AGREEMENT BETWEEN USER AND THAYER DISTRIBUTION INC. (the "Company")

The Company's network of web-sites and web pages (collectively, the "Thayer Distribution Web Sites") are offered to you conditioned on your acceptance without modification of the terms, conditions and notices contained herein (collectively, the "Terms of Use"). Your use of the Thayer Distribution Web Sites constitutes your agreement to all the Terms of Use. In the event that any of the Terms of Use conflict with the term of any Company invoice or other notice, then the Terms of Use shall control.

PLEASE READ THE TERMS OF USE CAREFULLY BEFORE USING THE THAYER DISTRIBUTION WEB SITES.

Grant of License. The Company grants you a limited, non-exclusive, non-transferable license to use and display on your computer or other electronic device, the Thayer Distribution Web Sites for your own personal and non-commercial use only. You may display, download and print hard copy portions of the material from the Thayer Distribution Web Sites. Any other use of the materials on the Thayer Distribution Web Sites, including, but not limited to the modification, reproduction, distribution, republication, display or transmission, without the prior written consent of the Company is expressly prohibited.

Modifications to the Terms of Use. The Company reserves the right to change the Terms of Use under which the Thayer Distribution Web Sites are offered. You are responsible for regularly reviewing the Terms of Use. Your continued use of the Thayer Distribution Web Sites following the posting of any changes to the Terms of Use will mean you accept these changes.

Registration, Accounts and Passwords. Certain of the services and features made available on the Thayer Distribution Web Sites may require registration or subscription. Should you choose to register or subscribe, you agree to provide accurate and current information as required by the registration or subscription process, and to promptly update such information as necessary to insure that it is kept accurate and complete. You agree to be responsible for: (a) maintaining the confidentiality of any passwords or other account identifiers which you choose or are assigned as a result of any registration or subscription on the Thayer Distribution Web Sites, and (b) all activities that occur under such password or account. The Company shall not be responsible or liable, directly or indirectly, in any way for any loss or damage of any kind incurred as a result of, or in connection with your failure to comply with this section.

Copyrights and Trademarks. The entire content included in the Thayer Distribution Web Sites, including, but not limited to, text, design, graphic interfaces, code and the selection and arrangement thereof is copyrighted as a collective work under the United States and other copyright laws, and is the property of the Company. The collective work includes works that are licensed to the Company and all rights are expressly reserved. All trademarks, service marks, and trade names (collectively the "Marks") are trademarks or registered trademarks of and are proprietary to the Company.

User Participation. The Company does not and cannot review all communications and materials posted to the Thayer Distribution Web Sites and is not in any manner responsible for the content of these communications and materials. In consideration of the availability of the Thayer Distribution Web Sites, you agree not to: (a) post, transmit, link to, or otherwise distribute any materials, information or content constituting advocating or encouraging conduct that would constitute a criminal offense or give rise to civil liability, or otherwise use the Thayer Distribution Web Site in a manner which is contrary to law or would serve to restrict or inhibit any other user from using the Thayer Distribution Web Sites; (b) post, transmit, link to, or otherwise distribute any inappropriate, profane, defamatory, infringing, obscene, indecent or unlawful material or information; or (c) post, transmit, link to, or otherwise distribute any information, materials or content which contains a virus, cancelbot, trojan horse, worm or other harmful or disruptive component.

Monitoring. You agree that the Company has the right to monitor the Thayer Distribution Web Sites electronically from time to time and to disclose any information as necessary to satisfy any law, regulation or other governmental request, to operate the Thayer Distribution Web Sites properly, or to protect itself or its users in accordance with these Terms of Use.

Content Linked to the Thayer Distribution Web Sites. Please exercise discretion while browsing the Internet. Please note that certain links on Thayer Distribution Web Sites may take you to other websites. The Company provides these links only as a convenience and not as an endorsement by the Company. These linked sites are not necessarily under the control of the Company. If you decide to visit any linked site, you do so at your own risk and it is your responsibility to take all protective measures to guard against viruses and other destructive elements. The Company is not responsible for the content of any such linked sites or any other web page which is not part of Thayer Distribution Web Sites and under the Company's control. Unless otherwise expressly provided, the Company makes no representation or warranty regarding, and does not endorse, any linked site or the information, products or services appearing thereon. Accordingly, you agree that the Company will not be responsible or liable in any way for the accuracy, relevancy, copyright compliance, legality, or decency of material contained in any site linked from the Thayer Distribution Web Sites.

DISCLAIMER. THE THAYER DISTRIBUTION WEB SITES AND THE MATERIALS, INFORMATION, SERVICES, AND PRODUCTS PROVIDED THEREIN, INCLUDING, WITHOUT LIMITATION, TEXT, GRAPHICS, CODES AND LINKS ARE PROVIDED "AS IS" AND WITHOUT WARRANTIES OF ANY KIND WHETHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, THE COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OR MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, FREEDOM FROM COMPUTER VIRUS, AND WARRANTIES ARISING FROM COURSE OR DEALING OR COURSE OF PERFORMANCE. THE COMPANY DOES NOT REPRESENT OR WARRANT THAT THE FUNCTIONS CONTAINED IN THE THAYER DISTRIBUTION WEB SITE WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE THAYER DISTRIBUTION WEB SITES OR THE SERVER THAT MAKES THE THAYER DISTRIBUTION WEB SITES AVAILABLE ARE FREE OR VIRUSES OR OTHER HARMFUL COMPONENTS. THE COMPANY DOES NOT MAKE ANY WARRANTIES OR REPRESENTATIONS REGARDING THE USE OF THE MATERIALS IN THE THAYER DISTRIBUTION WEB SITES OR THEIR COMPLETENESS, CORRECTNESS, ACCURACY, ADEQUACY, USEFULNESS, TIMELINESS, RELIABILITY OR OTHERWISE.

LIMITATION OF LIABILITY. YOU EXPRESSLY UNDERSTAND AND AGREE THAT IN NO EVENT SHALL THE COMPANY BE LIABLE FOR ANY DAMAGES WHATSOEVER, INCLUDING ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES, AND ANY DAMAGES FOR LOSS OF PROFITS, SAVINGS, GOODWILL OR OTHER INTANGIBLE LOSSES, REGARDLESS OF WHETHER THE COMPANY HAD BEEN ADVISED OR COULD HAVE FORESEEN THE POSSIBILITY OF SUCH DAMAGES, ARISING OUT OF OR IN CONNECTION WITH: (A) THE USE, INABILITY TO USE OR PERFORMANCE OF ANY OF THE SERVICES OF THE THAYER DISTRIBUTION WEBSITES, OR (B) ANY UNAUTHORIZED ACCESS TO OR MODIFICATION TO ANY OF YOUR CONTENT OR TRANSMISSIONS, OR (C) ANY OTHER MATTER RELATING TO THE THAYER DISTRIBUTION WEB SITES OR ANY OF THE SERVICES.

You expressly acknowledge that the Company has entered into this agreement, and has and will make the Thayer Distribution Web Sites available to you in reliance upon the limitations and exclusions of liability and the disclaimers set forth herein, and that the same form an essential basis of the bargain between you and the Company. You expressly agree that the limitations and exclusions of liability and the disclaimers set forth herein will survive, and continue to apply in the case of, a fundamental breach or breaches, the failure of essential purpose of contract, the failure of any exclusive remedy or termination of this agreement.

Indemnification. You agree to defend, indemnify and hold harmless the Company, its affiliates and licensors and each of their respective officers, directors, employees and agents, including all third parties mentioned on a Thayer Distribution Web Sites, from and against any and all claims, actions or demands, including without limitation reasonable legal and accounting fees, resulting from or related to: (a) your breach of any of the Terms of Use; (b) your access to or use of the Thayer Distribution Web Sites; or (c) your use or reliance on, or publication, communication or distribution or anything on or from the Thayer Distribution Web Sites. You shall use your best efforts to cooperate with us in the defense of any claim. We reserve the right, at our own expense, to assume the exclusive defense and control or any matter otherwise subject to indemnification by you.

Termination. You acknowledge and agree that the Company in its sole and absolute discretion, may, without notice to you, suspend or terminate your account or your use of, or access to, the Thayer Distribution Web Sites upon your violation of these Terms of Use. You further agree that the Company shall not be liable to you or to any other person as a result of any such suspension of termination. If you are dissatisfied with any terms, conditions, rules, policies, guidelines, or practices of the Company, your sole and exclusive remedy is to discontinue using the Thayer Distribution Web Sites.

General Provisions. This agreement is personal to you, and you may not assign your rights or obligations to anyone. The Terms of Use constitute the entire agreement between the Company and you pertaining to your use of the Thayer Distribution Web Sites and supersede any prior agreements between you and the Company with respect to the subject matter hereof. The Company's failure to insist upon or enforce strict performance of any right or provision of the Terms of Use shall not constitute or be construed as a waiver of any right or provision. If any of the provisions (or parts thereof) contained in the Term of Use are determined to be void, invalid or otherwise unenforceable by a court of competent jurisdiction, such determination shall not affect the remaining provisions (or parts thereof) contained herein. No changes to the Terms of Use shall be made except by a revised posting on this page or except as otherwise expressly contemplated herein.

Applicable Laws: Your use of the Thayer Distribution Web Sites shall be governed in all respects by the laws of the State of New Jersey without regard to conflicts of law principles. You also consent to the jurisdiction and venue of the courts of State of New Jersey, or of any federal court located in the District of New Jersey and waive to the right to contest jurisdiction and venue of the courts located in New Jersey on the grounds of inconvenience or otherwise and, further, waive any right to bring any action or proceeding arising out of, under or in connection with these Terms of Use in any court outside of New Jersey.