a2zRewards^TM Terms of Service:

Acknowledgment & Acceptance

· By enrolling and/or using the a2zRewards program ("a2zRewards^TM"), you agree that you have read and understood this Agreement ("Agreement") and that your membership in a2zRewards^TM shall conform to its terms and conditions.

· a2zRewards^TM members ("Members") may earn a2zPoints^TM (“Points”) for enrolling in a2zRewards^TM; taking advantage of Point-earning opportunities on the a2zRewards^TM and other third party Web sites; reading and responding to offers from participating advertisers and partners via email; and complying with the terms of other offers or programs from a2zRewards.com or other companies.

· a2zRewards.com reserves the right to send Members messages from time to time for which they will not be rewarded.

· a2zRewards.com reserves the right to limit a2zRewards^TM enrollment at any time.

· a2zRewards.com is under no obligation to provide Members with any particular number of Point-earning opportunities or send messages to them.

· a2zRewards^TM and a2zPoints^TM are owned and operated by a2zDeals.com, LLC. ("a2zDeals.com").

Terms of Participation

· Only individuals 18 years or older and residing in the U.S., U.S. Territories, Canada, or a member of the U.S. Military may enroll in a2zRewards^TM and become Members.

· Corporations or other business entities are not eligible to become Members.

· a2zRewards^TM membership and its right to use is limited to one individual per a2zRewards^TM account.

· a2zRewards.com allows only one email address per Member.

· Member agrees to provide only true and accurate information to a2zRewards^TM (including to its advertisers and partners) at all times.

· Member agrees to comply with the terms of all a2zRewards^TM and a2zRewards^TM advertiser and partner offers, promotions, and programs at all times.

· Member agrees not to abuse a2zRewards^TM privileges by conduct which is detrimental to the interests of a2zRewards.com, including without limitation attempting to accrue Points or spend Points in a manner inconsistent with the rules of a2zRewards^TM or intent of this Agreement, having multiple accounts, attempting to earn Points through other than legitimate channels, participating in purchasing or redemption fraud, or tampering with a2zRewards^TM award links, etc.

· a2zRewards.com reserves the right to terminate or disable, at a2zRewards.com's sole discretion, any a2zRewards^TM membership if a2zRewards.com believes such Member has violated or acted inconsistently with the rules of a2zRewards^TM or intent of this Agreement. Member understands and agrees disabling of membership will result in Member's inability to redeem and/or earn Points. Member understands and agrees termination of membership will result in the cancellation of all of Member's Points.

· a2zRewards.com shall be the sole determiner in cases of suspected abuse, fraud, or violation of its rules and any decision it makes relating to termination of membership (including cancellation of Points) shall be final and binding.

· Some deals offer a2zPoints for registration with various vendor sites. Such offers are limited to one sign up per person, and only if the member has never signed up with the vendor site before.

· Points may be spent only on rewards as offered through a2zRewards^TM at the time of redemption.

· Points have no cash value.

· Members must accrue 5000 "Available" Points before they may spend Points for their first redemption; CONDITIONS FOR REDEMPTION MAY BE MODIFIED BY A2ZREWARDS.COM IN ITS SOLE DISCRETION AT ANY TIME.

· a2zRewards.com, Inc. reserves the right to limit the redemption of specific rewards and limit the number of rewards available at any particular Point-spending level.

· Points will be subtracted from Member's account once the reward is redeemed.

· In conjunction with spending Points for rewards, Member agrees to confirm that all information in Member's personal profile is up-to-date and accurate.

· Once used to claim a reward, Points will not be reinstated to Member's account under any circumstances.

· Member agrees to promptly notify a2zRewards.com of any change in Member's email or personal profile by updating his or her personal information through the “My Account” area.

· Member's discontinued participation in a2zRewards^TM or failure to notify a2zRewards.com of any address (mail or email) or profile changes may result in the termination of Member's membership and forfeiture of Member's unredeemed Points.

· Unredeemed Points will expire on December 31st of the calendar year following the calendar year such Points are first deemed "Available." Example: If not spent, Points earned in January of 2002 will expire at the end of December 31, 2003.

· a2zRewards.com reserves the right to cancel or disable any membership if that Member has been inactive for a period of 3 consecutive months. "Inactive" shall be defined as lack of one of the following: web site visit (click through); email response; survey completion; or any Point-earning or spending transaction, updating of the member profile.

· a2zRewards.com reserves the right to limit the opportunities to earn Points available to Member while Member remains inactive.

· Member shall comply with all laws, rules, and regulations that are applicable to Member. Member acknowledges that Member may only participate in a2zRewards^TM if and to the extent that such participation is permitted by such laws, rules, and regulations. a2zRewards.com refuses to enroll Member, or to restrict, modify, or terminate Member's participation in a2zRewards^TM, without liability to Member or any other party, if Member violates any law, rule, or regulation, or if Member's participation in a2zRewards^TM could violate any law, rule, or regulation.

· The official rules for the current a2zRewards^TM Giveaway are as follows. a2zRewards^TM plans to Giveaway 3 prizes, starting on or around November 1, 2002. To enter the Giveaway, individuals must join the a2zRewards^TM program. The valid membership qualifies for one entry for the Giveaway pool. Each valid email sent by the member through the Refer-a-friends program gets the member an additional entry. No purchase is necessary to participate in this Giveaway. The winner will be selected at random from among all eligible entries received by the time of the drawing. The winner will be announced in the a2zDeals.com newsletter. The winner would have 7 days to respond to claim the prize. The prize will be awarded by mail. Odds of winning will depend upon the number of eligible entries received. The Giveaway draw date may be changed without any notice at a2zRewards^TM’s discretion.

The a2zRewards^TM giveaways are open only to U.S. residents who are 18 years or older at the time of entry. Employees of a2zRewards^TM, its subsidiaries, advertising and promotion agencies, and their immediate family members and those living in the same household of each are not eligible for the Giveaways. Void where prohibited by law. a2zRewards^TM and their affiliates are not responsible for technical hardware or software failures of any kind, lost or unavailable network connections or failed, incomplete, garbled or delayed computer transmissions which may limit a user's ability to participate in the Giveaway, or for entries otherwise not received in time for the Giveaway. No substitution or transfer of prize is permitted except by a2zRewards^TM as may be necessary due to unavailability, in which case a prize of equal or greater value will be awarded. All taxes on prize, including income taxes, and any incidental expenses associated with collection of the prize are the responsibility of the winner. Winner assumes all liability for any damages caused or claimed to be caused by participation or by any prize and releases a2zRewards^TM and its affiliates from any such liability. Acceptance of prize constitutes permission (except where prohibited by law) to use winner's name, city, state, likeness and/or voice for purposes of advertising, promotion and publicity without additional compensation. By participating in the giveaway, entrants agree to be bound by these Official Rules from a2zRewards^TM.

From time to time, a2zRewards^TM may give gift certificates upon registration. These Gift Certificates have no cash value, and may only be applied towards purchases at the vendor name specified with the Gift certificate, while the certificate is valid. A minimum purchase may be required in certain cases. a2zRewards^TM reserves the right to expire the validity of the Gift Certificate at anytime without any notice. The vendor for whom the Gift Certificate was given, may decide to change the terms of its usage at anytime without any notice. Any expired, lost, or used Gift Certificates will not be replaced by a2zRewards^TM.

Disclaimer of Warranties

· Member expressly agrees that use of a2zRewards^TM is at the Member's sole risk.

· a2zRewards^TM and all services offered therein are provided on a strictly "as is" and "as available" basis. A2ZREWARDS.COM MAKES NO WARRANTY WITH REGARD TO ANY PRODUCTS, SERVICES OR REWARDS OBTAINED BY MEMBERS THROUGH A2ZREWARDS^TM OR THROUGH A2ZREWARDS^TM ADVERTISERS OR PARTNERS; THAT A2ZREWARDS^TM WILL MEET MEMBERS' REQUIREMENTS; OR THAT A2ZREWARDS^TM WILL BE UNINTERRUPTED, TIMELY, ERROR FREE; NOR DOES A2ZREWARDS.COM MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF A2ZREWARDS^TM OR AS TO THE ACCURACY OR RELIABILITY OF ANY INFORMATION OBTAINED THROUGH A2ZREWARDS^TM.

· a2zRewards.com expressly disclaims any and all express and implied warranties, including, but not limited to, the implied warranties of merchantability, fitness for a particular purpose and non-infringement. a2zRewards.com shall not be liable or responsible for those guarantees, warranties and representations, if any, offered by a2zRewards^TM advertisers, partners, manufacturers of merchandise or suppliers of services. No advice or information, whether oral or written, obtained by Member from a2zRewards.com or through a2zRewards^TM shall create any warranty not expressly made herein.

Limitation of Liability

· A2ZREWARDS.COM SHALL NOT BE LIABLE FOR ANY DAMAGES, WHETHER DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL, RELATING TO THE PARTICIPATION OR INABILITY TO PARTICIPATE IN A2ZREWARDS^TM. SOME STATES DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES; SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.

· a2zRewards.com is not responsible for damages or losses that result from participating or inability to participate in a2zRewards^TM, or reliance on or use of information, services, or merchandise provided on or through a2zRewards^TM.

· Member acknowledges and agrees that a2zRewards.com neither endorses the contents of advertisements or third parties' Web sites, nor assumes responsibility or liability for the accuracy of material contained therein, or any infringement of third party intellectual property rights arising therefrom, or any fraud or other crime facilitated thereby.

· a2zRewards.com is not responsible and assumes no liability for changes or discontinuances of service from providers which may affect offers or the accrual of Points.

· In no event shall a2zRewards.com's liability, either jointly or severally, exceed $1.

Participation in Promotions of Advertisers and Partners, and the Deals

· Member's correspondence with or participation in promotions of a2zRewards^TM advertisers and partners are solely between corresponding Member and the advertiser or partner. a2zRewards.com assumes no liability, obligation or responsibility for any part of any such correspondence or promotion, including without limitation withdrawal or modification of any offer or promotion.

· Member understands that, in some cases, there may be delay in the crediting of Points for promotions of advertisers or partners due to advertiser or partner's failure to provide necessary information to a2zRewards.com for such crediting of Points. a2zRewards.com will not be responsible or liable for the delay or failure to credit Points in such event.

· Member understands that, in some cases, the vendor for which a deal was listed may not pay a2zRewards.com. This could be for including, but not limited to any of the following reasons:

· The Vendor goes out of business

· The deal was non-commissionable to a2zRewards.com.

Termination

· AT ANY TIME EITHER MEMBER OR A2ZREWARDS.COM MAY TERMINATE MEMBER'S MEMBERSHIP WITH OR WITHOUT CAUSE. MEMBER'S RIGHT TO USE MEMBER'S MEMBERSHIP IMMEDIATELY CEASES UPON TERMINATION AND MEMBER'S UNREDEEMED POINTS SHALL BE CANCELLED.

· Termination of Member's membership by Member is effective upon Member submitting a termination request by sending an email to termination@a2zdeals.com and Member receiving a message from a2zRewards^TM confirming termination. Member understands that, in some cases, Member may still receive messages (which may have been scheduled prior to Member's termination) after termination. Member may not earn Points after termination.

· Should Member object to any of the terms and conditions of this Agreement, or any subsequent modifications thereto, or become dissatisfied with a2zRewards^TM, Member's only recourse is to immediately discontinue participation in a2zRewards^TM and properly terminate his or her membership. (See paragraph above.)

· a2zRewards.com reserves the right to terminate the membership of any Member who appears to be using a2zRewards^TM in a manner inconsistent with this Agreement, the intent of this Agreement, or any a2zRewards^TM rules.

Non-Transferability

· Member's right to use a2zRewards^TM is non-transferable.

· Points are non-transferable and are void if transferred.

· Member's membership will terminate immediately in the event of Member's death.

· Points and/or rewards may not be bartered or sold.

· a2zRewards^TM accounts and Points are not transferable upon death or as part of a domestic relations matter or otherwise by operation of law.

Proprietary Rights to Content

· Member acknowledges that a2zRewards^TM content (including but not limited to text, sound, photographs, graphics or other material contained in any a2zRewards^TM communication, advertisements or messages, whether by a2zRewards.com or a2zRewards.com's advertisers or partners), service and software are protected by copyrights, trademarks, service marks, patents and/or other proprietary rights and laws; therefore, Member is only permitted to use content, service or software as expressly authorized by a2zRewards.com, its advertisers and partners, as the case may be.

Modifications

· a2zRewards.com reserves the right to change this Agreement, and/or any part thereof, at any time. Member understands the most recent version of this Agreement will be located on the a2zRewards^TM Web site in the signup area under Terms of Service.

· Member's non-termination or continued use of a2zRewards^TM constitutes an affirmative acknowledgment by Member of any modification to the Member Terms of Service Agreement and consent to abide and be bound by any terms thereof. At any time, if Member does not agree with the Member Terms of Service, Member may terminate Member's membership.

· a2zRewards.com reserves the right to modify or discontinue the a2zRewards^TM service with or without notice to Member.

· a2zRewards.com shall not be liable to Member or any third party should a2zRewards.com exercise its right to modify or discontinue the a2zRewards^TM service.

Notices

· All notices given by a2zRewards.com to you will be given by email or by general posting on the a2zRewards^TM Web site.

Laws
Any dispute or claim arising out of or in relation to this Agreement, or the interpretation, making, performance, breach or termination thereof, shall be finally settled by binding arbitration in Sacramento, California, under the Commercial Arbitration Rules of the American Arbitration Association by three arbitrators appointed in accordance with said Rules. Judgment on the award rendered by the arbitrators may be entered in any court having jurisdiction thereof.

· This contract shall be governed by the law of the State of California, excluding its conflict of law principles. The arbitration proceedings shall be governed by federal arbitration law and by the Rules, without reference to state arbitration law.

· Member and a2zRewards.com agree that, any provision of applicable law notwithstanding, neither party will request, and the arbitrators shall have no authority to award, punitive or exemplary damages against the other party.

· This Agreement constitutes the complete and exclusive understanding between a2zRewards.com and Member relating to the subject matter hereof and supersedes all prior or contemporaneous understandings, agreements, communications, and/or advertising with respect to such subject matter.

· If any provision(s) of this Agreement is held by the arbitrators to be contrary to law, then such provision(s) shall be construed, as nearly as possible, to reflect the intentions of the parties with the other provisions remaining in full force and effect.

· a2zRewards.com's failure to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision unless acknowledged and agreed to by a2zRewards.com in writing.

Indemnification

· Member agrees to indemnify and hold a2zRewards.com, its affiliates, officers and employees harmless from any claim, demand, expense or damage, including reasonable attorneys' fees relating to use of a2zRewards^TM or violation of this Agreement.