Clicktime.com, Inc., a California corporation, ("ClickTime.com") provides the ReviewManager Internet-based collaboration service (the "Service") subject to your compliance with the terms and conditions below. PLEASE READ THESE TERMS AND CONDITIONS ("this User Agreement") CAREFULLY BEFORE ACCESSING THE SERVICE. BY ACCESSING THE SERVICE, YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS BELOW. IF YOU DO NOT AGREE TO ABIDE BY THESE TERMS AND CONDITIONS, YOU MAY NOT ACCESS OR USE THE SERVICE.

1. Customer and User
You have accessed the Service at the invitation of a customer of ClickTime.com ("Customer") as a user. Customer and ClickTime.com have entered into an agreement for provision of the Service to Customer and its invitees ("Customer Agreement"). The Customer Agreement is separate and distinct from this User Agreement. This User Agreement is between you and ClickTime.com. Nothing herein (including without limitation Section 6(d) hereof) modifies or limits the terms and conditions of the Customer Agreement, even if you are an employee or agent of Customer. You are an at-will invitee of Customer and agree that Customer or ClickTime.com may dismiss you, removing you from the Service, at any time and for any reason without notice.

2. Use of ReviewManager Service
YOU ASSUME TOTAL RESPONSIBILITY AND RISK FOR YOUR USE OF THE SERVICE. CLICKTIME.COM DOES NOT MAKE ANY EXPRESS OR IMPLIED WARRANTIES OR REPRESENTATIONS, ON THE USE OF INFORMATION PROVIDED THROUGH THE SERVICE. CLICKTIME.COM WILL NOT BE LIABLE FOR ANY COST OR DAMAGE ARISING OUT OF OR RELATED TO ANY USE OF INFORMATION PROVIDED THOUGH THE SERVICE. IT IS YOUR SOLE RESPONSIBILITY TO EVALUATE THE ACCURACY, COMPLETENESS, AND USEFULNESS OF ALL INFORMATION, OPINIONS, AND ADVICE PROVIDED THROUGH THE SERVICE.

3. No Service Warranties; Data Handling
(a) THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. CLICKTIME.COM DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR FREE OR THAT ANY INFORMATION, SOFTWARE, OR OTHER MATERIAL ACCESSIBLE ON THE SERVICE IS FREE OF VIRUSES, WORMS, TROJAN HORSES OR OTHER HARMFUL COMPONENTS.
(b) UNDER NO CIRCUMSTANCES WILL CLICKTIME.COM, ITS AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES, OR CONTRACTORS BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES THAT ARISE OUT OF OR RELATE TO YOUR USE OF OR INABILITY TO USE THE SERVICE.
(c) If you are dissatisfied with the Service or with any terms, conditions, rules, policies, guidelines, or practices of ClickTime.com in operating the Service, your sole and exclusive remedy is to discontinue using the Service.
(d) ClickTime.com has no obligation to monitor the Service. However, ClickTime.com has the right to monitor the Service and to disclose any information provided on or through the Service as necessary to satisfy any law, regulation, or other governmental request, and as necessary to operate the Service in the manner it deems proper or to protect itself or its subscribers.
(e) ClickTime.com will not intentionally monitor or disclose any private electronic-mail message unless required by law. ClickTime.com reserves the right to refuse to post or to remove any information or materials, in whole or in part that at its sole discretion, that are unacceptable, undesirable, or in violation of this Agreement.

4. Online Conduct & Data Handling
(a) You agree not to disclose account passwords to anyone. You agree not to share accounts between any two individuals. By accepting this Agreement, you acknowledge that data stored on the Service is not permanent, and the Service should not be used for archiving or backup purposes. All data posted to the Service should be a duplicate of data that you safeguard on your own premises.
(b) You agree not to store "mission-critical" or other critical data on the Service. You agree not to use the Service for transmitting critical life support information nor otherwise to use the Service to sustain, improve, or rescue the health or well-being of any person.
(c) You agree not to use the ReviewManager™ service to transmit any text, image, or other data format that is obscene, pornographic, or contains defamatory material or material that is offensive to any person or group.

5. Failure to Comply With Terms and Conditions
(a) ClickTime.com may deny you access to all or part of the Service without notice at its sole discretion if it believes you have violated any of the terms and conditions in this User Agreement. If ClickTime.com denies you access to the Service, you shall have no right to access through clicktime.com any materials stored on the Service.
(b) You agree to defend, indemnify and hold ClickTime.com, its affiliates, officers, directors, employees, and contractors harmless from any and all liabilities, costs and expenses, including without limitation reasonable attorneys' fees, related to any violation of this Agreement by you or authorized users of your account, or in connection with the use of the Service or the placement or transmission of any message, information, software or other materials on the Internet by you or authorized users of your account.

6. Miscellaneous
(a) In the event that any portion of this Agreement is held to be unenforceable, the unenforceable portion will be construed in accordance with applicable law as nearly as possible to reflect the original intentions of the parties and the remainder of the provisions shall remain in full force and effect.
(b) ClickTime.com's failure to insist upon or enforce strict performance of any provision of this Agreement will not be construed as a waiver of any provision or right. Neither the course of conduct between parties nor trade practice will act to modify any provision of this Agreement. Clicktime.com may modify this Agreement from time to time by placing a notice of such modification on the login screen and your continued use of the Service following notice of such modification shall be deemed to be your acceptance of any such modification. It is your responsibility to check the Service regularly to determine whether this Agreement has been modified. If you do not agree to any modification of this Agreement, you will immediately stop using the Service.
(c) This Agreement will be governed by and construed in accordance with the laws of the State of California, without regard to its conflicts of law provisions. Any cause of action you may have with respect to the Service must be commenced within one (1) year after the claim or cause of action arises or such claim or cause of action is barred.
(d) This Agreement constitutes the entire agreement between you and ClickTime.com with respect to the Service and supersedes any prior agreement, understanding, or negotiation.

Revised: November 7, 2000