PLEASE READ THESE TERMS OF USE ("AGREEMENT" OR "TERMS OF USE") CAREFULLY BEFORE USING THE SERVICES OFFERED BY INNERREWARDS, INC. ("INNERREWARDS"). THIS AGREEMENT SETS FORTH THE LEGALLY BINDING TERMS AND CONDITIONS FOR YOUR USE OF THE VARIOUS WEBSITES OWNED AND OPERATED BY INNERREWARDS, INCLUDING, WITHOUT LIMITATION, THE INNERREWARDS.COM WEBSITE AND DOMAIN NAME ("SITES"), AND ANY OTHER FEATURES, CONTENT, OR APPLICATIONS OFFERED FROM TIME TO TIME BY THE INNERREWARDS IN CONNECTION THEREWITH (COLLECTIVELY "SERVICE"). BY USING THE SITES OR SERVICE IN ANY MANNER, INCLUDING BUT NOT LIMITED TO VISITING OR BROWSING THE SITES, YOU AGREE TO BE BOUND BY THIS AGREEMENT. THIS AGREEMENT APPLIES TO ALL USERS OF THE SITES OR SERVICE, INCLUDING USERS WHO ARE ALSO CONTRIBUTORS OF CONTENT, INFORMATION, AND OTHER MATERIALS OR SERVICES ON THE SITES.

Acceptance of Terms

The Service is offered subject to acceptance without modification of all of the terms and conditions contained herein (the "Terms of Use") and all other operating rules, policies and procedures that may be published from time to time on the Sites by InnerRewards. In addition, some services offered through the Service may be subject to additional terms and conditions promulgated by InnerRewards from time to time; your use of such services is subject to those additional terms and conditions, which are incorporated into these Terms of Use by this reference.

The Service is available only to individuals who are at least 13 years old. You represent and warranty that if you are an individual, you are at least 13 years old, you are of legal age to agree to these terms and conditions or you have your parents permission to do so, and that all registration information you submit is accurate and truthful. InnerRewards may, in its sole discretion, refuse to offer the Service to any person or entity and change its eligibility criteria at any time. This provision is void where prohibited by law and the right to access the Service is revoked in such jurisdictions.

Modification of Terms of Use

InnerRewards reserves the right, at its sole discretion, to modify or replace any of the Terms of Use, or change, suspend, or discontinue the Service (including without limitation, the availability of any feature, database, or content) at any time by posting a notice on the Sites or by sending you an email. InnerRewards may also impose limits on certain features and services or restrict your access to parts or all of the Service without notice or liability. It is your responsibility to check the Terms of Use periodically for changes. Your continued use of the Service following the posting of any changes to the Terms of Use constitutes acceptance of those changes.

Privacy

InnerRewards's current Sites privacy statement is located at http://www.innerrewards.com/about/privacy-policy/ (the "Privacy Policy") and is incorporated into these Terms of Use. For inquiries in regard to the Privacy Policy, or to report a privacy related problem, please contact privacy@innerrewards.com.

Rules and Conduct

As a condition of use, you promise not to use the Service for any purpose that is prohibited by the Terms of Use. The Service (including, without limitation, any Content, or User Submissions (both as defined below)) is provided only for your own personal, non-commercial use. You are responsible for all of your activity in connection with the Service. For purposes of the Terms of Use, the term "Content" includes, without limitation, any advertisements, advice, suggestions, videos, audio clips, written forum comments, information, data, text, photographs, software, scripts, graphics, and interactive features generated, provided, or otherwise made accessible by InnerRewards or its partners on or through the Service.

By way of example, and not as a limitation, you shall not (and shall not permit any third party to) either (a) take any action or (b) upload, download, post, submit or otherwise distribute or facilitate distribution of any content on or through the Service, that:

• infringes any patent, trademark, trade secret, copyright, right of publicity or other right of any other person or entity;
• is unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another's privacy, tortious, obscene, offensive, or profane;
• insults, attacks, belittles, or ridicules the beliefs and life choices of other members, or tells others what they should believe or how they should live;
• includes medical diagnosis or treatment, or any information relating to medications, medical advice.
• constitutes unauthorized or unsolicited advertising, junk or bulk e-mail ("spamming");
• involves commercial activities and/or sales without InnerRewards's prior written consent such as contests, sweepstakes, barter, advertising, or pyramid schemes;
• contains software viruses or any other computer codes, files, or programs that are designed or intended to disrupt, damage, limit or interfere with the proper function of any software, hardware, or telecommunications equipment or to damage or obtain unauthorized access to any system, data, password or other information of InnerRewards or any third party; or
• impersonates any person or entity, including any employee or representative of InnerRewards.

Additionally, you shall not: (i) take any action that imposes or may impose (as determined by InnerRewards in its sole discretion) an unreasonable or disproportionately large load on InnerRewards's (or its third party providers') infrastructure; (ii) interfere or attempt to interfere with the proper working of the Service or any activities conducted on the Service; (iii) bypass any measures InnerRewards may use to prevent or restrict access to the Service (or other accounts, computer systems or networks connected to the Service); (iv) run Maillist, Listserv, any form of auto-responder or "spam" on the Service; or (v) use manual or automated software, devices, or other processes to "crawl" or "spider" any page of the Sites.

You shall not (directly or indirectly): (i) decipher, decompile, disassemble, reverse engineer or otherwise attempt to derive any source code or underlying ideas or algorithms of any part of the Service, except to the limited extent applicable laws specifically prohibit such restriction, (ii) modify, translate, or otherwise create derivative works of any part of the Service, or (iii) copy, rent, lease, distribute, or otherwise transfer any or all of the rights that you receive hereunder. You shall abide by all applicable local, state, national and international laws and regulations.

InnerRewards reserves the right to remove any Content from the Sites or Service at any time, for any reason (including, but not limited to, upon receipt of claims or allegations from third parties or authorities relating to such Content or if InnerRewards is concerned that you may have violated the Terms of Use), or for no reason at all.

Registration

As a condition to using certain aspects of the Service, you will be required to register with InnerRewards and select a password and screen name ("InnerRewards User ID"). You shall provide InnerRewards with accurate, complete, and updated registration information. Failure to do so shall constitute a breach of the Terms of Use, which may result in immediate termination of your InnerRewards account. You shall not (i) select or use as an InnerRewards User ID a name of another person with the intent to impersonate that person; (ii) use as an InnerRewards User ID a name subject to any rights of a person other than you without appropriate authorization; or (iii) use as an InnerRewards User ID a name that is otherwise offensive, vulgar or obscene. InnerRewards reserves the right to refuse registration of, or cancel an InnerRewards User ID in its sole discretion. You are solely responsible for activity that occurs on your account and shall be responsible for maintaining the confidentiality of your InnerRewards password. You shall never use another user's account without such other user's express permission. You will immediately notify InnerRewards in writing of any unauthorized use of your account, or other account related security breach of which you are aware.

Fees and Payment

InnerRewards reserves the right to require payment of fees for certain features of the Service. Should you elect to subscribe to such features, you shall pay all applicable fees, as described on the Sites in connection with such features. InnerRewards reserves the right to change its price list and to institute new charges at any time, upon ten (10) days prior notice to you, which may be sent by email or posted on the Sites. Use of the Service by you following such notification constitutes your acceptance of any new or increased charges. All fees paid by you are non-refundable.

You may be asked to provide InnerRewards with a credit card number from a card issuer that we accept in order to activate certain features of the Service. InnerRewards may seek authorization of your credit card account prior to your first purchase to validate that you can pay the applicable fees to access the Service. This authorization amount is typically the equivalent of one (1) US dollar. It is not a charge but may appear to reduce your available balance by the authorization amount until your card's next billing cycle. Please contact your card issuer if you have additional questions regarding when this amount will be removed from your statement.

InnerRewards will charge all subscription fees and other fees you authorize to the charge or credit card account provided by you. By authorizing InnerRewards to charge a credit card for the fees associated with the Service, you are authorizing InnerRewards to automatically continue charging that card (or any replacement card if the original card is renewed, lost, stolen, or changed for any reason by the card issuer, and the issuer informs InnerRewards of the new replacement card account) for all fees or charges associated with your subscription including any renewal fees. You authorize the card issuer to pay any amounts described herein and authorize InnerRewards, or any other company that acts as a billing agent for InnerRewards, to continue to attempt to charge all sums described herein to your credit card account until such amounts are paid in full. You agree to provide InnerRewards updated information on your credit card upon InnerRewards's request and any time the information earlier provided is no longer valid. If payment is not received by InnerRewards from your credit card issuer or its agents, you agree to pay all amounts due upon demand by InnerRewards

Third Party Sites

The Service may permit you to link to other websites or resources on the Internet, and other websites or resources may contain links to the Sites. When you access third party websites, you do so at your own risk. These other websites are not under InnerRewards's control, and you acknowledge that InnerRewards is not responsible or liable for the content, functions, accuracy, legality, appropriateness or any other aspect of such websites or resources. The inclusion of any such link does not imply endorsement by InnerRewards or any association with its operators. You further acknowledge and agree that InnerRewards shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such Content, goods or services available on or through any such website or resource.

No Emergency Services

You expressly agree and understand that the Service is not intended to support or carry emergency or time-critical calls or communications to any type of hospital, law enforcement agency, medical care unit or any other kind of emergency or time-critical service ("Emergency Services"). InnerRewards, its affiliates or staff are in no way liable for such emergency calls or communications. By agreeing to these Terms of Use you understand that additional arrangements must be made to access Emergency Services. To access Emergency Services, you acknowledge and accept your responsibility to purchase, separately from the Service, traditional wireless or wireline telephone service and other means of communication intended for access to Emergency Services. You recognize and agree that InnerRewards is not required to offer Emergency Services or access thereto pursuant to any applicable local and or national rules, regulation or law. You further acknowledge that InnerRewards is not a replacement for your primary telephone service or any other means of communication.

InnerRewards and Site Content

You agree that the Service contains Content specifically provided by InnerRewards or its partners and that such Content is protected by copyrights, trademarks, service marks, patents, trade secrets or other proprietary rights and laws. You shall abide by all copyright notices, information, and restrictions contained in any Content accessed through the Service. You shall not sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit, create derivative works from, or otherwise exploit any Content or third party submissions or other proprietary rights not owned by you, (i) without the consent of the respective owners or other valid right, and (ii) in any way that violates any third party right.

You may, to the extent the Sites expressly authorize you to do so, download or copy the Content, and other items displayed on the Sites for download, for personal use only, provided that you maintain all copyright and other notices contained in such Content. You shall not store any significant portion of any Content in any form. Copying or storing of any Content for other than personal, noncommercial use is expressly prohibited without prior written permission from InnerRewards, or from the copyright holder identified in such Content's copyright notice.

User Submissions

The Service may provide you with the ability to upload, submit, disclose, distribute or otherwise post (hereafter, "posting") content, videos, audio clips, written forum comments, data, text, photographs, software, scripts, graphics, works of authorship or other information to the Services ("User Submissions"). By posting User Submissions on or at any of the Sites or otherwise through the Service, you:

• By submitting the User Submissions to InnerRewards, or displaying, publishing, or otherwise posting any content on or through the Sites or the Service, you hereby do and shall grant InnerRewards a worldwide, non-exclusive, perpetual, irrevocable, royalty-free, fully paid, sublicensable and transferable license to use, modify, reproduce, distribute, prepare derivative works of, display, perform, and otherwise fully exploit the User Submissions in connection with the Sites, the Service and InnerRewards's (and its successors and assigns) business, including without limitation for promoting and redistributing part or all of the Sites (and derivative works thereof) or the Service in any media formats and through any media channels (including, without limitation, third party websites). You also hereby do and shall grant each user of the Sites and/or the Service a non-exclusive license to access your User Submissions through the Sites and the Service, and to use, modify, reproduce, distribute, prepare derivative works of, display and perform such User Submissions as permitted through the functionality of the Sites and the Service and under these Terms of Use. For clarity, the foregoing license grant to InnerRewards does not affect your other ownership or license rights in your User Submission(s), including the right to grant additional licenses to the material in your User Submission(s), unless otherwise agreed in writing;
• represent and warrant that you own or otherwise control all rights to such User Submissions and that disclosure and use of such User Submissions by InnerRewards (including without limitation, publishing content on or at the Sites) will not infringe or violate the rights of any third party; and
• understand that InnerRewards shall have the right to reformat, excerpt, or translate any materials, content or information submitted by you; and that all information publicly posted or privately transmitted through the Sites is the sole responsibility of the person from which such content originated and that InnerRewards will not be liable for any errors or omissions in any content; and that InnerRewards cannot guarantee the identity of any other users with whom you may interact in the course of using the Service.

InnerRewards does not endorse and has no control over any User Submission. InnerRewards cannot guarantee the authenticity of any data which users may provide about themselves. You acknowledge that all Content accessed by you using the Service is at your own risk and you will be solely responsible for any damage or loss to any party resulting therefrom.

InnerRewards has no obligation to monitor the Site, Service, Content, or User Submissions. InnerRewards may remove any User Submission at any time for any reason (including, but not limited to, upon receipt of claims or allegations from third parties or authorities relating to such User Submission), or for no reason at all.

Under no circumstances will InnerRewards be liable in any way for any Content, including, but not limited to, any errors or omissions in any Content, or any loss or damage of any kind incurred in connection with use of or exposure to any Content posted, emailed, accessed, transmitted or otherwise made available via the Service.

InnerRewards Merchant Marketplace

Although the Site is commonly referred to as an online auction web site, InnerRewards is not a traditional "auctioneer." The Site acts as a venue to allow people to sell and buy products, including without limitation packages and gift certificates, ("Products") in a variety of pricing formats, including a fixed price format and an auction-style format commonly referred to as "online auctions" or "auctions."

InnerRewards "Merchants" are approved third-party merchants who sell products on the Site. Merchants list their items directly and assume responsibility for all aspects of their product listings including product descriptions, identification of quantities, establishment of starting and maximum bid prices, and redemption procedures. InnerRewards does not own, warehouse, ship or otherwise manage any inventory or goods offered by Merchants. Merchants who do not meet InnerRewards' service standards may be prohibited from listing products on the site. InnerRewards handles payment processing for orders from these merchants. All inquiries regarding the purchase of Products from InnerRewards will be directed to the selling Merchant. InnerRewards is not responsible for refunds or returns on Products sold through the Site.

InnerRewards currently accepts credit/debit card payments for orders in the InnerRewards Merchant Marketplace. InnerRewards honors Visa, MasterCard, Discover and American Express. You warrant that any payment method selected by you when placing a bid shall enable you to make full and immediate payment for the item(s) chosen, if your bid becomes the winning bid. In the event that the chosen payment method does not enable you to make full and immediate payment for any reason, including without limitation insufficient funds or credit decline, InnerRewards may in it sole and absolute discretion cancel your bid. In such case, InnerRewards may in it sole and absolute discretion (but shall not be required to) designate the next highest bidder (meeting the applicable minimum bid or reserve requirements) as the winning bidder. At InnerRewards' sole discretion, but without any obligation, alternate payment methods may be arranged with the product purchaser(s) if a payment method has been declined. "Fixed price" items shall also be governed by the foregoing terms.

InnerRewards retains the right, but does not have the obligation, to immediately halt any auction or product sale, prevent or restrict access to the Site or the Services or take any other action in case of technical problems, objectionable material, inaccurate listings, inappropriately categorized items, auction inaccuracies, product inaccuracies, unlawful items, items, procedures, or actions otherwise prohibited by the procedures and guidelines contained on the Site, or for any other reason in the sole and absolute discretion of InnerRewards, and to correct any inaccurate listing, auction inaccuracies, product inaccuracies, inappropriately categorized items or technical problems on the Site.

Bidders and sellers create different obligations by accessing the Site and using the Services:

• In the InnerRewards Merchant Marketplace, the seller must sell the product to the highest bidder that meets or exceeds the minimum price. Similarly, if a Merchant offers to sell an item by means of the "Buy Now" feature, the seller must sell the item to any buyer who elects to purchase the item through the "Buy Now" feature. For bidders, a bid or "Buy Now" election is a legal offer to buy the product. Once the transaction closes, both the buyer and seller are obligated to complete the transaction.
• By entering into this Agreement and bidding on a product or making a "Buy Now" purchase, you agree to complete the transaction as described by this Agreement. You acknowledge that by not fulfilling these obligations, your action or inaction may be legally actionable.
• In the InnerRewards Merchant Marketplace, you agree that it is the seller's and the buyer's responsibility to determine whether sales or use taxes apply to the transactions and to collect, report and remit the correct tax to the appropriate tax authority. You also agree that InnerRewards is not obligated to determine whether sales or use taxes apply and is not responsible to collect, remit or report any sales or use taxes arising from any transaction.
• You are strictly prohibited from placing bids or causing bids to be placed on any product for the purpose of artificially increasing or otherwise manipulating the bidding process on the Site or the bid price of any product listed on the Site, or influencing user behavior on the Site.

BECAUSE INNERREWARDS IS NOT THE SELLER IN TRANSACTIONS BETWEEN BUYERS AND MERCHANTS, IF A DISPUTE ARISES BETWEEN ONE OR MORE PARTICIPANTS, EACH OF YOU RELEASE INNERREWARDS (AND ITS AFFILIATES, AGENTS AND EMPLOYEES) FROM CLAIMS, DEMANDS AND DAMAGES (ACTUAL AND CONSEQUENTIAL) OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, SUSPECTED AND UNSUSPECTED, DISCLOSED AND UNDISCLOSED, ARISING OUT OF OR IN ANY WAY CONNECTED WITH SUCH DISPUTES. IF YOU ARE A CALIFORNIA RESIDENT, YOU WAIVE CALIFORNIA CIVIL CODE §1542, WHICH SAYS: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR." YOU, BEING AWARE OF SAID CODE SECTION, HEREBY EXPRESSLY WAIVE ANY RIGHTS YOU MAY HAVE THEREUNDER, AS WELL AS UNDER ANY OTHER STATUES OR COMMON LAW PRINCIPLES OF SIMILAR EFFECT. YOU ACKNOWLEDGE AND AGREE THAT THIS WAIVER IS AN ESSENTIAL AND MATERIAL TERM OF THIS AGREEMENT, AND THAT WITHOUT SUCH WAIVER, THIS AGREEMENT WOULD NOT HAVE BEEN ENTERED INTO BY INNERREWARDS. Because InnerRewards is not the seller in the actual transaction between Merchants and buyers and is not the agent of either for any purpose, InnerRewards does not have the duty to resolve and will not be involved in resolving any disputes between participants related to or arising out of any such transaction.

Subscription Listing Service

You may be allowed to create a Merchant account as part of the InnerRewards Subscription Listing Service. You agree that all information you provide to InnerRewards during the "Add a Business" process ("Account Information") will be true, accurate, complete and current, and that you shall maintain and update the Account Information as needed throughout the term of your subscription to keep it accurate and current. Failure to provide accurate, current and complete Account Information may result in the suspension and/or termination of your account.

Nothing in these Terms of Use shall be construed to convey to you any interest, title, or license in a Member ID, email address, domain name, or similar resource provided to or created by you in connection with the Service.

You agree that you will not reproduce, copy, duplicate, sell, resell, rent or trade the Service (or any part thereof) for any purpose.

InnerRewards may offer select business providers a limited-time free or reduced price trial period during which you can try out the Subscription Listing Service ("Trial Period"). If you are participating in a Trial Period, you must cancel your subscription by the end of the trial period to avoid incurring any charges. If you do not cancel your subscription before the Trial Period expires, and we have informed you that the subscription will automatically be converted into a paid subscription at the end of the Trial Period, then you authorize us to charge your credit card the applicable fees as indicated at the time you signed up for the Subscription Listing Service. During the Trial Period, you agree that InnerRewards will have the right (subject to applicable local law) to send you communications, notices and news about the Service to your email address. Local law may allow you to revoke your consent to receiving these communications at any time during the Trial Period. InnerRewards reserves the right to modify, cancel and/or limit this Trial Period offer at any time. You may cancel your account at any time during the Trial Period by contacting support at support@innerrewards.com. Upon cancelling your account, you will lose all access to the Service and any data.

Unless you cancel your subscription or change its renewal settings prior to its expiration, at the end of each one-year subscription period your subscription will automatically renew for another year. At the time of renewal, we will charge your credit card the then-current fees to renew your subscription. At least thirty (30) days prior to your expiration date we will notify you by email that your account is about to renew and remind you that your credit card will be billed the indicated Service fees on the renewal date. You may change your renewal settings at any time by contacting support.

You may consult your InnerRewards account management page for details about your account including Account Information, payment method and billing currency. InnerRewards will send an electronic invoice to your email address whenever any Service fees are charged to your account. If you believe you have been billed in error for the Service please notify us within 45 days of the billing date by contacting support at support@innerrewards.com.

Termination

InnerRewards may terminate your access to all or any part of the Service at any time, with or without cause, with or without notice, effective immediately, which may result in the forfeiture and destruction of all information associated with your membership. If you wish to terminate your account, you may do so by following the instructions on the Sites. Any fees paid hereunder are non-refundable. All provisions of the Terms of Use which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.

Warranty Disclaimer

InnerRewards has no special relationship with or fiduciary duty to you. You acknowledge that InnerRewards has no control over, and no duty to take any action regarding: which users gains access to the Website; what Content you access via the Website; what effects the Content may have on you; how you may interpret or use the Content; or what actions you may take as a result of having been exposed to the Content. You release InnerRewards from all liability for you having acquired or not acquired Content through the Sites. The Sites may contain, or direct you to websites containing, information that some people may find offensive or inappropriate. InnerRewards makes no representations concerning any content contained in or accessed through the Sites, and InnerRewards will not be responsible or liable for the accuracy, copyright compliance, legality or decency of material contained in or accessed through the Sites.

THE SERVICE (INCLUDING, WITHOUT LIMITATION, ANY CONTENT) IS PROVIDED "AS IS" AND "AS AVAILABLE" AND IS WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES IMPLIED BY ANY COURSE OF PERFORMANCE OR USAGE OF TRADE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED. INNERREWARDS, AND ITS DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS, PARTNERS AND CONTENT PROVIDERS DO NOT WARRANT THAT: (A) THE SERVICE WILL BE SECURE OR AVAILABLE AT ANY PARTICULAR TIME OR LOCATION; (B) ANY DEFECTS OR ERRORS WILL BE CORRECTED; (C) ANY CONTENT OR SOFTWARE AVAILABLE AT OR THROUGH THE SERVICE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; OR (D) THE RESULTS OF USING THE SERVICE WILL MEET YOUR REQUIREMENTS. YOUR USE OF THE SERVICE IS SOLELY AT YOUR OWN RISK.

SOME STATES DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

ELECTRONIC COMMUNICATIONS PRIVACY ACT NOTICE (18USC 2701-2711): INNERREWARDS MAKES NO GUARANTY OF CONFIDENTIALITY OR PRIVACY OF ANY COMMUNICATION OR INFORMATION TRANSMITTED ON THE SITES OR ANY WEBSITE LINKED TO THE SITES. InnerRewards will not be liable for the privacy of email addresses, registration and identification information, disk space, communications, confidential or trade-secret information, or any other Content stored on InnerRewards's equipment, transmitted over networks accessed by the Sites, or otherwise connected with your use of the Service.

Indemnification

You shall defend, indemnify, and hold harmless InnerRewards, its affiliates and each of its, and its affiliates employees, contractors, directors, suppliers and representatives from all liabilities, claims, and expenses, including reasonable attorneys' fees, that arise from or relate to (i) your use or misuse of, or access to, the Sites, Service, Content or otherwise from your User Submissions, (ii) your violation of the Terms of Use, or (iii) infringement by you, or any third party using the your account, of any intellectual property or other right of any person or entity. InnerRewards reserves the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will assist and cooperate with InnerRewards in asserting any available defenses.

General Content Disclaimer

The Content provided by or through the Service is for entertainment purposes only, and should not be relied upon. InnerRewards makes no representations or warranties concerning the appropriateness, accuracy, reliability, usefulness, completeness, or timeliness of such Content. The Content is not intended to provide, and InnerRewards disclaims any suggestion that it does provide, medical or other professional advice of any nature. Any Content accessed through this Site is for informational purposes only, and should not be interpreted to substitute for professional medical advice, diagnosis, or treatment, which should only be provided by licensed medical professionals, or for any other professional advice. Do not ignore symptoms or delay obtaining professional medical advice because of information accessed through the Service. The Content should never be used during a medical emergency.

By using the Service, you agree that InnerRewards shall not be responsible for (1) any Content, (2) any person's reliance on any such Content, whether or not correct, current and complete, or (3) the consequences of any action that you or any other person takes or fails to take based on any Content or otherwise as a result of your use of the Service.

Limitation of Liability

IN NO EVENT SHALL INNERREWARDS, NOR ITS DIRECTORS, EMPLOYEES, AGENTS, PARTNERS, SUPPLIERS OR CONTENT PROVIDERS, BE LIABLE UNDER CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE OR ANY OTHER LEGAL OR EQUITABLE THEORY WITH RESPECT TO THE SERVICE (INCLUDING, WITHOUT LIMITATION, ANY CONTENT) (I) FOR ANY LOST PROFITS, DATA LOSS, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER, SUBSTITUTE GOODS OR SERVICES (HOWEVER ARISING), (II) FOR ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE (REGARDLESS OF THE SOURCE OF ORIGINATION), (III) FOR YOUR RELIANCE ON THE SERVICE OR (IV) FOR ANY DIRECT DAMAGES IN EXCESS OF (IN THE AGGREGATE) ONE-HUNDRED U.S. DOLLARS ($100.00). SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU.

International/Non-California Use

InnerRewards makes no representation that the Content is appropriate or available for use in locations outside of California, and accessing the Service is prohibited from territories where such Content is illegal. If you access the Service from other locations, you do so at your own initiative and are responsible for compliance with local laws.

Dispute Resolution

A printed version of the Terms of Use and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to the Terms of Use to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. You and InnerRewards agree that any cause of action arising out of or related to the Service must commence within one (1) year after the cause of action arose; otherwise, such cause of action is permanently barred.

The Terms of Use shall be governed by and construed in accordance with the laws of the State of California, excluding its conflicts of law rules, and the United States of America. Any dispute arising from or relating to the subject matter of this Agreement shall be finally settled by arbitration in San Francisco County, California, using the English language in accordance with the Arbitration Rules and Procedures of Judicial Arbitration and Mediation Services, Inc. ("JAMS") then in effect, by one commercial arbitrator with substantial experience in resolving intellectual property and commercial contract disputes, who shall be selected from the appropriate list of JAMS arbitrators in accordance with the Arbitration Rules and Procedures of JAMS. The prevailing party in the arbitration shall be entitled to receive reimbursement of its reasonable expenses (including reasonable attorneys' fees, expert witness fees and all other expenses) incurred in connection therewith. Judgment upon the award so rendered may be entered in a court having jurisdiction or application may be made to such court for judicial acceptance of any award and an order of enforcement, as the case may be. Notwithstanding the foregoing, each party shall have the right to institute an action in a court of proper jurisdiction for injunctive or other equitable relief pending a final decision by the arbitrator. For all purposes of this Agreement, the parties consent to exclusive jurisdiction and venue in the United States Federal Courts located in the Northern District of California. Use of the Service is not authorized in any jurisdiction that does not give effect to all provisions of the Terms of Use, including without limitation, this section.

Integration and Severability

The Terms of Use are the entire agreement between you and InnerRewards with respect to the Service and use of the Sites, and supersede all prior or contemporaneous communications and proposals (whether oral, written or electronic) between you and InnerRewards with respect to the Sites. If any provision of the Terms of Use is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that the Terms of Use will otherwise remain in full force and effect and enforceable. The failure of either party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further rights hereunder.

Miscellaneous

InnerRewards shall not be liable for any failure to perform its obligations hereunder where such failure results from any cause beyond InnerRewards's reasonable control, including, without limitation, mechanical, electronic or communications failure or degradation (including "line-noise" interference). The Terms of Use are personal to you, and are not assignable, transferable or sublicensable by you except with InnerRewards's prior written consent. InnerRewards may assign, transfer or delegate any of its rights and obligations hereunder without consent. No agency, partnership, joint venture, or employment relationship is created as a result of the Terms of Use and neither party has any authority of any kind to bind the other in any respect. In any action or proceeding to enforce rights under the Terms of Use, the prevailing party will be entitled to recover costs and attorneys' fees. All notices under the Terms of Use will be in writing and will be deemed to have been duly given when received, if personally delivered or sent by certified or registered mail, return receipt requested; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; or the day after it is sent, if sent for next day delivery by recognized overnight delivery service.

Copyright and Trademark Notices

Unless otherwise indicated, the Terms of Use and all Content provided by InnerRewards are copyright ©2008-2009 InnerRewards, Inc. All rights reserved.

INNERREWARDS and www.innerrewards.com are either trademarks or registered trademarks of InnerRewards. The names of actual companies and products mentioned at the Sites may be the trademarks of their respective owners.

Digital Millennium Copyright Act Notice

InnerRewards has adopted the following general policy toward copyright infringement in accordance with the Digital Millennium Copyright Act (http://lcweb.loc.gov/copyright/legislation/dmca.pdf). The address of InnerRewards's Designated Agent to Receive Notification of Claimed Infringement ("Designated Agent") is listed at the end of this policy.

It is InnerRewards' policy to (1) block access to or remove Content that it believes in good faith to be copyrighted material that has been illegally copied and distributed by any of our advertisers, affiliates, content providers, members or users; and (2) remove and discontinue service to repeat offenders.

A. Procedure for Reporting Copyright Infringements:

If you believe that Content residing on or accessible through the InnerRewards web site or service infringes a copyright, please send a notice of copyright infringement containing the following information to the Designated Agent listed below:

1. A physical or electronic signature of a person authorized to act on behalf of the owner of the copyright that has been allegedly infringed;
2. Identification of works or materials being infringed;
3. Identification of the Content that is claimed to be infringing including information regarding the location of the Content that the copyright owner seeks to have removed, with sufficient detail so that InnerRewards is capable of finding and verifying its existence;
4. Contact information about the notifier including address, telephone number and, if available, e-mail address;
5. A statement that the notifier has a good faith belief that the Content is not authorized by the copyright owner, its agent, or the law; and
6. A statement made under penalty of perjury that the information provided is accurate and the notifying party is authorized to make the complaint on behalf of the copyright owner.

B. Once Proper Bona Fide Infringement Notification is Received by the Designated Agent:

It is InnerRewards's policy:

1. to remove or disable access to the infringing Content;
2. to notify the Content provider, member or user that it has removed or disabled access to the Content; and
3. that repeat offenders will have the infringing Content removed from the system and that InnerRewards will terminate such content provider's, member's or user's access to the service.

C. Procedure to Supply a Counter-Notice to the Designated Agent:
If the Content provider, member or user believes that the Content that was removed or to which access was disabled is either not infringing, or the Content provider, member or user believes that it has the right to post and use such Content from the copyright owner, the copyright owner's agent, or pursuant to the law, the content provider, member or user must send a counter-notice containing the following information to the Designated Agent listed below:

1. A physical or electronic signature of the Content provider, member or user;
2. Identification of the Content that has been removed or to which access has been disabled and the location at which the Content appeared before it was removed or disabled;
3. A statement that the Content provider, member or user has a good faith belief that the Content was removed or disabled as a result of mistake or a misidentification of the Content; and
4. Content provider's, member's or user's name, address, telephone number, and, if available, e-mail address and a statement that such person or entity consents to the jurisdiction of the Federal Court for the judicial district in which the content provider's, member's or user's address is located, or if the Content provider's, member's or user's address is located outside the United States, for any judicial district in which InnerRewards is located, and that such person or entity will accept service of process from the person who provided notification of the alleged infringement.

If a counter-notice is received by the Designated Agent, InnerRewards's may send a copy of the counter-notice to the original complaining party informing that person that it may replace the removed Content or cease disabling it in 10 business days. Unless the copyright owner files an action seeking a court order against the Content provider, member or user, the removed Content may be replaced, or access to it restored, in 10 to 14 business days or more after receipt of the counter-notice, at InnerRewards's discretion.

Please contact InnerRewards's Designated Agent to Receive Notification of Claimed Infringement at the following address:

Designated Agent to Receive Notification of Claimed Infringement:
Julie Elaine Brown
731 Market St., 6th Floor
415-655-4989
415-655-4980
copyright@innerrewards.com

Contact

You may contact InnerRewards at the following address:
terms@innerrewards.com
Effective Date: November 3, 2008