MBSelectSelect Offers for Select People™

TERMS OF USE

Use or registration for any product or service of Leading Market Technologies, Inc. ("LMT"), including MBSelect, any version of the MBSelect Resource Center, LMT's Blog Partners program (including all products and services provided, descibed or promised by LMT or MBSelect or any of LMT's affiliates or Blog Partners under or arising out of the Blog Partners program or any other product or service of LMT), its web sites, services, data, other information and documentation provided and any form of marketing or advertisting services provided along with or to the users of any edition of any LMT product or service(all of the foregoing herein collectively referred to as "MBSelect") or any part thereof, constitutes acceptance of the terms and conditions of this agreement. The terms of this agreement may be updated by us from time to time without notice to you. You may view the most current of these terms at any time at http://www.mbselect.com/Terms.asp

1. NOTICE. THIS IS A LEGAL AGREEMENT BETWEEN YOU AND LEADING MARKET TECHNOLOGIES, INC ("LMT"). PLEASE READ THIS AGREEMENT CAREFULLY BEFORE USING OR INSTALLING ANY COMPONENT OR ASPECT OF MBSelect. BY SIGNING UP FOR AN ACCOUNT WITH LMT, OPENING THE SEALED MEDIA PACKAGE, IF ANY, DOWNLOADING, INSTALLING, COPYING, OR OTHERWISE USING ANY COMPONENT OR ASPECT OF MBSelect, YOU ARE AGREEING TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU DO NOT AGREE WITH THE TERMS AND CONDITIONS OF THIS AGREEMENT, DO NOT INSTALL OR USE ANY COMPONENT OR ASPECT OF MBSelect AND PROMPTLY DELETE ALL COPIES OF THE MBSelect SOFTWARE AND COMPONENTS IN YOUR POSSESSION OR UNDER YOUR CONTROL. IN THAT CONNECTION, IF YOU HAVE ANY PHYSICAL MANIFESTATIONS OF MBSelect, THEN PROMPTLY REMOVE THEM FROM YOUR COMPUTERS AND SERVERS.

2. Permitted Uses. Subject to the terms and conditions of this Agreement, you are granted the following limited nonexclusive rights to use MBSelect:

(A) Grant of License. You may use the MBSelect components consistent with the approvals of LMT and instructions provided to you by LMT relating to the MBSelect service. You may not resell MBSelect or otherwise use it in a fashion inconsistent with the approvals and instructions of LMT, or use any of its components on sites which are not approved by LMT.

(B) Right to Copy. You may make backup copies of the MBSelect components solely for backup and archival purposes, provided that the original, whether on digial media or an electronic original, and each copy is kept in your possession and control, and provided you reproduce our copyright notice on the copy. You may not copy the documentation or other written materials included with or as part of MBSelect.

3. Prohibited Uses. You agree not to reproduce, duplicate, copy, sell, resell or exploit for any commercial purposes, any portion of MBSelect, use of MBSelect or any portion thereof, or access to MBSelect or any portion thereof. Additionally, you may not, without written permission from us:

(A) Use, copy, modify, merge, create derivative works of, or transfer copies of MBSelect or any component of MBSelect except as provided in this Agreement;

(B) Use any backup or archival copies of the MBSelect software or any information included as part of MBSelect (or allow someone else to use such copies) for any purpose other than to replace the original copy in the event that the MBSelect software or data is destroyed or becomes defective;

(C) Disassemble, decompile or "unlock", reverse translate, reverse engineer, or in any manner decode the MBSelect software or any aspect of MBSelect for any reason, except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation.

In addition to the foregoing, you acknowledge that LMT may establish general practices and limits concerning use and features of MBSelect, including without limitation the right to add or remove any feature at any time. Additionally, LMT reserves the right to log off users that are inactive for an extended period of time, however LMT wishes to define "inactive" in its sole discretion. You further acknowledge that LMT reserves the right to change these general practices and limits at any time, in its sole discretion, with or without notice.

4. Ownership and License. This agreement grants you only a license to use MBSelect subject to the further terms set forth between LMT and yourself. If you are a purchaser of advertising or marketing services, you may not utilize any information provided to you by MBSelect, including leads, unless you pay for that information under the terms agreed between you and LMT for those services. Title, ownership and intellectual property rights to all components of, and information contained within, MBSelect shall remain with us. We continue to own all copies of the MBSelect software and data. Your rights to use MBSelect are specified in this Agreement and any associated insertion orders or purchase or licensing agreements, and we retain all rights not expressly granted to you in this Agreement including, but not limited to, rights reserved to us or protected by patent, copyright, and trade secret laws and international treaty provisions. The license granted hereunder shall not be construed to confer any rights upon you by implication, estoppel or otherwise as to MBSelect not specifically set forth herein. Nothing in this Agreement constitutes a waiver of our rights under U.S. patent or copyright law or any other national, federal or state law.

Other than advertising messages and related content and information submitted by advertisers (hereinafter collectively referred to as "Ads"), publisher information submitted by publishers, or personal information submitted by individual users which is governed by our Privacy Policy ("Personal Information"), if you submit material to or via this site or any software product of LMT or one of its affiliates or to LMT, MBSelect or any LMT affiliates or representative, unless LMT indicates otherwise, you grant LMT and its affiliates a nonexclusive, royalty-free, perpetual, irrevocable, and fully sublicensable right to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, copy, and display such content throughout the world in any form, media, or technology now known or hereafter developed. You agree that LMT has the right, but not the obligation, in its sole discretion, to monitor, modify, or delete such material or prohibit the transmission of such material at any time. You agree that you must bear all risks associated with the use of such material, including without limitation, any reliance on the accuracy, completeness, or usefulness of such material. You also permit any other user to access, review, store, or reproduce such material for that user's personal use. You grant LMT and its affiliates the right to use the name and any other information that you submit in connection with such content. You represent and warrant that you own or otherwise control all of the rights to the material that you submit; that the material you submit is truthful and accurate; that use of the material you supply does not violate these Terms of Use and will not cause injury to any person or entity; and that you will indemnify LMT and its affiliates, suppliers, agents, directors, officers, employees, representatives, successors, and assigns for all claims resulting from material you supply. LMT and its affiliates, suppliers, agents, directors, officers, employees, representatives, successors, and assigns disclaim any responsibility and assume no liability for any material submitted by you or any third party.

5. Limited Warranty. We make the following limited warranties for a period of thirty (30) days from the date you registered for or otherwise began use of any aspect or component of MBSelect software from us or representative: a) The media and documentation, if any, will be free from defects in materials and workmanship under normal use. (b) The MBSelect software will materially conform to the documentation that accompanies it.

(A) Limited Remedy. Our entire liability and your sole and exclusive remedy for breach of the limited warranty set forth in this Section 5 shall be, at our option, either (a) return of the price actually paid for MBSelect or one dollar ($1.00), to be determined at our sole discretion, or (b) replacement of the MBSelect software or services; provided, however, you cease use of the MBSelect components and services and associated information, and any copies thereof and in all cases, specifying to us the problem in writing.

(B) WARRANTY DISCLAIMER. WE DO NOT WARRANT THAT MBSelect WILL MEET YOUR REQUIREMENTS OR THAT ITS OPERATION WILL BE UNINTERRUPTED OR ERROR-FREE. EXCEPT FOR THE EXPRESS LIMITED WARRANTY SET FORTH IN THIS SECTION 5, MBSelect IS LICENSED "AS IS." WE MAKE NO REPRESENTATIONS AND EXTEND NO WARRANTIES OF ANY KIND AND DISCLAIM ALL OTHER WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT.

Some states do not allow the exclusion of implied warranties, so the above exclusion may not apply to you. This limited warranty gives you specific legal rights, and you may also have other legal rights, which vary from state to state.

6. Limitation of Liability. OUR LIABILITY TO YOU FOR ANY LOSSES SHALL BE LIMITED TO DIRECT DAMAGES, AND IN NO CASE SHALL EXCEED THE AMOUNT ORIGINALLY PAID FOR MBSelect OR ONE DOLLAR ($1.00), WHICHEVER IS GREATER. IN NO EVENT AND UNDER NO LEGAL THEORY, INCLUDING TORT, CONTRACT OR OTHERWISE, SHALL WE BE LIABLE TO YOU FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF PROFITS) EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN THE EVENT OF LITIGATION INVOLVING THE SOFTWARE, YOU AGREE THAT AFTER FINAL JUDGEMENT AND EXHAUSTION OF APPEALS THE NONPREVAILING PARTY SHALL PAY ALL REASONABLE COSTS OF LITIGATION OF THE PREVAILING PARTY, INCLUDING, BUT NOT LIMITED TO, REASONABLE ATTORNEY'S FEES.

Some jurisdictions do not allow these limitations or exclusions, so they may not apply to you.

7. Indemnity. You agree to indemnify and hold LMT, and its subsidiaries, affiliates, officers, agents, co-branders or other partners, and employees, harmless from any claim or demand, including reasonable attorneys' fees, made by any third party due to or arising out of your use of MBSelect in any way, your connection to the MBSelect services or sites, your violation of the terms of this agreement, or your violation of any rights of another.

8. Export Controls. None of the MBSelect software or underlying information or web sites or technology may be downloaded, used or otherwise exported or reexported (i) into (or to a national or resident of) Cuba, Iraq, Libya, North Korea, Iran, Syria or any other country to which the U.S. has embargoed goods; or (ii) to anyone on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Commerce Department's Table of Denial Orders. By downloading or using MBSelect or any part thereof you are agreeing to the foregoing and you are representing and warranting that you are not located in, under the control of, or a national or resident of any such country or on any such list. You agree that you will not directly or indirectly transfer MBSelect or any part thereof to any country to which such transfer would be prohibited by the U.S. Export Administration Act and the regulations issued thereunder. You further agree that should your country require registration of this license agreement you will obtain the appropriate licenses and registrations at your own expense.

9. Modifications to MBSelect, Term and Termination. LMT reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, MBSelect (or any part thereof including your license to use the MBSelect software) with or without notice. You agree that LMT shall not be liable to you or to any third party for any modification, suspension or discontinuance of MBSelect or any part thereof. Unless explicitly stated otherwise, any modifications to MBSelect or any new features that augment or enhance or change the then current MBSelect or any part thereof, including but not limited to new releases of the MBSelect software and new web sites released as part of MBSelect, shall be subject to the terms of this agreement.

The term of this license shall be until terminated by LMT. This license and your rights to use MBSelect automatically terminate if you fail to comply with any provisions of this Agreement including as to payment. Upon termination, you will destroy all copies of the MBSelect software, data and documentation and any other elements of MBSelect in your possession or under your control. Additionally, if the purchase of this license to use MBSelect includes any original payments, continuing payments or renewal fees, termination will also occur upon non-payment of said payments and fees without a requirement of notice of termination.

10. Confidentiality. You acknowledge and agree that MBSelect incorporates and discloses proprietary information of ours, and such proprietary information constitutes valuable trade secrets of ours and may not be disclosed by you to any party at any time.

11. Registration Obligations; Account; Privacy Policy. In consideration of your use of MBSelect or any part thereof, you agree to: (a) provide true, accurate, current and complete information about yourself as prompted by the applicable service's registration form (referred to in this agreement as the "Registration Data") and (b) maintain and promptly update the Registration Data to keep it true, accurate, current and complete. If you provide any information that is untrue, inaccurate, not current or incomplete, or LMT has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, LMT has the right to suspend or terminate your account and refuse any and all current or future use of MBSelect (or any portion thereof). You may receive a password and account name or other designation as part of one or more of the products or services provided as part of MBSelect process. You are responsible for maintaining the confidentiality of the password and account, and are fully responsible for all activities that occur under your password or account. You agree to (a) immediately notify LMT of any unauthorized use of your password or account or any other breach of security, and (b) ensure that you exit from your account at the end of each session. LMT cannot and will not be liable for any loss or damage arising from your failure to comply with the terms of this Section 11. This Agreement is governed by and hereby incorporates by reference the MBSelect Privacy Policy located at: http://www.mbselect.com/Privacy.asp.

12. Third Party Suppliers; Advertisers; Links.

Your correspondence or business dealings with, or participation in promotions of, advertisers found on or through MBSelect, including payment and delivery of related goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and such advertiser. You agree that LMT shall not be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or as the result of the presence of such advertisers on the Service.

MBSelect may provide, or third parties may provide, links to other World Wide Web sites or resources. Because LMT has no control over such sites and resources, you acknowledge and agree that LMT is not responsible for the availability of such external sites or resources, and does not endorse and is not responsible or liable for any information, content, advertising, products, services or other materials on or available from such sites or resources. You further acknowledge and agree that LMT shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such information, content, products or services available on or through any such site or resource.

13. Miscellaneous Provisions. This Agreement will be governed by and construed in accordance with the substantive laws of the Commonwealth of Massachusetts. Any and all disputes arising hereunder shall be resolved only in courts located in the Commonwealth of Massachusetts and are subject to the exclusive jurisdiction of that court. The parties hereby irrevocably submit and consent to the exclusive jurisdiction of such courts and waive any defenses or objections thereto. The application of the United Nations Convention on Contracts for the International Sale of Goods, as amended, is expressly excluded. This is the entire agreement between us relating to MBSelect and supersedes any prior purchase orders, communications, advertising, or representations concerning MBSelect. If any provision of this Agreement is held to be unenforceable, such provision shall be reformed only to the extent necessary to make it enforceable. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of MBSelect or any part thereof must be filed within one (1) year after such claim or cause of action arose or be forever barred. No change or modification of this Agreement will be valid unless it is in writing and is signed by a duly authorized Officer of our company. Notices to you may be made via either email or regular mail. LMT may also provide notices of changes to the terms of this agreement or other matters by displaying notices or links to notices to you generally on one or more of the MBSelect sites, or within or at a link from the MBSelect software, services or data.

Computer records stored in reasonably secure conditions on the computer system of either party shall be accepted as evidence of communication, license agreement, and payments made between the parties.

Canadian Transactions. If you acquired access to or use or intend to use MBSelect or any part thereof in Canada, France, or other French-speaking countries, you agree to the following:

The parties hereto have expressly required that the present Agreement and its Exhibits be drawn up in the English language. / Les parties au présent contrat ont expressément exigé que ce contrat ainsi que ses Annexes soient redigées en langue anglaise.

If you have any questions about this Agreement, write to us at Leading Market Technologies, Inc., One Kendall Square, Building 100, Cambridge MA 02139 USA.

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