Terms and Use Agreement

This Agreement is an agreement between you ("User") and Forefield, Inc. ("Forefield") for use of the web-based applications known as Forefield Advisor, Forefield Newsletters, Forefield Seminars, Forefield Continuing Education, Forefield Web Content, Forefield Alerts, and related resource and services (collectively "Forefield Services"). Please read and understand this User Agreement.

1. GRANT OF LICENSE

Subject to the terms of this User Agreement, Forefield hereby grants to User a worldwide, non-transferable, nonexclusive license to use Forefield Services, for the term of this User Agreement, in connection with providing financial advisory services to User's Clients (which term "Clients," as used in this User Agreement, shall mean individuals to whom the User provides financial services, assistance, and/or advice regarding their own personal financial situation, which individuals are not employees or independent contractors of the User or the User's employer) and for User's personal use. This User Agreement does not grant User any title or right of ownership in Forefield Services.

2. TERM

This User Agreement shall become effective when User accesses Forefield Services, and shall continue in effect until terminated as provided in Section 6.2 below. Upon termination of this User Agreement, the license granted by Forefield to User hereunder shall immediately terminate. User shall cease using Forefield Services immediately upon the termination of this User Agreement.

3. HARDWARE AND THIRD PARTY SOFTWARE AND SERVICES

The User has the sole responsibility to obtain and properly configure appropriate hardware and software necessary to use Forefield Services, and to obtain a connection to Forefield Services over the Internet.

4. INTELLECTUAL PROPERTY RIGHTS AND RESTRICTED USE

4.1 Forefield Rights. User acknowledges Forefield is the sole owner of Forefield Services and, except as expressly permitted herein, has the sole right to grant licenses to Forefield Services . User acknowledges that Forefield Services constitutes valuable confidential information and trade secrets, proprietary to Forefield. User acknowledges that the Forefield Services web site, as well as proprietary rights in and appurtenant to Forefield Services, including without limitation to copyright, patent, and trade secret rights, are and shall remain the sole property of Forefield. User shall have only the limited use rights specifically granted by this User. Any rights not expressly granted in this User Agreement are expressly reserved.

4.2 Copyright and other information. User shall use reasonable efforts to display all Forefield copyright, trademark, and other proprietary notices and disclaimers. User shall not alter, remove, or conceal any copyright, trademark, or other proprietary notice or disclaimer.

4.3 No De-compilation or Modification. User shall not modify copy, translate, or otherwise prepare derivative works, reverse engineer, disassemble, de-compile, recreate, or generate any of Forefield Services or portion thereof, except to the extent Forefield has authorized User to use Forefield Services contrary to this section pursuant to a separate written agreement.

4.4 No Transfer. User shall not, in whole or in part, rent, lease, sublicense, sell, assign, or otherwise transfer Forefield Services, any component or portion thereof or any document produced there from.

4.5 Confidentiality. Except as expressly provided in Section 1 of this User Agreement, User shall not use, give permission in connection with the use of, copy, disclose, or make available, directly or indirectly, all or any portion of Forefield Services or related documentation to any person.

4.6 Export Regulations. User agrees that User will comply at all times with, and will not take any action which will cause Forefield to fail to comply at all times with, all relevant export laws and regulations of the United States and/or any other applicable jurisdiction, to assure that Forefield Services is not exported or re-exported, directly or indirectly, in violation of United States law or the law of any other applicable jurisdiction.

4.7 Security. User agrees that the Forefield Services are intended for the sole use of the User. User is responsible for maintaining the security and confidentiality of User's password. USER SHALL NOT SHARE USER'S PASSWORD WITH ANYONE. If you knows or suspects that the password has been compromised, you should change your password immediately and contact customer support at support@forefield.com.

5. PAYMENT

5.1 To the extent that Forefield makes available free or discounted introductory trial memberships to Forefield Services, users shall not accept more than a single such offer without the permission of Forefield. Accepting more than a single such offer, whether by utilizing a false identity or by providing Forefield with false or misleading registration information, or by using any other means or circumstance, shall result in a termination of this User Agreement.

5.2 Users who subscribe to Forefield Services ("Subscriber") have paid or shall pay for the license and access to Forefield Services, and/or the provision of any services provided by Forefield, or such other fees as are mutually agreed upon by the parties for such license, access and/or services. If Forefield invoices for any charges for a license granted, access to Forefield Services, and/or services provided by Forefield, Subscriber shall pay such invoice in full within thirty (30) days of the date of the applicable invoice. The charges for the license granted and/or services provided by Forefield are exclusive of any and all taxes, levies, duties, import and export charges, or any other form of taxation properly chargeable with respect to this User Agreement. Any taxes, levies, duties, import and export charges, and fees due pursuant to other forms of taxation will be the responsibility of Subscriber.

5.3 Except where explicitly stated, Forefield Services are licensed on an annual basis and are automatically renewed at the then current annual rate.

6. TERMINATION / RENEWAL

6.1 If any fee to be paid by Subscriber for the rights and license granted herein is past due, Forefield may terminate this User Agreement and the license granted hereunder without prior notice. Forefield in its sole and absolute discretion, without prior notice, may terminate this User Agreement and the license granted hereunder if User or Subscriber shall fail to comply with any obligation under this User Agreement or any other agreement between such User or Subscriber and Forefield, including without limitation, a breach of any restrictions on the use of Forefield Services or any other intellectual property licensed to User or Subscriber, any other infringement of the intellectual property rights of Forefield, or if any representation of User or Subscriber shall be inaccurate, or if any warranty of User or Subscriber shall be breached. If User or Subscriber in any way infringes the intellectual property rights of Forefield, Forefield may also, in its sole and absolute discretion, without prior notice, terminate any other agreement between User or Subscriber and Forefield.

6.2 Subscriber may terminate the agreement on 30 days notice prior to the end of the then existing annual term.

6.3 In addition, Forefield may terminate this User Agreement, with or without cause, at any time on 30 days prior notice. If such termination is without cause, a pro-rated refund of the subscription fee will be paid to Subscriber. All obligations relating to non-use and nondisclosure and any other applicable provisions, shall survive termination of this User Agreement.

7. EXCEPTIONS FOR VARIOUS TYPES OF SUBSCRIBERS; OTHER USERS

If your access to Forefield Services is provided by, or through an entity ("Enterprise"), with whom Forefield has a preexisting agreement some or all of the "Fees and Payments" and "Renewal" terms may not apply to you. Please contact the Enterprise, for details.

8. DISCLAIMER OF WARRANTY; LIMITATION OF LIABILITY

USER EXPRESSLY AGREES THAT THE USE OF FOREFIELD SERVICES IS AT USER'S SOLE RISK. FOREFIELD SERVICES IS PROVIDED "AS IS" AND "AS AVAILABLE" FOR USER'S USE, WITHOUT WARRANTIES, REPRESENTATIONS OR CONDITIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED, OTHER THAN THE WARRANTY WHICH IS EXPRESSLY SET FORTH IN SECTION 9.1 OF THIS USER AGREEMENT BELOW, INCLUDING WITHOUT LIMITATION WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, OF OPERABILITY, OF CONFORMANCE TO PUBLISHED SPECIFICATIONS, NON-INFRINGEMENT, TITLE OR OF MERCHANTABILITY. LICENSEE ACKNOWLEDGES THAT FOREFIELD SERVICES MAY BE MODIFIED OR MADE UNAVAILABLE AT FOREFIELD'S DISCRETION, AND THAT IN THE CASE OF A MODIFICATION TO FOREFIELD SERVICES , SUCH MODIFIED FOREFIELD SERVICES MAY NOT BE COMPATIBLE WITH OTHER INFORMATION CREATED USING A PRIOR VERSION OF FOREFIELD SERVICES , AND THEREFORE MAY NOT BE ACCESSIBLE VIA USE OF THE MODIFIED VERSION. FOREFIELD DOES NOT GUARANTEE THAT FOREFIELD SERVICES WILL BE AVAILABLE FOR USE AT THE TIMES OR LOCATIONS OF USER'S CHOOSING. THE ENTIRE LIABILITY OF FOREFIELD AND USER'S EXCLUSIVE REMEDY WITH RESPECT TO THE USE OF FOREFIELD SERVICES SHALL BE THE RECOVERY OF DIRECT DAMAGES, IN AN AMOUNT NOT TO EXCEED THE AMOUNT OF ANY FEE PAID FOR THE MATERIAL OR SERVICE CAUSING SUCH DAMAGE. IN NO CASE SHALL FOREFIELD BE LIABLE FOR LOST OR CORRUPTED DATA, LOST PROFITS, OR ANY OTHER INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES OF ANY DESCRIPTION ARISING FROM THE USE BY USER OF FOREFIELD SERVICES, FOR ANY OTHER CLAIM RELATED IN ANY WAY TO USER'S USE OF FOREFIELD SERVICES, OR ARISING FROM ANY OTHER MATTER RELATING TO THIS USER AGREEMENT, EVEN IF FOREFIELD HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF WARRANTIES OR THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN SUCH STATES OR JURISDICTIONS, THE WARRANTIES SHALL BE EXCLUDED AND THE LIABILITY OF FOREFIELD SHALL BE LIMITED TO THE EXTENT PERMITTED BY LAW.

9. USE AND LIMITATIONS OF RESULTS

FOREFIELD IS NOT ENGAGED IN RENDERING INVESTMENT OR FINANCIAL ADVICE, AND THE RESULTS OF USE OF FOREFIELD SERVICES MUST NOT BE REGARDED OR REPRESENTED AS CONSTITUTING INVESTMENT OR FINANCIAL ADVICE. NOR SHALL FOREFIELD BE DEEMED IN ANY WAY TO BE ACTING AS AN INVESTMENT ADVISER AS THAT TERM IS DEFINED AND USED IN THE INVESTMENT ADVISER'S ACT OF 1940, AS AMENDED OR ANY RULE OR REGULATION PROMULGATED THEREUNDER. AS A PROFESSIONAL FINANCIAL ADVISOR OR PLANNER, REGISTERED REPRESENTATIVE, INSURANCE AGENT AND/OR REPRESENTATIVE, OR IN ANY OTHER STATUS WHEREBY USER MAKES A LIVING BY PROVIDING FINANCIAL, INVESTMENT AND/OR INSURANCE ADVICE TO OTHERS, USER BEARS ALL RESPONSIBILITY FOR ADVICE AND SERVICES FURNISHED TO USER'S CLIENTS, REGARDLESS OF WHETHER USER EMPLOYED FOREFIELD SERVICES IN CONNECTION WITH THE DEVELOPMENT OF SUCH ADVICE. NOTHING CONTAINED IN FOREFIELD SERVICES SHALL BE CONSTRUED AS (1) A RECOMMENDATION TO BUY OR SELL ANY SECURITY OR INVESTMENT PRODUCT OR (2) AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY SECURITY OR INVESTMENT PRODUCT.

10. REPRESENTATIONS AND WARRANTIES

10.1 Representations and Warranties of Forefield. Forefield represents and warrants that it has the right to grant the licenses herein granted to User, and that, to its knowledge Forefield Services and the exercise by User of the rights herein granted shall not infringe any copyright, patent, or trade secret of any third party.

10.2 Representations and Warranties of User. User represents and warrants to Forefield that User is a qualified financial professional and that User has all required licenses to engage in these services, and that User's use of Forefield Services will be represented accurately and used in compliance with all applicable laws and regulations.

10.3 Indemnification. User shall defend, indemnify, and hold harmless Forefield, and Forefield's employees, officers, directors, shareholders, and agents, from and against any and all claims, suits, loss, damages, cost or expense (including without limitation attorneys' fees) resulting from any breach or alleged breach of any covenant, representation, or warranty in this User Agreement or relating or arising in any way out of any services or advice alleged to have been rendered or not rendered by or on behalf of User to any third party.

11. NO ASSIGNMENT

User may not assign or otherwise transfer any of its rights, duties, or obligations under this User Agreement, without the prior written consent of Forefield.

12. GOVERNING LAW AND JURISDICTION

Forefield Services is controlled by Forefield from its offices within the state of Massachusetts, United States of America. By accessing Forefield Services, User and Forefield agree that all matters relating to User's access or use of Forefield Services shall be governed by the statutes and laws of the Commonwealth of Massachusetts, without regard to the conflicts of laws principles thereof.

13. NOTICES

All notices, requests, demands, and other communications called for or contemplated hereunder shall be in writing and shall be deemed to have been duly given when delivered or three (3) days after mailing by U.S. certified mail, return receipt requested, postage prepaid (unless other mode(s) of delivery are specified), at such addresses as the parties may designate by written notice.

14. ENTIRE AGREEMENT

This User Agreement constitutes the entire understanding and agreement between Forefield and User regarding the terms and conditions of the licensing of Forefield Services.

15. NONWAIVER AND SEVERABILITY

Forefield's failure to exercise any right or provision of this User Agreement shall not constitute a waiver of such right or provision. If a court of competent jurisdiction holds any provision of this User Agreement to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision, and agree that the other provisions of this User Agreement remain in full force and effect. In the event that any provision hereof is found invalid or unenforceable pursuant to judicial decree or decision, the remainder of this User Agreement shall remain valid and enforceable according to its terms.

16. INTERNATIONAL USERS

Forefield Services can be accessed from countries around the world and may contain references to products, services, and programs that are not available in other countries. These references do not imply that Forefield intends to announce such products, services, or programs in User's country. Forefield Services is controlled, operated, and administered by Forefield from its offices in Marlborough, Massachusetts, United States of America. Forefield makes no representation that Forefield Services is appropriate or available for use at other locations outside the United States, and access to Forefield Services from territories where Forefield Services is illegal is prohibited. If User accesses the Forefield Services from a location outside the United States, User is responsible for compliance with all local laws.