MPOINT.COM
USER AGREEMENT

Welcome to the MPoint.com website (the “ Site ”).  In this User Agreement (this “ Agreement ”), the term “ StarCite ” refers collectively to StarCite, Inc. and its subsidiaries and affiliates, and the terms “ you ” and “ your ” refer to the customer visiting the Site and/or using the services available on the Site.  By using the Site, you represent that you are at least 18 years of age and you possess the legal authority to create a binding legal obligation

Please read this Agreement carefully.  Use of the Site is offered to you conditioned upon your acceptance, without modification, of all the terms and conditions set forth in this Agreement.  If you do not agree with any part of this Agreement, you must not use the Site.  StarCite reserves the right at any time, at its sole discretion, to change, amend, or otherwise modify this Agreement without prior notice to you, and your continued access or use of the Site shall indicate your acceptance of the changed, amended, or otherwise modified version of this Agreement. 

  1. Use Restrictions .  You agree to: (a) use the Site exclusively for authorized and legal purposes, consistent with all applicable laws, regulations, and rights of others, including privacy and anti-spamming laws; (b) not use the Site to transmit, publish, or distribute any material or information: (i) for which you do not have all necessary rights and licenses, including any material or information that infringes, violates, or misappropriates the intellectual property rights of any third party; (ii) that contains a computer virus or other code, files, or programs that are designed to disrupt or interfere with the functioning of the Service; or (iii) that is or that may be perceived as being harmful, threatening, offensive, obscene, or otherwise objectionable; (c) keep confidential and not disclose to any third parties your account information, including without limitation your user identification and password; and (d) safeguard your account information and be completely responsible for any use of your account by anyone other than you.   Furthermore, you agree not to: (A) attempt to interfere with or disrupt the Site; (B) attempt to gain access to any systems or networks that connect to the Site except for the express purpose of using the Site for its intended use; (C) attempt to scan or probe or attempt to hack, defeat, or compromise any security measures of the Site, or any systems or networks operated by StarCite; (D) copy, modify, create a derivative work of, or distribute any portion of the Site; (E) rent, lease, sublicense, resell, or provide access to the Site on a time-share or service bureau basis; (F) attempt to reverse engineer, decompile, or otherwise analyze the software that is part of the Site, including the scripts/logic contained in the Web pages downloaded to your web browser from the Site, and the URLs transmitted to and from your browser.  You shall be solely liable for any damages resulting from any infringement of copyright, trademark, or other proprietary right, or any other harm resulting from your use of the Site. Notwithstanding the foregoing, if you have been notified by StarCite that you are prohibited from using the Site, then you have no license to use the Site and any access by you or on your behalf shall be unauthorized and unlawful.
  2. Transmissions and Submitted Content Review. StarCite shall have the right (but not the obligation) to monitor and review, from time to time, any information transmitted or received through the Site and reserves the right to censor, edit, remove or prohibit the transmission or receipt of any information that StarCite deems inappropriate or in violation of this Agreement. This Agreement applies to any information or other materials received by StarCite from you (collectively “ Submitted Content ”) through the Website. During monitoring, the Submitted Content may be examined, recorded or copied, and your use of the Site constitutes your consent to such monitoring and review. You are responsible for the Submitted Content, and StarCite disclaims any responsibility and assumes no liability with respect to Submitted Content. By providing Submitted Content, you represent and agree that: (a) you are the owner of such Submitted Content, or have been granted all the rights necessary from the owner thereof to provide such Submitted Content to StarCite and for the use by StarCite and its affiliates and third party providers as stated in this Agreement; and (b) the use of such Submitted Content by StarCite will not infringe the intellectual property rights of or otherwise violate the rights of any third party. You shall be solely liable for any damages resulting from any infringement of copyright, trademark, or other proprietary right or any other harm resulting from your use of the Site. You agree that if you provide Submitted Content, you grant StarCite and its affiliates a worldwide, non-exclusive, royalty-free, perpetual, irrevocable, and fully sublicenseable right to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, display, perform, transfer, or sell such Submitted Content in any form, media or technology for any purpose whatsoever, including, without limitation, a commercial purpose, without any compensation to you. You agree that Submitted Content may be shared with StarCite’s supplier partners, affiliates, customers and other third parties.
  3. No Warranty.  NEITHER STARCITE NOR ANY OF ITS THIRD PARTY PROVIDERS MAKES ANY WARRANTY OF ANY KIND REGARDING THE SITE AND/OR ANY MATERIALS PROVIDED ON THE SITE, ALL OF WHICH ARE PROVIDED ON AN “AS IS” BASIS. NEITHER STARCITE NOR ANY OF ITS THIRD PARTY PROVIDERS WARRANT THE ACCURACY, COMPLETENESS, CURRENCY OR RELIABILITY OF ANY OF THE CONTENT OR DATA FOUND ON THE SITE AND THEY EXPRESSLY DISCLAIM ALL WARRANTIES AND CONDITIONS, INCLUDING IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, AND THOSE ARISING BY STATUTE OR OTHERWISE IN LAW OR FROM A COURSE OF DEALING OR USAGE OF TRADE. NEITHER STARCITE NOR ANY OF ITS THIRD PARTY PROVIDERS WARRANT THAT THE SITE, ITS SERVERS OR ANY E-MAIL SENT FROM SUCH PARTY ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
  4. STARCITE ASSUMES NO RESPONSIBILITY, AND SHALL NOT BE LIABLE FOR, ANY DAMAGES TO, OR VIRUSES THAT MAY INFECT YOUR COMPUTER EQUIPMENT OR OTHER PROPERTY ON ACCOUNT OF YOUR ACCESS TO, USE OF, OR BROWSING IN THE SITE OR YOUR DOWNLOADING OF ANY MATERIALS, DATA, TEXT, IMAGES, VIDEO OR AUDIO FROM THE SITE. IN NO EVENT SHALL STARCITE OR ANY OF ITS THIRD PARTY PROVIDERS BE LIABLE FOR ANY INJURY, LOSS, CLAIM, DAMAGE, OR ANY SPECIAL, EXEMPLARY, PUNITIVE, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING, BUT NOT LIMITED TO, LOST PROFITS OR LOST SAVINGS), WHETHER BASED IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE, THAT ARISES OUT OF OR IS IN ANY WAY CONNECTED WITH (A) ANY USE OF THE SITE OR CONTENT FOUND HEREIN, (B) ANY FAILURE OR DELAY (INCLUDING, BUT NOT LIMITED TO, THE USE OF OR INABILITY TO USE ANY COMPONENT OF THE SITE FOR RESERVATIONS OR TICKETING), OR (C) THE PERFORMANCE OR NON PERFORMANCE BY STARCITE OR ANY OF ITS THIRD PARTY PROVIDERS, INCLUDING, BUT NOT LIMITED TO, NON PERFORMANCE RESULTING FROM BANKRUPTCY, REORGANIZATION, INSOLVENCY, DISSOLUTION OR LIQUIDATION EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES TO SUCH PARTIES OR ANY OTHER PARTY. THE THIRD PARTY PROVIDERS ON THE SITE ARE INDEPENDENT CONTRACTORS AND NOT AGENTS OR EMPLOYEES OF STARCITE. STARCITE IS NOT LIABLE FOR THE ACTS, ERRORS, OMISSIONS, REPRESENTATIONS, WARRANTIES, BREACHES OR NEGLIGENCE OF ANY SUCH THIRD PARTY PROVIDERS OR FOR ANY PERSONAL INJURIES, DEATH, PROPERTY DAMAGE, OR OTHER DAMAGES OR EXPENSES RESULTING THEREFROM.
  5. Indemnification .  You shall defend and indemnify StarCite and any third party providers of StarCite and any of their officers, directors, employees and agents from and against any claims, causes of action, demands, recoveries, losses, damages, fines, penalties or other costs or expenses of any kind or nature including but not limited to reasonable legal and accounting fees, brought by third parties as a result of: (a) your breach of this Agreement; (b) your violation of any law or the rights of a third party; or (c) your use of the Site. 
  6. Links.  The Site may contain hyperlinks to websites operated by parties other than StarCite. Such hyperlinks are provided for your reference only. StarCite does not control such websites and is not responsible for their contents or the practices of such websites. Further, it is up to you to take precautions to ensure that whatever links you select or software you download (whether from the Site or other websites) is free of such items as viruses, worms, trojan horses, defects and other items of a destructive nature. StarCite’s inclusion of hyperlinks to such websites does not imply any endorsement of the material on such websites or any association with their operators.
  7. Governing Law .  This Agreement and all matters arising out of or relating to this Agreement shall be governed by the laws of the Commonwealth of Pennsylvania, without regard to its conflict of law provisions.  Any legal action or proceeding relating to this Agreement shall be brought exclusively in the state or federal courts located in Philadelphia, Pennsylvania.  You agree to submit to the jurisdiction of, and that venue is proper in, those courts in any such legal action or proceeding.  To the extent allowed by applicable law, any claim or cause of action arising from or relating to your access or use of the Site must be brought within two years from the date on which such claim or action arose or accrued.
  8. Attorneys’ Fees; Injunctive Relief.  If StarCite takes any action to enforce this Agreement, StarCite will be entitled to recover from you, and you agree to pay, all reasonable and necessary attorneys’ fees and any cost of litigation, in addition to any other relief, at law or in equity, to which such StarCite may be entitled.  You acknowledge that it would be impossible or inadequate to measure and calculate StarCite’s damages from any breach of this Agreement by you.  Accordingly, you agree that if you breach any of the terms of this Agreement, StarCite will have available, in addition to any other right or remedy available, the right to obtain an injunction from a court of competent jurisdiction restraining such breach and to specific performance of any such provision of this Agreement.  You agree that no bond or other security shall be required in connection with such injunction.
  9. Entire Agreement .  This Agreement constitutes the complete and exclusive agreement between you and StarCite concerning its subject matter and supersedes all prior or contemporaneous agreements or understandings, written or oral, concerning the subject matter of this Agreement.  This Agreement may not be modified or amended except in a writing signed by you and a duly authorized representative.