LOOPFUSE ON-DEMAND :: TERMS OF SERVICE

Master Subscription Agreement

LOOPFUSE TERMS OF USE:

BY CLICKING THE "I ACCEPT" BUTTON DISPLAYED AS PART OF THE ORDERING PROCESS, YOU AGREE TO THE FOLLOWING TERMS AND CONDITIONS (THE "AGREEMENT") GOVERNING YOUR USE OF LOOPFUSE'S ONLINE SERVICE, INCLUDING OFFLINE COMPONENTS (COLLECTIVELY, THE "SERVICE"). IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERMS "YOU" OR "YOUR" SHALL REFER TO SUCH ENTITY. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU MUST SELECT THE "I DECLINE" BUTTON AND MAY NOT USE THE SERVICE.

Summary

As part of the Service, LoopFuse will provide you with use of the Service, including a browser interface and data encryption, transmission, access and storage. Your registration for, or use of, the Service shall be deemed to be your acceptance to abide by this Agreement including any materials available on the LoopFuse website incorporated by reference herein, including but not limited to LoopFuse's privacy and security policies. For reference, a Definitions section is included at the end of this Agreement.

LoopFuse offers a 30-day free trial of our hosted OneView Enterprise Edition with no further obligation. At any time before the end of the free trial you may purchase a subscription to the Service.

1. Privacy

LoopFuse's privacy policy may be viewed at http://loopfuse.com/privacy.php. LoopFuse reserves the right to modify its privacy policy in its reasonable discretion from time to time. Note that because the Service is a hosted, online application, LoopFuse may occasionally need to notify all users of the Service of important announcements regarding the operation of the Service. If you become a paying customer of the Service, you agree that LoopFuse has the right to disclose the fact that you are a paying customer.

2. License Grant & Restrictions

LoopFuse hereby grants you a non-exclusive, non-transferable, worldwide right to use the Service, solely for your own internal business purposes, subject to the terms and conditions of this Agreement. All rights not expressly granted to you are reserved by LoopFuse and its licensors.

You may not access the Service if you are a direct competitor of LoopFuse, except with LoopFuse's prior written consent. In addition, you may not access the Service for purposes of monitoring its availability, performance or functionality, or for any other benchmarking or competitive purposes.

You shall not (i) license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the Service or the Content in any way; (ii) modify or make derivative works based upon the Service or the Content; (iii) create Internet "links" to the Service or "frame" or "mirror" any Content on any other server or wireless or Internet-based device; or (iv) reverse engineer or access the Service in order to (a) build a competitive product or service, (b) build a product using similar ideas, features, functions or graphics of the Service, or (c) copy any ideas, features, functions or graphics of the Service. User licenses cannot be shared or used by more than one individual User but may be reassigned from time to time to new Users who are replacing former Users who have terminated employment or otherwise changed job status or function and no longer use the Service.

You may use the Service only for your internal business purposes and shall not: (i) send spam or otherwise duplicative or unsolicited messages in violation of applicable laws; (ii) send or store infringing, obscene, threatening, libelous, or otherwise unlawful or tortious material, including material harmful to children or violative of third party privacy rights; (iii) send or store material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs; (iv) interfere with or disrupt the integrity or performance of the Service or the data contained therein; or (v) attempt to gain unauthorized access to the Service or its related systems or networks.

3. Your Responsibilities

You are responsible for all activity occurring under your User accounts and shall abide by all applicable local, state, national and foreign laws, treaties and regulations in connection with your use of the Service, including those related to data privacy, international communications and the transmission of technical or personal data. You shall: (i) notify LoopFuse immediately of any unauthorized use of any password or account or any other known or suspected breach of security; (ii) report to LoopFuse immediately and use reasonable efforts to stop immediately any copying or distribution of Content that is known or suspected by you or your Users; and (iii) not impersonate another LoopFuse user or provide false identity information to gain access to or use the Service.

4. Account Information and Data

LoopFuse does not own any data, information or material that you submit to the Service in the course of using the Service ("Customer Data"). You, not LoopFuse, shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use of all Customer Data, and LoopFuse shall not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any Customer Data. In the event this Agreement is terminated (other than by reason of your breach) and you are a paying customer, LoopFuse will make available to you a file of the Customer Data within 30 days of termination if you so request at the time of termination. LoopFuse reserves the right to withhold, remove and/or discard Customer Data without notice for any breach, including, without limitation, your non-payment. Upon termination for cause, your right to access or use Customer Data immediately ceases, and LoopFuse shall have no obligation to maintain or forward any Customer Data.

5. Intellectual Property Ownership

LoopFuse alone (and its licensors, where applicable) shall own all right, title and interest, including all related Intellectual Property Rights, in and to the LoopFuse Technology, the Content and the Service and any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by you or any other party relating to the Service. This Agreement is not a sale and does not convey to you any rights of ownership in or related to the Service, the LoopFuse Technology or the Intellectual Property Rights owned by LoopFuse. The LoopFuse name, the LoopFuse logo, and the product names associated with the Service are trademarks of LoopFuse or third parties, and no right or license is granted to use them.

6. Third Party Interactions

During use of the Service, you may enter into correspondence with, purchase goods and/or services from, or participate in promotions of advertisers or sponsors showing their goods and/or services through the Service. Any such activity, and any terms, conditions, warranties or representations associated with such activity, is solely between you and the applicable third-party. LoopFuse and its licensors shall have no liability, obligation or responsibility for any such correspondence, purchase or promotion between you and any such third-party. LoopFuse does not endorse any sites on the Internet that are linked through the Service. LoopFuse provides these links to you only as a matter of convenience, and in no event shall LoopFuse or its licensors be responsible for any content, products, or other materials on or available from such sites. LoopFuse provides the Service to you pursuant to the terms and conditions of this Agreement. You recognize, however, that certain third-party providers of ancillary software, hardware or services may require your agreement to additional or different license or other terms prior to your use of or access to such software, hardware or services.

7. Charges and Payment of Fees

LoopFuse allows for paid monthly Subscription signup through the Online Order Center, which must occur before the end of the trial term or the Service will be discontinued. To sign up for paid monthly Subscription, you must provide a valid credit card that will be billed immediately to that credit card for user seats, bandwidth package, and support package (Subscription Items) selected which will be the beginning of the billing cycle. The monthly Subscription term will be for 12 months (Subscription Term), billed monthly, and can be cancelled at any time. All amounts paid are nonrefundable. An authorized Service Administrator may add, reduce, or remove user seats, bandwidth package, or support package at any time during the Subscription Term using the Online Order Center. Added Subscription Items will be subject to the following: (i) added Subscription Item will be coterminous with the preexisting Subscription Term (either Initial Term or renewal term); (ii) the subscription fee for the added subscription items will be the then current, generally applicable subscription item fee; and (iii) subscription items added in the middle of a billing month will be charged in full for that billing month. LoopFuse reserves the right to modify its fees and charges and to introduce new charges at any time, upon at least 30 days prior notice to you, which notice may be provided by e-mail. All pricing terms are confidential, and you agree not to disclose them to any third party.

Upon subscription sign up, you will be allowed an allotted a number of e-mails that can be sent from the Service on a monthly basis and an allotment of web page views that can be recorded on a monthly basis based on the subscription type you select. If and when you reach the allotted number of e-mail allowed per month for any particular month, you will not be able to send out any more e-mails for that monthly subscription cycle through the Service. If and when you reach the allotted number of web page view recordings allowed per month for any particular month, no further web page view recordings will occur for that monthly subscription cycle. Both e-mail and web page view recording allotments will be reset to 0 (zero) on the start of the next monthly subscription billing cycle. Both the e-mail and web page view recording allotments can be increased by updating your Subscription before the next monthly subscription billing cycle and can be used within the same monthly cycle. You will be given notice via e-mail when either e-mail or web page view recordings use reaches 90% percent of your monthly allotment.

8. Billing and Renewal

LoopFuse charges and collects in advance for use of the Service. LoopFuse will automatically renew and bill your credit card or issue an invoice to you each year on the subsequent anniversary or as otherwise mutually agreed upon. The renewal charge will be equal to the then-current Subscription fee in effect during the prior term, unless LoopFuse has given you at least 30 days prior written notice of a fee increase, which shall be effective upon renewal and thereafter. Fees for other services will be charged on an as-quoted basis. LoopFuse's fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and you shall be responsible for payment of all such taxes, levies, or duties, excluding only United States (federal or state) taxes based solely on LoopFuse's income.

You agree to provide LoopFuse with complete and accurate billing and contact information. This information includes your legal company name, street and mailing address, e-mail address, and name and telephone number of an authorized billing contact and Subscription Administrator. You agree to update this information within 30 days of any change to it. If the contact information you have provided is false or fraudulent, LoopFuse reserves the right to terminate your access to the Service in addition to any other legal remedies.

If you believe your bill is incorrect, you must contact us in writing within 60 days of the invoice date of the invoice containing the amount in question to be eligible to receive an adjustment or credit.

9. Non-Payment and Suspension

In addition to any other rights granted to LoopFuse herein, LoopFuse reserves the right to suspend or terminate this Agreement and your access to the Service if your account becomes delinquent (falls into arrears). Delinquent invoices (accounts in arrears) are subject to interest of 1.0% per month on any outstanding balance, or the maximum permitted by law, whichever is less, plus all expenses of collection. You will continue to be charged for Subscription fees during any period of suspension. If you or LoopFuse initiates termination of this Agreement, you will be obligated to pay the balance due on your account computed in accordance with the Charges and Payment of Fees section above. You agree that LoopFuse may charge such unpaid fees to your credit card or otherwise bill you for such unpaid fees.

LoopFuse reserves the right to impose a reconnection fee in the event your Service is suspended and thereafter you request access to the Service. You agree and acknowledge that LoopFuse has no obligation to retain Customer Data and that such Customer Data may be irretrievably deleted if your account is 30 days or more delinquent.

10. Termination for Cause

Any breach of your payment obligations or unauthorized use of the LoopFuse Technology or Service will be deemed a material breach of this Agreement. LoopFuse, in its sole discretion, may terminate your password, account or use of the Service if you breach or otherwise fail to comply with this Agreement. In addition, LoopFuse may terminate a free account at any time in its sole discretion. You agree and acknowledge that LoopFuse has no obligation to retain the Customer Data, and may delete such Customer Data, if you have materially breached this Agreement, including but not limited to failure to pay outstanding fees, and such breach has not been cured within 30 days of notice of such breach.

11. Representations & Warranties

Each party represents and warrants that it has the legal power and authority to enter into this Agreement. LoopFuse represents and warrants that it will provide the Service in a manner consistent with general industry standards reasonably applicable to the provision thereof and that the Service will perform substantially in accordance with the online LoopFuse help documentation under normal use and circumstances. You represent and warrant that you have not falsely identified yourself nor provided any false information to gain access to the Service and that your billing information is correct.

12. Disclaimer of Warranties

LOOPFUSE AND ITS LICENSORS MAKE NO REPRESENTATION, WARRANTY, OR GUARANTY AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, TRUTH, AVAILABILITY, ACCURACY OR COMPLETENESS OF THE SERVICE OR ANY CONTENT. LOOPFUSE AND ITS LICENSORS DO NOT REPRESENT OR WARRANT THAT (A) THE USE OF THE SERVICE WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA, (B) THE SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (C) ANY STORED DATA WILL BE ACCURATE OR RELIABLE, (D) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (E) ERRORS OR DEFECTS WILL BE CORRECTED, OR (F) THE SERVICE OR THE SERVER(S) THAT MAKE THE SERVICE AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. THE SERVICE AND ALL CONTENT IS PROVIDED TO YOU STRICTLY ON AN "AS IS" BASIS. ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS, ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW BY LOOPFUSE AND ITS LICENSORS.

13. Internet Delays

LOOPFUSE SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. LOOPFUSE IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS.

14. Limitation of Liability

IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY EXCEED THE AMOUNTS ACTUALLY PAID BY AND/OR DUE FROM YOU IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM. IN NO EVENT SHALL EITHER PARTY AND/OR ITS LICENSORS BE LIABLE TO ANYONE FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES OF ANY TYPE OR KIND (INCLUDING LOSS OF DATA, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE) ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THIS SERVICE, INCLUDING BUT NOT LIMITED TO THE USE OR INABILITY TO USE THE SERVICE, OR FOR ANY CONTENT OBTAINED FROM OR THROUGH THE SERVICE, ANY INTERRUPTION, INACCURACY, ERROR OR OMISSION, REGARDLESS OF CAUSE IN THE CONTENT, EVEN IF THE PARTY FROM WHICH DAMAGES ARE BEING SOUGHT OR SUCH PARTY'S LICENSORS HAVE BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

15. Local Laws and Export Control

This site provides services and uses software and technology that may be subject to United States export controls administered by the U.S. Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, and other U.S. agencies and the export control regulations of Switzerland and the European Union. The user of this site ("User") acknowledges and agrees that the site shall not be used, and none of the underlying information, software, or technology may be transferred or otherwise exported or re-exported to countries as to which the United States, Switzerland and/or the European Union maintains an embargo (collectively, "Embargoed Countries"), or to or by a national or resident thereof, or any person or entity on the U.S. Department of Treasury's List of Specially Designated Nationals or the U.S. Department of Commerce's Table of Denial Orders (collectively, "Designated Nationals"). The lists of Embargoed Countries and Designated Nationals are subject to change without notice. By using the Service, you represent and warrant that you are not located in, under the control of, or a national or resident of an Embargoed Country or Designated National. You agree to comply strictly with all U.S., Swiss and European Union export laws and assume sole responsibility for obtaining licenses to export or re-export as may be required.

This site may use encryption technology that is subject to licensing requirements under the U.S. Export Administration Regulations, 15 C.F.R. Parts 730-774 and Council Regulation (EC) No. 1334/2000

LoopFuse and its licensors make no representation that the Service is appropriate or available for use in other locations. If you use the Service from outside the United States of America, Switzerland and/or the European Union, you are solely responsible for compliance with all applicable laws, including without limitation export and import regulations of other countries. Any diversion of the Content contrary to United States, Swiss or European Union (including European Union Member States) law is prohibited. None of the Content, nor any information acquired through the use of the Service, is or will be used for nuclear activities, chemical or biological weapons, or missile projects, unless specifically authorized by the United States government or appropriate European body for such purposes.

16. Notice

LoopFuse may give notice by means of a general notice on the Service, electronic mail to your e-mail address on record in LoopFuse's account information, or by written communication sent by first class mail or pre-paid post to your address on record in LoopFuse's account information. Such notice shall be deemed to have been given upon the expiration of 48 hours after mailing or posting (if sent by first class mail or pre-paid post) or 12 hours after sending (if sent by email). You may give notice to LoopFuse (such notice shall be deemed given when received by LoopFuse) at any time by any of the following: letter sent by confirmed facsimile to LoopFuse at the following fax numbers (whichever is appropriate): (404)506-9476; letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail to LoopFuse at the following addresses (whichever is appropriate): LoopFuse, Inc, 101 Cloister Drive, Peachtree City, GA, 30269; in either case, addressed to the attention of: Chief Financial Officer.

17. Modification to Terms

LoopFuse reserves the right to modify the terms and conditions of this Agreement or its policies relating to the Service at any time, effective upon posting of an updated version of this Agreement on the Service. You are responsible for regularly reviewing this Agreement. Continued use of the Service after any such changes shall constitute your consent to such changes.

18. Assignment; Change in Control

This Agreement may not be assigned by you without the prior written approval of LoopFuse but may be assigned without your consent by LoopFuse to (i) a parent or subsidiary, (ii) an acquirer of assets, or (iii) a successor by merger. Any purported assignment in violation of this section shall be void. Any actual or proposed change in control of you that results or would result in a direct competitor of LoopFuse directly or indirectly owning or controlling 50% or more of you shall entitle LoopFuse to terminate this Agreement for cause immediately upon written notice.

19. General

This Agreement shall be governed by Georgia law and controlling Unitied States federal law, without regard to the choice or conflicts of law provisions of any jurisdiction, and any disputes, actions, claims or causes of action arising out of or in connection with this Agreement or the Service shall be subject to the exclusive jurisdiction of the state and federal courts located in Atlanta, Georgia. No text or information set forth on any other purchase order, preprinted form or document (other than an Order Form, if applicable) shall add to or vary the terms and conditions of this Agreement. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then such provision(s) shall be construed, as nearly as possible, to reflect the intentions of the invalid or unenforceable provision(s), with all other provisions remaining in full force and effect. No joint venture, partnership, employment, or agency relationship exists between you and LoopFuse as a result of this agreement or use of the Service. The failure of LoopFuse to enforce any right or provision in this Agreement shall not constitute a waiver of such right or provision unless acknowledged and agreed to by LoopFuse in writing. This Agreement, together with any applicable Order Form, comprises the entire agreement between you and LoopFuse and supersedes all prior or contemporaneous negotiations, discussions or agreements, whether written or oral, between the parties regarding the subject matter contained herein.

20. Definitions

As used in this Agreement and in any Order Forms now or hereafter associated herewith: "Agreement" means these online terms of use, any Order Forms, whether written or submitted online via the Online Order Center, and any materials available on the LoopFuse website specifically incorporated by reference herein, as such materials, including the terms of this Agreement, may be updated by LoopFuse from time to time in its sole discretion; "Content" means the audio and visual information, documents, software, products and services contained or made available to you in the course of using the Service; "Customer Data" means any data, information or material provided or submitted by you to the Service in the course of using the Service; "Effective Date" means the earlier of either the date this Agreement is accepted by selecting the "I Accept" option presented on the screen after this Agreement is displayed or the date you begin using the Service; "Intellectual Property Rights" means unpatented inventions, patent applications, patents, design rights, copyrights, trademarks, service marks, trade names, domain name rights, mask work rights, know-how and other trade secret rights, and all other intellectual property rights, derivatives thereof, and forms of protection of a similar nature anywhere in the world; "License Administrator(s)" means those Users designated by you who are authorized to purchase licenses online using the Online Order Center or by executing written Order Forms and to create User accounts and otherwise administer your use of the Service; "Subscription Term(s)" means the period(s) during which a specified number of Users are licensed to use the Service pursuant to the Order Form(s); "Order Form(s)" means the form evidencing the initial subscription for the Service and any subsequent order forms submitted online or in written form, specifying, among other things, the number of licenses and other services contracted for, the applicable fees, the billing period, and other charges as agreed to between the parties, each such Order Form to be incorporated into and to become a part of this Agreement (in the event of any conflict between the terms of this Agreement and the terms of any such Order Form, the terms of this Agreement shall prevail); "Online Order Center" means LoopFuse's online application that allows the Subscription Administrator designated by you to, among other things, add additional Users to the Service; "LoopFuse" means collectively LoopFuse, Inc., a Delaware Corporation, having its principal place of business at 101 Cloister Drive, Peachtree City, GA, 30269; "LoopFuse Technology" means all of LoopFuse's proprietary technology (including software, hardware, products, processes, algorithms, user interfaces, know-how, techniques, designs and other tangible or intangible technical material or information) made available to you by LoopFuse in providing the Service; "Service(s)" means the specific edition of LoopFuse's online demand generation, campaign management, web analytics, billing, data analysis, or other corporate CRM services identified during the ordering process, developed, operated, and maintained by LoopFuse, accessible via http://www.loopfuse.net or another designated web site or IP address, or ancillary online or offline products and services provided to you by LoopFuse, to which you are being granted access under this Agreement; "User(s)" means your employees, representatives, consultants, contractors or agents who are authorized to use the Service and have been supplied user identifications and passwords by you (or by LoopFuse at your request).

Questions or Additional Information:

If you have questions regarding this Agreement or wish to obtain additional information, please send an e-mail to support@loopfuse.com.