This Agreement (the “Agreement”) is made by and between NextMark, Inc. (“Company”), and you (“Customer”). This Agreement governs Customer’s participation in Company’s lead generation services (including without limitation the Mailing Lists Lead Referral Service) (the “Service”). Customer acknowledges and agrees that its use of Company’s website (including but not limited to use of the Service) is subject to all applicable Company terms and conditions posted on the website.

1. The Service.

Customer is solely responsible for all its selections and input using features and functions of the Service including without limitation Leads Setup, Bid Editing tools, and the Bid Insight tool. Customer shall protect its passwords and takes full responsibility for its own, and any third party’s, use of its accounts. Company may modify or discontinue the Service at any time without liability.

Customer may cancel its participation in the Service on-line through Customer’s on-line account if on-line cancellation functionality is available, or if not available, with prior written notice to Company via facsimile. All payment obligations shall survive any cancellation.

Customer shall be responsible for all charges incurred through use of the Service, and shall pay all charges in U.S. Dollars or in such other currency as agreed to in writing by the parties. Invoices are due within 30 days of their issue date. Late payments bear interest at the rate of 1.5% per month (or the highest rate permitted by law, if less). Customer is responsible for paying all taxes, other governmental charges, and reasonable expenses and attorneys fees Company incurs collecting late amounts. To the fullest extent permitted by law, Customer waives all claims relating to charges unless claimed in writing within 60 days after the charge (this does not affect Customer’s credit card issuer rights). To the fullest extent permitted by law, refunds (if any) may be provided in the form of a credit for future use of Services. Customer acknowledges and agrees that any credit card and related billing and payment information that Customer provides to Company may be shared by Company with companies who work on Company’s behalf, such as payment processors and/or credit agencies, solely for the purposes of checking credit, effecting payment to Company and servicing Customer’s account. Company may also provide information in response to valid legal process, such as subpoenas, search warrants and court orders, or to establish or exercise its legal rights or defend against legal claims. Company shall not be liable for any use or disclosure of such information by such third parties.

Customer shall indemnify and defend Company, its agents, officers, directors, employees, affiliates, and licensors from any liability, costs and damages (including reasonable attorney fees) arising out of its use of any leads provided through the Service.

2. License; Restrictions.

Subject to the terms and conditions of this Agreement, Company grants to Customer a non-exclusive, non-transferable, revocable, limited license, without the right to sublicense, to access and use the Service solely in connection with Customer’s internal business operations. The Company and its licensors reserve all rights not expressly granted to Customer herein, and no other rights and licenses are granted or will be deemed to be granted hereunder. Customer does not have the right to assign, transfer or sublicense to any third party any of the rights or licenses granted herein without the Company’s prior written consent.

Customer represents, warrants and covenants that (a) Customer will not distribute, transmit, display, disclose, divulge, reveal, report, publish or transfer the Service to any third party or reproduce or create derivative works based upon the same or any portion thereof and (b) neither Customer nor any of its employees, subcontractors, other personnel or clients will attempt to reverse engineer, reverse assemble, disassemble, decompile, or otherwise attempt to discover the source code of any software associated with the Service. Customer represents, warrants, and covenants that it shall not use or permit the Service to be used (i) in violation of any applicable laws or regulations, (ii) for the propagation of worms or viruses, (iii) to violate the rights of others (including without limitation intellectual property or privacy rights), or (iv) in an abusive or inappropriate way, including without limitation in a way that is defamatory, libelous, pornographic, obscene, threatening, or constitutes hate speech. Company reserves the right to suspend access to the Service (or a portion thereof) and to terminate this Agreement without notice, both for any reason or no reason whatsoever.

Customer shall not use an automated software program, spider, web-crawler, URL checker, computer “robot” or other program to access the Service without the express written consent of Company. A directive in the robots.txt file to allow access is considered written consent. In addition and without limitation, Customer agrees to comply with the Robots Exclusion Standard.

Company, in its sole discretion and without any liability or notice to Customer, may at any time deny access to the Service or any portion thereof for the purpose of website maintenance or other business needs. Company does not represent or warrant that the Service will be error-free, that defects in the Service will be corrected, or that it will always be accessible. Company does not warrant or represent that the information available on or through the Service will be correct, accurate, timely, or otherwise reliable. Company may make improvements and/or changes to its features, functionality or content at any time.

3. Proprietary Rights.

All right, title and interest (including without limitation intellectual property rights) in the Service shall remain in Company and/or its suppliers. Customer acknowledges the foregoing and will not take any action to jeopardize, limit, or interfere in any manner with Company’s or its suppliers’ ownership of such rights.

4. Disclaimer of Warranty.

TO THE FULLEST EXTENT PERMITTED BY LAW, THE SERVICE IS PROVIDED ON AN “AS IS, AS AVAILABLE” BASIS, WITHOUT WARRANTY OF ANY KIND, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE. THIS DISCLAIMER OF WARRANTY CONSTITUTES AN ESSENTIAL PART OF THIS AGREEMENT. NO USE OF THE SERVICE IS AUTHORIZED HEREUNDER EXCEPT PURSUANT TO THIS DISCLAIMER.

5. Limitation of Liability.

TO THE FULLEST EXTENT PERMITTED BY LAW (I) COMPANY SHALL NOT BE LIABLE FOR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL, INDIRECT, PUNITIVE OR EXEMPLARY DAMAGES OF ANY KIND WHATSOEVER, INCLUDING WITHOUT LIMITATION DAMAGES RESULTING FROM INTERRUPTION OF BUSINESS OR LOSS OF ANTICIPATED PROFITS, REVENUES, DATA OR BENEFITS, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF THE FORM (E.G., CONTRACT, TORT, WARRANTY OR OTHERWISE) OF ANY LEGAL OR EQUITABLE ACTION BROUGHT AGAINST COMPANY AND (II) COMPANY’S AGGREGATE LIABILITY IS LIMITED TO THE GREATER OF (A) AMOUNTS PAID TO COMPANY BY CUSTOMER FOR THE LEAD GIVING RISE TO THE CLAIM AND (B) THE MINIMUM AMOUNT PERMISSABLE UNDER APPLICABLE LAW.

6. Miscellaneous.

(a) This Agreement shall be governed by the laws of the State of New Hampshire, without regard to its principles of conflicts of laws. Any litigation arising from or relating to this Agreement shall be brought, filed and prosecuted before a court of competent subject matter jurisdiction in New Hampshire or Massachusetts. The parties consent to the jurisdiction of such courts over them, and stipulate to the convenience, efficiency and fairness of proceeding in such courts. (b) Customer may not assign this Agreement or its rights and duties hereunder. Company may assign this agreement. Subject to the foregoing, this Agreement shall be binding upon and shall inure to the benefit of the parties, their successors and permitted assigns. (c) This Agreement constitutes the entire agreement between the parties concerning the subject matter hereof. Company may modify the terms and conditions of this Agreement by informing Customer that the terms of the Agreement have been amended and giving Customer the opportunity to view the Agreement as amended. Customer’s continued use of the Service after such notification shall constitute Customer’s acceptance of the terms and conditions of this Agreement as amended. If Customer does not agree to the Agreement as amended, Customer shall cease to use or access the Service. (d) If any provision of this Agreement should be held illegal or unenforceable by a court, such provision shall be modified to the extent necessary to render it enforceable without losing its intent, or severed from this Agreement if no such modification is possible, and other provisions of this Agreement shall remain in full force and effect. (e) No delay or omission of Company in exercising any right under this Agreement will operate as a waiver of that or any other right. (f) The relationship between Company and Customer is that of independent contractors and neither Customer nor its agents shall have any authority to bind Company in any way. (g) Customer acknowledges that its breach of Sections 2 or 3 of this Agreement will cause irreparable damage to Company. Therefore, in the event of any such breach or threatened breach, in addition to other remedies which may be available, Company shall be entitled to specific performance and injunctive relief for the enforcement thereof. In addition, Customer shall indemnify and hold harmless Company against all liability, costs and damages (including reasonable attorney’s fees) arising from Customer’s breach of Sections 2 or 3. (h) Company will not be liable for any failure of or delay in performance directly or indirectly due in whole or in part to causes beyond the reasonable control of the Company. (i) The provisions of Sections 2-6 of this Agreement are for benefit of Company and its officers, directors, employees, agents, licensors, and suppliers. Each of these individuals or entities shall have the right to assert and enforce those provisions on their own behalf. (j) Company may terminate this Agreement and any licenses granted hereunder immediately if Customer or its clients breach any of the terms and conditions hereunder. Sections 1, 2 (excluding any licenses granted pursuant to the first paragraph of Section 2), and 3-6 shall survive expiration or termination of this Agreement. (k) Company complies with the provisions of the Digital Millennium Copyright Act applicable to Internet service providers (17 U.S.C. §512, as amended). If you have any complaints or objections to material posted on Company’s website you may contact our Designated Agent, Joseph Pych, at the following address: NextMark, Inc., Two Buck Road, Suite 8, Hanover, NH 03755. Mr. Pych can also be reached via telephone at (603) 643-1307 x105 and via fax at (603) 643-1652.