3. Rights of Re-Use and Grant of License. As further consideration to employing CityTwist to provide the email marketing services, you hereby authorizes CityTwist to republish the advertisements mailed on your behalf (following the emailing of said advertisement) solely for CityTwist's promotional purposes, and accordingly you hereby grants CityTwist a fully paid license in perpetuity to CityTwist to republish advertisements emailed using the CityTwist platform solely for CityTwist's promotional purposes.

4. Warranties & Limitation of Liability. CityTwist hereby disclaims all warranties, including implied warranties of merchantability or fitness for a particular purpose; provided, however, that notwithstanding the disclaimer of warranties herein CityTwist does hereby warrant that in the provision of the services contemplated herein that CityTwist complies with all laws and regulations promulgated by the United States. Customer hereby warrants that it has reviewed its advertisement in all particulars prior to being deployed, and that such advertisement does not violate in any capacity the laws of the United States, or any individual State wherein it is mailed (other than in regard to CityTwist's warranty described above). Except with respect to the indemnification obligations detailed in paragraph 5 below, (i) each Party's maximum liability under this Agreement shall be limited to the amount of Fees paid to CityTwist under this Agreement; and (ii) neither Party shall be liable to the other for any indirect, incidental, consequential, or special damages (including but not limited to damages to business reputation, lost business, or lost profits), whether foreseeable and however caused, even if advised of the possibility of such damages.

5. Indemnification. CityTwist shall protect, indemnify, hold harmless, and defend Customer for claims arising pursuant to a breach by CityTwist of (i) the terms and conditions herein, or (ii) its warranties. Customer shall protect, indemnify, hold harmless, and defend CityTwist from claims brought (x) for breaches of the Terms and Conditions herein, (y) pursuant to a breach of its Can-Spam Compliance duties pursuant to paragraph 1 hereof, and (z) for breaches of the warranty above.

6. Intellectual Property. The Customer acknowledges that CityTwist shall retain all right, title and interest under applicable contractual, trade secret, trademark, copyright, patent and related laws in the CityTwist services, its software, the CityTwist email database, and the CityTwist marketing materials; and accordingly, Customer hereby specifically acknowledges and agrees that it will not use the CityTwist services for purposes of gaining a competitive advantage against CityTwist, or in any capacity to further efforts to reverse engineer same. The Customer acknowledges and agrees that the CityTwist services are unique and the result of millions of dollars of investment and years of development, and that any breach of CityTwist's rights in and to the Intellectual Property would be irreparable. CityTwist hereby acknowledges and agrees that the advertising plans, logos and other marks of the Customer are the property of the Customer, and accordingly CityTwist shall not use such intellectual property other than in the performance of the services described herein; provided, however, that CityTwist shall be entitled to re-use the advertisements in accordance with Paragraph 4 above, and CityTwist shall have the right to list Customer in the CityTwist customer list.

7. Cancellation Policy. Upon receipt of a signed Insertion Order work begins, and expenses are incurred. Therefore, Insertion Orders cannot be cancelled once submitted with signature.

8. Miscellaneous.

(a) CityTwist will not be liable to Partner for any delay or failure in its performance of any of the acts required by this Agreement if and to the extent that such delay or failure arises beyond the reasonable control of CityTwist, including, without limitation, acts of God or public enemies, labor disputes, equipment malfunctions, internet downtime, material or component shortages, supplier failures, embargoes, earthquakes, rationing, acts of local, state or national governments or public agencies, utility or communication failures or delays, fire, flood, epidemics, riots and strikes. (b) This Agreement will be governed by and construed in accordance with the laws of the State of Florida, which are intended to supersede any choice of laws rules which might require the application of the laws of another jurisdiction. Both parties hereby consent to the jurisdiction of the state courts of Florida with respect to actions brought to enforce or interpret this Agreement and all other disputes between the Parties. Venue for all lawsuits shall be in Palm Beach County, Florida. The prevailing Party in any lawsuits, including appeals, shall be entitled to an award of its reasonable attorney's fees and costs. All Parties expressly waive trial by jury and agree any dispute shall be decided by a judge. (c) This Agreement will be binding upon and inure to the benefit of the Parties hereto and to their respective heirs, representatives, successors, and permitted assignees. This Agreement may not be assigned, transferred, shared or divided in whole, or in part, without the other Party's prior written consent. (d) No waiver of any provision of this Agreement shall be deemed to be, or shall constitute, a waiver of any other provision hereof, nor shall such waiver constitute a continuing waiver in any other instance. (e) This Agreement (including the exhibits, amendments and addenda hereto which are incorporated herein by this reference) sets forth the entire understanding of the parties hereto with respect to the subject matter hereof and supersedes all prior and contemporaneous letters of intent, agreements, covenants, negotiations, arrangements, communications, representations, understandings or warranties, whether oral or written. (f) eStamps are valid for 364 days from the date of purchase, and thereafter eStamps shall expire and be no longer valid. (g) The terms and conditions herein may be amended in the sole discretion of CityTwist, and such amendments will be controlling on Insertion Orders or orders submitted for email services from the date posted forward until future amendment, if any.