1. ACCEPTANCE OF TERMS OF USE FOR THIS WEBSITE 1.1 YOU MUST READ THESE Xoetrope WEBSITE TERMS OF USE ("TERMS") CAREFULLY. XOETROPE LTD. AND ITS AFFILIATES ("XOETROPE") PROVIDE THIS WEBSITE TO YOU, YOUR EMPLOYEES, AGENTS, AND CONTRACTORS, AND ANY OTHER ENTITY ON WHOSE BEHALF YOU ACCEPT THESE TERMS (COLLECTIVELY "YOU"), SUBJECT TO THESE TERMS. THESE TERMS ARE ENTERED INTO BY AND BETWEEN XOETROPE AND YOU, AND YOU ACCEPT THEM BY: (a) PLACING AN ORDER THROUGH THIS WEBSITE; (b) USING THE WEBSITE IN ANY OTHER MANNER; AND/OR (c) ACKNOWLEDGING AGREEMENT WITH THESE TERMS. IF YOU DO NOT AGREE TO ALL OF THESE TERMS, DO NOT USE THIS WEBSITE. 1.2 This website ("Website") includes without limitation: (a) the Xoetrope Store, My Xoetrope, My Xoetrope Center, Share Space, Xoetrope Bid, and Online Service Center services, and other on-line services accessible via the Website (collectively the "Services"); (b) information such as technical, contractual, product, program, pricing, marketing, and other valuable information ("Information"); and (c) content such as data, text, software, music, sound, photographs, graphics, video, messages, or other materials ("Content"). Xoetrope controls and operates its websites from various locations and makes no representation that this Website is appropriate or available for use in all locations. Xoetrope products and services may not be available in Your location, and deliverables may vary among locations. If You are using the Website on behalf of Your employer, You represent and warrant that You are authorized to accept these Terms on Your employer's behalf, and that Your employer agrees to indemnify You and Xoetrope for violations of these Terms. In addition to the Terms and unless otherwise noted, the standard Xoetrope terms and conditions of sale in your jurisdiction govern purchases You make through the Website, unless You have in effect a separate valid written purchase or license agreement with Xoetrope for that product or service, in which case that separate agreement governs, and in cases of conflict, prevails. 2. YOUR OBLIGATIONS AND CONDUCT 2.1 In consideration of Your use of the Website, You agree to: (a) provide accurate, current, and complete information about You as may be prompted by a registration form on the Website (the "Registration Data"); (b) maintain the security of your password and identification; (c) maintain and promptly update the Registration Data, and any information You provide to Xoetrope, to keep it accurate, current and complete; and (d) accept all risks of unauthorized access to information and Registration Data. You have sole responsibility for adequate protection and backup of data and/or equipment used in connection with the Website. 2.2 You are entirely responsible for all Content that You upload, post or otherwise transmit via the Website. You agree not to upload, post or otherwise transmit via the Website Content that: (a) is inaccurate, harmful, obscene, pornographic, defamatory, racist, violent, offensive, harassing, or otherwise objectionable to Xoetrope or other users of the Website; (b) includes unauthorized disclosure of personal information; (c) violates or infringes anyone's intellectual property rights; or (d) contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment. Xoetrope reserves the right to edit or remove Content that violates these Terms or that contains third-party commercial advertisements. 2.3 You agree that You will not use the Website to: (a) transmit spam, bulk or unsolicited communications; (b) pretend to be Xoetrope or someone else, or spoof Xoetrope's or someone else's identity; (c) forge headers or otherwise manipulate identifiers (including URLs) in order to disguise the origin of any Content transmitted through the Services; (d) misrepresent your affiliation with a person or entity; (e) disrupt the normal flow of dialogue or otherwise act in a manner that negatively affects other users' ability to use the Website; (f) engage in activities that would violate any fiduciary relationship, any applicable local, state, national or international law, or any regulations having the force of law, including but not limited to attempting to compromise the security of any networked account or site, operating an illegal lottery or gambling operation, stalking, or making threats of harm; or (g) collect or store personal data about other users unless specifically authorized by such users. 3. CONFIDENTIALITY OF XOETROPE INFORMATION 3.1 You may obtain direct access via the Website to certain confidential information of Xoetrope and its suppliers, including without limitation technical, contractual, product, program, pricing, marketing and other valuable information that should reasonably be understood as confidential ("Confidential Information"). You must hold Confidential Information in strict confidence. Title to Confidential Information remains with Xoetrope and its suppliers. 3.2 Your obligations regarding Confidential Information expire five (5) years after the date of disclosure. Upon termination of the Terms or Xoetrope's written request, You must cease use of Confidential Information and return or destroy it. 3.3 The Terms impose no obligation upon You with respect to Confidential Information that You can establish by legally sufficient evidence: (a) You possessed prior to Your receipt from Xoetrope, without an obligation to maintain its confidentiality; (b) is or becomes generally known to the public through no act or omission by You, or otherwise without violation of the Terms; (c) You obtained from a third party who had the right to disclose it, without an obligation to keep such information confidential; (d) You independently developed without the use of Confidential Information and without the participation of individuals who have had access to it, or (e) in response to a valid order by a court or other governmental body, as otherwise required by law, or as necessary to establish the rights of either party under these Terms and as disclosed after prior notice to Xoetrope adequate to afford Xoetrope the opportunity to object to the disclosure. 4. CONTENT SUBMITTED TO XOETROPE 4.1 Xoetrope does not claim ownership of the Content You place on the Website and shall have no obligation of any kind with respect to such Content. Unless otherwise stated herein, or in Xoetrope's Privacy Policy, any Content You provide in connection with this Website shall be deemed to be provided on a nonconfidential basis. Xoetrope shall be free to use or disseminate such Content on an unrestricted basis for any purpose, and You grant Xoetrope and all other users of the Website an irrevocable, worldwide, royalty-free, nonexclusive license to use, reproduce, modify, distribute, transmit, display, perform, adapt, resell and publish such Content (including in digital form). You represent and warrant that you have proper authorization for the worldwide transfer and processing among Xoetrope, its affiliates, and third-party providers of any information that You may provide on the Website. 4.2 Xoetrope does not routinely monitor Content, but Xoetrope and its designees reserve the right to monitor, restrict access to, edit or remove any Content that is available via the Website. 5. DELIVERY OF E-MAIL Xoetrope will attempt to deliver all of the e-mail that is addressed to Your e-mail address on Xoetrope's Services. However, the nature of e-mail is such that Xoetrope cannot guarantee delivery of such e-mail. 6. INDEMNITY You agree to indemnify and hold Xoetrope and its subsidiaries, affiliates, shareholders, officers, directors, agents, licensors, suppliers, alliance members, other partners, employees and representatives harmless from any claim or demand, including reasonable attorneys' fees, made by any third party due to or arising out of Your Content, Your use of or connection to the Website (including any use by You on behalf of Your employer), Your violation of the Terms, or Your violation of any rights of another. 7. NOTICES; MODIFICATION AND TERMINATION OF SERVICES; AMENDMENT OF TERMS Xoetrope may provide notice to You via email, regular mail, or posting notices or links to notices on the Website. Xoetrope reserves the right at any time to modify, suspend or terminate the Services (or any part thereof), and/or Your use of or access to them, with or without notice. Xoetrope may also delete, or bar access to or use of, all related Information and files. Xoetrope will not be liable to You or any third-party for any modification, suspension, or termination of the Services, or loss of related information. Xoetrope may amend these Terms at any time by posting the amended terms on this Website. 8. ADVERTISEMENTS AND PROMOTIONS Xoetrope runs advertisements and promotions from third parties on the Website. Your correspondence or business dealings with, or participation in promotions of, advertisers other than Xoetrope found on or through the Website, 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. Xoetrope is not 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 non-Xoetrope advertisers on the Website. 9. CONTENT PROVIDED VIA LINKS 9.1 You may find links to other Internet sites or resources on the Website. You acknowledge and agree that Xoetrope 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. Xoetrope will not be responsible or liable, directly or indirectly, for any actual or alleged damage or loss 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. 9.2 Reuters content on the Website is the intellectual property of Reuters Limited. Any copying, republication or redistribution of Reuters content, including by caching, framing, or similar means, is expressly prohibited without the prior written consent of Reuters. Data is provided for information purposes only, and is not intended for trading purposes. Reuters shall not be liable for any errors or delays in content, or for any actions taken in reliance thereon. Reuters, the Reuters Dotted Logo and the Sphere Logo are registered trademarks of the Reuters group of companies around the world. 10. INTELLECTUAL PROPERTY RIGHTS 10.1 Except as expressly authorized by Xoetrope or by Content providers, You agree not to reproduce, modify, rent, lease, loan, sell, distribute, mirror, frame, republish, download, transmit, or create derivative works of the Content of others, in whole or in part, by any means. You must not modify, decompile, or reverse engineer any software Xoetrope discloses to You, and You must not remove or modify any copyright or trademark notice, or other notice of ownership. 10.2 "Xoetrope Trademarks" means all names, marks, brands, logos, designs, trade dress, slogans and other designations Xoetrope uses in connection with its products and services. You agree to comply with the Xoetrope Trademark and Logo Usage Requirements located at http://www.xoetrope.com/policies/trademarks. You may not remove or alter any Xoetrope Trademarks, or co-brand your own products or material with Xoetrope Trademarks, without Xoetrope's prior written consent. You acknowledge Xoetrope's rights in Xoetrope Trademarks and agree that any use of Xoetrope Trademarks by You shall inure to Xoetrope's sole benefit. You agree not to incorporate any Xoetrope Trademarks into Your trademarks, service marks, company names, Internet addresses, domain names, or any other similar designations, for use on or in connection with computer or Internet-related products, services or technologies. 10.3 Xoetrope is committed to respecting others' intellectual property rights, and we ask our users to do the same. If You believe that Your work has been copied in a way that constitutes copyright infringement on our Website, please contact our copyright agent as described in our copyright agent website located at http://www.xoetrope.com/share/text/copyright_agent.html. 10.4 Unless explicitly stated herein, nothing in these Terms shall be construed as conferring any license to intellectual property rights, whether by estoppel, implication, or otherwise. Permission is granted to display, copy, distribute and download Content owned by Xoetrope on this Website provided that: (a) the copyright notice pertaining to the Content remains, and a permission notice (e.g., "Used with permission") is added to such Content; (b) the use of such Content is solely for personal and non-commercial use; (c) such Content will not be copied or posted on any networked computer or published in any medium, except as explicitly permitted by valid permission or license covering such materials; and (d) no modifications are made to such Content. This permission terminates automatically without notice if You breach any of the terms or conditions in this Section 10.4. Upon termination, You must immediately destroy any downloaded and/or printed Content. 11. DISCLAIMER OF WARRANTIES 11.1 YOUR USE OF THE WEBSITE IS AT YOUR SOLE RISK UNLESS OTHERWISE EXPLICITLY STATED. THE WEBSITE, INCLUDING THE INFORMATION, SERVICES AND CONTENT (AS DEFINED IN SECTION 1.2) IS PROVIDED ON AN "AS IS" "AS AVAILABLE" AND "WITH ALL FAULTS" BASIS. XOETROPE DISCLAIMS ALL EXPRESS OR IMPLIED CONDITIONS, REPRESENTATIONS, AND WARRANTIES OF ANY KIND, INCLUDING ANY IMPLIED WARRANTY OR CONDITION OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT. XOETROPE MAKES NO REPRESENTATIONS, WARRANTIES, CONDITIONS OR GUARANTEES AS TO THE USEFULNESS QUALITY, SUITABILITY, TRUTH, ACCURACY OR COMPLETENESS OF THE WEBSITE. 11.2 XOETROPE MAKES NO WARRANTY OR REPRESENTATION THAT: (a) THE WEBSITE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; (b) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE WEBSITE WILL BE ACCURATE OR RELIABLE; (c) THE QUALITY OF ANY PRODUCTS, SERVICES, CONTENT, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED FROM THE WEBSITE WILL MEET YOUR EXPECTATIONS OR REQUIREMENTS; OR (d) ANY ERRORS IN THE WEBSITE WILL BE CORRECTED. 11.3 YOU ASSUME ALL RISK FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM OBTAINING ANY CONTENT FROM THE WEBSITE, INCLUDING ANY DAMAGES RESULTING FROM COMPUTER VIRUSES. 12. LIMITATION OF LIABILITY 12.1 TO THE FULL EXTENT PERMITTED BY LAW, XOETROPE IS NOT LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF BUSINESS, REVENUE, PROFITS, GOODWILL, USE, DATA, ELECTRONICALLY TRANSMITTED ORDERS, OR OTHER ECONOMIC ADVANTAGE) ARISING OUT OF OR IN CONNECTION WITH THE WEBSITE, EVEN IF XOETROPE HAS PREVIOUSLY BEEN ADVISED OF, OR REASONABLY COULD HAVE FORESEEN, THE POSSIBILITY OF SUCH DAMAGES, HOWEVER THEY ARISE, WHETHER IN BREACH OF CONTRACT OR IN TORT (INCLUDING NEGLIGENCE), INCLUDING WITHOUT LIMITATION DAMAGES DUE TO: (a) THE USE OF OR THE INABILITY TO USE THE WEBSITE; (b) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED, OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO, THROUGH OR FROM THE WEBSITE; (c) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE WEBSITE, INCLUDING WITHOUT LIMITATION UNAUTHORIZED ACCESS TO OR ALTERATION OF TRANSMISSIONS OR DATA, MALICIOUS OR CRIMINAL BEHAVIOR, OR FALSE OR FRAUDULENT TRANSACTIONS; OR (d) CONTENT OR INFORMATION YOU MAY DOWNLOAD, USE, MODIFY OR DISTRIBUTE. 12.2 TO THE EXTENT THAT ANY JURISDICTION DOES NOT ALLOW THE EXCLUSION OR LIMITATION OF DIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, PORTIONS OF THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY. 13. XOETROPE'S PRIVACY POLICY You consent to the collection, processing and storage by Xoetrope of Your personal information in accordance with the terms of Xoetrope's Privacy Policy, which is available at http://www.xoetrope.com/privacy. You agree to comply with all applicable laws and regulations, and the terms of Xoetrope's Privacy Policy, with respect to any access, use and/or submission by You of any personal information in connection with this Website. 14. GENERAL TERMS 14.1 The Terms constitute the entire agreement between You and Xoetrope relating to their subject matter, and cancel and supersede any prior versions of the Terms. No modification to the Terms will be binding, unless in writing and signed by an authorized Xoetrope representative. You must not assign or otherwise transfer the Terms or any right granted hereunder. You also may be subject to additional terms and conditions that may apply when You use Xoetrope or third-party products or services. 14.2 You agree that any material breach of Sections 2, 3, 4, 6, and 10 of the Terms will result in irreparable harm to Xoetrope for which damages would be an inadequate remedy and, therefore, in addition to its rights and remedies otherwise available at law, Xoetrope will be entitled to equitable relief, including both a preliminary and permanent injunction, if such a breach occurs. You waive any requirement for the posting of a bond or other security if Xoetrope seeks such an injunction. 14.3 Irish law govern any action related to the Terms and/or Your use of the Website. Choice of law rules of any jurisdiction and the United Nations Convention on Contracts for the International Sale of Goods will not apply to any dispute under the Terms. You and Xoetrope agree to submit to the personal and exclusive jurisdiction of the courts located within the Republic of Ireland. 14.4 Rights and obligations under the Terms which by their nature should survive will remain in full effect after termination or expiration of the Terms. 14.5 Any express waiver or failure to exercise promptly any right under the Terms will not create a continuing waiver or any expectation of non-enforcement. If any provision of the Terms is held invalid by any law or regulation of any government, or by any court or arbitrator, the parties agree that such provision will be replaced with a new provision that accomplishes the original business purpose, and the other provisions of the Terms will remain in full force and effect. v.2 April 5, 2007