REPLY! INC. ("REPLY!", "WE" OR "US") INTERNET WEB SITE TERMS OF USE

THE TERMS AND CONDITIONS SET FORTH BELOW (THE "TERMS") GOVERN YOUR USE OF THIS SITE ON THE WORLD WIDE WEB. THESE TERMS ARE A LEGAL CONTRACT BETWEEN YOU AND REPLY! AND GOVERN YOUR ACCESS TO, AND USE OF, THE REPLY! WEBSITE LOCATED AT WWW.REPLY.COM. (THE "SITE"). IF YOU DO NOT AGREE WITH ANY OF THESE TERMS, DO NOT ACCESS OR OTHERWISE USE THIS SITE OR ANY INFORMATION CONTAINED ON THIS SITE. YOUR USE OF THIS SITE SHALL CONSTITUTE YOUR AGREEMENT TO ABIDE BY EACH OF THE TERMS SET FORTH BELOW. REPLY! MAY MAKE CHANGES TO THE CONTENT OFFERED ON THIS SITE, AT ANY TIME WITHOUT NOTICE, AND REPLY! CAN CHANGE THESE TERMS AT ANY TIME BY POSTING A CHANGE NOTICE OF THE UPDATED TERMS OF USE ON THIS SITE AND IF YOU ARE A REGISTERED USER OF THE SITE, REPLY! MAY SEND YOU AN EMAILOF THE CHANGE. YOUR CONTINUED USE OF THIS SITE AFTER SUCH CHANGES HAVE BEEN POSTED MEANS THAT YOU AGREE TO THE NEW TERMS, EVEN IF YOU HAVE NOT REVIEWED THE CHANGES. THEREFORE, YOU SHOULD CHECK THE TERMS OF USE POSTED ON THIS SITE PERIODICALLY FOR UPDATES AND CHANGES.

General Use Restrictions.

Reply! provides content and services through this Site. Certain information, documents, products and services provided on and through this Site, including content, logos, graphics, Reply! Lead Marketplace system, Reply! Click Marketplace system and services and images (collectively, the "Materials") are provided to you by Reply! and are the copyrighted and/or trademarked work of Reply! or Reply!’s contributors. Reply! grants you a limited, personal, non-exclusive and non-transferable license to use this Site and the Materials solely for your personal or internal business use. Except for the license set forth in the preceding sentence above, you acknowledge and agree that you have no right to modify, edit, copy, reproduce, create derivative works of, reverse engineer, alter, enhance or in any way exploit any of the Materials in any manner. This limited license terminates automatically, without notice to you, if you breach any of these Terms. Upon termination of this limited license, you agree to immediately destroy any downloaded or printed Materials. Except as stated herein, you acknowledge that you have no right, title or interest in or to this Site or any Materials. If you would like to buy or sell leads through the Reply! Lead Marketplace system and services, you may use the Reply! Lead Marketplace system and services as set forth in the terms and conditions set forth in the Reply! Lead Seller Agreement and the Reply! Lead Buyer Agreement. If you are a buyer or a seller of leads, the terms of the Reply! Lead Seller Agreement or the Reply! Lead Buyer Agreement, as applicable, shall control over any inconsistent terms in these Terms. If you would like to buy or sell clicks through the Reply! Click Marketplace system and services, you may use the Reply! Click Marketplace system and services as set forth in the terms and conditions set forth in the Reply! Publisher Agreement and the Reply! Click Buyer Agreement. If you are a buyer or a seller of clicks, the terms of the Reply! Publisher Agreement or the Reply! Click Buyer Agreement, as applicable, shall control over any inconsistent terms in these Terms.

Privacy Policy.

Your use of this Site is governed by the Reply! Privacy Policy, which is available here (the "Privacy Policy").

Third Party Content.

Certain information and content, such as articles, comments, submissions and the like, may be provided by third party licensors and suppliers to Reply!, as indicated on the Site ("Third Party Content"). The Third Party Content is, in each case, the copyrighted and/or trademarked work of the creator/licensor. YOU ACKNOWLEDGE AND AGREE THAT THE THIRD PARTY CONTENT DOES NOT REFLECT THE VIEWS OF REPLY! AND THAT REPLY! IS NOT RESPONSIBLE FOR ANY VIEWS, IDEAS, POSITIONS, MATERIALS AND THE LIKE CONTAINED IN ANY THIRD PARTY CONTENT. Unless you have permission from the owner of the Third Party Content, you agree to only display the Third Party Content on your personal computer solely for your personal or internal business use. You acknowledge and agree that you have no right to download, cache, reproduce, modify, display (except as set forth in this paragraph), edit, alter or enhance any of the Third Party Content in any manner unless you have permission from the owner of the Third Party Content. Unauthorized Activities. Unauthorized use of any Materials or Third Party Content contained on this Site may violate applicable laws and regulations. You agree to indemnify and hold Reply! and its officers, directors, employees, affiliates, agents, licensors, and business partners harmless from and against any and all costs, damages, liabilities, and expenses (including attorneys’ fees and costs of defense) Reply! or any other indemnified party suffers in relation to, arising from, or for the purpose of avoiding, any claim or demand from a third party that your use of this Site or the use of this Site by any person using your user name and/or password violates any applicable law or regulation, or the copyrights, trademark rights or other rights of any third party.

Proprietary Rights.

Reply! is a trademark of Reply! in the United States. Other trademarks, names and logos on this Site are the property of their respective owners. Unless otherwise specified in these Terms, all information and screens appearing on this Site, including documents, the Materials, services, site design, text, graphics, logos, images and icons, as well as the arrangement thereof, are the sole property of Reply!, Copyright © 2007-2008 Reply! Inc. All rights not expressly granted herein are reserved. Reply! owns all right, title and interest in and to the Reply! Lead Marketplace system and services, including, without limitation all software, processes and methodology used to provide such system and services. Except as otherwise required or limited by applicable law, any reproduction, distribution, modification, retransmission, or publication of any copyrighted material is strictly prohibited without the express written consent of the copyright owner or licensor.

Disclaimer of Warranties.

Your use of this Site is at your own risk. Neither the Materials nor the Third Party Content have been verified or authenticated in whole or in part by Reply!, and they may include inaccuracies or typographical or other errors. REPLY! DOES NOT WARRANT THE ACCURACY OR TIMELINESS OF THE MATERIALS OR THE THIRD PARTY CONTENT CONTAINED ON THIS SITE. REPLY! HAS NO LIABILITY FOR ANY ERRORS OR OMISSIONS IN THE MATERIALS AND/OR THE THIRD PARTY CONTENT, WHETHER PROVIDED BY REPLY! OR OUR LICENSORS. REPLY!, FOR ITSELF AND ITS LICENSORS, MAKES NO EXPRESS, IMPLIED OR STATUTORY REPRESENTATIONS, WARRANTIES, OR GUARANTEES IN CONNECTION WITH THIS SITE, ANY MATERIALS OR THIRD PARTY CONTENT, RELATING TO THE QUALITY, SUITABILITY, TRUTH, ACCURACY OR COMPLETENESS OF ANY INFORMATION OR MATERIAL CONTAINED OR PRESENTED ON THIS SITE, INCLUDING WITHOUT LIMITATION THE MATERIALS AND THE THIRD PARTY CONTENT. UNLESS OTHERWISE EXPLICITLY STATED, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THIS SITE, MATERIALS, THIRD PARTY CONTENT AND ANY INFORMATION OR MATERIAL CONTAINED OR PRESENTED ON THIS SITE IS PROVIDED TO YOU ON AN "AS IS," "AS AVAILABLE" AND "WHERE-IS" BASIS WITH NO WARRANTIES OF ANY KIND, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS.

Limitation of Liability.

UNLESS OTHERWISE SET FORTH IN THE Reply! Lead Seller Agreement, Reply! Lead Buyer Agreement, Reply! Publisher Agreement, or Reply! Click Buyer Agreement, as applicable, REPLY! SHALL NOT BE LIABLE TO YOU FOR ANY DAMAGES RESULTING FROM YOUR USING, DISPLAYING, COPYING, OR DOWNLOADING ANY MATERIALS OR THIRD PARTY CONTENT FROM THIS SITE. IN NO EVENT SHALL REPLY! BE LIABLE TO YOU FOR ANY INDIRECT, EXTRAORDINARY, EXEMPLARY, PUNITIVE, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF DATA, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE) HOWEVER ARISING, EVEN IF REPLY! KNOWS THERE IS A POSSIBILITY OF SUCH DAMAGE.

Local Laws; Export Control.

Reply! controls and operates this Site and the services from its headquarters in the United States of America and the Materials and/or Third Party Content may not be appropriate or available for use in other locations. If you use this Site outside the United States of America, you are responsible for following applicable local laws.

General.

If you violate these Terms, Reply! may terminate and/or suspend your access to this Site without notice. The proprietary rights, disclaimer of warranties, indemnities, limitations of liability and general provisions shall survive any termination of these Terms. California law and controlling U.S. federal law, without regard to the choice or conflicts of law provisions, will govern these Terms. Any disputes relating to these Terms or this Site will be heard in the courts located in San Francisco County, California. If any of these Terms is found to be inconsistent with applicable law, then such term shall be interpreted to reflect the intentions of the parties, and no other terms will be modified. Reply!’s failure to enforce any of these Terms is not a waiver of such term. The Terms are the entire agreement, together with the Reply! Lead Seller Agreement, Reply! Lead Buyer Agreement, Reply! Publisher Agreement, or Reply! Click Buyer Agreement, as applicable to you, between you and Reply! and supersede all prior or contemporaneous negotiations, discussions or agreements between you and Reply! about this Site, the services and the Materials.

Last updated: November 17, 2008