Felicite Gift Registry Agreement

This agreement (the "Agreement") is between you (the "Registrant") and Felicite.com, Inc, ("Felicite"), and shall constitute the entire and complete agreement between you and Felicite in connection with this registry service (the "Service"). By accepting and using the Service, you agree to be bound by all of the terms and conditions set forth below. In consideration of the mutual covenants contained herein you and Felicite agree as follows:

1. REGISTRY SETUP. The Registrant may set up a gift registry by visiting www.Felicite.com and submitting a registry application on-line ("Felicite Registry"). The Registrant may also set up a gift registry by visiting the web site of a Member Merchant or by visiting their store and submitting a registry application ("Merchant Registry"). Member Merchants are listed in green in the Merchant Directory located at http://www.felicite.com/mdir.
   
   Merchant Registries may have features that are different from Felicite Registries. These differences are highlighted in this Agreement where relevant.
   
   

2. CUSTOMIZED REGISTRY. Once an application is submitted and accepted, Felicite shall create a set of personalized web pages containing information submitted by the Registrant and shall make it available for viewing on the Internet by visitors (the "Guest" or "Guests"). The web pages shall include an area where the Registrant can provide information about the event, a gift list containing a list of preferred gifts (the "Gift List"), an on-line photo album, an on-line guestbook, an on-line RSVP service and an on-line E-Notification system.
   
   Guests may search for a particular registry from the Felicite website or from a Member Merchant website using the Registrant's first and last name. They may also access the Registry using a special URL. The Registrant may restrict Guest access to the Registry by assigning an optional password (the "Guest Password").
   
   If a Guest Password is assigned, Felicite shall do its best to limit registry access to Guests who have entered the correct password. However, Felicite shall not be liable for damages, actual or consequential, that may result from unauthorized access.

3. FEES. The fee for setting up a Felicite Registry or a Merchant Registry is zero. The hosting fee for maintaining a gift registry is zero.

4. ADDING GIFTS. Registrants may add gifts from Member Merchants by visiting the merchant's website and clicking on the Add to Registry button placed on the merchant's product pages for this purpose. Registrants may also visit the Member Merchant's retail store and select gifts in accordance with procedures set forth by the Member Merchant. Member Merchants are merchants who have installed Felicite's gift registry technology on their website and who have agreed to accept orders from Felicite automatically. Member Merchants are marked in green in the Felicite Merchant Directory.
   
   Registrants may add gifts from Non-Member Merchants by using the Gift Form provided on the registry for this purpose. When using the Gift Form to register a gift from a Non-Member Merchant, the Registrant is required to specify the name of the gift (the "Gift Name"), the name of the merchant (the "Specified Merchant"), and the retail price of the gift (the "Gift Price"). The Registrant is solely responsible for entering this information correctly. If the information is not entered correctly, Felicite may not be able to place the order, the order may be delayed, or the wrong gift may be ordered. Felicite shall not be responsible for any errors caused by erroneous information.
   
   Felicite reserves the right to reject gift orders from any Non-Member Merchant for any reason. For example, Felicite does not process gift orders for Non-Member Merchants located outside of the United States or if the Non-Member Merchant has not yet passed Felicite's customer service review process ("Special Merchants"). Non-Member Merchants who have passed Felicite's customer service review process are called "Approved Merchants". Only Approved Merchants are listed in the Specified Merchant Drop Down Box on the Gift Form. However, gifts from Special Merchants may still be registered as Cash Gifts by choosing "Cash Gifts" as the Specified Merchant in the Gift Form. With Cash Gifts all contributions are credited to the Registrant's account and when the Registrant presses the "Settle Registry" button Felicite shall send a check to the Registrant for the cash balance of the account. The Registrant may then purchase the gifts themselves. As a matter of policy, Felicite does not disclose to Gift Givers whether a gift is a Cash Gift or whether a merchant is a Special Merchant or an Approved Merchant.
   
   Registrants may add Cash Gifts by using the Gift Form provided on the registry for this purpose. When using the Gift Form to register a Cash Gift, the Registrant is required to specify the Gift Name and the Gift Price. In addition the Registrant selects "Cash Gift" as the Specified Merchant in the Gift Form Drop Down Box. If the Gift Price is zero then the Cash Gift will be an Open-Ended Cash Gift, which means that there is no upper limit to how much gift givers can contribute towards the gift.
   
   All contributions to Cash Gifts are automatically credited to the Registrant's account. When the Registrant clicks on the "Settle Registry" button, Felicite shall automatically send the Registrant a check for the balance of the account.

5. GIFT PURCHASE. Guests may log in to the Registry by using the Search for Registry box located on Felicite's web site or on Member Merchant web sites. Once logged in they may view the Gifts List and purchase a gift (the "Gift"). At the time of the purchase, the Guest shall pay the Gift Price plus any applicable Shipping Fees. The Shipping Fee shall include all direct costs associated with the order such as postage, sales tax, and any applicable merchant or credit card fees. The total amount of the Shipping Fee shall be clearly disclosed to the Guest at the time of purchase and the Guest shall have the opportunity of canceling the order at that time. After the purchase the Gift List shall be automatically updated to avoid duplicate gifts. Once a gift has been purchased, Felicite shall either order the gift from the appropriate merchant or credit the Registrant's account in accordance with the procedures set forth below (the "Order").

6. PARTIAL PURCHASE. A Partial Purchase takes place when a Guest contributes an amount (the "Price Paid") towards the Gift that is less than the Gift Price. When a Guest makes a Partial Purchase, the Price Paid shall be added to the amounts already paid (the "Balance"). When the Balance equals the Gift Price, Felicite shall order the gift from the appropriate merchant in accordance with the procedures set forth below (the "Order").

7. MEMBER MERCHANT ORDERS. If the Gift is from a Member Merchant, then the Order shall be automatically sent to the Member Merchant for processing. A Member Merchant is defined as a Merchant who has an explicit agreement with Felicite for the automatic routing of orders. If the gift is out of stock or otherwise unavailable, the Member Merchant may at its option (1) contact the gift recipient to see if they would like to substitute a different gift or accept store credit; (2) cancel the transaction and issue a refund to the gift giver; or (3) cancel the transaction and issue a Cash Refund to the Registrant. If a Cash Refund is issued to the Registrant, the amount is credited to the Registrant's account. At any time, the Registrant may click on the "Settle Registry" button and a check will be issued for the cash balance of the account. Cash Refunds include only the price of the gift and not the shipping.

8. NON-MEMBER MERCHANT ORDERS. If the Gift ordered is from a Non-Member Merchant, Felicite shall wait until one to two weeks before the Event Date and then manually order the gift ("Manual Order"). Felicite shall also check to see if the gift is part of a complete set. If the Gift is part of a complete set and the complete set has not been fully purchased, then Felicite shall wait until the complete set has been purchased before placing the Order.
   
   Notwithstanding the above paragraph, the Registrant may at any time email Felicite to request that a Manual Order be placed immediately. Upon the receipt of such a request, Felicite shall do its best, in good faith, to place the Manual Order as soon as possible.
   
   If for any reason Felicite is unable to place the order, then Felicite shall notify the Registrant and issue a Cash Refund to the Registrant's account. At any time, the Registrant may click on the "Settle Registry" button and Felicite shall issue a check for the cash balance of the account. Cash Refunds include only the Gift Price and do not include Shipping Fees, if any. The Shipping Fee is used to compensate Felicite for its expenses in processing the order, irregardless of whether it was successful in placing the order.
   
   Felicite does not guarantee that the gift will be available from the Non-Member Merchant at the Gift Price. Merchants adjust their inventories from time to time and the gift may not be available at the time Felicite places the order. Felicite has no obligations to monitor inventory levels until the item is in stock again. Should the item be available again Felicite is under no obligation to reorder the item. Merchants change the price of their products from time to time and it is the Registrant's responsibility to monitor price changes and update the price when necessary. If the price of the gift from the Non-Member Merchant is more than the Gift Price at the time Felicite places the Order, then Felicite shall be unable to order the Gift and shall notify the Registrant and issue a Cash Refund to the Registrant's account. At any time, the Registrant may click on the "Settle Registry" button and Felicite shall issue a check for the balance of the account. Refunds include only the gift price and not the shipping. If the price of the gift is less than the Gift Price, then the difference shall constitute a Product Discount that is non-refundable. A Product Discount is defined as the difference between what the Gift Giver paid for the gift and what Felicite was charged for the gift by the Merchant. Due to its relationship with merchants, Felicite from time to time may receive preferential pricing from merchants for gift orders that it places.
   
   Felicite as a matter of policy does not deal with Non-Member Merchants located outside of the United States. If the Order is for a Non-Member Merchant located outside the United States, then Felicite shall be unable to place the order and instead shall notify the Registrant and issue a Cash Refund to the Registrant's account. At any time, the Registrant may click on the "Settle Registry" button and Felicite shall issue a check for the balance of the account.
   
   Felicite reserves the right to not send orders to merchants who do not satisfy Felicite's minimum customer service requirements or who in the past have been unresponsive to customer inquiries or requests. A list of these Non-Member Merchants is available upon request. Orders for these merchants shall be converted into Cash Refunds and credited to the Registrant's account. At any time, the Registrant may click on the "Settle Registry" button and Felicite shall issue a check for the balance of the account.

9. INCOMPLETE PARTIAL PURCHASES. An Incomplete Partial Purchase is defined as a gift where the Balance is greater than zero but less than the Gift Price. The Registrant may request a settlement of all Incomplete Partial Purchases by emailing Felicite.com (the "Settlement Request"). If Felicite receives a Settlement Request, it shall settle all Incomplete Partial Purchases by issuing a check to the Registrant.

10. PARTIAL PURCHASE SETTLEMENT INSTRUCTIONS. At the time the Registry is set-up and from to time thereafter, the Registrant may request the incomplet partial purchases by emailing Felicite.com (the "Settlement Request"). If Felicite receives a Settlement Request, it shall settle all Incomplete Partial Purchases by issuing a check to the Registrant.

11. CASH REFUNDS AND RETURNS. Before an order has been sent to the Merchant, the Registrant may request that the order be canceled and a Cash Refund issued to the account. Felicite shall accommodate these requests as a courtesy and shall not be liable for any loss or damage caused by any delay in cancellation request processing. If the Registrant is not sure whether they would like to have the gift ordered, then they should use the "Hold Gift" option. After an order has been sent to the Merchant, the Registrant must contact the Merchant directly for returns or refunds, and shall be subject to the Merchant's return policies. Cash Refunds shall include only the gift price and not the Shipping Fee.

12. CASH GIFTS. The Registrant may designate a gift as a Cash Gift by selecting "Cash Gift" as the Specified Merchant at the time the gift is added to the registry. When a Cash Gift is purchased, the contribution will be credited to the account. At any time the Registrant may click on the "Settle Registry" button and Felicite shall issue a check for the cash balance of the account. There is no charge to the Registrant for registering a Cash Gift, however, gift givers shall be charged a Transaction Fee of 4.9% at the time of their purchase. As a matter of policy Felicite does not disclose to Gift Givers whether a gift has been designated as a Cash Gift.

13. TERMINATION. Either party may terminate this agreement immediately with or without cause by closing the registry. Neither party shall be liable to each other or any third party for termination of this agreement and the Service. As a private service, Felicite reserves the right to close any account, for any reason, with or without cause.

14. AGE REQUIREMENT. The Registrant must be 18 or older to use the Service. Felicite reserves the right to require proof of age and identity from the Registrant. Failure to provide the required information shall be grounds for termination of the Service.

15. PHOTO ALBUM. Pictures added to the online photo album become the property of Felicite and may be used by Felicite for marketing or promotional purposes. Felicite reserves the right to remove any pictures it considers inappropriate.

16. MODIFICATION TO THE AGREEMENT. The Agreement may be modified by Felicite from time to time without notice. A link to the current version of the Agreement shall be accessible on the Registry at all times. Continue use of the Registry shall constitute agreement to the modified terms of the Agreement.

17. LAWFUL CONDUCT. The Registrant is solely responsible for the content of the Registry. The Registrant agrees to comply with all applicable laws and regulations in connection with the use of the Service. Felicite reserves the right to close any registry it feels is inappropriate or inconsistent with its business objectives. In particular, Felicite does not allow the use of the Service in connection with the anonymous solicitation of gifts, commercial use, or sites associated with unlawful or otherwise objectionable activities.

18. INDEMNIFICATION. The Registrant agrees to indemnify and hold Felicite, its subsidiaries, affiliates, officers and employees, harmless from any claim or demand, including reasonable attorneys' fees, made by any third party due to or arising out of the use of the Service.

19. LINKS. This web site may contain links to other web sites. However, Felicite does not control these other web sites and therefore cannot be responsible for any content on such web sites nor any loss suffered in relation to the use of such web sites. The Registrant waive any and all claim against Felicite, its directors, employees or other representatives regarding the inclusion of links to outside web sites or the use of those web sites.

20. PRIVACY. Felicite shall not share the Registrant's personal information with advertisers without permission, and will do its best to safeguard personal information from unauthorized access. However, Felicite shall not be liable for any damages, actual or consequential, which may result from unauthorized disclosure of personal information.

21. WAIVER. The waiver by either party of a breach of any provision of this agreement by the other party shall not be construed as a waiver of any subsequent breach by such other party.

22. SEVERABILITY. If any part of this agreement is invalid or unenforceable under any applicable law, such event shall not render invalid or unenforceable the remainder of this agreement.

23. GOVERNING LAW. This agreement Shall be governed by Connecticut law other than the conflict of laws provisions thereof. You irrevocably consent to the exclusive jurisdiction of the federal district courts or the state courts located in Connecticut, in connection with any action arising out of this Agreement or its subject matter. Each party waives any objection based on lack of personal jurisdiction, place of residence, improper venue or forum non conveniens in any such action.