1. Definitions.
"InterClay" is an software application development firm located in Freeport, Illinois. InterClay develops software applications, many of which are Internet-based solutions found on the World Wide Web. "Customer" means each person who establishes or accesses a connection ("Account") for web-based management within InterClay. and/or a client who has access to development or other Interclay Customer modules.

2. General.

(A) This Agreement, which incorporates by reference other provisions applicable to use of InterClay, including, but not limited to, supplemental terms and conditions set forth in paragraph 14 hereof ("Supplemental Terms") governing the use of certain specific material contained in InterClay, sets forth the terms and conditions that apply to use of InterClay by Customer. By using InterClay (other than to read this Agreement for the first time), Customer agrees to comply with all of the terms and conditions hereof. The right to use InterClay is personal to Customer and is not transferable to any other person or entity. Customer is responsible for all use of Customer's Account (under any screen name or password) and for ensuring that all use of Customer's Account complies fully with the provisions of this Agreement. Customer shall be responsible for protecting the confidentiality of Customer's password(s), if any.

(B) InterClay shall have the right at any time to change or discontinue any aspect or feature of InterClay, including, but not limited to, content, hours of availability, and equipment needed for access or use.

3. Changed Terms.
InterClay shall have the right at any time to change or modify the terms and conditions applicable to Customer's use of InterClay, or any part thereof, or to impose new conditions, including, but not limited to, adding fees and charges for use. Such changes, modifications, additions or deletions shall be effective immediately upon notice thereof, which may be given by means including, but not limited to, posting on InterClay, or by electronic or conventional mail, or by any other means by which Customer obtains notice thereof. Any use of InterClay by Customer after such notice shall be deemed to constitute acceptance by Customer of such changes, modifications or additions.

4. Equipment.
Customer shall be responsible for obtaining and maintaining all telephone, computer hardware and other equipment needed for access to and use of InterClay and all charges related thereto.

5. Customer Conduct.

(A) Customer shall use InterClay applications for lawful purposes only. Customer shall not post or transmit through InterClay applications any material which violates or infringes in any way upon the rights of others, 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 InterClay express prior approval, contains advertising or any solicitation with respect to products or services. Any conduct by a Customer that in InterClay discretion restricts or inhibits any other Customer from using or enjoying InterClay will not be permitted. Customer shall not use InterClay to advertise or perform any commercial solicitation, including, but not limited to, the solicitation of users to become Customers of other on-line information services competitive with InterClay.

(B) InterClay contains copyrighted material, trademarks and other proprietary information, including, but not limited to, text, PDF files, software, photos, video, graphics, music and sound, and the entire contents of InterClay are copyrighted as a collective work under the United States copyright laws. InterClay owns a copyright in the selection, coordination, arrangement and enhancement of such content, as well as in the content original to it. Customer 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. Customer may download copyrighted material for Customer's personal use only. Except as otherwise expressly permitted under copyright law, no copying, redistribution, retransmission, publication or commercial exploitation of downloaded material will be permitted without the express permission of InterClay and the copyright owner. In the event of any permitted copying, redistribution or publication of copyrighted material, no changes in or deletion of author attribution, trademark legend or copyright notice shall be made. Customer acknowledges that it does not acquire any ownership rights by downloading copyrighted material.

(C) Customer shall not upload, post or otherwise make available on InterClay 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 and the burden of determining that any material is not protected by copyright rests with Customer. Customer shall be solely liable for any damage resulting from any infringement of copyrights, proprietary rights, or any other harm resulting from such a submission. By submitting material to any public area of InterClay, Customer automatically grants, or warrants that the owner of such material has expressly granted InterClay 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. Customer also permits any other Customer to access, view, store or reproduce the material for that Customer's personal use. Customer hereby grants InterClay the right to edit, copy, publish and distribute any material made available on InterClay by Customer.

(D) The foregoing provisions of Section 5 are for the benefit of InterClay, 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. Disclaimer of Warranty; Limitation of Liability.

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

(B) InterClay IS PROVIDED 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.

(C) 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. Customer SPECIFICALLY ACKNOWLEDGES THAT InterClay IS NOT LIABLE FOR THE DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT OF OTHER CustomerS OR THIRD-PARTIES AND THAT THE RISK OF INJURY FROM THE FOREGOING RESTS ENTIRELY WITH Customer.

(D) IN NO EVENT WILL InterClay, OR ANY PERSON OR ENTITY INVOLVED IN CREATING, PRODUCING OR DISTRIBUTING InterClay OR THE InterClay FILES, 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 InterClay. Customer HEREBY ACKNOWLEDGES THAT THE PROVISIONS OF THIS SECTION SHALL APPLY TO ALL CONTENT ON InterClay.

(E) IN ADDITION TO THE TERMS SET FORTH ABOVE NEITHER, InterClay, 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 InterClay, OR FOR ANY DELAY OR INTERRUPTION IN THE TRANSMISSION THEREOF TO THE 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, BUT NOT LIMITED TO, LOST PROFITS, PUNITIVE OR CONSEQUENTIAL DAMAGES. PRIOR TO THE EXECUTION OF A STOCK TRADE, CustomerS ARE ADVISED TO CONSULT WITH YOUR BROKER OR OTHER FINANCIAL REPRESENTATIVE TO VERIFY PRICING OR OTHER INFORMATION. InterClay, ITS AFFILIATES, INFORMATION PROVIDERS OR CONTENT PARTNERS SHALL HAVE NO LIABILITY FOR INVESTMENT DECISIONS BASED ON THE INFORMATION PROVIDED. NEITHER, InterClay WARRANT OR GUARANTEE THE TIMELINESS, SEQUENCE, ACCURACY OR COMPLETENESS OF THIS INFORMATION. ADDITIONALLY, THERE ARE NO WARRANTIES AS TO THE RESULTS OBTAINED FROM THE USE OF THE INFORMATION.

7. Monitoring.
InterClay shall have the right, but not the obligation, to monitor the content of InterClay, including chat rooms, directories and forums, to determine compliance with this Agreement and any operating rules established by InterClay and to satisfy any law, regulation or authorized government request. InterClay shall have the right in its sole discretion to edit, refuse to post or remove any material submitted to or posted on InterClay. Without limiting the foregoing, InterClay shall have the right to remove any material that InterClay, in its sole discretion, finds to be in violation of the provisions hereof or otherwise objectionable.

8. Indemnification.
Customer agrees to defend, indemnify and hold harmless InterClay, 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 InterClay by Customer or Customer's Account.

9. Termination.
Either InterClay or Customer may terminate this Agreement at any time. Without limiting the foregoing, InterClay shall have the right to immediately terminate Customer's Account in the event of any conduct by Customer which InterClay, in its sole discretion, considers to be unacceptable, or in the event of any breach by Customer of this Agreement. The provisions of Sections 5(B), 5(C), 5(D), 6, 8, 10 and this Section 9 shall survive termination of this Agreement.

10. Trademarks.
ENCompass Central, Stud Assist, and CRM Profiler, Learning and each of their logos are trademarks of InterClay All rights reserved. All other trademarks appearing on InterClay are the property of their respective owners.

11. Third Party Content.
Accordingly, InterClay 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, Customers or any other user of InterClay, are those of the respective author(s) or distributor(s) and not of InterClay. Neither InterClay 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.)

12. Miscellaneous.
This Agreement and any operating rules for InterClay established by InterClay constitute the entire agreement of the parties with respect to the subject matter hereof, and supersede all previous written or oral agreements between the parties with respect to such subject matter. This Agreement shall be construed in accordance with the laws of the State of Illinois, without regard to its conflict of laws rules. No waiver by either party of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default. The section headings used herein are for convenience only and shall not be given any legal import.

13. Copyrights and Copyright Agent.
InterClay respects the rights of all copyright holders and in this regard, InterClay has adopted and implemented a policy that provides for the termination in appropriate circumstances of Customers and account holders who infringe the rights of copyright holders. If you believe that your work has been copied in a way that constitutes copyright infringement, please provide InterClay Copyright Agent the following information required by the Online Copyright Infringement Liability Limitation Act of the Digital Millennium Copyright Act, 17 U.S.C. 512:

1. A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; 2. Identification of the copyright work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site; 3. Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material; 4. Information reasonably sufficient to permit us to contact the complaining party; 5. A statement that the complaining party has a good-faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and 6. A statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

For copyright inquiries under the Digital Millennium Copyright Act please contact:

Copyright Agent
InterClay
4153 North Cockrell Road
Freeport, IL 61032

For web posting, reprint, transcript or licensing requests for any Interclay product or service material, please contact info@interclay.com.

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