Legal Information

COPYRIGHT, LEGAL, and LICENSE INFORMATION

Copyright © 1998 - 2008 Unica Corporation. All Rights Reserved.

Use of Web Site Information: You may download, view, copy and print documents and graphics incorporated in these documents (the "Documents") from this Web site subject to the following: (1) the Documents may be used solely for personal, informational, non-commercial purposes; and (2) the Documents may not be modified or altered in any way. Except as expressly provided herein, you may not use, download, upload, copy, print, display, perform, reproduce, publish, license, post, transmit or distribute any information from this Web site in whole or in part without the prior written permission of Unica Corporation.

Use of Software: Any use of software and accompanying documentation from this Web site is subject to the terms of a software license agreement between you and Unica Corporation. You must read the license agreement and indicate your agreement to its terms prior to using the Internet application subscription service. All rights, title and interest not expressly granted are reserved.

TRADEMARK INFORMATION

MarketingCentral® is a registered trademark of Unica Corporation. Post,Proof,Approve™, Post,Proof™, Marketing Operations Center™, and AgencyCentral™ are trademarks of Unica Corporation. All other company, product or service names referenced in this Web site are used for identification purposes only and may be trademarks of their respective owners.

LINKS TO THIRD PARTY SITES

This Web site may contain hyperlinks to Web sites controlled by parties other than Unica Corporation. Unica Corporation is not responsible for and does not endorse or accept any responsibility over the contents or use of these Web sites.

WARRANTIES AND DISCLAIMERS

THE INFORMATION, SOFTWARE, PRODUCTS AND SERVICES CONTAINED ON THIS WEB SITE MAY BE OUT OF DATE OR INCLUDE OMMISSIONS, INACCURACIES OR OTHER ERRORS. EXCEPT WHERE EXPRESSLY PROVIDED OTHERWISE IN AN AGREEMENT BETWEEN YOU AND Unica Corporation, ALL INFORMATION, SOFTWARE, PRODUCTS AND SERVICES ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND. Unica Corporation HEREBY DISCLAIMS ALL WARRANTIES WITH RESPECT TO THIS INFORMATION, SOFTWARE, PRODUCTS AND SERVICES, WHETHER EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT SHALL Unica Corporation BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, OR DAMAGES FOR LOSS OF PROFITS, REVENUE, DATA OR USE, INCURRED BY YOU OR ANY THIRD PARTY, WHETHER IN AN ACTION IN CONTRACT OR TORT, ARISING FROM YOUR ACCESS TO, OR USE OF, THIS WEB SITE OR ANY OTHER HYPERLINKED WEB SITE. Unica Corporation RESERVES THE RIGHT TO MAKE CHANGES OR UPDATES TO THIS WEB SITE OR THE PRODUCTS OR PROGRAMS DESCRIBED IN THIS WEB SITE AT ANY TIME WITHOUT NOTICE.

GOVERNING LAW AND JURISDICTION

This Web site is controlled by Unica Corporation from its offices in Massachusetts, United States of America. All matters relating to your access to, or use of, this Web site shall be governed by U.S. federal law or the laws of the Commonwealth of Massachusetts. Any legal action or proceeding relating to your access to or use of any Unica web site shall be instituted in a state or federal court in Massachusetts. You and Unica agree to submit to the jurisdiction of, and agree that venue is proper in these counts in any such legal action or proceeding.

You may not access, download, use or export the information, software, products or services contained on this Web site in violation of U.S. export laws or regulations, or in violation of any applicable local laws or regulations.

NOTICE AND PROCEDURE FOR MAKING CLAIMS OF COPYRIGHT INFRINGEMENT

Written notification must be submitted to the following Designated Agent:

Unica Corporation
Attn: Corporate Counsel
Reservoir Place North
170 Tracer Lane
Waltham, MA 02451-1379

To be effective, the Notification must include the following:

A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; Identification of the copyrighted work claimed to have been infringed, or if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site; Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit the service provider to locate the material; Information reasonably sufficient to permit the service provider to contact the Complaining Party, such as an address, telephone number, and if available, an electronic mail address at which the Complaining Party may be contacted; A statement that the Complaining Party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and A statement that the information in the notification is accurate, and under penalty of perjury, that the Complaining Party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed. Upon receipt of the written Notification containing the information as outlined above:

Service Provider shall remove or disable access to the material that is alleged to be infringing; Service Provider shall forward the written notification to such alleged infringer ("Subscriber"); Service Provider shall take reasonable steps to promptly notify the Subscriber that it has removed or disabled access to the material. Counter Notification: To be effective, a Counter Notification must be a written communication provided to the Service Provider's Designated Agent that includes substantially the following:

A physical or electronic signature of the Subscriber; Identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access to it was disabled; A statement under penalty of perjury that the Subscriber has a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material to be removed or disabled; The Subscriber's name, address, and telephone number, and a statement that the Subscriber consents to the jurisdiction of Federal District Court for the judicial district in which the address is located, or if the Subscriber's address is outside of the United States, for any judicial district in which the Service Provider may be found, and that the Subscriber will accept service of process from the person who provided notification or an agent of such person Upon receipt of a Counter Notification containing the information as outlined above:

Service Provider shall promptly provide the Complaining Party with a copy of the Counter Notification; Service Provider shall inform the Complaining Party that it will replace the removed material or cease disabling access to it within ten (10) business days; Service Provider shall replace the removed material or cease disabling access to the material within ten (10) to fourteen (14) business days following receipt of the Counter Notification, provided Service Provider's Designated Agent has not received notice from the Complaining Party that an action has been filed seeking a court order to restrain Subscriber from engaging in infringing activity relating to the material on Service Provider's network or system.

UNICA MARKETINGCENTRAL ELECTRONIC LICENSE TERMS AND CONDITIONS ("Electronic License")

This License Agreement ("Agreement") is between You and Unica Corporation ("Unica"), and sets forth the terms and conditions under which Unica will provide its MarketingCentral application, materials and services (collectively the "Services"). "You" or "Your" as used in this Agreement refers to you, or your company, firm or entity, your affiliates, and their respective officers, directors, shareholders, and employees on whose behalf this Agreement is entered into.

GRANT OF LICENSE
Unica hereby grants You a limited, non-exclusive, non-transferable, right to use the Services, solely for your own internal business purposes, subject to the terms and conditions of this Agreement. All rights not expressly granted to You are reserved by Unica and its licensors. The foregoing license shall immediately terminate upon termination of this Agreement for any reason.

COPYRIGHT
Title and copyrights in and to the Services, including any images, "applets," photographs, animations, video, audio, music, and text incorporated into or a part of the Services, and all accompanying printed and electronic materials, together with any copies You are permitted to make hereby, are owned by or licensed to Unica and are protected by United States copyright laws and international treaty provisions. You are permitted to make copies of the printed training materials accompanying the Services solely for use as reference guides for authorized users using the Services in an authorized manner. All such copies shall contain the copyright and other notices of Unica. All other copying of the printed materials accompanying the Services is prohibited without express written permission from Unica.

YOUR USE OF THE SERVICES
You agree not to use the Services (a) for any illegal purpose, (b) for unauthorized access or distribution of any software, data, or material protected by copyright, patent, or trade secret, or (c) to post or transmit any hateful, vulgar, threatening, libelous, abusive, harassing, defamatory, racially, ethnically, or otherwise unlawful or tortious material, including material harmful to children.

You acknowledge and understand that You are solely responsible for the use of and the results obtained from the Services. You understand that it is Your sole responsibility to understand and comply with any and all applicable laws regarding Your use of the Services and all use of the Services in Your place or places of business, regardless of country or jurisdiction. You agree to abide by any and all local, country, and international export rules and regulations, laws and treaties governing Your use of the Services, including but not limited to those related to data privacy, international communications and the transmission of technical or personal data.

You agree to use the Services in conjunction with the operation of your business, and such operation may include use by related third party partners, vendors and clients with whom you collaborate in Your normal course of business and to whom you may grant access to Your Account. You shall not (a) license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any unrelated third party or competitor of Unica the Services in any way; (b) modify or make derivative works based upon the Services; (c) create Internet "links" to the Services or "frame" or "mirror" the Services on any other server or wireless or Internet-based device; or (d) reverse engineer or access the Services in order to (i) build or offer a competitive product or service, (ii) build or offer a product or service using similar ideas, features, functions or graphics of the Services, or (iii) copy any ideas, features, functions or graphics of the Services.

You shall not: (a) intentionally interfere with or disrupt the integrity or performance of the Services; or (b) attempt to gain unauthorized access to the Services, (c) intentionally send or store software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs intended to interfere with the Services or other users of the Services.

SERVICES UPGRADES, ENHANCEMENTS, AND BRANDING
You understand that Unica makes regular and sometimes substantial changes and improvements to the Services and that communication with Your users about planned changes may be necessary to ensure Your efficient use of the Services. You understand and agree that from time to time, and solely at its discretion, Unica may communicate directly with users in Your account using electronic and other means. Such communication shall be restricted to content relating to planned and actual product changes and enhancements, product education, product feedback and suggestions, system availability, and other content relevant important to the productive use of the Services. Under no circumstances will user information, including emails, be shared with third parties.

You understand that Your account can be branded and that such branding can include Your logo, color selections, and other look and feel items in Your account and on Your login page, and that such look and feel items shall include a MarketingCentral logo and link to the Unica or MarketingCentral web site.

WARRANTY
Unica represents and warrants that:

(a) it has the right, power and authority to enter into this Agreement, grant the rights and licenses granted herein and fully perform its obligations hereunder;

(b) the making and performance of this Agreement by Unica does not and shall not violate any separate agreement, right or obligation existing between Unica and any third party;

(c) the Services and the use thereof do not infringe any intellectual property right of any third party anywhere in the world and no third party and, other than Unica's licensors, has any proprietary interest in or to the Services;

(d) the Services do not contain a malicious or disabling code that is intended to damage, destroy or destructively alter software, hardware, systems or data; and

(e) the Services have been created using, and will maintain during the Term of this Agreement, at least an industry-recognized level of security given the state of technology available for such Services and Unica will use commercially reasonable practices to ensure the security and protection of your content, data, and files.

EXCEPT AS SET FORTH ABOVE, THE SERVICES AND ANY OTHER PRODUCTS WHICH UNICA PROVIDES TO YOU AS PART OF THE SERVICES ARE PROVIDED "AS IS." NEITHER UNICA NOR ITS LICENSORS MAKE ANY REPRESENTATIONS OR WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, TITLE, QUALITY, OR FITNESS FOR A PARTICULAR PURPOSE AND UNICA AND ITS LICENSORS HEREBY DISCLAIM THE SAME. YOU EXPRESSLY ASSUME ALL RISK FOR USE OF THE SERVICES.

Unica shall indemnify and hold You harmless from any and all legal damages awarded by a court of competent jurisdiction against You as a result of the court's finding that the Services delivered under this Agreement infringe a United States patent, copyright or other intellectual property right of a third party, and any and all expenses and costs (including legal fees and associated court costs) reasonably incurred by You in connection with any such infringement claim. The foregoing indemnity obligation is conditioned on the following: You promptly notify Unica in writing of such claims when known; and You providing to Unica all available information, assistance and authority to defend the claim.

If the Services or any part thereof becomes the subject of a valid claim of infringement under any patent, copyright or trade secret law, as Your sole and exclusive right and remedy, Unica shall endeavor to either procure the right, at Unica's sole expense, to permit Your continued use of the Services, or replace or modify the Services so as to avoid infringement without materially altering the functionality and performance thereof. If Unica reasonably and in good faith determines that either of the foregoing is not commercially practicable, Unica may terminate this Agreement and the licenses granted herein effective immediately upon written notice to You and shall refund a pro rata portion of any prepaid amounts. Unica agrees to notify You immediately of any claims asserted against Unica the outcome or resolution of which may affect the rights granted to You pursuant to this Agreement.

LIMITATION OF LIABILITY
Please Read this Section Carefully. It contains Disclaimers of Warranties and Limitations of Liability, made on behalf of Unica and its Licensors.

IN NO EVENT WILL EITHER PARTY BE LIABLE FOR: (A) DIRECT, SPECIAL, INDIRECT, CONSEQUENTIAL OR INCIDENTAL DAMAGES EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY THEREOF, INCLUDING, BUT NOT LIMITED TO, LOST PROFITS, LOST BUSINESS REVENUE, OR FAILURE TO REALIZE EXPECTED SAVINGS, OR (B) ANY CLAIMS BY ANY OTHER PARTY, IN EACH CASE IRRESPECTIVE OF THE CAUSE OF ACTION UNDERLYING SUCH CLAIM, INCLUDING, BUT NOT LIMITED TO: (I) BREACH OF CONTRACT, EVEN IF IN THE NATURE OF A BREACH OF CONDITION OR A FUNDAMENTAL TERM OR A FUNDAMENTAL BREACH, OR (II) TORT INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE OR MISREPRESENTATION.

IN NO EVENT SHALL UNICA'S LIABILITY, AND THE LIABILITY OF ITS LICENSORS, TO YOU OR ANY THIRD PARTIES IN ANY CIRCUMSTANCE EXCEED THREE (3) MULTIPLIED BY THE AMOUNT OF FEES YOU PAY TO UNICA IN THE TWELVE (12) MONTHS PRIOR TO THE ACTION GIVING RISE TO LIABILITY.

In no event is Unica liable for any damage to or loss or destruction (a) of any of Your content, files, or data which may result from Your use of the Services or any damage; (b) arising from Your failure to perform in connection with this Agreement; or (c) arising from misuse of Your User Names or IDs. All limitations and disclaimers stated in this Agreement also apply to Unica's licensors as intended beneficiaries of this Agreement. Any rights or limits stated herein are the maximum for which Unica and its licensors are collectively responsible.

FORCE MAJEURE
Neither party shall be under any liability to the other for any delay in performing any obligation under this Agreement to the extent caused by reason of circumstances beyond the reasonable control of that party and without such party's fault or negligence, which shall include but not be limited to acts of God, war, strikes, lack or failure of transportation facilities, acts of terrorism, fire, acts of government authority. In the event of a force majeure event, the affected party shall give prompt written notice to the other party, stating the period of time the same is expected to continue. If any such failure or delay in performance continues for more than sixty (60) days, either party may terminate this Agreement upon written notice to the other.

YOUR INFORMATION
Unica provides only storage and delivery Services and it is not the publisher of Your information stored or transmitted within the Services. Because Unica does not review, censor or monitor and is not in any manner responsible for any content You store or send through the Services, to the extent such content includes, without limitation, infringing, abusive, profane, hateful, libelous, unlawful, or offensive material, all content from parties accessed via the Services, accessed by You and those You have authorized, shall be all at Your own risk. You acknowledge hereby and retain all right, title and interest (including, where appropriate, copyright and other proprietary or intellectual property rights) in the content, information and files You store through use of the Services, and Unica explicitly disclaims any ownership of, or right, title and interest in the content, information and files You store through use of the Services. Unica assumes no liability whatsoever for any claims, losses, actions, damages, suits or proceedings arising out of or otherwise relating to such content accessed using the Services.

Unica shall use reasonable commercial efforts to ensure as part of the Services, but cannot guarantee that any content, data, or files stored or sent to or by You using the Services will be transmitted in uncorrupted form without viruses or other damaging or destructive attributes or within a reasonable period of time. Unica cannot guarantee that any content, data, or files You store in or transmit through the Services will not be subject to unauthorized access by others or that others will not gain access to the Services.

Unica performs regular system-wide back up procedures for the Services. However, You understand the inherent risk in electronic storage and agree to rely solely on Your own back up copies of all files, data, content, and documents stored in or transmitted through the Services should those files, data, and documents stored in or transmitted through the Services become lost or damaged. During Your Services term, as well as after Your Services term expires, Unica shall have no responsibility to recover or retrieve Your data, documents, and files stored and transmitted by You as part of Your use of the Services, unless such recovery or retrieval results from an event or occurrence that requires a system-wide restoration, and the determination of such and event or occurrence along with the recovery and retrieval actions and process shall be determined solely and exclusively by Unica.

CONFIDENTIALITY
You and Unica may disclose information to one another, and You may save information in connection with the Services, which is considered by the disclosing party to be proprietary or confidential information (the "Confidential Information"). Confidential Information is defined as any information or data, in any form, including, but not limited to oral, written, graphic or electromagnetic forms, models or samples, which the disclosing party identifies as confidential or which is of such a nature that the receiving party should reasonably understand that the disclosing party desires to protect such information or data against unrestricted disclosure or use, including without limitation, business information, financial data and marketing data. All Confidential Information shall remain the sole property of the disclosing party and its confidentiality shall be maintained and protected by the receiving party with the highest degree of care during the term of this Agreement and for a period of three years following the expiration or termination of this Agreement. The receiving party shall not use the Confidential Information of the other party except as necessary to fulfill its obligations under this Agreement, nor shall it disclose such Confidential Information to any third party without the prior written consent of the disclosing party. The restrictions on the use or disclosure of any Confidential Information shall not apply to any Confidential Information: (i) after it has become generally available to the public without breach of this Agreement by the receiving party; (ii) is rightfully in the receiving party's possession prior to disclosure to it by the disclosing party; (iii) is independently developed by the receiving party; (iv) is rightfully received by the receiving party from a third party without a duty of confidentiality; or (v) is disclosed under operation of law. Further, in the event such disclosure is required of either party under judicial order or requirement of law, such party will promptly notify the disclosing party of such order or requirement.

You understand that Unica implementation and support personnel may need to access Your Account to assist You in Your implementation, as well as to address support requests that may occur from time to time, but such access shall be on a need to know basis. You permit Unica implementation and support personnel to access Your Account with the understanding that all information in Your Account shall be considered Confidential Information by Unica personnel. Unica agrees to hold in confidence and not reproduce, distribute, infringe on, transmit, or transfer, directly or indirectly, in any form, by any means, the Confidential Information.

INDEMNIFICATION
You shall indemnify Unica and Unica's officers, directors, employees and agents (each a "Unica Indemnitee") against any and all claims, actions, losses, damages, liabilities, costs and expenses (including, without limitation, reasonable attorneys' fees and disbursements incurred by an MC Indemnitee in any action between such Unica Indemnitee arising out of or in connection with Your use of the Services, including, without limitation, Your use of the Services in conjunction with any material or content that You store or transmit that: (a) infringes any third party's intellectual property or publicity/privacy rights; (b) violates any law or regulation; (c) is defamatory, libelous, unlawfully threatening or unlawfully harassing; (d) is obscene, harmful to minors or child pornographic; (e) contains any viruses, trojan horses, worms, time bombs, cancelbots or other computer programming routines that are intended to damage or detrimentally interfere with the Services or data contained within the Services; or, (f) is materially false, inaccurate or misleading.

Unica agrees to indemnify and hold You and Your officers, directors, employees and agents (each "Your Indemnitee") harmless from and against any and all third party claims, actions, losses, damages, liabilities, costs and expenses (including, without limitation, reasonable attorneys' fees and disbursements incurred by Your Indemnitee in any action between Your Indemnitee and any third party arising out of or in connection with the breach of any of Unica's representations or warranties set forth in this Agreement.

The indemnification obligations set forth herein are contingent upon the following conditions: (i) Unica or You, as the case may be (the "Indemnified Party") must promptly notify the other party (the "Indemnifying Party") in writing of the third party claim or action (however, failure of the Indemnified Party to so promptly notify the Indemnifying Party will not relieve the Indemnifying Party of its indemnification obligations hereunder, except to the extent it has been damaged thereby); (ii) the Indemnified Party will reasonably cooperate with the Indemnifying Party in the defense of the matter; and (iii) the Indemnifying Party will have primary control of the defense of the action and negotiations for its settlement and compromise; provided, however, that the Indemnified Party may, at its own cost, obtain separate counsel to represent its interests.

PERFORMANCE
Unica will make commercially reasonable efforts to assure that the Services will be available seven (7) days a week. You understand that normal maintenance and backup procedures will cause temporary down time during which the Services cannot be used. It is possible that there will be interruptions of Services. If an outage condition is known sufficiently in advance, Unica will provide You with electronic mail notification. You access to the Services is through the Internet, and you understand that your ability to use the Services is dependent on the global telecommunications infrastructure involving the reliability and performance. Services may be subject to limitations, delays, and other problems inherent in the use of the Internet and electronic communications. Unica is not responsible for any delays, delivery failures, or other damage resulting from such problems.

NO AGENCY
You and Unica are independent contractors, and no agency, partnership, joint venture, employee-employer or franchisee-franchisor relationship is intended or created by this Agreement.

NOTICES
Except as explicitly stated otherwise, any notice to Unica shall be given in writing to Legal Counsel at Unica at the address described on this web site and any notice to You will be given to the address You provide to Unica during the registration and provisioning process. Either party may update its address by proper notice to the other party in the same manner as provided herein. Notice shall be deemed given twenty-four (24) hours after the notice is sent, unless the method of communication is email and the sending party is notified that the electronic mail address is invalid. Alternatively, Either party may give notice by certified mail, postage prepaid and return receipt requested, to the address provided to the other party during the registration and provisioning process. In such case, notice shall be deemed given three (3) days after the date of mailing.

TERMINATION
This Agreement shall commence on the Effective Date and shall continue forever unless earlier terminated as provided herein. Either party may, at its option, terminate this Agreement in the event of a material breach of this Agreement by the other party. Any such termination may be affected only through a written notice to the other party, specifically identifying the breach or breaches on which termination is based. Following receipt of such notice, the party in breach shall have thirty (30) days to cure such breach or breaches, and this Agreement shall terminate in the event that such breach is not cured by the end of such period.

AMENDMENT
Unica may amend this Agreement at any time by posting the amended terms on its site, and You agree to accept such amendment as long as it imposes no material change in the terms of this Agreement The amended terms shall automatically be effective thirty (30) days after they are initially posted on Unica's MarketingCentral website. You shall have no rights to amend this Agreement unless such amendment is submitted to and approved by Unica in writing.

GOVERNING LAW AND ARBITRATION
Any and all disputes arising out of or in connection with the negotiation, execution, interpretation, performance or nonperformance of this Agreement shall be solely and finally settled by arbitration, which shall be conducted in Boston, Massachusetts, U.S.A. by a single arbitrator appointed by the American Arbitration Association. The parties hereby renounce all recourse to litigation and agree that the award of the arbitrator shall be final and subject to no judicial review. The arbitration shall be conducted pursuant to the Commercial Arbitration Rules of the American Arbitration Association, as now or hereafter amended. All substantive questions of law shall be determined under the laws of the Commonwealth of Massachusetts, U.S.A. (without regard to the principles of conflicts of laws of such state).

SEVERABILITY
This Agreement, together with the Order Form Agreement, if any, comprises the entire agreement between You and Unica with respect to the subject matter hereof and supersedes all prior agreements between the parties regarding the subject matter of this Agreement. If one or more of the paragraphs in this Agreement are found to be unenforceable or invalid, the remaining paragraphs shall remain in effect.

ASSIGNMENT
This Agreement may not be assigned by a party without the prior written consent of the other party unless such assignment is to (i) a parent or subsidiary, (ii) an acquirer of assets, or (iii) a successor by merger. Any purported assignment in violation of this section shall be void. Any actual or proposed change in control of You that results or would result in a direct competitor of Unica directly or indirectly owning or controlling 50% or more of You shall entitle Unica to terminate this Agreement for cause immediately upon written notice.

AUTHORITY
If this Agreement is being accepted by any individual for You, then You represent, warrant and attest that such individual has the authority to execute this Agreement on Your behalf.

Last Updated: September 25, 2007