TERMS OF USE

BY USING THE SITE (AS DEFINED BELOW) YOU AGREE TO BE BOUND BY THIS Terms of Service Agreement (this "Agreement"). Please carefully read this Agreement as it affects your legal rights. THIS AGREEMENT INCLUDES resolution of disputes by arbitration instead of in court. IF YOU DON'T AGREE WITH THESE TERMS OF SERVICE, DO NOT USE THE SITE OR ITS SERVICES (AS DEFINED BELOW).

This Agreement is between you ("you") and OnSale, LLC ("OnSale", "we", "us") concerning your use of the online site currently located at www.onsale.com (together with any successor site(s) and all Services (as defined below), the "Site").

1. Acceptance of Terms. The Site is made available by OnSale pursuant to the terms and conditions of this Agreement. Your use of the Site (as defined below) constitutes your acceptance of this Agreement. We reserve the right to update or make changes to this Agreement from time to time in our sole discretion, which changes we may provide to you by any reasonable means, including without limitation, by posting the revised version of this Agreement on the Site. You can determine when this Agreement was last revised by referring to the "LAST UPDATED" legend at the top of this Agreement. Your use of the Site following changes to this Agreement will constitute your acceptance of those changes; provided, however, any material change to this Agreement shall not apply retroactively to (a) any claim or dispute between you and us in connection with this Agreement that arose prior to the "LAST UPDATED" date, or (b) any Coupon (as defined below) purchased prior to the "LAST UPDATED" date. When using any Services (as defined below), you agree that you are subject to any additional posted guidelines, rules, terms and conditions applicable to such Services, which are hereby incorporated by reference into this Agreement.

We reserve the right, at any time and from time to time, temporarily or permanently, in whole or in part, to: modify or discontinue the Site, with or without notice; charge fees in connection with the use of the Site; modify and/or waive any fees charged in connection with the Site; and/or offer opportunities to some or all users of the Site. You agree that neither we nor any of our affiliates (collectively, "Affiliated Entities") shall be liable to you or to any third party for any modification, suspension or discontinuance of the Site, in whole or in part, or of any Service, content, feature or product offered through the Site. Your continued use of the Site after such changes will indicate your acceptance of such changes.

2. Jurisdictional Issues. The Site is controlled and operated by OnSale from the United States, and is not intended to subject OnSale to the laws or jurisdiction of any state, country or territory other than that of the United States. OnSale does not represent or warrant that the Site or any part thereof is appropriate or available for use in any particular jurisdiction other than the United States. In choosing to access the Site, you do so on your own initiative and at your own risk, and you are responsible for complying with all local laws, rules and regulations. We may limit the Site's availability, in whole or in part, to any person, geographic area or jurisdiction we choose, at any time and in our sole discretion.

3. Mandatory Arbitration. THIS SITE, OR THE PURCHASE OR SALE OF ANY PRODUCTS OR SERVICES (INCLUDING BUT NOT LIMITED TO COUPONS), WILL BE RESOLVED BY FINAL, BINDING ARBITRATION, INSTEAD OF IN COURT, except that (a) you may take claims to small claims court, if they qualify for hearing by such court, and (b) if you fail to timely pay amounts due, we may assign your account for collection and the collection agency may pursue such claims in court limited strictly to the collection of the past due debt and any interest or cost of collection permitted by law or the Agreement. This agreement to arbitrate extends to claims that you assert against other parties, including without limit Merchants (as defined in Paragraph 4), if you also assert claims against us in the same proceeding. THERE IS NO JUDGE OR JURY IN ARBITRATION, AND COURT REVIEW OF AN ARBITRATION AWARD IS LIMITED.

For all disputes, you must first send a written description of your claim to our Customer Service department. You can contact our Customer Service department by email (customercare@onsale.com) or U.S. Mail (OnSale, LLC 111 N. Canal Street, Suite 1551 Chicago, IL 60606). We each agree to negotiate in good faith to settle your claim or dispute. If we do not reach agreement within 30 days, you may pursue your claim in arbitration, or in small claims court as described above.

To pursue your claim in arbitration, you must serve our registered agent with an arbitration demand. Our registered agent, CT Corporation can be served at 208 South LaSalle Street, Suite 814, Chicago, IL, 60604. The arbitration will be administered by the American Arbitration Association ("AAA"). The AAA's Supplementary Procedures for Consumer-Related Disputes will apply, as modified by this Agreement. The AAA rules are available at www.adr.org or by calling 1-800-778-7879. You will pay your share of the arbitrator's fees except: (a) for claims less than $25, we will pay all arbitrators' fees; and (b) for claims between $25 and $1,000, you will pay $25 for the arbitrator's fee. You and we agree to pay our own other fees, costs, and expenses including those for counsel, experts, and witnesses.

You and we agree that this Agreement involves interstate commerce and, despite the choice of law provision in Paragraph 21, the Federal Arbitration Act and federal arbitration law govern arbitrations under the Agreement. An arbitrator may only award as much relief as a court having jurisdiction in the place of the arbitration, limited to the same extent that a court would limit such relief and consistent with the provisions of the Agreement, including the limitation of liability in Paragraph 18. An arbitrator may order injunctive or declaratory relief (so long as that injunctive or declaratory relief does not apply beyond your dealings with us) or summary judgment under applicable law. An arbitrator may not award relief in excess of or contrary to what this Agreement provides, except that the arbitrator may award on an individual basis damages required by statute and may order injunctive or declaratory relief pursuant to an applicable consumer protection statute.

CLASS ACTION WAIVER. YOU AND WE ACKNOWLEDGE AND AGREE THAT WE EACH WAIVE ANY RIGHT TO PARTICIPATION AS A PLAINTIFF OR AS A CLASS MEMBER IN A CLASS ACTION. Neither you nor we may be a representative of other potential claimants or a class of potential claimants in any dispute, nor may two or more individuals' disputes be consolidated or otherwise determined in one proceeding. This class action waiver applies if you bring your claim in arbitration and if you bring your claim in small claims court. IF A COURT OR ARBITRATOR DETERMINES THAT YOUR WAIVER OF YOUR ABILITY TO PURSUE CLASS OR REPRESENTATIVE CLAIMS IS UNENFORCEABLE, THE ARBITRATION AGREEMENT WILL NOT APPLY AND OUR DISPUTE WILL BE RESOLVED BY A COURT OF APPROPRIATE JURISDICTION OTHER THAN A SMALL CLAIMS COURT. SHOULD ANY OTHER PROVISION OF THIS ARBITRATION AGREEMENT BE DEEMED UNENFORCEABLE, THAT PROVISION SHALL BE REMOVED, AND THE AGREEMENT SHALL OTHERWISE REMAIN BINDING.

JURY TRIAL WAIVER. YOU AND WE ACKNOWLDGE AND AGREE THAT, if a claim proceeds in court rather than through arbitration, WE EACH WAIVE ANY RIGHT TO A JURY TRIAL.

4. Description of the Services. As part of the offerings on the Site, we provide users of the Site with access to a service that permits you to purchase Coupons ("Coupons") from third party merchants ("Merchants"). Each Coupon that you purchase can be used to purchase Promotional Products and Services (as hereinafter defined) from the Merchant that sold you the Coupon having a cash value equal to the amount that you paid for the Coupon. In addition, in connection with each Coupon that you purchase, you also will receive a promotional offer (each, a "Promotional Offer") for free from the applicable Merchant. The terms and conditions of the Promotional Offer shall be set forth in the "Promotional Offer" section of the corresponding Coupon. In most cases, the free Promotional Offer will allow you to use your corresponding Coupon during an applicable limited promotion period (the "Promotion Period") to purchase Promotional Products and Services having a value greater than the cash value of the corresponding Coupon (for example, equal to twice the cash value paid). The services and corresponding content offered by OnSale are collectively referred to as the "Services". As used in this Agreement, "Promotional Products and Services" means the products and services of the applicable Merchant specified in the Promotional Offer section of the corresponding Coupon.

5. Terms of Sale.

5.1 OnSale markets the Coupons and Promotional Offers of the Merchants and acts as an agent in marketing and selling such Coupons on behalf of Merchants. In each case, the Merchant is the sole and exclusive issuer of the Coupons and Promotional Offers and, as the issuer, the Merchant shall be fully responsible for performance of all obligations under the Coupons and Promotional Offers and any and all injuries, illnesses, damages, claims, liabilities and costs suffered by or in respect of a customer, caused in whole or in part arising from or related to the Merchant or its products and services, including without limit, any liability arising from or related to unredeemed or partially redeemed Coupons. You hereby knowingly and voluntarily waive and release OnSale, the Affiliated Entities and its and their respective employees, officers, directors, shareholders, agents, representatives, licensors, suppliers and service providers (collectively, all of the foregoing entities are the "OnSale Entities") from any and all claims, actions, suits, demands, injuries, illnesses, damages, liabilities and costs of any kind or nature whatsoever suffered by you and/or your family caused in whole or in part by any of Merchant and/or any Merchant's products and/or services, as well as for any liability arising from or related to the redemption or failure to redeem, in whole or in part, any Coupons.

5.2 You are required to create an account in order to purchase Coupons. An account is required so we can collect information to allow you to pay for your Coupons and provide you with easy access to print them, view your past purchases, and modify your preferences. By placing an order for a given Coupon, you make an offer to purchase such Coupon on the terms, restrictions and conditions associated with such Coupon as well as the terms and conditions set forth in this Section 4. Many Coupons require a minimum of similar Coupons to be sold before your offer can be accepted by the Merchant. Upon a Merchant's acceptance of your order, you will receive a confirmation of the sale and your credit card will be charged for the amount of the Coupon. We will notify you by email delivery of your Coupon when the Coupon is ready to be used.

5.3 The Merchant is solely responsible for its Coupons and all products and services purchased with such Coupons. Any and all questions, comments, problems, issues and/or other inquiries relating to any Coupon and/or any products and/or services purchased with such Coupon must be addressed to the applicable Merchant. Coupons do not expire and you may use such Coupons at any time during and after the applicable Promotion Period. By placing an order for a Coupon from a Merchant through OnSale, you are making an offer to purchase such Coupon from such Merchant on the following terms and conditions.

• Unless and only to the extent expressly set forth on the applicable Coupon, Coupons may not be combined with any other Coupons, third party certificates, coupons, or promotions.
• Unless and only to the extent expressly set forth on the applicable Coupon, Coupons may not be used for shipping or handling charges, taxes, tips or prior balances and may not be used to purchase other Coupons.
• The issuing of Merchant credit is at the sole discretion of the Merchant unless otherwise required by applicable law.
• Neither OnSale nor the Merchant is responsible for lost or stolen Coupons or Coupon reference numbers. You should protect your Coupons like cash as they are redeemable by the bearer.
• Reproduction, sale or trade of any Coupon is prohibited unless done so in compliance with applicable law.
• Any attempted redemption not consistent with these terms and conditions will render the Coupon null and void.
• Coupons are void to the extent prohibited by law.
• After the Promotion Period, the outstanding balance of your Coupon will be equal to the greater of (a) $0 and (b) the cash value you paid us for such Coupon less the value of the Promotional Products and Services purchased from the applicable Merchant during the Promotional Period using such Coupon. For example, you purchase a $50 Coupon and receive free of charge a Promotional Offer that entitles you to use your Coupon to purchase up to $100 of Promotional Products and Services from the applicable Merchant during the applicable Promotion Period (i.e., the Promotional Offer offers you an additional $50 in value). During the applicable Promotion Period, you use your Coupon to purchase $30 of Promotional Products and Services from this Merchant. Therefore, upon the expiration of this Promotion Period, your Coupon would have an outstanding balance of $20 because $50 (the cash amount paid) - $30 (the amount redeemed during the Promotion Period) is $20. If the amount redeemed during the Promotion Period is greater than the cash paid then the balance after the Promotion Period will be zero.
• You only may use your Coupons to purchase Promotional Products and Services and may not receive cash back for your Coupons.
• Unless and only to the extent expressly set forth on the applicable Coupon, you only may use one (1) Coupon per redemption and/or order.
• Unless and only to the extent expressly set forth on the applicable Coupon, Coupons from Restaurants may not be used to purchase alcoholic beverages and, any such use, shall be subject to compliance with applicable law. As used in this Agreement, "Restaurant" shall mean any Merchant whose primary business is the sale of food and beverages and is, in fact, making such food and beverages available to purchasers of Coupons.
• Unless and only to the extent expressly set forth on the applicable Coupon, Coupons from Restaurants only are valid for dine in purchases.
• All purchases of Coupons from Restaurants may have statutory limitations on the amount of the Coupon value that can be redeemed for alcoholic beverages. For example, for customers purchasing Coupons from Restaurants in Ohio, the redemption of the Coupon may be subject to the limitations imposed by Section 4301.22(G) of Title 43 of the Ohio Revised Code, which imposes a limitation of redeeming Coupons at restaurants that serve both food and alcoholic and intoxicating liquor beverages, such that the redemption of such Coupon can only be applied to alcoholic and intoxicating liquor beverages for up to 30% of the value of the Coupon. Compliance with state statutes or codes (for example, the Ohio Revised Code) is the responsibility of the Merchant. OnSale's sole role in the transaction is as a marketing agent for the Merchant Coupon, and the applicability and compliance with any relevant statute or code is solely determined and consummated by the Merchant, and OnSale has no role in such determination or action on the part of the Merchant.
• Any attempted redemption not consistent with these terms and conditions will render the Coupon null and void.

5.4 We may use third-party suppliers and service providers to enable e-commerce functionality on our Site. If you wish to purchase a Coupon from a Merchant through the Site (each such purchase, a "Transaction"), you may be asked to supply certain information relevant to your Transaction, including without limitation your credit card number, the expiration date of your credit card, your billing address, and your shipping information. YOU REPRESENT AND WARRANT THAT YOU HAVE THE LEGAL RIGHT TO USE ANY CREDIT CARD(S) UTILIZED IN CONNECTION WITH ANY TRANSACTION. By submitting such information, you grant OnSale the right to provide such information to third parties for purposes of facilitating the completion of Transactions initiated by you or on your behalf. You agree to pay all charges that may be incurred by you or on your behalf through the Site, at the price(s) in effect when such charges are incurred, including without limitation all shipping and handling charges. In addition, you remain responsible for any taxes that may be applicable to your Transactions. Verification of information may be required prior to the acknowledgment or completion of any Transaction.

6. Information Submitted Through the Site. Your submission of information through the Site is governed by OnSale's Privacy Policy, which is located at www.onsale.com (the "Privacy Policy"), which is hereby incorporated into this Agreement by this reference. You represent and warrant that any information you provide in connection with your use of the Site is and shall remain true, accurate, and complete, and that you will maintain and update such information regularly. You agree that if any information you provide is false, inaccurate, obsolete or incomplete, we may terminate your use of the Site and/or any of the Services.

7. Rules of Conduct. While using the Site and/or Service, you will comply with the term and conditions of this Agreement and all applicable laws, rules and regulations. In addition, we expect users of the Site to respect the rights and dignity of others. Your use of the Site and Service is conditioned on your compliance with the rules of conduct set forth in this section; your failure to comply with such rules may result in termination of your access to the Service as well as the Site pursuant to Section 19 below. You agree that you will not:

• Post, transmit, or otherwise make available, through or in connection with the Site:
  • Anything that is or may be (a) threatening, harassing, degrading, hateful or intimidating; (b) defamatory; (c) fraudulent or tortious; (d) obscene, indecent, pornographic or otherwise objectionable; or (e) protected by copyright, trademark, trade secret, right of publicity or other proprietary right without the express prior consent of the owner of such right.
  • Any material that would give rise to criminal or civil liability; that encourages conduct that constitutes a criminal offense; or that encourages or provides instructional information about illegal activities or activities such as "hacking," "cracking," or "phreaking."
  • Any virus, worm, Trojan horse, Easter egg, time bomb, spyware, or other computer code, file, or program that is harmful or invasive or is intended to damage or hijack the operation of, or to monitor the use of, any hardware, software or equipment.
  • Any unsolicited or unauthorized advertising, promotional material, "junk mail," "spam," "chain letter," "pyramid scheme" or investment opportunity, or any other form of solicitation.
  • Any material, non-public information about a company without the proper authorization to do so.
• Use the Site for any fraudulent or unlawful purpose.
• Use the Site to defame abuse, harass, stalk, threaten or otherwise violate the legal rights of others, including without limitation others' privacy rights or rights of publicity, or harvest or collect personally identifiable information about other users of the Site.
• Impersonate any person or entity, including without limitation any representative of OnSale; falsely state or otherwise misrepresent your affiliation with any person or entity in connection with the Site; or express or imply that we endorse any statement you make.
• Interfere with or disrupt the operation of the Site or the servers or networks used to make the Site available; or violate any requirements, procedures, policies or regulations of such networks.
• Restrict or inhibit any other person from using the Site (including without limitation by hacking or defacing any portion of the Site).
• Use the Site to advertise or offer to sell or buy any goods or services without OnSale's express prior written consent.
• Reproduce, duplicate, copy, sell, resell or otherwise exploit for any commercial purposes, any portion of, use of, or access to the Site.
• Use this Site to advertise or perform any commercial, religious, political or non-commercial solicitation, including, but not limited to, the solicitation of users of this Site to become users of other on- or offline services directly or indirectly competitive or potentially competitive with OnSale.
• Modify, adapt, translate, reverse engineer, decompile or disassemble any portion of the Site.
• Remove any copyright, trademark or other proprietary rights notice from the Site and/or materials originating from the Site.
• Frame or mirror any part of the Site without OnSale's express prior written consent.
• Create a database by systematically downloading and storing content from the Site.
• Use any robot, spider, site search/retrieval application or other manual or automatic device to retrieve, index, "scrape," "data mine" or in any way gather content from the Site or reproduce or circumvent the navigational structure or presentation of the Site without OnSale's express prior written consent. Notwithstanding the foregoing, OnSale grants the operators of public search engines permission to use spiders to copy materials from the Site for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices, but not caches or archives of such materials. OnSale reserves the right to revoke these exceptions either generally or in specific cases.

8. Products, Services and Specifications. Descriptions and images of, and references to, the products or services of Merchants available in connection with the Site (including through the purchase of Coupons) do not imply OnSale's endorsement of such Merchant products or services. If you have any questions regarding or issues in connection with such products and services, please contact the applicable Merchant directly. All descriptions, images, references, features, content, specifications, products and prices of products and services described or depicted on or through the Site (including on any Coupon), are subject to change at any time without notice. Certain weights, measures and similar descriptions are approximate and are provided for convenience purposes only. We make all reasonable efforts to accurately display the attributes of products and services available in connection with a Coupon, including the applicable colors; however, the actual color you see will depend on your computer system, and we cannot guarantee that your computer will accurately display such colors. The inclusion of any products or services in a Coupon offer through the Site at a particular time does not imply or warrant that these products or services will be available at any time. It is your responsibility to ascertain and obey all applicable local, state, federal and international laws (including minimum age requirements) in regard to the possession, use and sale of any Coupon purchased from this Site (or products and services related thereto). By purchasing a Coupon, you represent that the products and services related thereto will be used only in a lawful manner. OnSale reserves the right, with or without prior notice, to limit the available quantity of or discontinue any Coupon; to honor, or impose conditions on the honoring of, any Coupon; to bar any user from making any or all Transaction(s); and/or to refuse to provide any user with any Coupon. Refunds and exchanges will be subject to OnSale's refund and exchange policies then in effect.

9. Accuracy of Information. We attempt to ensure that information on this Site (including on or regarding any Coupon) is complete, accurate and current. Despite our efforts, such information may occasionally be inaccurate, incomplete or out of date. We make no representation as to the completeness, accuracy or currentness of any information on this Site (including on or regarding any Coupon). For example, products or services available through the purchase of a Coupon may be unavailable, may have different attributes than those listed, or may actually carry a different price than that stated on this Site. If you have any questions regarding or issues in connection with such products and services, please contact the applicable Merchant directly. In addition, we may make changes in information about price and availability of a Coupon without notice. While it may at any time be our practice to confirm orders by email, the receipt of an email order confirmation does not constitute our acceptance of an order or our confirmation of an offer to sell a product or service. We reserve the right, without prior notice, to limit the order quantity on any Coupon and/or to refuse service to any customer. We also may require verification of information prior to the acceptance and/or shipment of any order.

10. Registration; User Names and Passwords. You may be required to register with OnSale in order to access certain Services or areas of the Site (including, without limitation, to purchase Coupons). With respect to any such registration, we may refuse to grant you, and you may not use, a user name (or e-mail address) that is already being used by someone else; that may be construed as impersonating another person; that belongs to another person; that personally identifies you; that violates the intellectual property or other rights of any person; that is offensive; or that we reject for any other reason in our sole discretion.

Your user name and password are for your personal use only, and not for use by any other person. You are responsible for maintaining the confidentiality of any password you may use to access the Site, and agree not to transfer your password or user name, or lend or otherwise transfer your use of or access to the Site, to any third party. You are fully responsible for all interaction with the Site that occurs in connection with your password or user name (including, without limitation, all Transactions). You agree to immediately notify OnSale of any unauthorized use of your password or user name or any other breach of security related to your account or the Site, and to ensure that you "log off"/exit from your account with the Site (if applicable) at the end of each session. We are not liable for any loss or damage arising from your failure to comply with any of the foregoing obligations.

11. Forums. OnSale may make available through the Site services (for example, message boards, chat rooms and/or other communication forums) (each, a "Forum") to which you are able to post information and materials. Please note that any information, text and images posted or disclosed by you on or through such Forums becomes public information, and may be available to visitors to the Site and to the general public. You acknowledge that any communication or material you transmit to the Site, such as questions, comments, suggestions or the like, will be treated as non-confidential and nonproprietary. OnSale neither endorses nor is responsible for any opinion, advice, information, or statement made or displayed on the Site or Forums by third parties, whether such third parties are users of the Site, members of the OnSale community, or otherwise. The opinions expressed in the Forums reflect solely the opinion(s) of the Site users and may not reflect the opinion(s) of OnSale. We are not responsible for any errors or omissions in any postings, for hyperlinks embedded in messages, or for any results obtained from the use of such information or any other postings. It is your responsibility to evaluate the accuracy, completeness or usefulness of any information, opinion, advice or other content available through the Site. Under no circumstances will any or all of the OnSale Entities be liable for any loss or damage caused by your reliance on such information obtained through the Site or a Forum.

12. License. For purposes of clarity, you retain ownership of any information, content and/or materials you submit through the Site or a Forum (each, a "Submission"). However, please note that we need certain rights to your Submissions to be able to make them available on the Site. As such, you hereby grant to the OnSale Entities a worldwide, non-exclusive, transferable, sublicensable (through multiple tiers), royalty-free, perpetual, irrevocable right and license, without compensation to you: to use, reproduce, distribute, adapt (including without limitation edit, modify, translate, and reformat), create derivative works of, transmit, publicly display and publicly perform such Submission, in any media now known or hereafter developed.

This license is non-exclusive (so you can license your Submissions to others), worldwide (as the Internet is global in its reach), fully paid-up and royalty-free (so that we do not have to pay you for posting your Submissions), sublicensable through multiple tiers (so that we can use our service providers and subcontractors to provide Services).

For each Submission, you represent and warrant that you have all rights necessary for you to grant the licenses granted in this section, and that such Submission, and your provision thereof to and through the Site, comply with all applicable laws, rules and regulations. You further irrevocably waive any "moral rights" or other rights with respect to attribution of authorship or integrity of materials regarding each Submission that you may have under any applicable law under any legal theory. We request this waiver to help ensure that we have all the rights we may need to provide the Services available through the Site.

13. Monitoring. You acknowledge and agree that we reserve the right (but have no obligation) to do any or all of the following, at our discretion: (a) monitor Submissions; (b) alter, remove, or refuse to post or allow to be posted any Submission; and/or (c) disclose any Submissions, and the circumstances surrounding their transmission, to any third party in order to operate the Site; to protect the OnSale Entities, and the Site's users and visitors; to comply with legal obligations or governmental requests; to enforce this Agreement; or for any other reason or purpose.

14. OnSale's Proprietary Rights. All content included on this Site, including, but not limited to, text, graphics, logos, button icons, images, audio and video files, and the compilation and arrangement of this content, and the information and materials made available through the Site, including the Services, are and shall remain the property of OnSale and its licensors and suppliers, and are protected by copyright, trademark, patent, and/or other proprietary rights and laws. Subject to your compliance with this Agreement, and solely for so long as you are permitted by OnSale to access and use the Site, you may view one (1) copy of any content on the Site to which we provide you access hereunder on any single computer solely for your personal, non-commercial home use, provided that you keep intact all copyright and other proprietary notices. If you download or print a copy of the Content for personal use, you must retain all copyright and other proprietary notices contained therein. Except as expressly authorized in advance by OnSale in writing, you agree not to reproduce, modify, rent, lease, loan, sell, distribute, or create derivative works based (whether in whole or in part) on, all or any part of the Site or any materials made available through the Site.

Trade names, trademarks and service marks of OnSale include without limitation, OnSale™ and any associated logos. All trademarks and service marks on the Site not owned by OnSale are the property of their respective owners. The trade names, trademarks and service marks owned by OnSale, whether registered or unregistered, may not be used in connection with any product or service that is not ours, in any manner that is likely to cause confusion. Nothing contained on the Site should be construed as granting, by implication, estoppel or otherwise, any license or right to use any of OnSale's trade names, trademarks or service marks without our express prior written consent.

15. Links. The Site may provide links to other web sites and online resources. Because OnSale has no control over such sites and resources, you acknowledge and agree that the OnSale Entities are not responsible for the availability of such external sites or resources, and the OnSale Entities neither endorse nor are responsible or liable for any content, advertising, products or other materials on or available through such sites or resources. Other web sites may provide links to the Site with or without our authorization. You acknowledge and agree that the OnSale Entities do not endorse such sites, and are not and shall not be responsible or liable for any links from those sites to the Site, any content, advertising, products or other materials available on or through such other sites, or any loss or damages incurred in connection therewith. OnSale hereby expressly disclaims any representations regarding the content or accuracy of materials on such third-party web sites.

YOU AGREE THAT YOUR USE OF THIRD PARTY WEB SITES AND RESOURCES, INCLUDING WITHOUT LIMITATION, YOUR USE OF ANY CONTENT, INFORMATION, DATA, ADVERTISING, PRODUCTS, OR OTHER MATERIALS ON OR AVAILABLE THROUGH SUCH WEB SITES AND RESOURCES, IS AT YOUR OWN RISK AND IS SUBJECT TO THE TERMS AND CONDITIONS OF USE APPLICABLE TO SUCH SITES AND RESOURCES.

OnSale shall have the right, at any time and in its sole discretion, to block links to the Site through technological or other means without prior notice.

16. Promotions. In addition to the terms and conditions of this Agreement, any contests, sweepstakes, surveys, games or similar promotions (collectively, "Promotions") made available through the Site may be governed by specific rules that are separate from this Agreement. By participating in any such Promotion, you will become subject to those rules, which may vary from the terms and conditions set forth herein. OnSale urges you to review any specific rules applicable to a particular Promotion, which will be linked from such Promotion, and to review our Privacy Policy which, in addition to this Agreement, governs any information you submit in connection with such activities. To the extent that the terms and conditions of such rules conflict with this Agreement, the terms and conditions of such rules shall control.

17. Disclaimer of Warranties. THE SITE AND ANY PRODUCTS OR SERVICES MADE AVAILABLE THROUGH OR IN CONNECTION WITH THE SITE (INCLUDING ALL COUPONS AND ALL PRODUCTS AND SERVICES REFERENCED ON COUPONS) ARE PROVIDED TO YOU "AS IS" AND "AS AVAILABLE" AND THE ONSALE ENTITIES DO NOT MAKE ANY WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY WITH RESPECT THERETO. THE ONSALE ENTITIES DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR FREE, NOR DO THEY MAKE ANY WARRANTY AS TO ANY RESULTS THAT MAY BE OBTAINED BY USE OF THE SERVICE.

YOU AGREE THAT YOU MUST EVALUATE, AND THAT YOU BEAR ALL RISKS ASSOCIATED WITH, THE USE OF THE SITE AND YOUR PURCHASE OF COUPONS, INCLUDING WITHOUT LIMITATION, ANY RELIANCE ON THE ACCURACY, COMPLETENESS OR USEFULNESS OF ANY MATERIALS AVAILABLE THROUGH THE SITE OR ON ANY COUPON. THE ONSALE ENTITIES DISCLAIM ALL WARRANTIES WITH RESPECT TO THE SITE AND ANY PRODUCT OR SERVICE (INCLUDING WITHOUT LIMITATION, COUPONS AND MERCHANT OR OTHER THIRD PARTY PRODUCTS AND SERVICES) OBTAINED THROUGH THE SITE, TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, INCLUDING THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT, AND TITLE.

18. Limitation of Liability. EXCEPT AS PROVIDED IN PARAGRAPH 3, THE ONSALE ENTITIES WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES OF ANY KIND, UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY, INCLUDING WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, USE, DATA, LOSS OF OTHER INTANGIBLES, LOSS OF SECURITY OF INFORMATION YOU HAVE PROVIDED IN CONNECTION WITH YOUR USE OF THE SITE, OR UNAUTHORIZED INTERCEPTION OF ANY SUCH INFORMATION BY THIRD PARTIES, EVEN IF ADVISED IN ADVANCE OF SUCH DAMAGES OR LOSSES. IN PARTICULAR, AND WITHOUT LIMITATION, THE ONSALE ENTITIES WILL NOT BE LIABLE FOR DAMAGES OF ANY KIND RESULTING FROM YOUR USE OF OR INABILITY TO USE THE SITE, FROM ANY CONTENT POSTED ON THE SITE BY ANY OF THE ONSALE ENTITIES OR ANY THIRD PARTY OR FROM YOUR PURCHASE OF A COUPON THROUGH THE SITE. YOUR SOLE AND EXCLUSIVE REMEDY FOR DISSATISFACTION WITH THE SITE IS TO STOP USING THE SITE. THE MAXIMUM LIABILITY OF THE ONSALE ENTITIES IN CONNECTION WITH A COUPON IS THE TOTAL AMOUNT PAID FOR SUCH COUPON AND TOTAL AGGREGATE LIABILITY FOR ALL DAMAGES, LOSSES AND CAUSES OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING WITHOUT LIMITATION NEGLIGENCE) OR OTHERWISE ARISING OUT OF OR RELATED TO THIS AGREEMENT, SHALL NOT EXCEED THE TOTAL AMOUNT, IF ANY, PAID BY YOU TO ONSALE DURING THE SIX MONTHS PRECEDING THE INITIATION OF ANY CLAIM.

While we try to maintain the integrity and security of the Site and the servers from which the Site is operated, we do not guarantee that the Site will be or remain secure, complete or correct, or that access to the Site will be uninterrupted. The Site may include inaccuracies, errors and materials that violate or conflict with this Agreement. Additionally, third parties may make unauthorized alterations to the Site. If you become aware of any unauthorized third party alteration to the Site, contact us at webmaster@onsale.com with a description of the material(s) at issue and the URL or location on the Site where such material(s) appear.

19. Indemnity/Release. You agree to defend, indemnify and hold harmless the OnSale Entities from and against all claims, losses, costs and expenses (including attorneys fees) arising out of or relating to (a) your use of, or activities in connection with, the Site (including all Transactions); (b) any products or services purchased by you in connection with the Site; or (c) any violation of this Agreement by you.

You are solely responsible for your interactions with Merchants and other Site users. OnSale has no control over the truth or accuracy of Coupons, the ability of Merchants to provide services or products, any dealings between you and Merchants, or any conduct or speech of any other Site user, whether online or offline. To the extent permitted by law, you hereby release and discharge the OnSale Entities from any claims, actions, causes of action, demands, losses, and damages (whether direct, indirect, special, incidental or consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such disputes or such dealings.

Without limiting the foregoing, you agree to expressly waive and relinquish all rights and benefits afforded by Section 1542 of the Civil Code of the State of California or any other similar state or federal statute, and do so understanding and acknowledging the significance and consequence of such a general waiver of rights afforded under Section 1542. Section 1542 states as follows:

"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 debtor."

This waiver shall be effective notwithstanding the discovery of any different or additional facts or matters related to any such claim.

20. Termination. This Agreement is effective until terminated. OnSale, in its sole discretion, may terminate your access to or use of the Site, at any time and for any reason, including if OnSale believes that you have violated or acted inconsistently with the letter or spirit of this Agreement. Upon any such termination, your right to use the Site will immediately cease. You agree that any termination of your access to or use of the Site may be effected without prior notice, and that OnSale may immediately deactivate or delete your password and user name, and all related information and files associated with it, and/or bar any further access to such information or files. You agree that the OnSale Entities shall not be liable to you or any third party for any termination of your access to the Site or to any such information or files, and shall not be required to make such information or files available to you after any such termination. Sections 2, 8, 10, 11, 12, 13, 14, 16, 17, 18, 19, 20, 21, 23, 24, 25, 26, 27 and 28 shall survive any expiration or termination of this Agreement.

21. Governing Law; Choice of Forum. This Agreement is governed by and shall be construed in accordance with the laws of the State of Illinois, U.S.A., without regard to its principles of conflicts of law. Any arbitration shall be conducted in your hometown area. If you or we pursue a claim in small claims court as permitted by Paragraph 3, you and we agree to exclusive jurisdiction of the small claims courts located in Cook County, Illinois U.S.A., and waive any jurisdictional, venue or inconvenient forum objections to such courts.

22. Contact Us. If you have any questions regarding the meaning of application of this Agreement, please direct such questions to customercare@onsale.com. Please note that e-mail communications will not necessarily be secure; accordingly you should not include credit card information or other sensitive information in your e-mail correspondence with us.

23. Filtering. Pursuant to 47 U.S.C. Section 230(d) as amended, we hereby notify you that parental control protections (such as computer hardware, software or filtering services) are commercially available that may assist you in limiting access to material that is harmful to minors. Information identifying current providers of such protections is available on the two web sites GetNetWise (http://kids.getnetwise.org/) and OnGuard Online (http://onguardonline.gov/). Please note that OnSale does not endorse any of the products or services listed at such site.

24. Notice for Florida Residents. Pursuant to Section 456.062 of Chapter 456 of Title 32 of the Florida Statutes, with respect to free, discounted fee, or reduced fee services, examinations, or treatments provided to a Florida resident by a health care practitioner licensed under chapter 458, chapter 459, chapter 460, chapter 461, chapter 462, chapter 463, chapter 464, chapter 465, chapter 466, chapter 467, chapter 478, chapter 483, part I of chapter 484, chapter 486, chapter 490, or chapter 491, of Title 32 of the Florida Statutes, the applies: THE PATIENT AND ANY OTHER PERSON RESPONSIBLE FOR PAYMENT HAS A RIGHT TO REFUSE TO PAY, CANCEL PAYMENT, OR BE REIMBURSED FOR PAYMENT FOR ANY OTHER SERVICE, EXAMINATION, OR TREATMENT THAT IS PERFORMED AS A RESULT OF AND WITHIN 72 HOURS OF RESPONDING TO THE ADVERTISEMENT FOR THE FREE, DISCOUNTED FEE, OR REDUCED FEE SERVICE, EXAMINATION, OR TREATMENT.

25. Notice for California Residents. Under California Civil Code Section 1789.3, California users are entitled to the following consumer rights notice: If you have a question or complaint regarding the Site, please send an e-mail to CUSTOMERCARE@ONSALE.COM You may also contact us by writing to 111 N. CANAL ST., SUITE 1551, CHICAGO, IL 60606 or by calling us at 1-888-760-0300. California residents may reach the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by mail at 1625 North Market Blvd., Sacramento, CA 95834, or by telephone at (916) 445-1254 or (800) 952-5210.

26. Forward-Looking Statements. Statements in any news release of OnSale, contained on the Site or communicated orally or in writing that concern OnSale or OnSale's management and that are not historical facts are "Forward-Looking Statements." Forward-Looking Statements include, without limitation, statements that (a) include the words "believes", "expects", "anticipates", "estimates" or words of similar importance or meaning with reference to OnSale or OnSale's management; (b) are specifically identified as forward-looking; (c) describe any of OnSale&'s plans, objectives or goals for future operations and products; or (d) concern the characteristics and growth of OnSale's markets or customers or OnSale's expected liquidity and capital resources. Forward-Looking Statements are only predictions involving important factors and risks that may cause actual results to differ materially from those discussed in any Forward-Looking Statement. Those important factors and risks include, without limitation, economic, competitive, governmental and technological factors affecting OnSale's operations, markets, products, services and prices. Important factors and risks are described in the current PC Mall, Inc. annual report filed with the SEC, and may be detailed from time to time in additional reports and other filings of PC Mall, Inc. filed with the SEC. Copies of the most recent reports and other filings of PC Mall can be accessed through the SEC EDGAR system located at www.sec.gov.PC Mall expressly disclaims any obligation or responsibility to update or revise or supplement any Forward-Looking Statement in any news release or generally to any extent.

27. Claims of Copyright Infringement. The Digital Millennium Copyright Act of 1998 (the "DMCA") provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under U.S. copyright law. If you believe in good faith that materials available on the Site infringe your copyright, you (or your agent) may send OnSale a notice requesting that OnSale remove the material or block access to it. If you believe in good faith that someone has wrongly filed a notice of copyright infringement against you, the DMCA permits you to send OnSale a counter-notice. Notices and counter-notices must meet the then-current statutory requirements imposed by the DMCA. See http://www.copyright.gov/ for details. Notices and counter-notices should be sent to: Attn: Legal Department, OnSale, LLC, 111 N. Canal St., Suite 1551, Chicago, IL 60606. Fax: 310-630-3480; e-mail: legal@onsale.com.

We suggest that you consult your legal advisor before filing a notice or counter-notice.

28. Ability to Enter Into This Agreement. By using the Site, you affirm that you are of legal age to enter into this Agreement or, if you are not, that you have obtained parental or guardian consent to enter into this Agreement.

29. Miscellaneous. This Agreement does not, and shall not be construed to, create any partnership, joint venture, employer-employee, agency or franchisor-franchisee relationship between you and OnSale. If any provision of this Agreement is found to be unlawful, void or for any reason unenforceable, that provision will be deemed severable from this Agreement and will not affect the validity and enforceability of any remaining provision. These Terms of Service apply equally and are for the benefit of the OnSale Entities, and each shall have the right to assert and enforce its provisions against you directly or on its own behalf. You may not assign, transfer or sublicense any or all of your rights or obligations under this Agreement without our express prior written consent. We may assign, transfer or sublicense any or all of our rights or obligations under this Agreement without restriction. No waiver by either party of any breach or default hereunder will be deemed to be a waiver of any preceding or subsequent breach or default. Any heading, caption or section title contained herein is inserted only as a matter of convenience, and in no way defines or explains any section or provision hereof. This, together with all policies referred to herein, is the entire Agreement between you and OnSale relating to the subject matter herein and supersedes any and all prior or contemporaneous written or oral agreements or understandings between you and OnSale relating to such subject matter. Notices to you may be made via posting to the Site, by e-mail, or by regular mail, in OnSale's discretion. The Site may also provide notices of changes to this Agreement or other matters by displaying such notices or by providing links to such notices. Without limitation, you agree that a printed version of this Agreement and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this Agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. OnSale will not be responsible for failures to fulfill any obligations due to causes beyond its control.

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