Terms and Conditions

1. Buyer (You) will purchase from Seller (Mpell Solutions, Inc.) incentive certificates (“Certificates”) according to the following terms:

a) Each Certificate will be redeemable by a customer of Buyer for a product specified on the certificate.

b) Payment in full must be received prior to Certificate delivery. Title to the Certificates shall pass to Buyer upon payment for the Certificates.

c) Each Certificate shall expire on the date 6 months after Buyer's payment for the Certificate or 60 days after a customer of Buyer receives the Certificate, whichever occurs first.

d) Buyer must deliver one Certificate to each of its customers that is eligible for the Certificate (or the gift represented by the Certificate) as described in promotional materials and language. Buyer will not, in any fashion, filter the delivery of certificates to only customers that show an interest in the gift.

2. Seller will fulfill all Certificates that are redeemed by Buyer's customers in accordance with the terms of such Certificates. Each Certificate will require a shipping and handling fee as specified on the certificate to be paid by customer of Buyer via money order or cashier's check.

3. Buyer will not directly or indirectly provide any redemption assistance to its customers. Customers will have sole responsibility for determining whether and when to redeem their Certificates.

4. Buyer will not transfer any Certificates to any third party other than distribution to eligible customers. Buyer will not delegate the distribution to any unaffiliated third party.

5. Buyer will have sole responsibility for preparing and publishing promotional materials describing the offer of Certificates. Seller will not review or comment on any such materials prior to publication. Buyer will not identify Seller in any materials that it publishes or provides to third parties.

6. Buyer will comply with all applicable laws and regulations related to the distribution of Certificates, and shall be responsible for legal review of any applicable regulations.

7. Buyer shall indemnify, defend and hold Seller and its members, employees and agents harmless from and against any and all liability, loss, cost, damage or expense arising from or related to Buyer's distribution of Certificates.

8. Seller may terminate this Agreement immediately upon written notice to Buyer for any reason or no reason. If Seller terminates this Agreement other than due to Buyer's breach, Seller will refund undistributed Certificates that are returned to Seller by Buyer. If Seller terminates this Agreement due to Buyer's breach of any provisions of this Agreement, Buyer will not be entitled to any refund. Upon termination of this Agreement, Buyer will immediately cease distribution of Certificates and return or destroy all remaining Certificates on hand. Seller will fulfill any Certificates that are distributed prior to termination and timely and properly redeemed by Buyer's customers.

9. Products for which Certificates are redeemed shall carry manufacturer warranties for not less than 90 days. Except only for such warranties, there is no warranty with respect to the certificates or any products redeemable on certificates, and the parties disclaim all other warranties, express or implied, including, without limitation, any implied warranty of merchantability or fitness for a particular purpose. Buyer shall make no warranty regarding the Certificates or any products that may be offered upon redemption of Certificates.

10. In no event will Seller be liable for any special, indirect, incidental or consequential damages arising out of or connected with this Agreement or the Certificates, regardless of the nature of any claim, nor shall Buyer's damages in any event exceed the amount of the purchase price of the Certificates.