Legal

Froogle 2.5 Terms of Service & Privacy Policy

This document is a working draft prepared for review by legal counsel prior to publication.

Part I — Terms of Service

1. Acceptance of These Terms

Froogle, Inc. ("Froogle," "we," "us," or "our") offers a mobile application and related website (together, the "Application" or "Platform") that help consumers discover nearby restaurants, bars, golf courses, coffee shops, retail stores, and other local businesses, and unlock promotional, marketing, and advertising content and offers made available by participating businesses ("Merchants" or "Vendors").

"You," "Customer," or "User" means any individual or entity that downloads, accesses, or uses the Application. Please read these Terms of Service ("Terms") carefully. These Terms govern your download, access, and use of the Application. You must accept these Terms before downloading or using the Application. By downloading, installing, accessing, or using the Application, you signify your assent to these Terms. If you do not agree to any of these Terms, do not download or use the Application; such download and use is strictly prohibited.

The Application is distributed through Apple’s software distribution platform (the "App Store") and Google’s software distribution platform (the "Google Play Store"). By installing or using the Application, you confirm your acceptance of this agreement and agree to be bound by its terms.

2. Scope of License

The Application is licensed, not sold, to you by Froogle for use only under the terms of this license. Froogle reserves all rights not expressly granted to you. The Application is intended for use on devices operating Apple’s operating systems ("iOS" and "macOS") and/or Google’s operating system ("Android") (each, a "Device"). The App Store Terms and Conditions and the Google Play Terms of Service are referred to as the "Usage Rules."

Subject to these Terms, Froogle grants you a non-exclusive, non-transferable license to use the Application, including any accompanying documentation ("Documentation") and any updates, upgrades, modified versions, or beta releases that may be provided to you. Use of the Application is currently free of charge. Froogle may, however, begin charging for the Application or for specific features by providing you with reasonable advance notice.

This license permits you to use the Application only on Devices that you own or control and as permitted by the Usage Rules. You may not distribute or make the Application available over a network where it could be used by multiple devices at the same time. You may not rent, lease, lend, sell, redistribute, or sublicense the Application. Except as expressly permitted by this license and the Usage Rules, you may not copy, decompile, reverse engineer, disassemble, attempt to derive the source code of, modify, or create derivative works of the Application or any part of it, except to the extent such restriction is prohibited by applicable law or permitted by the licensing terms governing any open-source components included with the Application. Any attempt to do so is a violation of the rights of Froogle and its licensors and assigns, and may subject you to prosecution and damages.

The terms of this license govern any upgrades provided by Froogle that replace or supplement the original Application (whether in beta or final form), unless an upgrade is accompanied by a separate license, in which case the terms of that license govern.

3. The Froogle 2.5 Platform and Features

The Application enables you to receive promotional, marketing, and advertising content (collectively, "Content") and to discover local businesses and offers. Froogle 2.5 introduces and supports the following features, each of which is provided subject to these Terms:

Location-Based Discovery. The Application surfaces nearby businesses and relevant Content based on your device location.
Map View and List View. You may browse businesses visually on an interactive map or as a scrollable list.
Saved Favorites. You may save businesses and offers to your account for quick access later.
Interactive Offers and Merchant Offers. You may view and interact with exclusive offers made available by participating Merchants.
Offer Redemption. You may reveal and redeem offers in-store or as otherwise directed within the Application.
Business Listings. Merchants may create and maintain listings describing their business, location, and offers.
User Accounts. You may create an optional account to enable personalized features such as Saved Favorites and offer history.
Push Notifications and Mobile App Notifications. With your permission, the Application may send notifications about nearby businesses, new or expiring offers, account activity, and service announcements.
Future Feature Expansion. Froogle may add, modify, or remove features over time; new and modified features are governed by these Terms unless accompanied by separate terms.

Froogle makes no warranties regarding the Application or its availability, and may modify the Application or cease providing it, in whole or in part, at any time in its sole discretion. In that event, any Content, offers, or saved items you have collected may cease to be available or valid. Because the Application is made available to you without charge, you shall have no claims against Froogle regarding the Application or Content, including the temporary or permanent unavailability of the Application, any feature, or any Content or offer. Content and offers are not available in all languages, regions, or countries, and Froogle makes no representation that they are appropriate or available for use in any particular location. Froogle and its licensors and assigns reserve the right to change, suspend, remove, or disable access to any Content, offer, listing, or service at any time without notice, and will not be liable for doing so. Froogle may also impose limits on the use of or access to certain features or services without notice or liability.

4. User Accounts

Registration is optional, but certain features—including Saved Favorites, offer history, and personalized notifications—may require you to create an account. When you register, you agree to provide accurate, current, and complete information and to keep it up to date. You are responsible for maintaining the confidentiality of your account credentials and for all activity that occurs under your account. You agree to notify Froogle promptly of any unauthorized use of your account. Froogle is not liable for any loss or damage arising from your failure to safeguard your credentials.

5. Location-Based Discovery and Notifications

The Application uses location technologies to power Map View, List View, Location-Based Discovery, and location-relevant offers. You control whether the Application may access your location through your Device settings and the Application settings, and you may disable location access at any time; doing so may limit or disable certain features.

With your permission, the Application may send Push Notifications and Mobile App Notifications, including notices about nearby businesses, new or expiring offers, saved-item reminders, and account or service announcements. You may manage or disable notifications at any time through your Device settings or the Application settings. As part of providing the Application, Froogle may from time to time need to send you service announcements and administrative messages, and you consent to receiving these communications.

6. Merchant Offers and Redemption

Offers, deals, and promotions displayed in the Application are created and provided by independent Merchants. Froogle does not control and is not responsible for the substance, accuracy, availability, pricing, quality, or honoring of any offer. Offers may be modified, limited, suspended, or withdrawn by the Merchant or by Froogle at any time, and may be subject to additional terms, conditions, or expiration dates imposed by the Merchant.

When you reveal or redeem an offer, you agree to comply with any terms the applicable Merchant imposes on that offer. Redemption occurs directly between you and the Merchant. Froogle is not a party to, and disclaims all responsibility and liability for, any transaction between you and a Merchant, including a Merchant’s refusal to honor an offer. You shall fully indemnify Froogle for your violation of any Merchant’s offer terms.

7. Business Listings

Business listings, including descriptions, hours, locations, images, and offers, are supplied by Merchants or their representatives. Froogle does not independently verify listing information and disclaims responsibility for its accuracy, completeness, or currency. Merchants are solely responsible for the content and legality of their listings and offers. Froogle may, in its sole discretion and without notice, decline, edit, suspend, or remove any listing or offer.

8. Promotional Material and Third-Party Vendors

Content is provided by independent third-party Vendors, and Froogle disclaims all responsibility and liability for Content. You acknowledge that Froogle is not responsible for the accuracy, usefulness, safety, or intellectual property rights of or relating to any Content, and is in no way responsible for providing any Content on behalf of any Vendor. VENDORS ARE THE SOLE PARTIES RESPONSIBLE FOR CONTENT.

You understand and acknowledge that you may be exposed to Content that is inaccurate, offensive, indecent, or objectionable, and you hereby waive any legal or equitable rights or remedies you have or may have against Froogle in this respect. You agree to abide by the terms and conditions that any Vendor may impose on any Content, and you shall fully indemnify Froogle for your violation of any such terms and conditions.

9. Intellectual Property

You have no ownership rights in the Application. You have only a limited license to use the Application subject to these Terms. Ownership of the Application, Documentation, and all intellectual property rights in and to them remains at all times with Froogle or its licensors and assigns. All rights not expressly granted to you are reserved to Froogle. You may not remove any proprietary notice of Froogle or its licensors from the Application, Documentation, or Content, or any copy or component of them, and all copyright notices must be retained at all times.

You agree that the Application contains proprietary content, information, and materials protected by applicable intellectual property and other laws, including copyright, and that you will not use such proprietary content except for permitted use of the Application. No portion of the Application may be reproduced in any form or by any means. You agree not to modify, rent, lease, loan, sell, distribute, or create derivative works based on the Application, and you shall not exploit the Application in any unauthorized way, including by trespass or by burdening network capacity. You further agree not to use the Application to harass, abuse, stalk, threaten, defame, or otherwise infringe or violate the rights of any other party, and Froogle is not responsible for any such use by you or for any harassing, threatening, defamatory, offensive, or illegal messages or transmissions you may receive as a result of using the Application.

10. Acceptable Use and Restrictions

Except as expressly set forth in these Terms, you shall not, and shall not permit any third party to:

reverse engineer or attempt to discover the underlying code of the Application;
circumvent, disable, or otherwise interfere with security-related features of the Application or any Content;
modify the Application or any Content, insert any code or product, or otherwise manipulate the Application or any Content; or
modify, frame, reproduce, archive, sell, lease, rent, exchange, create derivative works from, publish, publicly perform, display, disseminate, distribute, broadcast, retransmit, circulate to any third party or on any third-party website, or otherwise use the Application or any Content except as expressly permitted by these Terms.

To the extent any restriction in this Section is not enforceable under applicable law, you shall inform Froogle in writing prior to engaging in the activity. In using the Application or any Content, you may not, directly or indirectly: (a) violate the legal rights of others, including by defaming, abusing, stalking, or threatening others, or infringing any intellectual property, moral, or other rights; (b) commit any action that is (or that Froogle reasonably believes to be) illegal, fraudulent, or unauthorized, or that involves stolen, illegal, counterfeit, fraudulent, pirated, or unauthorized material; or (c) commit any action that does not comply with all applicable laws, rules, and regulations, including failing to obtain necessary permits, licenses, or registrations, or that would cause Froogle to violate any law or regulation or infringe any right of any third party.

11. Indemnification

You shall indemnify Froogle and its affiliates, employees, officers, directors, and agents from and against any and all third-party allegations (even if false, fraudulent, or groundless) asserted in any claim, action, lawsuit, investigation, or proceeding, whether actual or alleged, arising out of or related in any way to: (i) your breach of these Terms; (ii) your use of the Application or any Content in a manner that may violate any third-party intellectual property, moral, or contractual rights; or (iii) your use of the Application or any Content in violation of any law, regulation, or court order. Your choice of counsel for these purposes must be reasonably satisfactory to Froogle. You may not settle or compromise any claim that imposes any obligation on Froogle or that may affect Froogle’s rights without Froogle’s prior written consent. Froogle may participate in the defense of any claim with counsel of its own choice at its own expense.

12. Disclaimer of Warranties

YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT USE OF THE APPLICATION IS AT YOUR SOLE RISK AND THAT THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY, AND EFFORT IS WITH YOU. THE APPLICATION, DOCUMENTATION, AND ALL CONTENT AND OFFERS ARE PROVIDED "AS IS" AND "AS AVAILABLE," WHETHER OFFERED IN BETA OR IN UPDATED AND FINAL FORM. FROOGLE EXPRESSLY DISCLAIMS ALL WARRANTIES (INCLUDING AS TO THE PERFORMANCE OF THE APPLICATION OR THE SUBSTANCE OF ANY CONTENT OR OFFER), INCLUDING WITHOUT LIMITATION THE EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. ANY RELIANCE ON THE APPLICATION, CONTENT, OR OFFERS IS AT YOUR OWN RISK, AND FROOGLE DOES NOT AND SHALL NOT ACCEPT ANY LIABILITY FOR THE APPLICATION, CONTENT, OR OFFERS, INCLUDING WITHOUT LIMITATION THE UNAVAILABILITY OR MODIFICATION OF ANY CONTENT OR OFFER OR THE FAILURE OF ANY VENDOR OR MERCHANT TO PROVIDE OR HONOR ANY OFFER OR PROMISED CONTENT.

13. Limitation of Liability

FROOGLE IS MAKING THIS APPLICATION AVAILABLE TO YOU WITHOUT CHARGE AND, AS SUCH, FROOGLE SHALL NOT HAVE ANY LIABILITY ARISING OUT OF THE LICENSE, SUPPLY, OR USE OF THE APPLICATION, CONTENT, OR OFFERS, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR OTHERWISE. IN NO EVENT SHALL FROOGLE BE LIABLE TO YOU OR ANY OTHER PERSON OR ENTITY FOR DIRECT, INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, LOSS OF PROFITS, LOSS OF DATA, OR LOSS-OF-USE DAMAGES) ARISING OUT OF THE MANUFACTURE, SUPPLY, SALE, OR USE OF THE APPLICATION, CONTENT, OR OFFERS, EVEN IF FROOGLE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES.

14. Termination

Froogle may suspend or terminate these Terms and your use of the Application, Content, or offers at any time if: (i) you violate these Terms, including by using the Application, Content, or an offer in violation of any third-party right or any law, regulation, or court order; (ii) Froogle is unable to verify or authenticate any information you provide; (iii) such information becomes inaccurate; or (iv) Froogle decides in its sole discretion to cease offering the Application, any feature, or any Content. Upon termination, you must immediately cease all use of the Application and Documentation. The Sections governing Scope of License, User Accounts, Merchant Offers and Redemption, Promotional Material, Intellectual Property, Acceptable Use and Restrictions, Indemnification, Disclaimer of Warranties, Limitation of Liability, and this Section survive the termination or expiration of this agreement for any reason.

15. Miscellaneous and Governing Law

These Terms represent the entire agreement between the parties regarding their subject matter and supersede all other agreements, whether written or oral, provided that use of any Content or offer may be subject to additional terms provided by the applicable Vendor or Merchant. A waiver of any default or of any term or condition of these Terms shall not be deemed a continuing waiver or a waiver of any other default, term, or condition, but shall apply solely to the instance to which it is directed. Froogle may assign its rights or obligations under these Terms. You agree not to assign any rights under these Terms; any attempted assignment shall be null and void and shall result in termination of these Terms. If any part of these Terms is invalid or unenforceable, that invalidity or unenforceability shall not affect the validity or enforceability of any other part, which shall remain in full force and effect.

These Terms are governed by the laws of the State of Minnesota, and the competent courts located in Hennepin County shall have exclusive jurisdiction to hear any disputes arising under them.

Part II — Privacy Policy

16. Privacy Policy: Overview

We respect and are committed to protecting your privacy. This Privacy Policy governs your use of the Froogle Application for mobile devices and the related website, which help you discover local businesses and receive location-based promotional, marketing, and advertising content and offers. We will not sell your personally identifiable information.

17. Information We Collect

User-Provided Information

The Application obtains the information you provide when you download, register, or use the Application. Registration is optional; however, you may not be able to use some features—such as Saved Favorites, offer history, and personalized notifications—unless you register. When you register and use the Application, you generally provide: (a) your name, email address, age, username, password, and other registration information; (b) transaction-related information, such as when you respond to or redeem offers or download or use applications from us; (c) information you provide when you contact us for help; (d) payment information, if and when the purchase or use of any paid feature is offered; and (e) information you enter while using the Application, such as saved businesses and preferences. We may use the information you provide to contact you from time to time with important information, required notices, and marketing promotions.

Automatically Collected Information

The Application may automatically collect certain information, including but not limited to the type of mobile device you use, your device’s unique identifier, the IP address of your device, your mobile operating system, the type of mobile browsers you use, and information about how you use the Application, including your interactions with businesses, listings, and offers.

18. Location Information

When you use the Application, we may use GPS, Beacon, or similar technologies to determine your current location in order to power Location-Based Discovery, Map View, List View, and to display relevant location-based Content and offers. We will not share your current location with other users. If you do not want us to use your location, you can turn off location services in your account settings, in your device settings, or within the Application, and you may delete the Application. Disabling location may limit or disable certain features.

The Application may provide Froogle with information about your actual location if you allow it to access your location through your device. Froogle may use this data for statistical purposes. If you choose to make your visit available to Merchants related to location-based Content, Froogle may notify the applicable Merchant when you are present at that Merchant’s physical location. Except as statistical information, or to Merchants where you consent, Froogle will not share your location with any third party.

19. Push and Mobile App Notifications

With your permission, we may send push notifications and in-app notifications to your device regarding nearby businesses, new or expiring offers, reminders about your Saved Favorites, account activity, and service or administrative announcements. You can enable or disable notifications at any time through your device settings or the Application settings. Certain service and administrative messages may be necessary to provide the Application, and you consent to receiving those messages.

20. Saved Favorites and Account Data

If you create an account and use features such as Saved Favorites, we store the businesses and offers you save, along with related account preferences and activity, so we can provide those features and personalize your experience. You may edit or remove your saved items within the Application, and you may request deletion of your account data as described in the Data Retention and Opt-Out sections below.

21. Sharing With Third Parties and Merchants

We share your information with third parties only in the ways described in this Privacy Policy. We may disclose User-Provided and Automatically Collected Information:

as required by law, such as to comply with a subpoena or similar legal process;
when we believe in good faith that disclosure is necessary to protect our rights, protect your safety or the safety of others, investigate fraud, or respond to a government request; and
with trusted service providers who work on our behalf, do not have an independent right to use the information we disclose to them, and have agreed to adhere to the rules set forth in this Privacy Policy.

If Froogle is involved in a merger, acquisition, or sale of all or a portion of its assets, you will be notified via email and/or a prominent notice on our website of any change in ownership or use of your information, as well as any choices you may have regarding your information.

To provide Content and offers that enhance your discovery and shopping experience, Froogle may provide Merchants with some of your Personal Information, including your past activity or visit history and, if you consent, the fact that you are physically located at a Merchant’s location. Froogle does not provide participating Merchants with your phone number or email address, or any other means of contacting you directly except through the Froogle Application services. Any personal information you provide directly to a Merchant or other third party is subject to that party’s privacy policy. Except as described above, Froogle is not responsible for the content or privacy practices of Merchants or other third parties, and we encourage you to review their privacy practices before providing them with personal information.

22. Your Choices and Opt-Out Rights

You can stop all collection of information by the Application by uninstalling it using the standard uninstall process available through your device or the applicable app marketplace. You may manage location and notification permissions at any time in your device or Application settings. You may also request to opt out or request deletion of your User-Provided Data by emailing info@froogleapp.com, and we will respond within a reasonable time. Please note that some or all of your User-Provided Data may be required for the Application to function properly.

23. Data Retention and Managing Your Information

We retain User-Provided Data for as long as you use the Application and for a reasonable time thereafter. We retain Automatically Collected Information for up to 24 months, after which we may store it in aggregate form. If you would like us to delete User-Provided Data you have provided through the Application, please contact us at info@froogleapp.com and we will respond within a reasonable time.

24. Children

We do not use the Application to knowingly solicit data from or market to children under the age of 13. Froogle requires that users be 21 years of age or older where the promotional, marketing, or advertising Content relates to products that have a lawful minimum-age requirement for purchase. If a parent or guardian becomes aware that their child has provided us with information without their consent, they should contact us at info@froogleapp.com, and we will delete such information from our files within a reasonable time.

25. Security

We are concerned about safeguarding the confidentiality of your information. We provide physical, electronic, and procedural safeguards to protect the information we process and maintain, and we limit access to authorized employees and contractors who need to know that information in order to operate, develop, or improve the Application. Where payment or sensitive information is transmitted, we use industry-standard encryption such as Secure Sockets Layer (SSL) technology. Please be aware that, although we endeavor to provide reasonable security, no security system can prevent all potential security breaches.

26. Changes to This Policy

This Privacy Policy may be updated from time to time for any reason. We will notify you of any changes by posting the updated Privacy Policy here and, where appropriate, informing you via email or text message. You are advised to review this Privacy Policy regularly, as continued use of the Application is deemed approval of all changes. You can request the history of this policy by emailing info@froogleapp.com.

28. Contact Us

If you have any questions regarding privacy while using the Application, or questions about our practices, please contact us by email at info@froogleapp.com. For privacy requests, including opt-out and deletion requests, please email info@froogleapp.com.