SITE TERMS AND CONDITIONS OF USE

1. User's Acknowledgment and Acceptance of Terms


Coupons in Demand, LLC (referred to as "CID," "us" or "we") provides the WWW.COUPONSINDEMAND.COM Site and various related services (together referred to as this "Site") subject to your compliance with all the terms, conditions, and notices contained or referenced herein (the "Terms of Use"), as well as any other written agreement between us or you or your company. In addition, when using particular services or materials on this Site, users shall be subject to any posted guidelines or rules applicable to such services or materials that may contain terms and conditions in addition to those in these Terms of Use. All such guidelines or rules are hereby incorporated by reference into these Terms of Use.

BY USING THIS SITE AND OR REGISTERING WITH THIS SITE, YOU AGREE TO BE BOUND BY THESE TERMS OF USE. IF YOU DO NOT WISH TO BE BOUND BY THESE TERMS OF USE, PLEASE EXIT THE SITE NOW. YOUR EXCLUSIVE REMEDY FOR DISSATISFACTION WITH THIS SITE, OR ANY PRODUCTS, SERVICES, CONTENT, OR OTHER INFORMATION AVAILABLE ON OR THROUGH THIS SITE, IS TO STOP USING THE SITE AND/OR THOSE PARTICULAR PRODUCTS OR SERVICES. YOUR AGREEMENT WITH US REGARDING COMPLIANCE WITH THESE TERMS OF USE BECOMES EFFECTIVE IMMEDIATELY UPON COMMENCEMENT OF YOUR USE OF THIS SITE.

These Terms of Use are effective as of May 10, 2011. We reserve the right to change these Terms of Use from time to time without notice to you. You acknowledge and agree that it is your responsibility to review this Site and these Terms of Use periodically and to be aware of any modifications. WHILE OUR SITE IS OPERATING as a BETA WEBSITE, IT IS POSSIBLE THAT SOME INFORMATION OR DATA COULD BE LOST DURING ANY SITE MAINTENANCE OR SITE MODIFICATIONS THAT ARE TO BE PERFORMED. Your continued use of this Site after such modifications will constitute your acknowledgment of the modified Terms of Use and agreement to abide and be bound by the modified Terms of Use.

As used in these Terms of Use, references to our "Affiliates" include our owners, subsidiaries, affiliated companies, officers, directors, suppliers, partners, sponsors, and advertisers, and includes (without limitation) all parties involved in creating, producing, and/or delivering this Site and/or its contents.

2. Description of Services


We make various services available on this Site including, but not limited to, ENABLING users TO CREATE CUSTOM COUPONS, BAR CODES, ACCESS TO VARIOUS DISTRIBUTION OUTLETS, EMAIL SERVICES AND MANAGE ONLINE COUPON CAMPAIGNS. Fees for the various services are set out in the "Membership and Service Fees" described elsewhere in this Site. You are solely responsible for providing, at your own expense, all equipment necessary to use the services, including a computer, modem and barcode scanners; and your own Internet access (including payment of telephone or internet service fees associated with such access).

We reserve the sole right to either modify or discontinue the Site, including any features therein, at any time with or without notice to you. We shall not be liable to you or any third party should we exercise such right. Modifications may include, but are not limited to, changes to software, look-and-feel, the pricing structure, the addition of fee-based services, or changes to limitations on allowable file sizes. Any new features that augment or enhance the then-current services on this Site shall also be subject to these Terms of Use.

You understand and agree that temporary interruptions of the services available through this Site may occur as normal events. You further understand and agree that we have no control over third party networks you may access in the course of the use of this Site, and therefore, delays and disruption of other network transmissions are completely beyond our control.

You understand and agree that the services available on this Site are provided "AS IS" and that we assume no responsibility for the timeliness, deletion, mis-delivery or failure to store any user communications or personalization settings.

3. Registration Data and Privacy


In order to access some of the services on this Site, you will require a user account and password that can be obtained by completing our online registration form, which requests certain information and data ("Registration Data") and maintaining and updating your Registration Data as required. By registering, you agree that all information provided in the Registration Data is true and accurate and that you will maintain and update this information as required in order to keep it current, complete and accurate.

You also grant us the right to disclose to third parties certain Registration Data about you. The information we obtain through your use of this Site, including your Registration Data, is subject to our Privacy Policy, which is specifically incorporated by reference into these Terms of Use.

4. Payment of Fees and Refunds


If you subscribe to a service on this Site that requires payment of a fee, you agree to pay all fees associated with such service. For all charges for services on this Site, we will bill your credit card that you provide in your account information.

Unless there is an express written agreement between us specifying different payment terms, our Account Fees will be billed according to the terms listed below:
  1. Your credit card will be charged automatically monthly from the date you create your account. For example, if you create a user account in the 15th day of January, you will be charged your next monthly fee on the 15th of February. However, if you create an account on 31st day of January, your card will be charge on 1st of March.
  2. Account Fees that are more than thirty (30) days past due will bear interest from the due date until paid at the lesser of 4.75% per annum or the highest rate permitted by applicable law. In the event that we are forced to initiate collection proceedings for amounts due to us, you agree that you will be liable for all collection and other costs incurred by us including, but not limited to, reasonable attorneys' fees whether or not litigation is commenced.
  3. If you should upgrade or downgrade your subscription, your credit card will be charged, debited or credited automatically for the prorated amount of the difference between rates.
Please ensure that payments are processed and received in time to meet our requirements. Should your account or address information change, notify and update your Subscription Account no later than ten (10) days. We are not responsible for any losses or damages that you may incur due to suspension or termination of your Subscription Account.

If, for any reason, your credit card company refuses to pay the amount billed for the service, you agree that we may, at our option, suspend or terminate your subscription to the service and require you to pay the overdue amount by other means acceptable to us. We may charge a fee of $20.00 for reinstatement of suspended or terminated accounts.

5. Termination


You will be able to terminate your subscription at any time by accessing your account and billing information once your login to the Site. The termination will be effective thirty (30) days from the date the termination notice is received and all remaining invoices have been fully paid. You agree that until your subscription to the service is terminated, you will continue to accrue charges for which you remain responsible, even if you do not use the service. Additionally, should you wish to upgrade your account, such upgrades will be reflected immediately once payment is made in full. In the event legal action is necessary to collect on balances due, you agree to reimburse us for all expenses incurred to recover sums due, including attorney fees and other legal expenses.

CID has the right to terminate your Subscription Account or your use of the Site, for any reason or no reason, by delivery of a written notice to the non-terminating party via email. Once a notice of termination is delivered, your account will be closed and you must pay us any outstanding balances under the terms and conditions for Subscription Accounts that are applicable to the orders represented by such Account Fees. In no event shall we be responsible for any losses or damages that you may incur due to termination of your Subscription Account or your use of the site. Should you wish to terminate your account, you must provide login to your account and click on "Company Profile" and "Billing History" and click "Cancel Subscription". Should you have any problems cancelling your subscription please send an email to support@couponsindemand.com with your name and account information.

If your account or use is terminated due a violation of Section 8 of this Agreement, you shall not be able to receive a refund.

If your account is terminated, CID shall delete any archived data within thirty (30) days after the date of your termination. All other provisions and sections of this Agreement shall survive after termination of your use or account including without limitation, liability limitations, indemnification, intellectual property rights and warranty disclaimers.

6. Email Delivery Services


CID enables subscribers to email newsletters and coupons to their newsletter subscribers. The number of email messages and the number of Kilobytes of data that are able to be transferred in MAY BE LIMITED DEPENDING ON YOUR CID SUBSCRIPTION THAT YOU OR YOUR COMPANY HAS SELECTED. If you choose to subscribe to the email delivery service available on CID, please note that delivery prices are subject to change at any time. Payments for these services are subject to the same payment provisions located in Section 4 of this agreement.

We will not inspect or disclose the contents of private e-mail messages except with the consent of the sender or the recipient, or in the narrowly-defined situations provided under the Electronic Communications Privacy Act, or as other required by law or by court or governmental order. Further information is available in our Privacy Policy.

We may employ automated monitoring devices or techniques to protect our users from mass unsolicited mailings (also known as "spam") and/or other types of electronic communications that we deem inconsistent with our business purposes. However, such devices or techniques are not perfect, and we will not be responsible for any legitimate communication that is blocked, or for any unsolicited communication that is not blocked.

Any and all emails sent through our Site or services must comply with the Federal CAN_SPAM Act and CID's privacy policy and must comply with the provisions below:
  1. Contain non-internet contact information including with limitation, name address, and phone number of the Sender;
  2. Contain a statement of why the receipt is being sent the email message; and
  3. Contain a one-click link to unsubscribe to the service and be removed from your mailing list. These links must remain active for a thirty (30) day period after the date on which the email message was sent
Upon receiving the notice that a customer has unsubscribed to your newsletter communications, CID will automatically inactivate their email address and information. If a customer requests to unsubscribe to a service or your customer list, you shall process and correct all your email addresses and databases within fourteen (14) days after you receive such request. CID reserves the right to terminate you account should we believe that you are abusing or violating the rules located within this section.

7. Barcode Creation Service


CID provides the ability to use our tools and software to create barcodes for your coupons. Your use of this service is at your own risk and we do not monitor or correct any barcodes that are created on our Site. We are not responsible for any incorrect or invalid barcodes that you create and we strongly recommend that you review your actions. We disclaim any and all liability should you use our Site to create fraudulent barcodes and we do not endorse such activity. By creating a Subscription Account, you agree that you shall indemnify, protect, defend and hold harmless Coupons in Demand, LLC and any of its employees, officers, directors, agents or affiliates against any and all claims that should accrue directly or indirectly from your actions or inactions on our Site. Should your bar code not work properly or be invalid, we accept no liability in any form for chargebacks. CID does not monitor chargebacks or bar code generation. We simply provide a service for you to create your own barcodes. CID does not allow for creation of international barcodes and only provides the ability for user creation of US standard versions of the Interim GS1 Databar Coupon Code, GS1 Databar Expanded, UPC-A, and Barcode 3 of 9 barcodes symbologies. Although UPC-A and Barcode 3 of 9 are universal codes and could potentially be used internationally, all other barcodes produces on our site are not intended to be international codes.

8. Conduct on the Site and Bar Code Fraud


Your use of the Site is subject to all applicable laws and regulations, including Netiquette, and you are solely responsible for the contents of your communications through the Site. By posting information in or otherwise using any communications service, chat room, message board, newsgroup, software library, or other interactive service that may be available to you on or through this Site, you agree that you will not upload, share, post, or otherwise distribute or facilitate distribution of any content -- including text, communications, software, images, sounds, data, or other information -- that:
  1. Is unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another's privacy, tortious, contains explicit or graphic descriptions or accounts of sexual acts (including but not limited to sexual language of a violent or threatening nature directed at another individual or group of individuals), or otherwise violates our rules or policies;
  2. Victimizes, harasses, degrades, or intimidates an individual or group of individuals on the basis of religion, gender, sexual orientation, race, ethnicity, age, or disability;
  3. Infringes on any patent, trademark, trade secret, copyright, right of publicity, or other proprietary right of any party;
  4. Constitutes unauthorized or unsolicited advertising, junk or bulk e-mail (also known as "spamming"), chain letters, any other form of unauthorized solicitation, or any form of lottery or gambling;
  5. Contains software viruses or any other computer code, files, or programs that are designed or intended to disrupt, damage, or limit the functioning of any software, hardware, or telecommunications equipment or to damage or obtain unauthorized access to any data or other information of any third party;
  6. Impersonates any person or entity, including any of our employees or representatives;
  7. Constitutes pyramid schemes, illegal contests or multi-level campaigns; or
  8. Distributes email campaigns that contains links or displays, obscene content, gambling content, nudity, illegal software, viruses or any other content that we do not approve of and deem inappropriate.
We neither endorse nor assume any liability for the contents of any material uploaded or submitted by third party users of the Site.

Additionally, we neither endorse nor assume any liability for any barcodes that are created by using our Site. We are unable to monitor, change or correct whether you have created the correct barcode. Should you use our Site to improperly or illegally create barcodes you will indemnify, protect, defend and hold harmless CID, its affiliates, officer, directors, agents and employees and CID shall seek any and all legal and equitable remedies at law. We disclaim any and all liability that should arise from your illegal or improper use of barcodes. We generally do not pre-screen, monitor, or edit the content posted by users or other interactive services that may be available on or through this Site. However, we and our agents have the right at their sole discretion to remove any content that, in our judgment, does not comply with these Terms of Use and any other rules of user conduct for our Site, or is otherwise harmful, objectionable, or inaccurate. We are not responsible for any failure or delay in removing such content. You hereby consent to such removal and waive any claim against us arising out of such removal of content. See "User's Materials" below for a description of the procedures to be followed in the event that any party believes that content posted on this Site infringes on any patent, trademark, trade secret, copyright, right of publicity, or other proprietary right of any party.

You or your company may not use your CID Subscription Account to breach security of another account or attempt to gain unauthorized access to another network or server. Not all areas of the Site may be available to you or other authorized users of the Site. Users who violate systems or network security may incur criminal or civil liability.

You agree that we may at any time, and at our sole discretion, terminate your membership without prior notice to you for violating any of the above provisions. In addition, you acknowledge that we will cooperate fully with investigations of violations of systems or network security at other Sites, including cooperating with law enforcement authorities in investigating suspected criminal violations.

9. Barcode Chargebacks


We neither acknowledge nor assume any liability for any Chargebacks that you should experience for barcodes that you create on our Site. You, as the sole creator of your barcodes, are fully responsible for ensuring that your barcodes are accurate and capable of use. CID does not monitor or regulate barcode creation and is unable to notify our Users if their barcodes are not properly created. CID provides a wizard that can assist you with the creation of GS1 Data barcodes. CID may verify the accuracy of your GS1 prefix and the numbering sequences to ensure that you have created a possible barcode sequence

10. Coupon Printing


IT IS YOUR RESPONSIBILITY TO TAKE MEASURES TO AVOID CUSTOMER PRINTING OF DUPLICATE OR MULTIPLE COUPONS. CID SHALL NOT BE RESPONSIBLE OR LIABLE FOR ANY AND ALL CLAIMS THAT SHOULD ARISE FROM IMPROPER ACCESS AND USE OF COUPONS. AT THIS TIME, CID DOES NOT HAVE THE ABILITY TO RESTRICT UNLIMITED PRINTING OF A COUPON THAT YOU HAVE GENERATED OR CREATED WHICH YOU HAVE MADE PUBLICALLY ACCESSIBLE. WITHIN YOUR ACCOUNT SETTINGS, YOU CAN CONTROL WHICH COUPONS ARE AVAILABLE FOR PUBLIC ACCESS AND UNLIMITED PRINTING. YOU, AS A USER, UNDERSTAND THAT SELECTING A COUPON TO BE PUBLICALLY ACCESSABLE MAKES IT SUSCEPTIBLE TO UNLIMITED AND CONTINUOUS PRINTING. CID SIMPLY PROVIDES YOU WITH THE TOOLS TO GENERATE AND MANAGE YOUR COUPON CAMPAIGNS. YOU AS THE USER SHALL BE REQUIRED TO COMPLY WITH ANY AND ALL LEGAL REQUIREMENTS AND MONITOR YOUR COUPONS USAGE, PRINTING AVAILABILITY AND ACCESS.

11. URL Prefix


Our website allows you to create a specific URL address in order to publically promote your coupon campaign, for example, "<mysite>.couponsindemand.com." We do not provide or conduct any trademark, copyright or patent searches to ensure that your URL does not infringe a third-party's intellectual property rights. By using our site, you warrant and represent that you are entitled to create a URL address with the information you provide. We reserve the right to terminate your account immediately should we believe that your URL is infringing a third-party's trademark, copyright or patent rights.

12. Third Party Sites and Information


This Site may link you to other sites on the Internet or otherwise include references to information, documents, software, materials and/or services provided by other parties. These sites may contain information or material that some people may find inappropriate or offensive. These other sites and parties are not under our control, and you acknowledge that we are not responsible for the accuracy, copyright compliance, legality, decency, or any other aspect of the content of such sites, nor are we responsible for errors or omissions in any references to other parties or their products and services. The inclusion of such a link or reference is provided merely as a convenience and does not imply endorsement of, or association with, the Site or party by us, or any warranty of any kind, either express or implied.

CID does not use any of your customer lists or other customer information for any other purpose than those required for proper use of the Site and its services. Your customer lists or other customer information shall not be shared with any third parties.


13. Intellectual Property Information


Copyright (c) 2011 Coupons in Demand, LLC All Rights Reserved.

For purposes of these Terms of Use, "content" is defined as any information, communications, software, photos, video, graphics, music, sounds, and other material and services that can be viewed by users on our Site. This includes, but is in no way limited to, message boards, chat, and other original content.

By accepting these Terms of Use, you acknowledge and agree that all content presented to you on this Site is protected by copyrights, trademarks, service marks, patents or other proprietary rights and laws, and is the sole property of CID and/or its Affiliates. You are only permitted to use the content as expressly authorized by us or the specific content provider. Except for a single copy made for personal use only, you may not copy, reproduce, modify, republish, upload, post, transmit, or distribute any documents or information from this Site in any form or by any means without prior written permission from us or the specific content provider, and you are solely responsible for obtaining permission before reusing any copyrighted material that is available on this Site. Any unauthorized use of the materials appearing on this Site may violate copyright, trademark and other applicable laws and could result in criminal or civil penalties.

Neither we or our Affiliates warrant or represent that your use of materials displayed on, or obtained through, this Site will not infringe the rights of third parties. See "User's Materials" below for a description of the procedures to be followed in the event that any party believes that content posted on this Site infringes on any patent, trademark, trade secret, copyright, right of publicity, or other proprietary right of any party.

The following are trademarks or service marks of CID or its Affiliates: Coupons in Demand. All custom graphics, icons, logos and service names are registered trademarks, trademarks or service marks of CID or its Affiliates. All other trademarks or service marks are property of their respective owners. Nothing in these Terms of Use grants you any right to use any trademark, service mark, logo, and/or the name of CID or its Affiliates.

Certain ideas, software and processes incorporated into the CID service that is available on this Site may be protected by patent applications pending in the United States, and we intend to prepare and file additional patent applications in selected foreign jurisdictions.


14. Restrictions of Use


This Agreement does not grant any license to any software owned by CID or found on the Site. You shall not, indirectly or directly, reverse engineer, disassemble, decompile, deconstruct, or otherwise attempt to discover the object codes, source codes, underlying structures, algorithms, or ideas located on or through the Site or otherwise owned by CID. Additionally you shall not, indirectly or directly, reverse engineer, disassemble, decompile, deconstruct, or otherwise attempt to discover any software, data or documentation located on the Site or related to Services on the Site or otherwise owned by CID.

You shall not remove or modify any proprietary labels or notices from the software, the Site or any other Services provided by the Site or CID. You shall not modify, create derivative works, copy, translate, distribute any software, data or documentation located on the Site or owned by CID.

CID provides certain services on its Site that are intended only to be used for your internal business needs and you shall not use the Site or its service for the benefit of a third party.

15. User's Materials


Subject to our Privacy Policy, any communication or material that you transmit to this Site or to us, whether by electronic mail or other means, for any reason, will be treated as non-confidential and non-proprietary. Please do not submit confidential or proprietary information to us unless we have mutually agreed in writing otherwise.

We respect the intellectual property of others, and we ask you to do the same. If you or any user of this Site believes its copyright, trademark or other property rights have been infringed by a posting on this Site, you or the user should send notification to our Designated Agent (as identified below) immediately. To be effective, the notification must include:
  1. A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
  2. Identification of the copyrighted or trademarked work claimed to have been infringed;
  3. Information reasonably sufficient to permit us to contact the complaining party, such as address, telephone number and, if available, an electronic mail address at which the complaining party may be contacted;
  4. Identification of the material that is claimed to be infringing or to be subject to infringing activity and that is to be removed and information reasonably sufficient to permit us to locate the materials;
  5. A certified statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, agent, or the law; and
  6. A certified statement that the information in the notification is accurate and, under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringing.
Pursuant to the Digital Millennium Copyright Act, 17 U.S.C. Sec. 512(c), our Designated Email Address for Notice of claims of copyright infringement can be reached as indicated below. Service of repeat infringers of copyright or of users about whom repeat claims of copyright infringement are received will be terminated.

Designated Agent - Notice for Claimed Infringement:
fraud@couponsindemand.com

You acknowledge and agree that upon receipt of a notice of a claim of copyright or trademark infringement, we may immediately remove the identified materials from our Site without liability to you or any other party and that the claims of the complaining party and the party that originally posted the materials will be referred to the United States Copyright Office for adjudication as provided in the Digital Millennium Copyright Act.


16. Disclaimer of Warranties


ALL MATERIALS AND SERVICES ON THIS SITE ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR THE WARRANTY OF NON-INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, WE MAKE NO WARRANTY THAT (a) THE SERVICES AND MATERIALS WILL MEET YOUR REQUIREMENTS, (b) THE SERVICES AND MATERIALS WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (c) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES OR MATERIALS WILL BE EFFECTIVE, ACCURATE OR RELIABLE, OR (d) THE QUALITY OF ANY PRODUCTS, SERVICES, OR INFORMATION PURCHASED OR OBTAINED BY YOU FROM THE SITE FROM US OR OUR AFFILIATES WILL MEET YOUR EXPECTATIONS OR BE FREE FROM MISTAKES, ERRORS OR DEFECTS.

THIS SITE COULD INCLUDE TECHNICAL OR OTHER MISTAKES, INACCURACIES OR TYPOGRAPHICAL ERRORS. WE MAY MAKE CHANGES TO THE MATERIALS AND SERVICES AT THIS SITE, INCLUDING THE PRICES AND DESCRIPTIONS OF ANY PRODUCTS LISTED HEREIN, AT ANY TIME WITHOUT NOTICE. THE MATERIALS OR SERVICES AT THIS SITE MAY BE OUT OF DATE, AND WE MAKE NO COMMITMENT TO UPDATE SUCH MATERIALS OR SERVICES.

THE USE OF THE SERVICES OR THE DOWNLOADING OR OTHER ACQUISITION OF ANY MATERIALS THROUGH THIS SITE IS DONE AT YOUR OWN DISCRETION AND RISK AND WITH YOUR AGREEMENT THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM SUCH ACTIVITIES.

Through your use of the Site, you may have the opportunities to engage in commercial transactions with other users and vendors. You acknowledge that all transactions relating to any merchandise or services offered by any party, including, but not limited to the purchase terms, payment terms, warranties, guarantees, maintenance and delivery terms relating to such transactions, are agreed to solely between the seller or purchaser of such merchandise and services and you. WE MAKE NO WARRANTY REGARDING ANY TRANSACTIONS EXECUTED THROUGH, OR IN CONNECTION WITH THIS SITE, AND YOU UNDERSTAND AND AGREE THAT SUCH TRANSACTIONS ARE CONDUCTED ENTIRELY AT YOUR OWN RISK. ANY WARRANTY THAT IS PROVIDED IN CONNECTION WITH ANY PRODUCTS, SERVICES, MATERIALS, OR INFORMATION AVAILABLE ON OR THROUGH THIS SITE FROM A THIRD PARTY IS PROVIDED SOLELY BY SUCH THIRD PARTY, AND NOT BY US OR ANY OTHER OF OUR AFFILIATES.

Before purchasing products and services on or through this Site, review our Subscription Account Terms and Conditions, which are incorporated by reference into these Terms of Use.

Content available through this Site often represents the opinions and judgments of an information provider, Site user, or other person or entity not connected with CID. We do not endorse, nor are we responsible for the accuracy or reliability of, any opinion, advice, or statement made by anyone other than an authorized CID spokesperson speaking in his/her official capacity. Please refer to the specific editorial policies posted on various sections of this Site for further information, which policies are incorporated by reference into these Terms of Use.

Under no circumstances will CID or its Affiliates be liable for any loss or damages caused by your reliance on information or advice obtained through this Site. It is your responsibility to evaluate the accuracy, completeness, or usefulness of any information, opinions, advice or other content available on or through this Site.

SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

17. Limitation of Liability


Your exclusive remedy and our entire liability, if any, for any claims arising out of these Terms of Use and your use of this Site shall be limited to the amount you paid us for the services on the Site during the one (1) month period before the act giving rise to the liability.

IN NO EVENT SHALL WE OR OUR AFFILIATES BE LIABLE TO YOU OR ANY THIRD
PARTY FOR ANY SPECIAL, PUNITIVE, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES OF ANY KIND, OR ANY DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, THOSE RESULTING FROM LOSS OF USE, DATA OR PROFITS, WHETHER OR NOT WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND ON ANY THEORY OF LIABILITY, ARISING OUT OF OR IN CONNECTION WITH THE USE OF THIS SITE OR OF ANY WEB SITE REFERENCED OR LINKED TO FROM THIS SITE.

FURTHER, WE SHALL NOT BE LIABLE IN ANY WAY FOR THIRD PARTY GOODS AND SERVICES OFFERED THROUGH THIS SITE OR FOR ASSISTANCE IN CONDUCTING COMMERCIAL TRANSACTIONS THROUGH THIS SITE, INCLUDING WITHOUT LIMITATION THE PROCESSING OF ORDERS.

SOME JURISDICTIONS PROHIBIT THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

18. Indemnification


Upon a request by us, you agree to defend, protect, indemnify, and hold us and our Affiliates harmless from all liabilities, claims, and expenses, including attorney's fees, which arise from your use or misuse of this Site. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will cooperate with us in asserting any available defenses.

19. Participation in Promotions


From time to time, this Site may include advertisements offered by third parties. You may enter into correspondence with or participate in promotions of the advertisers showing their products on this Site. Any such correspondence or promotions, including the delivery of and the payment for goods and services, and any other terms, conditions, warranties or representations associated with such correspondence or promotions, are solely between you and the advertiser. We assume no liability, obligation or responsibility for any part of any such correspondence or promotion.

20. Use of Site and Storage of Material


You acknowledge that we may establish general practices and limits concerning use of the services available on our Site, including without limitation the maximum number of days that uploaded content will be retained on the Site, the maximum disk space that will be allotted or our servers on your behalf, and the maximum number of times (and the maximum duration for which) you may access the services in a given period of time. You agree that we have no responsibility or liability for the deletion or failure to store any content maintained or transmitted on or through this Site. You acknowledge that we reserve the right to log off accounts which have not paid a subscription fee that are inactive for an extended period of time. You further acknowledge that we reserve the right to change these general practices and limits at any time, in our sole discretion, with or without notice.

We provide storage space and access for material through our Site. For purposes of these Terms of Use, "material" refers to all forms of communication that we may allow, including narrative descriptions, graphics (including photographs, illustrations, images, drawings, logos), executable programs, video recordings, and audio recordings. You may not use this Site to publish material that we determine, at our sole discretion, to be unlawful, indecent, or objectionable, or which violates the restrictions described in

"Conduct on the Site and Bar Code Fraud"

above. We will not routinely monitor the contents of your subscription account. You are solely responsible for any information contained in your subscription or online account. However, if complaints are received regarding language, content, or graphics contained in your subscription or online account, we may, at our sole discretion, remove the images hosted on our servers and terminate your Web hosting service. We may also suspend the account, restrict access to it, or remove content from it if necessary or appropriate.

The accounts of our users operate on shared resources. Excessive use or abuse of these shared network resources by one user may have a negative impact on all other users. Misuse of network resources in a manner that impairs network performance, including excessive consumption of CPU time, memory, disk space, and session time, is prohibited and may result in termination of your account or limitation of your activities.

This Site is not designed or intended to be used as a disaster recovery facility or as an emergency data storage facility. Although we take reasonable precautions to preserve and protect the material you upload to the Site, you should not rely on the Site as your only storage facility. You should preserve backup copies of any digital data, information or other materials that you have uploaded. You agree not to hold us for any damage to, any deletion of or any failure to store your files, data or Registration Data.

21. Security and Password


You are solely responsible for maintaining the confidentiality of your password and account and for any and all statements made and acts or omissions that occur through the use of your password and account, including any mail sent and any charges incurred. Therefore, you must take steps to ensure that others do not gain access to your password and account. Our personnel will never ask you for your password. You may not transfer or share your account with anyone, and we reserve the right to immediately terminate your account in the event of any unauthorized transfer or sharing thereof.

22. Export Controls


Software available on or through this Site is subject to United States Export Controls. No software from this Site may be downloaded or exported (a) into (or to a resident of) Cuba, Iraq, Libya, North Korea, Iran, Syria, or any other country which the United States has embargoed goods; or (b) anyone on the United States Treasury Department's list of Specially Designated Nationals or the United States Commerce Department's Table of Deny Orders. By downloading or using the software, you represent and warrant that you are not located in, under the control of, or a national or resident of any such country or on any such list.


23. International Use


Although this Site may be accessible worldwide, we make no representation that materials on this Site are appropriate or available for use in locations outside the United States, and accessing them from territories where their contents are illegal is prohibited. Those who choose to access this Site from other locations do so on their own initiative and are responsible for compliance with local laws. Any offer for any product, service, and/or information made in connection with this Site is void where prohibited.


24. Governing Law


This Site (excluding any linked Sites) is controlled by us from our offices within the State of FLORIDA, United States of America. It can be accessed from all 50 states, as well as from other countries around the world. As each of these places has laws that may differ from those of FLORIDA, by accessing this Site both of us agree that the statutes and laws of the State of FLORIDA, without regard to the conflicts of laws principles thereof and the United Nations Convention on the International Sales of Goods, will apply to all matters relating to the use of this Site and the purchase of products and services available through this Site.


25. Notices


All notices to a party shall be in writing and shall be made either via e-mail or conventional mail. Notices to us must be sent via email to the attention of Customer Service at support@couponsindemand.com or via certified mail return receipt to 12773 Copper Springs Road, Jacksonville, Florida 32246. Notices to you may be sent either to the e-mail address supplied for your account or to the address supplied by you as part of your Registration Data. In addition, we may broadcast notices or messages through the Site to inform you of changes to the Site or other matters of importance, and such broadcasts shall constitute notice to you.

Any notices or communication under these Terms of Use will be deemed delivered to the party receiving such communication (a) on the delivery date if delivered personally to the party; (b) two business days after deposit with a commercial overnight carrier, with written verification of receipt; (c) five business days after the mailing date, if sent by US mail, return receipt requested; (d) on the delivery date if transmitted by confirmed facsimile; or (e) on the delivery date if transmitted by confirmed e-mail.


26. Entire Agreement


These terms and conditions constitute the entire agreement and understanding between us concerning the subject matter hereof and supersedes all prior agreements and understandings of the parties with respect thereto. These Terms of Use may NOT be altered, supplemented, or
amended by the use of any other document(s). Any attempt to alter, supplement or amend this document or to enter an order for products or services which are subject to additional or altered terms and conditions shall be null and void, unless otherwise agreed to in a written agreement signed by you and us. To the extent that anything in or associated with this Site is in conflict or inconsistent with these Terms of Use, these Terms of Use shall take precedence.


27. Miscellaneous


In any action to enforce these Terms of Use, the prevailing party will be entitled to costs and attorneys' fees. Any cause of action brought by you against us or our Affiliates must be instituted with one year after the cause of action arises or be deemed forever waived and barred.

You may not assign your rights and obligations under these Terms of Use to any party, and any purported attempt to do so shall be null and void. We may freely assign our rights and obligations under these Terms of Use.

You agree not to sell, resell, reproduce, duplicate, copy or use for any commercial purposes any portion of this Site, or use of or access to this Site.

In addition to any excuse provided by applicable law, we shall be excused from liability for non-delivery or delay in delivery of products and services available through our Site arising from any event beyond our reasonable control, whether or not foreseeable by either party, including but not limited to, labor disturbance, war, fire, accident, adverse weather, inability to secure transportation, governmental act or regulation, and other causes or events beyond our reasonable control, whether or not similar to those which are enumerated above.

If any part of these Terms of Use is held invalid or unenforceable, that portion shall be construed in a manner consistent with applicable law to reflect, as nearly as possible, the original intentions of the parties, and the remaining portions shall remain in full force and effect.

Any failure by us to enforce or exercise any provision of these Terms of Use or related rights shall not constitute a waiver of that right or provision.


28. Contact Information


Except as explicitly noted on this Site, the services available through this Site are offered by CID, a Florida limited liability company, located at 12773 Cooper Springs Road, Jacksonville, FL 32246. Our telephone number is 1-888-443-2246. If you notice that any user is violating these Terms of Use, please contact us immediately at 1-888-443-2246.


29. System Requirements


In order to properly use www.couponsindemand.com, you must enable your Java script and have a supported browser. The following browsers are supported: Internet Explorer 8+, Firefox 4+, Safari4+, Google Chrome. Your experience may or may not vary should you use any other browsers. Additionally, you must comply with the minimum screen resolution of 1024 x 768. Your font settings for your browsers must remain the browsers default font setting. If you are currently viewing your browser with a larger or smaller font than the default settings, your coupon generation will be negatively affected.