AUDUM LIVE TERMS OF SERVICE

I. TERMS OF USE

1. Definitions

"Audum Live" provides an interactive online service operated by Audum Live, LLC. on the World Wide Web of the Internet (the "Web"), consisting of information services, content and transaction capabilities provided by Audum Live, affiliates of Audum Live, Audum Live, LLC, and other third parties. All references to “Audum Live” in this agreement shall pertain to both Audum Live and its parent company, Audum Live, LLC. Conversely, all references to “Audum Live, LLC shall also pertain to its subsidiary, Audum Live.

2. General

This Agreement sets forth the terms and conditions that apply to the use of this Site by the End User. By using this Site (other than to read this Agreement for the first time), End User agrees to comply with all of the terms and conditions hereof. The right to use this Site is personal to End-User and is not transferable to any other person or entity. End User shall be responsible for protecting the confidentiality of End User's password(s), if any. End User acknowledges that, although the Internet is often a secure environment, sometimes there are interruptions in service or events that are beyond the control of Audum Live, and Audum Live shall not be responsible for any data lost while transmitting information on the Internet. While it is Audum Live's objective is to make the Site accessible 24 hours per day, 7 days per week, the Site may be unavailable from time to time for any reason including, without limitation, routine maintenance. You understand and acknowledge that due to circumstances both within and outside of the control of Audum Live, access to the Site may be interrupted, suspended or terminated from time to time.

Audum Live shall have the right at any time to change or discontinue any aspect or feature of Audum Live, including, but not limited to, content, hours of availability and equipment needed for access or use. Further, Audum Live may discontinue disseminating any portion of information or category of information, may change or eliminate any transmission method and may change transmission speeds or other signal characteristics.

3. Modified Terms

Audum Live reserves the right at all times to discontinue or modify any of our Terms of Use and/or our Privacy Policy as we deem necessary or desirable without prior notification to you. Such changes may include, among other things, the adding of certain fees or charges. We suggest to you, therefore, that you re-read this important notice containing our Terms of Use and Privacy Policy from time to time in order that you stay informed as to any such changes. If we make changes to our Terms of Use and Privacy Policy and you continue to use our Site, you are impliedly agreeing to the Terms of Use and Privacy Policy expressed herein. Any such deletions or modifications shall be effective immediately upon Audum Live's posting thereof. Any use of Audum Live by End User after such notice shall be deemed to constitute acceptance by End User of such modifications.

4. Equipment

End User shall be responsible for obtaining and maintaining all telephone, computer hardware and other equipment needed for access to and use of this Site and all charges related thereto. Audum Live shall not be liable for any damages to the End User's equipment resulting from the use of this Site.

5. End User Conduct

This Site and any individual sites or merchant-specific, city-specific, or state-specific sites now or hereinafter contained within or otherwise available through external hyperlinks with our Site (the "Microsites") are private property. All interactions on this Site and/or the Microsites must comply with these Terms of Use. Although we welcome and encourage user interaction on our Site, we do insist and require that all end users restrict any and all activity in connection with the use of this Site and the Microsites to that which involves lawful purposes only. End User shall not post or transmit through this Site any material which violates or infringes in any way upon the rights of others, or any material which is unlawful, threatening, abusive, defamatory, invasive of privacy or publicity rights, vulgar, obscene, profane or otherwise objectionable, which encourages conduct that would constitute a criminal offense, give rise to civil liability or otherwise violate any law, or which, without Audum Live's express prior, written approval, contains advertising or any solicitation with respect to products or services. Any conduct by an End User that in Audum Live's exclusive discretion restricts or inhibits any other End User from using or enjoying this Site and/or any of the Microsites is strictly prohibited. End User shall not use this Site or any of the Microsites to advertise or perform any commercial, religious, political or non-commercial solicitation, including, but not limited to, the solicitation of users of this Site and/or the Microsites to become users of other on- or offline services directly or indirectly competitive or potentially competitive with Audum Live.

The foregoing provisions of this Section 5 apply equally to and are for the benefit of Audum Live, its subsidiaries, affiliates and its third party content providers and licensors, and each shall have the right to assert and enforce such provisions directly or on its own behalf.

6. Copyright and Trademarks

Everything located on or in this Site, including the Microsites, is the exclusive property of Audum Live, LLC, or used with express permission of the copyright and/or trademark owner. ANY COPYING, DISTRIBUTING, TRANSMITTING, POSTING, LINKING, DEEP LINKING, OR OTHERWISE MODIFYING OF THIS SITE OR ANY OF THE MICROSITES WITHOUT THE EXPRESS WRITTEN PERMISSION OF AUDUM LIVE, LLC IS STRICTLY PROHIBITED. Any violation of this policy may result in a copyright, trademark or other intellectual property right infringement that may subject End User to civil and / or criminal penalties.

This Site contains copyrighted material, trademarks and other proprietary information, including, but not limited to, text, software, photos, video, graphics, music, sound, and the entire contents of Audum Live protected by copyright as a collective work under the United States copyright laws. Audum Live owns a copyright in the selection, coordination, arrangement and enhancement of such content, as well as in the content original to it. End User may not modify, publish, transmit, participate in the transfer or sale, create derivative works, or in any way exploit, any of the content, in whole or in part. End User may download / print / save copyrighted material for End User's personal use only. Except as otherwise expressly stated under copyright law, no copying, redistribution, retransmission, publication or commercial exploitation of downloaded material without the express permission of Audum Live and the copyright owner is permitted. If copying, redistribution or publication of copyrighted material is permitted, no changes in or deletion of author attribution, trademark legend or copyright notice shall be made. End User acknowledges that he/she/it does not acquire any ownership rights by downloading copyrighted material. Trademarks that are located within or on the Site or a Web site otherwise owned or operated in conjunction with Audum Live shall not be deemed to be in the public domain but rather the exclusive property of Audum Live, unless such site is under license from the Trademark owner thereof in which case such license is for the exclusive benefit and use of Audum Live, unless otherwise stated.

End User shall not upload, post or otherwise make available on this Site any material protected by copyright, trademark or other proprietary right without the express permission of the owner of the copyright, trademark or other proprietary right. Audum Live does not have any express burden or responsibility to provide End User with indications, markings or anything else that may aid End User in determining whether the material in question is copyrighted or trademarked. End User shall be solely liable for any damage resulting from any infringement of copyrights, trademarks, proprietary rights or any other harm resulting from such a submission. By submitting material to any public area of this Site, End User warrants that the owner of such material has expressly granted Audum Live the royalty-free, perpetual, irrevocable, non-exclusive right and license to use, reproduce, modify, adapt, publish, translate and distribute such material (in whole or in part) worldwide and/or to incorporate it in other works in any form, media or technology now known or hereafter developed for the full term of any copyright that may exist in such material. End User also permits any other end user to access, view, store or reproduce the material for that end user's personal use. End User hereby grants Audum Live the right to edit, copy, publish and distribute any material made available on this Site by End User.

The foregoing provisions of Section 6 apply equally to and are for the benefit of Audum Live, its subsidiaries, affiliates and its third party content providers and licensors and each shall have the right to assert and enforce such provisions directly or on its own behalf.

7. Disclaimer of Warranty; Limitation of Liability

END USER EXPRESSLY AGREES THAT USE OF THIS SITE AND THE MICROSITES IS AT END USER'S SOLE RISK. NEITHER AUDUM LIVE, ITS AFFILIATES NOR ANY OF THEIR RESPECTIVE EMPLOYEES, AGENTS, THIRD PARTY CONTENT PROVIDERS OR LICENSORS WARRANT THAT USE OF THE SITE WILL BE UNINTERRUPTED OR ERROR FREE; NOR DO THEY MAKE ANY WARRANTY AS TO (I) THE RESULTS THAT MAY BE OBTAINED FROM USE OF THIS SITE, OR (II) THE ACCURACY, RELIABILITY OR CONTENT OF ANY INFORMATION, SERVICE OR MERCHANDISE PROVIDED THROUGH THIS SITE OR THE MICROSITES.

THIS SITE AND THE MICROSITES ARE MADE ACCESSIBLE ON AN "AS IS" BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF TITLE OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OTHER THAN THOSE WARRANTIES WHICH ARE IMPLIED BY AND INCAPABLE OF EXCLUSION, RESTRICTION OR MODIFICATION UNDER THE LAWS APPLICABLE TO THIS AGREEMENT.

THIS DISCLAIMER OF LIABILITY APPLIES TO ANY DAMAGES OR INJURY CAUSED BY ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS, COMMUNICATION LINE FAILURE, THEFT OR DESTRUCTION OR UNAUTHORIZED ACCESS TO, ALTERATION OF, OR USE OF RECORD, WHETHER FOR BREACH OF CONTRACT, TORTIOUS BEHAVIOR, NEGLIGENCE, OR UNDER ANY OTHER CAUSE OF ACTION. END USER SPECIFICALLY ACKNOWLEDGES THAT AUDUM LIVE IS NOT LIABLE FOR THE DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT OF OTHER USERS OR THIRD-PARTIES AND THAT THE RISK OF INJURY FROM THE FOREGOING RESTS ENTIRELY WITH END USER.

IN NO EVENT SHALL AUDUM LIVE, OR ANY PERSON OR ENTITY INVOLVED IN CREATING, PRODUCING OR DISTRIBUTING THIS SITE OR THE CONTENTS HEREOF, INCLUDING THE MICROSITES AND ANY SOFTWARE, BE LIABLE FOR ANY DAMAGES, INCLUDING, WITHOUT LIMITATION, DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES ARISING OUT OF THE USE OF OR INABILITY TO USE THIS SITE. END USER HEREBY ACKNOWLEDGES THAT THE PROVISIONS OF THIS SECTION SHALL APPLY TO ALL CONTENT ON THIS SITE AND THE MICROSITES.

IN ADDITION TO THE TERMS SET FORTH ABOVE, NEITHER AUDUM LIVE, NOR ITS AFFILIATES, INFORMATION PROVIDERS OR CONTENT PARTNERS SHALL BE LIABLE REGARDLESS OF THE CAUSE OR DURATION, FOR ANY ERRORS, INACCURACIES, OMISSIONS, OR OTHER DEFECTS IN, OR UNTIMELINESS OR UNAUTHENTICITY OF, THE INFORMATION CONTAINED WITHIN THIS SITE OR ANY OF THE MICROSITES, OR FOR ANY DELAY OR INTERRUPTION IN THE TRANSMISSION THEREOF TO THE END USER, OR FOR ANY CLAIMS OR LOSSES ARISING THEREFROM OR OCCASIONED THEREBY. NONE OF THE FOREGOING PARTIES SHALL BE LIABLE FOR ANY THIRD-PARTY CLAIMS OR LOSSES OF ANY NATURE, INCLUDING WITHOUT LIMITATION LOST PROFITS, PUNITIVE OR CONSEQUENTIAL DAMAGES.

AUDUM LIVE IS NOT RESPONSIBLE FOR ANY CONTENT THAT A USER, SUBSCRIBER, OR AN UNAUTHORIZED USER MAY POST ON THIS SITE OR ANY OF THE MICROSITES. ANY CONTENT THAT IS POSTED OR UPLOADED THAT IS OR MAY BE DEEMED UNSUITABLE CAN AND MAY BE TAKEN DOWN BY AUDUM LIVE. MOREOVER, AUDUM LIVE RESERVES THE RIGHT TO EDIT, CHANGE, ALTER, DELETE AND PROHIBIT ANY AND ALL CONTENT THAT IT, AUDUM LIVE, DEEMS UNSUITABLE.

8. Monitoring

Audum Live shall have the right, but not the obligation, to monitor the content of the Site at all times, including any chat rooms and forums that may hereinafter be included as part of the Site, to determine compliance with this Agreement and any operating rules established by Audum Live, as well as to satisfy any applicable law, regulation or authorized government request. Without limiting the foregoing, Audum Live shall have the right to remove any material that Audum Live, in its sole discretion, finds to be in violation of the provisions hereof or otherwise objectionable.

9. Privacy

End User acknowledges that all discussion for ratings, comments, bulletin board service, chat rooms and/or other message or communication facilities (collectively "Communities") are public and not private communications, and that, therefore, others may read End User's communications without End User's knowledge. Audum Live does not control or endorse the content, messages or information found in any Community, and, therefore, Audum Live specifically disclaims any liability concerning the Communities and any actions resulting from End Users participation in any Community, including any objectionable content. Generally, any communication which End User posts to Audum Live (whether in chat rooms, discussion groups, message boards or otherwise) is considered to be non-confidential. If particular web pages permit the submission of communications that will be treated by Audum Live as confidential, that fact will be stated on those pages. By posting comments, messages or other information on the Site, End User grants Audum Live the right to use such comments, messages or information for promotions, advertising, market research or any other lawful purpose. For more information, see Audum Live's Privacy Policy.

10. License Grant

By posting communications on or through this Site, End User shall be deemed to have granted to Audum Live a royalty-free, perpetual, irrevocable, non-exclusive license to use, reproduce, modify, publish, edit, translate, distribute, perform, and display the communication alone or as part of other works in any form, media, or technology whether now known or hereafter developed, and to sublicense such rights through multiple tiers of sub-licensees.

11. Indemnification

End User agrees to defend, indemnify and hold harmless Audum Live, its affiliates and their respective directors, officers, employees and agents from and against all claims and expenses, including attorneys' fees, arising out of the use of this Site and/or the Microsites by End User.

12. Termination

Audum Live may terminate this Agreement at any time. Without limiting the foregoing, Audum Live shall have the right to immediately terminate any passwords or accounts of End User in the event of any conduct by End User which Audum Live, in its sole discretion, considers to be unacceptable, or in the event of any breach by End User of this Agreement. The provisions of Sections 3, 5, 6, 7, 10, 11, 12 will survive termination of this Agreement.

13. Trademarks

Audum Live is a trademark of Audum Live, LLC. All rights in respect of this trademark are hereby expressly reserved. Unless otherwise indicated, all other trademarks appearing on Audum Live are the property of their respective owners.

14. Third Party Content

Audum Live, similar to an Internet Service Provider, is a distributor (and not a publisher) of content supplied by third parties and End Users. Accordingly, Audum Live has no more editorial control over such content than does a public library, bookstore or newsstand. Any opinions, advice, statements, services, offers, or other information or content expressed or made available by third parties, including information providers, or any other end users are those of the respective author(s) or distributors) and not of Audum Live. Neither Audum Live nor any third-party provider of information guarantees the accuracy, completeness, or usefulness of any content, nor its merchantability or fitness for any particular purpose. (Refer to Section 6 above for the complete provisions governing limitation of liabilities and disclaimers of warranty.)

In many instances, the content available through this Site represents the opinions and judgments of the respective information provider, end user, or other user not under contract with Audum Live. Audum Live neither endorses nor is responsible for the accuracy or reliability of any opinion, advice, or statement made on Audum Live by anyone other than authorized Audum Live employee spokespersons while acting in official capacities. Under no circumstances will Audum Live be liable for any loss or damage caused by an end user's reliance on information obtained through Audum Live. It is the responsibility of End User to evaluate the accuracy, completeness, or usefulness of any information, opinion, advice, etc., or other content available through Audum Live.

Audum Live contains links to third party Web sites maintained by other content providers. These links are provided solely as a convenience to you and not as an endorsement by Audum Live of the contents on such third-party sites and Audum Live hereby expressly disclaims any representations regarding the content or accuracy of materials on such third-party Web sites. If End User decides to access linked third-party Web sites, End User does so at its own risk. Unless you have executed a written agreement with Audum Live expressly permitting you to do so, you may not provide a hyperlink to the Site from any other website. Audum Live reserves the right to revoke its consent to any link at any time in its sole discretion.

15. Miscellaneous

This Agreement and any operating rules for Audum Live established by Audum Live, LLC constitute the entire agreement of the parties with respect to the subject matter hereof. No waiver by either party of any breach or default hereunder is a waiver of any preceding or subsequent breach or default. The section headings used herein are for convenience only and shall be of no legal force or effect. If any provision of this Agreement is held invalid by a court of competent jurisdiction, such invalidity shall not affect the enforceability of any other provisions contained in this Agreement and the remaining portions of this Agreement shall continue in full force and effect. The failure of either party to exercise any of its rights under this Agreement shall not be deemed a waiver or forfeiture of such rights or any other rights provided hereunder.

Audum Live's headquarters are in Chicago, Illinois. Legal issues arising out of, but not exclusive to the use of, this Site or the Microsites (unless otherwise specifically stated) are governed by and in accordance with the laws of the State of Illinois (exclusive of its rules regarding conflicts of laws). By using this Site, End User agrees that any dispute or claim arising out of or in connection with this Agreement or the performance, breach or termination thereof, or the Site or any Microsite, shall be finally settled by arbitration in Chicago, Illinois under the rules of arbitration of the American Arbitration Association.

II. TERMS OF SALE

By placing an Order, you make an offer to us to purchase the Code you have selected on the terms and conditions stated below. For more information, please view our privacy policy.

You are required to create an account in order to purchase any product. This is required so we can provide you with easy access to print your orders, view your past purchases, modify your preferences, and to ensure permissible use of the product.

The Audum Live Code you purchase is redeemable for goods or services by the seller of such goods and services, hereinafter defined as "Merchant." The Merchant, not Audum Live, is the seller of the goods and services and is solely responsible for redeeming any Audum Live you purchase. Audum Live sells a Code that can be redeemed in connection with your purchase of the goods or services from Merchant.

1. Terms and Conditions for Bar & Restuarant-Specific Codes

For this section, Restaurant and Bar shall be defined as a merchant who offers food and beverage for sale in its regular business operations, and is making such food and beverages available to purchasers of Audum Live Codes.

• Redemption frequency is determined by restaurants, and shall be contained in the Code offer on Audum Live.

• Use of Restaurant and Bar-Specific Codes for alcoholic beverages is at the sole discretion of the restaurant. Restaurant agrees to comply with all state laws pertaining to the same.

• It is at the discretion of the restaurant or bar to determine whether Audum Live Codes can be combined with any other restaurant Codes, third party certificates, coupons, or promotions.

• Restaurant and Bar-Specific Codes cannot be used for taxes, tips or prior balances, unless permitted by the Restaurant.

• Valid for dine in only unless otherwise stated

• The issuing of restaurant credit is at the sole discretion of the restaurant unless otherwise required by law.

• Neither the seller nor the restaurant or bar is responsible for lost or stolen Codes or restaurant Code reference numbers.

• Reproduction, sale or trade of this Restaurant and Bar-Specific Code is prohibited unless done so in compliance with the law.

• Restaurant and Bar-Specific Codes can only be used during the pre-determined and stated time of the event

• Any attempted redemption not consistent with these terms & conditions will render the Restaurant and Bar-Specific Code void.

• The Audum Live offer (including, but not limited to, any discounts) is only valid for the date & time of the event specified on the Audum Live Code, except that the Merchant may continue to redeem the unused cash value you paid for the Audum Live (which is usually less than the original face value of the Code) to the extent required by applicable law. See Section 3 below for a more detailed explanation.

• If you redeem the Code for less than its face value, you will not be entitled to a credit, cash or a new Code equal to the difference between the face value and the amount you redeemed, unless otherwise required by law. You will only be entitled to a continuing redemption value as noted above if the amount that you paid for the Code exceeds the amount you redeemed. For example, if you paid $20 for a Code which entitles you to a ticket to an event which features $50 of product on February 1, 2010 from 7:30pm CST - 10:30pm CST and you consume only $40 at said event, you will not be entitled to a credit or cash equal to the difference between the $50 face value and the amount you redeemed. Neither will you have any redemption value where the amount you redeemed is more than what you paid for the Code.

• All purchases of Codes for Restaurants and Bars may have statutory limitations on the amount of the Code value that can be redeemed for alcoholic beverages. For example, for customers purchasing Codes for Restaurants in Ohio, the redemption of the Audum Live Code may be subject to the limitations imposed by the Ohio Revised Code Title [43] XLIII, Section 4301.01, which imposes a limitation of redeeming Codes at restaurants and bars that serve both food and alcoholic and intoxicating liquor beverages, such that the redemption of such Code can only be applied to alcoholic and intoxicating liquor beverages for up to 30% of the value of the Code. Compliance with state statutes or codes (for example, the Ohio Revised Code) is the responsibility of the Merchant. Audum Live's sole role in the transaction is as a marketing agent for the Merchant Code, and the applicability and compliance with any relevant statute or code is solely determined and consummated by the Merchant, and Audum Live has no role in such determination or action on the part of the Merchant.

2. Terms and Conditions for Non-Restaurant Merchant Codes

• Merchant Code may be applied only to admission to the pre-determined event hosted by the merchant and product provided by the merchant.

• Limit one (1) Code per redemption. Only one Code can be used per person unless otherwise specified by merchant.

• The issuing of credit is at the sole discretion of the merchant unless otherwise required by law.

• Neither the seller nor the merchant is responsible for lost or stolen Code or Code's reference number.

• Code cannot be combined with any other Codes, third party certificates, coupons, or promotions, unless otherwise specified by merchant.

• Reproduction, sale or trade of this Code is prohibited unless done so in compliance with the law.

• Any attempted redemption not consistent with these terms and conditions will render the Code null and void.

• Void to the extent prohibited by law.

• The Audum Live offer (including, but not limited to, any discounts) expires on the date specified on the Audum Live Code, except that the Merchant may continue to redeem the unused cash amount you paid for the Audum Live (which is usually less than the original face value of the Audum Live) to the extent required by applicable law. See section 3 for a more detailed explanation.

• If you redeem the Code for less than its face value, you will not be entitled to a credit, cash or a new Code equal to the difference between the face value and the amount you redeemed, unless otherwise required by law. You will only be entitled to a continuing redemption value as noted above if the amount that you paid for the Code exceeds the amount you redeemed. For example, if you paid $20 for a Code which entitles you to a ticket to an event which features $50 of product on February 1, 2010 from 7:30pm CST - 10:30pm CST and you consume only $40 at said event, you will not be entitled to a credit or cash equal to the difference between the $50 face value and the amount you redeemed. Neither will you have any redemption value where the amount you redeemed is more than what you paid for the Code.

3. Additional Terms and Conditions for All Audum Live Products

All Codes printed from the Audum Live website or any website associated with Audum Live are promotional Codes that are offered to customers below their face value and shall be subject to the terms and conditions of Audum Live and the participating Restaurant, Bar, or merchant. The Merchant is the seller of the goods or services which you are purchasing.

The holder and issuer of a Restaurant and Bar-Specific Code is the restaurant or bar. The holder and issuer of a Merchant Code is the merchant. As a holder and issuer of the Code, the restaurant, bar, or merchant shall be fully responsible for any and all injuries, illnesses, damages, claims, liabilities and costs suffered by or in respect of a customer, caused in whole or in part by the restaurant or the merchant, as well as for any unclaimed property liability arising from unredeemed Codes. Restaurant and Bar-Specific Codes and Merchant Codes are redeemable in their entirety only and may not be redeemed incrementally.

According to the laws of the respective states in which you purchased your Code, and in which you wish to redeem your Code at the Merchant, the Merchant is responsible for allowing you to redeem your Code for the cash value based on the money you actually paid for your Code (i.e. if you paid $20 for a Code which gives you $50 of value to the Merchant, the cash value that you paid is $20, not $50), for a period of time that may extend beyond the expiration date and time on the Code.