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TERMS OF USE Andrew Robinson International Risk Management Consultants, Inc. (ARI) This document was last updated January 9, 2012. 1. ACCEPTANCE OF TERMS By accessing and using Andrew Robinson International Risk Management Consultants, Inc. (“ARI”) web site, www.aririsk.com, www.aririskmanagement.com, www.commonsensesavant.com, www.corporateriskstrategies.com, www.corporateriskstrategy.com, www.directorofficerliability.com, www.environmentalimpairment.com, www.riskadviser.net, www.riskDD.com, www.riskduediligence.com, www.unconflicted.com (the “Site”), users (each, a “User” or “you”) are agreeing to the following Terms of Use (“Terms of Use”). Please read these Terms of Use carefully, along with the ARI Privacy Statement. By using this Site or the ARI services offered on the Site (“ARI Services”), you signify your agreement to these Terms of Use, our Privacy Statement and all terms, conditions and notices contained or referenced herein. If you do not agree to these Terms of Use, please do not use this Site. 2. CHANGE TO TERMS AND ARI SERVICES We may, without notice, modify or terminate the ARI Services for any reason, without liability to you, any other user or any third party. We reserve the right to modify these Terms of Use at any time without notice. Please review these Terms of Use from time to time so that you will be apprised of any changes. 3. PRIVACY STATEMENT Click here to review the ARI Privacy Statement, which sets forth ARI online data collection and usage policies. Capitalized terms used but not defined in these Terms of Use are defined in the Privacy Statement. 4. NO DATA MINING OR RESALE Use of manual or automated software, devices, or other processes (including but not limited to spiders, bots, scrapers, crawlers, avatars, data mining tools, or the like) to “scrape” or download data from any web pages contained in the Site is strictly prohibited. Except as otherwise permitted in these Terms of Use, you agree not to: (i) monitor or copy, or allow others to monitor or copy, the Site or the content included on the Site; or (ii) “frame” or otherwise simulate the appearance or function of the Site. The Site and the ARI Services are for your personal or internal business use only and may not be used for any commercial purpose. You agree not to (i) use the Site for illegal and/or unauthorized uses, including collecting information and/or e-mail addresses of other Users by electronic or other means for the purpose of sending unsolicited e-mail; (ii) reproduce, duplicate, copy, sell, resell or exploit for any commercial purposes, any aspect of the ARI Service; (iii) develop or derive for commercial sale any data in any form whatsoever that incorporates or uses any part of the ARI Services or any data residing in it; or (iv) use the ARI Services to sell a product or service or to increase traffic to your web site; 5. USER CONTENT You acknowledge and agree that (i) ARI does not pre-screen content provided by Users of the Site (“User Content”); (ii) ARI does not endorse or adopt (and has not necessarily reviewed) any User Content nor assumes any responsibility for, nor guarantees the accuracy, integrity or quality of, any material therein; (iii) all User Content posted on, transmitted through, or linked from the ARI Services are the sole responsibility of the person from whom such User Content originated and ARI has no responsibility for such User Content, (v) by using the ARI Service, you may be exposed to User Content that is offensive, inappropriate, harmful, indecent, inaccurate, deceptive, misleading or otherwise objectionable, and (v) ARI shall have the right (but not the obligation) in its sole discretion to refuse or remove any User Content on the Site and to edit or delete any objectionable material. If you believe that ARI has acted mistakenly with respect to certain User Content or other content, you may contact us at info@ariRisk.com, in which case we may investigate the matter further. We reserve the right, however, to take no further action. 6. COPYRIGHT POLICY All content, including but not limited to text, software, music, sound, photographs, trademarks, service marks, logos, video, graphics or other material contained on the Site or in commercially produced information presented to you through the Site by ARI or ARI’s third party licensors (“Site Content”) is protected by copyright, trademarks, service marks, patents or other proprietary agreements and laws and you are only permitted to use Site Content as expressly authorized herein or in writing by ARI. These Terms of Use do not transfer any right, title, or interest in the Site or the Site Content to you, and ARI and its third party licensors retain all of its and their respective right, title and interest to the Site and Site Content. You acknowledge and agree that ARI owns all database, compilation, collective and similar rights, title and interest worldwide in our information databases, and all information and derivative works generated from those databases. Except as provided in these Terms of Use, you may not use, download, upload, modify, copy, print, display, perform, reproduce, publish, license, post, transmit, distribute or otherwise exploit any Site Content or information from the Site, in whole or in part, without the express permission of ARI. Requests for such permission should be made to info@aririsk.com. You may without our permission download, view, copy, retransmit and print Site Content, but only if: a) the Site Content is used solely for personal, informational, or internal business purposes; b) the Site Content is not provided, sold, licensed or leased (nor is access provided to the Site Content) for any fee or other consideration; c) all copyright, trademark and other proprietary rights notices included in the Site Content and on the Site, appear on all copies; d) the Site Content is not modified or altered in any way; and e) no graphics are used separately from accompanying text. The trademarks, logos and service marks displayed on the Site are the property of ARI or its licensors. ARI, ARI Risk, www.aririsk.com, www.aririskmanagement.com, www.directorofficerliability.com, www.riskadviser.net and all the brands of other ARI products and services shown herein are the trademarks or registered trademarks of ARI. Other trademarks belong to their respective owners. If you are aware of material on the Site that infringes copyright, please contact us through the copyright infringement notification process described below. UNAUTHORIZED USE, COPYING, REPRODUCTION, MODIFICATION, REPUBLISHING, UPLOADING, DOWNLOADING, POSTING, TRANSMITTING, DISTRIBUTING OR DUPLICATING OR ANY OTHER MISUSE OF ANY PART OF THE SITE IS PROHIBITED. Nothing contained in the Terms of Use or in the materials on the Site should be construed as granting, by implication, estoppel or otherwise, any license or right to use any material in any manner without the prior written consent of ARI or such third party that may own the material or intellectual property displayed on this Site. In addition, use of the Site Content or materials for any purpose not expressly permitted in the Terms of Use is prohibited. You shall not copy or adapt the HTML code that ARI uses to generate any Site Content or the pages making up the Site. If you believe that your work has been copied and has been posted to the Site in a way that constitutes copyright infringement, you may provide ARI with notice of your complaint by providing ARI with the following information in writing: a) the electronic or physical signature of the owner of the copyright that has allegedly been infringed or a signature of the person authorized to act on the owner's behalf; b) identification of the copyrighted work that you claim has been infringed or, if multiple copyrighted works on the Site are covered by a single notification, a representative list of such works at the Site; c) identification of the material that is claimed to be infringing, with information about its location reasonably specific to permit ARI to locate the material; d) our name, address, telephone number, and e-mail address; e) a statement by you that you have a good faith belief that the use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and f) a statement, made under penalty of perjury, that the above information in your notification is accurate and that you are the copyright owner or are authorized to act on the copyright owner's behalf. To be effective, your notification must be in writing and include the above information. The ARI Designated Copyright Agent to receive your notification is: ARI Risk - IP Asset Manager 211 Congress Street Boston, MA 02110 Tel.: 617.423.0131 info@aririsk.com 7. COMPLIANCE WITH APPLICABLE LAW You agree to comply with all laws, legislation, rules, regulations, and governmental requirements of any jurisdiction in or from which you access the Site or ARI Services. Your use of any data obtained through the ARI Service or the Site, including without limitation e-mail addresses, to send e-mail to any person, must fully comply with all federal and state laws with respect to unsolicited e-mail. 8. DISCLAIMERS THE SITE AND THE ARI SERVICES PROVIDED THROUGH IT ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. ARI DISCLAIMS TO THE FULLEST EXTENT PERMISSIBLE BY LAW, AND YOU WAIVE, ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. THE FUNCTIONS, MATERIALS AND CONTENT OF THE SITE ARE NOT WARRANTED TO BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE, AND ARI MAKES NO WARRANTY THAT THE INFORMATION ON THE SITE WILL BE ACCURATE, CURRENT OR RELIABLE OR THAT THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SITE WILL MEET YOUR EXPECTATIONS. ARI DISCLAIMS ANY RESPONSIBILITY FOR THE DELETION, FAILURE TO STORE, MISDELIVERY, OR UNTIMELY DELIVERY OF ANY INFORMATION OR MATERIAL. YOU ASSUME THE ENTIRE RISK OF LOSS AND DAMAGE DUE TO YOUR USE OF THE SITE, INCLUDING BUT NOT LIMITED TO THE COST OF REPAIRS OR CORRECTIONS TO YOUR HARDWARE OR SOFTWARE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, AND AS A CONSEQUENCE SOME OF THE ABOVE DISCLAIMERS MAY NOT APPLY TO YOU. 9. LIMITATIONS ON LIABILITY YOUR USE OF THE SITE IS ENTIRELY AT YOUR SOLE RISK. ARI AND ITS PARENTS, SUBSIDIARIES AND AFFILIATES, AND THEIR RESPECTIVE OWNERS, DIRECTORS, OFFICERS, EMPLOYEES, LICENSORS, SUBCONTRACTORS AND AGENTS SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES OR LOSSES (INCLUDING WITHOUT LIMITATION LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES), WHETHER BASED IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE, WHICH YOU MAY INCUR IN CONNECTION WITH THE USE OF, OR INABILITY TO USE, THE SITE, EVEN IF ARI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSS. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, AND AS A CONSEQUENCE SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. 10. DISPUTES The Terms of Use, your access and use of the Site and the ARI Services and the relationship between you and ARI is governed by the laws of the Commonwealth of Massachusetts, without giving effect to its conflict of law provisions. ARI and you both agree to submit to the personal and exclusive jurisdiction of the courts of the Commonwealth of Massachusetts. Regardless of any statute or law to the contrary, any claim or cause of action by you arising out of or related to use of the Site or the Terms of Use must be filed within one (1) year after such claim or cause of action arose or be forever barred. In the event of any conflict between foreign laws, rules and regulations and those of the United States, the laws, rules and regulations of the United States will govern. The United Nations Convention on Contracts for the International Sale of Goods will not apply to these Terms of Use. If either party commences any action or proceeding against the other party to enforce or interpret this Agreement, the prevailing party in such action or proceeding shall be entitled to recover from the other party the actual costs, expenses and attorneys' fees (including all related costs and expenses), incurred by such prevailing party in connection with such action or proceeding and in connection with obtaining and enforcing any judgment or order thereby obtained. 11. INDEMNITY You shall indemnify and hold harmless, and at ARI’S request defend, ARI and its parents, subsidiaries, affiliates and service providers, as well as their respective owners, directors, officers, shareholders, employees, agents and subcontractors (each, an "Indemnified Party") from and against any and all claims, proceedings, damages, injuries, liabilities, losses, costs and expenses (including reasonable attorneys' fees, an allocation for in-house counsel, and other legal costs) arising out of your acts or omissions, including claims resulting from: (i) your use of or access to the Site, Site Content or ARI Services; (ii) any breach of your obligations, representations or warranties set forth in these Terms of Use; or (iii) your violation of any rights of others. You shall reimburse each Indemnified Party on demand for any costs, expenses and liabilities incurred by such Indemnified Party to which this indemnity relates. 12. OTHER Linking To or From the ARI Web Site: ARI is not responsible for any content, advertising, products, services or other materials on or available from web sites that are linked to or from ARI (including without limitation web sites that may be linked to by another User, and which may be reached by you as part of a search you conduct using the ARI Services). ARI is not responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any content, advertising, products, services or other materials on those web sites. The sites displayed as search results or linked to by the ARI Services are developed by people over whom ARI exercises no control, and ARI may not screen the sites before including them in the indices from which such automated search results are gathered. A search using the ARI Services may produce search results and links to sites that some people find objectionable, inappropriate, or offensive. We cannot guarantee that a ARI search will not locate unintended or objectionable content and assume no responsibility for the content of any site included in any search results or otherwise linked to by the ARI Services. Miscellaneous: ARI’s relationship is not one of agency or partnership and neither you nor ARI shall be deemed to be a partner, employee, fiduciary, agent or representative of the other by your use of the Site. You may not sell, trade, lease, assign or otherwise transfer your rights hereunder to any third party. ARI may assign its rights and duties under these Terms of Use without such assignment being considered a change to the Terms of Use and without notice to you. The Terms of Use are severable. In the event that any provision is determined to be unenforceable or invalid, such provision shall still be enforced to the fullest extent permitted by applicable law, and such determination shall not affect the validity and enforceability of any other remaining provisions. If ARI fails to enforce any provision of the Terms of Use, it shall not constitute a waiver of such provision. The Terms of Use will inure to the benefit of ARI’s successors, assignees and licensees. The Terms of Use, the Privacy Statement and the documents incorporated by reference (including without limitation a Client Agreement, if you decide to become a client-partner), and any modifications by ARI to the foregoing, constitute the entire understanding between ARI regarding your access to, license and use of the Site and the ARI Services, and they supersede any prior agreements, statements or representations with respect to the same. ARI may provide you with notices by email, postal mail, or postings on the Site. Notices given by you to ARI must be given by e-mail and addressed to info@ariRisk.com, or by postal mail. Notices to ARI by postal mail must be sent to ARI Corporate, 211 Congress Street, Boston, MA 02110. Acknowledgment You acknowledge that (a) you have read and understood these Terms of Use; (b) these Terms of Use have the same force and effect as a signed agreement; (c) you have the requisite power and authority to agree to, deliver and perform these Terms of Use and to consummate the transactions contemplated hereby; and (d) these Terms of Use have been duly authorized, agreed to and delivered by you, constitute your legal, valid and binding obligation, and are enforceable against you in accordance with the terms and conditions herein. Contact Information If you have any questions regarding these Terms of Use or the Site, please contact ARI at info@aririsk.com.

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