BY CLICKING THE "I ACCEPT" BUTTON DISPLAYED AS PART OF THE REGISTRATION PROCESS, YOU AGREE TO THE FOLLOWING TERMS AND CONDITIONS GOVERNING YOUR USE OF THE BOSSDEV, INC. SPINSCAPE APPLICATION (SPINSCAPE) ONLINE AND OFFLINE SERVICES. AS USED IN THIS AGREEMENT, THE TERMS "YOU" OR "YOUR" ALL REFER TO THE PERSON USING THE SERVICE IN ANY WAY. Subject to the terms and conditions of this Spinscape License Agreement, Spinscape will provide a web-based service that allows you to create an account (a "User Account") to create, manage and administer maps and nodes ("Maps and Nodes")through remote access to Spinscape's proprietary software (the "Spinscape Technology"). 1. LICENSE GRANTS. 1.1. Spinscape Technology License Grant. Subject to the terms, conditions and restrictions in this Agreement, Spinscape hereby grants to you a non-exclusive, non-transferable and non-sub-licensable right to use the Spinscape Technology for your own personal use and only as set forth in this Agreement. 1.2. Your Responsibilities and Rights. 1.2.1. You are responsible for all activity occurring under your User Account and will abide by all applicable local, state, national and foreign laws, treaties and regulations in connection with your use of the Spinscape Technology, including those related to data privacy, international communications and the transmission of technical or personal data. You will: (i) notify Spinscape immediately of any unauthorized use of any password or membership ID or any other known or suspected breach of security; (ii) report to Spinscape immediately and use reasonable efforts to stop immediately any copying or distribution of Spinscape Technology that is known or suspected by you; and (iii) not impersonate another Spinscape user or provide false identity information to gain access to or use the Spinscape Technology. 1.3. Restrictions on Use. 1.3.1. You will not: (i) license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the Spinscape Technology or your User Account in any way; (ii) modify or make derivative works based upon the Spinscape; (iii) create Internet "links" to Spinscape or "frame" or "mirror" any content on any other server or wireless or Internet-based device except as permitted by the Spinscape; or (iv) disassemble, reverse engineer, analyze, decompile, modify, convert or translate the Spinscape or apply any procedure or process to the Spinscape in order to: (a) build a competitive product or service; (b) build a product using similar ideas, features, functions or graphics of the Spinscape; or (c) copy any ideas, features, functions or graphics of the Spinscape. 1.3.2. You may use the Spinscape only for your own personal use and will not: (i) send spam or otherwise duplicative or unsolicited messages in violation of applicable laws; (ii) send or store infringing, obscene, threatening, libelous, or otherwise unlawful or tortious material, including material harmful to children or violative of third party privacy rights; (iii) send or store material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs; (iv) interfere with or disrupt the integrity or performance of the Spinscape or the data contained therein; or (v) attempt to gain unauthorized access to the Spinscape or its related systems or networks. 1.4. Spinscape Ownership. This Agreement confers only the right to use Spinscape, while this Agreement and the specified license(s) are in effect and it does not convey any rights of ownership in or to Spinscape. All right, title and interest, including without limitation any copyright, patent, trade secret or other intellectual property right in Spinscape will remain the sole property of Spinscape. Any services provided to you under this Agreement, including methods, processes, notes, designs, code, documentation, memoranda, and other data or materials that are prepared in the performance of such services hereunder, and all right, title and interest in the foregoing, will belong to Spinscape. 1.5. Spinscape Access to Maps and Nodes. During the Term of this Agreement, in the event that Spinscape discovers that Maps and Nodes and/or User Account is/are causing any problems with Spinscape or the server that the Spinscape is hosted on, Spinscape may, with your permission which will not be unreasonably withheld, access or copy Maps and Nodes and/or User Account to an account controlled by Spinscape so that Spinscape may investigate Maps and Nodes and/or User Account and the problems that it may be causing. In the event, upon Spinscape's investigation, Spinscape discovers any significant problem(s) with Maps and Nodes and/or User Account, Spinscape may take offline Maps and Nodes and/or User Account without your prior notice or permission, until the problem is cured to the satisfaction of Spinscape. 2. FEES AND SALES TAX. 2.1. Fees. A valid credit card is required for paying accounts. Free accounts are not required to provide a credit card number. 3. REPRESENTATIONS AND DISCLAIMER OF WARRANTY. 3.1. Representations. Each party represents to the other that it has: (i) the legal power and authority to enter into this Agreement; and (ii) not previously entered into any agreement or understanding which conflicts with any rights or obligations set forth in this Agreement. 3.1.1. Your Representations. You represent and warrant that all information provided by you in connection with your registration is accurate and reliable, that you have not falsely identified yourself nor provided any false information to gain access to the Spinscape Technology and that your use of the Spinscape Technology and Maps and Nodes do not directly or indirectly infringe the legal rights of a third party. 3.1.2. Spinscape Representations. Spinscape represents that it: (i) owns the Spinscape Technology; and (ii) there is no claim pending or, to Spinscape's knowledge, threatened against Spinscape regarding ownership of the Spinscape Technology or infringement by the Spinscape Technology of any United States copyright, patent, trade secret or other intellectual property rights of any third party. Your sole remedy for breach of the representation in clause (ii) of this Subsection 3.1.2 will be as specified in Section 4 of this Agreement. 3.2. Disclaimer of Warranty. SPINSCAPE MAKES NO REPRESENTATION, WARRANTY, OR GUARANTY AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, TRUTH, AVAILABILITY, ACCURACY OR COMPLETENESS OF THE SPINSCAPE TECHNOLOGY OR ANY CONTENT. SPINSCAPE AND ITS LICENSORS DO NOT REPRESENT OR WARRANT THAT: (I) THE USE OF THE SPINSCAPE TECHNOLOGY WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA; (II) THE SPINSCAPE TECHNOLOGY WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS OR RESULT IN REVENUES OR PROFITS; (III) ANY STORED DATA WILL BE ACCURATE OR RELIABLE; (IV) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SPINSCAPE TECHNOLOGY WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS; (V) ERRORS OR DEFECTS WILL BE CORRECTED; OR (VI) THE SPINSCAPE TECHNOLOGY OR THE SERVER(S) THAT MAKE THE SPINSCAPE TECHNOLOGY AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. THE SPINSCAPE TECHNOLOGY AND ALL CONTENT IS PROVIDED TO YOU STRICTLY ON AN "AS IS" BASIS. ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS, ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW BY SPINSCAPE OR ITS LICENSORS 4. INDEMNIFICATION. 4.1. Your Defense of Claims. You will indemnify and hold Spinscape, its subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys' fees and costs) arising out of or in connection with: (i) a claim alleging that Maps and Nodes infringes the rights of, or has caused harm to, a third party; (ii) a claim, which if true, would constitute a violation by you of your representations and warranties; or (iii) a claim arising from the breach by you, provided in any such case that Spinscape: (a) gives written notice of the claim promptly to you; (b) gives you sole control of the defense and settlement of the claim (provided that you may not settle or defend any claim unless you unconditionally release Spinscape of all liability and such settlement does not affect Spinscape's business or the Spinscape technology); (c) provides to you all available information and assistance; and (d) has not compromised or settled such claim. 4.2. Spinscape Defense of Claims. Spinscape will, at its expense, defend or settle any third party claim brought against you alleging that the Spinscape technology or any part thereof, when used by you within the scope of this Agreement, infringes a United States patent, copyright, trade secret or other intellectual property right of any third party ("IP Claim"). This obligation is subject to you notifying Spinscape promptly in writing of the IP Claim (but in no event later than ten (10) days following your receipt of notice of such IP Claim), giving Spinscape exclusive control of the defense and settlement thereof, and providing reasonable assistance and authority necessary to perform Spinscape's obligations hereunder, at Spinscape's expense. 4.3. Exclusions from Defense Obligation. Spinscape will have no duty to defend any IP Claim to the extent such IP Claim is based on: (i) use of a superseded release of the Spinscape technology or portion thereof, if such infringement would have been avoided by the use of a current release of the Spinscape technology and Spinscape timely notified you of the availability of the non-infringing release at no additional cost; (ii) the combination, operation, or use of the Spinscape technology furnished under this Agreement with programs or data not furnished by Spinscape or with hardware or operating system Software other than the hardware platform and operating system with which the Spinscape technology is designed to function, if such infringement would have been avoided by the use of the Spinscape technology without such programs, data, hardware or operating system; (iii) compliance with designs, plans or specifications furnished by or on your behalf; (iv) modification or attempted modification of the Spinscape Technology by anyone except Spinscape or use or distribution of such modifications; or (v) your use of the Spinscape technology in a manner that results in defamation, violates the privacy rights of individuals, transmits material in violation of any applicable law, rule or regulation, or uses any proprietary third party content without legally binding consent of such third party. 4.4. Licensee's Obligation to Defend. To the extent an IP Claim is excluded from Spinscape's defense obligation by reason of Section 4.3 above ("Excluded Claims"), you will, at your sole expense, defend or settle the Excluded Claim. This obligation is subject to Spinscape notifying you promptly in writing of the Excluded Claim (but in no event later than ten (10) days following Spinscape receipt of notice of such Excluded Claim), giving you exclusive control of the defense thereof, and providing reasonable assistance and authority necessary to perform your obligations hereunder, at your expense. Spinscape will have the right to approve any settlement which is reasonably likely to materially and adversely affect other licensees of Spinscape. The provisions of this Subsection 4.4 set forth your entire liability and the sole remedies of Spinscape with respect to Excluded Claims. 4.5. Spinscape's Election to Defend. Spinscape may elect to assume control of the defense and settlement of any Excluded Claim with counsel of its choosing; provided however, that if you will not have breached its defense and settlement obligations hereunder, you will have no obligation to pay the costs and expenses of such Spinscape-controlled defense or any settlement, judgment, award or damages in connection with such Excluded Claim. 4.6. Remedies. In the event that use of the Spinscape technology becomes, or in Spinscape's reasonable opinion is likely to become, the subject of an IP Claim other than an Excluded Claim, Spinscape will, at its option and expense: (a) obtain the continuing right to use the Spinscape technology for you; (b) modify the Spinscape technology so that it no longer infringes so long as the modified Spinscape technology retains substantially similar functionality; or (c) replace it with a product that does not infringe and has substantially similar functionality. If none of these remedies are available on commercially reasonable terms, then Spinscape may terminate the license and refund the unamortized portion of the license fees paid (if any) for the infringing Spinscape technology prorated over a sixty (60)-month period. 4.7. Entire Liability. THE PROVISIONS OF THIS SECTION 4 SET FORTH THE ENTIRE LIABILITY AND THE SOLE REMEDIES OF THE PARTIES WITH RESPECT TO THIRD PARTY INTELLECTUAL PROPERTY INFRINGEMENT CLAIMS. 5. LIMITATIONS OF LIABILITY. 5.1. Limitations of Liability. IN NO EVENT SHALL SPINSCAPE'S LIABILITY EXCEED THE AMOUNTS ACTUALLY PAID BY AND/OR DUE FROM YOU IN THE ONE (1) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM. YOU EXPRESSLY UNDERSTAND AND AGREE THAT SPINSCAPEAND ITS LICENSORS WILL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF SPINSCAPEHAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (I) THE USE OR THE INABILITY TO USE THE SERVICE; (II) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICE RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICE PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE SPINSCAPETECHNOLOGY; (III) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (IV) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SPINSCAPE TECHNOLOGY; OR (V) ANY OTHER MATTER RELATING TO THE SPINSCAPE TECHNOLOGY. YOU ALSO AGREE THAT SPINSCAPE WILL NOT BE LIABLE FOR ANY (A) INTERRUPTION OF BUSINESS, (B) ACCESS DELAYS OR ACCESS INTERRUPTIONS TO THIS SITE OR THE WEB SITE(S) YOUR ACCESS THROUGH THE SPINSCAPE TECHNOLOGY; (C) DATA NON-DELIVERY, MIS-DELIVERY, CORRUPTION, DESTRUCTION OR OTHER MODIFICATION; (D) UNAUTHORIZED ACCESS TO DATA ENTERED IN, OR BREACH OF ANY SECURITY MECHANISMS UTILIZED IN, THE SPINSCAPE TECHNOLOGY OR IN ANY RESTRICTED FIELD THEREIN; OR (E) EVENTS BEYOND COGHEAD'S REASONABLE CONTROL. 5.2. Internet Delays. SPINSCAPE'S SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. SPINSCAPE IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS. 6. MODIFICATIONS. 6.1. Modifications to the Spinscape Technology. Spinscape reserves the right at any time and from time to time to modify the Spinscape Technology (or any part thereof) with or without notice. Should Spinscape choose to permanently discontinue the Spinscape Technology, Spinscape: (i) will send notification to your User Account via email at least sixty (60) days prior to such discontinuance; and (ii) will post notification of this decision on the Spinscape web site at least thirty (30) days prior to such discontinuance. In such instance, you will be responsible for retrieving your data from the Spinscape technology during that sixty (60) day period. You agree that Spinscape will not be liable to you or to any third party for any modification, suspension or discontinuance of the Spinscape Technology, or for any resulting loss or destruction of Maps and Nodes that you place on the Spinscape technology. Spinscape may specify from time to time the version(s) of related products required in order to use the Spinscape Technology ( e.g. supported browser versions). 6.2. Modifications to this Agreement. Spinscape may periodically change the terms of this Agreement. In the event Spinscape modifies this Agreement, Spinscape will post it to the Spinscape web site and promptly thereafter, notify your User Account via email that such posting has been made. Your continued use of any of the Spinscape Technology after such modification will constitute your acceptance of this Agreement with the new modifications. If you do not agree to any of such changes, you may terminate this Agreement and immediately cease all access and use of the Spinscape Technology. You agree that such termination will be your exclusive remedy if you do not wish to abide by any changes to this Agreement. In addition, Spinscape may at any time introduce separate Agreements for users in certain jurisdictions and require users in these jurisdictions to agree to the separate Agreements. Spinscape may also require such users to agree that termination of the separate Agreements and cessation of all access and use of the Spinscape Technology would be their exclusive remedy if they do not wish to comply with the separate Agreement. 7. TERM AND TERMINATION. 7.1. Term. The Term of this Agreement will be effective upon registration and thereafter will continue on a month-to-month basis, until terminated with notice by either party, or until terminated as specified below. 7.2. Your Termination. You may terminate this Agreement at any time. 7.3. Spinscape's Termination. You acknowledge and agree that Spinscape in its sole discretion, may suspend or terminate your account and/or deny you access to, use of, or submission of, all or part of the Spinscape Technology, without prior notice if you engage in any conduct that Spinscape believes: (i) violates the letter or spirit of any term or provision of this Agreement; (ii) violates the rights of Spinscape or third parties; (iii) is otherwise inappropriate for continued access and use of the Spinscape Technology; or (iv) any of your permitted business associates violate their License Agreements with Spinscape. You agree that upon termination of this Agreement pursuant to this Section 7.3, Spinscape may delete all files and information related to your User Account and may bar your access to your User Account and the Spinscape Technology. At your written request and expense, Spinscape will provide you access to the most recent data from your User Account for retrieval purposes for a period of two (2) business days prior to deletion. Notwithstanding the foregoing, Spinscape will not provide you access to the most recent data from your User Account if Spinscape believes that such data violates the rights of Spinscape or third parties. Further, you agree that Spinscape will not be liable to you or any third party for any termination of your access to the Spinscape Technology. 7.4. Nonpayment and Suspension. In addition to any other rights granted to Spinscape herein, Spinscape reserves the right to suspend or terminate this Agreement and your access to the Spinscape Technology if your User Account becomes past due (falls into arrears). Past due invoices (accounts in arrears) are subject to interest of 1.0% per month on any outstanding balance, or the maximum permitted by law, whichever is less, plus all expenses of collection. You will continue to be charged for your license(s) during any period of suspension. If you or Spinscape initiates termination of this Agreement, you will be obligated to pay the balance due on your User Account computed in accordance with the Fees section in Section 2.1 above. You agree that Spinscape may charge such unpaid fees to your credit card or otherwise bill you for such unpaid fees. Spinscape reserves the right to impose a reconnection fee in the event you are suspended and thereafter request access to the Spinscape Technology. You agree and acknowledge that Spinscape has no obligation to retain Maps and Nodes and that Maps and Nodes may be irretrievably deleted if your account is thirty (30) days or more past due. 7.5. Survival. The following provisions of this Agreement will survive the termination or expiration of this Agreement: Sections 4 (Indemnification), 5 (Limitations of Liability), 7 (Termination), 8 (Confidential Information) and 9 (General Terms). 8. CONFIDENTIAL INFORMATION. 8.1. Spinscape's Confidential Information. The term "Spinscape's Confidential Information" will include any business, operational or technical information provided to you by Spinscape hereunder that is marked or otherwise identified as confidential or proprietary, or that you know or should know is confidential or proprietary. You acknowledge that Spinscape's Confidential Information contains valuable and confidential information that is proprietary to Spinscape and constitutes trade secrets and unpublished copyrighted material of Spinscape. 8.2. Exclusions. Confidential Information will not include any material or information that: (i) is or becomes a part of the public domain through no act or omission by the receiving party; (ii) is independently developed by employees of the receiving party without use or reference to the Confidential Information of the other party; (iii) is disclosed to the receiving party by a third party that, to the receiving party's knowledge, was not bound by a confidentiality obligation to the other party; or (iv) is demanded by a lawful order from any court or any body empowered to issue such an order. Each party agrees to notify the other promptly of the receipt of any such order, and to provide the other with a copy of such order and a reasonable opportunity to seek protective measures for the information demanded. 9. GENERAL TERMS. 9.1. Local Laws and Export Control. You acknowledge that the exportation from the United States of the Spinscape technology and related technical data is subject to compliance with United States export laws including without limitation the United States Bureau of Export Administration's Export Administration Regulations and the regulations of any other United States government agency, which restrict exports, re-exports and release of United States origin products and their related technical data. You agree to commit no act which, directly or indirectly, would violate any United States law, regulation or treaty, or any other international treaty or agreement, relating to the export, re-export or release of any of the products or associated technical data to which the United States adheres or with which the United States complies. Spinscape and its licensors make no representation that the Spinscape technology is appropriate or available for use in other locations. If you use the Spinscape technology from outside the United States, Switzerland and/or the European Union, you are solely responsible for compliance with all applicable laws, including without limitation export and import regulations of other countries. Any diversion of the Your Application contrary to United States, Swiss or European Union (including European Union Member States) law is prohibited. 9.2. Notices. Spinscape may give notice by means of a general notice on the Spinscape website, electronic mail to your email address on record in your User Account information, or by written communication sent by first class mail or pre-paid post to your address on record in your User Account information. Such notice will 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). You may give notice to Spinscape at any time by any of the following: letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail to Spinscape's addresses on its website. 9.3. Assignment. This Agreement may not be assigned by you without the prior written approval of Spinscape but may be assigned without your consent by Spinscape to (i) a parent or subsidiary, (ii) an acquirer of assets, or (iii) a successor by merger. Any purported assignment in violation of this section will be void. 9.4. Governing Law; Venue. This Agreement will be governed by and construed in accordance with the laws of the State of Michigan without regard to any contrary conflicts of law principles. All legal actions arising under this Agreement will be initiated and maintained in the state or federal courts in Detroit, Michigan. Both parties hereby irrevocably consent to such jurisdiction and venue. 9.5. Attorneys' Fees and Costs. The prevailing party in any legal action or arbitration relating to this Agreement will be entitled to recover its attorneys' fees and litigation costs and expenses incurred in connection with such action or arbitration as part of the same proceeding. 9.6. Arbitration. The parties hereto irrevocably agree that any and all controversies, directly or indirectly related to this Agreement, will be submitted to final and binding arbitration before an arbitrator from the American Arbitration Association, Southfield, Michigan ('AAA'). The parties will jointly select an individual to arbitrate such controversies from the AAA office panel of attorneys and judges. If they are unable to do so, they will apply to AAA to have an individual appointed to arbitrate all matters pursuant to this Agreement. References to AAA will include any successor entity. Notwithstanding the foregoing, a party will be entitled to injunctive relief from a court of competent jurisdiction in the venue specified in Section 9.4 to prevent or remedy any breach of the other party's confidentiality obligations or the provisions of Section 1. 9.7. Severability. In the event that any provision of this Agreement is found invalid or unenforceable, it will be enforced to the extent permissible and the remainder of this Agreement will remain in full force and effect. 9.8. Entire Agreement; Amendments. This Agreement constitutes the complete agreement between the parties with respect to its subject matter and supersedes all prior or contemporaneous discussions, representations, and proposals, written or oral, with respect to the subject matters discussed herein. No modification of this Agreement will be effective unless contained in writing and signed by an authorized representative of each party. Notwithstanding applicable law, electronic communications will not be deemed signed writings. 9.9. Waiver. The failure of a party to prosecute its rights with respect to a breach hereunder will not constitute a waiver of the right to enforce its rights with respect to the same or any other breach. 9.10. Statute of Limitations. Any claim, demand or cause of action relating to this Agreement will be deemed barred and forever waived if legal action or arbitration is not commenced with respect to such claim, demand or cause of action within two (2) years after the aggrieved party first acquires actual notice of such claim, demand or cause of action. 9.11. IP Claims. Any dispute, controversy or claim arising under, out of or relating to intellectual property rights of Spinscape as set forth in subsection 1.4 of this agreement shall be referred to and finally determined by arbitration in accordance with the WIPO Expedited Arbitration Rules. The arbitral tribunal shall consist of a sole arbitrator. The place of arbitration shall be in Oakland County, Michigan. The language to be used in the arbitral proceedings shall be in English. The dispute, controversy of claim shall be decided in accordance with the law of the United States and/or Michigan, where appropriate.