Effective Date: This Cash Rebate Club Rewards Program Membership Agreement was last updated on October 15, 2023.

This Cash Rebate Club Rewards Program Membership Agreement (the "Membership Agreement") will govern your participation in the Cash Rebate Club Rewards Program including your use of our website. The Cash Rebate Club Rewards Program, including the website is owned and offered by PRC Technologies LLC, its successors, and assigns ("COMPANY"). This Membership Agreement is by and between you ("You" or "Your") and COMPANY. If You have registered for or on behalf of an entity, you are deemed to have accepted this Agreement on behalf of that entity.

Please read this Agreement, and then check the box on the registration form stating that you have read and agree to the terms of this Membership Agreement. To print a copy of the Membership Agreement, please use your browser's print command.

This Agreement constitutes a legally binding agreement between You and the Company. YOU AGREE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT, AND AGREE TO BE BOUND BY All OF ITS TERMS AND CONDITIONS. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, DISCONTINUE PARTICIPATION IN AND USE OF THE PROGRAM(S) AND TERMINATE YOUR ACCOUNT IMMEDIATELY.

The Cash Rebate Club Rewards Program (the “Program”) has been developed to allow you to receive certain rebates to be credited to you (collectively, the “Rebates”) each time You shop online through the Program at participating Merchants. The amount of your Rebates will vary from time to time and is subject to change without prior notice to You. Your continued use of the Program will signify your consent to these changes without the need for further action by Company. There are systems which have been put in place to be able to track your purchases with each vendor to help ensure you receive Rebates you earn. This involves software on the merchant’s end, a third-party validation company in almost all cases, and a proprietary tracking system running on our servers. The use of information obtained through your use of the Program will be used by COMPANY as set forth in our Privacy Policy. You are encouraged to read our Privacy Policy to understand our information collection and use practices.

COMPANY only receives rebates from participating Merchants when you make actual purchases. These rebates are sent to COMPANY through agreements with each participating Merchant. Rebates are accrued and are credited to you as per this Agreement. COMPANY will make commercially reasonable efforts to ensure that participating Merchants timely pay such rebates. Upon Your acceptance of this Membership Agreement, You hereby agree that You will only be entitled to Rebates that were actually received by COMPANY.

This "Agreement" refers to, individually and collectively depending upon the context, this Membership Agreement.

In consideration of the mutual covenants and agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties, intending to be legally bound, agree as follows:

1. DEFINED TERMS. THE FOLLOWING TERMS HAVE THE MEANINGS INDICATED:

"Active Account" means to maintain an Active Account. To maintain an Active Account requires that you provide us with the information necessary to process your Rebates payment, which includes providing in your My Profile section of your My Account: your First and Last name; a valid email address at which you are able to receive email; a valid postal address at which you are able to receive mail; and a password to protect your account. For your account to be considered an Active Account, you must update your information if it changes, plus have shopped or have accrued Rebates at any time within the last twelve (12) months.

"Rebates" means reward earned from a Qualified Purchase. Rights and interest in Rebates only exist by You upon it being paid to You. Note, although the accruing of Rebates is redeemable as money, it is not money and cannot be transferred to a third party. Your Rebates also can’t be transferred by operation of law, such as by inheritance, in bankruptcy or in connection with a divorce.

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

An "end user" means you.

The words "include," "includes" and "including" shall be deemed to be followed by the phrase "without limitation."

"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.

A "link" means any software, software code, programming or other technology or method (or any combination of the foregoing) that (i) creates a hyperlink between two Sites, or (ii) otherwise causes a Web access device to display to its user a "banner," "button," text-mention, word, phrase, logo or other textual or graphical material that, when activated by a person, results in a Site being served to such person or such person being able to electronically access, receive or obtain Content, products, services or other offerings from the linked Site.

Membership means Your use and membership in the Program being offered by COMPANY.

"Merchant" means either a participating in-store merchant or a participating online merchant.

A "person" is to be broadly construed and includes any natural person or entity.

"Qualified Purchase" means any Merchant transaction tracked by the COMPANY system on which COMPANY actually received Rebates in verified and available funds. If COMPANY didn’t receive any Rebate or if the Merchant fails to pay Rebates for any reason whatsoever, then such Merchant transaction shall not be a Qualified Purchase.

"Related Parties" means an entity’s corporate affiliates and its and their contractors, licensors, licensees and suppliers.

"Site or Website" 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.

2. ACCOUNT REGISTRATION

2.1. Registration. To use (or continue to use) the Program as a Member, You must provide COMPANY with truthful, accurate and complete registration information. If any such information changes, You must immediately update Your registration information.

2.2. Verification. COMPANY has the right, but shall not be obligated, 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 in good faith by COMPANY to be inaccurate or untruthful, COMPANY may restrict, deny or terminate (i) Your Program account (ii) Your access and use of, and/or any benefits derived from Your participation in The Program, including withholding payment of any Rebates and/or other fees that may be or become due or payable to You pursuant to the terms of this Agreement.

2.3. Participation. To be a Member of the Program, You must be an individual who is at least 18 years old or a legal existing entity in good standing, and must provide at Your expense your own computer equipment and Internet access.

3. GRANT OF MEMBERSHIP TO YOU

3.1. Your Use of the Membership. Upon the creation of your account, COMPANY grants You a personal, non-exclusive, non-transferable, non-sublicensable, revocable, and limited license and right, subject to the terms of this Agreement, to Participate in the Program and use of website.

3.2. Use of the Program Name. This Agreement does not grant to You any license or right to use COMPANY name or any of its respective logos or trade or service names or marks. You agree that You shall not disparage COMPANY or any other participants in the Program.

3.3. Duration of Membership Rights; Reservation. The above Membership with respect to the Program is valid only while You remain a Member in good standing and comply with this Agreement. COMPANY may revoke any such Membership at any time by giving You notice by e-mail or in writing. COMPANY reserves all rights that are not specifically granted to You by this Agreement.

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

• 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 COMPANY; and
• This Agreement has been duly and validly authorized, accepted, executed, and delivered by You and constitutes Your legal, valid, and binding obligation, enforceable against You in accordance with its terms.

4. USE OF PROGRAM WEBSITE AND REFERRAL PROGRAM.

4.1. Use of Qualifying Links. Each Qualified Purchase made by You or your referrals through the website must include, in unaltered form, the special "tagged" link codes and/or other transaction tracking codes in the manner and format made available. If your online purchase with a participating Merchant does not include the transaction tracking code for any reason, then you will not receive Rebates for such purchase.

4.2. No Modification. etc. of Qualifying Links. You will not modify, circumvent, impair, disable, or otherwise interfere with any tracking codes and/or other technology and/or methodology required or made available by COMPANY or any Merchant to be used in connection with such qualifying link so that it may be properly tracked by COMPANY. Doing so will immediately forfeit any Rebates due on that transaction. These links are necessary so that we can know who you are and how to pay you your Rebates.

4.3. COMPANY as Neutral Hosts. A Merchant’s participation in the Program is not an endorsement by COMPANY of any such Merchant or its affiliate. COMPANY operates the Program and/or provides Memberships as a neutral host, and COMPANY does not regularly or proactively monitor, regulate or police the usage thereof by any of its Members. COMPANY is not responsible or liable for the acts, omissions, agreements or promises of or by any Merchant, Member or other Site using COMPANY offerings to enter into any arrangement or otherwise work with any other person or entity. Members and Merchants are independent parties and neither COMPANY has any responsibility or liability for the acts, omissions, promotions, Content or qualifying links or other links of any Merchant, Member or other third party, including breaches of engagements by Merchants, or for screening or policing the Sites.

4.4. Referral Program Restrictions. There are activities that are not permitted and that will disqualify Referrers and Referees from earning through the referral program. This includes: (i) self-referral; (ii) making purchases on behalf of another or under an account that is not yours; (iii) creating fake accounts, blogs, web pages, profiles, websites, links or messages; (iv) any bulk email distribution, submission or distribution to strangers, or any other promotion that would constitute or appear to constitute unsolicited commercial email or "spam"; (v) posting your referral link on any page that is not owned and controlled by you, including, but not limited to, any merchant, Facebook, or forum page; (vi) placement of Company logos or mention of Company trademarks or tradenames in any ad text, extensions or banner ads; (vii) taking any action or making any content that is disparaging or defamatory to us. Multiple accounts created with the same name, address, email address or other identifying feature may be flagged as fraudulent referrals.

5. PAYMENT OF REBATES

5.1. Merchant Responsible for Payment. You acknowledge that Your entitlement to any Rebates with respect to any tracked activity through the Program is solely dependent on COMPANY receiving a payment on said transaction from the responsible Merchant. COMPANY is not liable or responsible for collection or payment of these rebates from any Merchant. COMPANY is merely performing the function of tracking Rebates based on rebates it receives from the Merchants based on your Qualified Purchases.

The following are some reasons why a purchase may not become Qualified Purchases:

• If there is an intervening out click between the click and visiting the Merchant site, any purchase made at the Merchant’s store during that session will not be a Qualified Purchase. A Qualified Purchase must be made in the session immediately following the click through to the Merchant’s store, within the period during which the Merchant store will track the purchase back to the Program, which may be as little as one hour. (This is referred to as "cookie duration.")
• Merchants may have a policy against reselling their products and/or service. If a Merchant reverses or refuses to pay credit to COMPANY because the Merchant deems the purchase to be reseller activity, the purchase ceases to be a Qualified Purchase.
• Use of a coupon that is not affiliated with the Program or one that is not specifically designated as being eligible for Rebates may prevent a transaction from being a Qualified Purchase. For example, if a Member uses a coupon received directly from a merchant (or other non-Program source) or a pre-purchased discount vouchers (such as Groupon deals), the transaction may not be considered a Qualified Purchase. Also, if a Member uses a coupon that is listed on the Site, but states "may not qualify for Rebates," the purchase may not qualify for Rebates.
• A purchase ceases to be a Qualified Purchase if the purchase is returned to or exchanged by the Merchant, if the Merchant alters the terms or conditions of the purchase, the Rebate Guidelines for the Merchant posted on the Site are not met, if the Member interacts directly with the Merchant (such as via live chat or phone call during or after the order process)
• Any time a purchase is not credited to the Program by the Merchant; it is not a Qualified Purchase.

It is your responsibility to check your account regularly to ensure that the Rebates accounting is accurate. If a discrepancy occurs within a Member’s account, then the member must contact COMPANY via the Customer Support on the Help Page within 30-days. Failure in contacting COMPANY within that 30-day period will result in no customer support Rebates inquiries possible to the merchants for the said orders/purchases.

The determination of whether a purchase made qualifies for Rebates is at the sole discretion of COMPANY. If a Merchant fails to report a transaction to COMPANY or withholds payment to COMPANY for any reason, COMPANY reserves the right to cancel the Rebates associated with that transaction.

5.2. Payment Terms. The fact that a Rebates is reported for any tracked activity does not necessarily mean that a payment is due to You from the relevant Merchant, since payment may be subject to conditions established by that Merchant, including policies regarding order cancellation, returned merchandise, receipt of pending credit card authorizations and/or charge backs and minimums for earned compensation before payment is made.

5.3. Tax. Your Rebates might be subject to the tax laws of federal, state, and local jurisdictions where you live or may be required to pay taxes. If deemed necessary, we may choose to provide you notices if we become aware of a requirement to do so in the future. Regardless, in all instances, you will be solely responsible for all tax liability arising from your receipt of Rebates through this portal.

5.4. Payment of Rebates. To redeem Rebates and receive payment for accrued Rebates, you must request it in the “Request a Payment” section of your My Account section according to the terms stated below; and have an Active Account. Rebates shall be paid to You on a monthly basis after a request is received. Requests for redemption of rebates can be made anytime Your Available Rebates are equal to $40.00 or more. COMPANY makes payment to members in U.S. dollars via check sent to the address provided at the time of making a payment request. If the member lives outside the US, and so elects, the member can choose to have their payment sent to an established PayPal account. Any applicable currency conversion fees will be deducted from the amount being redeemed.

5.5. Return of Unearned Rebates. If any Merchant notifies COMPANY of a returned product or service after Rebates have been paid, COMPANY will deduct the resulting amount from any Rebates balance.

5.6. COMPANY Determination Final and Binding. All determinations of the Rebates due to You under the Program shall be made by COMPANY and shall be binding on You. COMPANY services do not involve investigating or resolving any claim or dispute involving You, the Card Issuer, any Merchant or other third-party. If COMPANY, 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.

5.7. Inactive Accounts. Membership in the Program is free: there is no charge to be a member or to earn and receive Rebates. If your account becomes inactive, as defined by this Agreement, COMPANY reserves the right to close the account permanently and cease to maintain your account records and Program access. If your account is closed for any reason, you shall not be entitled to the payment of any Rebates already earned or received after the date the Program account is closed.

6. DISPUTE RESOLUTION PROCEDURES

6.1. Errors. If You believe that any of the Rebates contain an error which involve any Merchant, you must notify COMPANY within ten (10) days after the end of that month, so the matter may be resolved. COMPANY will then run an inquiry into the transaction with the Merchant. You agree that COMPANY shall have no obligations and incur no liabilities to You in connection with any such dispute.

7. NETWORK OF PARTICIPATING MERCHANTS OFFERING A BONUS REBATE

The list of Merchants offering a rebate in the Program may change from time to time and without prior notice to You. You are responsible for confirming a Merchant’s participation in the Program prior to completing your purchase. Any Merchant's participation in the Program may end or be suspended for several reasons, including expiration or early termination of its merchant agreement with COMPANY and You shall not necessarily receive any prior notice that such Merchant's participation is ending.

REBATES ARE EARNED ON YOUR NET PURCHASE AMOUNT, WHICH MAY EXCLUDES TAXES, FEES, SHIPPING, GIFT-WRAPPING, DISCOUNTS OR CREDITS, RETURNS OR CANCELLATIONS, AND EXTENDED WARRANTIES. PURCHASES WITH GIFT CARDS MAY NOT QUALIFY FOR CASH BACK IF EXCLUDED IN THE TERMS OF OFFER BY AN AFFILIATE STORE.

8. DISCLAIMER OF WARRANTIES

8.1. THE PROGRAM IS PROVIDED "AS IS, WHERE IS" AND "AS AVAILABLE."

8.2. COMPANY AND ITS RESPECTIVE RELATED PARTIES HEREBY DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY AS TO ACCURACY, MERCHANTABILITY, COMPLETENESS, CURRENTNESS, SECURITY, NON-INFRINGEMENT, TITLE, OR FITNESS FOR A PARTICULAR PURPOSE OF THE PROGRAM OR THAT YOUR USE OF THE SAME WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT ANY MERCHANT WILL BE AVAILABLE (INCLUDING IN THE EVENT OF BEING TERMINATED FOR WHATEVER REASON FROM THE PROGRAM) OR CAN OR WILL BE WILLING TO ENTER INTO ANY ENGAGEMENT WITH YOU.

9. LIMITATION ON LIABILITY

9.1. If You reasonably determine that your Membership does not materially meet COMPANY obligations under this Agreement, then You must notify COMPANY respectively, in writing within ten (10) days of receiving any such allegedly nonconforming services. Your failure to so notify COMPANY on a timely basis shall mean that You accept such services, and COMPANY shall thereafter have no liability whatsoever with respect to such services. If upon receipt of any notice under this Section, COMPANY, as applicable, may, at its sole discretion, reperform the service in question or otherwise provide You with any substitution or replacement services in lieu thereof. Any reperformance or provision of substitute or replacement services shall in no event be construed as an admission that the original service was nonconforming or otherwise improper, and Your acceptance of the same constitutes Your sole remedy and in such case constitutes COMPANY, as applicable, maximum liability for any such alleged breach of this Agreement.

9.2. IF, NOTWITHSTANDING THE ABOVE, LIABILITY IS IMPOSED ON COMPANY OR ANY RELATED PARTIES, THEN YOU AGREE THAT THE TOTAL LIABILITY OF ANY SUCH PARTY, 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 FACT THAT COMPANY IS PROVIDING THIS SERVICE TO YOU AT NO CHARGE TO YOU.

9.3. NONE OF COMPANY OR ANY RELATED PARTY 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.

9.4. Except as otherwise expressly provided in this Agreement, any claim or cause of action arising out of Your use of the Program under this Agreement, must be filed within ninety (90) days after such claim or cause of action arose or be forever barred.

9.5. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR LIMITATION OF CERTAIN LIABILITIES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS OF THIS SECTION 9 MAY NOT APPLY TO YOU.

10. INDEMNIFICATION

10.1. You agree to defend, indemnify, and hold harmless COMPANY and any Related Parties, and their respective 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:

• Any misrepresentation or breach of any representation, warranty, or covenant made by You in this Agreement,
• Any conduct, or activity, error, or omission by You, including in relation to Your participation in the Program, performance of any COMPANY-tracked engagement, or otherwise,
• Any violation by You of any law, regulation, or rule,
• Your use of any other COMPANY Membership, and/or Network.

10.2. COMPANY may, at its election in its sole discretion, assume the exclusive defense and control of any matter otherwise subject to indemnification by You. COMPANY 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 COMPANY prior written consent.

11. AMENDMENTS

11.1. Amendments. COMPANY at any time may add to, remove, or otherwise amend any or all terms, conditions and/or other provisions of this Agreement, including any Network Policies and Guidelines.

11.2. Changes in Service. COMPANY may add, remove, suspend, or discontinue any aspect of the Program.

11.3. YOUR CONTINUED USE OF THE PROGRAM SHALL CONSTITUTE YOUR BINDING AND LEGALLY ENFORCEABLE AGREEMENT TO SUCH CHANGE. IF YOU DO NOT WISH TO ACCEPT ANY SUCH CHANGE, THEN YOU MUST TERMINATE YOUR MEMBERSHIP.

12. CLOSING YOUR ACCOUNT.

12.1. Termination. You or COMPANY may, at any time, with or without cause, terminate this Agreement and Your participation in the Program. You may affect such termination by written notice to COMPANY subject to actual receipt thereof.

12.2. Restricted Use. Alternatively, COMPANY may, in its sole discretion, suspend, limit, restrict, condition, or deny Your access to or use of all or any part of the Program.

12.3. Termination of Membership Agreement. Upon any termination of this Agreement and/or Your participation in the Program, any and all Membership rights granted to You under this Agreement shall immediately cease and terminate.

12.4. Rights and Remedies After Termination. All rights or remedies arising out of a breach of any terms of this Agreement shall survive any such termination of this Agreement or Your participation in the Program.

13. DISPUTE RESOLUTION BY BINDING ARBITRATION; CLASS ACTION WAIVER.

13.1. You and Company agree to arbitrate any and all disputes, claims, or controversies arising out of, in connection with, or relating to this Agreement, Company’s business, any of the Programs or the Company Properties, and relationship with you, including any claims that may arise after the termination of this Agreement. This agreement to arbitrate includes any claims against Company’s employees, agents or any subsidiaries of Company. Arbitration is a method of claim resolution that is less formal than a traditional court proceeding in state or federal court. It uses a neutral arbitrator instead of a judge or jury and the arbitrator’s decision is subject to limited review by courts.

13.2. All disputes concerning the arbitrability of a claim (including disputes about the scope, interpretation, breach, applicability, enforceability, revocability, or validity of this Agreement) shall be decided by the arbitrator. The arbitrator shall also decide whether any claim is subject to arbitration. You further agree that the U.S. Federal Arbitration Act and federal arbitration law shall govern the interpretation and enforcement of this agreement to arbitrate.

13.3. YOU AND COMPANY ALSO AGREE THAT EACH IS GIVING UP THE RIGHT TO A JURY TRIAL AND THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITIES, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION LAWSUIT OR REPRESENTATIVE PROCEEDING, CONSOLIDATED ACTION, OR PRIVATE ATTORNEY GENERAL ACTION. This means that neither You nor Company can seek to assert class or representative claims against each other either in court or in arbitration and no relief can be awarded on a class or representative basis. The arbitrator also may not consolidate or join another person’s claim with your claim or issue an order that would achieve the same result. You and the Company further agree that if the provisions of this paragraph, known as the “Class Action Waiver,” are found to be unenforceable, it cannot be severed from this arbitration agreement and the entire provision compelling arbitration shall be null and void.

13.4. To the extent possible under your local law, the arbitration shall be administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures and in accordance with the Expedited Procedures in those rules or pursuant to JAMS' Streamlined Arbitration Rules and Procedures (“Rules”). The Rules are available online at www.jamsadr.com. The arbitrator is bound by the terms of this Agreement. The exclusive venue for any dispute or issue arising out of this Agreement shall be held in Dallas, Texas.

13.5. Notwithstanding any provision in this Agreement to the contrary, you agree that if we make any future, material change to this arbitration provision, you may reject any change by sending us written notice within thirty (30) calendar days of the change Your decision to reject changes in a new arbitration provision, however, does not affect any prior arbitration provisions to which you have already agreed, which would still remain in effect.

13.6. This arbitration provision is optional. You may decline or opt out of this agreement to arbitrate by sending written and signed notice to us within thirty (30) calendar days of enrolling as a Member or accessing a Company Property for the first time.

13.7. Judgment upon the arbitration award may be entered in a court having jurisdiction, or application may be made to such court for judicial acceptance of any award and an order of enforcement, as the case may be.

14. MISCELLANEOUS

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

14.2. 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.

14.3. 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.

14.4. Governing Law; Consent to Jurisdiction; Jury Trial Waiver. This Agreement shall be governed by and construed in accordance with the laws of the State of Texas, U.S.A., without regard to its conflicts of law principles. You consent to the personal and exclusive jurisdiction of the Federal and Texas State courts sitting in Dallas County, Texas U.S.A. EACH PARTY WAIVES RIGHTS TO TRIAL BY JURY IN RESPECT OF ANY ACTION, SUIT OR PROCEEDING ARISING OUT OF THIS AGREEMENT. The U.N. Convention on the International Sale of Goods shall not apply to this Agreement.

14.5. 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), representations, warranties or covenants between the parties with respect to such subject matter. There are no third-party beneficiaries of this Agreement. The headings of sections or other subdivisions of this Agreement will not affect in any way the meaning or interpretation of this Agreement.

14.6. Notices. COMPANY may provide notices to You by posting notices on the website. Notices to You also may be made via e-mail, regular mail, overnight courier to you contact addresses of record for the Program. To provide notice to PRC Technologies LLC, such notice shall be sent, postage prepaid by U.S. registered or certified mail or by international or domestic overnight courier to: PRC Technologies LLC, Attention: Customer Service, 9409 Skywagon Lane, McKinney, Texas 75071. Notices sent by email, 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 COMPANY, as applicable.

14.7. Language. The English language versions of this Agreement and Network Policies and Guidelines are the controlling versions thereof. All support and other inquiries regarding Your use of the Program must be submitted to in English, and COMPANY will communicate in English only.

14.8. Government Restricted Rights. With respect to any acquisition or use of any network operated by COMPANY by or for any unit or agency of the United States Government (the "Government"), such items shall be classified as "commercial computer software" as that term is defined in the applicable provisions of the Federal Acquisition Regulation (the "FAR") and supplements thereto, including the Department of Defense (DoD) FAR Supplement (the "DFARS"). Such networks and Memberships were developed entirely at private expense, and no part of the networks or Memberships were first produced in the performance of a Government contract. If any Membership is supplied for use by the DoD, such Membership is delivered subject to the terms of this Agreement and either (i) in accordance with DFARS 227.7202-1(a) and 227.7202-3(a), or (ii) with restricted rights in accordance with DFARS 252-227-7013 (c)(l)(ii)(OCT 1988), as applicable. If the Membership is supplied for use by a Federal agency other than the DoD, such Membership is restricted computer software delivered subject to the terms of this Agreement and (i) FAR 12.212(a); (ii) FAR 52.227-19; or (iii) FAR 52.227-14(ALT III), as applicable. The contractor/manufacturer is PRC Technologies LLC, 9409 Skywagon Lane, McKinney, Texas 75071.