MCGLASHAN ASSOCIATES, EFTPLUS, AND EFTGIFT TERMS AND CONDITIONS OF USE

(Version 1.0, November, 2001)

PLEASE READ THESE TERMS AND CONDITIONS OF USE CAREFULLY. BY USING THIS WEB SITE, YOU AGREE TO THESE TERMS AND CONDITIONS.

Welcome to this McGlashan Associates, EFTPlus or EFTGift Web Site (the "Site"). McGlashan Associates, LLC, together with its affiliates EFTPlus and EFTGift (collectively, "McGlashan") provide you access and use of this Site and our on-line transaction services subject to your compliance with the terms and conditions set forth below, including all documents, policies and guidelines incorporated herein (the "Agreement"). PLEASE READ THIS AGREEMENT CAREFULLY. WHEN ACCESSING, browsing, using this Site or any of our on-line transaction, you agree to be bound by the terms and conditions described herein and all documents, policies and guidelines incorporated by reference. This Agreement does not alter in any way the terms or conditions of any other written or online agreement you may have or will have with McGlashan. McGlashan reserves the right to change or modify any of the terms and conditions contained in this Agreement or any policy or guideline referenced herein at any time and in its sole discretion. If the Agreement is changed, we will post the new terms on the Site and change the version number and date accordingly. Any changes or modifications will be effective upon posting of the new Agreement on the Site as revised, and your access to and use of the Site following the posting of such changes or modifications will constitute your acceptance of the Agreement as revised.

Privacy and Security

McGlashan believes strongly in protecting user privacy and providing you notice of McGlashan's collection and use of data, including personally identifying information, collected from the Site. To learn about McGlashan's information collection and use practices and policies, please refer to the Privacy Policy section of the Site.

Copyright

All content, copyrighted and copyrightable materials on this Site, including, without limitation, the McGlashan, EFTPlus, and EFTGift logos, design, text, graphics, pictures, sound files and other files, and the selection and arrangement thereof ("Materials") are ALL RIGHTS RESERVED Copyright © 2001-2002 McGlashan Associates. Except as stated herein, none of the Materials may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means, including, but not limited to, electronic, mechanical, photocopying, recording, or otherwise, without the prior written permission of McGlashan. Permission is granted to display, copy, distribute and download the Materials on this Site for personal, non-commercial and informational use only; provided that, you may not, without the permission of McGlashan, (a) copy, publish, or post any Materials on any computer network or broadcast or publications media, (b) modify the Materials, and (c) remove or alter any copyright and other proprietary notices contained in the Materials.

Trademarks

"McGlashan Associates," "EFTPlus," and "EFTGift," and all other McGlashan marks and logos, and the McGlashan products and services described in this Site, are either trademarks, service marks or registered trademarks of McGlashan, and may not be copied, imitated or used, in whole or in part, without the prior written permission of McGlashan. In addition, all page headers, McGlashan custom graphics, button icons, and scripts are either service marks, trademarks, and/or trade dress of McGlashan, and may not be copied, imitated, or used, in whole or in part, without the prior written permission of McGlashan. McGlashan trademarks, service marks and trade dress may not be used in any manner that is likely to cause confusion among customers or in any manner that disparages or discredits McGlashan. All other trademarks, service marks, registered trademarks, product and service names and company names or logos that appear on the Site are the property of their respective owners, who may or may not be affiliated with, connected to, or sponsored by McGlashan.

Submissions

You represent and warrant that you own or otherwise control all of the rights to the material that you post; that the material is accurate; that use of the material you supply does not violate this Agreement and will not cause injury to any person or entity; and that you will indemnify McGlashan for all claims resulting from material you supply.

License and Site Access

McGlashan grants you a limited license to access and make personal, non-commercial use only of the Site. Any other copying, redistribution, retransmission or publication of any downloaded material is strictly prohibited without the express written consent of McGlashan. Such grant does not include, without limitation: (a) any resale or commercial use of the Site or content therein; (b) the collection and use of any product or service listings or descriptions; (c) making derivative uses of the Site and its contents; or (d) use of any data mining, robots, or similar data gathering and extraction methods. 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 McGlashan.

You may not use, frame or utilize framing techniques to enclose any McGlashan trademark, logo or other proprietary information (including the images found at this Site, the content of any text or the layout/design of any page or form contained on a page) without McGlashan's express written consent. Further, you may not use any meta tags or any other "hidden text" utilizing a McGlashan name, trademark, or product name without McGlashan's express written consent.

If you use any part of the Site that requires a user name or password, then you are responsible for maintaining the confidentiality of that user name and password and for restricting access to your computer, and you agree to accept responsibility for all activities that occur under your account or password. In the event the confidentiality of your account or password are compromised in any manner, you should notify McGlashan immediately. McGlashan reserves the right to take any and all action, as it deems necessary or reasonable, to ensure the security of the Site and your account, including without limitation changing your password or requesting additional information to authorize transactions. Notwithstanding the above, McGlashan may rely on the authority of anyone accessing your account or using your password and in no event and under no circumstances shall McGlashan be held liable to you for any liabilities or damages resulting from or arising out of (i) any action or inaction of McGlashan under this provision, (ii) any compromise of the confidentiality of your account or password and (iii) any unauthorized access to your account or use of your password. Any unauthorized use of this Site will terminate the permission or license granted herein and may violate applicable law including copyright laws, trademark laws (including trade dress), and communications regulations and statutes. All violators will be prosecuted to the fullest extent of the law.

Linking

Links to the Site. You are granted a limited, nonexclusive right to create a hypertext link to the home page of the Site provided such link does not portray McGlashan or any of its products and services in a false, misleading, derogatory or otherwise defamatory manner. You may not use a McGlashan logo or other proprietary graphic or trademark of McGlashan to link to this Site without the express written permission of McGlashan. This limited right may be revoked at any time.

Third-Party Links. McGlashan makes no claim or representation regarding, and accepts no responsibility for, the quality, content, nature or reliability of third-party Web sites or services accessible by hyperlink from this Site, or third-party Web sites linking to this Site. Such linked Web sites are not under the control of McGlashan and McGlashan is not responsible for the content of any such linked Web site or any link contained in a linked Web site, or any review, changes or updates to such Web sites. McGlashan is providing these links to you only as a convenience, and the inclusion of any link does not imply affiliation, endorsement, or adoption by McGlashan of the Web site or any information contained therein. When leaving a McGlashan Site, you should be aware that McGlashan's terms and policies no longer govern, and, therefore, you should review the applicable terms and policies, including privacy and data gathering practices, of that Web site.

Acceptable Use Policy

All access to and use of the services available on the Site is governed by and subject to the following operating and acceptable use policies. McGlashan has the right, but not the obligation, to suspend or terminate your access and use of the Site and related services at any time, and block or remove any communications and materials that McGlashan believes in its sole discretion may violate applicable law, these operating and acceptable use policies or a third party's rights. By using the Site, you agree not to do any of the following:

• Upload to, distribute or otherwise publish through this Site any message, data, information, text or other material ("Content") that is unlawful, libelous, defamatory, obscene, pornographic, indecent, lewd, harassing, threatening, harmful, invasive of privacy or publicity rights, abusive, inflammatory or otherwise injurious to third parties;
• Upload or transmit any Content that would constitute or encourage a criminal offense, violate the rights of any party, or that would otherwise create liability or violate any local, state, national, or international law;
• Upload or transmit any Content that may infringe any patent, trademark, trade secret, copyright or other intellectual or proprietary right of any party. Infringement may result from the unauthorized copying and posting or distributing pictures, logos, software, articles, music, or videos. By posting any Content, you represent and warrant that you have the lawful right to distribute and reproduce such Content;
• Impersonate any person or entity or otherwise misrepresent your affiliation with a person or entity or interfere with other users of the Site. Unless you are participating in an area of the Site that requires or allows anonymity, use your real name in online communications;
• Upload to, distribute or otherwise publish through this Site any Content such as petitions for signatures, chain letters or letters relating to pyramid schemes, advertising or solicitations for funds, political campaigning, mass mailings, any form of unsolicited commercial email or "spam," or offering or disseminating fraudulent goods, services, schemes or promotions;
• Without McGlashan's prior written permission, publish or upload any unsolicited promotions, goods or services, commercial solicitation or post or transmit any advertising, promotional materials or any other solicitation of other users of the Site for goods or services except in those areas (e.g., a classified bulletin board) that are designated for such purpose;
• Post or list articles which are off-topic according to the description of the group or list or send unsolicited mass emailings to 10 people or more if such e-mail could reasonably be expected to provoke complaints from its recipients; and/or
• Disseminating or hosting harmful content including without limitation, viruses, Trojan horses, worms, time bombs, zombies, cancelbots, or any other computer programming routines that may damage, interfere with, surreptitiously intercept or expropriate any system, program, data or personal information;

McGlashan takes no responsibility and assumes no liability for any Content posted or uploaded by you or any third-party, or for any mistakes, defamation, slander, libel, omissions, falsehoods, obscenity, pornography or profanity you may encounter. McGlashan is only a forum and is not liable for any statements, representations, or Content provided by its users in any public forum or personal home page.

Enforcement. McGlashan reserves the right but does not assume the obligation to strictly enforce this Agreement including without limitation by issuing warnings, suspension or termination of service, and/or removal, screening or editing of posted Content, self help and active investigation, litigation and prosecution in any court or appropriate venue. McGlashan may access, use and disclose transaction information and Content to comply with the law (e.g., a lawful subpoena); enforce or apply our customer agreements; to initiate, render, bill, and collect for services; to protect our rights or property, or to protect users of those services and other carriers from fraudulent, abusive, or unlawful use of, or subscription to, such services. INDIRECT OR ATTEMPTED VIOLATIONS OF THIS AGREEMENT OR ANY RELATED POLICY, AND ACTUAL OR ATTEMPTED VIOLATIONS BY A THIRD PARTY ON BEHALF OF A MCGLASHAN CLIENT, SHALL BE CONSIDERED VIOLATIONS OF THIS AGREEMENT BY SUCH CLIENT.

Responsibility for Your Conduct. You shall remain solely liable for the Content and any messages or other information you upload or transmit to this Site. You agree to indemnify and hold harmless McGlashan from any claim, action, demand, loss, or damages (including attorneys' fees) made or incurred by any third-party arising out of or relating to your conduct, your violation of this Agreement, or your violation of any rights of a third-party.

Third-Parties

Parties other than McGlashan use McGlashan's services to facilitate online transactions, and may provide descriptions or other services accessible on or through the Site. Except for McGlashan-branded information or services that are specifically identified as being supplied by McGlashan, McGlashan does not operate, control or endorse any information, products or services on the Site or accessible through the Site in any way. Except for McGlashan-identified information, and McGlashan -branded services, all information and services offered through the Site or accessible through the Site on Internet generally are offered by third parties that are not affiliated with McGlashan. McGlashan is not responsible for examining or evaluating, and McGlashan does not warrant the offerings of, any of these businesses or individuals or the content of their Web sites. McGlashan does not assume any responsibility or liability for the actions, product, and content of all these and any other third parties. You should carefully review their privacy statements and other conditions of use.

Service Descriptions

In offering information or services on the Site, McGlashan has attempted to be as accurate as possible. However, McGlashan does not warrant that information, service descriptions or other content of this site is accurate, complete, reliable, current, or error-free. Despite McGlashan's efforts, it is possible due to computer or other error or cause that a product or service offered on the Site may be mispriced or contain an inaccuracy in its description. In the event McGlashan determines that a service is mispriced or contains an inaccurate description, McGlashan reserves the right to take any action it deems reasonable and necessary, in its sole discretion, to rectify the error. You agree to notify McGlashan immediately if you become aware of any errors or inconsistencies with any services offered through the Site and comply with any corrective action taken by McGlashan.

Disclaimer

"AS IS" AND "AS AVAILABLE" BASIS. THIS SITE AND THE MATERIALS CONTAINED THEREIN ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, AS TO THE OPERATION OF THIS SITE OR THE INFORMATION, CONTENT, MATERIALS, PRODUCTS OR SERVICES INCLUDED ON THIS SITE. YOU EXPRESSLY AGREE THAT USE OF THIS SITE, INCLUDING ALL CONTENT, DATA OR SOFTWARE DISTRIBUTED BY, DOWNLOADED OR ACCESSED FROM OR THROUGH THIS SITE, IS AT YOUR SOLE RISK AND RESPONSIBILITY.

WARRANTY DISCLAIMER. MCGLASHAN DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT AS TO THE INFORMATION, MATERIALS, CONTENT, SERVICES AND PRODUCTS ON THE SITE. MCGLASHAN DOES NOT REPRESENT OR WARRANT THAT MATERIALS IN THIS SITE ARE ACCURATE, COMPLETE, RELIABLE, CURRENT, ERROR-FREE, SUBJECT TO CORRECTION OR THAT ANY SUCH MATERIALS AVAILABLE FOR DOWNLOAD FROM THE SITE ARE FREE OF INFECTION OR VIRUSES, WORMS, TROJAN HORSES OR OTHER CODE THAT MANIFESTS CONTAMINATING OR DESTRUCTIVE PROPERTIES. MCGLASHAN IS NOT RESPONSIBLE FOR TYPOGRAPHICAL ERRORS OR OMISSIONS RELATING TO PRICING, TEXT, OR PHOTOGRAPHY. WHILE MCGLASHAN ATTEMPTS TO ENSURE YOUR ACCESS AND USE OF THE SITE IS SAFE, MCGLASHAN CANNOT AND DOES NOT REPRESENT OR WARRANT THAT THIS SITE OR ITS SERVER(S) WILL BE ERROR-FREE, UNINTERRUPTED, FREE FROM UNAUTHORIZED ACCESS (INCLUDING THIRD PARTY HACKERS OR DENIAL OF SERVICE ATTACKS) OR OTHERWISE MEET CUSTOMER'S REQUIREMENTS.

McGlashan reserves the right to change any and all content contained on this Site at any time without notice. Reference to any products, services, processes, or other information, by trade name, trademark, manufacturer, supplier, or otherwise does not constitute or imply endorsement, sponsorship or recommendation thereof by McGlashan.

YOUR RESPONSIBILITY AND RISK. It is solely your responsibility to evaluate the accuracy, completeness and usefulness of all opinions, advice, services, and other information provided on or through the Site or on the Internet generally. The Internet contains unedited materials some of which are sexually explicit or may be offensive to you. You access such materials at your risk. McGlashan has no control over and accepts no responsibility whatsoever for such materials.

Limitation of Liability

IN NO EVENT SHALL MCGLASHAN 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 ANY WAY CONNECTED WITH (I) THE USE OR INABILITY TO USE THE SITE OR THE CONTENT, MATERIALS, INFORMATION OR TRANSACTIONS PROVIDED ON OR THROUGH THE SITE, OR (II) ANY CLAIM ATTRIBUTABLE TO ERRORS, OMISSIONS OR OTHER INACCURACIES IN THE SITE OR THE CONTENT, MATERIALS, INFORMATION, PRODUCTS OR SERVICES ON OR AVAILABLE THROUGH THE SITE, EVEN IF MCGLASHAN OR ITS AUTHORIZED REPRESENTATIVES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

IN NO EVENT SHALL THE AGGREGATE LIABILITY OF MCGLASHAN (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 THE EXCEED $5.00 OR THE VALUE OF THE TRANSACTION YOU PLACED THROUGH THIS SITE, WHICHEVER IS LESS.

Certain state laws do not allow limitations on implied warranties, or the exclusion or limitation of certain damages. If these laws apply, some or all of the above disclaimers, exclusions, or limitations, may not apply to you, and you may have additional rights to those contained herein. In such states, McGlashan's liability is limited to the greatest extent permitted by law.

Indemnification

You agree to indemnify, defend and hold harmless McGlashan, its officers, employees, agents, licensors, suppliers and any third party information providers to the Site from and against all losses, expenses, damages and costs, including reasonable attorneys' fees, resulting from any violation of this Agreement by you.

Third Party Rights

The provisions of the paragraphs entitled Disclaimers, Limitation of Liability, and Indemnification are for the benefit of McGlashan and its officers, employees, agents, licensors, suppliers, and any third party information providers to the Site. Each of these individuals or entities shall have the right to assert and enforce those provisions directly against you on its own behalf.

Applicable Law, Venue and Limitation of Actions

These terms and conditions shall be governed by and construed in accordance with the laws of the state of Washington, applicable to agreements made and entirely to be performed within the state of Washington, without resort to its conflict of law provisions. You agree that any action at law or in equity arising out of or relating to these terms and conditions shall be filed only in state or federal court located in Seattle, Washington, 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 terms and conditions. Any cause of action or claim you may have with respect to the Site must be commenced within one (1) year after the claim or cause of action arises or such claim or cause of action is barred.

Termination

Notwithstanding any of these terms and conditions, this Agreement may be terminated by either party without notice at any time for any reason; provided that you may no longer access or use the Site after this Agreement has been terminated. The provisions of the paragraphs entitled Copyright, Trademarks and Service Marks, Submissions, Disclaimers, Limitation of Liability, Indemnification, Third Party Rights, Applicable Law, Venue and Limitation of Actions, Termination, Severability, Enforceability and Admissibility, and Miscellaneous shall survive any termination of this Agreement.

Severability

If any provision of this Agreement shall be deemed unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from these terms and conditions and shall not affect the validity and enforceability of any remaining provisions.

Enforceability and Admissibility

This electronic document and any other electronic documents, policies and guidelines incorporated herein will be: (a) deemed for all purposes to be a "writing" or "in writing," and to comply with all statutory, contractual, and other legal requirements for a writing; (b) legally enforceable as a signed writing as against the parties subject to the electronic documents; and (c) deemed an "original" when printed from electronic records established and maintained in the ordinary course of business. Electronic documents introduced as evidence in any judicial, arbitration, mediation or administrative proceeding will, if established and maintained in the ordinary course of business, be admissible to the same extent as business records in written form that are similarly established and maintained.

Miscellaneous

McGlashan's failure to insist upon or enforce strict performance of any provision of this Agreement shall not be construed as a waiver of any provision or right. Neither the course of conduct between the parties nor trade practice shall act to modify any provision of this Agreement. McGlashan may assign its rights and duties under this Agreement to any party at any time without notice to you.