BUDDYBRAIN™ DASHBOARD TERMS OF USE

(Last updated August Sept. 3, 2008)

These Terms of Use (this "Agreement") constitute a legal agreement between Buddy Media, Inc. ("Buddy Media") and the company or other organization by which you are employed or otherwise engaged (the "User"). This Agreement governs your use of the BuddyBrain™ web application and any other services, software, data, and other materials made available through the web site located at www.buddybrain.com (the "Site"), all as may be updated by Buddy Media from time to time at its discretion (collectively, the "BuddyBrain Dashboard").

1. License to User.

Subject to the terms and conditions of this Agreement, Buddy Media grants the User during the Term (as defined below) a non-transferable, non-exclusive license, without the right to sublicense, to access and use the BuddyBrain Dashboard. User may permit access to and use of the BuddyBrain Dashboard by third parties under contract to provide services to the User (the "Contractors"), provided that the Contractors' use is limited solely to providing such services; provided, however, that User shall remain responsible for compliance with the restrictions on use and other terms and conditions of this Agreement by such Contractors.

2. Restrictions on Use.

User shall not (and User shall not permit any third party to): (i) reverse engineer, decompile, disassemble, or otherwise attempt to discern the source code of any software applications included in the BuddyBrain Dashboard; (ii) copy, modify, adapt or translate the BuddyBrain Dashboard, or otherwise make any use, resell, distribute or sublicense the BuddyBrain Dashboard other than to the extent permitted in this Agreement; (iii) make the BuddyBrain Dashboard available on a "service bureau" basis or allow any third parties, other than Contractors to the extent permitted under Section 1 above, to use the BuddyBrain Dashboard; (iv) disclose the BuddyBrain Dashboard or any of its components to third parties, other than Contractors to the extent permitted under Section 1 above; (v) remove or modify any proprietary marking or restrictive legends placed on the BuddyBrain Dashboard; or (vi) use the BuddyBrain Dashboard in violation of any applicable law or regulation. User acknowledges that the BuddyBrain Dashboard may include information provided by Buddy Media's suppliers, which information may be subject to additional terms and conditions. User will comply with any such third party terms and conditions of which Buddy Media may provide notice from time to time.

3. Aggregate Data.

User acknowledges that Buddy Media may collect data regarding usage of the BuddyBrain Dashboard by User, as well as Buddy Media's other users, for the purpose of creating aggregate usage statistics which do not identify that User is the source of any specific piece of data (the "Aggregate Data"). Buddy Media shall be the sole owner of the Aggregate Data and, notwithstanding anything to the contrary, shall be free to use and disclose the Aggregate Data at its discretion.

4. Title.

As between Buddy Media and User, Buddy Media retains title to and ownership of the BuddyBrain Dashboard and any derivative works thereof, including all copyrights and other intellectual property rights relating thereto. User shall have no rights with respect to the BuddyBrain Dashboard or any such derivative works other than those expressly granted under this Agreement.

5. Term and Termination.

The term of this Agreement shall continue for as long as User is provided access to the BuddyBrain Dashboard (the "Term"). User acknowledges and agrees that Buddy Media may terminate User's access to the BuddyBrain Dashboard and this Agreement at any time. As a courtesy to its users, Buddy Media may use commercially reasonable efforts to notify its Users prior to any such termination, including, by posting a notice on the Site. User acknowledges that any use of the BuddyBrain Dashboard by User in violation of this Agreement may result in immediate termination of this Agreement and User's access to the BuddyBrain Dashboard without notice.

6. Fees.

Buddy Media reserves the right to collect fees and other charges from Users. You will be given notice by e-mail in advance of any fees or other charges that will be assessed for future use of the BuddyBrain Dashboard. Your continued use of the BuddyBrain Dashboard following the advance notification of the fees or charges will be deemed to be acceptance of those fees or charges and the amendment of this Agreement.

7. Effect of Termination or Expiration; Survival.

In the event of any termination or expiration of this Agreement, all rights and licenses granted hereunder to User shall immediately cease, including, but not limited to, all use of the BuddyBrain Dashboard. The following provisions shall survive any termination or expiration of this Agreement: Section 2 ("Restrictions on Use"), Section 3 ("Aggregate Data"), Section 4 ("Title"), Section 8 ("Disclaimers"), Section 9 ("Indemnification"), Section 10 ("Liability"), Section 11 ("Miscellaneous Provisions") and this Section 7 ("Effect of Termination or Expiration; Survival").

8. Disclaimers.

User acknowledges that the operation of the BuddyBrain Dashboard may not be uninterrupted or error-free. The BuddyBrain Dashboard is provided "AS IS" and neither Buddy Media nor any of its suppliers makes any representation or warranty in connection with the BuddyBrain Dashboard (or the accuracy and/or timeliness of the data contained therein) or otherwise with respect to this Agreement and Buddy Media and its suppliers hereby disclaim any and all implied or statutory warranties, including all implied warranties of title, merchantability, noninfringement, fitness for a particular purpose, error-free or uninterrupted operation and any warranties arising from a course of dealing or usage of trade. To the extent that Buddy Media or its suppliers may not as a matter of applicable law disclaim any implied warranty, the scope and duration of such warranty will be the minimum permitted under such law.

9. Indemnification

User shall defend, indemnify and hold harmless Buddy Media and its affiliates, and each of their respective officers, directors, shareholders, employees, agents, and contractors from and against any and all liabilities, losses, damages, claims, causes of action, and expenses (including reasonable attorneys fees and disbursements) in connection with any third party claim resulting from or based upon: (i) use of the BuddyBrain Dashboard by any User, or any of their respective employees, Contractors or other personnel or (ii) any act or failure to act of any User, its officers, directors, shareholders, employees, agents, and independent contractors. Buddy Media reserves the right to assume the exclusive defense and control of any matter otherwise subject to defense by User, in which event User will cooperate with Buddy Media and its counsel in the conduct of such defense.

Liability.

NEITHER BUDDY MEDIA NOR ANY OF ITS SUPPLIERS WILL BE LIABLE TO USER (NOR TO ANY PERSON CLAIMING RIGHTS DERIVED FROM ANY USER'S RIGHTS) FOR DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES OF ANY KIND (INCLUDING WITHOUT LIMITATION LOST REVENUES OR PROFITS, LOSS OF USE, LOSS OF COST OR OTHER SAVINGS OR LOSS OF GOODWILL OR REPUTATION) WITH RESPECT TO ANY CLAIMS BASED ON CONTRACT, TORT, BREACH OF WARRANTY, INDEMNITY OR OTHERWISE (INCLUDING NEGLIGENCE AND STRICT LIABILITY) ARISING FROM OR RELATING TO THE BUDDYBRAIN DASHBOARD OR OTHERWISE ARISING FROM OR RELATING TO THIS AGREEMENT, REGARDLESS OF WHETHER BUDDY MEDIA WAS ADVISED, HAD OTHER REASON TO KNOW, OR IN FACT KNEW OF THE POSSIBILITY THEREOF. IN NO EVENT SHALL BUDDY MEDIA'S AND ITS SUPPLIERS' MAXIMUM AGGREGATE LIABILITY TO USER (AND ANY PERSON CLAIMING RIGHTS DERIVED FROM ANY USER'S RIGHTS) ARISING FROM OR RELATING TO THE BUDDYBRAIN DASHBOARD OR OTHERWISE ARISING FROM OR RELATING TO THIS AGREEMENT, REGARDLESS OF THE CAUSE OF ACTION (WHETHER IN CONTRACT, TORT, BREACH OF WARRANTY, INDEMNITY OR OTHERWISE), EXCEED ONE HUNDRED DOLLARS ($100.00) IN THE AGGREGATE. To the extent the foregoing exclusions and limitations of liability are not permitted under applicable law, Buddy Media's liability in such case will be limited to the greatest extent permitted by law.

Miscellaneous.

The relationship of the parties is one of independent contractors. This Agreement sets forth the entire agreement of the parties as to its subject matter and supercedes all prior agreements, negotiations, representations, and promises between them with respect to its subject matter. This Agreement is binding upon and will inure to the benefit of each of the parties and their respective successors and assigns. A waiver of rights under this Agreement will not be effective unless it is in writing and signed by an authorized representative of the party that is waiving the rights. Buddy Media may, at any time, modify this Agreement, and any such modifications will be effective immediately upon posting on the Site. User's continued use of the BuddyBrain Dashboard following the posting of any such modification signifies User's acceptance of those changes. If any provision of this Agreement is held invalid or unenforceable by any court of competent jurisdiction, the other provisions of this Agreement will remain in full force and effect, and, if legally permitted, such offending provision will be replaced with an enforceable provision that as nearly as possible effects the parties' intent. This Agreement, and any and all disputes directly or indirectly arising out of or relating to this Agreement, will be governed by and construed in accordance with the laws of the State of New York, without reference to the choice of law rules thereof. Each of the parties hereby irrevocably consents and submits to the exclusive jurisdiction of the state and federal courts located in New York County, New York for any such disputes, and hereby irrevocably waives any objections to the laying of venue in such courts.