Terms of Service for Entraspan, Inc.

The provisions of these Terms of Use are for the benefit of PROVIDER and its officers, directors, employees, agents, licensors, suppliers, and affiliates. Each of these individuals or entities shall have the right to assert and enforce those provisions directly on its own behalf.

DESCRIPTION OF THE SERVICES

PROVIDER currently provides users with online content and applications branded on entraspan.com and other web-sites (the " Services"). Unless explicitly stated otherwise, any new features that augment or enhance the current Services, including any new Services, will be subject to the TOS.

WHAT YOU MUST DO TO USE THE SERVICES

In order to use the Services, you must obtain access to the World Wide Web, either directly or through devices that access Web-based content, and pay any service fees associated with such access. You must provide all equipment necessary to make such connection to the World Wide Web, including a computer and modem or other access device.

YOUR REGISTRATION INFORMATION MUST BE ACCURATE, CURRENT AND COMPLETE

In consideration of your use of the Services, you agree to: (a) provide true, accurate, current and complete information about yourself as prompted by the registration form of the Services (such information being 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 PROVIDER has reasonable grounds to believe that such information is untrue, inaccurate, not current or incomplete, PROVIDER has the right to suspend or terminate your account and to refuse any and all current or future use of the Services (or any portion thereof).

YOUR OBLIGATION TO PAY FEES

You agree to pay all applicable subscription, service and use fees, if any, PROVIDER charges you for the Services. You agree to pay all costs (including attorney's fees), if any, incurred by PROVIDER in collecting overdue fees from you, and to pay a late charge on any overdue fees at a rate equal to the lesser of 1.5% per month or the maximum rate allowed under applicable law. You also agree to pay all foreign, federal, state and local taxes applicable to your access, use or receipt of the Services.

ACCESS, PASSWORDS AND SECURITY

You may designate additional users under your account, which corresponds to the level of Services you are receiving from PROVIDER, and you may provide and assign access and passwords to such users. You will be responsible for the confidentiality and use of your access number(s), password(s), and account number(s). You will be responsible for all electronic communications, including account registration and other account holder information, e-mail and financial, and other data ("Electronic Communications") entered through or under your access number(s), password(s) or account number(s). PROVIDER will act as though any Electronic Communications it receives under your access number(s), password(s) or account number(s) will have been sent by you. You agree immediately to notify PROVIDER if you become aware of any loss or theft or unauthorized use of any of your access number(s), password(s) and/or account number(s).

THE WAY WE HANDLE ELECTRONIC COMMUNICATION

The Services allow you to send Electronic Communications directly to PROVIDER and interact within applicable areas of the Services. Electronic Communications may include your business's financial and business data that you send through the Services (the "Data"). You acknowledge and agree to the following with respect to use of Electronic Communications through the Services:

PROVIDER shall be entitled, but is not obligated, to review or retain your Electronic Communications for your compliance with the TOS and the security of the Services. PROVIDER may also review or retain Electronic Communications (other than Data) for other reasons that PROVIDER believes in good faith will improve the quality of the Services;

PROVIDER may disclose Electronic Communications if required to by law or in the good-faith belief that such disclosure is reasonably necessary to: (i) comply with legal process; (ii) enforce the TOS; (iii) respond to claims that any Electronic Communications violate the rights of third parties; or (iv) protect the rights, property, or personal safety of PROVIDER its users or others;

You will not use any Electronic Communication for any purpose that is unlawful, abusive, harassing, libelous, defamatory, obscene or threatening. Neither you, nor someone on your behalf, will use the Services to solicit PROVIDER customers or others for any purpose;

You will not upload, post, reproduce or distribute any information, software or other material protected by copyright or any other intellectual property right (as well as rights of publicity and privacy) without first obtaining the permission of the owner of such rights;

You will not in any way express or imply that any opinions contained in your Electronic Communications are endorsed by PROVIDER;

You agree to provide PROVIDER with your e-mail address, promptly provide PROVIDER with any changes to your e-mail address and accept Electronic Communications from PROVIDER at the e-mail address you specify;

You agree that PROVIDER may provide notices, statements and other communications to you solely through e-mail, posting on the Services or other electronic transmission; and

You understand that the technical processing and transmission of the Services, including your Electronic Communications, may involve (i) transmissions over various networks; and (ii) changes to conform and adapt to technical requirements of connecting networks or devices.

SECURITY OF DATA TRANSMISSION

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 PROVIDER. Until notified otherwise by PROVIDER, you agree to use software that supports the Secure Socket Layer (SSL) protocol or other protocols accepted by PROVIDER and to follow OrgTraks logon procedures for Services that support such protocols. You acknowledge that PROVIDER 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. You acknowledge that it is possible that Electronic Communications may be accessed by unauthorized third parties when communicated between you and PROVIDER using the Internet, other network communications facilities, telephone or any other electronic means.

GENERAL PRACTICES REGARDING USE OF THE SERVICES

You acknowledge that PROVIDER may establish general practices and limits concerning use of the Services. You acknowledge that PROVIDER reserves the right to disable accounts that are inactive for an extended period of time. You further acknowledge that PROVIDER reserves the right to change these general practices and limits at any time, upon notice as provided below.

SECURITY AND STORAGE OF DATA

The security of your Data may be maintained through the use of data encryption, data security protocols, passwords and other methods which PROVIDER may employ, or which PROVIDER may suggest or require that you employ. You agree that PROVIDER has no responsibility or liability either for the deletion or failure to store any Data transmitted by you or anyone else to the Services or the operation, or failure, or weakness, of any data encryption, data security protocols, passwords or other security methods employed by PROVIDER.

PROPRIETARY RIGHTS

You acknowledge and agree that the Services and any necessary software used in connection with the Services ("Software") contain proprietary and confidential information that is protected by applicable intellectual property and other laws. You further acknowledge and agree that content contained in sponsor advertisements or information presented to you through the Services or by advertisers is protected by copyrights, trademarks, service marks, patents or other proprietary rights and laws. You agree not to modify, rent, lease, loan, sell, distribute or create derivative works based on the Services or the Software, in whole or in part. You agree not to reproduce, duplicate, copy, sell, resell or exploit for any commercial purposes, any portion of the Services, use of the Services, or access to the Services. If you are a professional service provider (i.e., management consultant), you may procure and maintain the Services for your clients by obtaining and maintaining from PROVIDER a separate account for each of them.

PROVIDER grants you a non-transferable, non-exclusive and terminable right and license to use the object code of its Software; provided that you do not (and do not allow any third party to) copy, modify, create a derivative work of, reverse engineer, reverse assemble, disassemble, or decompile the Software or any part thereof or otherwise attempt to discover any source code, or sell, assign, sublicense, grant a security interest in or otherwise transfer any right in or to the Software. You agree not to modify the Software in any manner or form, or to use modified versions of the Software, including (without limitation) for the purpose of obtaining unauthorized access to the Services. You agree not to access the Services by any means other than through the interfaces that are provided by PROVIDER for use in accessing the Services.

TRADEMARK INFORMATION

"PROVIDER," the PROVIDER logo, and other PROVIDER trademarks, service marks, logos and product and service names are marks of PROVIDER (the "PROVIDER Marks"). Other trademarks, service marks, and logos are the property of their respective owners. You agree not to display or use the PROVIDER Marks, or any other marks in any manner without the owner's express prior written permission.

DISCLAIMER OF WARRANTIES

The service, content, and site are provided on an "as is" and "as available" basis, without warranties of any kind, either express or implied, including, without limitation, implied warranties of merchantability, fitness for a particular purpose or non-infringement.

PROVIDER expressly disclaims to the fullest extent permitted by law all express, implied, and statutory warranties, including, without limitation, the warranties of merchantability, fitness for a particular purpose, and non-infringement of proprietary rights. PROVIDER disclaims any warranties regarding security, reliability, timeliness, availability, and performance. PROVIDER disclaims any responsibility for any harm resulting from your use.

You understand and agree that you use the Services at your own discretion and risk and that you will be solely responsible for any damages to your computer system or loss of data that results from use of the Services.

LIMITATION OF LIABILITY

You hereby agree to indemnify, defend and hold PROVIDER, and its officers, directors, agents, suppliers, affiliates, licensors and licensees (collectively, the "Indemnified Parties") harmless from and against any and all liability and costs incurred by the Indemnified Parties in connection with any claim arising out of your use of the Services, including, without limitation, reasonable attorneys' fees. You shall cooperate as fully as reasonably required in the defense of any claim. PROVIDER reserves the right, at its own expense, to assume the exclusive defense and control of any matter subject to indemnification by you. In no event will PROVIDER be liable to you or anyone else for any consequential, incidental, special or indirect damages (including but not limited to loss of profits, goodwill, use, data or other intangible items) even if PROVIDER has been advised of the possibility of such damages or losses. you agree that the liability oF PROVIDER arising out of any kind of legal claim (whether in contract, tort or otherwise) in any way connected with the services will not exceed the amount you paid for the services. PROVIDER shall not be liable for any loss resulting from a cause over which PROVIDER does not have direct control, 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 or other equipment or services relating to your computer; problems with intermediate computer or communications networks or facilities; problems with data transmission facilities or your telephone or telephone service; or unauthorized access, theft, operator errors, severe weather, earthquakes or labor disputes. PROVIDER is not responsible for any damage to your computer, software, modem, telephone or other property resulting from your use of the Services. Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of liability for incidental or consequential damages. accordingly, some of the above limitations may not apply to you.

INDEMNITY

You agree to defend, indemnify and hold PROVIDER 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 the TOS, state or federal laws or regulations, or any third party's rights, including but not limited to infringement of any copyright, violation of any proprietary right and invasion of any privacy rights. This obligation will survive the termination of the Services.

MODIFICATIONS TO OR DISCONTINUATION OF THE SERVICES.

PROVIDER reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Services (or any part thereof) upon notice to you. You agree that PROVIDER shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Services.

TERMINATION OF THE SERVICES

You agree that PROVIDER, in its sole discretion, may terminate your password, account (or any part thereof) or use of the Services, and remove and discard any Electronic Communications within the Services, for lack of use or if PROVIDER believes that you have violated or acted inconsistently with the letter or spirit of these TOS. PROVIDER may also in its sole discretion and at any time discontinue providing the Services, or any part thereof. You agree that any termination of your access to the Services under any provision of these TOS may be effected upon notice to you, and acknowledge and agree that thereafter PROVIDER may immediately deactivate or delete your account and all related information and files in your account and/or bar any further access to such files, the Services; however, in the event that your Services with PROVIDER terminates, PROVIDER will use commercially reasonable efforts to return your Data to you electronically, in an appropriate format selected by PROVIDER, as promptly as is reasonably possible after such termination, provided you have complied with the TOS and have paid in full all amounts owed to PROVIDER. Further, you agree that PROVIDER shall not be liable to you or any third party for any termination of your access to the Services; provided, however, that if the termination is unrelated to your acts or omissions PROVIDER will refund the pro rata portion of any fee that may have been paid by you for the portion of the Services not furnished to you as of the date of such termination.

LINKS

The Services may provide, or third parties may provide, links to other World Wide Web sites or resources. Because PROVIDER has no control over such sites and resources, you acknowledge and agree that PROVIDER is not responsible for the availability of such external sites or resources, and does not endorse and is not responsible or liable for any content, advertising, products, or other materials on or available from such sites or resources. You further acknowledge and agree that PROVIDER 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 content, goods or services available on or through any such site or resource.

NOTICES

Notices to you from PROVIDER may be made by either e-mail or regular mail. PROVIDER may provide notices of changes to the TOS, modification or termination of the Services or other matters by e-mail to you or by displaying notices or links to notices to you on the Services.

MODIFICATIONS

PROVIDER may modify the TOS upon notice to you. If PROVIDER sends you notice, via e-mail, posting on the Services or otherwise, of a modification, you confirm your acceptance of the modification by not closing and/or by continuing to use the Services.

COPYRIGHT COMPLAINTS

PROVIDER respects the intellectual property of others. It is PROVIDER's policy to respond expeditiously to claims of copyright and other intellectual property infringement. PROVIDER will promptly process and investigate notices of alleged infringement and will take appropriate actions under the Digital Millennium Copyright Act ("DMCA") and other applicable intellectual property laws. Upon receipt of notices complying or substantially complying with the DMCA, PROVIDER may act expeditiously to remove or disable access to any material claimed to be infringing or claimed to be the subject of infringing activity and may act expeditiously to remove or disable access to any reference or link to material or activity that is claimed to be infringing. Notifying PROVIDER of Copyright Infringement: To provide PROVIDER notice of an infringement, you must provide a written communication to the attention of "DMCA Infringement Notification Dept." that sets forth the information specified by the DMCA (http://www.copyright.gov/title17/92chap5.html#512). Please note that we may post your notification, with personally identifiable information redacted, to a clearinghouse such as chillingeffects.org. Please also note that you may be liable for damages (including costs and attorneys' fees) if you materially misrepresent that an activity is infringing your copyright. Providing PROVIDER with Counter-Notification: If we remove or disable access to content in response to an infringement notice, we will make reasonable attempts to contact the owner or administrator of the affected site or content. If you feel that your material does not constitute infringement, you may provide PROVIDER with a counter notification by written communication to the attention of "DMCA Counter Notification Dept." that sets forth all of the necessary information required by the DMCA (http://www.copyright.gov/title17/92chap5.html#512). Please note that you may be liable for damages (including costs and attorneys' fees) if you materially misrepresent that an activity is not infringing the copyrights of others. If you are uncertain whether an activity constitutes infringement, we recommended seeking advice of an attorney.

GENERAL PROVISIONS

These Terms and Conditions will be governed by and construed in accordance with the laws of the State of California, without giving effect to the conflict of laws or provisions of California or your actual state or country of residence. Any dispute arising from these Terms and Conditions shall be adjudicated in the federal or state courts located in San Diego, California. If for any reason a court of competent jurisdiction finds any provision or portion of these Terms and Conditions to be unenforceable, the remainder of these Terms and Conditions will continue in full force and effect. These Terms and Conditions constitute the entire agreement between the parties with respect to the subject matter hereof and supersede and replace all prior or contemporaneous understandings or agreements, written or oral, regarding such subject matter. Any waiver of any provision of these Terms and Conditions will be effective only if in writing and signed by PROVIDER.

The failure of PROVIDER to exercise or enforce any right or provision of the TOS shall not constitute a waiver of such right or provision. If any provision of the TOS is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision, and the other provisions of the TOS shall remain in full force and effect. 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 the Services or the TOS must be filed within one (1) year after such claim or cause of action arose or be forever barred. The Section titles in the TOS are for convenience only and have no legal or contractual effect.