IMPORTANT - READ CAREFULLY: The SITEMASON Tools (the "Tools") are provided by SITEMASON ("SITEMASON") to You ("You," "Your," or "Member") under the terms and conditions of this Membership Agreement (this "Agreement"). This Agreement includes SITEMASON'S Privacy Policy, which is available at the SITEMASON web site located at http://www.sitemason.com/about/privacy.html and is incorporated herein by reference, and governs Your use of SITEMASON's web sites as well as the Tools. BY ACCESSING THE TOOLS OR COMPLETING THE REGISTRATION PROCESS, YOU REPRESENT AND WARRANT THAT YOU: (i) ARE AUTHORIZED TO SIGN FOR AND BIND THE CONTRACTING PARTY AND (ii) AGREE TO BE BOUND BY ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT, INCLUDING THE DISCLAIMERS AND LIMITATIONS OF LIABILITY SET FORTH BELOW. IF YOU ARE NOT AUTHORIZED TO SIGN FOR AND BIND THE CONTRACTING PARTY, OR OTHERWISE DO NOT AGREE WITH THE TERMS AND CONDITIONS OF THIS AGREEMENT, DO NOT ACCESS AND USE THE TOOLS.

I. SERVICE DESCRIPTION

SITEMASON provides web site applications (Tools), including maintenance and hosting, to to the general public. By subscribing to the Tools, users (also referred to as Members) can customize the Sitemason Tools (such as news services, polls, and feedback) for their websites so that web site users can visit and use the Tools.

II. USE OF SERVICE

All use of the Tools is governed by this Agreement.

A. YOUR ACCOUNT

All MEMBER accounts are governed by and subject to the following rules:

1. If you wish to subscribe to a Tool, You must register. As You complete the registration process, You must provide us with current, complete and accurate information as prompted. We have the right to refuse to grant You an account at our sole discretion. Regardless of whether You register, You agree to the terms of this Agreement and are responsible for Your posts.

2. Use of Your Account is expressly limited to You. You cannot transfer or share Your Account with any other party, temporarily or permanently.

3. You are entirely responsible for all use of Your Account and for the confidentiality of Your password. You are entirely responsible for any and all statements made and activities that occur through Your account. You agree to notify us immediately of any unauthorized use of Your account. To protect Your privacy, SITEMASON will suspend access or change access to Your Account immediately upon notification by You that Your password has been lost, stolen or otherwise compromised.

4. You are responsible for all telephone or Internet access charges related to connecting to SITEMASON. If You reside outside the U.S. or Canada and You require access to an additional telecommunications network in order to connect to SITEMASON, You are responsible for the additional charges that are incurred.

5. Payment of accounts:

a. The date on which You purchase Your first SITEMASON Professional Tool is Your "settlement date." The date on which You subscribe to any SITEMASON Tool is that Tool's "licensing start date."

b. When You purchase a subscription for Your first SITEMASON Professional Tool, SITEMASON establishes a billing contact and a settlement date (monthly or yearly depending on Your purchase) at which time You are responsible for payment in advance until the next settlement date for all active Tools plus applicable sales tax. Until You expressly terminate a Professional Tool subscription, You are responsible for payment for that Tool and all Professional Tools registered to You.

c. The date that you purchase a Professional Tool subscription is the Tool's licensing start date. If Your Tool licensing start date is a settlement date, You are charged in advance for Tool use until the next settlement date. If You purchase a Professional Tool subscription between settlement dates, You are charged, at the next settlement date, for Your use of that Tool prior to that date plus advance payment to the next settlement date.

d. If You terminate a Professional Tool subscription, the termination takes effect immediately. In the event of termination, You remain obligated not to violate the rights of any person or entity with respect to any materials You can have received or downloaded via SITEMASON. If You terminate a Professional Tool subscription on a settlement date, You are responsible for any usage of the cancelled Tool for which You have not yet paid from the date of last payment until that next settlement date. If You purchase a Tool subscription and then terminate it before reaching the first settlement date, the termination is effective immediately and You are charged for use between the licensing start date and the first settlement date. If you have purchased a "Lifetime" Tool subscription and then terminate your Professional Tool subscription at any time, SITEMASON will not refund your purchase price.

e. You acknowledge that, after 30 days, SITEMASON has the right to delete any of Your personal data on SITEMASON's servers associated with a Tool subscription that You have terminated.

f. You can terminate a Professional Tool subscription and continue with that Tool intact as an Express Tool.

g. SITEMASON has the right to terminate Your Tool subscription at any time in the event of non-payment. You are responsible for any balance established until the point at which SITEMASON suspends Your professional privileges. Further failure to pay may result in SITEMASON disabling Your Express and Professional Tools.

B. TOOLS

1. The Tools on the SITEMASON web site are designed to accommodate a diversity of interests and opinions. Just like any community, however, owners and users must conduct themselves in an appropriate manner. Members and website users cannot use SiteMason tools to post or transmit any unlawful, harmful, threatening, abusive, harassing, defamatory, or otherwise objectionable material of any kind, including, but not limited to, any material that encourages conduct that would harm SITEMASON's business interests, constitute a criminal offense, exploit children, violate rights of others, or otherwise violate any applicable local, state, national, or international law. SITEMASON reserves the right to shut down any Tool, which, in its sole judgement, violates these guidelines.

2. You can purchase a SITEMASON Professional Tool subscription and can customize that Tool on SITEMASON, which consists of all Tools and associated data that are hosted on and served from SITEMASON servers. SITEMASON retains ownership of all Tools, regardless of customization. You are licensed to use the Tools but cannot copyright the Tools outside SITEMASON; however, if You customize a Tool, you are responsible for the content of and data associated with that Tool.

3. Termination - You agree to notify SITEMASON upon decision to terminate any Tool subscription, and unless You expressly terminate a Tool subscription, You are responsible for payment for all Professional Tools registered to You. SITEMASON has the right to terminate Your Tool subscriptions at any time in the event of misuse, abandonment and non-payment. You acknowledge that, after 30 days, SITEMASON has the right to delete any of Your personal data on SITEMASON's servers associated with a Tool subscription that You have terminated.

4. SITEMASON and its affiliates are under no obligation to monitor or review content.

5. SITEMASON and its affiliates do not control the information available in association with the SITEMASON Tools. Any opinions, advice, statements, services, offers or other information or content presented or disseminated on any Tool are those of the respective authors who are solely liable for their content. SITEMASON and its affiliates reserve the right, in their sole discretion, to edit or remove any material from the Tools.

6. Furthermore, SITEMASON reserves the right, at any time and for any or no reason, to limit, deny, modify or discontinue the Tools with or without notice to You. SITEMASON shall not be liable to You or any third party should SITEMASON exercise its right to modify or discontinue the Tools.

7. SITEMASON reserves the right to require alteration of or termination of a Tool if that Tool generates more than 500,000 hits (complete executions) per month.

8. Copyright Agent. In compliance with 17 U.S.C. 512, Monster Labs, Inc. has designated an agent to receive notifications of claimed infringement by any material located on the SITEMASON Web site. If You wish to notify SITEMASON of any such claimed infringement, contact Mr. Tim Moses, by e-mail ("copyright@monsterlabs.com"), by phone (888.349.5578), or by post (922 Harpeth Valley Place, Nashville TN 37221).

C. RULES OF ONLINE BEHAVIOR

You agree to the following terms and conditions:

1. You are prohibited from posting, publishing, distributing, uploading, downloading, disseminating, or transmitting to other Web sites that contain material that:

a. Is unlawful, defamatory, fraudulent, libelous, threatening, abusive, disruptive, sexually explicit, bigoted, harassing or obscene.
b. Would violate the privacy, publicity proprietary or other rights of any person or entity.
c. Constitutes or promotes a criminal offense, or otherwise violates any local, state, national, or international law.
d. Contains corrupted files, viruses, Trojan horses, worms, time bombs or any other harmful contaminating, or destructive features.
e. Contains contests, pyramid schemes, chain letters, junk mail, spamming or flaming.

2. You are prohibited from uploading or reproducing any information protected by copyright without obtaining permission of the copyright owner. Only public domain files, and files that the author has given You express consent to copy and redistribute online or otherwise, can be uploaded to SITEMASON, including any software files or libraries.

3. You are prohibited from harvesting, aggregating, mining, copying or otherwise collecting information about others, including, but not limited to, names, email addresses, passwords, and usage information, without their consent.

4. You are prohibited from stalking or harassing others. You are further prohibited from creating a user ID to creating a false identity for the purpose of misleading others of Your identity or to impersonate another person.

5. You cannot attempt to gain unauthorized access to, tamper with, modify, or hack the Tools.

6. Information and materials that You find published on SITEMASON may be the property of SITEMASON or an Information Provider, and may be protected by copyright or may contain protected trademarks. You cannot copy, redistribute or commercially exploit such materials without the express written permission of the owner(s) of such information or materials.

7. You cannot violate any applicable law or regulation of any relevant jurisdiction.

III. MEMBER REPRESENTATIONS, WARRANTIES AND ACKNOWLEDGMENT

A. You warrant that all material that You submit for publication or posting on SITEMASON will not violate or infringe any copyright, trademark, patent, statutory, common law or proprietary rights of others, or contain anything obscene or libelous. You grant SITEMASON a non-exclusive, irrevocable right to copy, display, sublicense, transmit, and create derivative works of the information or materials You have published or posted on, or distributed through the Tools. SITEMASON reserves the right, in its sole discretion, but is under no obligation, to refuse to post, delete or edit information that You submit or enter onto SITEMASON, including but not limited to news services, and databases. You agree that You will not hold, nor seek to hold, SITEMASON or its agents liable for the loss of data or the misappropriation or infringement of any intellectual property right (including but not limited to any copyright or moral right) to which You claim ownership.

B. You acknowledge and agree that neither SITEMASON nor its third party service providers endorse the content of any Member and is not responsible or liable for any content, even though it could be unlawful, harassing, libelous, privacy invading, abusive, threatening, harmful, vulgar, obscene, or otherwise objectionable, or that it infringes or may infringe the intellectual property or other rights of another. You acknowledge that SITEMASON and its third party service providers do not pre-screen content, but that SITEMASON and its designees will have the right (but not the obligation) at their sole discretion to refuse, edit, move or remove any content that is publicly available via the Tools. SITEMASON does not control the content posted via the Tools and, as such, does not guarantee the accuracy, integrity or quality of such content. You understand that by using the Tools, You may be exposed to content that is offensive, indecent or objectionable. Under no circumstances will SITEMASON be liable in any way for any content, including, but not limited to, for any errors or omissions in any content, or for any loss or damage of any kind incurred as a result of the use of any content posted, emailed or otherwise transmitted via the Tools.

C. Any links included within the Tools may permit You to leave the SITEMASON web site. You acknowledge that these linked sites are not under the control of SITEMASON and SITEMASON shall not be responsible for the contents of any linked site or any link contained in a linked site. All such sites shall be subject to the policies and procedures of the owner of such site. SITEMASON is not responsible and shall have no liability for webcasting, or any other form of transmission received from any linked site.

D. If ordering merchandise and/or services from anyone other than SITEMASON, through any commercial service accessible via SITEMASON, all transaction terms including but not limited to purchase terms, payment terms, warranties, guarantees, maintenance, and delivery, are solely between You and the seller of the merchandise or services. You are solely responsible for fulfilling any contractual/e-commerce or other obligations You assume using the Tools. SITEMASON makes no warranties or representations whatsoever with regard to any goods or services provided by the seller of the merchandise or services and shall not be liable for the costs or damages arising, either directly or indirectly, from the products or services or from the actions or inactions of the Seller.

E. You acknowledge that, after 30 days, SITEMASON has the right to delete any of Your personal data on SITEMASON's servers associated with a Tool subscription that You have terminated.

F. You acknowledge that SITEMASON does not represent or warrant the Tools will be uninterrupted or error-free, or that defects will be corrected.

G. You acknowledge and agree that SITEMASON shall retain all title, copyright and other proprietary rights in its software and all aspects of the Tools. You shall not acquire any rights, express or implied, in the Tools, other than those specified in this Agreement.

IV. PRIVACY POLICY

SITEMASON may collect and disclose data in accordance with the SITEMASON Privacy Policy located at http://www.sitemason.com/about/privacy.html. You expressly consent to any use or disclosure of Your personal identification and other personal information in accordance with the Privacy Policy. Due to the existing legal and regulatory environment, SITEMASON cannot ensure that Your personally identifiable information or Your private communications will not be disclosed to third parties. By way of example (and without limiting the foregoing), SITEMASON may be forced to disclose information to the government or third parties under certain circumstances, or third parties may unlawfully intercept or access transmissions or private communications. Further, SITEMASON can (and You hereby authorize SITEMASON to) disclose Registration Data or any information about You to law enforcement or other government officials as SITEMASON, in its sole discretion, believes necessary or appropriate. Therefore, SITEMASON does not promise, and You should not expect, that personally identifiable information or private communications will always remain private. More information on SITEMASON's current privacy policy can be found at http://www.sitemason.com/about/privacy.html.

V. COMMENTS AND SUGGESTIONS

We welcome and appreciate your feedback regarding SITEMASON products and services. Any comments, remarks, feedback, suggestions, ideas, or other submissions you disclose or transmit directly to us shall become the property of SITEMASON upon receipt and SITEMASON shall own all right, title, and interest in and to your comments.

VI. TERMINATION

A. SITEMASON may terminate Your account if it believes, in its sole discretion, that You have violated any of the Rules of Online Behavior. SITEMASON may also immediately terminate Your Membership and right to use the Tools if:

1. You breach this Agreement.

2. SITEMASON is unable to verify or authenticate any information You provide to SITEMASON.

3. Information that You have provided to SITEMASON is inaccurate.

4. SITEMASON decides, in its sole discretion, that You have abandoned Your account.

5. SITEMASON decides, in its sole discretion, to discontinue offering the Tools.

B. SITEMASON is not liable to You or any third party for termination of the Tools. You may terminate the Tools with or without cause at any time. Should You object to any terms and conditions of this Agreement or any subsequent modifications hereto, or if You become dissatisfied with the Tools in any way, Your sole recourse is to immediately:

1. Discontinue use of the Tools.

2. Notify SITEMASON of Your termination.

Upon termination of the Tools, Your right to use the Tools immediately ceases.

VII. NO REPRESENTATION OR WARRANTIES

Your use of the Tools is entirely at Your own risk. The SITEMASON Tools are provided on an "as is, as available" basis. No warranties, express or implied, including but not limited to those of merchantability, noninfringement, or fitness for a particular purpose, are made with respect to SITEMASON or any information or software therein. SITEMASON makes no warranty that the Tools and/or any graphics or other content You download from the Tools will meet Your requirements, or that the Tools will be uninterrupted, timely, secure, or error free; nor does SITEMASON, its licensors or suppliers make any warranty as to the results that may be obtained from the use of the Tools or as to the accuracy or reliability of any information obtained through the Tools or that defects in the Tools will be corrected. Some jurisdictions do not allow the exclusion of certain warranties, so some of the above exclusions may not apply to You.

VIII. LIMITED LIABILITY

In no event shall SITEMASON, its licensors or suppliers be liable to You or any third party for any direct, indirect, incidental, special or consequential damages, resulting from the use or the inability to use the Tools, and/or any graphics or other content, including but not limited to, damages for loss of profits, however caused on any theory of liability (including negligence) even if SITEMASON has been advised of the possibility of such damages. Further SITEMASON shall have no liability to You or other third parties for any third party content uploaded onto or downloaded from the Tools. You specifically acknowledge and agree that SITEMASON will not be liable for the conduct, advice or statement of other members, advertiser or third parties. Some jurisdictions do not allow the limitation or exclusion of liability for incidental or consequential damages so some of the above limitations may not apply to You. In no event shall SITEMASON's total liability for all damages, losses, and causes of action exceed the aggregate dollar amount paid under the agreement. Some states do not allow the limitation or exclusion of liability for incidental or consequential damages; as a result, the above limitation or exclusion may not apply to You.

IX. INDEMNIFICATION

You agree to indemnify, defend, and hold SITEMASON, its parents, subsidiaries, officers and employees, harmless from any claims and expenses, including reasonable attorney's fees, related to (i) Your use of the Tools, including any content provided under Your account; (ii) any breach of Agreement, including any abusive or unlawful behavior on the part of You or Your dependents; or (iii) breach of any warranty or representation.

X. MODIFICATION OF AGREEMENT

SITEMASON may amend this Agreement at any time by (i) posting a revised SITEMASON Terms of Service document on the SITEMASON World Wide Web site, and/or (ii) sending information regarding the Agreement amendment to the email address You provide to SITEMASON. You are responsible for regularly reviewing the SITEMASON World Wide Web site to obtain timely notice of such amendments. Any continued use of the Software or TOOLS by You after such amended terms have been posted or information regarding such amendment has been sent to You, shall be deemed Your consent and agreement to such amended terms. Otherwise, this Agreement cannot be amended except in writing signed by both parties.

XI. ENTIRE AGREEMENT