CSA hereby grants user a non-exclusive, non-assignable and non-transferable license to use ScholarUniverse.com (the Service) under these terms and conditions. By accessing, browsing and/or using the Service, you acknowledge that you have read, understood, and agree to be bound by these terms and conditions and to comply with all applicable laws and regulations.

1. USE OF THE SERVICE

You may not sublicense, transfer, or download for storage the Service or any content residing on it or develop or derive for commercial sale any content that incorporates or uses any part of the Service. You may, however, transfer the contents of individual profiles to other users of the Service or download insubstantial amounts of content for your own use, assuming such content is for use in the normal course of business and not for the purposes of creating a derivative product based on the content found within the Service or for the purposes of creating a competitive product to the Service.

2. CONTENT

a. You acknowledge that the content, interface, and functionality of the Service are proprietary to CSA or to the third party suppliers of content. All content on the Service is protected by copyright, and owned or controlled by CSA or the party credited as the provider of the content. CSA claims no ownership rights to the sources of content that comprise the content of the Scholar Universe database but only to the compilation, categorization, integration, and interpretation of that content.

b. CSA will utilize reasonable commercial efforts to provide the Service on a 24/7 basis but it shall not be responsible for any disruption. CSA shall not be liable for losses or damages you may incur due to any errors or omissions in any content or any inaccurate interpretations of content, or due to your inability to access content due to disruption of the Service.

3. SECURITY

In using the Service, you agree not to: (i) access content not intended for your user status or account level, or log into a server or account that you are not authorized to access; (ii) attempt to test, scan, probe or hack the vulnerability of the Service or any network used by the Service or CSA or to breach security, encryption or other authentication measures; or (iii) attempt to interfere with the Service by overloading, flooding, pinging, mail bombing or crashing it; (iv) reverse engineer, decompile or disassemble any portion of the Service; (v) use or attempt to use any engine, software, tool, agent or other device or mechanism (including without limitation browsers, spiders, robots, avatars or intelligent agents) to navigate or search any portion of the Service site other than the Scholar Universe search engine and search agents available from CSA on such site and other than generally available third party web browsers (e.g., Netscape Navigator and Microsoft Explorer).

4. SUBMISSIONS

You are solely responsible for the content of any submission you make to the Service. You agree not to impersonate any person or entity or use the Service to falsely state or otherwise misrepresent your affiliation with a person or entity. Any information sent to CSA will be deemed not to be confidential and may be used by CSA as it deems appropriate. CSA reserves the right to delete, move, or edit information that it, in its sole discretion, deems abusive, defamatory, obscene, in violation of copyright or trademark laws, or otherwise inappropriate.

5. LINKS

The Service contains links to other related World Wide Web Internet sites. CSA is not responsible for the availability of these outside resources or their contents. You should direct any concerns regarding any external link to the site administrator or Webmaster of such site.

6. MAILING LIST SUBSCRIBERS

a. Subscribers to the Service‘s mailing list export feature may download content onto a local drive or mail management system for the exclusive purpose of generating mailing addresses. All names and mailing or email addresses exported are for use on a one-time basis and may not be stored in the user?s system or a mailing management system for future use.

b. Use of any of the content obtained through the Service, specifically including mailing addresses and email addresses, to send mail or email to any individual must fully comply with all federal and state laws protecting said individuals from unsolicited email. Specifically, all commercial email messages must comply with the "Can-Spam Act of 2003" and European Union anti-spam laws.

c. CSA takes great pains to assure that only the most professionally relevant products and services are made available to individuals profiled within the Service. As a result, mailing exports of any kind must be used only for products or services offered by the primary account holder.

7. NO WARRANTIES

CSA or its third party suppliers of content are providing the Service in an "as is" condition. Neither CSA nor its third party suppliers of content warrants, guarantees, or makes representations regarding the accuracy, completeness, correctness, reliability, currency, or otherwise of the content or the use or results to be obtained from using the content. CSA makes no representations or warranties whatsoever, express or implied, with respect to the Service, regarding merchantability, noninterference, noninfringement, informational content, or fitness for a particular purpose with regard to the Service.

8. LIMITATION OF LIABILITY

Neither CSA nor its third party suppliers of content shall be liable for any damages or losses, including, without limitation, direct, indirect, consequential, special, incidental or punitive damages, resulting from or caused by the Service or its content, regardless of whether the possibility of such damages was foreseeable. Without limiting the foregoing, CSA‘s liability, if any, shall be limited to the price paid by customer for the Service.

9. INDEMNIFICATION.

Each party agrees to indemnify and hold harmless the other party from and against any cost, loss or expense (including attorney's fees) resulting from any claims by third parties for loss, damage or injury allegedly caused by the actions, omissions or misrepresentations of the other party. Notwithstanding the foregoing, Neither CSA nor its third party content suppliers shall have any obligation to you if the claim arises out of (i) the use of the content for mailing list purposes or (ii) your breach of any of these terms and conditions.

10. AMENDMENTS TO THIS AGREEMENT AND CHANGES TO THE SERVICE.

CSA may revise these Terms and Conditions at any time by updating them on our website. Changes will be binding on you on the date they are posted on the website (or as otherwise stated in any notice to you of such changes). If CSA makes a material change to these Terms and Conditions, notice to that effect will be posted on the ScholarUniverse.com website and a link will be provided to the current Terms and Conditions. CSA recommends that you periodically review our website to remain aware of the current Terms and Conditions.

11. TERM AND TERMINATION

CSA may cancel the service if customer violates any of the terms and conditions set forth herein.

12. GOVERNING LAW

This Agreement shall be governed by the applicable Maryland and federal laws, and you hereby give your consent to have any action or dispute between yourself and CSA resolved exclusively within the jurisdiction of the state and federal courts located in the State of Maryland. Use of the Service is unauthorized in any jurisdiction that does not give effect to all provisions of these terms and conditions, including without limitation this paragraph.

October 11, 2006