TERMS AND CONDITIONS

ON-LINE AGREEMENT AND TERMS OF SERVICE

1 Use of the Service and Content Submission.
  1.1 Registration. Use of the Service is conditioned upon Your registration with mBLAST. Upon registration, You will select a User Name and Password, which You agree to keep secret. In case of unauthorized use of Your User Name, Password or mBLAST account, You will notify mBLAST immediately at [custservice@mblast.com]. mBLAST may, in its discretion, refuse registration to a user or refuse a Customer access to certain portions of the Service.
  1.2 Accepting the Terms. By clicking "I AGREE" you and the entity you are authorized to represent ("You" or "Your") signify Your agreement to be bound by the terms and conditions in this agreement ("Agreement"). Unless otherwise provided herein, this Agreement governs Your use of the Service and the Content You provide to mBLAST and all Content made available to You via the Service. You should exit now if You disagree with the terms of this Agreement. Using the Service is optional.
  1.3 Availability. mBLAST maintains the right at any time to modify or discontinue the Service and any aspect or feature of the Service or the website www.mblast.com (the "Site). mBLAST may remove any Content from the Service at any time, at its sole discretion
  1.4 Your Responsibilities. You are responsible for: (i) compliance with this Agreement and all applicable local, state, federal and foreign laws in using the Service; (ii) compliance with the Participation Requirements; (iii) acquiring all rights necessary and any other authorizations required to supply mBLAST with Customer Content and to allow its use in the Service (including distribution of such Content to others as part of the Service); and (iv) acquiring all rights necessary and any other authorizations required to use the Third Party Content (including any copying, distributing, publication or other exploitation of such Third Party Content).
  1.5 Use Guidelines. You shall not (or permit anyone else to): (i) license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time share or otherwise commercially exploit or make the Service available to any third party, other than as specifically authorized by mBLAST in writing; (ii) use the Service directly or indirectly to send electronic messages or other communications in violation of applicable laws; (iii) knowingly send or store infringing, obscene, threatening, libelous or otherwise unlawful or tortious material, including material that is harmful to children or violates intellectual property or privacy or other rights of third parties; or (iv) undertake or fail to undertake any act which would interfere with or disrupt the integrity or performance of the Service or the data contained therein.
  1.6 Links. You acknowledge that the Service contains links to other websites, which mBLAST does not investigate or monitor for accuracy or completeness. Inclusion of any linked websites on the Site as a part of the Service does not imply approval or endorsement of such linked websites by mBLAST.
2 Proprietary Rights and Licenses.
  2.1 Proprietary Rights. You agree that: (i) Third Party Content is owned by Third Parties and You are responsible for acquiring all rights necessary to use, transmit, distribute, copy, publish, change or display such content; and (ii) You will not remove, obscure or alter any proprietary rights notices (including, but not limited to, trademarks/service marks, copyright notices) that may accompany an image or Content obtained via the Service. You may not (or permit anyone else to) modify, rent, lease, loan, sell, distribute or create derivative works based on Content made available to You via the Service, unless You have been specifically authorized to do so by mBLAST in writing or, in the case of Third Party Content, by such third party owner in a separate agreement. You are solely responsible for (and agree that mBLAST is not responsible to You or any third party for) any Content including Customer Content that You create, transmit or display while using the Service. Any further copying, publication, distribution or use of such Content is at Your own risk and mBLAST makes no warranties or representations and shall not be responsible for any such further use or distribution; mBLAST is not responsible for misuse or misappropriation of any Content by You.
  2.2 License granted by mBLAST. mBLAST hereby grants to You a limited, revocable, non-exclusive, non-transferable, license to: (i) use the Service in accordance with this Agreement; (ii) use certain third party software as may be downloaded or made available to You via the Service, subject to any additional license terms and conditions that may apply to the use of such software by You; and (iii) use the Customer Content for Your internal purposes in accordance with all applicable laws, rules and regulations
  2.3 License Granted by You. You hereby grant to mBLAST an unlimited, irrevocable, non-exclusive, perpetual transferable, fully-paid license to use, reproduce, distribute, publish and modify the Customer Content provided to mBLAST by You to the full extent necessary for mBLAST to provide the Service to other users of the Service and to allow such other users access to and use of Your Customer Content in connection with the use and distribution of the Service. You agree that the license You grant to mBLAST includes a right for mBLAST to make all Content submitted by You, including Customer Content, available to users of the Service for their further use.
  2.4 Reservation of Rights. No rights are granted to You under this Agreement other than those that are expressly set forth herein.
3 Participation Requirements. The Participation Requirements govern the use of the Service and are in addition to the terms and conditions of this Agreement. By using the Service, You acknowledge that You have read and agree to be bound by the Participation Requirements, as may be modified from time to time.
4 Fees & Payment. All fees for use of the Service and terms of payment are based upon the mBLAST subscription option available on the Site and selected by You upon registration. All fees are payable upon registration in United States Dollars.
5 Term & Termination. This Agreement commences upon clicking "I AGREE" and continues for the period applicable to the subscription option selected by You upon registration or until earlier terminated by mBLAST in accordance with this Agreement. mBLAST reserves the right to restrict, suspend or terminate Your access to the Service in whole or in part, without Notice, in the event of any breach or threatened breach of any portion of this Agreement as determined by mBLAST in its sole discretion. All fees paid by You upon registration are non-refundable.
6 Disclaimer. THE SERVICE AND ANY CONTENT PROVIDED VIA THE SERVICE IS PROVIDED "AS IS" AND "WHERE IS" WITHOUT WARRANTY OR REPRESENTATION OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF QUALITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NONINFRINGEMENT, ABILITY TO ACHIEVE A PARTICULAR RESULT, ACCURACY, OR UNINTERRUPTED OPERATION. YOU ASSUME ALL RISK AND RESPONSIBILITY ARISING OUT OF ANY USE OF THE SERVICE AND ANY CONTENT PROVIDED OR MADE AVAILABLE TO YOU VIA THE SERVICE. MBLAST DOES NOT REPRESENT OR WARRANT THAT YOUR USE OF THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERROR OR THAT ANY INFORMATION OBTAINED BY YOU AS A RESULT OF YOUR USE OF THE SERVICE WILL BE ACCURATE OR RELIABLE.
7 Warranties. You represent and warrant that: (i) You have the full legal authority or have obtained necessary authorizations to enter into this Agreement, participate in the Service, and provide and use the Customer Content for each of the purposes set forth herein, permitted or facilitated by the Service; and (ii) the Customer Content You supply in using the Service is true and accurate, and You have sole responsibility for the accuracy and quality of such Customer Content.
8 Indemnification. You shall defend, indemnify and hold mBLAST harmless against any loss, damage or costs (including reasonable attorneys' fees) incurred in connection with claims, demands, suits or proceedings made or brought against mBLAST by a third party in connection with Your breach of this Agreement or alleging that Your provision, use or distribution of Content infringes or misappropriates the intellectual property or any other rights of any Third Party.
9 Limitation of Liability and Exclusion of Damages.
  9.1 Limitation of Liability. IN NO EVENT SHALL MBLAST'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, EXCEED THE AMOUNTS ACTUALLY PAID BY YOU OR ON YOUR BEHALF UNDER THIS AGREEMENT IN THE SIX (6) MONTHS PRECEDING THE INCIDENT GIVING RISE TO LIABILITY.
  9.2 Exclusion of Consequential and Related Damages. IN NO EVENT SHALL MBLAST HAVE ANY LIABILITY TO YOU FOR ANY LOST PROFITS OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES HOWEVER CAUSED AND, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, WHETHER OR NOT MBLAST HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS MAY NOT ALLOW THE LIMITATIONS SET FORTH HEREIN, THEREFORE CERTAIN LIMITATIONS AND EXCLUSIONS IN THIS AGREEMENT MAY NOT APPLY TO YOU.
10 General Provisions.
  10.1 Entire Agreement. You agree that this Agreement constitutes the entire agreement between You and mBLAST, governs Your use of the Service (but excludes any services that mBLAST may provide to You under a separate written agreement) and supersedes all prior and contemporaneous agreements concerning provision of the Service to You. Without limiting the generality of the foregoing, in the event that an entity of which you are an employee enters into an agreement with mBLAST ("Corporate Agreement") for the provision of services that are substantially similar to the Services, the terms of that agreement shall govern to the extent there is a conflict between this Agreement and the terms of that Corporate Agreement.
  10.2 Jurisdiction and Venue. This Agreement shall be governed by the laws of the Commonwealth of Virginia, without regard to its conflicts of law provisions. Any dispute, controversy, contest, claim or other matter arising out of or in connection with this Agreement or the interpretation or enforcement hereof shall be settled by binding Arbitration to be held in Richmond, Virginia in accordance with the Commercial Arbitration Rules of the American Arbitration Association, except either party may file suit or other proceeding in a court in Richmond, Virginia with respect to any matter related to the protection or maintenance of intellectual property of either party or any third party. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, that provision shall be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of this Agreement shall remain in effect.
  10.3 Notice. You agree that mBLAST may provide You with notice ("Notice") under this Agreement, including Notice regarding changes to this Agreement by email, regular mail or posting on the Site. You agree to provide mBLAST Notice in writing to the following address: PO Box 17858, Richmond VA 23226. Such Notice shall be deemed to have been given upon the third business day after mailing via certified mail, return receipt requested.
  10.4 Waiver. No failure or delay by You or mBLAST in exercising any right under this Agreement shall constitute waiver of that right. Other than as expressly stated herein, the remedies provided herein are in addition to, and not exclusive of, any other remedies of a Party at law or in equity.
  10.5 U.S. Only. mBLAST makes the Service available to users in the United States and makes no representations that the Service is legal, appropriate or available for use in locations outside the United States. Those who chose to access the Site or the Service outside the United States do so at their own risk and are responsible for compliance with applicable laws in those jurisdictions.
  10.6 Modification. mBLAST reserves the right to modify the terms and conditions of this Agreement at anytime, and such modifications will be effective immediately upon posting such modifications on the Site. You agree to review the Site periodically, and Your continued use of the Service will be deemed acceptance of any modified terms and conditions of this Agreement. No failure or delay by You or mBLAST in exercising any right under this Agreement shall constitute a waiver of that right.
  10.7 Survival. The following provisions shall survive any termination or expiration of this Agreement for any reason whatsoever: Sections 2, 3, 4, 5, 6, 7, 8, 9, and 10. The section headings appearing in this Agreement are for convenience of reference only and will not control or affect in any way the scope, intent or interpretation of any provision of this Agreement.
11 Definitions. In addition to the terms defined elsewhere in the Agreement, the following terms shall have the meaning set forth below:
  11.1 "Content" means all information, text, photos, images, graphics, illustrations, video and/or audio clips, corporate and other materials made available to users of the Service. Content includes, but is not limited to, Customer Content and Third Party Content.
  11.2 "Customer" means each person or entity that registers and establishes an account for access and use of the Service.
  11.3 "Customer Content" means all Content and any other information submitted by a Customer to mBLAST. Customer Content may include, but is not limited to, the following: company or personal contact information, product information, specification and profiles.
  11.4 "Service" means those services provided by mBLAST to a Customer and other users from time to time via the Site and related facilities, including all web-based, technical components to facilitate use of and access to the Site.
  11.5 "Third Party Content" means all Content that is provided by a third party that is not Customer Content, including, but not limited to, the following: news articles, press releases and white papers made available through the Service.