1) Agreement between you and Shmuot Inc.

This is an agreement ("Agreement") between you and Shmuot Inc.. This Agreement governs your use of any Web page operated by Shmuot Inc. (collectively, the "Shmuot Inc. Web Site"). You represent that and any information that you submit is correct.

SHMUOT INC. OFFERS THE SHMUOT.COM WEB SITE TO YOU CONDITIONED ON YOUR ACCEPTANCE WITHOUT MODIFICATION OF THIS AGREEMENT. YOUR USE OF THE SHMUOT INC. WEB SITE CONSTITUTES YOUR ACCEPTANCE OF THIS AGREEMENT. THIS AGREEMENT CONTAINS DISCLAIMERS OF WARRANTIES AND LIABILITY (See Sections 8, 9, and 10); AND AN EXCLUSIVE REMEDY (See Section 9). THESE PROVISIONS FORM AN ESSENTIAL BASIS OF OUR BARGAIN.

2) How Shmuot Inc. may modify this Agreement

Shmuot Inc. reserves the right to change the terms, conditions, and notices under which it offers the Shmuot.com Web Site, including any charges associated with the use of the Shmuot.com Web Site. You are responsible for regularly reviewing these terms, conditions and notices, and any additional terms posted on the Shmuot.com Site. Your continued use of the Shmuot.com Web Site after the effective date of such changes constitutes your acceptance of and agreement to such changes.

3) No Commercial, Unlawful, or Harmful Use of the Shmuot.com Web Site

The Shmuot.com Web Site is only for your personal use. You will not use the Shmuot.com Web Site for commercial purposes. You will not use the Shmuot.com Web Site in any way that is unlawful, or harms Shmuot Inc., its affiliates, resellers, distributors, service providers and/or suppliers (each, a "Shmuot Inc. Party" and collectively, the "Shmuot Inc. Parties") or any customer of a Shmuot Inc. Party, as determined in Shmuot Inc.'s sole discretion. Shmuot Inc. may tell you about certain specific harmful uses in a code of conduct or other notices available through the Shmuot.com Web Site, but has no obligation to do so. You may not use the Shmuot.com Web Site in any way that breaches any code of conduct, policy or other notice applicable to the Shmuot.com Web Site. Without limiting the generality of this section, you may not use the Shmuot.com Web Site in any manner that could damage, disable, overburden, or impair the Shmuot.com Web Site (or the network(s) connected to the Shmuot.com Web Site) or interfere with any other party's use and enjoyment of the Shmuot.com Web Site.

4) Spam Filtering Technolgy

Without limiting the generality of Section 3, you will not use the Shmuot.com Web Site to transmit, either directly or indirectly, any unsolicited bulk e-mail or unsolicited commercial e-mail. You will not use the Shmuot.com Web Site in any way that violates the Shmuot Inc. Anti-Spam Policy. A breach of any part of the Anti-Spam Policy is a breach of this Agreement. Shmuot Inc. may use filtering technology or other measures in its efforts to stop unsolicited bulk e-mail and unsolicited commercial e-mail, and if your use of the Shmuot.com Web Site includes e-mail related services, then such filtering technology or other measures may block, either temporarily or permanently, some e-mail sent to you through the Shmuot.com Web Site even if such e-mail does not violate the Anti-Spam Policy.

5) Communication Monitoring

For materials you post or otherwise provide to Shmuot Inc. related to the Shmuot.com Web Site (a "Submission"), you grant Shmuot Inc. permission to (1) use, copy, distribute, transmit, publicly display, publicly perform, reproduce, edit, modify, translate and reformat your Submission, each in connection with the Shmuot.com Web Site, and (2) sublicense these rights, to the maximum extent permitted by applicable law. Shmuot Inc. will not pay you for your Submission. Shmuot Inc. may remove your Submission at any time. For each Submission, you represent that you have all rights necessary for you to make the grants in this section. To the maximum extent permitted by applicable law, Shmuot Inc. may monitor your e-mail, or other electronic communications and may disclose such information in the event it has a good faith reason to believe it is necessary for purposes of ensuring your compliance with this Agreement, and protecting the rights, property, and interests of the Shmuot Inc. Parties or any customer of a Shmuot Inc. Party.

6) Software

Your use of any software associated with the Shmuot.com Web Site will be governed by the terms and conditions of the end user license agreement ("EULA") accompanying such software. If you receive any software that is not accompanied by a EULA, then Shmuot.com grants to you a non-exclusive, revocable, personal, non-transferable license to use such software solely in connection with the Shmuot.com Web Site and in accordance with this Agreement. Shmuot Inc. reserves all rights to such software not expressly granted to you in this Agreement. Such software is protected by copyright and other intellectual property laws and treaties. Shmuot Inc. or its suppliers own the title, copyright, and other intellectual property rights in such software, and such software is licensed, not sold. You will not disassemble, decompile, or reverse engineer, such software, except and only to the extent that such activity is expressly permitted by applicable law.

7) Information available from the Shmuot.com Website

Shmuot Inc. and its suppliers do not warrant or guarantee the accuracy or timeliness of any information available from the Shmuot.com Web Site even if such information appears in any e-mail, or other alerts available through the Shmuot.com Web Site. Shmuot Inc. and its suppliers do not authorize the use of information available from the Shmuot.com Web Site for any purpose other than your personal use, and prohibit to the maximum extent allowable the resale, redistribution, and use of this information for commercial purposes. Shmuot Inc. does not endorse or recommend any particular product or service, including financial products or services. Nothing contained in the Shmuot.com Web Site is intended to constitute professional advice, including but not limited to, investment or tax advice.

8) Shmuot Inc. makes no Warranty

Shmuot Inc. provides the Shmuot.com Web Site "as is," "with all faults" and "as available," and the entire risk as to satisfactory quality, performance, accuracy, and effort is with you. To the maximum extent permitted by applicable law, the Shmuot Inc. parties make no representations, warranties or conditions, express or implied. The Shmuot Inc. parties disclaim any and all warranties or conditions, express, statutory and implied, including without limitation (1) warranties or conditions of merchantability, fitness for a particular purpose, workmanlike effort, accuracy, title, quiet enjoyment, no encumbrances, no liens and non-infringement, (2) warranties or conditions arising through course of dealing or usage of trade, and (3) warranties or conditions that access to or use of hte Shmmuot.com Web Site will be uninterrupted or error-free. There are no warranties that extend beyond the face of this agreement.

9) Liability Limitations

In no event will any Shmuot Inc. party be liable for any damages, including without limitation any indirect, consequential, special, incidental, or punitive damages arising out of, based on, or resulting from this agreement or your use of the Shmuot.com Web Site, even if such Shmuot Inc. party has been advised of the possibility of such damages. The exclusion of damanges under section 9 is independent of your exclusive remedy and survives in the event such remedy fails of its essential purpose or is otherwise deemed unenforceable. These limitations and exclusions apply without regard to whether the damages arise from (1) Breach of Contract, (2) Breach of Warranty, (3) Neglegence, or (4) any other cause of action, to the extent such exclusion and limitations are not prohibited by applicable law. If you are dissatisfied with the Shmuot.com Web Site, you do not agree with any part of this agreement, or you have any other dispute or claim with or against any Shmuot Inc. party with respect to this agreement or the Shmuot.com Web Site, then your sole and exclusive remedy is to discontinue using the Shmuot.com Web Site.

10) Changes to the Shmuot.com Web Site: Additional Liability Limitations

The Shmuot Inc. Parties may change the Shmuot Web Site or delete features in any way, at any time and for any reason. As you use the Shmuot.com Web Site, you should expect to receive, access or use information, materials, graphics, software, data and content (collectively, "Content") originated by Shmuot Inc. and persons other than Shmuot Inc. (any such person is referred to as a "Third Party"). Without limiting the Generality of Sections 8 and 9, you acknowledge and agree that the Shmuot Inc. Parties are not responsible or liable for (1) any content, including without limitation, any infringing, inaccurate, obscene, indecent, threatening, offensive, defamatory, tortious, or illegal content, or (2) any thind party conduct, transmissions or data. In addition, without limiting the generality of sections 9 and 10, you acknowledge and agree that Shmuot Inc. is not responsible or liable for (1) any viruses or other disabling features that affect your access to or use of the Shmuot.com Web Site, (2) any incompatibility between the Shmuot.com Web Site and other Web Site, Services, Software and Hardware, (3) any delays or failures you may experience in initiating, conducting or completing any transmissions or transactions in connection with the Shmuot.com Web Site in an accurate or timely manner, or (4) any damages or costs of any type arising out of or in any way connected with your use of any services available from thhird parties through links contained on the Shmuot.com Web Site. The limitations, exclusions and disclaimers in sections 8, 9 AND 10 of this agreement apply to the maximum extent permitted by applicable law, and are not intended to deprive you of any mandatory protections provided to you under applicable law.

11) Termination: Access Restriction

Shmuot Inc. may terminate this Agreement, or terminate or suspend your access to the Shmuot.com Web Site at any time, with or without cause, with or without notice. Upon such termination or suspension, your right to use the Shmuot.com Web Site will immediately cease. Upon such termination or suspension, any information you have stored on the Shmuot.com Web Site may not be retrieved later.

12) Interpretation of this Agreement

If any part of this Agreement is determined to be invalid or unenforceable pursuant to applicable law, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of this Agreement will continue in effect. Shmuot Inc. may assign this Agreement, in whole or in part, at any time with or without notice to you. You may not assign this Agreement, or assign, transfer or sublicense your rights, if any, in the Shmuot.com Web Site. Except as expressly stated herein, this Agreement constitutes the entire agreement between you and Shmuot Inc. with respect to the Shmuot.com Web Site and it supersedes all prior or contemporaneous communications and proposals, whether electronic, oral or written, between you and Shmuot Inc. with respect to the Shmuot.com Web Site. The section titles in the Agreement are solely used for the convenience of the parties and have no legal or contractual significance.

13) Limited Time for Claim

You and Shmuot Inc. agree that any cause of action arising out of or related to the Shmuot.com Web Site must commence within one (1) year after the cause of action accures. Otherwise, such cause of action is permanently barred.