These terms of use constitute an agreement (the “Agreement”) between you and eBay (“eBay” or “we”), relating to your use of this Application (as defined below). This Application is designed to facilitate an experience known as “Help Me Shop”. Through Help Me Shop you can engage in certain social interactions in connection with your online shopping or certain other online activities. Please read this Agreement carefully. By using Help Me Shop, you agree to be bound by this Agreement. Your use of this Application is also subject to the www.ebay.co.uk Privacy Policy and User Agreement (collectively, the “Terms”). Certain features of this Application may require you to be a member of eBay’s or third-parties’ websites, or provide personal information as part of a registration process. These activities may be governed by additional terms and conditions provided on such websites. Third parties that own or operate such websites are not responsible for this Application or related content.

1. DEFINITIONS

“Application” means the desktop application, mobile application, browser plug-in or the tool know as “bookmarklet” (including any updates, revised or upgraded versions) made available to you for installation, download or use in connection with Help Me Shop.

“Content” means all content residing in the Application, excluding Your Uploads.

“Your Uploads” means all data, information, functionality and content that you upload to or post on the Application, or is uploaded and posted as a consequence of your use of Help Me Shop, including, but not limited to, poll questions, product specifications, product descriptions, reviews, photographs, images, trade marks, service marks, names, logos, graphics or branding elements and other user-generated content.

“eBay Sites” means www.ebay.co.uk and any other URL(s) maintained by or on behalf of eBay or its affiliates.

“Intellectual Property” means, with respect to any software, code, data or other asset of any kind, all copyright, patent, trade mark, trade secret, moral rights, termination, authorship and other proprietary rights now known or hereafter developed, or applications for any of the foregoing rights, relating to any such software, code, data or other asset, including, without limitation, all rights necessary for the worldwide development, manufacture, modification, enhancement, sale, licensing, use, reproduction, publishing and display of such software, code, data or other asset.

2. APPLICATION USE

eBay grants you the right to use this Application only for your personal use in connection with Help Me Shop. This Agreement does not grant you any Intellectual Property in or to the Application, and your personal right to use the Application in connection with your Help Me Shop activities will terminate upon the termination of this Agreement.

While using the Application, you will:

• not modify, copy, publish, license, sell or otherwise commercialise this Application or any Content or software associated with this Application;
• not rent, lease or otherwise transfer rights to this Application
• not breach any laws, third party rights or eBay’s policies, such as, but not limited to, these Prohibited and Restricted Items policies;
• comply with all applicable third party terms of agreement;
• not use our sites, services or tools if you are not able to form legally binding contracts, are under the age of 18, or are temporarily or indefinitely suspended from using any of our sites, services or tools;
• not post false, inaccurate, misleading, defamatory, or libellous content (including personal information);
• not post hateful, offensive or threatening content;
• not post content which contains nudity or graphic violence or incites violence;
• not distribute or post spam, unsolicited, or bulk electronic communications, chain letters, or pyramid schemes;
• not distribute viruses or any other technologies that may harm eBay, or the interests or property of eBay users;
• not copy, modify or distribute Content or eBay’s trademarks, service marks, names, logos, graphics or branding elements;
• not use this Application in any manner that could impair any eBay Site in any way or interfere with any third party’s use or enjoyment of any eBay Site; or
• not harvest or otherwise collect information about individuals, including email addresses, without their consent.

You acknowledge that your use of the Application is voluntary and at your own risk. eBay makes no guarantees with respect to the availability or uptime of the Application. eBay may conduct maintenance on or change the method of access to the Application, at any time with or without notice to you.

You acknowledge that products that you may see through the use of the Application are sold by third party merchants, not by eBay.

3. YOUR UPLOADS

You represent that:

• Your Uploads shall be free from any spyware, malware, virus, worm, Trojan horse, or other malicious or harmful code; and
• you own or otherwise have the unconditional right to upload or post Your Uploads.

You hereby grant to eBay and its affiliates:

• a non-exclusive, worldwide, perpetual, irrevocable, limited, royalty-free, sub-licensable (through multiple tiers) and transferable right and license to exercise the copyright, trademark, patent, publicity, database, and all other Intellectual Property rights in Your Uploads; and
• the right to host, cache, route, transmit, store, copy, modify, reproduce, distribute, publish, translate, use, publicly perform, publicly display, reformat, excerpt, analyse, and create derivative works of Your Uploads , in any media known now or in the future, including on any eBay Site, or application or other property owned, operated or provided by eBay or its affiliates.

eBay may elect to not display Your Uploads (or any portion thereof), in its sole discretion. Additionally, eBay reserves the right to remove Your Uploads from any media on which it is displayed at any time, with or without notice to you, if, in its sole opinion, Your Uploads conflict with or are in breach of this Agreement or the nature or quality of Your Uploads are inconsistent with the law or eBay’s mission or standards. There are no implied licenses from eBay under this Agreement.

4. SOCIAL NETWORKING

This Application may utilise social networking or “share functionality” or may contain links to third party sites that are not owned or controlled by eBay. eBay has no control over, and assumes no responsibility for, any share or other social media functionality provided by third parties, or the content, privacy policies, or practices of any third party website. You are subject to the policies of those third parties when and where applicable.

By using this Application, you expressly release eBay from any and all liability arising from your use of any share or other social media functionality or third party website accessed from this Application. Upon receipt of notice addressed to eBay as directed below, we will delete all data about you, if any, that we receive from certain third parties’ websites that provide such social media functionality and, in the event that we receive such notice from you, this Agreement will terminate automatically without further notice to you.

5. TELL US

Please report problems, offensive content, and policy breaches to eBay using the feedback feature in the Application. Without limiting other remedies, eBay may limit, suspend or terminate Application access, service and/or user accounts, prohibit access to our sites and their content (including the Application and the Content), services and tools, delay or remove hosted content, and take technical and legal steps to keep users off the Application if eBay suspects that they are creating problems or possible legal liabilities, infringing the Intellectual Property rights of third parties, or acting inconsistently with the letter or spirit of our policies. eBay also reserves the right to modify or discontinue the Application and any other websites, services or tools associated with Help Me Shop.

If you have a good faith belief that your work has been copied in a way that constitutes copyright infringement, or that your intellectual property rights have been otherwise violated, please provide eBay Help Me Shop with the following information:

• a physical or electronic signature of the person authorised to act on behalf of the owner of the copyright or other intellectual property interest that is allegedly infringed;
• identification or description of the copyrighted work or other intellectual property that you claim has been infringed. If you are asserting infringement of an intellectual property right other than copyright, please specify the intellectual property right at issue (for example, trademark or patent);
• identification or description of where the material that you claim is infringing is located as posted through the eBay Help Me Shop site or application;
• your address, telephone number, and email address;
• a statement by you that you have a good faith belief that the use of the material complained of is not authorised by the copyright or intellectual property owner, its agent, or the law;
• a statement by you, made under penalty of perjury, that the information in your notice is accurate and that you are the copyright or intellectual property owner or authorised to act on the copyright or intellectual property owner's behalf.

If you have claims of copyright or other intellectual property infringement, the eBay Help Me Shop team may be contacted at the following fax number:

eBay International A.G.
Attn: VeRO Programme
Fax: +44 (0) 870 458 4522

eBay Help Me Shop has adopted and implements a policy that provides for the termination in appropriate circumstances of the accounts of users who repeatedly infringe copyrights or other intellectual property rights of eBay Help Me Shop and/or others.

6. COMPENSATION

You will compensate eBay in full (and its parent companies, subsidiaries, joint ventures, shareholders, officers, directors, agents and employees) for any losses or costs, including, without limitation, reasonable legal fees, we incur arising directly or indirectly from or exacerbated directly or indirectly by your conduct or in connection with your use of this Application, any alleged violation of the Terms, any alleged violation of this Agreement and any alleged violation of any applicable law, regulation or the rights of a third party. eBay reserves the right, at its own expense, to assume the exclusive defence and control of any claim or investigation brought by any third party, including, without limitation, a regulator or law enforcement agency, subject to this compensation provision, but doing so will not excuse your compensation obligations.

7. Privacy

eBay does not sell or rent your personal information to third parties for their marketing purposes without your explicit consent. eBay uses your information only as described in the eBay.co.uk Privacy Policy. eBay stores and processes your information on computers located in the United States that are protected by physical as well as technological security devices. You can access and modify certain information you provide eBay, as enabled by the Application’s functionalities. eBay uses third parties to verify and certify our privacy principles. For a complete description of how eBay uses and protects your personal information, see the eBay Privacy Policy. If you object to your information being transferred or used in this way please do not use the Application.

8. DISCLAIMER OF WARRANTIES

eBay disclaims responsibility for any harm resulting from your use of this Application.

The Application and the service(s) accessed by it are provided "as is" and “as available”.

eBay disclaims any responsibility for any content, services, products available by or through third parties.

eBay disclaims any responsibility for all purchase decisions (and the subsequent use of purchased products and services) informed by Help Me Shop.

eBay expressly disclaims to the fullest extent permitted by law all express, implied and statutory warranties.

eBay expressly disclaims, to the fullest extent permitted by the law, without limitation, the warranties of merchantability and non-infringement of proprietary rights.

eBay expressly disclaims, to the fullest extent permitted by the law, any warranties regarding the security, reliability, timeliness and performance of this Application.

You download and use this Application at your own discretion and risk, and you are solely responsible for any damages to your hardware device(s) or loss of data that results from the download or use of this Application.

9. LIMITATION OF LIABILITY

eBay is not liable to you or any user for any use or misuse of this Application. Such limitation: (a) includes direct damages, whether such claim is based on warranty, contract, tort or otherwise (even if eBay has been advised of the possibility of such damages); (b) includes indirect, incidental, consequential, special, exemplary and punitive damages, whether such claim is based on warranty, contract, tort or otherwise (even if eBay has been advised of the possibility of such damages); (c) applies whether damages arise from use or misuse of and reliance on this Application, from inability to use this Application, or from the interruption, suspension, or termination of this Application (including any damages incurred by third parties); and (d) applies notwithstanding a failure of the essential purpose of any limited remedy and to the fullest extent permitted by law. Nothing in this Agreement shall limit or exclude our liability for fraudulent misrepresentation, for death or personal injury resulting from our negligence or the negligence of our agents or employees or for any other liability that cannot be limited or excluded by law.

In the event that the above is not enforceable, eBay’s aggregate liability under this Agreement or otherwise in connection with the Application or Help Me Shop is limited to £100.

10. TERM, SUSPENSION, TERMINATION, SURVIVAL

This Agreement will begin on the date on which you accept it online and will continue until terminated in accordance with this Agreement. If you wish to terminate this Agreement, you must uninstall and delete the Application (including all copies), and stop using the Application and Help Me Shop. This is the only method through which you may terminate the Agreement. Any other method used will not result in a termination. This Agreement will terminate automatically without notice if you fail to comply with any of its terms. eBay reserves the right to terminate or suspend this Agreement for any or no reason at any time upon notice to you and without liability to you. This Section shall remain in force following termination of the Agreement. The following Sections shall also survive termination of this Agreement: 6, 7, 8, 9, 12, 13 and any other Sections that expressly indicate they are to survive, such as this Section.

11. TERMS CHANGE

eBay reserves the right to make changes to this Application or this Agreement from time to time. Any material changes will take effect immediately for new users and upon the expiration of thirty (30) days after posting within the Application for current users. If you do not agree to any such changes, please uninstall and stop using this Application. Any use of this Application after the thirty (30) day notice period constitutes your acceptance of any change.

12. CHOICE OF LAW

Any claim, dispute or matter arising under or in connection with this Agreement shall be governed and construed in all respects by the laws of England and Wales. You and eBay both agree to submit to the non-exclusive jurisdiction of the English Courts.

13. MISCELLANEOUS

Any notice to eBay must be sent to the eBay Legal Team using the appropriate address listed in Contracting Parties below. No agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by this Agreement. A person who is not a party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term herein but this does not affect any right or remedy of a third party specified herein or which exists or is available apart from that Act.

If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck out and the remaining provisions shall be enforced.

Our failure to act with respect to a breach by you or others does not waive our right to act with respect to subsequent or similar breaches.

This Agreement sets forth the entire understanding and agreement between us with respect to the subject matter hereof.

You are responsible for complying with trade regulations and both foreign and domestic laws. You represent and warrant that you are not located in a country that is subject to a US Government embargo, or that has been designated by the US Government as a “terrorist supporting” country and you are not listed on any US Government list of prohibited or restricted parties. This Application or its underlying technology may not be downloaded to or exported or re-exported: (a) into (or to a resident or national of) Cuba, Iraq, Iran, Libya, North Korea, Syria or any other country subject to United States embargo; (b) to anyone on the US Treasury Department’s list of Specially Designated Nationals or on the US Commerce Department’s Denied Party or Entity List; and (c) you will not export or re-export this Application to any prohibited country, person, end-user or entity specified by US Export Laws.

14. CONTRACTING PARTIES

If you reside within the European Union the contracting party is eBay Europe S.à.r.l., 22-24 Boulevard Royal, L-2449 Luxembourg. If you reside in the United States of America, the contracting party is eBay Inc., 2145 Hamilton Avenue, San Jose, California 95125, USA. If you reside in any other country (other than India) the contracting party is eBay International AG, Helvetiastrasse 15/17, 3005, Bern, Switzerland. If you reside in India, the contracting party is eBay India Private Limited, a company incorporated under Companies Act, 1956, with a registered office at 101-B, Akruti Corporate Park, Kanjurmarg (West), Mumbai 400079, Maharashtra, India.

Date of last revision: March 21, 2012.