ExitExchange® Terms Of Use

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ExitExchange® Network TERMS OF USE and End User License Agreement

ExitExchange® reserves the right to verify through any means the placement and correctness of the ExitExchange® HTML code provided to you in connection with your participation in the Exit Network, and you hereby grant ExitExchange® the right to access your web site in connection with this purpose. You acknowledge that ExitExchange® is a sponsor supported service provided to you free-of-charge, and that at any given time the ExitExchange® HTML code incorporated into your web site may display an advertisement from a sponsor. All ExitExchange® HTML code must be placed on a page in your web site in a position where the majority of people visiting that page will see and notice the Exit ad displayed via the HTML code. ExitExchange® reserves the right to deactivate accounts for web sites: (a) that display an inordinate number of Exits for or links to competing Exit exchange services; (b) that contain little or no original content; or (c) if ExitExchange® HTML code appears on an inordinate number of dynamically-generated pages

Without limiting the foregoing, in connection with your participation in the Exit Network you may not:

• artificially inflate traffic counts to your web site using any device, program or other means;
• insert more than one ExitExchange® HTML code on any single web page on your web site;
• include the ExitExchange® HTML code on any pages of your web site that automatically reload or go to another page without interaction from the user (e.g., client pull or server push technology);
• include the ExitExchange® HTML code on any web page that is not generally accessible to all Internet users (e.g., pop-up windows and hidden frames); or
• place any ExitExchange® HTML code on web page that is unrelated to your web site.

You will not earn or be entitled to receive any credits earned in violation of the foregoing, and if ExitExchange® deactivates your account in response to the foregoing you forfeit to ExitExchange®, and will not receive, any credits credited to your deactivated account. You acknowledge and agree that your web site information (name, URL, logo, traffic counts, etc.) may be utilized by ExitExchange® and disclosed to third parties (e.g., lists of the busiest sites, lists of member sites, etc.). You agree to allow ExitExchange® to use screen shots of any web page that contains ExitExchange® HTML code in ExitExchange® promotional materials, and represent and warrant that you have the authority sufficient to grant the foregoing rights.

AGREEMENT BETWEEN USER AND ExitExchange®
The ExitExchange® Web Site is comprised of various Web sites and Web pages operated by ExitExchange® or its affiliates, these Web sites will be collectively referred to in this agreement as the "ExitExchange® Network."

Use of the ExitExchange® Networkprovides a variety of services to third party Web sites participating in the ExitExchange® Network(the "Member Sites"). The Member Sites are not under the control of ExitExchange® and ExitExchange® is not responsible for the actions or the contents of any Member Site, any link contained in a Member Site, or any changes or updates to such sites. If you have a question regarding a Member Site, please contact the owner of such site directly.

The ExitExchange® Networkis offered to you conditioned on your acceptance without modification of these Terms of Use and Notices. Your use of the ExitExchange® Networkconstitutes your agreement to these Terms of Use and Notices. Your use of a particular ExitExchange® Web site included within, or acceptance of a product, service or benefit obtained through, the ExitExchange® Networkmay also be subject to additional terms specified in the applicable ExitExchange® Web site or other accompanying documentation (as such terms may be modified by ExitExchange® from time to time as described below) (the "Additional Terms"). If you do not have print capability or otherwise desire to obtain a hard copy of these Terms of Use and Notice, please contact ExitExchange® customer service.

If any of the terms, conditions, and notices contained herein conflict with the Additional Terms or other terms and guidelines contained within or applicable any particular ExitExchange® Web site, service, product or benefit, then the applicable Additional Terms shall control. You agree to familiarize yourself with the Terms of Use, including the Additional Terms, and other terms and guidelines found throughout the ExitExchange® Networkand abide by them if you choose to use the sites, or accept the products, services or benefits, to which such terms apply.

MODIFICATION OF THESE TERMS OF USE
ExitExchange® reserves the right to change the Terms of Use and Notices, and any Additional Terms at anytime, effective upon making the modified provisions available on the ExitExchange® Network. You are responsible for regularly reviewing these terms and conditions. Continued use of the ExitExchange® Networkafter any such changes shall constitute your consent to such changes. ExitExchange® does not and will not assume any obligation to notify you of any changes to the Terms of Use and Notices, or Additional Terms.

USE LIMITATION
The ExitExchange® Networkis provided to assist you with the operation of your business. Your right to use the ExitExchange® Networkis personal to your company and its employees. Except to the extent necessary to utilize the services of the ExitExchange® Network, you may not make any commercial use of the ExitExchange® Network. You may not modify, copy, distribute, transmit, display, perform, reproduce, publish, license, create derivative works from, transfer, or sell any information, software, products, services or benefits obtained from the ExitExchange® Network.

LINKS TO THIRD PARTY SITES
The links in the ExitExchange® Networkmay let you leave the ExitExchange® Network. you acknowledge that the linked sites are not under the control of ExitExchange® and ExitExchange® is not responsible for the contents or operation of any linked site or any link contained in a linked site, or any changes or any updates tp such sites. ExitExchange® is not responsible for webcasting or any other form of transmission received from any linked site. ExitExchange® is providing these links to you only as a convenience, and the inclusion of any link does not imply endorsement by any link does not imply endorsement by ExitExchange® of the linked site or any association with their operators.

NO UNLAWFUL OR PROHIBITED USE
As a condition of your use of the ExitExchange® Network, you warrant to ExitExchange® that you will not use the ExitExchange® Networkfor any purpose that is unlawful, or prohibited by these Terms of Use and Notices or the Additional Terms (as the same may be modified from time to time). In addition, you may not link to the ExitExchange® Networkany site containing an inappropriate, profane, defamatory, infringing, obscene, indecent or unlawful topic, name, material or information, or material or information that violates any applicable intellectual property, proprietary, privacy or publicity rights.

The information provided by ExitExchange® to you may be proprietary in nature. You agree not to share any information provided to you by or on behalf of ExitExchange® with any third party. If you sell or otherwise distribute goods or services that compete with or may otherwise serve as a substitute for products or services sold or otherwise distributed by ExitExchange®, you may not: (a)use or acquire, or have any other person use or acquire on your behalf, the products or services of ExitExchange® for which you offer competing or substitute products or services; and (b)advertise, promote, market or solicit offers to acquire such competing or substitute products in connection with your use of any ExitExchange® products or services.

USE OF COMMUNICATION SERVICES
The ExitExchange® Networkmay contain bulletin board services, chat areas, news groups, forums, communities, personal web pages, electronic mail postings and/or other message or communication facilities designed to enable you to communicate with the public at large or with a group (collectively, "Communication Services"). You agree to use the Communication Services only to post, send and receive messages and material that are proper and related to the particular Communication Service, and to comply with all applicable laws and these Terms of Use and Notices. By way of example, and not as a limitation, you agree that when using a Communication Service, you will not:

• Defame, abuse, harass, stalk, threaten or otherwise violate the legal rights (such as rights of privacy and publicity) of others.
• Download, publish, post, upload, distribute or disseminate any inappropriate, profane, defamatory, infringing, obscene, indecent or unlawful topic, name, material or information.
• Upload files that contain software or other material protected by intellectual property laws, rights of privacy or publicity, or other proprietary rights, unless you own or control the rights thereto or have received all necessary consents (e.g., you may not upload "warez" or pirated software).
• Upload files that contain viruses, corrupted files, or any other similar software or programs that may or are intended to damage the operation of another's computer (e.g., "cracks" or other programs written to defeat the security measures of any computer, system or programs).
• Advertise or offer to sell or buy any goods or services, unless such Communication Service specifically allows such messages.
• Conduct or forward illegal contests, pyramid schemes or chain letters.
• Download, publish, post, upload, distribute or disseminate any file posted by another user of a Communication Service that you know, or reasonably should know, cannot be legally distributed in such manner.
• Falsify, delete or alter any material, author attributions, legal or other proper notices or proprietary designations or labels of the origin or source of material contained in a file that is uploaded via the Communication Services.
• Restrict or inhibit any other user from using and enjoying its rights in the Communication Services.
• Violate any code of conduct or other guidelines that may be applicable for any particular Communication Service.
• Harvest or otherwise collect information about others, including e-mail addresses, without their express consent.
• Exit the Communication Services to any unsolicited communication sent to any third party, or otherwise use or mention the Communications Services in connection with any such unsolicited communication.
• Violate any applicable laws or regulations.

ExitExchange® reserves the right, but is not obligated, to review materials posted to a Communication Service and to remove any such materials in its sole discretion.

ExitExchange® reserves the right to terminate your access to any or all of the Communication Services at any time without notice for any reason whatsoever.

ExitExchange® reserves the right to terminate or change any Communication Service at anytime.

ExitExchange® is not obligated to monitor the Communication Services. However, with respect to the use of the Communication Service, ExitExchange® reserves the right to disclose any information or materials as necessary to satisfy any applicable law, regulation, legal process or governmental request, or to edit, refuse to post or to remove any information or materials, in whole or in part, from the Communication Service in ExitExchange® sole discretion.

You acknowledge that all Communication Services are public and not private communications, therefore your communications may be read by others without your knowledge. Always use caution when giving out any personally identifying information about yourself or your children in any Communication Service. ExitExchange® does not control or endorse the content, messages or information found in any Communication Service and, therefore, ExitExchange® specifically disclaims any liability with regard to the Communication Services and any actions resulting from your participation in any Communication Service. Forum managers and hosts of the Communication Services are not authorized ExitExchange® agents or spokespersons, are not able to bind ExitExchange®, nor do their views necessarily reflect those of ExitExchange®.

Materials uploaded to a Communication Service may be subject to posted limitations on usage, reproduction and/or dissemination, and you are responsible for adhering to such limitations if you download the materials.

LICENSE TO ExitExchange®
By posting messages, uploading files, inputting data, submitting any feedback or suggestions, or engaging in any other form of communication with or through any ExitExchange® Web Site, you warrant and represent that you own or otherwise control the rights necessary to do so and to grant ExitExchange® the licenses set forth below. You hereby grant ExitExchange® and its affiliated companies permission to:

• Use, modify, copy, distribute, transmit, publicly display, publicly perform, reproduce, publish, sublicense, create derivative works from, transfer, or sell any such communication.
• Sublicense to third parties the unrestricted right to exercise any of the foregoing rights granted with respect to the communication.
• Publish your name in connection with any such communication.

The foregoing grants shall include the right to exploit any intellectual property or proprietary rights in such communication, including but not limited to rights under copyright, trademark, service mark or patent laws under any relevant jurisdiction. No compensation will be paid or due you with respect to ExitExchange® or its sublicensee's use of the materials contained within such communication. ExitExchange® is under no obligation to post or use any materials you may provide, and may remove such materials at any time in ExitExchange® sole discretion.

SOFTWARE AVAILABLE ON THE ExitExchange® Network
Software (if any) that is made available to download from or otherwise through the ExitExchange® Network, excluding software that may be made available by third party end-users through a Communication Service, ("Software") is the copyrighted work of ExitExchange® and/or its suppliers. Your use of the Software is governed by the terms of the end user license agreement, if any, which accompanies or is included with the Software ("License Agreement"). You may not install or use any Software that is accompanied by or includes a License Agreement unless you first agree to the License Agreement. For any Software not accompanied by a license agreement, ExitExchange® Corporation hereby grants to you, the user, a personal, non-exclusive, nontransferable license to use the Software for viewing and otherwise using the particular ExitExchange® Web Site in accordance with the applicable Terms of Use, and for no other purpose. In addition, you shall keep intact all and may not alter any copyright and other proprietary notices contained in such Software.

All Software is owned by ExitExchange® and/or its suppliers, and is protected to the maximum extent permitted by copyright laws and international treaty provisions. Any reproduction or redistribution of the Software is expressly prohibited by law, and may result in severe civil and criminal penalties. Persons violating the foregoing, or who otherwise misappropriate any intellectual property or proprietary rights related to the Software will be prosecuted to the maximum extent possible. WITHOUT LIMITING THE FOREGOING, COPYING OR REPRODUCTION OF THE SOFTWARE TO ANY OTHER SERVER OR LOCATION FOR FURTHER REPRODUCTION OR REDISTRIBUTION IS EXPRESSLY PROHIBITED. YOU MAY NOT DECOMPILE, DISASSEMBLE, REVERSE ENGINEER OR OTHERWISE ATTEMPT TO DISCOVER ANY TRADE SECRET CONTAINED IN ANY SOFTWARE PROVIDED HEREUNDER. You acknowledge that the Software, and any accompanying documentation and/or technical information, is subject to applicable export control laws and regulations of the USA. You agree not to export or re-export the Software, directly or indirectly, to any countries that are subject to USA export restrictions. All software downloaded or otherwise obtained by the US Government pursuant to solicitations issued on or after December 1, 1995 is provided with the commercial license rights and restrictions described elsewhere herein.

LIABILITY DISCLAIMER
The information, software, products, services and other material included in or available through the ExitExchange® Networkmay not be complete, and may include inaccuracies or typographical errors, and may also be modified or deleted from time to time. Advice, information, products, services or other materials received via the ExitExchange® Networkshould not be relied upon for personal, medical, legal, business, financial or other decisions and is not intended to replace the advice of appropriate and qualified professionals. You acknowledge that you should consult an appropriate professional for specific advice tailored to your situation.

Your access to and use of the ExitExchange® Network, and products and services of ExitExchange®, is at your own risk. ExitExchange®, and its members and sponsors, will not be liable for any damage, loss or disclosure of information, data, revenue, accounts or business that occurs in connection with your use of the ExitExchange® Network, or such products or services. ExitExchange® makes no guarantees of any kind regarding the dependability, accuracy, security, timeliness or availability of the ExitExchange® Network, or such products or services.

Without limiting the foregoing, ExitExchange® AND/OR ITS RESPECTIVE SUPPLIERS MAKE NO REPRESENTATIONS OR WARRANTIES ABOUT THE CONDITION, SUITABILITY, RELIABILITY, AVAILABILITY, COMPLETENESS, SECURITY, TIMELINESS, OR ACCURACY OF THE INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND MATERIALS CONTAINED ON THE ExitExchange® Network FOR ANY PURPOSE. ALL SUCH INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND MATERIALS ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND. ExitExchange® AND/OR ITS RESPECTIVE SUPPLIERS HEREBY DISCLAIM ALL REPRESENTATIONS, WARRANTIES AND CONDITIONS, EXPRESS OR IMPLIED, WITH REGARD TO THIS INFORMATION, SOFTWARE, PRODUCTS, SERVICES OR MATERIALS, INCLUDING ALL IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.

IN NO EVENT SHALL ExitExchange® AND/OR ITS SUPPLIERS BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES OR ANY DAMAGES WHATSOEVER INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF USE, DATA OR PROFITS, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OR PERFORMANCE OF THE ExitExchange® Network OR RELATED SERVICES, WITH THE DELAY OR INABILITY TO USE THE ExitExchange® Network OR RELATED SERVICES, THE PROVISION OF OR FAILURE TO PROVIDE SERVICES, OR FOR ANY INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS OBTAINED THROUGH THE ExitExchange® Network, OR OTHERWISE ARISING OUT OF THE USE OF THE ExitExchange® Network, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, EVEN IF ExitExchange® OR ANY OF ITS SUPPLIERS HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. BECAUSE SOME STATES/JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE ExitExchange® Network, OR WITH ANY OF THESE TERMS OF USE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE ExitExchange® Network AND ITS RELATED SERVICES. Without limiting the foregoing, ExitExchange® is not responsible for any of your data residing on Exit Exchange hardware. You are responsible for backing-up your data and information that may reside on the ExitExchange® hardware, whether or not such information is produced through the use of the ExitExchange® Network.

You agree to defend, indemnify and hold ExitExchange® harmless from and against any and all claims, losses, liability costs and expenses (including but not limited to attorneys' fees) arising from your violation of these Terms of Use (including, without limitation, violation of applicable Additional Terms of Use), or any third-party's rights, (including, without limitation, infringement of any copyright, violation of any proprietary right and invasion of any privacy rights). These obligations will survive any termination of your relationship with ExitExchange®.

SERVICE CONTACT
ExitExchange® web site: support@exitexchange.com

ACCESS RESTRICTION
ExitExchange® reserves the right to deny in its sole discretion any user access to the ExitExchange® Networkor any portion thereof without notice. You are responsible for safeguarding the confidentiality of your password(s) and user name(s) issued to you by ExitExchange®, and for any use or misuse of your account or the ExitExchange® Networkresulting from any third party using a password or user name issued to you.

TERMINATION
ExitExchange® may terminate this agreement and your access to any or all ExitExchange® Networkand the related services at any time, with or without cause, effective immediately. Anyone determined by ExitExchange® to have violated these Terms of Use and Notices, or any Additional Terms may be barred from using the ExitExchange® Network, or from receiving any products, services or benefits from the ExitExchange® Network. In addition, if you violate any of these Terms of Use, Notices or Additional Terms (as applicable) you will forfeit all in-kind credits and amounts accruing to you (if any) in connection with the ExitExchange® Network.

GENERAL
This agreement is governed by the laws of the State of Oregon, USA You hereby consent to the jurisdiction of and venue in courts located in Multnomah County, Oregon, USA in all disputes arising out of or relating to the use of the ExitExchange® Network. In addition, you hereby consent to the exclusive jurisdiction of and venue in such courts for any action commenced by you against ExitExchange® (or its affiliates). Use of the ExitExchange® Networkis unauthorized in any jurisdiction that does not give effect to all provisions of these terms and conditions, including without limitation this paragraph. You agree that no joint venture, partnership, employment, or agency relationship exists between you and ExitExchange® as a result of this agreement or use of the ExitExchange® Network. ExitExchange® performance of this agreement is subject to existing laws and legal process, and nothing contained in this agreement is in derogation of ExitExchange® right to comply with governmental, court and law enforcement determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of the agreement shall continue in effect. Unless otherwise specified herein, this agreement constitutes the entire agreement between the user and ExitExchange® with respect to the ExitExchange® Networkand it supersedes all prior or contemporaneous communications and proposals, whether electronic, oral or written, between the user and ExitExchange® with respect to the ExitExchange® Network. A printed version of this agreement and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. You may not rent, lease, license, grant a security interest in, or otherwise transfer or sublicense your rights in the ExitExchange® Network, service to any third party.

COPYRIGHT AND TRADEMARK NOTICES
All contents of the ExitExchange® Networkare: Copyright (c) 2000-2002 ExitExchange®, Corp. and/or its suppliers, c/o ExitExchange® Corporation, 921 SW Washington, Portland, Oregon 97205-2827 USA All rights reserved.

TRADEMARKS
ExitExchange® is either a trademark or registered trademark of ExitExchange® Inc., a subsidiary of ExitExchange® Corporation. The names of actual companies and products mentioned herein may be the trademarks of their respective owners.

The example companies, organizations, products, people and events depicted herein are fictitious. No association with any real company, organization, product, person, or event is intended or should be inferred.

Any rights not expressly granted herein are reserved by ExitExchange® Corporation.

NOTICES AND PROCEDURE FOR MAKING CLAIMS OF COPYRIGHT INFRINGEMENT
Pursuant to Title 17, United States Code, Section 512(c)(2), notifications of claimed copyright infringement should be sent to Service Provider's Designated Agent. See our Notice and Procedure for Making Claims of Copyright Infringement at http://www.exitexchange.com/terms/copyright.html

FOR INFORMATION REGARDING THE ExitExchange® PRIVACY STATEMENT visit: http://www.exitexchange.com/terms/privacy.html.