Gistics, Inc., through its various properties, including but not limited to gistics.com, and digitalassets.com (collectively hereinafter, "Gistics") provides its services to you subject to the following terms and conditions ("Terms and Conditions"). Through your use of the Web site located at www.Gistics.com, as such Web site may change from time to time, and any products or services offered thereon (collectively, the "Web Site"), you agree to be bound by these Terms and Conditions, and that your use of the Web Site, including but not limited to downloading files, will be only as permitted by applicable law and in accordance with these Terms and Conditions and any additional policies or procedures published on the Web Site from time to time. Please carefully review the Terms and Conditions posted here and elsewhere on the Web Site.

At any time and without prior notice, Gistics shall have the right, in its sole discretion, to modify, add or remove terms of these Terms and Conditions, and all such changes shall be effective immediately. Users should review these Terms and Conditions periodically as subsequent use shall constitute acceptance of any such changes.

COPYRIGHT

The Web Site contains copyrighted material, including, but not limited to: trademarks and other proprietary information, text, software, video, and graphics. Unless otherwise noted, Gistics owns a copyright to all content contained on the Web Site. Except as otherwise expressly permitted under copyright law or otherwise, users may not copy, publish, redistribute, modify, transmit, display, sell, or create derivative works, or in any way exploit the content or any portion thereof on the Web Site without the express permission of Gistics and the copyright owner. You agree to comply with any additional copyright notices, information, or restrictions contained in any content available on or accessed through the Web Site.

Unless otherwise noted, users may download one copy of the content published on the Web Site for their personal, noncommercial use. In the event of any such use or other permitted redistribution or publication of material from the Web Site, no changes in or deletion of any author attribution, trademark, legend or copyright notice shall be made. In addition, any material so used may not be taken out of context or presented in a misleading or discriminatory manner. By use of the Web Site, you acknowledge that you do not acquire any ownership rights to download copyrighted material.

INDEMNITY/ LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT ALLOWED BY LAW, GISTICS AND ITS AFFILIATES SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES (EVEN IF GISTICS WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES) THAT RESULT FROM THE CONTENT, USE OR MISUSE OF, OR INABILITY TO USE, THE WEB SITE. THROUGH YOUR USE OF THE WEB SITE, YOU SPECIFICALLY ACKNOWLEDGE AND AGREE THAT GISTICS IS NOT LIABLE FOR ANY CONDUCT OF ANY USER OF THE WEB SITE. SUCH LIMITATION OF LIABILITY SHALL APPLY WHETHER THE DAMAGES (INCLUDING SUCH DAMAGES INCURRED BY THIRD PARTIES) ARISE FROM USE OR MISUSE OF AND RELIANCE ON THE INFORMATION, PRODUCTS AND SERVICES OFFERED ON OR THROUGH THE WEB SITE, FROM YOUR INABILITY TO USE THE PRODUCTS AND SERVICES, OR FROM THE INTERRUPTION, SUSPENSION, OR TERMINATION OF YOUR ACCESS TO THE WEB SITE.

THE ABOVE LIMITATION SHALL APPLY, WITHOUT LIMITATION, TO THE COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, LOST PROFITS, OR LOST DATA. FURTHER, THE ABOVE LIMITATION SHALL APPLY WITH RESPECT TO THE PERFORMANCE OR NON-PERFORMANCE OF THE WEB SITE OR ANY SITE LINKED TO THE WEB SITE. SUCH LIMITATION SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. SUCH LIMITATION SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW. UNDER NO CIRCUMSTANCES SHALL GISTICS BE HELD LIABLE FOR ANY DELAY OR FAILURE IN PERFORMANCE RESULTING DIRECTLY OR INDIRECTLY FROM ACTS OF NATURE, FORCES, OR CAUSES BEYOND ITS REASONABLE CONTROL, INCLUDING BUT NOT LIMITED TO COMPUTER EQUIPMENT FAILURES, TERRORIST ACTS, GOVERNMENTAL ACTIONS OR ORDERS, AND NON-PERFORMANCE OF THIRD PARTIES.

In some jurisdictions, limitations of liability are not permitted. In such jurisdictions, the foregoing limitation may not apply to you.

INDEMNITY AND RELEASE

THROUGH YOUR USE OF THE WEB SITE, TO THE MAXIMUM EXTENT ALLOWED BY LAW, YOU AGREE TO INDEMNIFY AND HOLD HARMLESS GISTICS AND ANY AFFILIATES, OFFICERS, EMPLOYEES, AND LICENSORS FROM AND AGAINST ANY AND ALL CLAIMS, PROCEEDINGS, ACTIONS, LIABILITIES, EXPENSES (INCLUDING ATTORNEYS” FEES) AND DAMAGES ARISING OUT OF CLAIMS RESULTING FROM YOUR USE (INCLUDING ANY ACTIVITY ASSOCIATED WITH YOUR PERSONAL ACCOUNT, WHETHER OR NOT SUCH ACTIVITY IS AUTHORIZED BY YOU) OF THE WEB SITE, INCLUDING, WITHOUT LIMITATION, ANY CLAIMS ALLEGING FACTS THAT IF TRUE WOULD CONSTITUTE A BREACH BY YOU OF THESE TERMS AND CONDITIONS. IF YOU ARE DISSATISFIED WITH ANY GISTICS MATERIAL OR WITH ANY OF GISTICS” TERMS AND CONDITIONS, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE WEB SITE. YOU HEREBY AGREE TO WAIVE ALL LAWS THAT MAY LIMIT HE EFFICACY OF SUCH RELEASES. FOR EXAMPLE, YOU SPECIFICALLY AGREE TO WAIVE THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 1542, WHICH PROVIDES

"A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IS KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR."

DISCLAIMER OF WARRANTIES

ALL MATERIALS AND SERVICES IN THE WEB SITE AND TO ANY THIRD PARTY LINKING SITES ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND. THE CONTENT PUBLISHED ON THE WEB SITE MAY INCLUDE INACCURACIES OR TYPOGRAPHICAL ERRORS. GISTICS AND/OR ITS THIRD PARTY CONTENT PROVIDERS MAKE NO REPRESENTATIONS AND, TO THE FULLEST EXTENT ALLOWED BY LAW, DISCLAIM ALL WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT OF PROPRIETARY RIGHTS AND FITNESS FOR A PARTICULAR PURPOSE, REGARDING THE SUITABILITY OF THE INFORMATION, THE ACCURACY, RELIABILITY, COMPLETENESS, OR TIMELINESS OF THE CONTENT, SERVICES, PRODUCTS, TEXT, GRAPHICS, LINKS, OR OTHER ITEMS CONTAINED WITHIN THE WEB SITE, OR THE RESULTS OBTAINED FROM ACCESSING AND USING THE WEB SITE AND/OR THE CONTENT CONTAINED THEREIN. TO THE FULLEST EXTENT PERMITTED BY LAW, GISTICS DISCLAIMS ANY WARRANTIES FOR OTHER INFORMATION, ADVICE, SERVICES OR GOODS RECEIVED THROUGH OR ADVERTISED ON THE WEB SITE OR RECEIVED THROUGH ANY LINKS PROVIDED IN THE WEB SITE. GISTICS DISCLAIMS ANY WARRANTIES THAT THE FUNCTIONS CONTAINED IN THE MATERIALS WILL BE UNINTERRUPTED OR WITHOUT ERROR, THAT DEFECTS WILL BE CORRECTED, OR THAT THE WEB SITE, INCLUDING ANY BULLETIN BOARDS, CHAT ROOMS, ONLINE MEETINGS, ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. THE USER ASSUMES THE ENTIRE COST OF ALL NECESSARY MAINTENANCE, REPAIR OR CORRECTION.

Some jurisdictions do not allow the disclaimer of implied warranties. In such jurisdictions, the foregoing disclaimers may not apply to you insofar as they relate to implied warranties.

DISCLAIMER

YOU ACKNOWLEDGE AND AGREE THAT YOUR USE OF THE WEB SITE IS AT YOUR OWN RISK. GISTICS HEREBY DISCLAIMS ANY RESPONSIBILITY FOR THE DELETION, MISDELIVERY, OR UNTIMELY DELIVERY OF ANY INFORMATION OR MATERIAL. THROUGH YOUR USE OF THE WEB SITE, YOU ASSUME ALL RISKS ASSOCIATED WITH RELYING UPON ANY OPINION, STATEMENT, OR OTHER INFORMATION CONTAINED ON THE WEB SITE. NOTHING CONTAINED ON THE WEB SITE IS INTENDED TO BE, NOR SHALL IT BE CONSTRUED AS, INVESTMENT ADVICE. THE WEB SITE IS FOR INFORMATIONAL PURPOSES ONLY AND SHOULD NOT BE USED OR CONSTRUED AS AN OFFER TO SELL, A SOLICITATION OF AN OFFER TO BUY, OR ENDORSEMENT, RECOMMENDATION, OR SPONSORSHIP OF ANY COMPANY OR SECURITY BY GISTICS.

Prior to the purchase or sale of any security or investment, you are advised to consult with a broker, financial advisor, or other appropriate professional regarding your investment decision and any information on which your decision may be based. Investing in securities carries certain risks, and Gistics, its affiliates, or third party content providers shall not have any liability for investment decisions based upon the information provided on the Web Site or links therefrom. Neither Gistics, its affiliates, or third party content providers shall be liable for any inaccuracies, errors in transmission or omissions, or delays in the content, or for any actions taken in reliance thereon.

LINKS TO THIRD PARTIES” WEB SITES AND THIRD PARTY CONTENT

The Web Site may from time to time contain links to Internet Web sites maintained by third parties. Gistics does not operate or control in any respect any information, products, or services on such third party sites and such links do not constitute any endorsement by Gistics and/or its affiliates. You assume sole responsibility for your use of third party links. The disclaimers set forth herein are equally applicable to such third party sites.

USE OF SITE FEATURES

Through your use of the Web Site, you agree that you will not post or distribute in any manner to or through the Web Site any Information which:

• Violates or infringes in any way the rights of others, or which may be considered harmful, libelous, defamatory, obscene, pornographic, threatening, abusive, or unlawful, or which may be considered to encourage unlawful conduct

• Contains advertising or any commercial solicitation without Gistics” express consent

• Contains a virus or other harmful component.

You expressly acknowledge and agree that Gistics may disclose any Information or any other user information as is reasonably necessary to (a) comply with legal process; (b) enforce these Terms and Conditions; (c) respond to claims that any Information violates the rights of third parties; or (d) protect the rights, property, or personal safety of Gistics, its users and the public.

You agree that by submitting Information to any area of the Web Site, any such information, material or messages shall become and remain the property of Gistics unless otherwise explicitly agreed in writing. Gistics shall exclusively own any rights to such Information and shall be entitled to the unrestricted use of such Information for any purpose whatsoever, commercial, or otherwise, without compensation in any form.

UNLESS OTHERWISE EXPLICITLY AGREED, UNDER NO CIRCUMSTANCES SHALL ANY DISCLOSURE OF ANY IDEA OR RELATED MATERIALS TO GISTICS BE SUBJECT TO ANY OBLIGATION OF CONFIDENTIALITY OR EXPECTATION OF COMPENSATION. BY SUBMITTING YOUR IDEA AND/OR ANY RELATED MATERIAL TO GISTICS, YOU ARE WAIVING ANY AND ALL RIGHTS THAT YOU MAY HAVE IN THE IDEA OR ANY RELATED MATERIALS AND ARE REPRESENTING AND WARRANTING TO GISTICS THAT THE IDEA AND/OR RELATED MATERIALS ARE WHOLLY ORIGINAL WITH YOU, THAT NO ONE ELSE HAS ANY RIGHTS IN THE IDEA AND/OR MATERIALS AND THAT GISTICS IS FREE TO IMPLEMENT THE IDEA AND TO USE THE MATERIALS IF IT SO DESIRES, AS PROVIDED OR AS MODIFIED BY GISTICS, WITHOUT OBTAINING PERMISSION OR LICENSE FROM ANY THIRD PARTY.

NO LICENSE; INTELLECTUAL PROPERTY OF GISTICS

Except as expressly provided, nothing within the Web Site shall be construed as conferring any license under any of Gistics” or any third party’s intellectual property rights, whether by estoppel, implication, waiver, or otherwise. Without limiting the generality of the foregoing, you acknowledge and agree that certain content available through and/or used to operate the Web Site is protected by copyright, trademark, patent, or other proprietary rights of Gistics and its affiliates, licensors, and service providers. Except as expressly provided to the contrary, you agree not to modify, alter, or deface any of the trademarks, service marks, or other intellectual property made available by Gistics. You agree not to hold yourself out as in any way sponsored by, affiliated with, or endorsed by Gistics or any of its service providers. You agree not to use any of the trademarks or service marks or other content accessible through the Web Site for any purpose other than the purpose for which such content is made available. You agree not to defame or disparage Gistics, the trademarks or service marks of Gistics, or any aspect of the Web Site.

GENERAL

These Terms and Conditions incorporate by reference all other policies, disclaimers and terms contained anywhere on the Web Site, as such may be modified from time to time; provided, however, that in the event of a conflict between such other terms and these Terms and Conditions, these Terms and Conditions shall control.

These Terms and Conditions have been made in and shall be construed and enforced in accordance with California law (irrespective of its choice of law principles). Any controversy or claim arising out of or relating to these Terms and Conditions or any user’s use of the Web Site shall be brought in the federal or state courts located in Alameda County, California. In the event that any provision in these Terms and Conditions is held to be unenforceable, these Terms and Conditions will continue in full force and effect without said provision. By using the Web Site and thereby agreeing to these Terms and Conditions, you consent to personal jurisdiction and venue in the state and federal courts in California with respect to any such controversy or claim.

Gistics” failure to exercise any right or provision of these Terms and Conditions shall not constitute a waiver of such right or provision. If a court of competent jurisdiction holds any provision of these Terms and Conditions 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 agree that the other provisions of these Terms and Conditions remain in full force and effect.

You may not to resell, assign, sublicense, otherwise transfer, or delegate your rights or obligations under these Terms and Conditions without prior express written authorization of Gistics. These Terms and Conditions shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, successors, and assigns.