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YEARBOOK MANAGEMENT SYSTEMS, LLC AND WWW.PURCHASEYOURYEARBOOK.COM
TERMS OF AGREEMENT

Welcome to Yearbook Management Systems, LLC (YMS) and the www.PurchaseYourYearbook.com Service Agreement. Www.PurchaseYourYearbook.com offers to Schools, Colleges, and Universities (hereafter, Schools) credit card transaction processing and payment gateway services, as well as a host of value added services, as more fully described herein and at www.PurchaseYourYearbook.com (the "Site"), as such descriptions may be changed by www.PurchaseYourYearbook.com from time to time (the "www.PurchaseYourYearbook.com Services"). In order for you, on behalf of your School (individually or collectively, "You" or "Your"), to obtain or continue using those certain www.PurchaseYourYearbook.com services, You must agree to and accept the terms and conditions of this agreement (the "Agreement"). The Agreement sets out the terms and conditions under which you may utilize the www.PurchaseYourYearbook.com Services.

By clicking on the "I AGREE" button You represent that You have reviewed and understand the Agreement and agree to be legally bound by all its terms and conditions.

NOW THEREFORE, You agree as follows:

1.       Your Capacity and Related Matters. By accepting the terms and conditions of this Agreement, You represent and warrant that (a) You are 18 years of age or older, (b) all information You have provided to www.PurchaseYourYearbook.com is true and correct in all respects. You further represent and warrant that You have the legal authority to accept the terms and conditions of this Agreement on behalf of Your School and that such acceptance will be binding on Your School. YMS and its website, www.PurchaseYourYearbook.com, reserves its right, in its sole discretion, to refuse to provide You with any www.PurchaseYourYearbook.com Service and terminate this Agreement, with or without notice.

2.       Undertakings of YMS and www.PurchaseYourYearbook.com (We)
2.1  www.PurchaseYourYearbook.com Grant. We hereby grant You a non-exclusive, royalty-free, fully-paid up right, during the Term, to use the www.PurchaseYourYearbook.com Services, subject to the restrictions herein and any other restrictions communicated by www.PurchaseYourYearbook.com to You, only as necessary to perform hereunder and for no other purpose.
2.2  www.PurchaseYourYearbook.com Services. We shall provide the www.PurchaseYourYearbook.com Services to You in all material respects in accordance with the terms and conditions of this Agreement and consistent with all applicable laws and regulations.

3.       Undertakings of You.
3.1 ID and Password. In connection with Your rights described in Section 2.1, www.PurchaseYourYearbook.com will issue to You, or permit You to continue using the ID and password given to You by www.PurchaseYourYearbook.com, to enable You and/or Your employees and agents to access Your account and use the www.PurchaseYourYearbook.com Services. You are solely responsible for maintaining adequate security and control of any and all IDs, passwords, or any other codes that are issued to You by www.PurchaseYourYearbook.com for purposes of giving You access to the www.PurchaseYourYearbook.com Services. We shall be entitled to rely on information We receive from You and may assume that all such information was transmitted by or on behalf of You. You shall comply with all www.PurchaseYourYearbook.com recommendations and notices regarding the security of your ID and password.
3.2  Compliance with Law and www.PurchaseYourYearbook.com Guidelines. In connection with the exercise of Your rights and obligations under this Agreement (including, without limitation, any related to individual privacy), You will comply, at Your own expense, with all laws, policies, guidelines, regulations, ordinances, rules applicable to You, Your business or the Transactions and/or orders of any governmental authority or regulatory body having jurisdiction over the subject matter hereof. In addition, You shall comply with all the current policies, procedures and guidelines of www.PurchaseYourYearbook.com governing the www.PurchaseYourYearbook.com Services, including, without limitation, www.PurchaseYourYearbook’s Privacy Policy,  incorporated herein by reference. The www.PurchaseYourYearbook.com Privacy Policy is available www.purchaseyouryearbook.com/privacy.html. You shall not use the www.PurchaseYourYearbook.com Services in any manner, or in furtherance of any activity that may cause YMS or www.PurchaseYourYearbook.com to be subject to investigation, prosecution, or legal action.
3.3  Value-Added Solutions and Services. In the event that You enroll in and/or utilize any of www.PurchaseYourYearbook.com's value-added services, You hereby acknowledge and agree to the terms and conditions contained in the appendix applicable to such service.
3.4 Product Procurement, Purchasing, Inventory, and Sales Responsibilities You are responsible for the ordering and distribution of all products sold on Your site. You are responsible for entering the correct information concerning Your School and the correct listing of all products. Furthermore, You are responsible for removing products offered for sale at appropriate times as determined by product availability.  All product quantities are the sole responsibility of the School. Each School must determine the appropriate number of items to be ordered, and shall not request nor receive advice from YMS or www. PurchaseYourYearbook.com on this matter.

3.5    Refunds You are responsible for the issuance of all refunds to customers via check or cash drawn from Your bank account or cash reserves.
3.6 Product Personalizations You are responsible for checking the validity and appropriateness, ,misspellings and  inappropriate language  of personalizations ordered on Your site. You are responsible for downloading and sending personalization reports to Your publishing facility.

4.       Data Privacy and Security.
4.1  YMS and www.PurchaseYourYearbook.com Obligations. Www.PurchaseYourYearbook.com will collect, retain, and disclose information and data collected from You and your customers (including data associated with the www.PurchaseYourYearbook.com Services) in accordance with www.PurchaseYourYearbook.com's Privacy Policy. You hereby consent, as a condition of Your enrollment in and use of the www.PurchaseYourYearbook.com Services, to the collection, use, processing and transfer of personal data as described in this paragraph and www.PurchaseYourYearbook.com's Privacy Policy. You understand that www.PurchaseYourYearbook.com will collect and hold personal or non-public information about You, including but not limited to: Your name, address, telephone number, e-mail address, and tax identification number, for the purpose of considering eligibility for the www.PurchaseYourYearbook.com Services as well Your customers' names, mailing & shipping addresses, email addresses, phone number, dollar amount of purchases, types of purchases and descriptions of purchases for the purpose of providing You with the www.PurchaseYourYearbook.com Services ("Data"). You further understand and agree that www.PurchaseYourYearbook.com, its subsidiaries, suppliers and/or their agents/contractors may transfer Data among themselves as necessary for the purpose of the provision and management of the www.PurchaseYourYearbook.com Services.
4.2  Data Security. While www.PurchaseYourYearbook.com uses commercially reasonable efforts to safeguard Date and Transaction data transmitted while using the Service, www.PurchaseYourYearbook.com does not warrant that Data and Transaction data will be transported without unauthorized interception or modification or that your account and Your Data will not be accessed or compromised by unauthorized third parties (e.g., hackers). You agree that you will comply with all www.PurchaseYourYearbook.com security protocols and security advisories in effect during the term of this Agreement. You are solely responsible for verifying the accuracy and completeness of all transactions submitted and processed by www.PurchaseYourYearbook.com associated with Your account. You acknowledge that YMS and www.PurchaseYourYearbook.com shall not be liable for any improperly processed or unauthorized Transactions or illegal or fraudulent access to Your account or Your Data. YMS and www.PurchaseYourYearbook.com's liability for improperly processed or unauthorized Transactions solely attributable to the negligence of www.PurchaseYourYearbook.com is limited pursuant to Section 12. You will (i) comply with all then current legal obligations and guidelines, including without limitation those issued by Credit Card Associations and the Federal Trade Commission, associated with the collection, security and dissemination of Data on Your website.
4.3  Data Retention. You are solely responsible for compiling and retaining permanent records of all Transactions and other Data for Your reference. Except as otherwise provided herein, at no time shall YMS or www.PurchaseYourYearbook.com have an obligation to store, retain, report or otherwise provide any copies of or access to any records of Transactions or Data collected or processed by www.PurchaseYourYearbook.com.

5.       Fees. YMS and www.PurchaseYourYearbook.com acknowledge that there will be no sign-up fees associated with obtaining a www.PurchaseYourYearbook account. You acknowledge and agree that www.PurchaseYourYearbook.com will charge a 7.75% convenience fee to each customer's order based upon the total amount of each order placed via www.PurchaseYourYearbook.com website.

6.       Payment Terms.
YMS agrees to issue net proceeds checks every thirtry (30) days beginning on the date Your account is processed and verified for use. Net proceeds checks will be issued and mailed to the payee designated on your Account Information Form. You are solely responsible for updating and accuracy of Your  Account Information at the www.PurchaseYourYearbook.com website. This authorization is to remain in full force and effect until www.PurchaseYourYearbook.com has received written notification from You of Your termination in such time and manner as to afford www.PurchaseYourYearbook.com, its accounts payable personnel, and its accounting firm, a reasonable opportunity to act on it. If Your designated payee changes, You shall promptly provide www.PurchaseYourYearbook.com with written notice of all changes necessary to your existing Account Information Form.

7.       Term. This Agreement shall commence on the date You accept this Agreement and remain in full force and effect until terminated pursuant to Section 8.

8.       Termination and Suspension.
8.1 Termination At Will. Either party may terminate this Agreement at any time and for any reason by providing the other party with at least thirty (30) days prior written notice. You acknowledge that www.PurchaseYourYearbook.com may immediately terminate this Agreement as a result of a Force Majeure Event as described in Section 13.10 or other events or occurrences as set forth in this Agreement.
8.2 Termination for Cause. In addition to any other termination rights granted by this Agreement, either party may terminate this Agreement on ten (10) days written notice for breach by the other party of its obligations hereunder unless such breach is cured within such ten (10) day period.
8.3  Effect of Termination. Upon termination of the Term for any reason, all rights and obligations of the parties under this Agreement shall be extinguished, except that: (a) all accrued payment obligations hereunder shall survive such termination.

9.       Intellectual Property.
9.1 www.PurchaseYourYearbook.com. The parties agree that www.PurchaseYourYearbook.com owns and retains all right, title and interest in and to the www.PurchaseYourYearbook.com Marks, www.PurchaseYourYearbook.com Services and any related technology utilized under or in connection with this Agreement, including but not limited to all intellectual property rights associated therewith. No title to or ownership of any of the foregoing is granted or otherwise transferred to You or any other entity or person under this Agreement. You will not reverse engineer, disassemble, decompile or otherwise attempt to discover the source code or trade secrets for any of the www.PurchaseYourYearbook.com Services or related technology.
9.2 www.PurchaseYourYearbook.com Marks License. Subject to the terms and conditions contained herein, www.PurchaseYourYearbook.com hereby grants to You the right to use, reproduce, publish, perform and display the Www.PurchaseYourYearbook.com Marks (as defined on Exhibit A attached hereto): (a) on Your web site in connection with Your offering of payment options to Your customers; and (b) in promotional and marketing materials and electronic and printed advertising, publicity, press releases, newsletters and mailings about or related to any of the www.PurchaseYourYearbook.com Services.

10.    Representations and Warranties.
10.1 Mutual Warranties. Each party represents and warrants to the other that (a) it has all necessary right, power and ability to execute this Agreement and to perform its obligations therein; (b) no authorization or approval from any third party is required in connection with such party's execution, delivery or performance of this Agreement, (c) this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms, (d) the party's obligations under this Agreement do not violate any law or breach any other agreement to which such party is bound; and (e) it has all right, title or interest, or valid license to use, its respective Marks, and that its grant of rights associated therewith do not violate any intellectual property or other proprietary rights of any third party.
10.2 www.PurchaseYourYearbook.com Warranty.
10.2.1   WARRANTY. DURING THE EFFECTIVE TERM OF THIS AGREEMENT, WWW.PURCHASEYOURYEARBOOK.COM REPRESENTS AND WARRANTS THAT THE WWW.PURCHASEYOURYEARBOOK.COM SERVICES WILL CONFORM IN ALL MATERIAL RESPECTS TO THE APPLICABLE DOCUMENTATION MADE AVAILABLE TO YOU BY WWW.PURCHASEYOURYEARBOOK.COM. YOU MAY NOT RELY UPON ANY REPRESENTATION OR WARRANTY REGARDING THE WWW.PURCHASEYOURYEARBOOK.COM SERVICES BY ANY THIRD PARTY IN CONTRAVENTION OF THE FOREGOING STATEMENTS. THE SERVICES ARE PROVIDED ON AN "AS IS," "AS AVAILABLE" BASIS. WWW.PURCHASEYOURYEARBOOK.COM DOES NOT REPRESENT OR WARRANT THAT THE WWW.PURCHASEYOURYEARBOOK.COM SERVICES WILL BE AVAILABLE, ACCESSIBLE, UNINTERRUPTED, TIMELY, SECURE, ACCURATE, COMPLETE, OR ENTIRELY ERROR-FREE. YOU EXPRESSLY ACKNOWLEDGE THAT THE WWW.PURCHASEYOURYEARBOOK.COM SERVICES ARE COMPUTER NETWORK-BASED SERVICES, WHICH MAY BE SUBJECT TO OUTAGES, INTERRUPTIONS, ATTACKS BY THIRD PARTIES AND DELAY OCCURRENCES. IN SUCH AN EVENT AND SUBJECT TO THE TERMS HEREOF, WWW.PURCHASEYOURYEARBOOK.COM SHALL USE COMMERCIALLY REASONABLE EFFORTS TO REMEDY MATERIAL INTERRUPTIONS AND WILL PROVIDE ADJUSTMENTS, REPAIRS AND REPLACEMENTS, WITHIN ITS CAPACITY, THAT ARE NECESSARY TO ENABLE THE WWW.PURCHASEYOURYEARBOOK.COM SERVICES TO PERFORM THEIR INTENDED FUNCTIONS IN A REASONABLE MANNER. YOU ACKNOWLEDGE THAT WWW.PURCHASEYOURYEARBOOK.COM DOES NOT WARRANT THAT SUCH EFFORTS WILL BE SUCCESSFUL. IF WWW.PURCHASEYOURYEARBOOK.COM'S EFFORTS ARE NOT SUCCESSFUL, YOU MAY TERMINATE THIS AGREEMENT IN ACCORDANCE WITH SECTION 8.1. THE FOREGOING SHALL CONSTITUTE YOUR SOLE REMEDY, AND WWW.PURCHASEYOURYEARBOOK.COM'S SOLE LIABILITY, IN THE EVENT OF INTERRUPTION, OUTAGE OR OTHER DELAY OCCURRENCES IN THE WWW.PURCHASEYOURYEARBOOK.COM SERVICES. WWW.PURCHASEYOURYEARBOOK.COM DOES NOT WARRANT THE SERVICES OF ANY THIRD PARTY, INCLUDING WITHOUT LIMITATION, THE MERCHANT SERVICE PROVIDER, BANK OR ANY THIRD PARTY PROCESSOR.
10.2.2   DISCLAIMER. EXCEPT AS EXPRESSLY SET FORTH IN SECTION 10.2.1, WWW.PURCHASEYOURYEARBOOK.COM SPECIFICALLY DISCLAIMS ALL REPRESENTATIONS, WARRANTIES, AND CONDITIONS WHETHER EXPRESS OR IMPLIED, ARISING BY STATUTE, OPERATION OF LAW, USAGE OF TRADE, COURSE OF DEALING, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO, WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR TITLE WITH RESPECT TO THE WWW.PURCHASEYOURYEARBOOK.COM SERVICES, OR OTHER SERVICES OR GOODS PROVIDED UNDER THIS AGREEMENT. FOR THE AVOIDANCE OF DOUBT, YOU AGREE THAT WWW.PURCHASEYOURYEARBOOK.COM DOES NOT REPRESENT OR WARRANT THAT THE WWW.PURCHASEYOURYEARBOOK.COM SERVICES WILL BE AVAILABLE, ACCESSIBLE, UNINTERRUPTED, TIMELY, SECURE, ACCURATE, COMPLETE, OR ENTIRELY ERROR-FREE.

11.    LIMITATIONS OF LIABILITY AND DISCLAIMERS.
11.1  DISCLAIMER. YMS and WWW.PURCHASEYOURYEARBOOK.COM EXPRESSLY DISCLAIMS ANY LIABILITY FOR LOSS ARISING FROM OR RELATED TO THE WWW.PURCHASEYOURYEARBOOK.COM SERVICES, MERCHANT SERVICE PROVIDERS, THIRD PARTY PROCESSORS, OR THIS AGREEMENT (HOWEVER ARISING, INCLUDING NEGLIGENCE), INCLUDING WITHOUT LIMITATION, LIABILITY OR LOSS ASSOCIATED WITH UNAUTHORIZED ACCESS TO YOUR DATA OR YOUR CUSTOMER DATA (INCLUDING CREDIT CARD NUMBERS AND OTHER PERSONALLY IDENTIFIABLE INFORMATION), A MERCHANT INTERFACE, YOUR WEBSITE, A SERVER, OR A FACILITY, DUE TO ACCIDENT, ILLEGAL OR FRAUDULENT MEANS INCLUDING HACKING, OR DEVICES USED BY ANY THIRD PARTY, OR OTHER CAUSES BEYOND WWW.PURCHASEYOURYEARBOOK.COM'S REASONABLE CONTROL. YOU EXPRESSLY AGREE THAT WWW.PURCHASEYOURYEARBOOK.COM SHALL NOT BE LIABLE FOR ANY LOSS ARISING FROM: (I) A THIRD PARTY'S INFILTRATION OF WWW.PURCHASEYOURYEARBOOK.COM SERVICES, SYSTEMS OR WEBSITE BY ANY MEANS, INCLUDING WITHOUT LIMITATION, VIA DDOS ATTACKS, SOFTWARE VIRUSES, TROJAN HORSES, WORMS, TIME BOMBS, OR ANY OTHER SOFTWARE PROGRAMS, OR TECHNOLOGY; (II) DISRUPTION, DAMAGE, INTERCEPTION, UNAUTHORIZED ACCESS TO OR EXPROPRIATION OF THE WWW.PURCHASEYOURYEARBOOK.COM SERVICES, OR ANY SYSTEM, PROGRAM, DATA, TRANSACTION OR PERSONAL INFORMATION BELONGING TO WWW.PURCHASEYOURYEARBOOK.COM, YOU OR ANY THIRD PARTY; (III) THE LIMITATION OF THE FUNCTIONING OF ANY SOFTWARE, HARDWARE, EQUIPMENT OR SERVICE; OR (IV) ACTIONS OR INACTIONS BY ANY THIRD PARTY, INCLUDING WITHOUT LIMITATION, A MERCHANT SERVICE PROVIDER, PAYMENT PROCESSOR OR BANK. WWW.PURCHASEYOURYEARBOOK.COM EXPRESSLY DISCLAIMS ANY LIABILITY FOR THE INDIVIDUAL MERIT AND LEGITIMACY OF ORDERS PROCESSED FROM YOUR MEMBER WEB GATEWAY LINK.
11.2  EXCLUSION. IN NO EVENT WILL WWW.PURCHASEYOURYEARBOOK.COM OR ANY OF ITS PARENTS OR VENDORS (OR ANY OFFICERS, DIRECTORS, EMPLOYEES OR AGENTS OF THE PARTIES, OR ITS PARENTS, AFFILIATES OR VENDORS) BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES (HOWEVER ARISING), INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOST REVENUE, LOST PROFITS, ANTICIPATED PROFITS, LOST BUSINESS OR INJURY TO YOUR SCHOOL REPUTATION, COST OF PROCUREMENT OF SUBSTITUTE SERVICES, UNDER ANY THEORY OF LIABILITY OR CAUSE OF ACTION WHETHER IN TORT, CONTRACT OR OTHERWISE, REGARDLESS OF WHETHER IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
11.3 LIMITATION. EXCEPT AS OTHERWISE LIMITED, THE TOTAL LIABILITY OF WWW.PURCHASEYOURYEARBOOK.COM TO YOU (WHETHER ARISING IN TORT, CONTRACT OR OTHERWISE) UNDER THIS AGREEMENT OR WITH REGARD TO THE WWW.PURCHASEYOURYEARBOOK.COM SERVICES OR ANY OTHER ITEMS PROVIDED BY WWW.PURCHASEYOURYEARBOOK.COM UNDER THIS AGREEMENT, WILL IN NO EVENT EXCEED THE AGGREGATE MONIES RECEIVED BY WWW.PURCHASEYOURYEARBOOK.COM RECEIVED FOR PROVIDING THE WWW.PURCHASEYOURYEARBOOK.COM SERVICES TO YOU DURING THE EFFECTIVE DATES OF THIS CONTRACT.

12.    Indemnification.
12.1  Indemnification by YMS and www.PurchaseYourYearbook.com.
12.1.1   General. Www.PurchaseYourYearbook.com shall defend, indemnify and hold You and any of your officers, directors, agents and employees harmless from and against any and all third-party claims, actions, proceedings, and suits and all related liabilities, damages, settlements, penalties, fines, costs or expenses (including reasonable attorneys' fees and other litigation expenses) incurred by You, arising out of or relating to any alleged infringement of a U.S. patent or copyright of any other entity or person by the www.PurchaseYourYearbook.com Services.
12.2  Indemnification by You. You shall defend, indemnify, and hold harmless www.PurchaseYourYearbook.com and its affiliates, parents, and/or subsidiaries, and any of their officers, directors, agents and employees, from and against any and all third-party claims, actions, proceedings, and suits and all related liabilities, damages, settlements, penalties, fines, costs or expenses (including reasonable attorneys' fees and other litigation expenses) incurred by www.PurchaseYourYearbook.com, arising out of or relating to: (a) any breach or alleged breach by You of any representation, warranty, or obligation of You set forth in this Agreement; (b) any damage or loss caused by negligence, fraud, dishonesty or willful misconduct by You or any of your employees, agents or customers; (c) payment card transactions submitted by Your customers to www.PurchaseYourYearbook.com and rejected by www.PurchaseYourYearbook.com or an issuing bank; (d) any alleged or actual violation by You of any applicable laws, regulations or rules of (i) the Credit Card Associations; (ii) the Gramm Leach Bliley Act; (iii) or any regulatory body or agency having jurisdiction over the subject matter hereof; or (e) any violation of www.PurchaseYourYearbook.com's Acceptable Use Guidelines or Privacy Policy. In the event You cause fines and/or penalties to be charged to YMS or www.PurchaseYourYearbook.com by the Credit Card Associations or any other entity, you agree to immediately reimburse www.PurchaseYourYearbook.com for said fines or penalties.
12.3  Force Majeure. Neither party will be liable for any losses arising out of the delay or interruption of its performance of obligations under the Agreement due to any acts of God, acts of civil or military authorities, civil disturbances, wars, strikes or other labor disputes, fires, transportation contingencies, interruptions in telecommunications, utility, Internet services or network provider services, acts or omissions of a third party, infiltration or disruption of the www.PurchaseYourYearbook.com Services by a third party by any means, including without limitation, DDoS attacks, software viruses, Trojan horses, worms, time bombs or any other software program or technology designed to disrupt or delay the www.PurchaseYourYearbook.com Services, or other catastrophes or any other occurrences which are beyond such parties' reasonable control (each a "Force Majeure Event"), provided that the party delayed will provide the other party notice of any such delay or interruption as soon as reasonably practicable, will use commercially reasonable efforts to minimize any delays or interruptions resulting from the Force Majeure Event and in no event will any failure to pay any monetary sum due under this Agreement be excused for any Force Majeure Event.
12.4 Jurisdiction  All disputes will be considered under the laws governed by the State of New Jersey.
12.5 Entire Agreement. This Agreement together with all of www.PurchaseYourYearbook.com's policies referenced herein sets forth the entire understanding and agreement of the parties, and supersedes any and all prior or contemporaneous oral or written agreements or understandings between the parties, as to the subject matter of this Agreement. You acknowledge that this Agreement reflects an informed, voluntary allocation between www.PurchaseYourYearbook.com and You of all risks (both known and unknown) associated with the www.PurchaseYourYearbook.com Services. In the event of a conflict between the Acceptable Use Guidelines and this Agreement, the latter shall govern.
Copyright 2004-2005 Yearbook Management Systems LLC. All rights reserved. www.PurchaseYourYearbook.com is a trademark of Yearbook Management Systems, LLC

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