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EdTech Networks, Inc. Member Agreement

The Member Agreement contains details about the relationship between you and EdTech Networks, Inc. (“EdNets”) relating to communication with schools (the “EdNets Service”) and participation in the OurKidsWin! school fundraising program (“OKW”). The EdNets Service and OKW may be referred to collectively as the “Service”. You have to accept the terms of the Member Agreement in order to become an EdNets User or Member. By enrolling as a User or Member, you agree to these terms and conditions and that your use of this site and your participation in the EdNets Service and OurKidsWin! is subject to this Member Agreement.

By enrolling in the Service, you acknowledge that you have read and understood this Member Agreement and that you agree to be bound by all of its terms. If you do not agree to all of the terms of this Agreement, then do not click the “Next” button to finish enrolling.

You also acknowledge that you understand that you are establishing a Profile with EdNets for the purposes described in this Agreement and that you have had an opportunity to review the EdNets Privacy Policy or that it has been made available to you.

This Agreement constitutes a legally binding agreement between EdTech Networks, Inc., a Delaware corporation (“EdNets”), and each individual who registers with EdNets as a User or Member, as described below (the “Service”), by completing the registration form on the EdNets website (“you” or the “Member”). As used in this Agreement, the terms “we” and “us” refer to EdNets.

Membership

1. Definitions.

   1. User. A “User” is an individual who has registered with EdNets for purposes of school communication, but who has not registered a credit, debit or loyalty cards to participate in OKW.

   2. Member. A “Member” is a User who has also registered one or more credit, debit or loyalty cards to participate in OKW.

   3. School Website. A “School Website” is a website hosted by EdNets which is licensed to a school or school district for use in school communication.

   4. EdNets Website. “EdNets Website” means www.ednets.com.

   5. OKW Website. “OKW Website” means www.ourkidswin.com.

   6. Websites. “Websites” refers collectively or individually to the School, EdNets and/or OurKidsWin Websites.

2. Registration. You represent that you are a person of at least 16 years of age and are a legal resident of the United States or its territories. You agree that it is your responsibility to keep your Member information current, complete and accurate by periodically updating your information in the Profile section of the EdNets website.

3. License. Subject to this Agreement, EdNets hereby grants you a non-exclusive, non-transferable license (without the right to sublicense) for so long as you participate in the EdNets Service and adhere to this Agreement, to access, participate in and use the Service. You agree that you obtain no rights other than the rights and licenses expressly granted in this Agreement.

4. Fees. EdNets does not charge any membership fee. Some of the businesses that will participate in the Service by rebating a portion of Members’ purchases at or with those businesses (each a “Contributing Company”) may charge fees with respect to some of their offers related to the Service. Any such fees will be disclosed in the description of those Contributing Companies’ offers, and each Contributing Company reserves the right to change such fees or institute new or additional fees in the future.

5. Policies. You agree to comply with this Agreement, and all other policies and rules as set forth in Service materials, including materials of Contributing Companies, either in print or on the EdNets or OurKidsWin! websites (collectively, the “Policies”). The Policies, including any amendments which may be made from time to time, are hereby incorporated by reference into this Agreement. EdNets may modify this Agreement or the Policies at any time. This Agreement and the Policies as so amended will be posted on the EdNets website, and your continued use of the Service thereafter will constitute acceptance of any such amendment.

User and Member Obligations

6. No Unauthorized Use of the Service. You agree that you will not, and will not permit others to:

   1. provide any unauthorized third party with access to the Service or any information, data, text, links, images, software, chat, communications and other content available through the Internet and proprietary to EdNets (collectively, “Content”) by any means;

   2. modify, reverse engineer, reverse assemble or decompile any of the software applications used by you in connection with your participation in the Service;

   3. engage in any activity that does not comply with U.S. law or other applicable law and regulations or otherwise engage in any illegal, manipulative or misleading activity through the use of the Service;

   4. introduce into the Service any code intended to disrupt the Service, alter or delete its Content, access confidential Content on the EdNets website or interfere with the operation of the Service, including, but not limited to, distribution of unsolicited advertising or mail messages and propagation of computer worms and viruses;

   5. post any material in any form whatsoever on the EdNets, school or OKW websites or within the Service that is defamatory, obscene or otherwise unlawful or violates any third party’s right of privacy or publicity; or

   6. infringe any third party’s patent, copyright, service mark, trademark or other intellectual property right of any kind or misappropriate the trade secrets of any third party in connection with your use of the Service.

7. Security. You will maintain the confidentiality of the user IDs and passwords by which you access the Service, and will allow access to the Service only by authorized persons, and not by any program, expert system, electronic agent, “bot” or other automated means. Any use of your assigned user IDs or passwords will be deemed to be your use. If there is a breach of security through your account, you agree to immediately change your password and notify us of such breach. You agree that, unless you have first notified us immediately of any such breach, we should assume that any instruction transmitted using your user ID and password is yours and has been authorized by you, and we will have no obligation to inquire into the propriety of such instruction. You will not permit any use of the Service that would damage, interfere with or unreasonably overload the Service. You acknowledge that EdNets will not contact you to solicit your user ID or password.

8. Discontinuation or Suspension of Use. We may, in our sole discretion, at any time and without prior notice:

   1. discontinue transmitting all or any part of the Content related to the Service;

   2. change, discontinue or limit access to the Service or any functionality, feature or other component of the Service; or

   3. if we reasonably believe you have breached this Agreement, suspend or terminate your use of or access to the Service upon giving you notice of such suspension or termination, or in our sole discretion, notify the affected school/school district for a determination of continued access to the Service.

Contributing Company Contributions and Payment of Contributions

9. Contributions. Subject to this Agreement, EdNets will use reasonable efforts to recover cash rebates and other payments denominated in U.S. dollars (each a “Contribution”) on all purchases made at, from, or with Contributing Companies, or upon redemption of points or other awards of certain Contributing Companies as applicable, in the amounts or percentages set by those Contributing Companies and subject to those Contributing Companies’ terms (collectively, the “Qualifying Purchases”). Some of your Qualifying Purchases may be made at grocery stores and other retailers that are not Contributing Companies (referred to as “Pass-Through Retailers”), but that have agreed to provide us with information about your purchases so that Contributing Companies whose products are sold by those Pass-Through Retailers can provide Contributions on your Qualifying Purchases at such Pass-Through Retailers. Pass-Through Retailers shall not be responsible for the refusal of any Contributing Company to pay Contributions in accordance with the terms of that Contributing Company’s offer.

10. Directory of Contributing Companies. Solely as a convenience, we may provide a promotional page or other description on the EdNets and OKW websites of each Contributing Company’s terms of partipation. Contributing Companies may impose conditions or restrictions different from, or in addition to, those described on such promotional pages or in such descriptions. We are not responsible for setting or maintaining the amount of the Contributions offered by any Contributing Company or for requirements of any Contributing Company’s program or offer. Each Contributing Company has reserved the right to change at any time, and without notice, the amount or percentage of any Contributions it offers as well as the terms and conditions of any Qualifying Purchase. Your continued use of the Service thereafter will constitute acceptance of such terms and conditions. We do not represent or warrant that any particular Contributing Company or Pass-Through Retailer will participate in the Service at the time you join the Service or at any time thereafter. For the purposes of this Agreement, a purchase is a “Qualifying Purchase” once all conditions in a Contributing Company’s offer with respect to that purchase, including any waiting periods, have been satisfied.

11. Crediting and Reporting of Contributions. Contributions realized through your Qualifying Purchases will be posted to the benefit of the school or school district selected by you, through ultimate payment to either the school/school district, or an education foundation established for the benefit of the school or school district. EdNets may make, but is not required to make, available to you through your Profile, a summary of your Qualifying Purchases. Generally, Contributions will be posted to your summary within thirty (30) days of notice from a Contributing Company to EdNets of your relevant transaction or your election to convert or redeem existing miles or awards from a Contributing Company’s eligible awards program. However, we will not be liable for damages resulting from any failure to post Contributions in a timely manner. You acknowledge and accept that you are solely responsible for checking your summary regularly to verify that Contributions have been properly posted. If you believe that a Contribution has not been properly posted to your summary, then you must inform EdNets within one year of the qualified transaction for which you are claiming that a Contribution should have been posted and must be able to provide proof of such transaction acceptable to EdNets. EdNets reserves the right, however, to determine, in its sole and absolute discretion, whether a Contribution should have been posted to your summary. You acknowledge that any such determination by EdNets will be final and binding.

12. No Responsibility for Contributing Companies. You agree that EdNets is not an agent of any Contributing Company and that Contributing Companies operate independently of, and are not under the control of, EdNets with respect to the Service or otherwise. Accordingly, we do not represent or warrant, or give any assurances, that any Contributing Company will provide a Contribution for any particular transaction even where such transaction would appear to qualify for such Contribution under either EdNets or Contributing Company statements. We are not responsible for the failure of any Contributing Company to pay Contributions in accordance with the terms of that Contributing Company’s offer. Further, your participation in offers or promotions of, or correspondence with, any Contributing Company is solely between you and that Contributing Company. We do not assume any liability, obligation or responsibility for any part of any such correspondence, offer or promotion, including without limitation the withdrawal or modification of any such offer or promotion. Also, no Contributing Company assumes any liability, obligation or responsibility for our conduct with respect to the Service.

13. On-Line Affiliates. In the case of certain online Contributing Companies (“Online Affiliates”), the Online Affiliates have agreed to pay EdNets, or its agents, certain affiliate or referral fees when Members purchase goods or services from such Online Affiliates through the EdNets, OKW or School websites. EdNets agrees to deposit upon receipt all or a portion of such affiliate or referral fee (as specified on the EdNets website page for each particular Contributing Company) as a Contribution for the benefit of the school or school district designated by you. No Contribution associated with any purchase from an Online Affiliate will be earned unless and until the associated affiliate or referral fee has been paid by such Online Affiliate to EdNets. For your convenience, EdNets may post pending Contributions from Online Affiliates to your summary prior to the payment of the associated affiliate or referral fee to EdNets. EdNets reserves the right to reverse the posting of any Contribution in the event the applicable Online Affiliate does not timely pay to EdNets the associated affiliate or referral fee. EdNets reserves the right to change its offer with respect to the amount of the Contribution associated with any Online Affiliate at any time, but no such change will affect any Contributions earned prior to such change.

14. Returning and Rescinding Contributions. In our sole discretion, we may deduct Contributions from the amounts due to the school or school district designated by you, and your summary, in order to make adjustments for returns and cancellations with respect to Qualifying Purchases.

Use of Information

15. Use of Information – Users. In order to conduct the EdNets Service, EdNets will collect information about you and EdNets may use information provided by Users in accordance with the terms of the EdNets Privacy Policy.

16. Use of Information – Members. You acknowledge that in order to administer OKW, we will collect information about you, and your purchases from Contributing Companies and Pass-Through Retailers. You authorize Contributing Companies and Pass-Through Retailers and their respective agents to disclose to us any and all information with respect to your purchases from such Contributing Company. In addition, by registering any credit card, debit card, charge card, loyalty card or other unique account or identifier, you hereby authorize EdNets and its agents to collect any and all information from any credit card processor, issuing bank, other card issuer or any available source with respect to the purchases made using such credit card, debit card, charge card, loyalty card or other unique account or identifier, whether or not related to a Qualifying Purchase. You authorize us to use any such information and to disclose such information (a) to our representatives and agents, (b) to third parties, where necessary or convenient for transfer of Contributions or otherwise in connection with the Service, (c) to comply with requests, orders or subpoenas from courts of law or any regulatory, legislative or administrative bodies, and (d) otherwise in accordance with the terms of the EdNets Privacy Statement on the EdNets website. You represent that you have full authority to register each credit card, debit card, charge card, loyalty card and other unique account or identifier you register in the Service and to receive information about the transactions effected using such cards, accounts or identifiers. You authorize EdNets to disclose such cards, accounts and identifiers to affiliated and unaffiliated third parties for the purposes set forth in this paragraph, even if you never make use of the service provided by one or more of those third parties.

    You authorize EdNets, at the time you register a credit or debit card in the Service, to request authorization from the applicable credit, debit or charge card issuer for a transaction on such credit, debit or charge card in order to protect against fraud or other abuse; provided that EdNets will reverse such transaction promptly upon receipt of authorization or rejection from the credit, debit or charge card issuer. You acknowledge and agree to this procedure and acknowledge that, during the period between authorization and reversal of such transaction, certain funds (up to $25.00) from your credit or debit card account may not be available for your use. EdNets will have no liability to you for any losses or costs associated with the temporary unavailability of such funds.

Term of Agreement; Termination

17. Effective Date. This Agreement is effective when accepted by you, as described in the first paragraph of this Agreement, and will remain in effect and legally bind you and us until you or we terminate your membership in the Service.

18. Termination. You may terminate your status as a User or Member in the Service at any time in accordance with the procedures established on the EdNets website from time to time. We may terminate this Agreement without cause immediately after notice to you of such termination.

Disclaimer, Limitation of Liability and Indemnification

19. Disclaimer of Warranty. THE SERVICE IS PROVIDED ON AN "AS IS" BASIS AND WITHOUT EXPRESS OR IMPLIED WARRANTIES OF ANY KIND, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF TITLE, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. WE MAKE NO WARRANTY AS TO THE QUALITY, ACCURACY, COMPLETENESS, OR VALIDITY OF ANY MATERIALS RELATED TO THE SERVICE AND DO NOT WARRANT THAT THE FUNCTIONALITY OF SUCH SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT SUCH SERVICE OR THE SERVER(S) THAT MAKE(S) IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

20. Disclaimer of Content. THE WEBSITES AND THE SERVICE MAY CONTAIN FACTS, VIEWS, OPINIONS, STATEMENTS, OR RECOMMENDATIONS OF THIRD-PARTY INDIVIDUALS AND ORGANIZATIONS. WE DO NOT REPRESENT OR ENDORSE THE ACCURACY, CURRENTNESS, OR RELIABILITY OF ANY ADVICE, OPINION, STATEMENT, RECOMMENDATIONS, OR OTHER INFORMATION DISPLAYED, UPLOADED, OR DISTRIBUTED THROUGH THE WEBSITES. YOU ACKNOWLEDGE THAT ANY RELIANCE ON ANY SUCH OPINION, STATEMENT, RECOMMENDATIONS OR INFORMATION WILL BE AT YOUR SOLE RISK. FURTHERMORE, NEITHER EDNETS NOR AN APPLICABLE SCHOOL OR SCHOOL DISTRICT WARRANTS, GUARANTEES OR MAKES ANY REPRESENTATIONS REGARDING THE QUALITY OF, OR ACCURACY OF ADVERTISEMENTS FOR, ANY MERCHANDISE, PRODUCTS OR SERVICES OFFERED OR PROVIDED BY ITS CONTRIBUTING COMPANIES OR SUPPLIERS IN CONJUNCTION WITH THE SERVICE, AND BY REASON OF STATUS AS A CONTRIBUTING COMPANY, NEITHER EDNETS NOR THE SCHOOL OR SCHOOL DISTRICT IS ENDORSING ANY CONTRIBUTING COMPANY OR ITS PRODUCTS.

21. Exclusion of Liability. We will not be liable for any damages, including indirect or consequential, arising from:

    1. any failure to screen visitors to or administrators or the Websites, or Users or Members of the Service;

    2. acts or omissions of any visitors to or administrators or the Websites, or Users or Members of the Service;

    3. materials posted by, or of, any party other than EdNets or any use thereof;

    4. the accuracy, dependability, privacy, security, authenticity or completeness of data transmitted over or obtained using the Internet; or

    5. any failure to perform any obligation hereunder, or from any delay in the performance thereof, due to causes beyond its reasonable control, including the elements, acts of God, labor disputes, acts of terrorism, acts of civil or military authority, fires, floods, epidemics, quarantine restrictions, failure or erratic behavior of telecommunications or power system, sabotage, armed hostilities, riots or government regulation of the Internet.

    6. any failure of Contributing Companies, Pass-Through Retailers, Online Affiliates, EdNets and/or any of their respective third party agents to track your Qualified Purchases due to computer system failures or interruptions beyond the reasonable control of the tracking party. Neither EdNets, nor any Contributing Company, Pass-Through Retailer, Online Affiliate or third party tracking agent, shall be liable for the failure to recover a Contribution as a result of a computer system failure or interruption.

22. Indemnification. You agree to indemnify EdNets, any Contributing Company, Pass-Through Retailer, On-Line Affiliate and any bank having custody of Contributions realized through your Qualifying Purchases, well as their respective officers, directors, employees, successors, agents, and affiliates, from and against any and all claims, damages, losses and causes of action (including attorneys’ fees and court costs) arising out of or relating to your breach of this Agreement, or for any materials in any form whatsoever that are provided by you (or through your user ID and/or password). You agree to cooperate as fully as reasonably required in our defense and/or settlement of any claim. EdNets reserves in its reasonable discretion the right to assume exclusive control over the defense and settlement of any matter subject to indemnification by you.

23. Limitation on Liability. NONE OF EDNETS, ANY CONTRIBUTING COMPANY, PASS-THROUGH RETAILER, ON-LINE AFFILIATE OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUCCESSORS, OR AFFILIATES ARE RESPONSIBLE OR LIABLE FOR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR OTHER INDIRECT DAMAGES OR FOR LOSS OF PROFITS, LOSS OF DATA OR LOSS OF USE DAMAGES, THAT RESULT FROM THE USE OF, OR THE INABILITY TO USE, THE SERVICE, THE INFORMATION CONTAINED ON THE WEBSITES, OR (EXCEPT IN THE CASE OF THE APPLICABLE CONTRIBUTING COMPANY OR SUPPLIER) ANY MERCHANDISE, PRODUCTS OR SERVICES OFFERED BY CONTRIBUTING COMPANIES OR SUPPLIERS IN CONJUNCTION WITH THE SERVICE, EVEN IF ANY SUCH ENTITY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR THE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN SUCH STATES OR JURISDICTIONS OUR LIABILITY WILL BE LIMITED TO THE EXTENT PERMITTED BY LAW.

Miscellaneous

24. Oral and Electronic Communications.

    1. User and Member Instructions. We may rely on your oral and electronic instructions. In addition, you consent to the monitoring and recording of your telephone conversations with us for training or compliance purposes or to provide a record of your instructions. You agree that we will not be liable for honoring oral instructions received from any person claiming to be you, provided normal verification procedures have been followed. We may follow any instructions received by electronic means through the Websites just as if you had given such instructions in person, regardless of whether or not you have personally initiated such instructions.

    2. EdNets Communications. You consent to the receipt of all reports, transaction confirmations, correspondence and other information from us electronically through either (i) access to your Profile, or (ii) the e-mail address provided by you to EdNets. We will not be responsible for your inability to connect to the Internet or to access the EdNets Website or otherwise not to receive electronic communications. Electronic communications are presumed to be delivered to and received by you when sent by us, whether actually received or not. You acknowledge that you have access to hardware and software meeting the system requirements set forth on the EdNets Website necessary to receive from us correspondence and records in electronic form. You may withdraw the consent to have those records provided or made available in electronic form by mailing written notice to EdNets. Such request will be made by mailing a written request to EdNets at Building 2, Suite 109, 107 Audubon Road, Wakefield, MA 01880, Attn: Customer Service. If you withdraw such consent, we reserve the right to terminate this Member Agreement.

25. Governing Law. The validity, construction and interpretation of this Agreement, and the rights and duties of the parties hereto, will be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts, excluding its conflicts of laws principles. Each party hereto agrees that all claims relating to this Agreement will be heard exclusively by a state or federal court in Massachusetts. Accordingly, each party hereby consents to the exclusive jurisdiction of any state or federal court in the Commonwealth of Massachusetts over any proceeding related to this Agreement, irrevocably waives any objection to the venue of any such court, and irrevocably waives any claim that any such proceeding in such a court has been brought in an inconvenient forum.

26. Assignment. You may not assign your rights and obligations under this Agreement, in whole or in part, without our prior written consent, and any such assignment without such consent will be null and void. EdNets may assign its rights and obligations under this Agreement, in whole or in part, without your consent. This Agreement will inure to the benefit and burden of the parties hereto and their permitted successors and assigns.

27. Notices. Any notice by one party hereto to the other will be in writing (which may include e-mail) and either personally delivered, delivered by Internet e-mail, or sent via reputable overnight courier or certified mail, postage prepaid and return receipt requested. Notices will be sent to you at the Internet e-mail address or the mailing address specified on your registration form and to EdNets at Building 2, Suite 109, 107 Audubon Road, Wakefield, MA 01880, Attn.: Customer Service, or any other address of which either party hereto may from time to time notify the other in accordance with this Section 27. All notices will be in English and will be deemed effective on the date of personal delivery, upon confirmation of e-mail transmission, upon signed receipt from an overnight courier, or five days after deposit with the U.S. Postal Service.

28. No Waiver; Severability. The waiver by either party hereto of a breach or default of any provision of this Agreement by the other party hereto will not be construed as a waiver of any succeeding breach or default of the same or any other provision, nor will any delay or omission on the part of either party hereto to exercise or avail itself of any right, power or privilege that it has, or may have hereunder, operate as a waiver of any right, power or privilege by such party. If any provision of this Agreement is held to be invalid, such invalidity shall not effect the remaining provisions.

29. Entire Agreement. This Agreement represents the entire agreement of the parties hereto with respect to the subject matter hereof, and supersedes all prior or contemporaneous agreements or representations, written or oral, concerning the subject matter hereof (including without limitation, earlier versions of this Agreement that may have been accepted by you through the EdNets website or otherwise). We reserve the right to modify this Agreement at any time. Your non-termination and continued status as a User or Member in EdNets after notice of any modification of this Agreement will constitute affirmative acceptance by you of such modification and your consent to abide by any terms thereof. You acknowledge that the most recent version of this Agreement will be located on the EdNets website under Member Agreement. No other act, document, usage or custom will be deemed to amend or modify this Agreement.