a. "Software" means CLC Technology's collaborative network software with the current functionality and tools feature provided by CLC Technology. It also includes any accompanying instructions, documentation, technical data, images, recordings, and other related materials.

b. "Use" means use of the Software over the Internet delivered to you by way of CLC Technology's servers, which allows the creation by the user of Internet web sites and workgroups and access to other Software subscribers in that environment.

c. "Product" means the CLC Technology Software product and its documentation as built at the time of your use.

d. "License" means the Software license grant and general license terms set forth herein.

e. "Terms of Use" means any and all prohibitions and restrictions on Use, including any activities engaged in by way of CLC Technology's servers or in any personal workgroup or environment available via that server.

f. "Term of Agreement" means a month to month period from the date this Agreement is accepted.

g. "Subscriber" (sometimes referred to as "you") means the individual or entity who purchases the subscription under this Agreement.

h. "Customer" means Subscriber and any entity or individual who Uses the Software through Subscriber's subscription.

i. "This Agreement" means this entire Software Subscription and License Agreement.

j. "Reissue" means a product similar to the original Product subscribed to, but updated to include those features and fixes that are included in the current release.

k. "Upgrade" means a new release of the Product that includes a substantial new facility or capability.

2. SUBSCRIPTION TERMS

a. As part of this subscription, Subscriber receives a License as described below. CLC Technology will provide updates to the Software, such as correction of "bugs" and certain limited improvements to existing functionality of the Software as CLC Technology may choose to provide. The subscription does not include the right to receive any Upgrades, Reissues or new product releases by CLC Technology. CLC Technology will in its own discretion determine whether and on what terms any Upgrade, Reissue or new product release will be made available to existing Subscribers.

b. The subscription entitles Customer to receive limited support as posted at this web site at the time this Agreement becomes effective.

c. CLC Technology charges a monthly fee to the Subscriber for the Subscription.

If you are invited into a workgroup, to be a workgroup member, by a Subscriber or Subscriber's agent, then there is no subscription fee from CLC Technology.

If you accept this Agreement and purchase this subscription, you are authorizing CLC Technology to bill your credit card for the monthly subscription fee and any other fees that you have chosen to incur as a result of the use of the subscription. If for any reason any of our charges for these fees are rejected or refused by your credit card issuer after multiple billing attempts, this Agreement and your subscription and license to Use the Software will terminate. CLC Technology, may at our sole discretion, allow you to enter into a grace period during which all documents and related data that the Customer has stored in their workgroups may be downloaded to their computert. It is your sole responsibility to ensure that payment is made and to notify CLC Technology (via the Manage Account link in your home workgroup, our telephone numbers or support email) of any different billing instructions if you cancel or wish to change the credit card for our billing purposes.

d. THIS SUBSCRIPTION CAN BE CANCELLED. ONCE YOU ACCEPT IT, IT WILL BE BINDING FOR THE ENTIRE TERM OF AGREEMENT, PROVIDED THAT if this Agreement is terminated by either you or CLC Technology, CLC Technology will discontinue billing your credit card for any months after the month in which termination occurred. We will not pro-rate or refund any fees paid for the month in which termination occurred.

e. CLC Technology may terminate the subscription and Software License immediately without prior notice for failure to comply with any terms of this Agreement, including Software License terms or Terms of Use. Immediately upon termination, Customer will no longer have any right to use the software. CLC Technology, may at our sole discretion, allow you to enter into a grace period during which all documents and related data that the Customer has stored in their workgroups may be downloaded to their computer.

f. Subscriber may not assign or transfer this Agreement. Any such attempted assignment or transfer will be null and void. CLC Technology may terminate this Agreement in the event of any such attempted assignment or transfer.

g. By accepting this Agreement and purchasing this Subscription, Subscriber represents and warrants that, if a natural person, Subscriber is at least 18 years of age and or is otherwise legally able to enter into a binding contract. Additionally, Subscriber represents and warrants that Subscriber is not a citizen of Cuba, Iran, Libya, North Korea, Syria or Sudan or a citizen of any other country that is, or an entity that is restricted by the United States government from receiving certain types of software for use.

h. Until cancelled by Subscriber or CLC Technology, the Subscription will continue on a month to month basis at the then prevailing rates established by CLC Technology which may differ from those described herein, or on our websites, but such Subscription will remain subject to all other terms of this Agreement. Cancellation may be effected by following the procedures posted on our Web Site at the time you wish to cancel.

3. LICENSE GRANT AND TERMS

a. During the Term of Agreement, subject to continuing payment of monthly fees as set forth herein and to compliance with Terms of Use and the Software License, Subscriber will have a license that entitles a single user to use the software. If Subscriber allows another individual to use the software, Subscriber will be liable for compliance with this Agreement, and for any violations by that user of the Terms of Use or Software License.

b. The Software is owned, patented and copyrighted by CLC Technology or by third party suppliers. The Software License confers no title or ownership and is not a sale of any rights in the Software. Customer is granted only the right to use the software without right of sublicense. Third party suppliers are intended beneficiaries under this Agreement and may protect their rights in the Software directly against the Customer in the event of any infringement.

c. Customer must retain all patent, copyright notices and other proprietary legends in or on the original Software. Customer may not remove from the Software, or alter, any of the CLC Technology trademarks, trade names, logos, patent or copyright notices or markings, or add any other notices or markings to the Software. Customer may not copy the Software onto any public or distributed network.

d. Customer may not modify, reverse engineer, disassemble, decompile or otherwise attempt to access or determine the source code of the Software, copy, reproduce or distribute the Software in any way in whole or in part or create any derivative work based on the Software. Any use of these materials on any other website or networked computer environment for any purpose is prohibited. The Software is copyrighted and any unauthorized use of it is prohibited. If Customer breaches breach any of these terms, the License to use the software automatically terminates and Customer must immediately destroy any downloaded or printed materials related to the software.

e. If Software is licensed for use in the performance of a U.S. Government prime contract or subcontract, Customer agrees that Software has been developed entirely at private expense. Customer agrees that Software, and any derivatives or modifications, is adequately marked when the Restricted Rights Legend below is affixed to the Software or to its storage media and is perceptible directly or with the aid of a machine or device. Customer agrees to conspicuously put the following legend on the Software media with Customer's name and address added below the notice:

RESTRICTED RIGHTS LEGEND
Use, duplication or disclosure is subject to CLC Technology standard commercial license Terms and for non-DOD Departments and Agencies of the U.S. Government, The restrictions as set forth in FAR 52.227-19(c)(1-2)(Jun 1987).
CLC Technology
4170 Douglas Blvd.
Granite Bay, CA 95746 USA

f. Customer further agrees that Software is delivered and licensed as "Commercial computer software" as defined in DFARS 252.227-7014 (Jun 1995) or as a "commercial item" as defined in FAR2.101(a), or as "Restricted computer software" as defined in FAR 52.227-19 (Jun 1987) (or any equivalent agency regulation or contract clause), whichever is applicable. Customer agrees that it has only those rights provided for such Software by the applicable FAR or DFARS clause or the CLC Technology standard software agreement for the product involved.

g. Customer may not export or re-export this software or any copy or adaptation in violation of any applicable laws or regulations. Without limiting the generality of the foregoing, hardware, software, technology or services provided under this license agreement may not be exported, re-exported, transferred or downloaded to or within (or to a national resident of) countries under U.S. economic embargo including the following countries: Cuba, Iran, Libya, North Korea, Sudan and Syria. This list is subject to change.

h. CLC Technology software services may not be provided to, exported, re-exported, transferred or downloaded to persons or entities listed on the U.S. Department of Commerce Denied Persons List, Entity List of proliferation concern or on any U.S. Treasury Department Designated Nationals exclusion list, or to parties directly or indirectly involved in the development or production of nuclear, chemical, biological weapons or in missile technology programs as specified in the U.S. Export Administration Regulations (15 CFR 744). By accepting this Agreement you confirm that you are not located in (or a national resident of) any country under U.S. economic embargo, not identified on any U.S. Department of Commerce Denied Persons List, Entity List or Treasury Department Designated Nationals exclusion list, and not directly or indirectly involved in the development or production of nuclear, chemical, biological weapons or in missile technology programs as specified in the U.S. Export Administration Regulations.

i. Customer agrees that Software contains proprietary information including trade secrets, know how and confidential information that is the exclusive property of CLC Technology. During the period this Agreement is in effect and at all times after its termination, Customer and its employees and agents shall maintain the confidentiality of this information and not sell, license, publish, display, distribute, disclose or otherwise make available this information to any third party nor use such proprietary information concerning the Software, including any flow charts, logic diagrams, user manuals and screens, to persons not an employee of Customer without the prior written consent of CLC Technology.

4. DISCLAIMERS AND LIMITATIONS

a. TO THE EXTENT ALLOWED BY LAW, THIS SOFTWARE AND THE ACCESS TO CLC TECHNOLOGY SOFTWARE SERVICES ARE PROVIDED TO YOU "AS IS" WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, WHETHER ORAL OR WRITTEN, EXPRESS OR IMPLIED. CLC TECHNOLOGY SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, SATISFACTORY QUALITY, NON-INFRINGEMENT, TITLE, ACCURACY OF INFORMATIONAL CONTENT, AND FITNESS FOR A PARTICULAR PURPOSE, THE ENTIRE RISK AS TO THE RESULTS AND PERFORMANCE OF THE SOFTWARE IS ASSUMED BY YOU. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY CLC TECHNOLOGY OR CLC TECHNOLOGY AUTHORIZED REPRESENTATIVES SHALL CREATE A WARRANTY. CLC TECHNOLOGY DOES NOT REPRESENT THAT ITS SERVERS WILL BE AVAILABLE AT ALL TIMES OR WILL BE FUNCTIONING PROPERLY WHEN YOU OR OTHERS WISH TO ACCESS THE FUNCTIONALITY OF THE SOFTWARE. OUR SERVERS MAY BE UNAVAILABLE AT TIMES FOR MAINTENANCE OR FOR A VARIETY OF OTHER REASONS. WE ARE NOT LIABLE TO YOU FOR ANY PERIODS OF UNAVAILABILITY AND YOU WILL NOT BE ENTITLED TO ANY REFUNDS FOR THOSE PERIODS WHEN THE SERVERS ARE NOT AVAILABLE OR ARE NOT FUNCTIONING PROPERLY. Some jurisdictions do not allow exclusions of implied warranties or conditions, so the above exclusion may not apply to you to the extent prohibited by applicable laws.

b. EXCEPT TO THE EXTENT PROHIBITED BY LAW, IN NO EVENT WILL CLC TECHNOLOGY OR ITS SUBSIDIARIES, AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, CONTRACTORS OR SUPPLIERS BE LIABLE FOR DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, OR OTHER DAMAGES (INCLUDING LOST PROFIT, LOST DATA, OR DOWNTIME COSTS), ARISING OUT OF THE USE, INABILITY TO USE, OR THE RESULTS OF USE OF THE SOFTWARE, WHETHER BASED IN WARRANTY, CONTRACT, TORT OR OTHER LEGAL THEORY, AND WHETHER OR NOT CLC TECHNOLOGY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. CLC Technology's and its suppliers' entire liability and your exclusive remedy shall be, at CLC Technology's option from time to time exercised subject to applicable law, (a) return of the current month subscription price paid (if any) for the use of the software, or (b) repair or replacement of the current version of the software.

c. NOTE, EXCEPT TO THE EXTENT ALLOWED BY LOCAL LAW, THESE WARRANTY TERMS DO NOT EXCLUDE, RESTRICT OR MODIFY, AND ARE IN ADDITION TO, THE MANDATORY STATUTORY RIGHTS APPLICABLE TO THE LICENSE OF THE SOFTWARE TO YOU; PROVIDED, HOWEVER, THAT THE CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS IS SPECIFICALLY DISCLAIMED AND SHALL NOT GOVERN OR APPLY TO THE SOFTWARE PROVIDED IN CONNECTION WITH THIS WARRANTY STATEMENT.

d. CLC TECHNOLOGY DOES NOT PROMISE THAT THE SOFTWARE WILL FUNCTION ON OR BE COMPATIBLE WITH YOUR COMPUTER SYSTEM OR WEB BROWSER. CLC TECHNOLOGY DOES NOT PROMISE OR WARRANT THAT YOUR COMPUTER SYSTEM OR WEB BROWSER WILL BE COMPATIBLE WITH THE FUNCTIONALITY AVAILABLE THROUGH OUR SERVER. IT IS CUSTOMER'S SOLE RESPONSIBILITY TO ENSURE THAT CUSTOMER'S COMPUTER SYSTEM, WEB BROWSER AND INTERNET ACCESS ARE COMPATIBLE WITH THE SOFTWARE AND THE SERVER FUNCTIONALITY.

5. TERMS OF USE

a. As a condition of Use of the Software, Customer may not Use the Software for any purpose that is unlawful or prohibited by these Terms of Use. We reserve the right to delete inappropriate material and to suspend or terminate this Subscription if the Software is used for an unauthorized purpose.

b. Customer should understand that all messages, e-mail, data, text, photographs, graphics, video and other materials, images or information transmitted via the Software whether posted for general viewing or transmitted to a private workgroup you set up in our collaborative networks ("User Content"), are Customer's sole responsibility. If Customer uploads, posts, e-mails or otherwise transmits any User Content, Customer is responsible for its compliance with these Terms of Use. CLC Technology has no obligation to screen, edit or control User Content, and we do not accept responsibility for its truthfulness, accuracy, lawfulness or suitability. Under no circumstances will we be liable in any way for any User Content, including errors or omissions in any User Content, defamatory or pornographic content, content that infringes intellectual property rights, or for any loss or damage of any kind incurred as a result of the use or viewing of any User Content.

c. Customer agrees not to use the Software or the Subscription to:

i. establish an account name or user ID that is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another's privacy, hateful, or racially, ethnically or otherwise offensive;

ii. upload, post, e-mail or otherwise transmit any User Content that is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another's privacy, hateful, or racially, ethnically or otherwise offensive;

iii. impersonate any person or entity;

iv. disguise the authorship or origin of any User Content you transmit;

v. upload, post, e-mail or otherwise transmit any User Content that you do not have a right to transmit under any law or under contractual or fiduciary relationships (such as inside information, proprietary information and confidential information);

vi. upload, post, e-mail or otherwise transmit any User Content that infringes any patent, trademark, trade secret, copyright or other proprietary rights of any person;

vii. upload, post, e-mail or otherwise transmit any unsolicited or unauthorized advertising, promotional materials, "junk mail," "Spam," "chain letters," or any other form of solicitation;

viii. upload, post, e-mail or otherwise transmit any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;

ix. disrupt the normal flow of dialogue, cause a screen to "scroll" faster than normal, or otherwise act in a manner that negatively affects other users' ability to engage in orderly exchanges;

x. interfere with or disrupt servers or networks connected to the Software;

xi. "stalk" or otherwise harass another; or

xii. collect or store personal data about other users.

d. We reserve the right, in our sole discretion, to block or remove any objectionable User Content that Customer transmits or makes available via the Software. Without limiting the breadth of our right, Customer is advised that we have the right to remove any User Content that violates these Terms of Use, this Agreement or is otherwise objectionable (in our determination).

e. We store and preserve User Content in accordance with established policy and may disclose it if required by law or in the good faith belief that such disclosure is reasonably necessary (a) to comply with legal process, (b) to enforce these Terms of Use, (c) to respond to claims that any User Content violates the rights of third-parties, or (d) to protect the rights, property and personal safety of CLC Technology and its employees, contractors, suppliers and venders.

6. GENERAL PROVISIONS

a. This Agreement and any disputes arising hereunder shall be governed by the laws of California, United States of America, without regard to conflicts of laws principles. Customer hereby expressly consents to the jurisdiction and venue in Placer County, California over any disputes arising from or related in any manner to this Agreement. The parties hereby expressly exclude the application of the U.N. Convention on Contracts for the International Sale of Goods to the Agreement.

b. If any term or provision herein is determined to be illegal or unenforceable, the validity or enforceability of the remainder of the terms or provisions herein will remain in full force and effect. Failure or delay in enforcing any right or provision of this Agreement shall not be deemed a waiver of such right or provision with respect to any subsequent breach. Provisions herein which by their nature extend beyond the termination of any license of Software will remain in effect until fulfilled.

c. This Agreement is the final, complete and exclusive agreement between the parties relating to the subject matter hereof, and supersedes any previous communications, representations or agreements between the parties, whether oral or written, regarding transactions hereunder. Customer's additional or different terms and conditions will not apply.

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