TERMS AND CONDITIONS OF SERVICE
for ShapTalk LLC Web site

PLEASE READ THESE TERMS AND CONDITIONS OF SERVICE ("TERMS") BEFORE USING THIS WEB SITE. By continuing to access or use the Web site (the "Site"), or any service on the Site, you signify your acceptance of the TERMS. From time to time, ShapTalk LLC ("SHAPTALK LLC") may modify the TERMS. Accordingly, please continue to review the TERMS whenever accessing or using the Site. Your use of the Site, or any service on the Site, after the posting of modifications to the TERMS, will constitute your acceptance of the TERMS, as modified. If at any time you do not wish to accept the TERMS, you may not use the Site. Any terms or conditions proposed by you that are in addition to or which conflict with the TERMS are expressly rejected by SHAPTALK LLC and shall be of no force or effect.

· User Assent to Terms and Conditions of Service. In using the Site, you represent and agree that you have read and agree to be bound by the TERMS and shall: (i) comply with U.S. law regarding the transmission of any data obtained from the Site in accordance with the TERMS; (ii) not to use the Site for illegal purposes; and (iii) not interfere with or disrupt networks connected to the Site.

· Intellectual Property. The Site, including but not limited to text, content, photographs, video, audio and graphics contained therein, is protected by copyrights, trademarks, service marks, international treaties and/or other proprietary rights and laws of the U.S. and other countries. The Site is also protected as a collective work or compilation under U.S. copyright and other laws and treaties. All text and other content, including articles, columns, graphics and other elements of the Site are also copyrighted works. You agree to abide by all applicable copyright and other laws, as well as any additional copyright notices or restrictions contained in the Site, in accessing or using any such materials.

· Rights Reserved. All present and future rights in and to trade secrets, patents, copyrights, trade names, trademarks, service marks, databases, know-how and other proprietary rights of any type under the laws of any governmental authority, including rights in and to all applications and registrations appearing on or relating to the Site (the "IP Rights") shall, as between you and SHAPTALK LLC, at all times be and remain the sole and exclusive property of SHAPTALK LLC.

· Restrictions on Use. You agree not to use, transfer, distribute or dispose of any information contained on the Site for any commercial purpose. You acknowledge that the Site has been developed, compiled, prepared, revised, selected and arranged by SHAPTALK LLC and others through the expenditure of substantial time, effort and money and constitutes valuable intellectual property and trade secrets of SHAPTALK LLC and others. SHAPTALK LLC reserves the right to refuse publication should any column, post or comment be defamatory, violate the privacy rights of an individual, or contain unsubstantiated personal or political attacks.

· Disclaimer and Limitation of Liability. You agree that your use of the Site is at your sole risk and acknowledge that the Site and anything contained therein, including, but not limited to, content, services, goods or advertisements (the "Items") are provided "AS IS" and that SHAPTALK LLC MAKES NO WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE ITEMS, INCLUDING, BUT NOT LIMITED TO, MERCHANTABILITY, NONINFRINGEMENT, TITLE OR FITNESS FOR A PARTICULAR PURPOSE OR USE. You agree that SHAPTALK LLC, its suppliers and its third-party agents shall have no responsibility or liability for: (i) any injury or damages, whether caused by the negligence of SHAPTALK LLC, its employees, subcontractors, agents, suppliers or otherwise arising in connection with the Site; (ii) any fault, inaccuracy, omission, delay or any other failure in the Site; or (iii) any reliance upon the content of the Site. The content of other Web sites, services, goods or advertisements that may be linked to the Site is not maintained or controlled by SHAPTALK LLC. SHAPTALK LLC is therefore not responsible for the availability, content or accuracy of other Web sites, services or goods that may be linked to, or advertised on, the Site. SHAPTALK LLC does not: (a) make any warranty, express or implied, with respect to the use of the links provided on, or to, the Site; (b) guarantee the accuracy, completeness, usefulness or adequacy of any other Web sites, services, goods or advertisements that may be linked to the Site; or (c) make any endorsement, express or implied, of any other Web sites, services, goods or advertisements that may be linked to the Site. You understand that SHAPTALK LLC and/or any suppliers may choose at any time to inhibit or prohibit their content from being accessed under the TERMS.

· Termination. You may terminate this Agreement by discontinuing use of the Site and destroying all materials obtained from the Site. This Agreement will terminate immediately without notice if SHAPTALK LLC determines, in its sole discretion, that you have failed to comply with any provision of these TERMS. Upon termination, you must promptly destroy all materials obtained from the Site and any copies thereof.

· Additional User Representations. By using the Site, you represent, warrant and covenant that you: (i) have the power and authority to enter into this Agreement; (ii) shall not use any rights granted hereunder for any unlawful purpose; and (iii) shall use the Site only as set forth in these TERMS.

· Privacy. Your privacy is important to SHAPTALK LLC. SHAPTALK LLC's privacy policy is set forth on the separate document on the Site entitled "Privacy Policy."

· Links. The Site may contain links to other Internet sites on the World Wide Web. SHAPTALK LLC provides such links for your convenience only, and is not responsible for the content of any Web site linked to or from this Site. Links from this Site to any other Web site do not mean that SHAPTALK LLC approves of, endorses or recommends that Web site. SHAPTALK LLC disclaims all warranties, express or implied, as to the accuracy, legality, reliability or validity of any content on any other Web site. You hereby agree that your access and use of any additional site material, including information, material, products or services contained therein, is solely at your own risk.

· Miscellaneous. You acknowledge that SHAPTALK LLC has the right to change the content or technical specifications of the Site at any time at SHAPTALK LLC's sole discretion. You further accept that such changes may result in your being unable to access the Site.

· Governing Law. These TERMS shall be governed and construed in accordance with the laws of the United States of America and the State of New Jersey, without giving effect to conflicts-of-law principles thereof. You agree to submit to the personal jurisdiction of the state and federal courts located in Union County, New Jersey, with respect to any legal proceedings arising out of this agreement and waive any objection to the propriety or convenience of venue in such courts.