Royalty Rewards℠ Program Terms and Conditions - Last Revised 7/29/2009

This agreement (the "Agreement") is an agreement between Firepower Marketing Inc. (also referred to as "we" or "us" or "our" or "Firepower") and the party set forth in the related Royalty Rewards℠ Fast Start Enrollment Form. Such party is referred to in this Agreement as "Merchant" or "you". The Royalty Rewards℠ Fast Start Enrollment Form signed by you or submitted electronically is incorporated herein by reference (together with any subsequent order forms submitted by you, the "Order Form") and applies to the purchase of all products and services (collectively, the "Services") provided by our company, ordered by you on the Order Form or provided to you on our website, currently located at http://www.royaltyrewards.com/termsofuse.htm (the "Site"). We reserve the right, at our sole discretion, to change, modify, add, or delete portions of this Agreement at any time without further notice. If we do this, we will post the changes to this Agreement on this page and will indicate at the top of this page the date these terms were last revised.

PLEASE READ THIS AGREEMENT CAREFULLY. BY ACCESSING OR USING THE SITE, AND/OR SUBMITTING PAYMENT FOR SERVICES YOU ARE AGREEING TO BE BOUND BY THE TERMS OF THIS AGREEMENT AND ALL TERMS AND CONDITIONS INCORPORATED BY REFERENCE IN THIS AGREEMENT. YOUR USE OF THE SITE AND SERVICES CONSTITUTES ACCEPTANCE OF THIS AGREEMENT.

Approval Terms

We reserve the right to reject this Agreement for any reason or no reason, prior to acceptance thereof by Firepower. Activation of the Services shall indicate Firepower's acceptance of this Agreement. Subject to the terms and conditions of this Agreement, Firepower will provide to Merchant the Services selected by Customer set forth on the Order Form or Order Forms submitted from time to time.

Usage of Royalty Rewards℠, StikTuits™, and Magic Wand Trade and Service Marks

You are not permitted to use Firepower's names, logos or licensed trade and service marks, including but not limited to, Royalty Rewards℠, StikTuits™, or Royalty Rewards Magic Wand™ in your advertising or promotions without our express written consent. You acknowledge and agree that all right, title, ownership and interest in same shall remain with us at all times. You shall not take any action inconsistent with our ownership of or goodwill associated with our name, logos, servicemarks or licensed trademarks, including, without limitation, applying for registration of any of our names, logos, servicemarks or trademarks (or any mark similar thereto) anywhere in the world.

Our Intellectual Property and Your License to Use It

Firepower is the owner or licensee of all right, title and interest in and to Royalty Rewards℠, StikTuits ™, Magic Wand, and Firepower's other trade names, trademarks, servicemarks names, logos and inventions, copyrights, trade secrets, patents, know-how and other intellectual property rights relating to the design, function, marketing, promotion, sale and provision of the Services and the related hardware, software and systems (collectively the "Marks"). Nothing in this Agreement constitutes a license to you to use or resell the Marks. Without limiting the generality of the foregoing, you acknowledge and agree that all Marks are protected by copyright, trademark, patent, or other proprietary rights of Firepower and its affiliates, licensors, and service providers. You agree not to: (a) modify, alter, or deface any of the Marks, trade dress or other intellectual property made available by us in connection with the provisions of the Services; (b) use any of the Marks or other content accessible through the Site for any purpose other than the purpose for which we have made it available to you; (c) defame or disparage us, our Marks, or any aspect of the Site or Services; and (d) adapt, translate, modify, decompile, disassemble, or reverse engineer the Site or any software, programs or methods used in connection with it or the Services. You further acknowledge and agree that all ideas and concepts used in the Royalty Rewards℠ Program have been developed exclusively by Firepower and are considered by Firepower to be of a proprietary nature and that these ideas and concepts remain the property of Firepower . In this respect, you agree to honor our proprietary rights to the content of the Royalty Rewards℠ Program and refrain from disclosing its contents to our competitors or any third party and that unauthorized use of these ideas and concepts is strictly prohibited.

Proprietary Rights in Site Content; Limited License

All content on the Site, including all sales and similar reports, concepts, research, and information, processes, products and the Services provided to you under this Agreement (the "Site Content") shall be the exclusive property of Firepower and the Services are the proprietary property of the Firepower or its licensors with all rights reserved. No Site Content may be modified, copied, distributed, framed, reproduced, republished, downloaded, scraped, displayed, posted, transmitted, or sold in any form or by any means, in whole or in part, without our prior written permission, except that the foregoing does not apply to your own Merchant Content (as defined below) that you legally upload to the Site. Provided that you are eligible for use of the Site, you are granted a limited license to access and use the Site and the Site Content and to download or print a copy of any portion of the Site Content to which you have properly gained access provided that you keep all copyright or other proprietary notices intact. Except for your own Merchant Content, you may not upload or republish Site Content on any Internet, Intranet or Extranet site or incorporate the information in any other database or compilation, and any other use of the Site Content is strictly prohibited. Such license is subject to the terms of this Agreement and does not permit use of any data mining, robots, scraping or similar data gathering or extraction methods. Any use of the Site or the Site Content other than as specifically authorized herein, without our prior written permission, is strictly prohibited and will terminate the license granted herein. Such unauthorized use may also violate applicable laws including copyright and trademark laws. Unless explicitly stated herein, nothing in this Agreement shall be construed as conferring any license to intellectual property rights, whether by estoppels, implication, or otherwise. This license is revocable at any time without notice and with or without cause.

Tracking and Recording Transactions

We will provide you with a Royalty Rewards Magic Wand(s)™ and terminal(s) and access to the password protected Site to report your customers' transactions (purchases and returns), as well as to be able to track and record customer transactions with your business. At the end of each month, you will be provided with in-depth reports through the Site. Until paid for in full by you title to all Royalty Rewards Magic Wand(s)™, terminal(s), and equipment delivered under this Agreement shall be retained by us. Upon termination of this Agreement you shall, at your expense, return all terminals and Royalty Rewards Magic Wand(s)™, to which we retain title, in good repair except for ordinary wear and tear resulting from ordinary use. You shall bear the entire risk of loss theft or damage of or to any terminals and/or Magic Wands.

Merchant Content Posted on the Site

You are solely responsible for the information, including all third party information that you provide to us (hereinafter, "post") in any manner to the Site (collectively the "Merchant Content"). You may not post, transmit Merchant Content on the Site that you do not have permission to collect and post. You understand and agree that we may, but are not obligated to, review the Site and may delete or remove (without notice) any Site Content or Merchant Content, for any reason or no reason, including that Merchant Content that in our sole judgment violates this Agreement or which might be illegal. You are solely responsible at your sole cost and expense for creating backup copies and replacing any Merchant Content you post or store on the Site or provide to us.

When you post Merchant Content to the Site, you authorize and direct us to make such copies thereof as we deem necessary in order to facilitate the provision of the Services. You may remove your Merchant Content from the Site at any time. If you choose to remove your Merchant Content you acknowledge that we may retain archived copies of your Merchant Content. Firepower does not assert any ownership over your Merchant Content; rather, as between us and you, subject to the rights granted to us in this Agreement, you retain full ownership of all of your Merchant Content.

Charges

All charges shall be made in accordance with the respective Order Forms and/or Terms and Conditions Agreements entered into between the Merchant and Firepower and the terms of such agreements are incorporated into this Agreement by reference.

Customer Service

Your business must provide good customer service and a method for Royalty Rewards℠ Program cardholders and Firepower to contact your business about customer service issues. We may, at our sole discretion, make a determination of unacceptable customer service and consequently terminate your status as an approved Royalty Rewards℠ merchant, upon providing you notice of same.

Product Standards

The products or services offered by you must be in good taste and socially acceptable. Firepower at our sole discretion may make a determination of unacceptable products and services and consequently terminate your status as an approved Royalty Rewards℠ merchant, upon providing you notice of same. Representations

You have independently evaluated the desirability of participating in the Royalty Rewards℠ Program and are not relying on any representation, guarantee, or statement other than as set forth in this Agreement. No guarantee has been made for the increase or improvement of sales, by your participation as a Royalty Rewards℠ merchant.

Royalty Rewards Alliance™

Royalty Rewards Alliance™ Participants agree to abide by all the rules and terms of use of the Royalty Rewards Alliance™ Program, including but not limited to, accepting Royalty Rewards Alliance™ Loyalty Cards, Royalty Rewards Alliance™ Gift Cards, and all Royalty Rewards Alliance™ Award Certificates.

Royalty Rewards Alliance™ Participants understand they must display Royalty Rewards Alliance™ signage conspicuously throughout their business and agree to assign Royalty Rewards Alliance™ Loyalty Cards to any temporary cardholder who may visit their business.

Royalty Rewards Alliance™ Participants understand they are not permitted to remove an existing Royalty Rewards Alliance™ member from the Alliance or sign up an existing Royalty Rewards Alliance™ member into their individual database (this information will be added to your database automatically).

Royalty Rewards Alliance™ participants grant Firepower Marketing Inc. permission to communicate with their cardholders, and to pay any agreed fees related to the Royalty Rewards Alliance™. 

Firepower Marketing Inc. will continually enhance the Royalty Rewards Alliance™ program and will advise all participating merchants of any such changes, updates or enhancements.

Firepower Marketing Inc. reserves the right to remove any Merchant or Member from the Royalty Rewards Alliance ™ at any time for any reason.

Agreement Term

The term of this Agreement will end when terminated by either party. Either you or we may terminate this Agreement and your participation in the Royalty Rewards℠ Program at any time, with or without cause, by giving the other party written notice of termination. Providing notice by email to us at info@royaltyrewards.com and to you at the email address in our records shall be sufficient notice for termination of this Agreement.

Agreement Modification

We may modify any of the terms and conditions contained in this Agreement at any time and without approval, by posting a change notice or a modified agreement at the Site. If a modification is unacceptable to you, your sole recourse is to terminate this Agreement and your participation in Royalty Rewards℠ Program. Your continued participation in the Royalty Rewards℠ Program following our posting of a change will constitute binding acceptance by you of such change.

Relationship of the Parties

Nothing set forth 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.

Limitations on Liability

Neither Firepower nor any of its officers, employees, or agents will have any liability of any sort arising from any Site or Services interruptions, or for any inability to communicate effectively by e-mail transmissions. We do not warrant that the Site will be error free or that it will function without interruption.

Indemnity

By using the Site and the Services you agree to indemnify us and affiliated entities and hold them harmless from any and all claims and expenses, including (without limitation) attorney's fees, arising from your use of the Site, the provision of the Services, or from any person's use of any ID, membership or password you maintain with any portion of the Site, regardless of whether such use is authorized by you. In any event, any liability is limited to one months mailing costs.

Miscellaneous

This Agreement shall be governed by and construed in accordance with the substantive laws of the State of Washington, without regard to the conflict of laws rules. The parties hereto hereby (i) consent to the personal jurisdiction of the state and federal courts located in the State of Washington in connection with any controversy related to this Agreement;(ii) waive any right to assert a defense based on improper venue, forum non convenience, lack of personal jurisdiction, or similar objection to the above-listed forum; (iii) agree that any litigation initiated by their party be venued in either District Court of Washington for Whatcom County, or the United States District Court, Western District of Washington; and (iv) agree that a final judgment in any such suit, action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. You may not assign this Agreement, by operation or law or otherwise, without our prior written consent. Subject to such restriction, this Agreement will be binding upon, ensure to the benefit of and be enforceable against the parties and their respective successors and assigns. If any provision herein is held to be invalid or unenforceable for any reason, the remaining provisions will continue in full force without being impaired or invalidated in any way. This Agreement, together with the Order Form(s) constitutes the entire agreement between the parties regarding its subject matter, supersedes any other agreements or understandings between them, and may only be amended by us as described above, or, as to any amendment initiated by you, in a writing signed by us.