(Effective December 20^th 2007)

ATTENTION: PLEASE READ THESE TERMS AND AGREEMENTS CAREFULLY AS DESCRIBED BEFORE THE USE OF THIS WEB SITE.

BY THE USE OF THIS WEB SITE YOU AGREE THAT YOU HAVE AS INDICATED CARFULLY READ THE TERMS AND AGREEMENTS AND ACCEPT ALL TERMS OF USE.

IF YOU DO NOT ACCEPT THE TERMS AND AGREEMENTS FOR THE USE AS DEFINED, YOU MAY NOT USE THE DATABASE (AS DEFIND BELOW)

            This Agreement is between you, the subscriber (“Subscriber”) and Hamilton’s Who’s Who, Inc. (HWW).  HWW agrees to provide Subscriber with access to those portions of its Web site restricted only to those persons who assented to the terms of this Agreement (“Subscribers”).  Subscriber agrees to pay the Subscription Fee to HWW according to the terms of this Agreement and abide by the Rules of Conduct.

1.1  “HWW Web site” means the Web site located at the URL http://www.hamiltonwhoswho.com and includes the entirety of both the HWW Subscription Site and HWW Public Web site.

1.2  “HWW Subscription Web site” means that portion of the HWW Web site, which is restricted to the use of its Subscribers.

1.3  “HWW Public Web site” means that portion of the HWW Web site, which is available for use by any person, or any Subscriber, which accesses it.

1.4  “Acceptance” means that the Subscriber has accepted the terms of this Agreement and has manifested said acceptance by clicking on the “I Accept/Agree” button at the bottom of this Agreement

1.5  “Subscribers” means those persons or entities who have assented to the terms of this Agreement, or an equivalent past agreement, whereby they have been granted access to the HWW Subscription Web site.

1.6  “User Name” means the name by which the Subscriber shall provide, along with the Password, to HWW, which allows him/her to gain access to the HWW Subscription Web site.

1.7  “Password” means the password by which the Subscriber shall provide, along with the User Name, to HWW, which allows him/her to gain access to the HWW Subscription Web site.

1.8  “Subscription Fee” is the payment plan which has been enumerated in this Agreement and which Subscriber agrees to pay to HWW for access to the HWW Subscription Web site.

1.9  “Information Entry Page” means the Web page that shall be downloaded to Subscriber’s computer after Subscriber accepts this Agreement.

2.                  HWW’s Duties.

2.1  HWW’s Services.  HWW collects the information provided by the Subscribers for the purpose of provided access to electronic biographical profiles through which the Subscribers have the potential to establish new business relationships, advertise their business, etc., subject to any and all limitations and restrictions contained herein. HWW’s information profiles can be found on HWW’s web pages and is available to both Subscribers of the HWW Subscription Web site and the general public through the HWW Public Web site, HWW’s databases are private and a protected trade secret.

2.2  Privacy of Subscriber’s Information.  HWW shall not disclose to third parties any personal information which Subscribers forward to HWW through the Information Entry Page.  The information which the Subscriber forwards to HWW through the use of the Information Entry Page shall be used solely by HWW for the purposes of billing, advertising, for notifying Subscriber of any changes to this Agreement, the HWW Subscription Web site, or any other purpose which HWW deems necessary to carry out its duties under this Agreement.

2.3  Information Provided on the HWW Subscription Web site.  HWW shall provide its Subscribers with an information product on the HWW Subscription Web site that is unavailable to those persons who are not Subscribers.  HWW shall provide information on its HWW Public Web site, but HWW agrees that the information available on the HWW Subscription Web site shall not be published or available on any portion of the HWW Public Web site.  HWW reserves the right to publish time sensitive information on the HWW Public Web site after it has been published on the HWW Subscription Web site after a length of time deemed appropriate by HWW.

2.4  Unauthorized Access.  In the event that Subscriber determines that another party has gained access to Subscriber’s Password and User Name, or has determined that another has wrongfully accessed the HWW Subscriber Web site using Subscriber’s Password and User Name, HWW shall issue a new User Name and Password to Subscriber and shall delete the old User Name and Password account.

2.5  Availability of Access.  HHW shall notify Subscriber by posting or e-mail of scheduled maintenance or upgrade work which may make the HWW Subscription Web site unavailable for periods of time greater than two (2) hours.  HWW does not warrant that the HWW Subscription Web site will be available to Subscriber on a continual twenty-four hour basis.

3.                  Subscriber’s Duties.

3.1  Payment.  There are no fees or dues to be inducted into the online and publication biographical registries although a subscriber agrees to pay HWW fees, as denoted on the Membership Awards Programs web page, for any awards, memberships, plaques, books, proclamation certificates, desk ornaments and/or VIP web pages contained in said web page not limited.

3.2  Rules of Conduct.  Subscriber agrees to abide by the Rules of Conduct.

3.3  Information Entry Page.  Subscriber shall enter and forward to HWW truthful and factually accurate information on the Information Entry Page.  Subscriber shall provide credit card information upon ordering any Membership Awards Programs.

3.4  Intellectual Property Ownership.  Subscriber recognizes that the entire content of the HWW Web site is HWW’s copyrighted and trademarked intellectual property.  Subscriber shall not copy or distribute any copyrighted or trademarked material presented on the HWW Web site.

3.5  Availability of Access.  Subscriber recognizes that the traffic of data through the Internet may cause delays during the download of information form the HWW Subscription Web site and shall not hold HWW liable for delays, which are ordinary in the course of Internet use.  Subscriber recognizes that the HWW Subscription Web site shall not be available on continual twenty-four hour basis due to such delays caused by HWW upgrading, modification, or standard maintenance of the HWW Subscription Web site.

3.6  Non-compete.  Subscriber shall not engage in any activity that is competitive with, interferes with or disrupts HWW’s business, web site or other databases.  Subscriber agrees that any such activity done with the intent to defraud and without authorization and exceeding permitted access and in violation of the United States Computer Fraud Abuse Act are subject to penalties and punishment as provided for by Federal and State laws.

3.7  Interference of HWW business.  Subscriber agrees that he/she will not make misleading, inaccurate, false, defamatory, slanderous, libelous comments regarding HWW, its employees, principals, officers, past or present, whether via the internet or otherwise.

4.                  Length of Agreement.

The parties agree that HWW and/or Subscriber may determine the length of the term of the online and publication biographical registries of this Agreement.  Subscriber shall indicate his assent to the Membership Awards Programs of this Agreement by allowing HWW to charge Subscriber’s credit card according to the Terms of Payment.  Subscriber shall notify HWW in writing, by phone or by e-mail of Subscriber’s desire to terminate this Agreement.  HWW does reserve the right to terminate this Agreement should Subscriber violate the Rules of Conduct, any other term of this Agreement, or a HWW’s discretion provided that HWW notify Subscriber no less than thirty (30) days in advance.

There are no fees or dues to be inducted into the online and publication biographical registries although a subscriber agrees to pay HWW fees, as denoted on the Membership Awards Programs web page, for any awards, memberships, plagues and/or VIP web pages contained in said web page.

Subscriber shall pay the indicated fee on the Membership Awards Programs web page to HWW during the course of this Agreement.  Subscriber shall provide HWW with a credit card number, to which HWW shall bill the agreed to fee on the first business day of the anniversary of enrollment during the course of this Agreement.  HWW reserves the right to increase the Membership Awards Programs web page fees and shall notify Subscriber no less than thirty (30) days of the date of the change of the Membership Awards Programs web page fees should HWW decide to alter the Membership Awards Programs web page fees.

6.                  Rules of Conduct.

HWW provides web pages, chat areas and bulletin boards, which Subscriber may use to discuss the information presented through the HWW Web site.  Subscriber agrees that Subscriber shall not post any of the following material or links to such material or information to the web pages, chat areas or bulletin boards:

Material copyrighted, patented, trademarked, trade secrets or other proprietary rights or rights of publicity or privacy of any third parties;

That violates any state or federal laws;

Material or statements, which contain vulgar, obscene, or indecent statements or graphical images;

That contains any computer viruses, Trojan horses, or other computer programming that interferes with the site or any other user;

Defamatory or abusive statements;

Statements that threaten the person of others;

False, inaccurate, misleading, disparaging, defamatory, libelous or slanderous to any person, or business, including but not limited to HWW;

You may not tortuously interfere with current or prospective contracts and relationships of HWW or its affiliates;

Post links to provide other listings other than those approved by HWW in writing;

Advertising or other forms of solicitation; and

Statements that are bigoted, hateful, racially offensive, or advocate illegal or immoral activity.

HWW reserves the right to remove any statements that violate these Rules of Conduct.  HWW reserves the right to terminate this Agreement with Subscriber without notice should Subscriber violate these Rules of Conduct.  HWW DOES NOT HOLD ITSELF OUT AS A “CENSOR” OR “MONITOR” AND DOES NOT MONITOR THESE WEB PAGES, CHAT AREAS OR BULLETIN BOARDS.  HWW DISCLAIMS ALL RESPONSIBILITY FOR ANY MATERIAL DISCUSSED OR POSTED ON THE AFOREMENTIONED AREAS.  HWW SHALL INVESTIGATE ANY ALLEGATIONS OF A VIOLATION OF THESE RULES.  YOU ACKNOWLEDGED AND AGREE THAT HWW SHALL NOT BE LIABLE FOR ANY DAMAGES OR INJURIES RESULTING FROM SUCH MONITORING OR ELECTION NOT TO DO SO.

Subscriber shall be prompted to enter the following information on the Information Entry Page after indicating Acceptance to this Agreement.  The Information Entry Page shall request the following information:

                        Subscriber’s first and last names;

                        Subscriber’s mailing address;

                        Subscriber’s telephone number, facsimile number,

                        email address; and

                        Subscriber’s desired Password and User Name.

The Information Entry Page shall also ask Subscriber to enter voluntary information that shall be used solely for the purposes of determining the profiles of HWW’s Subscribers.  This information shall not be forwarded to any third parties as per Paragraph 2.2.

8.                  Choice of Law.

This Agreement shall be construed and controlled by the Laws of the State of New York.  Any dispute concerning or breach of the terms of this Agreement will be governed by the State of New York.

9.                  Indemnification.

HWW shall not undertake to resolve any disputes or litigation on Subscriber’s behalf involving use of the services described herein, and Subscriber agrees that it shall indemnify, hold HWW harmless and defend HWW against any disputes involving use of the HWW Subscription Web site, including but not limited to HWW’s monitoring, if any, of the site.  To the fullest extent permitted under applicable law, you agree to defend, indemnify, and hold harmless HWW, its shareholders, directors, officers, and affiliates from and against any and all liabilities, damages, losses, obligations, penalties, claims, actions, litigation, proceedings, demands, defenses, judgments, suits, costs, disbursements and expenses, including but not limited to reasonable attorneys fees and expenses of whatsoever kind and nature, directly or indirectly arising out of, relating to, or resulting from Prohibited Postings or similar acts or omissions by you or any of your employees, consultants, agents, representatives or affiliates.

10.              Disclaimers. 

The services provided by HWW are provided “AS IS”, WITHOUT WARRANTY OF ANY KIND TO SUBSCRIBER OR ANY THIRD PARTY, INCLUDING, BUT NOT LIMITED TO, ANY EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILIY OF THE COMPUTER PROGRAM; FITNESS FOR LICENSEE’S PURPOSE OR SYSTEM INTEGRATION; ACCURACY OF INFORMATIONAL CONTENT; NON-INFRINGEMENT; QUIET ENJOYMENT; AND TITLE.  SUBSCRIBER AGREES THAT ANY EFFORTS BY HWW TO MODIFY ITS GOODS OR SERVICES SHALL NOT BE DEEMED A WAIVER OF THESE LIMITATIONS, AND THAT ANY HWW WARRANTIES SHALL NOT BE DEEMED TO HAVE FAILED OF THEIR ESSENTIAL PURPOSE.  IT IS AGREED THAT HWW CANNOT GUARANTEE OR WARRANT:  THE ACCURACCY OF THE MATERIAL CONTAINED ON THE WEB SITE, THAT THE WEB SITE IS FREE OF VIRUSES, TROJAN HORSES OR OTHER DAMAGING COMPUTER PROGRAMMING OR OTHER HARMFUL COMPONENTS AND THE SUBSCRIBER WAIVES ANY SUCH WARRANTIES.  SUBSCRIBER FURTHER AGREES THAT HWW SHALL NOT BE LIABLE TO SUBSCRIBER OR ANY THIRD PARTY FOR ANY LOSS OF PROFITS, LOSS OF USE, INTERRUPTION OF BUSINESS, OR ANY DIRECT, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND WHETHER UNDER THIS AGREEMENT OR OTHERWISE, EVEN IF HWW WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR WAS GROSSLY NEGLIGENT.  Some jurisdictions do not permit the exclusion or limitation of liability for consequential or incidental damages, and, as such, some portion of the above limitation may not apply to Subscriber.  In such jurisdictions, HWW liability is limited to greatest extent permitted by law.  HWW’s MAXIMUM LIABILITY AND SUBSCRIBER’S SOLE AND EXCLUSIVE REMEDY FOR ANY CAUSE WHATSOEVER, SHALL BE LIMITED TO THE SUBSCRIPTION FEES, IF ANY, PAID BY YOU.

      11.     Entire Agreement.

This Agreement supersedes any and all other agreements, either oral or in writing, between the parties with respect to the matters stated herein, and this Agreement contains all of the covenants and agreements between the parties with respect thereto.  This Agreement may be amended or modified only in writing, and shall be effective only after affixation of both parties’ signatures.

12.     Knowing Consent and Authority to Consent.