USER AGREEMENT FOR REWARDPOST SERVICE

INTRODUCTION

Welcome to RewardPost.  Please review and sign the Agreement below to become a RewardPost User.  The Agreement set forth below contains eighteen sections. The headings below are for reference only and do not limit the scope of each section. Some capitalized terms have specific definitions, and we have provided them in section 17. You will also find underlined words in this Agreement and on our website that hyperlink to relevant information.

TABLE OF CONTENTS

Section:      1.0 RewardPost Relationship With You
                  2.0 Eligibility and Identification
                  3.0 Sending Money
                  4.0 Tax Liability
                  5.0 Interest on Your Account
                  6.0 Opening Your Pledge Account
                  7.0 Closing Your Pledge Account
                  8.0 Fees and Costs
                  9.0 Restricted Activities
                 10.0 Your Liability - Actions We May Take
                 11.0 Errors and Unauthorized Transactions
                 12.0 Disputes between Buyers and Sellers 
                 13.0 Escalating Disputes into Claims
                 14.0 Disputes with RewardPost
                 15.0 Claiming A Reward
                 16.0 Reserve Account
                 17.0 Definitions
                 18.0 Miscellaneous Provisions

THE AGREEMENT

1.0       RewardPost Relationship With You.

            1.1 The Agreement: This User Agreement (“Agreement”) is by and between Global Rewards Enterprises, Inc., a California Corporation (“RewardPost”) and You, Your heirs, agents, successors and assigns (“You” or “Your”) and is made effective as of the date of electronic execution. In order to use our Services, You must read, agree with and accept all of the terms and conditions contained in this Agreement. We may amend this Agreement at any time by posting a revised version on our website.  You agree to be bound by any revisions RewardPost may reasonably make to this Agreement. The revised version will be effective at the time we post it. In addition, if the revised version includes a substantial change, we will provide You with thirty (30) days prior notice of substantial change by posting notice on the "Policy Updates" page of our website. We last modified this Agreement on November 1, 2007.

             1.2 What is RewardPost:  RewardPost.com is the place for placing an Advertisement (“Ad”) for any item You want others to find for You, be it a missing person, car part, or information about people, places or things.  With the World Wide Web’s enormous possibilities and massive search engine hits, it has become difficult to find anything without wasting Your valuable time.  At  RewardPost.com You can place an Ad just like You would for something to sell, but You specify what You’re willing to pay for the item You want, and let people contact You when they find what You are looking for.  Let others look for Your item and they can profit, if they can find the item for You under Your Reward Price.  If they are unable to find Your item for less, they can negotiate with You over the price. 

            RewardPost is also the place where you can participate in some of the most important issues of the day, as well as helping to find missing persons as well as the worst criminals by creating a Pledge Advertisement or contributing to a Pledge(s) Advertisement and selecting a charity that receives the Pledged Sums if the advertisement expires or the object of the advertisement is not achieved.

            1.3 Our Relationship With You.  RewardPost is an independent contractor for all purposes, except that RewardPost acts as Your agent only with respect to the custody of Pledged Funds which are or will be deposited with a financial institution to be held by the financial institution until a person successfully claims a reward or the funds are distributed to a charitable organization in accordance with the terms of this Agreement.  RewardPost does not have control of or liability with respect to any product You purchase from a Third Party who finds the product You advertise for.  We do not guarantee the identity of any User or insure that a Buyer or a Seller will complete a transaction.

                        1.3.1 RewardPost is not a Bank.  RewardPost is neither a Bank nor a financial institution.  RewardPost does not transact any banking business and does not engage in any banking activities.  RewardPost is not a bank for cooperatives, collecting bank, commercial bank, correspondent bank, custodian bank, depository bank, drawee bank, payor bank, federal home loan bank, federal land bank, intermediary bank, investment bank, member bank, mutual savings bank, national bank, nonbank bank, nonmember bank, presenting bank, private bank, remitting bank, reserve bank, member bank, respondent bank, savings-and-loan bank, savings-and-loan association, state bank, or a credit union.  If, for any reason, RewardPost is found by a court of competent jurisdiction to be a bank and in alleged violation of state and/or federal law(s) which may prohibit its activities, all monies, except for any interest earned, held in the Reserve Account(s) at a financial institution(s) will be distributed to the Users defined charity which is the Public Charity designated to receive Pledged Funds pursuant to Section 7.3 below, after deducting all court costs, attorney fees, and fines from any such court proceedings which RewardPost may be obligated to pay as a result of such defense of RewardPost and Global Rewards Enterprises, Inc.   Following the termination of RewardPost activities or the conduct of its business by any such action of State or Federal Law(s), RewardPost will advise the financial institution holding funds in Reserve Accounts to hold such funds, except for interest benefitting Global Reward Enterprises, Inc., legal fees, costs and fines, until such period of time passes that there is no legal risk to RewardPost; all statutes of limitations have expired; all court actions have ceased; and all legal fees, fines, and costs have been paid.  All sums on deposit in the Reserve Accounts held at financial institutions will then be disbursed to the charity You selected or the one We select if Your charity no longer exists in the fiscal quarter following the fiscal quarter in which all action ceases, or otherwise pursuant to Section 7.3.

            1.4 Your Privacy. Protecting Your privacy is very important to RewardPost. Please review our Privacy Policy in order to better understand our commitment to maintaining Your privacy, as well as our use and disclosure of Your Information.
            1.5 Privacy of Others. If You receive Information about another RewardPost User through our website, You must keep the Information confidential and only use it in connection with the Service. You may not disclose or distribute a RewardPost User's Information to a Third Party or use the Information for marketing purposes unless You receive the User's express written consent to do so.

            1.6 Intellectual Property. "RewardPost.com," "RewardPost," and all related logos, agreements, documents, products and Services described in our website are either trade secrets, copyrights, trademarks, service marks, trade dress, registered copyrights, registered trademarks or registered service marks of RewardPost or its licensors.  You understand and agree that all content and materials contained in this Agreement, other policies, the RewardPost website and any affiliated websites, are protected by the various copyright, trademark, service mark, trade dress and trade secret laws of the United States of America, as well as any other applicable proprietary and intellectual property rights and laws, and that RewardPost or its licensors expressly reserve its rights in and to all such content and materials.  You may not copy, imitate or use any of them without RewardPost's prior written consent. In addition, all page headers, custom graphics, button icons, and scripts are service marks, trademarks, and/or trade dress of RewardPost. You may not copy, imitate, or use any of them without our prior written consent. You may use HTML logos provided by RewardPost through our merchant services, or affiliate programs without prior written consent for the purpose of directing web traffic to the Service. You may not alter, modify or change these HTML logos in any way, use them in a manner that is disparaging to RewardPost or the Service or display them in any manner that implies RewardPost's sponsorship or endorsement.

            1.7 Assignment. You may not transfer or assign any rights or obligations You have under this Agreement without RewardPost's prior written consent. RewardPost reserves the right to sell, transfer or assign this Agreement or any right or obligation under this Agreement to any other Person, Firm, Limited Liability Company, Corporation, or other business entity at any time.   Upon sale, transfer or assignment, RewardPost shall be relieved of any and all liability relating to this Agreement

            1.8 Notices to You. You agree that RewardPost may provide notice to You by any or all of the following methods:   posting it on our website; emailing it to the email address listed in Your Account; or mailing it to the street address listed in Your Account by either U.S. first class mail or overnight delivery services, such as FedEx. Such notice shall be considered to be received by You within 24 hours of the time it is posted to our website or emailed to You unless we receive notice that the email was not delivered. If the notice is sent by mail, we will consider it to have been received by You three Business Days after it is sent. You may request a paper copy of any legally required disclosures and You may terminate Your consent to receive required disclosures through electronic communications by contacting RewardPost as described in section 1.9 below. RewardPost will charge You a Records Request Fee (per section 8.0) to provide a paper copy. RewardPost reserves the right to close Your Account if You withdraw Your consent to receive electronic communications.

            1.9 Notices to RewardPost. Except as otherwise stated below in section 11.0 (Errors and Unauthorized Transactions) and section 14.0 (Disputes with RewardPost), any and all notices You send to RewardPost must be sent by postal mail to: Global Rewards Enterprises, Inc., Attention: Legal Department, 16133 Ventura Boulevard, Suite 920, Encino, California 91436.

            1.10 Transaction History. You may access Your transaction history and Balance of Pledged Funds by logging into Your Account and clicking on the “My Chest” tab and then on the "My Reward Post" tab.

            1.11 Accurate Information.  You agree to maintain accurate information by providing updates to RewardPost, as requested by us or as needed, while You are using RewardPost Services.  You agree You will notify RewardPost within five (5) business days if any of the information You provided as part of the application and/or registration process changes.  Failure by You, for whatever reason, to respond within five (5) business days to any inquiries made by RewardPost to determine the validity of information provided by You will constitute a material breach of this Agreement.

1.11.1  You further agree that RewardPost may use and rely on any such information provided by You for all purposes in connection with the Services, subject to RewardPost Privacy Policy.  If You provide any information that is inaccurate, not current, false, misleading, or incomplete, or if RewardPost has reasonable grounds to suspect that Your information is inaccurate, not current, false, misleading or incomplete, RewardPost has the absolute right, in its sole discretion, to terminate its Services with You and close Your Account.

2.0       Eligibility and Identification.

            2.1 Eligibility. To be eligible for our Services, You must be at least eighteen (18) years old and provide a residence address to us.  If You are a resident of a country outside the United States of America (USA), or its territories and possessions, we may impose, at our discretion, additional eligibility requirements.  Please check our web site for these conditions.

            2.2 Identity Authentication. You authorize RewardPost, directly or through Third Parties, to make any inquiries we consider necessary to validate Your identity and/or authenticate Your age. This may include asking You for further information; requiring You to take steps to confirm ownership of Your actual residence address and/or email address; or financial instruments; ordering a credit report, and verifying Your Information against Third Party databases or through other sources.

3.0       Sending Money.

            3.1 Pledge Limits. We may, at our discretion, impose limits on the amount of money You can Pledge through our Service. You can view the Pledge limit, if any, by logging into the “Pledge Limits” link on the "Account Overview" page.

            3.2 Pledge Limitations. In order to manage risk, RewardPost may limit the Pledge amount for a transaction. If we limit the Pledge amount, we will alert You that there is a higher-than-normal level of risk associated with the Pledge. Such a notice does not mean that either party to the transaction is acting in a dishonest or fraudulent manner. It means there may be a higher-than-normal level of risk associated with the transaction. You may choose to continue with the transaction with the understanding that You may have fewer avenues available for Dispute resolution should the transaction turn out to be unsatisfactory.

            3.3 Pledges are Non-Refundable.  At the time You make a Pledge, a Person may rely on Your Pledge to their detriment.  Also, at the time You make the Pledge, You will designate a charitable organization to receive the Pledged Funds if no one claims the Funds or the advertising time has expired.  Therefore, once a Pledge transaction has been completed and the money deposited into the Reserve Account, it becomes non-refundable and can only be disbursed as provided in Sections 7.0 and 15.0 of this Agreement.

4.0       Tax Liability.

            4.1 Taxes. It is Your responsibility to determine what, if any, taxes apply to the payments or Pledges You make or receive, and it is Your responsibility to collect, report and remit the correct tax to the appropriate tax authority. RewardPost does not give financial or tax advice to its Users and is not responsible for determining whether taxes apply to Your transaction, or for collecting, reporting or remitting any taxes arising from any transaction.

5.0       Interest on Your Account.

            5.1 Assignment of Interest to RewardPost. You agree that You will not receive interest or other earnings on the Funds that RewardPost transmits for You to the Reserve Account(s) held by a bank or other financial institution. In consideration for Your use of the Service, You irrevocably transfer and assign to RewardPost any ownership right, title or interest  that You may have in any interest that may be earned or accrued on Funds held in Reserve Accounts. This assignment applies only to interest earned or accrued on Your Funds, and nothing in this Agreement grants RewardPost any ownership right to the principal of the Funds You maintain with the bank or financial institution except that amount which will be paid for reward advertising, fees and costs set forth in Schedule A. In addition to or instead of earning interest on Reserve Accounts, RewardPost may receive a reduction in Fees or expenses charged for banking services by the banks or financial institutions that hold Your Pledged Funds.

6.0       Opening Your Account

            6.1 How to Open Your Account with RewardPost.  You open Your Account with RewardPost by filling out the “RewardPost Account Form”.  You must provide all information requested in the form, and You must also designate a Public Charity to receive Your Pledged Funds in the event any of the conditions set forth in Section 7.0 below apply to Your  Account including voluntarily closing Your Account, failing to log into Your  Account for two or more years, or because no Person Claims Your Funds within two years of the date of posting. 

            6.2 Acceptable Public Charities.  You must select a Public Charity  from RewardPost’s list of acceptable public charities which have been approved by RewardPost to receive Funds in accordance with Section 7.0 below.  See Schedule B for the list of public charities.

            6.3 Placing an Ad.  You place an Ad with RewardPost by logging into Your Account and clicking on the “Post a Reward”, “Post a Pledge Reward” or “Submit a Pledge” buttons and following the instructions.

                        6.3.1 RewardPost Approval of Ads.  RewardPost, in its sole discretion, has the right to approve, reject or remove any Ad You place in accordance with RewardPost’s acceptable use policies.

7.0       Closing Your Account.

            7.1 How to Close Your Account. You may close Your Account at any time by logging in to Your Account, clicking on the "My Chest" tab, then clicking on the "My Reward Profile" tab, and then following the instructions. Upon Account closure, we will cancel any pending transactions, however, any Pledge Balances in Your Account will remain assigned to the Pledge Advertisement You made, until a Person successfully claims the Reward or the advertisement expires without a successful reward claim, at which time the Pledged Funds will be transmitted to the Public Charity You selected or as otherwise provided in the Agreement.

            7.2 Limitations on Closing Your Account. You may not close Your  Account to avoid or evade an investigation. If You attempt to close Your Account while we are conducting an investigation, we may have the Financial Institution holding Your Funds not disburse the Funds for up to One Hundred Eighty (180) Days to protect RewardPost or a Third Party against the risk of Reversals, Chargebacks, Claims, Fees, Mediation and Arbitration Fees, Fines, Costs, Penalties and other Liabilities. You will remain liable for all obligations related to Your Pledge Account even after the Account is closed.

           7.3 Disbursement or Escheatment of Dormant Accounts. If You do not log in to Your Account for two (2) or more years, RewardPost will close Your Account and have the Balance remaining applied to Your Pledged Advertisement for the period remaining on Your Ad.  If no Person successfully claims the Reward within the time allowed, or the time of Your Ad expires, the Pledged Funds will be paid to the charity you selected.  When RewardPost does close Your Account, but Your selected or designated charity no longer exists or has lost its exempt status as a Public Charity, we may either pay those Funds to a charity that we select or to the State of Your residence or to the State of Delaware if You have no State of residence or reside in a foreign jurisdiction. Where applicable, RewardPost will send You a notice prior to sending Your Funds to a charity or escheating or closing Your Account. If You fail to respond to this notice within thirty (30) days of receipt, Your Account will be closed.

8.0       Fees and Costs

            8.1 Fees Payable by You to RewardPost.  For any Services rendered by RewardPost on Your behalf in connection with this Agreement, You will pay Fees to RewardPost as provided in Schedule A attached to this Agreement and made a part hereof.

            8.2 Fees are Non-Refundable.  Once Fees are paid to RewardPost, they become non-refundable at such time as an Ad has been placed by You and appears on the RewardPost website.

            8.3 Costs.  Costs for legal fees, court costs, expert witnesses, investigator fees, travel and per diem expenses may be deducted from Your Pledged Funds in accordance with this Agreement.

9.0  Restricted Activities.

            9.1 Restricted Activities. In connection with Your use of our website, Your Account, or the Services, or in the course of Your interactions with RewardPost, a User or a Third Party, You will not:

9.1.1    Breach this Agreement, the Card Processing Agreement, the Acceptable Use Policy, Privacy Policy or any other agreement that You have entered into with RewardPost, including, but not by way of limitation, the rules and regulations of any Bank or Financial Institution selected as a depository for Your Funds in a Reserve Account;

                        9.1.2    Violate any law, statute, ordinance, rule or regulation (for example, those governing banking and financial services, consumer protections, unfair competition, anti-discrimination or false advertising);

                        9.1.3    Infringe RewardPost's or any Third Party's copyright, patent, trademark, service mark, trade dress, trade secret or any other intellectual property rights, or rights of publicity or privacy;

                        9.1.4    Act in a manner that is defamatory, libelous, trade libelous, slanderous, unlawfully threatening or unlawfully harassing;

                        9.1.5    Provide false, inaccurate or misleading Information;

                        9.1.6    Send or receive what we reasonably believe to be potentially illegal or fraudulent Funds;

                        9.1.7    Refuse to cooperate in an investigation or provide confirmation of Your identity or any Information You provide to us;

                        9.1.8    Control directly or indirectly an Account that is linked to another Account that has engaged in any of these Restricted Activities;

                        9.1.9    Conduct Your business or use the Services in a manner that results in or may result in Complaints, Disputes, Claims, Reversals, Chargebacks, Fees, Fines, Penalties and other Liability to RewardPost, a User, a Third Party, a Bank or Financial Institution, or You;

                        9.1.10  Use Your Account or the Services in a manner that RewardPost, Visa, MasterCard, American Express, Discover, bank or financial institution, reasonably believe to be an abuse of the credit card system or a violation of credit card association rules;

                        9.1.11  Allow Your Account to have a negative Balance;

                        9.1.12  Disclose, directly or indirectly, or distribute another User's Information to a Third Party, or use the Information for marketing purposes unless You receive the User's express written consent to do so;

                        9.1.13  Send unsolicited email to a User or use the Services to collect payments for sending, or assisting in sending, unsolicited email to Third Parties;

9.1.14 Take any action that imposes an unreasonable or disproportionately large load on our infrastructure;

9.1.15 Facilitate any viruses, Trojan horses, worms or other computer programming routines that may damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or Information;

9.1.16 Use any robot, spider, other automatic device, or manual process to monitor or copy our website without our prior written permission;

9.1.17 Use any device, software or routine to bypass our robot exclusion headers, or interfere or attempt to interfere, with our website or the Services;

9.1.18 Take any action that may cause us to lose any of the Services from our internet service providers, payment processors, banks or financial institutions, or other suppliers;

9.1.19 Use the Service to test credit card behaviors;

9.1.20 Using the Service to receive payments for any sexually oriented or obscene materials or Services in violation of the Acceptable Use Policy;

9.1.21 Using the Service to receive payments for any narcotics, other controlled substances, steroids or prescription drugs in violation of the Acceptable Use Policy;

9.1.22 Using the Service to receive payments for wagers, gambling debts, or gambling winnings, regardless of the location or type of gambling activity;

9.1.23 Using the Service to receive or send payments for the maintenance, support or promotion of terrorist organizations and/or activities;

                        9.1.24  Your usage of our Services results in, or is the subject of, legal action or threatened action, against RewardPost, any of it agents, representatives, banks or financial institutions, or any of its affiliates or partners, without consideration for whether such legal action or threatened legal action is eventually determined to be with or without merit;

                        9.1.25  You use the Services in association with spam or morally objectionable activities; 

                        9.1.26  You use the Services for activities designed to encourage unlawful behavior by others, such as hate crimes, terrorism and child pornography; activities that are tortuous, vulgar, obscene, invasive of the privacy of a Third Party, racially, ethnically, or otherwise objectionable; activities designed to impersonate the identity of a Third Party; illegal access to other computers or networks (i.e. hacking); distribution of internet viruses or similar destructive activities; and activities designed to harm or  unethically use minors in any way;

                        9.1.27  Engaging in morally objectionable activities including, but not limited to, activities designed to defame, embarrass, harm, abuse, threaten, slander, or harass Third Parties; activities prohibited by the laws of the United States of America and/or foreign territories in which You conduct business; or,

                        9.1.28  Using the Services as a means for directly or indirectly laundering money or engaging in money laundering activities or racketeering or any other act or conduct prohibited by RICO, or any similar State or Federal law;

            9.2   Acceptable Use Policy.  Any such use in contravention of the provisions above (9.1.1 - 9.1.28) or the provisions below (10.4.1 - 10.4.4) shall constitute a violation of our Acceptable Use Policy.

10.0     Your Liability - Actions We May Take.

            10.1 Your Liability. You are responsible for all Reversals, Chargebacks, Claims, Fees, Fines, Penalties and other Liability incurred by RewardPost, a RewardPost User, Bank, Financial Institution, or a Third Party caused by or arising out of Your breach of this Agreement, violation of any restricted activities provisions, and/or Your use of the Services. You agree to reimburse RewardPost, a User, Bank, Financial Institution, or a Third Party for any and all such liability including, but not limited to attorneys fees, court and other costs incurred by us or them.

           10.2 Actions by RewardPost. If You engage in any Restricted Activities, we may take various actions to protect RewardPost, a User, a Bank or Financial Institution, a Third Party, or You from Reversals, Chargebacks, Claims, Fees, Fines, Penalties and any other Liability. The actions we may take include, but are not limited to the following:

                        10.2.1  We may close, suspend, or limit Your use of our Services;

                        10.2.2  We may contact third persons who have engaged in transactions with You, contact Your bank or credit card issuer, and warn other Users, law enforcement, government agencies or impacted Third Parties of Your actions;

10.2.3 We may update inaccurate Information You provided us;

10.2.4 We may refuse to provide our Services to You in the future;

10.2.5 We may have the Financial Institution holding Your Pledged Funds for up to one hundred eighty (180) days before distribution if reasonably needed to protect against the risk of liability; and,

10.2.6 We may take legal action against You including, but not limited to legal or equitable, or other, including injunctive and declaratory, relief;

10.2.7  RewardPost, in its sole discretion, reserves the right to terminate this Agreement, Your access to its website, or Your access to the Service for any reason and at any time upon notice to You.

            10.3 Account Closure, Termination of Service, or Limited Account Access. If we close Your Account or terminate Your use of our Services for any reason, we will provide You with notice of our actions.  All decisions regarding whether You breached this Agreement or violated any of its provisions is within the sole discretion of RewardPost.

            10.4 Acceptable Use Policy Violation - User Charges. If You violate any of the provisions of the Acceptable Use Policy as set forth in subsections 10.4.1 - 10.4.5 below, then we may charge You $500.00 USD for each such violation and may take legal action against You to recover additional losses we incur. You acknowledge and agree that $500.00 USD is presently a reasonable minimum estimate of RewardPost's damages, considering all currently existing circumstances, including the relationship of the sum to the range of harm to RewardPost that reasonably could be anticipated and the anticipation that proof of actual damages may be impractical or extremely difficult. RewardPost may deduct such charges directly from any existing Balance in the offending Account. The specific activities that may subject You to charges by RewardPost are:

                        10.4.1  Using the Service to receive payments for any sexually oriented or obscene materials or Services in violation of the Acceptable Use Policy;

                        10.4.2  Using the Service to receive payments for any narcotics, other controlled substances, steroids or prescription drugs in violation of the Acceptable Use Policy;

                        10.4.3  Using the Service to receive payments for wagers, gambling debts or gambling winnings, regardless of the location or type of gambling activity.

                        10.4.4  Using the Service to receive or send payments for the maintenance, support or promotion of terrorist organizations and/or activities.

                        10.4.5  Using the Service as a means for directly or indirectly laundering money or engaging in money laundering activities or racketeering or any similar act or conduct prohibited by RICO, or any similar State or Federal law;

            10.5  Attorneys' Fees for Acceptable Use Policy Litigation/Arbitration. If either You or RewardPost commence litigation or Arbitration in connection with a charge or other action taken related to our Acceptable Use Policy, the prevailing party will be entitled to recover reasonable attorneys' fees and costs in addition to any other relief to which it may be entitled.

            10.6 Waiver.  The failure of RewardPost to take action on any default or breach of any provision of this Agreement shall not be construed as a waiver thereof; nor shall any User practice which may develop between the parties in the course of transactions between them be construed to waive or lessen the right of RewardPost to insist upon the performance by User of any term, covenant or condition hereof, or to exercise any rights given to it on account of any such default, and shall not be deemed to be a waiver of the same or any other subsequent breach or default.

11.0     Errors and Unauthorized Transactions.

            11.1  Identifying Errors and/or Unauthorized Transactions. You can inspect Your transaction history at any time by logging in to “Your Account” on the RewardPost website and clicking the "My Chest" tab and then “My Reward Post” tab. It is very important that You immediately notify RewardPost if You have reason to believe any of the following activities have occurred: (I) there has been an unauthorized transaction from Your Account; (ii) there has been an unauthorized access to Your Account; (iii) Your password or RewardPost Mobile PIN has been compromised; or (iv) someone has transferred or may transfer money using Your Account without Your permission (collectively called "Improper Account Access").

            11.2 Notifying RewardPost of Errors and/or Unauthorized Transactions. To notify us if You believe there has been or will be an error or unauthorized transaction on Your Account, telephone RewardPost Customer Service at (818) 700-3581; contact us using our affidavit report form (click on “Forms”); or write to RewardPost, Attn: Error Resolution Department, 2222 Foothill Blvd., Suite 502, La Canada/Flintridge, California 91011.

            If You initially provide information to us via the telephone, we may require that You send Your complaint or question in writing within ten (10) Business Days after the phone contact. Please complete the affidavit report form and submit it online or mail it to RewardPost, Attn: Error Resolution Department,  2222 Foothill Blvd., Suite 502, La Canada/Flintridge, California 91011.

            11.3  Review of Reports of Errors and/or Unauthorized Transactions. We will advise You of the results of our investigation by e-mail or written correspondence, in our discretion, within thirty (30) Business Days after we receive Your notice.  If we have made an error, we will correct it promptly. If we need more time, however, we may take up to sixty (60) additional business days to investigate Your complaint or question.  If we determine that there was no error, we will send You a written explanation.

12.0     Disputes between Buyers and Sellers.

            12.1  Buyer Protection. If You buy an item from a Third Party Seller using RewardPost Services and You used our recommended payment method through PayPal, and You either do not receive the item or receive an item that You believe is significantly not as described by the Seller, we encourage You to open a Dispute with the Seller in our Resolution Center.  If Your dialogue with the Seller fails to produce a satisfactory result, You must contact PayPal to escalate the Dispute into a “Claim” that You may bring against the Seller by following the PayPal resolution process.

            12.2  Filing Deadlines. You must file Your Dispute against a Seller within the time period designated by PayPal from the date of the relevant payment. It is Your responsibility to keep track of the deadlines.

            12.3  Dispute Process.  RewardPost has no dispute process for purchases between Buyers and Third Party Sellers or between Users who post a Reward Ad and the Person who finds the item, person or thing You are selling; or between Users and Finders.

            12.4 RewardPost does not Determine Resolution of Your Dispute with a Seller.  RewardPost only provides the online service for You to have a dialogue with the Seller in an attempt to resolve Your Dispute without resorting to the formal Claims process described in Section 13.  RewardPost does not make any determination with respect to the merits or validity of Your Dispute; and, RewardPost does not assist with resolution of the Dispute.  RewardPost merely provides You access through its website to have a dialogue with the Seller regarding Your Dispute.

13.0     Escalating Disputes into Claims.

            13.1  Escalating Disputes into Claims. If You are unable to reach a resolution with the Seller within thirty (30) Days of filing the Dispute, or if You have reached a resolution with the Seller but it has not been fully executed (for example: You have not received the refund or You have not received an exchange item that the Seller agreed to send You), You may escalate the Dispute into a Claim in order to maintain Your rights.

            13.2  Claims Procedures. If You escalate a Dispute into a “Claim”, You must follow the procedures set forth below for Mediation and possible Arbitration if Mediation is unsuccessful.  The “Claim” is initiated by requesting Mediation as provided in Section 13.3 below.

            13.3  Mediation.  The Mediation shall be commenced by either party making a demand in writing for Mediation and sending the demand to the other party as provided in this Agreement.  The parties shall select a mutually agreed upon Mediator from JAMS or ADR or similar Los Angeles, California based judicial private mediation service, or any other Los Angeles, California based retired judge or Los Angeles, California based attorney agreed upon by the parties.  If the parties cannot agree on the selection of a Mediator within fifteen (15) days of receipt by either party of the Mediation demand, each party shall select his or her own Mediator within ten (10) days thereafter, and the Mediators so selected by each party shall select a third neutral mediator to conduct the Mediation.  The Mediation shall take place at a mutually agreed upon location within the County of Los Angeles, State of California.  If the parties and the Mediator cannot agree on a mutual location, the Mediator selected by the parties shall select the location.  Each party shall bear his or her own costs and attorneys fees in connection with the Mediation, except the parties shall each pay one-half the Fees charged by the Mediator.  If there are more than two parties participating in the Mediation, the parties shall pay the Mediator’s fees pro-rata as determined by the Mediator.  The Mediation may be conducted by telephonic conference if either of the parties do not reside within one hundred fifty (150) miles of the Mediation location as permitted by the Mediator.

            13.4 Binding Arbitration of Disputes.  If the Mediation does not resolve the Dispute, then the parties shall arbitrate the Dispute as follows: For any breach for which any party believes legal, injunctive or other equitable relief is appropriate, any Dispute, Claim, controversy or breach between a Buyer and a Seller relating to this Agreement shall be Resolved by Binding Arbitration in accordance with the Arbitration rules prescribed by the California Code of Civil Procedure (CCP).  The Arbitration shall be commenced by either party making a demand in writing for Arbitration and sending the demand to the other party.  The parties hereto shall select a mutually agreed upon arbitrator from JAMS or ADR or similar Los Angeles, California based judicial private Arbitration service, or any other retired Judge or Los Angeles, California based attorney agreed upon by the parties.  If the parties cannot agree on the selection of an arbitrator within thirty (30) days of receipt by either party of the Arbitration demand, each party shall select its own arbitrator from a panel provided by ADR or JAMS or similar judicial private Arbitration service within ten (10) days thereafter, and the arbitrators so selected by each party shall select a third neutral arbitrator from the panel provided by ADR or JAMS or similar Los Angeles, California based judicial Arbitration service to conduct the Arbitration proceedings as a panel of three.  If any party does not comply with these provisions, the other party may petition the California Superior Court-County of Los Angeles, State of California, for appropriate relief.  Each party shall bear his/her own costs and attorneys fees in connection with any such Arbitration, except that each party shall pay one-half the Fees charged by any arbitrator or arbitrators.  If there are more than two parties participating in the Arbitration, the parties shall pay the Arbitrator’s fee pro-rata as determined by the Arbitrator.  The parties shall be entitled to conduct reasonable discovery pursuant to CCP and as authorized by the arbitrator.  The Arbitration shall be completed within a reasonable time, not to exceed eight months from the initial demand, unless otherwise agreed upon by the parties and approved by the arbitrator or arbitrators.

            13.4.1  The Arbitration shall be conducted at a mutually convenient time and place within the County of Los Angeles, State of California, as agreed upon by the parties and the arbitrator or arbitrators.  If the total amount in controversy is less than Five Thousand Dollars ($5,000.00), the Arbitration may be conducted by telephonic conference between the parties and the arbitrator or arbitrators as agreed upon by the parties and the arbitrator or arbitrators.

            13.4.2 WAIVER OF COURT OR JURY TRIAL.  BY ACCEPTING THE TERMS OF THIS AGREEMENT, YOU ACKNOWLEDGE AND AGREE THAT YOU ARE GIVING UP ANY RIGHTS YOU MIGHT POSSESS TO HAVE THE DISPUTE LITIGATED IN A COURT BY A JUDGE OR A JURY TRIAL.

            13.5  Seller and Buyer Cooperation. If You or another User You have sent money to, or if You have received money from another party who initiates a Dispute or Claim, You agree to provide to any requesting party, on a timely basis not to exceed thirty (30) days, any documentation necessary to resolve the Dispute or Claim.  You also agree to fully cooperate with RewardPost in all aspects of our Dispute and Claim processes.

            13.6  Release of RewardPost. If You have a Dispute with one or more Users or Third Parties, You release RewardPost (and our officers, directors, shareholders, partners, members, parents, subsidiaries, agents, joint venturers, attorneys, accountants, employees and our suppliers including banks and financial institutions holding Pledged Funds) from any and all Claims, demands and damages (actual, incidental and/or consequential) of every kind and nature arising out of or in any way connected with any such Dispute. In addition, You waive the provisions of California Civil Code §1542, which says: "A general release does not extend to Claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor."

14.0     Disputes with RewardPost.

            14.1  Contact RewardPost First. If a Dispute arises between You and RewardPost, our goal is to learn about and address Your concerns and, if we are unable to do so to Your satisfaction, to provide You with a neutral and cost effective means of resolving the Dispute quickly. Disputes between You and RewardPost regarding our Services may be reported to Customer Service by sending an email to customerservice@rewardpost.com.

            14.2  Alternative Dispute Resolution. If You are unable to resolve Your Dispute by working directly with us, You must resolve Your Dispute with RewardPost through Alternative Dispute Resolution procedures, such as Mediation or Binding Arbitration as alternatives to court litigation. Accordingly, You and RewardPost agree to resolve any Claim in accordance with this Agreement, or as otherwise agreed to in writing by following the procedures set forth below.

            14.3  Mediation.  For any Dispute which has not been otherwise resolved between You and us, You must request relief by first mediating the Dispute with us as follows:

14.3.1  The Mediation shall be commenced by either party making a demand in writing for Mediation and sending the demand to the other party as provided in this Agreement.  The parties shall select a mutually agreed upon Mediator from JAMS or ADR or similar Los Angeles, California based judicial private mediation service, or any other Los Angeles, California based retired judge or Los Angeles, California based attorney agreed upon by the parties.  If the parties cannot agree on the selection of a Mediator within fifteen (15) days of receipt by either party of the Mediation demand, each party shall select its own Mediator within ten (10) days thereafter, and the Mediator so selected by each party shall select a third neutral mediator to conduct the Mediation.  The Mediation shall take place at a mutually agreed upon location within the County of Los Angeles, State of California.  If the parties and the Mediator cannot agree on a mutual location, the Mediator selected by the parties shall select the location.  Each party shall bear his, her or its own costs and attorneys fees in connection with the Mediation, except the parties shall each pay one-half the fees charged by the Mediator.  If there are more than two parties participating in the Mediation, the parties shall pay the Mediator’s fees pro-rata as determined by the Mediator.  The Mediation may be conducted by telephonic conference between You, Us and the mediator if both parties agree in writing and as permitted by the Mediator.  

            14.4 Binding Arbitration.  In the event the Dispute is not Resolved by Mediation, for any Claim, controversy or breach relating to this Agreement (excluding Claims brought by RewardPost for injunctive or other equitable relief), the party requesting relief shall arbitrate the Dispute with the other party as follows:

                        14.4.1  Except as provided in Subsection 14.4.2 hereinbelow, preserving the rights of RewardPost to seek injunctive or other equitable or other relief in a court of competent jurisdiction as set forth in this Agreement, for any breach for which any party believes legal, injunctive or other equitable relief is appropriate, any Dispute, Claim, controversy or breach relating to this Agreement shall be Resolved by Binding Arbitration in accordance with the Arbitration rules prescribed by the California Code of Civil Procedure (CCP).  The Arbitration shall be commenced by either party making a demand in writing for Arbitration and sending the demand to the other party.  The parties hereto shall select a mutually agreed upon arbitrator from JAMS or ADR or similar Los Angeles, California based judicial private Arbitration service, or any other Los Angeles, California based retired Judge or Los Angeles, California based attorney agreed upon by the parties.  If the parties cannot agree on the selection of an arbitrator within thirty (30) days of receipt by either party of the Arbitration demand, each party shall select its own arbitrator from a panel provided by ADR or JAMS or similar Los Angeles, California based judicial private Arbitration service within ten (10) days thereafter, and the arbitrators so selected by each party shall select a third neutral arbitrator from the panel provided by ADR or JAMS or similar judicial Arbitration service to conduct the Arbitration proceedings as a panel of three.  If any party does not comply with these provisions, the other party may petition the California Superior Court-County of Los Angeles, California, for appropriate relief.  Except as provided by Section 10.5 above, each party shall bear its own costs and attorneys fees in connection with any such Arbitration, except that each party shall pay one-half the fees charged by any arbitrator or arbitrators.  If there are more than two parties participating in the Arbitration, the parties shall pay the Arbitrator’s fees pro-rata as determined by the Arbitrator.  The parties shall be entitled to conduct reasonable discovery pursuant to CCP and as authorized by the arbitrator.  The Arbitration shall be completed within a reasonable time, not to exceed eight months from the initial demand, unless otherwise agreed upon by the parties and approved by the arbitrator or arbitrators.  The Arbitration shall be conducted at a mutually convenient time and place within the County of Los Angeles as agreed upon by the parties and the arbitrator or arbitrators.  If the total amount in controversy is less than Five Thousand Dollars ($5,000.00), the Arbitration may be conducted by telephonic conference between the parties and the arbitrator or arbitrators as agreed upon by the parties and the arbitrator or arbitrators.

                        14.4.2  In the event RewardPost desires, in its sole discretion, to seek equitable relief including, but not limited to infringements on RewardPosts intellectual property rights such as trade secrets, trademark, service mark or copyright infringement, for a breach or violation of any provision of this Agreement, RewardPost may seek such relief in a court of competent jurisdiction as provided in this Agreement.  As a part of any equitable relief, RewardPost may also recover damages for said breach and the requirement to resolve the Dispute, Claim, controversy or breach by Binding Arbitration shall be waived.

14.4.3  WAIVER OF COURT OR JURY TRIAL.  BY ACCEPTING THE TERMS OF THIS AGREEMENT, YOU ACKNOWLEDGE AND AGREE THAT YOU ARE GIVING UP ANY RIGHTS YOU MIGHT POSSESS TO HAVE THE DISPUTE LITIGATED IN A COURT BY A JUDGE OR A JURY TRIAL.

            14.5 Law and Forum for Disputes.  In the event any Dispute You have with RewardPost, which is not otherwise subject to the Binding Arbitration provisions of Section 14.4 above, becomes the subject of a lawsuit brought in a court of law, You agree that any Claim or Dispute You may have against RewardPost must be filed in a court of competent jurisdiction located in Los Angeles County, California. You agree to submit to the personal jurisdiction of the courts located within Los Angeles County, California for the purpose of litigating all such Claims or Disputes. This Agreement shall be governed in all respects by the laws of the State of California, without regard to conflict of law provisions.

            14.6  Improperly Filed Litigation. All Claims You bring against RewardPost must be resolved in accordance with Section 14.0 of this Agreement. All Claims filed or brought contrary to Section 14.0 shall be considered improperly filed and a breach of this Agreement. Should You file a Claim contrary to Section 14.0, RewardPost may recover its attorneys' fees and costs (including in-house attorneys and paralegals) relating to Your improper filing up to $5,000.00 USD, provided that RewardPost has notified You in writing of the improperly filed Claim, and You have failed to promptly withdraw the Claim.

            14.7 No Waiver. Our failure to act with respect to a breach by You or others does not waive our right to act with respect to subsequent or similar breaches.

            14.8 Limitations of Liability. IN NO EVENT SHALL WE, OUR PARENT, SUBSIDIARIES, PARTNERS, AGENTS, OFFICERS, DIRECTORS, ATTORNEYS, LLC MEMBERS, SHAREHOLDERS, OR EMPLOYEES BE LIABLE TO YOU OR ANY OTHER PERSON FOR LOST PROFITS OR GOODWILL OR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES ARISING OUT OF OR IN CONNECTION WITH OUR WEB SITE, OUR SERVICE, OR THIS AGREEMENT (HOWEVER ARISING, WHETHER SUCH LIABILITY IS ASSERTED ON THE BASIS OF CONTRACT OR TORT INCLUDING NEGLIGENCE, BREACH OF WARRANTIES, EITHER EXPRESS OR IMPLIED, ANY BREACH OF THIS AGREEMENT OR ITS INCORPORATED AGREEMENTS AND POLICIES). Some states do not allow the exclusion or limitation of incidental or consequential damages so the above limitation or exclusion may not apply to You. OUR LIABILITY, AND THE LIABILITY OF OUR PARENT, SUBSIDIARIES, PARTNERS, AGENTS, OFFICERS, DIRECTORS, ATTORNEYS, LLC MEMBERS, SHAREHOLDERS, OR EMPLOYEES TO YOU OR ANY THIRD PARTIES IN ANY CIRCUMSTANCE IS LIMITED TO THE ACTUAL AMOUNT OF DIRECT DAMAGES.

            14.9 No Warranty.  REWARDPOST, OUR PARENT, SUBSIDIARIES, PARTNERS, AGENTS, OFFICERS, DIRECTORS, ATTORNEYS, LLC MEMBERS, SHAREHOLDERS, AND EMPLOYEES PROVIDE OUR SERVICES "AS IS" AND WITHOUT ANY WARRANTY OR CONDITION, EXPRESS, IMPLIED OR STATUTORY. REWARDPOST, OUR PARENT, SUBSIDIARIES, PARTNERS, AGENTS, OFFICERS, DIRECTORS, ATTORNEYS, LLC MEMBERS, SHAREHOLDERS, AND EMPLOYEES SPECIFICALLY DISCLAIM ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. RewardPost does not have any control over the products or services that are paid for as a result of a Person using our Service and RewardPost cannot ensure that a Buyer or a Seller You are dealing with will actually complete the transaction. RewardPost does not guarantee continuous, uninterrupted or secure access to our Service, and operation of our site may be interfered with by numerous factors outside of our control. RewardPost will make reasonable efforts to ensure that requests for electronic debits and credits involving bank accounts, credit cards, and check issuances are processed in a timely manner, but RewardPost makes no representations or warranties regarding the amount of time needed to complete processing because our Service is dependent upon many factors outside of our control, such as delays in the banking system or the U.S. or international mail service. Some states do not allow the disclaimer of implied warranties, so the foregoing disclaimers may not apply to You. This paragraph gives You specific legal rights and You may also have other legal rights that vary from state to state.

            14.10  Indemnification. You agree to defend, indemnify and hold RewardPost, its parent, subsidiaries, partners, officers, directors, attorneys, LLC members, shareholders and employees, (collectively RewardPost) and any bank or financial institution which holds Your Pledged Funds in a Reserve Account and any other service providers and agents of RewardPost (collectively Service Providers) free and harmless from any loss, liability, damages or expenses, including reasonable attorney’s fees and court costs, resulting from any Third Party Claim, action, proceeding or demand related to Your (including Your agents, affiliates or anyone using Your Account, whether or not on Your behalf, and whether or not with Your permission), use of the RewardPost Services or Your breach of this Agreement or incorporated agreements and policies.  In addition, You agree to indemnify and hold RewardPost and its service providers and agents free and harmless from any loss, liability, damages or expenses, including reasonable attorney’s fees and court costs, arising out of any breach of any representation or warranty provided herein, any negligence or willful misconduct by You, or any allegation that Your Account infringes a third persons copyright, trade mark or other proprietary or intellectual property right or misappropriates a third person’s trade secrets.  If RewardPost is notified of a pending lawsuit, or receives notice of the filing of a lawsuit, RewardPost may seek a written confirmation from You concerning Your obligation to indemnify RewardPost.  Your failure to provide such a confirmation may be considered a breach of this Agreement.  You agree that RewardPost shall have the right to participate in the defense of any such Claim through counsel of its own choosing.  You agree to notify RewardPost of any such Claim promptly in writing and to allow RewardPost to control the proceedings.  You agree to cooperate fully with RewardPost during such proceedings.

            14.11 State Agencies. In addition to reporting complaints against RewardPost directly to RewardPost as described in Section 14.1 above, You may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them in writing at 400 R Street, Sacramento, California 95814, or by telephone at (800) 952-5210. Florida residents may contact the Florida Department of Financial Services in writing at 200 East Gaines Street, Tallahassee, Florida, 32399, or by telephone at 1-800-342-2762. If You are a California resident, You have a right to receive the same information in Section 14.1 by email. To make such a request, send a letter to RewardPost at the address listed in Section 1.8, include Your email address, and request the information provided in Section 14.1.

15.0     Claiming a Reward. 

            15.1 How to Claim a Reward.

                        15.1.1  Rewards Relating to Purchase or Sale of Items: To claim a Reward offered by a Buyer to a Seller of an item of property, You will deal directly with the Buyer pursuant to the Reward criteria set forth in the Ad.

                        15.1.2 Rewards Relating to Pledges for Missing Persons or Information About Persons, Places or Things:  To claim a Pledge Reward, You will be asked to provide certain information by filling out our Reward Form in our forms section.  You will need to specify why You should be entitled to receive the Reward and to which organization or organizations, if any, (Police Department, FBI, CIA, DEA, NSA, US Military, Foreign Military, Governor, State Representative, Mayor, Congress, Senate, Embassy, School Principal, President, etc.) You will be providing the information to, and the date, time, and method of delivery to verify that You have complied with the Reward criteria as set forth in the Reward Pledge Ad.  You will then be provided with a unique identifying number to submit with the documents You send to these persons or agencies.  We do not accept any documents of confidential information at RewardPost.  Please send the documents only to the duly recognized persons, agencies or organizations which can confirm Your entitlement to the Reward, and ask them to document the identifying number we provided to You.  If the terms of the reward distribution is deemed valid after verifying the information with the duly recognized persons, agencies or organizations referenced above, we will have the reference number to prove that You did provide the required information to establish entitlement to the Reward. 

            15.2 Verifications.  A valid Reward Claimant will receive all reward sums collected for that particular Reward (except all accrued interest, RewardPost chargeable Fees and Costs and except for a 1% Finders Fee, if applicable) for that account following verification of all sums properly paid in the form of Pledges to such reward offer.  Payment will be made in accordance with Section 15.3 below.  Because of the possibility of misuse and the costs associated with processing a claim, we charge a fully refundable $100.00 fee for submitting a Reward Claim Form.  If You are the valid Claimant for the Reward, You will receive a refund of the $100.00 fee on distribution of the entire Reward.  Upon filing Your Claim for the Reward, RewardPost will contact all persons, agencies or organizations You contacted and provided information to, so that RewardPost can verify that You are the Person who deserves the Reward.

            15.3  Distribution of Rewards.  If You are found to be the valid Reward Claimant to the Reward offer, following the application process above, the Reward money will be distributed to You in the fiscal quarter following the quarter in which it was determined that You were entitled to the Reward.

                        15.3.1 If the validity of your Reward Claim is dependent on obtaining information from a governmental agency or other organization such as a police department to ascertain whether someone was arrested or any other similar type of information which the government agency or other organization refuses to disclose, then the Reward will not be distributed to You and will instead be distributed to the Public Charity selected in accordance with the Ad placed pursuant to this Agreement.

            15.4  Disputes Related to Rewards.  If any dispute arises between You and another Claimant, or a Person claiming a Finder’s Fee for the Reward, or a determination that the Reward is not payable or any other dispute relating to a Reward, You must submit the dispute to Alternate Dispute Resolution as provided herein.

                        15.4.1  Mediation.  For any Dispute between You and another Claimant, or a Person claiming a Finder’s Fee, or any other dispute relating to a Reward, You must request relief by first mediating the Dispute as follows:

                        15.4.2  The Mediation shall be commenced by a party making a demand in writing for Mediation and sending the demand to the other party as provided in this Agreement.  The parties shall select a mutually agreed upon Mediator from JAMS or ADR or similar Los Angeles, California based judicial private mediation service, or any other Los Angeles, California based retired judge or Los Angeles, California based attorney agreed upon by the parties.  If the parties cannot agree on the selection of a Mediator within fifteen (15) days of receipt by all parties to the Mediation demand, each party shall select its own Mediator within ten (10) days thereafter, and the Mediator so selected by each party shall select a third neutral mediator to conduct the Mediation.  The Mediation shall take place at a mutually agreed upon location within the County of Los Angeles, State of California.  If the parties cannot agree on a mutual location, the Mediator selected by the parties shall select the location.  The Mediation may be conducted by telephonic conference between You, and the other party and the Mediator, if all parties agree in writing and as permitted by the Mediator.  Each party shall bear his or her own costs and attorney’s fees in connection with the Mediation, except the parties shall each pay one-half the fees as charged by the Mediator.  If there are more than two parties participating in the Mediation, the parties shall pay the Mediator’s Fees pro-rata as determined by the Mediator.

                        15.4.3 Binding Arbitration.  In the event the Dispute is not resolved by Mediation, for any Claim, controversy or breach relating to claiming a Reward or Finder’s Fee, the party requesting relief shall arbitrate the Dispute with the other party as follows:

                                    15.4.3.1 For any Dispute relating to distribution of a Reward between the parties claiming the Reward or a Finder’s Fee in connection therewith, or any other Dispute relating to a Reward, the Dispute shall be resolved by Binding Arbitration in accordance with the Arbitration rules prescribed by the California Code of Civil Procedure (CCP).  The Arbitration shall be commenced by a party making a demand in writing for Arbitration and sending the demand to the other party.  The parties hereto shall select a mutually agreed upon arbitrator from JAMS or ADR or similar Los Angeles, California based judicial private Arbitration service, or any other Los Angeles, California based retired Judge or Los Angeles, California based attorney agreed upon by the parties.  If the parties cannot agree on the selection of an arbitrator within thirty (30) days of receipt by all parties of the Arbitration demand, each party shall select its own arbitrator from a panel provided by ADR or JAMS or similar Los Angeles, California based judicial private Arbitration service within ten (10) days thereafter, and the arbitrators so selected by each party shall select a third neutral arbitrator from the panel provided by ADR or JAMS or similar judicial Arbitration service to conduct the Arbitration proceedings as a panel of three.  If any party does not comply with these provisions, the other party may petition the California Superior Court-County of Los Angeles, California, for appropriate relief.  Each party shall bear its own costs and attorneys fees in connection with any such Arbitration, except that each party shall pay one-half the fees charged by any arbitrator or arbitrators.  If there are more than two parties participating in the Arbitration, the parties shall pay the Arbitrator’s Fees pro-rata as determined by the Arbitrator.  The parties shall be entitled to conduct reasonable discovery pursuant to CCP and as authorized by the arbitrator.  The Arbitration shall be completed within a reasonable time, not to exceed eight months from the initial demand, unless otherwise agreed upon by the parties and approved by the arbitrator or arbitrators.  The Arbitration shall be conducted at a mutually convenient time and place within the County of Los Angeles as agreed upon by the parties and the arbitrator or arbitrators.  If the total amount in controversy is less than Five Thousand Dollars ($5,000.00), the Arbitration may be conducted by telephonic conference between the parties and the arbitrator or arbitrators as agreed upon by the parties and the arbitrator or arbitrators.

                                    15.4.3.2  WAIVER OF COURT OR JURY TRIAL.  BY ACCEPTING THE TERMS OF THIS AGREEMENT, YOU ACKNOWLEDGE AND AGREE THAT YOU ARE GIVING UP ANY RIGHTS YOU MIGHT POSSESS TO HAVE THE DISPUTE LITIGATED IN A COURT BY A JUDGE OR A JURY TRIAL.

15.5  Termination of Reward.  If You do not log in to Your Account for two (2) or more years or upon the termination of a RewardPost advertisement, or where no successful or valid reward was claimed, all sums on deposit (except accrued interest and other chargeable fees and costs) in the Reserve Account(s) held for the Reward Funds will be disbursed to the Public Charity You selected or as otherwise provided in Section 7.3 above.  The Funds will be disbursed in the fiscal quarter following the fiscal quarter in which all claims are determined invalid or the advertisement expires or legal action ceases.

            15.6  Finder’s Fee.  Any Person who refers a Reward Claimant to RewardPost for the purpose of claiming an award may be entitled to a Finder’s Fee.

                        15.6.1 Claiming a Finder’s Fee.  A Person claiming a Finder’s Fee must send an email to the Reward Claimant which notifies the Reward Claimant that a Finder’s Fee is being claimed for referring the Reward Claimant to RewardPost.  A copy of the email shall also be sent to RewardPost.  The Reward Claimant must then send an email to RewardPost to notify RewardPost that the Person claiming the Finder’s Fee was responsible for referring the Reward Claimant to RewardPost.

                        15.6.2  More than One Finder’s Fee Claimant.  If there is more than one Person who claims a Finder’s Fee for a particular referral, the Finder’s Fee, if payable, will be paid to the Person who was the first to refer the Reward Claimant to RewardPost.  Any dispute concerning the payment of a Finders Fee shall be resolved by the Alternate Dispute Resolution Procedures set forth in Section 15.4 above.

                        15.6.3 Finder’s Fee Disputes.  If there is any dispute between either the Reward Claimant and one or more Persons claiming a Finder’s Fee, the dispute shall be resolved in accordance with the provisions of Section 15.4 above.

                        15.6.4 Amount of Finder’s Fee.  The Finder’s Fee payable pursuant to Section 15.0 is the sum of one percent (1%) of the accrued Reward Pledge payable to a Reward Claimant.  The Finder’s Fee shall be payable at the time the Reward is paid and this sum shall be deducted form the Reward Payment.  In no event shall the Finder’s Fee exceed one percent (1%) of the accrued Pledge even if more than one (1) person claims the Fee.

16.0     Reserve Account.

            RewardPost shall maintain one or more Reserve Accounts in a bank or financial institution for the purpose of holding Pledged Funds until such time as the Funds are either disbursed to a Reward Claimant or otherwise paid out in accordance with Sections 7.0 or 15.0 herein.

17.0     Definitions.

            17.1     Terms: The following terms shall have the following meanings for purposes of this Agreement:

                        17.1.1  “You”.  The term “You” or “Your” shall mean a Person who utilizes the RewardPost Services and has signed our User Agreement.

                        17.1.2  “User”.  The term “User” shall mean any Person who utilizes any of the Services provided by RewardPost.

                        17.1.3  “RewardPost”.  The term “RewardPost” shall mean Global Rewards Enterprises, Inc., a California Corporation doing business as RewardPost, RewardPost.com, including, but not by way of limitation, any of its trade names, trademarks, service marks, copyrights, trade dress, logos, and any of its affiliated, subsidiary or parent companies.

                        17.1.4  “Pledge”.  The term “Pledge” shall mean a deposit of money by a User to a Reserve Account for the purpose of paying a reward to a Third Party for finding the object, property, person, information, or thing which is advertised by the User.

                        17.1.5  “Service”.  The term “Service” shall mean any and all Services provided by RewardPost to its customers.

                        15.1.6  “Third Party”.  The term Third Party” shall mean a User other than You, and it also means any Person who engages in any transactions with RewardPost or its Users.

                        17.1.7  “Person”.  The term “person” as used in this Agreement shall mean any person, firm or corporation including natural persons, individuals, partnerships, associations, corporations, limited liability companies, trusts or any other type of business entity.

                        17.1.8  “Public Charity”.  The term “Public Charity” shall mean an organization set up pursuant to Section 501(c)(3) of the Internal Revenue Code of the United States of America, and which organization has been recognized as a Public Charity, as a church, school, hospital, or organization operated exclusively for the testing of public safety, an organization operated for the benefit of a college or university, an organization that receives a substantial part of its financial support from publicly supported organizations, from governmental units, or the general public, or as otherwise provided in Sections 509(a)(1) et seq., 170(b)(1)(a) et seq., 509(a)(2), 509(a)(3), 509(a)(4) or any similar or related sections of the Internal Revenue Code as amended from time to time and which organization has received exempt status from the Internal Revenue Service of the United States of America.

17.1.9     “Taxes”.  The term “taxes” shall mean an assessment by a governmental agency such as the Internal Revenue Service or state or local authorities requiring a person to pay a percentage of income, property value, etc. levied on income, property value, sales price, purchases for the support of a government or as otherwise defined the Internal Revenue Code of the United States or the tax code of any State or other jurisdiction.

17.1.10   “JAMS”.  The term “JAMS” means the JAMS Resolution Center at 707 Wilshire Boulevard, 46th Floor, Los Angeles, California 90017, Telephone (213) 620-1133.

17.1.11   “ADR”.  The term “ADR” means ADR Services, Inc., located at 1900 Avenue of the Stars, Suite 250, Los Angeles, California 90067, Telephone (310) 201-0010.

17.1.12   “Gender and Number”.  For the purposes of this Agreement, the masculine, feminine and neuter gender, and the singular and/or plural shall include the other whenever the context so indicates or requires.

17.1.13   “Relate To”.  As used herein, the term “relate to” or “relating to” shall mean referring to, commenting on, regarding, discussing, describing, mentioning, reflecting, constituting, contradicting, pertaining or concerning.

17.1.14   “Acceptable Use Policy”.  As used herein, the term “acceptable use policy” means the uses permitted by this Agreement without violation of the provisions contained in Section 9.0 et seq. and 10.4 et seq.

17.1.15   “USD”.  As used herein, the term “USD” means United States Dollars or United States Currency.

17.1.16   “Seller”.  As used herein, the term “Seller” means a Third Party who is willing to sell to You an item You want to receive such as information, property, or as otherwise requested by Your Ad.

17.1.17   “Ad”.  As used herein, the term “Ad” means an advertisement placed by You on our website to locate any item You want someone to find for You, be it a missing person, car part, or information about people, places, or things.

17.1.18   “Buyer”.  As used herein, the term “Buyer” means a User who purchases an item from a Seller.

17.1.19   “Item”.  As used herein, the term “Item” means personal or real property or information about people, places or things which You want others to find for You.

17.1.20   “Fees”.  As used herein, the term “Fees” means any money You pay to RewardPost for utilization of its Services.

17.1.21   “Pledged Funds”.  As used herein, the term “Pledged Funds” or “Pledge” means money You deposit into the RewardPost Reserve Account as an offer to a Third Party to find the item You are searching for.

17.1.22   “Finder’s Fee”.  Finder’s Fee means a payment to be deducted from a reward and made payable to the Person who establishes that he or she referred the Reward Claimant to RewardPost.

17.1.23   “Dispute”.  As used herein, the term “Dispute” means any disagreement between a User and a Seller or a User and RewardPost or a User and any Person or Third Party or Finder relating to this Agreement and includes without limitation, a quarrel, doubt, opposition, contest, and argument.

17.1.24  “Reward Claimant”.  As used herein, the term “Reward Claimant” means a person who claims entitlement to a Reward.

17.1.25   “Finders Fee Claimant”.  The term “Finders Fee Claimant” shall mean a person who refers a Reward Claimant to Reward Post for the purpose of claiming an award.

17.1.26   “Valid Claimant”.  The term “Valid Claimant” shall mean a person who is determined by RewardPost, in its discretion, to be the person entitled to receive the Reward offered by a Pledge Ad.

17.1.27   “Costs”.  The term “Costs” shall mean and include, but not be limited to, any and all court costs incurred by RewardPost in defending itself in litigation or prosecuting a civil case, and expert witness fees, investigation expenses, travel and per diem expenses, including but not limited to, meals and lodging.

            17.2     Term Not Defined: The fact that a word, phrase, term, or expression is not specifically defined herein, shall not affect the meaning of such word, phrase, term or expression, which shall have the meaning used in standard business language as used in the U.S.A.

18.0     Miscellaneous Provisions: 

            18.1     Jurisdiction and Venue: This Agreement was made and entered into, and is to be performed in, the County of Los Angeles, State of California.  This Agreement shall be construed and interpreted in accordance with, and governed by the laws of the State of California, and venue for any Dispute, Claim, controversy or breach which may be brought before any court of competent jurisdiction, shall be in the Superior Court of the County of Los Angeles, State of California, Central District; provided, however, that RewardPost, in its sole discretion, may adjudicate Disputes concerning the use of any domain name registered to RewardPost or Disputes concerning its intellectual property rights such as trade secret, confidentiality, trade name, trademark, copyright, or service mark infringement in the U.S. District Court for the Central District of California located in Los Angeles, California.  You, therefore, agree to submit to jurisdiction and venue in said U.S. District Court under those circumstances. Each party herein agrees to accept service of process relating to any litigation filed in the State of California by Certified Mail, Return Receipt or overnight delivery service such as FedEx, as well as personal service.                  

            18.2     English Language:  This Agreement and all subsequent written documents relating, pertaining, or referring to this Agreement shall be written in the English language of the United States of America (“U.S.A.”) as that language is generally used for business purposes in the U.S.A. Any and all interpretations of this Agreement shall be in said  English language only.

            18.3     Notices: Except as provided in Sections 1.7 and 1.8, all notices, requests, demands and other communications under this Agreement shall be in writing and shall be deemed to have been duly given on the date of service if served personally on the party to whom notice is to be given or within seventy-two (72) hours after mailing, if mailed to the party to whom notice is to be given, by first class mail, registered or certified, postage prepaid and properly addressed to the party at its address set forth in this Agreement or any other address that any party may designate by written notice to the other.  Such notice may also be given by facsimile transmission if a facsimile number is provided by a party to this Agreement, or later provided by written notice to the other party.  Such notice by facsimile shall be deemed duly received when transmitted by the sending party and the sending party has received confirmation of such facsimile transmission.  Such notice may also be given by overnight delivery service such as Federal Express, and in such event such notice shall be deemed received on the next business day after it is sent.

            18.4     Amendments: Except as provided in Section 1.1, the provisions of this Agreement may be waived, altered, amended or repealed, in whole or in part, only on the written consent of both parties to this Agreement.

            18.5     Binding Agreement: Except as provided in Section 1.7, this Agreement shall be binding on and shall inure to the benefit of the parties to it and their respective legal representatives, successors and assigns.

            18.6     Invalidity: It is intended that each paragraph of this Agreement shall be viewed as separate and divisible, and in the event that any Section, provision or paragraph shall be held by a court of competent jurisdiction to be invalid, void or unenforceable, the remaining Sections, provisions or paragraphs shall continue to be in full force and effect.

            18.7     Entire Agreement: No person, whether or not an officer, agent, employee or representative of either party to this Agreement has made, or has any authority to make, for or on behalf of said parties, any representations or promises not expressly contained herein.  This Agreement, as well as any additional RewardPost agreements and policies, together with all revisions and modifications thereto, contains the entire understanding of the parties and there is no covenant, warranty, representation, promise or understanding of any nature whatsoever, express or implied, by or between the parties in connection with or in any way related to this Agreement and/or in any manner herein mentioned or herein referred to except as expressly set forth herein.

            18.8     Captions:   Captions of the paragraphs of this Agreement are for convenience of reference only, and the words contained therein shall in no way be held to explain, modify, amplify or aid in the interpretation, construction or meaning of the provisions of this Agreement.

            18.9     Recitals: The recitals of this Agreement are hereby incorporated herein by reference and made a part hereof.

            18.10   Force Majeure: RewardPost will make every effort to keep its website and Services operational, however, certain technical difficulties and other factors beyond its control may, from time to time, result in temporary service interruptions.  If the Services provided by RewardPost are interrupted or delayed by any occurrence and on occasion by the conduct by RewardPost, whether that occurrence is an act of God or public enemy or whether that occurrence is caused by war, riot, storm, earthquake, or other natural forces, or by the acts of anyone not a party to this Agreement including, but not limited to, unforeseen events, such as equipment failure, electrical failure, strikes, lockouts, terrorist activities, computer hackers, viruses, or any other similar cause, then RewardPost shall be excused from any further performance for whatever period of time after the occurrence is reasonably necessary to redeem the effects of that occurrence, including, but not limited to, the Services provided for in this Agreement.  You therefore agree, in addition to the liability limitations set forth in Sections 14.8 and 14.9 above, not to hold RewardPost liable for any of the consequences of such interruptions.

Schedule A: The fees and or costs listed are for all types of services provided by RewardPost.com and not all fees apply to all users. For actual fees for specific specifics service please contact customerservice@rewardpost.com. The processing fees include the service charges we pay to process your credit card. Since every credit card company charges different fees from approximately 2.5 to 5.5 percent our fee includes an average of those fees that we expect to pay to process your credit card. If you have any questions as to the exact fees we paid your credit card company please contact your credit card company to confirm the fees we paid.
Pledge Processing Fee = Original Amount *.06 plus the original amount *.09
Distribution Fee = Total sum on deposit in Reserve account for a specific reward *.03
Accounting Fee = Total sum on deposit in Reserve account for a specific reward *.01
Processing Fee = $50 USD cashier’s check and special delivery (waived for direct pick up at our offices)
Reward Claim Fee = $100 USD (refundable if valid claim) (returned in total payment to claimant)
Credit Card Cancelation Fee = $3.00 USD
Collection Fee = $45.00 USD or 10% of total whichever is greater
Returned Personal Check Fee = $25.00 USD
Returned Business/Corporate Check Fee = three times face value of check
Basic reward advertisement = no charge

11/01/2007