Reach Pros, Inc. Terms & Conditions (May, 2010)

PLEASE READ THIS DOCUMENT CAREFULLY. IT CONTAINS VERY IMPORTANT INFORMATION REGARDING YOUR RIGHTS AND OBLIGATIONS INCLUDING LIMITATIONS AND EXCLUSIONS THAT MIGHT APPLY TO YOU. The following terms and conditions (the "Standard Terms") are between you ("You") and Reach Pros, Inc. ("Reach Pros" or "Company" or "Us"). These Standard Terms apply to the purchase and sale of products or services through telephone, the www.reachpros.com or www.bogopod.com web sites or in person ("Agreement.") By placing an order for such products and services you agree to be bound by and accept these terms and conditions. If you do not agree to these terms and conditions, you should not obtain products or services from the site,via telephone or order any products or services. As used herein, "Products" shall refer to technology (for example, email applications), advertising, online content, or similar products ordered from Us and provided by BOGOPOD, a trademark owned by Reach Pros, Inc or provided by Reach Pros affiliates. As used herein, "Advertisements" shall mean any advertisement, promotion or marketing of You, Your Services or your Properties made pursuant to this Agreement. As used herein, "Reach Pros Distribution Channels" shall mean Internet sites (including co-branded and mirrored versions thereof) and other media (including any and all print media) owned and operated by Reach Pros or its affiliates including but not limited to BOGOPOD, and third-party Internet sites where Your Product Content may be distributed and/or electronically displayed. These terms and conditions are subject to change by Company without notice at anytime, in our sole discretion.. IF YOU DO NOT AGREE TO THE AGREEMENT, YOU MAY, WITHIN THREE (3) BUSINESS DAYS AND PRIOR TO YOUR USE OF THE PRODUCT, ADVERTISEMENT OR PROVISION OF ANY OF YOUR CONTENT TO REACH PROS, CONTACT REACH PROS IN WRITING TO CANCEL YOUR ORDER AND OBTAIN A REFUND OF YOUR ORDER PRICE LESS ANY APPLICABLE SERVICE FEE.

1. Limitation of Liability.
IN THE EVENT REACH PROS OR ITS AFFILIATES FAILS TO PUBLISH AN ADVERTISEMENT IN ACCORDANCE WITH THIS AGREEMENTIN ANY RESPECT, THE SOLE LIABILITY OF REACH PROS TO YOU AND YOUR SOLE REMEDY SHALL BE LIMITED TO, AT REACH PROS SOLE DISCRETION, A PRO RATA REFUND OF THE ADVERTISING FEE (B) INTEGRATION AND/OR PLACEMENT OF THE ADVERTISEMENT AT A LATER TIME IN A COMPARABLE POSITION, OR (C) EXTENSION OF THE TERM OF THE AGREEMENT UNTIL THE CONTRACTED OBLIGATION FREQUENCY IS DELIVERED. IN NO EVENT SHALL REACH PROS, OUR PARENT, SUBSIDIARIES, AFFILIATED COMPANIES, AGENTS, SHAREHOLDERS, EMPLOYEES, DIRECTORS, OR OFFICERS HAVE ANY OBLIGATIONS TO YOU OR BE RESPONSIBLE FOR ANY CONSEQUENTIAL, SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE OR OTHER INDIRECT DAMAGES, INCLUDING, WITHOUT LIMITATION, LOST REVENUE OR PROFITS, IN ANY WAY ARISING OUT OF OR RELATED TO THIS AGREEMENT, HOWEVER CAUSED, ON ANY THEORY OF LIABILITY, INCLUDING BUT NOT LIMITED TO TORT (INCLUDING NEGLIGENCE), EVEN IF REACH PROS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. IN NO EVENT SHALL REACH PROS AGGREGATE LIABILITY TO YOU EXCEED THE AMOUNT RECEIVED BY REACH PROS FROM YOU UNDER THIS AGREEMENT. NONE OF OUR EMPLOYEES OR REPRESENTATIVES ARE AUTHORIZED TO MODIFY THIS LIMITATION

2. Provision of Advertising Materials.
You will provide all materials for the Advertisement ("Your Advertising Content") in accordance with Reach Pros policies and specifications in effect from time to time (the "Specifications"). Reach Pros shall not be required to publish any Advertisement that is not received in accordance with such Specifications or policies and Reach Pros reserves the right to charge You, at a rate specified in this Agreement, for ad positions held by Reach Pros pending receipt of acceptable materials from You. You hereby grant to Reach Pros a non-exclusive, royalty-free, worldwide, fully paid license to store, use, reproduce, modify, edit and display the Advertisement (and the contents, trademarks and brand features contained therein) in accordance herewith and use advertisement in promoting the REACH PROS and/or BOGOPOD’s names and services or product. Any information collected through this agreement, including, but not limited to emails, customer feedback information from the promotional box in your store shall be the property of Reach Pros. Emails You provide will be: 1) sourced in our database as coming from YOU and will not be provided to other merchants, except for the provision of the joint BOGOPOD email which benefits all active merchants; 2) is available to YOU for solo emails; 3) will be provided to you electronically should you require a copy or terminate the service. Company complies with CAN-SPAM and among other requirements, provides an easy and reliable opt-out feature to all email recipients.

3. Termination / Cancellation, Terms of Payment; Late Payments.
This Agreement may be terminated by Reach Pros and/or You for any reason after the agreed to initial advertising term has been completed. After the initial advertising term has been completed, this agreement will continue on a month to month basis. This agreement may be terminated with thirty (30) days prior written notice after the initial advertising term is completed. In the case of termination, You shall immediately pay to Reach Pros all amounts payable through the initial advertising term or the effective date stated in such cancellation notice, whichever is later. Payment whether a one-time fee, monthly fee, quarterly fee or annual fee is the amount designated in the order form under the term amount. Terms of Payment are within our sole discretion and, unless otherwise agreed by us in writing, payment must be received by us prior to use of Products by You. You agree to pay Reach Pros the published fee in effect at the time of the Order for all Advertising Services and for all units of the Product that You ordered and all applicable sales, use, excise and similar taxes. Major credit cards (VISA, MasterCard and American Express) are acceptable. You represent and warrant that (i) the credit card information you supply is true, correct and complete; (ii) charges incurred by you will be honored by your credit card Company; and (iii) you will pay charges incurred by you at the posted prices, including applicable taxes, if any. All payments must be made in advance based upon payment terms in accordance with Reach Pros policy for the particular Advertisement or Product (and as may be specified on order form). Some Products and/or Advertisements may require a one-time setup fee. In the event You fail to make timely payment or otherwise breach this Agreement, (a) You will be responsible for all reasonable expenses (including attorneys’ fees) incurred by Reach Pros in collecting such amounts; (b) the remainder of this Agreement and (c) Reach Pros reserves the right to suspend performance of its obligations under this Agreement (or under any other agreement with You) and (d) You agree to pay interest on all past due sums at the maximum rate allowed by law. Your fee is based upon the term You choose and indicated on the order form under the term amount. In the event this Agreement is terminated for any reason then You hereby agree and understand that you will be rebilled for the shortened term at the then current rates and any balance due shall be immediately due and payable. In the event this Agreement terminates during any month You hereby agree to pay for the balance of that specific month. In the event of any attempted credit card charge back or dispute resolved in favor of Reach Pros, Reach Pros reserves the right to charge You twenty-five dollars ($25.00). For all recurring charges hereunder, You hereby agree to authorize your bank to electronically transfer all amounts due on a monthly basis via Electronic Funds transfer rules or via credit card without additional authorization.

4. Your Representations, Warranties and Covenants.
You represent, warrant and covenant that: (a) Your Advertising Content, Your Initial Content and Your Product Content (collectively the "Your Content") is true, complete and accurate; (b) You hold the necessary rights to permit the use of Your Content by Reach Pros; (c) You are a licensed business in all relevant and applicable jurisdictions in connection with your duties or other activities undertaken in connection with this Agreement; (d) Your Content, and Your use, updating and other maintenance of any Product or Advertisement, is in compliance with the Technical Standards and Procedures and does not otherwise interfere with the function or performance of Reach Pros and/or BOGOPOD’s Site; (e) Your Content and any words, marks, copyrights, symbols,logos will not: (i) infringe on any third-party’s copyright, patent, trademark, trade secret or other proprietary or intellectual property rights; (ii) violate any law or regulation, including without limitation those governing export control; (iii) be defamatory or trade libelous; (iv) be pornographic or obscene or contain any nudity or other sexual materials; (v) contain viruses, Trojan horses, worms, time bombs, or other similar harmful or deleterious programming routines; (vi) contain material that is threatening, abusive, harassing, defamatory, obscene, profane, indecent, or otherwise objectionable or offensive; (vii) contain content promoting or encouraging a raffle, contest, game, or pyramid scheme requiring payment of a fee by participants; (viii) contain hate propaganda or fraudulent material or activity or violate in any manner REACHPROS acceptable standards.

5. Indemnification.
You agree, at Your own expense, to indemnify, defend and hold harmless Reach Pros and its parent , subsidiaries, affiliates and their shareholders, officers, directors, employees, representatives and agents ("Indemnified Parties"), against any and all claims, damages, expenses, losses, costs (including reasonable attorneys’ fees and costs) or liability or expenses of any kind incurred by the Indemnified Parties arising out of, related to or in connection with any act or omission hereunder including but not limited to (a) the breach by You of this Agreement, (b) Your Content, or (c) any material, product or service provided by You to any party (including without limitation, any warranty claims, consumer protection claims and claims of trademark or copyright infringement, defamation, breach of confidentiality, privacy violation, false or deceptive advertising or sales practices).

6. Disclaimer of Warranties.
NOTWITHSTANDING ANYTHING TO THE CONTRARY, ALL PRODUCTS AND SERVICES PROVIDED BY REACH PROS OR ITS AFFILIATES HEREUNDER ARE PROVIDED "AS IS" AND WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. REACH PROS, ON ITS OWN BEHALF: (a) EXPRESSLY DISCLAIMS ANY IMPLIED WARRANTIES OF MERCHANTIABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT, AND ANY IMPLIED WARRANTIES ARISING FROM THE COURSE OF DEALING OR COURSE OF PERFORMANCE; (b) DOES NOT WARRANT THAT THE OPERATION OF THE PRODUCT OR SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE; (c) DOES NOT MAKE ANY REPRESENTATIONS OR GUARANTEES REGARDING THE USE OR THE RESULTS DERIVED FROM THE PRODUCT OR SERVICES, INCLUDING WITHOUT LIMITATION, IN TERMS OF CORRECTNESS, ACCURACY, RELIABILITY, LEAD OR INQUIRY GENERATION, INCREASE IN BUSINESS OR OTHERWISE; (d) WILL NOT HAVE ANY OBLIGATION TO ACCEPT ANY RETURNS OR EXCHANGES OF ANY PRODUCT OR FIX ANY DEFECTS IN THE PRODUCTS; AND (e) SPECIFICALLY DISCLAIMS ANY WARRANTIES THAT THE PRODUCT OR SERVICES WIILL FUNCTION OR ARE COMPATIBLE WITH SUCH COMPUTER HARDWARE OR SOFTWARE, INCLUDING BUT NOT LIMITED TO BROWSER COMPATABILITY WITH WHICH YOU OR OTHERS MAY USE TO USE OR ACCESS THE PRODUCT OR SERVICES. YOU ARE SOLELY RESPONSIBLE FOR ENSURING THAT ANY COMPUTER HARDWARE OR SOFTWARE, INCLUDING BUT NOT LIMITED TO BROWSER COMPATABILITY YOU USE IS COMPATIBLE WITH AND/OR FUNCTIONS WITH THE PRODUCT AND SERVICES.

7. General
This Agreement (a) shall be governed by and construed in accordance with the laws of the State of California, (b) constitutes the complete expression of the agreement, and (c) supersedes any and all other agreements, whether written or oral, between the parties relating to the subject matter. In the event of any inconsistency between the Order and these Standard Terms, these Standard Terms shall control. Both parties consent to the exclusive jurisdiction of the courts of the State of California located in Los Angeles County. In the event that any provision of this Agreement shall be held to be void or unenforceable, the remaining portions shall remain in full force and effect. This Agreement may be executed in counterparts, via facsimile, each of which shall constitute an original but all of which taken together shall constitute one agreement.
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