Welcome to CimpleBox Inc. ("CimpleBox").

Your use of CimpleBox's products, software, services and web sites (referred to collectively as the “Services” in this document and excluding any services provided to you by CimpleBox under a separate written agreement) is subject to the terms of a legal agreement between you and CimpleBox.

1. ACCEPTANCE OF TERMS

   CimpleBox provides its service to you subject to the following Terms of Service ("Terms"), which may be updated by us from time to time without notice to you. You can review the most current version of the Terms at any time at: http://store.cimplebox.com/help/termsofservice.aspx. In addition, when using particular CimpleBox owned or operated services, you and CimpleBox shall be subject to any posted guidelines or rules applicable to such services, which may be posted from time to time. All such guidelines or rules are hereby incorporated by reference into the Terms. CimpleBox may also offer other services that are governed by different Terms of Service.

   In order to use the Services, you must first agree to the Terms. You may not use the Services if you do not accept the Terms. You can accept the Terms by:

   1. clicking to accept or agree to the Terms, where this option is made available to you by CimpleBox in the user interface for any Service; or
   2. by actually using the Services. In this case, you understand and agree that CimpleBox will treat your use of the Services as acceptance of the Terms from that point onwards.

2. DESCRIPTION OF SERVICE

   CimpleBox provides users with access to a rich collection of resources, data, and calculations, including collected store data and numbers, various communications tools, forums, personalized content and branded programming through its network of properties which may be accessed through any various medium or device now known or hereafter developed (the "Service"). You also understand and agree that the Service may include certain communications from CimpleBox, such as service announcements, including feature change annoucements, administrative messages and the CimpleBox Newsletter, and that these communications are considered part of CimpleBox membership and you will not be able to opt out of receiving them. Unless explicitly stated otherwise, any new features that augment or enhance the current Service, including the release of new CimpleBox properties, shall be subject to the Terms. You understand and agree that the Service is provided "AS-IS" and that CimpleBox assumes no responsibility for the timeliness, deletion, mis-delivery, accuracy or failure to store any user communications, store settings or personalization settings. You are responsible for obtaining access to the Service, and that access may involve third-party fees (such as Internet service provider or airtime charges). In addition, you must provide and are responsible for all equipment necessary to access the Service.

3. YOUR REGISTRATION OBLIGATIONS

   In consideration of your use of the Service, you represent that you are of legal age to form a binding contract and are not a person barred from receiving services under the laws of the United States or other applicable jurisdiction. You also agree to: (a) provide true, accurate, current and complete information about yourself as prompted by the Service's registration form (the "Registration Data") and (b) maintain and promptly update the Registration Data to keep it true, accurate, current and complete. If you provide any information that is untrue, inaccurate, not current or incomplete, or CimpleBox has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, CimpleBox has the right to suspend or terminate your account and refuse any and all current or future use of the Service (or any portion thereof).

4. PRIVACY POLICY

   Registration Data and certain other information about you is subject to our Privacy Policy. For more information, see our full privacy policy at http://store.cimplebox.com/help/privacypolicy.aspx. You understand that through your use of the Service you consent to the collection and use (as set forth in the Privacy Policy) of this information, including the transfer of this information to the United States and/or other countries for storage, processing and use by CimpleBox and its affiliates.

5. ACCOUNT, PASSWORD AND SECURITY

   You will receive a password and account designation upon completing the Service's registration process. You are responsible for maintaining the confidentiality of the password and account and are fully responsible for all activities that occur under your password or account. You agree to (a) immediately notify CimpleBox of any unauthorized use of your password or account or any other breach of security, and (b) ensure that you exit from your account at the end of each session. CimpleBox cannot and will not be liable for any loss or damage arising from your failure to comply with this section.

   You understand that the Service and software embodied within the Service may include security components that permit digital materials to be protected, and that use of these materials is subject to usage rules set by CimpleBox 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.

6. USE OF SERVICE

   In order to access certain Services, you may be required to provide information about yourself and your business/store (such as identification or contact details) as part of the registration process for the Service, or as part of your continued use of the Services. You agree that any registration information you give to CimpleBox will always be accurate, correct and up to date.

   You agree to use the Services only for purposes that are permitted by (a) the Terms and (b) any applicable law, regulation or generally accepted practices or guidelines in the relevant jurisdictions (including any laws regarding the export of data or software to and from the United States or other relevant countries).

   You agree not to access (or attempt to access) any of the Services by any means other than through the interface that is provided by CimpleBox, unless you have been specifically allowed to do so in a separate agreement with CimpleBox. You specifically agree not to access (or attempt to access) any of the Services through any automated means (including use of scripts or web crawlers).

   You agree that you will not engage in any activity that interferes with or disrupts the Services (or the servers and networks which are connected to the Services).

   Unless you have been specifically permitted to do so in a separate agreement with CimpleBox, you agree that you will not reproduce, duplicate, copy, sell, trade or resell the Services for any purpose.

   You agree that you are solely responsible for (and that CimpleBox has no responsibility to you or to any third party for) any breach of your obligations under the Terms and for the consequences (including any loss or damage which CimpleBox may suffer) of any such breach.

7. CONTENT IN SERVICE

   You understand that all information, data, text, software, sound, photographs, graphics, video, messages, tags, or other materials ("Content"), whether publicly posted or privately transmitted, are the sole responsibility of the person from whom such Content originated. This means that you, and not CimpleBox, are entirely responsible for all Content that you upload, post, email, transmit or otherwise make available via the Service. CimpleBox does not control the Content posted via the Service and, as such, does not guarantee the accuracy, integrity or quality of such Content. You understand that by using the Service, you may be exposed to Content that is offensive, indecent or objectionable. Under no circumstances will CimpleBox be liable in any way for any Content, including, but not limited to, any errors or omissions in any Content, or any loss or damage of any kind incurred as a result of the use of any Content posted, emailed, transmitted or otherwise made available via the Service.

   You acknowledge that many CimpleBox features require you to upload your store information and data, including but not limited to sales numbers, customer counts, product information, product pricing, inventory information, photos, recipes, employee information, employee schedule and employee availability. With such data provided by you, CimpleBox provides various reports, calculations and projections. Under no circumstances will CimpleBox be liable in any way for any data or calculation, including, but not limited to, any errors or omissions in calculations, reports, displays, projections and other features made available via the Service.

   You acknowledge that CimpleBox may or may not pre-screen Content, but that CimpleBox and its designees shall have the right (but not the obligation) in their sole discretion to pre-screen, refuse, or remove any Content that is available via the Service. Without limiting the foregoing, CimpleBox and its designees shall have the right to remove any Content that violates the Terms or is otherwise objectionable. You agree that you must evaluate, and bear all risks associated with, the use of any Content, including any reliance on the accuracy, completeness, or usefulness of such Content. In this regard, you acknowledge that you may not rely on any Content created by CimpleBox or submitted to CimpleBox.

   You acknowledge, consent and agree that CimpleBox may access, preserve and disclose your account information and Content if required to do so by law or in a good faith belief that such access preservation or disclosure is reasonably necessary to: (a) comply with legal process; (b) enforce the Terms; (c) respond to claims that any Content violates the rights of third parties; (d) respond to your requests for customer service; or (e) protect the rights, property or personal safety of CimpleBox, its users and the public.

   You understand that the technical processing and transmission of the Service, including your Content, may involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices.

8. INFORMATION TRANSMISSION

   When you register with CimpleBox, you acknowledge that in using CimpleBox services, including StationSync, it will send electronic communications (including, but not limited to, store data, uploaded content, and other Internet activities), through CimpleBox's computer networks. As a result, and also as a result of CimpleBox's network architecture and business practices and the nature of electronic communications, even communications that seem to be intrastate in nature can result in the transmission of interstate communications regardless of where you are physically located at the time of transmission. Accordingly, by agreeing to this Terms, you acknowledge that use of the service results in interstate data transmissions. You also acknowledge that under no circumstances will CimpleBox be liable in any way for any communication failures, including, but not limited to, network failures, server failures or any of CimpleBox's application failures.

   You understand, that if you choose to use StationSync or other automated features provided by CimpleBox, it will automatically transmit and synchronized your store information with CimpleBox's servers. You agree that such data transmission and data storage will be governed by this Terms, specified in Section 7 (CONTENT IN SERVICE) and in Section 8 (INFORMATION TRANSMISSION).

9. INTERNATIONAL USE

   Recognizing the global nature of the Internet, you agree to comply with all local rules regarding online conduct and acceptable Content. Specifically, you agree to comply with all applicable laws regarding the transmission of technical data exported from the United States or the country in which you reside.

10. CONTRIBUTIONS AND FEEDBACK

    By submitting ideas, suggestions, documents, and/or proposals ("Contributions") to CimpleBox, you acknowledge and agree that: (a) your Contributions do not contain confidential or proprietary information; (b) CimpleBox is not under any obligation of confidentiality, express or implied, with respect to the Contributions; (c) CimpleBox shall be entitled to use or disclose (or choose not to use or disclose) such Contributions for any purpose, in any way, in any media worldwide; (d) CimpleBox may have something similar to the Contributions already under consideration or in development; (e) your Contributions automatically become the property of CimpleBox without any obligation of CimpleBox to you; and (f) you are not entitled to any compensation or reimbursement of any kind from CimpleBox under any circumstances.

11. INDEMNITY

    You agree to indemnify and hold CimpleBox and its subsidiaries, affiliates, officers, agents, employees, partners and licensors harmless from any claim or demand, including reasonable attorneys' fees, made by any third party due to or arising out of content or data you submit, post, transmit or otherwise make available through the Service, your use of the Service, your connection to the Service, your violation of the Terms, or your violation of any rights of another.

12. NO RESALE OF SERVICE

    You agree not to reproduce, duplicate, copy, sell, trade, resell or exploit for any commercial purposes, any portion of the Service, use of the Service, or access to the Service.

13. CHARGES AND PAYMENT OF FEES

    You shall pay all fees or charges to your account in accordance with the fees, charges, and billing terms in effect at the time a fee or charge is due and payable. The initial charges will be equal to the current number of total User licenses requested times the User license fee currently in effect. All payment obligations are noncancelable and all amounts paid are nonrefundable. You are responsible for paying for all User licenses ordered for the entire License Term, whether or not such User licenses are actively used. You must provide CimpleBox with valid credit card or approved purchase order information as a condition to signing up for the Service. An authorized License Administrator may add licenses by executing an additional written Order Form or using the Online Order Center. Added licenses will be subject to the following: (i) added licenses will be coterminous with the preexisting License Term (either Initial Term or renewal term); (ii) the license fee for the added licenses will be the then current, generally applicable license fee; and (iii) licenses added in the middle of a billing month will be prorated to the number of remaining days until the end of that billing month. CimpleBox reserves the right to modify its fees and charges and to introduce new charges at any time, upon at least 30 days prior notice to you, which notice may be provided by e-mail. All pricing terms are confidential, and you agree not to disclose them to any third party.

14. BILLING AND RENEWAL

    CimpleBox charges and collects in advance for use of the Service. CimpleBox will automatically renew and bill your credit card or issue an invoice to you each year on the subsequent anniversary or as otherwise mutually agreed upon. The renewal charge will be equal to the then-current number of total User licenses times the license fee in effect during the prior term, unless CimpleBox has given you at least 30 days prior written notice of a fee increase, which shall be effective upon renewal and thereafter. Fees for other services will be charged on an as-quoted basis. CimpleBox's fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and you shall be responsible for payment of all such taxes, levies, or duties.

    You agree to provide CimpleBox with complete and accurate billing and contact information. This information includes your legal company name, street address, e-mail address, and name and telephone number of an authorized billing contact and License Administrator. You agree to update this information within 30 days of any change to it. If the contact information you have provided is false or fraudulent, CimpleBox reserves the right to terminate your access to the Service in addition to any other legal remedies.

    If you believe your bill is incorrect, you must contact us in writing within 60 days of the invoice date of the invoice containing the amount in question to be eligible to receive an adjustment or credit.

15. NON-PAYMENT AND SUSPENSION

    In addition to any other rights granted to CimpleBox herein, CimpleBox reserves the right to suspend or terminate this Agreement and your access to the Service if your account becomes delinquent (falls into arrears). Delinquent invoices (accounts in arrears) are subject to interest of 2.0% per month on any outstanding balance, or the maximum permitted by law, whichever is less, plus all expenses of collection. You will continue to be charged for User licenses during any period of suspension. If you or CimpleBox initiates termination of this Agreement, you will be obligated to pay the balance due on your account computed in accordance with the Charges and Payment of Fees section above. You agree that CimpleBox may charge such unpaid fees to your credit card or otherwise bill you for such unpaid fees.

    CimpleBox reserves the right to impose a reconnection fee in the event you are suspended and thereafter request access to the Service. You agree and acknowledge that CimpleBox has no obligation to retain any Data and that such Data may be irretrievably deleted if your account is 30 days or more delinquent.

16. MODIFICATIONS TO SERVICE

    CimpleBox reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Service (or any part thereof) with or without notice. You agree that CimpleBox shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Service.

17. TERMINATION

    You agree that CimpleBox may, under certain circumstances and without prior notice, immediately terminate your CimpleBox account, any access to the Service. Cause for such termination shall include, but not be limited to, (a) breaches or violations of the Terms or other incorporated agreements or guidelines, (b) requests by law enforcement or other government agencies, (c) a request by you (self-initiated account deletions), (d) discontinuance or material modification to the Service (or any part thereof), (e) unexpected technical or security issues or problems, (f) extended periods of inactivity, (g) engagement by you in fraudulent or illegal activities, and/or (h) nonpayment of any fees owed by you in connection with the Services. Termination of your CimpleBox account includes (a) removal of access to all offerings within the Service, (b) deletion of your password and all related information, store data, files and content associated with or inside your account (or any part thereof), and (c) barring of further use of the Service. Further, you agree that all terminations for cause shall be made in CimpleBox's sole discretion and that CimpleBox shall not be liable to you or any third party for any termination of your account, any associated email address, or access to the Service.

18. PROPRIETARY RIGHTS

    You acknowledge and agree that the Service and any necessary software used in connection with the Service ("Software") contain proprietary and confidential information that is protected by applicable intellectual property and other laws. You further acknowledge and agree that Content contained in sponsor advertisements or information presented to you through the Service or by advertisers is protected by copyrights, trademarks, service marks, patents or other proprietary rights and laws. Except as expressly permitted by applicable law or authorized by CimpleBox, you agree not to modify, rent, lease, loan, sell, distribute or create derivative works based on the Service or the Software, in whole or in part.

    CimpleBox grants you a personal, non-transferable and non-exclusive right and license to use the object code of its Software on a single computer; provided that you do not (and do not allow any third party to) copy, modify, create a derivative work from, reverse engineer, reverse assemble or otherwise attempt to discover any source code, sell, assign, sublicense, grant a security interest in or otherwise transfer any right in the Software. You agree not to modify the Software in any manner or form, nor to use modified versions of the Software, including (without limitation) for the purpose of obtaining unauthorized access to the Service. You agree not to access the Service by any means other than through the interface that is provided by CimpleBox for use in accessing the Service.

19. DISCLAIMER OF WARRANTIES

    YOU EXPRESSLY UNDERSTAND AND AGREE THAT:

    YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK. THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. CIMPLEBOX AND ITS SUBSIDIARIES, AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

    CIMPLEBOX AND ITS SUBSIDIARIES, AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS MAKE NO WARRANTY THAT (i) THE SERVICE WILL MEET YOUR REQUIREMENTS; (ii) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; (iii) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE WILL BE ACCURATE OR RELIABLE; AND (v) ANY ERRORS IN THE SOFTWARE WILL BE CORRECTED.

    ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE IS ACCESSED AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL.

    NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM CIMPLEBOX OR THROUGH OR FROM THE SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TERMS.

20. LIMITATION OF LIABILITY

    YOU EXPRESSLY UNDERSTAND AND AGREE THAT CIMPLEBOX AND ITS SUBSIDIARIES, AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS SHALL NOT BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF CIMPLEBOX HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (i) THE USE OR THE INABILITY TO USE THE SERVICE; (ii) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (iii) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICE; OR (v) ANY OTHER MATTER RELATING TO THE SERVICE.

21. EXCLUSIONS AND LIMITATIONS

    SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS OF SECTIONS 16 AND 17 MAY NOT APPLY TO YOU.

22. NOTICE

    CimpleBox may provide you with notices, including those regarding changes to the TERMS, including by but not limited to email, regular mail, SMS, MMS, text message, postings on the Service, or other reasonable means now known or hereinafter developed.

23. TRADEMARK INFORMATION

    The CimpleBox, CimpleBox logo, CimpleBox StationSync trademarks and service marks and other CimpleBox logos and product and service names are trademarks of CimpleBox Inc. Without CimpleBox's prior permission, you agree not to display or use in any manner.

24. COPYRIGHT OR INTELLECTUAL PROPERTY INFRINGEMENT

    CimpleBox respects the intellectual property of others, and we ask our users to do the same. CimpleBox may, in appropriate circumstances and at its discretion, disable and/or terminate the accounts of users who may be repeat infringers. If you believe that your work has been copied in a way that constitutes copyright infringement, or your intellectual property rights have been otherwise violated, please provide CimpleBox's Copyright Agent the following information:

    an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property interest;

    a description of the copyrighted work or other intellectual property that you claim has been infringed;

    a description of where the material that you claim is infringing is located on the site;

    your address, telephone number, and email address;

    a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law;

    a statement by you, made under penalty of perjury, that the above information in your Notice is accurate and that you are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner's behalf.

    CimpleBox's Agent for Notice of claims of copyright or other intellectual property infringement can be reached as follows:

    By email: copyright@cimplebox.com

25. GENERAL TERMS

    The Terms constitutes the entire agreement between you and CimpleBox and governs your use of the Service, superseding any prior agreements between you and CimpleBox with respect to the Service. You also may be subject to additional terms and conditions that may apply when you use or purchase certain other CimpleBox services, affiliate services, third-party content or third-party software.

    The Terms and the relationship between you and CimpleBox shall be governed by the laws of the State of California without regard to its conflict of law provisions. You and CimpleBox agree to submit to the personal and exclusive jurisdiction of the courts located within the county of Los Angeles, California.

    The failure of CimpleBox to exercise or enforce any right or provision of the Terms shall not constitute a waiver of such right or provision. If any provision of the Terms is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision, and the other provisions of the Terms remain in full force and effect.

    You agree that your CimpleBox account is non-transferable and any rights to your contents and data within your account terminate upon your death. Upon receipt of a copy of a death certificate, your account may be terminated and all contents therein permanently deleted.

    You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Service or the Terms must be filed within one (1) year after such claim or cause of action arose or be forever barred.

    The section titles in the Terms are for convenience only and have no legal or contractual effect.

January 10, 2008