Red Hill Partners International provides its web site (http://www.redhillpartners.com and all related sites operated by or for Red Hill Partners International) (collectively, the "Site") subject to these Terms of Use, our Acceptable Use Policy and our Privacy Policy. By using this Site, you and other users (collectively, "Users") are deemed to have understood and agreed to these Terms of Use, our Acceptable Use Policy and our Privacy Policy. If you do not accept and agree to these Terms of Use, our Acceptable Use Policy or our Privacy Policy, do not use the Site. In the event you are using the Site during the course of your service to a business entity, you are deemed to be an authorized representative of that business entity and such business entity will be bound by the terms and conditions contained herein. In the event you (or the business entity you represent) have entered into a separate agreement with an authorized representative of Red Hill Partners International governing your use of the Site, and there is a conflict between these Terms of Use and such separate agreement, the provision of the separate agreement shall prevail over the conflicting provision in these Terms of Use.

This Site contains information, data, text, graphics and other material that is protected by laws pertaining to copyrights, trademarks, service marks, and other proprietary ("Red Hill Partners International Content"). Unless otherwise indicated, Red Hill Partners International Content is the property of Red Hill Partners International or its third party providers. Subject to your compliance with these Terms of Use, our Acceptable Use Policy and the terms and conditions of any other agreement pursuant to which you use our software or services, Red Hill Partners International grants you the right to view and download Red Hill Partners International Content available on those portions of the Site to which you have been granted access for your personal, non-commercial use only, provided that you retain all copyright and other proprietary notices contained in the Red Hill Partners International Content, including any copies thereof. Red Hill Partners International and its third party providers reserve all other rights with respect to this Site and Red Hill Partners International Content. Any other use of this Site or Red Hill Partners International Content is prohibited without Red Hill Partners International prior written consent.

THE SITE, AND ALL RED HILL PARTNERS INTERNATIONAL CONTENT CONTAINED ON OR OBTAINED THROUGH THE SITE, IS PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTY OR CONDITION OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION: (i) ANY WARRANTIES OF TITLE, WARRANTY OF NON-INFRINGEMENT, WARRANTIES OR CONDITIONS OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE; AND (ii) ANY WARRANTIES CONCERNING THE AVAILABILITY, ACCURACY, FUNCTIONALITY, APPROPRIATENESS, SECURITY OR OTHERWISE OF THE SITE OR THE CONTENT ON THE SITE; AND (ii) ANY WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

IN NO EVENT WILL RED HILL PARTNERS INTERNATIONAL, ITS OFFICERS, DIRECTORS, EMPLOYEES, OR AFFILIATES (COLLECTIVELY, THE "RED HILL PARTNERS INTERNATIONAL GROUP"), BE LIABLE TO ANY PARTY (i) FOR ANY INDIRECT, DIRECT, SPECIAL, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES OR ANY OTHER DAMAGES ARISING IN ANY WAY OUT OF THE AVAILABILITY, USE, RELIANCE ON, OR INABILITY TO USE THE SITE, EVEN IF RED HILL PARTNERS INTERNATIONAL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND REGARDLESS OF THE FORM OF ACTION.

By using the Site, you agree to defend, indemnify and hold the Red Hill Partners International Group harmless from any and all claims, liabilities, costs and expenses, including reasonable attorneys' fees, arising in any way from your use of the Site, your violation of these Terms of Use, or your posting, submission, downloading or use of any User Content on or through the Site.

Red Hill Partners International shall have the right to terminate the use of the Site by you (or the business entity whom you represent) if you (or the business entity whom you represent) breach any condition of these Terms of Use or our Acceptable Use Policy. Upon such termination, you shall immediately destroy any downloaded or printed Red Hill Partners International Content. All warranty disclaimer, limited liability, indemnification and miscellaneous provisions set forth in these Terms of Use shall survive termination of your use of the Site and these Terms of Use as they apply to you (or the business entity whom you represent).

Red Hill Partners International may change these Terms of Use from time to time by posting the updated Terms of Use on the Site. It is your responsibility to review these Terms of Use regularly. You are deemed to accept a change to these Terms of Use upon your use of the Site following any such change.

The services on the Site are only available to Users that can form legally binding contracts. In addition and without limiting the foregoing, Users must be at least 18 years of age. These Terms of Use are void where prohibited by law, and the right to access the Site is revoked in such jurisdictions.

The laws of the State of California in the United States of America shall govern these Terms of Use and your use of the Site. No choice of law rules of any jurisdiction apply. You and Red Hill Partners International expressly disclaim the U.N. Convention on Contracts for the International Sale of Goods. You agree that any dispute with Red Hill Partners International shall be conducted in the courts of the State of California, in the county of Contra Costa, and you agree and expressly consent to the exercise of personal jurisdiction in the courts of the State of California, in connection with any such dispute.

It is Red Hill Partners International's policy to investigate notices of alleged copyright infringement and take appropriate actions under the Digital Millennium Copyright Act, Title 17, United States Code, Section 512(c)(2) ("DMCA"). Pursuant to the DMCA, notifications of claimed copyright infringement should be sent to a Service Provider's Designated Agent in a written communication. Any written notification of alleged copyright infringement using this site or Red Hill Partners International's services must be sent only to the following Designated Agent: Service Provider: 231 Market Place, Suite 196, San Ramon, CA 94583 Designated Agent: Christian Buckley P.O. Box 2606 San Ramon, CA 94583 Tel: 510.303.1334 Fax: 240.209.6417Jack Katz, katz@redhillpartners.com Under the DMCA, the notification must include the following: (i) a physical or electronic signature of the owner, or a person authorized to act on behalf of the owner, of the copyright that is allegedly infringed; (ii) identification of the copyrighted work claimed to have been infringed; (iii) identification of the material that is claimed to be infringing, and information reasonably sufficient to permit the service provider to locate the material; (iv) address, telephone number, and, if available, an e-mail address at which the complaining party may be contacted; (v) a statement that the complaining party has a good-faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and (vi) a statement, made under penalty of perjury, that the information in the notification is accurate and that the complaining party is the owner, or is authorized to act on behalf of the owner, of the copyright that is allegedly infringed. NOTE: THE CONTACT INFORMATION FOR OUR DESIGNATED AGENT IS PROVIDED EXCLUSIVELY FOR NOTIFYING RED HILL PARTNERS INTERNATIONAL OF ALLEGED COPYRIGHT INFRINGEMENT. OUR DESIGNATED AGENT WILL NOT RESPOND TO ANY NOTICES OR INQUIRIES UNRELATED TO ALLEGED COPYRIGHT INFRINGEMENT. This Terms of Use was last updated on 1/15/2008.