PING MOBILE SUBSCRIBER TERMS OF USE AGREEMENT

Last Modified: February 2012

 MOBILE TERMS OF SERVICE

A. How to Opt-in:  To opt-in or subscribe to our service, you can register from our website, or text the vendor code to 74642, and we’ll guide you through the process from your mobile phone.   

WELCOME TO PingRewards! PingRewards IS A PORTAL ("PORTAL") AND SERVICE PROVIDED BY PING MOBILE LLC ("PING MOBILE") WHERE SUBSCRIBERS, LIKE YOURSELF, CAN RECEIVE COUPONS AND OTHER PROMOTIONAL MATERIALS THAT ARE SENT TO THEIR MOBILE DEVICES FROM PARTICIPATING ADVERTISERS (THE "SERVICE"). THE PROVISIONS SET FORTH IN THESE PingRewards™ TERMS OF USE (THE "AGREEMENT") SHALL GOVERN YOUR USE OF THE PORTAL AND THE SERVICE. THIS AGREEMENT REPRESENTS A CONTRACT BETWEEN YOU AND PING MOBILE, AND GOVERNS YOUR USE OF THE PORTAL AS WELL AS THE SERVICE. YOU'RE USE OF THE PORTAL AND THE SERVICE IS CONDITIONED ON YOUR ACCEPTANCE WITHOUT MODIFICATION OF THE TERMS, CONDITIONS AND NOTICES CONTAINED IN THIS AGREEMENT AND THE PING MOBILE PRIVACY POLICY LOCATED AT about_us_pingprivacy.html (THE "PRIVACY POLICY").

IF YOU DO NOT AGREE TO BE BOUND BY (OR CANNOT COMPLY WITH) ANY OF THE TERMS AND CONDITIONS OF THIS AGREEMENT, DO NOT USE OR ATTEMPT TO USE THE PORTAL OR ANY ASPECT OF THE SERVICE IN ANY MANNER.

II. NOTICE

1.1 PING MOBILE expressly reserves the right to amend, supplement or modify this Agreement at any time without notice. The amended Agreement will be posted and made available at www.pingrewards.com/privacy, and you are responsible for regularly reviewing this Agreement for changes and amendments.

1.2 If you do not agree to be bound by (or cannot comply with) the Agreement as amended, your only remedy is to discontinue your use of the Portal and/or the Service. You will be deemed to have accepted the Agreement, as amended, if you continue to use the Portal and Service after such amendment is effective.

III. GRANT OF LICENSE

2.1 As long as you comply with the terms and conditions of this Agreement, Ping Mobile grants to you a non-exclusive, non-transferable limited right and license to use the Service on a single mobile device for your own non-commercial use. You may not reproduce, copy or distribute by any means, method or process whatsoever, any of the tools, features and technology which make up the Service (the "Service Elements") licensed under this Agreement, including, without limitation, transferring or downloading the Service Elements to a computer hard driver, or otherwise copying any or all of the Service Elements onto any other storage medium.

2.2 Your use of the Service and the Service Elements constitutes your acknowledgement that the foregoing and all derivations and copies thereof are the sole and exclusive property of Ping Mobile and its licensors which is protected by all applicable local, state, federal and international intellectual property and other laws and treaties. The structure, organization and underlying code of the Service and the Service Elements are the valuable trade secrets and confidential information of Ping Mobile.

2.3 Unless expressly permitted in this Agreement you may not:

(i) distribute, redistribute, sell, rent, lease, sublicense, assign or otherwise transfer any of your rights to the Service,
(ii) translate, disassemble, decompile, reverse engineer, or otherwise attempt to obtain the Service Elements source code,
(iii) alter, merge or modify the Service, or create any derivative works of the Service,
(iv) remove or alter any intellectual property or other legal notices or symbols contained on the Portal or as part of the Service,
(v) make or distribute any copy of the Service Elements, or transfer the Service Elements (electronically or otherwise), from one computer / device to another or from one system to another (over a network or otherwise), or,
(vi) export the Service Elements (directly or indirectly) in violation of the United States Export Administration Act and any regulations there under.

2.4 You understand that the Service and software embodied therein may include security components that permit digital materials to be protected, and use of these materials is subject to usage rules set by Ping Mobile and/or content providers who provide content to the Service. You may not attempt to override or circumvent any of the usage rules embedded into the Service. Any unauthorized reproduction, publication, further distribution or public exhibition of the materials provided on the Service, in whole or in part, is strictly prohibited.

IV. ACCOUNT REGISTRATION

3.1 To establish an account on the Portal in order to use the Service, you must go to the Portal and click on Join Now. You will be prompted to provide certain information (e.g., name, mobile phone number and other contact information) to Ping Mobile (collectively, the "Registration Data"). You agree to provide Ping Mobile current, complete and accurate Registration Data at the time you register, and that you will update your Registration Data as necessary to keep it current, complete and accurate in the "My Account" section of the site.

3.2 Ping Mobile will use your Registration Data in accordance with this Agreement and Ping Mobile's privacy policy which can be accessed at www.pingrewards.com/privacy. You agree, however, that no one besides yourself shall be permitted to use or attempt to use your account and password. In addition, You agree to
(i) immediately notify Ping Mobile of any unauthorized use of your password or account or any other breach of security,
(ii) ensure that you exit from your account at the end of each session, and
(iii) defend, indemnify and hold harmless Ping Mobile and its affiliates, officers, directors, employees, agents third-party content providers and licensors from any loss or damage arising from the use of your account and/or password. Ping Mobile cannot and will not be liable for any loss or damage arising from your failure to comply with this Section III.

3.3 If you provide Registration Data that is untrue, inaccurate, not current or incomplete, or Ping Mobile has reasonable grounds to suspect that your Registration Data is untrue, inaccurate, not current or incomplete, Ping Mobile has the right to suspend or terminate your account at any time without notice, and disallow you from any future use of the Service, in whole or part.

3.4 You acknowledge, consent and agree that Ping Mobile may access, preserve, and disclose your Registration Data if required to do so by law or in a good faith belief that such access preservation or disclosure is reasonably necessary to:
(i) comply with legal process,
(ii) enforce this Agreement,
(iii) respond to claims that your conduct violates the provisions of this Agreement and/or the rights of third-parties,
(iv) respond to your requests for customer service, or
(v) protect the rights, property, or personal safety of Ping Mobile, its users and the public.

V. CONTENT (3^RD  PARTY AND PING MOBILE)

4.1 Ping Mobile provides its users with access to a rich collection of mobile promotional materials from exciting Advertisers in many different industries. You acknowledge, however, that Ping Mobile is merely a distributor (and not a publisher) of content supplied by third party Advertisers. Accordingly, Ping Mobile has no more editorial control over such content than does a library or bookstore. Any information or content distributed or made available via the Service which is supplied by third parties are those of the respective submitters, and not of Ping Mobile. Moreover, content and promotional materials delivered via the Service may be objectionable, inappropriate or offensive to some users. As a result of the foregoing, Ping Mobile cannot and does not guarantee the accuracy, completeness, usefulness or appropriateness of such content, nor its merchantability or fitness for a particular purpose.

4.2 The Portal and/or Service may let you connect with third-party Web sites and Web services, which Ping Mobile refers to herein as "links" and "tabs." Ping Mobile provides these links and tabs as a convenience to you, but it does not control third-party links and tabs and is not responsible for them. You are solely responsible for your dealings with any third party related to the Service, including the delivery of and payment for goods and services.

4.3 You agree that the Service may include certain mandatory communications from Ping Mobile, such as service announcements and administrative messages, and that these communications are considered part of the Service, You may not opt out of receiving them.

4.4 Your use and enjoyment of any coupon, promotional material or game that is delivered via the Service, including, without limitation, payment and delivery of goods or services, is strictly between the Advertiser and you. You agree and acknowledge that Ping Mobile shall not be responsible, whatsoever, to honor any coupon or oversee the delivery any product or services except as expressly and specifically stated herein, nor shall Ping Mobile be liable to you for any loss or damage of any sort incurred as a result of your use of any coupon, promotional material or game delivered via the Service.

4.5 You understand and agree that the Service is provided "AS-IS" and that Ping Mobile assumes no responsibility for the timeliness, deletion, mis-delivery or failure to deliver or store any of the content that is available on the Service. Unless explicitly stated otherwise, any new features that augment or enhance the current Service, shall be deemed incorporated into the Service and subject to this Agreement.

VI. THIRD PARTY FEES

5.1 You are responsible for obtaining access to the Service, and that access may involve third-party fees (such as Internet service provider, mobile carrier, text messaging or air time charges). You are solely responsible for those fees, including any and all fees associated with the delivery of the promotional materials. In addition, you must provide and are responsible for all equipment necessary to access the Service. Please consult your mobile service provider's pricing plan prior to using the Service to determine the charges for sending and receiving text messages from/to your mobile device.

VII. DISPUTE RESOLUTION

6.1 You understand that Ping Mobile has no obligation to resolve or mediate any dispute(s) by and between two or more users of the Service and/or between you and a Advertiser on the Service.

6.2 If you have a dispute with one or more Advertisers on the Service, you release Ping Mobile (and its officers, directors, agents, subsidiaries, joint ventures and employees) from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes. If you are a California resident, you waive 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 favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor."

VIII. UNLAWFUL CONDUCT

7.1 You agree to use the Portal and the Service for lawful purposes only and in strict compliance with the terms and conditions of this Agreement. No one under the age of eighteen (18) is permitted to register and/or utilize the Service under any circumstances.

7.2 You agree that you will not use the Portal and/or the Service in any manner that:
(i) violates or misappropriates or could result in a violation or misappropriation of Ping Mobile's intellectual property rights, including, without limitation, copyright, trademark, trade secret and patent rights;
(ii) is abusive or harassing to Ping Mobile, its Advertiser customers or any other user;
(iii) compromises or could comprise the stability, integrity or availability of the Portal and/or the Service;
(iv) circumvents or could circumvent any security measures employed by Ping Mobile on the Service, or utilize the Service in any manner after your account has been terminated by Ping Mobile for any reason;
(v) harms minors in any way;
(vi) interferes with any other party's use and enjoyment of the Portal or the Service; or
(vii) damages, disables, overburdens or impairs any of Ping Mobile's services or interferes with any other party's use and enjoyment of any Ping Mobile product or service.

7.3 You may not use the Portal or the Service in any manner for purposes of planning, generation, processing or dissemination of:
(i) SPAM (unsolicited emails);
(ii) any other unlawful, offensive, obscene, vulgar, harassing, threatening, libelous, defamatory or otherwise objectionable content;
(iii) emails, files or materials that contain any software viruses, bugs, worms or other computer programs or code designed to alter, interrupt, limit or destroy access or functionality of any computer, hardware, software, sever, network equipment or devices; or
(iv) the personal information of any user of the Service or any other web site.

7.4 You acknowledge that some content, materials, services, links and products on the Service may not be appropriate or available for use in all jurisdictions. Accessing any of the foregoing from any such jurisdiction is done at your own initiative and risk, and Ping Mobile is not responsible for your or its compliance with any other local applicable laws. You hereby agree that you will not access any such materials where prohibited by law.

IX. INTELLECTUAL PROPERTY

8.1 The Service, including without limitation, the Service Elements, are the property of Ping Mobile and are protected by copyrights, moral rights, trademark, service marks, patents, trade secrets and other proprietary rights and laws in the United States and abroad. Your rights with respect to your use of the same are governed by all the terms and conditions of this Agreement, all applicable laws, including but not limited to intellectual property laws, and any applicable end-user license agreements. For the avoidance of doubt, your use of the Service is solely and exclusively under the limited license granted herein and you will not obtain any ownership interest therein through this Agreement or otherwise.

8.2 All trademarks, service marks, trade names, domain names, slogans, logos, and other indicia of origin that appear on or in connection with the Service are either the property of Ping Mobile and/or its affiliates, licensors and/or licensees.

8.3 Under no circumstances shall you assert or contest any ownership rights in and to the Service, the Portal and/or Ping Mobile's intellectual property in any action or proceeding of whatever kind or nature, nor shall you take any action that may prejudice, render generic, weaken or diminish the good will associated with Ping Mobile's intellectual property rights. Ping Mobile retains the right to rescind and terminate the limited license granted hereunder at any point, for any reason. Upon termination of this Agreement, the license shall also terminate and all rights shall revert to Ping Mobile without the taking of action on the part of either party.

8.4 All rights not expressly granted herein by Ping Mobile to Advertiser are fully reserved by Ping Mobile, its advertisers and licensors.

X. NO WARRANTIES; LIMITATION OF LIABILITY

9.1 PING MOBILE PROVIDES THE SERVICE "AS IS," "WITH ALL FAULTS" AND "AS AVAILABLE," AND THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY, AND EFFORT IS WITH YOU. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, PING MOBILE, ITS AFFILIATES, CLIENTS, RESELLERS, DISTRIBUTORS, SERVICE PROVIDERS AND/OR SUPPLIERS (EACH, A "PING MOBILE PARTY" AND COLLECTIVELY, THE "PING MOBILE PARTIES") MAKE NO REPRESENTATIONS, WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED. THE PING MOBILE PARTIES DISCLAIM ANY AND ALL WARRANTIES OR CONDITIONS, EXPRESS, STATUTORY AND IMPLIED, INCLUDING WITHOUT LIMITATION:
(i) WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, WORKMANLIKE EFFORT, ACCURACY, TITLE, QUIET ENJOYMENT, NO ENCUMBRANCES, NO LIENS AND NON-INFRINGEMENT,
(ii) WARRANTIES OR CONDITIONS ARISING THROUGH COURSE OF DEALING OR USAGE OF TRADE, AND
(iii) WARRANTIES OR CONDITIONS THAT ACCESS TO OR USE OF THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE. THERE ARE NO WARRANTIES THAT EXTEND BEYOND THE FACE OF THIS AGREEMENT.

9.2 IN NO EVENT WILL ANY PING MOBILE PARTY BE LIABLE FOR ANY DAMAGES, INCLUDING WITHOUT LIMITATION ANY INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES ARISING OUT OF, BASED ON, OR RESULTING FROM THIS AGREEMENT OR YOUR USE OF THE SERVICE, EVEN IF SUCH PING MOBILE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE EXCLUSION OF DAMAGES UNDER SECTION 9 IS INDEPENDENT OF YOUR EXCLUSIVE REMEDY AND SURVIVES IN THE EVENT SUCH REMEDY FAILS OF ITS ESSENTIAL PURPOSE OR IS OTHERWISE DEEMED UNENFORCEABLE. THESE LIMITATIONS AND EXCLUSIONS APPLY WITHOUT REGARD TO WHETHER THE DAMAGES ARISE FROM
(i) BREACH OF CONTRACT,
(ii) BREACH OF WARRANTY,
(iii) NEGLIGENCE, OR
(iv) ANY OTHER CAUSE OF ACTION, TO THE EXTENT SUCH EXCLUSION AND LIMITATIONS ARE NOT PROHIBITED BY APPLICABLE LAW. IF YOU ARE DISSATISFIED WITH THE SERVICE, YOU DO NOT AGREE WITH ANY PART OF THIS AGREEMENT, OR YOU HAVE ANY OTHER DISPUTE OR CLAIM WITH OR AGAINST ANY PING MOBILE PARTY WITH RESPECT TO THIS AGREEMENT OR THE SERVICE, THEN YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE SERVICE.

9.3 FOR ANY CAUSE, PING MOBILE'S TOTAL COLLECTIVE LIABILITY FOR ANY AND ALL ACTUAL DAMGES SHALL BE LIMITED TO THE GREATER OF $1.00 OR THE SUM OF THE FEES YOU PAID FOR THIS LICENSE (IF ANY). SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL, CONSEQUENTIAL OR SPECIAL DAMAGES. ACCORDINGLY THIS EXCLUSION AND LIMITATION MAY NOT BE APPLICABLE. ADDITIONALLY, PING MOBILE SHALL NOT BE LIABLE FOR ANY CLAIMS OR DAMAGES ARISING OUT OF:
(i) CONTENT PROVIDED BY ANY THIRD PARTY THAT IS ACCESSED THROUGH THE SOFTWARE AND/OR ANY MATERIAL LINKED THROUGH SUCH CONTENT, OR
(ii) THE USE OF PLUG-INS, COMPONENTS OR SKINS DEVELOPED BY THIRD PARTIES AND MADE AVAILABLE BY PING MOBILE FOR USE WITH THE SERVICE.

9.4 The disclaimer of warranty, exclusive remedies and limited liability as set forth in this Section IX are fundamental and essential to the bargain contemplated by this Agreement. Without such limitations, Ping Mobile would be unable (economically) to provide the Service.

XI. INDEMNITY

You agree to indemnify and hold Ping Mobile, and its officers, directors, employees, sub-contractors, subsidiaries, affiliates, agents, co-branders or other partners and representatives, harmless from any claim or demand, including reasonable attorneys' fees and costs, made by any third party due to or arising out of your use of the Service, your connection to the Service, your violation of this Agreement, and/or your violation of any rights of another.

XII. TERMINATION

Ping Mobile reserves the right to terminate this Agreement and your use of the Portal and Service at any time and for any reason or no reason at all. You may terminate this Agreement at any time simply by ceasing to use the Portal or the Service. The provisions contained herein shall survive termination of this Agreement. Upon Service termination, you're right to use the Service stops right away. ONCE THE SERVICE IS CANCELLED OR SUSPENDED, ANY DATA YOU HAVE STORED ON THE PORTAL AND/OR THE SERVICE MAY NOT BE RETRIEVED LATER.

XIII. EXPORT CONTROL LAWS.

The export and re-export of the Service and other materials may be subject to the export laws and regulations of the United States, as they may be amended from time to time. Accordingly, you certify that you are aware of and will comply with all applicable export rules and regulations, including the responsibility to obtain a license for the export or re-export of the Service and other materials to any destination requiring such a license. In addition, the Service may not be exported or re-exported to any country to which the United States prohibits the export of goods, technology, or services or to nationals of those countries, wherever located. Moreover, the Service may not be distributed to persons on the Table of Denial Orders, the Entity List, or the List of Specially Designated Nationals maintained by the U.S. government. By using the Service, you are certifying that you are not a national of such a country or of any other country to which the United States embargoes goods, services, or technology and that you are not a person on the Table of Denial Orders, the Entity List, or the List of Specially Designated Nationals.

XIV. VIOLATIONS

Should you violate this Agreement or any other rights of Ping Mobile, Ping Mobile reserves the right to pursue any and all legal and equitable remedies against you, including, without limitation, terminating any and all Service subscriptions.