Last Updated: November 7, 2005

IMPORTANT-READ CAREFULLY. YOUR USE OF THE CONVENOS WEBSITE, CONVENOS MEETING CENTER SERVICES, AND ASSOCIATED SOFTWARE (THE "SERVICES") IS CONDITIONED UPON YOUR COMPLIANCE AND ACCEPTANCE OF THE FOLLOWING TERMS AND CONDITIONS. PLEASE READ THE FOLLOWING TERMS OF SERVICES CAREFULLY BEFORE USING THE SERVICES. YOU ACKNOWLEDGE AND AGREE THAT BY CLICKING ON THE ACCEPT BUTTON OR SIMILAR BUTTONS OR LINKS AS MAY BE DESIGNATED BY CONVENOS TO SHOW THESE TERMS AND/OR TO DOWNLOAD AND INSTALL THE CONVENOS SOFTWARE, YOU ARE ENTERING INTO A LEGALLY BINDING CONTRACT. YOU WILL NOT BE PERMITTED TO USE THE SERVICES UNLESS AND UNTIL YOU ACCEPT THESE TERMS & CONDITIONS AND ANY OTHER RULES OR POLICIES THAT CONVENOS MAY CREATE AND MAKE AVAILABLE ON THE CONVENOS WEBSITE FROM TIME TO TIME.

The Services offered at http://www.convenos.com and http://my.convenos.com are owned and operated by Convenos, LLC ("Convenos") and/or its subsidiaries, affiliates, suppliers and licensors ("Suppliers") and are provided to you ("User") under the terms and conditions of this Convenos Terms of Services ("CTS"), and any other operating rules or policies that may be published by Convenos at http://www.convenos.com (the "Convenos website"). Specifically, this CTS describes your right to access and use the Services to conduct or participate in online meetings that are hosted through the Convenos website at http://www.convenos.com or the secure site for registered users located at http://my.convenos.com.

In order to use the Services to conduct an online meeting, you must register to become a User and download the Convenos Software. This Agreement will commence on the date that you complete the registration (the "Effective Date"). Your use of the Services in a free or beta trial (each, a "Trial") shall be free of charge. In this case, the Services will cease to be available on termination of the Trial. You will receive notification of the remaining number of days in the Trial when you log onto the Convenos Website to use the Services.

In order to be a Guest in a meeting, you must download the Convenos Software and log into the meeting. Once the meeting is over, the Software will not function unless you are invited to participate in another meeting by the same or another User, or you register to become a User. You agree that any subsequent use of the Services, either as a Guest or as a User, will continue to be subject to this CTS.

1. DEFINITIONS
1.1 "User" refers to a person or entity that has registered to use the Services.
1.2 "Guest" refers to a person or entity, other than a User, that has been invited to a meeting(s) hosted by a User.
1.3 "Convenos Software" means the Convenos proprietary software program or programs, any software programs licensed by Convenos from a Supplier and any modified, updated, or enhanced versions of such programs that Convenos may provide to you as a part of the Services or as part of a separate maintenance and support agreement.
1.4 "Registration Data" means data provided by you during the registration process. It includes your email address and may include other identifying information. Convenos uses this information to contact our users and may use a third party provider tasked to electronically transmit your welcoming tool kit, as well as periodic newsletters and other types of email announcements that you can opt in to receive. The provider is currently operating under and subject to a Non-Disclosure Agreement with Convenos.
1.5 "Content" means any content, including but not limited to photographs, caricatures, illustrations, designs, icons, articles, text, audio clips and video clips.
1.6 "Convenos Website" shall mean Convenos' corporate website, located at http://www.convenos.com, and the website from which Convenos provides the Services, located at http://my.convenos.com.

2. CREDIT CARD AUTHORIZATION (APPLICABLE TO ECOMMERCE CLIENTS ONLY)
A Guest's access to the Services will terminate at the end of the meeting to which the Guest is invited. A User's access to the Services will terminate at the end of any Trial unless the User authorizes Convenos to charge its credit card for continued use of the Services. Convenos will automatically renew and bill User's credit card (a) every month for monthly licenses, or (b) each year on the subsequent anniversary for annual licenses. The renewal charge will be equal to the then-current fees in effect at the time of renewal. User acknowledges that in the event its termination notice is not received by Convenos thirty (30) calendar days prior to the Services expiration date, User will automatically be charged for an additional service term. No invoice or receipt will be provided (please refer to your service activation notice regarding access to online viewing of actual usage).

Accounts in arrears are subject to interest of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is less. You will be liable for attorneys' and collection fees if we have to resort to these resources to collect any unpaid amounts owed Convenos. If you do not notify us of any discrepancies within ninety (90) days after they first appear on any statement we may provide to you, you will be considered to have accepted the amounts due to be correct. We may refer to such acceptance, if we receive any inquiries from you or relating to your account, any judicial, regulatory or governmental authority, or anyone else. You release us from all liability and claims of loss resulting from any error or discrepancy that is not reported to us within ninety (90) days of our sending a statement to you or from when we otherwise give you notice, whichever is sooner.

Convenos' fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and User shall be responsible for payment of all such taxes, levies, or duties, excluding only United States (federal or state) taxes based solely on Convenos' income.

WE RESERVE THE RIGHT, AT ANY TIME, AND FROM TIME TO TIME, TO CHANGE OUR FEES, CHARGES AND USAGE POLICIES AND TO INTRODUCE NEW CHARGES AT ANY TIME, UPON AT LEAST 30 DAYS PRIOR NOTICE TO USER, WHICH NOTICE MAY BE PROVIDED BY E-MAIL OR BY POSTING THE CHANGES ON THE CONVENOS WEBSITE. IF SUCH CHANGE IS NOT ACCEPTABLE, YOU MAY TERMINATE THE SERVICES.

3. DESCRIPTION OF SERVICE
Convenos provides Users with a capability to conduct, participate in, or observe an online virtual meeting, including online multimedia presentations, and it provides Guests with the capability to participate in, or observe, online virtual meeting(s) to which it is invited by a User. With the exception of Trials, Convenos charges its Users for the Services. If you are registering to become a User of the Services, you represent and warrant that you are authorized to agree to this CTS on behalf of yourself and/or the entity that you purport to represent and you agree to provide certain current, complete, and accurate public information about yourself as prompted to do by the Services. All information requested during your initial sign-up as a User shall be referred to as "Registration Data." You agree to update this information within 30 days of any change to it. If any material Registration Data provided by you is inaccurate, Convenos reserves the right to terminate your right to use the Services after fifteen (15) days written notice to you, provided you have failed to correct such inaccuracy during such period.

4. LICENSE GRANT AND RESTRICTIONS
Convenos grants you a non-exclusive, non-transferable revocable right to access and use the Services for the limited purposes set forth herein.

You may not (a) license, sublicense, sell, rent, lease, grant a security interest in, or otherwise transfer any rights you have in the use of the Services; (2) modify or make derivative works based upon the Services or the Convenos Software; (3) resell or act as a service bureau for any of the Services provided by Convenos or any Supplier. You are also prohibited from reverse-engineering, modifying, decompiling, disassembling, translating, or otherwise attempting to derive source code from any part of the website, including the Services

5. OWNERSHIP
All rights not expressly granted in this CTS are reserved by Convenos and its Suppliers. All graphics, logos, service marks, and trade names, including third-party names, product names, and brand names (collectively, the "Marks") used on the Convenos website are the trademarks of Convenos or the applicable third parties. You are prohibited from using any Marks without the prior written permission of Convenos or the third party that owns the trademark(s). All content on the Convenos website is protected by copyright, and you are prohibited from creating derivative works of, transmitting, reproducing, distributing, publicly displaying, modifying, or using any of the content of the Convenos website without securing prior written consent from Convenos; such written consent must be specific and detailed with regard to the intended usage of the Marks.

6. USER CONTENT
If, in the process of using the Services, you upload, record or otherwise transmit any Content ("User Content") through the Services, you represent and warrant that: (i) you are the owner or licensee of any and all User Content; (ii) you, and not Convenos, are solely responsible for the User Content that you upload, record, or otherwise transmit via the Services; and (iii) you acknowledge and agree that Convenos neither controls nor monitors User Content, nor guarantees the accuracy, integrity, security, or quality of such User Content.

You will not upload, record, or otherwise transmit User Content that: (i) infringes any third party's copyright, patent, trademark, trade secret, or other proprietary right or rights of publicity or privacy; (ii) violates any law, statute, ordinance, or regulation (including without limitation the laws and regulations governing export control, unfair competition, anti-discrimination, or false advertising); (iii) is defamatory, trade libelous, unlawfully threatening, or unlawfully harassing; (iv) is obscene, harmful to minors, and/or child pornographic; (v) contains any viruses, Trojan horses, worms, time bombs, cancelbots, or other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept, or expropriate any system, data, or personal information; or (vi) is materially false, misleading, or inaccurate. You understand that by using the Services you may be exposed to Content that is offensive, indecent, or a violation of individual or organizational proprietary rights. Under no circumstances will Convenos be liable for any Content posted, emailed, or otherwise transmitted via the Services.

As part of the Services, you may submit questions or comments to Convenos at http://www.convenos.com. Convenos reserves the right to edit and post the questions or comments that you submit to Convenos, along with any relevant answers, without revealing your personally identifiable information. All communications, comments, feedback, suggestions, ideas, and other submissions related to the Services submitted to Convenos at http://www.convenos.com and http://my.convenos.com (collectively, "Submissions") shall be and remain property of Convenos with all worldwide rights, titles, and interests in all copyrights and other intellectual property in the Submissions hereby assigned by you to Convenos.

7. SUBMISSIONS
Convenos reserves the right to withhold, remove, and/or discard User Content without notice on termination of any Trial or in the event of any User breach, including without limitation, User's non-payment. Upon termination of a Trial or in the event of any User breach, User's right to access or use User Content immediately ceases, and Convenos shall have no obligation to maintain or forward any User Content. In the event of termination of this Agreement for any other reason, Convenos will make available to User a file of User Content within 30 days of termination if User so requests. User agrees and acknowledges that Convenos has no obligation to retain the User Content, and may delete such User Content, more than 30 days after termination.

8. PRIVACY
You agree to be bound by the terms of Convenos' privacy policy. Convenos reserves the right to modify its privacy policy in its reasonable discretion from time to time. Convenos current privacy policy may be viewed at ./privacy.html

9. SECURITY
Convenos utilizes industry-accepted measures and standards to maintain the security and confidentiality of User Content and your personally identifiable information. Specifically, Convenos hosts User Content on a server that is secured by an authentication scheme and a firewall. You acknowledge and agree that, due to the inherent qualities of the Internet, Convenos cannot prevent and, therefore, is not responsible for inadvertent security breaches, nor is Convenos responsible for your failure to maintain the confidentiality of your account information and/or password. Furthermore, you are entirely responsible for any and all activities that occur under your account. You agree to immediately notify Convenos of any unauthorized use of your account or any other known breach of security.

10. USER CONDUCT
Your use of the Services is subject to all applicable local, state, national, and international laws and regulations.

You agree:

(1) to comply with applicable United States export laws and regulations regarding the transmission of technical data exported from the United States through the Services; (2) to notify Convenos immediately of any unauthorized use of any password or account or any other known or suspected breach of security, (3) not to use the Services for illegal purposes (including, without limitation, gambling or betting); (4) not to interfere or disrupt networks connected to the Services; and (5) to comply with all regulations, policies, and procedures of networks connected to the Services. The Services make use of the Internet to send and receive certain messages; therefore, your conduct is subject to Internet regulations, policies, and procedures.

You agree NOT to:

(1) use the Services in connection with chain letters, junk mail, surveys, contests, pyramid schemes, or any use of distribution lists to any person who has not given specific permission to be included in such a process (commercial or otherwise);

(2) harvest or otherwise collect information about others, including e-mail addresses, without consent;

(3) use, download, or otherwise copy, or provide (whether or not for a fee) to a person or entity that is not a user of the Services any directory of users of the Services or other user and/or usage information or any portion thereof other than in the context of your use of the Services as permitted under the CTS;

(4) knowingly interfere with or disrupt networks connected to the Services or violate the regulations, policies, or procedures of such networks;

(5) attempt to gain unauthorized access to the Services, other accounts, computer systems, or networks connected to the Services, through password mining or any other means; or Convenos may, at its reasonable discretion and upon notice to the User, take any reasonable action Convenos deems necessary, if Convenos reasonably believes a User's conduct fails to conform with these terms and conditions or may create liability for Convenos, its partners, its suppliers, or other users.

11. INDEMNITY BY USER
You agree to defend, indemnify, and hold harmless Convenos and its subsidiaries, affiliates, officers, employees, consultants, and agents from any and all third party claims, liabilities, damages, and/or costs (including, but not limited to, attorney fees) due to or arising directly out of your use of the Services (or any other user accessing the Services using your account), your violation of this CTS, or the infringement or violation by you (or any other user of your account), of any intellectual property or other right of any person or entity.

12. NO WARRANTY
YOU UNDERSTAND AND AGREE THAT THE SERVICES, INCLUDING THE CONVENOS SOFTWARE, ARE PROVIDED "AS IS", WITHOUT ANY WARRANTY OF ANY KIND, EXPRESS, IMPLIED, OR STATUTORY. CONVENOS AND ITS SUPPLIERS AND RESELLERS EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT WITH RESPECT TO ALL OF THE FOREGOING. CONVENOS AND ITS SUPPLIERS AND RESELLERS DO NOT WARRANT THAT USE OF THE SERVICES OR THE CONVENOS SOFTWARE WILL BE UNINTERRUPTED, SECURE, OR ERROR-FREE; THAT MESSAGES OR REQUESTS WILL BE DELIVERED; THAT DEFECTS WILL BE CORRECTED; OR THAT THE SERVICES, CONVENOS SOFTWARE, SITE CONTENT, USER CONTENT OR THE SERVER THAT MAKES THE SERVICE AND THE CUSTOMER SITE AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OF IMPLIED WARRANTIES SO THE FOREGOING DISCLAIMER MAY NOT APPLY TO YOU. THE SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. CONVENOS IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS.

13. LIMITATION OF LIABILITY
In no event will Convenos, its Suppliers or other third parties identified on the Convenos website be liable for any indirect, incidental, punitive, or consequential damages (including without limitation, those resulting from cost of substitute goods, lost profits, lost data, or business interruption) arising out of the use, inability to use, or the results of use of the Services, the Convenos Software, the Convenos website, any websites linked to the Convenos website, the materials or information contained at any or all such sites, or the materials, products, or services offered on the Convenos website or sites linked to the Convenos website, whether based on warranty, contract, tort (including negligence), or any other legal theory, and whether or not advised of the possibility of such damages. In no event will Convenos, its Suppliers, or any other party involved in creating, producing, or delivering the Services be liable to you in any manner whatsoever for any decision made or action or inaction by you in reliance upon information provided through the Services. Notwithstanding the failure of any limited remedy of its essential purpose, the aggregate liability of Convenos arising from or relating to this CTS, regardless of the form of action or claim (e.g., contract, warranty, tort, strict liability, negligence, fraud, or other legal theory), is limited to the greater of the purchase price of any Services that you purchased in the relevant transaction, or One Hundred Dollars (US$100.00). Applicable law may not allow the exclusion or limitation of incidental or consequential damages, so the above limitation or exclusion may not apply to you.

14. TERMINATION
Any breach of User's payment obligations or unauthorized use of the Services or Convenos Software will be deemed a material breach of this CTS. In the event of a material breach of the CTS by a User, Convenos may immediately restrict or suspend Services for a period of not longer than five (5) business days, provided that Convenos provides written notice to User upon imposing such restriction or suspension. Convenos shall promptly remove any restriction or suspension upon User's cure of the material breach. In the event User's breach has not been cured during such five (5) day period, Convenos may terminate the User's user name and password, without any liability whatsoever.

15. CHANGES TO TERMS AND USER INFORMATION
Convenos reserves the right to change the terms and conditions of the CTS or its policies relating to the Services at any time and shall notify User by posting an updated version of this CTS on the Convenos website. User is responsible for regularly reviewing this CTS. Continued use of the Services after any such changes shall constitute User's consent to such changes.

16. MARKETING AND PUBLICITY
16.1 Use of Name: If you are a User, Convenos may use your name in its customer list to include, but not be limited to, postings to the Convenos website, financial reports, and prospectuses identifying you as a customer. Your account must be in good standing with Convenos to remain listed.
16.2 Press Releases: From time to time, Convenos selects candidates from its customer list with whom it wishes to announce a business relationship or generate a joint press release. Should you be so selected, you shall have an opportunity to review and approve each press release prior to its issuance. Your approval shall not be unreasonably withheld or delayed.

17. GENERAL
17.1 Governing Law: This CTS shall be governed by and construed in accordance with the laws of the state of Delaware in the United States of America, without giving effect to the conflict-of-laws thereof that would require the application of the laws of a different state.
17.2 Force Majeure: A party will not be liable for non-performance or delay in performance (other than of obligations regarding payment of money or confidentiality) caused by any event reasonably beyond the control of such party including, but not limited to wars, hostilities, revolutions, riots, civil commotion, national emergency, epidemics, fire, flood, earthquake, force of nature, explosion, embargo, or any "act of God".
17.3 Third Party Beneficiaries: Convenos Suppliers shall be intended third party beneficiaries to this Agreement.
17.4 Scheduled Maintenance: The regularly scheduled maintenance of the Convenos website is every Friday from 8:00 p.m.-12:00 a.m. Saturday (Pacific Time) excluding nationally-recognized holidays (relevant to the United States of America). During that time the Services are not available for use. If maintenance is outside this window, User will be notified.
17.5 Section Titles: The section titles in this CTS are solely used for the convenience of the parties and have no legal or contractual significance.
17.6 International Sale of Goods; Export and Import Control Laws and Regulations: The application of the United Nations Convention on the International Sale of Goods is hereby expressly excluded. You acknowledge that the laws and regulations of the United States restrict the export and re-export of commodities and technical data of United States origin, including the Convenos Software and Services. Without limiting the foregoing, you understand that the Convenos Software and Services is an "encryption item" and, as such, is subject to controls under the Export Administration Regulations promulgated by the U.S. Department of Commerce. You agree that you will not export or re-export the Convenos Software or Services in any form in violation of the export laws of the United States or any foreign jurisdiction. You will defend, indemnify, and hold harmless Convenos from and against any violation of such laws or regulations by any of your agents, officers, directors, or employees. Convenos and its Suppliers make no representation that the Services are appropriate or available for use in locations outside of the United States. If a User uses the Services from outside the United States, the User is solely responsible for compliance with all applicable laws, including without limitation export and import regulations of other countries.
17.7 Survivability: The terms of this CTS surviving any cancellation, termination, or rescission are namely the sections entitled: Ownership, User Content, User Conduct, Warranty, Indemnity by User, and Limitation of Liability.
17.8 Notice. Convenos may give any notice required by this CTS by means of a general notice on the Convenos website, electronic mail to User's e-mail address on record in the Registration Data, or by written communication sent by first class mail or pre-paid post to User's address on record in the Registration Data. Such notice shall be deemed to have been given upon the expiration of 48 hours after mailing or posting (if sent by first class mail or pre-paid post) or 12 hours after sending (if sent by email). User may give notice to Convenos, addressed to the attention of its Chief Executive Officer, (such notice shall be deemed given when received by Convenos) at any time by any of the following: letter sent by confirmed facsimile to Convenos at the following fax number: 831-600-1405; letter delivered by nationally recognized overnight delivery service or firsts class postage prepaid mail to Convenos at the address below.
17.9 Miscellaneous: If any provision(s) of this CTS is found to be contrary to law, then such provision(s) shall be construed, as nearly as possible, to reflect the intentions of the parties with the other provisions remaining in full force and effect. Failure by Convenos to exercise or enforce any right or provision of this CTS shall not constitute a waiver of such right or provision unless acknowledged and agreed to by Convenos in writing. You and Convenos agree that any claim or cause of action arising out of or related to this CTS or the Services must commence within one (1) year after the cause of action arose.
17.10 Entire Agreement. This CTS sets forth the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous oral or written agreements. No text or information set forth on any purchase order, preprinted form or document shall add to or vary the terms and conditions of this CTS, unless such document has been executed by an authorized officer of Convenos.

Convenos
100 Enterprise Way
Suite A-1
Scotts Valley, CA 95066
USA