TERMS OF SERVICE

1. ACCEPTANCE OF TERMS
Welcome to the gift card and greeting card personalization website of Sears Canada (Website). The provision of these services (the “Service”) by Preferred One Inc. is subject to the following terms and conditions and any rules, guidelines or policies (collectively, 'Terms of Service') that may be published from time to time by Sears Canada or Preferred One Inc. Preferred One Inc. may update any or all of the Terms of Service from time to time without notice. You understand that this service is provided 'AS IS'. By accessing and using the Website you are agreeing to comply with and be bound by the Terms of Service. If you do not wish to comply with the Terms of Service, please do not access or use any part of the Website. Sears Canada or Preferred One Inc. may refuse to offer any or all of the services to anyone at any time, in their sole discretion.


2. PRODUCTS AND SERVICES
You may select and personalize (with text, pictures or graphics) various products, including but not limited to greeting cards and gift cards (some of which may be personalized) (collectively, the 'Products'). When you have completed and paid for your order, Preferred One Inc. will produce the Products you have selected and send them to the recipients specified by you. The pricing for the Products, which is stated in Canadian dollars, is set forth on the Website. Please note that prices and fees may change from time to time. The price charged to you will be the price set forth on the Website at the time you place your order.


3. USE OF SITE
You understand that all information, data, text, software, music, sound, photographs, graphics, video, messages or other materials ('Content'), whether publicly posted or privately transmitted, are the sole responsibility of the person from whom such Content originated. This means that you are entirely responsible for all Content that you upload, post, email or otherwise transmit using the Service. Sears Canada and Preferred One Inc. do not control the Content posted using the Service and as, such does not guarantee the accuracy, integrity or quality of such Content. You understand that by using the Service, you may be exposed to Content that is offensive, indecent or objectionable. Under no circumstance will Sear Canada or Preferred One Inc. be liable in any way for any Content, including, but not limited to, errors or omissions in any Content, or for any loss or damage of any kind incurred as a result of the use of any Content uploaded, posted, emailed or otherwise transmitted or hosted using the Service. You acknowledge that Sears Canada and Preferred One Inc. do not pre-screen Content, but that Sears Canada and Preferred One Inc. shall have the right (but not the obligation) to refuse or move or delete any Content that is made available using the Service, including without limitation any Content that violates the Terms of Service or is otherwise objectionable. You agree that you must evaluate, and bear all rights and obligations associated with, the use of any Content, including reliance on the accuracy, completeness or usefulness of such Content. You also acknowledge and agree that Sears Canada or Preferred One Inc. may preserve or remove Content and may disclose Content, including information about your account or your use of the Service, to any third party if required to do so by law or in the good faith belief that such preservation, removal or disclosure is necessary to:

(a) comply with legal process;

(b) enforce the Terms of Service;

(c) respond to claims that any Content violated the rights of third parties;

(d) protect the rights, property, or personal safety of Sear Canada and Preferred One Inc. or the public. By way of example, and not as a limitation, you agree that Sears Canada or Preferred One Inc. may remove Content or terminate your account without notice, if Sears Canada or Preferred One Inc. believes, in its sole discretion, that you are engaged in any of the following activities:

1. uploading, posting, emailing or otherwise transmitting any Content that is unlawful, harmful, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, libelous, invasive of another''s privacy, hateful, or racially, ethnically or otherwise objectionable;

2. harming minors in any way;

3. impersonating any person or entity, including, but not limited to, a Preferred One Inc. employee, or falsely stating or otherwise misrepresenting your affiliation with a person or entity;

4. creating false, misleading or duplicative addresses for members in order to disguise the destination of any Content transmitted through the Service;

5. forging headers or otherwise manipulating identifiers in order to disguise the origin of any Content transmitted through the Service;

6. adopting of names and addresses for the purpose of cybersquatting;

7. uploading, posting, emailing or otherwise transmitting any Content that you do not have a right to transmit under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements);

8. uploading, posting, emailing or otherwise transmitting any Content that infringes any patent, trademark, trade secret, copyright, publicity or other proprietary right (Rights) of any party;

9. uploading, posting, emailing or otherwise transmitting any unsolicited or unauthorized advertising, promotional materials, 'junk mail','spam' 'chain letters,' 'pyramid schemes,' or any other form of such solicitation;

10. uploading, posting, emailing or otherwise transmitting any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;

11. interfering with or disrupting the Service or servers or networks connected to the Service, or disobeying any requirements, procedures, policies or regulations of networks connected to the Service;

12. intentionally or unintentionally violating any applicable local, state, national or international law, including, but not limited to, regulations promulgated by the U.S. Securities and Exchange Commission, any rules of any national or other securities exchange, including, without limitation, the New York Stock Exchange, the American Stock Exchange or the NASDAQ, and any regulations having the force of law;

13. 'stalking' or otherwise harassing another; or

14. harvesting or otherwise collecting information about others, including email addresses, without their consent.


4. NO RESALE OF SERVICE
You agree not to reproduce, duplicate, copy, sell, resell or exploit for any commercial purposes, the Service, use of the Service or access to the Service.


5. MODIFICATIONS TO SERVICE
Sears Canada and Preferred One Inc. reserve the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Service (or any part thereof) with or without notice. You agree that Sears Canada nor Preferred One Inc. shall not be liable to you or any third party for any modification to or discontinuance of the Service.


6. CONTENT POSTED ON THE SERVICE
You agree that upon posting any material on the Service, you grant Sears Canada, Preferred One Inc., and its successors and assigns, a non-exclusive worldwide, royalty free, perpetual, non-revocable license under your copyrights or other intellectual property rights, if any, in such material to distribute, display, and reproduce such material to other members. You also grant Sears Canada and Preferred One Inc. the right to authorize the downloading and printing in whole or in part of any material that you have posted to a group on the Service, by members for their personal use. You agree to take whatever action necessary to protect your own intellectual property rights in such Content, including the posting of appropriate copyright notices.


7. THE WEBSITE PROPRIETARY RIGHTS
You acknowledge and agree that the Content, including but not limited to text, software, music, sound, photographs, graphics, video, page layout and design or other material contained in the Service or information presented through the Service by the Website is protected by copyrights, trademarks, service marks, patents, or other proprietary rights and laws. The Content received through the Service may be displayed, reformatted, and printed by you for your personal, non-commercial use only. You agree not to modify, copy, reproduce, republish, upload, post, transmit, sell or distribute in any way the Content available through the Service, including code and software.


8. EXTERNAL LINKS
The Service may provide, or third parties may provide, links to other World Wide Web sites and resources. You acknowledge and agree that Sears Canada and Preferred One Inc. are not responsible for the availability of these outside resources, and do not endorse and are not responsible for any Content, advertising, products or other material on or available from such sites or resources. You further acknowledge and agree that Sears Canada and Preferred One Inc. shall not be held responsible or liable, directly or indirectly, for any loss or damage caused or alleged to have been caused by use of or reliance on any such Content, goods or services available on or through any such sites or resources.


9. SCANNED DATA
9.1 Copyright Policy, Representation and Indemnity.
You are wholly responsible for any data you transmit to this Site ('Scanned Data'), whether such data consists of pictures, art work, text, or other data types, such as audio, video, or multimedia. It is illegal to reproduce or distribute copyrighted material without the permission of the copyright owner. You are responsible for assuring that no Scanned Data you transmit to this Website violates any copyright, and that it complies with Subsection 9.2 of the Terms of Service. Before transmitting Scanned Data to the Website, you should assure that such Scanned Data is in the public domain and therefore not subject to copyright protection, or that you have the consent of the copyright owner to use the material. By uploading Scanned Data to the Website and/or by submitting Scanned Data for integration into any Product for processing, sharing, storage or fulfillment: (i) you grant Sears Canada and Preferred One Inc. a limited, royalty free and non-exclusive license to use, adapt, transmit, transfer, store, copy and display the Scanned Data solely in connection with providing products and/or services to you; and (ii) you represent and warrant to Sears Canada and Preferred One Inc. that the Scanned Data are in the public domain; or that you have all right, title and interest in and to all copyrights in the Scanned Data, or that you have the express permission to copy and use such Scanned Data for all purposes related to the products you order through this Site. You further represent that the Scanned Data does not violate or infringe upon the proprietary rights (including privacy, moral or publicity rights) of others.

9.2 Scanned Data Content Policy and Acknowledgement; Compliance with Law.
You may not upload to a Site any material that (a) infringes any copyright, trademark, right of privacy, right of publicity, or any other right of a third party; or (b) is unlawful, threatening, abusive, libelous, defamatory, obscene, pornographic, profane or offensive to the community or to any reasonable segment thereof. (Material of the type described in clauses (a) and (b) is referred to, collectively, as 'Inappropriate Content').
The content of the Scanned Data you submit is governed by applicable laws (including laws which prohibit copyright infringement, obscenity, pornography, child pornography, or child abuse). Sears Canada and Preferred One Inc. have no obligation to monitor the Scanned Data. However, Sears Canada (and their licensees, suppliers, fulfillers, and Third-Party Portals) and Preferred One Inc. reserve the right at all times to review the Scanned Data, to disclose the Scanned Data as necessary to satisfy any laws, regulations or government requests and to report any potential violations of law to law enforcement authorities, to refuse to post or transmit the Scanned Data, to remove the Scanned Data, and to refuse to perform any orders for processing or fulfillment for Scanned Data, that are, in Sears Canada’s and Preferred One Inc.'s sole judgment and discretion, (or in the sole judgment and discretion of any of the entities described above), objectionable or in violation of these Terms. In the event that you submit Scanned Data to the Website for inclusion on a gift card and Sears Canada believes the gift card contains Inappropriate Content, Sears Canada may reserve the right to refuse to honour the gift card.

9.3 Indemnification.
You agree to indemnify Sears Canada and Preferred One Inc., and hold them and their licensees, service providers, suppliers and fulfillers, owners and operators of Third-Party Portals, harmless from and against any and all losses, damages, costs or expenses, including reasonable attorneys' fees, arising out of (a) any claim by a third party that the Scanned Data (or the use thereof) constitutes an infringement or other violation of such third party's trademark, copyright, intellectual property rights or other rights; or (b) your use of any Inappropriate Content; or (c) any violation of law by you. Your obligation to indemnify and hold Sears Canada and Preferred One Inc. harmless shall survive any expiration and termination of these Terms.

10. LIMITATION, DISCLAIMER OF WARRANTIES, LIMITATION OF LIABILITIY
10.1 You agree that in the event of any damage to or loss of any Product by Sears Canada or Preferred One Inc. (or by their licensees, suppliers, fulfillers, owners and operators of Third-Party Portals), even through negligence or other fault, by Sears Canada’s and Preferred One Inc.'s sole obligation (and the sole obligation of our licensees, suppliers, fulfillers, owners, and operators of Third-Party Portals), and your sole remedy, is by Sears Canada's option, to replace the lost or damaged Product(s) or provide you with a refund or credit, for the cost of the purchase price for lost or damaged Product(s). You must submit a claim within thirty (30) days of the damage or loss.

10.2 DISCLAIMER OF WARRANTIES YOU EXPRESSLY UNDERSTAND AND AGREE THAT: YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK. THE SERVICE IS PROVIDED ON AN 'AS IS' AND 'AS AVAILABLE' BASIS. PREFERRED ONE INC. EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT. PREFERRED ONE INC. MAKES NO WARRANTY THAT (A) THE SERVICE WILL MEET YOUR REQUIREMENTS, (B) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE, (C) THE RESULTS THAT MAY BE OBTAINED FROM THE SERVICE WILL BE ACCURATE OR RELIABLE, (D) ANY ERRORS IN THE SERVICE WILL BE CORRECTED OR (E) THIS SERVICE OR THE CONTENT RETRIEVED THROUGH IT ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. PREFERRED ONE INC. MAKES NO WARRANTY REGARDING ANY GOODS OR SERVICES OR THE DELIVERY OF ANY GOODS OR SERVICES PURCHASED OR OBTAINED THROUGH OR FROM ITS SPONSORS, THIRD PARTIES OR MEMBERS, OR REGARDING ANY TRANSACTIONS ENTERED INTO THROUGH SUCH MEMBER, THIRD PARTIES OR SPONSORS. ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE SERVICE IS RECEIVED AT YOUR OWN RISK AND YOU WILL BE RESPONSIBLE FOR ANY DAMAGE TO YOU COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM PREFERRED ONE INC., SEARS CANADA OR THROUGH THE SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TERMS OF SERVICE. LIMITATION OF LIABILITY: YOU EXPRESSLY UNDERSTAND AND AGREE THAT UNDER NO CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE, SHALL PREFERRED ONE INC. BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF PREFERRED ONE INC. HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM (A) THE USE OR THE INABILITY TO USE THE SERVICE FOR ANY REASON; (B) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES; (C) ANY GOODS OR SERVICES PURCHASED OR OBTAINED OR CONTENT RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE SERVICE; (D) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (E) STATEMENTS, CONDUCT OR CONTENT OF ANY THIRD PARTY ON THE SERVICE; OR (F) ANY OTHER MATTER RELATING TO THE SERVICE. YOU EXPRESSLY UNDERSTAND AND AGREE THAT SEARS CANADA AND PREFERRED ONE INC. ARE NOT RESPONSIBLE OR LIABLE TO YOU OR ANYONE ELSE FOR ANY THREATENING, DEFAMATORY, OBSCENE, OFFENSIVE OR ILLEGAL CONDUCT OF ANY OTHER PARTY OR ANY INFRINGEMENT OF ANOTHER'S RIGHTS, INCLUDING INTELLECTUAL PROPERTY AND PUBLICITY RIGHTS. IF YOU ARE DISSATISFIED WITH THE SERVICE, THE MATERIALS AVAILABLE ON OR THROUGH THE SERVICE, OR WITH ANY OF THE TERMS OF SERVICE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE SERVICE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THESE LIMITATIONS MAY NOT APPLY TO YOU.

11. TERMINATION
You agree that Sears Canada or Preferred One Inc., in its sole discretion, may terminate your right to use the Service, and remove and discard any Content within the Service, for any reason, including without limitation, if Sears Canada or Preferred One Inc. believes that you have violated or acted inconsistently with the letter or spirit of the Terms of Service. You agree that any termination of access to the Service under any provision of the Terms of Service may be effected without notice, and acknowledge and agree that Preferred One Inc. may immediately deactivate or delete your account and all related information and files in your account and/or bar you from any further access to such files or the Service. Further, you agree that Sears Canada and Preferred One Inc. shall not be liable to you or any third party for any termination of access to the Service. The disclaimers and limitations of liabilities set forth in the Terms of Service shall survive any such termination.

12. PRIVACY AND SERCURITY
12.1 Preferred One Inc. will protect and use information provided by you as set forth in the Preferred One Inc. Privacy Policy posted below, as applicable. You agree not to violate or attempt to violate the security of the Website, including without limitation, (a) accessing data that is not intended for your use; (b) logging on to a server or account that you are not authorized to access; (c) probing, scanning or testing the vulnerability of any system or network related in any way to the Site without proper authorization; (d) breaching security or authentication measures without proper authorization; (e) interfering with service to any host, network, other user, including without limitation, sending unsolicited e-mail, flooding, spamming, mailbombing, or crashing; (f) sending promotions and/or advertising products and/or services; or (g) attempting to do any of the preceding.

12.2 You are responsible for protecting the confidentiality of those User IDs and Passwords as chosen by you. Sears Canada and Preferred One Inc. are entitled to rely on the fact that any Scanned Data, orders for products or other information sent to the Site under your User ID and Password for the Site were sent by you. If you believe that the confidentiality of any of your User IDs and/or Passwords has been compromised or that someone has accessed your account without authorization, you should contact Preferred One Inc. immediately.

13. Governing LAW
The Terms of Services are governed by and construed in accordance with the laws of the Province of Ontario, without giving effect to any principles of conflicts of laws. You and Preferred One Inc. and Sears Canada agree to submit to the exclusive jurisdiction of the courts of the Province of Ontario for any action seeking legal or equitable relief arising out of or relating to the Website.

14. COSTS and RETURN ADDRESS
Preferred One Inc. will automatically print a return address on every Product that you print and mail using the Website. The default return address is the address supplied by you for your profile. All costs and taxes are quoted in Canadian dollars. You must pay all applicable taxes on purchases made on the Website. Sears Canada or Preferred One Inc. may in its sole discretion add, delete or change some or all of the prices of Products and Service at any time without any advance notice.

15. MISCELLANEOUS
15.1 The Terms of Service constitute the entire agreement between you, Preferred One Inc. and Sears Canada, and govern your use of the Service, superseding any prior agreements between you and Preferred One Inc. and Sears Canada. The section titles in the Terms of Service are for convenience only and have no legal or contractual effect or significance. The failure of Sears Canada or Preferred One Inc. to exercise or enforce any right or provision of the Terms of Service shall not constitute a waiver of such right or provision. If any provision of the Terms of Service is found by a court of competent jurisdiction to be invalid, then such provision(s) shall be construed, as nearly as possible, to reflect the parties' intentions, and the other provisions of the Terms of Service shall remain in full force and effect.

15.2 For purposes of the Terms of Service, 'you' and 'your' shall mean you and 'we', 'us', and 'our' means Sears Canada, Preferred One Inc. and its affiliates and subsidiaries. Title and risk of loss for products purchased by you through the Website passes to you upon delivery of the Products to our carrier for shipment to you. We reserve the right to amend or modify these Terms or impose new conditions at any time. Such amendments and modifications will be effective immediately upon giving you notice by any means including, but not limited to, posting on the Website. Your use of this Website, however, is subject to the additional disclaimers and caveats that may appear throughout our entire websites.

PRIVACY POLICY

Preferred One Inc. will use its best efforts to protect your privacy while you are logged on to our site. Your registration information is for the purpose of verifying your credentials so we can protect your privacy as best we can against unauthorized participants. We do not use that information for any commercial purpose. Preferred One Inc. will not sell your information to third parties, nor will we access or sell your corporation and employees information to third parties.

The Website may use cookies to enable your experience with the site. A session variable may be placed on your computer so that you can browse from merchant to merchant. These session variables are intended to help facilitate in crediting your organization with the correct monies owed to you. Preferred One Inc. does not use these types of electronic identifiers to track your comings and goings on the Internet or to identify individual product purchases made through the Website.

The Website may include links that direct you off our site and onto another site that may have its own privacy policy that differs from, and is not covered by, this privacy policy.

It is the responsibility of the individual shopper to read the privacy policy of any merchant website he/she visits. Preferred One Inc. is not responsible for the privacy policy terms, shipping terms, liability statements or terms of service located on any merchant website.