MEMBERSHIP TERMS OF SERVICE

THIS MEMBERSHIP AGREEMENT (the "Agreement") is made between Strategic Impact, a Florida corporation with offices located at 1550 53rd Avenue, Vero Beach, FL 32966 (hereinafter called "SI") and the person(s) specified on the Member Profile (hereinafter called the "Member"), with respect to Member's participation as a member of ReferralMarketingInsider.com operated by SI (hereinafter called the "Service"). SI reserves the right to prevent any person from becoming a Member at its sole discretion for any reason.

Service Description: The Service will initially consist of benefits designed to make the Member's Internet experiences more valuable. The benefits of the Service and any information provided to Member are subject to change from time to time and without prior notice, and any services ordered are subject to availability. Member may contact the Customer Service Department through the electronic mail address or the toll-free phone number that appear on this Web site. These Terms of Service are likely to be revised from time to time so Members are encouraged to regularly return to this website and review the Terms of Service for any changes.

Membership and Use: SI agrees to make the services described above available to the Member through the Service during the term of this Agreement; provided that while SI intends to make the Service available to Member 24 hours a day, 7 days a week, subject to scheduled maintenance shutdowns, there may be other times when the Service may not be available and SI retains the right to make the Service unavailable from time to time for any reason. MEMBER AGREES THAT SI SHALL NOT BE LIABLE FOR ANY DAMAGES ARISING FROM ANY INTERRUPTION, SUSPENSION OR TERMINATION OF SERVICE AVAILABILITY OR DEFECTS IN THE OPERATION OF THE SERVICE. Membership in the Service is not transferable.

Member agrees that the services will be used only for his/her benefit. Any printed material and software provided by SI is the property of SI. Member is responsible for all use of this Service and will immediately notify SI of any unauthorized use of the Service membership.

Member agrees to not publish, retransmit, broadcast or otherwise reproduce the information or software contained on this web site in any medium. In order to use the service and to qualify for any benefit or premium associated with the service, you must be 18 years or older and a resident of the U.S., Puerto Rico, the U.S. Virgin Islands or Canada. Member acknowledges that use of any particular benefit may be subject to additional terms and conditions ("Product Specific Terms of Service") that Member will be required to agree to prior to the provision of, or access to, any such benefit. Member's use of the Service requires a user name and password in order to gain access and use the Service.

Member agrees to keep Member's user name and password private so that it cannot be used by others. Any Member sharing passwords or access codes to others will be immediately terminated. SI will not be liable for any damages, losses or expenses suffered by Member or any third party as a result of any unauthorized person gaining access to any of the Member only areas.

Membership Fee: The monthly membership fee will be the amount to which Member agreed at the time of his or her enrollment (the "Membership Fee"). The Membership Fee will be billed automatically to Member's designated credit card, DDA account, debit account, or charge account (each a "Billing Device") for the initial membership term and each renewal term.

Term: This Agreement will commence immediately and will conclude on the first day of the month following the Member's respective current term or following the Member's respective current term after the end of the Member's trial period, if such a trial period exists, unless this Agreement is renewed or terminated on the terms set out in this Agreement. Any time-related restrictions on benefits will be calculated from Member's join date.

Renewal: UNLESS MEMBER NOTIFIES SI OF HIS/HER INTENTION NOT TO RENEW THE MEMBERSHIP PRIOR TO RENEWAL BY VERBAL NOTICE, VIA A LETTER (OFFLINE) TO THE CUSTOMER SERVICE DEPARTMENT, VIA AN EMAIL MESSAGE ONLINE) , OR VIA A TELEPHONE CALL, THE MEMBERSHIP AND THIS AGREEMENT WILL BE RENEWED AUTOMATICALLY, EFFECTIVE THE FIRST DAY FOLLOWING THE CONCLUSION OF THE THEN-CURRENT TERM. MEMBER AUTHORIZES SI TO BILL THE MEMBERSHIP FEE FOR EACH RENEWAL TERM TO THE BILLING DEVICE TO WHICH MEMBER'S INITIAL MEMBERSHIP FEE WAS BILLED OR TO THE CURRENT BILLING DEVICE WHICH SI HAS IN ITS FILES FOR MEMBER.

Termination: SI has the right to terminate this Agreement and the membership in the Service at any time for any reason. Moreover, SI has the right to terminate this Agreement if it is determined that the Member provided an invalid credit card at the time he/she signed up. An invalid credit card may include a lost or stolen card; a card that is not billable (a closed account or an account over its spending limit, for example); or an invalid account number. SHOULD MEMBER TERMINATE MEMBERSHIP, MEMBER WILL NOT RECEIVE A PRO-RATA REFUND OF THE AMOUNT OF THE MEMBERSHIP FEE PAID FOR THE THEN-CURRENT TERM AND WILL BE REQUIRED TO IMMEDIATELY DISCONTINUE USE OF OR RECEIVE ANY BENEFITS OF THE SERVICE; NO REFUNDS WILL BE GRANTED DURING THE TRIAL PERIOD OF MEMBERSHIP.

Any refund of the Membership Fee, if any, will be made at SI's sole and absolute discretion, by SI crediting the canceling Member's Billing Device to which Member's initial Membership Fee was billed or to the current Billing Device that SI has in its files for Member.  A canceling member is prohibited from re-enrolling in the service for at least six (6) months.

Disclaimer of Warranties and Limitation of Liability: Member acknowledges that, while SI may be the provider of some services, SI may not be involved in actual transactions concerning some services that will be provided directly by third party suppliers (each a "Supplier") to the Member. Member acknowledges that, in such circumstances, SI has no control over the quality, safety, or legality of services advertised by Suppliers, the truth or accuracy of the listings or the ability of Suppliers to sell services and that orders placed by Members through the Service and communicated to Suppliers are offers by Members to purchase services from such Suppliers. SI cannot and does not control whether or not Suppliers will accept such offers or complete the sale of services they offer. With respect to services provided by Suppliers SI will have no liability to Member arising out of (i) the failure of any participating Supplier of any services to supply any such services on the terms offered, (ii) any delay in delivery of any services, regardless of the cause of such delay, or (iii) any defective or nonconforming services.
MEMBER EXPRESSLY AGREES THAT USE OF THE SERVICE, AND ANY PRODUCT OF SERVICE ACQUIRED THROUGH THE SERVICE, IS AT ITS SOLE RISK AND THAT THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS.

SII MAKES NO REPRESENTATIONS OR WARRANTY WHATSOEVER, EXPRESS OR IMPLIED, WITH RESPECT TO ANY SERVICES, INCLUDING THAT ANY SUCH SERVICES WILL MEET MEMBER'S REQUIREMENTS, AND MEMBER ACKNOWLEDGES AND AGREES THAT OTHER THAN EXPRESSLY SET FORTH IN THIS AGREEMENT THERE ARE, WITH RESPECT TO SERVICES, NO EXPRESS OR IMPLIED REPRESENTATIONS, WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, WHETHER ARISING BY USAGE OF TRADE, COURSE OF DEALING, COURSE OF PERFORMANCE OR OTHERWISE. MEMBER ACKNOWLEDGES THAT HE/SHE IS NOT RELYING ON SI'S SKILL OR JUDGEMENT IN SELECTING THE SERVICES AVAILABLE TO THE MEMBER.

SI WILL NOT IN ANY CIRCUMSTANCE IN ANY CONNECTION WITH THIS AGREEMENT, INCLUDING WITH RESPECT TO ANY SERVICES, BE LIABLE FOR ANY SPECIAL, PUNITIVE, CONSEQUENTIAL, INCIDENTAL OR ANY OTHER INDIRECT DAMAGES WHATSOEVER, INCLUDING ATTORNEY'S FEES OR COSTS OR ANY OTHER ECONOMIC LOSS WHATSOEVER, HOWEVER CAUSED AND WHETHER OR NOT FORSEEABLE, OR FOR CONTRIBUTION OR INDEMNITY IN RESPECT THEREOF, EVEN IF SI HAS BEEN INFORMED IN ADVANCE OR OUGHT REASONABLY TO HAVE KNOWN OF THE POTENTIAL FOR SUCH DAMAGES.

THE ENTIRE LIABILTY OF SI, AND THE EXCLUSIVE RECOURSE OF THE MEMBER, IN THE EVENT OF ANY CLAIM(S) FOR WHICH SI MAY PROPERLY BE HELD LIABLE UNDER AND IN ANY CONNECTION WITH THIS AGREEMENT, REGARDLESS OF THE FORM OF ACTION OR BASIS OF LIABILITY (INCLUDING STATUE, CONTRACT, TORT, NEGLIGENCE, GROSS NEGLIGENCE, STRICT LIABILITY, BREACH OF A FUNDAMENTAL TERM), SHALL BE LIMITED IN THE AGGREGATE (REGARDLESS OF THE NUMBER OF CLAIMS), TO THE ACTUAL PROVEN DIRECT DAMAGES SUFFERED BY THE MEMBER AND SHALL NOT EXCEED THE MEMBERSHIP FEES PAID, INCLUDING AWARDED COUNSEL FEES AND COSTS. NO LEGAL ACTION OR PROCEEDING ARISING OUT OF THIS AGREEMENT, REGARDLESS OF FORM OR BASIS IN LAW, MAY BE BROUGHT BY THE MEMBER AGAINST SI MORE THAN TWELVE (12) MONTHS AFTER THE FACTS GIVING RISE TO THE CAUSE OF ACTION HAVE OCCURRED, REGARDLESS OF WHETHER THOSE FACTS BY THAT TIME ARE KNOWN TO, OR OUGHT REASONABLY TO HAVE BEEN DISCOVERED BY, THE MEMBER. THE LIMITATION OF LIABILITY PROVISIONS OF THIS AGREEMENT REFLECT AN INFORMED VOLUNTARY ALLOCATION OF THE RISKS (KNOWN AND UNKNOWN) THAT MAY EXIST IN CONNECTION WITH THE PERFORMANCE BY SI OF ITS OBLIGATIONS AND RESPONSIBILITIES HEREUNDER AND SUCH VOLUNTARY RISK ALLOCATION REPRESENTS A MATERIAL PART OF THE AGREEMENT REACHED BETWEEN THE MEMBER AND SI IN RESPECT OF THE SERVICE.

Communications: Member hereby authorizes SI to deliver any and all communications ("Communications"), including but not limited to membership information, procedures on use of the Service, changes in Service benefits, and change in fee to Member's electronic mail address or mailing address at SI's discretion and by any means including at SI's discretion, electronic mail. Member further authorizes SI to deliver any Communication by sending in lieu of such Communication ("the Underlying Communication"), a notice that directs Member to an address on the World Wide Web ("Web") where the Underlying Communication is posted. Member agrees that the sending of a notice of delivery by Web posting shall constitute delivery whether or not Member actually accesses the Underlying Communication via the Web. Member agrees that he/she will not, for any reason, alter any Communication delivered electronically or otherwise. SI does not guarantee Web access, however SI offers Member various ways of accessing its customer service staff.

Taxes: Any appprpriate sales, use and withholding taxes, if any, due and payable on the Service or any benefit will be paid by Member or the Supplier, as the case may be, and SI will have no liability for such taxes. However, if SI or any taxing authority determines at any time that it is necessary for SI to collect such taxes, Member authorizes SI to bill the amount of such taxes, including back taxes, to the Billing Device to which Member's initial Membership Fee was billed or the current Billing Device which SI has in its files for Member.

Use of Information: In order to provide the Service to Member SI must collect and use and, in some cases provide to third parties, certain personal information provided by Member and you hereby consent to the collection, use and disclosure of such personal information in accordance with and subject to the terms of our Privacy Policy.

Entire Agreement: This Agreement, any Product Specific Terms of Service and the Offer Details is the entire understanding and agreement of the parties with respect to the subject matter hereof and will supersede any and all prior oral or written communications, representations or agreements, other than with respect to the initial Membership Fee and membership term to which Member agreed at the time of his or her enrollment.
General: If any of the terms or provisions hereof will be held to be invalid or unenforceable, the remaining terms and provisions hereof will not be affected thereby. SI's failure to insist upon or enforce strict performance of any right or provision of this Agreement shall not constitute or be construed as a waiver of any right or provision.

Notice: Member must notify SI of any change to his/her address, electronic mail address and/or Billing Device. The address, electronic mail address and the toll-free phone number for the Service's Customer Service Department are available on the Web site.

Assignment: This Agreement may be assigned in whole or in part by SI at any time in its discretion. This Agreement may not be assigned by Member.

Governing Law and Disputes: This Agreement will be governed by and construed in accordance with the laws of the State or Florida, without regard to its choice of law principles. Member agrees to settle any disputes regarding Supplier products directly with the applicable Supplier and the applicable Product Specific Terms of Service, and not involve SI in a dispute between Member and a Supplier. With respect to any disputes between SI and Member concerning the Service or any SI supplied services, or with respect to disputes involving all of SI, Member and a Supplier, SI and Member herby agree to irrevocably submit to the resolution of any such dispute to binding arbitration in the State of Connecticut administered by the American Arbitration Association under its Commercial Arbitration Rules then in effect. Nothing herein will deprive Member of the benefits of any applicable consumer protection laws, except to the extent lawfully waived by the terms hereof. Payment of the Membership Fee or acceptance or use of any of the benefits or services of the Service will constitute the Member's acceptance of all of the terms and conditions of this Agreement.

English Language: The parties hereto have requested that this Agreement and all correspondence and all documentation respecting this Agreement be written in the English language. Les parties aux preséntes ont exigé que la présente entente, de même que toute la correspondance et la documentation relative à cette entente, soient rédigées en langue anglaise.