FreebeePay, Inc. ("FreebeePay", "we" or "us") is an interactive mobile and online service provider that provides a set of services and technology applications that enable publishers/merchants to create various promotions and communicates those promotions utilizing our technology platform (the "FreebeePay system" or the "FreebeePay Application(s)". FreebeePay is not involved in the creation of these promotions on the FreebeePay Platform and is not involved in the decisions relating to the promotions uploaded or published using the FreebeePay Platform. The merchants who use the FreebeePay platform are responsible for managing them in all respects (including promotions, conduct, and redemptions) in compliance with these Terms of Service ("Terms of Service" or "Agreement").

These Terms of Service contain general terms that apply to all users of the FreebeePay Platform whether users simply browse any content found on this site, create and publish promotional campaigns, download our applications or receive incentives from these publishers. When using the FreebeePay Platform, you will also be subject to the FreebeePay Privacy Policy and additional posted guidelines, policies or rules applicable to specific services and features on the FreebeePay Platform, which may be posted by us from time to time. All of these Policies are part of this Agreement and are hereby incorporated by reference. If you are using or purchasing any FreebeePay promotional items; redeeming your coupons or other rewards using the FreebeePay Platform with any merchant; or participating in the Incentive Program, you will also be subject to the FreebeePay Terms of Service.

The FreebeePay Platform is not directed to children younger than 13 and is offered only to users 13 years of age or older. If you are under 13 years old, please do not use the FreebeePay Platform or services. Any person who provides their personal information through the FreebeePay Platform represents to us that they are 13 years of age or older.

You represent that you are fully able and competent to enter into the terms, conditions, obligations, representations and warranties set forth in these Terms of Service. If you are using or creating a Network on the FreebeePay Platform as a representative of a company or legal entity, (i) you represent that you have the authority to enter into this Agreement on behalf of that company or entity, and (ii) you agree that the terms "you" and "your" in this Agreement refers to your company or legal entity.

By registering with us or using or browsing the FreebeePay Platform, you acknowledge that you have read, understood, and agree to be bound by this Agreement. If you do not agree to these terms, you can stop using the FreebeePay Platform at any time.

The FreebeePay Application Developer Terms (collectively the "Other FreebeePay Terms?) are hereby incorporated by reference into these Terms of Service. These Terms of Service, including, the Other FreebeePay Terms and any Guidelines and future modifications (collectively the "Terms of Service" or "Agreement") govern your use of the FreebeePay Platform and is a legal contract between you and FreebeePay.

Additionally, if you are developing applications, products or services for use by any Network Creator or their Members on the FreebeePay Platform, using FreebeePay's application programming interfaces ("APIs"), or have otherwise signed up for a developer account (thereby becoming a "Third Party Application Developer"), you will also be subject to the FreebeePay Application Developer Terms. If you are adding third party features, widgets or applications ("Third Party Applications") or adding custom code not provided by or endorsed by FreebeePay ("Non-FreebeePay Code") to your Network or your profile, you will also be subject to the terms of such third party.

Updates to the Terms of Service and Privacy Policy

FreebeePay reserves the right, at our discretion, to change, modify, add or remove portions of these Terms of Service and its Privacy Policy at any time by posting the amended Terms on the FreebeePay Service. You may also be given additional notice, such as an e-mail message or messaging within the Service, of any changes. The revised version will be effective at the time we post it. Please check this Agreement and any Guidelines periodically for changes. Your continued use of the FreebeePay Platform after posting of the changes constitutes your binding acceptance of such changes.

FreebeePay may also revise other policies, codes or rules at any time.

You will be deemed to have accepted such changes by continuing to use the Service. If at any point you do not agree to any portion of the then-current version of our Terms of Service, the FreebeePay Privacy Policy, or any other FreebeePay policy, rules or codes of conduct relating to your use of the Service, your license to use the Service shall immediately terminate, and you must immediately stop using the Service.

To the extent the Terms of Service or FreebeePay Privacy Policy conflict with any other FreebeePay terms, policy, rules or codes of conduct, the terms contained in these Terms of Service and in the FreebeePay Privacy Policy shall govern.

1 Grant of a Limited License to Use the Software and Service

During and subject to the terms and conditions of this Agreement, FreebeePay hereby grants you a limited, non-exclusive, non-sub licensable, non-transferable, freely revocable license to access and use the FreebeePay Platform solely to enable your use. For clarity, aside from the foregoing limited license, you acknowledge that you shall acquire no rights in the Platform Code or Network Code.

You agree that, as between you and FreebeePay, all the intellectual property rights in the FreebeePay Technology are owned by FreebeePay or its licensors.

1.1 Your Account

When creating or updating an Account on the Service, you are required to provide FreebeePay with certain personal information, which may include your name, birth date, e-mail address, and, in some cases, payment information. This information will be held and used in accordance with FreebeePay 's Privacy Policy. You agree that you will supply accurate and complete information to FreebeePay, and that you will update that information promptly after it changes.

FreebeePay users agree:

a) You shall not create an Account or access the Service if you are under the age of 13;
b) Parents/Legal Guardian shall monitor their Account to restrict use by minors, and will deny access to children under the age of 13. You accept full responsibility for any unauthorized use of the Service by minors. Your are responsible for any use of your credit card or other payment instrument (e.g. PayPal) by minors;
c) You shall not use your Account to engage in any illegal conduct;
d) You shall not have an Account or use the Service if you have previously been removed by FreebeePay, or previously been banned by FreebeePay

During the Account creation process, you will be required to select a password or Personal Identification Number (PIN). The following rules govern the security of your Login Information:
a) You shall not share the Account or the Login Information, nor let anyone else access your account or do anything else that might jeopardize the security of your Account;
b) You are solely responsible for maintaining the confidentiality of the Login Information, and you will be responsible for all uses of the Login Information, including purchases, whether or not authorized by you; and
c) You are responsible for anything that happens through your Account;
d) In the event you become aware of or reasonably suspect any breach of security, including without limitation any loss, theft, or unauthorized disclosure of the Login Information, you must immediately notify FreebeePay and modify your Login Information.

FreebeePay reserves the right to remove or reclaim any usernames at any time and for any reason, including but not limited to claims by a third party that a username violates the third party's rights.

1.2 Other License Limitations

Any use of the Service in violation of these License Limitations is strictly prohibited, can result in the immediate revocation of your limited license, and may subject you to liability for violations of law. ANY ATTEMPT BY YOU TO DISRUPT OR INTERFERE WITH THE SERVICE INCLUDING UNDERMINE FreebeePay OR MANIPULATING THE LEGITIMATE OPERATION OF ANY FreebeePay PLATFORM IS A VIOLATION OF FreebeePay POLICY AND MAY BE A VIOLATION OF CRIMINAL AND CIVIL LAWS.

Except as expressly permitted under this Agreement, you agree not to, nor will you allow any third party (whether or not for your benefit) to: a) Run, rent, lease, loan, or sell access to the FreebeePay Platform or the FreebeePay Technology.
b) Decompile or reverse engineer or attempt to access the source code of the software underlying the FreebeePay Platform or FreebeePay Technology.
c) Copy, archive, store, reproduce, rearrange, modify, adapt, download, upload, create derivate works from, display, perform, publish, distribute, redistribute or disseminate any FreebeePay Technology.
d) Access the FreebeePay Platform to build a product using similar ideas, features, functions, interface or graphics of the FreebeePay Platform.
e) Access (or attempt to access) any service on the FreebeePay Platform by any means other than as permitted in these Terms of Service.
f) Access the FreebeePay Platform to upload Your Code or Your Content to cause a breach of security to the FreebeePay Platform or any Network or interfere with the proper working of the FreebeePay Platform or prevent others from using the FreebeePay Platform.
g) Circumvent, disable or otherwise interfere with security related features of the FreebeePay Platform or features that prevent or restrict use or copying of any Content or Third Party Content or enforce limitations on use of the FreebeePay Platform or the Content and Third Party Content therein.

2 Accessing the Service

Before accessing or using the Service, including browsing any FreebeePay website or accessing FreebeePay mobile application, you must agree to these Terms of Service and the Privacy Policy. You may also be required to register an account on the Service (an "Account"), have a valid account on the social networking service ("SNS") through which you connect to the Service, or have an account with the applications provider for your mobile device. If you are between the ages of 13 and 17, you represent that your legal guardian has reviewed and agreed to these Terms.

You must provide all equipment and software necessary to connect to the Service, including, but not limited to, a mobile device that is suitable to connect with and use the Service, in cases where the Service offers a mobile component.

You are responsible for any fees, including internet connection or mobile fees that you incur when accessing the Service.

3 Publisher Content and Code of Conduct

3.1 Publisher Content

Publishers/Merchants are solely responsible for their Content. Publishers/Merchants are responsible for making sure that they have all rights to their Content. Publishers/Merchants understand that whether or not their Content is published or marked private, FreebeePay does not guarantee any confidentiality or privacy with respect to any Content.

Publishers/Merchants own all of their Content and other information that they upload to the FreebeePay Platform. FreebeePay does not claim any ownership rights in Publishers/Merchants Content. After posting Content, Publishers/Merchants continue to retain any ownership rights they have to their Content, and continue to have the right to use and license their Content in any way they choose. The Content that Publishers/Merchants upload to the FreebeePay Platform needs to comply with the terms of this Agreement. At any point, Publishers/Merchants can remove their Content and cancel their account.

In addition to the rights, licenses and privileges referred to in this agreement, Publishers/Merchants agree that FreebeePay may use and refer to their content (including screen shots), trademarks, service marks, trade names, image, character, logos, domain names and other distinctive brand features or identification in marketing materials, press releases, financial reports, presentations, website materials, customer lists and other media now known or hereafter discovered in connection with the marketing, advertising and promotion of the FreebeePay Platform, and any products, goods, features, capabilities and/or services associated with the FreebeePay Platform.

Purchases and promotional redemptions are solely between the publisher/merchant and the buyer.

3.1 Publisher's License and Code of Conduct:

Publishers/Merchants will not post, email or make available any Content to Users or use the FreebeePay Platform: a) to engage in spamming, "chain letters," "pyramid schemes", advertisement of illegal or controlled products or services, or other advertising or marketing activities that violate these Terms of Service, any applicable laws, regulations or generally-accepted advertising industry guidelines, including to other Users whether on or off the FreebeePay Platform in connection with Your Network;
b) in a manner that is misleading, deceptive or fraudulent or otherwise illegal or promotes illegal activities, including engaging in phishing or otherwise obtain FreebeePay financial or other personal information in a misleading manner or for fraudulent or misleading purposes;
c) in a manner that is libelous or defamatory, or in a way that is otherwise threat FreebeePay, abusive, violent, harassing, malicious or harmful to any person or entity, or invasive of another's privacy;
d) in a manner that is harmful to minors in any way;
e) in a manner that is hateful or discriminatory based on race, color, sex, religion, nationality, ethnic or national origin, marital status, disability, sexual orientation or age or is otherwise objectionable, as reasonably determined by FreebeePay;
f) to impersonate a FreebeePay employee, or any other person, or falsely state or otherwise misrepresent your affiliation with any person or entity, or to obtain access to a Network or the FreebeePay Platform without authorization;
g) to interfere or attempt to interfere with the proper working of the FreebeePay Platform or prevent others from using the FreebeePay Platform, or in a manner that disrupts the normal flow of dialogue with an excessive number of messages (flooding attack) to the FreebeePay Platform, or that otherwise negatively affects other persons' ability to use the FreebeePay Platform;

h) to facilitate the unlawful distribution of copyrighted content;
i) in a manner that includes personal or identifying information about another person without that person's explicit consent;
j) in a manner that employs misleading email or IP addresses, or forged headers or otherwise manipulated identifiers in order to disguise the origin of Content transmitted through the FreebeePay Platform or to Users; and
k) "Stalk" or otherwise harass anyone;
l) Collect, use or disclose data, including personal information, about other Users without their consent or for unlawful purposes or in violation of applicable law or regulations;
m) Request, solicit or otherwise obtain access to usernames, passwords or other authentication credentials from any Member of the FreebeePay Platform or to proxy authentication credentials for any Member of the FreebeePay Platform for the purposes of automating logins to the FreebeePay Platform;
n) Use any profanity or the description or name of any illegal activity using the FreebeePay Platform or System(s);
o) Post any Content that FreebeePay determines constitutes pornography, contains nudity, or is adult in nature. FreebeePay's current definition of these categories is located here and is subject to change.
p) Attempt to gain unauthorized access to FreebeePay's computer systems or engage in any activity that disrupts, diminishes the quality of, interferes with the performance of, or impairs the functionality of, the FreebeePay Platform;
q) Develop, invoke, or utilize any code to disrupt, diminish the quality of, interfere with the performance of, or impair the functionality of the FreebeePay Platform.

4 Terminations

FreebeePay has the right (at its sole discretion) for any reason to (i) delete, disable or deactivate your account, block your email or IP address, or otherwise terminate your access to or use of the FreebeePay Platform or any Network, (ii) remove and discard any Code or Content anywhere on the FreebeePay, with or without notice, and with no liability of any kind.

5 Effects of Terminating

Upon deactivating your account, this Agreement terminates and you will no longer have a right to access your account, Your Content. FreebeePay will not have any obligation to assist you in migrating your data, Your Content, off of the FreebeePay Platform and FreebeePay does not keep any back-up of any of Your Code, Your Content or Your Network Data.

Additionally, you understand and agree that Your Content and Network Data that is displayed on the FreebeePay Platform may continue to appear on the FreebeePay Platform, even after you have terminated your account, as portions of Your Content may have been incorporated into Member profiles, RSS feeds or other features.

If you terminate your account, we will have no obligation to refund you any fees you may have paid except as may be required by applicable law.

6 Changes to FreebeePay Platform

FreebeePay reserves the rights at any time (and from time to time) to modify, suspend, or discontinue providing the FreebeePay Platform or any part thereof, including adding new features to any portion of the FreebeePay Platform, with or without notice. FreebeePay will not be liable to you or to any third party for any modification, suspension or discontinuance of any portion of the FreebeePay Platform or the FreebeePay Platform as a whole.

7 FreebeePay Ownership Rights

You agree that, as between you and FreebeePay, FreebeePay owns all right, title and interest, including, all intellectual property rights, in and to the FreebeePay Technology. Any rights not expressly granted herein, are reserved to FreebeePay. You agree to abide by all copyright notices, information, or restrictions contained in any part of the FreebeePay Platform. You must not alter, delete, or conceal any copyright, trademark, patent, or other notices contained on the FreebeePay Platform, including notices on any FreebeePay Technology you download, transmit, display, print or reproduce from or using the FreebeePay Platform.

8 FreebeePay Trademarks and Legal Notices

FreebeePay trademarks, logos, images, service marks, trade names and other distinctive branding features used on the FreebeePay Platform. FreebeePay Logos and trademarks are the trademarks of FreebeePay and may not be used without permission. FreebeePay is not granting you a license under any intellectual property right to these trademarks. Other trademarks, logos, and trade names that may appear on the FreebeePay Platform are the property of their respective owners.

9 Representations and Warranties

You represent and warrant to FreebeePay that: (a) you will comply with all applicable local, state, national and international laws (including the CAN-SPAM Act of 2003), rules, and regulations in connection with your use of the FreebeePay Platform including your promotional or other activities on or off the FreebeePay Platform that relate to Your Network; (b) you have the right to grant to FreebeePay the rights granted herein and you own or have all necessary rights, title and interest in and to Your Code, Your Content and Your Art Assets (as defined below); (c) Your Code, Your Content and Your Art Assets do not and will not (i) infringe, violate or misappropriate any third-party right, including any copyright, trademark, patent, trade secret, moral rights, privacy rights, rights of publicity, or any other intellectual property or proprietary right, or (ii) slander, defame, libel, or invade the right of privacy, publicity or other property rights of any person; and (d) none of Your Code, Your Content, Your Art Assets or Your Network contains any viruses, Trojan horses, trap doors, back doors, Easter eggs, worms, time bombs, cancelbots, or other computer programming routines that may potentially damage or interfere with the FreebeePay Platform, or intercept or expropriate any system data or personal information from the FreebeePay Platform.

10 Indemnity

You agree to indemnify, defend, and hold harmless FreebeePay, and its successors, subsidiaries, affiliates, co-branders, contractors, employees, third-party advertisers, technology providers, service providers or other partners, and each of their respective officers, directors, agents, shareholders, employees and representatives, from and against any third party claim, demand, loss, damage, cost, or liability (including, reasonable attorneys' fees) arising out of or relating to: • Your Content, Your Art Assets; • Your use of any Non-FreebeePay Code or Third Party Applications; • Your use or misuse of, or connection to, the FreebeePay Platform or any services offered by the FreebeePay Platform; • Your breach or alleged breach of this Agreement; • Your violation of any rights (including intellectual property rights) of a third party; • Your use or misuse of any User data, including, in violation of the FreebeePay Privacy Policy and • Your breach or alleged breach of any agreement or policy between you and other Users.

FreebeePay reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us and you agree to cooperate with our defense of these claims. You agree not to settle any matter without the prior written consent of FreebeePay. FreebeePay will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it.

YOU AGREE THAT FREEBEEPAY WILL NOT BE RESPONSIBLE OR LIABLE FOR ANY LOSS OR DAMAGE OF ANY SORT INCURRED AS THE RESULT OF ANY INTERACTIONS OR DEALINGS WITH ADVERTISERS OR AS THE RESULT OF THE PRESENCE OF SUCH ADVERTISERS ON YOUR NETWORK.

Additionally, Content from Users, third parties, or advertisers, including, information about third party products and services and any Third Party Applications, may be made available to you through Networks ("Third Party Content") on the FreebeePay Platform. The inclusion of Third Party Content on the FreebeePay Platform does not imply our affiliation or endorsement of such Third Party Content. Because we do not control Third Party Content, you agree that we are not responsible for any such Third Party Content, including the accuracy, integrity, quality, legality, usefulness, safety or intellectual property rights of or relating to such Third Party Content, it is the sole responsibility of the person from which such Third Party Content originated, and FreebeePay has no obligation to monitor such Third Party Content. Notwithstanding the foregoing, FreebeePay or its designees reserves the right, but shall have no obligation, to pre-screen, filter, remove, refuse to accept, post, display or transmit any Third Party Content (including on any Network) in whole or part at any time for any reason or no reason with or without notice and with no liability of any kind. You are solely responsible (and assume all liability and risk) for determined FreebeePay whether or not such Third Party Content is appropriate or acceptable to you. You understand that by using the FreebeePay Platform you may be exposed to Third Party Content that is offensive, indecent or objectionable, and that you use the FreebeePay Platform at your own risk.

11 Limitation of Liability

YOU AGREE THAT, UNDER NO LEGAL THEORY, INCLUDING, BUT NOT LIMITED TO NEGLIGENCE, SHALL FREEBEEPAY OR ITS SUCCESSORS, AFFILIATES, CONTRACTORS, EMPLOYEES, SUPPLIERS, LICENSORS, PARTNERS OR AGENTS, BE LIABLE TO YOU FOR (A) ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, COST OF COVER, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES (EVEN IF FreebeePay HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), ARISING FROM OR RELATING TO THIS AGREEMENT OR YOUR USE OR THE INABILITY TO USE THE FreebeePay PLATFORM; OR (B) ANY DAMAGES ARISING FROM OR RELATED TO THIS AGREEMENT OR YOUR USE OR THE INABILITY TO USE THE FreebeePay PLATFORM (IN THE AGGREGATE FOR ALL POTENTIAL CLAIMS BY YOU) IN EXCESS OF THE GREATER OF (i) $100 AND (ii) THE TOTAL AMOUNTS PAID TO FreebeePay BY YOU IN THE TWELVE MONTHS IMMEDIATELY PRECEDING THE INITIAL NOTICE OF ANY CLAIM.

THESE LIMITATIONS SHALL ALSO APPLY WITH RESPECT TO DAMAGES INCURRED BY REASON OF ANY PRODUCTS OR SERVICES SOLD OR PROVIDED ON ANY THIRD PARTY SITES OR OTHERWISE PROVIDED BY ANY THIRD PARTIES OTHER THAN FreebeePay (INCLUDING THIRD PARTY APPLICATION DEVELOPERS) AND RECEIVED BY YOU THROUGH OR ADVERTISED ON THE FreebeePay PLATFORM OR RECEIVED BY YOU ON ANY THIRD PARTY SITES.

CERTAIN JURISDICTIONS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF YOU RESIDE IN SUCH A JURISDICTION, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS. THE LIMITATIONS OR EXCLUSIONS OF WARRANTIES, REMEDIES OR LIABILITY CONTAINED IN THIS AGREEMENT APPLY TO YOU TO THE FULLEST EXTENT SUCH LIMITATIONS OR EXCLUSIONS ARE PERMITTED UNDER THE LAWS OF THE JURISDICTION IN WHICH YOU ARE LOCATED.

12 Governing Law; Venue

This Agreement shall be governed by the laws of the State of Georgia without regard to conflict of law principles. The provisions of the United Nations Convention on the International Sale of Goods and the Uniform Computer Information Transactions Act, however designated, are excluded and shall not apply to this Agreement or any transactions hereunder.

You agree to submit to the personal and exclusive jurisdiction of any arbitration, the state courts and federal courts located within Atlanta, Georgia for the purpose of litigating all such claims or disputes.

General

The failure of FreebeePay to exercise or enforce any right or provision of this Agreement does not constitute a waiver of such right or provision. If any provision of this Agreement is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should try to give effect to the parties' intentions as reflected in the provision, and the other provisions of this Agreement remain in full force and effect.

You may not delegate your duties under this Agreement or assign this Agreement or your FreebeePay accounts, in whole or in part, provided, however, that you may assign this Agreement in connection with any merger (including by operation of law), consolidation, reorganization, or sale of all or substantially all of its related assets or similar transaction. FreebeePay may assign any of its rights and obligations under this Agreement without consent, including, in connection with any merger (including by operation of law), consolidation, reorganization, or sale of all or substantially all of its related assets or similar transaction. This Agreement shall be binding on the parties' permitted assignees, transferees and successors.

This Agreement, which incorporates the Other Terms, Privacy Policies and the Guidelines, constitutes the entire agreement between you and FreebeePay and governs your use of the FreebeePay Platform, superseding any prior agreements (whether written or oral) between you and FreebeePay regarding the subject matter hereof. Neither party is relying upon any warranties, representations, assurances or inducements not expressly set forth in this Agreement.

The terms "including" and "includes" shall be deemed to be followed by the statement "without limitation" and neither of these terms shall be construed to limit any word or statement it follows to the specific or similar terms or matters immediately following it.