YACK, INC. ("YACK") PROVIDES THIS SITE AND RELATED SERVICES SUBJECT TO YOUR COMPLIANCE WITH THE TERMS AND CONDITIONS SET FORTH BELOW (THE "AGREEMENT"). PLEASE READ THE FOLLOWING INFORMATION CAREFULLY. BY USING THIS SITE, YOU EXPRESSLY AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT. IN ADDITION, WHEN USING PARTICULAR YACK SERVICES, YOU SHALL BE SUBJECT TO ANY POSTED GUIDELINES OR RULES APPLICABLE TO SUCH SERVICES WHICH MAY BE POSTED FROM TIME TO TIME. ALL SUCH GUIDELINES OR RULES ARE HEREBY INCORPORATED BY REFERENCE INTO THIS AGREEMENT.

COPYRIGHT INFORMATION
Copyright 2000 Yack, Inc. All Rights Reserved.

All pages within this Internet site ("Site") are the property of Yack, Inc. ("Yack"). Permission (which may be revoked at any time) is granted to download the information, data, text, software, music, sound, photographs, graphics, video, messages or other materials ("Content") in the Site for personal, non-commercial use only, without alterations, so long as the following copyright notice is included: "Copyright 2000 Yack, Inc. All Rights Reserved." You acknowledge that you do not acquire any ownership rights by downloading any Content from the Site.

To report copyright infringements on this Internet site, please notify:

The notice must include the following information: (a) a physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; (b) identification of the copyrighted work claimed to have been infringed (or if multiple copyrighted works located on the Site are covered by a single notification, a representative list of such works); (c) identification of the material that is claimed to be infringing or the subject of infringing activity, and information reasonably sufficient to allow Yack to locate the material on the Site; (d) the name, address, telephone number, and email address (if available) of the complaining party; (e) a statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and (f) a statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

TRADEMARK NOTICE
Yack, Yack.com, Yak, Yacksters, Yacksters.com, Event Producer Network, EPN, EPNet, EASY, Internet Program Guide, IPG, Net Program Guide, Web Program Guide, Your Guide to Live Web Events, Your Guide to Live Net Events, Yack Media Services, YMSI, Yack Takes You There, Just the Good Stuff and Design Y with Arrow and Triangle are trademarks or registered trademarks, or service marks or registered service marks, of Yack, Inc. All other trademarks, service marks and logos used in the Site are the trademarks, service marks or logos of their respective owners.

REGISTRATION
You must be at least 13 years old to access and use the Site and the Site-related services. Children between the ages of 13 and 18 must obtain parental consent before registering with Yack or using the Site or any Site-related services. If you have agreed to allow your minor child, or a child for whom you are a legal guardian, who is between the ages of 13 and 18 (ãMinorä) to register with Yack, you agree that you shall be solely responsible and liable for: (a) the online conduct of such Minor; (b) monitoring such Minor's access to and use of the Site and the Site-related Services, and (c) the consequences of any such access and use. CHILDREN UNDER THE AGE OF 13 ARE EXPRESSLY PROHIBITED FROM USING THE SITE AND THE SITE-RELATED SERVICES.

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

ACKNOWLEDGMENTS
You acknowledge and agree that you are responsible for obtaining and maintaining all telephone, computer hardware and other equipment needed to access and use the Site and the Site-related services, and all charges related thereto.

The Site may contain links to other Web sites operated by third parties ("Linked Sites"). You acknowledge and agree that Yack and its sponsors neither endorse nor are affiliated with the Linked Sites and are not responsible or liable for any Content, advertising, products, or other materials that appear on or are available on or through such Linked Sites. You further acknowledge and agree that Yack 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 the use of or reliance on any such Content, advertising, products, or other materials. You also acknowledge and agree that the respective owners of the Linked Sites neither endorse nor are affiliated with Yack and its sponsors.

VOID WHERE PROHIBITED
Although the Site is accessible worldwide, not all products or services discussed or referenced in or on the Site are available to all persons or in all geographic locations or jurisdictions. Yack reserves the right to limit the availability of the Site and/or the provision of any product or service to any person, geographic area or jurisdiction it so desires, in its sole discretion, and to limit the quantities of any such product or service that it provides. Any offer for any product or service made in the Site is void where prohibited.

CODE OF CONDUCT
While using the Site or Site-related services, you agree not to:

1. Restrict or inhibit any other user from using and enjoying the Site and the Site-related services;
2. Upload, post or transmit any Content which is unlawful, fraudulent, harmful, threatening, abusive, harassing, tortious, libelous, defamatory, vulgar, obscene, hateful, invasive of privacy or publicity rights, or racially, ethnically or otherwise objectionable;
3. Harm minors in any way;
4. Impersonate any person or entity or falsely state or otherwise misrepresent your professional or other affiliation with any person or entity;
5. Without Yack's prior written approval, upload, post or transmit any advertising, promotional materials, "junk mail," "spam," "chain letters," pyramid schemes," or any other form of solicitation (including, without limitation, the solicitation of users of the Site to become users of other Web sites or online services competitive with the Site or any Site-related services);
6. Upload, post or transmit any Content that contains a virus, worm, time bomb, Trojan horse, or any other disruptive or harmful component;
7. Disrupt the normal flow of dialogue or otherwise act in a manner that negatively affects other users' ability to engage in real time exchanges through the Site (including, without limitation, by the excessive use of scripts, sound waves or scrolling);
8. Interfere with or disrupt the use of the Site or servers or networks connected to the Site, or disobey any requirements, procedures, policies or regulations of networks connected to the Site;
9. Forge headers or otherwise manipulate identifiers in order to disguise the origin of any Content uploaded, posted or transmitted on or through the Site; Upload, post or transmit any Content in violation of another party's patent, copyright, trademark, trade secret, or other intellectual property rights;
10. Upload, post or transmit any Content that you do not have a right to transmit under any law or under contractual or fiduciary relationships (including, without limitation, inside information and proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements);
11. Intentionally or unintentionally violate any applicable local, state, national, or international laws or any regulations having the force of law;
12. Modify, adapt, sublicense, translate, sell, distribute, broadcast, exploit for commercial purposes, reverse engineer, decompile, or disassemble any portion of the Site or any Site-related services;
13. "Stalk" or otherwise harass another party; or
14. Collect or store personal data about other users of the Site.

Yack has no obligation to monitor the Site or Site-related services. However, you acknowledge and agree that Yack has the right to monitor the Site and the Site-related services (including, without limitation, email, chat rooms, forums and events), and to disclose any Content uploaded, posted or transmitted on or through the Site to any third party in order to: (a) operate the Site properly, (b) enforce this Agreement, (d) comply with legal obligations or governmental requests, (d) respond to claims that any such Content violates the intellectual property or other rights of third parties, and (e) protect itself and its sponsors, customers and the public. Yack reserves the right, at any time and with or without notice, to refuse to post or to remove any such Content, in whole or in part, that is, in its sole discretion, unacceptable, offensive or in violation of this Agreement or any applicable law.

WARRANTY AND LIMITATION OF LIABILITY INFORMATION
YOU ACKNOWLEDGE AND AGREE THAT THE SITE, THE SITE-RELATED SERVICES, THE CONTENT UPLOADED, POSTED OR TRANSMITTED ON OR THROUGH THE SITE, AND ANY PRODUCT OR SERVICE LICENSED OR PURCHASED THROUGH THE SITE ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF TITLE OR NONINFRINGEMENT OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OTHER THAN THOSE WARRANTIES WHICH ARE IMPLIED BY AND INCAPABLE OF EXCLUSION, RESTRICTION OR MODIFICATION UNDER THE LAWS APPLICABLE TO THIS AGREEMENT. YOU FURTHER ACKNOWLEDGE AND AGREE THAT ANY WARRANTY THAT IS PROVIDED IN CONNECTION WITH ANY OF THE PRODUCTS OR SERVICES DESCRIBED HEREIN IS PROVIDED SOLELY BY THE OWNER, ADVERTISER OR MANUFACTURER OF THAT PRODUCT AND/OR SERVICE, AND NOT BY YACK. YACK MAKES NO WARRANTY THAT THE SITE, THE SITE-RELATED SERVICES AND THE CONTENT UPLOADED, POSTED OR TRANSMITTED ON OR THROUGH THE SITE WILL MEET YOUR REQUIREMENTS, OR THAT YOUR ACCESS TO AND USE OF ANY OF THE FOREGOING WILL BE UNINTERRUPTED, TIMELY, ACCURATE, RELIABLE, ERROR-FREE, OR SECURE. YOU ASSUME TOTAL RESPONSIBILITY AND RISK FOR YOUR USE OF THE SITE AND THE SITE-RELATED SERVICES.

YOU ACKNOWLEDGE AND AGREE THAT YACK, ITS AFFILIATES, ITS SPONSORS, ITS THIRD PARTY CONTENT PROVIDERS AND LICENSORS, AND ITS AND THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AND AGENTS ARE NOT RESPONSIBLE OR LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, PUNITIVE OR OTHER DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, GOODWILL, OR DATA) UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY ARISING OUT OF OR RELATING IN ANY WAY TO THIS AGREEMENT, THE SITE, THE SITE-RELATED SERVICES AND/OR ANY CONTENT UPLOADED, POSTED, OR TRANSMITTED ON OR THROUGH THE SITE. WITHOUT LIMITING THE FOREGOING, YOU SPECIFICALLY ACKNOWLEDGE AND AGREE THAT YACK IS NOT LIABLE FOR THE DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT OF OTHER USERS OR THIRD-PARTIES, AND THAT THE RISK OF INJURY FROM THE FOREGOING RESTS ENTIRELY WITH YOU. YOUR SOLE REMEDY FOR DISSATISFACTION WITH THE SITE, THE SITE-RELATED SERVICES AND/OR ANY CONTENT UPLOADED, POSTED OR TRANSMITTED ON OR THROUGH THE SITE IS TO STOP USING THE SITE AND/OR THOSE SERVICES.

A possibility exists that the Site could include inaccuracies or errors. Additionally, a possibility exists that unauthorized additions, deletions and alterations could be made by third parties to the Site. You understand that all Content uploaded, posted or transmitted on or through the Site, whether publicly or privately, is the sole responsibility of the person from which such Content originated. This means that you, and not Yack, are entirely responsible for all Content that you upload, post, email or otherwise transmit on or through the Site, and the burden of determining whether any such Content is protected by copyright rests solely with you. Although Yack attempts to ensure the integrity of the Site, it makes no guarantees whatsoever as to its completeness, correctness, or accuracy. In the event that such an inaccuracy arises, please inform Yack so that it can be corrected.

In many instances, the Content uploaded, posted or transmitted on or through the Site represents the opinions and judgments of the respective information provider, Site user or member, or other user not under contract with Yack. Yack neither endorses nor is responsible for the accuracy or reliability of any opinion, advice or statement made on the Site by anyone other than authorized Yack employee spokespersons while acting in their official capacities. Under no circumstances will Yack be liable for any loss or damage caused by your reliance on any Content uploaded, posted or transmitted on or through the Site. It is your responsibility to evaluate the accuracy, completeness or usefulness of such Content.

INDEMNIFICATION
You agree to indemnify, defend and hold harmless Yack, its affiliates, its sponsors, its third party content providers and licensors, and its and their respective directors, officers, employees and agents from and against any and all claims, actions, suits, proceedings, judgments, damages, losses, liabilities, costs and expenses (including, without limitation, reasonable attorneys' fees) arising directly or indirectly out of or in connection with (a) your breach of this Agreement (including, without limitation, your violation of the Code of Conduct above), (b) any Content uploaded, posted or transmitted by you on or through the Site and/or (c) your activities in connection with the Site or any Site-related services.

RESTRICTED RIGHTS LEGEND
Use, duplication or disclosure by the Government is subject to the restriction as set forth in subparagraph (c)(1)(ii) of the Rights in Technical Data and Computer Software Clause as DFARS 252.227-7013 and FAR 52.227-19, as applicable. Supplier is Yack, Inc., 461 Fifth Avenue, 12th Floor, New York, NY 10017.

MAKING PURCHASES
If you wish to license or make purchases of products or services described on the Site, you may be asked by the applicable merchant or service provider to supply certain information, including but not limited to credit card or other payment information. You understand that any such information will be treated by Yack in the manner described in its Privacy Policy, available online at http://www.Yack/editorial/company/yack_privacy.html. You agree that all information that you provide to any such merchant or service provider will be accurate, complete and current. You agree to pay all charges incurred by users of your account and credit card or other payment mechanism at the prices in effect when such charges are incurred. You will also be responsible for paying any applicable taxes relating to your purchases. Moreover, you agree to review and to comply with the terms and conditions of any specific agreement that you enter into with the merchant and/or service provider in connection with the licensing or purchase of any product or service.

SUBMISSIONS
You acknowledge and agree that, by submitting Content to Yack, you grant to Yack a royalty-free, perpetual, irrevocable, non-exclusive, worldwide right and license to link to, use, reproduce, transmit, modify, adapt, publish, display, perform, distribute, translate, create derivative works from, and sublicense such Content (in whole or in part) and/or to incorporate it in other works in any form, media or technology now known or hereafter developed for the full term of any copyright that may exist in such Content. Further, by submitting Content to Yack, you acknowledge and agree that you have the authority to grant such rights to Yack. If the submitted Content includes or consist of a software resource, the license granted to Yack above shall apply to both object code and source code formats of the resource, and Yack shall have the right under its license to display the source code on the Site; provided, however, that if you write via standard mail to Yack at 461 Fifth Avenue, 12th floor, New York, NY 10017, to request that the source code to any software resource submitted by you be removed from the Site, Yack will use reasonable commercial efforts to promptly remove such source code from the Site. The foregoing provisions regarding Content are for the benefit of Yack, its subsidiaries and affiliates, and its third party content providers and licensors, and each shall have the right to assert and enforce those provisions directly or on its own behalf.

USE OF SECURE AREA AND PASSWORD
Use of any password-protected area of the Site is restricted to the individual who has been given permission and a password to enter such area (the "Authorized Party"). The password cannot be distributed to others, and the Authorized Party is responsible for any and all damages to Yack resulting from the distribution of his or her password. If more than one individual wishes to use a single password belonging to an Authorized Party, such Authorized Party must request permission from Yack in writing, it being understood that Yack shall be under no obligation to approve any such request.

MODIFICATIONS
Yack shall have the right at any time and for any reason, in its sole discretion, to:

(a) modify the terms of this Agreement,
(b) modify the Site and the Site-related services (including, without limitation, removing, eliminating or discontinuing any Content or feature thereof, restricting the hours of availability, or limiting the amount of use permitted) and/or
(c) modify any fees or charges for use of the Site (including, without limitation, instituting new or increased fees or charges for the use of the Site or any other Site-related services or any feature thereof).

Such modifications shall be deemed effective immediately upon notice thereof, which may be given by means including, but not limited to, posting on the Site, electronic mail or conventional mail. Your use of the Site and the Site-related services after such modifications shall be deemed to constitute your acceptance of such modifications. You are expected to review this Agreement periodically to ensure familiarity with the most current version, available online at http://www.Yack/editorial/company/yack_terms.html. You agree that Yack shall not be liable to you or to any third party for any such modification.

TERMINATION
Yack shall have the right, at any time and for any reason, in its sole discretion and with or without notice, to immediately terminate this Agreement and/or any individual's access to and use of the Site and/or such user's password(s) or account(s), in whole or in part (including, without limitation, in the event of any conduct by such user which Yack deems unacceptable, inappropriate or offensive or any breach by such user of this Agreement or any applicable law). You agree that Yack shall not be liable to you or to any third party for any such termination.

MISCELLANEOUS
This Agreement is entered into in the State of New York and shall be governed by and construed in accordance with the laws of the State of New York, exclusive of its choice of law rules. Each party to this Agreement hereby submits to the exclusive jurisdiction of the state and federal courts sitting in the County of New York in the State of New York, and waives any jurisdictional, venue or inconvenient forum objections to such courts. In any action to enforce this Agreement, the prevailing party will be entitled to costs and attorneys' fees. In the event that any of the provisions of this Agreement shall be held by a court or other tribunal of competent jurisdiction to be unenforceable, such provisions shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable.