Terms of Use and Acceptable Use Policy

Last updated: May 22, 2018

Access to and use of the 200OK LLC applications (the “apps”), website and/or any other services (collectively, the “services”) that 200OK LLC (the “company”) offers is provided by the company subject to these terms of use (the “agreement”). By accessing, using or registering as a user and/or subscriber of any of the services, you (the “user”) are concluding a legally binding agreement with the company based on the terms of this agreement. If you do not agree with the terms of this agreement, please do not use any of the services.

1. Use of the Services

This is an Agreement for access to and use of the Services and you are not granted a license to any software by this Agreement. Your right to use the Services, including the website, Apps, software, text, graphics, images, look, feel, selection and arrangement, designs, trademarks, service marks, and trade names displayed in connection with the Services, the associated URLs, and other information provided by the Company in connection with the Services (collectively, the “Content”) is limited to your own internal use and you may not (i) copy, modify, transfer, license, sublicense, sell, redistribute, republish, communicate to the public, display, share, distribute, sublicense, adapt, lease, lend, rent or otherwise exploit any of the Content, including the Services, except in accordance with this Agreement, (ii) use any of the Content, including any of the Services, in any unlawful manner, for any unlawful purpose, or in any manner inconsistent with this Agreement; (iii) insert any code, product or material to manipulate the Content in any way that affects any user’s experience, (iv) use the Services in any manner that damages, disables, overburdens or impairs any of our Services or interferes with any other party’s use of the Services, (v) attempt to gain unauthorized access to the Services, or (vi) access the Services other than through our interface. Any action or attempted action that is in breach of this Agreement is a violation of the rights of the Company and/or its licensors. If you breach any restriction contained in this Agreement, you may be subject to prosecution and damages. In addition, limits may apply to the number of campaigns you may undertake each month. Any such limits will be specified in the Company-approved Order Form entered into by you when you subscribe for the Services. You also agree to comply with our Acceptable Use Policy (“AUP”) below.

2. Ownership and Proprietary Rights

You acknowledge and agree that the Content contains valuable intellectual property of the Company and its suppliers and is considered the Company’s and its suppliers’ proprietary information, as applicable. The Content is not sold to our users, and no title or ownership to such Content nor any intellectual property rights embodied therein pass as a result of this Agreement or any act pursuant to this Agreement. All rights to use and access the Content not expressly granted to you in this Agreement are reserved. Nothing in this Agreement will be deemed to grant, by implication, estoppel or otherwise, a license under any existing or future patents of the Company. The Content is protected by copyright, trademark, and other laws of the United States and foreign countries. You may not modify, create derivative works of, or in any way exploit, any of the Content in whole or in part. You may not remove, alter, or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Content. You acknowledge and agree that any feedback, comments or suggestions you may provide regarding the Services (“Feedback”) will be the sole and exclusive property of the Company and you hereby irrevocably assign to us all of your right, title and interest in and to all Feedback, including without limitation all worldwide copyright rights and other proprietary or intellectual property rights therein. 

3. Fees and Payments 

Certain aspects of the Services may be provided for a fee. If you elect to use paid aspects of the Services, you agree to the terms of sale, pricing, payment and billing policies applicable to such fees and charges, posted or linked here and contained in your Order Form. In the event you cancel your subscription, you shall receive no refund or exchange for any unused time on a subscription or for anything else. You acknowledge and agree that you shall be responsible for paying all fees due for the full term of your subscription, whether or not you cancel such subscription prior to the end of such term. All information that you provide in connection with a purchase or transaction or other monetary transaction interaction with the Company must be accurate, complete, and current. You agree to pay all charges incurred by users of your credit card, debit card, or other payment method used in connection with a purchase or transaction or other monetary transaction interaction with the Company at the prices in effect when such charges are incurred. You shall pay all applicable subscription fees, including any sales, excise, service, use or other taxes now or hereafter imposed upon or required to be collected by the Company by any authority in connection with or arising from the Services and/or this Agreement, excluding taxes based upon the Company’s net income. If you prefer to pay by invoice, please contact us at SpeakWith@priceintelligently.com. If the Company agrees that you can pay by invoice, you shall pay each invoice issued by the Company by the applicable due date and in the currency specified by the Company. Any amounts not paid when due shall bear interest at the rate of one and one-half percent (1.5%) per month or the maximum rate allowed by law, whichever is less. From time to time you may engage us to provide consulting services to you. In such cases, additional terms will apply as set forth in the agreement for consulting services entered into by and between you and the Company.  

4. Subscription Term/Renewal/Termination/Free Trial 

A. The initial subscription term shall begin on the effective date of your subscription and shall expire after thirty (30) days unless a longer subscription period is indicated in your Order Form. Unless one of us gives the other written notice that it does not intend to renew the subscription for the same term or at all, your subscription will automatically renew for an additional term equal in length to the prior term at the end of each term (collectively, the "Subscription Term"). If at any time you wish to terminate the Subscription Term, written notice of non-renewal must be sent to the Company either by cancelling your account within the App or sending an email to SpeakWith@priceintelligently.com. All renewal Subscription Terms will be on the current terms and conditions of this Agreement, and subject to the renewal pricing provided for in your Order Form or, if not specified in the Order Form, on our standard pricing available at http://www.priceintelligently.com/pricing. In addition, on renewal, the current product usage limits in your Order Form or listed at http://www.priceintelligently.com/pricing will apply to your subscription, unless otherwise agreed to by you and the Company. For the sake of clarification, no Subscription Term may be cancelled by you before its expiration.  

B. Termination for Cause. Either party may terminate for cause: (i) upon ten (10) days’ notice to the other party of a material breach of this Agreement if such breach remains uncured at the expiration of such period, or (ii) immediately, if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, liquidation or assignment for the benefit of creditors. This Agreement may not otherwise be terminated prior to the end of the Subscription Term.  

C. Suspension for Prohibited Acts. We may suspend your access to the Services for: (i) use of the Services in a way that violates applicable local, state, federal, or foreign laws or regulations or the terms of this Agreement, or (iii) use of the Services in any way that infringes or is alleged to infringe on the copyright or trademark rights of any person or entity. 

D. Suspension for Non-Payment. We may suspend your access to all or any part of the Services upon ten (10) days’ notice to you of non-payment of any amount past due. We will not suspend the Services while you are disputing the applicable charges reasonably and in good faith and are cooperating diligently to resolve the dispute. If the Services are suspended for non-payment, we may charge a re-activation fee to reinstate the Services.  

E. Suspension for Present Harm. If your use of the Services: (i) is creating a security vulnerability for the Services or others, (ii) is consuming excessive bandwidth, or (iii) is causing harm to us or others, then we may, with electronic or telephonic notice to you, suspend all your access to the Services. 

F. Effect of Termination or Expiration. Upon termination or expiration of your subscription, you will stop all use of the fee Services and Content. If you terminate your subscription for cause, we will promptly refund any prepaid but unused fees covering use of the Services after termination. If we terminate your subscription for cause, you will promptly pay all unpaid fees due through the end of the Subscription Term. Fees are otherwise non-refundable.  

G. Retrieval of Customer Data. As long as you have paid all fees owed to us, if you make a written request within thirty (30) days after termination or expiration of your subscription, we will provide you with temporary access to the Services to the extent required to retrieve, or we will provide you with copies of, all Customer Data then in our possession or control. We may withhold access to the Customer Data until you pay any fees owed to us. Thirty (30) days after termination or expiration of your subscription, we will have no obligation to maintain or provide you the Customer Data and may, unless legally prohibited, delete all Customer Data in our systems or otherwise in our control. For the purposes of this Agreement, “Customer Data” means all information that you submit or collect via the Services. 

H. Free Trial. If you register for a free trial of the subscription Service, we will make the subscription Service available to you on a trial basis free of charge until the earlier of (a) the end of the free trial period or (b) the start date of your subscription. If we include additional terms and conditions on the trial registration web page, those will apply as well. During the free trial period, (i) the subscription Service is provided “as is” and without warranty of any kind, (ii) we may suspend, limit, or terminate the subscription Service for any reason at any time without notice, and (iii) we will not be liable to you for damages of any kind related to your use of the subscription Service. Unless you subscribe to the subscription Service before the end of the free trial, all of your data on the subscription Service will be permanently deleted at the end of the trial, and we will not recover it. 

5. Support/Availability 

Support is included in any subscription fee you pay to us.  We attempt to respond to support questions within one business day; in practice, our responses are generally even faster. We do not promise or guarantee any specific response time. We try to make the subscription Services available 24 hours a day, 7 days a week, except for planned down-time for maintenance.  

6. Customer Data 

Customer Data (as defined above) will be and will remain your property. You expressly grant, and you represent and warrant that you have all rights necessary to grant, to the Company, a royalty-free, sublicensable, transferable, perpetual, irrevocable, non-exclusive, worldwide license to use, develop, transmit, distribute, modify, reproduce, publically display, and create derivative works of any Customer Data for the purposes of (a) providing the Services (b) developing, maintaining, supporting, and improving the Services so long as any Customer Data is not reasonably identifiable with an individual; (c) marketing, promoting and advertising the Services so long as any Customer Data is not reasonably identifiable with an individual; and (d) creating and distributing reports so long as any Customer Data is not reasonably identifiable with an individual. For the avoidance of doubt, the Company’s right to use the Customer Data includes without limitation, using Customer Data in aggregate form to create reports, provide and improve the Services, and provide better functionality to our customers.  

7. No Sensitive Information 

YOU AGREE NOT TO USE THE SERVICES TO COLLECT, MANAGE OR PROCESS SENSITIVE INFORMATION. WE WILL NOT HAVE ANY LIABILITY THAT MAY RESULT FROM YOUR USE OF THE SERVICES TO COLLECT, MANAGE OR PROCESS SENSITIVE INFORMATION. FOR THE PURPOSES HEREOF,”SENSITIVE INFORMATION” INCLDUES BUT IS NOT LIMITED TO ANY INFORMATION SUBJECT TO REGULATIONS, LAWS OR INDUSTRY STNARDARDS, INCLUDING THOSE DESIGNED TO PROTECT DATA PRIVACY AND SECURITY, SUCH AS THE HEALTH INSURANCE PORTABILITY AND ACCOUNTABILITY ACT (HIPAA), HITECH, AND THE PAYMENT CARD INDUSTRY DATA SECURITY STANDARDS. 

8. Trademark Notice 

All trademarks, service marks, logos and designs used in connection with the Services, whether registered or unregistered, are owned or licensed by the Company. You may not use or display any trademarks, service marks, logos or designs owned by the Company without our prior written consent. 

9. Your Account 

Prior to accessing and using our subscription Services, you will need to create an account with us (your “Account”). When you create any Account with us, you represent that you are of legal age to form a binding contract and are not a person barred from receiving services under the laws of the United States or any other applicable jurisdiction. To the extent that you provide information in connection with the creation of your Account, you agree (i) to provide accurate, current and complete information; (ii) not to provide any false personal information (including a false username) or create any account for anyone other than yourself without such other person’s permission; (iii) not to use a username that is the name of another person with the intent to impersonate that person; (iv) not to use a username that is subject to rights of another person without appropriate authorization; and (v) not to use a username that is offensive, vulgar, obscene or otherwise in bad taste. You are responsible for maintaining the confidentiality of any passwords associated with your Account, monitoring all activity under your Account, and assuming full responsibility for all activities that occur under your Account (unless we cause a security breach). You agree to notify us immediately if your Account password is lost, stolen and/or disclosed to an unauthorized third party, or otherwise may have been compromised. If you chose to link your Account to any social networking or other online accounts (each, a “Third-Party Account”), the Company may access and retrieve your account information from these sites on your behalf (in some cases by using your user name or password) to make certain information or services available to you through the Services. When you link these other accounts to your Account and/or the Services, you expressly authorize us to access your account information from those third-party accounts on your behalf as your agent and you permit us to access, use and, in some cases, store your account information to accomplish the foregoing. You may only link to other accounts with third parties that are yours. The Company has no responsibility or liability with respect to any Third-Party Account. 

10. Disclaimer of Warranties and Limitation of Liability 

YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT YOU ARE USING THE SERVICES AT YOUR OWN RISK. THE SERVICES AND THE CONTENT ARE PROVIDED ON AN "AS IS" AND “AS AVAILABLE” BASIS WITHOUT ANY REPRESENTATION OR WARRANTY OF ANY KIND, AND THE COMPANY AND ITS AFFILIATES, AGENTS, LICENSORS, CONTENT PROVIDERS, OFFICERS, DIRECTORS, EMPLOYEES, PARTNERS, SUPPLIERS, SHAREHOLDERS, REPRESENTATIVES, CONTRACTORS AND THEIR ASSIGNS (COLLECTIVELY, THE “RELATED PARTIES”) HEREBY EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF ACCURACY, QUIET ENJOYMENT, COMPLETENESS, RELIABILITY, SECURITY, TITLE, MERCHANTABILITY, NON-INFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE OR ANY OTHER WARRANTY, CONDITION, GUARANTEE OR REPRESENTATION, WHETHER ORAL, IN WRITING OR IN ELECTRONIC FORM, INCLUDING BUT NOT LIMITED TO THE ACCURACY, QUALITY, RELIABILITY OR COMPLETENESS OF ANY INFORMATION CONTAINED THEREIN OR PROVIDED BY OR THROUGH THE SERVICES. THE COMPANY AND THE RELATED PARTIES DO NOT REPRESENT OR WARRANT THAT ACCESS TO THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE OR THAT THERE WILL BE NO FAILURES, ERRORS OR OMISSIONS OR LOSS OF TRANSMITTED INFORMATION OR DATA, OR THAT NO VIRUSES OR BUGS WILL BE TRANSMITTED ON OR THROUGH THE SERVICES OR THAT DEFECTS, IF ANY, WILL BE CORRECTED, THAT THE SERVICES WILL MEET YOUR REQUIREMENTS OR THAT APPLICATION PROGRAMMING INTERFACES (APIs) WILL BE AVAILABLE AT ALL TIMES OR ANY TIME. ADDITIONALLY, IN NO EVENT WILL THE COMPANY OR ANY OF THE RELATED PARTIES BE LIABLE FOR PERSONAL INJURY OR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING, WITHOUT LIMITATION, ANY LOSS OF USE, LOSS OF DATA, COST OF PROCUREMENT OF SUBSTITUTE PRODUCTS OR SERVICES, OR ANY OTHER SUCH DAMAGES, HOWEVER CAUSED, AND ON ANY THEORY OF LIABILITY, WHETHER FOR BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY), OR OTHERWISE. THESE LIMITATIONS WILL APPLY WHETHER OR NOT THE COMPANY OR ANY RELATED PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. YOU ACKNOWLEDGE THAT THE ABOVE DISCLAIMERS ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN YOU AND THE COMPANY. THE COMPANY WOULD NOT PROVIDE THE SERVICES ABSENT SUCH DISCLAIMERS. IN THE EVENT OF ANY LIABILITY, THE COMPANY AND THE RELATED PARTIES SHALL BE COLLECTIVELY LIABLE ONLY TO THE EXTENT OF DAMAGES INCURRED BY YOU, NOT TO EXCEED U.S. $50. THIS LIMITATION OF LIABILITY IS A FUNDAMENTAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN YOU AND THE COMPANY. THE COMPANY WOULD NOT PROVIDE THE CONTENT, INCLUDING THE SERVICES, TO YOU ABSENT SUCH LIMITATION. ANY CAUSES OF ACTION YOU MAY HAVE WITH RESPECT TO THE COMPANY OR ANY OF THE SERVICES MUST BE RAISED IN ARBITRATION WITHIN TWO (2) MONTHS OF THE TIME IN WHICH THE EVENTS GIVING RISE TO SUCH CLAIM BEGAN OR YOU AGREE TO WAIVE SUCH CLAIM. REMEDIES UNDER THIS AGREEMENT ARE EXCLUSIVE AND ARE LIMITED TO THOSE EXPRESSLY PROVIDED FOR IN THIS AGREEMENT. SOME STATES DO NOT ALLOW THE PERSONAL INJURY OR THE EXCLUSION OF IMPLIED WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU. YOU MAY ALSO HAVE OTHER RIGHTS, WHICH VARY FROM STATE TO STATE. Please note that we have implemented commercially reasonable and industry standard technical and organizational measures designed to secure Customer Data from accidental loss and from unauthorized access, use, alteration or disclosure. However, you acknowledge that the Company cannot guarantee that unauthorized third parties will never be able to defeat those measures. 

11. Disclaimer for Access Outside of the United States/Intended Audience 

The Company makes no representation that materials on the Services are appropriate or available for use in locations outside of the United States and access to them from territories where their content or the Services are illegal is prohibited. You may not use the Services or export the materials in violation of U.S. export laws and regulations. If you access the Services from locations outside of the United States, you are responsible for compliance with all applicable laws, including all local laws. Moreover, the Services are directed to adults in the United States and are not intended for children under the age of thirteen. See Privacy Policy. 

12. Privacy 

We describe our current practices related to personally identifiable information collected through the Services in our Privacy Policy and we may update our policies and practices from time to time at our sole discretion. To the extent that there are inconsistencies between this Agreement and the Privacy Policy, this Agreement shall govern. 

13. Modifications to this Agreement/Entire Agreement/Assignment 

From time to time, in our sole discretion, we may make changes to this Agreement by updating this posting or posting a notice of the changes to this Agreement on the homepage and other places we deem appropriate. At such time, we will specify the effective date of the new version of the Agreement. Your continued use of the Services following the posting of a new version of the Agreement constitutes your acceptance of the new version of the Agreement, including all changes thereto. This Agreement (including each Order Form and any agreement for consulting services), along with our Privacy Policy and AUP, is the entire agreement between us for the Services and supersedes all other proposals and agreements, whether electronic, oral or written, between us. You will not assign or transfer this Agreement, including any assignment or transfer by reason of merger, reorganization, sale of all or substantially all of your assets, change of control or operation of law, without our prior written consent, which will not be unreasonably withheld. We may freely assign this Agreement to any affiliate or in the event of merger, reorganization, sale of all or substantially all of our assets, change of control or operation of law. 

14. Applicable Law/Dispute Resolution 

This Agreement and the resolution of any dispute related to this Agreement or the Services shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts without giving effect to any principles of conflicts of law. Your use of the Services may also be subject to other local, state, national or international laws. In the unlikely event that the Company has not been able to resolve a dispute it has with you after attempting to do so informally, we each agree to resolve any claim, dispute, or controversy (excluding any Company claims for injunctive or other equitable relief) arising out of or in connection with or relating to this Agreement, or the breach or alleged breach thereof (collectively, “Actions”), by binding arbitration by the American Arbitration Association (“AAA”) in Boston, Massachusetts under the commercial rules then in effect for the AAA, except as provided herein. The award rendered by the arbitrator shall include costs of arbitration, reasonable attorneys’ fees and reasonable costs for expert and other witnesses, and any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. Nothing in this Section shall be deemed as preventing the Company from seeking injunctive or other equitable relief from the courts as necessary to protect any of the Company’s intellectual property rights or other proprietary interests. ALL ACTIONS MUST BE BROUGHT IN THE PARTIES’ INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. YOU AGREE THAT, BY ENTERING INTO THIS AGREEMENT, YOU AND THE COMPANY ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION. 

15. No Third Party Beneficiaries. 

Nothing in this Agreement, express or implied, is intended to or shall confer upon any third party person or entity any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement. 

16. Contract for Services. 

This Agreement is a contract for the provision of services and not a contract for the sale of goods. The provisions of the Uniform Commercial Code (UCC), the Uniform Computer Information Transaction Act (UCITA), or any substantially similar legislation as may be enacted, shall not apply to this Agreement. If you are located outside of the territory of the United States, the parties agree that the United Nations Convention on Contracts for the International Sale of Goods shall not govern this Agreement or the rights and obligations of the parties under this Agreement. 

17. Authority. 

Each party represents and warrants to the other that it has full power and authority to enter into this Agreement and that it is binding upon such party and enforceable in accordance with its terms. 

18. Precedence. 

In the event of a conflict between the terms of this Agreement and an Order Form or agreement for consulting services, the terms of the Order Form or agreement for consulting services shall control, but only as to that Order Form or agreement for consulting services. 

19. Indemnity.  

You will indemnify and hold harmless the Company and its successors, affiliates, officers, directors and employees against and from all third party: claims, actions, demands, damages, liability and expenses (including, without limitation, court costs and reasonable attorneys’ fees) (together, “Claims”) arising out of or in connection with your breach or alleged breach of this Agreement. The indemnifying party shall not, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened proceeding in respect to which indemnified party is or could be indemnified hereunder unless such settlement either (a) includes an unconditional release of the indemnified party from all liability on all Claims that are the subject matter of such proceeding or (b) is consented to in writing by the indemnified party. 

20. Survival 

Notwithstanding anything contained herein to the contrary, the following Sections of this Agreement will survive any termination of this Agreement and the termination of your subscription to the Services, if any: Sections 1-5, 6-12 and 15-22.

21. Contact Information

If you have any questions or concerns with respect to this Agreement or the Services you may contact the Company at SpeakWith@priceintelligently.com.

Acceptable Use Policy

THIS IS THE 200OK LLC (d/b/a “ProfitWell”) (THE “COMPANY”) ACCEPTABLE USE POLICY (“AUP”). ALL FORMS OF UNACCEPTABLE USE OF OUR SERVICES ARE STRICTLY FORBIDDEN. ANY VIOLATION OF THIS POLICY WILL BE CAUSE FOR IMMEDIATE TERMINATION OF YOUR ACCESS TO OUR SERVICES, INCLUDING TERMINATION OF YOUR SUBSCRIPTION FOR CAUSE.

General Terms

You agree that this AUP applies to the extent that you use any of our Services, including but not limited to the extent to which you use our Services to send emails.

No SPAM Permitted

You may not use our Services to directly or indirectly send, transmit, handle, distribute or deliver: (a) unsolicited email ("spam" or "spamming") in violation of the CAN SPAM Act (defined below) or any other law; (b) email to an address obtained via Internet harvesting methods or any surreptitious methods (e.g., scraping or harvesting) and agrees to demonstrate consent to marketing upon our request; or (c) email to an address that is incomplete, inaccurate and/or not updated for all applicable opt-out notifications, using best efforts and best practices in the industry, nor may you assist in any such actions, nor engage or enlist another to do so.

Commercial email must not be sent to an individual's e-mail address unless one of the following situations exists: (a) Prior affirmative consent of the individual has been obtained as defined by the CAN SPAM Act of 2003 (Controlling the Assault of Non-Solicited Pornography and Marketing Act), 15 U.S.C. sec. 7701 et seq. (the "CAN SPAM Act"); (b) Transmission of the Email is otherwise in compliance with the CAN SPAM Act; or (c) Prior consent of the individual has been obtained as defined by the EU Member State implementation of the European Commission Privacy and Electronic Communications Directive (EU Privacy Directive) or Canada's Personal Information Protection and Electronic Documents Act (PIPEDA)

Prohibited Email Content and Formatting; Email Best Practices

In addition, and without limitation to any preceding paragraph, you may not directly or indirectly send, transmit, handle, distribute or deliver any email using our Services (nor assist in any such action, nor engage or enlist another to do so) with content, or in a manner that: (a) is threatening, abusive, harassing, or defamatory; (b) is deceptive, false, misleading or fraudulent; (c) is invasive of another's privacy; (d) contains vulgar, obscene or indecent material; (e) infringes a third party's intellectual property right(s); (f) violates export control laws and/or regulations; (g) violates the usage standards or rules of an entity affected by your use, including without limitation any ISP, ESP, or news or user group (and including by way of example and not limitation circumventing or exceeding equipment use rights and restrictions and/or location and path identification detail); (h) is legally actionable between private parties and/or (i) is in violation of any applicable local, state, national or international law or regulation, including without limitation the CAN-SPAM Act of 2003 (Controlling the Assault of Non-Solicited Pornography and Marketing Act), the U.S Telephone Consumer Protection Act of 1991, 15 U.S.C. sec. 7701 et seq., the Directive 2000/31/EC of the European Parliament and Council of 8 June 2000, on legal aspects of information society services, in particular, electronic commerce in the Internal Market ('Directive on Electronic Commerce'), along with the Directive 2002/58/EC of the European Parliament and Council of 12 July 2002, concerning the processing of personal data and the protection of privacy in the electronic communications sector ('Directive on Privacy and Electronic Communications'), regulations promulgated by the U.S. Securities Exchange Commission, any rules of national or other securities exchange, including without limitation, the New York Stock Exchange, the American Stock Exchange or the NASDAQ, the Personal Information Protection and Electronic Documents Act (PIPEDA) (Canada), and any regulations having the force of law or laws in force of your or email recipient's country of residence.

Email sent, or caused to be sent to or through the Service(s) may not: (a) use or contain invalid or forged headers; (b) use or contain invalid or non-existent domain names; (c) employ any technique to otherwise misrepresent, hide or obscure any information in identifying the point of origin or the transmission path; (d) uses other means of deceptive addressing; (e) use a third party's internet domain name, or be relayed from or through a third party's equipment, without permission of the third party; (f) contain false or misleading information in the subject line or otherwise contain false or misleading content; or (g) use our trademark(s), tagline(s), or logo(s) without prior written consent and only pursuant to the our trademark usage guidelines.

Email Opt-out Requirements

You warrant that you shall comply promptly with all opt out, unsubscribe, "do not call" and "do not send" requests. You further warrant that each email sent by or for you using our Service(s) shall contain: (a) header information that is not false or misleading; (b) an advisement that the recipient may unsubscribe, opt-out or otherwise demand that use of its information cease for unsolicited or otherwise impermissible and/or inappropriate communication(s) as described herein; and (c) information on one or more methods by which the recipient may notify you of its election to unsubscribe, opt out or otherwise demand that use of its information cease for unsolicited or otherwise impermissible and/or inappropriate communication(s) as described herein.

Reporting Suspected Violations

If you believe that an email was sent to you using our Services and you believe that such email violated this AUP, please forward a copy of the received email with FULL headers to SpeakWith@priceintelligently.com. It is our policy to investigate and take appropriate action on all reports of abuse.

Other Usage Restrictions

You agree not to use the Services to: (a) Publish, post, upload, distribute or disseminate any obscene, infringing, defamatory, indecent or unlawful topic, name, material or information;(b) Publish, post, upload, distribute or disseminate any software, music, videos, or other material protected by intellectual property laws (or by rights of privacy or publicity) unless you have all necessary rights and consents to do so;(c) Defame, abuse, harass, stalk, threaten or otherwise violate the legal rights (such as rights of privacy and publicity) of others; (d) Upload files that contain viruses, corrupted files, or any other similar software or programs that may damage the operation of another person's computer; (e) Download any file that you know, or reasonably should know, cannot be legally distributed in such manner;(f) Falsify or delete any author attributions, legal or other proper notices or proprietary designations or labels of the origin or source of software or other material contained in a file that is uploaded; (g) Restrict or inhibit any other user from using and enjoying any of our Services; (h) Harvest or otherwise collect information about others, including e-mail addresses, without their consent; or (i) Violate any applicable laws or regulations. We undertake no obligation, but reserve the right, to remove any prohibited materials and to deny access to any person who violates this AUP. We further reserve all other rights.

Amendment

We reserve the right to supplement, modify, amend or supersede this AUP by posting a revised copy on our website.