1. GENERAL:
The following are the terms and conditions ("Terms") that govern the access and use of the Service, provided by Perceptionist, Inc. through its web site at www.PerceptionistInc.com ("Site"). All information and content, together with the design, layout and organization and the underlying source HTML files that implement the hypertext features, hereinafter referred to as the "Site" may be used solely under the following Terms. By accessing, browsing or using the information or services on the Site, you (the "User") expressly agree to and consent to be bound by the Terms in full. If the following Terms are not acceptable in full, User must immediately terminate its use of the Site. Users accessing or using the Site do so at their own initiative and are responsible for compliance with all local laws.
The Site and these Terms may be changed by Perceptionist, Inc. in its sole discretion, at any time without notice. User understands and agrees that Perceptionist, Inc. may alter, suspend or discontinue the Site and/or the Services and may change any information, features and functions of the Site and/or the Service at any time for any reason, without notice, cost or liability. Use of the Site subsequent to any change constitutes User's acceptance of the change. Users are advised to read these Terms each time they access the Site for any changes to these Terms.
User agrees that any of its agents, representatives, employees, or any person or entity acting on its behalf with respect to the use of the Service, shall be bound by, and shall abide by, these Terms. User further agrees that it is bound by these Terms and Conditions whether User is acting on its own behalf or on behalf of a third party.
User agrees that it will not use any device, software or routine to interfere with the proper working of the Site or the Services. Without limitation to the foregoing, User further agrees that it will not take any action that imposes an unreasonable or disproportionately large load on Perceptionist, Inc.’s infrastructure, as determined by Perceptionist, Inc. User agrees that it will not use any automated means, including, without limitation, agents, robots, scripts or spiders, to access, monitor or copy the Site or the Services except those automated means expressly made available by Perceptionist, Inc., if any, or authorized in advance and in writing by Perceptionist, Inc.
Perceptionist, Inc. is not responsible for anything regarding User's web site(s), advertisements, search listings, and/or keywords, including, but not limited to, placement of User advertisements or search listings, click traffic, thank you or landing pages, payments, maintenance of User web site(s), order entry, contact service, payment processing, shipping, cancellations or returns.

2. GRANT OF NON-EXCLUSIVE LICENSE:
Subject to User's full compliance with these Terms, User is hereby granted a non-exclusive, nontransferable, revocable, limited license to view, download, print and use information retrieved from the Site, provided that: (i) it is solely for User's own lawful, personal, informational, non-commercial purposes: (ii) User does not remove or obscure the copyright notice or other notices; (iii) the Content, or any part thereof, is not modified; and (iv) it is automatically done through User's browser software incidentally to using the Site and/or the Service. User may not: (1) modify, translate, or create derivative works based on the Service, or permit other individuals to so; (2) rent, lease or otherwise transfer rights to the Service; (3) use a single account for multiple business entities; (4) provide third parties with access to User's account, except for third parties specifically authorized by Perceptionist, Inc.; and/or (5) reverse engineer or disassemble the Service.

3. PROPRIETARY RIGHTS:
As between Perceptionist, Inc. and Users, all rights, title and interest in the Site and all information it contains, or may contain in the future, including, without limitation, all copyrights, trademarks, service marks and other intellectual property rights (collectively referred to as the "Content"), is the property of Perceptionist, Inc. or its licensors and is protected by intellectual property laws and international intellectual property treaties. Except as expressly provided below, nothing contained in the Site shall be construed as conferring any license or right, by implication, estoppels or otherwise, under copyright or other intellectual property rights, to use the Site or the Content displayed on the Site, through the use of framing or otherwise, without the prior written permission of Perceptionist, Inc. or any third party that may own the trademark or copyright of material displayed on the Site.

4. TERM:
The term of this Agreement shall begin upon User acceptance of this Agreement and shall continue until User cancels use of the Service.

5. SERVICE AVAILABILITY:
User understands and agrees that from time to time the Site and/or the Service may be inaccessible, unavailable or inoperable for any reason. While Perceptionist, Inc. will attempt to provide the Site and the Services on a continuous basis, User acknowledges and agrees that PERCEPTIONIST, INC. has no control of the availability of the Site or the Services. User also understands and agrees that Perceptionist, Inc. is not responsible for the functionality, interface, availability, or operability of any Third Party Provider. User, at its sole cost and expense, shall be solely responsible for providing, maintaining and ensuring that all hardware, software, electrical and other physical requirements for User's use of the Site and the Services, including, without limitation, telecommunications and Internet access connections and links, web browsers, bandwidth or other equipment, programs and services required to access and use the Site and the Service, are compatible with the Site and the Service.

6. PRIVACY POLICY:
Perceptionist, Inc.’s Privacy Policy may change from time to time and is posted in full on the Site.

7. SECURITY:
The User is responsible for all activities that occur under the User's password or account, and it is the User's responsibility to keep its password(s) and/or account information confidential. User shall be solely responsible for the security, confidentiality and integrity of all messages and the content that User receives, transmits through or stores on the Site or Service. User shall be solely responsible for any authorized or unauthorized access to User's account by any person, including, without limitation, any charges to User's account with any Third Party Provider. If any unauthorized use of User's account or password occurs, User must notify Perceptionist, Inc. via phone and/or email immediately, and Perceptionist, Inc. will suspend use of the account and password until a new password is in place.

8. RIGHTS AND OWNERSHIP:

1. Perceptionist, Inc. reserves the right to approve or reject any User for any reason at any time.
2. Perceptionist, Inc. compiles statistics across the websites it services. These statistics are limited to certain broad categories. This information is presented only in aggregate form, and in no event will Perceptionist, Inc. present specific site data without permission. User grants Perceptionist, Inc. the right to use, distribute, and/or sell aggregate, non-personally identifiable data resulting from User's use of the Services.
3. User grants to Perceptionist, Inc. the non-exclusive right to access User's accounts with Third Party Provider(s) and alter the data within those accounts using User's account information for the purpose of providing the Services. Third Party Provider(s) may include, but are not limited to website publishers, pay-per-click search engines, advertising networks, email providers, and/or any other third party with which User maintains an account and is using the Service to manage such account.
4. As part of use of the Service, Perceptionist, Inc. collects information about marketing activities and visitors' behavior on Users' website(s) (collectively "website Data"). Perceptionist, Inc. shall not use the Web Site Data except directly in furtherance of the purposes of this Agreement. Perceptionist, Inc. shall not disclose the Web Site Data to any third party unless directed by User, unless (a) such disclosure is made by Perceptionist, Inc. in response to a court order, and provided that Perceptionist, Inc. has given User reasonable notice of such court order, or (b) is in aggregate non-personally identifiable form as described in Section 9b. Perceptionist, Inc. agrees that User will own all Web Site Data.

9. LINKS TO THIRD PARTY SITES:
The Site contains hyperlinks to third-party websites. The linked sites are not under the control of Perceptionist, Inc., and Perceptionist, Inc. is not responsible for, and makes no representations or warranties with respect to, the contents or privacy policies or practices of any linked sites or any link contained in a linked site. The inclusion of a linked site is for User's convenience only and is not intended as and should not be construed as an endorsement or recommendation by Perceptionist, Inc. of the linked site or its content.

10. NO ASSIGNMENT OR RESALE:
Except as otherwise indicated herein, User may not resell, assign, or transfer any of its rights under this Agreement, and if User attempts to resell, assign, or transfer its rights, Perceptionist, Inc. may immediately terminate this Agreement without liability.

11. LIMITATION OF LIABILITY AND DISCLAIMER OF WARRANTIES.

1. Limitation of Liability. UNDER NO CIRCUMSTANCES SHALL A "COVERED PARTY" (AS DEFINED BELOW) BE LIABLE TO USER OR ANY OTHER PERSON FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, RELIANCE OR PUNITIVE DAMAGES OF ANY KIND WHATSOEVER, INCLUDING, WITHOUT LIMITATION, ECONOMIC LOSS, PENALTIES OR ATTORNEYS' FEES, FOR ANY MATTER ARISING FROM OR RELATING TO THE SITE, INCLUDING ITS CONTENT, THE SERVICES, OR THE INTERNET GENERALLY, INCLUDING, WITHOUT LIMITATION: (i) USER'S USE OR INABILITY TO USE THE SITE OR THE SERVICES; (ii) ANY CHANGES TO OR INACCESSIBILITY OF THE SITE OR THE SERVICES; (iii) DELAY, FAILURE, UNAUTHORIZED ACCESS TO OR ALTERATION OF ANY TRANSMISSION OR DATA; (iv) ANY MATERIAL OR DATA STORED, SENT OR RECEIVED OR NOT STORED, SENT OR RECEIVED; (v) ANY TRANSACTION OR AGREEMENT ENTERED INTO THROUGH THE SITE OR THE SERVICE; OR (vi) ANY DATA OR MATERIAL FROM A THIRD PERSON ACCESSED ON OR THROUGH THE SERVICES; WHETHER SUCH LIABILITY IS ASSERTED ON THE BASIS OF CONTRACT, TORT OR OTHERWISE, REGARDLESS OF ANY NEGLIGENCE OF ANY COVERED PARTY. SOME STATES PROHIBIT THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, THUS THIS LIMITATION OF LIABILITY MAY NOT APPLY TO USER. IF USER IS DISSATISFIED WITH THE SITE, USER'S SOLE AND EXCLUSIVE REMEDY SHALL BE FOR USER TO DISCONTINUE USE OF THE SITE. A "COVERED PARTY" MEANS PERCEPTIONIST, INC. , ITS AFFILIATES, AND ANY OFFICER, DIRECTOR, SHAREHOLDER, PARTNER, EMPLOYEE, SUBCONTRACTOR, REPRESENTATIVE, AGENT, SUCCESSOR OR ASSIGNEE OF PERCEPTIONIST, INC. OR ITS AFFILIATES.
2. Exclusive Remedy. Perceptionist, Inc.'s cumulative liability to User or any other party for any loss or damages, regardless of the form of action, shall not exceed an amount equal to all amounts actually realized and received by Perceptionist, Inc. from Client during the one (1) month period immediately preceding any such liability.
3. Disclaimer of Warranties. THE SITE AND THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, AND, TO THE FULLEST EXTENT PERMISSABLE PURSUANT TO APPLICABLE LAW, PERCEPTIONIST, INC. EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. USE OF THE SITE AND THE SERVICES IS AT USER'S SOLE RISK. SPECIFICALLY, BUT WITHOUT LIMITATION, PERCEPTIONIST, INC. DOES NOT REPRESENT OR WARRANT, AND DISCLAIMS ANY AND ALL RESPONSIBILITY FOR ANY LOSS, INJURY, CLAIM, LIABILITY, PENALTY OR DAMAGE OF ANY KIND WHATSOEVER RESULTING FROM, ARISING OUT OF OR IN ANY WAY RELATED TO: (i) ANY ERRORS IN OR OMISSIONS FROM THE SITE AND ITS CONTENT, INCLUDING, BUT NOT LIMITED TO, TECHNICAL INACCURACIES OR TYPOGRAPHICAL ERRORS; (ii) THE UNAVAILABILITY OR UNINTERRUPTED USE OF THE SITE OR THE SERVICES OR ANY PORTION THEREOF; (iii) DEFECTS, VIRUSES OR OTHER HARMFUL COMPONENTS ON THE SITE OR THE SERVER THAT MAINTAINS THE SITE; (iv) ANY THIRD PARTY WEBSITES OR CONTENT THEREIN DIRECTLY OR INDIRECTLY ACCESSED THROUGH HYPERLINKS CONTAINED IN THE SITE, INCLUDING, BUT NOT LIMITED TO, ANY ERRORS OR OMISSIONS THEREFROM; (v) USER'S USE OF THE SITE OR THE SERVICES OR ANY RELATIONSHIP BETWEEN USER AND A LINKED SITE OR ANY SERVICES, PRODUCTS OR ADVICE PROVIDED OR PERFORMED BY A LINKED SITE FOR USER; AND (vi) USER'S USE OF ANY EQUIPMENT OR SOFTWARE IN CONNECTION WITH THE SITE OR THE SERVICES. FURTHER, PERCEPTIONIST, INC. DOES NOT MAKE ANY REPRESENTATION OR WARRANTY AS TO ANY RESULTS THAT MAY BE OBTAINED BY USE OF THE SITE OR THE SERVICES.
4. Exclusion of Consequential and Other Damages. Perceptionist, Inc. will not be liable to User or any third-party claimant for any direct, indirect, special, punitive, consequential, or incidental damages (including, without limitation, damages for loss of business profits, business interruption, loss of business information, or any other pecuniary loss) arising out of this Agreement and/or the use of or inability to use the Service and/or Site, regardless of the form of action whether in contract, tort, warranty, negligence, strict liability, breach of any statutory duty, indemnity or contribution, or otherwise, even if Perceptionist, Inc. has been advised of the possibility of such damages. The exclusion contained in this paragraph shall apply regardless of the failure of the exclusive remedy provided in the foregoing paragraph.
5. The foregoing exclusions and disclaimers are an essential part of this agreement and formed the basis for determining the price charged for the products.

12. USER REPRESENTATIONS:
User represents and warrants (i) that User has sufficient authority to enter into this Agreement; (ii) that User has the right to provide Perceptionist, Inc. with access to its accounts with Third Party Providers; (iii) that User is in compliance with all applicable laws; (iv) that User shall not be in violation of any obligation, contract or agreement by entering into this Agreement, by performing its obligations under these terms or by authorizing and permitting Perceptionist, Inc. to perform the Services hereunder; (v) that User shall comply with all of the terms and conditions of this Agreement, as amended from time to time; (vi) that all information provided by User is truthful, accurate, and complete, and is not misleading in any way; (vii) that Perceptionist, Inc. is hereby authorized by User to perform the Services on its behalf with each Third Party Provider, including without limitation changes to User's account with each Third Party Provider, and that if requested by Perceptionist, Inc., User will provide Perceptionist, Inc. with written authorization; (viii) that User is legally bound to each Third Party Provider for any and all charges to User's account with each such Third Party Provider as a result of Perceptionist, Inc.'s actions on User's behalf hereunder, pursuant to such terms and conditions applicable to User from time to time with each Third Party Provider; and (ix) that User shall be solely liable and responsible for, and Perceptionist, Inc. shall have no liability for, and User shall pay when and as due, any and all charges to User's account with each applicable Third Party Provider related to the Services performed for User hereunder.

13. INDEMNIFICATION:
User agrees to indemnify and hold Perceptionist, Inc. (and its directors, officers, employees and agents) harmless against any and all expenses and losses of any kind (including reasonable attorneys' fees and costs) incurred by Perceptionist, Inc. (and its directors, officers, employees and agents) in connection with any claims of any kind made by a third party arising out of User's use of the Site and/or Services, User's accounts with and/or use of the services provided by Third Party Providers, User's Goods and Services, and/or a breach of User's representations or warranties.

14. TERMINATION; CANCELLATION:

1. User Termination Rights. User may terminate this Agreement and its account at any time by sending notice to Perceptionist, Inc. at: info@perceptionistinc.com.
2. PERCEPTIONIST, INC. Termination Rights. Notwithstanding anything contained in this Agreement to the contrary, Perceptionist, Inc. may, in its sole discretion, terminate User's account, and discontinue User's participation in the Service. Reasons for Perceptionist, Inc. 's determination to so terminate or discontinue Users account or participation as provided for above include, but are not limited to, failure to make payment in accordance with Perceptionist, Inc. 's terms, and/or if Perceptionist, Inc. believes that User violated this Agreement or other policies or guidelines of Perceptionist, Inc. or of a Third Party Provider, or if Perceptionist, Inc. believes User's conduct may be harmful to consumers, advertisers, or Users who participate in the Service. All decisions made by Perceptionist, Inc. in this matter will be final and neither Perceptionist, Inc. nor its licensees (or distributors) shall have any liability with respect to such decisions.
3. Effect of Termination. Upon termination, User will be able to access its account to review historical reports for a period of six (6) months. After six (6) months, Perceptionist, Inc. reserves the right to remove access and delete historical reports and account information at its sole discretion. Regardless of which party terminates this Agreement, User will be responsible for all charges incurred up to and through the date of termination and such charges will be due and payable immediately.
4. Survival. Sections 3, 6, 8, 12, 14, 15, 16, 17, 18, 21 and 23 shall survive any termination of this Agreement.

15. TRADEMARKS:
Without the prior written consent of Perceptionist, Inc., user shall not display or use in any manner any Perceptionist, Inc.’s marks.

16. MARKETING:
User grants to Perceptionist, Inc. a non-exclusive license as long as this Agreement is in effect to use, reproduce, publicly and digitally display and perform, transmit and broadcast User's name, logos, trademarks, trade names, service marks, URLs and slogans to advertise, market, promote and publicize the Service, including the inclusion of User in Perceptionist, Inc.'s marketing materials and on Perceptionist, Inc.'s "partners' and testimonial page".

17. CONFIDENTIALITY:
"Confidential Information" means any information disclosed to one party to this agreement by the other party, either directly or indirectly, in writing, orally or by inspection of tangible objects, other than information that the receiving party can establish (i) was publicly known and made generally available in the public domain prior to the time of disclosure to the receiving party; (ii) becomes publicly known and made generally available after disclosure to the receiving party by the disclosing party other than through its action or inaction; or (iii) is in the receiving party's possession, without confidentiality restrictions, at the time of disclosure by the disclosing party as shown by receiving party's files and records immediately prior to the time of disclosure. Receiving party shall not at any time (a) disclose, sell, license, transfer or otherwise make available to any person or entity any Confidential Information, (b) use any Confidential Information, or (c) reproduce or otherwise copy any Confidential Information, except as necessary in connection with the purpose for which such Confidential Information is disclosed to User or as required by applicable law. Receiving party agrees to take all reasonable measures to protect the secrecy of and avoid disclosure and unauthorized use of the Confidential Information. All Confidential Information shall at all times remain the disclosing party's personal property and all documents, electronic media and other tangible items containing or relating to any Confidential Information shall be delivered to the disclosing party immediately upon the disclosing party's request.

18. NON-BINDING:
No conditions other than those set forth in this Agreement shall be binding on Perceptionist, Inc. unless Perceptionist, Inc. expressly agrees in writing signed by an authorized representative of Perceptionist, Inc. Perceptionist, Inc. reserves the right to discontinue offering the Service and/or Site at any time.

19. FORCE MAJEUR:
If the performance of any part of these Terms by Perceptionist, Inc. is prevented, hindered, delayed or otherwise made impracticable by reason of any flood, fire, judicial or governmental action, labor dispute, war, insurrection, technical failure, act of God or any other causes beyond the control of Perceptionist, Inc., including, without limitation, any actions or reactions by a Third Party Provider, Perceptionist, Inc. shall be excused from such performance to the extent that it is prevented, hindered or delayed by such causes.

20. NOTICES:
Perceptionist, Inc. will provide all notices to User to the contact person and at the address, email address, or fax number identified on User's account. User must send all notices to Perceptionist, Inc. at: info@perceptionistinc.com or such other address as provided on the Site from time to time.

21. NO AGENCY:
The parties to this Agreement are independent contractors and this Agreement does not create and shall not be construed to create an agency, partnership, joint venture or other association relationship between the parties.

22. APPLICABLE LAW:
These Terms shall be governed by the laws of the State of Ohio, as they apply to agreements made and solely performed therein, without regard for conflicts of law. All actions, claims or disputes arising hereunder or relating to the Site and/or Service shall be exclusively subject to the jurisdiction of the federal and state courts in Franklin County, State of Ohio.