ScreenMedia Daily RFP NOW e-Sourcing Service— Terms of Service Agreement

IMPORTANT-READ CAREFULLY: YOUR USE OF THE SCREENMEDIA DAILY's RFP NOW ESOURCING SERVICE (THE 'SERVICES') IS CONDITIONED UPON YOUR COMPLIANCE AND ACCEPTANCE OF THESE TERMS. BY CLICKING THE "SUBMIT FORM" BUTTON YOU (EITHER AN INDIVIDUAL OR ENTITY) AGREE TO BE BOUND BY THESE TERMS AND CONDITIONS. IF YOU DO NOT AGREE TO THESE TERMS, THEN PLEASE DO NOT USE THIS SERVICE.

This is a legal agreement ("Agreement") between You and ScreenMedia Daily for use of ScreenMedia Daily RFP NOW e-Sourcing services which You selected or initiated. 'You' refers to the individual who registered and/or provided ScreenMedia Daily RFP NOW with information to send to subscribers of this service. or, if an individual is utilizing the RFP NOW e-Sourcing services on behalf of an entity is authorized to use the Services on behalf of such entity, then 'You' refers to such entity. If You do not agree with the terms of this Agreement, then please don't use this service. Any software associated with the Services is protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties.

1. SERVICES. ScreenMedia Daily RFP NOW e-Sourcing services will provide the Services in accordance with this Agreement. ScreenMedia Daily RFP NOW e-Sourcing services may at its sole discretion modify the features of the Services from time to time without prior notice. ScreenMedia Daily also reserves the right to terminate this service at anytime. ScreenMedia Daily RFP NOW e-Sourcing services acts as a hub to distribute information in an between You and our subscribers. You agree to allow ScreenMedia Daily RFP NOW e-Sourcing services to distribute your information to our advertisers and subscribers of this service.

2. NO COMMERCIAL USE. Other than using the Services for information gathering in which You are an active participant, and as permitted under the terms and conditions of this Agreement or other written agreements between You and ScreenMedia Daily, the Services must be used for internal business purposes only. You may not resell, distribute, make any commercial use of, use on a timeshare or service bureau basis, or use to operate a web site or otherwise generate income from the ScreenMedia Daily RFP NOW e-Sourcing services or use the Services for the development, production or marketing of a service or product substantially similar to the Services. You shall not use the Services in any manner that could damage, disable, overburden, impair, or otherwise interfere with or disrupt the ScreenMedia Daily websites, Services, or any company or networks connected ScreenMedia Daily.

3. RESPONSIBILITY FOR YOUR COMMUNICATIONS. You agree that You are solely responsible for the quality and accuracy of all information either written or audible sent by You through the use of the ScreenMedia Daily RFP NOW e-Sourcing services. You agree that You will use the Services for the sole purpose of gathering information (RFI), quotes (RFQ), and proposals (RFP) for the sole purpose of evaluation of companies, products, and services for installing or upgrading digital signage related projects and deployments. You agree that you will not use information sent to you by subscribers of the RFP NOW e-Sourcing Service for any other purpose.

4. PERSONAL INFORMATION AND DATA PRIVACY. Personal Information supplied by you to ScreenMedia Daily RFP NOW E-Sourcing Service is governed by ScreenMedia Daily Privacy Policy. Your election to use the ScreenMedia Daily RFP NOW E-Sourcing Service, indicates your acceptance of these terms.

5. NO WARRANTIES. YOU UNDERSTAND AND AGREE THAT THE SERVICES ARE PROVIDED "AS IS" AND SCREENMEDIA DAILY RFP NOW E-SOURCING SERVICE , ITS AFFILIATES, SUPPLIERS AND RESELLERS EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. SCREENMEDIA DAILY, ITS AFFILIATES, SUPPLIERS AND RESELLERS MAKE NO WARRANTY OR REPRESENTATION REGARDING THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES, REGARDING THE ACCURACY OR RELIABILITY OF ANY INFORMATION OBTAINED THROUGH THE SERVICES, REGARDING ANY GOODS OR SERVICES PURCHASED OR OBTAINED THROUGH THE SERVICES, REGARDING ANY TRANSACTIONS ENTERED INTO THROUGH THE SERVICES OR THAT THE SERVICES WILL MEET ANY USER'S REQUIREMENTS, OR BE UNINTERRUPTED, TIMELY, SECURE OR ERROR FREE. USE OF THE SERVICES IS AT YOUR SOLE RISK. ANY MATERIAL AND/OR DATA DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICES IS AT YOUR OWN DISCRETION AND RISK. YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOU RESULTING FROM THE USE OF THE SERVICES. THE ENTIRE RISK ARISING OUT OF USE OR PERFORMANCE OF THE SERVICES REMAINS WITH YOU.

6. INDEMNIFICATION. You agree to indemnify, defend and hold harmless ScreenMedia Daily, its affiliates, officers, directors, employees, consultants, agents, suppliers and resellers from any and all third party claims, liability, damages and/or costs (including, but not limited to, attorneys' fees) arising from Your use of the Services, Your violation of this Agreement or the infringement or violation by You or any other user of Your account, of any intellectual property or other right of any person or entity. Without limiting the generality of the foregoing, ScreenMedia Daily, its affiliates, suppliers and Resellers specifically disclaim any express or implied warranty of fitness for such purposes.

SCREENMEDIA DAILY IS NOT RESPONSIBLE TO YOU OR ANY ENTITY FOR ANY INFORMATION SUPPLIED TO YOU BY ANY COMPANIES WHO OBTAINS YOUR INFORMATION THROUGH YOUR PARTICIPATION IN OUR SERVICE. INFORMATION, QUOTES, AND RFPS SENT TO YOU BY SUBSCRIBERS OF THE RFP NOW SERVICE IS THE PROPERTY AND RESPONSIBILITY OF THOSE PARTICIPATING COMPANIES. SCREENMEDIA DAILY AND ITS AFFILIATES SHALL NOT BE HELD LIABLE TO YOU, OR ANY PERSON, OR ENTITY, IN ANY WAY, FOR ANY DAMAGES THAT MAY OCCUR SHOULD YOU DECIDE TO ENGAGE A SUPPLIER, COMPANY, MANUFACTURER, DEVELOPER, OR PROVIDER FOUND THROUGH THE USE OF THE SCREENMEDIA DAILY'S RFP NOW E-SOURCING SERVICE.

SCREENMEDIA DAILY AND ITS PARENT COMPANY, MOTIONSTREAM, SHALL NOT BE LIABLE TO YOU, OR ANY OTHER ENTITY, IN ANY WAY, FOR ANY DAMAGES ARISING OUT OF THE USE OF THIS WEBSITE. IF YOU ENTER INTO AN AGREEMENT WITH ANY COMPANY, PERSON, OR ENTITY FOUND THROUGH YOUR USE OF THE SCREENMEDIA DAILY'S RFP NOW E-SOURCING SERVICE, YOU ENTER INTO SUCH AGREEMENTS AT "YOUR OWN RISK" YOU AGREE TO HOLD HARMLESS SCREENMEDIA DAILY FROM  ANY AND ALL LIABILITY, LAW SUIT, OR LEGAL ACTION.

7. LIMITATION OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL SCREENMEDIA DAILY OR ITS AFFILIATES, SUPPLIERS OR RESELLERS BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, EXEMPLARY OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR ANY OTHER PECUNIARY LOSS OR DAMAGE) ARISING OUT OF THE USE OF OR INABILITY TO USE THE SERVICES OR THE PROVISION OF OR FAILURE TO PROVIDE TECHNICAL OR OTHER SUPPORT SERVICES, WHETHER ARISING IN TORT (INCLUDING NEGLIGENCE) CONTRACT OR ANY OTHER LEGAL THEORY, EVEN IF SCREENMEDIA DAILY, ITS AFFILIATES, SUPPLIERS OR RESELLERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ANY CASE, SCREENMEDIA DAILY'S, ITS AFFILIATES', SUPPLIERS' AND RESELLERS' MAXIMUM CUMULATIVE LIABILITY AND YOUR EXCLUSIVE REMEDY FOR ANY CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL BE LIMITED TO THE AMOUNT ACTUALLY PAID BY YOU FOR THE SERVICES (IF ANY) IN THE PREVIOUS 12 MONTHS.

8. CHOICE OF LAW AND FORUM. This Agreement shall be governed by and construed under the laws of the State of New York, U.S.A., as applied to agreements entered into and to be performed in New York by New York residents. The parties consent to the exclusive jurisdiction and venue of the courts located in and serving Kings County, in the State of New York.

9.GENERAL PROVISIONS. This Agreement embodies the entire understanding and agreement between the parties respecting the subject matter of this Agreement and supersedes any and all prior understandings and agreements between the parties respecting such subject matter. ScreenMedia Daily may change the terms of this Agreement at any time by posting modified terms on its web site. This Agreement has been prepared in the English Language and such version shall be controlling in all respects and any non-English version of this Agreement is solely for accommodation purposes. All notices or other correspondence to ScreenMedia Daily under this Agreement must be sent to rfpnow@screenmediadaily.com, or other address as provided by ScreenMedia Daily for such purpose. Any and all rights and remedies of ScreenMedia Daily upon Your breach or other default under this Agreement will be deemed cumulative and not exclusive of any other right or remedy conferred by this Agreement or by law or equity on ScreenMedia Daily, and the exercise of any one remedy will not preclude the exercise of any other.

The captions and headings appearing in this Agreement are for reference only and will
not be considered in construing this Agreement.