WEBSITE TERMS OF USE AGREEMENT

Updated 11/9/10

By using our website, the TabStart system and related services (collectively, the "Site"), you are agreeing to comply with and be bound by these terms of use ("Agreement"). Please review them carefully. If you do not agree, you should not use the Site. The terms "Spartina Ventures," "we" or "our" refer to Spartina Ventures II, LLC, the legal name of the owner of the Site.

1. Limited License; Permitted Uses. Subject to the terms and conditions of this Agreement, Spartina Ventures hereby grants you a non-exclusive, non-transferable, revocable license (a) to access and use the Site strictly in accordance with this Agreement; (b) to use the Site solely for internal, personal, non-commercial purposes; and (c) to print discrete information from the Site solely for internal, personal, non-commercial purposes and provided that you maintain all copyright and other policies contained therein.
2. Copyright. The contents, including the organization, graphics, design, compilation, magnetic translation, digital conversion and other matters related to the Site (collectively, "Contents") are protected under applicable copyrights, trademarks and other proprietary and intellectual property rights. The copying, redistribution, use or publication by you of any such matters or any part of the Site, except as allowed by Section 1 below, is strictly prohibited. Framing of this site is forbidden. Some of the content on the Site is the copyrighted work of third parties.
3. Illegal of other Harmful Use or Access. Contents may not be used for any illegal purpose. You may not access our networks, computers, or Contents in any manner that could damage, disable, overburden, or impair them, or interfere with any other Person's use and enjoyment. You may not attempt to gain unauthorized access to any Contents, other accounts, computer systems, or networks connected with our sites or Contents. We reserve the right to investigate complaints or reported violations of this Agreement and to take any action we deem appropriate, including but not limited to reporting any suspected unlawful activity to law enforcement officials, regulators, or other third parties and disclosing any information necessary or appropriate to such persons or entities relating to your profile, email addresses, usage history, posted materials, IP addresses and traffic information.
4. Restrictions and Prohibitions on Use. Your license for access to and use of the Site and Contents are subject to the following restrictions and prohibitions: You may not (a) copy, print (except for the express limited purpose permitted by Section 1 above), republish, display, distribute, transmit, sell, rent, lease, loan or otherwise make available in any form or by any means all or any portion of the Site or any Contents retrieved from it; (b) use the Site or any Content to develop, as a component of, any information, storage and retrieval system, database, information base, or similar resource (in any media now existing or hereafter developed), that is offered for commercial distribution of any kind, including through sale, license, lease, rental, subscription, or any other commercial distribution mechanism; (c) create compilations or derivative works of any Content; (d) use any Content from the Site in any manner that may infringe any copyright, intellectual property right, proprietary right, or property right of us or any third party; (e) remove, change or obscure any copyright notice or other proprietary notice or terms of use contained in the Site; (f) make any portion of the Site available through any timesharing system, service bureau, the Internet or any other technology now existing or developed in the future; (g) remove, decompile, disassemble or reverse engineer any Site software or use any network monitoring or discovery software to determine the Site architecture; (h) use any automatic or manual process to harvest information from the Site; (i) use the Site for the purpose of gathering information for or transmitting (1) unsolicited commercial email; (2) email that makes use of headers, invalid or nonexistent domain names, or other means of deceptive addressing; and (3) unsolicited telephone calls or facsimile transmissions; (j) use the Site in a manner that violates any state or federal law regulating email, facsimile transmissions or telephone solicitations; and (k) export or re-export the Site or any portion thereof, or any software available on or through the Site, in violation of the export control laws or regulations of the United States.
5. Links To Other Websites. The Contents may link you to other web sites or information, software, data, or other contents on or off the Internet. Spartina is not responsible for linked content. Your linking to any other pages on other sites is at your own risk.
6. Advertisers. The Site may contain advertising and sponsorships. Advertisers and sponsors are responsible for ensuring that material submitted for inclusion on the Site is accurate and complies with applicable laws. We are not responsible for the illegality or any error, inaccuracy or problem in the advertiser's or sponsor's materials.
7. Registration. Certain sections of, or offerings from, the Site may require you to register. If registration is requested, you agree to provide us with accurate, complete registration information. You may not allow any other person to use the registered sections under your name. You are responsible for preventing such unauthorized use or access.
8. Errors, Corrections and Changes. We do not represent or warrant that the Site will be error-free, free of viruses or other harmful components, or that defects will be corrected. We do not represent or warrant that the information available on or through the Site will be correct, accurate, timely or otherwise reliable. We may make changes to the features, functionality or content of the Site at any time. We reserve the right in our sole discretion to edit or delete any documents, information or other content appearing on the Site.
9. Indemnification. You agree to indemnify, hold harmless, and at our option, defend, us and our partners, agents, officers, directors, employees, subcontractors, successors, assigns, third party suppliers of information and documents, advertisers, product and service providers, and affiliates (collectively, "Affiliated Parties") from any liability, loss, claim and expense related to your violation of this Agreement or use of the Site.
10. DISCLAIMER OF WARRANTIES. THE CONTENTS ARE "AS IS" AND "WITH ALL FAULTS". TO THE FULL EXTENT PERMITTED BY APPLICABLE LAW, THERE ARE NO WARRANTIES OF ANY KIND, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, WITHOUT LIMITATION WARRANTIES OF COMPLETENESS, ACCURACY, FREEDOM FROM INTERRUPTION, OR OF VERIFICATION OF THE CONTENTS, THERE ARE NOT ANY IMPLIED WARRANTIES ARISING FROM TRADE USAGE, COURSE OF DEALING, OR COURSE OF PERFORMANCE, AND THERE ARE NO IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR USE OR PURPOSE.
11. LIMITATION OF LIABILITY. TO THE FULL EXTENT PERMITTED BY APPLICABLE LAW, SPARTINA VENTURES, ITS AFFILIATES AND EACH OF THEIR RESPECTIVE EMPLOYEES, DIRECTORS, OFFICERS, CONSULTANTS, AGENTS, WEB HOSTS OR INTERNET SERVICE PROVIDERS, CONTENTS PROVIDERS, OR OTHER PERSONS RELATED TO OR USED BY SPARTINA VENTURES (COLLECTIVELY, THE SPARTINA VENTURES ENTITIES), REGARDLESS OF CAUSE OF ACTION (E.G., IN CONTRACT, TORT, WARRANTY, AND TO THE FULL EXTENT PERMITTED IN APPLICABLE LAW, PRODUCT LIABILITY AND STRICT LIABILITY), SHALL HAVE NO LIABILITY OF ANY KIND ARISING OR RELATED TO THIS AGREEMENT, OR THE CONTENTS IN EXCESS OF US$5.00.
12. DISCLAIMER OF CONSEQUENTIAL AND SIMILAR DAMAGES. TO THE FULL EXTENT PERMITTED BY APPLICABLE LAW, THE SPARTINA VENTURES ENTITIES, REGARDLESS OF CAUSE OF ACTION (E.G., IN CONTRACT, TORT, WARRANTY, AND TO THE FULL EXTENT PERMITTED IN APPLICABLE LAW, PRODUCT LIABILITY AND STRICT LIABILITY), SHALL HAVE NO LIABILITY OF ANY KIND ARISING OR RELATED TO THIS AGREEMENT, OR THE CONTENTS FOR INJURY, DEATH, DAMAGE TO PROPERTY, LOSS OF USE, LOSS OF OPPORTUNITY, LOSS OF PROFITS, INCREASED COSTS, OR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES.
13. Independence of Clauses. Sections 10, 11 and 12 are intended to be independent of each other and the failure of essential purpose of one shall not affect the other.
14. Other Warranty Rights or Limitations of Liabilities. Some states and foreign countries provide rights in addition to those above, or do not allow excluding or limiting implied warranties, or liability for incidental or consequential damages. Therefore, the above limitation may not apply to you or there may be state provisions which supersede the above.
15. Arbitration in California. Any dispute or claim arising or related to this Agreement, its performance, breach, or interpretation (including issues about its validity or enforceability), shall be exclusively (except as provided below) resolved by final binding arbitration before the American Arbitration Association (AAA), utilizing its Commercial Arbitration Rules. One arbitrator shall be selected using AAA procedures. The arbitrator shall use all reasonable efforts to minimize discovery and to complete the arbitration proceedings as expeditiously as possible. The Arbitrator shall render a written decision within thirty (30) calendar days of the hearing. The arbitrator will not award attorney's fees, or punitive, incidental, consequential, treble or other multiple or exemplary damages, and the parties hereby agree to waive and not seek such damages. Either party may seek judicial relief to compel the other party to comply with the provisions of this Section, or injunctive or other equitable relief to protect its intellectual property rights, provided (unless prohibited by applicable law) that the remainder of the dispute or claim is submitted to arbitration. The arbitration shall be held in San Francisco, CA; both parties hereby give their irrevocable consent to jurisdiction of courts of or in the State of California, as well as processes of the AAA in California. Awards shall be final, binding and non-appealable (except on the minimal grounds required under the Federal Arbitration Act or other applicable law). All awards may be filed with one or more courts, state, federal or foreign having jurisdiction over the party against whom such award is rendered or its property, as a basis of judgment and of the issuance of execution for its collection.
16. Governing Law. This Agreement shall be deemed made in, governed by, performed in, and construed and enforced in accordance with the laws of the State of California, U.S.A., without giving effect to its conflicts of laws provisions or principles.
17. Entire Agreement; Waiver; Modification; Amendment. The terms and provisions contained in this Agreement constitute the entire agreement between the parties concerning the subject matter hereof. This Agreement supersedes all other agreements, written or oral, between the parties as to the subject matter hereof. No modification or amendment of this Agreement shall be enforceable against a party unless in writing and signed by the party against whom such modification or amendment is sought to be enforced. No failure on the part of a party to exercise, no delay in exercising, and no course of dealing with respect to any right, power, or privilege under this Agreement shall operate as a waiver thereof, nor exercise thereof or the exercise of any other right, power, or privilege under this Agreement.
18. Successors and Assigns. Licensee may not assign this Agreement (including by operation of law) without the prior written consent of Licensor. Any such attempt to assign shall be null and void. The rights and obligations of the parties shall inure to the benefit of and shall be binding upon the parties, their respective successors, assigns, heirs, and personal representatives. Nothing in the Agreement is intended to or shall confer on any Person other than the parties hereto or their respective permitted successors or assigns, any rights or remedies under or by reason of this Agreement.
19. Captions. The captions and headings in this Agreement are inserted only as a matter of convenience, and in no way define, limit or in any other way described the scope of this Agreement or the intent of any provision hereof.
20. Severability. The parties agree that if any part, term, or provision of this Agreement is held illegal or invalid, the validity of the remaining portions or provisions shall not be affected, and the rights and obligations of the parties shall be construed and enforced as if the Agreement did not contain the particular part, term, or provision held to be illegal or invalid.
21. Survival. The terms of this Agreement apply to any, receipt, use or performance that occurs before any termination, cancellation, or rescission of this Agreement, and to those obligations that arise after any termination, cancellation, or rescission of this Agreement—namely: any terms, conditions or restrictions on receipt, use, or access to the Contents, systems, or networks of Spartina Ventures II, LLC, and any indemnification obligations.
22. Change of Terms From Time-To-Time. Spartina Ventures may alter any term of this Agreement by posting a notice that there is a change in terms on a page containing the Contents. Any use of the Site after the date of such notice is deemed acceptance of the new terms.
23. Privacy Policy. Our privacy policy, as it may change from time to time, is a part of this Agreement.
24. Government Restricted Rights Legend. Any Contents which used or transmitted for or on behalf of the United States of America, its agencies and/or by the U.S. Government is subject to restrictions as set forth in subparagraph (c)(1)(ii) of the Rights in Technical Data and Computer Software clause at DFARS 252.227-7013 or subparagraphs (c)(1) and (2) of the Commercial Computer Software - Restricted Rights at 48 CFR 52.227-19, as applicable.