TERMS AND CONDITIONS

BY PLACING YOUR ORDER AND CHECKING THE BOX INDICATING THAT YOU ACCEPT THE TERMS AND CONDITIONS, YOU ARE AGREEING TO THE TERMS AND CONDITIONS HEREIN GOVERNING THE USE OF THATSBIZ SERVICES.  IF YOU ARE AGREEING TO THIS AGREEMENT ON BEHALF OF YOUR COMPANY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND YOUR COMPANY TO THIS AGREEMENT, AND THE TERM "COMPANY" SHALL REFER TO YOUR COMPANY.

1. Definitions:
1.1 "COMPANY'S DATA" shall mean any data, information or material submitted by Company or customers of Company during its usage of the Service;
1.2 "Initial Term" shall mean the initial period of time in which Company pays to receive the Service and which shall also determine Company's billing frequency.
1.3 "Service(s)" shall mean the providing of access via the Internet any applicable Thatsbiz Technology and other associated services identified during the ordering process which are developed, operated, and maintained by Thatsbiz.
1.4 "Location(s)" shall mean Company's physical locations to use the Service.
1.5 "Thatsbiz Technology" shall mean all of the Thatsbiz's proprietary technology (including, but not limited to, hardware, software, documents, processes, algorithms, user interfaces, and know-how) and services made available by providing the Service to Company.
1.6 "Thatsbiz Intellectual Property" shall mean any of Thatsbiz's inventions, patents and applications therefore, copyrights, trademarks, service marks, trade names, domain name rights, and other trade secret rights, and all other intellectual property rights.
 
2. License Grant:
Subject to the terms and conditions of this Agreement, Thatsbiz hereby grants Company a non-exclusive, non-transferable, right to use the Service and Thatsbiz Technology for the term of this Agreement, solely for Company's own internal business purposes. All rights not expressly granted to Company are reserved by Thatsbiz and its licensors.

3. Restrictions:
Company shall not, directly or indirectly, reverse engineer Thatsbiz Technology or access the Service or copy any ideas, features, functions or graphics of the Service for any purpose other than what is contemplated in this Agreement.

4. Company's Responsibilities and Data:
4.1 Company's Data: Thatsbiz will never sell or rent your contact lists to anyone without your permission and acknowledges your ownership right in your contact lists. Thatsbiz shall not be responsible or liable for the deletion, corruption, correction, destruction, damage, loss or failure to any of Company's Data.
4.2 Thatsbiz Use of Company's Data: In using the varied features of the Services, customers of Company will provide information through customer feedback surveys and the tracking of Customers' email activity including opens, clicks, forwards and other statistics. Thatsbiz retains the right to use any of Company's Data for analysis and reporting purposes. Company's Data may be aggregated into industry groupings or classifications as Thatsbiz sees fit. The Company will not be identified by name in any reporting by Thatsbiz without written authorization from the Company. Thatsbiz may charge fees for purchase, subscription or any other access to the data and reports to other customers of Thatsbiz. Company agrees that they are not entitled to any revenues or benefits that may accrue to Thatsbiz through the sale, distribution, publication, or any other access to the data and reports.
4.3 EMAIL: Thatsbiz expressly forbids SPAM (the term "SPAM" meaning the sending of unsolicited e-mail to parties unknown to the sender). Thatsbiz has a zero tolerance SPAM policy. Any customer found to be using Thatsbiz for SPAM will have their account subject to immediate termination. Thatsbiz may only be used in connection with e-mail lists for which customers have voluntarily submitted as part of the Service. Company shall not knowingly send unlawful, infringing, obscene, or libelous material, or viruses, worms, Trojan horses and other harmful code.

5. Intellectual Property Ownership:
Thatsbiz and its licensors own all right, title and interest to the Thatsbiz Intellectual Property, the Thatsbiz Technology, the Service and any modifications, ideas, or recommendations provided by Company. This Agreement does not convey or transfer any ownership rights in the Service, Thatsbiz Technology or Thatsbiz Intellectual Property. The Thatsbiz name, logo, and trade names are trademarks of Thatsbiz and no right is granted to use them except as granted herein.

6. Payment Terms:
6.1 Fees: Company shall pay all fees identified on the initial Company order. The initial charges shall equal the total number of Locations at the time of signing up multiplied by the per Location fee in effect at the time of ordering the Service. Company shall pay for all Location fees ordered for an entire term. Company shall make future fee payments for renewal annually, quarterly, or monthly consistent with the Initial Term. Company must provide Thatsbiz with a valid credit card or other approved payment method prior to receiving the Service.
6.2 Fee Changes: Thatsbiz reserves the right to modify its fees upon 30 day prior written notice which may be provided by e-mail. Fee changes will take place after the initial term or term renewal period.
6.3 Renewal Payments: Thatsbiz will automatically bill Company's credit card or checking account in the billing frequency established by the length of Company's Initial Term. The renewal charge will be equal to the number of Locations multiplied by the then current per Location fee. Company agrees to provide Thatsbiz with complete and accurate billing and contact information.
6.4 Non-Payment: Thatsbiz may terminate this Agreement and Company's access to the Service for Company's non-payment of fees. Thatsbiz has no obligation to retain any of Company's Data which may be irretrievably deleted if Company's account is delinquent by more than 30 days.

7. Term and Termination:
7.1 Term: This Agreement shall be effective as of the Effective Date. The Initial Term will be for the period of time Company elects during the ordering process and shall commence on the date Company pays for the Service. Upon the expiration of the Initial Term, this Agreement will automatically renew for successive renewal terms equal in duration to the Initial Term at Thatsbiz's then current fees. In case of Locations that are authorized and added after the beginning of the Initial Term, the term of their usage of the Service shall be coterminous with the preexisting term. Company may request Company's Data upon termination or expiration of this Agreement and Thatsbiz will make available to Company Company's Data within 30 days. Company agrees that Thatsbiz has no obligation to retain Company's Data, and may delete Company's Data, more than 30 days after termination. Thatsbiz shall have no obligation to maintain or forward any of Company's Data if Thatsbiz terminates this Agreement for cause.
7.2 Termination: Company may terminate this Agreement or reduce its number of Locations anytime during the term by notifying Thatsbiz in writing at least ten (10) business days prior to the end of a term. Thatsbiz will provide Company a refund for the remaining number of days in the term. Refunds will be made to Company using the same payment method used by the Company. Thatsbiz may terminate this Agreement without cause or reduce the number of Locations at any time by notifying Company in writing at least thirty (30) days prior to such termination. Thatsbiz may terminate Company's use of the Service if, in Thatsbiz's sole discretion, Company breaches or otherwise fails to comply with this Agreement. Company agrees that Thatsbiz has no obligation to retain Company's Data, and may delete Company's Data, if Company has breached this Agreement and such breach is not cured within 30 days of notice of such breach. Company's obligation to make a payment of any outstanding, unpaid fees shall survive termination of this Agreement.

8. Representations & Warranties:
Thatsbiz will provide the Service in a manner consistent with general industry standards and the Service will perform substantially in accordance with any documentation provided by Thatsbiz. If any portion of the Thatsbiz Technology is held to infringe any third party intellectual property rights, then Thatsbiz will, at its expense and option: (i) obtain the right for Company to continue to use the Service; (ii) modify the software so that it is non-infringing; or (iii) replace the infringing component with a non-infringing component.

9. Disclaimer of Warranties:
THE SERVICE AND THE THATSBIZ TECHNOLOGY IS PROVIDED TO COMPANY 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. THATSBIZ 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 OR SOFTWARE, (B) THE SERVICE OR THATSBIZ TECHNOLOGY WILL MEET COMPANY'S REQUIREMENTS OR EXPECTATIONS, (C) ERRORS OR DEFECTS WILL BE CORRECTED, OR (D) THE SERVICE OR THATSBIZ TECHNOLOGY ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. THATSBIZ'S SERVICES MAY BE SUBJECT TO LIMITATIONS OR ISSUES INHERENT IN THE USE OF THE INTERNET AND THATSBIZ IS NOT RESPONSIBLE FOR ANY PROBLEMS OR OTHER DAMAGE RESULTING FROM SUCH LIMITATIONS OR ISSUES.

10. Limitation of Liability:
Neither party shall be in breach of this Agreement due to failure of performance that arises out of causes beyond its reasonable control. To the maximum extent permitted by applicable law, IN NO EVENT WILL THATSBIZ BE LIABLE TO COMPANY OR ANY THIRD PARTY FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES, WHETHER IN TORT OR IN CONTRACT, INCLUDING LOST PROFITS, LOST SAVINGS OR OTHER INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING UNDER THIS AGREEMENT OR THATSBIZ'S PERFORMANCE INCLUDING WITHOUT LIMITATION (A) THE THATSBIZ TECHNOLOGY OR THE SERVICES, (B) ANY INTERRUPTION OF USE OF THE THATSBIZ TECHNOLOGY OR THE SERVICE OR (C) FOR LOSS, INACCURACY OR CORRUPTION OF COMPANY DATA, EVEN IF THATSBIZ HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL THATSBIZ'S LIABILITY HEREUNDER EXCEED THE AMOUNT THAT COMPANY PAID TO THATSBIZ UNDER THIS AGREEMENT DURING THE PREVIOUS TWELVE MONTHS.

11 General:
11.1 Assignment. Company may not assign this Agreement or any rights or obligations herein.
11.2 Modifications. No modifications are to be made to this Agreement unless evidenced by a writing signed by both parties. No text or information set forth in any of Company's purchase orders shall add to or vary this Agreement.
11.3 Severability. If any provision of this Agreement is determined to be illegal or unenforceable, that provision will be limited to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect.
 11.4 Choice of Law. This Agreement shall be governed by the laws of the State of Michigan without regards to its conflicts of law provisions. Any legal action or proceeding relating to this Agreement shall be instituted in a state or federal court in Oakland County, Michigan, and each party hereby submits to the personal jurisdiction of such courts.
11.5 Complete Understanding. This Agreement constitutes the complete understanding of the parties, and supersedes all prior or contemporaneous agreements, negotiations, proposals, and understandings between the parties.
11.6 Notice. Notices regarding this Agreement shall be in writing and addressed to Company at the address Company provides, or, in the case of Thatsbiz, when addressed to Thatsbiz., Attn. Legal Counsel, 4216 Antique Lane, Bloomfield Hills, MI 48302 USA. Notices regarding the Service in general may be given by electronic mail to Company's e-mail address on record with Thatsbiz and such notice shall be deemed to have been delivered 12 hours after sending.