SUGGESTIONBOX.COM, INC.

TERMS AND CONDITIONS

This Terms & Conditions Agreement ("Terms" or "Agreement") applies to your use of SuggestionBox.com, Inc.’s website, located at http://www.SuggestionBox.com (our "Website"), your use of our suggestion widget on other websites (the "Widget"), and/or using the services we offer through our Website (our Website, our Widgets, and the services we offer are collectively referred to as the "Services"). The Services allow users to submit ideas, suggestions, thoughts and innovations ("Suggestions") to companies, groups, organizations or others ("Recipient").

These Terms of Service, along with SuggestionBox.com’s Privacy Policy, located at http://www.SuggestionBox.com/privacy ("Privacy Policy," which is incorporated herein), set forth the legally binding contract for your use of the Services.

By completing the registration process and using the Services, you agree to be bound at all times by the terms and conditions of this Agreement. Please read this Agreement carefully and save it. If you do not agree with all of the terms and conditions set forth in this Agreement, you should leave the Website and discontinue your use of the Services immediately.

Services.

Submission. We set up SuggestionBox.com to allow consumers like yourself to submit Suggestions to selected recipients. If your Suggestion clearly identifies a Recipient by email or otherwise, we will forward the Suggestion to the Recipient. SuggestionBox.com does not guarantee that a Recipient will receive, accept, review, acknowledge, implement or take any action on your Suggestion.

Representations and Warranties. By using the Services, you represent and warrant that: (a) all registration information and all Suggestions you submit are truthful and accurate; (b) you will maintain the accuracy of your registration information; (c) you are at least eighteen (18) years of age and capable of forming binding contracts; (d) your use of the Services does not violate any applicable law (including intellectual property law), regulation, or other agreement.

No Payment. You acknowledge and agree that neither SuggestionBox.com nor any Recipient will be obligated under this Agreement to compensate you or any other person, in any way, for your Suggestion.

Restrictions. Furthermore, you may not use the Services in any manner (including automated access through, for example, spiders, scripts, or robots) that could damage, disable, overburden, or impair the Services.

Ownership of Submissions. Any and all Suggestions shall be the sole and exclusive property of the intended Recipient or of SuggestionBox.com.

Assignment. You hereby irrevocably assign to the intended Recipient and to SuggestionBox.com (in each case, the "Assignee") all right, title and interest worldwide in and to any and all Suggestions (including all rights existing under patent, trademark, copyright, trade secret, and all other intellectual property laws) you submit. Your submissions and their contents will automatically become the property of SuggestionBox.com, the Recipient, an unintended party, and/or made public on the SuggestionBox.com website without any compensation whatsoever. SuggestionBox.com may use or redistribute the submissions and their contents for any purpose and in any way.

Other Rights. If you have any right to each Suggestion that cannot be assigned to the Assignee, you unconditionally and irrevocably grant to Assignee an exclusive, irrevocable, perpetual, worldwide, fully paid and royalty-free license, with rights to sublicense through multiple levels of sub licensees, to reproduce, make derivative works of, distribute, publicly perform and publicly display in any form or medium, whether now known or later developed, make, use, sell, import, offer for sale any product or service that would infringe such rights. If you have any rights to the Suggestion that cannot be assigned or licensed to Assignee, you unconditionally and irrevocably waive the enforcement of such rights, and all claims and causes of action of any kind against Assignee or related to Assignee’s customers, with respect to such rights, and agrees, at Assignee’s request and expense, to consent to and join in any action to enforce such rights.

Assistance. You agree to assist Assignee in every way to obtain and enforce United States and foreign intellectual property rights relating to the Suggestions. In the event Assignee is unable to secure your signature on any document needed in connection with such purposes, you hereby irrevocably designate and appoint Assignee and its duly authorized officers and agents as your agent and attorney in fact, which appointment is coupled with an interest, to act on your behalf to execute and file any such documents and to do all other lawfully permitted acts to further such purposes with the same legal force and effect as if executed by you.

No Confidentiality. Any Suggestions you provide shall be deemed to be non-confidential. SuggestionBox.com and the Recipient shall be free to use such information on an unrestricted basis and will have no duty or obligation to hold such information in confidence.

Understanding. SuggestionBox.com and/ or Recipient may have already developed, and is not restricted from developing, products, services or other improvements similar to or competitive with any submitted Suggestion.

Acceptable Use and Conduct. You are solely responsible for any and all Suggestions that are submitted by you and all use of your SuggestionBox.com account. We may terminate or suspend your access to the Service in our discretion. We have the right (but not the obligation) to investigate or review any Suggestions and delete (or modify) any Suggestion that in our sole judgment violates this Agreement or which is in appropriate or may create legal liability for us, you, or a Recipient.

Disclaimer of Warranties. The services are provided "as is," with no warranties whatsoever. SuggestionBox.com and the SuggestionBox.com licensors expressly disclaim to the fullest extent permitted by law all express, implied, and statutory warranties, including without limitation the warranties of merchantability, fitness for a particular purpose, title, and non infringement of proprietary rights.

Limitation of Liability. In no event will SuggestionBox.com or SuggestionBox.com licensors be liable to you for: any compensation, lost profits, consequential damages, special damages, or statutory damages; or for any amounts in excess of fifty US dollars ($50).

Indemnification. You agree to indemnify and hold harmless SuggestionBox.com and the Recipients from any liability, cost, expense, or claim or demand made by any third party, due to or arising out of or related to your conduct or in connection with the Services.

Miscellaneous Provisions.

Governing Law. This Agreement will be governed by the laws of the the United States of America, and the internal laws of the State of California, without giving effect to any principles that may provide for the application of the law of a different state. You hereby expressly consent to personal jurisdiction and venue in the state and federal courts for San Diego County. The prevailing party in any dispute relating to the Service or this Agreement will be entitled to recover its costs, expenses and reasonable attorney fees incurred in connection with such dispute.

Notwithstanding anything to the contrary contained herein, if a dispute arises under this Agreement, the parties shall first attempt, for a period of thirty (30) days after notice from either party, to resolve the dispute in good faith by direct negotiation of representatives of the respective parties. Any costs and fees associated with the informal dispute resolution shall be shared equally by the parties.

Severability, Entire Agreement. If for any reason a court of competent jurisdiction finds any provision or portion of this Agreement to be unenforceable, the remainder of the Agreement will continue in full force and effect. Sections 2, 4, 5, 6, and 7 of this Agreement will survive any termination of this Agreement. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersede and replace all prior or contemporaneous understandings or agreements, written or oral, regarding such subject matter. Any waiver of any provision of this Agreement will be effective only if in writing and signed by SuggestionBox.com.

Comments. If you have comments on the Services or ideas on how to improve them, please contact us through SuggestionBox.SuggestionBox.com or via email at info@SuggestionBox.com. Please note that by doing so, you also grant SuggestionBox.com permission to use and incorporate your ideas or comments into SuggestionBox.com Website without further compensation.

Amendments. This Agreement may be amended by SuggestionBox.com from time to time. If we make material changes to this Agreement, we will send you notice of the changes by sending a message to you at the last email address you provided to us. You agree that such amended Agreement will be effective no later than 30 days after the notice is sent to you, and your continued access to the Website or use of the Services after that time shall constitute your acceptance of the amended Agreement.

This document was last revised April 17, 2008.