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MARKETING SERVICE AGREEMENT

This Agreement governs the respective rights, duties and obligations of you and Village Savings. Both parties agree to be bound by this Agreement’s definitions, services, terms, and conditions referred herein. In consideration of the mutual covenants, agreements, warranties, and representations made and contained here, the receipt and sufficiency for which are hereby acknowledged, both parties hereby agree as follows.

Village Savings uses commission-based affiliate marketing companies to enable you to compare offerings and shop from affiliate merchant partners as well as to register for a Village Savings (or the “Site”) account to receive Cash Back from Affiliate Merchant Partners. This Terms and Conditions document explains your potential payments provided, timing of potential payments, and rights as well as the Site’s responsibilities. You agree that you have read, understood, agreed, and consent to be bound by all said Terms and Conditions and any future amendments or updates to said Terms and Conditions. You shall be responsible for checking this page for updates and shall not hold Village Savings responsible if you do not learn of the modifications. If you do not agree with any modification, you shall terminate your use of this Site.

1. Definitions. For the purposes of this Agreement, the terms set forth below shall have the following meanings:

1.1. Affiliate Merchant Partner (“Merchant”): any business, individual, or other entity that authorizes a link to their portal for the purpose of offering one or more products or services as well as potentially providing Cash Back for Qualified Purchases.
                        1.2. Cash Back: the amount of money a Member becomes eligible to receive from a Merchant for making a Qualified Purchase from said Merchant and the potential amount equals the specified percentage or flat amount on net purchases using this Site and is subject to the Terms and Conditions of this Agreement. Cash Back shall be Pending, Available, or Earned as described later in this Agreement.
                        1.3. Member: any individual or entity that completes a registration form for a free account or paid account that also i) visits the Site, ii) reviews and compares Merchants, products, services, Cash Back, messages, or other information, iii) post messages, iv) shops for products or services, or v) is eligible for Cash Back.
                        1.4. Online Account: a management system at www.villagesavingsonline.com for checking the status of Cash Back.
                        1.5. Qualified Purchase: transaction that is eligible to receive Cash Back subject to the Terms and Conditions of this Agreement.
                        1.6. Users: any individual or entity that i) visits the Site, ii) reviews and compares Merchants, products, services, potential Cash Back, messages or other information, or iii) shops for products or services . A User is not eligible for Cash Back.

2. The Service.

2.1. Program Overivew. Village Savings shall enable Users to review and compare Merchants, Cash Back, messages on the Site, or affiliate links to a Merchant’s website. Users shall neither receive Cash Back nor post messages on the Site. Village Savings shall enable Users to register for an Online Account and become a Member. Member shall register with a unique user name and password. Village Savings shall have the sole discretion and right to approve or reject any specific email service, ISP, or any registration of a User to become a Member. Village Savings shall enable Members to review and compare Merchants, Cash Back, messages on the Site, and affiliate links to a Merchant’s website as well as be eligible for Cash Back from Merchant and post messages on the Site. A User or Member shall be under no obligation to participate or shop with any Merchant.

2.2. Eligibility. Users and Members shall be equal to or older than 18 years of age to participate in posting messages, shopping, or being eligible to receive Cash Back. Members shall maintain only one unique Online Account. Village Savings shall have the right to cancel any and all Online Account(s) in the event the Member has more then one unique Online Account. Members shall only be eligible for Cash Back from a Qualified Purchase (see section 2.5). Members shall have Internet access and a working email address to receive the privileges and benefits from participating in this Site.

2.3. Prohibited Acts: Users and Members shall not conduct any prohibited act for any purpose such as i) use or benefit from any automated machine or computer scripts, software computerized or automated process, robot, spider, scraper or other automated means to access the Site, Online Account, or any Merchant associated with the Site, ii) use or benefit from multiple Online Accounts, iii) overload the Site’s infrastructure, iv) copy, reproduce, modify, create derivatives works, distribute, or publicly display any Site content without expressed written permission from a Village Savings’ officer, v) spam other individuals to join Village Savings via unsolicited email, direct mail, newsgroups, message boards, or other means, vi) interfere or attempt to interfere with the Site’s business activities, vii) bypass restricted Site areas, or viii) manipulated the system. Village Savings shall have sole discretion in determining if a Member shall conducted a prohibited act. In the event that the Member conducted a prohibited act, Village Savings shall cancel that Member’s Online Account and that Member shall forfeit all Pending, Available, and Earned Cash Back. Village Savings reserves the right to pursue to the fullest extent of the law a Member who conducted a prohibited act violating this Agreement.

2.4. Message Posting Service: Any Member message posted on the Site shall express only the views of the Member and does not necessarily reflect the views of Village Saving, its employees or officers. Village Savings shall have the right to have one or more moderators or administrators monitor the content and appearance of messages posted on the Site, but Village Savings shall not be obligated to do so. Village Savings shall not review most messages considering the real time nature and amount of potential posts. Users or Members shall not hold Village Savings responsible for content, accuracy, completeness, or validity of any message posted. Member shall not post false, defamatory, inaccurate, abusive, vulgar, hateful, harassing, obscene, profane, sexually oriented, or threatening information as well as any information invasive of a person’s privacy, violating any law, copyrighted without express authorization, or promoting another website or entity in which Member is an affiliate, employee, owner, or beneficiary as well as in which a conflict of interest exists. Member promoting another website or entity shall authorize Village Savings to charge the sum of $1,000.00 in advertising fees per violating post plus collection and legal fees involved in collecting the debt. Member shall grant Village Savings a perpetual, world-wide, royalty-free license in order to, for any purpose and in any existing or future media, distribute, copy, adapt, reproduce, transmit, and otherwise use content and information a Member posts on the Site. Member shall allow Village Savings to use any ideas, concepts, know-how, or techniques contained in any posting or communication sent to Village Savings without compensating Member and for any purpose whatsoever, including but not limited to developing, manufacturing, and marketing products and services using such information. Users and Members shall not use the Site or postings as part of any advertisement, referral program, chain letter, pyramid scheme, solicitation and links to gambling sites. Users and Members shall be able to contact Village Savings if a post shall potentially be objectionable or in violation of this Agreement. Village Savings shall have sole discretion in determining if material shall be considered objectionable or in violation of this Agreement. Village Savings shall have the sole right to remove any message or violation for any reasons whatsoever. Users and Members shall agree that removing or editing a post shall not occur immediately but shall take time. Member posting information shall indemnify and hold harmless Village Savings, their agents, employees, and officers with respect to any claim based on the appearance, transmission, or content of his or her post.

2.5. Qualified Purchase. Only a Member shall be eligible for Cash Back from making a "Qualified Purchase" from a participating Merchant through links on the Site. A Member shall satisfy the following criteria in order to make a "Qualified Purchase": i) Member shall not conducted a prohibited act (see section 2.3), ii) Member shall have cookies enabled on his or her Web browser, iii) Member must log into his or her account, iv) Member shall connect to the Merchant’s website successfully by clicking on the Merchant's link appearing on the Village Saving’s website, v) Member shall by buy one or more goods or services during the same session immediately following the initial click-through to the Merchant's website, vi) Member shall not use discount, coupon, or promotion codes unless supplied by Village Savings, vii) Member shall not use a gift card or certificate as part of the payment method, and viii) Member shall reside in the United States or Canada. Member shall be eligible to receive Cash Back in the amount of a specified percentage of or flat fee for the purchase order. For example, if a Member on the Site clicks on the specific Merchant link showing 2% as the percentage of Cash Back for making a purchase and the Member purchases $100.00 of goods that qualify at that Merchant then that Member shall be eligible to earn $2.00 subject to this Agreement. Member completing a purchase transaction shall start over to become eligible to earn Cash Back on additional items.

2.6. Cash Back Restrictions. A Merchant shall potentially apply restrictions on eligibility for a Member to receive Cash Back. Village Savings and any Merchant shall not guarantee the posting or timely posting of Cash Back restrictions. The eligible Cash Back posted shall be the maximum amount of Cash Back a Member potentially earns subject to the Terms and Conditions of the User Agreement. The actual percentage or flat fee a Member could potentially earn shall likely be lower as the Merchant shall likely apply a range of percentages or flat fees lower then the maximum amount posted and based on qualifying purchases of a specific good or service. Member shall agree that Village Savings shall not post or be liable for not posting the eligible Cash Back ranges, product information, or any disclaimer specific for any Merchant or item. Sale items may not apply.

2.7. Village Savings and any Merchant shall not guarantee Cash Back even if a Member follows all steps for a "Qualified Purchase". Reasons a Member shall not earn Cash Back include but are not limited to the following: i) Member conducted a prohibited act, ii) Member was under the age of 18, iii) Member did not log into the Online Account, iv) Member did not click the Site’s Merchant link immediately prior to making a purchase, v) Member completed a purchase transaction after clicking on a Merchant link and then completed additional purchases without returning to the Site, vi) Member typed a new web address (URL) in the window opened by clicking on a Merchant link, vii) Member clicked on offers or toolbars from other websites after clicking the Merchant link but prior to completing a purchase, viii) Member allowed too much time between clicking on Merchant link and completing a purchase, ix) Member contacted the Merchant to change the order, x) Member failed to abide by Merchant’s restrictions, xi) Member resided outside the United States or Canada, xii) Member made a purchase using a gift certificate, gift card, RX prescription, pet prescription, extended warranty product, or monthly delivery product (such as “auto-ship” or wait-list" items), xiii) Member returned or cancelled the Qualified Purchase (or a similar event occurred), xiv) Village Savings notified Member that Member or certain purchases were not eligible for Cash Back, and xv) Merchant failed to transmit to Village Savings the eligible Cash Back corresponding to the purchase transaction. A Member shall participate in the Program only for himself or herself and not another party. A Member shall not assign or transfer Pending, Available or Earned Cash Back involving this Program to any third party except as a Village Savings officer expressly permits in writing. Member shall not be allowed to sell, transfer, lend, exchange, pool, or barter any pending, available or actual Cash Back. Village Savings shall have the right to cancel or confiscate any Cash Back assigned, sold, or otherwise transferred in violation of this Agreement. Village Savings shall also have the right to restrict, terminate or forfeit any Online Account and/or any and all Pending, Available or Earned Cash Back.

2.8. Cash Back Modifications Or Reversals. Village Savings shall have the right to reverse or modify a credit to a Pending, Available or Earned Cash Back account if Merchant provides a return, cancellation, or other notification. Village Savings shall also have the right and sole discretion to adjust a Member’s account at any time. A Member who disagrees with Village Savings’ adjusting, modifying or reversing a Member’s Cash Back shall have the sole remedy of discontinuing use of Village Savings. Village Savings shall withhold Cash Back to the Member in the amount equaling a Merchant’s withholdings from Village Savings. Village Savings shall not be responsible for any effect to Member resulting from a Merchant who changed the status of a purchase or Cash Back or withdrew from the Program.

2.9. Dispute, Cash Back Claim And Tracking Issues: All questions or disputes regarding the Program, including without limitation, questions or disputes regarding eligibility for the Program or the eligibility of Pending, Available, or Earned Cash Back or redeeming Cash Back shall be submitted in writing within sixty (60) days of the qualifying transaction to Village Savings by using the customer care request form in the Online Account. Village Savings’ customer care shall contact a Merchant or third party in an attempt to resolve a Cash Back claim a Member files, but Village Savings shall not satisfy the Member’s claim unless the Merchant provides Cash Back for that claim. Village Saving shall not provide Cash Back on a claim unresolved for more than thirty days. Merchant and Village Savings each shall reserve the right to deem any purchase a non-cash back transaction. Village Savings shall not be responsible for tracking problems resulting from i) using Village Savings website incorrectly, ii) disabling cookies, or iii) experiencing computer issues, which shall include but not limited to third-party software, merchant errors, merchant omissions, affiliate tracking mechanism, or unknown causes. The Member shall inform Village Savings by a customer care form in the Online Account within sixty (60) days from the purchase or order date if a discrepancy occurs such as a Cash Back claim request or potential failure or error in receiving Cash Back. Customer care inquiries shall not occur if the Member failed to contact Village Savings within the sixty (60) day period. Member shall deem all transactions accurate if more than sixty (60) days lapses without initiating a claim. Village Savings shall resolve any such disputes at its sole discretion. All interpretations of Program Terms and Conditions shall be at Village Savings sole discretion. In the event that Village Savings makes an error, a Member’s sole remedy shall be no more than the credit of the disputed Cash Back.

2.10. Upgrading From User To Member: Village Savings reserves the right to approve or reject a User registering to become a Member. A Member becomes eligible to receive Cash Back and also receives access to a personal Online Account to track Cash Back information, including a Pending Cash Back, Available Cash Back, and Earned Cash Back balance. Village Savings shall post in the Pending Cash Back within thirty (30) days notification from a Merchant about an approved eligible Cash Back transaction. Village Savings shall potentially move Cash Back from the Pending balance to the Available balance Account after one hundred and fifty (150) days and once the Merchant provides payment, the Merchant’s return period expired, and Merchant or Village Savings made adjustments for returns or other variables. Member shall be eligible to submit a completed Cash Back request form in the Online Account once the Available amount exceeds $10.00. Member shall not be obligated to request Cash Back. Member shall be solely responsible for redeeming Cash Back. Village Savings shall not offer an automatic or periodic redemption mechanism.

2.11. Online Coupons Or Special Offers. Village Savings staff shall potentially enter and post online a coupon or special offer as a free service to Users or Members. Village Savings shall not be responsible for redemption, errors, omissions, or expiration of an online coupon or special offer. User or Member shall be responsible for correctly using a discount, percent off, special pricing, or free offer at the Merchant’s checkout process. A coupon or special offer shall not be valid or combined with any other offer from a Merchant unless otherwise noted. A coupon or special offer from a source other than Village Savings shall nullify any Cash Back from a Merchant. Village Savings shall reserve the right to cancel any Cash Back resulting from a coupon or special offer from a source other than Village Savings. A User or Member participating in specific coupon or offer from this Site shall agree to terms conditions of the offering as an amendment to the Terms or Conditions of this Agreement.

2.12. Modifications And Site Responsibility. Village Savings shall reserve the right to change any and all links, coupons, promotions, or offers in the Site without notice at any time. Village Savings shall provide a venue for obtaining the information contained in this Site and shall not be responsible for the legality of any coupon or offer a Merchant made, the Merchant’s ability to complete the sale of a good or service, or the quality of the Merchant’s good or service. Village Savings shall have no control over a Merchant honoring any good, service, coupon, promotion, or offer. Village Savings shall not guarantee the accuracy or completeness of information in this Site. User or Member shall waive and release Village Savings from any and all claims, demands, actions, actual damages, consequential damages, losses, costs or expenses of every kind and nature, known and unknown, disclosed and undisclosed relating to a dispute with a Merchant whether stemming from this Site or otherwise.

2.13. Redeeming Cash Back. A Member shall request Cash Back only through the request form in the Online Account and only after the Available Cash Back exceeds ten dollars ($10.00). Village Savings shall send Cash Back once a month, typically on or around the last day of every month, through the mail or PayPal address in the Online Account. Village Savings shall deduct a $1.00 administrative fee for sending payment. Village Savings shall not be responsible for lost mail or any other event beyond Village Savings control that prevented the Member from receiving Cash Back. Member shall be responsible for redeeming Cash Back. Village Savings shall not offer any automatic or periodic redemption. Member shall be responsible for any taxes that shall potentially be due on redeemed Cash Back. Pending or Available Cash Back shall have no cash value until a payment shall be deposited and cleared in the Member’s bank or PayPal account. Member shall have no other property rights or legal interest in Cash Back.

2.14. Posting Product And Cash Back Information. Village Savings shall post potentially Merchant, product, and potential Cash Back in various sections in the Site. Village Savings shall make every a reasonable effort to post accurate information. Any individual product or eligible Cash Back that Village Savings displays shall be subject to change and the final price of a product or Cash Back allowed as determined by the Merchant. Neither Village Savings nor the Merchant shall be liable for any pricing or potential Cash Back errors. Merchant shall potentially have tiered Cash Back provisions that may not be posted. The value posted as potential Cash Back is the maximum Cash Back award typically allowed by the Merchant with many Qualified Purchases that could potentially be at a lower level than displayed.

2.15. Additional Member’s Responsibilities. Member shall be responsible for maintaining confidential and accurate Online Account information at all times, including valid email address, passwords, account numbers, contact, and other account information. Member shall also be responsible for reviewing his or her account balance on a regular basis and that all his or her Cash Back has been notated properly. Village Savings shall have sole discretion to both review any account and make any adjustment to a registered user’s account at any time. A Member shall only have the recourse to terminate his or her account and use of this Program if the Member shall not agree to a Village Savings’ adjustments to his or her account. Member shall not receive any refund in whole or part for terminating a registered account involving a fee. Village Savings reserves the right to terminate a Member’s Online Account for abusive activity, fraudulent activity, no longer having a valid e-mail address, for no longer having a valid phone number, or not responding within two weeks to communication sent to the Member. Village Savings shall not be responsible for Merchant’s changing, discontinuing, withdrawing from the Program or for any effect on accrual of Cash Back or potential Cash Back caused by such changes, discontinuance, or withdrawal. Village Savings shall be entitled to act on instructions received under a Member’s password on behalf of that Member and in connection with the Member’s account. Village Savings shall not be responsible for any credits or debits made to the Member’s Online Account as well as losses or liabilities incurred by the Member resulting from a third party who possesses or uses the Member’s password or account information.

2.16. Information Sharing. A Member or User shall authorize Village Savings to disclose to third parties any information the Member or User provides to Village Savings or Village Savings obtains about a Member or User to: (i) Village Savings’ agents, advisors, or affiliates including but not limited to any independent auditor, consultant or attorney; (ii) comply with government agency or court orders or requests; or (iii) redeem or transfer Cash Back. User or Member shall authorize Village Savings to receive any account information from a Merchant, including but not limited to information regarding the Qualified Purchase such as the products ordered, the order number, the time and date the Qualified Purchase occurred, the email address entered for the Qualified Purchase, and other information. Member shall hold harmless the Merchant for any information disclosed to Village Savings. Village Savings shall use information collected from a User or Member as the Privacy Policy sets forth. User and Member shall read the Privacy Policy to understand Village Savings’ practices involving collecting and using information.

2.17. Restrictions. Except as and to the extent expressly authorized herein by Village Savings, User or Member shall not conduct in regard to the Village Savings, Site, Online Account, or related information or any portion or element thereof any of the foregoing: i) copy, reproduce, distribute or otherwise make available, ii) translate, adapt, enhance, create derivative works of or otherwise modify, iii) decompile, disassemble or reverse engineer, or extract ideas, algorithms, procedures, workflows or hierarchies, iv) provide to third parties; or v) use in any other manner or remove, destroy, obscure, or alter. The foregoing restrictions on reverse engineering shall not apply only to the extent reverse engineering is explicitly permitted by mandatory provisions of applicable national legislation, the provisions of which legislation do not permit the prohibition by contract of such reverse engineering, subject to the following: In countries where mandatory provisions of national legislation permit certain limited reverse engineering for interoperability purposes, if User or Member believes that User or Member requires information related to the interoperability of the Software with other programs, User or Member shall not reverse engineer the Software to obtain such information but instead shall request such information from Village Savings. Upon receiving such a request from User or Member with respect to such a country, Village Savings shall reasonably determine whether User or Member requires such information for a legitimate purpose, and, if so, Village Savings shall either itself implement such interoperability information or provide such information to User or Member within a reasonable time and on reasonable conditions. In the case that Village Savings informs User or Member that the information will not be provided or implemented, and if User or Member wishes to reverse engineer the Online Account to ascertain, derive and/or appropriate for any reason or purpose the source code or source listings as permitted by the mandatory provisions of national legislation, it shall inform Village Savings in writing at least fifteen (15) days in advance.

3. Fees.

3.1. Fees. Users shall have free access. Members shall pay according to the plan designation selected at registration.

3.2. Payment Plan Modification. User or Member shall agree Village Savings reserves the right to modify, suspend or terminate any Payment Plan at any time. Village Savings shall post changes to the Payment Plan in the User Agreement accessed in User or Member’s Online Account or possibly as a courtesy by e-mail or mail notification to the User or Member. User or Member shall accept Payment Plans changes unless User or Member notifies Village Savings in writing as specified in the Agreement or Addendum A.

3.3. Member Cancellations. Village Savings shall not return any fees paid but upon notice of cancellation from a Member shall discontinue any ongoing fees.

4. Term and Termination.

4.1. Term. This Agreement shall become effective on the date set forth in the signature block at the end of this Agreement and shall renew automatically each year until either Party terminates this Agreement as provided herein

4.2 Termination. Village Savings reserves the right to terminate the Program or an Online Account at any time with notice in whole or in part. Member shall have sixty (60) days from the date of termination notice transmitted to the email address or message posted in the Online Account to redeem Cash Back, subject to Terms and Conditions in this Agreement. Village Savings shall not be responsible for failing to notify any Member of terminating the Program or Online Account where such failure resulted from an inaccurate email address, a Member failed to check email online, or a Member failed to inform Village Savings of an email address change. A Member shall be able to cancel his or her Online Account at any time by using the account cancel interface in the Online Account. Village Savings shall close an Online Account immediately upon cancellation. A MEMBER SHALL UNDERSTAND AND AGREE THAT UPON CLOSING HIS OR HER ACCOUNT, THE MEMBER’S RIGHT TO PARTICIPATE SHALL CEASE AND ALL PENDING AND AVAILABLE CASH BACK IN HIS OR HER ACCOUNT AT SUCH TIME, HOWEVER AND WHENEVER ACCUMULATED, SHALL BE FORFEITED. Village Savings reserves the right to modify this Agreement from time to time, with or without notice. Village Savings shall endeavor to notify a Member in the event of a modification to the Program; however, Village Savings shall not be responsible if the Member does not learn of the modification. A Member continuing to participate in the Program or having access to his or her Online Account after such modification shall be deemed to be accepting any such modification. A Member or User shall be responsible to view this Village Savings Agreement page regularly to determine whether this Agreement has been modified. A Member shall cease participating in the Program if the Member shall not agree to any modification of this Agreement. Any failure to comply with the Program Terms and Conditions, any fraud or abuse, or any misrepresentation of any information furnished to Village Savings by a Member or anyone acting on a Member’s behalf may result in the termination of the Member’s account and the forfeiture of all Pending, Available, or Earned Cash Back.

4.4. Survival. The provisions of Section 5 (Warranties, Covenants and Representations), 6 (Indemnification), Section 8 (Exclusion Of Certain Damages / Limitation Of Liability), Section 9 (Confidential Information), Section 10.3 (Arbitration And Governing Law), and Section 10.10 (Miscellaneous) shall survive any termination or expiration of this Agreement.

4. Warranties, Covenants and Representations. User or Member shall not hold Village Savings responsible for any loss of time, loss of revenue, opportunity costs, or any other loss resulting from making a purchase through this Site or an inability to receive any Cash Back, inability to access its Online Account, or from the use of this Site due to a technical or non-technical issue.

5. Indemnification. User or Member hereby agrees to defend, indemnify, and hold Village Savings and its officers, directors, shareholders, agents, employees, successors and assigns harmless from and against any and all claims, demands, liabilities, losses, damages, actions, judgments and expenses, including reasonable fees and expenses of attorneys, paralegals and other professionals (the “Claims”), arising out of, or related to i) use of this Program, ii) any breach by User or Member of any material provision of this Agreement, iii) infringement by a user or any other person or entity using a Member’s account, intellectual property, or other right of any person or entity, iv) any threatening, libelous, obscene, harassing or offensive material contained in any Member’s communication, or iv) any purchase of good or service through use of this Site. User or Member agrees to pay all litigation costs (including costs of any appellate bonds and investigation expenses), settlement payments, and any and all damages awarded or resulting from any such claim, suit or proceeding relating to use of this Site.

7. DISCLAIMER. VILLAGE SAVINGS PROVIDES THE PROGRAM “AS IS” AND “AS AVAILABLE”. EXCEPT AS OTHERWISE SET FORTH IN THIS AGREEMENT, EACH “PARTY” DISCLAIMS ALL WARRANTIES AND CONDITIONS, EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. VILLAGE SAVINGS DOES NOT REPRESENT OR WARRANT THAT THE SERVICE PROVIDED TO USER OR MEMBER UNDER THIS AGREEMENT WILL OPERATE SECURELY, WITHOUT INTERRUPTION OR ERROR FREE. EACH “PARTY” ACKNOWLEDGES THAT IT HAS NOT ENTERED INTO THIS AGREEMENT IN RELIANCE UPON ANY WARRANTY OR REPRESENTATION EXCEPT THOSE SPECIFICALLY SET FORTH HEREIN. VILLAGE SAVINGS SHALL HAVE NO RESPONSIBILITY FOR ANY SERVICE OR SERVER OUTAGES OR ANY FAILURE OF USER OR MEMBER’S EMAIL SYSTEM, FAX SYSTEM OR INTERNET ACCESS.

8. EXCLUSION ON CERTAIN DAMAGES / LIMITATION OF LIABILITY. USER SHALL AGREE THAT VILLAGE SAVINGS SHALL NOT BE LIABLE FOR ANY COSTS OR DAMAGES ARISING OUT OF A DISPUTE BETWEEN THE USER AND ANY PARTICIPATING MERCHANT, AND THE USER HEREBY EXPRESSLY WAIVES ANY SUCH CLAIM AGAINST VILLAGE SAVINGS AND ITS MEMBERS, OFFICERS, DIRECTORS, EMPLOYEES, PARENTS, SUBSIDIARIES, AGENTS AND REPRESENTATIVES. VILLAGE SAVINGS DOES NOT MAKE ANY REPRESENTATIONS OR GUARANTEES REGARDING ANY GOODS OR SERVICES AFFILIATE MERCHANTS OR SUPPLIERS OFFERED OR PROVIDED IN CONJUNCTION WITH THE PROGRAM. VILLAGE SAVINGS DOES NOT MAKE ANY REPRESENTATIONS THAT ACCESS TO THIS SITE WILL BE UNINTERRUPTED OR ERROR-FREE, AND VILLAGE SAVINGS ASSUMES NO RESPONSIBILITY FOR ANY DAMAGE CAUSED BY A USER’S ACCESS, OR INABILITY TO ACCESS, THIS SITE, INCLUDING, BUT NOT LIMITED TO, A USER’S INABILITY TO RECEIVE CASH BACK BY PURCHASING ITEMS WITH AN AFFILIATE MERCHANT. IN NO EVENT SHALL VILLAGE SAVINGS BE LIABLE FOR ANY DAMAGES, CLAIMS OR LOSSES INCURRED (INCLUDING WITHOUT LIMITATION COMPENSATORY, INCIDENTAL, INDIRECT, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES), HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY ARISING IN CONNECTION WITH THE PROGRAM; ANY ACT OR OMISSION BY VILLAGE SAVINGS IN ADMINISTERING THE PROGRAM; OR THE PURCHASE OR USE OF ANY GOODS OR SERVICES OF MERCHANTS OR SUPPLIERS, EVEN IF VILLAGE SAVINGS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, CLAIMS, OR LOSSES AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. SOME STATES DO NOT ALLOW LIMITATIONS ON INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO A USER IN THAT STATE. NOTWITHSTANDING THE FOREGOING, IN NO EVENT SHALL VILLAGE SAVINGS BE LIABLE TO THE USER OR MEMBER FOR AN AMOUNT IN EXCESS OF THE AMOUNTS ACTUALLY PAID BY USER OR MEMBER TO VILLAGE SAVINGS IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT FOR THE APPLICABLE SERVICE. THESE EXCLUSIONS AND LIMITATIONS SHALL APPLY EVEN IF ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

9. Confidential Information. Confidential Information shall mean any information about Village Savings that is proprietary and confidential and shall include all business, financial, technical and non-technical material marked or designated by Village Savings as “confidential” or “proprietary” and information which, by the nature of the circumstances surrounding the disclosure, ought to be treated in good faith as confidential. Confidential Information shall not include information that i) is in the public domain; ii) enters the public domain without breach of this Agreement; or iii) the receiving User or Member lawfully receives from a third party without restriction on disclosure and without breach of a nondisclosure obligation. Member or User shall agrees i) to not disclose to any third party or use any Confidential Information disclosed by Village Savings except as this Agreement expressly permits, and ii) to take all reasonable measures to maintain the confidentiality of all Confidential Information of Village Savings in its possession or control, which shall in no event be less than the measures used to maintain the confidentiality of its own information of similar importance. Notwithstanding the foregoing, a User or Member may disclose Confidential Information i) to the extent required by a court of competent jurisdiction, other governmental authority or otherwise as required by law or ii) on a “need-to-know” basis under an obligation of confidentiality to its legal counsel, accountants, banks and other financing sources and advisors. The Terms and Conditions of this Agreement shall be deemed to be the Confidential Information of Village Savings and, subject to the exceptions stated above, shall not be disclosed without the written consent of Village Savings. The Online Account and information within the Online Account shall be deemed to be Confidential Information of Village Savings and shall not be disclosed to any third party without the written consent of a Village Savings Officer. Any interoperability information supplied under Section 2.16 or obtained through reverse engineering permitted hereunder shall be treated as Confidential Information under this Agreement’s Terms and Conditions.

10. General Provisions.

10.1. Assignment. The User or Member shall not assign its rights or duties hereunder, without the prior, expressed written consent of a Village Savings officer. Subject to the foregoing, the Terms and Conditions of this Agreement shall bind and inure to the User or Member’s successors and assigns.

10.2. Force Majeure. Village Savings shall not be liable in any way for its failure to perform hereunder, if such failure is occasioned by any of the following: war; fire; flood; interruption of transportation; embargo; accident; explosion; governmental orders, regulations, restrictions, priorities or rationing; strike, lockout or other labor problems; or any service outages, power failures, server outages or any other cause beyond the reasonable control of the non-performing Party.

10.3. Arbitration And Governing Law. Any dispute, controversy or claim arising out of or relating to this Agreement, or the breach of any term or provision hereof shall be settled exclusively and solely by arbitration in the County of Miami-Dade, State of Florida . The Parties agree to use a single arbitrator in accordance with the then prevailing Rules of Commercial Arbitration of the American Arbitration Association, and any award, order or judgment rendered by the arbitrator may be enforced in any court of competent jurisdiction. The decision of the arbitrator shall be final and nonappealable. User and Member shall not be able to amend or modify this Agreement. Member or User acknowledges that irreparable harm to Village Savings would result from the breach of Section 9 and there would be no adequate remedy at law. In furtherance of the foregoing, Member or User hereby waives any requirement for any security for or the posting of any bond in connection with any such equitable remedy. In the event any dispute between the Member or User and Village Savings results in arbitration or litigation, only Village Savings shall be entitled to recover from the User or Member, its reasonable attorneys’ fees and costs, including expert witness fees, if any. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Florida , without regard to its conflicts of laws provisions.

10.4. Notices. All notices, authorizations and consents with respect to this Agreement shall be deemed given i) on the day personally delivered, ii) on the third business day after deposited in the United States mail, postage prepaid, certified or registered, return receipt requested, iii) on the business day after sent by nationally recognized overnight courier, charges prepaid, return receipt requested, or iv) posted by Village Savings on the Site or in the Online Account. All notices, authorizations and consents to be sent to Member or User shall be in the Online Account or mail address in the Online Account. Correspondence to Village Savings shall be sent to the following address:
                        If to Village Savings: 
                        Village Savings
                        1680 Michigan Avenue – Suite 1030 
                        Miami Beach, FL 33139 
                        Attn: Chief Operating Officer

10.5. Partial Invalidity. If any provision in this Agreement is held by a court of competent jurisdiction to be invalid, void, illegal, unenforceable, the remaining provisions shall nevertheless continue in full force and effect without being impaired or invalidated in any way.

10.6. Headings. The captions and headings of the sections and paragraphs of this Agreement are inserted for convenience of reference only, and are not to be taken as part of this Agreement or to control or affect the meaning, construction or effect of this Agreement.

10.7. Interpretation. Member or User and Village Savings agree that any ambiguities in this Agreement, Addendum, or Invoice shall not be strictly construed against the drafter of the language concerned, but will be resolved by applying the most reasonable interpretation under the circumstances, giving full consideration to the intentions of Village Savings at the time of contracting. This Agreement shall not be construed against Village Savings by reason of its preparation.

10.8. Counterparts. This Agreement shall be accepted and binding with use of the Site or registration of an Online Account in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument.

10.9. Authority. Each User or Member executing this Agreement hereby represents that he or she is duly authorized to execute and deliver this Agreement, and that this Agreement is binding upon such individual in accordance with its terms.

10.10. Miscellaneous. Nothing herein contained shall be construed to place the Member or User in a relationship of partners or joint ventures with Village Savings, and User or Member shall not have the power to obligate or bind the other in any manner whatsoever. Failure by Village Savings hereto to enforce, at any time, any term or condition of this Agreement, shall not be a waiver of Village Savings’ right thereafter to enforce each and every Term and Condition of this Agreement. No provision of this Agreement shall be intended to confer upon any person other than the User or Member or Village Savings hereto any rights or remedies hereunder. Village Savings failure to insist upon or enforce strict performance of any provision of the Agreement shall not be construed as a waiver of any provision or right.

10.11. Entire Agreement. This Agreement sets forth the entire agreement and understanding between the User or Member and Village Savings as to the subject matter of this Agreement, and supersedes any prior oral or written agreement between the User or Member and Village Savings on this subject. User, Member, or Village Savings shall not be bound by any conditions, definitions, warranties, understandings, or representations with respect to the subject matter of this Agreement other than as expressly provided for herein, or as duly set forth subsequent to the date hereof in writing posted in this Site.

I accept the Terms of Use. Membership limited to persons residing in the 50 United States.