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ZIPTRACKER.COM MEMBERSHIP AGREEMENT

Last Revised: 5/13/2002

This ZipTracker.com Membership Agreement (the "Agreement") is a legal contract between you and Frog Body Interactive (parent company of ZipTracker.com) ("ZipTracker.com"). The Agreement governs your purchase and use of the online tools and services, offered on ZipTracker.com's website (each a "Service"). Your use of the Services is conditioned on your acceptance of this Agreement. By using any Service or clicking the "I Agree" button at the end of this Agreement, you accept and agree to be bound by all the terms and conditions of this Agreement. Since this is a binding legal agreement between you and ZipTracker.com, please print a copy of this Agreement for your records.

1. THE SERVICES
ZipTracker.com will provide you with the Services for which you register on ZipTracker.com's website, subject to the terms and conditions of this Agreement. You acknowledge that the Services may be offered in various separately priced service levels or packages ("Service Plans"), and you will only receive the Service Plans that you have registered for, and for which you are paying all associated fees. With respect to free-of-charge Service Plans or free trials, the fees referred to in this Agreement will be equal to zero dollars ($0.00). Descriptions of each Service, and the various Service Plans that are available for each Service, are available on ZipTracker.com's website.

ZipTracker.com reserves the right to modify, enhance, or supplement the Services at any time in its sole discretion, provided that those modifications do not materially and adversely affect your rights or obligations under this Agreement.

2. REGISTRATION PROCESS
To sign up for or receive any Service, you must submit or maintain on file with ZipTracker.com certain registration data, as requested by ZipTracker.com's online registration form for the Service. Such registration data shall include, but not be limited to, your name, address, email address, website URLs, (and once your free trial period has ended) credit card number, and other billing information. In addition, you must submit an online activation request for each Service you desire to use. ZipTracker.com reserves the right, in its sole discretion, to refuse any registration or Service activation request for any reason or no reason, and shall not be obligated to provide any Service to you unless and until it has charged your credit card for the applicable fee. ZipTracker.com's use of your registration information is governed by ZipTracker.com's privacy policy, available in the Agreements and Policies section of ZipTracker.com's website ("Privacy Policy").

3. YOUR PROMISES AND OBLIGATIONS
AS A CONDITION OF RECEIVING ANY SERVICES, YOU PROMISE, REPRESENT, AND WARRANT THE FOLLOWING.

a.                   All of the registration information you supply to ZipTracker.com is true, complete, and accurate, and you will notify ZipTracker.com of any changes to your registration data during the term of this Agreement and submit updated information within twenty (20) days of any such changes;

b.      None of the URLs you submit to ZipTracker.com link to any web page or site that contains any:

i.                        nudity, pornography, or other sexual or adult material;

                               ii.            hate propaganda or material that encourages or promotes illegal activity or violence;

                              iii.            content that violates or infringes in any way upon the statutory, common law, or proprietary rights of others, including but not limited to copyrights, trademark rights, patents, or any other third party intellectual property, contract, privacy, or publicity rights;

                             iv.            material that promotes or utilizes software or services designed to deliver unsolicited email;

                               v.            material that violates any local, state, or national law or regulation;

                             vi.            misrepresentations or material that is threatening, abusive, harassing, defamatory, obscene, profane, indecent, or otherwise objectionable, offensive, or harmful; or

                            vii.            other material that ZipTracker.com, in its sole discretion, deems inappropriate, including any violations of standards posted on ZipTracker.com's website or sent to you by email;

c.                   You will safeguard your account user name and password by not disclosing your password to any third party, and you will assume responsibility for any and all harm or liability attributable to you or any other person accessing your account or any Services with your user name and password;

d.      You will not copy, sell, redistribute, license, sublicense, or otherwise transfer your account, or any materials provided to you in connection with the Services, to any third party without ZipTracker.com's written consent;

e.       You will treat any and all consumer information gathered for you or transmitted to you via the ZipTracker.com website or Services in accordance with ZipTracker.com's Privacy Policy;

f.        You will comply with all local, state, and federal laws and regulations governing your actions under this Agreement; and

g.       You have full power and authority to enter into this Agreement and to perform your obligations hereunder.

Without limiting its other remedies, ZipTracker.com may refuse or cancel your account or Services at any time for any violation of the foregoing promises. To assure compliance with the criteria in Subsection (b) above, ZipTracker.com reserves the right to monitor the content of the web pages or sites that correspond to the URLs you submit to ZipTracker.com.

4. PAYMENT
Upon completion of any free service trial, if you wish to continue use of ZipTracker.com's service(s), you agree to pay ZipTracker.com any set-up fees and recurring subscription fees listed on ZipTracker.com's website for the Service Plans you select. You authorize ZipTracker.com to charge the credit card specified in your account settings (or agree to make payment following any other agreed upon payment method) for all such fees and any related taxes corresponding to the selected Service. Such charges will be made on a periodic basis, coinciding with the subscription period for the selected Service (for example, monthly). In order to avoid the full fee for any new subscription period, you must cancel the Service BEFORE the new period begins. Any failure to pay the amounts due under this Agreement will be a material breach of your obligations under this Agreement. Without limiting any other remedies available to ZipTracker.com, YOU AGREE TO FULLY REIMBURSE ZIPTRACKER.COM FOR ANY COSTS AND EXPENSES THAT ZIPTRACKER.COM MAY INCUR IN CONNECTION WITH COLLECTING OR ATTEMPTING TO COLLECT ANY SUCH UNPAID AMOUNTS.

5. PRICING CHANGES AND OTHER MODIFICATIONS
ZipTracker.com may change its Service fees, or any other terms of this Agreement, at any time by updating the applicable pricing information or other terms posted on ZipTracker.com's website and notifying subscribers by email via the email address listed in their account information. New pricing terms will become effective beginning with the first full billing cycle after ZipTracker.com posts such changes to its website. Changes to terms not related to pricing will become effective fifteen (15) days after such notification. If you do not agree to any changes posted by ZipTracker.com in accordance with this Section, you must cancel your account or the affected Service as provided herein before the given changes become effective; otherwise you will be deemed to have accepted and agreed to the changes.

Additional modifications to these terms and conditions may be made in special circumstances, but only if approved in advance by Carson McComas, in writing. No failure by ZipTracker.com to enforce any term of this Agreement shall be construed as a waiver thereof, nor shall it affect your obligations or ZipTracker.com's rights and remedies hereunder.

6. DURATION AND CANCELLATION OF SERVICES
Unless stated otherwise on ZipTracker.com's web pages applicable to a given Service, each Service will be provided and billed on a month-to-month subscription basis, measured from the beginning of the calendar month immediately following activation of the given Service or completion of the free trial period. Subscriptions will automatically renew with each monthly period, as applicable, until cancelled in accordance with this section. At any time after activation of a Service, either you or ZipTracker.com may cancel that Service (or ZipTracker.com may discontinue the Service completely) by providing written notice to the other party, in which case the Service will terminate on the date specified in the cancellation notice. If no date is specified, the Service will terminate at the end of the then-current billing period (for paid Services) or calendar month (for free Services). ZipTracker.com also reserves the right to cancel any individual Service immediately and without notice in the event that you breach any provision of this Agreement or any other terms that apply to that Service. NO REFUNDS WILL BE AVAILABLE ON ACCOUNT OF ANY SERVICE CANCELLATION BY EITHER PARTY, EXCEPT AS EXPRESSLY PROVIDED IN THE SECTION ENTITLED "REFUNDS" BELOW.

7. TERM AND TERMINATION OF AGREEMENT
The term of this Agreement will begin on the date that ZipTracker.com accepts your initial registration and will continue in force until terminated according to this section. Upon cancellation of all active Services, or any time thereafter, either party may terminate your account and this Agreement by written notice to the other party. ZipTracker.com also reserves the right to terminate your account and this Agreement immediately and without notice in the event that you breach any provision of this Agreement. No refunds will be available on account of any termination of this Agreement, except as expressly provided in the Section entitled "Refunds" below. Sections 10 through 15 of this Agreement shall survive and remain in effect notwithstanding any termination of this Agreement.

8. REFUNDS
If you cancel any Service within thirty (30) days of the first day of your trial period, you are eligble to receive a full refund of any fees paid for that Service. You must request any such refund in writing.

If ZipTracker.com terminates this Agreement, your account, or any Service prior to the end of any active subscription period, and if you have not breached any provision of this Agreement, then you may request a partial refund of the fees that you have paid for that subscription period, based on the number of days remaining in the subscription period at the time of such termination. If your request is validly submitted in writing within thirty (30) days after such termination, then ZipTracker.com will issue the appropriate credit to your credit card.

Without limiting any of the restrictions above, you acknowledge and agree that NO REFUNDS OR PARTIAL REFUNDS WILL BE ISSUED: (a) FOR ANY SERVICE THAT YOU CANCEL LATER THAN THIRTY (30) DAYS AFTER ACTIVATION; OR (b) IF YOU HAVE BREACHED ANY PROVISION OF THIS AGREEMENT

9. USE OF TAGS AND LINKS
Some of the Services rely on the use of HTML tags or other code in your web page or site. Subject to your compliance with all the terms of this Agreement, ZipTracker.com grants you permission to use the HTML tags or other code supplied to you by ZipTracker.com (the "Tags") solely for your use in receiving the Services for which you have paid. You agree to follow all instructions and restrictions provided to you by ZipTracker.com with respect to your use of the Tags. You agree that ZipTracker.com will not be responsible for any malfunctions, errors, data inaccuracies, or improper results attributable to your incorrect, unauthorized, or unsupported use of any Tags.

For each campaign that you create in your account, you will generate a special ZipTracker.com link for use when recieving traffic to your site. Please note that you may not use the generated ZipTracker.com link in the body of any bulk unsolicted marketing e-mail that is sent out on behalf of your site. Reputable advertising sources would never use the supplied ZipTracker.com link in the body of the e-mail because it would mean they do no internal tracking of their own. Always be wary of an advertising source that doesn't track their own campaigns! You simply tell them that the ZipTracker link you provide is the destination URL for your campaign, not the linking URL (they should provide that on their own). If you are marketing to an in-house list, please use a landing page on your own site that sends a redirect request through your special ZipTracker link. If you are unsure of how to do this, we will be happy to provide assistance at doing so, free of charge.

Sending bulk unsolicited e-mail with the ZipTracker.com linking code is prohibited and may result in the termination of your account.

If large numbers of unsolicited bulk e-mail are sent out using the ZipTracker.com link from your account in the body of the message, your account may be terminated without notice. This measure is to protect other subscribers from blacklisting and shutdown. If you have any questions about how to properly use links and tags with your account, please contact us.

10. OWNERSHIP RIGHTS
You agree and understand that the Services and all graphic designs, icons, Tags, HTML code, computer programming, and other elements incorporated therein are the exclusive property of ZipTracker.com. In addition, you acknowledge that ZipTracker.com owns all right, title, and interest in and to ZipTracker.com's trademarks, trade names, service marks, inventions, copyrights, trade secrets, patents, technology, software, and know-how related to the design, function, or operation of the Service. Your rights to the Services are strictly limited to the rights expressly granted in this Agreement.

11. DISCLAIMER OF WARRANTY
ZipTracker.com makes no guarantees of any kind regarding the use or the results derived from any Services in terms of dependability, accuracy, security, timeliness, availability, reliability, or usefulness. The Services and all related materials are provided "AS IS" without warranty of any kind. ZIPTRACKER.COM HEREBY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, WITH REGARD TO THE SERVICES AND RELATED MATERIALS, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. ZIPTRACKER.COM DOES NOT WARRANT THAT THE OPERATION OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT THE SERVICES WILL BE SUITABLE FOR YOUR NEEDS OR YOUR INTENDED APPLICATIONS, OR THAT THE SERVICES WILL BE COMPATIBLE WITH OR OPERATE IN THE HARDWARE, SOFTWARE, OR WEBSITE CONFIGURATIONS THAT YOU SELECT.

12. LIMITATION OF LIABILITY
IN NO EVENT WILL ZIPTRACKER.COM BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY CONSEQUENTIAL, INCIDENTAL, SPECIAL, OR INDIRECT DAMAGES OF ANY KIND OR NATURE, INCLUDING BUT NOT LIMITED TO LOSS OF INCOME, LOSS OR DAMAGE OF DATA, AND DAMAGE TO BUSINESS REPUTATION, UNDER ANY THEORY OF LAW OR EQUITY, AND WHETHER OR NOT ZIPTRACKER.COM IS NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES.

FURTHERMORE, IN NO EVENT WILL ZIPTRACKER.COM'S TOTAL, CUMULATIVE LIABILITY UNDER THIS AGREEMENT EXCEED THE AMOUNT RECEIVED BY ZIPTRACKER.COM FROM YOU UNDER THIS AGREEMENT DURING THE THREE (3) MONTHS PRECEDING THE EVENTS OR CIRCUMSTANCES GIVING RISE TO LIABILITY, OR, IF SUCH LIABILITY ARISES FROM ANY PARTICULAR SERVICE(S), THEN ZIPTRACKER.COM'S LIABILITY WILL BE LIMITED TO THE FEES YOU HAVE PAID TO ZIPTRACKER.COM FOR THE PARTICULAR SERVICE(S) DURING SUCH THREE-MONTH PERIOD. Without limiting the foregoing, ZipTracker.com is not responsible for any of your data residing on ZipTracker.com hardware. You are responsible for backing-up your data and information that may reside on the ZipTracker.com hardware, whether or not such information is produced through the use of the Service.

13. INDEMNIFICATION
You agree to indemnify, hold harmless, and (at ZipTracker.com's request) defend ZipTracker.com and its officers, directors, shareholders, and representatives from and against any and all liability, damages, losses, costs, or expenses (including but not limited to attorneys' fees and expenses) incurred in connection with any claim related to (a) your breach of any term, condition, representation, warranty, or covenant in this Agreement; or (b) the information you supply to ZipTracker.com or make available to any third party, including your registration data and the content of the web pages corresponding to the URLs you submit to ZipTracker.com. This obligation shall survive any termination of your relationship with ZipTracker.com.

14. SOLE AND EXCLUSIVE REMEDY
If you are dissatisfied with any portion of any Service, your sole and exclusive remedy is to cancel your account or your subscription to the given Service according to this Agreement. No refunds are available except as expressly provided in the Section entitled "Refunds" above.

15. GENERAL PROVISIONS
The laws of the United States and the State of Washington govern this agreement. You hereby consent to the jurisdiction of and venue in courts located in Spokane County, Washington in all disputes arising out of or relating to this Agreement or your use of the Services. In addition, you hereby consent to the exclusive jurisdiction of, and venue in, such courts for any action commenced by you against ZipTracker.com. The prevailing party in any dispute relating to the Services or this Agreement will be entitled to recover its costs, expenses and reasonable attorney fees incurred in connection with such dispute.

This Agreement, along with ZipTracker.com's other terms, conditions, and policies referenced herein, constitutes the entire agreement between you and ZipTracker.com with respect to the Services. If any part of this Agreement is held to be unenforceable, that part will be amended to achieve its intended effect as nearly as possible, and the remainder of the Agreement will remain in full force.

No party shall be liable for failure or delay in performing its obligations hereunder if such failure or delay is due to circumstances beyond the party's reasonable control, including without limitation, acts of any governmental body or failure of the software or equipment of third parties. Except as provided otherwise herein, any notice given under this Agreement will be made in writing by email and will be effective on the business day after it is sent. You may not assign this Agreement, and any attempt to do so is void. You acknowledge that your account is part of the Frog Body Interactive and ZipTracker.com network, and, consequently, you will receive periodic announcements and information regarding ZipTracker.com's services. You may request to be removed from the network's news mailing list at any time.

16. QUESTIONS
If you have any questions about this Agreement or ZipTracker.com's Services, please contact ZipTracker.com by email at info@ZipTracker.com. Thank you for choosing ZipTracker.com for your website tools. We look forward to doing business with you and hope you find our services valuable.

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