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Service Agreement

This Agreement between the user who is registering for PlacementTracker service ("User") and Sagient Research Systems. ("SRS") sets forth the terms and conditions governing the delivery of services by SRS and the payment for and use of such services by User. During the term of this Agreement, User shall pay SRS the charges described on the PlacementTracker fee schedule published online for the PlacementTracker services selected by User.

The PlacementTracker Terms and Conditions listed below are a part of this Agreement. This Agreement has been reviewed by and is acknowledged by an authorized representative of User and becomes effective on the date when received by SRS in San Diego, California.

PLACEMENTTRACKER TERMS AND CONDITIONS

During the term of this Agreement, User may access SRS's computer-assisted, online data and analysis reporting service known as PlacementTracker (the "PT.com") and the information included therein, on the following terms and conditions:

1. ACCESS TO PT.COM.

(a) SRS grants to User a nontransferable, nonexclusive license to access PT.com and the information included therein during its normal hours of operation for User's personal, non-commercial use or for the purpose of performing research and related work in the regular course of User's business (the "License"). User shall not reproduce, retransmit, distribute, disseminate, sell, publish, broadcast or circulate or commercially exploit the information received through PT.com to anyone in any manner without the express written consent of SRS. Such license does, however, include the right to provide printouts of Information to User's clients provided that such printouts are provided as an incidental part of performing other services for such clients in the regular course of User's business.

(b) SRS reserves the right at any time and without prior notice to User to change PT.com's hours of operation or to limit User's access to PT.com in order to perform repairs, make modifications or as a result of circumstances beyond

SRS's reasonable control. SRS may add or withdraw products or services to or from PT.com from time to time or change prices for transactions and will notify User of such changes.

2. WARRANTY OF USER.

User represents that it is not in the business of licensing, selling, or creating for its customers, a computer-assisted, online data retrieval service.

3. BILLING AND PAYMENT.

Unless other payment terms are agreed to by SRS, all charges for the PlacementTracker services purchased by the User will be immediately charged to the credit card authorized by User. All charges are exclusive of local sales, use, personal property and similar taxes, which will be paid by User.

4. MODIFICATIONS.

SRS may modify the terms of this Agreement upon fifteen (15) days prior notice. User may terminate this Agreement without charge within ten (10) days after the announcement of any such modifications upon notice to SRS.

5. USERNAMES AND PASSWORDS.

User's personnel shall access PT.com using a username and password selected by User. User shall notify SRS when any usernames need to be canceled for any reason.

6. UNAUTHORIZED USE.

User is responsible and will be billed for all use of SRS services made by usernames assigned to User. If User learns or suspects that unauthorized use of its account is taking place, User shall notify SRS's Client Support department immediately and, in such event, SRS will promptly replace User's password.

7. AVAILABILITY OF ADDITIONAL PRODUCTS.

SRS will from time to time make available to User other products and services made generally available by SRS to users of PT.com, on such terms and conditions as SRS deems appropriate. This Agreement alone does not grant User access to or use of other SRS products and services, other than PlacementTracker. User acknowledges that User may be required, as a condition precedent to the use of additional products, to enter into additional agreements with SRS or third parties with respect to those products.

8. OWNERSHIP; INTELLECTUAL PROPERTY

User acknowledges that the database and software were compiled, prepared, revised, selected and arranged by SRS and/or its third-party suppliers through the application of methods and standards of judgment developed and applied through the expenditure of substantial time, effort and money. Our database and software constitute valuable intellectual property and contain trade secrets of SRS and/or its third-party suppliers. User acknowledges that it obtains only the rights granted under the License, and acquires no ownership rights, title or interest, including without limitation intellectual property rights, to PT.com, its contents or programming or to the Additional Products.

9. NO INVESTMENT RECOMMENDATION OR ADVICE

PT.com displays facts, analysis and opinions relating to private placement transactions and institutional investors deemed of interest to our users. SRS does not guarantee the accuracy, completeness or timeliness of the facts, analysis and opinions displayed, nor does it give investment advice, nor advocate the purchase or sale of any security or investment. In no event will Sagient Research Systems. have liability of any kind (including, without limitation, for lost profits or trading losses) caused by, resulting from or relating to, the use of, or inability to use, any information obtained through PT.com. PT.com is a product of SRS.

10. THIRD PARTY CONDITIONS.

User acknowledges that access to and use of PT.com may be subject to restrictions imposed by third parties, including without limitation information suppliers, and that SRS's agreements with such third parties may require SRS to deny or otherwise restrict User's access to certain information available through PT.com. User agrees to comply with all such restrictions of which User receives notice, whether such notice is provided in writing or given online, and such restrictions are incorporated herein by reference. IN THE EVENT OF ANY CONFLICT BETWEEN THIS AGREEMENT AND THE TERMS AND CONDITIONS IMPOSED BY THIRD PARTIES, THEN THE THIRD PARTY TERMS AND CONDITIONS WILL APPLY. Further, User agrees to respect and comply with all copyright notices applicable to the databases and other services and products relating to the SRS Network.

11. RIGHTS OF THIRD PARTY SUPPLIER.

User agrees that any SRS third party supplier shall have the right to assert or to enforce any of the provisions of this Agreement directly on its own behalf.

12. DISCLAIMER OF WARRANTIES.

(a)NEITHER SRS NOR ANY THIRD PARTY SUPPLIER MAKES ANY REPRESENTATION OR WARRANTIES REGARDING THE PERFORMANCE OF PT.COM OR THE ACCURACY OF ANY INDEXING, DATA ENTRY OR ANY INFORMATION INCLUDED IN PT.COM.
(b) SRS OR ANY THIRD PARTY SUPPLIER PERSONNEL RENDERING ADVICE TO USER REGARDING THE DEVELOPMENT (INCLUDING, WITHOUT LIMITATION, WORDING, SPACING, FORM AND COMPLETENESS) OF ANY SEARCH REQUESTS OR RENDERING STATEMENTS TO THE USER ABOUT THE ACCURACY OR COMPLETENESS OF THE SERVICE, ARE NOT AUTHORIZED TO MAKE ANY REPRESENTATIONS OR WARRANTIES TO USER REGARDING THE ACCURACY OR ADEQUACY OF SUCH REQUESTS, AND USER HEREBY ASSUMES FULL RESPONSIBILITY FOR THE FORMATION AND RESULTS OF ALL SEARCH REQUESTS.
(c) USER ACKNOWLEDGES THAT NEITHER SRS NOR ANY THIRD PARTY SUPPLIER WARRANTS OR GUARANTEES THE TIMELINESS, CURRENTNESS, ACCURACY, COMPLETENESS, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE INFORMATION OR SERVICES PROVIDED ON PT.COM, AND SRS AND ANY THIRD PARTY SUPPLIER SPECIFICALLY DISCLAIM ALL SUCH WARRANTIES.
(d) USER ACKNOWLEDGES THAT EVERY BUSINESS DECISION INVOLVES THE ASSUMPTION OF A RISK AND THAT NEITHER SRS NOR ANY THIRD PARTY SUPPLIER, IN FURNISHING THE INFORMATION TO THE USER, DOES OR WILL UNDERWRITE THAT RISK IN ANY MANNER WHATSOEVER. THE USER THEREFORE AGREES THAT NEITHER SRS NOR ANY THIRD PARTY SUPPLIER WILL BE LIABLE FOR ANY LOSS, DAMAGE OR INJURY CAUSED IN WHOLE OR IN PART BY SRS'S OR THE THIRD PARTY SUPPLIER'S NEGLIGENCE IN PROCURING, COMPILING, COLLECTING, INTERPRETING, REPORTING, COMMUNICATING OR DELIVERING THE INFORMATION. (e)NEITHER SRS NOR ANY THIRD-PARTY SUPPLIERS OF DATA, SOFTWARE OR EQUIPMENT TO SRS MAKE ANY WARRANTY, EXPRESS OR IMPLIED, AS TO THE RESULTS TO BE OBTAINED BY ANY USER OR OTHERS FROM THE USE OF THE SERVICE PROVIDED HEREUNDER.

13. USER'S REMEDIES AND SRS'S LIABILITY.

IN NO EVENT SHALL SRS OR ANY THIRD PARTY SUPPLIER BE LIABLE FOR ANY SPECIAL, INCIDENTAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING, WITHOUT LIMITATION, DAMAGES TO OTHER GOODS OR EQUIPMENT, LOST PROFITS, DOWNTIME COSTS, LABOR COST, OVERHEAD COSTS OR CLAIMS OF CUSTOMERS OR CLIENTS OF USER FOR SUCH COSTS.

14. TERM OF AGREEMENT.

The term of this Agreement shall extend from the Effective Date and shall continue unless terminated by either party upon thirty (30) days prior notice, or as otherwise provided herein.

15. 15. REMEDIES.

In the event of a default by either party, and a failure to cure such default within ten (10) days after receipt of notice thereof, the non-defaulting party may immediately terminate this Agreement. Except for any breach under Sections 1, 8 or 16 of this Agreement (in which case, the non-breaching party shall have available to it any and all remedies available as a matter of federal and applicable state law), cancellation shall be the sole remedy available to either party in the event of an uncured default.

16. COMPLIANCE WITH LAWS.

User shall not use PT.com in a manner contrary to or in violation of any applicable federal, state, or local law, rule, or regulation.

17. INDEMNIFICATION.

(a) User will indemnify and hold harmless SRS, its officers, directors, employees and agents, and the elected and appointed officials and employees, officers, directors and agents of the governmental and other entities that have contributed information to or provided services for PT.com, against any and all direct or indirect losses, claims, demands, expenses (including attorneys' fees) or liabilities of whatever nature or kind arising out of User's access to PT.com, its use or distribution of any Information or the Additional Products, except for claims expressly covered by the warranty provided in Section 12 hereof.
(b) SRS will indemnify and hold User, its officers, directors, employees and agents, harmless against any claim that PT.com infringes upon a United States copyright, patent or trade secret; provided User immediately notifies SRS in writing of the existence of such claim, permits SRS to assume the defense of such claim, and cooperates with any reasonable requests of SRS in connection with such defense; and provided, further that the indemnity given herein shall not apply if User resells or distributes Information to third parties.

18. EXPENSES.

The prevailing party as to any disputes relating to this Agreement shall be entitled to recover from the unsuccessful party to this Agreement all costs, expenses and actual attorneys' fees relating to the enforcement or interpretation of, or any litigation or arbitration relating to, this Agreement. Any judgment or order entered in such action shall contain a specific provision providing for the recovery of attorneys' fees and costs incurred in enforcing such judgment. For purposes of this paragraph, attorneys' fees shall include, without limitation, fees incurred in the following:
(1) post judgment motions and appeals;
(2) contempt proceedings;
(3) garnishment, levee, and debtor and third party examinations;
(4) discovery; and
(5) bankruptcy litigation.

19. GENERAL.

(a) This Agreement shall be governed by California law and may not be assigned by User in whole or in part without the prior written consent of SRS.
(b) All notices required or permitted under this Agreement will be posted on the PlacementTracker site.
(c) Failure by either party to insist in any one or more cases upon the strict performance of any of the terms and conditions of this Agreement shall not be considered a waiver or relinquishment for the future of any such term or condition or of any other term or condition.
(d) The terms and conditions set forth in this Agreement constitute the entire agreement of the parties on the subject matter hereof, and any additional or different terms or conditions set forth in any other document, including without limitation any User purchase order, shall be of no effect.