PACKETLOGIX, INC. WEBSITE TERMS OF SERVICE AGREEMENT

1. General. THIS TERMS OF SERVICE AGREEMENT (“AGREEMENT”) IS THE CONTRACTUAL AGREEMENT BETWEEN YOU AND PACKETLOGIX, INC. (THE “COMPANY”) REGARDING YOUR USE OF THE PACKETLOGIX, INC. WEB SITE (“WEB SITE”), ANY SOFTWARE AND MATERIALS PROVIDED TO YOU BY THE COMPANY AND THE ACTIVITIES AND TRANSACTIONS CONDUCTED THROUGH THE WEB SITE (THE “SERVICES”). PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY BEFORE USING THE WEB SITE, ACCESSING OUR CONTENT (AS DEFINED HEREIN) AND/OR USING THE SERVICES. YOUR USE OF THIS WEB SITE, THE CONTENT AND THE SERVICES MAY ALSO BE SUBJECT TO VARIOUS LAWS AND REGULATIONS. IN ADDITION, BY USING THE WEB SITE OR THE SERVICES OR ACCESSING THE CONTENT, YOU ARE CONSENTING TO THE FOLLOWING TERMS AND CONDITIONS AS THEY APPLY TO YOU AND YOUR USAGE AND ACCESS. IF YOU DO NOT AGREE TO ANY OF THE FOLLOWING TERMS OR CONDITIONS YOU SHOULD NOT USE THE WEB SITE OR THE SERVICES OR ACCESS THE CONTENT.

2. Terms of Service. The Company provides this Web Site, the Content and the Services to you subject to the following Terms of Service (“TOS”). The TOS may be updated by us from time to time without notice. We suggest, therefore, that from time to time, you review the TOS for possible changes. In addition, when using particular the Services or accessing Content, you will be subject to any posted guidelines or rules applicable to such services or such content which may be posted from time to time. All such guidelines or rules are hereby incorporated by reference into the TOS. YOU CAN REVIEW THE MOST CURRENT VERSION OF THE TOS AT ANY TIME AT: [URL]

3. Description of Services. In addition to providing you with the Services, the Company may also provide access to certain footage (video and audio), photographs, text, images, statistics, logos and other media and intellectual property relating to the Services (the “Content”). Unless stated otherwise, any new features that augment or enhance the current Services shall be subject to the TOS.

4. Content. You acknowledge that the Services contain Content that is protected by copyrights, trademarks, trade secrets or other proprietary rights, and that these rights are valid and protected in all forms, media and technologies existing now or hereinafter developed. Except as expressly permitted in writing with respect to particular Content, you may not modify, copy, publish, transmit, participate in the transfer or sale, create derivative works, or in any way exploit, any of the Content, in whole or in part. Except as provided in the preceding sentence or as permitted by the fair use privilege under the U.S. Copyright laws (see e.g., 17 U.S.C. § 107), you may not upload or post to the website or, reproduce, or distribute any third party content protected by copyright, or other proprietary right, without obtaining permission of the copyright owner. Use of any software shall be governed by the software license agreement accompanying such software or, if none exists, then such use shall be proscribed by the terms governing licensing and use of the Services as provided herein. Further, you may not distribute, modify, republish or publicly display any of the Content unless you have the prior, written permission of the Company. The Company does not guaranty the accuracy, quality, integrity or tastefulness of the Content. In using the Services, you agree not to post, email, or otherwise transmit: (a) Content that is unlawful, threatening, harmful, abusive, defamatory, obscene, or which invades another person’s privacy or furthers the commission or concealment of a crime; (b) False or forged headers or other identifiers that mask, disguise, or misrepresent the origin of your Content; (c) Content that you do not have a right to transmit under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements); (d) Content that is the subject of, or which infringes upon, any patent, trademark, trade secret, copyright, or other intellectual property right of a person or entity; (e) Unauthorized and/or unsolicited advertising or promotional material, including all forms of “spam,” chain letters, and pyramid schemes; (f) Content containing software viruses or other computer code designed to interrupt, corrupt, or impair the content or operation of any computer or telecommunications program or device; (g) Content that in any way interferes with or disrupts the Services or any servers or networks connected to the Services; or (h) Programs or routines designed to collect or store personal data about other users, or to automatically contact users with the intent of “stalking” or otherwise harassing them. (i) Content that impersonates any person or entity, including, but not limited to, a Company official or falsely states or otherwise misrepresent your affiliation with a person or entity; or (j) Content that harms or attempts to harm minors in any way.

5. Distribution/Uploading of Third Party Content; Linking, Export. (a) Third-Party Content. You are liable for any damage resulting from any infringement of copyrights, proprietary rights, or any other harm arising from the submission of third party Content. By submitting Content to any “Public Area” (Public Area(s) are those areas of the Services, to the extent they exist, that are generally accessible, such as chat rooms, message boards, and file uploads) you automatically grant, or warrant that the owner of such Content has expressly granted the Company a royalty-free, perpetual, irrevocable, non-exclusive right and license to use, reproduce, modify, adapt, publish, translate and distribute the Content (in whole or part) worldwide and/or to incorporate it in other works in any form, media, or technology now known or hereafter developed for the full term of any copyright that may exist in such Content. To the extent you transmit any message or upload any Content to the Web Site or any Services, and to the extent that such Content includes creative ideas, concepts, know-how, techniques, suggestions or improvements (collectively “Developments”), you are, by transmitting or uploading such Content, granting the Company a perpetual, royalty-free, sub-licensable, non-exclusive, worldwide and irrevocable right and license to use, reproduce, modify, publish, translate, prepare derivative works based upon, and distribute such Developments for any purpose and in any form. This license is granted automatically and no payment of any kind will be due to you. At times, the Company may solicit ideas or other Developments from visitors. Your provision of any such Developments in response to a solicitation by the Company shall be subject to a grant of a license to the Company as specified above. (b) Linking. The Services may provide, or third parties may provide, links to other World Wide Web sites or resources. Because the Company has no control over such sites and resources, you acknowledge and agree that the Company is not responsible for the availability of such external sites or resources, and does not endorse and is not responsible or liable for any content, advertising, products, or other materials on or available from such sites or resources. You further acknowledge and agree that the Company shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods or services available on or through any such site or resource. (c) Export. The U.S. export control laws regulate the export and re-export of technology originating in the United States. This includes the electronic transmission of information and software to foreign countries and to certain foreign nationals. You agree to abide by these laws -- including but not limited to the Export Administration Act, the Arms Export Control Act and their implementing regulations -- and not to transfer, by electronic transmission or otherwise, any Content derived from the Services to either a foreign national or a foreign destination without first obtaining any required government authorization. You further agrees not to upload data or software that cannot be exported without prior written government authorization, including, but not limited to, certain types of encryption software. This assurance and commitment shall survive termination of the Agreement.

6. Access to Service. In consideration for use of the Services, you agree to (a) provide true, accurate, current and complete information about yourself as requested in connection with the provision of and/or registration for any of the Services. If you provide any information that is untrue, inaccurate, not current or incomplete, or the Company has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, the Company has the right to suspend or terminate your account and refuse any and all current or future use of the Services, as provided in Section 10. In order to use the Web Site or the Services, or access the Content, you must obtain access to the World Wide Web and pay any service fees associated with such access. In addition, you must provide all equipment necessary to make such connection to the World Wide Web, including a computer and modem or other access device.

7. Control of Content. You acknowledge that the Company does not pre-screen Content, but that the Company and its designees shall have the right (but not the obligation) in their sole discretion to refuse or move any Content that is available via the Services. Without limiting the foregoing, the Company and its designees shall have the right to remove any Content that violates the TOS or is otherwise objectionable. You agree that you must evaluate, and bear all risks associated with, the use of any Content, including any reliance on the accuracy, completeness, or usefulness of such Content. In this regard, you acknowledge that you may not rely on any Content created by the Company or submitted to the Company, including without limitation information in the Company message boards and in all other parts of the Services. You acknowledge and agree that the Company may preserve Content and may also disclose Content if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to: (a) comply with legal process; (b) enforce the TOS; (c) respond to claims that any Content violates the rights of third-parties; or (d) protect the rights, property, or personal safety of the Company, its users and the public. You understand that the technical processing and transmission of the Services, including Content which you provide, may involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices.

8. Indemnification. You agree to indemnify and hold the Company, and its subsidiaries, affiliates, officers, directors, agents, co-branders or other partners, and employees, harmless from any claim or demand, including reasonable attorneys’ fees, made by any third party due to or arising out of Content you submit, post to or transmit through the Services, your use of the Services, your connection to the Services, your violation of the TOS, or your violation of any rights of another.

9. Modifications to Services. The Company reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Services (or any part thereof) with or without notice. You agree that the Company shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Services.

10. Termination. The Company may terminate your use of the Web Site and the Services immediately if (i) you breach any of these TOS, (ii) the Company is unable to verify or authenticate any information you provide to the Company, (iii) you fail to pay any payment obligation due to the Company that is not disputed in good faith, or (iv) you materially breach any other obligation to the Company under any other agreement between you and the Company. At the end of the term, you agree to (i) cease using the Services and (ii) permit the Company to delete and destroy all data provided by you to the Company.

11. Proprietary Rights. You acknowledge and agree that the Services and any software used in connection with the Services (“Software”) contain proprietary and confidential information that is protected by applicable intellectual property and other laws. You further acknowledge and agree that Content that may be contained in sponsor advertisements or information presented to you through the Services or advertisers is protected by copyrights, trademarks, service marks, patents or other proprietary rights and laws. Except as expressly authorized by the Company or advertisers, you agree not to modify, rent, lease, loan, sell, distribute or create derivative works based on the Services or the Software, in whole or in part. The Company grants you a personal, non-transferable and non-exclusive right and license to use the object code of its Software on a single computer; provided that you do not (and do not allow any third party to) copy, modify, create a derivative work of, reverse engineer, reverse assemble or otherwise attempt to discover any source code, sell, assign, sublicense, grant a security interest in or otherwise transfer any right in the Software. You agree not to modify the Software in any manner or form, or to use modified versions of the Software, including (without limitation) for the purpose of obtaining unauthorized access to the Services. You agree not to access the Services by any means other than through the interface that is provided by the Company for use in accessing the Services.

12. Trademarks. The Company logos and product and service names are trademarks of the Company Inc. (the “the Company Marks”). Without the Company’s prior permission, you agree not to display or use in any manner, the Company Marks.

13. Disclaimer of Warranties. YOU EXPRESSLY UNDERSTAND AND AGREE THAT: (a) YOUR USE OF THE SERVICES AND THE CONTENT IS AT YOUR SOLE RISK. THE SERVICES AND THE CONTENT ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. THE COMPANY EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. (b) THE COMPANY MAKES NO WARRANTY THAT (i) THE SERVICES OR THE CONTENT WILL MEET YOUR REQUIREMENTS, (ii) THE SERVICES OR THE CONTENT WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (iii) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES OR THE CONTENT WILL BE ACCURATE OR RELIABLE, (iv) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICES WILL MEET YOUR EXPECTATIONS, AND (V) ANY ERRORS IN THE SOFTWARE WILL BE CORRECTED. (c) ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICES IS DONE AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL. (d) NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM THE COMPANY OR THROUGH OR FROM THE SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TOS.

14. Limitation of Liability. YOU EXPRESSLY UNDERSTAND AND AGREE THAT THE COMPANY SHALL 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 THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (i) THE USE OR THE INABILITY TO USE THE SERVICES OR THE CONTENT; (ii) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE SERVICES; (iii) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (iv) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICES OR IN THE CONTENT; OR (v) ANY OTHER MATTER RELATING TO THE SERVICES OR THE CONTENT.

15. Notice. Except as required by law, notices to you may be made via either email or regular mail. The Services may also provide notices of changes to the TOS or other matters by displaying notices or links to notices to you generally on the Services.

16. Severability. If any provision of this Agreement is held to be invalid or unenforceable, such provision will be stricken and the remaining provisions enforced.

17. Headings. Headings and captions of the section and paragraphs are for reference purposes only.

18. Governing Law and Jurisdiction. This Agreement shall be governed by the laws of the Commonwealth of Virginia without regard to the conflict of laws provisions of other jurisdictions. You consent to submit to jurisdiction and venue in the state and federal courts located in the Commonwealth of Virginia and further agree that any cause of action you may bring arising under your use of the Web Site or the Services will be brought by you exclusively in a state or federal court located in the Commonwealth of Virginia.

19. General Provisions. By using the Web Site and the Services, you represent and warrant that you can form legally binding contracts under applicable law. This Agreement, and any agreements incorporated by reference herein, set forth the entire understanding and agreement between you and the Company with respect to the subject matter hereof.