Co-brand Service Agreement

This Application Agreement (“Agreement”) is entered into by and between Pinnacle Communications International, Inc., a Florida corporation located at 9116 Cypress Green Drive, Jacksonville, Florida 32256 (hereinafter, “Pinnacle”), and the business entity applying for service in the Pinnacle Co-Brand Program (hereinafter, “You”). You and Pinnacle are the “Parties” hereto.

PLEASE READ ALL OF THE TERMS AND CONDITIONS SET FORTH HEREIN BEFORE YOU CLICK “SUBMIT”. BY CLICKING “SUBMIT” YOU: (I) REPRESENT AND WARRANT THAT YOU HAVE READ ALL OF THE TERMS AND CONDITIONS CONTAINED HEREIN AND HAVE REQUESTED ANY ADDITIONAL INFORMATION TO AID IN YOUR UNDERSTANDING OF THE SUBJECT MATTER HEREOF FROM PINNACLE; (II) HAVE SOUGHT THE ADVICE OF YOUR ATTORNEY OR HEREBY KNOWINGLY WAIVE SAME; AND (III) ARE EXECUTING THIS AGREEMENT AND APPLYING TO BECOME A BUSINESS AFFILIATE OF PINNACLE. IF ACCEPTED BY PINNACLE AS A, YOU HEREBY AGREE TO EACH AND EVERY OF THE TERMS AND CONDITIONS SET FORTH HEREIN WITHOUT CONDITION. THIS AGREEMENT CONTAINS SUBSTANTIALLY LIMITED WARRANTIES AND LIMITATIONS OF LIABILITY IN SECTION 15, WHICH, IN ADDITION TO ALL OTHER TERMS HEREOF, MUST BE READ, UNDERSTOOD AND AGREED TO BY YOU.

DO NOT SUBMIT THIS FORM IF YOU DO NOT AGREE TO THE FOLLOWING:

Recitals

Pinnacle is the owner and operator of the Program Website here to referred to as (“the website”). The website is a system whereby, among other benefits, its registered members (“Members”) receive cash back for shopping and referring others to shop on the Internet.

In addition to the aforementioned, Pinnacle provides co-branding opportunities whereby Pinnacle will set up, license, host and operate a co-branded website and such site that, in addition to displaying the trademarks of the website and its retail partners, the trademark of the applicant will be displayed. As part and parcel of the services offered with a Co-Brand Site, Pinnacle provides design and hosting services as well as certain back-office and support.

For purposes of this document, co-branding is generally understood to be the act of identifying an entity or object, such as a Web site, by means of a mark, such as a service mark or trademark, or by any other legally recognized means, as being owned by, controlled by, produced by, or otherwise benefiting, more than one party. In the case of this Agreement the Co-Brand Site is to be owned, controlled, hosted and produced by Pinnacle for the benefit of both Pinnacle and You.

You desire to enter this Agreement to apply for Co-Brand Service with Pinnacle in order to obtain a Co-Brand Site and to utilize the Co-Brand Services pursuant to the terms hereof. Although most applications for Co-Brand Service are accepted by Pinnacle, you understand that Pinnacle, in its sole discretion, may deny this application for any reason or for no reason at all. As such, you should not rely on the provision of any services from Pinnacle prior to Pinnacle’s affirmative acceptance of your application.

NOW THEREFORE, for the mutual covenants and promises set forth herein and other good and valuable consideration, the receipt and legal sufficiency of which are hereby acknowledged by each of the Parties, the Parties hereby agree as follows:

1. Recitals. The Recitals set forth above are true and correct and are incorporated herein by this reference.

2. Term. Subject to the terms and conditions hereof, the initial term of this Agreement shall be for one (1) year (the “Initial Term”). Upon conclusion of the Initial Term, this Agreement shall automatically renew for an additional one (1) year period. The aforementioned additional one (1) year period shall similarly automatically renew upon its conclusion (each such period after the Initial Term is a “Renewal Period”). Each Renewal Period shall automatically renew at its conclusion unless a Party hereto gives notice of its intention not to renew (“Notice of Non-Renewal”) pursuant to Subsection 3.4 below. The Initial Term and any subsequent Renewal Periods constitute the “Term” hereof. An automatic renewal fee may apply, please see Exhibit A.

3. Termination; Non-Renewal. This Agreement may be terminated or not renewed as follows:

3.1. Termination for Cause.

3.1.1. Termination of this Agreement for cause at the election of Pinnacle shall be available and effective upon notice to you, upon: (i) any material breach hereof by you (which includes failure to pay any amount that comes due hereunder, when due); (ii) your gross negligence, willful misconduct, or failure to substantially perform the responsibilities hereunder; (iii) your failure to reasonably cooperate, communicate or otherwise work with Pinnacle for the purposes hereof; or (iv) during the Term hereof, the commission by you (or any party under Your direction) of any unauthorized willful disclosure of any trade secret or confidential information of Pinnacle, or the commission of an intentional act which may be reasonably understood to be damaging to the goodwill of Pinnacle. Throughout this Agreement a variety of examples of material breach are described. Such examples are not exhaustive of all ways you may be in material breach hereof.

3.1.2. Termination of this Agreement for cause at the election of you shall be available upon any material breach hereof by Pinnacle, provided however, that Pinnacle shall have twenty (20) days to cure any material breach alleged by You in such notice.

3.1.3. Notice of termination for cause shall be given pursuant to Section 17 below, entitled “Notice.” In addition, in the case of termination for cause, the terminating Party shall provide within such notice, the cause for termination, which shall include a description by the terminating Party of the material breach alleged to have occurred.

3.1.4. In the event you breach this Agreement in any way, or violate any published policies, you understand that Pinnacle may, at its discretion, either terminate this Agreement immediately without opportunity for cure, or, in our sole discretion we may write to you and demand that you cure such breach or violation within five (5) days or be subject to our termination hereof. Failure on your part to cure such breach or violation in a timely manner and completely may result in termination this Agreement and of your Co-Brand Service by written notification from Pinnacle. In the event of such termination, you understand that we are no longer (effective upon termination) entitled to future earnings or commissions from your business generation or purchases. You understand that you may, in our sole discretion, be reinstated only upon written request by you upon written reinstatement by Pinnacle, but if reinstated you shall then enter the Pinnacle program at entry level and are not entitled to any earnings or commissions except those generated and earned by you following the date of reinstatement.

3.2. Termination Without Cause. Either Party may terminate this Agreement for no cause upon thirty (30) days advance written notice to the non-termination Party. Such notice must be given pursuant to Section 17 below, entitled “Notice.”

3.3. Effect of Termination.

3.3.1. Upon any effort to terminate this Agreement by you (whether for cause or not), such termination shall not be effective unless and until you have: (i) paid all amounts due hereunder; (ii) returned to Pinnacle any property in your possession or control, including but not limited to proprietary or confidential information of Pinnacle; and (iii) provided Pinnacle written certification that you are in possession of no such property and that Pinnacle is not in breach of any material term hereof.

3.3.2. Upon termination of this Agreement (whether for cause or not), Pinnacle shall: (i) thereafter return to you any confidential or proprietary information in Pinnacle’s possession; (ii) be entitled to shut down the Co-Brand Site on the effective date of termination; (iii) be entitled to utilize any or all Member Data (more fully described herein below) obtained through Your Co-Brand Site for any lawful purpose without requirement of consent by You.

3.3.3. No waiver of any right to terminate for cause shall be deemed to exist in the event of a Party’s failure to terminate for cause upon the occurrence of any condition set forth in 3.1.1 or 3.1.2 above. In the event a Party grants a cure period in lieu of termination for cause (or, in the case of 3.1.2 a cure period is required), no waiver of the right to terminate for cause shall be deemed to exist for a subsequent similar condition or any other terminable condition if the non-terminating Party cures the condition. However, if no cure is rendered by the non-terminating Party by the end of the cure period, then termination for cause is preserved as to the condition specified in the notice in the terminating Party’s discretion.

3.4. Non-Renewal. Either of the Parties may give notice of its election not to renew this Agreement prior to the conclusion of the Initial Term or any Renewal Period. The Notice of Non-Renewal shall be provided in writing by the non-renewing Party no less than thirty (30) days prior to the end of the Initial Term or any Renewal Period and must be given pursuant to Section 17 below, entitled “Notice.” Upon expiration of the Initial Term or any Renewal Period upon non-renewal: (i) the Parties shall each return to one another any confidential or proprietary information in their possession; (ii) Pinnacle shall shut down the Co-Brand Site on the effective date of expiration; (iii) Pinnacle shall be entitled to utilize any or all Member data obtained through the Co-Brand Site for any lawful purpose without requirement of consent by You.

4. Commissions. The Co-Brand service in itself does not provide commissions, or any inherit eligibility to earn commissions, to the customer. However, Membership in the Save And Earn program is required and that membership does provide a means by which moneys can be earned, including commissions from qualified purchases your Members make on the Cash Back Mall. Such commissions shall be due and payable directly to You only when (i) our received payment has cleared and (ii) we have issued our final authorization. In conducting your business and earning commissions as a participant you agree to be bound by the Compensation Plan provided on the web site. If you have any question about the commission rates or any aspect set forth in the Compensation Plan, you will give notice of your concern and request clarification. You further agree that in order to be eligible to receive commissions under the Compensation Plan you will make yourself familiar with and abide by all Pinnacle or the website policies, rules or guidelines posted on the website or supplied to you via Electronic Mail notification.

4.1. Additional income opportunities are available and can be provided to you upon request.

5. Marketing Authority. For the purposes hereof, once accepted as a, Pinnacle grants to your non-exclusive authority to distribute, market and sell the products and services of Pinnacle, its affiliates, partners, affiliate partners and subsidiaries, and to introduce other for-profit entities to the Pinnacle Business Affiliate Program and non-profit organizations to the Pinnacle Fundraising Program to market and sell same to consumers throughout the United States and it territories.

6. Participant Responsibilities.

6.1. Conduct. You will operate in a lawful, ethical and moral manner and will use their best efforts to promote the sale and use of the services and/or products offered by Pinnacle to the general public, pursuant to the terms hereof. Any conduct by you which: (i) is contrary to the best interest of Pinnacle, including, maligning or derogating Pinnacle or its business enterprise; (ii) which causes embarrassment, or financial loss of any kind to Pinnacle, including attorneys’ fees or dispute resolution costs; or (iii) subjects Pinnacle to criticism or sanctions from any source, will be in material breach hereof and grounds for immediate termination upon written notification from Pinnacle. You may not sponsor yourself in another position within the website. The use by you of bulk or unsolicited e-mail, (a/k/a “spam”), even if legal, is expressly prohibited. The use of spam by you in your performance of this Agreement is a material breach hereof and grounds for immediate termination. You agree not to market services and/or products competitive to Pinnacle while it is a Pinnacle participant. You must conduct yourself under this Agreement consistent with public interest, and avoid all discourteous, deceptive, unlawful, unfair, misleading or unethical practices. You shall and are encouraged to keep reasonably accurate records and to conduct Yourself in a businesslike manner at all times. You shall abide by all federal, state, and local legal statutes governing the sale or solicitation of the products or service marketed by Pinnacle, including, but not limited to, professional licenses, occupational licenses, solicitation licenses, business licenses, merchant’s licenses, or permits that may be required to perform under this Agreement.

6.3. Return of Items. You understand that resigning participants may return any materials bought from Pinnacle in reusable and resale condition at any time within 45 days of purchase and receive a 90% refund of the purchase price. Shipping costs for returned items shall be the responsibility of the participant. Payment will be made within 45 days of actual receipt of returned items. The terms and longer time periods of the buy-back laws of GA, LA, MA, MD, MT, OK, PR, TX and WY will be honored. Montana participants who cancel within 15 days are entitled to a 100% refund on materials of any consideration given to participate.

7. Participant Restrictions. Failure to comply with participant restrictions in this Section 7 is a material breach of this Agreement.

7.1. Separate Participation. You understand that a partnership, corporation, limited liability company, or similar entity may become a participant of the Pinnacle program. While a participant may enter the Compensation Plan in more than one position, no may sponsor it, nor any other partnership, corporation, limited liability company, or other entity owned or controlled directly or indirectly by the enrolled participant. If a participant chooses to have more than one position in the Compensation Plan, each position will separately earn commissions per the Compensation Plan. Pinnacle will credit purchases, earnings, and commissions to the sponsor of each individual position.

7.2. Certification Claims. You understand that no attorney general or other regulatory authority reviews, endorses, certifies or approves any product, service, Membership, benefit, compensation program or company presented on the website (or otherwise by Pinnacle), and you will make no such claim to any third party. In the event a question shall arise concerning legal compliance by Pinnacle, any inquiry shall be submitted in writing to Pinnacle for review by its legal department.

7.3. Earnings Claims. The participant will make no claims to any third party regarding potential income, earnings, products or services other than that which is stated in this Agreement which includes terms of the Compensation Plan.

7.4. Circumvention. Direct contact by you with any Pinnacle supplier is forbidden. All contacts with suppliers for any reason must be made through and by Pinnacle. A participant shall not make false or misleading statements concerning these relationships and understands that by doing so, Pinnacle may immediately exercise its Termination rights herein. Any participant who contacts or contracts with any Pinnacle service provider and/or partner merchant for the purpose of providing products, programs or services directly to registered Members, customers and/or other participants of Pinnacle will be in material breach hereof.

7.5. Slamming. Slamming includes the unauthorized switching of an individual’s long distance service who has a complaint initiated by a customer claiming to have been slammed, will be given ten (10) days to remedy such matter and notify Pinnacle of the results of the corrective action taken in the situation. If it is determined that the is guilty of slamming, a variety of penalties could result, including but not limited to, being charged the fine and handling charges Pinnacle incurs as a result of the complaint (including fees from government agencies and attorneys’ fees and costs as set forth herein), paying the outstanding long distance bill of the slammed customer, immediate termination as a Pinnacle participant or all of the above. All such fees and costs shall be due and payable by you to Pinnacle upon notice thereof.

7.6. Non-Approved Training Materials. The sale or use of any sales or training materials not provided, produced or approved by Pinnacle to its Members is prohibited and is a material breach hereof.

7.7. Publicity Restriction. Participants are strictly prohibited from representing Pinnacle in any public media and from using uncompensated media forms (including, but not limited to, news releases, articles and television, cable or radio talk show appearances) to promote or publicize Pinnacle or its products. Such a policy is necessary to ensure an accurate and consistent public image.

8. The Co-Brand Services. If you are accepted the following services shall be provided by Pinnacle.

8.1. Development. You understand that the Co-Brand Site is based upon a template provided by Pinnacle. The Co-Brand Site has standard Co-Brand Site features which are set forth in Exhibit A hereto and amended from time to time in Pinnacle’s reasonable discretion. The administrative password and username that you created when signing up for your Account entitles you to edit and upload material in pre-defined areas made available to you through the Co-Branded Services. All programming of the Co-Brand Site shall be performed by Pinnacle, its employees, agents or designees.

8.2. Launch of Co-Brand Site. Upon submission of this application, subject to conditions herein, your Co-Branded site will be automatically available to you for branding and customization. It is the sole responsibility of you as a Participant (through the use of the interfaces provided in the Account Center) to customize and brand the Co-Brand Site. UPON YOUR SUBMISSION OF THIS AGREEMENT AND ACCEPTANCE BY PINNCALE, PINNACLE SHALL LAUNCH THE CO-BRAND SITE AND THE DEVELOPMENT PHASE SHALL BE COMPLETED WITH NO FURTHER DEVELOPMENT OBLIGATIONS HEREUNDER BY PINNACLE.

8.3. Hosting. Pinnacle shall host or cause to be hosted, the Co-Brand Site. Pinnacle will take reasonable steps and make good faith efforts to prevent downtime, however no assurance of zero downtime is given or implied herein by Pinnacle. Pinnacle shall maintain a back-up of the Co-Brand Site in an effort to prevent catastrophic loss of the Co-Brand Site materials. Aside from hosting the Co-Brand Site with the standard Co-Brand Site features, Pinnacle shall have no duty to host any other site or materials, or store any digital data, on behalf of you or for your benefit.

8.4. Tracking. Pinnacle may, in its discretion, implement tracking systems to determine any facts regarding incoming or outgoing traffic with respect to the Co-Brand Site. As reasonably requested by you, Pinnacle, while having no duty, may share such tracking data with you for marketing purposes during the Term hereof.

8.5. Ownership of Content and Website. As between Pinnacle and you, the Domain Name or URL address, any content given to Pinnacle by you under this Agreement or otherwise (with the exception of your trademark licensed under Section 5), and all Member Data and site user data, shall at all times remain the property of Pinnacle. You shall have no rights in such Domain Name or URL address, content or Member Data or user data, other than the limited right to use such Domain Name or URL address and content for the purposes expressly set forth in this Agreement.

8.6. Training Services. Pinnacle will provide you online orientation, training materials, and the tools necessary to conduct the program (“Orientation”).

9. Co-Branding. If accepted, the following co-branding terms and conditions apply.

9.1. Provision of Material. You shall supply your trademark in the form of a graphic file (“.jpg” or “.gif”) to Pinnacle, pursuant to its current specifications requirements for co-branding of the Co-Brand Site (“Your TM”). Once the Co-Brand Site is launched,

9.2. Brand Position. Pinnacle shall place the website and your TM artwork on as many or as few of the Co-Brand Site pages, as available. If you have your own site(s) which you wish to link to the Co-Brand Site, you shall incorporate and utilize the website trademark artwork together with your trademark artwork (as per Pinnacle specifications) and shall use reasonable and good faith efforts to accommodate the positioning and preferences of Pinnacle in your placement of the website trademark artwork as an active hyperlink from your site(s) to the Co-Brand Site.

9.3. Trademark Use and Linking License. You hereby grant to Pinnacle a non-exclusive, non-transferable trademark license to place Your logo on the Co-Brand Site for the purpose of co-branding as contemplated herein. Pinnacle and You hereby grant to each other a non-exclusive, non-transferable trademark license to place the other’s logo, in text or graphic form as provided, on each other’s Web site page(s) for the purpose of electronically hypertext linking to the other’s site. The licenses granted herein shall apply only to the trademark of each Party that is specifically provided to the other Party for the purposes hereof. All use of any Party’s trademark as permitted in this Agreement shall accrue to the benefit of the owner of such trademark, and the other Party shall acquire no right, title or interest in such trademark, other than the license granted herein. Each Party as owner of its marks shall retain sole exclusive rights and control over its trademarks, service marks and trade names. The licenses granted in this Subsection 9.3 are hereby revoked upon the effective date of any termination, non-renewal or expiration of this Agreement. If you do have your own Web site(s) and wish to link to the Co-Brand Site, you may provide hyperlink access to the Co-Brand Site through your site(s). Provided however, no such hyperlink shall pull the Co-Brand Site into a frame within Your site or any other site, or otherwise cause the Co-Brand Site to be a subpart or insertion into Your site or any other site. All hyperlinks to the Co-Brand Site must be direct links to the Co-Brand Site causing it, in its entirety, to: (i) open in a new Web browser instance or a new tab (on a tabbed browser); or (ii) replace entirely the existing Web browser instance or tab (on a tabbed browser).

9.4. Banner or Cube Advertisements. If You and Pinnacle agree to provide each other with banner or cube advertising for posting on each other’s Web sites. Any such advertising shall meet the memory, pixel size, and graphic requirements of the other and shall link to the URL designated by the submitting Party. The Parties may agree to pay one another for cross advertising as set forth in this Section 9.4. If so, the Parties hereby agree to establish such rates in writing and attach such writing hereto as the “Section 9.4 Addendum.” Such rates may be based on cost per thousand ad impressions for each banner and cube ad, or any other methodology the Parties reasonably agree upon. Each Party, as an advertising Party, hereby licenses the use of its trademarks within the banner or cube advertising to the other Party, as an advertiser Party, for so long as such advertising is conducted by one Party with permission of the other. The trademark license shall be limited to the use set forth in any banner or cube advertising agreement between the Parties. Upon cancellation or termination of the banner or cube advertising agreement, the trademark license grated in this Subsection 9.4 shall be automatically revoked.

9.5. Prior Approval. With the exception of standard Co-Brand Site features, both Pinnacle and you shall submit to the other for approval, all content developed by each for the Co-Brand Site, hyper-linking, banner or cube advertising or other posting, prior to placement of such content on a website.

10. Fees. The Co-Brand Services provided herein are unified, proprietary and inseparable by Pinnacle, and your payment, with no right to offset any amount set forth herein, is a condition precedent for Pinnacle’s duties and obligations hereunder. Failure to timely pay any fee, in full, is a material breach of this Agreement is a material breach hereof.

10.1. Scope of Fees. Fees due hereunder for initial consultation, design, construction and hosting of the Co-Brand Site shall be as set forth on Exhibit A entitled “ Site Fees,” attached hereto. Payment of the Site Fees entitles you to the Co-Brand Services.

10.2. Payment of Fees. The Initial Site Fee (provided in Exhibit A) must be paid in full prior to launch of the Co-Brand Site. The Monthly Site Maintenance, Tracking and Limited Support Fee (provided in Exhibit A) is due and payable prior to each month during the Term hereof. The Annual Renewal Fee (provided in Exhibit A) is due and payable prior to the commencement of any Renewal Period. Each of the due dates described above is a “Fee Due Date.” If you are a new with little or no credit history, a personal guaranty of payment or payment in advance of all or part of the Site Fees may, in Pinnacle’s discretion, be required. Pinnacle, in its discretion, may charge interest of 1.5% per month, for each month after the Fee Due Date, in which the fee remains unpaid.

10.3. Additional Services. Upon launch of the Co-Brand Site, if you desire additional services for design or maintenance thereof, Pinnacle or its agents shall provide you such services, as available, at reasonable then-current rates. No other Pinnacle services shall be included in the Co-Brand Site Fees other than those set forth herein.

11. Participant Payments to Pinnacle.

11.1. Purchase of Additional Services. You are not required to subscribe to, or purchase, any of Pinnacle’s additional services (such as the “Powered By” options) not provided hereunder in order to participate in the program. However, if you designate any third party service provider for services related to your activities, all costs for such services shall paid when due. If you become past due in paying any Pinnacle or third party service provider, including payments due hereunder, Pinnacle is entitled to retain any commissions earned by you until such payment is made and received, in full. Non-payment to Pinnacle is a material breach hereof and may result in your terminated as a participant of the Pinnacle program.

11.2. No Refunds. No portion of the fees set forth in Exhibit A are refundable once the Co-Brand Site is launched, except where required by law.

11.3. No Set Off. You acknowledge and understand that your obligation to pay charges incurred by you for any service available on Pinnacle’s Shopping Mall cannot be offset or discounted for any reason.

11.4. Declined Payments. If any payment submitted for products, programs or services of Pinnacle should be declined for any reason, you must make good such declined payment by payment of the exact amount declined, within 3 business days, to Pinnacle. Failure to do so would constitute termination of my participation in the Pinnacle Business Affiliate Program. You agree that failure to pay any amount when due from You to Pinnacle may result in termination for cause of your Co-Brand Service under this Agreement (resulting in the payment of commissions to you only as set forth in Section 4 above). In such event, you will be notified by Pinnacle that your account has been “demoted” from to “Shopper” status. Upon your subsequent payment of the amount due resulting in the demotion, Pinnacle in its sole discretion, may reinstate your status.

11.5. Payment Method. All Fees due hereunder (provided on Exhibit A) may be paid by credit card, debit card, or online check.

12. Member Data. All data (including “organizational” data, and all data obtained directly, indirectly, or as a consequence of or referral to, your Co-Brand Site) collected by the Co-Brand Site which constitutes personal, contact or other information of persons utilizing the Co-Brand Site is “Member Data” which is and shall at all times be property of Pinnacle. Member Data includes not only the information above, but all data on each Member’s web traffic, web tracking, financial information, shopping habits and other traits, as obtained, which Pinnacle may lawfully collect and store. Pinnacle shall have no duty to share, report, provide, copy or otherwise distribute Member Data to you or any third party under this Agreement. Nothing herein shall be deemed or constitutes a license, transfer or other conveyance of any right in and to the Member Data from Pinnacle to you.

13. Membership Data Restrictions. For purposes of this Section 13, the following definitions apply: “Prospective Members” shall be those persons or entities which are identified on the records of Pinnacle as target Members or recruited Members of Pinnacle or the website as of the date of termination or expiration hereof; “Competing Business” means any enterprise providing co-branded online shopping, online shopping or shopping discount services reasonably similar in nature to those of Pinnacle or the website.

13.1. Adequate Consideration. You agree that the mutual covenants set forth herein shall be full and adequate consideration of all Membership Data Restrictions assumed and agreed to by you hereunder.

13.2. Agreement Not to Solicit Current Members or Prospective Members. During the term of this Agreement and for a period of twenty four (24) months after termination or expiration hereof, you shall not (except on behalf of or with the prior written consent of Pinnacle), either directly or indirectly, on your own behalf or on behalf of others: (i) solicit, divert, appropriate to or accept on behalf of a competing business, any Current Member of Pinnacle or the website, or (ii) attempt to solicit, divert, appropriate to or accept on behalf of a Competing Business, any business from any Prospective Member of Pinnacle or the website Current Members.

13.3. Agreement Not to Distribute Member Data and to Return All Member Data Obtained. You acknowledge and agree that Member Data is the sole property of Pinnacle and that nothing herein confers any right upon you to own or possess any Member Data, or to distribute, share, copy, disseminate or otherwise deliver any Member Data to any third party for any purpose. While it is not the purpose of this Agreement to provide any Member Data to you, if you come into possession of same, you shall immediately give notice to Pinnacle of your receipt of such Member Data, which notice shall include how such Member Data was received and the subject Member Data. You shall not copy or otherwise reproduce in any way such received Member Data and shall immediately return same to Pinnacle without demand.

14. Intellectual Property; Trade Secrets and Confidential Information.

14.1. Intellectual Property. Except for the limited trademark license provided by you to Pinnacle under Subsection 9.3 above, all computer code, graphics, applications, applets, routines, or other materials of any kind which are utilized to create and maintain the Co-Brand Site are and shall remain the sole property of Pinnacle. Further, all information or data obtained by the Co-Brand Site (or any other site of Pinnacle) including but not limited to Member data of all types, traffic data, tracking data, payment data, and the like, are property of Pinnacle. Nothing herein is intended or shall serve to transfer any intellectual property rights to you from Pinnacle, and nothing herein is intended or shall serve as a waiver of any right of Pinnacle under laws protecting its intellectual property, such as but not limited to state or federal copyright, trademark, service mark, trade dress or patent laws. Upon any termination, non-renewal or expiration of this Agreement, you shall immediately return all materials in its possession, including but not limited to promotional items, manuals, graphics, confidential information or other materials related to the purposes of this Agreement, to Pinnacle at its offices in Jacksonville, Florida, and certify in writing that you are not in possession of any such materials upon their return to Pinnacle.

14.2. Trade Secrets and Confidential Information. You may be exposed to and receive information relating to the confidential affairs of Pinnacle or its affiliates (such as the website), including, but not limited to, information relating to Pinnacle inventions, licensed patents and patents pending, copyrighted materials, trademarks and service marks; business, product and marketing plans; client and employee lists; pricing and cost information; competitive data; financing; expansion plans; business policies and practices; and other information considered by Pinnacle or any of its affiliates to be confidential and in the nature of trade secrets. You agree that during the Term and thereafter, you will keep such information confidential, not use such information for your benefit or the benefit of any person or entity other than Pinnacle, not disclose such information to any third person or entity without the prior written consent of Pinnacle, and will not take or fail to take any action which will cause the confidential information to lose its confidential nature or cease to qualify as confidential information. This confidentiality covenant shall not apply to any knowledge or information that: (i) is or becomes available to others, other than as a result of a breach by you of any confidentiality obligation to Pinnacle; (ii) was available to you on a non-confidential sis prior to its disclosure to you; or (iii) becomes available to you on a non-confidential sis from a third party who is not bound by any confidentiality obligation to Pinnacle. This confidentiality covenant has no temporal, geographical or territorial restriction.

14.3. Non-Competition. You understand and agree that Subsection 14.2 prohibits you from exploitation of information which is confidential in nature or trade secrets of Pinnacle and the website. you further agree that during the term of this Agreement and for a period of twenty four (24) months thereafter, you shall not directly or indirectly, either for your own account, or as a partner, shareholder, officer, director, employee, agent or otherwise; own, manage, operate, control, be employed by, participate in, consult with, perform services for, or otherwise be connected with any business conducting business in the same as or similar to the business conducted by Pinnacle or the website. In the event any of the provisions of this Subsection 14.3 are determined to be invalid by reason of their scope or duration, this Subsection 14.3 shall be deemed modified to the extent required to cure the invalidity. In the event of a breach, or a threatened breach, of this Subsection 14.3, Pinnacle shall be entitled to obtain an injunction restraining the commitments or continuance of the breach, as well as any other legal or equitable remedies permitted by law.

14.4. Injunctive Relief. Pinnacle shall be entitled to injunctive relief to enforce the provisions of Subsections 14.1, 14.2 and 14.3. You agree that Pinnacle’s services are unique, that Pinnacle’s intellectual property, trade secrets and confidential information, all as described in Subsections 14.1 and 14.2 above are valuable and legitimate business interests of Pinnacle and that Pinnacle will likely suffer irreparable harm in the event of any breach by you. You further agree that monetary damages in such event would be difficult to ascertain but would be substantial and inadequate to compensate Pinnacle. Consequently, Pinnacle shall be entitled, in addition to such monetary relief as may be recoverable by law, to such injunctive or other relief as may be necessary to restrain any threatened, continuing or further breach by you, without showing or proving actual damage sustained by Pinnacle and without posting a bond.

15. WARRANTY LIMITATIONS AND DISCLAIMERS; PROHIBITION OF UNLAWFUL USE; LIMITATION OF LIABILITY.

15.1. WARRANTY LIMITATIONS. PINNACLE MAKES NO WARRANTY OR REPRESENTATION WITH RESPECT TO THE CO-BRAND SITE. THE WARRANTY AND REMEDY PROVIDED ABOVE ARE EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY STATEMENTS OR REPRESENTATIONS MADE BY ANY OTHER PERSON OR FIRM ARE VOID. YOU AGREE THAT YOU HAVE NOT RELIED UPON ANY STATEMENTS OR REPRESENTATIONS BY ANY THIRD PARTIES IN YOUR SELECTION OF PINNACLE AS PROVIDER OF THE CO-BRAND SITE OR AS AN INDUCEMENT TO APPLY FOR Co-Brand Service AND ENTER THIS AGREEMENT.

15.2. NO UNLAWFUL USE. YOU AGREE NOT TO USE, ADVERTISE OR PROMOTE THE CO-BRAND SITE IN ANY UNLAWFUL WAY OR WHERE SIGNIFICANT DAMAGE OR INJURY TO PERSONS, PROPERTY OR BUSINESS COULD OCCUR.

15.3. LIMITATION OF LIABILITY. YOU ASSUME ALL RISK AS TO THE SELECTION, USE, PERFORMANCE, FITNESS, REVENUE GENERATION AND QUALITY OF THE CO-BRAND SITE. IN NO EVENT WILL PINNACLE, ITS OFFICERS AND EMPLOYEES, OR ANY OTHER PARTY WHO HAS BEEN INVOLVED IN THE CREATION, PRODUCTION OR DELIVERY OF THE CO-BRAND SITE BE LIABLE FOR SPECIAL, DIRECT, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF PROFITS OR INABILITY TO USE, OR DOWNTIME, OF THE CO-BRAND SITE, EVEN IF PINNACLE OR SUCH OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL PINNACLE OR SUCH OTHER PARTY’S LIABILITY FOR ANY DAMAGES OR LOSS TO YOU OR ANY OTHER PARTY EXCEED ACTUAL DAMAGES OR $100.00, WHICHEVER IS LESS.

16. Relationship of the Parties. The Parties to this Agreement are independent contractors, and no agency, partnership, franchise, joint venture or employee-employer relationship is intended or created by this Agreement. Neither Party shall have the power to obligate or bind the other Party. As such, you are not authorized to and will not incur any debt, expense, obligation, or open any checking account on behalf of, for, or in the name of Pinnacle. Personnel supplied by Pinnacle shall work exclusively for Pinnacle and shall not, for any purpose, be considered employees or agents of you. Your employees and any personnel you may supply to contribute to the Co-Brand Site Development or in your performance of this Agreement shall work exclusively for you solely at your expense and shall not, for any purpose, be considered employees or agents of Pinnacle. You shall be responsible for all costs associated with your performance under this Agreement. You may work on your own schedule, at your own location and by any lawful means not otherwise prohibited under this Agreement or any other agreement you may enter with Pinnacle. Unless required by law or court order, Pinnacle will not withhold any amount of state or federal tax, social security, FICA or other withholding from payments made to you and you are solely responsible for such withholdings. You will not receive any of the employment benefits that Pinnacle employees receive.

17. Notice.

REGARDLESS OF WHETHER THIS SECTION 17 IS SPECIFICALLY REFERENCED, ALL NOTICES REQUIRED FROM EACH PARTY TO THE OTHER UNDER THIS AGREEMENT SHALL BE GIVEN PURSUANT TO THIS SECTION, IN WRITING, AND SHALL BE DEEMED TO BE GIVEN WHEN SENT VIA ELECTRONIC MAIL AS FOLLOWS:

IF TO PINNACLE, TO: CUSTOMERSERVICE@Save And Earn.COM.

IF TO YOU, TO THE ELECTRONIC MAIL ADDRESS SUPPLIED BY YOU IN THIS, YOUR APPLICATION FOR Co-Brand Service.

IN THE EVENT A NOTIFYING PARTY DISCOVERS THE FAILURE OF ELECTRONIC MAIL, SUCH PARTY MAY, BUT HAS NO DUTY, TO ATTEMPT TO NOTIFY THE OTHER PARTY VIA ANY LAND DELIVERY, VOICE OR FACSIMILE COMMUNICATION (ALTERNATE NOTICE). IN THE EVENT ALTERNATE NOTICE IS ACTUALLY RECEIVED BY THE OTHER PARTY, IT SHALL BE DEEMED VALID WHEN RECEIVED.

18. Miscellaneous.

18.1. Mutual Representations and Warranties. Each Party represents and warrants to the other Party that: (i) it has the requisite corporate or other authority to enter into and perform this Agreement; (ii) this Agreement constitutes a legally binding obligation, enforceable in accordance with its terms; (iii) its execution and performance under this Agreement shall not breach any agreements or violate any third party’s rights and shall not violate any judgment, writ, injunction, or order of any court, arbitrator or governmental agency; and (iv) no content provided, nor any element thereof, shall infringe the copyright, trademark, patent or trade secret rights of any third party or be subject to any restrictions or to any mortgages, liens, pledges, security interests, encumbrances or encroachments.

18.2. Indemnification. You shall indemnify and hold harmless Pinnacle, its officers, directors, employees, other clients, Fundraiser clients, sub-licenses, subsidiaries, affiliated entities, contractors and agents, from any and all claims, losses, liabilities, damages, expenses and costs (including attorneys’ fees and court costs) which result from a breach or alleged breach of any representation or warranty (a “Claim”) set forth in Subsection 18.1 of this Agreement and for any breach by you of this Agreement, provided that Pinnacle gives you notice of any such Claim and you have the right to participate in the defense of any such Claim at your expense. From the date of written notice of any such Claim, Pinnacle shall have the right to withhold from any payments due under this Agreement the amount of any defense costs, plus additional reasonable amounts as security for obligations under this Section. All costs incurred by Pinnacle in defense of any Claim protected by the indemnification shall be immediately due and payable by you upon demand by Pinnacle. The amount of any costs and claims subject to indemnification hereunder shall accrue with interest of 1.5% per month if unpaid upon demand.

18.3. Attorneys’ Fees and Costs. If any amount due hereunder (including but not limited to amounts due which are Site Fees or for indemnification under Subsection 18.2) is sent to a collections agency, attorney or becomes the subject of litigation, you are liable for the payments due, interest charges, the costs and expenses of collections, and attorneys’ fees and costs (including those incurred in any litigation). In the event of any dispute between the Parties which results in litigation, arbitration or the filing of any lawsuit, the prevailing party in such action shall be entitled to recover its reasonable attorneys’ fees and costs from the non-prevailing party, including through any appeals.

18.4. Governing Law; Arbitration; Jurisdiction; Venue. This Agreement shall be governed by the laws of the State of Florida without regard to any conflict of law’s provisions or principles. In the event of a dispute between the Parties arising from this Agreement which the Parties cannot themselves resolve, the Parties shall first attempt in good faith to mediate the dispute (at each Party’s own expense) in-person with a certified Circuit Civil Mediator in Duval County, Florida, as a condition precedent to the filing of any arbitration action or lawsuit. Upon: (i) the failure of the non-aggrieved Party to mediate; or (ii) the failure of the mediation to result in a mutually agreeable outcome, the aggrieved Party may commence to file an arbitration action with respect to claims raised in mediation (or in the aggrieved Party’s notice of intent to mediate, in the event the non-aggrieved Party refuses to mediate) and may bring any reasonably related claims thereto, all without restriction on compulsory counter-claims the non-aggrieved Party may be entitled to bring. The Parties irrevocably and unconditionally submit to the jurisdiction of the State of Florida. The exclusive venue for any mediation and/or arbitration arising hereunder shall be within Jacksonville, Duval County, Florida, and in no other location. Each of the Parties hereby waives all objections to mediation and arbitration and to the jurisdiction and venue provisions set forth herein, including those jurisdiction or venue objections based on inconvenience of forum. The parties agree that no lawsuit in any court may be brought to enforce terms hereof and failing mediation, disputes shall be exclusively resolved by binding arbitration pursuant to the Commercial Arbitration Rules of the American Arbitration Association with arbitration to occur in Jacksonville, Florida. Louisiana participants may choose Louisiana law and may arbitrate in New Orleans. In any arbitration, the arbitrator may award, in addition to declaratory relief, preliminary and permanent injunctive relief and compensatory damages, and shall award reasonable attorneys’ fees and costs to the prevailing party. The decision of the arbitrator will be entitled to enforcement in any court of competent jurisdiction. Notwithstanding anything above to the contrary, this provision shall not be construed so as to prohibit Pinnacle from obtaining preliminary and/or permanent injunctive relief in any court of competent jurisdiction as set forth in Section 14 above

18.5. Assignment. Either of the Parties may assign this Agreement upon the prior written consent of the other Party which consent may be reasonably withheld at the non-assigning Party’s discretion. Notwithstanding, Pinnacle may freely assign this Agreement to a successor in interest who purchases or through change in control owns greater than fifty percent of the assets or equity of Pinnacle and agrees in writing to be bound by the terms and conditions herein.

18.6. Severance. If any provision of this Agreement is found by a proper authority to be unenforceable or invalid such unenforceability or invalidity shall not render this Agreement unenforceable or invalid as a whole and in such event, such provision shall be changed and interpreted so as to best accomplish the objectives of such unenforceable or invalid provision within the limits of applicable law.

18.7. Modification. This Agreement may be modified as set forth in Section 4.4 above, or in a written modification signed by both Pinnacle and you.

18.8. No Third Party Beneficiaries. Pinnacle and you do not intend that this Agreement benefit any third party. No person or entity not a Party to this Agreement shall have any rights hereunder nor shall this Agreement be construed to benefit any third-party.

18.9. No Representations of Regulatory Approval. You understand and agree that no attorney general or other regulatory authority has reviewed, endorsed, or approved any product, services, membership, compensation program or company associated with Pinnacle or the website. You agree that you will make no such claim to any third party. In the event a question shall arise concerning legal compliance of Pinnacle in this respect, you agree to promptly submit such inquiry to Pinnacle, in writing.

18.10. Entire Agreement. This Agreement, together with the electronic form “ Application,” all Exhibits, and the Pinnacle or the website policies, rules or guidelines posted on the website or supplied to you via Electronic Mail, as amended, are hereby incorporated herein, and constitute the entire agreement between the Parties related to the subject matter hereof, and supersede any prior oral or written representations, understandings or agreements pertaining to the subject matter hereof.

EXHIBIT A

SITE FEES

Co-brand service fee when paid annually:  $ 500.00

Co-brand service fee when paid monthly:  $ 50.00