This Service Agreement (the "Agreement") governs your use of our internet-delivered services for displaying and providing links to content on “Pages” you maintain on Facebook, including access to Web-based reporting tools and other internet-delivered services that bMingle makes available to you from time to time (collectively, the “Services”). We provide the Services from our Web site with the primary home page www.bmingle.com (the “Site”). THIS AGREEMENT GOVERNS BOTH YOUR FREE TRIAL FOR THE SERVICES AND YOUR ONGOING, PAID USE OF THE SERVICES (IF ANY).

1. Acceptance of Agreement. This Agreement is between bMingle, LLC (“we,” “us,” or “bMingle”) and the individual or company that you identify when you register for the Services. YOU ARE ACCEPTING THIS AGREEMENT ON BEHALF OF THE COMPANY (OR LEGAL ENTITY) THAT YOU IDENTIFY IN THE REGISTRATION FORM ON OUR SITE. YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO BIND SUCH COMPANY OR ENTITY TO THE TERMS OF THIS AGREEMENT. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU OR YOUR COMPANY DOES NOT AGREE WITH THE TERMS OF THIS AGREEMENT, THEN NEITHER YOU NOR YOUR COMPANY HAS THE RIGHT TO USE THE SERVICES, AND YOU SHOULD NOT ACCEPT THIS AGREEMENT. THE TERMS “YOU” AND “YOUR,” WHEN USED BELOW, REFER TO THE COMPANY OR ENTITY INDICATED IN YOUR REGISTRATION. BY CHECKING THE “I ACCEPT” CHECKBOX AND INDICATING YOUR ACCEPTANCE OF THIS AGREEMENT, YOU AGREE TO ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT.

2. Modifications to Agreement. We may modify the terms and conditions of this Agreement at any time upon thirty (30) days’ notice to you of any changes that affect you. We will provide this notice via email to the email address you give us when you register for the Services. If you do not agree to the updated Agreement, you may terminate the Agreement by email notice in the manner described in Section 5.2 below. Your continued use of the Services after notice will constitute your acceptance of the modified Agreement.

3. Fees. There is no fee for access to the Services during the initial free trial period that we offer to you on the Site in connection with your registration (the “Free Trial Period”). Your Free Trial Period begins on the day you accept this Agreement. After the Free Trial Period, you agree to pay a monthly service fee in the amount indicated when you register for the Services (“Monthly Service Fee”), unless you notify us before the end of the Free Trial Period in accordance with Section 5.2. We may change the Monthly Service Fee from time to time upon 15 days’ notice to you. The Monthly Service Fee is payable in advance on the first day of each calendar month for as long as this Agreement remains in effect. The Monthly Service Fee for the first calendar month after your Free Trial Period ends are pro-rated based on the number of days remaining in such month, and are payable when your Free Trial Period ends.

4. Payment; Taxes. When you register for the Services, you will provide us with a valid, up-to-date credit card number or the other payment information we request as part of your registration. If you select a credit card as your payment method, you authorize us to charge your credit card for all Monthly Service Fees. We charge you for Monthly Service Fee in advance on the first day of each calendar month in accordance with Section 3. Each Monthly Service Fee is nonrefundable. You are responsible for maintaining up-to-date payment information on our Site. If we cannot charge your credit card for any Monthly Service Fee when due because your credit card payment information is no longer valid and up-to-date, or if we do not receive your payment when due through the alternative payment method you have selected, we will immediately terminate this Agreement and your right to access the Service will cease. The fees payable under this Agreement do not include local, state or federal taxes or duties of any kind; except for taxes based on our income or gross receipts, you will assume and pay all such taxes.

5. Term and Termination.

5.1 Term. This Agreement begins when you accept the Agreement and register for the Services (the “Effective Date”) and will remain in effect indefinitely unless earlier terminated in accordance with this Section.

5.2 Termination by You. You may terminate this Agreement at any time by giving us at least fifteen (15) days’ prior written notice of your non-renewal, which you may provide via email to support@bmingle.com. Such termination will be effective as of the end of the then-current calendar month (or, if your notice is given less than 15 days before the end of the current calendar month, at the end of the following month).

5.3 Termination by Us. We may terminate this Agreement at any time, for any reason, by giving you five (5) days’ written notice to the email address you provided when you registered for the Services. Our termination will be effective at the end of the then-current calendar month (or, if our notice is given less than 5 days before the end of the current calendar month, at the end of the following month). In addition, we may terminate this Agreement immediately and discontinue your access to the Services at any time, without any obligation to notify you in advance, if we cease providing the Services to all of our customers or if, in our reasonable judgment: (a) you are in breach of any material provision of this Agreement, (b) you misappropriate or infringe any of our intellectual property or proprietary rights, or (c) you fail to make a payment when due (e.g., because your payment information is out-of-date or invalid).

5.4 Effect of Termination. Upon expiration or termination of this Agreement for any reason: (a) bMingle will cease providing Services to you; (b) all rights and obligations under this Agreement will cease, except that Sections 3 and 4 (with respect to payments accrued but unpaid as of termination), 5.4, and 7 through 13 will survive such termination or expiration; (c) notwithstanding any term of a surviving section, you will have no further right to use or receive the Services; and (d) you will not be entitled to any refund of fees paid.

6. Permitted Use of Services; Restrictions. We will initially provision one username and password for you to access the Services via the Site. You are responsible for all use of the Services under your bMingle-authorized user accounts, and you agree to notify us of any unauthorized access to the Services of which you becomes aware. You may use the Services (including any data, reports and analytics obtained from the Services) only for your internal purposes to provide content to and communicate with end users on Facebook and to analyze use of your Pages on Facebook. You agree not to (a) “frame,” distribute, resell, or permit access to the Site or the Services; (b) use the Services other than in accordance with the instructions or documentation we provide and in compliance with all applicable federal, state, and local laws; (c) interfere with the Services or disrupt any other user’s access to the Services; (d) attempt to gain unauthorized access to the Services or the Site; (e) submit to the Services any content or data that is false, misleading, defamatory, threatening, offensive, or infringing of intellectual property rights, or that contains political campaigning, commercial solicitation, mass mailings, or any form of “spam”; (f) submit to the Services any routine, device or other undisclosed feature, including a so-called time bomb, virus, software lock, drop dead device, malicious logic, worm, Trojan horse or trap or back door or software routine, that is designed to delete, disable, deactivate, interfere with or otherwise harm any software, program, data, device, system or service, or which is intended to provide unauthorized access or to produce unauthorized modifications; or (g) use any robot, spider, data gathering, scraping or extraction tools, or similar mechanisms with respect to the Services (other than those made available or specifically authorized by us for use with the Services).

7. License to Your Materials. You hereby grant to us a license to use your Materials (as defined below) in connection with providing the Services, including the right to post and distribute such Materials on Facebook and the Site. “Materials” means your trademarks, logos and other content, in the form provided to us by you (with modifications as may be reasonably necessary for us to re-size or reformat such Materials for online display on Facebook or the Site). “Materials” includes any search terms or criteria that you submits to the Services. You represent that: (a) you have all necessary rights in the Materials to permit us to display them via the Services on Facebook; and (b) such Materials do not infringe any third party intellectual property right or defame or disparage any third party or third party product. You acknowledge that, once appearing on Facebook, your Materials may be subject to redistribution by Facebook or other Facebook users.

8. Ownership; Feedback. We (and our licensors) retain all right, title and interest in and to (a) the Services and the technology and software used to provide the Services, including all intellectual property and proprietary rights therein; and (b) as between the parties, any data or reports that you may obtain from the Services. You agree that all feedback, suggestions for enhancement or ideas that you provide to us concerning the Services (“Feedback”) will be owned by us without any obligation of compensation to you. Except for the rights to access the Services specifically granted in this Agreement, nothing in this Agreement licenses or transfers to anyone (including you) any of our intellectual property or other proprietary rights. You retain all right, title and interest in and to your Materials.

9. Confidentiality; Publicity. You agree not to disclose, duplicate, publish, release, transfer or otherwise make available our Confidential Information in any form to, or for the use or benefit of, any person or entity without our prior written consent. “Confidential Information” means any of our financial, technical, or business information that we designate as confidential at the time we disclose it to you, or that you reasonably should understand to be confidential based on the nature of the information or the circumstances surrounding its disclosure. The specific features of the Services, and any documentation we provide to you in connection with the Services, are our Confidential Information. Confidential Information does not include any information that: (i) is or becomes generally known to the public without breach of your confidentiality obligation under this Agreement; (ii) was independently developed by you without breach of your confidentiality obligation under this Agreement; or (iii) is received from a third party who obtained such Confidential Information without breach of any obligation owed to us. Neither we nor you may publicly announce the existence or terms of the parties’ relationship without the other party’s prior written consent (including via email). Notwithstanding the foregoing, we may add you to our customer list on the Site without such consent.

10. Disclaimer of Warranties. You acknowledge that, since the Services are delivered via the internet, the Services may experience periods of downtime, including scheduled maintenance. Further, the Services depend on the continued availability of Web sites, application programming interfaces (APIs) and content provided by third parties, and as such the Services may be suspended by third parties or experience periods of downtime or degraded functionality for reasons beyond the control of bMingle. In addition, Facebook may add or change features that permit Facebook users to block, filter, or limit features or functionality of certain of the Services, and in order to use the Services, you may be required to subscribe to services provided by other third party service providers. We have no control over or responsibility for such third party services, including Facebook’s. Finally, you acknowledge that we have no control over the interaction of Facebook users with your Facebook Pages, and agree that we will have no liability whatsoever for comments or content posted by Facebook end users on your Facebook Pages, whether or not in response to content delivered or hosted by the Services on such Facebook Pages. ACCORDINGLY, WE PROVIDE THE SERVICES “AS IS,” AND WE MAKE NO REPRESENTATION OR WARRANTY WITH RESPECT TO THE SERVICES, WHETHER EXPRESS OR IMPLIED. WE SPECIFICALLY DISCLAIM ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ACCURACY. WE DO NOT WARRANT THAT THE SERVICES WILL BE ERROR-FREE OR OPERATE WITHOUT INTERRUPTIONS OR DOWNTIME. YOUR SOLE REMEDY FOR ANY SUSPENSION, DISCONTINUATION, OR FAILURE TO PROVIDE THE SERVICES WILL BE TO TERMINATE THIS AGREEMENT.

11. Limited Liability; Exclusion of Certain Damages. IN NO EVENT WILL WE BE LIABLE UNDER THIS AGREEMENT, WHETHER UNDER CONTRACT, TORT, OR ANY OTHER THEORY OF LIABILITY, FOR (I) ANY AMOUNT IN EXCESS OF THE FEES ACTUALLY PAID TO US FOR THE THEN-CURRENT MONTH, OR (II) ANY INCIDENTAL, CONSEQUENTIAL, SPECIAL, INDIRECT, OR PUNITIVE DAMAGES, EVEN IF WE HAVE BEEN GIVEN ADVANCE NOTICE OF SUCH POSSIBLE DAMAGES.

12. Indemnification. You will defend, indemnify and hold us and our corporate affiliates, directors, officers, employees, successors, assigns and agents harmless from and against any loss, damage, settlement, penalty, cost, expense or any other liability (including but not limited to reasonable attorney fees and expenses) arising out of (a) any allegation or claim that, if true, would establish a breach by you of any your representations, warranties or covenants in this Agreement, or (b) any claim of intellectual property infringement by or based on your Materials.

13. General. Neither we nor you will be liable for delay or default under this Agreement if caused by conditions beyond our or your reasonable control (e.g., technology malfunctions or acts of God). This Agreement is governed by the internal laws of the State of Washington, without regard to its conflicts of law rules, and you hereby consent to the exclusive jurisdiction and venue in the state and federal courts located in Seattle, Washington for any dispute arising out of this Agreement. We may assign this Agreement to any third party acquiring all or substantially all of our assets or equity securities, without any requirement to obtain permission from you for such assignment; otherwise, neither we nor you may assign this Agreement to a third party without the written consent of the other in advance. This Agreement will bind and benefit the parties, their successors, and their permitted assigns. You and we are independent contractors to each other, and may not act on behalf of or bind the other. This Agreement, together with any pricing described on the Site and our Privacy Policy on the Site, represents the entire agreement between you and us with respect to the Services and the related matters described in this Agreement, and this Agreement supersedes any contemporaneous or prior agreements or communications regarding the Services.