Abenity, Inc.

Member Terms and Conditions

These Terms and Conditions set forth herein govern your use of Abenity Inc.'s services, including online services, and any and all content or information therein, and any other website pages on which services and/or products are provided by Abenity Inc. or the vendors that offer product and services through Abenity Inc. By using this Site, you expressly signify your agreement to these terms and conditions, including all changes and revisions to these terms and conditions. If you do not agree to these terms and conditions, then do not use the services provided by Abenity Inc.

As a term of your use of Abenity Inc.'s services, you agree to carefully and periodically check this Agreement for revisions and amendments to these terms and conditions. Abenity Inc. reserves the exclusive right to revise these terms and conditions. Any revision or amendment to the terms and conditions will be effective immediately upon posting to Abenity Inc.'s website ("Site"), and your continued use of the services provided by Abenity Inc., subsequent to the posting of any revisions or amendment, constitutes your acceptance of such revisions and amendments. Abenity Inc. reserves the right to refuse, restrict, suspend, or terminate any member's use of its services at any time without notice and may do so for a member's failure to abide by these terms and conditions.

Legal Notice and Disclaimer

You agree that the use of the site is undertaken at your own risk. No warranties are made by Abenity Inc., its subsidiaries, its agents, or any of its employees, officers or directors that the site will operate error-free or without interruption. No warranties are made as to the accuracy of the information on the Site, the products or services offered by any merchant or vendor on the Site. Furthermore, by listing a service, product or discount, Abenity Inc. is not endorsing, recommending or sponsoring any product or service of any merchant or vendor. Any and all transactions and alleged discounts are between you and the merchant or vendor. Abenity Inc. is not a party to any transaction, and thus, you should take due diligence in investigating, selecting and transacting with any merchant or vendor listed on the Site. You are knowingly and voluntarily assuming all risks of using any merchant or vendor to purchase goods and services and of using any coupons or discounts listed on the Site. You agree that Abenity Inc. shall have no liability whatsoever for any such third party transaction.

THE SITE, ITS CONTENT, AND ANY MERCHANDISE CONTAINED THEREIN ARE PRESENTED "AS IS." NO WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF TITLE OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, ARE MADE BY THE ABENITY INC., ITS AGENTS, AFFILIATES, EMPLOYEES, OFFICERS, OR DIRECTORS. TO THE FULL EXTENT PERMISSIBLE BY FEDERAL, STATE AND LOCAL LAW, ABENITY INC. DISCLAIMS ALL WARRANTIES. ABENITY INC. IS NOT RESPONSIBLE FOR ANY DIRECT OR INDIRECT DAMAGES OF ANY KIND, INCLUDING BUT NOT LIMITED TO ANY INJURY, LOSS, CLAIM, OR ANY SPECIAL, EXEMPLARY, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND, ARISING FROM THE USE OF THE SITE.

Email Communication

As part of your membership you will automatically be enrolled in email updates from your discount program, unless otherwise specified by your program administrator. You will receive one monthly Spotlight Discount email as well as periodic important offer and program updates. Each Spotlight will inform you of the month's special offers, vendor additions, and promotions. You will receive this email directly from members@abenity.com, unless a different email address is specified and requested by your program administrator.

If you do not wish to receive the Spotlight email or other promotional emails, you may opt out at any time using the unsubscribe links within the email newsletter. Opting out will permanently remove your email address and exclude you from receiving future notification of additional benefits, services, and discount offers.

You may voluntarily subscribe to Vendor Alert emails through your discount program. Opting out of the Spotlight and other promotional emails WILL NOT unsubscribe you from Vendor Alerts. Your Vendor Alert preferences must be managed individually within your discount program.

Links to Other Internet Sites

At certain places on the Site, live "links" to other Internet addresses can be accessed. Such external Internet addresses contain information created, published, maintained, and posted by institutions and organizations independent of Abenity Inc. Abenity, Inc. does not endorse, approve, certify, or control these external Internet addresses and does not guarantee the accuracy, completeness, efficacy, timeliness, or correct sequencing of information located at such addresses. Use of any information obtained from such addresses is voluntary, and your reliance on it should only be undertaken after you independently review of its accuracy, completeness, efficacy, and timeliness. Reference therein to any specific commercial product, process, or service by trade name, trademark, service mark, manufacturer, or otherwise does not constitute or imply endorsement, recommendation, or favoring by Abenity, Inc.

Indemnity

You agree to defend, indemnify, and hold harmless Abenity Inc. and its employees, contractors, vendors, corporate partners, managers, officers, shareholders, agents and directors from all liabilities, claims, losses, damages, obligations, costs, and expenses, including attorney's fees, that arise from or relate to (a) your use of and access to the Abenity Program, the Site or any services, information or products from the Site; (b) your violation or breach of any of these terms and conditions, or your representations and warranties; or (c) your violation of the rights of any third party, including but not limited to any copyright, property, or privacy right. This defense and indemnification obligation will survive your involvement in the Abenity Program. Abenity Inc. reserves the right, in its sole discretion, to assume the exclusive defense and control of any claim for which we or any of the indemnitees listed above are entitled to indemnification hereunder. In such event, you shall pay all fees and costs for such defense and shall provide Abenity Inc. with such cooperation at no charge as is reasonably requested by it to assert any available defenses.

Copyright and Trademark

The contents of all material available on the Site are copyrighted by Abenity, Inc., unless otherwise indicated. All rights are reserved by Abenity, Inc., and content may not be reproduced, downloaded, disseminated, published, or transferred in any form or by any means, except with the prior written permission of Abenity, Inc., or as indicated below. As a member, you may download pages or other content for your own personal use, consistent with the mission and purpose of Abenity, Inc. [as codified in its governing documents] on a single computer. However, no part of such content may be otherwise or subsequently reproduced, downloaded, disseminated, published, or transferred, in any form or by any means, except with the prior written permission of Abenity Inc. Copyright infringement is a violation of federal law subject to criminal and civil penalties.

Arbitration and Jurisdiction

The parties expressly agree to submit any controversy to binding arbitration with the American Arbitration Association. Any controversy or claim between the parties arising out of or relating to your involvement in the Abenity Program, including but not limited to the use of the Site, shall be submitted to binding arbitration with the American Arbitration Association. The parties expressly agree that this arbitration provision and the terms and conditions set forth herein are to be governed by the Federal Arbitration Act ("FAA").

These terms and conditions shall be governed by and construed in accordance with the laws of the State of Tennessee, without giving effect to its conflicts of law provisions. You hereby submits, as evidenced by signing up for the Abenity Program, to the exclusive jurisdiction of the courts of Davidson County, Tennessee, for purposes of any and all litigation arising out of or relating to you involvement in the Abenity Program. You waive any objections to the forum of Tennessee for lack of venue, forum non conveniens, or any other jurisdictional ground.

Should any provision in these terms and conditions be invalid or unenforceable for any reason, the remaining provisions hereof shall remain in full force and effect.

The language of these terms and conditions shall be construed as a whole according to its fair meaning and not strictly for or against either party. Each party specifically waives the application of the common law doctrine that agreements are to be construed against the party who drafted the agreement.

Wellness Program

Abenity's Wellness site offers health, fitness and nutritional information and is designed for educational purposes only. This information should not replace or be used as a substitute for professional medical advice, diagnosis, or treatment. If you have any concerns or questions about your health, you should always consult with a physician or other health-care professional. Do not disregard, avoid or delay obtaining medical or health related advice from your health-care professional because of something you may have read on this site. The use of any information provided on this site is solely at your own risk.

Developments in medical research may impact the health, fitness and nutritional advice that appears here. No assurance can be given that the advice contained in this site will always include the most recent findings or developments with respect to the particular material.

If you are in the United States and think you are having a medical or health emergency, call your health care professional, or 911, immediately.

YOU HAVE HAD THE OPPORTUNITY TO READ AND REVIEW THESE TERMS AND CONDITIONS AND AGREE TO THE TERMS SET OUT HEREIN FREELY, VOLUNTARILY, AND WITHOUT COERCION.

Last Revised: May 17, 2012