TERMS AND CONDITIONS FOR USE OF THE
AEGIS ANALYTICAL CORPORATION
DISCOVERANT COMMUNITY OF PRACTICE PORTAL

The Discoverant‚ Community of Practice portal, other Aegis Analytical Corporation customer portals and other related Aegis Analytical Corporation portals or Web pages (“Portal” or “Web site”) are comprised of various Web pages operated by Aegis Analytical Corporation (“Aegis” or “we”) that are intended for professionals who use, or are considering using, Discoverant and who are willing to share their thoughts and ideas openly in the appropriate Web pages along with their real names and affiliations. The Portal is offered to you as a free service by Aegis, conditioned on your acceptance without modification of the terms, conditions, and notices contained herein (“Terms”). Your use of the Portal constitutes your agreement to all of the Terms.

By checking the box next to “I agree to the Terms of Use of this Portal” you expressly agree and consent to the Terms set forth herein, as modified from time to time by Aegis. If you are entering into this agreement on behalf of an entity, you represent that you have the authority to bind the entity to these Terms. If you do not have such authority, or if you do not agree with all the Terms, you must exit the Portal.

Aegis reserves the right to change the Terms at any time without prior notice. By continuing to use the Web site after we post any changes, you accept and agree to these Terms as modified.

These Terms apply to the Web site(s) owned and operated by Aegis on which they are posted. Some Aegis Web sites may have different or additional terms of use, subscriber agreements, privacy policies, or other terms and policies which apply to the sites on which they are posted. By accessing any other Aegis Web site, you agree to abide by each Web site’s applicable terms of use, subscriber agreement, privacy policy, and other terms and policies.

PRIVACY

Aegis’s online privacy policy is available at http://www.aegiscorp.com/aegis_privacy.asp, and is incorporated herein by reference and forms part of these Terms. It describes the collection, use and sharing of personally identifiable and other information that may be provided in connection with your use of this Web site. You should read our privacy policy carefully before accessing the Portal.

Aegis does not knowingly collect personally identifiable information from children under the age of thirteen, and requests that children under the age of thirteen not provide any personally identifiable information to us or on the Portal. Federal law requires Web site operators who collect personal information from children under the age of thirteen to first get parental consent. Children should always get permission from their parents before sending any information about themselves (such as their names, email addresses or phone numbers) over the Internet to us or anyone else..

PASSWORD AND SECURITY

Your access to and use of the Portal requires you to register and choose a password and user name. You are solely responsible for maintaining the confidentiality of your password, and shall be solely responsible for all transactions and communications made using your user name and password. You may change your password at any time by following instructions on the Portal.

CONTENTS AND LINKING

The material that appears on this Portal is for general informational purposes only. While we try to ensure that any information we post to this Web site is both timely and accurate, errors may appear from time to time. This Web site may not be updated daily, and certain information may not be the most current information available. Though we may post follow-up information, and may continue to provide access to the original information (as in an archive of news stories, for example), we may not go back and change the original report to reflect new developments. If you are looking for the most recent information on a given subject be sure you are not looking at an out of date report. Before you act on information you find on our Web site, you should independently confirm any facts that are important to your decision.

Aegis grants you a non-exclusive, limited, personal, non-transferable, revocable license, without the right to sublicense, to access and use the material on the Portal on the following conditions: (a) you may display and print the material for your non-commercial use, but shall not reproduce, retransmit, disseminate, broadcast or circulate any of the material, (b) you shall not use any Portal content in any manner that may give a false or misleading impression as to Aegis or any third party and (c) you shall not publicly display, perform or distribute any Portal material and shall not modify, translate, alter or create any derivative works from any material on the Portal. You may not distribute copies of material found on the Portal in any form or medium without prior written consent from their owner.

Although we make the Portal accessible, we do not intend to give up our rights, or anyone else's rights, to the materials appearing on the Web site. The materials available through the Portal are the property of Aegis or its licensors, and are protected by copyright, trademark and other intellectual property laws.

You agree not to establish a link to this Web site without our prior consent. To obtain approval for a link, send a detailed request by email to gstudebaker@aegiscorp.com. If you receive approval for a link, it will grant you only a limited, revocable, non-exclusive, non-transferable license to link to this Web site. Any such link, and the other Web site to which the link is made, must not state and shall not imply any affiliation, connection, sponsorship, or approval of such other Web site by Aegis.

LINKS TO THIRD PARTY SITES

The Portal may contain links to other Web sites ("Linked Sites"). The Linked Sites are not under the control of Aegis and Aegis is not responsible for the contents of any Linked Site, including without limitation any link contained in a Linked Site, or any changes or updates to a Linked Site.Aegis is not responsible for, and cannot guarantee the performance of, any products or services provided by any advertisers or others to whose sites we link, or the accuracy of the information on those sites. A link to another Web site does not constitute an endorsement by Aegis of that site or of any product, service or other material offered on that site.

Aegis is not responsible for Webcasting or any other form of transmission received from any Linked Site. Aegis is providing these links to you only as a convenience, and the inclusion of any link does not imply endorsement by Aegis of the site or any association with its operators.

Aegis reserves the right to change the Terms under which the Portal is offered at any time without prior notice.

NO UNLAWFUL OR PROHIBITED USE

As a condition of your use of the Portal, you warrant to Aegis that you will not use the Portal for any purpose that is unlawful or prohibited by your employer or by these Terms. You may not use the Portal in any manner which could damage, disable, overburden, or impair the Portal or interfere with any other party's use and enjoyment of the Portal.You acknowledge and agree that the materials on the Portal and any referenced products or services may be subject to U.S. and other export laws and regulations. Diversion of such materials contrary to U.S. law is prohibited. You agree that none of such materials, nor any product or service accessed or used via the Web site, is being or will be acquired for, shipped, transferred, or re-exported, directly or indirectly, to proscribed or embargoed persons, entities or countries or their nationals, unless authorized by the U.S. government or applicable laws and regulations. You agree to comply strictly with all U.S. and other applicable export laws and assume sole responsibility for obtaining licenses to export or re-export materials, products and services referenced on this Web site as may be required.

USE OF COMMUNICATION SERVICES

The Portal may contain bulletin board services, chat areas, news groups, forums, communities, personal Web pages, calendars, and/or other message or communication facilities designed to enable you to communicate with the public at large or with a group (collectively, "Communication Services"). You agree to use the Communication Services only to post, send and receive messages and material that are proper and related to the particular Communication Service. By way of example, and not as a limitation, you agree that when using a Communication Service, you will not:

Defame, abuse, harass, stalk, threaten or otherwise violate the legal rights (such as rights of privacy) of others.

Publish, post, upload, distribute or disseminate any inappropriate, profane, defamatory, infringing, obscene, indecent or unlawful topic, name, material or information.

Upload files that contain software or other material protected by intellectual property laws (or by rights of privacy or publicity) unless you own or control the rights thereto and have received all necessary consents.

Upload files that contain viruses, corrupted files, or any other similar software or programs that may damage the operation of the Portal or another's data or computer.

Advertise or offer to sell or buy any goods or services for any business purpose, unless such Communication Service specifically allows such messages.

Conduct or forward surveys, contests, pyramid schemes or chain letters.

Download any file posted by another user of a Communication Service that you know, or reasonably should know, cannot be legally distributed in such manner.

Falsify or delete any author attributions, legal or other proper notices or proprietary designations or labels of the origin or source of software or other material contained in a file that is uploaded.

Restrict or inhibit any other user from using and enjoying the Communication Services.

Violate any code of conduct or other guidelines which may be applicable for any particular Communication Service.

Harvest or otherwise collect information about others, including email addresses, without their consent.

Violate any applicable laws or regulations.

Aegis has no obligation to monitor the Communication Services. However, Aegis reserves the right to review materials posted to a Communication Service and to remove any materials in its sole discretion. Aegis reserves the right to terminate your access to any or all of the Communication Services at any time without notice for any reason whatsoever.

Aegis does not control or endorse the content, messages or information found in any Communication Service and, therefore, AEGIS SPECIFICALLY DISCLAIMS ANY LIABILITY WITH REGARD TO THE PORTAL AND COMMUNICATION SERVICES, AND ANY ACTIONS RESULTING FROM YOUR PARTICIPATION IN THE PORTAL OR ANY COMMUNICATION SERVICE. Employees of Aegis posting items on the Portal are not authorized Aegis spokespersons, and their views do not necessarily reflect those of Aegis. Aegis is not responsible for the accuracy of any information posted by any party on the Portal.

Materials uploaded to a Communication Service may be subject to posted limitations on usage, reproduction and/or dissemination. You are responsible for adhering to such limitations if you download the materials.

MATERIALS PROVIDED TO PORTAL OR POSTED AT ANY PORTAL WEB SITE

Aegis does not claim ownership of the materials you provide to the Portal (including feedback and suggestions) or which you post, upload, input or submit to the Portal or its associated services (collectively "Submissions"). However, by posting, uploading, inputting, providing or submitting your Submission you are granting Aegis, its affiliated companies and sublicensees permission to publicly display your Submission on the Portal including, without limitation, the right to display your name and affiliation as part of your Submission. Please do not provide any information that you consider to be confidential or proprietary.

No compensation will be paid with respect to the use of your Submission. Aegis is under no obligation to post or use any Submission you may provide and Aegis may remove any Submission at any time in Aegis’s sole discretion.

By posting, uploading, inputting, providing or submitting your Submission you warrant and represent that your Submission does not violate any non-disclosure agreement to which you are a party or are subject and that you have all the rights necessary for you to provide, post, upload, input or submit the Submissions on the Portal.

Aegis reserves the right to comply with all requirements of applicable law regarding disclosure of any Submissions on this Web site to others, including to law enforcement agencies and parties making civil legal requests. We also reserve the right to comply with any other requirements of applicable law regarding disclosure of other aspects of your use of this Web site.

You are solely responsible for maintenance and use of hardware, software and other systems used to access the Portal and for backing up your data and information.

USER REPRESENTATIONS AND WARRANTIES

By using the Portal you make the following representations and warranties to Aegis: (a) you are at least 18 years of age and have the legal capacity and authority to enter into binding contracts, (b) you will not use the Portal for any purpose that is prohibited by these Terms, and (c) your conduct in relation to the Portal and Submissions will comply at all times with applicable law.

TERMINATION/ACCESS RESTRICTION

Aegis reserves the right, in its sole discretion, to terminate your access to the Portal and the related Communication Services or any portion thereof at any time, without notice. These Terms survive any termination of your use of or access to the Portal.

INDEMNIFICATION

You agree to indemnify, defend, and hold harmless Aegis (including its parents, subsidiaries, and affiliates and all of their respective officers, directors, employees, agents, licensors, suppliers and any third-party information providers) against all claims, losses, expenses, damages and costs (including reasonable attorneys’ fees) arising out of or in connection with (a) any breach of these Terms, including any unauthorized use of the Portal, (b) any claim of defamation, invasion of privacy or right of publicity, unfair competition, obscenity or infringement of intellectual property or other proprietary rights relating to your Submissions or other use of the Portal or (c) your use or misuse of the Portal. Your indemnification obligation shall survive the termination of your use of the Portal. We shall provide you with reasonably prompt notice of any such claim and shall reasonably cooperate with you in the defense and/or settlement of such claim at your sole expense. At our expense and election, we reserve the right to assume the exclusive defense and control of any matter subject to indemnification by you and you agree to cooperate with Aegis in connection with our defense. In no event shall you enter into any settlement that purports to bind us without our prior written consent.

GENERAL

To the maximum extent permitted by law, these Terms and the agreement formed by your acceptance thereof, as evidenced by your use of the Portal, are governed by the internal laws of the State of Colorado, U.S.A., without reference to any conflicts of laws principles that would cause the laws of a different jurisdiction to apply. You hereby irrevocably consent to the exclusive jurisdiction and venue of courts in the State of Colorado, U.S.A. in all disputes arising out of or relating to the use of the Portal, and irrevocably waive any defense or objection you may have based on inconvenience of such forum. Use of the Portal is prohibited in any jurisdiction that does not give effect to all provisions of these Terms, including without limitation this paragraph.

You agree that no joint venture, partnership, employment, or agency relationship exists between you and Aegis as a result of this agreement or use of the Portal.

Any failure or delay by Aegis in enforcing any provision of these Terms shall not be deemed a waiver thereof.

If any portion of these Terms is held to be unenforceable or invalid by any court of competent jurisdiction, then the invalid or unenforceable provision will be deemed to be superseded by a valid, enforceable provision that matches the intent of the original provision as closely as possible, and the remaining Terms shall remain in full force and effect.

COPYRIGHT AND TRADEMARK NOTICES

All contents of the Portal are: Copyright 2008 by Aegis and/or its suppliers. All rights reserved.

You agree not to alter or remove any copyright notice, proprietary legends or any other notice included in any materials on, or accessible from, this Web site. Except as expressly provided herein, nothing on the Web site shall be construed as conferring on you any license of intellectual property rights, whether by estoppel, implication or otherwise. Notwithstanding anything herein to the contrary, WE MAY REVOKE ANY OF THE FOREGOING RIGHTS, AS WELL AS ANY ACCESS AND USE AUTHORIZATIONS GRANTED TO USERS OF THE WEB SITE, AT ANY TIME AND WITHOUT PRIOR NOTICE.

You may not use any trademark or service mark appearing on this Web site without the prior written consent of the owner of the mark. Aegis and the Aegis mark and logo are registered trademarks and/or service marks of Aegis. Other trademarks appearing on this Web site or other sites linked to from this Web site are the property of their respective owners.

The names of actual companies and products mentioned herein may be the trademarks of their respective owners.

The example companies, organizations, products, people and events depicted on the Portal are fictitious. No association with any real company, organization, product, person, or event is intended or should be inferred.

Any rights not expressly granted herein are reserved to Aegis.

Forward-Looking Statements

The Web site may include statements concerning our operations, prospects, strategies, financial condition, future economic performance, and demand for our products or services, as well as our intentions, plans and objectives that are forward-looking statements. These statements are based upon a number of assumptions and estimates that are subject to significant uncertainties, many of which are beyond our control. When used on the Web site, words like “anticipates,” “expects,” “believes,” “estimates,” “seeks,” “plans,” “intends,” and similar expressions are intended to identify forward-looking statements designed to fall within securities law safe harbors for forward-looking statements, if applicable. The Web site and the materials contained herein do not constitute an offer or a solicitation of an offer for the sale of any securities. None of the information or materials contained herein is intended to be, and shall not be deemed to be, incorporated into any securities-related filings or documents of any person or entity.

Disclaimer of Warranties and Liability

YOU AGREE THAT YOUR USE OF THIS WEB SITE IS AT YOUR SOLE RISK. BECAUSE OF THE NUMBER OF POSSIBLE SOURCES OF INFORMATION AVAILABLE THROUGH THE WEB SITE, AND THE INHERENT HAZARDS AND UNCERTAINTIES OF ELECTRONIC DISTRIBUTION, THERE MAY BE INTERRUPTIONS, DELAYS, OMISSIONS, INACCURACIES, OR OTHER PROBLEMS WITH SUCH INFORMATION. YOU ACKNOWLEDGE THAT THE PORTAL CONTAINS, AND LINKS TO, INFORMATION PROVIDED BY PERSONS WHO ARE NOT WITHIN AEGIS’S CONTROL, AND AEGIS SHALL NOT BE RESPONSIBLE FOR THE ACCURACY OF ANY OPINION, ADVICE OR STATEMENT ON THE PORTAL OR ACCESSED VIA THE PORTAL. IF YOU RELY ON THIS WEB SITE OR ANY MATERIAL AVAILABLE THROUGH THIS WEB SITE, YOU DO SO AT YOUR OWN RISK. YOU UNDERSTAND THAT YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM ANY MATERIAL AND/OR DATA ACCESSED OR DOWNLOADED FROM OR OTHERWISE PROVIDED THROUGH THIS WEB SITE.

THIS WEB SITE IS PROVIDED TO YOU "AS IS," "WITH ALL FAULTS," AND "AS AVAILABLE." AEGIS AND ITS AGENTS AND LICENSORS CANNOT AND DO NOT WARRANT THE ACCURACY, COMPLETENESS, USEFULNESS, TIMELINESS, OR NON-INFRINGEMENT OF THIS WEB SITE, AND SPECIFICALLY DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THOSE OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE INFORMATION AVAILABLE THROUGH THE WEB SITE. AEGIS AND ITS AGENTS AND LICENSORS DO NOT GUARANTEE THAT THE PORTAL WILL BE ERROR-FREE OR CONTINUOUSLY AVAILABLE, OR THAT THE PORTAL WILL BE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

YOU EXPRESSLY AGREE THAT USE OF THE PORTAL IS AT YOUR SOLE RISK. UNDER NO CIRCUMSTANCES SHALL AEGIS (INCLUDING ITS PARENTS, SUBSIDIARIES, AND AFFILIATES) OR ITS AGENTS OR LICENSORS BE LIABLE TO YOU OR ANYONE ELSE FOR ANY DAMAGES ARISING OUT OF ANY USE OR MISUSE OF THE PORTAL, INCLUDING, WITHOUT LIMITATION, LIABILITY FOR CONSEQUENTIAL, SPECIAL, INCIDENTAL, INDIRECT, OR SIMILAR DAMAGES, EVEN IF ADVISED BEFOREHAND OF THE POSSIBILITY OF SUCH DAMAGES, REGARDLESS OF THE FORM OR CAUSE OF ACTION INCLUDING, BUT NOT LIMITED TO, CONTRACT, NEGLIGENCE, AND OTHER TORT ACTIONS. BECAUSE SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN CATEGORIES OF DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU. IN SUCH STATES, THE LIABILITY OF AEGIS AND ITS AGENTS AND LICENSORS IS LIMITED TO THE FULLEST EXTENT PERMITTED BY SUCH STATE LAW. YOU AGREE THAT THE LIABILITY OF AEGIS (INCLUDING ITS PARENTS, SUBSIDIARIES, AND AFFILIATES) AND ITS AGENTS AND LICENSORS, IF ANY, ARISING OUT OF ANY KIND OF LEGAL CLAIM IN ANY WAY CONNECTED TO THE PORTAL SHALL NOT EXCEED THE AMOUNT YOU PAID TO AEGIS FOR THE USE OF THE PORTAL.

THE PORTAL MAY BE SUBJECT TO DELAYS, MALFUNCTIONS AND OTHER FAILURES OR UNAVAILABILITY DUE TO MAINTENANCE OR FAILURE OF THE INTERNET OR OTHER SYSTEMS. BY WAY OF EXAMPLE, AND WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, AEGIS AND ITS RELATED PERSONS AND ENTITIES SHALL NOT BE RESPONSIBLE OR LIABLE FOR ANY CLAIM OR DAMAGE ARISING FROM FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT, DELAY IN OPERATION, COMPUTER VIRUS OR WORM, THEFT, DESTRUCTION, UNAUTHORIZED ACCESS TO OR ALTERATION OF PERSONAL RECORDS OR DATA, OR THE RELIANCE UPON OR USE OF INFORMATION AND OTHER MATERIALS APPEARING ON THE PORTAL.

THE LIMITATION OF LIABILITY IS A FUNDAMENTAL CONDITION TO AVAILABILITY AND USE OF THE PORTAL AND REFLECTS A FAIR ALLOCATION OF RISK. THE PORTAL AND THE MATERIALS, PRODUCTS, SERVICES AND INFORMATION OFFERED THROUGH THE PORTAL WOULD NOT BE PROVIDED BY US WITHOUT SUCH LIMITATIONS, AND YOU AGREE THAT THE LIMITATIONS AND EXCLUSIONS OF LIABILITY, DISCLAIMERS AND REMEDY LIMITATIONS SPECIFIED HEREIN WILL APPLY AND SURVIVE EVEN IF FOUND TO HAVE FAILED OF THEIR ESSENTIAL PURPOSE.

GOVERNING LAW; JURISDICTION

The material on the Portal is presented solely for informational purposes and is controlled and operated from Aegis’s offices in Colorado, U.S.A. Aegis makes no representation that materials on the Portal are appropriate for or available for use outside of the United States of America. Those who access the Portal from other locations do so on their own initiative and are responsible for compliance with laws applicable in their locations. These Terms have been made in and shall be construed in accordance with the internal laws of the State of Colorado, U.S.A., without reference to conflicts of laws principles. By using the Portal, you consent to the exclusive jurisdiction of the state and federal courts in Denver, Colorado in all disputes and legal actions arising out of or relating to these Terms or the Portal.

FEEDBACK

We invite you to send us your questions or comments about the Portal, or to bring to our attention any material you believe to be inaccurate, by using the email address in the Contact Us section of the Web site.

© 2008 Aegis Analytical Corporation. All rights reserved.

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