MERCHANT TERMS OF USE/LIABILITY AGREEMENT

THE FOLLOWING DESCRIBES THE TERMS ON WHICH THE MK2 TECHNOLOGIES, LLC. OFFERS MERCHANTS ACCESS TO ITS ADVANAGEZONE SITE.

Welcome to the user agreement (the "Agreement" or "User Agreement") for MK2 Technologies, LLC. ("MK2"). This Agreement describes the terms and conditions applicable to your use of our services available under the domain and sub-domains of ADVANTAGEZONE.COM (the "Site"). If you do not agree to be bound by the terms and conditions of this Agreement, you will not be permitted to use or access the Site.

You must read, agree with and accept all of the terms and conditions contained in this User Agreement before you may post information regarding your services or products on the Site.

MK2 may amend this Agreement at any time by posting the amended terms on the Site. Except as stated below, all amended terms shall automatically be effective 30 days after they are initially posted on the Site. It is your responsibility to check the Site from time to time and to be aware of any such amended terms and fees. In addition, MK2 will notify you in accordance with your notification preferences. Any request by a merchant to amend this agreement must be agreed to in writing by both MK2 and the requesting merchant. This Agreement is effective upon acceptance.

Membership Eligibility

MK2’s services are available only to, and may only be used by merchants who have received prior approval from MK2. Merchants who engage in the following businesses or whose sites have links to businesses who engage in the following businesses are not permitted to post any materials on the Site: gambling/casino operations, tobacco sales, alcohol sales, pornography, internet services, or providers or suppliers of any type of internet/technology service or product. Furthermore, MK2 reserves the right to deny any merchant from using or posting on the Site if the merchant has services that compete with services offered by MK2.

Fees

You agree to pay the annual fee as determined by MK2. Failure to pay the fee within thirty (30) business days of the expiration of each annual term will result in the immediate termination by MK2 of this Agreement. MK2 reserves the right to increase your annual fee at the end of each 12-month term. This would be in accordance with an increase for all merchants currently utilizing the Site.

In exchange for this Fee, MK2 agrees to permit you to access the Site in accordance with the terms hereof. However, MK2 shall not be obligated to promote or endorse any product or service that you describe on the Site and you will not be permitted to engage in any conduct with respect to the Site that constitutes "advertising" as such term is defined in Treasury Regulation section 1.513-4. For purposes of this provision, MK2 shall be the sole arbiter of whether any content or information constitutes "advertising".

Offer Approval by MK2

MK2 must approve all offers prior to their being posted on the Site. MK2 reserves the right to deny the posting of a specific offer presented by a merchant for approval. MK2 reserves the right to remove any posting from the Site that it deems, in its sole and absolute discretion, does not comply with the terms of this Agreement.

Restricted Activities

Any conduct by you that, in MK2's sole and absolute discretion restricts or inhibits any other user from using or enjoying the Site will not be permitted. You agree to use the Site only for lawful purposes. You are prohibited from posting on or transmitting through the Site any unlawful, harmful, threatening, abusive, harassing, defamatory, vulgar, obscene, sexually explicit, profane, hateful, racially, ethnically, or otherwise objectionable material of any kind, including but not limited to any material that encourages conduct that would constitute a criminal offense, give rise to civil liability, or otherwise violate any applicable local, state, national, or international law.

Termination

Either party may terminate this Agreement without cause by delivering notice to the other party in accordance with the terms of this Agreement; provided however, that MK2 may terminate your access, or suspend your access to all or part of the Site without notice, for any conduct that MK2, in its sole and absolute discretion, believes is in violation of any applicable law or is harmful to the interests of MK2, MK2 employees, or another user.

Should you terminate this Agreement or choose to withdraw activity on your account prior to the expiration of any term, you will not be entitled to nor will you receive a refund of any portion of the fees paid to MK2 under this Agreement.

Liability Limit

IN NO EVENT SHALL MK2, ITS CUSTOMERS, SUBSIDIARIES, AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES OR SUPPLIERS BE LIABLE FOR LOST PROFITS OR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF THE SITE (HOWEVER ARISING, INCLUDING NEGLIGENCE).

MK2’S LIABILITY, AND THE LIABILITY OF ITS CUSTOMERS, SUBSIDIARIES, AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AND SUPPLIERS, TO YOU OR ANY THIRD PARTIES IN ANY CIRCUMSTANCE IS LIMITED TO THE AMOUNT OF FEES YOU PAY TO US IN THE 12 MONTHS PRIOR TO THE ACTION GIVING RISE TO LIABILITY.

Indemnity

You agree to indemnify and hold MK2 and (as applicable) its customers, subsidiaries, affiliates, officers, directors, agents, and employees, harmless from any claim or demand, including reasonable attorneys' fees, made by any third party due to or arising out of your breach of this Agreement, your use of the Site, or your violation of any law or the rights of a third party.

Interactions with MK2 Employees

MK2 is not responsible to facilitate interactions between you and the users that view the Site. MK2 will not, under any circumstances, arbitrate or otherwise resolve disputes between you and any site user. Further, MK2 is not responsible for any acts or omissions of its users arising out of their use of the Site, the manner in which they conduct business with you, or their use of any offers posted on the Site.

Legal Compliance

You shall comply with all applicable domestic and international laws, statutes, ordinances and regulations regarding your use of the Site.

You agree to notify MK2 of any relationship that might constitute a conflict of interest between you and MK2. In particular, if any director, officer, or more than 10% shareholder or partner of your business is a director or officer of MK2, you agree to promptly notify MK2 of such fact.

No Agency

You and MK2 are independent contractors, and no agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by this Agreement.

No Gift or Gratuity

The provision by MK2 of access to the Site is solely in exchange for the receipt of the Fee and is not intended to represent a gift or gratuity in connection with any other contribution that you may have made, or will make, to MK2.

Notices

Except as explicitly stated otherwise, any notices shall be given by postal mail to MK2 Technologies, LLC. Attn: ADVANTAGEZONE.COM Web site, 4650 State Road, Cleveland, OH 44109, or in your case, to the email address you provide to MK2 during the registration process. Notice shall be deemed given 24 hours after email is sent, unless the sending party is notified that the email address is invalid. Alternatively, we may give you notice by certified mail, postage prepaid and return receipt requested, to the address provided to MK2 during the registration process. In such case, notice shall be deemed given 3 days after the date of mailing.

General

This Agreement shall be governed in all respects by the laws of the State of Ohio as such laws are applied to agreements entered into and to be performed entirely within Ohio between Ohio residents. We do not guarantee continuous, uninterrupted or secure access to the Site, and operation of the Site may be interfered with by numerous factors outside of our control. If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced. Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section. Our failure to act with respect to a breach by you or others does not waive our right to act with respect to subsequent or similar breaches. This Agreement sets forth the entire understanding and agreement between us with respect to the subject matter hereof.