1.1. Registration. To use (or continue to use) any Vwala! Service, you must provide Vwala! with truthful, accurate and complete registration information. If any such information changes, you agree to immediately update your registration information.

1.2. Verification. Vwala! has the right to confirm or otherwise verify or check, in its sole determination, the truth and accuracy of any registration information at any time. Please be advised that if any information is determined by Vwala! in its sole discretion to be misleading, inaccurate or untruthful, Vwala! may restrict, deny or terminate your account, your access and use of, and/or any benefits derived from your participation in, the Vwala! Network.

1.3. Participation. To join the Vwala! Network, you must be an individual who is at least 18 years old or a business entity represented by such an individual, and must provide at your expense your own computer equipment and Internet access. You are responsible for obtaining and maintaining all telephone, computer hardware, and other equipment needed for your access to and use of the Vwala! Network, and for all related fees. You must also have an account set up with PayPal and abide by its terms and conditions. Please visit PayPal at https://www.paypal.com/ to set up an account if you do not already have one. Please also review PayPal’s legal agreements found at http://www.paypal.com/cgi-bin/webscr?cmd=p/gen/ua/ua-outside.

1.4. Rejection. We may reject your registration if we determine (in our sole discretion) that your Site, Products and/or Advertisements (as applicable) are unsuitable for the Vwala! Network. Unsuitable Sites, Products and Advertisements include, but are not limited to, those that promote sexually explicit materials, promote violence, promote discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age, promote illegal activities or otherwise violate intellectual property rights.

       2. Definitions. The following terms have the meanings indicated:

“Account Management Area” means any Vwala! Participant’s secure account area, which is the Webpage(s) or other area of the Vwala! Network having the URL designated from time to time by Vwala! for use by such Vwala! participant to manage his/her/its personal or business account information relating to the use of any Vwala! Service.

“Advertisements” refer to any Content entered into the Vwala! Network by a Merchant and/or Advertiser for the purposes of Ad Consumption and is placed in the Vwala! catalog.

“Ad Consumption” refers to a consumer click-through based on Cost-Per-Action, Cost-Per Click, Cost-Per-Thousand-Impressions or any other advertising model enabled by a Vwala! Service.

“Consumer” means any person or business who or which consumes Products or Advertisements through the Vwala! Network.

“Content” means information, data, text, documents, software, music, sound, photographs, graphics and video.

“Endorser” refers to any person or business that uses the Vwala! Network as a content management system for purposes of publishing Content and/or who aligns their Content with Products and/or Advertisements from the Vwala! Catalog for compensation.

“Intellectual Property Rights” means technology, templates, designs, Sites, methodologies, processes, names, strategies, marks, logos, Content, documentation, training manuals, and other materials, as well as any and all patent, trade secret, trademark, copyright and other intellectual property and proprietary rights therein and thereto.

“Merchant and/or Advertiser” refers to a merchant or advertiser that participates in the Vwala! Network and through such participation and use of the appropriate Vwala! Services, desires or seeks to recruit Endorsers in order to display, distribute or place its Products, Advertisements or Qualifying Links for compensation.

“Participant” refers to one who uses or otherwise interacts with Vwala! and/or the Vwala! Network in the capacity of an Endorser, Consumer, and/or Merchant or Advertiser.

“Pay Out” refers to the amount of money or other consideration a Merchant and/or Advertiser agrees to remit to Vwala! Endorsers for Product sales or Ad consumption.

“Products” refer to any item or service which is entered into Vwala! by a Merchant for consumption and is placed in the Vwala! Catalog.

"Program" means a Merchant and/or Advertiser’s program to sell Products or to provide Advertisements within the Vwala! Network, and shall include, among other things, the Pay Out and terms and conditions of any sale, which shall govern the relationship between the Endorser, Merchant, Advertiser and Consumer. The terms and conditions shall include the Pay Out, the return and exchange policy, any incentives or coupons the Merchant and/or Advertiser is offering, and any limitations or restrictions that may apply to the promotion of such Merchant and/or Advertiser, Product or Advertisement.

"Qualifying Link" means any type or format of link that is provided or authorized by Vwala! to be displayed, distributed or placed on or by a Site pursuant to an engagement and which, through addition and/or use of any technology and/or methodology, can be tracked so that Vwala! can monitor the impressions, click-throughs and/or other tracked activities achieved by the display, distribution and/or placement of such link. The term “Qualifying Link” shall also refer to any equivalent link, mechanism or technology that, upon being activated, causes the same result as clicking on a Qualifying Link.

“Revenue Share” refers to a portion of the Pay Out distributed to Vwala! Participants or a Third Party Site for participation in the Product sale or Ad Consumption.

"Site" means, as the context requires, either (a) one or more Web pages, database, computer files, emails, scripts, software or other application, or other destination, together with supporting files and programming, that are on, provided, or accessible through the Web or works on or in relation to the Web, or (b) a person owning or operating any such Site, or (c) both. A person that owns or operates a Site may have offline businesses which would not preclude it from being a Site for the purposes of this Agreement.

“Third Party Content” refers to any content that an Endorser does not own and a third party content owner has made available through viral distribution.

“Third Party Site” refers to any Site, page, portal or network that allows Third Party Content creators to make their content viral.

"Tracked activity" refers to any and all activity and transactions which occur within the Vwala! Network which are tracked by Vwala! or any Vwala! Related Party.

“Universal Shopping Cart” refers to the integrated multi-merchant ecommerce shopping cart within the Vwala! Network.

“Vwala! Catalog” refers to a list of Products and Advertisements which have been designated by Merchants and/or Advertisers for purposes of endorsement and consumption.

“Vwala! Network” means the platform through which Consumers, Endorsers, Merchants and/or Advertisers participate in the receipt or delivery of Vwala! Services.

“Vwala! Related Parties” means Vwala!’s corporate affiliates and its and their contractors, licensors, licensees and suppliers.

“Vwala! Services” means any offering provided by Vwala! or any Vwala! Related Parties in the form of content management, ecommerce, advertising, technology, software, reports and databases, customer support, account management and other client services, as well as any other tools, services, and other resources that may be provided or otherwise made available from time to time to use on the Vwala! Network or any other platform created by Vwala!.

“Web Page or Webpage” refers to a document or resource of information that is suitable for the World Wide Web and can be accessed through a web browser.

"Web" or "Internet" or "online" means the global computer network currently referred to as the Internet, including the World Wide Web, and any and all successor networks, irrespective of what wired, wireless or otherwise connected device, platform or technology is used to access it.

       3. Participation

3.1. Participation. Subject to the terms and conditions in this Agreement, you may use the Vwala! Services via your Account Management Area.

3.2. Voluntary Participation. Your participation in the Vwala! Network is purely voluntarily and you may terminate your participation at any time. Vwala! shall not be construed or deemed as having solicited, requested or procured you or your services to promote Vwala! or its respective trade or business.

3.3. Not a Supplier, etc. You are not and shall not, at any time, be deemed to be a vendor, supplier or provider of goods or services to Vwala!, and neither your participation on the Vwala! Network, use of any Vwala! Service or receipt of payment of any compensation under any Vwala!-tracked engagement shall be construed or be deemed to be an inducement for or solicitation of you to provide any products or services to Vwala!.

3.4. General Covenants. You acknowledge and agree that you will: (a) use any Content obtained by you from us in connection with this Agreement only in a lawful manner and only in accordance with the terms of this Agreement; (b) not modify or alter any Content that consists of a graphic image, other than to resize it; (c) not edit any Content that consists of text, other than to shorten its length; (d) not sell, redistribute, sublicense or transfer any Content; (e) not use any Content in a manner intended to send sales to any site other than the Site(s) associated with the Vwala! Network; (f) promptly delete any Content that is no longer displayed on the Vwala! Site or that we notify you is no longer available for your use and (g) not use any Content, including any name or likeness embodied therein, in a manner (e.g., a closely proximate placement to unrelated third party materials) that implies a person's or company's endorsement or sponsorship of, or commercial tie-in or other association with, any product, service, party or cause.

3.5. Prohibited Activities. In respect or in relation to any Site (or portion thereof) used by you in connection with your participation on the Vwala! Network, you may not engage in any activity that is or constitutes, or that involves, facilitates, advocates or promotes, one or more of the following: (a) discrimination on the basis of race, ethnicity, gender, religion, sexual orientation, age or disability; (b) libelous, defamatory, threatening, harassing, tortious, or similarly abusive activities; (c) obscene, pornographic, or sexually explicit materials or similar activities or content; (d) gambling; (e) sale, export or use of illegal substances; (f) terrorism, sedition or other illegal activities; (g) MP3, MPEG and/or other proprietary materials for download, sale or otherwise, in any case without the permission of the owner of the Intellectual Property Rights (h) a conflict or violation of any law or regulation or any Intellectual Property Rights or other rights of any person or entity; (i) harm to minors in any way; or (j) impersonation of any person, including any Vwala! representative, or misrepresentation of affiliation with any person.

3.6. Vwala! as Neutral Host. Participation in the Vwala! Network is not an endorsement by Vwala! of any Merchant, Advertiser or Endorser. Vwala! operates the Vwala! Network and/or provides the Vwala! Services as a neutral host, and Vwala! does not regularly or proactively monitor, regulate or police the usage thereof by any of its participants. Vwala! is not responsible or liable for the acts, omissions, agreements or promises of or by any Merchant, Advertiser, Endorser or other Site using Vwala! Services to enter into any arrangement or otherwise work with any other person or entity. Vwala! acts as a venue to allow users who comply with Vwala!’s policies to offer, sell, and buy certain Products. Vwala! is not directly involved in the transaction between buyers and sellers. As a result, Vwala! has no control over the quality, safety, morality or legality of any aspect of the items listed, the truth or accuracy of the listings, the ability of Merchants to sell items or the ability of Consumers to pay for items. Vwala! does not pre-screen users or the Content provided by users. Vwala! cannot ensure that a Consumer or Merchant will actually complete a transaction.

3.7. Independent Contractors. Vwala! is the host of the Vwala! Network. Merchants, Advertisers and Endorsers are independent parties and Vwala! does not and shall not have any responsibility or liability for the acts, omissions, promotions, Content or Qualifying Links or other links of any Merchant and/or Advertiser, Endorser or other third party, including breaches of engagements by Merchant and/or Advertiser, or for screening or policing the Sites or actions of Merchant and/or Advertiser or Endorsers.

3.8. Other Covenants. You may not: (a) directly or indirectly offer any person or entity any consideration or incentive (including, without limitation, payment of money (including any rebate), or granting of any discount or other benefit) for using Qualifying Links on your Site to access the Vwala! Network (e.g., by implementing any "rewards" program for persons or entities who use Qualifying Links on your site to access the Vwala! Network); (b) read, intercept, record, redirect, interpret, or fill in the contents of any electronic form or other materials submitted to us by any person or entity; (c) in any way modify, redirect, suppress, or substitute the operation of any button, link, or other interactive feature of the Vwala! Network; (d) make any orders or subscription requests, or engage in other transactions of any kind on Vwala! Service on behalf of any third party, or authorize, assist, or encourage any other person or entity to do so; (e) take any action that could reasonably cause any customer confusion as to our relationship with you, or as to the Site on which any functions or transactions (e.g., search, order, browse, and so on) are occurring; (f) attempt to intercept or re-direct (including, without limitation, via user-installed software) traffic from or on, or divert referral fees from, any web site that participates in the Vwala! Network; or (g) seek to purchase or register any keywords, search terms or other identifiers that include the words "Vwala!", "V!", “Mugsy”, "Pure Verticals" or any other trademark of Pure Verticals, Inc. or its affiliates, or variations or misspellings thereof for use in any search engine, portal, sponsored advertising service or other search or referral service.

       4. Endorsements (as used in this Section 4, “you” and “your” refers to an Endorser).

4.1. Revenue Share. We will pay you (in accordance with Section 6) a Revenue Share on certain Product sales and Ad Consumption. For a Product sale to be eligible to earn Revenue Share, the Consumer must click-through a Qualifying Link on your Site to the Vwala! Network and add the Product to his or her Universal Shopping Cart. You will be entitled to Revenue Share for any Products added to the Consumer’s Universal Shopping Cart in a single session. We will only pay Revenue Share on eligible Products after order, payment, and shipping have occurred. You will be entitled to Revenue Share of any Ad Consumption as set forth in the Advertisers’ Programs.

4.2. Use of Qualifying Links. Each Qualifying Link used by you in relation to a Vwala!-tracked engagement must include, in unaltered form, the special "tagged" link codes and/or other transaction tracking codes in the manner and format made available or otherwise dictated by Vwala! that, among other things, associate such Qualifying Link with such engagement. You must ensure that each of the links placed on your Site properly utilizes the Qualifying Links. You will earn Revenue Share only with respect to activity occurring directly through such Qualifying Links; we will not be liable to you with respect to any failure by you to use Qualifying Links, including to the extent that such failure may result in any reduction of amounts that would otherwise be paid to you pursuant to this Agreement.

4.3. Valid Referrals Only. You will place or use Qualifying Links only with the intention of delivering valid sales, leads, applications, accounts, clicks or other specified compensable tracked activities. You may not, nor knowingly permit any person to, activate a Qualifying Link or inflate the amount of any sought-after or resulting tracked activities through any method or technology that does not actually deliver an end user to the destination Site associated with such Qualifying Link, including, but not limited to, using any device, program, robot, Iframes or hidden frames.

4.4. Vwala!’s Determination Final and Binding. All determinations of Qualifying Links and the compensation due to you made by Vwala! shall be final and binding on you. Vwala! is under no obligation to investigate or resolve any claim or dispute involving you and any Merchant and/or Advertiser or other third party person. If Vwala!, in its sole discretion, elects to investigate or otherwise become involved in any such claim or dispute, it shall not thereby undertake, assume or have any duty, obligation or liability to you or any other party to the claim or dispute.

4.5. Merchant and/or Advertisers’ Terms and Conditions; Additional Vwala! Terms and Conditions. In addition to and without limiting your obligations under this Agreement, your participation in the Vwala! Network may require that you enter into additional agreements with Vwala! or with those Merchants and/or Advertisers in whose Programs you participate. In such event, the terms and conditions of each such Merchant’s and/or Advertiser’s engagement governs your relationship with that Merchant and/or Advertiser, including your use of the Qualifying Links associated with that Merchant and/or Advertiser, the tracked activities sought, the compensation that might become payable, and any limitations or restrictions that may apply to your promotion of such Merchant and/or Advertiser or its Products and Advertisements. Vwala! has no liability or responsibility to review, endorse, police or enforce any such engagements. In addition, in certain Vwala! Services, your participation in specific engagements may also be governed by additional terms and conditions established by Vwala!.

4.6. Distribution of Qualifying Links. If you currently distribute, or plan to distribute, Qualifying Links on, to or through Sites other than those owned or operated by you and registered with Vwala!, (a) you hereby agree that upon Vwala!’s request from time to time, you will provide to Vwala! a list of Sites that are not owned or operated by you (together with any reasonably requested information about any such Sites) where Qualifying Links (and associated materials) have been, or are planned to be distributed and/or used, and (b) you agree to provide prompt and reasonable cooperation to Vwala! in responding to any requests, complaints, claims or other issues raised by any Merchant and/or Advertiser regarding where and how such Merchant’s and/or Advertiser’s Products and Advertisements are distributed and/or used, including ceasing further distribution of such Qualifying Links (and associated materials) as appropriate.

4.7. Termination of Qualifying Links. Vwala! or the relevant Merchant and/or Advertiser may terminate any Qualifying Links associated with any Vwala!-tracked engagements with which you have entered into with such Merchant and/or Advertiser. Vwala! may also terminate any Qualifying Links associated with any Vwala!-tracked engagements with which you have entered into directly with Vwala!. You must remove any Qualifying Links after any termination of the corresponding engagements, including due to termination or expiration of a relevant Merchant’s and/or Advertiser’s participation. If Qualifying Links are not so removed, Vwala! may redirect such links as it determines in its sole discretion, with or without compensation to you.

4.8. No Modification of Content. You may not modify, resize, reformat, edit or otherwise alter any Content provided by any Merchant and/or Advertisement in the Vwala! Catalog, unless specifically permitted to do so by such Merchant and/or Advertiser. In such event, any such modifications shall be strictly limited in accordance with such Merchant and/or Advertiser’s specific authorization.

4.9. Discontinuing Use of Qualifying Links. You may at any time discontinue use of Qualifying Links by removing such Qualifying Links from your Site, with or without notice to Vwala! or, subject to the terms of your engagement, with the relevant Merchant and/or Advertiser, provided, however, that you remain subject to such engagement and this Agreement until you separately terminate such engagement or Agreement.

4.10. Responsibility for Your Site. You will be solely responsible for the development, operation, and maintenance of your Site and for all materials that appear on your Site. For example, you will be solely responsible for: (a) the technical operation of your Site and all related equipment; (b) ensuring the display of Qualifying Links on your Site does not violate any agreement between you and any third party (including without limitation any restrictions or requirements placed on you by a third party that hosts your site); (c) the accuracy and appropriateness of materials posted on your Site (including, among other things, all Product-related materials and any information you include within or associate with Qualifying Links); (d) ensuring that materials posted on your Site do not violate or infringe upon the rights of any third party (including, for example, copyrights, trademarks, privacy, or other personal or proprietary rights); (e) ensuring that materials posted on your Site are not libelous or otherwise illegal; and (f) ensuring that your Site accurately and adequately discloses, either through a privacy policy or otherwise, how you collect, use, store, and disclose data collected from visitors, including, where applicable, that third parties (including advertisers) may serve content and/or advertisements and collect information directly from visitors and may place or recognize cookies on visitors' browsers.

We disclaim all liability for these matters. Further, you will indemnify and hold us harmless from all claims, damages, and expenses (including, without limitation, attorneys' fees) relating to the development, operation, maintenance, and content of your Site.

4.11. Site Information. You acknowledge that, by participating in the Vwala! Network and placing any Qualifying Link within your Site, we may receive information from or about visitors to your Site or communications between your Site and those visitors. Your participation in the Vwala! Network constitutes your specific and unconditional consent to and authorization for our access to, receipt, storage, use, and disclosure of any and all such information, consistent with the policies and procedures set forth in the Privacy Notice on the Vwala! Site.

4.12. Monitoring. You also acknowledge that we and/or Vwala! Related Parties may crawl or otherwise monitor your Site for the purpose of ensuring the quality and reliability of Qualifying Links and other Vwala! Services on your Site (for example, to detect links that are broken or non-functional, links to products that are out of stock or otherwise unavailable, etc.). Therefore, you agree that we and/or Vwala! Related Parties may take such actions and that you will not seek to block or otherwise interfere with such crawling or monitoring (and that we and/or Vwala! Related Parties may use technical means to overcome any methods used on your Site to block or interfere with such crawling or monitoring).

4.13. Third Party Sites. If Endorser utilizes Third Party Content from Third Party Sites within the Vwala! Network, then such Endorser agrees to abide by the terms and conditions of the Third Party Sites.

       5. Programs (as used in this Section 5, “you” and “your” refers to a Merchant and/or Advertiser as applicable).

5.1. Payment for Products. Vwala! will process payment from the Consumer of any Product sale. Vwala! will deposit in the Merchant’s Paypal Account all such payments owing to the Merchant, minus Vwala!’s transaction fee equal to 9% on each Product sale and the Pay-Outs, in accordance with Section 6 below.

5.2. Ad Consumption Payments. An Advertiser shall deposit a minimum of $50.00 with Vwala! at the commencement of an Advertisement Program, which will be placed in an account and Vwala! will deduct from such account Vwala!’s advertising transaction fees of $0.01 and Endorser’s Ad Payout Consumption fees for each Ad Consumption. The Ad Consumption and the fees deducted will be set forth on the Advertiser’s Account Management Area. In the Advertiser’s Account Management Area, such Advertiser can elect a payment plan appropriate for such Advertiser when the deposit is reduced to $25.00.

5.3. Program Page. The details of a Merchant’s and/or Advertiser’s Program shall be contained within your "Program Page" which will be accessible to Participants in the Vwala! Network. You will also have the obligation to manage inventory on the Program Page so that Vwala! can keep the Vwala! Catalog up-to-date so that Endorsers know what Products and Advertisements are available at any time. You must provide us with a copy of your Program Page content prior to your Program being activated for our review for consistency with the Vwala! Network. To revise your Program Page, the terms and conditions set forth on your Program Page, or any Product offered for sale or Advertisement on the Program Page, you must make such revision on your Program Page and then immediately notify Vwala! of such revision. Notwithstanding the preceding, nothing contained on your Program Page may conflict with the terms and conditions contained in this Agreement, and any such conflicting terms and conditions shall be void.

5.4. Listing of Products. By listing Product or Advertisement in the Vwala! Catalog, you warrant that you and all aspects of Product and Advertisement comply with the Agreement. You also warrant that you may legally sell the Product and disseminate the Advertisement. Your listings may only include text descriptions, graphics, pictures and other Content relevant to the sale of the Product or Advertisement. All Products and Advertisements must be listed in an appropriate category with appropriate tags. For Products, each listing must accurately and completely describe the Product(s) for sale in that listing. If the "in stock" quantity is more than one, all Products in that listing must be identical. Each unique Product must have its own listing.

5.5. Binding Sale. All sales are binding. The Merchant is obligated to ship the order or otherwise complete the transaction with the Consumer once the Merchant is notified as of purchase pursuant to Section 5.6.

5.6. Fulfillment of Product Orders; Shipment. If Consumer purchases a Product within the Vwala! Network, Vwala! will notify the Merchant in its Account Management Area. Once Vwala! has notified the Merchant, all obligations to fulfill the order are shifted to the Merchant, including without limitation shipment, customer service, returns and managing disputes, and Merchant will have direct contact with the Consumer. Merchant must ship the Product (or get in touch with the Consumer if the Product is a service) within three business days. If Merchant cannot do so within the three business day period, then Merchant must cancel the Product order.

5.7. Chargebacks/Product Returns. A "Chargeback" means that a Product sale is not eligible for the Pay Out, only in the following circumstances: (a) Product return; duplicate entry or other clear error; (b) Endorser's failure to comply with your Program terms or breach of this Agreement with respect to such Endorser's participation in your Program; or (c) refund of payment to the Consumer by you. Merchant’s return and exchange policy must be set forth on the Program Page, which will be visible to Consumers. Merchant agrees to abide by such policy.

5.8. Endorsements; Rankings and Reviews. By participating in the Vwala! Network, you agree that all Endorsers participating in the Vwala! Network will have access to your Program Page and may endorse your Products and Advertisements, subject to Section 5.9 below. You further acknowledge and agree that Vwala! Services allow Endorsers and Consumers to rank and/or review your Products, Advertisements and service. Vwala! is not responsible for any such Content, and does not verify its accuracy, completeness or usefulness by others, and will only remove Content in Vwala!’s sole discretion. Vwala! is not liable for any statements made by a Endorser or Consumer on the Vwala! Network. Vwala! is the host of each Vwala! Network. Merchants, Endorsers and Consumers are independent parties and Vwala! does not and shall not have any responsibility or liability for the acts, omissions, promotions, Content or Qualifying Links or other links of any Merchant, Endorser or other third party, including breaches of engagements by Merchants or Endorsers, or for screening or policing the Sites or actions of Merchants or Endorsers

5.9. Terminating Endorsers from Your Program. You may terminate an Endorser, or one of that Endorser's Sites, from your Program immediately; however any Product order initiated before termination must be honored by you. In order to terminate an Endorser from your Program, you must use the automated function through the Vwala! Network. We are not responsible for Endorsers' compliance with your termination requests. Vwala! may terminate an Endorser from your Program in Vwala!’s sole discretion.

5.10. Representation. You represent and warrant that you have full power and authority under all relevant laws and regulations: (a) to offer and sell the Products and to make the Advertisements, including, but not limited to, holding all necessary licenses from all necessary persons or jurisdictions to engage in the advertising and sale of the Products; (b) to copy and display the materials used or displayed in your Program; and (c) to provide for credit card payment and delivery of Products as specified in the Program.

5.11. Your Privacy Policy. You agree (a) to post a privacy policy in your Program that, at a minimum, discloses any and all uses of personal information that you collect from Consumers or other end users, which will be accessible to Endorsers and Consumers; and (b) to use personal information only as expressly permitted by your privacy policy. You agree to indemnify, hold harmless and defend Vwala! and Vwala! Related Parties from and against any and all claims stemming from your failure to comply with this provision and/or your failure or refusal to abide by the terms and provisions of any applicable privacy policies.

5.12. Vwala! Catalog. You agree that you will not enter any of the following Products, or Advertisements related to the following products, into the Vwala! Catalog: alcohol, tobacco, products that have been identified by the U.S. Consumer Products Safety Commission (CPSC) as hazardous to consumers, or products that are obscene or otherwise illegal.

       6. Payment; Tax Obligations

6.1. Payment Schedule. During each calendar month, Endorsers and Merchants will receive what they are entitled to receive pursuant to Sections 4.1 and 5.1. Endorsers will earn such amounts on a monthly basis for Products shipped and Ad Consumption in the applicable month. Approximately 60 days following the end of the calendar month in which a Shipment or Ad Consumption occurs, we will deposit such amounts into an Endorser’s or Merchant’s Paypal Account. We will accrue and withhold such amounts until the total amount due is at least $100.00. We are obligated by U.S. federal law to obtain tax information from Vwala! Network Participants who are U.S. citizens, U.S. residents or U.S. corporations and from Vwala! Network Participants who are not U.S. citizens or residents but whose businesses are taxable in the U.S. If we believe you are a Vwala! Network Participant from whom we are obligated to obtain tax information and you do not provide this information to us after we have requested it, we may withhold any amounts due to you in accordance with our interpretation of applicable law.

6.2. Payment Terms. The fact that a compensation amount is reported for any tracked activity does not necessarily mean that a payment is due to you from Vwala!, since payment may be subject to conditions established by a particular Merchant and/or Advertiser, or Vwala!, including policies regarding order cancellation, returned merchandise, receipt of pending credit card authorizations and/or chargebacks and minimums for earned compensation before payment is made. We may apply a debit to your Paypal Account in an amount equal to a payout previously credited to your account in circumstances of: (i) Product returns; (ii) duplicate entry or other error; (iii) non-bona fide transactions; (iv) non-receipt of payment from, or refund of payment to, the Consumer by the Merchant; or (v) your failure to comply with a Merchant and/or Advertiser's Program terms or other agreement with a Merchant or Advertiser ("Charge-back"), all as determined in our sole discretion. Charge-backs may be applied to your account at any time, including previous payment cycles.

6.3. Vwala!’s Right to Assess Fees. Vwala! may, at any time upon prior written notice to you as described below, commence charging or assessing fees in relation to any or all Vwala! Services made available to you including your participation on any Vwala! Network(s). Except as otherwise expressly provided in this Agreement, in the event Vwala! elects to charge or assess fees, you will be notified at least one (1) month in advance in writing by email or posting through the Account Management Area. You may elect not to pay any such fees by discontinuing your participation in all Vwala! Services prior to the commencement charge or assessment of such fees. Any and all fees or other charges may be offset against or debited from any amounts that might be held in account for you by Vwala! or Vwala! Related Parties including any amounts that may be due, payable or paid to you by a Merchant, Advertiser, Vwala!, Vwala! Related Parties, or any third parties.

6.4. Tax. You agree that you are solely responsible for any and all tax obligations, if any, due to all taxing authorities arising from or in connection with your participation in any Vwala! Services and the Vwala! Network. In particular, Merchants and Advertisers acknowledge and agree that any income or sales tax withholding and/or reporting obligation arising from Pay Outs to Endorsers, or arising from transactions with Consumers, is the sole responsibility of the Merchant or Advertiser. Vwala! is a mere facilitator of transactions between Consumers and Merchants and Advertiser, and transactions between Endorsers and Merchants and Advertisers, but is not a party to such transactions.

       7. Provision of Information

7.1. Information. Vwala! maintains information about you on Vwala! servers, including, but not limited to, information contained in the Account Management Area, your customer order information, sales information, and clickstream data ("Information"). You grant to Vwala! a non-exclusive, worldwide, royalty-free, perpetual license to use the Information in aggregate form (i.e., in a form that is not individually attributable to you) for research, marketing and other promotional purposes. You agree that Vwala! may disclose the Information in the good faith belief that such action is reasonably necessary: (a) to comply with the law; (b) to comply with legal process; (c) to enforce this Agreement; (d) to respond to claims that you or are engaged in activities that violate the rights of third parties; or (e) to protect the rights or interests of Vwala! or others; provided, however, that nothing in this Section shall impose a duty on Vwala! to make any such disclosures. Notwithstanding anything to the contrary herein, Vwala! owns any Information obtained from the Vwala! Network that is not personal to Vwala! Participants.

7.2. Technical Access. You acknowledge and agree that technical processing of the Information is and may be required: (a) for the Vwala! Network to function; (b) to conform to the technical requirements of connecting networks; (c) to conform to the technical requirements of the Vwala! Network; or (d) to conform to other, similar technical requirements. You also acknowledge and agree that Vwala! may access your Account Management Area and its contents as necessary to identify or resolve technical problems or respond to complaints about the Vwala! Network.

       8. Intellectual Property

8.1. Vwala! Basic Intellectual Property Rights. Except for the rights expressly granted herein, this Agreement does not transfer from Vwala! to you any Vwala! developed, licensed, or owned Intellectual Property, and all rights, title, and interest in and to such Intellectual Property shall remain solely with Vwala!. You agree that you will not, directly or indirectly, reverse engineer, decompile, disassemble, or otherwise attempt to derive source code or other Intellectual Property from or belonging to Vwala! for any purpose other than as expressly pre-authorized in writing by Vwala!.

8.2. Vwala! Name. You may not use Vwala!'s name or any language, pictures, symbols or Intellectual Property directly or indirectly revealing Vwala!'s identity in any (i) written or oral advertising or presentation, (ii) brochure, newsletter, book, or other written material of whatever nature, or (iii) in any digital format whether through a computer or website enabled display or otherwise, without Vwala!'s prior written consent. You agree that any and all press releases and other public announcements related to this Agreement and subsequent transactions between Vwala! and you, including the method and timing of such announcements, must be approved in advance by Vwala! in writing. Vwala! reserves the right to withhold approval of any public announcement in its sole discretion. You agree that you will not disparage Vwala!, any Vwala! Related Party, any Vwala! Network, or any Participants thereof.

8.3. Trademarks. The Vwala!, V!, and Mugsy product and service names, and any of their related logos and slogans are all trademarks of Pure Verticals, Inc. (the "Vwala! Marks"). Without Pure Verticals’ prior written permission, you agree not to display, or use in any manner, the Vwala! Marks.

8.4. Vwala! Proprietary Rights and Software. You acknowledge and agree that the Vwala! Network and any necessary software used in connection with the Vwala! Network ("Software") contains proprietary and confidential information that is protected by applicable intellectual property and other laws. You further acknowledge and agree that Content available from Vwala! for the Vwala! Network is protected by copyrights, trademarks, service marks, patents, or other proprietary rights and laws. Except as expressly authorized by Vwala!, you agree not to modify, rent, lease, loan, sell, distribute, or create derivative works based on such Content, the Vwala! Network, or the Software, in whole or in part.

8.5. License. Vwala! grants to you a personal, nontransferable and nonexclusive right and license to use the object code of its Software only on a server controlled by Vwala! for the sole purpose of using the Vwala! Network as more particularly described in Section 8.7; provided that you do not (and do not allow any third party to) copy, modify, create a derivative work of, reverse engineer, reverse assemble, or otherwise attempt to discover any source code, sell, assign, sublicense, grant a security interest in, or otherwise transfer any right in the Software. You agree not to modify the Software in any manner or form, or to use modified versions of the Software, including (without limitation) for the purpose of obtaining unauthorized access to the Vwala! Network. You agree not to access the Vwala! Network by any means other than through the interface that is provided or authorized by Vwala! for use in accessing the Vwala! Network.

8.6. Use. You may not use Web Pages or parts of Web Pages generated by means of the Software, other than Content that originates from and is proprietary to you, on any server other than the servers controlled by Vwala! without Vwala!'s express written agreement. You also acknowledge and agree that the Software is intended for access and use by means of web browsing software, and that Vwala! does not commit to support any particular browsing platform. Vwala! reserves the right at any time to revise and modify the Software, release subsequent versions thereof and to alter features, specifications, capabilities, functions, and other characteristics of the Software, without notice to you. If any revision or modification to the Software materially changes your ability to conduct business, your sole remedy is to terminate this Agreement

8.7. Your Use of Vwala! Services. To use the Vwala! Network, Vwala! grants you a personal, non-exclusive, non-transferable, non-sublicenseable, revocable and limited license and right, subject to the terms of this Agreement, to: (i) participate in the Vwala! Network; (ii) access the Account Management Area; (iii) solely for your use in connection with your participation in such Vwala! Network, download any reports made available to you by Vwala!; and (iv) use any software code or other Content that is provided by Vwala! solely for the purpose of creating and maintaining Qualifying Links in accordance with this Agreement and your engagements, for such purpose, and no other purpose, but only in the form so provided. All other use of any Vwala! Network, Account Management Area, any reports made available to you by Vwala! and such software code or Content, including modification, publication, transmission, transfer or sale of, reproduction, creation of derivative works, distribution, performance, display, incorporation into another Site or mirroring is prohibited. Vwala! may change the form and/or content of any report at any time without notice to you.

8.8. Duration of License Rights; Reservation. The above licenses with respect to the Vwala! Network are valid only while you remain a member of the Vwala! Network in good standing and comply with this Agreement. Vwala! may revoke any such license at any time by giving you notice by e-mail or in writing or by terminating your Account Management Area. Vwala! reserves all rights that are not specifically granted to you by this Agreement

       9. Your Obligations

9.1. No Poaching. You may not use any Vwala! Services in connection with aggregating, soliciting or recruiting Merchants and/or Advertisers, Endorsers, Consumers or other Sites or other persons to form or join affiliate marketing, advertising or similar network.

9.2. No Sublicense, etc. You may not sublicense, rent, lease, sell, assign, resell, outsource or service bureau any Vwala! Services, and any attempt to do so shall be null and void.

9.3. No Reverse Engineering. You will not make unauthorized modifications, reverse engineer, disassemble, decompile or attempt to derive source code of any Vwala! Service.

9.4. No Hacking, etc. You agree not to hack, abuse, adversely interfere with, infect with viruses, worms or other malicious or destructive code, or use or cause to be used in extraordinary and unreasonable or inappropriate ways or amounts, any Vwala! Service, including any servers, bandwidth supply, equipment, software and other technological resources provided by Vwala!.

9.5. No Spam. You may not use any Qualifying Links in any electronic message unless (a) you have received the express written authorization of Vwala! or the Merchant and/or Advertiser to use email or other electronic messages to promote it or its Qualifying Link and (b) any and all such electronic messages comply in all respects with this Agreement, the Merchant’s and/or Advertiser’s terms and conditions, and any and all applicable laws, including the requirements of the Can Spam Act of 2003 (Public Law No. 108-187). Further, no electronic message initiated or sent by you or on your behalf may identify Vwala! or, except as expressly authorized by an individual Merchant or Advertiser, any Merchant or Advertiser as a sender or sponsor of such electronic message.

9.6. No Interference. You may not, through downloadable or other technology, replace, intercept, redirect, block, alter or otherwise interfere with the full functioning and intended actions of any Qualifying Link that has been placed or distributed by another Endorser including any action that would in any way prevent the behavior or result that would occur or would have occurred had an end user activated such Qualifying Link without your interference.

9.7. No Infringing Uses. You may not use any name, trademark, service mark, domain name or other Intellectual Property Rights of any third party in connection with your use of any Qualifying Links, the Vwala! Network or any other Vwala! Service, in any way or for any purpose that infringes or violates any Intellectual Property Rights or other rights of such third party, whether for the purpose of increasing the levels of tracked activities attributable to your Qualifying Links or for any other purpose.

9.8. Fraud, Abuse, etc. You will not, and will not knowingly permit other persons to, engage in any fraudulent, abusive or illegal activity in connection with your participation on the Vwala! Network or in connection with any Program or engagement within any Vwala! Network.

       10. Grant of Licenses to Vwala!

10.1. Use of your Content. Vwala! may show your Content on any Vwala! Service. Should you do so, by way of uploading, delivering or otherwise making available to Vwala! any Content and/or other materials (including any Intellectual Property Rights therein and thereto), you agree to grant, and hereby grant, to Vwala! a non-exclusive, worldwide, royalty-free, sublicenseable, perpetual license to use and store the same including in relation to conducting its business or performing any services in relation to any Vwala! Network. This Section will survive any termination.

10.2. Use of your Name. Vwala! shall have the right to refer to you by your name in connection with the Vwala! Network and/or the performance or provision of any Vwala! Services, including in communications sent to actual or prospective participants of the Vwala! Network.

10.3. Disclosure of Business Relationship. Nothing in this Agreement shall prevent Vwala! from making any public or private statements about your business relationship with Vwala! and/or any Merchant and/or Advertiser and/or your participation in the Vwala! Network.

10.4. Use of your Logo. Except as expressly provided above, Vwala! shall not use any of your logos and/or other trademarks without your prior written approval. Any and all uses of your logos and/or other trademarks shall be in accordance with your specified usage guidelines.

       11. Representations and Warranties. You represent, warrant and covenant as follows:

11.1. You have the legal right to conduct any business conducted by you including in respect of any Site(s) participating in the Vwala! Network;

11.2. Any and all information you provided as part of the registration process or otherwise shall be truthful, accurate and complete, irrespective of any independent verification or other determination made by Vwala!;

11.3. This Agreement has been duly and validly authorized, accepted, executed and delivered by you (or your authorized representative) and constitutes your legal, valid, and binding obligation, enforceable against you in accordance with its terms;

11.4. The performance by you of this Agreement and the participation by you in the Vwala! Network and any relevant Merchant and/or Advertiser’s does not and shall not conflict with or violate (i) any law, rule, regulation, order, judgment, decree, agreement or instrument applicable to you or (ii) if you are an entity, any provision of your certificate of incorporation or other organizational documents.

       12. Confidential Information. You or Vwala! may provide the other with information that is confidential and proprietary to that party or a third party, as is designated by the disclosing party ("Confidential Information"). The receiving party agrees to make commercially reasonable efforts, but in no case less effort than it uses to protect its own Confidential Information, to maintain the confidentiality of and to protect any proprietary interests of the disclosing party. Confidential Information shall not include (even if designated by a party) information that is or becomes part of the public domain through no act or omission of the receiving party, or is lawfully received by the receiving party from a third party without restriction on use or disclosure and without breach of this Agreement or any other agreement without knowledge by the receiving party of any breach of fiduciary duty, or that the receiving party had in its possession prior to the date of this Agreement. You agree that Vwala! may provide your e-mail address(es) and other basic information. You shall be responsible for all usage and activity on your account and for loss, theft or unauthorized disclosure of your password. You shall provide Vwala! with prompt notification to Vwala! client services help desk of any known or suspected unauthorized use of your Account Management Area or breach of the security of your Account Management Area.

       13. Compliance with Laws. You and your affiliates, officers, directors, employees, consultants, agents and representatives, and the conduct of your business, your performance under any engagements with Vwala!, and your use of the Vwala! Network and/or Vwala! Services shall comply at all times with all applicable federal, state, local, provincial and foreign laws, ordinances, rules, regulations, orders, judgments and decrees.

       14. DISCLAIMER OF WARRANTIES. YOU EXPRESSLY UNDERSTAND AND AGREE THAT:

14.1. THE VWALA! NETWORK AND SOFTWARE ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. VWALA! EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT.

14.2. YOUR USE OF THE VWALA! NETWORK, THE SOFTWARE, AND ANY MATERIAL AND/OR DATA DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE VWALA! NETWORK, IS DONE AT YOUR OWN DISCRETION AND RISK, AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGES TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF SUCH MATERIAL AND/OR DATA.

14.3. THE SECURITY MECHANISM INCORPORATED IN THE SOFTWARE HAS INHERENT LIMITATIONS, AND YOU MUST DETERMINE THAT THE SOFTWARE ADEQUATELY MEETS ITS REQUIREMENTS.

14.4. NEITHER THIS AGREEMENT NOR ANY DOCUMENTATION FURNISHED UNDER IT IS INTENDED TO EXPRESS OR IMPLY ANY WARRANTY THAT(i) THE VWALA! NETWORK OR SOFTWARE WILL MEET YOUR REQUIREMENTS, (ii) THE VWALA! NETWORK OR SOFTWARE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (iii) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE VWALA! NETWORK WILL BE ACCURATE OR RELIABLE, (iv) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE VWALA! NETWORK WILL MEET YOUR EXPECTATIONS, AND (v) ANY ERRORS IN THE SOFTWARE WILL BE CORRECTED.

14.5. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED THROUGH OR FROM THE VWALA! NETWORK SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS.

14.6. VWALA! ASSUMES NO RESPONSIBILITY FOR THE TIMELINESS, DELETION, MISDELIVERY, OR FAILURE TO STORE ANY USER COMMUNICATIONS OR PERSONALIZATION SETTINGS.

       15. LIMITATION ON LIABILITY

15.1. IF LIABILITY IS IMPOSED ON VWALA! OR VWALA! RELATED PARTIES, THEN YOU AGREE THAT THE TOTAL LIABILITY OF VWALA! AND VWALA! RELATED PARTIES, AND ITS AND THEIR OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUBCONTRACTORS AND REPRESENTATIVES, TO YOU WILL NOT EXCEED TWENTY-FIVE DOLLARS ($25.00). YOU RECOGNIZE AND ACKNOWLEDGE THAT THIS LIMITATION OF DAMAGES IS FAIR AND REASONABLE IN LIGHT OF THE NATURE OF VWALA! SERVICES AND NUMBER OF PARTICIPANTS. YOU ACKNOWLEDGE THAT VWALA! HAS SET ITS PRICES AND POLICIES IN RELIANCE UPON THE LIMITATIONS OF LIABILITY AND THE DISCLAIMERS OF WARRANTIES AND DAMAGES SET FORTH HEREIN, AND THAT THE SAME FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES. YOU AGREE THAT THE LIMITATIONS AND EXCLUSIONS OF LIABILITY AND DISCLAIMERS SPECIFIED IN THESE TERMS WILL SURVIVE AND APPLY EVEN IF FOUND TO HAVE FAILED OF THEIR ESSENTIAL PURPOSE.

15.2. NONE OF VWALA! AND VWALA! RELATED PARTIES WILL BE LIABLE TO YOU (WHETHER IN CONTRACT OR BASED ON WARRANTY, NEGLIGENCE, TORT, STRICT LIABILITY OR OTHERWISE) FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, RELIANCE, PUNITIVE OR SPECIAL DAMAGES, INCLUDING LOSS OF REVENUE OR PROFITS, EVEN IF SUCH PERSON WAS AWARE THAT SUCH DAMAGES COULD RESULT.

15.3. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR LIMITATION OF CERTAIN LIABILITIES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS OF THIS SECTION 15 MAY NOT APPLY TO YOU.

       16. Indemnification You agree to defend, indemnify and hold harmless Vwala! and Vwala! Related Parties, and its and their directors, officers, employees, agents, subcontractors and representatives for and against any and all claims, actions, demands, liabilities, losses, damages, penalties, interest, judgments, settlements, costs and expenses (including reasonable attorneys' fees) that directly or indirectly arise out of or are based on: (a) any misrepresentation or breach of any representation, warranty, or promise or covenant made by you in this Agreement, (b) any conduct, or activity, error or omission by you, including in relation to your participation on the Vwala! Network, performance of any Vwala!-tracked engagement, or otherwise, (c) any violation by you of any law, regulation or rule, (d) your use of any other Vwala! Services, and/or (e) any actual or alleged infringement by you of any Intellectual Property Rights or other rights of any person. Vwala! may, at its election in its sole discretion, assume the exclusive defense and control of any matter otherwise subject to indemnification by you. Vwala! may participate in the defense of all claims as to which it does not assume defense and control, and you shall not settle any such claim without Vwala!'s prior written consent.

       17. Termination.

17.1. Termination. You or Vwala! may, at any time, with or without cause, terminate this Agreement and your participation on the Vwala! Network or use of any Vwala! Service. You may effect such termination through your Account Management Area or by written notice to Vwala! subject to actual receipt thereof.

17.2. Restricted Use. Alternatively, Vwala! may, in its sole discretion, suspend, limit, restrict, condition or deny your access to or use of all or any part of the Vwala! Network or any Vwala! Service.

17.3. Effects of Termination.

              Upon any termination of this Agreement and/or your Participation on the Vwala! Network:

              17.3.0.1. You shall immediately cease to use and remove from any and all Site(s), whether or not owned
              or operated by you, any and all Qualifying Links and all other Content or materials provided to you in
              connection with your participation on the Vwala! Network or your use of any other Vwala! Services.

              17.3.0.2. Any and all licenses and rights granted to you under this Agreement shall immediately cease
              and terminate.

              17.3.0.3. Vwala! may terminate or, in its sole discretion, direct or redirect to any destination Site any and all
              Qualifying Links continued to be used by you without Vwala! incurring any further liability or obligation to
              you.

              17.3.0.4. Any and all confidential or proprietary information of Vwala! (including as applicable any
              confidential or proprietary information of Merchants or Advertisers as and to the extent originally provided
              by Vwala!) that is in your possession or control must be immediately returned or destroyed. If requested,
              you will certify in a writing signed by you or an authorized officer as to the return or destruction of all such
              confidential or proprietary information.

              17.3.0.5. Vwala! may withhold and offset against any and all compensation and/or other fees that are then
              unpaid to you in its possession any assessed fees or other charges you owe to Vwala!, and all amounts
              necessary, as determined in Vwala’s sole discretion, to cover your obligations under the Agreement, to
              include but not limited to any indemnification obligation under this Agreement. Vwala! may refund any
              remaining compensation, if any, to any of the Vwala! Network Advertisers with which you had entered into
              a Vwala!-tracked engagement. Such withholding and offset of such compensation and/or other fees is in
              addition to any other rights and remedies that Vwala! or any Network Advertiser may have in contract, at
              law or in equity.

              All rights or remedies arising out of a breach of any terms of this Agreement shall survive any such termination of this Agreement.

              Sections 4.10, 5.7, 6.2, 7, 8, 10, 12, 14, 15 and 16, and any provision which by its terms are intended to survive any expiration or termination of this Agreement in order to protect the rights or interests of the parties, will survive any expiration or termination of this Agreement. Your representations and warranties in this Agreement shall survive execution, delivery, acceptance, performance, expiration or termination of this Agreement.

       18. Miscellaneous

18.1. Independent Contractors. The parties are independent contractors and nothing in this Agreement shall confer upon either party any authority to obligate or bind the other in any respect.

18.2. Force Majeure. Vwala! shall not be liable to you by reason of any failure or delay in the performance of its obligations hereunder on account of strikes, shortages, riots, insurrection, fires, flood, storm, explosions, acts of God, war, governmental action, labor conditions, earthquakes, interruptions in telecommunications services or Internet facilities, or any other cause which is beyond the reasonable control of Vwala!, whether or not similar to the foregoing.

18.3. Assignability. You shall not assign or delegate any of the rights or obligations under this Agreement, and any such attempted assignment or delegation shall be void. Subject to the preceding sentence, this Agreement is binding on and inures to the benefit of the respective successors, heirs and assigns of each party.

18.4. Severability. If any portion of this Agreement is held by a court with jurisdiction to be invalid or unenforceable, the remaining portions hereof, shall remain in full force and effect. If any provision of this Agreement shall be judicially unenforceable in any jurisdiction, such provision shall not be affected with respect to any other jurisdiction.

18.5. Governing Law; Consent to Jurisdiction. This Agreement shall be governed by and construed in accordance with the laws of the State of California, U.S.A., without regard to its conflicts of law principles. You consent to the personal and exclusive jurisdiction of the Federal and California State courts sitting in San Francisco County, San Francisco, U.S.A. The U.N. Convention on the International Sale of Goods shall not apply to this Agreement.

18.6. Entire Agreement; Third Party Beneficiaries. This Agreement is the entire agreement between the parties pertaining to its subject matter, and supersedes all prior written or oral agreements (including prior versions of this Agreement and any conflicting confidentiality agreements), representations, warranties or covenants between the parties with respect to such subject matter. There are no third party beneficiaries of this Agreement.

18.7. Notices. Vwala! may provide notices to you by posting notices or links to notices in your Endorser Account Area. Notices to you also may be made via e-mail, regular mail, overnight courier or facsimile at your contact addresses of record for any Vwala! Network. If you provide notice to Vwala!, such notice shall be sent, postage prepaid by U.S. registered or certified mail or by international or domestic overnight courier, to: Pure Verticals, Inc., 4690 East Second Street, Suite 5A, Benicia, CA 94510, Attn: President and General Counsel. Notices sent by email or telecopy, with or without electronic confirmation, will not be deemed to be valid unless actual receipt is confirmed in writing by an authorized personnel member of Vwala!.

Information We Automatically Collect
We automatically collect certain information to help us understand how our users use the Service (which we will refer to in this Privacy Policy collectively as "Usage Data"). For example, each time you use the Service we automatically collect your IP address and other information about your Internet connectivity. In addition, we use a technology called "cookies." A cookie is a piece of data that identifies you as a unique user. We use cookies to improve the quality of our Service and make the Service easier to use. We do this by storing information about a particular login session in cookies in order to provide you with a seamless experience during a particular login session. When you logout of the Service, your session cookie information is removed. From time to time we may share Usage Data with third parties. We do so, however, only in the aggregate and not in a manner that will enable the recipient to personally identify you (unless you have given us permission to do so). In addition, we may combine Usage Data with Personal Information (as defined below) in a manner that enables us to trace Usage Data to an individual user. We do so, however, only for our own internal purposes and will not share such combined data with third parties unless you have given us permission to do so.

Information You Choose To Submit
When you register to become a member of the Service, we collect your email address and whatever other personal information you choose to provide (which we will refer to in this Privacy Policy collectively as "Personal Information"). We use your Personal Information to notify you of new product releases, to send service notifications, to customize the advertising and content you see, to fulfill your requests for products and services, to improve our services, to conduct research, and to solicit your feedback and input about the Service. In addition, if you have opted into receiving newsletters or other communications from us, we use your Personal Information for that purpose. When you send messages through the Service, your user name will be identified in the message. Subject to the terms of this Privacy Policy, except for aggregate demographic information that we may share with third parties in a manner that does not link such information to any individual, we will not share your Personal Information with third parties unless you have given us permission to do so.

Your Profile, Media, and Friends
We reserve the right to make all of the following information about you available to all other users of the Service: (a) any information you choose to include in your Service profile (including, without limitation, your first name, last name, age, gender, occupation, self-description, instant messaging id, favorites, and where you live); (b) any videos or other personal media content you submit to us, including any 3rd party content you use; (c) your Vwala! user name and site contacts; and (d) the date you registered to become a member of, and last logged into, the Service.

Invitations and Messages
If you invite another person to join the Service, we will ask for that person’s name and email address. We use this information to contact and, if necessary, remind that person that he or she has been invited to join the Service. In addition, when you invite other members into your personal network or send messages through the Service, we collect and maintain the information associated with those messages (including email addresses and content) on secure servers.

Other Authorized Disclosures
Notwithstanding anything in this Privacy Policy to the contrary, you understand and agree that Vwala! may access, preserve, and disclose any information we have collected from or about you or that you have submitted: (1) in response to subpoenas, court orders, or legal process, or to establish, protect, or exercise our legal rights or defend against legal claims; (2) to protect the rights and property of Vwala!, its affiliates, or the public; (3) if we believe it is necessary in order to investigate, prevent, or take action regarding illegal activities, fraud, or situations involving potential threats to the safety of any person; (4) to our parent company, subsidiaries, joint ventures, or other companies under common control with Vwala! (in which case we will require such entities to honor this Privacy Policy); and (5) if Vwala! is acquired by or merged with another entity (in which case we will require such entity to assume our obligations under this Privacy Policy). In addition, Vwala! may forward any counter notification that you submit pursuant to Vwala! Terms of Service, and any related communications, to third parties.

Public Areas
Your use of areas of the Service that are intended for interaction with other users may reveal your user name and may allow you to publish certain personal information about you. By choosing to use these areas, you understand and agree that anyone with access to those areas may access and forward any information about you that is contained in or that you post to those areas. As with any social networking service, you should use care when disclosing your personal information to strangers.

Controlling Your Personal Information
The Service provides tools for you to control your profile and other personal information. You can edit your profile and other information at any time through the Vwala! software program and/or Web site. At any time, you can terminate your account which will remove your profile and other personal information from Web site or software view.

Links to Other Sites
The Service may contain links to other Web sites. These other sites maintain their own policies regarding the collection and use of personal information.

Security
We use industry standard security measures, including encryption technology, to protect your information so that it is not made available to unauthorized parties. If you have any questions regarding which measures and techniques we use, feel free to contact us.

Changes
From time to time, Vwala! may change this Privacy Policy. Vwala! will post notice of any such change on the Vwala! Web site located at http://www.vwala.com (the "Site"). You should visit the Site periodically to review any such changes because continued use of the Service following such notice shall indicate your acknowledgment and acceptance thereof. However, if we make any change that allows us to use your Personal Information in any materially different manner than we were permitted under the Privacy Policy in effect at the time you submitted such Personal Information, we will obtain your consent before making such materially different use.

Additional Questions
Please contact us if you have further questions about the Service. You can reach us by:

Email: support@vwala.com
Facsimile: 1 707 749 3044

Mailing Address

Vwala!
c/o Pure Verticals, Inc.
2964 Alvarado Street, Suite B
San Leandro, California 94577
USA

Privacy Policy is effective November 20, 2009