3. DESCRIPTION OF PROGRAMS AND RELATED BENEFITS AND RESPONSIBILITIES

1. ELIGIBILITY

The Ready-to-Go Marketing Events partner Web site (“RTG Marketing Events Site”) is made up of an online repository of various internet Web pages, information, content and online services (collectively the “Program”) operated or provided by Microsoft Corporation, with a principal address at One

Microsoft Way, Redmond, WA 98052-6399 and/or its affiliates (collectively, “Microsoft"). The Program provided at the RTG Marketing Events Site and any affiliated “Ready-to-Go” Web sites are open to partners who log in using a Microsoft-issued log-in, or are otherwise granted access, to make use of the Program and any third party opportunities or services available through the RTG Marketing Events Site.

Each partner granted access and participating in the Program is referred to as the (“Participant”).

2. PROGRAM ACCESS ACCOUNT

a. Microsoft may provide the Participant with a user name and password to access the Program.

b. The Participant shall not disclose his/her user name and password to any other person or entity, and agrees to immediately notify Microsoft in the event of any unauthorized disclosure or use of the same.

c. The Participant agrees to access the Program only within the authorized capabilities of his/her account or level of access. Microsoft will immediately terminate the Program account privileges of any Participant who attempts to gain unauthorized access into another person's account, password, or any restricted area of the Program network.

3. DESCRIPTION OF PROGRAMS AND RELATED BENEFITS AND RESPONSIBILITIES

As a Participant, you may have the opportunity to participate in this program by creating and managing your own marketing events.

a. Participant-led, Participant-funded

Who can participate: all Participants who accept the terms and conditions of use for the Program, as stated in this agreement

Microsoft will provide:

 Microsoft will provide use of Ready-to-go Marketing Events Program and of

www.ClickToAttend.com, Microsoft’s event management and customer registration Web sites, respectively. Registration sites will be co-branded with Microsoft and Participant branding.

o Using these sites, Participant can:

 collect attendee registration information in a privacy-compliant manner

 access registration information 24 hours a day (within the guidelines of the site’s retention policy)

 provide a dual-branded Web site that displays both the Participant and Microsoft logos

 After customers register for a Participant event on the www.ClickToAttend site, the Program will send e-mail messages to event registrants to confirm event registration, provide pre- event reminders, and provide post-event follow-up in the form of either a “sorry we missed you” or “thanks for coming” message.

Participant agrees to:

 Take full responsibility for all aspects of the event including demand generation, content preparation, delivery, and follow up.

 In using the Program, where such use involves use of Microsoft logo or trademarks, Participant will at all times comply with Microsoft’s branding terms and conditions for partners located at https://brandtools.partners.extranet.microsoft.com/Pages/default.aspx.

4. PARTICIPANT AGREEMENT AND WARRANTIES

Each Participant, by accessing and using the Program, hereby agrees to comply with all of the terms and conditions contained in this agreement. Participants who are also members of the Microsoft Partner Network or Windows Live, hereby affirm, and incorporate into this agreement the terms of any existing agreement with Microsoft, to the extent not in conflict with the express terms governing the use of the RTG Marketing Events Site.

The Participant further represents and warrants that:

A. Use and Distribution of Collateral

The Participant’s access to the Program and use of the services incorporated into the Program may include, only where expressly permitted, certain information, materials and marketing collateral bearing intellectual property subject to copyright or trademark protection on behalf of Microsoft or affiliated third parties (collectively, “Collateral”). Each Participant represents and warrants that its use or the Collateral will not violate the rights of Microsoft, or the terms of any agreement or obligation between the Participant and any third party, or the intellectual property rights of any third party;

Except as expressly permitted by the terms of the Program, the Participant will not alter or attempt to alter the Collateral. In respect of any seminar materials included in the Collateral, in presenting the materials the Participant shall not substantially deviate from the content or structure of the seminar.

The Participant will not include, or incorporate into, any unauthorized offers, representations, warranties, or guarantees of any kind with the Collateral. Without limiting the generality of the

foregoing, the Participant agrees to not include any representations regarding product prices within or

with respect to the Collateral.

Prior to distributing any Collateral to any customer on his/her customer list, the Participant has obtained the customer’s consent and complied with all applicable laws to send such Collateral to the customer.

The Participant’s use of the Program and distribution of any Collateral will comply with all applicable laws and regulations.

B. Collection and Use of Personally Identifiable Information

Participant represents and warrants that in connection with its participation in the Program, all collection, use and disclosure of any information by Participant about an identifiable individual ("personal information") on his/her customer lists has been performed in full compliance with all applicable laws and regulations in the Participant’s country of operation and/or domicile or, as applicable, that of the individual (the “Participant Country”).

In particular, the Participant has only collected personal information with individuals’ prior knowledge and informed consent, and has used, or will use, such personal information only for those purposes stated in connection with the Program which are specifically identified and reasonable based on the consent including, without limitation, the communication of personal information to Microsoft and the receipt of information from Microsoft ("Identified Purposes"). The Participant will not disclose any customer’s personal information to any third party except as necessary to perform the Identified Purposes or with the customer’s prior consent.

The Participant will provide a privacy statement for the Microsoft/Participant co-branded Web site on ReadytoGo.Microsoft.com. The Participant’s privacy statement will comply with industry-standard privacy guidelines and practices including, without limitation, guidelines and practices recommended by the business Privacy Resources at TRUSTe: http://inforoom.truste.com/#G’ Better Business Bureau Online privacy statement example: http://www.bbbonline.org/reliability/privacy/ .

The Participant will provide a privacy policy, which will be prominently posted, a conspicuous link its privacy policy next to the data collection area at any online event, conducted through the RTG Marketing Events Site(s) where it is collecting personal information of event attendees. The privacy policy will be conspicuous and readily accessible to event attendees if personal information is collected.

Participant’s privacy policy will meet or exceed all applicable laws, rules, or regulations governing the use of such information.

Participant represents and warrants to Microsoft that any materials created, distributed, and/or presented by Participant at any event does not (i) infringe any copyrights, patent, trade secret, or other proprietary or legal right held by Microsoft or any third party; (ii) contain libelous or unlawful

statements; or (iii) infringe or violate any right of privacy or other right of any person.

The Participant represents and warrants that it in using the Program to collect or disclose personal

information it will, at all times, fully comply with all Microsoft policies, guidelines, and directives

regarding the protection of privacy rights, as provided by Microsoft, from time to time and available online at http://privacy.microsoft.com.

For any sweepstakes or other promotions held by Participant, Participant is responsible for complying with all applicable laws and regulations governing the running of the promotion in the Participant Country.

For Event Type #1 (i.e. Participant-led, Participant-funded), Participant is responsible for ensuring the event complies with the Americans with Disabilities Act or corresponding international laws relating to physical access for the disabled in the Participant Country.

5. NO UNLAWFUL OR PROHIBITED USE

In using the Program or participating in the Program, you may not, except in the case of such lawful activity expressly permitted in the rights granted for any feature of the Program:

 engage in, facilitate, or further hostile, deceptive, immoral or unlawful conduct;

 use the Program in a way that harms or offends fellow users, Microsoft or our advertisers, affiliates, resellers, distributors, and/or vendors, or other third parties using the RTG Marketing Events Web Site or the Program;

 use any portion of the Program to deliver, or as a destination linked to or from any, unsolicited bulk messages or unsolicited commercial messages ("spam");

 use any automated process or service to access and/or use the Program (such as a BOT, a spider, periodic caching of information stored by Microsoft, or "meta-searching");

 use any unauthorized means to modify or reroute, or attempt to modify or reroute, the Program;

 damage, disable, overburden, or impair the Program (or the network(s) connected to the Program) or interfere with anyone else's ability to access or use the Program;

 resell or redistribute the Program, or any part of the Program;

 disrupt, or try to gain unauthorized access to, any account, computer, hardware, or network related to the Program;

 obtain (or try to obtain) any data from the Program or related hardware, except data that we intend to provide or make available to you;

 use the Program or related hardware to design, develop, or update unauthorized software; or

 use or distribute unauthorized cheats, macros, or scripts.

6. USE OF COMMUNICATION SERVICES

The Program may contain e-mail services, bulletin board services, chat areas, news groups, forums,

communities, and/or other message or communication facilities designed to enable you to

communicate with others (each a "Communication Service" and collectively "Communication Services").

You agree to use the Communication Services only to post, send, and receive messages and material that are proper and, when applicable, related to the particular Communication Service. By way of example, and not as a limitation, you agree that when using the Communication Services, you will not:

 Use the Communication Services in connection with surveys, contests, pyramid schemes, chain letters, junk email, spamming, or any duplicative or unsolicited messages (commercial or otherwise).

 Defame, abuse, harass, stalk, threaten, or otherwise violate the legal rights (such as rights of privacy and publicity) of others.

 Publish, post, upload, distribute, or disseminate any inappropriate, profane, defamatory, obscene, indecent, or unlawful topic, name, material, or information.

 Use any material or information, including images, photos, sounds, 3D Models, or any other content, which are made available through the Program in any manner that infringes any copyright, trademark, patent, trade secret, or other proprietary right of any party.

 Upload files that contain viruses, Trojan horses, worms, time bombs, cancelbots, corrupted files, or any other similar software or programs that may damage the operation of another's computer or property of another.

 Advertise or offer to sell or buy any goods or services for any business purpose, unless such Communication Services specifically allows such messages.

 Download any file posted by another user of a Communication Service that you know, or

reasonably should know, cannot be legally reproduced, displayed, performed, and/or distributed in such manner.

 Falsify or delete any copyright management information, such as author attributions, legal or other proper notices, or proprietary designations or labels of the origin or source of software or other material contained in a file that is uploaded.

 Restrict or inhibit any other user from using and enjoying the Communication Services.

 Violate any code of conduct or other guidelines that may be applicable to any particular Communication Service.

 Harvest or otherwise collect information about others, including e-mail addresses.

 Violate any applicable laws or regulations.

 Create a false identity for the purpose of misleading others.

 Post links to Websites that violate this TOU or any applicable Code of Conduct.

 Use, download or otherwise copy, or provide (whether or not for a fee) to a person or entity any directory of users of the Program or other user or usage information or any portion thereof.

Microsoft has no obligation to monitor the Communication Services. Microsoft reserves the right,

however, to review materials posted to the Communication Services and to remove any materials in its

sole discretion. Microsoft also reserves the right to terminate your access to any or all of the Communication Services at any time, without notice, for any reason or no reason.

In addition, Microsoft reserves the right at all times to disclose any information as Microsoft deems necessary to satisfy any applicable law, regulation, legal process, or governmental request, or to edit, refuse to post, or to remove any information or materials, in whole or in part, in Microsoft's sole discretion.

In using any Communication Services located at the RTG Marketing Events Site, you should always use caution when giving out any personally identifiable information about yourself or any other individual in any

Communication Services. Microsoft does not control or endorse the content, messages, or information found in any Communication Services and, therefore, Microsoft specifically disclaims any liability with regard to the Communication Services and any actions resulting from your participation in any Communication Services.

“Managers” and “hosts” of any Communication Services are not authorized Microsoft spokespersons, and their views do not necessarily reflect those of Microsoft. Materials uploaded to the Communication Services may be subject to posted limitations on usage, reproduction, and/or dissemination; you are responsible for adhering to such limitations if you download the materials.

7. INTELLECTUAL PROPERTY RIGHTS

Microsoft grants to the Participant a non-exclusive, revocable license to use the Collateral solely for the purpose of promoting Microsoft’s products. This Agreement does not grant the Participant any right, title, interest, or license in or to any of Microsoft or Microsoft Corporation’s names, word marks, logos, logotypes, trade dress, designs, or other trademarks. Participant shall not make any modifications to any trademarks or logos of Microsoft included in the material as provided by Microsoft.

8. NON-DISCLOSURE PROVISIONS

In consideration of Microsoft's grant of Program account privileges and the Program, the Participant

agrees that, at all times during his/her participation in the Program and thereafter, the Participant

expressly undertakes to retain in strictest confidence and agrees not to use for any purpose other than

his/her business association with Microsoft, nor disclose to anyone outside of Microsoft without the

express written authorization of an officer of Microsoft, any confidential or proprietary information of

Microsoft, including but not limited to:

a. data, concepts, techniques, processes, designs, circuits, cost information, computer programs, formulas, development or experimental work, work in progress, and other technical know-how, financial, marketing and other business information, or any other trade secrets of Microsoft disclosed to the Participant by Microsoft or obtained by the Participant through observation or examination of Microsoft operations, customers or suppliers, including the identity of such customers or suppliers; and any information Microsoft has received from others that Microsoft is obligated to treat as confidential or proprietary.

If the Participant has any questions as to what comprises such confidential or proprietary information, the Participant agrees to consult with Microsoft. The information protected by this paragraph includes all information and know-how transmitted to the Participant by Microsoft that Microsoft has designated as proprietary and/or confidential or that, by the nature of the circumstances surrounding the

disclosure, ought in good faith to be treated as proprietary and/or confidential.

9. LIMITATION OF LIABILITY

Microsoft and its affiliates, successors, officers, directors, employees, and suppliers assume no

responsibility for any error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction to or unauthorized alteration of the content form, or any electronically transmitted information in furtherance of the Program. Microsoft is not responsible for (i) any problems or technical malfunctions of any telephone network or lines, computer on-line systems, servers, or providers, computer equipment, software; or, (ii) the failure of any e-mail to be received by Microsoft as a result of technical problems or traffic congestion on the Internet or at the Program Web site.

Microsoft and its affiliates, successors, officers, directors, employees, and suppliers make no

representation about the suitability, reliability, availability, timeliness, and accuracy of the Collateral for

any purpose. All such content is provided "as is" without warranty of any kind. Microsoft and/or its

respective suppliers hereby disclaim all warranties and conditions with regard to this content, including

all implied warranties and conditions of merchantable quality, fitness for a particular purpose, title, and

non-infringement.

In no event shall Microsoft or its affiliates, successors, officers, directors, employees, or suppliers be liable for any direct, indirect, punitive, incidental, special, consequential damages, or any damages whatsoever including, without limitation, damages for loss of use, data or profits, arising out of or in any way connected with the use or performance of the Program, with the delay or inability to use the Program, the provision of or failure to provide the Program, or for any Collateral or other benefits obtained through the Program, or otherwise arising out of the use of the Program, whether based on contract, tort, negligence, strict liability or otherwise, even if Microsoft or any of its suppliers has been advised of the possibility of damages. If the Participant is dissatisfied with any portion of the Program, or with any of these terms and conditions, the Participant’s sole and exclusive remedy is to discontinue using the Program.

10. INDEMNITY

The Participant agrees to indemnify, pay the defense costs of, and hold Microsoft, Microsoft

Corporation, and their affiliates, successors, officers, directors, employees, and suppliers harmless from any and all actions, causes of action, claims, demands, costs, liabilities, expenses and damages (including legal fees) arising out of, or in connection with (i) the Participant’s use of the Program, (ii) any claim or complaint relating to the violation of any person’s privacy rights, or (iii) any other claim that, if true would constitute a breach of the Participant’s warranties and/or obligations as set forth in this Agreement.

11. LINKS TO THIRD PARTY SITES

The RTG Marketing Events Web site may contain links to third party Web sites. The linked sites are not under the control of Microsoft, and Microsoft is not responsible for the contents of any linked site or any link contained in a linked site, or any changes or updates to such sites. Links are only provided as a convenience, and the inclusion of a link does not imply endorsement by Microsoft of the linked site.

12. CHANGES TO/CANCELLATION OF THE PROGRAM

We may change the Program or delete or discontinue features or other content at any time and for any

reason (or no reason). We may cancel or suspend your Program at any time. Our cancellation or

suspension may be without cause and/or without notice. Upon Program cancellation, your right to use

the Program stops right away. Once the Program are cancelled or suspended, any data you have stored

on the Program may not be retrieved later.

13. TERMINATION

a. Microsoft reserves the right, in its sole discretion, to terminate the Participant’s access to and use of the Program without cause upon ten (10) business days written notice. In the event of a breach of the obligations under Sections 4, 5, 6, or 7, Microsoft shall have the right to terminate the Participant’s access to and use of the Program immediately upon written notice to the Participant.

b. Microsoft may vary or cancel the Program at any time, at its sole discretion, upon reasonable notice which shall be posted on the Program Web site. In the event of such a cancellation, any expenses incurred by the Participant will not be reimbursed by Microsoft.

c. In the event of termination of this Agreement for any reason, all sections, terms and/or representations and warranties in this Agreement that by the nature of the obligation should reasonably be understood to survive the termination of this Agreement shall be deemed to survive such termination.

14. Data Retention

a. All customers registered for your events will be visible in the participant’s registration list pre event, unless deleted by the participant.

b. For customers that register for an event not using their Windows Live ID, their personal data will be available in the participant’s registration list for 90 days post event. After 90 days, the personal information will be removed and the user will be listed as anonymous.

c. For customers that register for an event using their Windows Live ID, their personal data will be

available in participant’s registration list for 2 years post event. After 2 years the participant’s

registration list will no longer be available for viewing in the Ready-to-Go Events site.

15. GENERAL

This Agreement is governed by the laws of the State of Washington and the laws of the United States applicable therein, and the Participant consents to the exclusive jurisdiction of the State of Washington Courts or the Federal Court of the United States. The Participant agrees that no joint venture,

partnership, employment, or agency relationship exists between the Participant and Microsoft as a result of this Agreement or use of the Program.

Microsoft may assign this Agreement, in whole or in part, at any time. Microsoft's performance of this Agreement is subject to existing laws and legal process, and nothing contained in this Agreement is in derogation of Microsoft's right to comply with governmental, court and law enforcement requests, or requirements relating to the Participant’s use of the Program or information provided to or gathered by Microsoft with respect to such use.

If any part of this Agreement is determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of this Agreement shall continue in effect.

This Agreement and any Program emails sent by Microsoft Account Representatives in connection with

an event opportunity constitute the entire agreement between the Participant and Microsoft with

respect to the Program and such Agreement supersedes all prior or contemporaneous communications

and proposals, whether electronic, oral or written, between the Participant and Microsoft with respect

to the Program. A printed version of this Agreement and of any notices given in electronic form shall be

admissible in judicial or administrative proceedings based upon or relating to this Agreement to the

same extent and subject to the same conditions as other business documents and records originally

generated and maintained in printed form.