WorkHabit, Inc. WEB SITE TERMS AND CONDITIONS

Date of Last Revision: October 9, 2008

PLEASE READ THESE TERMS AND CONDITIONS OF USE CAREFULLY. BY ACCESSING OR USING THIS WEB SITE, YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS DESCRIBED HEREIN AND ALL TERMS INCORPORATED BY REFERENCE. IF YOU DO NOT AGREE TO ALL OF THESE TERMS, DO NOT USE THIS WEB SITE.

These terms and conditions of use (“Site Terms”) apply exclusively to your access to, and use of, the Web site of WorkHabit, Inc. (“WorkHabit”), located at www.workhabit.com (the “Site”). These Site Terms do not alter in any way the terms or conditions of any other agreement you may have with WorkHabit, or its subsidiaries or affiliates, for products, services or otherwise. If you are using the Site on behalf of any entity, you represent and warrant that you are authorized to accept these Site Terms on such entity’s behalf, and that such entity agrees to indemnify you and WorkHabit for violations of these Site Terms.

WorkHabit reserves the right to change or modify these Site Terms or any policy or guideline of the Site, at any time and in its sole discretion. Any changes or modification will be effective immediately upon posting of the revisions on the Site, and you waive any right you may have to receive specific notice of such changes or modifications. Your continued use of this Site following the posting of changes or modifications will confirm your acceptance of such changes or modifications. Therefore, you should frequently review the Site Terms and applicable policies from time-to-time to understand the terms and conditions that apply to your use of the Site. If you do not agree to the amended terms, you must stop using the Site.

1. Privacy Policy. Please refer to our Privacy Policy for information on how WorkHabit collects, uses and discloses personally identifiable information from its users.

2. Copyright and Limited License. The Site and all text, graphics, information and other content and materials on the Site( the “Site Materials”) are the proprietary property of WorkHabit or its licensors or users and are protected by U.S. and international copyright laws. You are granted a limited, non-sublicensable license to access and use the Site for your informational, non-commercial and internal business use only. Such license is subject to these Site Terms and does not include: (a) any resale or commercial use of the Site or the Site Materials therein; (b) the distribution, public performance or public display of any Site Materials, (c) modifying or otherwise making any derivative uses of the Site and the Site Materials; (d) use of any data mining, robots or similar data gathering or extraction methods; (e) downloading (other than the page caching) any portion of the Site, the Site Materials or any information contained therein, except as expressly permitted on the Site; or (f) any use of the Site or the Site Materials other than for its intended purpose. Any use of the Site or the Site Materials other than as specifically authorized herein, without the prior written permission of WorkHabit, is strictly prohibited, will terminate the license granted herein and violates WorkHabit’s rights and applicable law. This license is revocable at any time.

3. Repeat Infringer Policy. In accordance with the Digital Millennium Copyright Act (DMCA) and other applicable law, WorkHabit has adopted a policy of terminating, in appropriate circumstances and at WorkHabit’s sole discretion, subscribers or account holders who are deemed to be repeat infringers. WorkHabit may also at its sole discretion limit access to the Site and/or terminate the accounts of any users who infringe any intellectual property rights of others, whether or not there is any repeat infringement.

4. Copyright Complaints. If you believe that anything on the Site infringes upon any copyright which you own or control, you may file a notification of such infringement with our Designated Agent as set forth below.

   Name of Agent Designated to Receive Notification of Claimed Infringement:
   Full Address of Designated Agent to Which Notification Should be Sent:
   Telephone Number of Designated Agent:
   Facsimile Number of Designated Agent:
   E-Mail Address of Designated Agent:

5. Trademarks. WorkHabit, the WorkHabit logo and any other product or service name or slogan contained in the Site are trademarks of WorkHabit and its suppliers or licensors, and may not be copied, imitated or used, in whole or in part, without the prior written permission of WorkHabit or the applicable trademark holder. You may not use any metatags or any other “hidden text” utilizing “WorkHabit” or any other name, trademark or product or service name of WorkHabit without our prior written permission. All other trademarks, registered trademarks, product names and company names or logos mentioned in the Site are the property of their respective owners. Reference to any products, services, processes or other information does not constitute or imply endorsement, sponsorship or recommendation thereof by us.

6. Hyperlinks. You are granted a limited, non-exclusive right to create a text hyperlink to the Site for noncommercial purposes, provided such link does not portray WorkHabit or any of its products and services in a false, misleading, derogatory or otherwise defamatory manner and provided further that the linking site does not contain any adult or illegal material or any material that is offensive, harassing or otherwise objectionable. This limited right may be revoked at any time. You may not use a WorkHabit logo or other proprietary graphic of WorkHabit to link to this Site without the express written permission of WorkHabit. Further, you may not use, frame or utilize framing techniques to enclose any WorkHabit trademark, logo or other proprietary information, including the images found at the Site, the content of any text or the layout/design of any page or form contained on a page on the Site without WorkHabit’s express written consent. Except as noted above, you are not conveyed any right or license by implication, estoppel or otherwise in or under any patent, trademark, copyright or proprietary right of WorkHabit or any third party.

7. Third Party Content. WorkHabit may provide third party content on the Site and may provide links to Web pages and content of third parties (collectively the “Third Party Content”) as a service to those interested in this information. WorkHabit does not monitor or have any control over any Third Party Content or third party Web sites. WorkHabit does not endorse or adopt any Third Party Content and can make no guarantee as to its accuracy or completeness. WorkHabit does not represent or warrant the accuracy of any information contained therein and undertakes no responsibility to update or review any Third Party Content. Users use such Third Party Content contained therein at their own risk. When you leave the Site, you should be aware that our terms and policies no longer govern. You should review the applicable terms and policies, including privacy and data gathering practices, of any site to which you navigate from the Site.

8. Advertisements and Promotions; Third-Party Products and Services. WorkHabit may run advertisements and promotions from third parties on the Site or may otherwise provide information about or links to third-party products or services on the Site. Your business dealings or correspondence with, or participation in promotions of, such third parties, and any terms, conditions, warranties or representations associated with such dealings or promotions, are solely between you and such third party. WorkHabit is not responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or promotions or as the result of the presence of such non-WorkHabit advertisers or third party information on the Site.

9. Submissions. You agree that any questions, comments, suggestions, ideas, plans, notes, drawings, materials or other information regarding the Site, WorkHabit or WorkHabit’s products or services that are submitted to WorkHabit by you are non-confidential and shall become the sole property of WorkHabit. WorkHabit shall own exclusive rights, including all intellectual property rights, and shall be entitled to the unrestricted use and dissemination of these materials for any purpose, commercial or otherwise, without acknowledgment or compensation to you.

10. User Content and Interactive Services or Areas. The Site may include discussion forums, chat rooms or other interactive areas or services (“Interactive Areas”), in which you or other users create, post or store messages, information, content or other items on the Site (“User Content”). You agree not to post, upload to, transmit, distribute, store, create or otherwise publish through the Site any of the following:

    a. User Content that is unlawful, libelous, defamatory, obscene, pornographic, indecent, lewd, suggestive, harassing, threatening, invasive of privacy or publicity rights, abusive, inflammatory, fraudulent or otherwise objectionable;

    b. User Content that would constitute, encourage or provide instructions for a criminal offense, violate the rights of any party or that would otherwise create liability under or violate any local, state, national or international law.

    c. User Content that infringes or violates any patent, trademark, trade secret, copyright or other intellectual or proprietary right.;

    d. User Content that impersonates any person or entity or otherwise misrepresents your affiliation with a person or entity;

    e. Unsolicited promotions, political campaigning, advertising or solicitations;

    f. Private information of any third party, including, without limitation, addresses, phone numbers, email addresses, Social Security numbers and credit card numbers;

    g. Viruses, corrupted data or other harmful, disruptive or destructive files; and

    h. User Content that, in the sole judgment of WorkHabit, is objectionable or which may expose WorkHabit or its users to any harm or liability of any type.

    You are solely responsible for your use of such Interactive Areas and use them at your own risk. WorkHabit takes no responsibility and assumes no liability for any User Content posted on the Site or for any loss or damage thereto. As a provider of interactive services, WorkHabit is not liable for any statements, representations or User Content provided by its users on the Site. Although Company has no obligation to screen, edit or monitor any of the Content posted in any Interactive Area, WorkHabit reserves the right to remove, screen, monitor or edit any User Content at any time in its sole discretion without notice, and you are solely responsible for creating backup copies of and replacing any User Content you post or store on the Site at your sole cost and expense.

    You grant WorkHabit and its affiliates a nonexclusive, royalty-free, perpetual, irrevocable and fully sublicensable right to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform and display such User Content on or in connection with the site. You grant WorkHabit and its affiliates and sublicensees the right to use the name that you submit in connection with such content, if they choose. You represent and warrant that (a) you own and control all of the rights to the User Content that you post or you otherwise have the right to post such User Content to the Site; (b) the User Content is accurate and not misleading; and (c) use and posting of the User Content you supply does not violate these Site Terms and will not violate any rights of or cause injury to any person or entity.

11. Registration Data; Account Security. In consideration of your use of the Site, you agree to: (a) provide accurate, current and complete information about you as may be prompted by any registration forms on the Site (“Registration Data”); (b) maintain the security of your password and identification; (c) maintain and promptly update the Registration Data, and any other information you provide to WorkHabit, to keep it accurate, current and complete; and (d) accept all risks of unauthorized access to the Registration Data and any other information you provide to WorkHabit.

12. Indemnification. You agree to defend, indemnify and hold harmless WorkHabit, its independent contractors, service providers and consultants, and their respective directors, employees and agents, from and against any claims, damages, costs, liabilities and expenses (including, but not limited to, reasonable attorneys’ fees) arising out of or related to any User Content you post, store or otherwise transmit on or through the Site or your use of the Interactive Areas.

13. Disclaimer. THE SITE AND THE SITE MATERIALS ARE PROVIDED ON AN “AS IS” BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. WORKHABIT DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT AS TO THE SITE AND THE INFORMATION, CONTENT AND MATERIALS THEREIN. WORKHABIT DOES NOT REPRESENT OR WARRANT THAT THE SITE OR THE SITE MATERIALS ARE ACCURATE, COMPLETE, RELIABLE, CURRENT OR ERROR-FREE. WORKHABIT DOES NOT REPRESENT OR WARRANT THAT THE SITE OR ITS SERVERS ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. THEREFORE, YOU SHOULD USE INDUSTRY-RECOGNIZED SOFTWARE TO DETECT AND DISINFECT VIRUSES FROM ANY DOWNLOAD. WORKHABIT RESERVES THE RIGHT TO CHANGE THE SITE AND ALL CONTENT, FEATURES AND SERVICES AVAILABLE THROUGH THE SITE AT ANY TIME WITHOUT NOTICE.

14. Limitation of Liability. IN NO EVENT SHALL WORKHABIT, ITS DIRECTORS, MEMBERS, EMPLOYEES OR AGENTS BE LIABLE FOR ANY DIRECT, SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES, OR ANY OTHER DAMAGES OF ANY KIND, INCLUDING BUT NOT LIMITED TO LOSS OF USE, LOSS OF PROFITS OR LOSS OF DATA, WHETHER IN AN ACTION IN CONTRACT, TORT (INCLUDING BUT NOT LIMITED TO NEGLIGENCE) OR OTHERWISE, ARISING OUT OF OR IN CONNECTION WITH THE USE OF OR INABILITY TO USE THE SITE, THE SERVICES, THE USER CONTENT OR THE SITE MATERIALS. IN NO EVENT SHALL THE AGGREGATE LIABILITY OF WORKHABIT, WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE, WHETHER ACTIVE, PASSIVE OR IMPUTED), PRODUCT LIABILITY, STRICT LIABILITY OR OTHER THEORY, ARISING OUT OF OR RELATING TO THE USE OF OR INABILITY TO USE THE SITE, THE SERVICES, THE USER CONTENT OR THE SITE MATERIALS EXCEED ANY COMPENSATION YOU PAY, IF ANY, TO WORKHABIT FOR ACCESS TO OR USE OF THE SITE.

15. Applicable Law and Venue. These Site Terms and your use of the Site shall be governed by and construed in accordance with the laws of the State of California without regard to its conflict of law provisions to the contrary. You agree that any action at law or in equity arising out of or relating to these Site Terms shall be filed only in the state and federal courts located in the County of San Francisco, California and you hereby irrevocably and unconditionally consent and submit to the exclusive jurisdiction of such courts over any suit, action or proceeding arising out of these Site Terms.

16. Termination. Notwithstanding any of these Site Terms, WorkHabit reserves the right, without notice and in its sole discretion, to terminate your license to use the Site and to block or prevent your access to and use of the Site.

17. Severability. If any provision of these Site Terms shall be deemed unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from these Site Terms and shall not affect the validity and enforceability of any remaining provisions.