TERMS

LICENSE AGREEMENT AND TERMS OF USE

Contained herein are the terms and conditions for use of the Preferred Patron Loyalty, LLC, loyalty program service.

Please read these Terms of Service ("Terms, "Terms of Service") carefully before using the loyalty programs and services ("the Service") operated by Preferred Patron Loyalty, LLC (the "company", "us", "we", or "our").

Your access to and use of the Service is conditional on your acceptance of and compliance with these Terms. By accessing or using the Service you agree to be bound be these Terms. If you disagree with any part of the terms then you may not access the Service, and must immediately discontinue use of all related programs and services.

Preferred Patron Loyalty, LLC. LICENSE AGREEMENT AND TERMS OF USE

In return for acquiring a license to use the software ("Software") and related services ("Services") and documentation, you agree to the following terms and conditions:

DEFINITIONS

In this agreement, "Preferred Patron Loyalty, LLC.", "we", "our" and "us" refer to Preferred Patron Loyalty, LLC. and "you", "your" and "Merchant" means the Merchant, all its affiliates, locations, its employees and Agents, if any.

Preferred Patron Loyalty, LLC. represents, maintains and operates a proprietary gift card and loyalty software system (the "Preferred Patron Loyalty, LLC. System" or "Preferred Patron Loyalty, LLC. Services" or "The Program"), as outlined in this Agreement.

"Preferred Patron Loyalty, LLC. Web Site" or "Our Site" means the web site located at https://www.preferredpatron.com and its associated pages and links, and "Your Site" means a web site upon which you may elect to establish Links to Our Site as part of this Program.

"Preferred Patron Loyalty, LLC. Data Center" or "Data Center" means the facility or facilities remotely hosting data for the program upon which you establish connections to as part of this Program.

Preferred Patron Loyalty, LLC. and The Merchant may each be referred to herein as a "Party" and collectively as the "Parties".

"Software" shall mean the machine-readable code distributed to Merchant or web applications made accessible to the merchant, online or otherwise, pursuant to this Agreement, or, any updates that Preferred Patron Loyalty, LLC. shall provide or substitute to Customer pursuant to the terms of this Agreement.

"Services" shall mean any website, hosted application, distributed application or other service, online or otherwise, of Preferred Patron Loyalty, LLC., its affiliates and agents, including using, transmitting, downloading or uploading any Materials made available or enabled via the Services by Preferred Patron Loyalty, LLC. or, you, or other users of the Service and includes without limitation, any information, data, documents, images, photographs, graphics, audio, videos, or webcasts, products, and Preferred Patron Loyalty, LLC. software code and associated documentation.

"Account Information" shall mean certain Services and Materials available only if you have paid a subscription fee and have provided Preferred Patron Loyalty, LLC. certain Registration Information) and have created a password or other log-in ID and password.

Preferred Patron Loyalty, LLC. may change the License Agreement from time to time at its sole discretion, including modifying subscription fees. Preferred Patron Loyalty, LLC. may require you to provide consent to the updated Terms in a specified manner before further use of the Services is permitted. Otherwise, your continued use of any affected Service constitutes your acceptance of the changes. Your use of the Services is subject to the most current version of the License Agreement posted within the software and can be seen by going to the software Start Menu/About/License Agreement.

Services and Materials provided by third parties are governed by separate agreements accompanying such Services and Materials.

LICENSE

This Agreement grants you, the Licensee, a license to use the Software/Services and make copies of the Software in machine readable form for back-up purposes provided you reproduce our copyright proprietary legends.

You may not use the Services if you are prohibited by Law from receiving or using the Services. Also, you may not use the Services unless you are fully able and competent to enter into the conditions, obligations, representations and other terms of this Agreement and are either of legal age to form a binding contract with Preferred Patron Loyalty, LLC., possess legal parental or guardian consent or are an emancipated minor.

Unless expressly agreed to by Preferred Patron Loyalty, LLC. in writing elsewhere, Preferred Patron Loyalty, LLC. has no obligation to store any Materials that you upload, post, email, transmit or otherwise make available through your use of the Services ("Your Content"). "User Content" means any Materials uploaded by you or the other users of the Services. Preferred Patron Loyalty, LLC. has no responsibility or liability for the deletion or accuracy of any Materials, including Your Content, the failure to store, transmit or receive transmission of Materials, or the security, privacy, storage or transmission of other communications originating with or involving use of the Services. Certain Services may enable you to specify the level at which such Services restrict access to Your Content. You are solely responsible for applying the appropriate level of access to Your Content. If you do not choose, the system may default to its most permissive setting. You agree that Preferred Patron Loyalty, LLC. retains the right to create reasonable limits on the use of the Materials, including Your content, such as limits on file size, storage space, processing capacity, and similar limits as otherwise determined by Preferred Patron Loyalty, LLC. in its sole discretion.

You agree to use the Services and the Materials only for purposes that are permitted by the License Agreement and any applicable law, regulation, or generally accepted practices or guidelines in any applicable jurisdiction (including any laws regarding the export of data or software to and from the United States or other applicable countries).

EQUIPMENT, REPLACEMENT FEES AND RETURN OF EQUIPMENT

  1. Merchant is responsible for the ongoing care of any Tablets and Kiosks provided to them, including accessories, while in their possession.
  2. Tablets and Kiosks are to be used exclusively in conjunction with the Loyalty Program and for no other use.
  3. Merchant may request additional Tablet(s) and Kiosk units for additional monthly fees.
  4. Merchant understands and agrees that there is no transference of ownership of any equipment provided by us and that all equipment is strictly rented to the Merchant for the term of their agreement.
  5. Merchant agrees to return all rental equipment provided to them within fifteen (15) days from the date notification of cancellation is provided, at their expense. If all rental equipment, along with any supplied merchandising material, is not received within fifteen (15) days after notice of cancellation, subject to normal wear and tear, Merchants understands and agrees to pay the replacement costs for said equipment, as per the below stated replacement fee schedule 9.
  6. If Merchant fails to return any rental equipment in accordance with these Terms, Merchant authorizes replacement fees to be billed against their payment source on file (credit card, ACH or other payment method), for said equipment.
  7. If a replacement fee is applied for any damaged or non-returned equipment, ownership/title in that equipment shall vest with the Merchant, with no further obligation regarding said equipment due and/or owning.
  8. Agreement cancellation will only be effective upon the receipt of rental equipment by us or the billing of the replacement fee.
  9. Replacement fee schedule (each unit):
    • 12 inch Kiosk $500.00 USD
    • 10 inch Tablet $300.00 USD
    • 8.9 inch Tablet $250.00 USD
    • 8 inch Tablet $200.00 USD
    • Tablet Stand $75.00 USD
    • Kiosk Power Cord and Power Adapter $50.00 USD
    • Tablet Power Cord and Power Adapter $25.00 USD

IT IS THE MERCHANT'S RESPONSIBILITY TO PROVIDE ADEQUATE INSURANCE AND PACKAGE TRACKING WHEN RETURNING RETAL EQUIPMENT. MERCHANT IS RESPONSIBLE FOR ANY ITEM(S) DAMAGED AND OR LOST IN TRANSIT.

Merchant agrees to not alter any rental hardware, efface, or remove any markings, stickers or other types of indicia that may be applied.

Equipment Return Address: Preferred Patron Loyalty, LLC. PO Box 692 Northfield, NJ 08225

OWNERSHIP OF SOFTWARE

As Licensee, you own the media, if any, upon which the software is recorded or fixed, but we retain title and ownership of the Software recorded on the original media or downloaded from our Web Site and all subsequent copies of the Software, regardless of the form or media in which or on which the original and other copies may exist. This license is not a sale of the Software or any copy.

The Services and Materials, and their selection and arrangement, are protected by copyright, trademark, trade dress, patent, trade secret, unfair competition, and other intellectual and proprietary rights (the "Intellectual Property Rights"). Except as expressly provided in the License Agreement, Preferred Patron Loyalty, LLC. and its suppliers do not grant any express or implied rights to use the Services and Materials.

REPLACEMENT AND UPDATE OF SOFTWARE

At any time during the term of this Agreement, Preferred Patron Loyalty, LLC. shall, from time to time, by criteria of their own choosing, supply updates or replacement versions of the Software. Preferred Patron Loyalty, LLC. may provide said updates, automatically, through electronic distribution, email, postal mail, or any other future distribution mechanism used to distribute and/or update software. These updates are designed to improve, enhance and further develop the Services and may take the form of bug fixes, enhanced functions, new Software modules, completely new versions as well as modification and removal of existing functions and modules. You agree to receive such updates (and permit Preferred Patron Loyalty, LLC. to deliver these to you with or without your knowledge) as part of your use of the Services.

Upon Preferred Patron Loyalty, LLC.'s shipment of the new software, any license for any previous version of the Software shall terminate, and the Merchant shall have to agree to the then, current License Agreement in order to continue use of the Software/Services.

Preferred Patron Loyalty, LLC. does not guarantee that any update or replacement of the Software will be sent, and Preferred Patron Loyalty, LLC. reserves the right to update or remove features of the Software by criteria of its own choosing. Preferred Patron Loyalty, LLC. reserves the right to provide substitute software.

USER CONDUCT

You agree that you, not Preferred Patron Loyalty, LLC., are entirely responsible for all of your content that you distribute, perform, display, upload, post, email, text, transmit or otherwise make available on or through the Services, whether publicly posted or privately transmitted. You assume all risks associated with use of and distribution of your content, including any reliance on its accuracy, completeness, legality or usefulness.

You represent and warrant that:
i. you own the Intellectual Property Rights, or have obtained all necessary license(s) and permission(s), to use Your Content in keeping with your use in connection with the Services or as otherwise permitted by the Terms;
ii. you have received express written consent from any and all persons depicted in Your Content to use Your Content as set forth in the Terms, including distribution, public display, public performance and reproduction of Your Content.

You agree not to use, or to encourage or permit others to use, the Services to: i. Make Available any Material that is unlawful, harmful, threatening, abusive, tortuous, defamatory, libelous, vulgar, obscene, child-pornographic, lewd, profane, invasive of another's privacy, hateful, or racially, ethnically or otherwise objectionable;
ii. Stalk, intimidate and/or harass another;
iii. Incite others to commit violence;
iv. Harm minors in any way;
v. Make available any material that you do not have a right to make available under any law or contractual or fiduciary relationship;
vi. Make available any material that infringes any intellectual property right or other proprietary right of any party;
vii. Impersonate any person or entity, or falsely state or otherwise misrepresent your affiliation with a person or entity;
viii. Forge headers or otherwise manipulate identifiers to disguise the origin of any of materials posted on or transmitted through the Services;
ix. Use the Services or Materials such that it will mislead a user into believing that they are interacting directly with Preferred Patron Loyalty, LLC., its affiliates or any related Service;
x. Engage in any chain letters, junk email, pyramid schemes, spamming or other duplicative or unsolicited messages (commercial or otherwise);
xi. Make available 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, hardware or telecommunications equipment;
xii. Access or use the Services in any manner that could damage, disable, overburden or impair any Preferred Patron Loyalty, LLC. server or the networks connected to any Preferred Patron Loyalty, LLC. server;
xiii. Intentionally or unintentionally interfere with or disrupt the Services or violate any applicable laws related to the access to or use of the Services, violate any requirements, procedures, policies or regulations of networks connected to the Services, or engage in any activity prohibited by the Terms;
xiv. Disrupt or interfere with the security of, or otherwise cause harm to, the Services, Materials, systems resources, accounts, passwords, servers or networks connected to or accessible through the Services or any affiliated or linked sites;
xv. Disrupt, interfere with, or inhibit any other User from using and enjoying the Services or Materials, or other affiliated or linked sites, Services or Materials;
xvi. Access or attempt to access any Material that you are not authorized to access or through any means not intentionally made available through the Services;
xvii. Reproduce, sell, trade, resell or exploit for any commercial purpose, any portion of the Services or any Materials, use of any Service or Materials, or access to any Service or Materials.
xviii. Use any data mining, robots, or similar data gathering and extraction methods in connection with the Services or Materials.
xviiii. Collect or store data about other users in connection with the prohibited conduct and activities.

SMS TEXT MESSAGING AND EMAIL COMMUNICATIONS

You understand and acknowledge that use of SMS text messaging and/or email communication is not required to operate your loyalty program and that you are in full control of any and all communications, including content, recipients and delivery parameters, whether scheduled or system triggered, based on settings you have reviewed and/or have put in place. You understand that you are the only party responsible for said content and communications, and are the only party responsible for any regulatory action that may be imposed from marketing to your contacts within the Preferred Patron loyalty program and agree to hold Preferred Patron Loyalty, LLC. harmless from any and all customer complaints that may arise out of the use of your contacts in program related text messages and emails as well as other forms of messaging.

IMPORTING DATA
When importing contact records into the loyalty platform, whether by way of the Preferred Patron OPEN API, the Preferred Patron Data Import Manager, or by providing a list of contacts to be imported on your behalf, you certify and warrant that you have previously obtained, external to the loyalty platform, express written consent to communicate via email and/or SMS, to contacts in that import for whom you have designated an opt-in status.
EXPRESS WRITTEN CONSENT
According to the U.S. Federal Communications Commission (FCC), express written consent, as defined in the Telephone Consumer Protection Act (TCPA) and the FCC's implementing regulations, is permission given by someone on paper or electronically to receive marketing messages sent using an auto dialer. In addition to agreeing to receive those autodialed messages, contacts should have acknowledged that they understand that they don't have to agree to receive SMS text messages as a condition of loyalty program participation.
PROOF OF WRITTEN CONSENT
You understand that, as required by the laws of the country you are marketing to, you may be required to present proof of prior written consent for a period of up to four years after your last SMS text or Email communication was sent to your recipients. You agree to maintain any and all records, external to the loyalty platform, necessary to provide such proof. TCPA and other governing compliance rules may change from time to time. You agree that you are responsible to follow the applicable regulations as set forth by any governmental agency as the time.

INVESTIGATIONS

Preferred Patron Loyalty, LLC., in its sole discretion, may (but has no obligation to) monitor or review the Services and Materials associated with your account at any time. Without limiting the foregoing, Preferred Patron Loyalty, LLC. shall have the right, in its sole discretion, to remove any of Your Content for any reason (or no reason), including if it violates the Terms or any Law.

Although Preferred Patron Loyalty, LLC. does not generally monitor user activity occurring in connection with the Services or Materials, if Preferred Patron Loyalty, LLC. becomes aware of any possible violations by you of any provision of the Terms, Preferred Patron Loyalty, LLC. reserves the right to investigate such violations, and Preferred Market Solutions, LLC. may, at its sole discretion, immediately terminate your rights hereunder, including your right to use the Services, or Materials or change, alter or remove your content or account information, in whole or in part, without prior notice to you. If, as a result of such investigation, Preferred Patron Loyalty, LLC. believes that criminal activity has occurred, Preferred Patron Loyalty, LLC. reserves the right to refer the matter to, and to cooperate with, any and all applicable law enforcement authorities. Except to the extent prohibited by applicable Law, Preferred Patron Loyalty, LLC. is entitled to retain and/or disclose any information or Materials, including Your Content or Account Information (or elements thereof), in Preferred Patron Loyalty, LLC. possession in connection with your use of the Services to
i. comply with applicable Law, legal process or governmental request;
ii. enforce the Terms;
iii. respond to any claims that Your Content violates the Terms or rights of third parties;
iv. respond to your requests for customer services; or
v. protect the rights, property or personal safety of Preferred Patron Loyalty, LLC., its Users or third parties, including the public at large, as Preferred Patron Loyalty, LLC. in its sole discretion believes to be necessary or appropriate.

TERM AND TERMINATION

This Agreement shall commence on the date of installation and continue for the term specified in your Purchase Agreement. This Agreement shall automatically renew for additional "like" terms unless either party provides the other party notice of termination in advance of the expiration of the then-current term.

You are responsible for payment of all fees to Preferred Patron Loyalty, LLC. in relation to all Preferred Patron Loyalty, LLC. products and services bought by you. In the event that you fail to pay for the products and/or services provided under this Agreement, or in the event there shall exist any delinquency with your account and such delinquency is not cured within fifteen (15) days after receipt of written and or email notice by Preferred Patron Loyalty, LLC. to you, then, in such event, we reserve the right, in our sole, absolute and unfettered discretion, to terminate this Agreement and/or discontinue service to you without liability for actual, compensatory or consequential damages to you, or your customer, for the interruption in service. We may discontinue or suspend service to you until payment is made. Any service disconnection or suspension may result in the requirement for you to pay us a re-connection fee that shall be equivalent to 25% of the outstanding and undisputed balance of your account at the time of reinstatement.

In addition, all outstanding balances must be paid in full before reconnection. Preferred Patron Loyalty, LLC. shall also have the right to terminate any licenses to previous versions of the Software pursuant to the paragraph titled Replacement and Update of Software.

This Agreement will continue to apply until terminated by either you or Preferred Patron Loyalty, LLC. as set forth below.

If you want to terminate your agreement with Preferred Patron Loyalty, LLC., you may do so by
i. Notifying Preferred Patron Loyalty, LLC. at any time and your notice should be sent, in writing, to Preferred Patron Loyalty, LLC. address set forth below. Preferred Patron Loyalty, LLC. may at any time terminate the Terms (or portion thereof, such as any individual Additional Terms) with you if:
You have breached any provision of the Terms (or have acted in a manner that clearly shows you do not intend to, or are unable to, comply with the Terms);
ii. Preferred Patron Loyalty, LLC. is required to do so by Law (for example, where the provision of the Services or Materials to you is, or becomes, unlawful);
iii. The provision of the Services to you by Preferred Patron Loyalty, LLC. is, in Preferred Patron Loyalty, LLC. opinion, no longer commercially viable;
iv. Preferred Patron Loyalty, LLC. has elected to discontinue the Services or Materials (or any part thereof); or
v. There has been an extended period of inactivity in your account.

Preferred Patron Loyalty, LLC. may also terminate or suspend all or a portion of your account and/or access to the Services for any reason. Except as may be set forth in any Additional Terms applicable to a particular Service, termination of your account may include:
i. removal of access to all offerings within the Services;
ii. deletion of Your Content and Account Information, including your personal information, log-in ID and password, and all related information, files and Materials associated with or inside your account (or any part thereof); and
iii. barring of further use of the Services.

You agree that all terminations for cause shall be made in Preferred Patron Loyalty, LLC. sole discretion and that Preferred Patron Loyalty, LLC. shall not be liable to you or any third party for any termination of your account (and accompanying deletion of your Account Information), or access to the Services and Materials, including Your Content.

Upon expiration or termination of the Terms, you shall promptly discontinue use of the Services, Materials and uninstall the software. However, any of your indemnification obligations hereunder, any of Preferred Patron Loyalty, LLC. disclaimers or limitations of damages of liabilities hereunder will survive any termination or expiration of the Terms.

All provisions of the Terms which by their nature should survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.

PRICING AND BILLING

Pricing is exclusive of applicable sales, use, duties, tariffs or equivalent taxes imposed by any governmental authority having jurisdiction. Preferred Patron Loyalty, LLC. will add all applicable sales, use, duties, tariffs or equivalent taxes imposed by any governmental authority having jurisdiction on all fees and charges. Preferred Patron Loyalty, LLC.'s fees are non-refundable. Merchant is responsible for all services, equipment, card production, and other fees and charges, as well as all applicable taxes. Pricing can be found at https://preferredpatron.com/pricing.

PROCUREMENT OF PLASTIC GIFT CARDS AND LOYALTY CARDS

By agreeing below, you understand that by procuring all your plastic cardstock from Preferred Patron Loyalty, LLC., you are receiving a discount on your monthly subscription rate. You also understand that you have the option to procure your plastic card stock from a third party vendor of your choosing, but in doing so, your account will no longer be eligible for the discounted monthly subscription rate you currently receive and will be subject to the current non-discounted retail pricing in affect at that time. If you are currently procuring third party cards and wish to begin procuring your card stock from Preferred Patron Loyalty, LLC. , please inquire with your sales representative for any discounts you might be eligible to receive on your monthly subscription rate.

PAYMENT TERMS

A valid credit card, ACH transfer (within the U.S,), PayPal account or any other account we setup to collect recurring billing or prepaid service billing, is required for account activation, monthly subscription payments and or any additional services which may be offered from time to time.

We will charge you monthly for all subscription services purchased by you under this Agreement, until such time service is terminated. Regular recurring subscription charges will be billed, on the first of the month, in advance and require automatic monthly payment. Additional non-recurring products and or services will require prepayment before product and or service is rendered.

TERMS AND CONDITIONS

Preferred Patron Loyalty, LLC. services is a system that supports processing of gift card and loyalty transactions. A merchant has the option of utilizing either one or both of these services. The Preferred Patron Loyalty, LLC. Data Center consists of data processing software, servers and database management software. The Preferred Patron Loyalty, LC. Service utilizes a Preferred Patron Loyalty, LLC. Gift or Loyalty Account Number for activation and redemption regardless of its actual physical or virtual form.

TRAINING

Preferred Patron Loyalty, LLC. agrees to provide "Getting Started" training via webinar and or other suitable means. Additional training is available upon request to pre-determined individuals of Merchant for purposes of those individuals re-training staff at local store locations for an additional fee. Pricing can be found at https://preferredpatron.com/pricing.

MAINTENANCE AND SUPPORT SERVICES

Preferred Patron Loyalty, LLC. provides the Software and the Merchant accepts the Software on an "as is" basis. Technical support and issues which may arise in connection with the Preferred Patron Loyalty, LLC. Service may be submitted 24 x 7 via email to pms_inbox@preferredpatron.com. Preferred Patron Loyalty, LLC. reserves the right to establish limitations on the extent of such support, and the hours at which response is available. Preferred Patron Loyalty, LLC. will supply electronic mail ("email") assistance to Merchant's during Preferred Patron Loyalty, LLC.'s regular business days, Monday through Friday from 09:00am to 05:00 pm (EST), from the Preferred Patron Loyalty, LLC.'s designated office location. Additional Phone Support options are available. Pricing can be found at https://preferredpatron.com/pricing.

MERCHANT'S OBLIGATIONS

a. Merchant hereby accepts responsibility to provide any policies or regulations to facilitate the decrementing of an unredeemed gift card ("referred to as Unclaimed Property") to account for service charges or other fees, that may be allowed to be deducted against the Unclaimed Property and to ensure that these policies or regulations will comply with any and all applicable statutes, rules, regulations applicable in the United States, or within the state or any political subdivision thereof.
b. Merchant understands that the delivery and operation of the Preferred Patron Loyalty, LLC. system is dependent on Merchant ensuring that all locations will be utilizing the Preferred Patron Loyalty, LLC. System through a constant, broadband connection to the Internet. Merchant is responsible for any and all communication costs associated with any method in order to access the Preferred Patron Loyalty, LLC. Data Center.
c. Merchant agrees they will obtain, operate, and maintain all supporting hardware at Merchant's expense.
d. Merchant agrees to maintain sufficient information and data to reconstruct any information or data loss due to any system malfunction.
e. Merchant agrees to comply with all Federal and State laws and regulations relating to use of the platform, as well as any information bearing on financial transactions, if applicable.

PREFERRED MARKET SOLUTIONS, LLC. OBLIGATIONS

a. Preferred Patron Loyalty, LLC. shall provide the Services to Merchant in accordance to normal industry standards and in conformity with this Agreement.
b. Preferred Patron Loyalty, LLC. shall host the Services at our Data Center, and warrants the Service will be available continuous subject to scheduled maintenance downtime, unless there are circumstances beyond Preferred Patron Loyalty, LLC.'s control.

DOWN TIME

You hereby agree that in the event the Data Center is down and not able to process transactions for you and your customers, Preferred Patron Loyalty, LLC. will not continue to process transactions.

PRIVACY

a. Preferred Patron Loyalty, LLC. will store Merchant and Merchant's customer's information ("Merchant Information") at the Preferred Patron Loyalty, LLC.'s data center. Preferred Patron Loyalty, LLC. may use the Merchant Information for the sole and exclusive purpose of providing the Services outline in this Agreement. Preferred Patron Loyalty, LLC. shall at no time disclose any Merchant Information without the prior written consent of Merchant.
b. Merchant will receive a serial number from Preferred Patron Loyalty, LLC. to provide access to and use of the Preferred Patron Loyalty, LLC. products and services. Merchant agrees to allow no other person or entity, except its affiliated companies, to access its account, and to notify Preferred Patron Loyalty, LLC. without delay if Merchant has any suspicion that the security of its account has been breached. Merchant acknowledges and agrees that Preferred Patron Loyalty, LLC. may access Merchant's account data, from time to time, solely for the purpose of identifying and resolving support issues and/or technical requests.
c. Merchant represents and warrants that any personal information collected by Merchant in accordance with The Program has been explicitly consented to by the disclosing identifiable person.

CONFIDENTIALITY

All documents, other materials and other information made available to a Party or its employees by the disclosing Party in connection with this Agreement (including but not limited to, this Agreement), whether in oral, written, graphic, or electronic form (collectively, the "Confidential Information"), shall be deemed to have been furnished to the other Party in confidence and shall remain the exclusive property of the disclosing Party both during and after the term of this Agreement. Each Party shall maintain in trust and confidence all Confidential Information which it may (i) develop or accumulate for the disclosing Party during the term of this Agreement or (ii) acquire from the disclosing Party at any time, and will not during the term of this Agreement or thereafter, use the disclosing Party's Confidential Information for its own benefit or disclose or permit any of its employees or agents to disclose the Confidential Information to any other person; provided, however, that the recipient Party may disclose the disclosing Party's Confidential Information to such employees, agents and Affiliates of the recipient Party who need to know such Confidential Information for the purpose of effectuating this Agreement and who have been informed of and have agreed to protect the confidential nature of such Confidential Information. For purposes of this Clause, the term "Party" shall include the Party's Affiliates. As used herein, the term "Affiliate" shall mean, as to any person or entity, any other person or entity that controls (i.e., possesses the power to direct or cause the direction of the management and policies of an entity, whether through ownership of voting securities, by contract, or otherwise), is controlled by or is under common control with such person or entity.

INTELLECTUAL PROPERTY AND PROPRIETARY INFORMATION

Each party acknowledges that the other party, and its Affiliates own and retain all trademarks, service marks, trade names, logos, designations, copyrights and other proprietary rights in or associated with the other Party, its Affiliates, as applicable, and agrees that it will not at any time during or after the term of this Agreement assert or claim any interest in or do anything that may adversely affect the validity of any trademark, service mark, trade name, logo, designation or copyright belonging to or licensed to the other Party, its Affiliates, (including, without limitation, any act or assistance to act which may infringe or lead to the infringement of any of the proprietary rights of the other Party, its Affiliate).

LIMITATION OF WARRANTY

WE DO NOT AND CANNOT WARRANT THE PERFORMANCE OR RESULTS YOU MAY OBTAIN BY USING THE SOFTWARE OR DOCUMENTATION. WE MAKE NO WARRANTIES, EXPRESSED OR IMPLIED, AS TO NON-INFRINGEMENT OF THIRD-PARTY RIGHTS, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

LIMITATION OF LIABILITY

YOU EXPRESSLY UNDERSTAND AND AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW:

THE SITE, SERVICES AND MATERIALS ARE PROVIDED BY Preferred Patron Loyalty, LLC. "AS IS," WITHOUT WARRANTY OF ANY KIND, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. WITHOUT LIMITING THE FOREGOING, Preferred Patron Loyalty, LLC.MAKES NO WARRANTY THAT (I) THE SITE, SERVICES OR MATERIALS WILL MEET YOUR REQUIREMENTS OR WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; (II) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SITE, SERVICES OR MATERIALS WILL BE EFFECTIVE, ACCURATE OR RELIABLE; (III) THE QUALITY OF THE SITE, SERVICES OR MATERIALS WILL MEET YOUR EXPECTATIONS; OR THAT (IV) ANY ERRORS OR DEFECTS IN THE SITE, SERVICES OR MATERIALS WILL BE CORRECTED. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM Preferred Patron Loyalty, LLC. OR THROUGH OR FROM USE OF THE SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TERMS.

Preferred Patron Loyalty, LLC. SPECIFICALLY DISCLAIMS ANY LIABILITY WITH REGARD TO ANY ACTIONS RESULTING FROM YOUR USE OF OR PARTICIPATION IN ANY SERVICES AND YOUR USE OF MATERIALS. ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH USE OF THE SERVICES IS ACCESSED AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL. Preferred Patron Loyalty, LLC. ASSUMES NO LIABILITY FOR ANY COMPUTER VIRUS OR SIMILAR CODE THAT IS DOWNLOADED TO YOUR COMPUTER FROM ANY OF THE SERVICES.

RESELLERS, MANAGERS, HOSTS, PARTICIPANTS, MODERATORS AND OTHER THIRD PARTIES ARE NOT AUTHORIZED Preferred Patron Loyalty, LLC. SPOKESPERSONS, AND THEIR VIEWS DO NOT NECESSARILY REFLECT THOSE OF Preferred Patron Loyalty, LLC. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, Preferred Patron Loyalty, LLC. WILL HAVE NO LIABILITY RELATED TO USER CONTENT ARISING UNDER INTELLECTUAL PROPERTY RIGHTS, LIBEL, PRIVACY, PUBLICITY, OBSCENITY OR OTHER LAWS. Preferred Patron Loyalty, LLC. ALSO DISCLAIMS ALL LIABILITY WITH RESPECT TO THE MISUSE, LOSS, MODIFICATION OR UNAVAILABILITY OF ANY USER CONTENT.

Preferred Patron Loyalty, LLC. WILL NOT BE LIABLE FOR ANY LOSS THAT YOU MAY INCUR AS A RESULT OF SOMEONE ELSE USING YOUR PASSWORD OR ACCOUNT OR ACCOUNT INFORMATION IN CONNECTION WITH THE SERVICES PROVIDED BY Preferred Patron Loyalty, LLC. EITHER WITH OR WITHOUT YOUR KNOWLEDGE.

INDEMNITY

You will indemnify and hold harmless Preferred Patron Loyalty, LLC. and its members, directors, officers, shareholders, employees, resellers, agents and sub-contractors, against any liabilities (this includes any judgment, liability, loss, costs claims or damage; including litigation costs and reasonable legal fees, and including indirect or special losses or profits, business revenue, goodwill or anticipated savings, consequential or indirect loss) resulting from or arising out of your use of the Products and Services or any other obligation under these Terms and Conditions or the Agreement, or any breach of your obligations under these Terms and Conditions or the Agreement.

Preferred Patron Loyalty, LLC. assumes no liability for any loss, injury, claim, liability or damage of any kind including loss of business, lost profits, lost data, or failure of security resulting in any way from your use of the services, including without limitation any errors or omissions, any content, any delay or failure of performance, or the unavailability or interruption of service. Accordingly, Preferred Patron Loyalty, LLC. shall not be liable for direct, indirect, special, incidental, consequential, punitive or exemplary damages of any kind whatsoever, whether or not foreseeable (including, without limitation, lawyers' fees) in any way due to, resulting from, or arising in connection with the products or services or the failure of a party to perform its obligations, regardless of any party's negligence.

Termination of the Agreement shall be your sole and exclusive remedy for any and all damages or injury.

Preferred Patron Loyalty, LLC. will not be liable for the inadvertent disclosure of or corruption or erasure of data transmitted or received or stored on our system.

EXCEPT FOR EACH PARTY'S INDEMNIFICATION OBLIGATIONS SET FORTH HEREIN, IN NO EVENT OR UNDER ANY CIRCUMSTANCE SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY LOSS OF PROFITS, OR INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

EXPORT

You acknowledge that the laws and regulations of the United States restrict the export and re-export of the Software. You agree that you will not export or re-export the Software or media in any form without the appropriate United States and foreign government approval.

GENERAL

Notices
Unless otherwise specified, all notices given under this Agreement shall be in writing and either be mailed postage prepaid or be delivered in person, by fax or email (confirmed by read receipt or reply) to the following address: Preferred Patron Loyalty, LLC., P.O. BOX 692, NORTHIFIELD, NY 08225 Attention: Managing Member, Brett Perlman. Email: pms_inbox@preferredpatron.com.

Governing Law
This Agreement will be governed by the laws of the State of New Jersey and Lead Provider consents to the jurisdiction of the federal and state courts of the State of New Jersey.

Relationship of Parties
Nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative or employment relationship between the parties. You will have no authority to make or accept any offers or representations on our behalf. You will not make any statement, whether on your website or otherwise, that reasonably would contradict anything in this clause.

Entire Agreement
This Agreement constitutes the entire understanding and agreement between the parties relating to the Preferred Patron Loyalty, LLC. Merchant Agreement and supersedes any and all prior or contemporaneous oral or written communications.

If any provision of this Agreement, or the application of such provision to any person or circumstance, shall be held invalid, the remainder of this Agreement, or the application of such provision to persons or circumstances other than those to which it is held invalid, shall not be affected thereby and shall remain intact for the remainder of this agreement and any future extensions