ExitTrade.com reserves the right to verify through any means the placement and correctness of the ExitTrade.com HTML codes provided to you in connection with your participation in the ExitTrade.com Network, and you hereby grant ExitTrade.com the right to access your web site in connection with this purpose. You acknowledge that ExitTrade.com is a sponsor supported service provided to you free-of-charge, and that at any given time the ExitTrade.com HTML code incorporated into your web site may display an advertisement from a sponsor. All ExitTrade.com HTML code must be placed on a page in your web site in a position where the majority of people visiting that page will see and notice the Exit ad displayed via the HTML code. ExitTrade.com reserves the right to deactivate accounts for web sites: (a) that display an inordinate number of Exits for or links to competing Exit exchange services; (b) that contain little or no original content; or (c) if ExitTrade.com HTML code appears on an inordinate number of dynamically-generated pages.

Without limiting the foregoing, in connection with your participation in the Exit Network you may not:

• artificially inflate traffic counts to your web site using any device, program or other means;
• insert more than one ExitTrade.com HTML code on any single web page on your web site;
• include the ExitTrade.com HTML code on any pages of your web site that automatically reload or go to another page without interaction from the user (e.g., client pull or server push technology);
• include the ExitTrade.com HTML code on any web page that is not generally accessible to all Internet users (e.g., pop-up windows and hidden frames); or
• place any ExitTrade.com HTML code on web page that is unrelated to your web site.

You will not earn or be entitled to receive any credits earned in violation of the foregoing, and if ExitTrade.com deactivates your account in response to the foregoing you forfeit to ExitTrade.com, and will not receive, any credits credited to your deactivated account.

You acknowledge and agree that your web site information (name, URL, logo, traffic counts, etc.) may be utilized by ExitTrade.com and disclosed to third parties (e.g., lists of the busiest sites, lists of member sites, etc.). You agree to allow ExitTrade.com to use screen shots of any web page that contains ExitTrade.com HTML code in ExitTrade.com promotional materials, and represent and warrant that you have the authority sufficient to grant the foregoing rights.

AGREEMENT BETWEEN USER AND ExitTrade.com

The ExitTrade.com Web Site is comprised of various Web sites and Web pages operated by ExitTrade.com or its affiliates, these Web sites will be collectively referred to in this agreement as the "ExitTrade.com Network."

Use of the ExitTrade.com Network provides a variety of services to third party Web sites participating in the ExitTrade.com Network (the "Member Sites"). The Member Sites are not under the control of ExitTrade.com and ExitTrade.com is not responsible for the actions or the contents of any Member Site, any link contained in a Member Site, or any changes or updates to such sites. If you have a question regarding a Member Site, please contact the owner of such site directly.

The ExitTrade.com Network is offered to you conditioned on your acceptance without modification of these Terms of Use and Notices. Your use of the ExitTrade.com Network constitutes your agreement to these Terms of Use and Notices. Your use of a particular ExitTrade.com Web site included within, or acceptance of a product, service or benefit obtained through, the ExitTrade.com Network may also be subject to additional terms specified in the applicable ExitTrade.com Web site or other accompanying documentation (as such terms may be modified by ExitTrade.com from time to time as described below) (the "Additional Terms"). If you do not have print capability or otherwise desire to obtain a hard copy of these Terms of Use and Notice, please contact ExitTrade.com customer service.

If any of the terms, conditions, and notices contained herein conflict with the Additional Terms or other terms and guidelines contained within or applicable any particular ExitTrade.com Web site, service, product or benefit, then the applicable Additional Terms shall control. You agree to familiarize yourself with the Terms of Use, including the Additional Terms, and other terms and guidelines found throughout the ExitTrade.com Network and abide by them if you choose to use the sites, or accept the products, services or benefits, to which such terms apply.

MODIFICATION OF THESE TERMS OF USE

ExitTrade.com reserves the right to change the Terms of Use and Notices, and any Additional Terms at anytime, effective upon making the modified provisions available on the ExitTrade.com Network. You are responsible for regularly reviewing these terms and conditions. Continued use of the ExitTrade.com Network after any such changes shall constitute your consent to such changes. ExitTrade.com does not and will not assume any obligation to notify you of any changes to the Terms of Use and Notices, or Additional Terms.

USE LIMITATION

The ExitTrade.com Network is provided to assist you with the operation of your business. Your right to use the ExitTrade.com Network is personal to your company and its employees. Except to the extent necessary to utilize the services of the ExitTrade.com Network, you may not make any commercial use of the ExitTrade.com Network. You may not modify, copy, distribute, transmit, display, perform, reproduce, publish, license, create derivative works from, transfer, or sell any information, software, products, services or benefits obtained from the ExitTrade.com Network.

LINKS TO THIRD PARTY SITES

The links in the ExitTrade.com Network may let you leave the ExitTrade.com Network. You acknowledge that the linked sites are not under the control of ExitTrade.com and ExitTrade.com is not responsible for the contents or operation of any linked site or any link contained in a linked site, or any changes or any updates to such sites. ExitTrade.com is not responsible for webcasting or any other form of transmission received from any linked site. ExitTrade.com is providing these links to you only as a convenience, and the inclusion of any link does not imply endorsement by ExitTrade.com of the linked site or any association with their operators.

NO UNLAWFUL OR PROHIBITED USE

As a condition of your use of the ExitTrade.com Network, you warrant to ExitTrade.com that you will not use the ExitTrade.com Network for any purpose that is unlawful, or prohibited by these Terms of Use and Notices or the Additional Terms (as the same may be modified from time to time). In addition, you may not link to the ExitTrade.com Network any site containing an inappropriate, profane, defamatory, infringing, obscene, indecent or unlawful topic, name, material or information, or material or information that violates any applicable intellectual property, proprietary, privacy or publicity rights.

The information provided by ExitTrade.com to you may be proprietary in nature. You agree not to share any information provided to you by or on behalf of ExitTrade.com with any third party. If you sell or otherwise distribute goods or services that compete with or may otherwise serve as a substitute for products or services sold or otherwise distributed by ExitTrade.com, you may not: (a) use or acquire, or have any other person use or acquire on your behalf, the products or services of ExitTrade.com for which you offer competing or substitute products or services; and (b) advertise, promote, market or solicit offers to acquire such competing or substitute products in connection with your use of any ExitTrade.com products or services.

LIABILITY DISCLAIMER

The information, services and other material included in or available through the ExitTrade.com Network may not be complete, and may include inaccuracies or typographical errors, and may also be modified or deleted from time to time. Advice, information, services or other materials received via the ExitTrade.com Network should not be relied upon for personal, medical, legal, business, financial or other decisions and is not intended to replace the advice of appropriate and qualified professionals. You acknowledge that you should consult an appropriate professional for specific advice tailored to your situation.

Your access to and use of the ExitTrade.com Network, and services of ExitTrade.com, is at your own risk. ExitTrade.com, and its members and sponsors, will not be liable for any damage, loss or disclosure of information, data, revenue, accounts or business that occurs in connection with your use of the ExitTrade.com Network, or such services. ExitTrade.com makes no guarantees of any kind regarding the dependability, accuracy, security, timeliness or availability of the ExitTrade.com Network, or services.

Without limiting the foregoing, EXITTRADE.COM AND/OR ITS RESPECTIVE SUPPLIERS MAKE NO REPRESENTATIONS OR WARRANTIES ABOUT THE CONDITION, SUITABILITY, RELIABILITY, AVAILABILITY, COMPLETENESS, SECURITY, TIMELINESS, OR ACCURACY OF THE INFORMATION, SERVICES AND MATERIALS CONTAINED ON THE EXITTRADE.COM NETWORK FOR ANY PURPOSE. ALL SUCH INFORMATION, SERVICES AND MATERIALS ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND. EXITTRADE.COM AND/OR ITS RESPECTIVE SUPPLIERS HEREBY DISCLAIM ALL REPRESENTATIONS, WARRANTIES AND CONDITIONS, EXPRESS OR IMPLIED, WITH REGARD TO THIS INFORMATION, SERVICES OR MATERIALS, INCLUDING ALL IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.

IN NO EVENT SHALL EXITTRADE.COM AND/OR ITS SUPPLIERS BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES OR ANY DAMAGES WHATSOEVER INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF USE, DATA OR PROFITS, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OR PERFORMANCE OF THE EXITTRADE.COM NETWORK OR RELATED SERVICES, WITH THE DELAY OR INABILITY TO USE THE EXITTRADE.COM NETWORK OR RELATED SERVICES, THE PROVISION OF OR FAILURE TO PROVIDE SERVICES, OR FOR ANY INFORMATION, SERVICES AND RELATED GRAPHICS OBTAINED THROUGH THE EXITTRADE.COM NETWORK, OR OTHERWISE ARISING OUT OF THE USE OF THE EXITTRADE.COM NETWORK, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, EVEN IF EXITTRADE.COM OR ANY OF ITS SUPPLIERS HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. BECAUSE SOME STATES/PROVINCES/JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE EXITTRADE.COM NETWORK, OR WITH ANY OF THESE TERMS OF USE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE EXITTRADE.COM NETWORK AND ITS RELATED SERVICES. Without limiting the foregoing, ExitTrade.com is not responsible for any of your data residing on ExitTrade.com hardware. You are responsible for backing-up your data and information that may reside on the ExitTrade.com hardware, whether or not such information is produced through the use of the ExitTrade.com Network.

You agree to defend, indemnify and hold ExitTrade.com 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 these Terms of Use (including, without limitation, violation of applicable Additional Terms of Use), or any third-party's rights, (including, without limitation, infringement of any copyright, violation of any proprietary right and invasion of any privacy rights). These obligations will survive any termination of your relationship with ExitTrade.com.

SERVICE CONTACT

ExitTrade.com WEB SITE: Support@ExitTrade.com

ACCESS RESTRICTION

ExitTrade.com reserves the right to deny at its sole discretion any user access to the ExitTrade.com Network or any portion thereof without notice. You are responsible for safeguarding the confidentiality of your password and user name issued to you by ExitTrade.com, and for any use or misuse of your account or the ExitTrade.com Network resulting from any third party using a password or user name issued to you.

TERMINATION

ExitTrade.com may terminate this agreement and your access to any or all ExitTrade.com Network and the related services at any time, with or without cause, effective immediately. Anyone determined by ExitTrade.com to have violated these Terms of Use and Notices, or any Additional Terms may be barred from using the ExitTrade.com Network, or from receiving any services or benefits from the ExitTrade.com Network. In addition, if you violate any of these Terms of Use, Notices or Additional Terms (as applicable) you will forfeit all in-kind credits and amounts accruing to you (if any) in connection with the ExitTrade.com Network.

GENERAL

This agreement is governed by the laws of Canada. You hereby consent to the jurisdiction of and venue in courts located in Toronto, Canada in all disputes arising out of or relating to the use of the ExitTrade.com Network. In addition, you hereby consent to the exclusive jurisdiction of and venue in such courts for any action commenced by you against ExitTrade.com (or its affiliates). Use of the ExitTrade.com Network is unauthorized in any jurisdiction that does not give effect to all provisions of these terms and conditions, including without limitation this paragraph. You agree that no joint venture, partnership, employment, or agency relationship exists between you and ExitTrade.com as a result of this agreement or use of the ExitTrade.com Network. ExitTrade.com's performance of this agreement is subject to existing laws and legal process, and nothing contained in this agreement is in derogation of ExitTrade.com's right to comply with governmental, court and law enforcement determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of the agreement shall continue in effect. Unless otherwise specified herein, this agreement constitutes the entire agreement between the user and ExitTrade.com with respect to the ExitTrade.com Network and it supersedes all prior or contemporaneous communications and proposals, whether electronic, oral or written, between the user and ExitTrade.com with respect to the ExitTrade.com Network. A printed version of this agreement and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. You may not rent, lease, license, grant a security interest in, or otherwise transfer or sublicense your rights in the ExitTrade.com Network, service to any third party.

COPYRIGHT NOTICE

All contents of the ExitTrade.com Network are: Copyright ©2002-2003 NOAN Inc. and/or its suppliers. All rights reserved. Any rights not expressly granted herein are reserved by NOAN Inc.