Introduction: Your Agreement to Terms of Use.

1. Welcome:

Welcome to First10 - A Performance based Direct Marketing Company On The Internet. References in this Agreement to "you," "your," or "Customer(s)" refer to you, either an individual subscriber, customer, member or user of at least 18 years of age, or to a single company, organization or entity. This Agreement is a legal contract between you and First10. You intend to be legally bound by this Agreement. Your use of the Service is an acknowledgment that you have read, understand, and agree to be bound by the terms of this Agreement, your First10's Pricing Information and/or Monthly Fees, any additional guidelines, First10's Privacy Policy, and any future modifications of this Agreement (collectively the "Terms"). If at any time you do not agree to these Terms, you must terminate your use of the Service. You will still remain liable for any obligations incurred or charges accrued on or before the date of termination.

2. License Grant and Restrictions:

2.1 You may not access the Service if you are a direct competitor of First10 or for purposes of benchmarking, analyzing, or comparing the Service to others not owned by First10 or for any other competitive purpose. First10 reserves the right in its sole discretion to determine the foregoing and to deny, refuse or eliminate Service to anyone at anytime. You shall not: (a) license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available the Service to any third party in any way; (b) copy, modify or make derivative works based upon the Service; (c) build a product using similar ideas, features, functions or graphics of the Service; or (d) transfer any of your rights hereunder to any third party.

2.2 You shall not use the Service to: (i) send spam or otherwise duplicative or unsolicited messages in violation of applicable laws; (ii) send or store infringing, obscene, threatening, libelous, or otherwise unlawful or tortious material, including material harmful to children or violative of third party privacy rights; (iii) send or store material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs; (iv) interfere with or disrupt the data contained therein; or (v) attempt to gain unauthorized access to the Service or its related systems or networks.

2.3 You shall not use the Service for any purpose that is unlawful or is otherwise prohibited by these Terms. You shall not upload, post, reproduce or distribute any information, software, or other material protected by copyright or any other intellectual property right without first obtaining the permission of the owner of such rights. You will not in any way express or imply that any opinions contained in any communication of yours are endorsed by First10. You may not share issued user names or passwords with any person or entity which is not an Authorized User or encourage another to do so. You may not reverse engineer, decompile, disassemble or otherwise attempt to discover the source code of the Service, except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation.

3. Privacy Policy:

3.1 Disclosure of Personal Information 

We do not sell or rent your personal information (Name, Email, Telephone Number, Website) to third parties - ever. Although we may disclose aggregated information about the use of our Web sites, that information does not contain personal information. However, we may share personal information with our contractors and service providers in order to maintain, enhance, or add to the functionality of the Web sites. In the case of criminal investigations, including but not limited to fraud or alleged illegal activity, we may also be obligated to share your personal information with law enforcement, government, and/or credit card issuing banks.

If first10 becomes part of another organization, that organization will possess the Personal Information collected by first10 and it will assume the rights and obligations regarding your Personal Information as described in this Privacy Policy.

3.2 Internet Protocol Address 

Like most websites, we collect Internet Protocol ("IP") address from all visitors to the Web site. An IP address is a number that is automatically assigned to your computer when you use the Internet. We use IP addresses to help diagnose problems with our server, administer our Web site, analyze trends, track users' movement, gather broad demographic information for aggregate use in order for us to improve the Web site, and deliver customized, personalized content.

3.3 Use of "Cookies" 

Again like most websites, we may use cookies to enhance your experience on our Web site. Cookies are pieces of information that some Web sites transfer to the computer that is browsing that Web site and are used for record-keeping purposes. Use of cookies makes Web-surfing easier by performing certain functions such as saving your passwords and your personal preferences regarding your use of the particular Web site. We do link the information we store in cookies to any personally identifiable information you enter into your account settings on our site. This link is only used internally for site usage tracking.

As the use of cookies is considered industry standard, your browser is probably set to accept cookies. However, if you would prefer not to receive cookies, you can alter the configuration of your browser to refuse cookies. If you choose to have your browser refuse cookies, our Web site will not function properly.

3.4 Security 

first10 has implemented and follows industry standard measures to protect against unauthorized access to and unlawful interception or processing of Personal Information. We also protect account information by placing it on a secure portion of our Web site that is only accessible by certain qualified employees of first10. Unfortunately, no data transmission over the Internet is 100% secure. While we strive to protect your Personal Information, we cannot ensure or warranty the security of any such Personal Information.

The security of your personal information is important to us. 

3.5 Legal Disclaimer 

We may disclose your Personal Information when required by law or in the good-faith belief that such action is necessary in order to conform to the edicts of the law or comply with legal process served on first10.

As such, we cannot ensure that your Personal Information will not be disclosed to third parties. For example, we may be legally obligated to disclose information to the government or third parties under certain circumstances, or third parties may circumvent our security measures to unlawfully intercept or access transmissions or private communications.

4. Your Obligations:

4.1 Customer Registration and Cooperation. You agree to provide accurate, current and complete information about you, and any entity on whose behalf you will access the Service, as prompted by the registration form which you will complete to gain access to the Service ("Registration Data"). You agree that if you provide any information that is intentionally inaccurate, not current or incomplete in a material way, or First10 has reasonable grounds to believe that such information is untrue, inaccurate or not current or complete in a material way, First10 has the right to terminate your access to the Service. As a condition hereunder, you shall at all times provide First10 with such other information as may be reasonably requested by the company from time to time to supplement the Registration Data and to properly and efficiently deliver the Service. 

4.2 Marketing. If you are a paying Customer, you grant First10 a non-exclusive, perpetual, royalty free fully paid up limited right to use your name, trademarks, service marks and logos in the production of marketing materials promoting the Company and the Service, provided that such use is in accordance with your trademark and intellectual property use guidelines. All goodwill from the use of such properties shall inure to your benefit.

4.3 Ownership of Aggregated Information. You acknowledge and agree that (i) first10 may collect information on the use, contents, performance or management of any advertising campaign conducted by you (ii) as part of providing the Service, first10 may aggregate reports comprised of such data, extrapolate reports based on such data, or create programs, algorithms or recommendations based upon its observations with respect to such aggregated data (collectively the "First10 Insights"), and (iii) individual data items cannot be separated out from the aggregate data once aggregated into the First10 Insights. You acknowledge and agree that First10 is and shall be the exclusive owner of such First10 Insights and that, except as specifically agreed to by First10, you shall have no right to access such First10 Insights, nor shall you be entitled to copies of such First10 Insights. In the event of a termination of your services, such First10 Insights shall remain the exclusive property of First10. By this Agreement and the Privacy Policy, you consent to First10's use of such First10 Insights in whatever manner First10 may in its discretion choose, provided that such First10 Insights shall not contain personally identifiable information (except in aggregated generic form) to you or your User Account without your express permission. By submitting data to the First10 Service, you hereby grant to First10 a worldwide, irrevocable, non-exclusive, transferable and sublicensable, fully paid-up, and royalty-free license to use, display, reproduce, distribute and analyze your User Account data within the First10 Service in any format and through any applicable channels for the purposes of providing the applicable features and functionality of the First10 Service and improving the First10 Service's look, feel and function, and to develop additional or modified features and functionality. This license does not grant First10 the right to use your personal data for any other commercial purpose without your prior written consent.

5. Intellectual Property.

First10 alone (and its licensors, where applicable) shall own all right, title and interest, including all related intellectual property rights, in and to the First10 Service, and the First10 Insights and any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by you or any other party relating to the Service (collectively "First10 Property"). This Agreement is not a sale and does not convey to you any rights of ownership in or related to the First10 Property. In the event First10 desires to seek any intellectual property protection for the First10 Property, including, but not limited to, any patent, patent application, copyright, trademark, service mark, trade secret, invention or other rights that require further evidence of your agreement to First10's intellectual property ownership, then you shall upon request, and without further consideration, execute such further documents as First10 may reasonably request to evidence such rights in First10. The First10 name, the First10 logo, and the product names associated with the Service and all related indicia are First10 Property unless designated as owned by third parties, and no right or license is granted to use them. All goodwill from your use of the First10 Property shall inure to the benefit of First10.

6. Term and Termination.

6.1 Term. This Agreement shall commence on the first day of your use of the First10 's services.

6.2 Termination. First10 may terminate this Agreement immediately without notice for any reason or for no reason. Either party may terminate this Agreement upon thirty days written notice to the other for any reason. First10 may in its sole discretion reduce any offering or feature provided as part of the Service at any time and for any reason or upon notice from a third party or licensor. First10 may terminate this Agreement in its discretion if it reasonably believes you have violated any provision of this Agreement. If your use of the Service causes First10 to incur excessive charges, First10 may, at its option terminate this Agreement or deny your continued use of the Service. First10 will provide reasonable notice prior to taking the above actions. Any breach of your payment obligations or unauthorized use of First10's Service will be deemed a material breach of this Agreement. Either party may terminate this Agreement upon written notice to the other party if the other party materially breaches this Agreement and fails to cure such breach within ten days following written notice specifying the breach.

6.3 Rights after Suspension, Expiration or Termination. In the event of suspension, expiration or termination, your access and right to use the Service shall immediately cease and the license granted to you hereunder shall terminate and be of no future use to you. All Fees shall become immediately due and payable. You shall immediately return to First10 and make no further use of any Confidential Information, Documentation or other items belonging to First10. First10 may destroy or otherwise dispose of any Customer data not yet aggregated into First10 Insights in its possession. Upon expiration or termination, First10 shall cease to use any Customer brands, logos or trademarks, provided, however, that First10 shall have a commercially reasonable time of not less than thirty days to provide for the removal of such Customer marks, and provided further that First10 shall be entitled to complete distribution of any and all printed materials making use of Customer marks as were prepared during the Term, and First10 shall have no obligation to remove any marketing literature bearing Customer's marks from circulation. 

7. Representation and Warranties.

Each party represents and warrants that it has the legal power and authority to enter into this Agreement. First10 represents and warrants that it will provide the Service in a manner consistent with general industry standards reasonably applicable to the provision thereof and that the Service will perform substantially in accordance with the Documentation under normal use and circumstances. You represent and warrant that you have not falsely identified yourself nor provided any false information to gain access to the Service and that your billing information is correct. You further make all representations and warranties as are contained throughout this Agreement in each case as if recited here.

8. Confidentiality, Non-Competition and Non-Solicitation.

First10 may from time to time during the Term disclose to you certain Confidential Information. "Confidential Information" means trade secrets, know-how, inventions, techniques, processes, customer lists, contract terms, customer leads, financial information, sales and marketing plans and other such proprietary information. You will not use any Confidential Information of First10 for any purpose not expressly permitted by this Agreement, and will disclose the Confidential Information of First10 only to your employees or contractors who are bound to you by written confidentiality obligations and have a need to know such Confidential Information for purposes of this Agreement. You will protect First10's Confidential Information from unauthorized use, access, or disclosure in the same manner as you protect your own confidential or proprietary information of a similar nature and with no less than reasonable care. Your obligations under this Section 10 with respect to any Confidential Information of First10 will terminate if and when you can document that such information: (a) was already lawfully known to the you at the time of disclosure by First10 without restriction; (b) was disclosed to the you by a third party who had the right to make such disclosure without any confidentiality restrictions; (c) is, or through no fault of yours becomes, generally available to the public; or (d) is independently developed by you without access to, or use of, First10 Confidential Information. You may disclose Confidential Information to the extent disclosure is required by judicial order from a court of competent jurisdiction; provided, however, that prior to such a disclosure, you will notify First10 of such required disclosure and will cooperate with First10, at First10's request and expense, in any lawful action to contest or limit the scope of such required disclosure. During the Term and for a period of one year thereafter, without First10's prior written permission, you and any entity on whose behalf you access the Service shall not directly or indirectly market, sell or develop any technology or services that are similar to or competitive with or incorporate features, data or Confidential Information of First10, the Service, nor shall you solicit or attempt to solicit or otherwise interfere in the relationship between (i) any prospective customer or partner of First10, (ii) any employee or contractor of First10, or (iii) any person reasonably believed to be a licensee of First10. If you are in a jurisdiction in which such a provision is not enforceable, such provision shall not apply and this Agreement shall be read in its entirety without such provision.

9. Limitation of Liabilities.

UNDER NO CIRCUMSTANCES, INCLUDING BUT NOT LIMITED TO NEGLIGENCE, WILL FIRST10 BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, RELIANCE, OR EXEMPLARY DAMAGES (INCLUDING WITHOUT LIMITATION LOSSES OR LIABILITY RESULTING FROM LOSS OF DATA, LOSS OF REVENUE, ANTICIPATED PROFITS, OR LOSS OF BUSINESS OPPORTUNITY) THAT RESULT FROM YOUR USE OR YOUR INABILITY TO USE THE FIRST10 SERVICE, OR ANY OTHER INTERACTIONS WITH FIRST10, EVEN IF FIRST10 OR A FIRST10 AUTHORIZED REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. APPLICABLE LAW MAY NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY OR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. IN SUCH CASES, FIRST10'S LIABILITY WILL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.

IN NO EVENT WILL THE TOTAL LIABILITY OF FIRST10 OR ITS AFFILIATES, CONTRACTORS, EMPLOYEES, ATTORNEYS, AGENTS, OR THIRD-PARTY PARTNERS, LICENSORS, OR SUPPLIERS TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION ARISING OUT OF OR RELATING TO THESE TERMS OR YOUR USE OF THE FIRST10 SERVICE, (WHETHER IN CONTRACT, TORT, INCLUDING NEGLIGENCE AND WARRANTY, OR OTHERWISE) EXCEED THE AMOUNT PAID BY YOU, IF ANY, FOR ACCESSING THE FIRST10 SERVICE DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE DAY THE ACT OR OMISSION OCCURRED THAT GAVE RISE TO YOUR CLAIM.

YOU ACKNOWLEDGE AND AGREE THAT FIRST10 HAS OFFERED ITS PRODUCTS AND SERVICES, SET ITS FEES, AND ENTERED INTO THESE TERMS IN RELIANCE UPON THE LIMITATIONS OF LIABILITY SET FORTH HEREIN, THAT THE DISCLAIMERS OF WARRANTY AND THE LIMITATIONS OF LIABILITY SET FORTH HEREIN REFLECT A REASONABLE AND FAIR ALLOCATION OF RISK BETWEEN THE PARTIES (INCLUDING THE RISK THAT A CONTRACT REMEDY MAY FAIL OF ITS ESSENTIAL PURPOSE AND CAUSE CONSEQUENTIAL LOSS), AND THAT THE DISCLAIMERS OF WARRANTY AND THE LIMITATIONS OF LIABILITY SET FORTH HEREIN FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN YOU AND FIRST10.

10. Relationship - Independent Contractors.

You and First10 are independent contractors and nothing in this Agreement will be deemed to create any agency, employee-employer relationship, partnership, or joint venture between the parties. Except as otherwise provided in this Agreement, neither party has or may represent that it has the right, power or authority to bind, contract or commit the other party or to create any obligation on behalf of the other party. For the avoidance of doubt, if you use the Service to instruct third party advertisers to make changes to your Customer Advertising Account, then you agree to be bound by such instructions regardless of how transmitted.

11. Notice.

First10 may give notice to you by means of a general notice on the Service, or by e-mail to your e-mail address, or by written communication sent by mail. Such notice shall be deemed effective within 48 hours of transmission by mail, or within 12 hours of transmission by e-mail or by notice on the Service. 

12. Modification of Terms.

First10 reserves the right to modify the terms and conditions of this Agreement, including but not limited to the Pricing Information and/or Monthly Fees, or its policies relating to the Service at any time, effective upon First10's notification to you of such modification via e-mail and posting of an updated version of this Agreement on the Service, including but not limited to in your User Account, and your signifying your assent to the updated Agreement by clicking the "I HAVE READ AND AGREE TO THE TERMS AND CONDITIONS" checkbox displayed following the updated Agreement. You are responsible for regularly reviewing this Agreement. Continued use of the Service after any such changes shall constitute your consent to such changes.

13. Assignment or Change in Control.

This Agreement may not be assigned by you without the express written consent of First10, which consent may be withheld for any reason, but may be assigned by you subject to the restrictions contained herein to (a) a parent or subsidiary, (b) an acquirer of substantially all of the assets of your entity, or (c) a successor by merger. Your liability for Fees shall survive such transfer until paid in full. Any attempted transfer in violation of these provisions shall be void. This Agreement is freely assignable by First10.

14. Miscellaneous.

14.1 No Waiver and Severability. No waiver by any party to a breach of this Agreement shall constitute a waiver of any provision of this Agreement or of any subsequent or other breach or default under this Agreement. In the event that any portion of this Agreement is held to be invalid or unenforceable, such provisions shall be limited or eliminated to the minimum extent necessary and the remaining provisions of this Agreement shall remain in full force and effect.

14.2 Governing Law. This Agreement and all matters arising out of or relating to this Agreement shall be governed by the laws of India without regard to its conflict or choice of law provisions. Any legal action or proceeding relating to this Agreement or the provision of the Service shall be brought in the state or federal courts located in Mumbai, India. You hereby submit to the jurisdiction of and agree that venue is proper in those courts in any such legal action or proceeding.

14.3 Force Majeure. Neither party shall be liable hereunder by reason of any failure or delay in the performance of its obligations hereunder (except for the payment of money) on account of events beyond the reasonable control of such party, which may include without limitation denial-of-service attacks, strikes, shortages, riots, insurrection, fires, flood, storm, explosions, acts of God, war, terrorism, governmental action, labor conditions, earthquakes and material shortages, and upon the occurrence of any of the foregoing, the non-performing party will be excused from further performance of its obligations caused by such event for so long as the event continues and such party continues to use commercially reasonable efforts to resume performance.

14.4 Entire Agreement. This Agreement together with the Privacy Policy, the Pricing Information and/or Monthly Fees, and any and all Exhibits to any of the foregoing constitutes the entire agreement between the parties concerning its subject matter and supersedes all prior or contemporaneous agreements or understandings, written or oral, concerning the subject matter of this Agreement.

14.5 Equitable Relief. You acknowledge that any breach by you of this Agreement may cause irreparable damage or injury to First10, for which the award of damages would not be adequate compensation. You agree that First10 may bring an action to enjoin you from any and all acts in violation of those provisions, which remedy shall be cumulative and not exclusive, and First10 may seek the entry of an injunction enjoining any breach or threatened breach of those provisions, in addition to any other relief to which First10 may be entitled at law or in equity.