Sears Product Information Network Terms of Use
The effective date of these Terms of Use is May 22, 2014.

These Terms of Use govern the use of the Sears Product Information Network (hereinafter, “SPIN”) managed and hosted by Sears Holdings Management Corporation acting on behalf of itself and its affiliates, collectively referred to herein as “Sears,” “we,” or “us”.  As used herein, the word “User” or “Users” includes all persons or entities accessing SPIN, either on their own behalf, or on behalf of a Manufacturer, or Vendor.  By accepting the SPIN Terms of Use, Users agree to be bound by, and comply with the terms contained herein (collectively, “Terms of Use”).
If the User is unwilling to be bound by these Terms of Use, they should not access or use SPIN.  If any of the terms and conditions contained herein are deemed invalid, void, or for any reason unenforceable, the terms and conditions herein shall also be deemed severable and shall not affect the validity and enforceability of any remaining condition.  These Terms of Use apply in addition to any other agreements between the User and Sears, including but not limited to the Universal Terms and Conditions (“UTC”), the Direct to Customer Terms and Conditions (“DCTC”) agreements, and any addendums or amendments to each.
Account Security
The User is responsible for maintaining the confidentiality of all password(s) provided by Sears for the User’s access and use of SPIN.  Use of SPIN is subject to all service levels and requirements that Sears imposes in any notices, agreements, and/or communications posted on SPIN, which are hereby incorporated by reference.  It is the User’s obligation to immediately notify Sears if the User suspects or discovers that the User password(s) have been compromised.  Any misuse of SPIN, violation of these Terms of Use, or any of Sears’ policies that occur during the User’s access to SPIN, that can be attributed to actions from the User’s account, or to access via the User’s password, shall be considered an action taken by User.  In the occurrence of such events, Sears’ may take any action necessary to limit further violations of these Terms of Use, including, but not limited to, disabling the User password(s), or terminating the User’s access to SPIN.
License to Access and Use SPIN
Sears hereby grants to the User a limited, revocable license to access and use SPIN to upload product information, such as images, text, item attributes, and product specifications, (“User Content”) for the purposes of creating item or product listings.  This license does not include any resale or commercial use of SPIN or its contents, or any derivative use of SPIN or its contents.  Any unauthorized use of SPIN by the User shall terminate this License.  The User may not download any element of SPIN (other than page caching) or modify SPIN, or any portion thereof.  Failure to comply with any of the terms contained herein may result in your User account being suspended, and access to SPIN being blocked.  Sears reserves the right in its sole discretion to determine whether the User’s actions violate any of the terms contained herein. 
Confidentiality
The User expressly understands that the design and functionality of SPIN is proprietary information.  The User agrees not to publicize or disclose any of Sears’ proprietary information, including these Terms of Use, or any other non-public information provided by Sears.  The User shall restrict access to SPIN only to such personnel as necessary to use the functionality provided, and perform its obligations herein.  The User must take appropriate steps to ensure that any proprietary information provided by Sears is protected from unauthorized disclosures.
Guidelines
Sears has provided guidelines to assist users, or answer any frequently asked questions in the SPIN Wiki, including guidelines for User Content, or other instructions for using SPIN.  The guidelines provided on the SPIN Wiki homepage apply in addition to these Terms of Use.  In the event of a conflict between the guidelines in the SPIN Wiki, and any terms or requirements herein, these Terms of Use shall control. 
Communications
By accessing SPIN, the User consents to receive corresponding communications from Sears by means of email messaging.  Sears will communicate by means of email messaging or by posting notices, policy changes, updated terms of use, or any other sort of intended communications on this website portal.  User agrees, and continued access and use of SPIN, shall be construed as your acknowledgement that all notices, policy changes, updated terms of use and other intended communications directed to the User from Sears as provided by email or posted on this website will satisfy any legal requirement that such communications be in writing.
Contact [email protected] for any issues or technical problems associated with SPIN.
User Warranties and Restrictions
The User is solely responsible for all User Content uploaded through SPIN.  The User also acknowledges and agrees that SPIN is only a passive conduit to submit User Content to Sears.  Furthermore, the User warrants that none of the User Content provided to Sears through SPIN will: 

• be false, inaccurate or misleading;
• be fraudulent or involve the sale of illegal, counterfeit, or stolen items;
• infringe upon any third party's copyright, patent, trademark, trade secret or other proprietary or intellectual property rights or rights of publicity or privacy;
• violate any law, statute, ordinance or regulation; contain any viruses, Trojan horses, worms, time bombs, cancelbots, easter eggs or other computer programming routines that may damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information;
• display nudity, models wearing see-through clothing, or contain other sexually explicit content, or any other content prohibited on the SPIN Wiki;
• contain any obscenities, or content that advocates racial, religious or social intolerance, or hatred;
• cause us to lose (in whole or in part) the services of our ISPs or other suppliers;
• reproduce, duplicate, copy, or sell, any part of this website; OR
• remove any copyright, trademark or other proprietary rights notice contained in or on SPIN or any Sears website;

Additionally, the User agrees not to:

• frame or utilize framing techniques to enclose any trademark, logo, or other proprietary information (including images, text, page layout, or form) of Sears or its affiliates without the express written consent of Sears;
• use any meta tags or any other "hidden text" utilizing Sears' or its affiliates' name or trademarks without the express written consent of Sears;
• create user accounts by automated means or under false or fraudulent pretenses;
• create or transmit to other parties or users unsolicited electronic communications, such as “spam,” or otherwise interfere with other users' usage or access to SPIN;
• submit to SPIN any content that falsely states or implies that such content is sponsored or endorsed by us; OR
• use SPIN to violate the security of or gain unauthorized access to any computer or computer network or other device or system (including unauthorized attempts to discover passwords or security encryption codes).

Indemnity; Defense
The User agrees to indemnify, defend, and hold Sears and its respective affiliates, licensors, directors, officers, members, managers, employees, agents, and representatives (collectively the “Indemnified Parties,” and individually each an “Indemnified Party”) harmless from and against any losses, costs, expenses or damages of any nature whatsoever (including attorneys fees and court costs) arising from any third party complaint, claim, cause of action, suit or demand (collectively “Claims”), arising out of or related to the User’s: (i) access or use of SPIN, (ii) violation of any applicable law or regulation, (iii) User Content posted, uploaded or transmitted to SPIN, (iv) breach of these Terms of Use or any Representations or Warranties herein, (v) infringement or other violation of any intellectual property or other right of any person or entity, or (vi) Sears use or distribution of the User Content.  The User will not be relieved of its foregoing obligations by any allegation of negligence or willful misconduct by Sears, its affiliates and their personnel; however, the User will not be liable for claims of third parties to the extent such Claim was solely and proximately caused by the negligence or willful misconduct of Sears or its affiliates as determined in a final, non-appealable order of a court of competent jurisdiction.
The User has the right to control the defense of any Claim; provided however, that Sears may, at its election and at any time, take control of the defense and investigation of any Claim at the cost and expense of the User.  Upon the User’s request, Sears will reasonably cooperate in such defense and the User must reimburse Sears for its reasonable out-of-pocket expenses in providing such cooperation.  Sears will provide prompt notification of any Claim; provided however, that any delay by Sears in giving such notice will not relieve the User of its obligations pursuant to this section, except to the extent that the User demonstrates actual damage caused by such delay.
The obligations of the User to defend, indemnify and hold harmless, Sears, its affiliates, and their personnel under this section are independent of each other and any other obligation of the parties under the Terms.
Disclaimer of Warranty and Limitation of Liability
THE USER UNDERSTANDS AND EXPRESSLY AGREES THAT SPIN IS PROVIDED BY SEARS AND ITS AFFILIATES ON AN "AS IS" AND "AS AVAILABLE" BASIS.  SEARS AND ITS AFFILIATES MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE OPERATION OF SPIN OR THE INFORMATION, CONTENT, MATERIALS, OR PRODUCTS INCLUDED ON IT. USER EXPRESSLY AGREES THAT USER’S USE OF SPIN IS AT USER’S SOLE RISK.  NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM SEARS SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN.
TO THE FULL EXTENTEST PERMISSIBLE BY APPLICABLE LAW, SEARS AND ITS AFFILIATES DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.  SEARS AND ITS AFFILIATES DO NOT WARRANT THAT SPIN, ITS SERVERS, OR ANY ELECTRONIC MAIL AND/OR COMMUNICATIONS SENT BY SEARS AND ITS AFFILIATES TO USER FROM THE APPLICATION ARE FREE OF ANY UNAUTHORIZED CODE. SEARS OR THEIR RESPECTIVE AFFILIATES, OR THE SHAREHOLDERS, DIRECTORS, OFFICERS, MEMBERS, MANAGERS, EMPLOYEES, AGENTS OR REPRESENTATIVES OF THE FOREGOING, SHALL NOT BE LIABLE TO USER OR ANY THIRD PARTY FOR DAMAGES OF ANY KIND (INCLUDING, BUT NOT LIMITED TO, ANY DIRECT, INDIRECT, SPECIAL, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES OR DAMAGES FOR LOSS OF PROFITS, GOODWILL OR REVENUE, BUSINESS INTERRUPTION, OR LOSS OF DATA) ARISING OUT OF THE USE OF, ACCESS TO, RELIANCE ON, UNAVAILABILITY OF, INABILITY TO USE, OR IMPROPER USE OF SPIN, INCLUDING BUT NOT LIMITED TO ANY INFORMATION OR MATERIALS CONTAINED IN OR DESCRIBED ON SPIN, OR THE DISCLOSURE OR MISUSE OF ANY OF USER INFORMATION, EVEN IF SEARS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, OR ANY OTHER FORM OF ACTION. IN ANY EVENT, SEARS' RESPECTIVE TOTAL MAXIMUM LIABILITY IN RESPECT OF SPIN OR ANY PART THEREOF, INCLUDING BUT NOT LIMITED TO THE SERVICES PROVIDED, PRODUCTS, AND OTHER INFORMATION AND MATERIALS CONTAINED IN OR DESCRIBED ON SPIN, IN ANY MANNER WHATSOEVER, SHALL BE LIMITED TO ONE HUNDRED UNITED STATES DOLLARS ($100.00). THIS LIMITATION SHALL APPLY NOTWITHSTANDING ANY FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDY PROVIDED HEREIN.
Applicable Law; Confidential Arbitration
The laws of the State of Illinois, without regard to its conflict of laws principles, will govern these Terms of Use.
The User agrees that by entering into these Terms, the User and Sears are each waiving the right to trial by jury and the ability to participate in a class action.
ALL DISPUTES BETWEEN THE USER AND SEARS RELATING IN ANY WAY TO SPIN (INCLUDING WITHOUT LIMITATION CONTENT UPLOADED TO SPIN, OR RELATING TO THE COLLECTION OR USE OF ANY INFORMATION ABOUT THE USER IN CONNECTION WITH SPIN), THESE TERMS, OR THE USER’S STATUS WILL BE SUBMITTED TO CONFIDENTIAL ARBITRATION IN THE FEDERAL JUDICIAL DISTRICT IN WHICH THE USER RESIDES, EXCEPT TO THE EXTENT THAT THE USER HAS, IN ANY WAY, VIOLATED OR THREATENED TO VIOLATE ANY SEARS’ INTELLECTUAL PROPERTY RIGHT.
Any User who intends to seek arbitration must first send to Sears, by certified mail, a written Notice of Dispute ("Notice"). The Notice must be mailed to 3333 Beverly Road, Hoffman Estates, IL, Attn: Arbitration Intake and copied to Sears Holdings Corporation, 3333 Beverly Road, Hoffman Estates, IL 60179, Attn: General Counsel. The Notice shall describe the nature and basis of the claim or disputes and the specific relief sought. If we cannot reach an agreement to resolve the claim within thirty (30) days after the Notice is received, either party may commence arbitration.
All arbitrations required by these Terms will be conducted under the rules then prevailing of the American Arbitration Association. The arbitrator’s award is binding and may be entered in any court of competent jurisdiction. To the fullest extent permitted by applicable law no arbitration brought under, or with respect to, SPIN (including, without limitation, any Sears advertisement or disclosure, any email or mobile SMS (text) message that Sears sends to the User, the collection or use of any information about the User in connection SPIN), these Terms or the User’s status is to be joined to an arbitration involving any other party subject to these Terms whether through class arbitration proceedings or otherwise. Unless Sears and the User agree otherwise, the arbitrator may not consolidate more than one User’s claims, and may not otherwise preside over any form of a representative, private attorney general or class proceeding.
For arbitration claims the User asserts against Sears in accordance with this section (but not for any arbitration claim against the User) Sears will pay all of the its administrative, hearing, and arbitrator’s fees and costs for the arbitration (but not the fees, expenses, and costs of the User’s lawyers, experts, or witnesses) in excess of any filing fee the User would have been required to pay to file the claim as a lawsuit in a state or federal court (whichever is greater) in the judicial district in which the User reside. Unless unlawful, Sears will pay its, and the User will pay its, lawyers’, experts’, and witness fees, expenses, and costs with respect to all claims. The arbitrator may award money or equitable relief in favor of only the individual party seeking relief and only to the extent necessary to provide relief warranted by that party’s individual claim. Similarly, an arbitration award and any judgment confirming it apply only to that specific case; it cannot be used in any other case except to enforce the award itself. To reduce the time and expense of the arbitration, the arbitrator will not provide a statement of reasons for his or her award unless requested to do so by all parties.
TO THE EXTENT PERMITTED BY LAW, THE USER WILL NOT AGREE TO ACT AS A REPRESENTATIVE OR A PRIVATE ATTORNEY GENERAL, OR IN ANY OTHER REPRESENTATIVE CAPACITY, OR PARTICIPATE AS A MEMBER OF A CLASS OF CLAIMANTS IN ANY LAWSUIT AGAINST SEARS IN ANY COURT, OR IN ARBITRATION, WITH RESPECT TO ANY CLAIMS RELATING IN ANY WAY TO SPIN (INCLUDING WITHOUT LIMITATION SEARS’ ADVERTISEMENTS AND DISCLOSURES, EMAIL AND MOBILE SMS (TEXT) MESSAGES SEARS SENDS TO THE USER, OR RELATING TO THE COLLECTION OR USE OF ANY INFORMATION ABOUT THE USER IN CONNECTION WITH SPIN), THESE TERMS, OR THE USERR STATUS AS A USER. THIS SECTION (CONFIDENTIAL ARBITRATION) WILL SURVIVE THE TERMINATION OF THE RELATIONSHIP BETWEEN THE USER AND SEARS.
Sears or the User may seek injunctive relief in any state or federal court in Chicago, Illinois, USA, and Company and the User consent to the exclusive jurisdiction and venue in the state and federal courts in Chicago, Illinois, USA for injunctive relief purposes.
Ownership
Any trademarks, service marks, and other marks and indicators of source or origin that are displayed on the SPIN, as well as the functionality, design, and organization of the site, including all copyrights, trademarks, and other intellectual property or proprietary rights in the foregoing are the property of Sears or our respective licensors, as applicable.  None of these marks may be used in connection with any other product or service, in any manner that is likely to cause confusion among consumers, or to disparage or discredit the owner of such mark or its affiliates. Any trademarks of third parties that appear on SPIN are the property of their respective owners who may or may not be affiliated with, connected to, or sponsored by us. User may not use, copy, modify or display any portion of SPIN, as well as the trademarks, service marks, names or logos appearing on the SPIN without the express written permission of the trademark owner.  Nothing in these Terms of Use shall be deemed to grant to User or any other user any license or right in or to any patent, copyright, trademark, trade secret or other proprietary right of Sears.
Changes to these Terms of Use
Sears reserves the right to modify these Terms of Use at any time without prior notice to users. Modified Terms will be posted to the SPIN website, and the User will be required to accept the updated Terms prior to continuing to use SPIN.
Miscellaneous
No agency, partnership, joint venture, or employment relationship is created as a result of these Terms of Use, and you do not have any authority of any kind to bind Sears in any respect whatsoever. Sears may provide you with notices, including those regarding changes to these Terms of Use, by email, regular mail, or postings on SPIN.  Sears' failure to exercise or enforce any right or provision of these Terms of Use shall not constitute a waiver of the enforcement of such right or provision.  These Terms of Use, or the User’s access and license to SPIN are not assignable, transferable or sublicensable by the User, except with our prior written consent. The headings in these Terms of Use are for convenience only and have no legal or contractual effect. These Terms of Use include and incorporate the Privacy Policy for the Sears website, and any notices regarding the Sears website.