Policies & Procedures: Electronic Commerce User Agreement

Following is the agreement and License governing your use of ANS' password protected and secure areas of its website.

This Electronic Commerce User Agreement and License ("Agreement") governs your use of Advanced Network Solutions, Inc. and its affiliates' ("ANS") web site. Read all terms and conditions of this Agreement before accessing the ANS Web Site or any Informational Database. By accessing the Web Site or Informational Database, your organization ("you") agree to these terms and conditions, as modified or amended from time to time and each time you access the Database, Software or the Site, you reconfirm your agreement. If you do not agree to these terms and conditions, you may elect not to access the Database or Site. This Agreement is effective from the day you initially use the Software, access the Database or Site until such time as you cease to be an authorized customer of ANS.

1. Definitions. For purposes of this Agreement, the following definitions shall apply:

(i) Site or Web Site. The Site or Web Site means all information, content, concepts, program interfaces, structures, functionality, computer code, published materials, electronic documents, graphic files and other technology inherent in ANS' World Wide Web Site located at www.ansonline.net.

(ii) Software. The Software, if any, includes all concepts, users and program interfaces and structures, functionality, computer code and other technology inherent in all computer software programs and all copies of the software supporting any of ANS' electronic commerce tools and products.

(iii) Databases or Informational Databases. The Informational Databases or Database includes all information accessible from ANS through the Software or the Site, which may include, but is not limited to, data structures, technical and other specifications, pricing, advice, and other data and information. All data and other information available on the Informational Databases are proprietary, confidential and the sole property of ANS or third parties licensing such information to ANS. As such, it may not be disclosed to any third party without the prior written consent of ANS.

2. Security. You must enter a valid user ID and password ("access codes") to use certain Software, access some of the Databases or access the Web Site's secure areas. It is your sole responsibility to monitor use of these access codes for all purposes, including, but not limited to ordering. You accept all responsibility for the security of your user ID and password, and utilization of the Software, Informational Databases or Web Site via the access codes. This includes unauthorized access by your employees or third parties, except for access by third parties resulting from ANS' sole negligence. You have the ability to modify your password at any time. ANS recommends you modify your password regularly. Notify ANS immediately if you wish to terminate your user ID and password or have these access codes reissued. Do not disclose your access codes to anyone not authorized to act on your behalf.

3. Order Validity. You agree not to contest the validity or enforceability of orders placed via the Software or through the Web Site's secure areas under the provisions of any applicable law. All orders placed using the user ID and password shall, for all purposes, be deemed to be in writing signed by you and will be admissible as between the parties to the same extent and under the same conditions as other business records originated and maintained in documentary form.

4. Terms and Conditions of Sale. Unless otherwise stated in an express written agreement signed by an officer of ANS, the terms and conditions contained on ANS' Master Service Agreement, Service Orders, Policies and Procedures, written invoices, and available on line, as amended from time to time, shall apply to all transactions initiated via the Software or through the Web Site. ANS' terms and conditions of sale may vary depending upon the country from which you are ordering or the subsidiary with whom you do business.

ALL SALES TRANSACTIONS EXCLUDE THE APPLICATION OF THE 1980 UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS, IF OTHERWISE APPLICABLE.

5. Termination and Modification. ANS may elect to update, modify, change or terminate all or any part of the functionality available through the Software or Informational Databases or Site, including modification or termination of the ability to place orders or make inquiries at any time in the future. ANS may modify this Agreement from time to time.

Any amendments or modifications may be provided to you through on-line notice. You agree that use of the Software or access to the Informational Databases or Site after you have, or should have received, notice of modifications or amendments to this Agreement will constitute acceptance of all such modifications or amendments. You agree on termination of this Agreement immediately to cease accessing the Informational Databases or Site. The Software, Informational Databases, and the Site's secure areas are confidential information of ANS or companies licensing ANS and contain copyrighted information.

6. License. The Software and Informational Databases are not sold but licensed to you for your internal use in your ordinary course of business for your review, selection, order preparation, support and purchasing of services and products sold by ANS. This license is for the period beginning with your acceptance of this Agreement until termination by you or for failure to maintain authorized customer status; is non-transferable and non-exclusive; and is for use only by your employees engaged in your business, and only in accordance with this Agreement and any documentation provided to you or available on-line from time to time. You may NOT, except as otherwise provided in the documentation or on-line (a) copy any of the Site, Software or Informational Databases; (b) distribute, rent, sublicense or otherwise transfer or disclose, or (except to access the Database in accordance with the documentation) transmit the Site, Software or Informational Databases electronically to any person or entity; (c) modify, translate, merge, or prepare derivative works of the Site, Software or Informational Databases; or (d) use any of the Site, Software or Informational Databases for service bureau or other purposes not specified in this Agreement or the documentation. You may not decompile, disassemble, probe, or otherwise reverse engineer the Software, Informational Databases or the Site.

7. Disclaimer of Warranty; Limitation of Remedies. ANS is licensing the Software, Informational Databases and Site "AS IS" and "AS AVAILABLE." You acknowledge that the Site and/or Software are licensed for use by you as a convenience for you in communicating with ANS. You assume total responsibility and risk for your use of the Software, Informational Databases, Site and your use of the Internet. ANS HEREBY DISCLAIMS ALL WARRANTIES, REPRESENTATIONS AND CONDITIONS, STATUTORY OR OTHERWISE, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTY OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE WITH REGARD TO ANY MERCHANDISE, INFORMATION OR SERVICE PROVIDED THROUGH THE SOFTWARE, SITE OR INFORMATIONAL DATABASES. ANS shall not be liable to you or any third party for any damages arising from or as a result of any delay, omission or error in electronic transmission or receipt of any orders or otherwise made pursuant to the Software or via the Site, even if advised of the possibility of such damages. THE DATABASE CONTAINS INFORMATION OBTAINED BY ANS FROM MANUFACTURERS AND OTHERS THAT INDUSTRY SOURCES BELIEVE WERE RELIABLE, BUT ANS MAKES NO WARRANTY AND DISCLAIMS ALL WARRANTIES AND LIABILITY REGARDING DATABASE ERRORS AND OMISSIONS, AND IT IS SOLELY YOUR

RESPONSIBILITY TO EVALUATE THE ACCURACY, COMPLETENESS AND USEFULNESS OF ALL OPINIONS, ADVICE, SERVICES OR OTHER INFORMATION CONTAINED IN THE INFORMATIONAL DATABASES AND THE SITE. You agree that the Site and/or Software give you significant benefit for no or a modest economic consideration. Your sole and exclusive remedy for any breach of this Agreement by ANS shall be to terminate the Agreement. IN NO EVENT WILL ANS BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES ON ANY LEGAL THEORY WHETHER IN CONTRACT, TORT, EQUITY OR AT LAW, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. Additional Disclaimers may be contained in the Software, Site and Database.

8. Governing Law. This Agreement and your use of the Software, Informational Databases and Site are governed by internal Ohio law and applicable federal laws of the United States. The venue for any disputes arising out of this Agreement shall be, at ANS' sole and exclusive option, the courts with proper jurisdiction at ANS' corporate headquarters, or the courts with proper jurisdiction at your location.

9. Your Obligations. You agree that you shall not use the Software, Informational Databases or Site to do any of the following: (i) restrict or inhibit any other user from using and enjoying the Internet, Site, Software or Informational Databases; (ii) post or transmit any unlawful, illegal, obscene or pornographic information of any kind, including, without limitation, any transmissions constituting or encouraging conduct that would constitute a criminal offense, give rise to civil liability or otherwise violate any local, state, national or international law, including, without limitation, the U.S. Export Control laws and regulations; (iii) knowingly post or transmit any information or software which contains a virus, worm, cancelbot or other harmful component; (iv) upload, post, publish, transmit, reproduce, distribute or participate in the transfer or sale, or in any way exploit any information, software or other material obtained through the Software, Site or Informational Databases which is protected by copyright or other proprietary right or derivative works with respect thereto, without obtaining permission of the copyright owner or right holder. In addition, you may not effect or participate in any activity to (a) post to any usenet or other news group, forum, Email listing or similar group or list, articles which are off topic according to the charter or other public statements of the group or list; (b) send unsolicited mass mailings; or (c) falsify or "spoof' user information provided to ANS or to other users in connection with the use of Software, Informational Databases or Site.

10. Indemnity. You agree to defend, indemnify and hold ANS and its affiliates, and its and their directors, employees and agents harmless from any and all liabilities, costs and expenses, including reasonable attorneys' fees related to or arising from (a) negligent acts or omissions by you in connection with the use of the Software, Informational Databases or Site; (b) claims for infringement of patents arising from the use of the Software, Informational Databases or Site by you other than for its intended purpose, and (c) claims of copyright infringement resulting from the use of the Software, Informational Databases or Site by you other than for its intended purpose.

11. Product and Service Availability and Pricing. ANS provides access to service, product and pricing information on an international basis as a result of making such information available on the World Wide Web. Such information may contain references or cross references to services, products, programs, prices, promotions and services that are not announced or available in your country. Such reference does not imply that ANS intends to announce or make available such products, programs, promotions or services, under such prices in your country. Any promotions may not apply in your geographic region. Please check with your ANS representative regarding product availability, pricing and promotions and the availability thereof in your geographic area. The products listed in the Informational Databases may not be available in your location due to specific legal requirements related to export restrictions and other legal or contractual requirements imposed upon ANS or of your geographic location. ANS assumes no responsibility for being unable to provide products or services due to such legal or contractual requirements. You assume all responsibility for obtaining all necessary approvals to obtain ANS products or services.