HAVIGROUP.COM Terms and Conditions of Use

MODIFIED AS OF MARCH 2, 2009

Please read these havigroup.com Terms and Conditions of Use (“Terms of Use”) carefully before using this website.

Introduction and Agreement to Be Bound.

These Terms of Use govern havigroup.com (the "Website") and your use of the Website, and you agree to these Terms of Use by using the Website. The Website is operated by The HAVI Group, L.P. ("HAVI Group").

Modification of Terms.

HAVI Group reserves the right to modify these Terms of Use at any time. You will be responsible for reviewing and complying with these Terms of Use periodically in the event that they are modified.

Privacy Policy.

By using the Website and agreeing to these Terms of Use, you consent to the terms of the HAVI Group’s Privacy Statement for the Website, which you understand may be modified from time to time. The Privacy Statement is available at [http://www.havigroup.com/privacy-policy.html] and is incorporated into these Terms of Use by reference. You consent to our use of cookies and similar devices for the purposes set forth in the Privacy Statement and further understand and agree that, to the extent that information is collected about you, it will be stored on servers in the United States.

License.

Conditioned on your compliance with these Terms of Use, HAVI Group grants you a limited, revocable, non-exclusive license (i) to access the Website, and (ii) while accessing the Website, to view Materials displayed on the Website for your personal internal use, and for no other purpose. You are also granted a limited, revocable, non-exclusive license to print a single copy of any portion of the contents of the Website for your personal internal use, and no other purpose. For purposes of these Terms of Use, Materials means any text, data compilations, photographs, software, data instruction packets, graphics, illustrations, artwork, video, music, sound, and any other contents of the Website.

Intellectual Property.

You acknowledge and agree that HAVI Group or its third party licensors own the Materials and all copyrights and all other right, title and interest in and to the Materials, and you agree not to challenge, directly or indirectly, HAVI Group's ownership (or that of its licensors) in and to the Materials. Nothing contained on the Website or in these Terms of Use should be construed as granting, by implication, estoppels, or otherwise, any license or right to use any name, logo, trademark or service mark displayed on this Website without the written permission of HAVI Group or such third party that may own the Trademark displayed on this Website, and you may not use any name, logo, trademark, or service mark contained on this Website without prior written approval by HAVI Group. Except as expressly permitted in these Terms of Use, you may not copy, display, distribute, perform, create derivative works of, or otherwise use any Materials. You shall not use the Materials or the Website in any manner that violates the law or the rights of any other person or entity.

Submissions.

Any information you transmit to the Website by electronic mail or otherwise is non-confidential and nonproprietary. You agree that any such information that you submit, including but not limited to proposals, creative works, inventions and suggestions, is the property of HAVI Group and may be used without limitation by HAVI Group for any purpose without any compensation whatsoever to you.

Disclaimer; and Limitation of Liability

THE WEBSITE AND THE MATERIALS ARE MADE AVAILABLE TO YOU ON AN AS IS BASIS, AND WITH ALL FAULTS, AND WITHOUT ANY WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED. HAVI GROUP AND ITS SUPPLIERS AND LICENSORS, TO THE FULLEST EXTENT PERMITTED BY LAW, DISCLAIM ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO WARRANTIES OF TITLE, FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY AND NON-INFRINGEMENT OF PROPRIETARY OR THIRD PARTY RIGHTS. UNDER NO CIRCUMSTANCES SHALL HAVI GROUP AND/OR ITS SUPPLIERS AND LICENSORS BE LIABLE TO YOU FOR ANY DIRECT OR INDIRECT LOSS OR DAMAGES WHATSOEVER, INCLUDING BUT NOT LIMITED TO LOSS OR DAMAGES FOR WORK STOPPAGE OR INTERRUPTION, FOR LIABILITY OR INJURY TO THIRD PERSONS, OR FOR ECONOMIC, INCIDENTAL, INDIRECT, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES (INCLUDING BUT NOT LIMITED TO ANY DAMAGES FOR ANY LOSS OF BUSINESS, DATA, GOODWILL, PROFITS, SAVINGS, OR SOFTWARE) RESULTING IN ANY WAY FROM YOUR OR ANY OTHER PERSON'S USE OR INABILITY TO USE THE WEBSITE OR THE MATERIALS, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT HAVI GROUP IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOUR SOLE REMEDY FOR DISSATISFACTION WITH THE WEBSITE IS TO STOP USING THE WEBSITE AND MATERIALS. APPLICABLE LAW MAY NOT ALLOW THE LIMITATION OF LIABILITY SET FORTH IN THIS PARAGRAPH, SO THIS LIMITATION OF LIABILITY MAY NOT APPLY TO YOU. IF THIS LIMITATION ON LIABILITY IS FOUND TO BE INVALID OR UNENFORCEABLE AS APPLICABLE TO YOU, THEN THE AGGREGATE LIABILITY OF HAVI GROUP UNDER SUCH CIRCUMSTANCES FOR LIABILITIES THAT OTHERWISE WOULD HAVE BEEN LIMITED SHALL NOT EXCEED THE GREATER OF ONE HUNDRED DOLLARS ($100.00) OR THE LOWEST AMOUNT ALLOWED BY LAW.

Third Party Sites.

The Website may contain links to third party websites, but such links are provided solely as a convenience to you. HAVI Group is not responsible for the content of linked third-party sites and does not endorse, support, or make any representations or warranties regarding the content or accuracy of materials on such third-party web sites. If you decide to access linked third-party websites, you do so at your own risk.

Indemnification.

You agree to defend, indemnify, and hold harmless HAVI Group, its parents, affiliates and subsidiaries and their officers, directors, employees and agents, from and against any claims, actions or demands, including without limitation reasonable legal and accounting fees, alleging or resulting from your negligence, unauthorized use of the Materials or from your breach of these Terms of Use.

Dispute Resolution.

These Terms of Use shall be governed by and construed in accordance with the internal laws of the State of Illinois without regard to its conflicts of laws principles. In the event of litigation, you agree to submit irrevocably to the jurisdiction of the state and federal courts located in Cook or Du Page County, Illinois and you agree not to raise any objections to the venue of such courts. The parties agree that in the event of any suit or proceeding brought by one party against the other, the party prevailing therein shall be entitled to payment from the other party hereto of its reasonable attorney's fees.

Termination.

HAVI Group may terminate your use or rights to access to any or all portions of the Website and the Materials for any reason at all. Any section of these Terms of Use which by its terms and nature indicate that it survives termination shall survive termination.

Assignment.

HAVI Group may assign its rights and duties under these Terms of Use to any party without notice to you. Your rights and duties under these Terms of Use are not assignable by you without consent of HAVI Group.

Severability.

If any provision of these Terms of Use is found to be invalid by any court or tribunal having competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of these Terms of Use, which shall remain in full force and effect.

Waiver.

No waiver of any term of these Terms of Use shall be deemed a further or continuing waiver of such term or any other term.