1. Introduction
2. Limited Right to Use
3. Indemnification
4. Nontransferable
5. Use of Software
6. User Submissions
7. User Chat Rooms
8. Linking
9. Your Account
10. Payment and Taxes
11. Applicable Laws
12. Copyright Complaints
13. WARRANTY DISCLAIMER AND LIMITATION OF LIABILITY

Welcome to the Web site operated by eCoupons, Inc. ("eCoupons", "our" or "we"), a New Jersey Incorporation. We deliver promotional incentives (such as coupons, newsletters, savings notices, samples and trial offers) on behalf of online and offline companies where we a relationship (our "Clients") to visitors and members ("you", "your" or "Members") at our Web site www.ecoupons.com (the "Site"). By using this Site, you are agreeing to comply with and be bound by the following Terms and Conditions outlined in this Terms of Use Agreement ("Agreement"). Please review the following terms carefully. If you do not agree to these terms, you have no right from eCoupons to obtain information from or otherwise use this Web site. Failure to use this Web site in accordance with the following terms of use may subject you to severe civil and criminal penalties.

1. Introduction:

   You agree to the Terms and Conditions outlined in this Terms of Use Agreement with respect to this Web site. This Agreement supersedes all prior or contemporaneous agreements, representations, warranties and understandings with respect to the Site, the content and computer programs provided by or through the Site, and the subject matter of this Agreement. This Agreement may be amended at any time without specific notice to you. You should visit this page from time to time to review the then-current Agreement because they are binding on you. Certain provisions of this Agreement may be superseded by expressly designated legal notices or terms located on particular pages at this Site.

2. Limited Right to Use:

   The viewing, printing or downloading of any content, video, audio, graphic, form or document from the Site grants you only a revocable, nonexclusive license for use solely by you for personal, noncommercial purposes limited to the use as is reasonably required to view and listen to the content and navigate through the pages and links generally available to the public using a standard Internet browser and standard media player, and not for republication, distribution, assignment, sublicense, sale, preparation of derivative works or other use. No part of any content, graphic, form or document may be reproduced in any form or incorporated into any information retrieval system, electronic or mechanical, other than for your personal, noncommercial use (but not for resale or redistribution).

3. Indemnification:

   You agree to indemnify, defend and hold eCoupons and their respective directors, officers, shareholders, employees, agents, attorneys, advertisers, and publishers (collectively, "Our Affiliated Parties") harmless from any liability, loss, claim or expense, including reasonable attorneys' fees, related to your use of the Site or violation of this Agreement.

4. Nontransferable:

   Your right to use the Site is not transferable. Any password or right given to you to obtain information or documents from the Site is not transferable.

5. Use of Software:

   If you download software from this Site ("Software"), use of the Software is subject to the license terms in the Software License Agreement that accompanies or is provided with the Software. You may not download or install the Software until you have read and accepted the terms of the Software License Agreement.

6. User Submissions:

   Any material, information or other communication you transmit or post to this Site will be considered non-confidential and non-proprietary ("Communications"). eCoupons will have no obligations with respect to the Communications. You are prohibited from posting or transmitting to or from this Site any unlawful, threatening, libelous, defamatory, obscene, pornographic, or other material that would violate any law.

   With respect to these Communications, you grant eCoupons and its affiliates a nonexclusive, royalty-free, perpetual, irrevocable, and fully sublicensable right to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, and display such content throughout the world in any media. You grant eCoupons and its affiliates and sublicensees the right to use the name that you submit in connection with such content, if they choose. You represent and warrant that you own or otherwise control all of the rights to the content that you post; that the content is accurate; that use of the content you supply does not violate our site's policies and will not cause injury to any person or entity; and that you will indemnify eCoupons or its affiliates for all claims resulting from content you supply. eCoupons has the right but not the obligation to monitor and edit or remove any activity or content. eCoupons takes no responsibility and assumes no liability for any content posted by you or any third party.

7. User Chat Rooms:

   eCoupons may, but is not obligated to, monitor or review any areas on the Site where users transmit or post Communications or communicate solely with each other, including but not limited to chat rooms, bulletin boards or other user forums, and the content of any such Communications. eCoupons, however, will have no liability related to the content of any such Communications, whether or not arising under the laws of copyright, libel, privacy, obscenity, or otherwise.

8. Linking:

   Links to the Site. You are granted a limited, nonexclusive right to create a hypertext link to the home page of the Site provided such link does not portray eCoupons or any of its products and services in a false, misleading, derogatory or otherwise defamatory manner. You may not use an eCoupons or eCoupons logo or other proprietary graphic or trademark of eCoupons to link to this Site without the express written permission of eCoupons. This limited right may be revoked at any time.

   Third-Party Links. eCoupons links to Clients and to other Merchant sites where we have no relationship. eCoupons makes no claim or representation regarding, and accepts no responsibility for, the quality, content, nature or reliability of third-party Web sites or services accessible by hyperlink from this Site, or third-party Web sites linking to this Site. Such linked Web sites are not under the control of eCoupons and eCoupons is not responsible for the content of any such linked Web site or any link contained in a linked Web site, or any review, changes or updates to such Web sites. When leaving eCoupons, you should be aware that eCoupons' terms and policies no longer govern, and, therefore, you should review the applicable terms and policies, including privacy and data gathering practices, of that Web site.

9. Your Account:

   To become a member of eCoupons, you will need to signup and create an account. By signing up, you agree that the information provided is accurate and you agree to eCoupons' Terms of Use and Privacy Policy. When your account is confirmed, you will be provided with a username and password whereupon you will be able to access member features of eCoupons. To use member features on the Site, you must have cookies and javascript enabled. eCoupons recommends using Netscape 4.x or higher, Internet Explorer 4.x or higher. Failure to have cookies and javascript enabled may result in certain features not to work and transactions not to be tracked. eCoupons use of cookies and sessions are explained in the Privacy Policy.

   If you use any part of the Site that requires a user name or password, you will be responsible for maintaining the confidentiality of that user name and password and for restricting access to your computer, and you agree to accept responsibility for all activities that occur under your account or password. In the event the confidentiality of your account or password are compromised in any manner, you should notify eCoupons immediately. eCoupons reserves the right to take any and all action, as it deems necessary or reasonable, to ensure the security of the Site and your account, including without limitation terminating your account, changing your password or requesting additional information to authorize transactions on your account. Notwithstanding the above, eCoupons may rely on the authority of anyone accessing your account or using your password and in no event and under no circumstances shall eCoupons be held liable to you for any liabilities or damages resulting from or arising out of

   1. any action or inaction of eCoupons under this provision,
   2. any compromise of the confidentiality of your account or password and
   3. any unauthorized access to your account or use of your password. Any unauthorized use of this Site will terminate the permission or license granted herein and may violate applicable law including copyright laws, trademark laws (including trade dress), and communications regulations and statutes. All violators will be prosecuted to the fullest extent of the law.

10. Payment and Taxes:

    eCoupons has agreements with Clients where we offer cash back for qualified purchases. eCoupons relies on accurate and timely Client and Affiliate Network data to qualify your purchases. eCoupons will not be liable for inaccurate information provided by Clients and Affiliate Networks. eCoupons reserves the right to correct any inaccurate Client and Affiliate Network data at any time.

    Your account will contain qualified transactions reported to us by Clients and the Affiliate Networks. If you purchased an item or items that are not reported, you will need to fill out a Customer Service Request with the appropriate information. eCoupons will investigate with the Client and will inform you of a resolution.

    eCoupons pays members via Check or PayPal 60-90 days after the order has been shipped.

    eCoupons relies on its Clients to provide timely payments to us so we can pay you. If a Client has not paid us, eCoupons reserves the right to extend payment for the transactions of that Client. Clients may refuse payment or file for bankruptcy before payment to us. eCoupons will attempt to collect payment to the fullest extent of the law. If eCoupons is unable to collect payment, we reserve the right to reverse payment for the transactions of that Client. This will be reflected in your Account. In addition, if items are returned or cancelled, those items will be not eligible for cash back. This will also be reflected in your account. eCoupons will notify you of any delay in payment.

11. Applicable Laws:

    This Site is administered by eCoupons from its offices in New Jersey. eCoupons makes no representation that materials at this Site are appropriate or available for use outside the United States, and access to them from territories where their contents are illegal is prohibited. You may not use or export or re-export the materials at this Site or any copy or adaptation in violation of any applicable laws or regulations including without limitation U.S. export laws and regulations. If you choose to access this Site from outside the United States, you do so on your own initiative and are responsible for compliance with applicable local laws. This Agreement will be governed by and construed in accordance with the laws of New Jersey, without giving effect to any principles of conflicts of laws. Any cause of action by you with respect to the Site (and/or information, documents and other materials contained therein) must be instituted within one (1) year after the cause of action arose or be forever waived and barred. All actions shall be subject to the limitations set forth under "Disclaimer" above. The language in this Agreement shall be interpreted as to its fair meaning and not strictly for or against you or us. You expressly submit to the exclusive personal jurisdiction and venue of Hudson County and the United States District Court for New Jersey with respect to all matters relating to this Agreement or your use of the Site, and consent to extra-territorial service of process in connection therewith. Should any part of this Agreement be held invalid or unenforceable, that portion shall be construed consistent with applicable law and the remaining portions shall remain in full force and effect. To the extent that anything in or associated with the Site is in conflict or inconsistent with this Agreement, this Agreement shall take precedence. Our failure to enforce any provision of this Agreement shall not be deemed a waiver of such provision nor of the right to enforce such provision.

12. Copyright Complaints:

    eCoupons respects the intellectual pr