PLEASE READ THE FOLLOWING Shopzilla MEMBER AGREEMENT (INCLUDING THE LEGAL DISCLAIMER, LIABILITY LIMITATIONS AND OTHER PROVISIONS BELOW) CAREFULLY BEFORE ACCESSING YOUR MEMBERSHIP ACCOUNT ON OUR WEB SITE OR USING OUR OTHER MEMBER SERVICES. By using our Web site, membership account, or other member services, you agree to this Member Agreement. If you do not agree to this Member Agreement, you may not use your membership account or other member services. We reserve the right, at any time, to modify, alter, or update the terms of this Member Agreement, and you agree to be bound by such modifications, alterations, or updates once they are posted on our Web site.

1. User Agreement.
The terms of this Member Agreement are in addition to, but do not supersede, the general User Agreement that applies to everyone who accesses our Web site or other services, whether or not they become a Shopzilla Member. We encourage you to read the general User Agreement by clicking on the link at the bottom of any page of our Web site. By agreeing to this Member Agreement, you are also confirming your agreement to the general User Agreement as if they were set forth in this Member Agreement in full.

2. Eligibility.
You must be an individual, 18 years of age or older. You may maintain only one account. Any duplicate accounts will be subject to cancellation. Furthermore, any attempts to violate this Agreement or to defraud us, including but not limited to through the usage of machines, automated services, duplicate or secondary email accounts or false names or other information, will result in termination from any member benefits. Corporations or other business entities are not eligible to become members.

3. Access.
Member benefits are only available via access to our Web site or other services. You must have Internet access and an email address to be eligible to receive the privileges and benefits of membership. We are not responsible for your inability to connect to the Internet, log into our Web site, or access your Shopzilla account.

4. Termination.
We have the right to terminate your access to our Web site and our other services and/or delete your account if you breach any of these terms and conditions or if we believe that your ID or password has been stolen or otherwise compromised.

5. Account Access and Password.
Upon registration as a Shopzilla Member, you must select a Shopzilla username ("ID") and a password that will allow you to access your Shopzilla account (via our Web site) and update your profile information. You must be logged into the site, using your ID and password, to access your account. You may check your account status at any time you are able to access the site. You authorize Shopzilla to act on instructions received under your ID and password, and you are fully responsible for all transactions and other activities that occur under your ID and password. For security purposes, it is recommended that you memorize your password, and do not write it down. You are responsible for keeping your ID, password, and other account information confidential. You agree to immediately notify us of any actual or suspected unauthorized use of your ID or password or any Shopzilla services.

6. Legal Disclaimer.
Shopzilla shall not be held responsible or liable for any actions taken, either wholly or in part, based on the information provided on our Web site, or for any loss, damage, expense or injury resulting from any transactions conducted with any online merchant or other third party listed on our Web site. The information, services, products, and materials contained in this Web site or available through our other services, including, without limitation, all text, graphics, and links, are provided on an "AS IS" basis. To the maximum extent permitted by law, Shopzilla DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO SUCH INFORMATION, SERVICES, PRODUCTS, AND MATERIALS, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, as well as representations and warranties of title, non-infringement, freedom from computer viruses, worms, and other operating problems, and implied warranties arising from course of dealing or course of performance

In addition, since Shopzilla cannot verify all information provided by online merchants and other third parties and errors in gathering or reporting such information may occur due to the large volume of merchants with many different products and services, Shopzilla does not represent or warrant that the information accessible via our Web site or other services is always accurate, complete or current, and shall not be liable for or responsible to honor (or to cause any merchant to honor) any erroneous information regarding the price, description and availability of, or any discounts, offers, promotions, and coupons relating to, and product or service offerings available on our Web site or through our other services. Furthermore, due to the dynamic nature of online shopping, all information regarding such matters is subject to change without notice. Shopzilla SHALL NOT HAVE ANY LIABILITY OR RESPONSIBILITY TO YOU FOR ANY LOSS, DAMAGE, EXPENSE, OR INJURY YOU MAY SUSTAIN THROUGH YOUR RELIANCE UPON INFORMATION OBTAINED FROM OR THROUGH Shopzilla'S SERVICES OR YOUR USE OF ANY THIRD PARTY PRODUCTS OR SERVICES, whether or not they were accessed via our Web site or other services.

7. Liability Limitations.
In no event shall Shopzilla or its affiliates or agents (the "Shopzilla Parties") be liable, whether in an action under contract, negligence, or any other theory, arising out of or in connection with the use, inability to use, or performance of the information, services, products, and materials available from this Web site or through our other services, in an amount greater than the lower of (i) the price of the merchandise or service involved in the transaction or proposed transaction as to which one or more Shopzilla Parties is held to be negligent or otherwise responsible, or (ii) if no such merchandise or service is involved, or if the value thereof would exceed $100, then a maximum liability limitation of $100 in the aggregate. You and we agree that this is a fair allocation of risk based upon the manner and cost by which Shopzilla's services are provided to you, and taking into account your ability to take other measures or consult other resources in connection with purchasing goods and services online. FURTHERMORE, IN NO EVENT SHALL THE Shopzilla PARTIES BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, PUNITIVE, INCIDENTAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, even if we have been previously advised of the possibility of such damages. These limitations shall apply notwithstanding to any failure of essential purpose of any limited remedy. Some states may not allow the exclusion or limitation of liability for consequential or incidental damages, so the above limitations may not apply to you.

8. Third-Party Sites.
Our Web site or other services may include links to other sites on the Internet that are owned and operated by online merchants, survey incentive vendors, and other third parties. You acknowledge that we are not responsible for the availability of, or the content located on or through, any third-party site. You should contact the site administrator or Webmaster for those third-party sites if you have any concerns regarding such links or the content located on such sites. Your use of those third-party sites is subject to the terms of use and privacy policies of each site, and we are not responsible therefor.

In certain areas on our site, we may In certain areas on our site, we may join forces with a reputable third-party source of specialized information and other content so that you can quickly and easily make informed decisions about such products and services. In each of these areas, the Shopzilla header will note that the services are "Powered by" or "By" the third-party. This indicates that the content resides on the third party's servers and your use of those services is governed by that company's privacy policies and terms of use, which you can access at the bottom of each page in those areas. We recommend that you always review their privacy policies and terms of use before you complete any transaction with them. This Member Agreement and our User Agreement (but not our privacy policies) also apply as between you and Shopzilla with respect to your use of those third-party services accessed through our site.

9. Dispute Resolution.
We will do our best to resolve any problems or issues that you may have with us or our services in a satisfactory manner. If, however, we are unable to reach a mutually satisfactory resolution, each of us agrees that any claim or controversy between us, or arising in any way out of the use or operation of our Web site or other services, or any information, services, products, and materials contained in this site or available through our other services, shall be resolved by binding arbitration before a single arbitrator of the American Arbitration Association (AAA) in Los Angeles, California, under the rules and procedures of the AAA. The arbitrator shall have authority to resolve all matters in dispute between us (subject to the legal disclaimer and liability limitations set forth above), including the applicability, scope and binding effect of this arbitration agreement, and to award arbitration costs and expenses to the prevailing party as determined by the arbitrator. Notwithstanding the foregoing, either party may pursue preliminary or injunctive remedies in an appropriate judicial forum pending the decision of the arbitrator, without waiving the right or affecting the obligation to arbitrate hereunder.

10. Other Terms.
Our Web site and other services are operated and provided in the State of California, USA. As such, we are subject to the laws of the State of California, and such laws will govern this Agreement, without giving effect to any choice of law rules. We make no representation that our Web site or other services are appropriate, legal or available for use in other locations. Accordingly, if you choose to access our site or other services, you agree to do so subject to the internal laws of the State of California. You are in the best position to know whether your use of our site or other services may be prohibited or restricted by local laws in your location, and therefore are responsible for compliance with any such laws. We do not guarantee continuous, uninterrupted or secure access to our Web site or other services, and operation of our Web site or other services may be interfered with or adversely affected by numerous factors or circumstances outside of our control. This is the entire agreement and understanding between us regarding the subject matter hereof, and may only be modified as provided above. If any provision of this Agreement shall be unlawful, void or unenforceable for any reason, the other provisions (and any partially-unenforceable provision) shall not be affected thereby and shall remain valid and enforceable to the maximum permissible extent. This Agreement shall apply in addition to, and shall not be superseded by, any other written agreement between us relating to your participation as a Shopzilla Member or participation in any other program or service offered by Shopzilla, but in the event of any direct conflict this Agreement shall prevail.

This Member Agreement was last modified on September 27, 2004.