TERMS & CONDITIONS OF SERVICE

You ("you" or the "User") are about to view a website (the "Website") hosted by Activa, LLC ("we", "our" or "us"). The Website provides general information regarding our stored value cards and other products and services offered by us. We may change or add to any or all of the information provided on the Website at any time without notice. We may refuse to provide access to the Website to any person or entity in our sole discretion. We may cancel your access with or without cause at any time, including, without limitation, if you have violated these Terms of Service, or we determine that you are not authorized to access the Website. You should read them carefully and check for the most current version at http://www.activacard.com/.

We do not provide hardware, software, equipment or systems to any User to connect to or access the Internet, and all such hardware, software, equipment and systems shall remain the sole responsibility of the User.

Terms of Service Last Revised: July 24, 2007.

1. CONDITIONS OF USE

By accessing the Website, you represent to us and agree that you are 18 years of age or older. If we have reason to believe that you are not, we may suspend or terminate your ability to access the Website.

You agree that you may access the Website only as long as you comply with these Terms of Services. We may amend or supplement these Terms of Services from time to time in our sole discretion without prior notice. Changes are effective upon posting, and we encourage you to frequently review these Terms of Service for any changes.

You agree not to reproduce, duplicate, copy, sell, resell or exploit for any commercial purposes, any portion of the Website, including any material published on the Website. You also agree not to link the Website to your website without our prior written consent.

You agree not to transmit to the Website any pornographic, obscene, profane, defamatory, libelous, threatening, unlawful or other material which could constitute or encourage conduct that would be considered a criminal offense, give rise to civil liability or otherwise violate any law or regulation. We do not in the ordinary course pre-screen or monitor content of the Website or public areas, nor on-line postings or other communications. However, we reserve the right, but not the obligation, to determine in our sole discretion what is and is not acceptable content on the Website or in any other communication or posting made in connection the Website, to limit placement of any content on the Website or on any other area provided in connection therewith, to remove, alter or block access to any content immediately and without prior notice, to determine in our sole and absolute discretion what is and is not an appropriate conduct and use of the Website, and to cease providing or bar access to the Website to any User at any time, for any reason or for no reason, without prior notice. We reserve the right, but not the obligation, to monitor and investigate complaints regarding any of the foregoing, and you agree to cooperate fully with us in providing access and information as may be requested at any time and from time to time. You agree that any reservation of rights by us imposes no obligation of any kind on us to take any of the foregoing actions and we and all parties involved in creating, producing or delivering the Website, assume no responsibility or liability which may arise from the content thereof, including but not limited to claims for defamation, libel, slander, obscenity, pornography, profanity, or misrepresentation. Additionally, we may terminate or suspend your access to all or part of the Website, without notice, for any conduct that we, in our sole discretion, believe is in violation of any applicable law or is harmful to our interests, another user, a third-party provider, merchant, sponsor or service provider.

Currently, backup services are provided to assist in the protection of content from loss. However, we do not warrant or guarantee the integrity or security of the Website or the content, information or data transmitted through or contained on any portion of the Website. Content and data on the Website may be subject to loss, alteration, corruption or destruction, and we shall have no responsibility therefore.

2. PROPRIETARY RIGHTS

We and/or our licensors own (a) the content contained in or presented through the Website by us or by third parties engaged by us (including, without limitation, text, music, sound, photographs, graphics, video, page layout, and design), (b) the software, hardware, files, processes, systems, databases and tools used or provided by us or by third parties engaged by us to provide the Website, (c) other tangible and intangible personal property relating to the Website, including, without limitation, the domain names, IP numbers and addresses that may be used by us in providing the Website, and (e) the trade names, trade marks, service marks, copyrights, patents, inventions, trade secrets, know-how and other intellectual property rights relating to the foregoing ("Intellectual Property").

These Terms of Service do not constitute a license to you or any other person to use any Intellectual Property, except that you may access the content that we make available to you solely for your personal use. You agree that you will not, and that you will not permit any person or entity to, copy, revise, alter, modify, decompile, reverse engineer, assemble, or attempt to discover, nor sell, assign, sublicense, encumber, or otherwise transfer any interest in, any Intellectual Property. Property, including, without limitation, any object code, source code, underlying processes or algorithms contained therein, other than as is permitted by us in writing.

From time to time, we may permit you to submit additional content to a website to any "public areas" provided as part of the Website, subject to these Terms of Service (including, without limitation, the Rules). "Public areas" are areas where you may submit content for viewing by others and where others may submit content for viewing by you, such as news items, chat rooms or bulletin boards, whether or not access to such areas is restricted. You are responsible for such content and for postings, email and other communications transmitted or posted by you using the Website. By creating, posting or submitting content on the Website or any public area, or permitting others to do the same, you represent and warrant that the content complies with these Terms of Service, and grant to us and our affiliates a worldwide, perpetual, irrevocable, royalty-free, sub licensable (through multiple tiers) non-exclusive right and license to exercise all rights with respect to the content submitted, created or posted in any public area, and to cache, backup and otherwise use all such content, in order to provide the Website. You agree that such caching, backup and other use is not an infringement of any of your intellectual property rights or any third party's intellectual property rights.

You agree that we may preserve or disclose content if required to do so by law or regulation or in the good faith belief that disclosure is reasonably necessary to: (i) comply with legal process; (ii) enforce the Terms of Service; (iii) respond to claims that any content violates the rights of third parties; (iv) protect the rights, property, or personal safety of us, other Users or the public; or (v) provide the Website.

3. THIRD PARTY DEALINGS

Links to other websites or resources may be provided by us or third parties for your convenience. You agree that we are not responsible for, nor have we developed or reviewed the ever-changing and updated content at those sites. We make no guarantees, representations or warranties as to, and shall have no liability for, any electronic content, advertising, products or materials delivered on any third party website, including, without limitation, the accuracy, subject matter, quality or timeliness of such electronic content. The fact that we may be linked to other websites does not constitute an endorsement, recommendation, association, sponsorship or affiliation with the linked website, unless specifically stated herein. Your linking to any other off-website pages or other websites is at your own risk.

If you acquire goods or services from a third party, whether or not the goods or services are used as part of or found through the Website, you agree that your business dealings with that third party are solely between you and the third party. We have no liability for any reason connected with such third party or the goods or services acquired, including, without limitation, complaints or claims concerning failure to perform, defects in goods or services or otherwise.

4. DISCLAIMERS AND LIMITATIONS

USE OF THE WEBSITE IS ON AN "AS IS" BASIS AND ON AN "AS AVAILABLE" BASIS. WE MAKE NO, AND TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW HEREBY DISCLAIM ANY AND ALL, REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, OF ANY KIND OR NATURE WITH RESPECT TO THE WEBSITE, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. NEITHER WE, NOR ANY OTHER PERSON OR ENTITY INVOLVED IN CREATING, PRODUCING OR DELIVERING THE WEBSITE REPRESENTS OR WARRANTS THAT THE WEBSITE WILL BE TIMELY, UNINTERRUPTED OR ERROR FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SERVERS OR OTHER PROPERTY THAT ARE USED IN PROVIDING THE WEBSITE WILL BE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. WE HEREBY DISCLAIM ANY LIABILITY OR RESPONSIBILITY, ARISING OUT OF THE INACCURACY, ILLEGALITY, AND/OR INAPPROPRIATENESS OF ANY CONTENT PROVIDED TO YOU ON THE WEBSITE OR ANY PUBLIC AREA, THE DAMAGE, DESTRUCTION OR CORRUPTION OF ANY CONTENT OR OTHER DATA, OR THE USE OR MISUSE OF, OR INABILITY TO USE THE WEBSITE BY ANY PERSON OR ENTITY.

IN NO EVENT WILL WE NOR ANY OTHER PERSON OR ENTITY INVOLVED IN CREATING, PRODUCING OR DELIVERING THE WEBSITE BE LIABLE FOR ANY INDIRECT, SPECIAL, OR CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOST PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES (EVEN IF WE HAVE BEEN NOTIFIED OF THE POSSIBILITY OF SUCH LOSSES) ARISING OUT OF OR RELATED TO THE WEBSITE.

Under no circumstances will we be liable for failure or delay in connection with the Website if the failure or delay is due to circumstances beyond our control including, without limitation, acts of any governmental body, terrorism, war, insurrection, sabotage, embargo, fire, flood, strike or other labor disturbance, interruption of or delay in transportation, unavailability of, interruption or delay in telecommunication or third party services (including DNS propagation), failure of third party software or hardware, or inability to obtain raw materials, supplies, or power used in equipment needed for the provision of services.

You agree that any claim or cause of action which you may have arising out of a claim related to these Terms of Service or use of the Website must be filed within one (1) year after such claim or cause of action arises, or the claim or cause of action will forever be barred.

5. INDEMNIFICATION

You agree to indemnify and hold harmless us and our parents, subsidiaries, affiliates, officers, members, employees and representatives from any and all claims, liability and expenses (including without limitation, reasonable attorneys fees) arising out of or related to your use of the Website, your breach of any provision of these Terms of Service, or any content posted or transmitted by you through the use of the Website. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, which shall not excuse your indemnity obligations.

6. TRADEMARKS

The trademarks, service marks and logos shown on the Website (collectively, the "Marks"), including the Activa trademark are trademarks of Activa, LLC. Other third parties' trademarks may also appear on the Website. The Marks may also appear on other portions of the Website. By accessing the Website you acknowledge and agree that you may not use the Marks or third parties' trademarks without our prior written permission or the applicable third party. Any unauthorized use of these materials or the Marks may subject you to penalties or damages, including but not limited to those related to violation of trademarks, copyrights, privacy, and publicity rights.

7. COPYRIGHTS AND INFRINGEMENT CLAIMS

We respect the intellectual property rights of others. We will process and investigate notices of alleged infringement of intellectual property rights related to the Website, and will respond appropriately. As appropriate, we will move expeditiously to remove or disable access to material claimed to be infringing or claimed to be the subject of infringing activity. We will terminate access to Users who are repeat infringers. Notices of claimed infringement should be directed to us at legal@activacard.com and:

  1. identify the material on the Website that you believe infringes your work, with enough detail so that we may locate it on the Website;
  2. provide your address, telephone number and email address;
  3. provide a statement that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law;
  4. provide a statement that (i) the information you have provided to us is accurate, and (ii) you are the owner of the copyright interest involved or you are authorized to act on behalf of that owner; and
  5. provide your physical or electronic signature.

8. GENERAL PROVISIONS

These Terms of Service constitute the entire agreement between you and us concerning your use of the Website and the relationship between you and us, and supersede any prior or contemporaneous oral or written communications, representations or understandings concerning the subject matter. In addition, we may have entered into separate agreements with less than all Users. If you are not a party to any such agreement, then you agree that you are not subject to it, are not entitled to enforce it, and are not a third party beneficiary of it. You agree that you are not relying on any representation, warranty, guarantee or statement of any kind or nature made by us or anyone on our behalf except as set forth in these Terms of Service. If any provision of the Terms of Service is held invalid or unenforceable, the remaining provisions will remain in effect.

No waiver of any breach or failure or delay in exercising any right, power or remedy of any provision of these Terms of Service shall constitute a waiver of the same or any other provision hereof with respect to prior, concurrent or subsequent occurrences and no waiver shall be effective unless made in writing and signed by an authorized representative of the party against whom such waiver is sought. These Terms of Service, and any dispute arising pursuant to these Terms of Service or the Website shall be governed by the laws of the State of Florida, exclusive of its provisions regarding conflicts of law. Any action relating to these Terms of Service or the Website must be brought in Miami-Dade County, Florida, and both parties irrevocably consent to the jurisdiction of the state and federal courts located in Miami-Dade County, Florida. If you access the Website from a location other than the State of Florida, you are responsible for compliance with any other law applicable to you. We make no representation that the materials contained within the Website are appropriate for locations outside the State of Florida. Any and all information contained in the Website applies only to those provided or offered within the State of Florida. Please exit the Website if you live in a jurisdiction where the Website is not permitted.

Titles and headings are included solely for convenient reference and are not part of these Terms of Service. You may not assign any of your rights or obligations (in whole or in part) without our prior written consent, which we may withhold, in our sole discretion. We may assign our rights and obligations under these Terms of Service without your prior written consent.

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