Please read carefully

Terms & Conditions
These Terms & Conditions ("Agreement") represent the entire agreement between you and sofCast Inc. and replaces any prior agreement between you and sofCast Inc. regarding the Service.

PLEASE READ THIS AGREEMENT CAREFULLY. BY PUBLISHING YOUR WEB SITE, YOU HAVE ACCEPTED THE TERMS AND CONDITIONS OF THIS AGREEMENT.

1. Definitions:

1.1 sofCast Inc. Content means the Web site Content that is provided by sofCast Inc. for you to be incorporated into the Web site.

1.2 sofCast Inc. Tools means the software tools of general application, whether owned by or licensed to sofCast Inc., provided to you for creating, developing, editing, modifying, and maintaining the Web site.

1.3 Client Content means the portion of the Web site Content that is provided by you to be incorporated into the Web site.

1.4 Documentation means the documentation for the software developed by sofCast Inc. specifically for the Web site and other material that implements the Web site (including but not limited to the (CompanyName) Tools).

1.5 Enhancements means any improvements to the Web site to implement new features or add new material after the execution of this Agreement. Enhancements shall include modifications to the Web site Content to make the Web site operate on a Server System of a different Host.

1.6 Error means any failure of the Web site (i) to meet certain specifications, (ii) to operate with a Server System, or (iii) to operate at full capacity with a Server System or other hardware or software.

1.7 Host means an entity that maintains the Web site on the World Wide Web portion of the Internet. The Host(s) may change from time to time and may be or include sofCast Inc..

1.8 Information Provider means any entity which sofCast Inc. has designated to market the Service to you and thereby receive from you the Client Content to be included in the Web site.

1.9 Server System means a hardware and software system owned or licensed by a Host.

1.10 Third-Party Content means the portion of the Web site Content that is provided by a party (either directly or indirectly) for you to incorporate into the Web site.

1.11 Web site means the site provided to you on the graphic portion of the Internet known as the World Wide Web.

1.12 Web site Content means (i) the graphic user interface, text, images, sounds and other material of the Web site, which is visible to end users on or otherwise receivable by World Wide Web browsers and (ii) software (including cgi scripts and perl scripts) developed by sofCast Inc. or other software developer(s) to be included in and/or implementing the Web site. Web site Content shall not include sofCast Inc. Tools. Web site Content may include sofCast Inc. Content, Third-Party Content and Client Content.

2. Description of Service:

sofCast Inc. has provided you with sofCast Inc. Tools to develop, edit, modify, and maintain the Web site, including but not limited to incorporating Client Content into the Web site. sofCast Inc. and/or Information Provider(s) may have generated a prototype of the Web site for you that incorporates sofCast Inc. Content and/or Third-Party Content. By your acceptance of the terms and conditions of this Agreement, sofCast Inc. will provide end users with access to the Web site through available means, which may include the World Wide Web through publication of the Web site on a Server System of a Host (the "Service"). Unless explicitly stated otherwise, any Enhancements to the current Service, including the release of new sofCast Inc. Tools and/or sofCast Inc. Content or the availability of the Web site in different formats, shall be subject to this Agreement but may or may not be subject to additional fees. You understand and agree that the Service is provided "AS IS" and that sofCast Inc. assumes no responsibility for the timeliness, deletion, misdelivery or failure to store any information.

You agree to use the Service and any additional services offered by sofCast Inc. in the future only in accordance with this Agreement. You also agree to abide by any rules, procedures, standards, requirements or conditions established by sofCast Inc. regarding the Service.

3. Proprietary Information:

The sofCast Inc. Tools, sofCast Inc. Content, Documentation, Enhancements, and the compilation and/or derivative works thereof reflected in the Web site Content (the "Proprietary Information") are the property of sofCast Inc. and its licensors and is protected by applicable intellectual property, including copyright, and other laws. sofCast Inc. retains copyright and other intellectual property ownership of all Proprietary Information. You agree not to reproduce, retransmit, disseminate, sell, distribute, publish, broadcast, circulate or commercially exploit the Proprietary Information in any manner other than under the terms of this Agreement without the express written consent of sofCast Inc.. You also agree not to use the Proprietary Information for any unlawful purpose.

You agree to grant to sofCast Inc. a non-exclusive, royalty-free, worldwide, perpetual license, with the right to sublicense, to reproduce, distribute, transmit, create derivative works of, publicly display and publicly perform any Client Content and other materials (including, without limitation, ideas contained therein for new or improved products and services) you include in the Web site by all means and in any media now known or hereafter developed. You also grant to sofCast Inc. the right to use your name in connection with the Client Content and other materials as well as in connection with all advertising, marketing and promotional material related thereto. You agree that you shall have no recourse against sofCast Inc. for any alleged or actual infringement or misappropriation of any proprietary right in Client Content. You also agree to be responsible for obtaining and paying for any necessary licenses to use third-party materials for Client Content.

sofCast Inc. hereby grants you a non-exclusive license to use, edit and display the Proprietary Information in connection with the Service in accordance with the terms of this Agreement.

4. Responsibility for Web site Content:

You agree that you are solely responsible for the Web site Content, including both sofCast Inc. Content and Client Content. sofCast Inc. and any Information Provider(s) do not assume any responsibility for the Web site Content. This means that you are fully responsible should the Web site Content be subject to any claim by any party or that the Web site Content violates any law, including any activity mentioned in Section 6. YOU ARE RESPONSIBLE FOR THE WEB SITE CONTENT EVEN THOUGH SOME OR ALL OF SUCH CONTENT MAY HAVE BEEN PROVIDED BY sofCast Inc. OR INFORMATION PROVIDER(S). The Web site provided by sofCast Inc. and/or Information Provider(s) is provided as a prototype, which you are able and permitted to change, alter, modify or otherwise conform prior to and after publication. You agree that you have read and reviewed all of the Web site Content regardless of source, and intend to have this material published on the Web site. PLEASE REVIEW THE WEB SITE CAREFULLY. BY ELECTRONICALLY CHECKING THE BOX MARKED "I ACCEPT THESE TERMS AND CONDITIONS," YOU CERTIFY THAT YOU HAVE REVIEWED THE WEB SITE CONTENT, INCLUDING PORTIONS THAT MAY HAVE BEEN PROVIDED BY sofCast Inc. AND/OR INFORMATION PROVIDER(S), AND AGREE TO ACCEPT RESPONSIBILITY THEREFOR AS PROVIDED BY THIS SECTION 4.

5. Web site Content; Limited Warranty:

The accuracy, completeness, or timeliness of the information included in the Web site Content is not guaranteed by sofCast Inc. or Information Provider(s). There may be delays, omissions or inaccuracies in the Web site Content. You agree that neither sofCast Inc. nor Information Provider(s) shall have any liability, contingent or otherwise, for the accuracy, completeness, or timeliness of the information in the Web site Content, or for any decision made or action taken by any user in reliance upon the Web site Content or the Service, or for interruption of any data, Web site Content or aspect of the Service. To the extent permitted by law, THERE IS NO WARRANTY OF MERCHANTABILITY, NO WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE AND NO WARRANTY OF NONINFRINGEMENT. THERE IS NO OTHER WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, REGARDING THE WEB SITE CONTENT OR ANY ASPECT OF THE SERVICE.

6. Limitation on Services:

You agree not to use the Service to: (i) Post, sell, promote, or provide any pornographic material of any kind; (ii) Post, sell, promote, or provide any inappropriate, profane, defamatory, infringing, obscene, indecent or unlawful material, including expressions of bigotry, prejudice, racism, hatred or excessive profanity, post any obscene, lewd, lascivious, filthy, excessively violent, harassing or otherwise objectionable content; (iii) Sell or promote any products or services that are unlawful in the location at which the content is posted or received; (iv) Introduce viruses, worms, harmful code and/or trojan horses on the Internet; (v) Exploit or post, sell, promote, or provide any material that exploits children under 18 years of age; (vi) Post, sell, promote, or provide any material or otherwise infringe or violate in any way any copyright, patent, trademark, service mark, trade name, trade secret or other intellectual property right of any third party; (vii) Promote, solicit or participate in forward surveys, lotteries, gambling, pyramid schemes, junk mail, spam or chain letters; (viii) Post, sell, promote, or provide any material that holds sofCast Inc. up to public scorn or ridicule; (ix) Engage in any libelous, defamatory, scandalous, threatening or harassing activity; (x) Post, sell, promote, or provide any personally identifying information or private information about any third parties without their consent (or their parents' consent, in the case of a minor); (xi) Post, sell, promote, or provide any material that advocates, promotes or otherwise encourages violence against any governments, organizations, groups or individuals or which provides instruction, information or assistance in causing or carrying out such violence; (xii) Post, sell, promote, or provide any material with falsified or deleted author attributions, legal or other notices or proprietary designations, or labels of the origin or source of software or other material; (xiii) Post, sell, promote, or provide any material or goods using false advertising; or (xiv) Promote, solicit or participate in any illegal activity or other activity which infringes the rights of others.

In no event will sofCast Inc. or Information Provider(s) be liable for any costs, damages, expenses or any other liabilities incurred by you as a result of such uses of the Service.

7. Limitations of Liability:

IN NO EVENT WILL sofCast Inc. OR INFORMATION PROVIDER(S) BE LIABLE TO YOU OR ANYONE ELSE FOR (I) DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES (including, but not limited to, damages for loss of profits, business interruption, loss of programs or information, and the like) arising out of the use of or inability to use the Service, or any information, or transactions provided on the Service or downloaded or hyperlinked from the Service, even if sofCast Inc. or its authorized representatives have been advised of the possibility of such damages, or (II) any claim attributable to errors, omissions, or other inaccuracies in the Service and/or materials or information downloaded through, or hyperlinked from, the Service. Neither sofCast Inc. nor Information Provider(s) shall be liable for any loss resulting from any cause including but not limited to failure of electronic or mechanical equipment or communication lines; telephone or other interconnect problems; bugs, errors, configuration problems or incompatibility of computer hardware or software; failure or unavailability of Internet access; problems with Internet service providers (including but not limited to a Host) or other equipment or services relating to your or a third party's computer; problems with intermediate computer or communications networks or facilities; problems with data transmission facilities or telephone or telephone service; or unauthorized access, theft, operator errors, severe weather, earthquakes or labor disputes. sofCast Inc. and Information Provider(s) are not responsible for any damage to any computer, software, modem, telephone or other property resulting from your use of the Service. SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON HOW LONG IMPLIED WARRANTIES LAST, THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES OR THE EXCLUSION OF CERTAIN IMPLIED WARRANTIES, SO THAT THESE DISCLAIMERS AND LIMITATIONS MAY NOT APPLY TO YOU. SUCH JURISDICTIONS MAY PROVIDE YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY ALSO HAVE OTHER RIGHTS, WHICH VARY FROM JURISDICTION TO JURISDICTION.

sofCast Inc. AND INFORMATION PROVIDER(S) WILL NOT BE HELD LIABLE FOR ANY LOSS, DAMAGE, OR OTHER CLAIM ARISING AS A RESULT OF ANY END-USER'S USE OF THE WEB SITE.

8. No Legal Advice:

You acknowledge that none of the services and/or information provided by sofCast Inc. is intended as legal advice. Although the Service provides access to numerous recommendations about various statements and disclaimers to be included in the Web site, none of these recommendations are endorsed by sofCast Inc..

9. Data Transmission:

You acknowledge that data, including e-mail and electronic communications, may be accessed by unauthorized third parties when communicated between you and sofCast Inc. or end users, using the Internet, other network communications facilities, telephone or any other electronic means. You agree to use software produced by third parties, including, but not limited to, "browser" software that supports a data security protocol compatible with the protocol used by sofCast Inc.. Until notified otherwise by sofCast Inc., you agree to use software that supports the Secure Socket Layer (SSL) protocol or other protocols accepted by sofCast Inc. and follow sofCast Inc.'s procedures for Service that support such protocols.

You acknowledge that sofCast Inc. is not responsible for notifying you of any upgrades, fixes or enhancements to any such software or for any compromise of data transmitted across computer networks or telecommunications facilities, including, but not limited to, the Internet.

10. Fees:

sofCast Inc. will publish your Web site under this Agreement free of charge, but sofCast Inc. reserves the right to change its fees for the Service or any portion thereof, to charge fees for specialized or additional services, to add or remove offered services, including but not limited to Web site Content, sofCast Inc. Tools, and Enhancements, and/or fees therefor, or any terms of this Agreement, in its sole discretion pursuant to Section 15.

You agree to pay any taxes, including personal property taxes or sales taxes resulting from your use of the Service. You agree to pay all attorney and collection fees arising from efforts by sofCast Inc. to collect any past due amounts from you to
the extent allowed by law.

11. Indemnification; Taxes:

You agree to defend, indemnify, and hold harmless sofCast Inc. and Information Provider(s) and their affiliates and each of their respective directors, officers, employees, contractors, representatives and agents from and against any and all claims, losses, liabilities, costs and expenses (including but not limited to attorneys' fees) arising from your violation of this Agreement or arising from any claim by any third party, including a claim that you have violated any state, federal, foreign, or international laws or regulations, or any third party's rights, including but not limited to false advertising, infringement of any copyright, trademark, trade secret, or patent, violation of any proprietary right and invasion of any privacy rights. This obligation will survive the termination of this Agreement.

sofCast Inc. HEREBY EXPRESSLY DISCLAIMS ANY AND ALL LIABILITIES, INCLUDING, WITHOUT LIMITATION, DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, IN RESPECT OF ANY DUTY OF ANY ENTITY: (1) TO COLLECT TAXES, FEES OR OTHER LEVIES FROM YOUR CUSTOMERS, END USERS OR OTHER THIRD PERSONS PURCHASING SERVICES OR GOODS FROM YOU (WHETHER RELATED TO THE SERVICES PROVIDED BY (CompanyName) HEREUNDER OR OTHERWISE) THAT ARE IMPOSED BY ANY TAXING AUTHORITY, INCLUDING, WITHOUT LIMITATION, ANY FEDERAL, STATE, COUNTY OR CITY GOVERNMENT; AND/OR (2) TO REMIT ANY TAXES, FEES, OR OTHER LEVIES TO ANY TAXING AUTHORITY, INCLUDING, WITHOUT LIMITATION, ANY FEDERAL, STATE, COUNTY OR CITY GOVERNMENT. YOU ACKNOWLEDGE AND AGREE THAT YOU ARE SOLELY RESPONSIBLE FOR THE DETERMINATION, COLLECTION AND REMITTANCE OF ANY SUCH TAXES, FEES OR OTHER LEVIES.

12. Our Ability to Terminate Service:

sofCast Inc. reserves the right to terminate the Service or any portion thereof in its sole discretion, without notice and without limitation, for any reason or no reason whatsoever, including but not limited to the breach of this Agreement, actual or potential litigation by third parties, or a court order directing sofCast Inc. to terminate the Service. In the event of a termination by sofCast Inc., sofCast Inc. shall have no liability to you; provided, however, that if the termination is without cause, sofCast Inc. will refund the pro rata portion of any fee that may have been paid by you for the portion of the Service not furnished to you as of the date of such termination.

13. Agency:

The parties are separate and independent legal entities. Nothing contained in this Agreement shall be deemed to constitute you, sofCast Inc., or Information Provider(s) an agent, representative, partner, joint venturer or employee of the other party(ies) for any purpose. None of the parties has the authority to bind the other(s) or to incur any liability on behalf of the other(s), nor to direct the employees of the other(s). No employment relationship is created by this Agreement.

14. General:

You acknowledge that, in providing you with the Service, sofCast Inc. has relied upon your agreement to be bound by the terms of this Agreement. You further acknowledge that you have read, understood and agreed to be bound by the terms of this Agreement, all as currently in effect and as amended from time to time.

15. Modifications/Termination:

This Agreement may be modified or terminated by sofCast Inc., at its sole discretion, upon written notice to you. If sofCast Inc. sends you written notice, via electronic communication or otherwise, of a modification, you will have accepted the modification by not terminating this Agreement and/or the Service.

16. Arbitration:

The parties agree to submit any dispute arising out of or in connection with this Agreement to binding arbitration in New York before the American Arbitration Association pursuant to the provisions of this Section 16, and, to the extent not inconsistent with this Section 16, the rules of the American Arbitration Association. The parties agree that such arbitration will be in lieu of either party's rights to assert any claim, demand or suit in any court action, (provided that either party may elect either binding arbitration or a court action with respect to obtaining injunctive relief to terminate the violation by the other party of such party's proprietary rights, including without limitation any trade secrets, copyrights or trademarks). Any arbitration shall be final and binding and the arbitrator's order will be enforceable in any court of competent jurisdiction.

17. Governing Law; Venue:

The validity, construction, and performance of this Agreement shall be governed by the laws of the state of New York, and all claims and/or lawsuits in connection with this Agreement must be brought in New York.

18. Severability:

If any provision of this Agreement shall be held by a court of competent jurisdiction to be contrary to any law, the remaining provisions shall remain in full force and effect as if said provision never existed.

19. Assignment:

This Agreement is personal to you. You may not sell, transfer, sublicense, hypothecate or assign your rights and duties under this Agreement without the written consent of sofCast Inc.. None of your rights hereunder shall devolve by operation of law or otherwise upon any receiver, liquidator, trustee, or other party. This Agreement shall inure to the benefit of sofCast Inc., its successors and assigns.

20. Authority:

You represent that you have the corporate or other legal authority to enter into this agreement and to publish the Web site.

(Last revised 9/01/2002)