This User Agreement (this "Agreement") is a binding agreement between eWinWin, Inc. (eWinWin) and the person or entity ("you" or "your") on whose behalf this Agreement is executed regarding your use of the Service (as defined below). Please read this Agreement carefully prior to using the Service. This Agreement, as well as any subsequent modifications thereto and as described in Section 2, exclusively governs your use of the Service subject to applicable local, state, and federal laws. Your use of the Service shall be considered, indicative of, and otherwise construed as express acceptance of the terms and conditions set forth in this Agreement.
Now, therefore, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, you and eWinWin agree as follows:

1. Definitions. The following terms shall be understood to have the following meaning in this Agreement.

1. "Service" means the service provided by eWinWin hereunder, and which facilitates business-to-consumer and business-to-business transactions between Buyers and Sellers.
2. "Buyer" means an individual or legal entity using the Service to purchase Products.
3. "Seller" means an individual or legal entity using the Service to sell Products.
4. "Products" means the goods and services offered for sale by Sellers to Buyers using the Service.
5. "Buyer Terms" means any terms or conditions that may be proposed by a Buyer in response to a Seller's offered sale of Products in a Group Offer.
6. "Group Offer" means a limited time offer for Buyers to purchase in aggregate in order to receive a lower price.
7. "Social Pricing Offer" means a portion of the Site within which Buyers and Sellers may conduct commerce relating to Buyers' purchase of Products from Sellers, all in accordance with this Agreement, Social Pricing Offer Terms and Conditions, Social Pricing Offer Access Restrictions, Site Operating Procedures, and all other applicable local, state, and federal laws.
8. "Social Pricing Offer Terms and Conditions" means additional terms and conditions governing the use of each Social Pricing Offer and the transactions conducted therein, which may be established from time to time by the sponsor of the applicable Group Offer, subject to the approval of eWinWin, provided that should such additional terms and conditions conflict with this Agreement, the terms and conditions of this Agreement shall control.
9. "Social Pricing Offer Access Restrictions" means the terms and conditions governing access to each Group Offer, which may be established from time to time by the sponsor of the applicable Group Offer, subject to the approval of eWinWin, including compliance with this Agreement.
10. "Site" means the website located at address http://www.eWinWin.com as well as all subsidiary web pages otherwise hosted or accessible from that address.
11. "Site Operating Procedures" means the operating procedures and instructions established from time to time by eWinWin on the Site relating to the use of the Service.
12. "Intellectual Property" means all inventions, works of authorship, brands, confidential information, and all other creations of every kind and nature.
13. "Intellectual Property Rights" means all domestic and foreign, common law, and statutory rights of ownership and exclusion in and to any Intellectual Property, including without limitation patents, copyrights, trademarks, trade secrets, and moral rights, all applications and documents related thereto, and the right to apply for, obtain, renew, and assert the same.
14. "Open Offer" means an offer by a Seller to sell Products to one or more Buyers in a particular Social Pricing Offer, subject to the Seller Terms included with such offer, if any, and further subject to the terms and conditions of this Agreement and any applicable Social Pricing Offer Terms and Conditions.
15. "Seller Terms" means the terms and conditions established by a Seller in a Social Pricing Offer regarding the offered sale of Products in a Group Offer.
16. "Private Social Pricing Offer" means a Social Pricing Offer made available to a select group of Buyers using the Service.

 

2. Agreement; Modifications. This Agreement, and any subsequent modification thereto, is posted at Terms and Conditions. IT IS YOUR SOLE RESPONSIBILITY TO REVIEW AND UNDERSTAND THE TERMS AND CONDITIONS OF THIS AGREEMENT INCLUDING ANY SUBSEQUENT MODIFICATIONS THERETO. Your use of the Service constitutes your representation that you have reviewed the terms and conditions of this Agreement and, further, your express agreement to abide all of said terms and conditions of this Agreement. Your continued use of the Service after any changes to the Agreement are posted to the Site constitutes your representation that you have reviewed any modifications, additions, or deletions to the Agreement and, further, your express agreement to abide by any such changes or modifications. eWinWin may update and modify this Agreement and the Site from time to time in its sole discretion without notice to you. You are advised to frequently check Terms and Conditions to ensure your continued familiarity with the provisions of this Agreement. You must be 15 years of age or older to use eWinWin.

3. Disruption. eWinWin reserves the right, at any time and/or from time to time, to modify, suspend, or discontinue, either temporarily or permanently, the Service (or any part thereof) with or without notice to you. You agree that eWinWin is not and shall not be liable to you or to any third party for any modification, suspension, or discontinuance of the Service.

 

4. Access and Use of the Service. In order to use the Service, you must obtain access to the World Wide Web and you are solely responsible for the payment of any service fees and expenses associated with such access. In addition, you must provide all equipment necessary to connect to the World Wide Web, including a computer and Internet access. You are required to establish a password and account designation upon completing the registration process for the Service. You are responsible for maintaining the confidentiality and security of the password and account, and are fully responsible for all activities that occur under your password or account. You shall immediately notify eWinWin of any unauthorized use of your password or account or any other breach of security that could adversely affect eWinWin. You are solely responsible for exiting from your eWinWin account at the end of each session.

 

5. Group Offers For a paid subscriber, the ability exists for creating private access to select Social Pricing Offers. As a Buyer, you will not have access to a particular Social Pricing Offer unless you are able to satisfy any Social Pricing Offer Access Restrictions that might otherwise be established for that Group Offer. By requesting to register as a Buyer, you agree to the Social Pricing Offer Terms and Conditions in connection with any use by you of that Group Offer. If you choose not to accept the Social Pricing Offer Terms and Conditions, you may not and shall not access or use that Group Offer.

 

6. Buyer Data.The provisions of this paragraph apply only to Buyers. As an applicable Buyer, you must:

1. (i) provide true, accurate, current, and complete information about you as prompted by the Service's registration form ("Buyer Registration Data") and by the Service's Buyer Bio Sheet (the Buyer Bio Sheet with the Buyer Registration Data are collectively referred to as the "Buyer Data");
2. maintain and promptly update the Buyer Data to keep it true, accurate, current, and complete at all times; and
3. provide true, accurate, current, and complete answers to the ratings set forth under Seller Rankings for each Seller with whom you transact business using the Service.

If you provide any Buyer Data that is untrue, inaccurate, not current, or incomplete, or eWinWin has reasonable grounds to suspect that any Buyer Data is untrue, inaccurate, not current, or incomplete, eWinWin has the right to suspend or terminate your account without notice and to refuse to provide to you any and all current or future use of the Service or the Site or any portion thereof. If you request entry into a Private Social Pricing Offer, you consent to your Buyer Bio Sheet being provided to the sponsor of that Social Pricing Offer in connection with your request.

 

7. Buyer Orders. The provisions of this paragraph apply only to Buyers. By placing and confirming an order in a Group Offer, you represent, warrant, and agree that:

1. your order is binding on you and is not subject to any other terms, conditions, or exceptions;
2. your order and its respective purchase and sale are subject to the applicable Seller Terms, to which you represent that you have read, understand, and shall abide by;
3. you have the requisite funds immediately available for payment and will make all payments when due, including all taxes, fees, and other charges imposed on the purchase or shipment of the Products; and
4. you shall comply with all policies referenced in this Agreement or on the Site.You acknowledge that some Products may be subject to certain regulatory standards or other local, state, or federal laws, and you shall comply therewith.

 

8. Product Terms and Conditions. eWinWin does not buy, sell, manufacture, design, ship, or bill for Products sold through the Service. The Seller and the Seller alone is solely responsible for selling that Product to the Buyer. eWinWin is not responsible nor does it assume any responsibility for the sale of any Product by any Seller. The Buyer and the Buyer alone is solely responsible for paying the Seller for the purchase of any Product from the Seller. eWinWin is not responsible nor does it assume any responsibility for payment related to the purchase of any Product from a Seller.

eWinWin does not provide any, and expressly disclaims any and all representations or warranties with respect to any Products that a Seller offers for sale or sells using the Service or any terms and conditions relating to the sale of any Product in a Group Offer. The inclusion of any specific terms, conditions, representations, or warranties relating to price, quality, volume discounts, shipment, transfer of title, or Product use, or any other provisions with respect to the sale of any Product through the Service are the sole and exclusive responsibility of the Seller with respect to including any applicable Seller Terms in the Group Offer for that Product.

eWinWin, at its sole discretion, reserves to the right to disallow and remove any Seller Terms at any time for any reason, and to suspend or cancel any Social Pricing Offer to which such disallowed Seller Terms applied. In addition, the ability of a Seller to require certain Seller Terms may be restricted in certain offers at the option of the sponsor of that Social Pricing Offer, subject to the approval of eWinWin.

Seller Terms promoting discounts to Buyers based on time or primacy of purchase (e.g., first Buyer discounts) may expire after being displayed to a given Buyer but prior to the time at which such Buyer is able to act on such discounts, if another Buyer qualifies in the interim.

 

9. Buyer Terms If a Buyer wants to include Buyer Terms in a Buyer's order and that are not included in the Seller Terms, the Buyer may propose the Buyer Terms to the Seller in accordance with the Site Operating Procedures. If a Seller accepts the Buyer Terms, the Seller shall notify the Buyer of such acceptance in accordance with the Site Operating Procedures, whereupon the Buyer Terms shall be incorporated into the terms and conditions applicable to that Buyer's order. If a Seller does not accept such Buyer Terms in accordance with the Site Operating Procedures, or the Buyer places an order prior to such acceptance, such Buyer Terms will not be applicable to that Buyer's order and the Seller Terms will govern.

 

10. Agreement NOT to Cancel Order.You acknowledge and agree that in order for Sellers to offer discounted volume pricing, users must be able to rely on eventual consummation of pending orders between Buyers and Sellers. In view thereof, once a Buyer places an order for a Product designated by a Seller as a Group Offer in the Social Pricing Offer or Seller Terms for that Product, Buyer expressly surrenders any right to cancel or terminate the order and agrees not to cancel or terminate the order. If a Seller terminates without cause a Group Offer prior to the termination date specified in the applicable Group Offer, the price for Products for all Buyers who had placed an order prior to such termination shall be the lowest price point specified in the Open Offer.

 

11.Contact. Seller will have access to data about the Buyer as necessary to fulfill the services in question. This data may take the form of customer names that are required as part of a gift certificate that has been sold on the site. In the case of a product, such data may include shipping information. With respect to the sponsor of any Group Offer, said sponsor will maintain administrative rights for the Site as are reasonably necessary to enable access to data about the buyer including but not limited to contact information and order history.

 

12. Closing Transactions. eWinWin may use third party providers to handle and close all or any portion of a financial transaction arising through the use of the Service. eWinWin is not responsible nor does it accept any responsibility for the handling and closure of any such financial transaction.

 

13. Validity and Enforceability of Contracts.Buyers and Sellers hereby acknowledge, agree, and affirm that they seek to enter into, and are entering into, and do thereby create valid, enforceable, and binding legal obligations upon the placement of orders in compliance with the Site Operating Procedures, or, as applicable, upon the acceptance by Sellers of Buyer Terms delivered by a Buyer to a Seller together with an order in compliance with the Site Operating Procedures. You expressly waive any rights to object to the validity of a transaction solely on the ground that communication with the other party occurred on the Site through the use of the Service. Without regard to the absence of any writings or written signatures, to the extent permitted by law, the records of offers and acceptances by Buyers and Sellers maintained on the Site shall constitute valid evidence of the information contained therein and of users' manifestations of assent thereto.

 

14. Unfair Manipulation.You shall not engage in any conduct on the Service designed to fraudulently, deceptively, or unfairly manipulate prices or the behavior of Buyers or Sellers. Should eWinWin confirm or suspect you are engaging in any fraudulent, deceptive, or unfair manipulation with respect to any Buyer or Seller through the Service, eWinWin reserves the right to terminate your account and bar any future use of the service without notice.

 

15. Monitoring; Use of Service.eWinWin has the right, but not the obligation, to monitor at any time, for any reason at its sole discretion, all material and content on the Site and the Service in order to determine compliance with this Agreement and any other operating rules that eWinWin may establish from time to time. Notwithstanding this right, eWinWin does not and cannot review all materials posted to the Site by users, eWinWin is not responsible for any such materials posted by users, and eWinWin shall have no responsibility or liability arising therefrom.

You as a Buyer or a Seller are solely responsible for complying with any and all loca, state, and federal laws concerning the purchase or sale of any Product on the Site and using the Service, especially those involving gift certificates and gift cards and, further, that concern the expiration of the same, including but not limited to the Card Accountability Responsibility and Disclosure Act. You as a Buyer recognize that, in some instances and notwithstanding the presentation of any Product on the Site, that the purchase of said Product may be prohibited by the laws of the state or locality in which you live and that you are solely responsible for ensuring the legality of any such a purchase prior to committing to the same. You as a Seller recognize that different states or localities may impose different requirements and/or prohibitions for the sale of certain Products and that you will ensure proper compliance with any and all local and state laws as a condition of the sale of that Product.

You agree and acknowledge that another user's information may contain content that constitutes error, defamation, libel, slander, omission, falsehood, obscenity, pornography, profanity, illegality or inaccuracy, and in some cases may be mislabeled or deceptively labeled. eWinWin reserves the right at all times to edit, disclose, refuse to post, request removal of, or remove any material or information as may be necessary (and at eWinWin's sole discretion) if such material and information are objectionable as determined by eWinWin or in violation of this Agreement. You shall not use the Service in furtherance of any conduct, that is unlawful, threatening, libelous, defamatory, obscene, scandalous, inflammatory, pornographic, or profane, or post on the Service any information or material that could constitute or encourage conduct that would be considered a criminal offense, give rise to civil liability, or otherwise violate any law. Repeated violation may lead to cancellation of a Buyer or Seller account and access to the Service.

 

16. Use and Ownership of Information.eWinWin and its representatives shall have full access to, and shall have the right to review, all information generated by Sellers and Buyers in connection with the use of the Service, including without limitation information relating to all transactions conducted using the Service (the "Generated Information").

As a Seller, you acknowledge, consent to, and hereby permit eWinWin to use information generated through use of the Service and/or provided for the purpose of using the Service, including but not limited to your name (individual or corporate), tax identification number, title, address, or other information for at least the purpose of verifying the identity, existence, financial, or corporate standing of the Seller, including verifications with the Better Business Bureau, Secretary of State, or other entities offering identity verifications or assurances. eWinWin may, as a result of any such verification or assurance, seek further confirmation from the Seller as to their identity, existence, financial, or corporate standing in addition to imposing one or more terms or conditions not otherwise expressly set forth herein as a precondition to offering a Product for purchase on the Site.

eWinWin hereby does otherwise own and shall own all Generated Information and all Intellectual Property Rights therein and thereto, and, to the extent any ownership rights therein or thereto vest initially with you by operation of applicable law or otherwise, you hereby transfer, assign, and quitclaim the same to eWinWin in perpetuity.

eWinWin shall have the right to publish, compile, organize, disclose, license, sell, and otherwise exploit in every way all or any part of the Generated Information at any time and from time to time during and after your use of the Service (including without limitation reports by industry, product type or category and user type or category) except as provided in Section 17.

 

17. Privacy Policy. eWinWin may compile historical information regarding transactions completed by users of the Service, but eWinWin shall not intentionally release any information that personally identifies specific users of the Service in connection with specific transactions, other than disclosures to other users in a Social Pricing Offer in connection with conducting and completing transactions by users of the Service.

Notwithstanding the foregoing, eWinWin reserves the right to release customer specific information:

1. to the extent required by law, court order, or law enforcement inquiry;
2. to prevent the fraudulent, deceptive, or illegal use of the Service;
3. in the good faith belief that such disclosure is reasonably necessary to protect the rights, property, or personal safety of eWinWin, its customers, its employees, or the public;
4. as necessary in furtherance of consummating and closing financial transactions arising through the use of the Service;
5. in connection with disputes between or among Buyers, Sellers, or eWinWin; and
6. as may otherwise be set forth herein.

 

18. Intellectual Property Ownership. eWinWin retains all Intellectual Property Rights in and to the Site, the Service, and all Intellectual Property contained therein. You are not permitted to make, use, sell, offer to sell, import, copy, reproduce, modify, adapt, create derivative works of, distribute, or publicly perform, or publicly display any part of the Service or any content or information contained therein, except as required to use the Service, as may be requested by eWinWin in furtherance of your use of the Service, or as may be provided in any separate agreements entered into between you and eWinWin.

 

19. License. You hereby grant to eWinWin the royalty-free, non-exclusive, and fully sub-licensable, worldwide right and license to, use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, publicly perform, and publicly display your Buyer Bio Sheet (as referenced in Paragraph 6) in whole or part and to incorporate it in other works in any form, media, or technology now known or later developed, all solely in furtherance of eWinWin's provision of the Service. The foregoing license shall remain in effect only for as long as you continue to use the Service and shall be terminated at the time you notify eWinWin of your discontinued use of the Service.

 

20. System Integrity and Security.eWinWin shall not be responsible for any Service interruptions, including without limitation interruptions that may affect the receipt, processing, and acceptance of bids or other aspects of an auction or sale. You shall not use any device, software, or routine to interfere or attempt to interfere with the proper working of the Site, the Service, or any sale being conducted on the Site, or take any action that imposes an unreasonable or disproportionately large load on the Service or the Site infrastructure.

 

21. Links.The Service may provide, or third parties may provide on the Service, links to other World Wide Web sites or resources. You acknowledge and agree that eWinWin has no control over such sites and resources. eWinWin shall bear no responsibility or liability for the availability of such external sites or resources, and does not endorse and is not responsible or liable for any content, advertising, products, or other materials on or available from such sites or resources. eWinWin shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods, or services available on or through any such site or resource.

 

22. Customization.eWinWin may be asked to offer a co-branded solution with the Seller's logo, content, or navigation scheme. eWinWin may, at its sole discretion, attempt to provide such services as requested. Seller acknowledges and agrees to be solely responsible for maintaining functionality of such items. eWinWin shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods, or services available on or through any such site or resource.

 

23. Taxes.eWinWin shall have no responsibility to calculate, report, or remit sales, use, value added, or any other taxes that may be assessed, due, or owing to or levied by the taxing authorities of any taxing jurisdiction for transactions that arise in connection with your use of the Service. You acknowledge and agree that you are solely responsible for the calculation, collection, and remittance of all applicable taxes that may be incurred or assessed in connection with your use of the Service.

 

24. Disclaimer of Warranties. YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK. THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. OTHER THAN AS EXPRESSLY SET FORTH HEREIN, eWinWin HEREBY EXPRESSLY DISCLAIMS ALL PROMISES, REPRESENTATIONS, AND WARRANTIES OF ANY KIND RELATING TO THE SERVICE, THE SITE, THE PRODUCTS OFFERED BY SELLERS OR ANY OTHER MATTER, INCLUDING, BUT NOT LIMITED TO THEIR CONDITION, THEIR CONFORMITY TO ANY REPRESENTATION OR DESCRIPTION AND THE EXISTENCE OF ANY LATENT OR PATENT DEFECTS. eWinWin MAKES NO OTHER WARRANTY OR CONDITION OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, AND HEREBY DISCLAIMS THE SAME, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR USE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

EWINWIN MAKES NO WARRANTY THAT:

1. THE SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS,
2. THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE,
3. THE RESULTS OBTAINED FROM THE USE OF THE SERVICE WILL BE ACCURATE OR RELIABLE,
4. SELLERS WILL SELL ANY PRODUCTS USING THE SERVICE, OR WILL BE ABLE TO PRODUCE OR DELIVER THE PRODUCTS OFFERED USING THE SERVICE, OR
5. ANY ERRORS IN THE SOFTWARE WILL BE CORRECTED. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM eWinWin OR THROUGH OR FROM THE SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN.

eWinWin MAKES NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO ANY SELLER OR BUYER OR ANY INFORMATION PROVIDED TO YOU BY OR ABOUT ANY BUYER OR SELLER. EACH PRODUCT SOLD THROUGH THE SERVICE SHALL BE SUBJECT TO THAT SELLER'S REPRESENTATIONS AND WARRANTIES FOR THAT PRODUCT, AND EACH SELLER AGREES TO HONOR SUCH REPRESENTATIONS AND WARRANTIES AND COMMUNICATE DIRECTLY WITH THE BUYERS OF PRODUCTS REGARDING ALL ISSUES RELATED SUCH PRODUCTS.

 

25. Limitation of Liability. YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT eWinWin SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY LOSSES OR DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, DOWN TIME, FAILURE TO REALIZE SAVINGS, OR OTHER INDIRECT LOSSES (EVEN IF eWinWin HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM:

1. THE USE OR THE INABILITY TO USE THE SERVICE;
2. ANY PROPERTY DAMAGE, PERSONAL INJURY OR DEATH CAUSED BY ANY DEFECTS IN THE DESIGN OR MANUFACTURE OF THE SERVICE OR ANY SELLER'S PRODUCTS, WHETHER BASED UPON NEGLIGENCE, BREACH OF WARRANTY, STRICT LIABILITY IN TORT, CONTRACT, OR ANY OTHER THEORY OF LAW BROUGHT BY YOU, YOUR CUSTOMERS, AUXILIARY PERSONNEL (SUCH AS FREIGHT HANDLERS), OR BY ANY THIRD PARTY;
3. ANY BREACH OF A SELLER'S REPRESENTATIONS OR WARRANTIES WITH RESPECT TO ANY PRODUCT SOLD BY THE SELLER USING THE SERVICE;
4. UNAUTHORIZED ACCESS TO, ALTERATION OF OR DISCLOSURE OF YOUR TRANSMISSIONS OR DATA;
5. STATEMENTS, ACTS OR OMISSIONS BY ANY USER OF THE SERVICE OR ANY THIRD PARTY; OR
6. ANY OTHER MATTER RELATING TO THE SERVICE, THE SITE, OR ANY SELLER'S PRODUCTS.

eWinWin'S AGGREGATE LIABILITY TO YOU IN ALL EVENTS ARISING HEREUNDER FOR EVERY REASON SHALL NOT EXCEED THE GREATER OF $1 AND THE AMOUNT OF FEES PAID TO eWinWin BY YOU IN THE 30 DAYS PRECEDING THE EVENT ALLEGEDLY GIVING RISE TO SUCH LIABILITY.

 

26. Dealings with Advertisers.Your correspondence or business dealings with, or participation in promotions of, advertisers found on or through the Service, including payment and delivery of related goods or services, and any other terms, conditions, warranties, or representations associated with such dealings, are solely between you and such advertiser. eWinWin SHALL NOT BE RESPONSIBLE OR LIABLE FOR ANY LOSS OR DAMAGE INCURRED AS A RESULT OF ANY SUCH DEALINGS OR AS THE RESULT OF THE PRESENCE OF SUCH ADVERTISERS ON THE SERVICE, AND HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES OF EVERY KIND WITH RESPECT THERETO.

 

27. Indemnification.You agree to and shall, without limitation or exception, indemnify, defend, and hold harmless eWinWin and its subsidiaries, affiliates, officers, agents, co-branders, partners, and employees from and against any claim, demand, action, damages, costs, and expenses, including reasonable attorneys' fees, made by you or any third party in whole or in part due to or arising out of any one or more of the following:

1. any of the events described in any of the preceding paragraphs;
2. any breach of this Agreement by you;
3. any information you submit, post to, or transmit through the Service;
4. your use of the Service;
5. your connection to the Service;
6. your violation of any third party rights; or
7. any act or omission by you or your agents.

 

28. Termination. This Agreement constitutes a binding agreement between you and eWinWin until terminated by you or eWinWin. eWinWin may terminate this Agreement, your registration, and your right to access the Site and the Service for any reason or no reason, at any time, without notice and at eWinWin's sole discretion. eWinWin may also, at any time and in eWinWin's sole discretion, issue to you a warning, temporarily suspend your registration, indefinitely suspend or terminate your registration, indefinitely suspend or terminate any of the sales in which you are involved (whether as a Seller or a Buyer), or remove from the Site and the Service any information you have posted. If you become dissatisfied with the Service or the Site in any way you may discontinue use of the Service and notify eWinWin thereof.

 

29. General Terms.
A. No Agency. The relationship between you and eWinWin is that of independent contractors, and no agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by this Agreement.

B. Assignment. Your right to use the Site and the Service is not transferable and is subject to any limits established by eWinWin. You may not assign or transfer this Agreement in whole or in part to any third party without eWinWin's express, written consent, which shall be given, if at all, in eWinWin's sole discretion. eWinWin may assign this Agreement at will.

C. Binding Obligation; Authority. You represent and warrant that you have read and understood this Agreement and that it constitutes a valid and legally binding agreement; and that you have full power, authority and legal capacity to enter into this Agreement and perform your obligations hereunder. If you are registering on behalf of a company or other entity, you agree that you have the authority to bind such company. This Agreement shall be inure to the benefit of, be binding upon, and be enforceable by the parties it describes and their respective officers, directors, employees, representatives, successors, and permitted assigns.

D. Notices. Notices to you may be made via email or regular mail. The Service may also provide notices of changes to this Agreement or other matters by displaying notices or links to notices to you generally on the Service. Notices to eWinWin may be made by such contact information as may be designated on the Site for such purpose.

E. Force Majeure. eWinWin shall not be responsible for delays or failures in performing its obligations under this Agreement due to events of force majeure or any other cause beyond its reasonable control.

F. Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof. This Agreement supersedes all prior proposals, negotiations, conversations, discussions and agreements between the parties concerning the subject matter hereof. This Agreement may be amended by eWinWin upon eWinWin's posting of a new version hereof on the Site.

G. Severability. If any provision of this Agreement is found to be invalid or unenforceable in any jurisdiction in which it is performed, then the meaning of that section shall be interpreted, to the extent feasible, in a way that renders it enforceable. If no feasible interpretation is possible, the section will be severed from the rest of this Agreement and the rest of the Agreement will remain in full force and effect. No such severing shall affect the interpretation of the applicable provision or any other part hereof in any other jurisdiction or with respect to any other facts or circumstances.

H. Section Headings. Section headings provided herein are for convenience only and form no part of this Agreement and will not affect the interpretation of this Agreement.

I. Non-Waiver. The failure of eWinWin to enforce or require enforcement of any provision of this Agreement will not constitute or be construed to be a waiver of its right to enforce or requirement enforcement of that or any other provision now or in the future.

J. Survival. Any cause of action arising out of or related to the Service or this Agreement must commence within one (1) year after the cause of action arose or any such cause of action is otherwise permanently barred. All provisions in this Agreement regarding representations and warranties, indemnification, disclaimers, ownership, and limitations on liability shall survive any termination of this Agreement, except as expressly set forth therein to the contrary.

K. Choice of Law and Dispute Resolution. This Agreement shall be governed by and in accordance with the laws of the State of Florida, without regard to conflicts of laws provisions. Any controversy involving eWinWin and arising from or in any way related to this Agreement or your use of the Service and the Site shall be submitted to arbitration to be conducted in accordance with the Rules of Commercial Arbitration of the American Arbitration Association in Tampa, Florida.