1.0        Provision of Service

1.1        Merchant Rewards Network, L.L.C. (“MRN”) will provide an online marketplace to the Account Holder where it can utilize Reward Dollars to purchase premium goods and services. 

1.2        The Service is defined as the use of website access, software access, and information services provided by MRN through its internet platform (“Rewards Network”). The Service may also include access to information services provided through the Internet or by third party providers (collectively, "Non-Network Content"). 

1.3        The Account Holder recognizes that MRN has no control over the availability, content and performance of the Service.  MRN does not warrant or support any Non-Network Content. The Account Holder recognizes that Non-Network Content cannot be screened, censored or safeguarded by MRN. The Account Holder assumes all risk when accessing the Service. 

2.0        Use of Service 

In order to access the Service, the Account Holder will be given “account log-in information”.

2.1        The Account Holder agrees to maintain and keep “account log-in information” (including but not limited to the account name and password) confidential and not disclose the “account log-in information” to any person or entity not bound by this Agreement.  The Account Holder understands that non-compliance with this provision is cause for account termination. 

2.2        The Account Holder agrees not to use, via the Internet, any process, program, or tool designed to discover the “account log-in information”. The Account Holder agrees not to use the Service to make unauthorized attempts to access the accounts of others.  

2.3        The Account Holder agrees to use the Service only as permitted by applicable local, state, and federal law.

2.4        The Account Holder acknowledges that MRN is a commercial entity and that the Rewards Network is connected to other internet service providers ("ISPs"). The ISPs may only be used by the Account Holder to conduct legal business. The Service may not be used to send unsolicited advertising or promotional materials.

3.0       No Warranties

3.1       To the extent possible, MRN shall make every effort to provide accurate information through the Service; however, MRN makes no warranty, express or implied, regarding the quality, accuracy, or validity of data and/or information available on the Service.  MRN does not warrant that access to the Service will be available at any particular time, that operation of the Service will be uninterrupted or error free, or that any particular result or information will be obtained.  The Service is offered on an "as is" basis without warranties of any kind, other than warranties which are incapable of exclusion, waiver, or restriction under the law applicable.

3.2       All products and services sold on the Service are sold “as is, where is” and MRN makes no warranty express or implied by operation of law or otherwise, as to the marketability or fitness for a particular purpose in connection with any product and the buyer shall look solely to the seller, manufacturer or distributor for such warranty.

3.3       Use of information, programs or other materials obtained from or through the service is at the sole risk of the account holder.  

3.4       MRN shall not be liable for unauthorized access by third parties to account holder facilities or premise equipment or for unauthorized access to or alteration, theft, loss or destruction of data files, programs, procedures or information.

3.5       In no event shall MRN, its agents, or affiliates be liable for any other damages, including lost profits, loss of data, or other special, incidental, direct, indirect or consequential damages, arising out of or in connection with the purchase, use or performance of the service. 

4.0       Liability/Indemnification 

4.1       The Account Holder, its successors and/or assigns agree to defend, indemnify, and hold harmless MRN its successors and/or assigns, its members, officers, employees, (all of whom are hereinafter referred to as “Indemnity”) from, for, and against any and all liability, loss, and expense (including reasonable attorney fees) whether or not presently known, discovered or contemplated and regardless of when discovered by anyone, which any Indemnity has incurred or may incur at any time during the performance of this Agreement or thereafter which either wholly or partly arises as a result of any actual or alleged act, omission,  transaction, or occurrence of the Account Holder, its successors and/or assigns, its directors, members, officers, employees, equity managers and subcontractors regardless of whether the Account Holder is ultimately absolved of any liability.

4.2       Any claim by the Account Holder which arises out of this Agreement, or the performance thereof must be brought against MRN within sixty (60) days after the basis for the claim becomes known to Account Holder.

4.3       MRN shall not be liable to the Account Holder for any consequential damages caused by its failure to perform under this Agreement including, but not limited to, lost profits or damage to goodwill regardless of whether the claim arises in contract or in tort.

5.0       Schedule of Fees

5.1           The Account Holder will only be charged for products or services purchased through the Service, applicable taxes, if any, and monthly account fees.  Cash fees will automatically be billed to your credit card or checking account. Reward Dollar fees will be deducted from your account balance.  The Monthly Account Fee is $15.00 Cash; Transaction Fees are 6% Cash on sales and 6% Cash on purchases; 2% in Reward Dollars on sales and 2% in Reward Dollars on purchases; Credit Line Interest is 1.5% in Reward Dollars per month on negative trade balances and 1.5% cash per month on cash balances.

6.0           Misuse of Service 

6.1       Account Holder access to the Service is a privilege, not a right, and access to the Service is not guaranteed by this Agreement. The act of signing the Account Application and the Account Holder use of the Service constitutes the acceptance of, and agreement to, be bound by this Agreement. This Agreement will be strictly enforced and violators may, at the sole discretion of  MRN be suspended or terminated from access to the Service for any reason without prior notice. Behavior in violation of the rules embodied in this Agreement carries potential risks to MRN.  MRN’S failure to enforce a particular rule or policy on one occasion or against one person does not preclude the enforcement of the same rule or policy at a different time or against another person.  

6.2        Any use of the Service that disrupts the normal use of the Service for MRN users is misuse of the Service. 

6.3        Modification, alteration, reverse engineering, decompilation, disassembly or creation of derived works based on MRN proprietary software or published products are misuse of the Service.  

6.4       Any violation of this Agreement is misuse of the Service.  

6.5       When MRN becomes aware of possible violations, an investigation will be initiated. At the same time, in order to prevent further possible unauthorized activity, MRN may, at its sole discretion, suspend any involved account(s) form access to the Service. Confirmation of violations may result in cancellation of the individual account(s) and/or criminal prosecution. The account suspension may be rescinded at the sole discretion of MRN following payment of a re-connection charge.  

6.6       MRN reserves the right in its sole discretion to suspend or terminate access to the Service to Account Holder at any time for any reason.  

7.0       Access to Service

Account Holder is responsible for and must provide all equipment and services necessary to access the Service.  

8.0       Choice of Law & Forum 

8.1       This Agreement is made and entered into the state of New York. By signing the Account Application, Account Holder agrees that all disputes between the Account Holder and MRN shall be governed by the law of the State of New York and the Account Holder further agrees to the exclusive jurisdiction of the Superior Court of Nassau County, State of New York, for all disputes arising out of or related to this Agreement.

8.2       Any cause of action of Account Holder with respect to the Service must be instituted within sixty (60) days after the claim or cause of action has arisen.  

9.0           Term

9.1           The term of this Agreement shall be for a period of two (2) years and shall automatically renew for additional terms of one (1) year unless terminated by either party by providing written notice thirty (30) days prior to the end of any term.  Upon termination, cash and Reward Dollar credits will be surrendered and any outstanding balances and remaining months on the agreement will be immediately billed and collected.

10.0     Miscellaneous

10.1     This Agreement and any operating rules published over the Service constitutes the complete agreement and understanding between MRN and the Account Holder regarding the Service and supersedes any other written or oral agreement and may not be modified other than in writing.  This provision may not be orally waived.

10.2     Upon notice published on-line by MRN, it, at its sole discretion, may modify this Agreement, and/or modify its pricing structure. MRN may, in its sole discretion and without prior notice, discontinue or change the Service. Only MRN can modify this Agreement or change a rule or policy of this Service.

10.3     Provision of this Agreement held to be void or unenforceable in any way shall be deemed to be severed, and the remainder of the Agreement shall remain in full force and effect as if the severed portion had never been included.

10.4     Wherever used herein and required by the context, the singular number shall include the plural, the plural shall include the singular number, and the use of either gender shall include both genders and the words “hereof’ and “herein” and “hereafter” shall refer to the entire Agreement and not to any provision or section.