
 * Privacy
 * Contact Us


© Copyright 2024 Ziff Davis, Inc. All rights reserved.


YOUR PRIVACY IS IMPORTANT TO US.

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