Please read this Member Agreement (the "Agreement") carefully before enrolling as a member of the MyRebate Shopping Discount Program (the "Program") or downloading the Moe Money Maker™, a product of TopMoxie. This Agreement explains the terms and condition s governing membership in the Program (the "Program Terms and Conditions"), and it is your responsibility to read and understand them. By enrolling as a member in the Program (a "Member"), or by downloading, installing and/or utilizing the Moe Money Maker™, you agree to be bound by the Program Terms and Conditions. Enrollment is defined as providing MyRebate with your valid email address and a password in which to access your account. Downloading, installing, and/or utilizing the Moe Money Maker does not confer the status of "Member" until the Moe Money Maker™ user completes the Enrollment process. By agreeing to MyRebate' terms and conditions, you also agree to the terms and conditions of MyRebate' Moe Money Maker™ software provider TopMoxie. For TopMoxie's complete terms and conditions, click here. Participation in the Program and its benefits are offered at the discretion of MyRebate, and MyRebate has the right to change the Program Terms and Conditions, in whole or in part, at any time with or without notice.

1. You must be an individual, 18 years of age or older. 

2. Members must be human: no machines, scripts, or automated services may be used to accumulate any financial benefits derived from the use of MyRebate. You may maintain only one account. Any duplicate accounts will be subject to cancellation. 

3. The Program is only available via access to the MyRebate Web site (http://wwwMyRebate.com). You must have Internet access and an email address to be eligible to receive the privileges and benefits of membership. 
MyRebate is not responsible for your inability to connect to the Internet, log into the MyRebate Web site, or access your MyRebate account. 

4. By agreeing to these terms, you also agree not to 'spam' unknown individuals by sending them unwanted emails to solicit their membership at MyRebate. Refusal to abide by this or any other rules may result in MyRebate stripping you of referrals and/or canceling your membership. 

5. Members will be credited, subject to the terms and conditions enumerated in this Agreement, a percentage of the net purchases made by you at one of the online merchants affiliated with MyRebate (an "Affiliated Merchant"). 
The percentage will be enumerated on the MyRebate Web site as it relates to each Affiliated Merchant. The net purchase is defined as the total amount paid to the merchant minus tax, gift wrapping, shipping, promotional credits, returns, cancellations, and transaction fees or as the Affiliated Merchant defines on their respective 
Web site and as is enumerated in their respective Affiliate Membership and/or Operating Agreement document, whichever is less. All Affiliated Merchant Membership and/or Operating Agreements as they relate to their affiliate or partner programs with MyRebate and which reside on the Affiliated Merchant's respective Web sites are hereby incorporated into this Agreement by reference. 

6. As a Member, purchases made through MyRebate Affiliated Merchants will be deemed a "Qualified Purchase" and will be subject to earn a discount if and only if all of the following criteria are satisfied: 1) "Cookies", both first and third party (if applicable), must be enabled on your Web browser. 2) All potential Qualified Purchases must begin 
by clicking on the Affiliated Merchant's link that appears on the MyRebate Web site and being successfully connected to the Affiliated Merchant's Web site based upon that click. Individuals who download the Moe Money Maker may on occasion be excepted from the terms of section 6(2), as their browser will in some instances link directly to the merchant through the correct link. The Moe Money Maker is only a shopping reminder service provided by MyRebate; for reliability of tracking we recommend you start your shopping trip at the MyRebate.com website. 3) MyRebate may, at all times, route your request for a merchant site through specific links, in order to assure that the sale can be tracked correctly. Any alteration of these links will invalidate your sale, which will not be deemed a Qualified Purchase. 

7. The determination of whether or not a purchase made through an MyRebate Affiliated Merchant is a "Qualified Purchase" is at the sole discretion of MyRebate. 


8. "Account Activation" is completed upon the making of a Qualified Purchase at any MyRebate merchant site. In case of return or cancellation, MyRebate retains the right to reverse account credit. Completed offers in the More Cash section of the site are not Qualified Purchases, and will not fulfill Account Activation. 

9. Discounts awarded to Members are subject to adjustments for returns, cancellations, and other events. Such adjustments can be applied to Member accounts at any time by MyRebate at its sole discretion. Should you disagree with any adjustments made to your account, your sole remedy is to withdraw from the Program. 

10. You may be taxed on your accrual of discounts, depending on the amount of discounts you accrue and the tax laws of federal, state, and local jurisdictions. MyRebate may choose to provide you with those notices to you on occasion. In all instances, you will be solely responsible for any and all tax liability arising out of your accrual or redemption of discounts. 

11. The following purchases are not eligible for accrual or payment of discounts: Dell Computers: any purchase of Dell products and services in which the transaction is substantially completed by telephone or by a Dell salesperson. Priceline.com: only purchases of airline tickets and hotel reservations qualify for a discount. Prescriptions from all merchants are not eligible as well, due to Federal/State laws and regulations. Monthly Deliveries, such as Wine-of-the-month clubs and Pet foods, are not eligible for a discount unless all months are paid for up front through MyRebate. Gift Certificates that are purchased at any of our merchants, with the exception of Spa Wish, are also not eligible for a discount. Referral and affiliate revenues will not include a percentage of monies placed in member discount accounts resulting from a special promotion. Most purchases that are picked up at a warehouse or a store location do not qualify for a cash discount. 

12. It is your responsibility to check your account regularly to ensure that discounts have been properly credited and that your account balance is accurate. If you do not believe that a discount has been correctly credited to your accout you must wait at least 30 days but no more than 90 days after completing a Qualifying Purchase to contact MyRebate Customer Care. Furthermore, all discounts earned by Members are subject to review. Necessary adjustments may be applied to Member accounts at any time by MyRebate at its sole discretion. If you do not agree to adjustments made to your account, your only recourse will be to terminate your membership in the Program. MyRebate reserves the right to terminate any account for abusive or fraudulent activity, or if the Member is no longer reachable at the e-mail address provided. 

13. MyRebate is not responsible for changes to, or discontinuance of, any Affiliated Merchant, or any Affiliated Merchant withdrawal from the Program, or for any effect on accrual of discounts caused by such changes, discontinuance, or withdrawal. MyRebate is not responsible for changes to, or discontinuance of, any special offer or coupon code at an Affiliated Merchant site. It is the Member's responsibility to make sure that all specials are valid. If you choose to use coupons and specials that are not listed on the MyRebate site, we cannot guarantee that you will be eligible to receive an MyRebate discount on your purchases. 

14. The following promotions have been terminated as of October 18, 2001: - All Yahoo promotions dated May 1 - August 31, 2001 - All eTour promotions dated May 1 - August 31, 2001 - All LifeMinders promotions dated May 1 - August 31, 2001 Any purchases made after October 18, 2001 will not apply to these promotions, and no further promotional rewards will be paid. 

PAYMENT SCHEDULE:


15. Money earned through the referral program will be paid along with regular discounts. Continued payments of referral monies will be made at the sole discretion of MyRebate. The referral program may be ended, percentages reduced or the program modified in any way, at any point, and without notice, though all accrued referral monies will be paid in full if and when this occurs. 

16. Accrued discounts will be dispersed to the Members on or around August 14th, November 15th, February 15th, or May 15th. In order for an accrued discount to be eligible for payment on the above dates, the Qualified Purchase must occur 45 days prior to the payment date (by June 30th for a August 14th payment, September 30th for an November 14th payment, December 31st for a February 15th payment, March 31st for an May 15th payment). Note that orders from Dell Home Systems (Computers), Dell Home Systems Software and Peripherals, and Dell Small Business will post to accounts immediately. However, due to the 45 day return policies of these merchants, discounts will only be paid out 60 days after purchases are posted to members' accounts. Qualified purchases from all other merchants which occur within the 45 day cutoff period will be paid on the payment date subsequent to the next payment date. 

17. It is your responsibility to keep your account information current in order to facilitate the payment of your discounts. In the event that your information is not current at the time of payment, you forfeit all accrued discounts to MyRebate. 

ACCOUNT ACCESS AND PASSWORD:

18. Upon registration for the Program, you will select a password that will allow you to access your MyRebate account (via the MyRebate Web site) to verify transfers, check account balances, and modify your account information. 

19. You must be logged into MyRebate and enter your password to access your account. You may check your account status and recent earning history at any time you are able to access the MyRebate Web site. 

20. MyRebate is entitled to act on instructions received under your password. For security purposes, it is recommended that you memorize your password, and do not write it down. You are responsible for keeping your email address, password, account numbers, and other account information confidential. MyRebate is not responsible for any credits or debits made to your account by someone else who uses your password. 

NONTRANSFERABILITY:

21. No discounts earned or granted under the Program may be assigned or transferred to any third party except as expressly permitted by MyRebate in writing. The sale or barter of any such discount, other than by MyRebate, is expressly prohibited. Accrued discounts do not constitute property, and are not transferable: (i) upon death; (ii) as part of a domestic relations matter; or (iii) otherwise by operation of law. Any discounts assigned, sold, or otherwise transferred in violation of the Program Rules may be confiscated or canceled. Any violator of the foregoing restriction is subject to account termination, deduction of discounts from his or her account, and/or liability for damages and litigation and transaction costs. 

DISCLOSURE OF ACCOUNT INFORMATION:

22. You authorize MyRebate to disclose to third parties information you have provided, or information that MyRebate has obtained about your MyRebate account or shopping behavior: (i) to agents of MyRebate or its affiliates, such as independent auditors, consultants or attorneys; (ii) to comply with government agency or court orders or requests; (iii) in providing aggregated and non-personalized marketing services for an advertising or merchant partner, or (iv) where it is necessary for redemption or transfer of your discounts. Further, you authorize MyRebate to receive any account information from any Affiliate Merchant including, but not limited to information regarding the Qualified Purchase such as the products ordered, the order number, the time and date the Qualified Purchase occurred, the email address entered for the Qualified Purchase. You agree to hold the Affiliated Merchant harmless for any information disclosed to MyRebate. If you choose to download the Moe Money Maker™, you allow MyRebate to collect, use and sell non- personalized marketing information regarding your visits and purchases to internet commerce sites. 

DISCLAIMER:

23. THE MyRebate PROGRAM AND THE MOE MONEY MAKER™ ARE BEING PROVIDED TO MEMBER "AS IS" WITH NO WARRANTY. TO THE MAXIMUM EXTENT PERMITTED BY LAW, MyRebate DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE PROGRAM, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR ANY PARTICULAR PURPOSE AND IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE. 

24. MyRebate DOES NOT WARRANT, GUARANTEE, OR MAKE ANY REPRESENTATIONS REGARDING THE QUALITY OF, OR ACCURACY OF ADVERTISEMENTS FOR, ANY MERCHANDISE, PRODUCTS, OR SERVICES OFFERED OR PROVIDED BY AFFILIATED MERCHANTS OR SUPPLIERS IN CONJUNCTION WITH THE PROGRAM. IN ADDITION, ALTHOUGH MyRebate INTENDS TO TAKE REASONABLE STEPS TO PREVENT THE INTRODUCTION OF VIRUSES OR OTHER DESTRUCTIVE MATERIALS TO THE MyRebate WEB SITE, MyRebate DOES NOT WARRANT, GUARANTEE OR MAKE ANY REPRESENTATIONS THAT THIS SITE IS FREE OF DESTRUCTIVE MATERIALS. IN ADDITION, MyRebate DOES NOT WARRANT THAT ACCESS TO THIS SITE WILL BE UNINTERRUPTED OR ERROR-FREE, AND MyRebate ASSUMES NO RESPONSIBILITY FOR ANY DAMAGE CAUSED BY YOUR ACCESS, OR INABILITY TO ACCESS, THIS SITE., INCLUDING, BUT NOT LIMITED TO, YOUR INABILITY TO ACCRUE DISCOUNTS BY PURCHASING ITEMS WITH AN AFFILIATED MERCHANT. 

LIMITATION OF LIABILITY:

25. IN NO EVENT WILL ANY OTHER COMPANY WITH WHICH MyRebate HAS A CORPORATE PARTNERING RELATIONSHIP, INCLUDING WITHOUT LIMITATION, CO-BRANDING, CO-MARKETING, JOINT DEVELOPMENT, A MERCHANT RELATIONSHIP, OR A SUPPLIER RELATIONSHIP (EACH A "CORPORATE PARTICIPANT") BE LIABLE TO YOU FOR NON-PERFORMANCE OF MyRebate OBLIGATIONS. YOU AGREE NOT TO SUE ANY CORPORATE PARTICIPANT FOR NON-PERFORMANCE BY MyRebate. IN NO EVENT SHALL MyRebate BE LIABLE FOR ANY DAMAGES, CLAIMS OR LOSSES INCURRED (INCLUDING WITHOUT LIMITATION COMPENSATORY, INCIDENTAL, INDIRECT, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES), HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY ARISING IN CONNECTION WITH: (I) THE PROGRAM; (II) ANY FAILURE, DELAY, OR DECISION BY MyRebate IN ADMINISTERING THE PROGRAM; (III) THE USE OR INABILITY TO USE THIS WEB SITE; (IV) THE USE OR INABILITY TO USE THE MOE MONEY MAKER™ SOFTWARE INCLUDING BUT NOT LIMITED TO LOST PROFITS, LOST BUSINESS OR LOST OPPORTUNITY, OR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL OR EXEMPLARY OR PUNITIVE DAMAGES, INCLUDING LEGAL FEES, ARISING OUT OF SUCH USE OR INABILITY TO USE THE MOE MONEY MAKER™ SOFTWARE, OR (V) THE PURCHASE OR USE OF ANY MERCHANDISE, PRODUCTS, OR SERVICES OF MERCHANTS OR SUPPLIERS, EVEN IF MyRebate, OR REPRESENTATIVES THEREOF, ARE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, CLAIMS, OR LOSSES AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. 

26. MEMBER AGREES TO INDEMNIFY AND HOLD MyRebate, ITS PARENTS, SUBSIDIARIES, AFFILIATES, OFFICERS, DIRECTORS AND EMPLOYEES, HARMLESS FROM ANY CLAIM OR DEMAND, INCLUDING REASONABLE ATTORNEY'S FEES, MADE BY ANY THIRD PARTY DUE TO OR ARISING OUT OF MEMBER'S USE OF THE PROGRAM, THE VIOLATION OF THESE POLICIES BY MEMBER, OR THE INFRINGEMENT BY MEMBER, OR OTHER USER OF THE PROGRAM USING THE MEMBER'S ACCOUNT, OF ANY INTELLECTUAL PROPERTY OR OTHER RIGHT OF ANY PERSON OR ENTITY, OR AS A RESULT OF ANY THREATENING, LIBELOUS, OBSCENE, HARASSING OR OFFENSIVE MATERIAL CONTAINED IN ANY MEMBER COMMUNICATIONS. 

TERMINATION OR CHANGES TO THE PROGRAM:

27. MyRebate reserves the right to terminate the Program at any time with notice. This means you will have sixty (60) days from the date notice of Program termination is provided to Members to redeem discounts in your account. Notification of Program termination will be sent to the email address you provide to MyRebate during the registration process. MyRebate will not be responsible for failing to notify you of Program termination where such failure is caused by any reason outside the control of MyRebate, including an error in your email program, an inaccurate email address, your failure to check for your email online, or your failure to inform MyRebate of a change in your email address. 

28. MyRebate may modify this Agreement from time to time, with or without notice, and your continued participation in the Program after such modification shall be deemed to be your acceptance of any such modification. It is your responsibility to check the Member Agreement page of the MyRebate Web site regularly to determine whether this Agreement has been modified. If you do not agree to any modification of this Agreement, you must immediately cease participation in the Program. 

TERMINATION MEMBERSHIP:

29. Membership in the Program is subject to the Program Terms and Conditions. Any failure to comply with the Program Terms and Conditions, any fraud or abuse relating to the accrual or redemption of discounts, or any misrepresentation of any information furnished to MyRebate or its affiliates by you, or anyone acting on your behalf, may result in the termination of your membership in the Program, cancellation of your MyRebate account and/or forfeiture of your accrued discounts. 

DISPUTES/ERRORS:

30. All questions or disputes regarding the Program, including without limitation, questions or disputes regarding eligibility for the Program, or the eligibility of discounts for accrual or redemption, must be submitted in writing within 60 days of the qualifying transaction, to MyRebate at: Customer Service, MyRebate Inc., 5 Thomas Mellon Circle, Suite 225, San Francisco, CA 94134, or email us at customerservice@MyRebate.com. Any such disputes shall be resolved by MyRebate at its sole discretion. All interpretations of Program Terms and Conditions shall be at the sole discretion of MyRebate. In the event that an error is made by MyRebate, your sole remedy shall be the credit of the disputed discount to your MyRebate account. 

MISCELLENEOUS:

31. This Agreement shall be governed by and construed in accordance with the laws of the State of California, without reference to conflicts of law rules. As a condition of the use of the MyRebate website and service, you (the Member) agree to submit to the personal and exclusive jurisdiction of the courts located within the county of San Francisco, California and therefore agree to file any grievance or suit of any kind exclusively in the courts located within the county of San Francisco. If any provision of this Agreement is found invalid or unenforceable, that provision shall be enforced to the maximum extent possible, and the other provisions contained herein will remain in full force and effect. MyRebate' failure to insist upon or enforce strict performance of any provision of the Agreement shall not be construed as a waiver of any provision or right. Nothing in this Agreement shall be construed as creating or constituting a partnership, joint venture or agency relationship between MyRebate and the Affiliated Merchants or between MyRebate and any other of its Corporate Partners. Neither the Affiliated Merchants nor any Corporate Partner shall have the ability to create any obligation on MyRebate' behalf. This Agreement constitutes the entire agreement between you and MyRebate with respect to the Program.