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Date Last Modified: May 23, 2006

This Terms of Use Agreement (this “Agreement”), which is a legal agreement between you (“you”) and Machineweb.com Inc. (“MachineTools”), shall govern your use of and access to MachineTools" Web site located at www.machinetools.com (the “Web site”) and all services provided by MachineTools as described therein (the “Services”). By checking the box or clicking the “I Agree” button at the end of the this Agreement, and/or by accessing and/or using the Web site or Services, you (x) accept this Agreement and agree to be bound by each of its terms, and (y) represent and warrant to MachineTools that (i) you have the authority to enter into this Agreement, (ii) this Agreement is binding and enforceable against you, (iii) if you are signing this Agreement on behalf of an entity, you have authority to accept this Agreement on behalf of the company for which you work (if applicable), and (iv) you have read and understand MachineTools’ Privacy Policy (the “Privacy Policy”), the terms of which are posted at the Web site and incorporated herein by reference, and agree to abide by the Privacy Policy. If you do not agree with any of the terms contained herein, you should click the “I do not Agree” button at the end of this Agreement and immediately cease any and all activities on the Web site and/or use of any Services.

Please read this Agreement carefully. Even if you fail to accept this Agreement as described above, by accessing the Web site and any pages thereof, you agree to be bound by the terms and conditions below. If you do not agree to these terms and conditions or anything contained in this Agreement, do not access or otherwise use the Web site.

MachineTools may amend any part of this Agreement at any time, and the amended terms will be effective 10 days after initial posting at the Web site. In addition, MachineTools may, without prior notice, add, delete or modify some or all of the Services and/or content available on the Web site at any time in its sole discretion. Further, MachineTools may discontinue disseminating any portion of information or category of information, may change or eliminate any transmission method and may change transmission speeds or other signal characteristics. If Any of These Rules or Any Future Changes Are Unacceptable to You, You Should Immediately Discontinue Use of the Services and Web Site. Your Continued Use of the Services or Web Site Now, or Following the Posting of Any Changes in This Agreement, Will Indicate Acceptance by You of Such Rules, Changes and/or Modifications. You should review this Agreement periodically to ensure you become aware of changes which are made to this Agreement by MachineTools from time to time. The Services are described within various pages of the Web site. You should review these pages to gain a better understanding of the Services and the goals behind the Web site. At a general level, MachineTools serves as a resource to learn about the machine tool industry and as an online directory to list machines, tooling and related items and services for sale. In addition, MachineTools has entered into various arrangements with third parties to offer other products and services at the Web site, including, without limitation, financing, lubricants and metals.

MachineTools is not a manufacturer, retailer or re-seller with respect to machinery, equipment or any other products or services listed on the Web site. Rather, MachineTools is merely an online resource for buyers and sellers of these goods and services to locate one another. MachineTools does not endorse or recommend the products or services of any particular company or manufacturer. MachineTools is not your agent, nor is MachineTools an agent for any of the companies which list products and/or services at the Web site. MachineTools’ services are administrative only. MachineTools, in this regard, is providing nothing more than a listing service where such products and/or services can be purchased directly from such third party vendors or resellers, and MachineTools shall not be liable in any way for the condition of any such product, the performance of any such service or any other action taken by any of these third party vendors. You agree that MachineTools shall not be liable for any damages or costs of any type arising out of or in any way connected with your purchase and/or use of any machine, tooling, equipment or other item or service at the Web site.

More specifically, MachineTools provides the Services and the Web site so that sellers may offer assets for sale and buyers may place offers to purchase these assets directly with the seller. As such, MachineTools is neither a principal interested in the transactions, nor an agent of buyer or seller. MachineTools does not have the power to transfer title to any assets offered by sellers at the Web site. Because MachineTools is not a party to any transaction, MachineTools does not make, and should not be construed as having made, any representation or warranty of any kind concerning any of the offered assets, including without limitation any representation or warranty regarding the quality, safety or legality of the offered assets, or the truth or accuracy of any offerings. Additionally, MachineTools makes no representation or warranty of any kind as to the willingness or ability of either a buyer or seller to complete a sale. Buyers and sellers are solely responsible for independently verifying the background and credit-worthiness of those parties with whom they enter into, or with whom they prospectively will enter into, a transaction, as well as the condition or any description of an asset involved in a prospective transaction.

Further to your release above, in the event of any controversy or dispute regarding any transaction conducted through use of the Services or the Web site (a "Dispute"), you hereby release MachineTools, its affiliates and subsidiaries, and their respective directors, officers, employees, agents, shareholders, co-branders, partners, successors and assigns (the "Released Parties"), and each of the foregoing, from any and all manner of action, claim or cause of action or suit, at law or in equity, and from any and all losses, damages, costs or expenses, including without limitation court costs and attorneys' fees, which you may have against the Released Parties, or any of them, known or unknown, disclosed or undisclosed, which arise out of or relate in any way to a Dispute. If you are a California resident, you hereby waive your rights under Section 1542 of the California Civil Code, which states: "A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor."

MachineTools expressly reserves the right to discontinue, suspend or terminate the offering of one or all of its services at any time. Fees charged for the various products and/or services offered at the Web site, including fees for listing machines and accessing the MM Service (as defined below), are set forth in various locations throughout the Web site or in a separate document. In consideration for providing the Services, you agree to pay all such fees which are due and owing on account of the selections you have made at the Web site or through a MachineTools representative (collectively, the "Fee"). Fees are payable as set forth in the applicable portion of the Web site, and you hereby agree to pay all costs and expenses incurred by MachineTools (including attorneys' fees) in collecting past due Fees. In addition, past due Fees shall accrue interest at the lesser of 15% per annum or the maximum rate allowed by law. By checking the "I Accept" box at the end of this Agreement or otherwise using any Services, you hereby agree to pay all Fees due and owing to MachineTools (and, if applicable, authorize MachineTools to charge the credit card you have on file with MachineTools for all Fees due and owing hereunder). All fees described herein (including, without limitation, the Fees) are non-refundable. In addition to the Services described above, you may be able to search for information and additional service providers in various portions of the Web site. All content and data included in any such section has been provided to MachineTools by a third party, and MachineTools does not guarantee the accuracy of any listing generated by your search. Such service is offered by MachineTools for informational purposes only, and MachineTools shall not be liable to you or any third party on account of any information posted or displayed in connection with this service. All contents of the Web site are: Copyright © 1999 - 2009 MachineWeb Inc. All rights reserved. "MachineTools" is a service mark of MachineWeb Inc. Other product and company names mentioned herein or within the Web site may be the trademarks or service marks of their respective owners. To this end, you may not, without the prior, written consent of MachineTools or the applicable copyright holder, modify, publish, transmit, participate in the transfer or sale of, reproduce, create new works from, distribute, perform, display, or in any way exploit, any of the content posted at the Web site or otherwise owned by MachineTools. This Agreement shall not be deemed to transfer from MachineTools or any licensor to you (i) any of MachineTools' intellectual property (including, without limitation, patents, trademarks, service marks, trade names, copyrights and licenses), technology, software programs or any related assets owned by MachineTools, or (ii) any rights to use or license any of the foregoing except as explicitly set forth in this Agreement. MachineTools intends that the information contained in the Web site be accurate and reliable; however, errors sometimes occur. In addition, changes and improvements to the information provided herein or on the Web site may be made by MachineTools at any time. THE WEB SITE AND THE INFORMATION, SOFTWARE, PRODUCTS AND SERVICES (INCLUDING, WITHOUT LIMITATION, THE MM SERVICE) ASSOCIATED WITH IT ARE PROVIDED "AS IS, WHERE IS AND AS AVAILABLE." Machinetools Disclaims Any Warranty of Any Kind, Whether Express or Implied, As to Any Matter Whatsoever Relating to the Web Site and Any Information, Software, Products and Services Provided Within the Web Site, Including Without Limitation (I) the Implied Warranties of Merchantability, Fitness for a Particular Purpose, Title, and Noninfringement, and (Ii) As to the Results That May Be Obtained by Use of the Web Site or Any of Machinetools' Services or Products Purchased Through the Web Site (Including, Without Limitation, the Mm Service). Use of the Web Site and/or Machinetools' Services Is at Your Own Risk. Machinetools Is Not Liable for Any Direct, Indirect, Punitive, Incidental, Special or Consequential Damages or Other Injury Arising out of or in Any Way Connected With the Use of the Web Site and/or Machinetools' Services or With the Delay or Inability to Use the Web Site, or for Any Information, Software, Products and Services Obtained Through the Web Site, or Otherwise Arising out of the Use of the Web Site, Whether Resulting in Whole or in Part, from Breach of Contract, Tortious Behavior, Negligence, Strict Liability or Otherwise, Even if Machinetools and/or Its Suppliers Had Been Advised of the Possibility of Damages. Some Jurisdictions Do Not Allow the Exclusion of Implied Warranties, So the Above Exclusion May Not Apply to You. in All Events, the Aggregate Liability of Machinetools for Any Reason and Upon Any Cause of Action, Whether in Contract, Tort or Otherwise, Shall Not Exceed the Amount of Fees Paid by You to Machinetools Via the Web Site. You are responsible, at your sole cost and expense, for providing all equipment necessary to access the Internet, the Web site and/or the Services. While it is MachineTools' objective to make the Web site accessible 24 hours per day, 7 days per week, the Web site may be unavailable from time to time for any reason including, without limitation, routine maintenance. You understand and acknowledge that due to circumstances both within and outside of the control of MachineTools, access to the Web site and/or Services (including, without limitation, the MM Service) may be interrupted, suspended or terminated from time to time. You Agree That Machinetools Shall Not Be Liable for Any Damages Arising from Any Such Interruption, Suspension or Termination of the Web Site and/or Service and That You Shall Put in Place Contingency Plans to Account for Such Periodic Interruptions or Suspensions of the Web Site and/or Service. As a condition of use of the Web site and/or the Services, you agree to indemnify MachineTools from and against any and all liabilities, expenses (including attorneys' fees) and damages arising out of claims resulting from your use of the Web site or any of the Services, including without limitation any claims alleging facts that if true would constitute a breach by you of this Agreement. The Web site may contain links to web sites maintained by third parties. Such links are provided for your convenience and reference only. MachineTools does not operate or control in any respect any information, software, products or services available on such web sites. MachineTools' inclusion of a link to a web site does not imply any endorsement of those services or the web site, its contents or its sponsoring organization. MachineTools is not responsible for any errors or delays in responding to an inquiry or RFQ or otherwise processing information submitted by you at the Web site, including, without limitation, those caused by (i) an incorrect e-mail address or telephone number provided by you, (ii) the failure of a third party to timely respond to any such inquiry or RFQ, or (iii) technical problems. Any claim or controversy arising out of or relating to the use of the Web site, to the services provided by MachineTools, or to any acts or omissions for which you may contend MachineTools is liable, including but not limited to any claim or controversy as to arbitrability ("Dispute"), shall be finally, and exclusively, settled by arbitration. The arbitration shall be held before one arbitrator under the commercial arbitration rules of JAMS in force at that time. The arbitration shall be venued in Wayne County, Michigan. The arbitrator shall be selected pursuant to the JAMS rules. Should no JAMS rule regarding the selection of an arbitrator be in effect, you shall select an arbitrator from a panel of arbitrators acceptable to MachineTools. The costs of arbitration shall be paid by the non-prevailing party.

Any judgment upon the award rendered by the arbitrators may be entered in any court of competent jurisdiction in Wayne County, Michigan. The arbitrator shall not have the power to award damages in connection with any Dispute in excess of actual compensatory damages and shall not multiply actual damages or award consequential, punitive or exemplary damages, and each party irrevocably waives any claim thereto. The agreement to arbitrate shall not be construed as an agreement to the joinder or consolidation of an arbitration under this Agreement with an arbitration of disputes or claims of any non-party, regardless of the nature of the issues or disputes involved.

*This Agreement Provides That All Disputes Between You and Machinetools Will Be Resolved by Binding Arbitration. You Thus Give up Your Right to Go to Court to Assert or Defend Your Rights. You Also Give up Your Right to Participate in or Bring Class Actions. Your Rights Will Be Determined by Neutral Arbitrators and Not a Judge or Jury.* *You are entitled to a fair hearing, but the arbitration procedures are simpler and more limited than rules applicable in court. Arbitrator decisions are enforceable and are subject to very limited review by a court. By using the Services or accessing the Web site, you consent to these restrictions.*

Should a Dispute arise and should the arbitration provisions herein become inapplicable or unenforceable, or in any instance of any lawsuit between you and MachineTools, the parties agree that jurisdiction over and venue of any suit shall be exclusively in the state and federal courts sitting in Wayne County, Michigan. If either party employs attorneys to enforce any right in connection with any Dispute or lawsuit the prevailing party shall be entitled to recover reasonable attorneys' fees from the non-prevailing party. You agree that MachineTools may immediately terminate your account and access to the Services. Cause for such termination shall include, but not be limited to, (a) breaches or violations of any agreements with MachineTools or guidelines posted by MachineTools, (b) requests by law enforcement or other government agencies, (c) a request by you (self-initiated account deletions), (d) discontinuance or material modification to the Services (or any part thereof), (e) unexpected technical or security issues or problems, (f) extended periods of inactivity, (g) you have engaged in fraudulent or illegal activities, and/or (h) nonpayment of any fees owed by you in connection with the Services. Termination of your MachineTools account includes (x) removal of access to all offerings within the Services, and (y) barring further use of the Services. Further, you agree that all terminations shall be made in MachineTools' sole discretion and that MachineTools shall not be liable to you or any third-party for any termination of your account or access to the Services. This Agreement, including the Privacy Policy, constitutes the entire agreement between you and MachineTools and it supersedes all prior or contemporaneous communications, promises and proposals, whether oral, written or electronic, between you and MachineTools with respect to the Web site and information, software, products and services associated with it. MachineTools and you are intended to be independent contractors, and nothing in this Agreement shall be deemed to establish any relationship of partnership, joint venture, employment, franchise or agency between MachineTools and you. This Agreement shall be subject to and construed in accordance with the laws of the State of Michigan, excluding its conflict of laws principles. If any part of this Agreement is determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid enforceable provision that most closely matches the intent of the original provision, and the remainder of the Agreement shall continue in effect. A printed version of this Agreement and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this Agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. All rights not expressly granted herein are reserved. MachineTools offers access to ASP services commonly referred to as "Machinery Manager" (the "MM Service"), which is accessible via the Internet for a fee as described elsewhere on the Web site or provided separately to those individuals and/or companies which have elected to subscribe to such service ("Subscribers"). Subscribers, in addition to agreeing to the terms set forth below, shall be deemed to have accepted all of the terms and conditions set forth above, and all such terms and conditions shall be deemed to be applicable to Subscriber.

MachineTools hereby grants to each Subscriber a non-transferable, non-exclusive, fee-based license to access and use the MM Service for internal business purposes so long as Subscriber remains current in paying Fees due and owing to MachineTools. The license fee for the rights granted in this paragraph shall be as set forth elsewhere on the Web site or as provided separately to each Subscriber.

Unless otherwise agreed, each Subscriber will be responsible for creating and modifying data which is entered into the MM Service ("Data"), and keeping Data input into the MM Service current and accurate. MachineTools will have no responsibility for assisting any Subscriber in creating, modifying or inputting the Data, unless otherwise agreed to by the parties in writing; provided, that MachineTools shall maintain the confidentiality of all Data in its possession or on its servers. If MachineTools provides a Subscriber with a password to access the MM Service, then such Subscriber is responsible for protecting the password and for any authorized or unauthorized use made of the password. Each Subscriber will cooperate fully with law enforcement authorities in the detection and prosecution of illegal activity related to unauthorized use of the MM Service. All Data will remain the sole property of the applicable Subscriber, and as such, MachineTools will not sell or otherwise use such Data for any purpose other than providing the MM Service.

Further to all applicable term and conditions set forth above (and not by way of limitation), the MM Service, and all software, source code, copyrights and other intellectual property associated therewith, are the sole and exclusive property of MachineTools. As such, each Subscriber shall be prohibited from re-selling, sub-licensing, reverse engineering or otherwise making any use of the MM Service other than its intended use. Each Subscriber shall refrain from permitting any third party to use its password or otherwise access the MM Service using such Subscriber's log-in. In addition, each Subscriber shall refrain from copying or reproducing all or any part of the MM Service, whether electronically, mechanically or otherwise, in any form including, but not limited to, the copying of presentation, style or organization, without prior written permission from MachineTools. Each Subscriber will take reasonable care not to, and shall not intentionally or knowingly, use the MM Service to post, transmit, distribute, store or destroy any information: (a) in violation of any applicable law, statute, ordinance or regulation; (b) in a manner that will infringe the intellectual property rights of others; (c) that is defamatory or trade libelous, or (d) that contains any viruses, Trojan horses, worms, time bombs, cancel bots or other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information.

MachineTools shall, so long as a Subscriber remains current in paying Fees and has not had its account terminated, make available at least one contact person during normal business hours (9:00 a.m. - 5:00 p.m. (EST)) to answer questions regarding the MM Service. Such contact person will use commercially reasonable efforts to answer questions regarding the MM Service in as timely a manner as is reasonably practicable. Except as explicitly set forth above, MachineTools does not offer any service level agreements or guarantees regarding the MM Service, and MachineTools shall not be liable for any delays in responding to inquiries from a Subscriber.

Each Subscriber hereby acknowledges that MachineTools hosts the MM Service with one or more third parties, one of which is currently RackSpace. As such, MachineTools shall have no responsibilities or liabilities in connection with any hosting functions (including, without limitation, security breaches or issues), and any claims any Subscriber may have shall be taken up directly with the hosting provider at such time.

MachineTools shall have the right to terminate the MM Service without cause by providing 30 days\' notice to a Subscriber. MachineTools shall have the right to terminate the MM Service immediately in the event that a Subscriber has breached any terms or conditions set forth in this Agreement. MachineTools offers a software platform commonly referred to as "MacDB2000" (the "Software") those individuals and/or companies which have elected to license such software ("Licensees"). Licensees, in addition to agreeing to the terms set forth below, shall be deemed to have accepted all of the terms and conditions set forth above, and all such terms and conditions shall be deemed to be applicable to Licensee.

MachineTools hereby grants to each Licensee a limited, non-transferable, non-exclusive, fee-based license to use the Software for internal business purposes so long as Licensee remains current in paying Fees due and owing to MachineTools. The license fee for the rights granted in this paragraph shall be as set forth elsewhere on the Web site or as provided separately to each Licensee. The Software may not be copied by Licensee or sub-licensed by Licensee at any time.

Unless otherwise agreed, each Licensee will be responsible for creating and modifying data which is entered into the Software system ("Data"), and keeping Data input into the system current and accurate. MachineTools will have no responsibility for assisting any Licensee in creating, modifying or inputting the Data, unless otherwise agreed to by the parties in writing; provided, that MachineTools shall maintain the confidentiality of all Data in its possession. If MachineTools provides a Licensee with a password to access the Software, then such Licensee is responsible for protecting the password and for any authorized or unauthorized use made of the password. Each Licensee will cooperate fully with law enforcement authorities in the detection and prosecution of illegal activity related to unauthorized use of the Software. All Data will remain the sole property of the applicable Licensee, and as such, MachineTools will not sell or otherwise use such Data for any purpose other than setting up and supporting The Software.

Further to all applicable term and conditions set forth above (and not by way of limitation), the Software, and all source code, copyrights and other intellectual property associated therewith, are the sole and exclusive property of MachineTools. As such, each Licensee shall be prohibited from re-selling, sub-licensing, reverse engineering or otherwise making any use of the Software other than its intended use. Each Licensee shall refrain from permitting any third party to use its password or otherwise access the Software. In addition, each Licensee shall refrain from copying or reproducing all or any part of the Software, whether electronically, mechanically or otherwise, in any form including, but not limited to, the copying of presentation, style or organization, without prior written permission from MachineTools.

MachineTools shall, so long as a Licensee remains current in paying Fees and has not had its account terminated, make available at least one contact person during normal business hours (9:00 a.m. - 5:00 p.m. (EST)) to answer questions regarding the Software. Such contact person will use commercially reasonable efforts to answer questions regarding the Software in as timely a manner as is reasonably practicable. Except as explicitly set forth above, MachineTools does not offer any service level agreements or guarantees regarding the Software, and MachineTools shall not be liable for any delays in responding to inquiries from a Licensee.

MachineTools shall have the right to terminate the license granted hereby immediately in the event that a Licensee has breached any terms or conditions set forth in this Agreement.

MachineTools' contact information, should you need to contact MachineTools for any reason, is:

MachineTools.com
5720 W Maple Road
West Bloomfield, MI 48322
Customer Service: 248-686-1520
E-mail: info@machinetools.com