Terms and Conditions

Acceptance of Terms.

By using our website and any of its associated services and features, you indicate the unconditional acceptance of the entityor organization identified in your registration of the following Terms of Service. Please read them carefully, as they may have changed since your last visit. These Terms of Service apply to all Incentive targeting online services and features, unless otherwise indicated.

Scope of Service.

Incentive Targeting, Inc. ("Incentive Targeting" or "we") maintains thiswebsite as a service to our users ("you") who visit and use the site following registration and subject to the payment of any applicable Fees (as defined in Section 11 below),subject to these Terms of Service. The term "website" includes all services and features available on incentivetargeting.com, incentivetargeting.net andrelated sub-domains, (i) which are publicly accessible and (ii) to which you have access pursuant to the type of service for which you have registered (the "Plan"). If you have registered for a Plan, you are responsible for protecting your login name and password. You are responsible for obtaining any equipment and Internet service necessary to access our website andfor any paying any fees for the equipment and service you select. To the extent your and your affiliates' employees and contractors obtain access to or use the service on your behalf, you agree to ensure their compliance with these Terms of Service.

License to Website Content.

Subject to the terms and conditions of these Terms of Service and any other terms and conditions identified on the website fromtime to time, Incentive Targeting hereby grants to you a limited, non-transferable, non-exclusive, non-sublicensable, right and license to access and use the Content (as herein defined) of this website. The term "Content" means allinformation, text, images, data, links, or other material posted onthe sections of the website that are (i) publicly available and(ii) available to you pursuant to your Plan, whether created by us or provided by a third party for display on the website and whetherviewed on-line or printed by you.

Unless otherwise indicated on website with respect to any particular Content, you may view, copy, download, and print Content that is available to you on this website pursuant to your Plan andfor which you have paid applicable fees as defined herein, subject to the following conditions:

1. The Content may be used solely for your internal informational and business purposes, provided that data generated [by you] in connection with promotions conducted under your Planmay be used as needed for your financial reporting purposes. Nopart of this website or its Content may be reproduced, transmitted or otherwise distributed in any form to any third party, by any means, electronic or mechanical, including photocopying and recording for any other purpose.
2. Copyright, trademark, and other proprietary notices may notbe removed.

Nothing contained on this website should be construed asgranting, by implication, estoppel, or otherwise, any license orright to use this website or any Content displayed on this website,through the use of framing or otherwise, except: (a) as expressly permitted by these Terms of Service; or (b) with our prior written permission or the permission of such third party that may own thetrademark or copyright of material displayed on this website.

ALL RIGHTS NOT EXPRESSLY GRANTED HEREUNDER ARE RESERVED BY INCENTIVE TARGETING.

Intellectual Property Rights.

Unless otherwise expressly stated herein, all Content contained on this website, and all intellectual property rights therein, is the exclusive property of Incentive Targeting and/or its affiliatesor licensors, and is protected from unauthorized copying and dissemination by United States copyright law, trademark law, international conventions and other intellectual property laws. Certain features and services on this website are covered by the following patents and/or patent applications: 60/860,414 and 12/099,201. Product names are trademarks or registered trademarks of their respective owners.

We do not claim ownership of Content submitted by you without compensation by Incentive Targeting. By submitting such Content, however, you hereby grant, and you agree to grant, to Incentive Targeting and its current and future affiliates a world-wide, royalty-free, paid-up, perpetual, irrevocable, non-exclusive license, with the right to sublicense, to use, distribute, reproduce, modify, adapt, create derivative works from, and publicly perform or display such Content. This license shall survive termination of the service and Terms of Service for anyreason.

Content Submitted by Users.

1. Accuracy. If you choose to provide information to register for or participate in a service or promotion on this website, you agree that you will provide accurate, complete, and up to date information as requested on the screens that collect information from you. Please refer to our Privacy Policy for information on our practices for handling personally identifiable information.
2. Liability. We are not responsible or liable for the conduct of users or for views, opinions and statements expressed inContent submitted through our website, including without limitation Content submitted for the purpose of distributing such Content to purchasers of grocery and consumer goods. We do not prescreen information submitted to the website. With respect to such Content posted on our website, we act as a passive conduit for such distribution and are not responsible for Content. Any opinions,advice, statements, services, offers or other information in Content provided by users are those of the respective author(s) or distributor(s) and not of Incentive Targeting. We neither endorse nor guarantee the accuracy, completeness, or usefulness of any suchContent. You are responsible for ensuring that Content submitted to this website is not provided in violation of any copyright, trade secret or other intellectual property rights of another person orentity or of any applicable law. You shall be solely liable for anydamages resulting from any infringement of copyrights, trade secret, or other intellectual property rights, or any other harm resulting from your uploading, posting or submission of Content tothis website.
3. Monitoring. We have the right, but not theobligation, to monitor Content submitted to our website todetermine compliance with these Terms of Service and any other applicable rules that we may establish from time to time. We havethe right in our sole discretion to edit or remove any material submitted to or posted in any online discussion forum or chat room provided through this website. Without limiting the foregoing, wehave the right to remove any material that Incentive Targeting, in its sole discretion, finds to be in violation of these Terms of Service or otherwise objectionable, and you are solely responsible for the Content that you post to this website. Any Content that issubmitted for distribution to consumers is subject to theacceptance by the retailer or other party that will ultimately distribute such content to such consumers. Such retailers may accept or reject such Content in their sole discretion.

Prohibited Conduct.

By accessing our website or a service provided through ourwebsite, you agree to abide by the following standards of conduct. You agree that you will not, and will not authorize or facilitate any attempt by another person to, use our website or any related service to:

1. Transmit any Content that is unlawful, harmful,threatening, abusive, harassing, defamatory, offensive,pornographic, or otherwise objectionable, as determined byIncentive Targeting.
2. Use a name or language that Incentive Targeting, in its solediscretion, deems offensive.
3. Post defamatory statements.
4. Post hateful or racially or ethnically objectionable Content.
5. Post Content which infringes another's copyright, trademark or trade secret.
6. Post unsolicited advertising or unlawfully promote products or services.
7. Harass or threaten.
8. Impersonate another person.
9. Promote, solicit, or participate in any multi-level marketing or pyramid schemes.
10. Exploit children under 18 years of age.
11. Engage in disruptive activity such as sending multiple messages in an effort to monopolize the forum.
12. Introduce viruses, worms, Trojan horses and/or harmful code to the website.
13. Decompile, reverse engineer or obtain unauthorized access to any software or computer system through the website.
14. Invade the privacy of any person, including but not limited to posting personally identifying or otherwise private information about a person without their consent (or their parent's consent in the case of a child under 13 years of age).
15. Solicit personal information from children under 13 years ofage.
16. Violate any federal, state, local, or international law orregulation.
17. Encourage conduct that would constitute a criminal or civiloffense.

Links to Third-Party Websites.

Links to websites not owned by Incentive Targeting may be provided to you as a convenience. Any outside website accessed from our website is independent from Incentive Targeting, and we have no control over the content of such websites. We are not responsible for the content of any linked website or for any loss or damage incurred in connection with your use such links or dealings withthe operators of such non-Incentive Targeting websites.

No Implied Endorsements.

In no event shall any reference to any third party or thirdparty product or service be construed as an approval or endorsementby Incentive Targeting of that third party or of any product or service provided by a third party. Likewise, a link to any non-Incentive Targeting website does not imply that we endorse oraccept any responsibility for the content or use of suchwebsite.

Copyright Infringement; Notice and Take DownProcedures.

If you believe that any materials on this website infringe your copyright, you may request that they be removed. This request must bear a signature (or electronic equivalent) of the copyright holderor an authorized representative and must include the following information: (1) identification of the copyrighted work that youbelieve to be infringed, including a description of the work and,where possible, a copy or the location of an authorized version ofthe work; (2) identification of the material that you believe to be infringing and its location, including a description of the material, its website location or other pertinent information that will help us to locate the material; (3) your name, address, telephone number, and email address; (4) a statement that you havea good faith belief that the complained of use of the materials is not authorized by the copyright owner, its agent, or the law; (5) astatement that the information in your claim is accurate; and (6) a statement that "under penalty of perjury," you declare that you arethe lawful copyright owner or are authorized to act on the owner's behalf. Our agent for copyright issues relating tothis website is: Benjamin Sprecher, Incentive Targeting, Inc. , 53 Aberdeen Street, Newton, MA 02461, 781-995-4170, copywrite@incentivetargeting. com.

In an effort to protect the rights of copyright owners, we maintain a policy for the termination, in appropriate circumstances, of users of this website who are repeat infringers.

Security.

When you register to participate in certain services offered on this website, you may be required to establish a login identifier and a password. You are responsible for protecting your login and password from unauthorized use, and you are responsible for all activity that occurs on your account. You agree to notify us immediately if you believe that your login or password has been or may be used without your permission so that appropriate action can be taken. We are not responsible for losses or damage caused by your failure to safeguard your login and password.

Fees.

1. Fees. If you have purchased a Plan, certain rights granted to you hereunder are subject to your full payment of the applicable fee(s) set forth on this website (the"Fees";).
2. Invoices. We reserve the right to require payment inadvance or to require that a specific balance be maintained to obtain or continue to receive access to the service, as indicated on our website from time to time or otherwise notified to you. All invoices, if any, shall be due and payable in full within thirty (30) days from the invoice date. Incentive Targeting may charge alate fee on all past due amounts at the rate of 1.5% per month or, if lower, the maximum rate permitted by applicable law. You will further pay all of our costs and expenses (including reasonable attorneys' and auditors' fees) if legal action isrequired to collect outstanding balances or to enforce any of our other rights hereunder or at law.
3. Payment Terms; Taxes. All Fees are payable in U. S.Dollars. Fees are exclusive of any applicable taxes, including without limitation, sales, use, value-added, and withholding taxes,and you shall pay all such taxes when due (other than taxes on Incentive Targeting's net income).

Termination.

We may terminate your access to our website, in our solediscretion, for any reason and at any time, upon electronic notice to you at the e-mail address provided by you at registration. You agree that we are not liable to you or any third party for any termination of your access to this website. For the avoidance of doubt, you acknowledge and agree that, upon termination of these Terms of Service for any reason, you shall immediately pay all amounts that accrued prior to the date of termination, and that any obligation to pay Incentive Targeting that accrued prior to the termination hereof will survive following such termination.

Disclaimer of Warranty.

Under no circumstances will we be liable for any loss or damage caused by your reliance on information in any Content. It is your responsibility to evaluate the accuracy, completeness or usefulness of any information, opinion, advice or other content available through this website.

ALL TEXT, IMAGES, AND OTHER INFORMATION ON OR ACCESSIBLE FROMTHIS WEBSITE ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE,AND NON-INFRINGEMENT. SPECIFICALLY, BUT WITHOUT LIMITATION,INCENTIVE TARGETING DOES NOT WARRANT THAT: (i) THE INFORMATIONAVAILABLE ON THIS WEBSITE IS FREE OF ERRORS; (ii) THE FUNCTIONS OR SERVICES (INCLUDING BUT NOT LIMITED TO MECHANISMS FOR THE DOWNLOADING AND UPLOADING OF CONTENT) PROVIDED BY THIS WEBSITE WILL BE UNINTERRUPTED, SECURE, OR FREE OF ERRORS; (iii) DEFECTS WILL BE CORRECTED, OR (iv) THIS WEBSITE OR THE SERVER(S) THAT MAKES ITAVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

Limitation of Liability.

IN NO EVENT SHALL INCENTIVE TARGETING BE LIABLE TO ANY USER OFTHIS WEBSITE OR ANY OTHER PERSON OR ENTITY FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES(INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA, LOSS OF USE, OR COSTS OF OBTAINING SUBSTITUTE GOODS ORSERVICES) ARISING OUT OF THE USE, INABILITY TO USE, UNAUTHORIZEDACCESS TO OR USE OR MISUSE OF THE WEBSITE OR ANY INFORMATION CONTAINED THEREON, WHETHER BASED UPON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EVEN IF HAS BEEN ADVISED OFTHE POSSIBILITY OF SUCH DAMAGES OR LOSSES.

Indemnification.

You agree to indemnify, hold harmless and defend Incentive Targeting from any claims, damages, losses, liabilities, and all costs and expenses of defense, including but not limited to, reasonable attorneys' fees, resulting directly or indirectly from a claim by a third party that arises in connection with your use of this website.

Jurisdictional Issues.

We make no representation that information on this website is appropriate or available for use outside the United States. Those who choose to access this website from outside the United States doso on their own initiative and at their own risk and are responsible for compliance with applicable local laws.

Enforcement.

1. Governing Law. These Terms of Service shall be governed and interpreted pursuant to the laws of the Commonwealth of Massachusetts, United States of America, without regard to the conflict of law provisions thereof.
2. Disputes. All disputes arising out of or relating to these Terms of Service shall be finally resolved by arbitration conducted in the English language in Boston, Massachusetts, U.S.A. under the commercial arbitration rules of the American Arbitration Association. The parties shall appoint as solearbitrator a retired judge who presided in the Commonwealth ofMassachusetts. The parties shall bear equally the cost of thearbitration (except that the prevailing party shall be entitled toan award of reasonable attorneys' fees incurred in connection withthe arbitration in such an amount as may be determined by thearbitrator). All decisions of the arbitrator shall be final andbinding on both parties and enforceable in any court of competentjurisdiction. Notwithstanding the foregoing, we shall be entitledto seek injunctive relief, security, or other equitable remediesfrom the United States District Court for the District ofMassachusetts or any other court of competent jurisdiction. Underno circumstances shall the arbitrator be authorized to awardpunitive damages, including but not limited to federal or statestatutes permitting multiple or punitive damage awards. Anypurported award of punitive or multiple damages shall be beyond thearbitrator's authority, void, and unenforceable.

Severability.

If any part of these Terms of Service is held to be unlawful,void, or unenforceable, that part will be deemed severable andshall not affect the validity and enforceability of the remainingprovisions.

Assignment.

Neither these Terms of Service nor the licenses granted hereinare transferable by you without the prior written consent ofIncentive Targeting, which may be granted or withheld in Incentive Targeting's sole discretion. These Terms of Service shall inure to the benefit of the parties and their successors and permitted assigns.

Entire Agreement.

These Terms of Service constitute the entire agreement between the parties relating to the subject matter herein. We may, at our sole discretion and without notice, revise these terms at any time by updating this posting.

For Additional Information.

If you have any questions about the rights and restrictions above, please contact Incentive Targeting by email at tos@incentivetargeting.com.

Copyright © 2008, Incentive Targeting, Inc. All Rights Reserved.