SOFTWARE USER FORUM AGREEMENT

1. General
   1. This Software User Forum Agreement (the "Agreement") is between you (collectively, with the entity or organization that you represent, "You" and "Your") and Innovative Computing Corporation ("Innovative"). This Agreement governs Your access to and use of the Innovative Software User Forum (the "Forum"). This Agreement contains terms and conditions that are in addition to the terms and conditions governing Your access and use of the Innovative Web site which You may read by clicking here (the "Web Site Terms of Use Agreement").
   2. Innovative may, at any time and in its sole discretion modify, add or delete all or any part of this Agreement effective immediately upon notice published on the Forum. If you object to any modifications, additions or deletions Your only recourse is to stop using this Forum. Your continued use of the Forum constitutes Your binding acceptance of these terms and conditions, including any modifications, additions or deletions made by Innovative as permitted above.
2. Use of Content
   1. You may not advertise or solicit Your own goods or services on the Forum. You may post on the Forum any information, content or other material (collectively, "Content") that is owned by You, Content for which You have received express permission from the owner, and Content in the public domain (collectively, "User Content"). You assume all risk for determining whether any such User Content is in the public domain. You grant to Innovative the irrevocable right to edit, copy, publish, distribute, translate and otherwise use in any medium (whether now known or hereafter discovered), any User Content that You place on the Forum, without compensation or liability to You. In addition, Your rights to the User Content are further limited by the license You are deemed to grant to Innovative in the Web Site Terms of Use Agreement which you may read by clicking here.
   2. You may not modify, sell or rent, reproduce, create derivative works from, distribute, perform, display, or in any way use or otherwise exploit any Content that is not User Content ("Third Party Content"), in whole or in part, except as otherwise expressly permitted in this Agreement. Third Party Content consisting of downloadable software may not be reverse engineered, disassembled or decompiled unless specifically authorized by the owner of the software's patent and/or copyright unless and to the extent permitted under applicable law.
   3. You may download or copy Third Party Content only for Your own personal, noncommercial use, provided that You maintain all copyright and other notices contained in such Third Party Content. You shall not store electronically any significant portion of such Third Party Content. Except as expressly permitted by applicable copyright laws, no copying, storage, redistribution or publication of such Third Party Content is permitted without the express permission of Innovative or the owners of such Third Party Content or their authorized persons, if other than Innovative. You may download from the Forum any Third Party Content in the public domain for your own personal use or for non-commercial redistribution; provided, however, that You assume all risk and responsibility for determining whether such Third Party Content is in the public domain.
   4. Innovative may wish to use Your name or other information to advertise or otherwise publicize the fact that You use Innovative products/services and/or submitted User Content to Innovative. Innovative will not use Your name and/or other information for such advertising or other publicity unless You grant Innovative permission to do so or Innovative is required to do so by law.
3. Rules of Conduct
   You shall not upload to, distribute or otherwise publish through this Site any content, information, or other material that
   1. violates or infringes the rights of any persons, organizations or entities, including without limitation, rights in copyrights, patents, trademarks, service marks, trade secrets, and other proprietary rights;
   2. is libelous, threatening, defamatory, obscene, indecent, pornographic, or could give rise to any civil or criminal liability under U.S. or international law; or
   3. includes any bugs, viruses, worms, trap doors, Trojan horses or other harmful code or properties. You shall not use the Forum for any commercial purpose or to distribute any advertising or solicitation of goods or services.
4. Managing Content
   Innovative is not responsible for and assumes no liability with respect to any User Content that You or other Users post on the Forum. Innovative reserves the right to delete, move or edit any User Content (in whole or in part) that Innovative may determine, in its sole discretion, violates this Agreement or is otherwise unacceptable to Innovative. Innovative shall have the right, but not the obligation, to correct any errors or omissions in any User Content, as Innovative may determine in its sole discretion. Notwithstanding the foregoing, You shall remain solely responsible for all User Content.
5. No Endorsement of Content
   1. Innovative does not represent or endorse the accuracy or reliability of any Content posted in the Forum (including without limitation any User Content) and You acknowledge that any reliance upon such Content and User Content shall be at Your sole risk. Any Content and User Content posted on the Forum by Forum users shall represent the views of the user posting the Content and User Content, and shall not in any way represent the views of Innovative.
   2. The Forum may contain links to sites on the Internet that are owned and operated by third parties ("Third Party Sites"). You acknowledge that Innovative is not responsible for the availability of, or the content located on or through, any Third Party Site. You should contact the site administrator or Webmaster for such Third Party Site if You have any concerns regarding such links or the content located on such Third Party Site.
6. Indemnity
   You agree to indemnify, defend and hold Innovative and its parent and affiliates, and their respective officers, directors, owners, agents, information providers and licensors harmless from and against any and all claims, liability, losses, costs and expenses (including attorneys' fees) incurred in connection with Your use or alleged use of the Forum. Innovative reserves the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by You, and in such case, You agree to cooperate with Innovative's defense of such claim.
7. Termination of Forum
   Innovative is providing the Forum as a convenience only. Innovative reserves the right, in its sole discretion, to restrict, suspend or terminate Your access to all or any part of the Forum at any time for any reason without prior notice or liability. Without limiting the preceding sentence, Your access to the Forum will be suspended, in appropriate circumstances, if You post any User Content that infringes the intellectual property rights of others. Innovative may, in its sole discretion, change, suspend or discontinue all or any aspect of the Forum at any time, including the availability of any feature, database, or Content, without prior notice or liability to You.

435824.1 Rev. 8/25/06

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