AGREEMENT BETWEEN USER AND SHOPFTW

Welcome to ShopFTW.  ShopFTW is comprised of various web sites and web pages operated by ShopFTW or its business partners (“Partners”).  These include: ShopFTW, Shop from the Warehouse, shopftw.com, cc4kids.com, and educatordirect.com, as well as other web sites we may add in the future (collectively the “ShopFTW Sites”).

With respect to your access and use of the ShopFTW Sites, ShopFTW provides its services to you, subject to the following Terms of Use (“TOU”), which may be updated by ShopFTW from time to time without notice to you, and which updates become effective when posted. You are responsible for regularly reviewing these terms and conditions.

In addition, when using particular ShopFTW web sites or services, you and ShopFTW shall be subject to any posted guidelines or rules applicable to such sites or services which may be posted from time to time.  All such guidelines or rules are hereby incorporated by reference into these TOU.  In the event that any of the terms, conditions, and notices contained herein conflict with such guidelines or rules, then these terms shall control.

You agree to be bound by these TOU, and indicate such agreement by any access or use of ShopFTW Sites and services.  If you do not agree to these TOU, do not access and use the ShopFTW Sites and services.

1. PERMITTED USE. Subject to these TOU, ShopFTW hereby grants you the right to access and use the ShopFTW Sites solely for the following purposes: (i) if you are accessing the ShopFTW Sites as an individual, then any and all use of the ShopFTW Sites, is for your personal, non-commercial use only; or (ii) if you are accessing the ShopFTW Sites on behalf of a business entity, then any and all use of the ShopFTW Sites must be for such business entity’s internal business purposes in connection with the establishment or continuation of a business relationship with ShopFTW. ShopFTW retains all rights with respect to the ShopFTW Sites except those expressly granted to you in this Agreement. Except as expressly permitted hereunder, you agree not to duplicate, publish, modify, or otherwise distribute the material on the ShopFTW Sites unless specifically authorized in writing by ShopFTW to do so. You agree not to frame, or assist third parties in framing, any of the web pages contained in the ShopFTW Sites. Such framing is strictly prohibited under this Agreement. The content and software on the ShopFTW Sites are the proprietary property of ShopFTW and/or its suppliers and Partners and are protected by U.S. and international copyright and other intellectual property laws. ShopFTW is the trademark of ShopFTW. The names of actual companies and products listed on the ShopFTW Sites may be the trademarks of their respective owners.
   
   
2. Links to Third Party Sites.  The ShopFTW Sites may contain links or produce search results that reference links to third party web sites (“Linked Sites”).  ShopFTW has no control over these Linked Sites or the content within them.  ShopFTW cannot and does not guarantee, represent, or warrant that the content contained in the Linked Sites, including, without limitation other links, is accurate, legal, and/or inoffensive.  ShopFTW does not endorse the content of any Linked Site, nor do we warrant that a Linked Site will not contain computer viruses or other harmful code that can impact your computer or other web access device.  By using the ShopFTW Sites to search for or link to another site, you agree and understand that such use is entirely at your own risk, and that you may not make any claim against ShopFTW for any damages or losses whatsoever resulting from such use.  However, if you experience a problem with a Linked Site, please let us know at sales@ShopFTW.com, and we will investigate the link and take appropriate action.
   
   
3. No Unlawful or Prohibited Use.  As a condition of your use of the ShopFTW Sites, you warrant to ShopFTW that you will not use the ShopFTW Sites for any purpose that is unlawful or prohibited by these TOU.  You agree not to use the ShopFTW Sites in any manner which could damage, disable, overburden, or impair the ShopFTW Sites or interfere with any other party’s use and enjoyment of the ShopFTW Sites.  You may not obtain or attempt to obtain any materials or information through any means not intentionally made available or provided for through the ShopFTW Sites.
   
   
4. Privacy and Disclosure of Information.  We believe that your privacy and the privacy of all our users is important.  Please review our Privacy Policy.  If you post any content to the ShopFTW Sites, by electronic mail or otherwise, we will treat it as non-confidential and non-proprietary to you.  By posting any content on the ShopFTW Sites, you authorize us to use and allow others to use, distribute, and reproduce the content. 
   
   ShopFTW reserves the right at all times to disclose any information as necessary to satisfy any applicable law, regulation, legal process or governmental request, or to edit, refuse to post, or to remove any information or materials, in whole or in part, in ShopFTW’s sole discretion.
   
   
5. Ownership of Submitted Content.  You agree that any and all information and content that you provide to the ShopFTW Sites becomes the exclusive property of ShopFTW, and you irrevocably assign all rights of ownership, including, without limitation, intellectual property rights, to ShopFTW upon submission of the information and content.  You represent and warrant that you are the owner of such information and content and are authorized to make such assignment of rights.
   
   
6. Warranty Disclaimer.  ShopFTW does not promise that the ShopFTW Sites will be error-free, uninterrupted, nor that the ShopFTW Sites will provide specific results from your use of any content, search or link on them.  The ShopFTW Sites and all content contained within them are delivered on an “AS IS” and “AS AVAILABLE” basis.  ShopFTW does not warrant or represent that files you download from the ShopFTW Sites will be free of viruses or other harmful features.  ShopFTW DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE.
   
   
7. Limitation of Liability.  UNDER NO CIRCUMSTANCES, INCLUDING BUT NOT LIMITED TO BREACH OF CONTRACT, TORT OR NEGLIGENCE, WILL ShopFTW , OR ITS AFFILIATES AND PARTNERS, BE LIABLE FOR ANY INDIRECT, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS) THAT ARISE OUT OF OR ARE RELATED TO YOUR USE OF THE ShopFTW SITES.  IN NO EVENT SHALL ShopFTW ’S AGGREGATE LIABILITY, OR THE AGGREGATE LIABILITY OF ShopFTW’S AFFILIATES AND PARTNERS, TO YOU FOR ANY LOSS, DAMAGE OR CLAIM RELATED TO OR ARISING OUT OF THE ShopFTW SITES EXCEED THE GREATER OF THE FOLLOWING: (A) TOTAL AMOUNTS PAID BY YOU TO ShopFTW FOR ACCESSING THIS SITE; OR (B) TEN U.S. DOLLARS ($10.00).
   
   
8. Additional Representations and Warranties.  You represent, warrant, and covenant that (a) you have the power and authority to enter into this Agreement; (b) you are at least eighteen (18) years of age; and, (c) you will only use the ShopFTW Sites in accordance with these TOU.
   
   
9. Indemnity.  You agree to indemnify and hold ShopFTW and its Partners, affiliates, officers, directors, agents, and employees harmless from any liability to third parties, including reasonable attorney’s fees, arising from or related to your breach of this Agreement, or the documents it incorporates by reference, or your violation of any law or the rights of a third party.
   
10. Designated Agent for Alleged Copyright Infringement.  ShopFTW respects the intellectual property of others, and we ask you to do the same.  If you believe some content on the ShopFTW Sites has been copied in such as way to constitute copyright infringement, please contact our Designated Agent below:
    
    David Lynn
    2245 San Diego Ave #223
    San Diego, CA 92110
    sales@ShopFTW.com
    
    
11. General.  This Agreement shall be governed in all respects by the laws of the State of California, USA without giving effect to its conflict of laws provisions, or any other provisions that would result in the application of a different body of law.  Both parties submit to personal jurisdiction by and venue in the state and federal courts in the State of California, County of San Diego, USA, and further agree that any cause of action arising under this Agreement shall be brought in such venue. Notwithstanding the foregoing, ShopFTW may, at any time, seek injunctive or other equitable relief, wherever it deems appropriate, to protect or enforce its rights under this Agreement. If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced.     Headings are for reference purposes only and in no way define, limit, construe or desShopFTWbe the scope or extent of such section. ShopFTW’s failure to act with respect to a breach by you or others does not waive its right to act with respect to subsequent or similar breaches. This Agreement and the terms and conditions contained herein sets forth the entire understanding and agreement between us with respect to the subject matter hereof, and supersedes any prior or contemporaneous understanding whether in written or oral form.