Introduction. These “Terms of Service” apply to the use of the Cloops website (the “Site”) by you (as individual, or your employer if your use is on behalf of your employer, collectively “you”, “your” or “User”). Cloops, Inc. (“Company”, “we” or “our”) provides the Site and the services accessed in connection with the Site (collectively, the “Program”) to you pursuant to these Terms of Service. We reserve the right at any time to change these Terms of Service or otherwise change the Site. Any changes we make will be effective immediately upon posting such changes to the Site. Your continued use of the Site and/or participation in the Program will be deemed acceptance of such changes. Be sure to return to this page periodically to ensure familiarity with the most current version of these Terms of Service.

IF YOU DO NOT ACCEPT THESE TERMS OF SERVICE, PLEASE DO NOT USE THE SITE OR PARTICIPATE IN THE PROGRAM.

1. Program. These Terms of Service will apply to all Users, including without limitation (a) Users that are merchants that offer deals and related content ("Deals"), products and services (a “Merchant”) and (b) Users that request, purchase or use Cloops (a “Consumer”). Merchants may offer Deals for sale through the Site which allow Consumers to purchase goods or services from Merchant at a discounted price by a certain date. You must be at least 18 years old and a resident of the United States to participate in the Program. All others are prohibited from using the Site. If you use the Site on behalf of a company or other entity (including but not limited to a Merchant), you must be an authorized representative with the authority to bind the company or entity to these Terms of Service.

2. Content. By accepting and agreeing to these Terms of Service, if you are a Merchant, you grant Company the worldwide perpetual, irrevocable, fully transferable right to reproduce, distribute, transmit, modify, display, perform and otherwise use in any manner the deals, offers, discounts, trademarks, service marks, graphics, artwork, photographs, text and other material and content that you provide us (collectively, the “Content”), in any and all formats or media, whether now known or hereafter developed, including without limitation on the Site, in Deals, incorporating Content into emails, text messages to mobile devices and other electronic communications (collectively, “Electronic Messages”) and distributing such Electronic Messages to Consumers and for any and all marketing or other purposes as Company may determine in its sole discretion. Merchants further agree not to assert any claims against Company for any use of the Content. As a Merchant, you acknowledge and agree that if you allow any third party access to your account, Company assumes no liability, and shall have no liability, for any actions or inactions taken by such third party with respect to your account. You further agree that any Content shall abide by any editorial guidelines, content restrictions, and/or specification requirements that Company may post on the Site from time to time.

Users that are not Merchants, including, but not limited to, Consumers, hereby grant to Company a worldwide perpetual, irrevocable, fully transferable right to reproduce, distribute, transmit, modify, display, perform and otherwise use in any manner any text, image, content or other material provided to Company or posted on the Site, in any and all formats and media, whether now known or hereafter developed, including without limitation on the Site or any other website, and for any and all purposes as determined by Company in its sole discretion.

In addition, Users,(whether you are a Merchant or a Consumer) shall not provide or post any Content that: (i) is or contains false, misleading, or deceptive information (such as a “bait-and-switch” tactic), does not constitute a legitimate, bona fide discount that can be honored by its offeree in accordance with its terms, or involves any unethical or fraudulent business practice; (ii) does not conspicuously disclose all applicable material limitations or conditions associated with a Deal or promotion; (iii) is, or is likely to be perceived by an intended recipient or target to be, obscene, lewd, lascivious, filthy, or indecent, with intent to annoy, abuse, threaten, or harass another person; or relate to any illegal products or services; (iv) violates any rights of others, including but not limited to, infringement of any proprietary right, copyrights, trademarks, patents, trade secrets or any right of publicity; (v) libels, defames or slanders any person, or infringes upon any person's privacy rights; (iv) contains or embodies any computer virus, harmful component or corrupted data; (vi) adversely affects the performance or availability of the Program for any user(s) (including, without limitation, use of any device, software or routine to interfere or attempt to interfere with the proper working of the service or the taking of any action that imposes an unreasonable or disproportionately large load on the Program's infrastructure); (vii) impersonates any person or entity, including without limitation, Company personnel; (viii) attempts to solicit or collect any personal data whatsoever from the Program; (ix) violates any applicable local, state, national, international or foreign law, including, but not limited to, laws relating to the export of prohibited or restricted information to foreign nationals or nations as set forth in the rules and regulations of the United States Department of State and the United States Department of Commerce; (x) provides support or resources (or to conceal or disguise the nature, location, source or ownership of support or resources) to any organization(s) designated by the United States government as a terrorist organization; (xi) violates the Cloops Guidelines; or (xii) involves any unethical or fraudulent business practice (collectively “Inappropriate Content”).

Users and Merchants may not provide any personal photographs or photographs that may be deemed as infringing upon the trademarks of other parties unless express permission has been granted by the trademark owner. Company has the right to remove any photos or any image on the Site in its sole and absolute discretion without further obligation to any User.

If you are a Merchant, you cannot offer or advertise any Deal, discount, offer or any other product or service through the Site or the Program that is obscene, pornographic, or involves the sale of or is related to alcoholic or tobacco products, online businesses with no physical storefront, drugs, illegal substances, and any related products or services, prescription pharmaceuticals, weapons, firearms, ammunition, fireworks, or any other violent products or services, sexual or adult content, dating websites, ringtones, illegal downloads of software, media, or other copyrighted content, online gambling, hate or violent text advocating against any individual, group, or organization, bulk marketing products, multi-level Marketing programs, scams, or pyramid schemes, inflammatory religious content, inflammatory political content or is otherwise illegal or in violation of any law, rule, regulation or order.

Merchants shall not state or imply that their Content or their products and services is in any way sponsored or endorsed by Company. Merchant shall not use the Cloops® service mark or associated logos, without express written permission of the Company, except on Deals issued pursuant to the Program. Each User agrees and acknowledges that Company is not affiliated with any Merchants and is not responsible in any way for any Content, products or services offered or provided by Merchants.

Each User acknowledges and agrees that Company does not independently investigate, warrant, or guarantee the accuracy or use of any Content, the operations or business practices of any Merchant, any product or service or discount promoted or offered by a Merchant, or related to the Content, and you accept all risks associated with the Content and use of the service as a condition to participation in the Program.

3. Registration Information. You agree to: (a) provide accurate, current and complete information about yourself as prompted by our registration form (including your email address) and (b) maintain and update your information (including your email address) to keep it accurate, current and complete. You acknowledge that, if any information provided by you is untrue, inaccurate, not current or incomplete, we reserve the right to immediately terminate your participation in the Program without notice to you. Company reserves the right to investigate, at its own discretion, any activity that may violate these Terms of Service, including but not limited to any engagement in any activity prohibited by these Terms of Service. By registering, you agree and acknowledge that we may send you email notifications regarding your account, Deals you purchased, promotions and other information regarding Cloops and the Merchants. You have the right unsubscribe to such notifications at any time.

4. Deals – Merchant Obligations

A. Upon approval by Company, Merchant may offer Deals for sale through the Site which allow Consumers to purchase goods or services from Merchant at a discounted price by a certain date. All Deals offered by Merchants must be at a discount amount that is greater than all other discounts they provide to their customers by any other means. Company shall work with Merchant to determine the terms of its Deals, including the dollar value and type of services to be provided, the expiration date on the discount offer portion of the Deal, the discounted price to be paid by the Consumer for the Deal, and any other terms and conditions applicable to the Deal, provided that Company reserves the right in its sole discretion, but shall not be obligated, to reject, revise, edit or discontinue publishing any Deal or to require Merchant to edit or modify a Deal for any reason (including, but not limited to, correcting typographical errors and bad grammar), provided that Merchant is solely responsible for, and Company shall have no responsibility for, any errors, omissions or inaccuracies in any Deal, whether issued through the Site or not. Company shall further have no responsibility for, and Merchant agrees to release and hold harmless Company from and against, any claims, losses or expenses relating to, any Deals or Deal notifications accidentally sent to a Consumer whether it is a result of Merchant’s error or an error in any system operated by Company.

B. Merchant agrees that Company shall collect the cash amount paid by the consumer for the Deal, which can be paid by credit card or debit card or other payment device as specified by the Company. Company shall be entitled to deduct a commission and, if applicable, a transaction and handling fee (“Commission”) equal to a percentage of the cash paid for each Deal sold through the Site. The Commission percentage will be specified on our website and is subject to change from time to time by Company in its sole discretion, with or without notice. Any posted change to the Commission will apply to any and all Deals purchased after the date of the posting. After each payment period, Company will issue Merchant a payment in the form of a check or any other means determined by the Company in its sole discretion, based on the total number of Cloops Vouchers (“Cloops Vouchers”) redeemed during the payment period, less the applicable Commission. Merchant agrees to provide all information requested by Company in order to facilitate payments.

C. Users must print their purchased Deals in the form of printed Cloops Vouchers. Company provides a way for Users to print their Cloops Vouchers on the Site after they purchase a Deal. Merchant is solely responsible for honoring and redeeming its Deals for the full value of the offer and for providing the goods or services described on its Deals. Merchants must allow Deals to be transferable, and so the Merchant cannot deny the redemption of a Cloops Voucher merely because the name of the person on the Cloops Voucher is different from the person redeeming it, unless the Merchant determines that the Cloops Voucher was fraudulently or otherwise improperly obtained. Merchant is solely responsible for any and all risks of loss, fraud, theft or damage in connection with the offer, sale, use or redemption of Deals and Cloops Vouchers. Merchant is responsible for marking Cloops Vouchers as used once they are redeemed. Company may provide a service via its website or telephone to facilitate this process, but Company has no responsibility to Merchant for any Cloops Vouchers that are redeemed more than one time.

D. If required by applicable law, Merchant will honor and redeem the full amount paid for the Deal after the expiration of the discount offer. For example, if a Consumer paid $30 for a Deal that allowed the Consumer to purchase $60 worth or products and services, but did not redeem the Deal by the expiration date, if required by law, Merchant agrees to honor the Deal in the amount of $30 after the expiration date. Merchant is solely responsible for ensuring that all of the Merchant’s Deals comply with any and all applicable laws, including, but not limited to, any state, federal or international law, rule or regulation relating to gift cards, gift certificates or similar instruments. Merchant is also solely responsible for reporting and paying any unredeemed Cloops Vouchers or any unredeemed amounts on Cloops Vouchers to the applicable governmental entity if such payment is required under any applicable abandoned property or unclaimed property law or any equivalent thereof.

E. If a Merchant issues a cash refund to a customer for any reason on a Deal they have sold through the Site, then Merchant is not entitled to a refund of the Commission charged by Company in connection with the issuance of that Deal. If Company issues a refund for any reason, Company reserves the right to charge back to Merchant the cash amount of the refund plus any handling or processing fee.

F. Merchant is ultimately responsible for collecting any and all sales or other taxes that may be imposed by any jurisdiction in connection with the sale or redemption of Deals. Merchant agrees to indemnify and hold harmless Company from and against any losses, expenses (including reasonable attorney’s fees), penalties, losses and claims arising from the payment of or failure to pay such sales or other taxes.

G. If a Merchant closes or goes out of business, then Merchant is still responsible for honoring any and all Cloops Vouchers issued and not redeemed to the extent required by law, and if Merchant fails to do so, Merchant is responsible for refunding all payments received from Company for any issued, but unredeemed Cloops Vouchers.

5. Deals – Consumer Obligations

A. Consumers may purchase Deals through the Site. Company reserves the right to charge Consumers a transaction fee in addition to the purchase price of the Deal. Consumers understand and agree that the Deal is a discount offer that has been issued as a part of a Merchant’s promotional program, and therefore, may have an expiration date. Cloops Vouchers are not redeemable after the expiration date, except to the extent a Merchant is required to redeem the cash amount paid for the Deal after the expiration date under applicable law.

B. The Cloops Voucher must be redeemed in one single transaction and can only be redeemed once. You shall not make multiple copies of Cloops Vouchers or redeem, or attempt to redeem, or assist others to redeem, the same Cloops Voucher more than once; such acts are prohibited and considered fraudulent. A Consumer must print out the Cloops Voucher in order to redeem it at the Merchant unless otherwise specified on the Cloops Voucher itself. If you redeem a Cloops Voucher for less than its face value, you are not entitled to a credit or cash for the difference between the face value and the amount that was redeemed, except as may be required by law. For example, if you purchase a Deal with a $50 face value at a restaurant, but only spend $40 for a meal, you will not be entitled to a credit or cash refund of $10, unless such credit or cash refund is required by law. If you spend more than the face value of the Deal, you are responsible for paying the difference.

C. Consumer agrees that Merchant is solely responsible for honoring and redeeming the Deal and Cloops Voucher and for providing the goods and services specified in the Deal. Consumer agrees that Company is not obligated to redeem the Cloops Voucher, provide the goods and services specified in the Deal, or provide any refunds on the Deal if a Merchants fails to redeem the Deal or fails to provide the goods and services specified in the Deal, or if you are dissatisfied in any way with the goods and services. Consumer understands and agrees that Company makes no guarantees or warranties about any product or service offered by a Merchant, is not responsible for bad services or defective products provided by Merchants, and is not responsible any Content in a Deal or on a Cloops Voucher. Company will attempt to work with a Merchant if you have concerns about a Deal, but Company has no liability to Consumer if a Merchant fails to honor a Deal, except that Company sole and exclusive’s liability to an Consumer, and Consumer’s sole and exclusive remedy, in connection with any Deal is limited to a refund of the amount paid for the Deal if the conditions in that Guarantee are met. To the maximum extent permitted by law, you waive, release and discharge Company from any and all claims, losses, damages, liabilities, expenses and causes of action arising out of your purchase or use of the Deal, the Merchant’s failure to redeem any Deal, the goods and services provided by a Merchant in connection with a Deal, or your satisfaction with the goods and services provided by a Merchant in connection with a Deal.

D. Consumers may only use the Site for purposes of reviewing and purchasing Deals. Consumers shall not reproduce, copy, distribute, transmit, perform or display any Content or other material on the Site or provided through the Program, including, but not limited to, using any Content or images on the Site for any purpose other than to view them in connection with purchase of a Deal and to print out a purchased Cloops Voucher. Consumers shall not abuse the Site or the Program or systems through which Deals are provided.

E. Company may issue promotional codes (“Promo Codes”) from time to time in appreciation for a Consumer’s purchases or loyalty to Cloops or a Merchant that offers Deals through the Site. The Promo Codes are only good up to the dollar amount indicated for future purchases of Deals. Promo Codes must be used in a single transaction. There is no cash redemption for amounts that not used (unless a cash redemption required by law). Promo Codes are not transferable and can only be used once by the person to whose account it was issued. Consumers are prohibited from using a Promo Code more than once, including attempting to use the same Promo Code through a different or multiple accounts. Promo Codes have expiration dates, after which they cannot be used. Other restrictions may apply to Promo Codes as indicated when they are issued to the Consumer. Except as noted in this Section 5.E., Promo Codes are subject to all terms and conditions of this Terms of Service.

F. Consumers must follow all of the terms and conditions and fine print expressly stated with each deal. Terms and conditions may vary by deal.

6. Prohibited Uses. User shall not, and shall not authorize or encourage any third party to act in any way that violates these Terms of Service or any Program policies posted on the Company Site, including but not limited to the Deal Guidelines, as may be revised from time to time (or as may be applicable pursuant to any other agreement between User and Company) or engage in any action or practice that reflects poorly on Company or otherwise disparages or devalues Company’s reputation or goodwill. User acknowledges that any violation of any of the foregoing is a material breach of these Terms of Service and that Company may at any time reject any Content that violate these Terms of Service as well as pursue any and all applicable legal and equitable remedies against User, including all available civil or criminal remedies.

7. Affiliate Referrals. The Merchant will be provided a unique permalink URL that they can copy and paste to the Merchant’s website and that can be used to refer either Customers or other Merchants to the Company’s Site. As long as Merchant has an active account with the Company, and is not in breach of these Terms of Service, any Customer that is first referred to Company through the Merchant’s unique permalink URL and is not an existing Customer shall be designated a “Referred Customer” of that Merchant; and any Merchant that is first referred to Company through Merchant’s unique permalink URL and is not an existing Merchant shall be designated a “Referred Merchant.” Subject to the terms and conditions herein, and in accordance with the referral fee percentage and procedures set forth by Company, which may be amended by Company from time to time, Company will pay to the Merchant the specified referral fee based on net amounts actually received by Company from(a) sales of Deals to Referring Customers that occurs during the same session immediately after they come to the Site directly from the Merchant’s permalink (except no referral fee will be paid on sales of Deals by the Merchant itself that may occur during that or any other session) and (b) sales of Deals to any Customer that purchases a Deal from a Referred Merchant. Company will pay User’s earned balance within approximately thirty (30) days after the end of the calendar quarter in which the commission was earned. Notwithstanding the foregoing, if the earned balance of referral fees in Merchant’s account for a given payment period is not at least one hundred dollars ($100) U.S., the amount shall be rolled over for payment in the next successive payment period when the balance reaches the one hundred dollars ($100) U.S. minimum. In the event the Agreement is terminated (and such termination is not as a result of User's breach of any term or condition), Company will pay Merchant’s earned balance of referral fees within approximately thirty (30) days after the end of the calendar quarter in which the Agreement is terminated. (In no event, however, shall Company be responsible to make any payment for any earned balance less than ten dollars ($10) U.S.; such amounts will be deemed forfeited by User upon termination.) If Merchant is past due on any payment to Company in connection with the Program or is indebted to Company for any sums, Company reserves the right to withhold payment of the referral fees until all outstanding amounts due have been made or to offset referral fees owed to Merchant by amounts owed by Merchant to Company. Merchant must provide and maintain accurate contact and payment information associated with Merchant’s account, including but limited to Merchant’s social security number or federal tax identification number (FEIN). Merchants who are not U.S. residents must complete and return IRS form W-8BEN. The completed form must be faxed to Company at 1.866.732.5697. Merchant is solely responsible for providing and maintaining accurate contact and payment information associated with Merchant's account.

NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED ABOVE, COMPANY RESERVES THE RIGHT TO, IN ITS SOLE DISCRETION, DETERMINE OR MODIFY ANY AND ALL ASPECTS OF ITS AFFILIATE REFERRAL PROGRAM, WITH OR WITHOUT ADVANCE NOTICE, AND RESERVES THE RIGHT TO CANCEL THE AFFILIATE REFERRAL PROGRAM (OR ANY MERCHANT’S PARTICIPATION IN THAT PROGRAM) AT ANY TIME WITH OR WITHOUT COMPENSATION TO YOU.

8. Term and Termination. These Terms of Service shall commence on the date that User agrees to these Terms of Service by clicking the “I Agree" checkbox, and shall continue until these Terms of Service have been terminated. Company may revise and terminate these Terms of Service at any time and for any reason, provided any revisions will only apply to transactions or purchases of Deals occurring after the posted date of such revisions. Users can deactivate their Merchant accounts at any time, provided the Merchant account has no currently active Deals Cloops Vouchers and all Deals it has sold have been fully redeemed. Users can deactivate their User accounts upon notice to Company, provided that no User account can be deactivated if there is an active Merchant account still associated with it. Please check the FAQs periodically as to whether the deactivation feature is available and if so, the procedures for deactivating accounts. Any deactivation of any account is subject to the obligations in Section 10 below.

9. No “Spam”; No Click Fraud. Content is intended to operate in conjunction with ordinary, everyday Electronic Messages. User agrees that it will not, nor authorize any of its Users to facilitate, encourage or assist in the distribution of unsolicited bulk commercial communications (“spam”); including without limitation violating any provision of the CAN-SPAM Act of 2003.

10. Obligations on Termination; Orderly Transition. Upon the termination of these Terms of Services or the deactivation of its User account or Merchant account subject to the surviving terms and conditions herein, User and Merchant shall cease using the Program to issue Deals or other offers, but Merchant shall remain fully and completely responsible for honoring and redeeming, or for any refunds issued in connection with, any Deals or other offers issued by or on behalf of Merchant prior to the effective date of such termination or deactivation. Notwithstanding the foregoing, paragraphs 9 through 18 shall survive the termination of these Terms of Service.

11. Publicity; Press Releases. Merchant agrees that Company may use any Merchant’s name and logo in press releases, presentations, marketing materials, customer lists, financial reports, Site listings of Providers and similar publications. User must first obtain Company's written consent (which will not be unreasonably withheld or delayed) to use Company trade names and trademarks.

12. Representations and Warranties. User represents and warrants that (a) all of the information provided by User to Company to enroll in the Program is true, accurate, complete and correct; (b) User has all necessary right, power, and authority to enter into these Terms of Service and to perform the acts required of User hereunder; and (d) User has complied and will continue to comply with all applicable laws, statutes, ordinances, and regulations as may be applicable to User. User represents and warrants that it is not subject to any restrictions that would prevent or impair the entry, execution or performance of these Terms of Service or any material term contained in these Terms of Service.

13. No Warranty. COMPANY MAKES NO WARRANTY, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION WITH RESPECT TO THE SITE, THE PROGRAM, THE COMPANY'S TECHNOLOGY AND THE CONTENT (INCLUDING ADS, COUPONS, DEALS AND LINKS), AND EXPRESSLY DISCLAIMS THE WARRANTIES OR CONDITIONS OF NONINFRINGEMENT, MERCHANTABILITY, AND FITNESS FOR ANY PARTICULAR PURPOSE. THE USER ACKNOWLEDGES THAT THE DEALS PROVIDED UNDER THE PROGRAM ARE PROVIDED BY THIRD PARTY MERCHANTS AND COMPANY SHALL NOT BE LIABLE TO ANY USER FOR THE DEALS OR THEIR CONTENT PROVIDED UNDER THE PROGRAM, INCLUDING WITHOUT LIMITATION IF THE APPLICABLE MERCHANT FAILS TO HONOR THE DEAL AND CLOOSP VOUCHER, EXCEPT AS MAY BE PROVIDED IN THE COMPANY GUARANTEE, AS AMENDED BY COMPANY IN ITS SOLE DISCRETION. Except as may otherwise be specifically and explicitly warranted in these Terms of Service, Company provides all of its technology and services herein on an “as is”, “where is”, “with all faults” basis and without any warranties whatsoever, express or implied, statutory or otherwise. Company does not warrant that the Site and its technology will be uninterrupted, error-free, available or operational at any particular time, or that any known defects will be corrected. Company shall not be liable to Merchant, and Merchant shall indemnify and hold Company harmless from, the success of any Deal, Deal promotion, including Deal redemption that exceeds Merchant's expectations."

14. Limitation of Liability. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, NEITHER COMPANY, NOR ITS SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES OR ANY RELATED PARTY SHALL HAVE ANY LIABILITY TO USER OR TO ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES OR ANY LOSS OF REVENUE OR PROFITS ARISING UNDER OR RELATING TO THIS AGREEMENT, EVEN IF ANY OF SAID PARTIES HAD BEEN ADVISED OF, KNEW OF, OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES. Each party acknowledges that the other party has entered into these Terms of Service relying on the limitations of liability stated herein and that those limitations are an essential basis of the bargain between the parties. Without limiting the foregoing, neither party shall have any liability for any failure or delay resulting from any act of God, governmental intervention, power failure, act of terrorism, or other action beyond that party's reasonable control. TO THE MAXIMUM EXTENT PERMITTED BY LAW, COMPANY’S MAXIMUM AGGREGATE LIABILITY TO YOU FOR ANY CAUSES WHATSOEVER, AND REGARDLESS OF THE FORM OF ACTION (WHETHER SUCH LIABILITY ARISES DUE TO NEGLIGENCE, BREACH OF CONTRACT, MISREPRESENTATION OR FOR ANY OTHER REASON), WILL AT ALL TIMES BE LIMITED TO THE AMOUNT PAID, IF ANY, BY YOU TO COMPANY IN CONNECTION WITH THE SITE IN THE 6 MONTHS PRIOR TO THE ACTION GIVING RISE TO LIABILITY. SOME STATES LIMIT THE EXCLUSION OR LIMITATION OF REMEDIES AND SO THE ABOVE PROVISIONS MAY NOT APPLY TO YOU.

15. Indemnity. User agrees to indemnify, hold harmless and defend Company, its agents, affiliates, subsidiaries, directors, officers, employees, and applicable third parties (e.g. relevant advertisers, syndication partners, licensors, licensees, consultants and contractors) (collectively “Indemnified Person(s)”) from and against any and all third party claims, liability, loss, and expense (including damage awards, settlement amounts, and reasonable legal fees), brought against any Indemnified Person(s), arising out of, related to or which may arise from User’s use of the Program, the Site(s), and/or User’s breach of any term of these Terms of Service. Merchant further agrees to indemnify, hold harmless and defend the Indemnified Persons from and against any and all third party claims, liability, loss, and expense (including damage awards, settlement amounts, and reasonable legal fees), brought against any Indemnified Person(s), arising out of, related to or which may arise out of the offer, sale or redemption of the Deals, the goods or services provided by Merchant to any customers in connection with the Deals, any Content posted to the Site or provided in a Deal or Cloops Voucher, or any violation of any law, rule, regulation or order in connection with the sale, offer, redemption or other use of the Cloops Voucher or the goods or services relating thereto.

16. Company Rights. User acknowledges that Company owns all right, title and interest, including without limitation all rights in and to the Cloops® trademark, servicemark, Company technology on the Site and all intellectual property related thereto, and User will not acquire any right, title, or interest in or to the Site or the Program. User will not modify, adapt, translate, prepare derivative works from, decompile, reverse engineer, disassemble or otherwise attempt to derive source code from any Company technology, Company service, or any other element of Company's Site, Program or other intellectual property. Cloops is a registered trademark of Cloops, Inc. and may not be used without the express written permission of Cloops, Inc.

17. Claims of Copyright Infringement. The Digital Millennium Copyright Act of 1998 (the “DMCA”) provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under U.S. copyright law. If you believe in good faith that materials hosted by Company infringe your copyright (for example, images in Deals), you (or your agent) may send us a notice at copyrights@cloops.com, attention Intellectual Property Administrator, requesting that the material be removed, or access to it blocked. The notice must include the following information: (a) a physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; (b) identification of the copyrighted work claimed to have been infringed (or if multiple copyrighted works located on the Company Site are covered by a single notification, a representative list of such works); (c) identification of the material that is claimed to be infringing or the subject of infringing activity, and information reasonably sufficient to allow Company to locate the material on the Site; (d) the name, address, telephone number and email address (if available) of the complaining party; (e) a statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent or the law; and (f) a statement that the information in the notification is accurate and, under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed. If you believe in good faith that a notice of copyright infringement has been wrongly filed against you, the DMCA permits you to send Company a counter-notice. Notices and counter-notices must meet the then-current statutory requirements imposed by the DMCA; see http://www.loc.gov/copyright/ for details.

18. Miscellaneous. These Terms of Service cannot be assigned by User without the express written consent of Company. These Terms of Service shall be governed by, and construed in accordance with, the internal laws of the State of California, without reference to principles of conflicts of law. The parties agree that the courts of the State of California located in Los Angeles County, California, shall have exclusive jurisdiction over any dispute arising from or relating to these Terms of Service. The parties agree that the prevailing party shall be entitled to recover its reasonable legal fees, costs and disbursements incurred in connection with any litigation relating to these Terms of Service from the non-prevailing party. This paragraph shall not limit any party’s right to obtain any provisional or equitable remedy, including, without limitation, injunctive relief from any court of competent jurisdiction, as may be necessary in the sole judgment of such party to protect its rights. These Terms of Service constitute the entire agreement between the parties regarding the subject matter contained herein and supersedes all prior and contemporaneous undertakings and agreements between the parties, whether written or oral, with respect to the subject matter herein.