READ THESE TERMS CAREFULLY BEFORE USING THE SERVICES DESCRIBED BELOW. IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS, YOU MAY NOT ACCESS OR OTHERWISE USE THESE SERVICES. YOUR CLICKING ON THE BUTTON MARKED "I ACCEPT" AND YOUR CONTINUED USE OF THE SERVICES INDICATES YOUR ACKNOWLEDGMENT THAT YOU HAVE READ AND ACCEPTED THESE TERMS AND CONDITIONS.

This Internet Service Agreement (the "Agreement") is between you and Actio Software Corporation, a corporation organized and existing under the laws of New Hampshire and with a principal place of business at Pease International Tradeport, 30 International Drive, Portsmouth, New Hampshire 03801. Use of the Services signifies your agreement to the terms and conditions of use set forth in this Agreement.

1. Grant of Rights
Actio grants you a non-exclusive, non-transferable, limited right to access, use and display the internet services provided by Actio at www.materialdisclosure.com, (collectively, the "Service"). A Service account may not be transferred to another party or entity without prior written approval from Actio.  You agree not to reverse engineer, decompile, disassemble, alter, duplicate, make copies, create derivative works from, distribute or provide others with Site or Service related software.

2. Content
You are solely responsible for the content of any information you upload to the Site.  Information uploaded to the Site will be password protected through a protected login.  As a result, product information may only be viewed and edited by those you authorize.  Actio represents that it will use commercially reasonable efforts to safeguard the confidentiality of the information uploaded to the Site.  Actio has the right to take all reasonable actions to remove or restrict access to the Site.  You are solely responsible for maintaining the confidentiality of your passwords, and agree that Actio will have no obligations with regard thereto.  You expressly agree not to use the Service in a manner that is prohibited by any law or regulation, or to facilitate the violation of any law or regulation. You also agree not to use the Service to violate the security of the Service, or attempt to utilize another user's account without authorization from that user.

3. Warranty and Indemnification
You represent and warrant to Actio that you will not upload or transmit by means of the Service any materials of any kind which (i) violate, plagiarize, or infringe on the intellectual property or contractual rights of any third party; (ii) are exported in violation of any law, rule, or regulation governing exports from the United States; (iii) contain software viruses or any other malicious code designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment. You further represent and warrant to Actio that your use of the Service will at all times comply with all applicable laws, rules, and regulations. You hereby agree to indemnify, defend and hold harmless Actio and its employees, licensors, independent contractors, providers, subsidiaries and affiliates (collectively, the "Affiliates"), from and against any and all liability and costs incurred by the Affiliates in connection with any claim arising out of any breach by you of the foregoing representations, warranties and covenants, including, without limitation, attorneys' fees and costs.

4. DISCLAIMER OF WARRANTY
THE SERVICE (INCLUDING ALL CONTENT, SOFTWARE, FUNCTIONS, MATERIALS AND INFORMATION ACCESSED BY ANY MEANS THEREOF) IS PROVIDED AS IS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF TITLE OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR WARRANTIES OF NON-INFRINGEMENT. TO THE FULLEST EXTENT PERMISSIBLE BY LAW, ACTIO MAKES NO WARRANTIES AND SHALL NOT BE LIABLE FOR THE USE OF THE SERVICES, INCLUDING, WITHOUT LIMITATION, ANY INTERRUPTION OF OR ERROR IN THE SERVICES UNDER ANY CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO, ACTIO'S NEGLIGENCE.

5. LIMITATION OF LIABILITY
UNDER NO CIRCUMSTANCES SHALL ACTIO BE LIABLE FOR ANY SPECIAL OR CONSEQUENTIAL DAMAGES THAT ARE DIRECTLY OR INDIRECTLY RELATED TO THE USE OF, OR THE INABILITY TO USE, THE SERVICES, EVEN IF ACTIO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.

6. Termination
Actio may terminate this Agreement at any time upon notice. Actio also reserves the right to restrict, suspend or terminate the Services in whole or in part, without notice, with respect to any breach of this Agreement, including but not limited to if you fail to pay any invoice within thirty (30) days of the date such invoice is sent.

7. Modifications to Agreement
Actio has the right to modify this Agreement. Any modification is effective immediately upon either a posting on the Actio Home Page (http://www.materialdisclosure.com), or upon notice by electronic mail, or U.S. mail. Your continued use of the Service following notice of any modification to this Agreement shall be conclusively deemed an acceptance of all such modification(s). Your only right with respect to any dissatisfaction with any modifications made pursuant to this provision, or any policies or practices of Actio in providing the Services, including, without limitation, (i) any change in the content of the Services, or (ii) any change in the amount or type of Service Fees, is to terminate membership by delivering notice to Actio.

8. General
This Agreement constitutes the entire agreement between you and Actio with respect to the Service and supersedes all prior agreements between you and Actio. Failure by Actio to enforce any provision of this agreement shall not be construed as a waiver of any provision or right. Interpretation and enforcement of this agreement shall be governed by the laws of the state of New Hampshire (excluding its choice of law rules). You consent to personal jurisdiction in the federal and state courts of New Hampshire for any action arising out of or relating to your use of the Service. The federal and state courts of New Hampshire shall have exclusive jurisdiction over all such actions. Any cause of action you may have with respect to your use of the Site must be commenced within one (1) year after the claim or cause of action arises. In any such action, the prevailing party shall be entitled to recover all legal expenses incurred in connection with the action, including, but not limited to, its costs, both taxable and non-taxable, and reasonable attorney's fees. In the event that any portion of this Agreement is held unenforceable, the unenforceable portion shall be construed in accordance with applicable law as nearly as possible to reflect the original intentions of the parties, and the remainder of the provisions shall remain in full force and effect.