My All Card, LLC Customer Agreement

This Agreement comprises the complete terms and conditions that apply to an individual's or entity's participation in the My All Card Program. As used in this Agreement, "we" and "My All Card" refer to MyAllCard.com, and/or My All Card, LLC; "you", "Customer", and "customer" refer to the applicant. This Agreement has two (2) Sections, and applicant agrees to be bound by both sections.

Section I

1. Order Processing and Tracking

   We will be solely responsible for processing and fulfilling My All Card orders placed by customers who follow Links to My All Card. We will also track the volume and amount of sales, process payments, returns and cancellations and provide related customer service.

   All personal information collected by My All Card about specific customers will be owned solely and exclusively by My All Card. You agree to comply with My All Card's posted privacy policy, as it may be revised from time to time, with regard to any personal information collected from customers of My All Card in their status as customers or subscribers of My All Card.

   You agree to comply with My All Card's Customer Agreement, as it may be revised from time to time. Please check back regularly to see if any changes have been made to this agreement.

   All of the operating procedures and policies of My All Card regarding customer orders and accounts will apply to orders received through a My All Card link. My All Card reserves the right to reject orders that do not comply with any requirements that we periodically may establish.

2. Policies and Pricing

   Customers who buy My All Card products will be deemed to be customers of My All Card. Accordingly, all of our rules, policies, and operating procedures concerning customer orders, customer service, promotions, and product sales will apply to those customers. We may change our policies and operating procedures at any time. Product prices and availability are subject to change from time to time. It is strongly recommended that you consistently refer to My All Card for pricing updates.

   We will use commercially reasonable efforts to present accurate information, but we cannot guarantee the availability or price of any particular My All Card product.

3. Use of My All Card's Name and Trademarks

   As a Customer of My All Card, you may not use a Uniform Resource Locator (URL), which includes the word "My All Card" or any variation thereof.

4. Limited License

   We grant you a nonexclusive, nontransferable, revocable right to use all My All Card products. We reserve all of our rights in the graphic image and message, any other images, our trade names and trademarks, and all other intellectual property rights. We may revoke your license at any time by giving you notice via email, or letter.

5. Obligations Concerning Your Conduct

   You will be solely responsible for conducting yourself in an ethical and honorable way when using My All Card products. We disclaim all liability for these matters. Further, you will indemnify and hold us harmless from all claims, damages, and expenses (including, without limitation, attorneys' fees) relating to the development, operation, maintenance, and use of My All Card products and services.

   The information provided by My All Card to Customers may be proprietary in nature. Customers acknowledge that they are not competitors of My All Card, and agree not to share this information with any competitors.

6. Terms of the Agreement

   The term of this Agreement will begin upon our acceptance of your application and will end when terminated by either party. You will know that your application has been accepted by My All Card when your payment has been accepted. Either you or we may terminate this Agreement at any time, with or without cause, by giving the other party written notice (by regular mail or by email) of termination.

7. Modification

   We may modify any of the terms and conditions contained in this Agreement at any time in our sole discretion. Modifications may include, but are not limited to, changes in the scope of available services, fee schedules, payment amount, and My All Card terms. If any modification is unacceptable to you, your only recourse is to terminate this Agreement. Your continued participation in the Customer Agreement following our posting of a change notice or new Agreement on our site will constitute binding acceptance of the change.

8. Relationship of Parties

   Nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between you and My All Card. You will have no authority to make or accept any offers or representations on our behalf. You will not make any statement that reasonably would contradict anything in this Section.

9. Pricing & Cancellation

   By joining the My All Card Program, you agree to become a customer of My All Card, and you agree to be bound by all terms and conditions of the My All Card Program, and all terms and conditions found on MyAllCard.com. This includes paying a periodic fee to My All Card. As of July 1, 2009, this fee amount is no greater than $9.96 per month. In exchange for this fee, you will receive the My All Card product, and enjoy the benefits of it. You may terminate this agreement and cancel any future fees at any time by going to http://myallcard.com/contact/ and sending a request to cancel. You may be required to mail your card back to an address provided by My All Card, and if you are unable to do so, you may be billed a one- time fee of $19.90.

10. Limitation of Liability

    We are not liable for indirect, special, or consequential damages (or any loss of revenue, profits, or data) arising in connection with this Agreement, even if we have been advised of the possibility of such damages. Further, our aggregate liability arising with respect to this Agreement and the Customer Agreement will not exceed $9.96 under to this Agreement. Any payment made to you by My All Card, LLC will be considered liquidated damages should any damages arise in connection with this Agreement.

11. Disclaimers

    We make no warranties or representations, express or implied, with respect to the Customer Agreement or any My All Card products (including, without limitation, warranties of fitness, merchantability, non- infringement, or any implied warranties arising out of a course of performance, dealing, or trade usage). In addition, we make no representation that the operation of our site will be uninterrupted or error-free, and we will not be liable for the consequences of any interruptions or errors.

12. Independent Investigation

    YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND AGREE TO ALL ITS TERMS AND CONDITIONS. YOU HAVE INDEPENDENTLY EVALUATED THE DESIRABILITY OF PARTICIPATING IN THIS AGREEMENT AND ARE NOT RELYING ON ANY REPRESENTATION, GUARANTEE, OR STATEMENT OTHER THAN AS SET FORTH IN THIS AGREEMENT.

13. Governing Law

    This Agreement will be governed by the laws of the United States and the State of Ohio, without reference to rules governing choice of laws. Any action relating to this Agreement must be brought in the federal or state courts located in Ohio, and you irrevocably consent to the jurisdiction of such courts. You may not assign this Agreement, by operation of law or otherwise, without our prior written consent. Subject to that restriction, this Agreement will be binding on, inure to the benefit of, and enforceable against the parties and their respective successors and assigns. Our failure to enforce your strict performance of any provision of this Agreement will not constitute a waiver of our right to subsequently enforce such a provision or any other provision of this Agreement.

SECTION II – Nondisclosure and Noncompetition

In consideration of technical services, software and/or web-based code, and receipt of proprietary information regarding MyAllCard.com, and My All Card, LLC, which is a business that engages in the sale and operation of a paid membership program in which the customers of this business will receive discounts and incentives to service, dining, entertainment, and other venues from My All Card, this Agreement is made between My All Card, LLC ("My All Card"), an Ohio LLC, and Customer.

1. Confidential Information

   Customer acknowledges that My All Card must necessarily entrust Customer with certain confidential business information (the "Confidential Information"). The Customer further acknowledges that the development or acquisition of such Confidential Information is the result of great effort and expense by My All Card, that the Confidential Information is critical to the survival and success of My All Card, and that the unauthorized disclosure or use of the Confidential Information would cause My All Card irreparable harm.

2. Nondisclosure of Confidential Information

   The Customer agrees that, during the term of this Agreement and thereafter, he or she will not disclose the Confidential Information or use it in any way, except on behalf of My All Card, whether or not such Confidential Information is produced by The Customer's own efforts. The Customer further agrees, upon termination of this Agreement, promptly to deliver to My All Card all Confidential Information, whether or not such Confidential Information was produced by The Customer's own efforts, and to refrain from making, retaining or distributing copies thereof.

3. Inventions and Discoveries

   Any invention, discovery, development, improvement, procedure, writing, work or trade secret (collectively referred to herein as "Inventions") that relates to any phase of the business of My All Card, whether patentable, copyrightable or not, and that is made or discovered by the Customer individually or jointly with any other person or persons during the term of this Agreement (including any period of time prior to the date of this Agreement), shall forthwith be disclosed to My All Card and shall be the sole property of My All Card. The Customer hereby assigns to My All Card all of his or her right, title and interest to any such Invention.

4. Restrictions on Competition

   The Customer agrees that, during the term of this Agreement and for a period of two (2) years after termination for any reason of this Agreement, he or she will not, directly or indirectly, render services to, work for or on behalf of, have an interest in, make any loan to, or assist in any manner any business that is competitive with that in which My All Card was engaged or planned to engage on the date of the termination of this Agreement. The foregoing shall not prevent The Customer from owning up to one percent (1%) of the outstanding securities of a publicly held corporation that may compete with My All Card. The Customer agrees that, during the term of this Agreement and for a period of two (2) years after termination for any reason of this Agreement, he or she will not, directly or indirectly, solicit or accept work from any individual or entity that was a customer of My All Card during the term of this Agreement.

5. Enticement

   For a period of three (3) years after the termination of this Agreement, Customer will not hire or attempt to hire any employee, or business associate of My All Card, or assist in such hiring by anyone else, to work as an employee, or independent contractor with any business that is competitive with that in which My All Card was engaged or planned to engage on the date of The Customer's termination from My All Card.

6. Return of Company Property

   The Customer agrees, upon termination of this Agreement, promptly to deliver to My All Card all property prepared by or on behalf of My All Card.

7. Specific Performance

   The Customer acknowledges that a breach of this Agreement by The Customer will cause irreparable injury to My All Card, that My All Card's remedies at law will be inadequate in case of any such breach, and that My All Card will be entitled to preliminary injunctive relief and other injunctive relief in case of any such breach.

8. Compliance with Other Agreements

   The Customer represents and warrants to My All Card that this application by him or her, his or her performance of his or her obligations hereunder, and his or her relationship with My All Card will not, with or without the giving of notice or the passage of time, conflict with, result in the breach or termination of, or constitute default under, any agreement to which the Customer is a party or by which the Customer is or may be bound.

9. Waivers

   The waiver by My All Card or the Customer of any action, right or condition in this Agreement, or of any breach of a provision of this Agreement, shall not constitute a waiver of any other occurrences of the same event. Further, any subsequent change or changes in Customer's duties, salary, compensation, or status as a Customer will not affect the validity or enforceability of this Agreement.

10. Survival; Binding Effect

    This Agreement shall survive the termination of this Agreement regardless of the manner of such termination, and shall be binding upon the Customer and his or her heirs, executors and administrators.

11. Assignability by Company

    This Agreement is assignable by My All Card and inures to the benefit of My All Card, its subsidiaries, affiliates, corporations, successors and assignees. This Agreement, being personal, is not assignable by Customer.

12. Headings; Gender References

    The section headings in this Agreement are for reference purposes only and shall not be deemed to be a part of this Agreement or to affect the meaning or interpretation of this Agreement. Wherever used herein, the masculine pronoun shall, as appropriate, be construed to include the feminine.

13. Severability

    The covenants of this Agreement are intended to be separable, and the expressions used therein are intended to refer to divisible entities. Accordingly, the invalidity of all or any part of any paragraph of this Agreement shall not render invalid the remainder of this Agreement or of such paragraph. If, in any judicial proceeding, any provision of this Agreement is found to be so broad as to be unenforceable, it is hereby agreed that such provision shall be interpreted to be only so broad as to be enforceable.

14. Attorney's Fees

    Customer agrees that in the event that My All Card brings suit to enforce any term of this Agreement, The Customer shall be liable for the Employer's reasonable attorney's fees and costs with respect to any claim or counterclaim as to which the Employer is the prevailing party.

15. Entire Agreement; Amendments

    This Agreement constitutes the entire understanding of the parties with respect to its subject matter, supersedes any prior communication or understanding with respect thereto, and no modification or waiver of any provision hereof shall be valid unless made in writing and signed by the parties.

16. Understanding of Agreement.

    THE CUSTOMER STATES THAT HE OR SHE HAS HAD A REASONABLE PERIOD SUFFICIENT TO STUDY, UNDERSTAND AND CONSIDER THIS AGREEMENT, THAT HE OR SHE HAS HAD AN OPPORTUNITY TO CONSULT WITH COUNSEL OF HIS OR HER CHOICE, THAT HE OR SHE HAS READ THIS AGREEMENT AND UNDERSTANDS ALL OF ITS TERMS, THAT HE OR SHE IS ENTERING INTO AND SIGNING THIS AGREEMENT KNOWINGLY AND VOLUNTARILY, AND THAT IN DOING SO HE OR SHE IS NOT RELYING UPON ANY STATEMENTS OR REPRESENTATIONS BY MY ALL CARD OR ITS AGENTS.