Product Perks is a Web Software Provider. Client accounts for our Software and Services are subject to compliance with the terms and conditions set forth below. Under the terms of this agreement, your being a Product Perks client, licensing Product Perks software, and/or viewing any version of the Product Perks CMS (content management system) is an acknowledgement that you have read and understood this agreement, and that you agree to be bound by the terms and conditions below. If you do not wish to be bound by these terms and conditions, you should not proceed to license Software, or view the CMS, or agree to Services, provided by Product Perks.

1. PRIVACY

Our privacy statement is located at http://ProductPerks.com/privacy and is incorporated herein by reference, as it is applicable to the Software and/or Services. In addition:

You will not (and will not allow any third party to) use the Service to track or collect personally identifiable information of Internet users, nor will You (or will You allow any third party to) associate any data gathered from Your website(s) (or such third parties' website(s)) with any personally identifying information from any source as part of Your use (or such third parties' use) of the Service. You will have and abide by an appropriate privacy policy and will comply with all applicable laws relating to the collection of information from visitors to Your websites. You must post a privacy policy and that policy must provide notice of your use of a cookie that collects anonymous traffic data.

2. CLIENT AND THIRD-PARTY CONDUCT

Product Perks services may only be used for lawful purposes. Any use of these services which violates any local, state, federal, or international laws which may apply to Product Perks, your local jurisdiction, or any jurisdiction that you or your site may be subject to is strictly prohibited.

If You use the Software on behalf of any Third Party, You represent and warrant that (a) You are authorized to act on behalf of, and bind to this Agreement, that Third Party.

You shall ensure that each Third Party is bound by and abides by the terms of this Agreement. Product Perks makes no representations or warranties for the direct or indirect benefit of any Third Party. With respect to Third Parties, You shall take all measures necessary to disclaim any and all representations or warranties that may pertain to Product Perks and its wholly owned subsidiaries, the Service, the Software or the Reports, or use thereof. You agree to indemnify, hold harmless and defend Product Perks and its wholly owned subsidiaries, at Your expense, against any and all third-party claims, actions, proceedings, and suits brought against Product Perks or any of its officers, directors, employees, agents or affiliates, and all related liabilities, damages, settlements, penalties, fines, costs or expenses (including, without limitation, reasonable attorneys' fees and other litigation expenses) incurred by Product Perks, or any of its officers, directors, employees, agents or affiliates, arising out of or relating to (a) any representations and warranties made by You concerning any aspect of the Service, the Software or Reports to Third Parties; (b) any claims made by or on behalf of any Third Party pertaining directly or indirectly to Your use of the Service, the Software or Reports; (c) violations of Your obligations of privacy to any Third Party; and (d) any claims with respect to acts or omissions of Third Parties in connection with the Services, the Software or Reports.

Without limiting the generality of the foregoing, You agree not to (and to not allow any third party to):

(a) sublicense, distribute, or use the Software outside of the scope of the License granted herein;

(b) copy, modify, adapt, translate, prepare derivative works from, reverse engineer, disassemble, or decompile the Software or otherwise attempt to discover any source code or trade secrets related to the Service;

(c) use the trademarks, trade names, service marks, logos, domain names and other distinctive brand features or any copyright or other proprietary rights associated with the Software for any purpose without the express written consent of Product Perks;

(d) register, attempt to register, or assist anyone else to register any trademark, trade name, serve marks, logos, domain names and other distinctive brand features, copyright or other proprietary rights associated with Product Perks (or its wholly owned subsidiaries) other than in the name of Product Perks (or its wholly owned subsidiaries, as the case may be);

(e) remove, obscure, or alter any notice of copyright, trademark, or other proprietary right appearing in or on any item included with the Software;

(f) restrict or inhibit any other Client from using Product Perks;

(g) post or transmit any unlawful content;

(h) post, publish, transmit, reproduce or distribute any information or software which contains a virus or other harmful component;

(i) post, publish, transmit, reproduce, distribute or in any way exploit any information, software, or other material for which you do not have the legal rights;

(j) post any inaccurate content for which you, Product Perks, or any third-party may need to be indemnified;

(k) maliciously or intentionally interfere with the proper operation of the system, including but not limited to defeating identification procedures, obtaining access beyond that which you are authorized for, and impairing the availability, reliability, or quality of service for other Clients. You further agree not to interfere with the proper operation of other systems reachable through the Internet, including any attempt at unauthorized access.

You agree to follow the Acceptable Use Policy of any network or service you connect to;

You agree to adhere to system policies as published online by Product Perks, including restrictions on services available with each account type, restrictions on certain features, and all other policies designed to protect and enhance the quality and reliability of service at Product Perks. You agree to abide by any and all future Product Perks policy decisions.

3. SECURITY

You agree that the security of your account is solely your own responsibility. You further agree that if you believe the security of your account has been compromised in any way, you will notify Product Perks immediately in writing by email, to secure@productperks.com, or by mail to Product Perks, 1832 N.E. 15th Ave, Studio 2, Portland, OR 97212. You shall be held fully responsible for any misuse or compromise to your account for which Product Perks is not properly notified. You agree that certain features of your account which may be used to provide shared access to your account are not to be used to resell services to third parties, and that you are responsible for the actions of any party which utilizes those features. You agree that if any security violations are believed to have occurred in association with your account, Product Perks has the right to suspend access to the account pending an investigation and resolution. You also agree that Product Perks has the right to cooperate in any government or legal investigation regarding any aspect of our services, including services sold to you. Any use of our system to engage in software piracy or other violations of law will result in account suspension and will be immediately reported to the appropriate authorities.

4. CONFIDENTIALITY

4.1 Confidential Information. "Confidential Information" means any confidential, trade secret or proprietary information (which may be business, financial or technical information) disclosed by one party to the other under this Agreement that is marked confidential or if disclosed orally designated as confidential at the time of disclosure or that should be reasonably understood to be confidential. All source code, the design and layout of the Content Management System, and processes for developing written scripts, will be considered Confidential Information.

4.2 Confidentiality Obligations. Each party (i) shall not disclose to any third party or use any Confidential Information disclosed to it by the other except as expressly permitted in this Agreement and for purposes of performing this Agreement, and (ii) shall take reasonable measures to maintain the confidentiality of all Confidential Information of the other party in its possession or control, which shall in no event be less than the measures it uses to maintain the confidentiality of its own proprietary information or Confidential Information of similar importance. Each party further agrees to use the other party's Confidential Information only for the purpose of its performance under this Agreement. In addition, the receiving party shall not reverse engineer, disassemble or decompile any prototypes, software or other intangible objects which embody Confidential Information and which are provided to the receiving party hereunder.

(a) Any analysis of the Software and embedded data by any means and by any entity whether human or otherwise and including but without limitation to discover details of internal operation, to reverse engineer, to de-compile object code, or to modify for the purposes of modifying behavior is forbidden.

(b) Any analysis of encoded files by any means and by any entity whether human or otherwise and including but without limitation to discover details of file format or for the purposes of modifying behavior or scope of their usage is forbidden.

4.3 Limitation of Confidentiality. The Obligations set forth in the Section 4.2 ("Confidentiality Obligations") above do not apply to information that (i) is in or enters the public domain without breach of this Agreement, (ii) the receiving party lawfully receives from a third party without restriction on disclosure and without breach of a nondisclosure obligation, (iii) the receiving party knew prior to receiving such information from the disclosing party or develops independently without access or reference to the Confidential Information, (iv) is disclosed with the written approval of the disclosing party, or (v) is disclosed five (5) years from the effective date of termination or expiration of this Agreement.

4.4 Exceptions to Confidentiality. Notwithstanding the Confidentiality Obligations set forth in Section 4.2 above, each party may disclose Confidential Information of the other party (i) to the extent required by a court of competent jurisdiction or other governmental authority or otherwise as required by law but only after alerting the other party of such disclosure requirement and, prior to any such disclosure, allowing (where practicable to do so) the other party a reasonable period of time within which to seek a protective order against the proposed disclosure, or (ii) on a "need-to-know" basis under an obligation of confidentiality substantially similar in all material respects to those confidentiality obligations in this Section to its legal counsel, accountants, contractors, consultants, banks and other financing sources.

5. COPYRIGHT. Copyright extends beyond termination of this agreement to the full extent permitted by law.

5.1 Copyrights by Client. Text written as questions, statements, answers and goals in the Product Perks software is copyright by Client to the extent applicable by law which: (a) is written by Client; and/or (b) is written by a Product Perks consultant in consult with Client. Otherwise, where applicable by law, when Product Perks writes a scripted process and/or text, such process and/or text is copyright by Product Perks and automatically included as part of the Software licensed to the Client for the duration of the renewable license fee, unless in such circumstances where other clauses in these Terms of Service would override such inclusion.

5.2 Copyrights by Product Perks. In addition to all other copyrights and rights reserved by Product Perks, regardless of whether they are mentioned in this agreement, Product Perks copyright includes all (a) HTML code tags, (b) CSS which is (i) not part of a custom button build paid for by Client and (ii) which is written by Product Perks, (c) JavaScript, and (d) any other Product Perks-written code which may be shown to Client and/or Client's site visitors. Use of Product Perks' copyrighted materials after the expiration of this Term shall be considered as competition with Product Perks revenue-earning Software and/or Services.

5.3 Software Byline Credit. When showing the Product Perks Interactive Tool to site visitors on its web pages, Client shall include the byline (such as "Powered by Product Perks") with logo, link and placement as recommended and/or defined by Product Perks. Failure to include such byline on every page shall be grounds for termination of this agreement.

6. INDEMNIFICATION

Client agrees to indemnify, defend, and hold harmless Product Perks from any and all liability, penalties, losses, damages, costs, expenses, attorneys' fees, causes of action or claims caused by or resulting indirectly from Client's use of the service which damages either Client, Product Perks, or any other party or parties without limitation or exception. This indemnification and hold harmless agreement extends to all issues associated with your account, including but not limited to Web site content.

7. NO WARRANTIES

7.1 General Notice. Product Perks makes no warranties or representations of any kind for the services being offered. The service is provided on an "as is" and "as available" basis without warranties of any kind, either express or implied, including but not limited to warranties of title, noninfringement, or implied warranties of merchantability or fitness for a particular purpose. No advice or information given by Product Perks or its agents or employees shall create a warranty. Product Perks provides no warranty that the service will be uninterrupted or error free or that any information, software or other material accessible on the service is free from viruses or other harmful components. Under no circumstances shall Product Perks be liable for any direct, indirect, special, punitive, or consequential damages that result in any way from your use of or inability to use the service, or for third parties' use of the service to access your Web space, or to access the Internet or any part thereof, or your or any third parties' reliance on or use of information, services, or merchandise provided on or through the service, or that result from mistakes, omissions, interruptions, deletion of files, errors, defects, delays in operation or transmission, or any failure of performance. If you are dissatisfied with Product Perks service or any of its terms, conditions, rules, policies, guidelines, or practices, your sole and exclusive remedy is to discontinue using the service.

7.2 Public Content. You understand that by placing information on Product Perks' Software, that such information may become available to public viewers of web content, and that Product Perks has no way of limiting or restricting access to such information or protecting such information from copyright infringement. You assume total responsibility and risk for your use of Product Perks' software and the Internet. It is solely your responsibility to evaluate the accuracy, completeness, and usefulness of all opinions, advice, services and other information, and the quality and merchantability of all merchandise provided through Product Perks or on the Internet generally.

7.3 ECPA Notice. Product Perks reserves the right to monitor any and all communications through or with our facilities. You agree that Product Perks is not considered a "secure communications medium" for the purposes of the ECPA, and that no expectation of privacy is afforded.

7.4 Secure Transactions. Product Perks has implemented and will maintain security systems for its code and databases. Product Perks does not guarantee the security of the data, and Product Perks will not be responsible in the event of any infiltration of its security systems, provided that Product Perks has used commercially reasonable efforts to prevent any such infiltration. Client further acknowledges and agrees that Product Perks is not responsible for any other party's servers (other than subcontractors of Product Perks solely to the extent Product Perks is liable for its own actions hereunder).

7.5 Scheduled Service Interruptions and Emergency Disconnects.

Product Perks will from time to time briefly interrupt service to perform maintenance and Product Perks will exercise reasonable efforts to inform Client before doing so. Product Perks will restore the system as promptly as possible. No compensation will be due to Client for scheduled service interruptions.

Product Perks also reserve the right to disconnect and/or terminate Client on an emergency basis when in good faith Product Perks believe that continued operation is a danger to the Product Perks network, other Clients, or the Internet using public as a whole.

Where Product Perks are threatened with legal action arising from alleged abuse by Client, or alleged violation of intellectual property rights of others by Client or those with access to Client's Account, Product Perks has the right to discontinue service in order to avoid or reduce the risk that Product Perks will be included as a defendant or otherwise held accountable for Client misconduct or negligence.

8. LIMITATIONS ON LIABILITY

IN NO EVENT WILL PRODUCT PERKS' LIABILITY ARISING OUT OF THIS AGREEMENT EXCEED THE FEES PAID TO Product Perks BY CLIENT HEREUNDER DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT WHICH GAVE RISE TO THE CLAIM FOR DAMAGES. IN NO EVENT WILL Product Perks OR ITS LICENSORS HAVE ANY LIABILITY TO CLIENT OR ANY OTHER PARTY FOR ANY LOST OPPORTUNITY OR PROFITS, COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR SPECIAL DAMAGES ARISING OUT OF THIS AGREEMENT, UNDER ANY CAUSE OF ACTION OR THEORY OF LIABILITY (INCLUDING NEGLIGENCE), AND WHETHER OR NOT Product Perks HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. THESE LIMITATIONS WILL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. Notwithstanding the above, the limitations set forth above shall be enforceable to the maximum extent allowed by applicable law.

9. BACKUP OF DATA

Your use of the service is at your sole risk. Product Perks is not responsible for files and data residing on your account. You agree to take full responsibility for files and data transferred and to maintain all appropriate backup of files and data stored on Product Perks servers.

10. TRANSMITTAL OF MATERIALS

You agree not to transmit unsolicited or prohibited advertising or other harassing or illegal materials through electronic mail or other Internet media. The use of Product Perks or any other service with reference to services obtained through Product Perks, for unsolicited mass mailings, postings, or other activities considered an annoyance to others, commonly referred to as "spamming" is strictly prohibited and may cause your services to be terminated immediately and without warning and you will be held fully responsible for any damages to you, Product Perks, or any other party or parties resulting from any such conduct.

11. TERM AND TERMINATION

11.1 Term; Renewal. This Agreement will commence on the later of (i) the date Client accepts the terms of this Agreement (the "Effective Date"), or (ii) the date that Client's recurring license payment is started, if different; and the Term will be renewed with the recurring license payment (on a monthly or yearly basis), unless terminated earlier or suspended according to the provisions of this Agreement. This Agreement will thereafter automatically renew unless either party gives the other party written or electronic notice, in accordance with the terms herein. Such notice must be requested by the Client at least five (5) business days prior to the monthly or yearly renewal date. Any renewal of Client's Software and/or Services is subject to our then-current terms and conditions, successful completion of any applicable authentication procedure, if any, and payment of all applicable fees at the time of renewal.

11.2 Suspension and Termination. Either party hereto may, at its option, and without notice, terminate this Agreement, effective immediately, should the other party hereto (i) admit in writing its inability to pay its debts generally as they become due; (ii) make a general assignment for the benefit of creditors; (iii) institute proceedings to be adjudicated a voluntary bankrupt, or consent to the filing of a petition of bankruptcy against it; (iv) be adjudicated by a court of competent jurisdiction as being bankrupt or insolvent; (v) seek reorganization under any bankruptcy act, or consent to the filing of a petition seeking such reorganization; or (vi) have a decree entered against it by a court of competent jurisdiction appointing a receiver liquidate, trustee, or assignee in bankruptcy or in insolvency covering all or substantially all of such Party's property or providing for the liquidation of such party's property or business affairs.

(a) By Client. Client may terminate this Agreement upon prior written notice to Product Perks by notifying Product Perks by mail at the address on the Contact page, or by email at: cancel@productperks.com and following the instructions for cancellation. Subject to the above, Product Perks shall use commercially reasonable efforts to cancel the Services within five (5) business days following such written notice from Client. Client shall be responsible for the payment of all fees due and payable through the effective date of termination. Termination requests for non- Product Perks, third party services may not be made through Product Perks. Client must instead contact such third parties directly to cancel such services.

(b) By Product Perks. Notwithstanding the above Section 'Term; Renewal', Product Perks reserves the right to refuse or discontinue or suspend access to the Software and/or Service to anyone at Product Perks' sole discretion, including: If (a) Client breaches the Agreement, (b) perpetrates fraud, (c) causes or fails to secure access to its account relating to the Software, (c) if Product Perks reasonably suspects fraudulent activity on Client's payment services account, or (g) non payment of invoice; or

(i) Immediately, without prior notice, if Product Perks reasonably believes Client's breach compromises the security of the Software and/or Services in any material fashion, if data in violation of this agreement is being entered into Client's Product Perks Content Management System, or Client's financial processor or Financial Institution with which Client has a Client account requires such termination or suspension.

(ii)Product Perks may terminate this Agreement without cause for any reason, with a month's prior notice emailed or mailed to Client. If termination is without cause, Product Perks shall refund any pro-rated license fees paid by Client, regardless of any other clauses in this Agreement.

11.3 Discontinuance and Third Parties. Product Perks shall have no responsibility to notify any third-party providers of services, merchandise, or information, nor any responsibility for any consequences resulting from such discontinuance or lack of notification.

11.4 Effect of Termination.

In the event of termination by Client, Product Perks will cease providing the Software and/or Services and cease charging Client's credit card, if applicable, for any recurring fees as of the expiration of the billing cycle in which the termination is effective. If termination of this Agreement is due to your default hereunder, you shall bear all costs of such termination, including any reasonable costs Product Perks incurs in closing your account. You agree to pay any and all costs incurred by Product Perks in enforcing your compliance with this Section. Upon termination, your rights to use the Services, and any other rights granted hereunder, shall immediately cease, and you shall destroy any copy of the materials licensed to you hereunder and referenced herein. To the extent permitted by applicable law, you agree that upon termination for any reason, we may delete all information relating to your use of the Software and/or Service. Notwithstanding the foregoing, the provisions of Sections 'Confidentiality', 'Copyright', and Sections 13.3, 13.4, and Client's obligations to pay all fees due through the effective date of termination will survive any termination of this Agreement.

Upon any termination or expiration of this Agreement, Product Perks shall cease providing the Software and/or Service, and Client shall delete all copies of Product Perks code from all Pages and certify thereto in writing to Product Perks within five (5) business days of such termination. In the event of any termination (a) Client shall not be entitled to any refunds of any usage fees or any other fees, and (b) any (i) outstanding balance for Software and/or Service rendered through the date of termination, and (ii) other unpaid payment obligations during the remainder of the Initial Term will be immediately due and payable in full and (c) all of Client's historical report data will no longer be available to Client unless a purchase or professional services agreement for the exchange and transfer of such data is entered into as a component of termination.

11.5 Bundled Software and/or Services. In addition to the terms set forth above, if you purchase Software and/or Services which are sold together as part of a "bundled" package of services, any termination relating to such bundle will terminate all Product Perks software and/or services included in such bundle. In such cases we may, in our sole discretion and subject to your agreeing to be bound by the applicable agreement(s) and to pay the applicable fees, allow you to convert certain software and/or services included in the bundled services to stand alone software and/or services. Notwithstanding the above, termination of the Software and/or Services will terminate any add-on software and/or services.

11.6 Client Responsibility Upon Termination. Within five (5) business days after termination of this contract, Client shall remove all material on its websites and/or Third Party sites to which Product Perks has the rights.

11.7 These Terms of Service May be Updated Anytime.

(a) Except as otherwise provided in this Agreement, Client agrees that Product Perks may: (1) revise the terms and conditions of this agreement, including without limitation modifying the service fees or payment terms; and/or (2) change part of the Software and/or Services provided under this Agreement at any time. Any fees paid by Client if Client terminates its Agreement with Product Perks are nonrefundable, except as otherwise expressly stated herein, but Client will not incur any additional fees. By continuing to use Product Perks' Software and/or Services after any revision to this Contract or change in Software and/or Services, you agree to abide by and be bound by any such revisions or changes.

(b) Product Perks shall email Clients a link to the updated terms before such updates apply to the Client. Emails shall be sent to the Client email on file with Product Perks. In the event that Clients have changed their email and/or do not receive their email, Clients are responsible for reviewing the Terms of Service. Product Perks reserves the right to modify its pricing schedule at any time.

(c) At least 30 days notice, or until the end of the current monthly or yearly Term, whichever is at a later date, shall be given before the new pricing shall go into effect for existing Clients.

12. PAYMENT

12.1 Identification Information. You agree that you as the person legally responsible for use of this account, are at least 18 years of age. You agree to supply Product Perks with a current and truthful name, postal address, email address and telephone number for our records, and you have a continued obligation to keep this information current. You also agree that you are an authorized Client of any credit card that you supply to us and agree that we have an obligation to fully investigate any possible fraudulent credit card use.

12.2 Billing Follow-Up Attempts. Billing authorized by Client which fails shall have two (2) follow-up attempts. In the event that those attempts also fail, this agreement shall be terminated.

12.3 No Split Transactions. Payment for Product Perks shall not be made to any person or entity except to Product Perks, persons or entities listed on the Product Perks Contact page. Each payment for software or service shall be made to a single recipient, and each software or service item shall be paid for either in a single payment, or in a recurring subscription payment.

12.4 When Client pays through PayPal, it shall be a recurring transaction. The amount of the recurring transaction may vary in accordance with purchases made by and clearly communicated to the Client, and are not limited to but may include start-up fees in the first month.

12.5 Due Upon Start of Term ; Non-Refundable.

(a) All license fees are due immediately upon start of the Term and are non-refundable, except as otherwise expressly noted herein. Client agrees to supply appropriate payment for the Software and/or Services from Product Perks, in advance of the time period during which such Software and/or Services are provided.

(b) The Software license and any related Services shall be paid for based on the Term for which Software and/or Services are contracted, regardless of whether such Software or Services are used by the Client.

12.6 Updated Information. Clients are solely responsible for the credit card or Automated Clearinghouse ("ACH") account information they provide to Product Perks and must promptly inform Product Perks if any changes are made thereto (e.g., change of expiration date or account number). Changes should be communicated to Product Perks by contacting Product Perks at billing@productperks.com.

12.7 U.S. Dollars. All payments shall be made in U.S. dollars.

12.8 Product Perks' Payment Obligations. Product Perks' Payment Obligations are viewable at: http://ProductPerks.com/payment_policy.php and are incorporated herein by reference.

13. OTHER RIGHTS, GRANTS, WARRANTY BETWEEN CLIENT, PRODUCT PERKS, AND THIRD PARTIES.

13.1 Accuracy of Data. Client grants Product Perks the right to access Client's site through manual observation or automated "spidering" or other automated search techniques in order to check the accuracy of Client data. Product Perks is under no obligation to monitor Client's site.

13.2 Traffic to Client's site(s). Client shall email Product Perks advance notice any expected significant jump in the number of visitors to pages on Client's site(s) which show Product Perks, where "significant" is a 20x or greater jump in traffic, e.g., if the Client's site(s) typically get 1,000 visitors per day, and the next day get 20,000 or more visitors. "Expected" would be if the Client's site gets a link from a major mainstream newspaper, if a press release is sent out with likely effect to increase traffic 20 times or greater, etc.

13.3 License to Use Your Company Name, Logo, URL, Product Perks tagline and Custom Buttons. Product Perks' Clients grant Product Perks permission to use their Company Name, Logo, URL, Product Perks tagline, if any, shown on the Client's site (such as "Find the tea for you" or "Tell My Story"), custom buttons including images in such buttons, and a brief description of the Client's application of the Software ("to lead customers to products", "for customers and the company's call center") in connection with the Product Perks software and/or service. Specifically, Client grants Product Perks a non-exclusive, worldwide, perpetual, royalty-free license to copy, publish and display such information on the Product Perks website or in publicity or sales materials stating that Client is a Product Perks client. This license shall end upon termination of Client's Product Perks license, whether such termination is caused by Client or by Product Perks, and such information shall be removed from the Product Perks website and future press releases within a reasonable time in good faith.

13.4 No Endorsement. Being a Client of Product Perks is not an endorsement by Product Perks of the website or of any goods or services offered on Client's website. Any attempt to state or imply Product Perks' endorsement of your goods or services constitutes grounds for immediate termination of your participation in Product Perks software or services.

13.5 Implementation. Sub-domains and Analytics shall be set up by Product Perks for Client within five (5) business days of the Client's payment and request, whichever is later. Client may need to customize settings on its own website, such as inserting iFrame HTML code, CSS code, uploading an HTML file, pointing its A-domain or placing analytics code on its site, for setup to be effective.

14. PRIOR AGREEMENTS

This Agreement shall be binding upon and inure to the benefit of the respective successors and assigns of the parties hereto, and supersedes any written, electronic, or oral communication you may have had with Product Perks or any agent or representative thereof, and constitutes the complete and total agreement between the parties, unless a separate written contract has been signed between you and Product Perks' Alex Linsker. In the event of such a contract, if there is a conflict between this agreement and such contract, then such contract takes precedence.

15. MISCELLANEOUS

15.1 Force Majeure (Events Beyond the Parties' Control). Neither party shall be deemed in default hereunder, nor shall it hold the other party responsible for, any cessation, interruption or delay in the performance of its obligations hereunder, except for Client's payment obligations hereunder, due to earthquake, flood, fire, storm, natural disaster, act of God, war, terrorism, armed conflict, labor strike, lockout, or boycott, provided that the party relying upon this Section shall give the other party written notice thereof promptly and, in any event, within five (5) days of discovery thereof, and (ii) shall take all steps reasonably necessary under the circumstances to mitigate the effects of the force majeure event upon which such notice is based; provided, however, that in the event a force majeure event described in this Section extends for a period in excess of thirty (30) days in the aggregate, either party may immediately terminate the Agreement.

15.2 Export Restrictions. Client acknowledges and agrees that it shall not import, export, or re-export directly or indirectly, any commodity, including Client's products incorporating or using any Product Perks products in violation of the laws and regulations of any applicable jurisdiction.

15.3 Independent Contractors. Neither party nor their employees, consultants, contractors or agents are agents, employees or joint ventures of the other party. Each party shall ensure that the foregoing persons shall not represent to the contrary, either expressly, implicitly, by appearance or otherwise.

15.4 U.S. Government Rights. If the use of the Service is being acquired by or on behalf of the U.S. Government or by a U.S. Government prime contractor or subcontractor (at any tier), in accordance with 48 C.F.R. 227.7202-4 (for Department of Defense (DOD) acquisitions) and 48 C.F.R. 2.101 and 12.212 (for non-DOD acquisitions), the Government's rights in the Software, including its rights to use, modify, reproduce, release, perform, display or disclose the Software or Documentation, will be subject in all respects to the commercial license rights and restrictions provided in this Agreement.

15.5 Severability. If any provision of this agreement is determined to be invalid or unenforceable, all other provisions shall remain in full force and effect and said provision shall be reformed only to the extent necessary to make it enforceable.

15.6 Section Headings. The section headings appearing in this Agreement are inserted only as a matter of convenience and in no way define, limit, construe or describe the scope or extent of such section or in any way affect such section.

16. APPLICABLE LAW, JURISDICTION, AND SERVICE

This agreement shall be governed by the applicable laws of the State of Oregon, USA ("Oregon") and the United States of America. Customer agrees that all services provided by Product Perks shall be deemed to have been requested and provided in Multnomah County, Oregon. Customer further agrees that the Court of Common Pleas of Multnomah County, Oregon, shall have personal jurisdiction over Customer and exclusive subject matter jurisdiction over any and all controversies or claims arising from or relating to this agreement or the services provided by Product Perks.

The parties hereby waive any right to jury trial with respect to any action brought in connection with this Agreement. The application of the United Nations Convention of Contracts for the International Sale of Goods is expressly excluded.

Customer agrees that any dispute arising under this Agreement shall be resolved through a mediation-arbitration approach. An aggrieved party must give written notice to the other party of the nature of the dispute. The parties then shall try in good faith to mediate the dispute using a mutually agreed mediator.

Customer agrees to accept service of process related to this agreement by ordinary mail, postage prepaid, to the most recent address provided by Customer.

17. ACKNOWLEDGEMENT

By licensing Product Perks, placing information on Product Perks' software, and/or by viewing the Product Perks CMS in any capacity, you are stating and acknowledging that you have read the aforementioned terms and conditions and that you understand such terms and conditions and agree to be bound by them.