As part of the services ("Services") provided by Ozworth LLC, a Connecticut limited liability company ("OZ"), OZ will provide you with use of the Services, including a browser interface and data transmission, access and storage. Your registration for, or use of, the Services shall be deemed to be your agreement to abide by this Agreement including any materials available on the OZ website incorporated by reference herein, including but not limited to OZ's privacy policy. For reference, a Definitions section is included at the end of this Agreement.

1. Privacy & Security; Disclosure

OZ's privacy policy may be viewed at http://www.ozworth.com/public/department12.cfm

OZ reserves the right to modify its privacy policy in its reasonable discretion from time to time. Note that because the Services is a hosted, online application, OZ occasionally may need to notify all users of the Services of important announcements regarding the operation of the Services.

2. License Grant & Restrictions

OZ hereby grants you a non-exclusive, non-transferable, worldwide right to use the Services, 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 OZ and its licensors.

You shall not (i) license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the Services or the Content in any way; (ii) modify or make derivative works based upon the Services or the Content; (iii) create Internet "links" to the Services or "frame" or "mirror" any Content on any other server or wireless or Internet-based device; or (iv) reverse engineer or access the Services in order to (a) build a competitive product or service, (b) build a product using similar ideas, features, functions or graphics of the Services, or (c) copy any ideas, features, functions or graphics of the Services.

You may use the Services 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 tortuous 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 Services or the data contained therein; or (v) attempt to gain unauthorized access to the Services 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 Services, including those related to data privacy, international communications and the transmission of technical or personal data. You shall: (i) notify OZ immediately of any unauthorized use of any password or account or any other known or suspected breach of security; (ii) report to OZ 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 OZ user or provide false identity information to gain access to or use the Services.

4. Account Information and Data

OZ does not own any data, information or material that you submit to the Services in the course of using the Services ("Customer Data"). You, not OZ, 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 OZ 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), OZ 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. OZ 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 OZ shall have no obligation to maintain or forward any Customer Data.

5. Intellectual Property Ownership

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

6. Third Party Interactions

During use of the Services, 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 Services. Any such activity, and any terms, conditions, warranties or representations associated with such activity, is solely between you and the applicable third-party. OZ and its licensors shall have no liability, obligation or responsibility for any such correspondence, purchase or promotion between you and any such third-party. OZ does not endorse any sites on the Internet that are linked through the Services. OZ provides these links to you only as a matter of convenience, and in no event shall OZ or its licensors be responsible for any content, products, or other materials on or available from such sites. OZ provides the Services 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

You shall pay all fees or charges to your account in accordance with the subscription form which outlines fees, charges, and billing terms that are in effect at the time a fee or charge is due and payable. The initial charges will be equal to the current number of total Store licenses requested times the Store license fee currently in effect. Payments may be made annually, semi-annually, monthly, or quarterly, consistent with the Initial Term, or as otherwise mutually agreed upon. You are responsible for paying for all Store licenses added for the entire License Term, whether or not such store licenses are actively used. You must provide OZ with valid EFT or approved purchase order information as a condition to signing up for the Services. An Account Administrator may add store licenses by executing the add store wizard. Added store licenses will be subject to the following: (i) added licenses will be coterminous with the preexisting License Term (either Initial Term or renewal term); (ii) the license fee for the added licenses will be the then current, generally applicable license fee; and (iii) licenses added in the middle of a billing month will be charged in full for that billing month. OZ 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.

8. Billing and Renewal

OZ charges and collects in advance for use of the Services. OZ will automatically renew and bill your EFT account (a) every month for monthly licenses, (b) every quarter for quarterly licenses, (c) each year on the subsequent anniversary for annual licenses, or (d) as otherwise mutually agreed upon. The renewal charge will be equal to the then-current number of total Store licenses times the license fee in effect during the prior term, unless OZ 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. OZ'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 OZ's income.

You agree to provide OZ with complete and accurate EFT information, billing and contact information. This information includes your legal company name, street address, e-mail address, and name and telephone number of an authorized billing contact and Account 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, OZ reserves the right to terminate your access to the Services in addition to any other legal remedies.

Unless OZ in its discretion determines otherwise: (i) entities with headquarters and a majority of users resident in the United States will be billed in U.S. dollars and subject to U.S. payment terms and pricing schemes ("U.S. Customers"); all other entities will be billed in U.S. dollars, Euros or local currency and be subject to either U.S. or non-U.S. payment terms and pricing schemes at the discretion of DFYM ("Non-U.S.Customers").

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 OZ herein, OZ reserves the right to suspend or terminate this Agreement and your access to the Services 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 Store licenses during any period of suspension. If you or OZ 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 OZ may charge such unpaid fees to your EFT account or otherwise bill you for such unpaid fees.

OZ reserves the right to impose a reconnection fee in the event you are suspended and thereafter request access to the Services. You agree and acknowledge that OZ 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 upon Expiration/Reduction in Number of Licenses

This Agreement commences on the Effective Date in the Subscription Form. For Store licenses, the Initial Term will be as you elect in the subscription form or as otherwise mutually agreed upon, commencing on the date you agree to pay for the Services by completing the online subscription form or otherwise. Upon the expiration of the Initial Term, this Agreement will automatically renew for successive renewal terms equal in duration to the Initial Term (or one year, if the Initial Term is greater than one year) at OZ's then current fees. Either party may terminate this Agreement or reduce the number of licenses, effective only upon the expiration of the then current License Term, by notifying the other party in writing at least five (5) business days prior to the date of the invoice for the following term. In the case of free trials, notifications provided through the Services indicating the remaining number of days in the free trial shall constitute notice of termination. In the event this Agreement is terminated (other than by reason of your breach), OZ 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. You agree and acknowledge that OZ has no obligation to retain the Customer Data, and may delete such Customer Data, more than 30 days after termination. Data can be held by signing up for our data storage service option at the current yearly rate.

11. Termination for Cause

Any breach of your payment obligations or unauthorized use of the OZ's Technology or Services will be deemed a material breach of this Agreement. OZ, in its sole discretion, may terminate your password, account or use of the Services if you breach or otherwise fail to comply with this Agreement. In addition, OZ may terminate a free account at any time in its sole discretion. You agree and acknowledge that OZ 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.

12. Representations & Warranties

Each party represents and warrants that it has the legal power and authority to enter into this Agreement. OZ represents and warrants that it will provide the Services in a manner consistent with general industry standards reasonably applicable to the provision thereof and that the Services will perform substantially in accordance with the online OZ 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 Services and that your billing information is correct.

13. Mutual Indemnification

You shall indemnify and hold OZ, its licensors and each such party's parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys' fees and costs) arising out of or in connection with: (i) a claim alleging that use of the Customer Data infringes the rights of, or has caused harm to, a third party; (ii) a claim, which if true, would constitute a violation by you of your representations and warranties; or (iii) a claim arising from the breach by you or your Users of this Agreement, provided in any such case that DFYM (a) gives written notice of the claim promptly to you; (b) gives you sole control of the defense and settlement of the claim (provided that you may not settle or defend any claim unless you unconditionally release OZ of all liability and such settlement does not affect OZ's business or Services); (c) provides to you all available information and assistance; and (d) has not compromised or settled such claim.

OZ shall indemnify and hold you and your parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys' fees and costs) arising out of or in connection with: (i) a claim alleging that the Services directly infringes a copyright, a U.S. patent issued as of the Effective Date, or a trademark of a third party; (ii) a claim, which if true, would constitute a violation by OZ of its representations or warranties; or (iii) a claim arising from breach of this Agreement by OZ; provided that you (a) promptly give written notice of the claim to OZ; (b) give v sole control of the defense and settlement of the claim (provided that OZ may not settle or defend any claim unless it unconditionally releases you of all liability); (c) provide to OZ all available information and assistance; and (d) have not compromised or settled such claim. OZ shall have no indemnification obligation, and you shall indemnify OZ pursuant to this Agreement, for claims arising from any infringement arising from the combination of the Services with any of your products, service, hardware or business process(s).

14. Disclaimer of Warranties

OZ 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. OZ 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 OZ AND ITS LICENSORS.

15. Internet Delays

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

16. 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.

17. Additional Rights

Certain states and/or jurisdictions do not allow the exclusion of implied warranties or limitation of liability for incidental, consequential or certain other types of damages, so the exclusions set forth above may not apply to you.

18. 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 Services, 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

OZ and its licensors make no representation that the Services is appropriate or available for use in other locations. If you use the Services 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 Services, 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.

19. Notice

OZ may give notice by means of a general notice on the Services, electronic mail to your e-mail address on record in OZ's account information, or by written communication sent by first class mail or pre-paid post to your address on record in OZ'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 OZ (such notice shall be deemed given when received by OZ) at any time by: letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail to OZ at the following address: OZWORTH LLC, 24 East Ave. #1284, New Canaan, CT 06840 in either case, addressed to the attention of: President.

20. Modification to Terms

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

21. Assignment; Change in Control

This Agreement may not be assigned by you without the prior written approval of OZ but may be assigned without your consent by OZ 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 OZ directly or indirectly owning or controlling 50% or more of you shall entitle OZ to terminate this Agreement for cause immediately upon written notice.

22. General

With respect to U.S. Customers, this Agreement shall be governed by Connecticut law and controlling United 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 Services shall be subject to the exclusive jurisdiction of the state and federal courts located in Connecticut. 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 OZ as a result of this agreement or use of the Services. The failure of OZ 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 OZ in writing. This Agreement, together with any applicable Form and policies, comprises the entire agreement between you and OZ and supersedes all prior or contemporaneous negotiations, discussions or agreements, whether written or oral, between the parties regarding the subject matter contained herein.

23. Definitions

As used in this Agreement and in any Order or subscription Forms now or hereafter associated herewith: "Agreement" means these online terms of use, any Order Forms, whether written or submitted online via the Online Web Site, and any materials available on the OZ website specifically incorporated by reference herein, as such materials, including the terms of this Agreement, may be updated by OZ 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 Services; "Customer Data" means any data, information or material provided or submitted by you to the Services in the course of using the Services; "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, the Effective date on the subscription form or the date you begin using the Services; "Initial Term" means the initial period during which you are obligated to pay for the Services equal to the billing frequency selected by you during the subscription process (e.g., if the billing frequency is quarterly, the Initial Term is the first quarter); "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; "Account Administrator(s)" means those Users designated by you who are authorized to purchase licenses online using the Add Store Wizard or by executing written Order Forms to create Store accounts and otherwise administer your use of the Services; "License Term(s)" means the period(s) during which a specified number of Stores are licensed to use the Services pursuant to the Order Form(s); "Order Form(s)" means the form evidencing the initial subscription for the Services 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 OZ's online application that allows the Account Administrator designated by you to, among other things, add additional Stores to the Services; "OZ" means Ozworth LLC, a Connecticut limited liability company having an address of 24 East Avenue, # 1284, New Canaan, Connecticut 06840. "OZ's Technology" means all of OZ'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 OZ in providing the Services; "Services(s)" means the specific modules of OZ's online subscription based tools and services identified during the ordering process, developed, operated, and maintained by OZ, accessible via http://www.ozworth.com or another designated web site or IP address, or ancillary online or offline products and services provided to you by OZ, to which you are being granted access under this Agreement, including OZ's Technology and the Content; "User(s)" means your employees, representatives, consultants, contractors or agents who are authorized to use the Services and have been supplied user identifications and passwords by you (or by DFYM 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 webmaster@ozworth.com

Copyright 2008-2009 Ozworth LLC. All rights reserved.

Questions and Suggestions

If you have questions or suggestions, please contact us at:

Ozworth, LLC ATTN: Customer Care 24 East Avenue, # 1284 New Canaan, CT 06840 Tel.: (866) 456 7926 Email: webmaster@ozworth.com