1. Consent. Your use of the Site constitutes your acknowledgement and acceptance of the terms and conditions contained herein. If you do not agree to these terms and conditions of use, you may not access or otherwise use the Site.

2. Modifications to the Agreement. SOCMA may amend this Agreement at any time by posting the amended terms on the Site. Your use of the site after the posting of amendments to the Agreement will constitute your acceptance of the Agreement, as modified. This agreement may not be otherwise amended except in a written agreement signed by you and SOCMA.

3. Restrictions on Use of the Site. SOCMA grants you a limited, non-exclusive and revocable license to access and use the Site, including the Content, strictly in accordance with these Terms of Use, and SOCMA at all times reserves the right to revoke this license and preclude your access to the Site. You agree to not make any use of the Content except as expressly permitted in these Terms of Use. You may download and copy Content onto a single personal computer for your one-time, non-commercial use, and you may not incorporate such Content into a database or archive. You agree that you will not use the Site to transmit identical electronic mail or messages to more than one person and will not use any Content to facilitate any type of bulk commercial mailing.

4. Content Provide By You. To the extent that you are permitted to upload Content or to communicate with or through the Site, you agree that you will not provide any Content, nor transmit any material to or through the Site, that is defamatory, libelous, abusive, profane, threatening, offensive, anticompetitive, or otherwise violative of any applicable law; that is protected by copyright without the permission of the copyright owner, that would infringe upon the trademark rights of the owners of such marks without the permission of such owners; or that contains confidential information or any information that would infringe upon the proprietary, privacy or personal rights of others. By providing any Content or transmitting any material to or through the Site, you warrant and represent tahat such Content and your transmission thereof does not violate any applicable law or the rights of any other person or entity.

5. Antitrust Restrictions. You agree that this Site, including any discussion forum and/or listserv on it, shall not be utilized in any manner that violates federal or state antitrust laws or other laws prohibiting anticompetitive practices. The antitrust laws generally prohibit any agreement or understanding inconsistent with the right and obligation of competitors to exercise independent business judgment in pricing their products or services, dealing with their customers and suppliers, and selecting the markets in which to compete. No express agreement or understanding is required; one can be inferred from statements or conduct. You agree to not provide any Content regarding specific prices or fees charged or paid, and to not provide any Content concerning prices, pricing practices, discount, or other terms or conditions of sale either obtained by or offered to another entity.

6. Third Party Content. Certain Content, including, but not limited to, Communication (as defined below), on the Site is provided by third-party sources, and SOCMA does not regularly review, approve or exercise any editorial judgment whatsoever with respect to Content provided by third-party sources. However, SOCMA reserves the right, but has no obligation, to review and remove, in its sole discretion, any Content provided by third parties.

7. Communication with the Site. By posting messages, sending e-mails, uploading files, or inputting data to the Site, including, but not limited to, by using any discussion forums and/or listservs available on the Site, or by communicating with other users or persons via the Site, or by otherwise providing any Content (individually or collectively "Communications"), you hereby grant to SOCMA a perpetual, worldwide, irrevocable, unrestricted, non-exclusive, royalty-free license to use, copy, license, sublicense, adapt, distribute, display, publicly perform, reproduce, transmit, modify, edit and otherwise exploit such Communications, in all media now known or hereafter developed. You hereby waive all rights to any claim against SOCMA for any alleged or actual infringements of any proprietary rights, rights of privacy and publicity, moral rights, and rights of attribution in connection with Communications.

8. Intellectual Property. The Site, including, but not limited to, the Content and the overall "look and feel" of the Site, is owned by SOCMA or its licensors, and is protected under the copyright, trademark and other intellectual property laws of the United States and other countries as well as by international treaties and conventions. The Site is further protected as a collective work and/or compilation under U.S. copyright and other laws, treaties and other conventions. You agree to abide by all applicable copyright, trademark and other intellectual property laws and with all additional copyright, trademark notices, information, and restrictions contained in any of the Content. Any reproduction, retransmission, or republication of the Content is expressly prohibited, unless SOCMA or the copyright owner of the material has expressly granted its prior written consent to so reproduce, retransmit, or republish the Content.

9. Disclaimer of Warranty. THE SITE, INCLUDING ALL THE CONTENT, IS PROVIDED "AS IS." SOCMA AND ITS SUBSIDIARIES, AFFILIATES AND LICENSORS, AND THEIR OFFICERS, DIRECTORS, AND EMPLOYEES (COLLECTIVELY, THE "SOCMA PARTIES"), MAKE NO REPRESENTATION OR WARRANTIES OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED, AS TO THE SITE, INCLUDING, BUT NOT LIMITED TO, THE CONTENT, AS TO HYPERTEXT LINKS TO THIRD PARTIES, OR A TO SECURITY ASSOCIATED WITH THE TRANSMISSION OF SENSITIVE INFORMATION THROUGH THE SITE OR ANY LINKED SITE. FURTHER, SOCMA DISCLAIMS ANY EXPRESS OR IMPLIED WARRANTIES, INCLUDING, WITHOUT LIMITATION, WARRANTIES AS TO QUALITY, ACCURACY, TIMELINESS, CONTINUED AVAILABILITY, COMPLETENESS OR NON-INFRINGEMENT OF THE SITE, INCLUDING, BUT NOT LIMITED TO, THE CONTENT, NOR ARE THERE ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. THE SOCMA PARTIES HAVE NO RESPONSIBILITY TO MAINTAIN THE SITE, INCLUDIN, BUT NOT LIKMITED TO, THE CONTENT, OR TO SUPPLY ANY CORRECTIONS, UPDATES, OR RELEASES RELATING THERETO. THE SOCMA PARTIES DO NO WARRANT THAT THE SITE, INCLLUDING, BUT NOT LMITED TO, THE CONTENT, WILL BE UNINTERRUPTED OR ERROR FREE, DEFECTS WILL BE CORRECTED, THAT THE SITE OR THE SERVER ON WHICH IT IS HOSTED IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS OR THAT THE SITE, INCLUDING, BUT NOT LIMITED TO THE CONTENT, IS COMPATIBLE WITH YOUR EQUIPMENT. AVAILABILITY OF THE SITE IS SUBJECT TO CHANGE WITHOUT NOTICE.

10. Limitation of Liability. UNDER NO CIRCUMSTANCES SHALL SOCMA HAVE ANY LIABILITY OT YOU OR TO THIRD PARTIES FOR THE QUALITY, ACCURACY, TIMELINESS, CONTINUED AVAILAB ILITY OR COMPLETEMESS OF THE SITE, INCLUDING, BUT NO LIMITED TO, THE CONTENT. IN NO EVENT WILL SOCMA BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES THAT YOU MAY INCUR BY USING THE SITE, INCLUDING, BUT NOT LIMITED TO, THE CONTENT, INCLUDING, WITHOUT LIMITATION, LOST PROFITS AND LOSS OF REVENUE, EVEN IF SOCMA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. Applicable law may not allow the limitation or exclusion of liability for incidental, consequential, special, punitive or exemplary damages or the exclusion of implied warranties.

11. Reservation of Rights. SOCMA shall at all times have complete freedom in the editorial control of the Content made available on the Site. SOCMA reserves the right, at its sole discretion and at any time, to change the Content of the Site and to discontinue or change any aspect of the Site. SOCMA may also restrict your access to parts or all of the Site without notice or liability.

12. No Sponsorship of Third Party Sites. The Site may contain links to certain Internet sites sponsored and maintained by third parties. SOCMA is providing such links solely as a convenience to you. SOCMA makes no representations concerning the content of those sites. The fact that SOCMA has provided a link to a site does not constitute and endorsement, authorization, sponsorship, or affiliation by SOCMA with respect to that site, its owners, or its providers.

13. Indemnification. You hereby agree, at your own expense, to indemnify, defend and hold harmless the SOCMA Parties, from and against any and all losses, liabilities, judgments, settlements, damages, arbitration awards and costs, including attorneys' fees and disbursements (collectively, "Losses"), resulting from or arising out of any suits, actions, claims, demands or similar proceedings, whether actual or threatened (collectively, "Proceedings") based on or relating to : (a) any breach of this Agreement or the representations, warranties and covenants herein, either by you or any persons using your computer; (b) your use of the Site or a third party's use of the Site through your computer; or (c) any Content you contribute to the Site. You agree to cooperate as fully as reasonably required in the defense of any claim. SOCMA reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you and you shall not in any even settle any matter without the written consent of SOCMA.

14. Termination. Either you or SOCMA may terminate this Agreement with or without cause at any time and effective immediately. You may terminate the Agreement by discontinuing use of the Site and destroying all materials obtained from the Site. This Agreement will terminate immediately without notice from SOCMA if you, in SOCMA's sole discretions, fail to comply with any provision of this Agreement. Upon termination by you or upon notice of termination by SOCMA, you must promptly destroy all materials obtained from the Site and any copies thereof and discontinue use of the Site.

15. Applicable Law. This Agreement is governed by the laws of the State of New York without regard to principles of conflicts of laws.

16. Disputes. You agree to submit to the jurisdiction of the state and federal courts having jurisdiction in New York County in the State of New York in respect of litigation arising out of this Agreement, waiving all affirmative and legal defenses in respect of jurisdiction, forum and venue.

17. Miscellaneous. If any provision of this Agreement shall be deemed invalid, void, or for any reason unenforceable, that provision shall be deemed severable and shall not affect the validity and enforceability of any remaining provision. No delay or failure on the part of either party to exercise any right granted under this Agreement, or available at law or equity, shall be construed as a waiver with respect to the specific matter described in such writing and shall in no way impair the rights of such party in any other respect or at any other time. This Agreement sets forth the entire agreement and understanding between the parties as to the subject matter hereof and merges and supersedes all prior discussion, agreement and understanding of any kind and every nature between the parties.