COURSE REWARDS TERMS OF SERVICE AGREEMENT

BY CLICKING THE "I HAVE READ AND AGREE TO THE COURSE REWARDS TERMS OF SERVICE AGREEMENT" CHECKBOX DISPLAYED AS PART OF THE “BEGIN/RENEW SERVICE” PROCESS OR IF YOU LOGIN TO THE COURSE REWARDS SOFTWARE (AS DEFINED IN THE “DEFINITIONS” SECTION OF THIS AGREEMENT), YOU AGREE TO THE FOLLOWING TERMS AND CONDITIONS:

This is a license and services agreement and not an agreement for sale. This license and services agreement (hereinafter “Agreement”) is between you (hereinafter "Licensee") and Course Rewards LLC, a Colorado Limited Liability Company, and its affiliates (hereinafter “Licensor”) whose mailing address can be found under the "Contact Us" section of the Internet address of www.courserewards.com. This Agreement gives Licensee certain limited rights to use the proprietary Course Rewards software and related items (as defined below in the “Definitions” section of this Agreement). All rights not specifically granted in this Agreement are reserved to Licensor.

Course Rewards utilizes a network of resellers to promote and sell its proprietary Course Rewards software and related items (hereinafter referred to as “Authorized Reseller” or “Reseller”). Course Rewards also promotes and sells the Course Rewards software directly, in which case Course Rewards performs the role of an Authorized Reseller. By accepting the Terms and Conditions of this Agreement, you are agreeing to a license agreement with Course Rewards LLC and no other party. You may have other agreements in place with an Authorized Reseller, however, the Authorized Reseller does not have the right to modify or alter the terms of this Agreement or the subject matter of this Agreement.

IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND THE COMPANY TO THE TERMS GOVERNING THE PRODUCTS AND SERVICES DESCRIBED IN THIS AGREEMENT. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS, YOU MAY NOT REGISTER TO USE OR USE THE SOFTWARE AND SERVICE THAT CONSTITUTES THE SUBJECT MATTER OF THIS AGREEMENT.

HEADINGS
The headings of each of the terms and conditions of this Agreement are for convenience of reference only and shall not form part of these terms and conditions. Such headings shall be ignored in the interpretation or construction of any of the terms and conditions of this Agreement.

DEFINITIONS

As used herein, the following words, phrases, or terms in this Agreement shall have the following meanings:

“Internal” means within the Licensee’s own organization that has been granted this license.

“Executable Code” means machine-readable code compiled by a high-level compiler.

“Source Code” means code written in human-readable format or in a high-level program language.

“Course Rewards”, “CourseRewards.com”,”Customer Portal”, “Course Portal”, "Clubhouse", “Portal”, “Network Portal” or any other version name, means the suite of programs, scripts, manuals, and procedures received from Licensor.

“Software” means the actual copy of all or any portion of the allocated source or executable code or program routines delivered on media or via network, inclusive of backups, updates, or merged copies permitted hereunder or subsequently supplied by Licensor. Software includes file structures, programming instructions, user interfaces, screen formats, sequences, and all Related Materials (defined below).

“Related Materials” means all of the printed materials, user documentation, training documentation, demonstration programs, and any other documentation supplied by Licensor under this Agreement.

"Content" means the audio and visual information, documents, software, products and services contained or made available to Licensee in the course of using the Service (as defined below).

"Service(s)", "Rewards Program" or "Loyalty Program" means the specific edition of Licensor's customer loyalty program and system identified during the registration and/or ordering process or at the website found at the Internet address of www.courserewards.com (or referenced via an Authorized Reseller), developed, operated, and maintained by Licensor and accessible via www.courserewards.com or another designated web site or IP address, Software, point of sale mechanism, or any ancillary services rendered to Licensee by Licensor, to which Licensee is being granted access under this Agreement. The Service encompasses the Software, Related Materials, Content, and other functionality necessary to operate a customer loyalty or rewards program.

"You", “Your”, “User”, "User's", "Licensee", or "Licensee's" refers to the person using the Service in ANY way. If you have registered as, for, or on behalf of a corporate entity, "You", "Your", "User", 'User's", "Licensee", or "Licensee's" all refer to the entity, its officers, directors, agents, employees, subcontractors, affiliates, subsidiaries, and all other persons or entities which the registered entity permits to use the Service in ANY way.

“Participating Reseller”, “Authorized Reseller” or “Reseller” refers to an independent contractor operating as an authorized reseller of the Course Rewards Software and Service.

"Retail Merchant", "Merchant" or “Merchant Location” means any physical retail establishment or website of Licensee that issues or accepts identification of the Service or uses the Service in any way to manage its customer base or other loyalty program functionality. A Merchant Location is typically considered a “store front” of the Licensee. In this Agreement, the term Licensee may be used in place of Merchant Location.

"Licensee Data" means any data, information or material provided or submitted by Licensee to Licensor in the course of utilizing the Service (as defined below).

"Card Holder", "Card Member" or "Member" means any individual Rewards Program participant who has been added into the Rewards Program database by Licensee or any other party and who interacts with the Rewards Program described in the "Service(s)" definition.

“Proprietary Network” means the association of Merchant Locations that operate under the same corporate umbrella and promote and operate a common loyalty or rewards program using the Service.

“Point Sharing Network” or “PSN” means the association of Merchant Locations that are controlled by different corporate entities that elect to join a network of merchants that offer rewards and redemptions to loyalty program participants that allow the program participant to earn and redeem points at any of the Merchant Locations that are part of the Point Sharing Network.

“Point Bank” means the allocation of points that have a value set by the PSN program and that are purchased by the Merchant Location and awarded to Card Members of the PSN for rewards and that are later accepted by the Merchant Location for any earned redemptions.

"Administrative User" means the login and email address of Licensee and each of Licensee's Merchant Locations designated by Licensee to accept communication with Licensor in matters pertaining to the Service. Licensee shall keep a valid email address and contact information for Licensee and each of Licensee's Merchant Location Administrative Users so as to facilitate communication with Licensor regarding account matters such as transaction disputes, account problems, billing statements, and other such matters.

"Intellectual Property Rights" means non-patented inventions, patent applications, provisional patents, patents, design rights, copyrights, trademarks, service marks, trade names, domain name rights, mask work rights, know-how and other trade secret rights, and all other intellectual property rights, derivatives thereof, and forms of protection of a similar nature.

RESERVATION OF OWNERSHIP AND GRANT OF LICENSE

Licensor retains exclusive ownership of any copy of the Software licensed under this Agreement and hereby grants to Licensee a personal, non-exclusive, non-transferable license to use the Software, without the right to sub-license, pursuant to the terms and conditions of this Agreement. From the date of receipt, Licensee agrees to use reasonable efforts to protect the Software from unauthorized use, reproduction, distribution, or publication.

RESELLER RELATIONSHIP WITH COURSE REWARDS

The relationship of Course Rewards and Reseller is that of independent contractor, and nothing contained in this Agreement shall be construed to (i) give either party the power to direct and control the day-to-day activities of the other, or (ii) constitute the parties as partners, joint venturers, co-owners or otherwise as participants in a joint undertaking, or (iii) allow Reseller to create or assume any obligation on behalf of Course Rewards for any purpose whatsoever. All financial and other obligations associated with Reseller's business are the sole responsibility of Reseller.

CONFIDENTIALITY

Licensee acknowledges that the Software provided under this Agreement is a trade secret and proprietary to Licensor, and as such, Licensee agrees to receive all such materials in confidence and use the Software only in accordance with the terms of this Agreement.

COPYRIGHT

The Software is owned by Licensor and is protected by United States copyright laws and applicable international treaties and/or conventions.

PERMITTED USES

The Software may be used for Licensee’s own Internal BUSINESS uses. THIS IS NOT A LICENSE FOR PERSONAL USE. Licensee may allow Licensee’s agents and contractors to use the programs for this purpose subject to the terms of this Agreement. Licensee shall report any performance problems to Licensor for improvement of the Software.

Source Code: No source code is to be allocated in this license. Any allocations must be agreed to in an independent writing.

USES NOT PERMITTED

Licensee may not modify, translate, reverse engineer, de-compile, disassemble, create derivative works based on, or copy (except as designated in the “Permitted Uses” section) the Software. Licensee has not been granted a license to use any source code, and may not store copies of such in any form.

Licensee has not been granted any trademark license as part of this agreement and may not use the name or mark “Course Rewards”, “CourseRewards.com”, "Frequent Golfer Rewards Program" or any rendition thereof for any purpose outside the purpose stated herein.

Third Parties: Licensee may not sell, rent, lease, sub-license, lend, time-share, act as a service bureau, provide subscription services for the Software, or transfer, in whole or in part, or provide unlicensed Third Parties access to prior or present versions (or any parts thereof) of the Software, any updates, or Licensee’s rights under this Agreement. Licensee may not use the programs to provide third party training except for training agents and contractors that Licensee will have authorized under this Agreement.

Licensee may not remove or obscure any copyright or trademark notices.

The Software and Related Materials shall not become subject to application for patent, copyright, or other intellectual property application by Licensee.

Assignment: Licensee shall not assign this Agreement or Licensee’s rights hereunder without the prior written consent of Licensor. Any purported assignment without such consent shall result in Licensee’s breach of this Agreement.

EVALUATION

Licensor may provide Licensee access to the Software and Service for evaluation purposes. In such cases, Licensee access to the Software and Service and this Agreement shall terminate on the expiration of the evaluation period described in the ordering process unless Licensee chooses to subscribe to the Service prior to the end of such evaluation. Licensee may choose to renew a previous evaluation and in doing so will be required to repeat the acceptance of this Agreement. Licensor shall have no obligation to retain or otherwise safeguard information captured during evaluation.

FEES, PAYMENT AND BILLING

Licensor may charge and collect fees as it pertains to the Service for a recurring use fee (hereinafter referred to as the “License Fee”) and for various enhanced service offerings, including but not limited to service fees for punch card payment processing and service fees for discount card purchase processing (hereinafter "Transaction Fee(s)" ). A separate License Fee shall be charged for each participating Merchant Location of Licensor. The License Fee may be paid on a monthly basis or a one-time yearly basis (whereas a discount may be offered in such event). However, in the case of termination, License Fee payments are not refundable, including the yearly payment of License Fees.

License Fee

Course Rewards utilizes PayPal to accept subscription payments for the License Fee. If a recurring License Fee is to be charged, said License Fee amount shall be established by each Authorized Reseller or by Course Rewards in the event an Authorized Reseller is not a party. The License Fee shall be specifically listed by the Authorized Reseller or by Course Rewards in the PayPal Subscription Payment Request and delivered via email to the Administrative User for each Licensee Merchant Location. The PayPal Subscription Payment Request must be accepted and paid in full by each participating Merchant Location before said participating Merchant Location's ability to use the Service is enabled. Participating Merchant Locations are not obligated under this Agreement for the License Fee until the initial PayPal Subscription Payment Request is accepted and paid by the Merchant Location, however, Course Rewards will have no obligation under this Agreement to provide the Service or any part thereof to Licensee until the Merchant Location's account is in good standing. Once accepted and paid in full, the License Fee shall not change for a Merchant Location as long as the PayPal subscription is active and in good standing. Failing to keep the subscription in good standing or canceling the subscription will require the Merchant Location to re-establish a subscription at the then applicable License Fee rate. Canceling the License Fee subscription with PayPal does not alter Licensee's obligations to Course Rewards under the conditions of the “Term and Termination” section of this Agreement.

The License Fee is an obligation of the Licensee to Course Rewards only. Licensee is responsible for the License Fee of its Merchant Locations. You may have additional obligations as agreed to in a separate agreement with Authorized Reseller. The fees described in this Agreement relate to the obligations due to Course Rewards for Licensee's use of the Service and any enhanced features adjunct to the Service.

Licensor collects the recurring monthly License Fee in advance of the upcoming month or year, based on Merchant Location's preference of payment schedule. All charges shall be in the established currency for each Merchant Location . Acceptable currencies are United States Dollar, Canadian Dollar, Euro, and United Kingdom Pounds. The License Fee is exclusive of all taxes, levies, or duties imposed by taxing authorities, and Licensee shall be responsible for payment of all such taxes, levies, or duties. If you are joining the Service directly and without the assistance of an Authorized Reseller, the current License Fee information will be available on the Service at the Internet address of www.courserewards.com/signup.html.

After the acceptance and payment of the initial PayPal subscription request, Merchant Location's account shall be considered in arrears if any subsequent PayPal subscription transaction is refused or if Course Rewards LLC fails to receive payment within 30 days of the due date of the License Fee payment. A subscription is considered paid and in good standing when Course Rewards receives the funds for that subscription payment from PayPal.

If Merchant Location's account is in arrears, Licensor shall have the right to terminate Merchant Location's access to the Software and Service. Licensee will continue to be charged during any period of suspension. If Licensee or Licensor initiates termination of this Agreement, Licensee will be obligated to pay the balance due on Merchant Location's account computed in accordance with the above. Licensee agrees and acknowledges that Licensor has no obligation to retain Licensee Data and that such Licensee Data may be irretrievably deleted if Merchant Location's account is 30 days or more delinquent. Delinquent amounts are subject to interest at a rate of 1.5% per month, or the maximum permitted by law, whichever is less, plus any collection expenses.

If Licensee believes that the subscription amount is incorrect, Licensee must notify Licensor via email at the email address billing@courserewards.com within forty-eight (48) hours of the due date of the License Fee. No adjustments will be made to any License Fee unless Licensee contacts Licensor in the prescribed manner and within the prescribed time frame.

Transaction Fees

Transaction Fees as they relate to enhanced payment processing shall be 7.5% of the gross transaction amount. All enhanced payment processing of online payments from Card Members are optional. You do not have to pay a Transaction Fee if You choose NOT to offer these features to Your Card Members. You can activate and allow the enhanced online payment processing activities using the Software.

In the event that an enhanced online payment is processed by Licensor on behalf of Licensee's Merchant Location, Licensor will notify the Administrative User of that Merchant Location via email of a billing summary of transactions and Transaction Fees that have occurred for the month during which the transaction occurred. The Merchant Location will then have forty-eight (48) hours to dispute any transaction amounts or Transaction Fees by notifying Licensor via email at the email address billing@courserewards.com. Upon the expiration of the forty-eight hour period, Licensor will reimburse Merchant Location via check the gross transactions amount less 7.5% Transaction Fees (hereinafter referred to as “Settlement”). Merchant Locations with physical presence in the United States of America may receive a discount of 2% of the Transaction Fee rate based on acceptance of Settlement payment via PayPal.

LICENSEE'S RESPONSIBILITIES

Licensee is responsible for any and all activities that occur under Licensee's user accounts and shall abide by all applicable local, state, national and foreign laws, treaties and regulations in connection with use of the Service. Licensee shall: (i) notify Licensor immediately of any unauthorized use of any password or account or any other known or suspected breach of security; (ii) report to Licensor immediately and use reasonable efforts to stop immediately any copying or distribution of Content that is known or suspected by Licensee or its users; (iii) assure that use of the Service shall at all times comply with all applicable local, state, federal, and international laws, regulations, and conventions, including without limitation those related to data privacy, international communications, and the exportation of technical or personal data; and (iv) not impersonate another user or provide false identity information to gain access to or use the Service.

Licensee is responsible for funding and providing any rewards earned by Card Members under the Service. Under no circumstances shall Licensor be responsible to pay for any loyalty or rewards program rewards earned by Card Members participating in Licensee's loyalty or rewards program.

ACCOUNT INFORMATION AND DATA

Licensee, not Licensor, shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness and copyright of all Licensee Data. Licensor shall not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any of Licensee Data. Upon termination, Licensee's right to access or use Licensee Data immediately ceases, and Licensor shall have no obligation to maintain or forward any Licensee Data.

LICENSOR RELATIONSHIP WITH CARD MEMBERS

Licensee acknowledges and agrees that once a Card Member enrolls in the Service in any way, Licensor attains a necessary relationship with the Card Member and the contact information of the Card Member is NOT considered Licensee's private account information and data as defined in this Agreement. As such, Licensor may fully interact with the Card Member for any commercially reasonable activity, including but not limited to managing rewards account activity, providing dispute resolution between Card Member and Licensee, and email communication. The language of this provision applies even in the scenario where the Card Member was enrolled into the Service by Licensee, at Licensee's facility, or through any other effort by Licensee. Licensor may deliver to Card Member a monthly account statement containing advertising of Licensor's choosing. Licensor may also deliver to Card Member any additional email communications, such as a newsletter, if the Card Member requests delivery of such communication (opt-in).

PROPRIETARY NETWORK

Under the default configuration of the Service, Merchant Locations operating under the same corporate umbrella operate a proprietary Loyalty Program using the Service (hereinafter referred to as a “Proprietary Network”). This means that the points that are awarded to Card Members are “unmetered” and can be awarded at the discretion of the Merchant Location. Card Members are enrolled into a Proprietary Network at the discretion of a Proprietary Network Merchant Location. Points earned at one Proprietary Network's Merchant Location may be used by the Card Member to redeem rewards at another Merchant Location within the Proprietary Network, but not at any other Proprietary Network or Point Sharing Network. Each Merchant Location within a Proprietary Network may establish the point amounts required for each available redemption item, however, the points earned at any Merchant Location of a Proprietary Network are available to any other Merchant Location of the Proprietary Network.

PARTICIPATION IN OPTIONAL POINT SHARING NETWORK(S)

Course Rewards or an Authorized Reseller may organize and operate a point sharing network (hereinafter referred to as “PSN”) using the Software and Service. Participation in a PSN means that points can be earned at any Merchant Location that participates in the PSN can be redeemed at any other PSN participating Merchant Location for Card Members that have joined the PSN. Card Members will have the ability to join a Proprietary Network as well and in this event, the Proprietary Network rules will apply to such Card Member. Each Merchant Location has the ability to determine the amount of points required for each redemption item that is available to a Card Member of the PSN. PSN membership is optional for Merchant Locations. A Merchant Location may participate in a PSN in addition to their own Proprietary Network.

Merchant Location PSN Card Membership Sales

PSN Card Membership may be sold at a PSN participating Merchant Location. In this event, the Merchant Location designate the sale of the PSN Card Membership using the Software, collect the specified funds for the sale of the PSN Card Membership using the Merchant Location's point of sale, and assign a PSN Card to the new PSN Card Member. The Merchant Location may earn a commission for the sale of said PSN Card Membership. Course Rewards will provide a Network Invoice for any amounts due from the sale and collection of the PSN Card Membership less any earned commissions. Such Network Invoice must be paid using PayPal within 30 days of receipt or Merchant Location's account will be considered in arrears.

Point Bank

In order to offer some equity in the redemption of points by Merchant Locations in a PSN, Course Rewards or the Authorized Reseller may establish a Point Bank wherein the points given out as rewards must first be purchased for an established rate. Purchasing points provides the Merchant Location a bank of points from which reward points are allocated to PSN Card Members. Under a Point Bank, all redemptions of PSN Card Members will result in payment to the Merchant Location that accepts the redemption at a rate established by Course Rewards or the Authorized Reseller for the value of Point Bank Points less a transaction fee established by the Authorized Reseller.

TERM AND TERMINATION

The Initial Term of this Agreement is one year from the date Licensee joins the Service by completing the online subscription form. This Agreement will automatically renew, for a term equal in duration to the Initial Term, upon the expiration of the Initial Term or any renewal term. Either party may terminate this Agreement effective upon 30 days written notice. In the event of Termination, Licensee may no longer accept or process any reward program card or identification bearing Licensor's name or logo or any other trademark or reference to Licensor. In the case of free trials, notifications provided through the ordering process indicating the period of the free trial shall constitute notice of termination. Licensee agrees and acknowledges that Licensor has no obligation to retain the Licensee Data, and may delete such Licensee Data, more than 30 days after termination.

TERMINATION FOR CAUSE

Any breach of Licensee's payment obligations or unauthorized use of the Service will be deemed a material breach of this Agreement. Licensor, in its sole discretion, may terminate Licensee's password, account or use of the Service IMMEDIATELY if Licensee breaches or otherwise fails to comply with this Agreement. Licensee agrees and acknowledges that Licensor has no obligation to retain the Licensee Data, and may delete such Licensee Data more than 30 days after termination.

REPRESENTATIONS AND WARRANTIES

Each party represents and warrants that it has the legal power and authority to enter into this Agreement. Licensor represents and warrants that it will provide the Service in a manner consistent with general industry standards reasonably applicable to the provision thereof and that the Service will perform substantially in accordance with the user documentation under normal use and circumstances. Licensee represents and warrants that it has not falsely identified itself nor provided any false information to gain access to the Service.

DISCLAIMER OF WARRANTIES

LICENSOR AND ITS LICENSORS MAKE NO REPRESENTATION, WARRANTY, OR GUARANTY AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, TRUTH, AVAILABILITY, ACCURACY OR COMPLETENESS OF THE SERVICE OR ANY CONTENT; LICENSOR AND ITS LICENSORS DO NOT REPRESENT OR WARRANT THAT (A) THE USE OF THE SERVICE WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA, (B) THE SERVICE WILL MEET LICENSEE'S REQUIREMENTS OR EXPECTATIONS, (C) ANY STORED DATA WILL BE ACCURATE OR RELIABLE, (D) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY LICENSEE THROUGH THE SERVICE WILL MEET LICENSEE'S REQUIREMENTS OR EXPECTATIONS, (E) ERRORS OR DEFECTS WILL BE CORRECTED, OR (F) THE SERVICE OR THE SERVER(S) THAT MAKE THE SERVICE AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS;(III) THE SERVICE AND ALL CONTENT IS PROVIDED TO LICENSEE STRICTLY ON AN "AS IS" BASIS; AND (IV) ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS, ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW BY LICENSOR AND ITS LICENSORS.

NETWORK DELAYS

COURSE REWARDS' SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. LICENSOR IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS.

LIMITATION OF LIABILITY

IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY EXCEED THE AMOUNTS ACTUALLY PAID BY AND/OR DUE FROM LICENSEE IN THE ONE (1) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM. IN NO EVENT SHALL EITHER PARTY AND/OR ITS LICENSORS BE LIABLE TO ANYONE FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES OF ANY TYPE OR KIND (INCLUDING LOSS OF DATA, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE) ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THIS SERVICE, INCLUDING BUT NOT LIMITED TO THE USE OR INABILITY TO USE THE SERVICE, OR FOR ANY CONTENT OBTAINED FROM OR THROUGH THE SERVICE, ANY INTERRUPTION, INACCURACY, ERROR OR OMISSION, REGARDLESS OF CAUSE IN THE CONTENT, EVEN IF THE PARTY FROM WHICH DAMAGES ARE BEING SOUGHT OR SUCH PARTY'S LICENSORS HAVE BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

LOCAL LAWS AND EXPORT CONTROL

This site provides services and uses software and technology that may be subject to United States export controls administered by the U.S. Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, and other U.S. agencies and the export control regulations of the European Union. User acknowledges and agrees that the site shall not be used, and none of the underlying information, software, or technology may be transferred or otherwise exported or re-exported to Afghanistan, Burma, Cuba, Iraq, Iran, Libya, Sudan, or any other countries to which the United States and/or the European Union maintains an embargo (collectively, "Embargoed Countries"), or to or by a national or resident thereof, or any person or entity on the U.S. Department of Treasury's List of Specially Designated Nationals or the U.S. Department of Commerce's Table of Denial Orders (collectively, "Designated Nationals"). The lists of Embargoed Countries and Designated Nationals are subject to change without notice. By using this site, User represents and warrants that it is not located in, under the control of, or a national or resident of an Embargoed Country or Designated National. User agrees to comply strictly with all U.S. and European Union export laws and assumes sole responsibility for obtaining licenses to export or re-export as may be required.

Licensor makes no representation that the Service is appropriate or available for use in other locations. If Licensee uses the Service from outside the United States of America, Canada, the United Kingdom and/or the European Union, Licensee is solely responsible for compliance with all applicable laws, including without limitation export and import regulations of other countries. Any diversion of the Content contrary to United States, Canada, the United Kingdom or European Union (including European Union Member States) law is prohibited. None of the Content, nor any information acquired through the use of the Service, is or will be used for nuclear activities, chemical or biological weapons, or missile projects, unless specifically authorized by the United States Government, Canadian Government, United Kingdom or appropriate European body for such purposes.

NOTICE

Licensor may give notice by means of a general notice on the Service, electronic mail to the Administrator User, or by written communication sent by first class mail or pre-paid post to Licensee's address on record in Course Rewards' account information. Such notice shall be deemed to have been given upon the expiration of 96 hours after mailing or posting (if sent by first class mail or pre-paid post) or after sending (if sent by email) AND RECEIVING a reply (via email) a response from Course Rewards to the sent email. Licensee may give notice to by email to notices@courserewards.com or by first class mail to the address listed in paragraph two of this Agreement.

MODIFICATION OF TERMS

Licensor reserves the right to change the terms and conditions of this Agreement or its policies relating to the Service at any time and shall notify Licensee by posting an updated version of this Agreement on the Service. Licensee is responsible for regularly reviewing this Agreement. Continued use of the Service after any such changes shall constitute Licensee's consent to such changes.

ASSIGNMENT

This Agreement may not be assigned by Licensee without the prior written approval of Licensor but may be assigned by Licensor to (i) a parent or subsidiary, (ii) an acquirer of assets, or (iii) a successor by merger. Any purported assignment in violation of this section shall be void.

SEVERABILITY

If any provision(s) of this Agreement shall be held to be invalid, illegal, or unenforceable by a court or other tribunal of competent jurisdiction, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

GOVERNING LAW

This Agreement shall be governed by the laws of the State of Colorado without reference to conflict of laws principals. The parties hereby consent to the personal jurisdiction of the courts of the State of Colorado and waive their rights to venue outside of Broomfield County, Colorado.

Last Modified December, 2010