Abenity offers thousands of discounts to participating members

Abenity, Inc.

Abenity Customer Rewards Basic Program Terms

In consideration of Abenity Inc. allowing you to utilize the Abenity Program, you, as an Abenity Client (hereinafter referred to as "Participating Organization") hereby agree to be governed by the following terms and conditions:

Program Hosting & Support

Abenity Inc will create, host, and manage a private discount program for Participating Organization at www.abenity.com. The provided program will be branded with the Participating Organization’s logo and will incorporate Participating Organization’s corporate colors within the program title. Participating Organization will receive prompt program support by emailing inquiries to support@abenity.com.

Basic Account Program Fees

Due to Participating Organization's use of the Abenity program in a for-profit capacity to help improve customer loyalty, acquisition, and retention the Abenity Customer Rewards Program is available to Participating Organization for a flat monthly fee of $850 starting from the date of this agreement.

All fees and prices are in US dollars. Unless otherwise agreed upon in writing, payment by credit card or a guarantee of payment in the form of a Purchase Order Number is required prior to activating your new Abenity account covering prorated monthly service fees for the remaining portion of the current month plus payment for the next month in advance. By choosing Abenity’s Credit Card - AutoPay option you agree for Abenity to automatically charge the provided credit card according to the pricing specified for your Abenity account. All credit card transactions are handled through a secure HTTPS connection with a trusted third-party credit card processor. A late fee of $25.00 will be applied to Participating Organization’s next invoice for payments that are not received on time or for credit card payments that are unable to be processed. Abenity reserves the right to suspend your account and your members’ ability to access your account in the event you fail to pay the appropriate account fees on time, until such time as proper payment is received. In the event Abenity Inc. cancels or suspends Participating Organization’s discount program, the Participating Organization will indemnify Abenity Inc. from any and all claims asserted by Participating Organization’s members against Abenity Inc.

Program Use

Participating Organization understands that they must have an existing, pre- established relationship and/or affinity with the recipients of the provided Abenity program and may not build a business model around the provided Abenity program with the intent to directly resell access to the provided Abenity platform to the general public and/or members outside of their pre- existing affinity or member base and Participating Organization understands that Abenity will immediately terminate Participating Organization’s use and Participating Organization’s member’s use of the Abenity program in the event that Participating Organization is suspected by Abenity to be directly reselling access to the provided Abenity program.

Abenity Discount Offer

Abenity Inc.’s collection of local and national discounts includes the information that each participating vendor chooses to offer to Abenity members and Participating Organization’s subscribers as Abenity members. Participating vendors and corresponding discount offers are required to go through an approval process prior to being listed within the Abenity program. Additionally, Members are required to accept the Member’s Terms and Conditions as a condition of using the Abenity Program. Abenity Inc. reserves the exclusive right to revise these terms and conditions, as well as the Member’s Terms and Conditions. Any revision or amendment to any of the applicable terms and conditions will be effective immediately upon posting to Abenity Inc.’s website (“Site”), and the Participating Organization’s continued use of the services provided by Abenity Inc., subsequent to the posting of any revisions or amendment, constitutes its acceptance of such revisions and amendments. Abenity Inc. reserves the right to refuse, restrict, suspend, or terminate any member’s use of its services at any time without notice and may do so for a member’s failure to abide by the Member’s Terms and Conditions.

Legal Notice and Disclaimer

The Participating Organization agrees that the use of the Site by itself, as well as its employees, is undertaken at their own risk. No warranties are made by Abenity Inc., its subsidiaries, its agents, or any of its employees, officers or directors that the Site will operate error-free or without interruption. No warranties are made as to the accuracy of the information on the Site, the products or services offered by any merchant or vendor on the Site. Furthermore, by listing a service, product or discount, Abenity Inc. is not endorsing, recommending or sponsoring any product or service of any merchant or vendor. Any and all transactions and alleged discounts are between the Participating Organization, its Members and the merchant or vendor. Abenity Inc. is not a party to any transaction, and thus, the partiesto any transaction should take due diligence in investigating, selecting and transacting with any merchant or vendor listed on the Site. The Participating Organization is knowingly and voluntarily assuming all risks of using any merchant or vendor for itself and its members to purchase goods and services and of using any coupons or discounts listed on the Site. Abenity Inc. shall have no liability whatsoever from such third party transaction.

THE SITE, ITS CONTENT, AND ANY MERCHANDISE CONTAINED THEREIN ARE PRESENTED “AS IS.” NO WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF TITLE OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, ARE MADE BY THE ABENITY INC., ITS AGENTS, AFFILIATES, EMPLOYEES, OFFICERS, OR DIRECTORS. TO THE FULL EXTENT PERMISSIBLE BY FEDERAL, STATE AND LOCAL LAW, ABENITY INC. DISCLAIMS ALL WARRANTIES. ABENITY INC. IS NOT RESPONSIBLE FOR ANY DIRECT OR INDIRECT DAMAGES OF ANY KIND, INCLUDING BUT NOT LIMITED TO ANY INJURY, LOSS, CLAIM, OR ANY SPECIAL, EXEMPLARY, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND, ARISING FROM THE USE OF THE SITE.

Offer Integration

Participating Organization may negotiate and integrate its own discount offers within the provided Abenity discount program. Offers may be integrated by Participating Organization through the provided Abenity Back Office under Manage My Offers. All discounts that Participating Organization would like to integrate within its Abenity discount program must be approved by an Abenity representative prior to publication within Participating Organization’s Abenity discount program. Discount approval may take up to 10 business days. The approval or denial of any requested discount offer will be within the sole discretion of Abenity Inc.. Abenity Inc. reserves the right to remove any published discount offer at any time. Participating Organization has the option to utilize an XML feed for easy integration of multiple discount offers. Any support required from Participating Organization from Abenity Inc. regarding the integration of their existing discount offers will be considered by Abenity Inc. as advanced program customization and billed to Participating Organization on their next invoice at a rate of $150 per hour. Participating Organization may request for discount offers active within their Abenity program to be suppressed from their Abenity program. Removal of individual discount offers must be accomplished by Abenity at the category or sub-category level and may result in the loss of additional discounts listed under the suppressed category. In instances where Participating Organization requests a largenumber of offer suppressions, the monthly Abenity Spotlight and email features may not have enough content to be customized and delivered to Participating Organization’s members. Participating Organization may not request future offer or vendor suppressions that are not presently active within the Abenity program.

Indemnify

The Participating Organization agrees to defend, indemnify, and hold harmless Abenity Inc. and its employees, contractors, vendors, corporate partners, managers, officers, shareholders, agents and directors from all liabilities, claims, losses, damages, obligations, costs, and expenses, including attorney's fees, that arise from or relate to (a) its use of and access to the Abenity Program, the Site or any services, information or products from the Site; (b) its violation or breach of any of these terms and conditions, or its representations and warranties; (c) its violation of the rights of any third party, including but not limited to any copyright, property, or privacy right; (d) any claim that one or more of its submissions to the Site has caused damage to a third party; or (e) any claim brought by Participating Organization’s member(s), including but not limited to any claim resulting from a member’s registration in the Abenity Program by the Participating Organization through the API. This defense and indemnification obligation will survive the Participating Organization’s involvement in the Abenity Program. Abenity reserves the right, in its sole discretion, to assume the exclusive defense and control of any claim for which we or any of the indemnitees listed above are entitled to indemnification hereunder. In such event, the Participating Organization shall pay all fees and costs for such defense and shall provide us with such cooperation at no charge as is reasonably requested by us to assert any available defenses.

Duration of Agreement

Participating Organization agrees to begin a one (1) year program term with Abenity from the date of this agreement. This Agreement will automatically renew each year on the anniversary of the date of this original agreement for an additional term of one (1) year. Abenity Inc. may cancel Participating Organization’s use of the Abenity discount program at any time by providing thirty (30) days written notice to Participating Organization. Participating Organization may cancel their use of the provided Abenity discount program at any time by providing written notice within thirty (30) days of their anniversary date of their original agreement. Abenity reserves the right to immediately cancel Participating Organization’s use of the Abenity program in the event that Participating Organization is found to be under investigation for illegal use of the Abenity program and/or conducting business with a pyramid scheme and/or multi-level marketing business model that is non-product based and solely leveraging the provided Abenity platform for sales.

Marketing Abenity & Member Communications

Participating Organization is fully responsible for informing their members of the provided benefits within the Abenity discount program. Participating Organization may download marketing materials, including a program flyer and the Abenity Launch Document, to access the content needed to educate members about the benefits available within Abenity. Participating Organization’s members may only receive access to the provided Abenity program as a result of Participating Organization’s use of the Abenity API, Member Import, or custom provided marketing materials that direct members to voluntarily register for access to the provided Abenity program. Participating Organization's members are required to accept Abenity’s Member Terms prior to accessing Participating Organization's Abenity program. All information provided to Abenity by Participating Organization or Participating Organization’s members will be governed under the terms of the Abenity privacy policy which is publicly available for review at https://www.abenity.com/terms/privacy. Participating Organization understands that Abenity Inc. provides registered Abenity members with the opportunity to receive direct communications from Abenity Inc. on Participating Organization’s behalf in the form of monthly and/or weekly emails about available discount offers and features provided within the Abenity program. Participating Organization’s members are never obligated to receive these direct communications from Abenity Inc. and may opt-out at anytime upon receiving an email from Abenity on Participating Organization’s behalf.

Registration of Participating Organization’s Members

Abenity provides Participating Organization with both open member registration and closed member registration options. All registration options require Participating Organization's members to voluntarily accept Abenity Inc.‘s member terms prior to gaining access to the offers and features provided within the Abenity program.

Copyright and Trademark

The contents of all material available on the Site are copyrighted by Abenity, Inc., unless otherwise indicated. All rights are reserved by Abenity, Inc., and content may not be reproduced, downloaded, disseminated, published, or transferred in any form or by any means, except with the prior written permission of Abenity, Inc., or as indicated below. As a member, you may download pages or other content for your own personal use, consistent with the mission and purpose of Abenity, Inc. [as codified in its governing documents] on a single computer. However, no part of such content may be otherwise or subsequently reproduced, downloaded, disseminated, published, or transferred, in any form or by any means, except with the prior written permission of Abenity, Inc. Copyright infringement is a violation of federal law subject to criminal and civil penalties.

Arbitration and Jurisdiction

The parties expressly agree to submit any controversy to binding arbitration with the American Arbitration Association. Any controversy or claim between the parties arising out of or relating to your involvement in the Abenity Program, excluding any nonpayment by the Participating Organization to Abenity, shall be submitted to binding arbitration with the American Arbitration Association. The parties expressly agree that this arbitration provision and the terms and conditions set forth herein are to be governed by the Federal Arbitration Act (“FAA”).

These terms and conditions shall be governed by and construed in accordance with the laws of the State of Tennessee, without giving effect to its conflicts of law provisions. The Participating Organization hereby submits, as evidenced by signing up for the Abenity Program, to the exclusive jurisdiction of the courts of Davidson County, Tennessee, for purposes of any and all litigation arising out of or relating to you involvement in the Abenity Program. You waive any objections to the forum of Tennessee for lack of venue, forum non conveniens, or any other jurisdictional ground. Should any provision in these terms and conditions be invalid or unenforceable for any reason, the remaining provisions hereof shall remain in full force and effect.

The language of these terms and conditions shall be construed as a whole according to its fair meaning and not strictly for or against either party. Each party specifically waives the application of the common law doctrine that agreements are to be construed against the party who drafted the agreement.

YOU HAVE HAD THE OPPORTUNITY TO READ AND REVIEW THESE TERMS AND CONDITIONS AND AGREE TO THE TERMS SET OUT HEREIN FREELY, VOLUNTARILY, AND WITHOUT COERCION.

Last Revised: May 2, 2013