USER AGREEMENT

Please read this User Agreement carefully before you access or use this Goodstein Management, Inc. ("Goodstein") Web Site located at the URL www.goodstein.com (the "Site"). This User Agreement is a binding agreement between you and Goldstein, and governs your access to and use of the Site, which includes any information, data, tools, products, services and other content available on or through the Site (together, "Content").

1. Goodstein grants you a limited right to use the Site.
• Your right to use the Site is subject to your agreement to abide by this User Agreement in its entirety, as well as any other rules, procedures, policies, terms or conditions that govern all or any portion of the Site.
• At any time and for any reason we may revoke your right to use all or any portion of the Site.
• You may not violate or attempt to violate the security of the Site.

2. The Site and its Content are owned by Goodstein, its affiliates and/or third parties.
• The Site is protected by copyrights, patents, database rights, trademarks, servicemarks and other intellectual property and proprietary rights that are owned by Goodstein, its affiliates and/or third parties.
• Goodstein Management, Inc., goodstein.com and other names and indicia of Goodstein and its products and/or services are trademarks or servicemarks owned by Goodstein. Other product and company names appearing on the Site may be trademarks of their respective owners.
• You may not decompose, decompile, reverse engineer, disassemble or otherwise deconstruct all or any portion of the Site.
• You may not publish, broadcast, retransmit, reproduce, repackage, frame, commercially exploit, create any derivative of or otherwise disseminate or redistribute all or any portion of the Site except as explicitly permitted in this User Agreement.
• You may print copies of any accessible portion or portions of the Site only for your own personal use. You may discuss information that you learn from the Site with your financial, legal or tax advisors.
• You may not remove any copyright, trademark or other proprietary notice or legend contained on (or printed from) the Site.

3. You make certain representations and warranties regarding your use of the Site.
• You represent and warrant that:
   - you have full authority and all rights necessary to enter into and fully perform all of your obligations pursuant to this User Agreement;
   - you have not and you will not enter into any agreement or perform any act which might contravene the purposes and/or effects of this User Agreement; and
   - you will not delete any Content on the Site.

4. There are various risks you assume in relying on the Content.
• We make reasonable efforts to provide accurate Content on the Site, but at times we may not promptly update or correct the Site even if we are aware that it is inaccurate, outdated or otherwise inappropriate.
• We may change all or any portion of the Site at any time without notice to you.
• We do not endorse the opinions of, or warrant the accuracy of facts or other Content contributed by, any third party.
• You agree that we are not liable for any action you take or decision you make in reliance on any Content.

5. If Goodstein provides you with a password, you must keep your password confidential.
• You are solely responsible for maintaining the confidentiality and security of your password. You may not disclose your password to any third party.
• You accept full responsibility for any use of your password.
• You must notify Goodstein immediately of any actual or suspected loss, theft or unauthorized use of your password.
• We are not obligated to inquire as to the authority or propriety of any use of or action taken under your password. We will not be responsible for any loss to you that arises from such use or action or from your failure to comply with these provisions.

6. Goodstein is not liable for any technological problems and any impact that they may have.
• All or any portion of the Site may not be available and may not function properly at any time.
• We make reasonable efforts to avoid technological problems, but at any time the Site may have and may cause technological problems such as viruses, trojan horses, worms, time bombs and other damaging computer programming routines or engines.
• We do not guarantee the security of the Site and we disclaim liability for any interception of data or communications.
• We are not liable for any damage or injury caused by the performance or failure of performance of all or any portion of the Site.
• We are not liable for any defects, delays or errors in or resulting from your use of the Site.

7. Goodstein is not responsible for information on any third party web site.
• If you access any third party web site through the Site or otherwise, you do so at your own risk.
• Hyperlinks to or from the Site do not constitute third party endorsement, sponsorship or affiliation of, with or by us.

8. Goodstein has the right but not the obligation to monitor and record activity on the Site and respond as it deems appropriate.
• We may monitor and record activity on the Site for any reason or for no reason.
• We may investigate any complaint or reported violation of our policies.
• We may report any activity that we suspect may violate any law or regulation to regulators, law enforcement officials or other persons or entities that we deem appropriate.
• We may issue warnings, suspend or terminate use of the Site, deny access to all or part of the Site or take any other action that we deem appropriate.

9. Goodstein respects your privacy.
• Personal nonpublic information that we gather from you will be governed by our Privacy Policy

10. GOODSTEIN DISCLAIMS ALL WARRANTIES WITH RESPECT TO THE SITE AND THE CONTENT THAT THE LAW ALLOWS IT TO DISCLAIM.
• THE SITE, INCLUDING ALL CONTENT, IS PROVIDED "AS IS" AND "AS AVAILABLE."
• WE DISCLAIM ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, OF ANY KIND WITH RESPECT TO THE SITE AND THE CONTENT INCLUDING WARRANTIES OF
- MERCHANTABILITY,
- FITNESS FOR A PARTICULAR PURPOSE AND
- NON-INFRINGEMENT OF INTELLECTUAL PROPERTY AND PROPRIETARY RIGHTS.
• WITHOUT LIMITING OUR GENERAL DISCLAIMER, WE DO NOT WARRANT THE AVAILABILITY, RELIABILITY, ACCURACY, COMPLETENESS OR TIMELINESS, FUNCTIONALITY, RELIABILITY, SEQUENCING OR SPEED OF DELIVERY OF THE SITE OR THE CONTENT.

11. GOODSTEIN'S LIABILITY WITH RESPECT TO THE SITE AND THE CONTENT IS LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.
• IN NO EVENT WILL WE OR ANY OF OUR AFFILIATES, AGENTS OR EMPLOYEES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES HOWEVER CAUSED ARISING OUT OF THIS USER AGREEMENT, THE SITE, THE CONTENT OR THE INABILITY TO USE THE SITE.
• OUR LIABILITY IS LIMITED EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF THE DAMAGES THAT YOU SUFFER OR IF ANY REMEDY YOU HAVE FAILS OF ITS ESSENTIAL PURPOSE.
• UNDER ALL CIRCUMSTANCES, THE MAXIMUM LIABILITY OF GOODSTEIN, ITS AGENTS AND EMPLOYEES TO ANY USER OF THE SITE WITH RESPECT TO THE SITE AND THE CONTENT IS $100.
• THIS DISCLAIMER OF LIABILITY APPLIES TO ANY AND ALL DAMAGES OR INJURY, INCLUDING THOSE CAUSED BY ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS, COMMUNICATION LINE FAILURE, THEFT, DESTRUCTION OR UNAUTHORIZED ACCESS TO, ALTERATION OF OR USE OF ANY ASSET, WHETHER FOR BREACH OF CONTRACT, TORTIOUS BEHAVIOR, NEGLIGENCE OR UNDER ANY OTHER CAUSE OF ACTION.

12. You will be responsible for any liability to Goodstein that arises out of your breach of this User Agreement or your use of the Site.
• You agree to indemnify, defend and hold harmless Goodstein and its affiliates, agents and employees from and against any and all suits, losses, claims, demands, liabilities, damages, costs and expenses (including reasonable attorneys' fees) that arise from or relate to:
- your use of the Site,
- your breach of this User Agreement or any representation, warranty or covenant made by you in this User Agreement,
- your violation of any applicable law, statute, ordinance, regulation or of any third party's rights, or
- claims asserted by third parties which, if proven, would place you in breach of representations, warranties, covenants or other provisions contained in this User Agreement.

13. YOU AND GOODSTEIN WILL SETTLE ANY DISAGREEMENTS BY ARBITRATION IN NEW YORK STATE UNDER THE SUBSTANTIVE PROVISIONS OF NEW YORK STATE LAW.
• Regarding the resolution of any controversy, you understand that:
- Arbitration is final and binding.
- By agreeing to arbitration, you waive your right to resolve disputes in court, including the right to a jury trial.
- Arbitration is different from a court proceeding and is generally more limited.
- The arbitrator's decision is not required to include factual findings or legal reasoning.
- Your right to appeal or to seek to modify the arbitrator's rulings is strictly limited.
• You and Goodstein agree that any dispute that arises between us that we cannot resolve informally we will submit to binding arbitration pursuant to the rules of the American Arbitration Association.
• You and Goodstein agree that any arbitration shall be conducted in the Borough of Manhattan, New York State.
• Any questions about the nature of our relationship or the law surrounding this relationship will be governed by New York State law without giving effect to conflicts of law principles.

14. You will be bound by revised versions of this User Agreement that Goodstein posts on the Site.
• Modifications will be effective immediately upon posting unless we indicate otherwise.
• Your use of the Site indicates your full acceptance of this User Agreement in its then-current form each time you use the Site.

15. You are bound by certain other general conditions.
• We may assign this User Agreement in whole or in part at any time without your consent. You may not assign this User Agreement or delegate any of your obligations under this User Agreement. Any purported assignment of this User Agreement in violation of its terms is void.
• If any provision of this User Agreement is found invalid or unenforceable, that provision shall be enforced to the maximum extent possible and the remaining provisions of this User Agreement shall remain in full force and effect.
• This User Agreement constitutes the entire understanding, and supersedes all other understandings, between you and Goodstein concerning the subject matter hereof.