Signpost Merchant Center

1. SERVICES

1. Agreement to Provide Services. Subject to the terms and conditions of these Terms of Service, during the term of these Terms of Service, Signpost will provide to Merchant access to the Services purchased through and described on the Signpost website (the "Signpost Site") and in accordance with any applicable Service Order(s). Merchant understands and agrees that by using the on-line registration process and consenting to the terms of these Terms of Service Merchant has made a binding selection of the type of Services to be provided and all associated specifications, prices, policies and documentation related to the delivery of the Services.

2. Service Orders. Each Service Order is hereby incorporated into these Terms of Service by this reference and is subject to the terms and conditions of these Terms of Service; provided, however, that in the event of conflict with the terms contained in any Service Order, the terms contained in these Terms of Service shall control. In the event of any conflict between the terms of these Terms of Service or a Service Order and any Customer-issued order form or purchase order, the terms of these Terms of Service and the applicable Service Order shall control.

3. Vouchers. Upon acceptance of a Service Order, Merchant may (i) create, by using the Signpost Platform, an on-line coupon, voucher or similar marketing offer, deal or advertisement to market its products or services (each, a "Voucher") or (ii) access Signpost platform to deliver its own Vouchers. Vouchers may be sold either on the Signpost Site or on third- party websites with which Signpost maintains a partnership with (such site, a "Third-Party Partner Site"). A "Voucher Campaign" is the active period in which a Voucher is displayed for sale via the Signpost Site or a Third-Party Partner Site. Signpost may create Vouchers for Merchants and/or implement a Voucher Campaign as part of the Services based on Merchants' instructions and specifications. Merchant agrees to honor all Vouchers created via the Services consistent with such Vouchers' applicable terms and conditions (including expiration date). Merchant is responsible for charging customers for all applicable sales or use tax at the time the voucher is redeemed.

   Signpost retains editorial control over all content and can edit Voucher content in its discretion if it believes it will improve the performance of the Voucher Campaign. Either Signpost or Merchant may cancel a Voucher Campaign at the end of any calendar month upon 2 business day’s notice, subject, in the case of Third-Party Partner Site, any requirements for longer notice periods as noted. Merchant is responsible for honoring any Vouchers sold while the Voucher Campaign was active on the Signpost Site or a Third-Party Partner Site, including those sold during the additional period of time required in (i) above. In addition, the Voucher sold during the campaign will be deemed to valid per the expiration date on the Voucher.

   For further information on Merchant payment, please refer to the following link: https://support.signpost.com/entries/22975293-How-does-my-business-get-paid-for-vouchers-purchased-by-customers.

4. Sale or Use of Vouchers. Certain Vouchers may be purchased by End Users (End User is defined as a consumer or person that would purchase a “Voucher”) of the Signpost Sites or End Users of Third-Party Partner Sites and exchanged for goods and services from the issuing merchants or other parties identified in the terms of the offer. If the End User purchases or otherwise uses a Voucher in connection with the purchase or receipt of goods and services, End Users are cautioned to carefully read the terms and conditions of any such Vouchers, whether purchased on the Signpost Site or a Third-Party Partner Site. The End User acknowledges that Third-Party Partner Site are governed by separate terms and conditions and all other policies thereon, including policies regarding sales, returns, warranties, and privacy. The End User is cautioned to read such polices prior to the End User’s use of a Third-Party Partner Site. Signpost shall not be responsible for any inaccuracies, misrepresentations, product or service liability, or offensive, infringing, libelous or illegal materials resulting from the use of Vouchers. The applicable merchant is solely responsible for redeeming the Voucher. The End User waives and releases Signpost from any injuries, illness, damages, claims, liabilities and costs arising from or related to any act or omission of a merchant in connection with Merchant’s use of a Voucher or the services/goods provided in connection with such Voucher. By purchasing a Voucher, the End User agrees to the terms of the Voucher, including any deal specific terms advertised on the Voucher at the time of the purchase. Vouchers are not redeemable for cash, unless required by law.

5. Voucher Activation. Prior to activation Vouchers are emailed directly to Merchant using the email address Merchant has provided Signpost. Merchant will have 96 hours to: implement edits, requests edits, and request additional time before activation. Unless otherwise specified, the Voucher will be activated after the 96 business hours have elapsed. Upon activation the Voucher may be requested by Third-Party Partner Sites.

   Voucher Payment. For any Vouchers purchased by End Users of the Signpost Sites or of Third-Party Partner Sites Merchant will receive payment from Signpost. Payment is submitted by check on a monthly basis on the 15th of the month for Voucher purchases that occurred the month prior. The payment consists of the voucher sales less a marketing fee up to 20%, a 20% escrow reserve and any non-refundable set-up fees generated by the Voucher Campaign. The Escrow reserve is held for 90 days and is used to offset any potential Voucher refunds. In summary, Merchant receives at least 80% of the revenue generated less any refunds. In case Merchant’s payment is less than $10, we will add the balance due to the following month’s payment.

2. MODIFICATIONS TO THESE TERMS OF SERVICE

Merchant agrees that Signpost may modify these Terms of Service or any policy or other terms referenced in these Terms of Service including but not limited to the Privacy Policy (collectively, "Additional Policies") at any time by posting a revised version of the Terms of Service and the Additional Policies at the websites listed herein. Unless otherwise set forth in these Terms of Service, the revised terms shall be effective (a) fifteen (15) days after posting and/or notifying Merchants of the changes; or (b) upon Merchant's acceptance if Signpost provides a mechanism for Merchant’s immediate acceptance of the revised terms, such as a click-through confirmation or acceptance button. By continuing to use or receive the Services after the effective date of any revisions to these Terms of Service or any Additional Policies, Merchant agrees to be bound by the revised Terms of Service or any revised Additional Policies. It is Merchant's responsibility to check the websites listed herein regularly for changes to these Terms of Service or the Additional Policies, as applicable. If Merchant disagrees with any modifications to these Terms of Service, Merchant's sole and exclusive remedy shall be to terminate the receipt of Services in accordance with Section 12 herein.

3. LICENSE

1. Grant. Subject to the terms and conditions of these Terms of Service, Signpost grants to Merchant a non- exclusive, non-transferable license during the Term (as defined in Section 12), without the right to sublicense, to, during the Term, (i) use the software and other technology supplied by Signpost to enable Merchant to receive or access the Services (the "Signpost Platform") solely for the purposes of accessing and using the Services; and (ii) use the Documentation in connection with the Merchant's use thereof. Except for the limited licenses granted hereunder, Signpost reserves all rights not expressly granted and no such additional rights may be implied.

2. Ownership. Merchant acknowledges that (i) all right, title and interest in and to the Services, including the Signpost Platform and Documentation therein, and all patents, copyrights, trade secrets, trademarks and other proprietary rights embodied therein or associated therewith, are and shall remain with Signpost or its third party licensors; (ii) no right or interest in the Services or the Signpost Platform is conveyed other than the limited licenses granted herein; (iii) the Services and the Signpost Platform are protected by copyright and other intellectual property laws; and (iv) Signpost asserts that the Services and the Signpost Platform embody valuable confidential and secret information of Signpost or its licensors, the development of which required the expenditure of considerable time and money.

3. No Modification. Merchant agrees that Merchant shall not (i) modify or alter the Signpost Platform; (ii) create derivative works of the Signpost Platform; (iii) decompile, disassemble, decode or reverse engineer the Signpost Platform, translate the Signpost Platform or otherwise attempt to learn the source code, structure, algorithms or internal ideas underlying the Signpost Platform or reduce the Signpost Platform by any other means to a human perceivable form; or (iv) bypass, delete or disable any copy protection mechanisms or any security mechanisms.

4. License to Marketing Content. In connection with the Services ordered via an applicable Service Order, Merchant grants Signpost and Third-Party Partner Site a non-exclusive, transferable, royalty-free license during the Term to use Merchant’s trademarks, trade names, service marks, slogans, logos, other trade-identifying symbols and all other marketing or promotional content provided by Merchant to Signpost (" Marketing Content") in connection with the advertising, promotion and sale of Merchant’s business, including on or in connection with the display or promotion of Vouchers, and to sublicense such Marketing Content to third parties in connection with the provision of such Services. Merchant acknowledges that Vouchers posted on Third-Party Partner Site may not carry the Signpost trademark or branding. Merchant further acknowledges and agree that Signpost or its sublicensees may modify Merchant’s Marketing Content in order to effectively provide the Services ordered, including if Signpost believes, in its reasonable discretion, that such modifications shall improve Merchant’s marketing and promotional objectives, provided that none of such modifications shall materially alter the terms of any Voucher without Merchant’s prior written consent.

5. Certain Other Obligations. Merchant agrees that Merchant (i) shall not sell, transfer, lend, provide or otherwise make available, or disclose to third parties, the Services or any components thereof; (ii) shall not obscure, alter or remove any notice of any copyright, trademark, trade name, service mark, logo, or other intellectual property or proprietary right designation appearing on or contained within the Services, the Signpost Platform, the Documentation or on any other Signpost materials; and (iii) shall take all reasonable precautions to prevent unauthorized or improper use of the Services.

6. Non-Assertion. During and after the term of these Terms of Service, Merchant will not assert, nor will Merchant authorize, assist, or encourage any third party to assert, against Signpost or any of its customers, end users, vendors, business partners (including third party sellers on websites operated by or on behalf of us), licensors, sublicenses or transferees, any patent infringement or other intellectual property infringement claim with respect to the Signpost Platform or the Services.

7. Feedback and Comments. In the event Merchant elects, in connection with any of the Services, to communicate to Signpost suggestions for improvements to the Services ("Feedback"), Signpost shall be entitled to use the Feedback without restriction, even if Merchant has designated the Feedback as confidential. Merchant hereby grants to Signpost a royalty-free, sublicensable, transferable, perpetual, irrevocable license in and to the Feedback to use in any manner related to the operation of its business. In addition, Signpost hereby disclaims any and all liability for any comments, drawings, depictions, audio clips or other content made available on the Signpost Site by Merchants of the Signpost Site generally ("Comments"). Further Signpost (i) shall have a royalty-free, sublicensable, transferable, perpetual, irrevocable license in and to such Comments to use in any manner related to the operation of its business, and (ii) reserves the right to remove any such Content from the Signpost Site immediately in its sole discretion.

4. FEES AND BILLING

1. Service Fees. In consideration for the provision of Services to Merchant, Merchant will pay to Signpost all Services fees ("Fees") due according to the Service Order. Charges are exclusive of all applicable taxes, which may be billed to Merchant in addition to the Fees. Signpost will provide Merchant fifteen (15) days advance notice for any increase in fees or addition of new fees for any existing Services. Such notice and its effective date will be posted on the Signpost Site here. Merchant agrees that it is responsible for checking the Signpost Site regularly to confirm whether there are any new fees and their effective date.

2. Billing, Invoicing and Payment Terms. Signpost will charge Merchant's credit card provided in the Service Order the Fees for the Services rendered in each billing period on or after the first day of such billing period. All billing disputes must be emailed to [billing@signpost.com] within fifteen (15) days of delivery of the billing statement, and disputes not made within that time are waived by Merchant. Late payments resulting from credit card declines that the Merchant have attempted to follow up on hereunder will accrue interest at a rate of one and one-half percent (1 1/2 %) per month, or the highest rate allowed by applicable law, whichever is lower. Signpost reserves the right to have Merchant complete a credit application to determine Merchant's creditworthiness as a condition of receiving further Services. If Signpost must initiate a collections process to recover Fees due and payable hereunder, then Merchant shall pay all costs associated with such collections efforts. In the event Signpost delivers to Merchant an invoice for any Fees or interest payments owed hereunder, such invoiced amounts shall be due within fifteen (15) days of the date of such invoice.

   Past due balances or other monies owed by the merchant will be deducted from amounts to be paid to merchants.

3. Payment due to the Merchant. Payment terms governing the sale of Vouchers are described https://support.signpost.com/entries/22975293-How-does-my-business-get-paid-for-vouchers-purchased-by-customers in our support documentation, unless Merchant has a separate written agreement with Signpost which specifically modifies the terms of payment for a particular Program or Merchant or Voucher.

5. USE OF THE SERVICE

1. Communications. Merchant is responsible for obtaining and maintaining all of the appliances, hardware, software and services that Merchant may need to access and use the Services. Without limiting the foregoing, Merchant must obtain and maintain, and pay all charges, taxes and other costs and fees related to, Internet access, telephone, computer, and other equipment, and any communications or other charges incurred by Merchant to access and use the Services.

2. Passwords. Merchant is responsible for protecting and safeguarding any keys, certificates, passwords, access codes, Merchant IDs or other credentials and login information (collectively, " Passwords") that have been provided to Merchant or that are generated in connection with Merchantr use of the Services. Merchant will not disclose or make available any Passwords other than to Merchantr authorized employees and shall use all commercially reasonable efforts to prevent unauthorized access to, or use of, the Passwords or the Services. Merchant is fully responsible for all activities that occur in connection with Merchant’s Passwords. Without limiting the foregoing, Merchant is responsible for all charges applicable to data and information transmitted to and stored under Merchant’s account on the Services.

3. Downtime. Merchant acknowledges that Merchant’s access to and use of the Services may be suspended for the duration of any scheduled or unscheduled downtime or unavailability of any portion or all of the Services for any reason, including as a result of power outages, system failures or other interruptions, or any other acts, omissions or failures on the part of Signpost.

4. Suspension, Limitation or Termination. Signpost shall be entitled, without liability to Merchant, to immediately suspend, terminate or limit Merchant’s access to the Services at any time in the event (i) that Signpost determines that the Services is being used in violation of applicable federal, state or local law or ordinance, these Terms of Service, or any agreement applicable to the Services; (ii) that Signpost determines that the Services are being used in an unauthorized or fraudulent manner; (iii) that Signpost determines that the use of the Services adversely affects Signpost's equipment or service to others; (iv) Signpost is prohibited by an order of a court or other governmental agency from providing the Services; (v) of a denial of service attack or any other event which Signpost determines, in its sole discretion, may create a risk to the Services or to any other customers if the Services were not suspended; or (vi) of a security incident or other disaster that impacts the Services or the security of User Data and Customer Data. In addition, Signpost shall have the right to immediately deny or suspend access to the Signpost Platform or Services in the event Signpost is not paid any amount due in connection with the Services or Merchant breach these Terms of Service. Without limiting the generality of Section 5, Signpost shall have no liability for any damages, liabilities or losses as a result of any suspension, limitation or termination of Merchant‘s right to use the Services in accordance with these Terms of Service.

5. Prohibited Activities. Merchant may not use the Services (i) in violation of these Terms of Service, including usage that exceeds storage volume limits or other parameters and restrictions described on the applicable Service Order or on the Signpost Site; (ii) to infringe on, violate, dilute or misappropriate the intellectual property rights of any third party or any rights of publicity or privacy; (iii) to violate any law, statute, ordinance or regulation (including but not limited to the laws and regulations governing export/import control (including the Export Administration Regulations, the International Traffic in Arms Regulations, and country-specific economic sanctions programs implemented by the Office of Foreign Assets Control), unfair competition, anti-discrimination and/or false advertising); (iv) to store defamatory, trade libelous, unlawfully threatening, or unlawfully harassing data; (v) to store obscene, pornographic or indecent data in violation of applicable law; or (vi) to introduce or propagate any unauthorized data, malware, viruses, worms, Trojan horses, spyware, worms, other malicious or harmful code. Merchant may not use the Signpost Platform or Services in any application that may involve risks of death, personal injury, property damage or environmental damage. Merchant may not interfere with or attempt to interfere with or disrupt the integrity, security, functionality or proper working of the Services or the Signpost Platform. Merchant may not attempt to discover or use any license keys, access codes or similar information provided from time to time to Signpost. Merchant may not attempt to discover, access, read, alter, destroy, or damage any programs, data or other information stored on or in connection with the Signpost Platform or Services by any other party. Merchant may access the Services only through the interfaces and protocols provided or authorized by Signpost. Merchant may not access the Signpost Platform or Services through unauthorized means, such as unlicensed software clients. Merchant may not compile or use the Signpost provided materials or any other information obtained through the Services or the Signpost Platform for the purpose of direct marketing, spamming, unsolicited contacting of sellers or customers, or other impermissible advertising, marketing or other activities, including, without limitation, any activities that violate anti-spamming laws and regulations.

6. Changes to the Services. Signpost has the right to change, modify, update, add to, discontinue or retire the Services and any aspect or feature thereof, including but not limited to, hours of availability, equipment needed for access or use, and the type of files that can be stored. Signpost will provide notice of material changes to the Signpost Platform or Services by posting them here. It is Merchant’s responsibility to check the Signpost Site periodically to inform Merchant of any changes.

6. DATA

1. Data. As used herein, the term "Data" shall refer collectively to both Merchant Data (as defined below) and Customer Data (as defined below).

2. Merchant Data. Merchant warrants that Merchant is the owner or legal custodian of, or otherwise have the right to provide to Signpost, all programs, data, information and other content transmitted via the Signpost Platform and hosted through the Services, including, without limitation, the Marketing Content (the "User Data") and have the full authority to transmit and store the User Data through the Services. Merchant hereby authorizes the storage of such User Data by Signpost through the Services that Merchant elect to transmit via the Signpost Platform. Merchant acknowledges that Merchant bears sole responsibility for adequate security, protection and backup of Merchant’s User Data on Merchant’s equipment. Merchant understand that the Services may store and backup files that are no longer usable due to corruption from viruses, software malfunctions and other causes, which might result in Merchant restoring files that are no longer usable. Without limiting the generality of Section 5, Signpost will have no liability to Merchant for any unauthorized access to, or use, alteration, corruption, deletion, destruction or loss of any of Merchant’s User Data.

3. Customer Data. In connection with Signpost's performance of the Services, Signpost may collect online data from Merchant regarding Merchant’s customers and the purchase of the Vouchers (the "Customer Data"). Further, Merchant acknowledges that such Customer Data may constitute Personal Data (as defined below). Signpost will not use such Customer Data for any purpose other than to provide the Services to Merchant or as otherwise directed by Merchant in accordance with applicable laws.

4. Signpost's use of Personal Data. As used herein, the term "Personal Data" means any Data (whether Customer Data or Merchant Data) or personal information that is identifiable to specific individuals. Merchant acknowledges that the Services may be used to process information that may be regulated by privacy or data protection laws. Merchant hereby instructs Signpost to take such steps in the processing of Personal Data as are reasonably necessary to the performance of Signpost's obligations under these Terms of Service, and agree that such instructions constitute Merchant’s full and complete instructions as to the means by which Personal Data shall be processed by Signpost. To the extent that any privacy or data protection laws impose an obligation upon Signpost to comply with an individual's request for access to or correction of their Personal Data, Merchant agrees that Merchant shall satisfy such obligations. Signpost agrees that it shall forward any such individual requests that it receives to Merchant and shall reasonably assist Merchant, at Merchant’s request and expense, to satisfy such obligations. Merchant agrees that it may be necessary for Signpost to access Merchant’s data to respond to Merchant’s request for assistance with any technical problems and/or queries, and all such access will be logged by the Services. Merchant shall hold Signpost, its subcontractors, suppliers and licensors harmless from any and all data protection claims relating to such access. Signpost agrees that it shall: (i) not use Personal Data (whether Merchant Data or Customer Data) except for the purposes of delivering the Services contemplated by these Terms of Service and in accordance with the terms of the Privacy Policy; (ii) upon termination of these Terms of Service, remove Personal Data in accordance with Merchant’s written instructions; (iii) implement security measures reasonably designed to safeguard Personal Data against unauthorized access, loss, destruction, damage or disclosure; and (iv) provide reasonable support to Merchant in complying with any legally mandated request or demand made by any court or governmental authority responsible for enforcing privacy or data protection laws. Signpost may transfer Personal Data to its successor or acquirer in a merger, acquisition or other consolidation, including without limitation the sale of all or substantially all of Signpost's stock or assets or business to which these Terms of Service apply.

5. Merchant’s Use of Personal Data. In addition to the foregoing, in connection with the sale or promotion of Merchant’s business, we may collect Personal Data that may be useful to Merchant in more effectively marketing Merchant’s business. In the event we elect to provide Merchant with such data, Merchant agrees to abide by the Privacy Policy as if Merchant were Signpost in Merchant’s treatment of such Personal Data and shall not share or sell such Personal Data to any third party or otherwise use such Personal Data except as would be authorized under the terms of the Privacy Policy.

7. WARRANTIES, REPRESENTATIONS, AGREEMENTS

1. Authority. Merchant represents and warrants that (i) Merchant has full corporate right, power and authority to enter into these Terms of Service, (ii) the execution of these Terms of Service by and the performance of its obligations and duties hereunder do not and will not violate any agreement to which Merchant is a party or by which Merchant is bound, and (iii) when executed and delivered, these Terms of Service will constitute your legal, valid and binding obligation, in accordance with its terms.

2. Compliance with Law. In connection with the subject matter of these Terms of Service, Merchant agrees to comply with all applicable United States Federal and State laws and regulations, including any State or Federal laws that govern vouchers, gift cards, coupons, and/or gift certificates.

3. Validity of Vouchers. Merchant warrants that any Voucher, upon purchase by a customer whether on the Signpost Site or a Third-Party Partner Site, shall be available for redemption by such customer. Merchant agrees to comply with the Voucher terms and conditions as set forth in a particular Voucher or any other advertising or marketing terms or offers made available to Merchant's customers or potential customers via the Services, and shall at all times honor the terms of any Voucher offered or otherwise promoted via the Services. This Section 7.3 shall remain in effect regardless of whether Merchant is currently using the Services.

4. Applications and Merchant Data. Merchant represents and warrants: (i) that Merchant is solely responsible for its Merchant Data, including without limitation, the security of such Merchant Data; (ii) that Merchant has the necessary rights and licenses, consents, permissions, waivers and releases to use the Merchant Data; (iii) that Merchant Data (a) does not violate, misappropriate or infringe any rights of Signpost or any third party, (b) does not constitute defamation, invasion of privacy or publicity, or otherwise violate any rights of any third party, and (c) is not designed for use in any illegal activity or does not promote illegal activities, including, without limitation, in a manner that might be illegal or harmful to any person or entity; or (iv) that Merchant’s Data does not distribute, share, or facilitate the distribution of unauthorized data, malware, viruses, Trojan horses, spyware, worms, or other malicious or harmful code.

5. Authorization and Account Information. Merchant represents and warrants that: (i) the information Merchant provides in connection with Merchant's registration for the Services is accurate and complete; (ii) if Merchant is registering for the Services as an individual, that Merchant is at least 18 years of age and has the legal capacity to enter into these Terms of Service; and (iii) if registering for the Services as an entity or organization, (a) Merchant is duly authorized to do business in the country or countries where it operates, (b) the individual accepting these Terms of Service and completing the registration for the Services meets the requirements of subsection (ii) above and is an authorized representative of Merchant, and (c) Merchant's employees, officers, representatives and other agents accessing the Services are duly authorized to access the Services and to legally bind Merchant to these Terms of Service and all transactions conducted under Merchant's account.

8. LIMITED WARRANTY

1. Signpost Platform and Services. Signpost warrants solely to Merchant that the Signpost Platform and the Services, when used in accordance with the terms of these Terms of Service, will function substantially in accordance with the Documentation. Signpost shall use commercially reasonable efforts to perform the Services according to the agreed upon terms and specifications between Merchant and Signpost in any applicable Service Order. Signpost's sole obligation and Merchant’s exclusive remedy hereunder with respect to any failure of the foregoing obligations shall be to use reasonable efforts to correct any such failure. Signpost shall have no obligation for any failure resulting from (i) content provided by or passed through Merchant or third-parties in connection with the Services (including Marketing Content); (ii) operating system modifications, changes or updates applied by the Merchant; (iii) the use or combination of the Signpost Platform or the Services with any other software or hardware not supported by Signpost; (iv) causes external to the Signpost Platform or the Services, such as problems with the hardware, network or other infrastructure with which the Signpost Platform and the Services are used; (v) unauthorized or improper use of the Signpost Platform or the Services; or (vi) any modification of the Signpost Platform or the Services by anyone other than Signpost.

2. Disclaimer. EXCEPT AS EXPRESSLY PROVIDED HEREUNDER, THE SIGNPOST PLATFORM AND THE SERVICES ARE PROVIDED TO MERCHANT "AS IS," WITHOUT WARRANTY OF ANY KIND. SIGNPOST HEREBY DISCLAIMS ALL OTHER WARRANTIES WITH RESPECT TO THESE TERMS OF SERVICE, THE SIGNPOST PLATFORM, THE SERVICES OR THE VOUCHERS, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT. Without limiting the generality of the foregoing, Signpost does not warrant that the Signpost Platform or THE Services will meet Merchant’s requirements or operate without interruption OR DOWNTIME or be error free.

9. LIMITATION OF LIABILITY

1. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL SIGNPOST, NOR ANY OF ITS AFFILIATES, SUBCONTRACTORS, LICENSORS, SUPPLIERS OR RESELLERS, BE LIABLE TO MERCHANT OR ANY OTHER THIRD PARTY FOR LOST REVENUES, LOST PROFITS OR OTHER SPECIAL, INCIDENTAL, INDIRECT, PUNITIVE, CONSEQUENTIAL, RELIANCE OR EXEMPLARY DAMAGES ARISING FROM MERCHANTS OR ANY OTHER THIRD PARTY'S USE OF OR INABILITY TO USE THE SERVICES INCLUDING, BUT NOT LIMITED TO, LOSS OF TECHNOLOGY, LOSS OF DATA OR INTERRUPTION OR LOSS OF USE DAMAGES WHETHER OR NOT SIGNPOST HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE OR LOSS. THE MAXIMUM AGGREGATE LIABILITY OF SIGNPOST, ITS LICENSORS AND RESELLERS ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OF SERVICE, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE, STRICT LIABILITY OR OTHERWISE), SHALL NOT EXCEED THE ACTUAL FEES PAID BY MERCHANT FOR THE SERVICE FOR THE SIX (6) MONTH PERIOD IMMEDIATELY PRECEDING THE INITIAL EVENT GIVING RISE TO LIABILITY HEREUNDER.

2. Merchant may not bring any suit or action against Signpost for any reason whatsoever more than one (1) year after the cause of action accrued.

3. Furthermore and notwithstanding anything herein to the contrary, Merchant acknowledges and agrees that: (i) any Services ("Partner Services") provided by, through or in partnership with any third-party partner of Signpost ("Partners") ARE PROVIDED TO MERCHANT "AS IS," WITHOUT WARRANTY OF ANY KIND. SIGNPOST HEREBY DISCLAIMS ON BEHALF OF THE PARTNERS ALL OTHER WARRANTIES WITH RESPECT TO SUCH PARTNER SERVICES. TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, NO PARTNER SHALL HAVE ANY LIABILITY TO MERCHANT OTHER THAN AS MAY BE SET FORTH IN THE PARTNER'S STANDARD END USER TERMS AND CONDITIONS FOR THE PARTNER SERVICES, (ii) each Partner is hereby granted a limited license to use any content supplied by Merchant in connection with the Partner Services ("Merchant Content"), with the right to sublicense to Partner's publisher partners in connection with the operation of the Partner Services, provided that Partner and its publisher partners shall not provide any third party with access to Merchant Content nor use Merchant Content for its or their own commercial benefit beyond the provision of the Partner Services; (iii) at Merchant's request, reasonable efforts will be used by the Partners to remove from publication any Merchant Content, but in no event will a Partner or its publisher partners have any liability if such Merchant Content nonetheless continues to be published; (iv) Merchant will cooperate to provide Signpost with all information reasonably required by a Partner to provide any Partner Services; (v) each Partner is an intended third party beneficiary of this Section 9.3; and (vi) the terms and conditions of all Partner Services shall be subject to the Partner's standard end user terms and conditions for such Services.

10. SUPPORT

Signpost or a Signpost agent will provide Merchant support to Merchant via a dedicated telephone number during our regular business hours, Monday through Friday from 9:00 AM to 6:00 PM EDT, excluding U.S. national holidays. In providing support, Signpost or a Signpost agent may use a variety of tools to aid in the process of resolving Merchant issues as a Merchant and may request that Merchant provides additional information in order to resolve these issues. Merchant hereby grants Signpost and such agent the right to use those tools and any information Merchant provides to Signpost in order to provide Merchant with support.

11. INDEMNIFICATION

Merchant will indemnify and hold Signpost, its investors, officers, directors, affiliates, subsidiaries, licensors, agents and employees (collectively, the "Signpost Parties") harmless against any loss, liability, claim, demand, damages, costs and expenses, including reasonable attorney's fees, resulting from any claim (including third party claims), suit, action or proceeding against a Signpost Party, resulting from or arising out of or in connection with (i) claims of intellectual property infringement based on (A) Merchant's use or combination of the Signpost Platform and the Services with any other software or hardware not supported by Signpost, if such infringement would not have occurred but for such use or combination; (B) any modification of the Signpost Platform and the Services by Merchant; or (C) the use by Merchant of any version of the Signpost Platform and/or Services other than the current version of the Signpost Platform and/or Services, if such version was made available by Signpost with notice that such version was being provided in order to avoid an alleged or potential infringement; (ii) claims relating to the Vouchers or the fulfillment thereof (including claims by purchasers or other Merchants of the Vouchers on the Signpost Site or Third-Party Partner Site relating to Merchant's products or services); or (iii) any breach by Merchant of any representation, warranty or obligation under these Terms of Service and transmission, access and actions taken with especially to Merchant Customer data at Merchant’s request.

12. TERM AND TERMINATION

1. Term. Subject to Signpost's receipt of all applicable Fees, and unless otherwise terminated in accordance with this Section 12, these Terms of Service shall commence upon Merchant's acceptance of these Terms of Service and shall continue in effect for the period specified on the applicable Service Order (the "Term"). Each Service Order shall continue for the Term specified therein, and will automatically renew for subsequent Terms unless either party provides at least forty-eight (48) business hours notice of termination prior to the expiration of the then-current Term that it elects to terminate the Services under such Service Order at the end of such Term. Notification of termination from Merchant to Signpost must be called in at (855) 609 4900 with a member of our support team during our regular business hours, Monday through Friday from 9:00 AM to 6:00 PM EDT, excluding U.S. national holidays.

2. Termination By Merchant. Merchant has the right to terminate these Terms of Service, via phone at (855) 609 4900 with a member of our support team during our regular business hours, Monday through Friday from 9:00 AM to 6:00 PM EDT, excluding U.S. national holidays, no fewer than forty-eight (48) business hours prior to Merchant’s next payment period. Merchant shall not in any event be entitled to any refund of any Fees previously paid to Signpost for services rendered.

3. Termination by Signpost. Signpost shall have the right to terminate these Terms of Service at any time without cause and without notice. In addition, Signpost may terminate these Terms of Service upon written notice to Merchant if Merchant becomes the subject of a petition in bankruptcy or any proceeding relating to insolvency, receivership, or liquidation for the benefit of creditors. Upon a termination by Signpost without cause, Merchant shall be entitled to a pro-rata refund of any fees advanced to Signpost.

4. Past Due Bills. In the event of a credit card decline, we will attempt to reach out for a new card. If we fail to connect within 7 days, the account will be switched to a “No Credit Card” subscription, wherein the Signpost monthly fee is deducted from net sales after applicable marketing fees have been distributed.

5. Consequences of Termination. Upon termination of these Terms of Service for any reason, Merchant shall cease to use the Signpost Platform, the Services and Documentation.

6. Data Preservation, Retrieval or Transfer. In the event of a temporary suspension of Merchant’s access to Services, (i) Signpost will not take any action to intentionally erase or delete Merchant‘s Data stored on the Services; and (ii) applicable Fees will continue to accrue. In the event of the termination of these Terms of Service Merchant may, upon reasonable notice to Signpost, elect to retrieve Merchant’s Data directly. If these Terms of Service are terminated for any reason other than Merchant’s breach, Signpost will not take any action to intentionally erase or delete Merchant’s Data stored on the Services for a period of thirty (30) days. If these Terms of Service are terminated on account of Merchant’s breach of these Terms of Service, Signpost will not take any action to intentionally erase or delete Merchant’s Data stored on the Services for a period of fifteen (15) days. In each case, Merchant’s post-termination retrieval or transfer of Data will be conditioned on Signpost's receipt of all applicable Fees for the period following termination, payment in full of any other amounts owed, and Merchant’s compliance with such reasonable terms and conditions as Signpost may establish with respect to such retrieval or transfer. In addition, if Merchant utilize the professional services of Signpost to assist Merchant in connection with such retrieval or transfer, Merchant will be responsible for Signpost's then current charges for such professional services. In the event that Signpost does not receive all such Fees and amounts within the thirty (30) day or fifteen (15) day periods described above, or in the event that Merchant fail to notify Signpost of Merchant’s election with respect to Merchant’s Data within such period, Signpost shall have no obligation to continue to store Merchant’s Data or permit Merchant to retrieve or transfer the same.

7. Survival. The following shall survive the termination of these Terms of Service: (i) all liabilities accrued under these Terms of Service prior to the effective date of termination; and (ii) all provisions of Sections 3.2, 3.6, 4, 7.3, 8.2, 9, 11, 12.4, 12.5 12.6 and 13 of these Terms of Service. Subject to the provisions of Section 9 hereof, the rights provided in this Section 12 shall be in addition to any and all rights and remedies available to a non-defaulting party at law or in equity upon any breach of these Terms of Service by the other party.

13. MISCELLANEOUS

1. Marketing. Merchant agrees that with Merchant permission Signpost may refer to Merchant by name and trademark in Signpost's marketing materials and web site. Merchant understands and acknowledges that Signpost does not certify nor endorse, and has no obligation to certify or endorse, any of Merchant's products or content.

2. Entire Agreement. These Terms of Service sets forth the complete understanding of the parties with respect to the subject matter hereof and supersedes all prior understandings and communications relating thereto. No term or condition of any other document provided to Signpost which is different from, inconsistent with, or in addition to the terms and conditions set forth herein will be binding upon Signpost.

3. Modification; Waiver. Signpost shall have the right to amend the terms and conditions of these Terms of Service at any time, effective upon posting of an updated version of these Terms of Service at www.signpost.com/terms_of_service. Signpost shall use reasonable efforts to provide Merchant with notice of changes to these Terms of Service, but Merchant is responsible for regularly checking the Signpost Site to inform Merchant of such changes. Continued use of the Services after any such changes are posted shall constitute Merchant’s consent to such changes. The waiver by either party of a breach of any provision hereof shall not be construed as a waiver of any succeeding breach of the same or any other provision, nor shall any delay or omission on the part of such party to 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.

4. Governing Law. These Terms of Service shall be governed by and construed in accordance with the laws of the New York as if made in and performed entirely within New York. The parties expressly reject any application to these Terms of Service of the United Nations Convention on Contracts for the International Sale of Goods. All disputes, actions, claims or causes of action arising out of this these Terms of Service or the Services shall be subject to the exclusive jurisdiction of the state and federal courts located in New York, and Merchant hereby consents to the jurisdiction of such courts.

5. Assignment. Merchant may not assign its rights or delegate any obligations hereunder without the express prior written consent of Signpost. Any assignment by Merchant without the prior written consent of Signpost shall be null and void. Signpost may assign its rights or obligations hereunder without notice or consent; provided, however, that the Services shall continue to operate as specified in these Terms of Service. These Terms of Service shall inure to the benefit of each party's permitted successors and assigns.

6. Force Majeure. If either party is unable to perform any of its obligations hereunder (other than payment obligations) due to any act of God, fire, casualty, flood, war, strike, shortage or any other cause beyond its reasonable control, and if such party uses reasonable efforts to avoid such occurrence and minimize its duration and gives prompt notice to the other party, then the affected party's performance shall be excused and the time for its performance shall be extended for the period of delay or inability to perform. If the force majeure continues for more than thirty (30) calendar days, then either party may terminate these Terms of Service for convenience upon written notice to the other party.

7. Severability. In the event that any provision contained herein shall for any reason be held invalid, illegal or unenforceable in any respect by a court of competent jurisdiction, to such extent such provision shall be deemed null and void and severed from these Terms of Service, and the remainder hereof shall remain in full force and effect and enforceable.

8. Independent Contractor. Neither Merchant nor Signpost shall be deemed to be an agent of the other and the relationship of Merchant and Signpost shall be that of independent contractors. Neither Merchant nor Signpost shall have any right or authority to assume any obligations, or to make any representations or warranties, whether express or implied, on behalf of the other party, or to bind the other party in any matter whatsoever.

   Signpost, Inc. will receive a completed IRS form W-9 and will issue a 1099K in accordance with IRS regulations.

9. Notices. Except as otherwise provided, notices under these Terms of Service shall be delivered by email addressed to the other party at such address as is set forth in the applicable Service Order or such other email address as Merchant may provide from time to Signpost by modifying Merchant profile here. Such notice will be deemed to have been given as of the date it is delivered by electronic mail, personally, by confirmed facsimile or by courier, or five (5) days after it is sent by mail. All communications and notices to be made or given pursuant to these Terms of Service shall be in the English language.

10. Compliance With Laws. Merchant agrees to comply at all times with all laws, rules and regulations applicable to Merchant’s use of the Services.

11. Headings. The headings of the sections of these Terms of Service are for convenience of reference only and shall not be considered in construing these Terms of Service.