Program Eligibility.
Eligibility to participate in this ProPoints Program (the "Program") is limited to businesses/persons that: (a) are lawfully organized and doing business in the United States; (b) perform professional pest control services; (c) purchase Program products for professional use and not for re-sale or any other form of distribution, (d) represent Vegetation Manager, Quali-Pro and in some select instances CSI and MANA brand products as qualified distributor representatives (See Product Point Values for a list of current ProPoints products); and (e) are approved for participation in the Program by FarmSaver.com, LLC ("FarmSaver"), in its sole discretion. A business that participates in the Program (a "Member") is required to appoint a primary contact person who shall have the authority to administer all aspects of the Program on behalf of the Member including, but not limited to, the redemption of Program rewards. Only 1 Program account may be allowed per Member.

Program Points.
The procedures for earning Program points are specified under "About ProPoints" in The Program and are incorporated herein. Program points are not transferable by Members under any circumstances and are not redeemable for cash and may not be exchanged for cash equivalent. In order to earn points: (a) Program products must be purchased from authorized distributors or representatives of such distributors that are approved by FarmSaver; (b) in order to receive points invoices or copies of invoices must be submitted within 120 days after the date of purchase specified on the relevant invoice. Distributor Sales Reps are eligible to receive points during the Quali-Pro early order period, September 15, 2006 – December 28, 2006. Distributor sales reps must submit proof of sale for activity during the early order program by June 30, 2007.

Only invoices including all required information (Company name, Participant Name, address, phone number, purchase date, distributor name, products purchased by units, e.g. number of gallons/pounds, purchase price(s) per unit/product) will be honored. Note: Receipts that do not include all required information may be rejected and no points will be awarded.

FarmSaver and any other companies sponsoring the Program (the "Program Sponsors") reserve the right to verify the amount of points earned by any Member and to resolve any discrepancies in the event of a dispute. No information submitted to earn points shall be returned to the Member. Points will not be awarded for returned products. Product returns are monitored and relevant point values will be deducted from Members account upon return.

Program Rewards.
The procedures for redeeming Program rewards are specified under "Redeem Points" on the Program website and are incorporated herein. Point amounts required for the redemption of catalog items are specified on the Award Catalog page and are incorporated herein. Orders for Program rewards which are made by Members may be changed or cancelled by the Member within 1 day after order placement for merchandise.

All rewards are subject to availability. If a reward is backordered, the Member will be notified. If a merchandise model is updated, Member will receive the current model equivalent of selected item. FarmSaver reserves the right at any time to alter, change or substitute the rewards which are available under the Program. Rewards from the Program are considered volume rebates, or volume discounts, where Members are rewarded based on the volume level of qualifying products that are purchased. 1099 forms are not required for tax purposes.

Member Accounts.
FarmSaver reserves the right to suspend a Member from the Program and to terminate its account based on said Member's: (a) misconduct; (b) fraud; or (c) violation of the Program's terms and conditions. In this event, all of the terminated Member's accumulated points shall be immediately cancelled.

A Member may cancel its Program account at any time by providing written notice to FarmSaver sent to the program mailing address. The canceling Member's accumulated points shall be cancelled upon the effective date of cancellation, or date in which the written notice of cancellation is received.

Changes to Terms & Conditions.
FarmSaver.com reserves the right to modify, amend, or change the terms and conditions of the Program at any time including, without limitation, the products included in the Program, their point values, and the points required for redeeming rewards. Notice of any material changes or modifications to the Program will be submitted to the Members in writing. Continued participation in the Program following any change or modification to the terms and conditions constitutes acceptance of any such changes or modifications.

Governing Law.
These terms and conditions shall be governed by, construed and interpreted in accordance with the laws of the State of Washington, without regard to its or any other states choice of laws principles. Any disputes concerning any question of fact or law arising under these terms and conditions which are not resolved by agreement shall be decided by a federal or state court of competent jurisdiction in the State of Washington.

Termination of the Program.
FarmSaver reserves the right to terminate the Program at any time by giving the Members sixty (60) days prior written notice. Members may continue to accumulate points prior to the effective date of termination and may redeem points for a period of three (3) months after the effective date of termination.

Disclaimers.
FarmSaver.com makes no representations or warranties of any kind concerning the appearance, safety or performance of any merchandise. Person(s) redeeming Points bears all risk of loss or damage to award after delivery. By registering and/or participating, all ProPoints participants, on behalf of themselves, their executors, heirs and assigns, agree to: (a) release FarmSaver.com and its Administrators from any and all liability, claims or actions of any kind whatsoever for injuries, damages or losses of any kind to persons or property which may be sustained in connection with the conduct, promotion or outcome of the ProPoints program, the receipt, ownership or use of the merchandise or while preparing for, participating in or traveling to and/or from any merchandise-related activity in connection with the program or otherwise, and; (b) indemnify and hold harmless FarmSaver.com and its Administrators from and against any and all claims arising from the acts or omissions of a participant in the ProPoints program. Under no circumstances will FarmSaver.com and its Administrators be liable for punitive, incidental, consequential, or any other damages.

Invalidity.
In the event that any provision in these terms and conditions shall be adjudicated invalid under applicable laws, such invalid provision shall automatically be considered reformed and amended so as to conform to all applicable legal requirements, or, if such invalidity cannot be cured by reformation or amendment, the same shall be considered stricken and deleted, but in neither such event or events shall the validity or enforceability of the remaining valid portions hereof be affected thereby.

Entire Agreement.
These terms and conditions and the terms incorporated by reference constitute the entire agreement with the Members as it relates to the Program. There are no verbal understandings, agreements, representations, or warranties with the Members which are not expressly set forth herein. These terms and conditions supersede any prior agreements and understandings with the Members relating to the Program, both written and oral. BY PARTICIPATING IN THE PROGRAM, A MEMBER SHALL BE DEEMED TO HAVE ACCEPTED THESE TERMS AND CONDITIONS AND THE TERMS INCORPORATED BY REFERENCE.

THE PROGRAM IS VOID WHERE PROHIBITED.