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TERMS AND CONDITIONS

INTRODUCTION

The Terms and Conditions contained herein are hereby made part of the Application/Order and henceforth shall be referred to as the "Agreement". This Agreement is made between MitzvahChic hereafter referred to as the "Company" and the business entity represented in the attached online application, hereafter referred to as the "Advertiser".

DEFINITIONS

For the purposes of this Agreement the following shall apply:

Advertising shall be defined as banners, links, listings, vendor pages, and/or listings;

Inappropriate shall be defined as any listing, advertisement or site that would violate any applicable law, regulation or third party right; sites containing pornographic material, sites with links to pornographic sites; sites containing adult material, links to adult material, or nudity; sites encouraging illegal activity or racism, sites providing instructions or discussions about illegal activities; sites that promote or utilize software or services designed to deliver unsolicited e-mail; sites with products or advertisements that are offensive; or any advertising that the Company determines has resulted or could result in legal liability or adverse publicity to the Company as a result of such advertising being offensive, inaccurate, defamatory, libelous or slanderous or involving potential infringement of third party's intellectual property rights.

SCOPE OF SERVICES

All Advertising shall be displayed on the Company's website in at a minimum issue, quantity and/or for the duration indication on the Application/Order. The Company expressly makes no guarantee of any minimum number of impression or sales generation for any level, manner or quantity of advertising purchased. Editorial coverage is at the discretion of the Company and does not form part of this Agreement. The Company has the absolute right to reject or remove any Advertising or any URL embodied within any such Advertising. The Company reserves the right not to include or post any Advertising submitted by the Advertiser.

TERM

The term of this contract is indicated in the Application/Order, nevertheless, it shall be automatically renewed for successive like periods and conditions unless either party notifies the other in writing at least thirty days before the expiration date, of its desire to terminate at the end of the then current term. The Company shall notify Advertiser, in advance, of any rate change which would modify the renewed contract. The Company shall have the right to remove any unpaid advertisement at the sole discretion of the Company, for reasons including but not limited to space limitations or inappropriate content.

ADVERTISING MATERIALS

The company reserves the right to limit the file type and size of Advertising. The Advertiser will be solely responsible for all costs it incurs in connection with the service associated with the terms of this Agreement, including, without limitation, expenses associated with creating, updating and otherwise managing advertising material, delivering advertising material to the Company and establishing and maintaining links between banners, links and websites and areas outside the Company's website. Advertiser warrants and represents at all times that Advertiser owns and/or has the right to permit the use of the banners by the Company and that neither the banners nor the Advertiser's web content will infringe the rights of any third party or violate any foreign or domestic federal, state, or local laws or regulations.

Advertiser is solely responsible for all goods and services offered, distributed or sold by it and shall be solely responsible for all billing, shipping and fulfillment thereof, returns and customer service and the payment of all sales, use, excise and other taxes imposed with respect to the sale of such goods and services. Advertiser agrees to implement adequate security protections to ensure the privacy of user information and Advertiser agrees not to disclose such user information to any third party or use such information in any way except for the fulfillment of the user's order or as otherwise expressly authorized by users after full disclosure of the intended use of such information.

DELIVERY OF ADVERTISING

The Company shall deliver Advertiser's advertising material to users accessing the Company's website pages in accordance with the service terms of the Application/Order, insertion schedule and such other specifications to be determined solely by the Company. Advertiser hereby grants the Company a non-exclusive, worldwide license to use banners and other advertising material pursuant to this Agreement.

PAYMENT

Advertiser agrees to pay the Company the fee in the amount and manner set forth in the Application/Order. Unless otherwise stated, such fee shall be for advertising only and does not include any other personal, professional and/or promotional services or goods. Unless otherwise stated, all payments shall be due net 30 days and are payable in U.S. dollars. Advertiser expressly agrees to allow the Company to automatically charge the credit card indicated on the Application/Order for any installment or monthly fee during the term of this Agreement. In the event of failure to make payment by Advertiser, the Advertiser will be responsible for all expenses to including differential debit assignment and attorneys' fees incurred by the Company in the attempt of collecting such amounts.

In addition to other remedies, the Company maintains the right to immediately remove Advertiser's advertising material from the site without any obligation to Advertiser or claim against the Company for such removal. The Company shall have the right to immediately remove advertisements for reasons of unpaid invoices and/or inappropriate content.

WARRANTY/LIABILITY

The Company makes no warranties of any kind, whether express or implied, including any implied warranty of merchantability or fitness of the service for a particular purpose including, without limitation, the type or number of service participants or the type or number of pages which will be accessible through the service. The Company shall not be liable for any service participants nor for the contents of any websites or pages, nor for any loss, cost, damage, or expense (including attorney fees) incurred by Advertiser in connection with Advertiser's participation in the service, including, without limitation, for any technical malfunction, computer error or loss of data or other injury, damage, or disruption to Advertiser's banners. In no event shall the Company be liable for any indirect, incidental, consequential, special, or exemplary damages arising out of or related to this Agreement even if such damages are foreseeable and whether or not the Company has been advised of the possibility thereof. In no event shall the Company's liability exceed the total amount paid to the Company by Advertiser hereunder.

Advertiser agrees that it shall be solely responsible for any liability arising out of the advertising material, or Advertiser's web content. In addition, Advertiser agrees to indemnify and hold the Company and service participants harmless from and against any losses, costs, damages, or expenses (including attorneys' fees) resulting from claims or actions arising out of or in connection with advertising material or Advertiser's web content or Advertiser's breach of any agreement, representation or warranty hereunder, including, without limitation, claims for infringement of copyright or other intellectual property rights and violation of rights of privacy or publicity.

USER ACCESS

The Advertiser shall be responsible for safeguarding login and password information which provides accesses the Company's website. The Company is not responsible for unauthorized access and/or modification to the Advertising. Advertisers are responsible for maintaining advertising and are encouraged to check advertising regularly and report unauthorized access to the Company.

USER DATA/UNSUBSCRIBE LIST

If, pursuant to the terms of the Order, the Company will be sending e-mails on behalf of Advertiser to the Company's database, Advertiser will provide the Company (upon its request for each separate mailing) with a complete, accurate and up-to-date list of all users that have opted-out of receiving e-mails from, or on behalf of, Advertiser (the "Unsubscribe List").

The Company agrees to use such Unsubscribe List solely for purposes of complying with applicable law regarding the sending of unsolicited e-mails and agrees not to otherwise disclose information contained on such list to any third party or use such information in any other way. Upon the request of Advertiser, the Company shall destroy such Unsubscribe List upon conclusion of each mailing. In addition, unless otherwise specifically agreed to in writing in advance of each mailing, Company shall have no responsibility for providing Advertiser with a list of those users that opt-out of receiving emails from Advertiser (by contacting the Company directly or from within the mailing sent by the Company). If the Advertiser wants to have access to such information, the Advertiser must notify the Company in advance of each mailing and the Company shall include a mechanism for users to contact Advertiser directly to opt-out. Notwithstanding, he Company may, from time to time, share Advertisers contact information with third parties who wish to offer products and services that may be of interest to the Advertisers.

ADDITIONAL CONDITIONS

Advertiser shall not have, nor claim, any right, title, or interest in or to any pages, the service, or any elements or other aspect to the name "MitzvahChic "or any derivatives thereof, or any other trademarks and logos owned or controlled by the Company and made available through the service or otherwise. Each party hereto shall be and act as an independent contractor and not as partner, joint venture partner, or agent of the other.

ASSIGNMENT

Advertiser shall hold this Agreement in confidence and shall not sell, transfer, or assign this Agreement without the Company's prior written consent.

GOVERNING LAW

This agreement shall be governed by and construed in accordance with the laws of the state of Pennsylvania and jurisdiction and venue of all matters relating to this Agreement shall be vested exclusively in the federal and state courts within the state of Pennsylvania.

FORCE MAJURE

Without limiting these Terms and Conditions, the Company shall not be liable for any delay in performance or breach of these Terms and Conditions which arises as a result of any matter beyond the Company's control including but not limited to acts of nature or of the public enemy, terrorism, acts of the government, fires, floods, epidemics, quarantine restrictions, strikes, and unusually severe weather.

THE ENTIRE AGREEMENT

This Agreement contains the entire understanding between the Company and the Advertiser and supersedes all prior communication and understanding between the parties relative to this Agreement. No waiver, modification or addition to this Agreement shall be valid unless in writing and mutually accepted.

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