PROFNET EXPERTS - TERMS AND CONDITIONS 1. Welcome; Services. These Terms and Conditions (this “Agreement”) govern Subscriber’s use of ProfNet Services (“ProfNet” or the “Service”) provided by PR Newswire Association LLC (“PR Newswire”). ProfNet provides Subscribers a ariety of means by which to provide reporters convenient access to expert sources. The term "Subscriber" refers to the entity that subscribes to or uses the Service on behalf of its designated authorized individual users. When using the Service, Subscriber shall be subject to any posted guidelines or rules applicable to the Service which may be posted on the PR Newswire/ProfNet website from time to time and updated without notice to Subscriber. All such guidelines or rules are hereby incorporated by reference into this Agreement, which PR Newswire encourages Subscriber to review frequently. Unless explicitly stated otherwise, any new features that augment or enhance the current Service shall be subject to this Agreement. 2. Member Account; Password and Security. Subscriber will receive a password and account designation upon completing the Service's registration process. Subscriber shall designate in writing to PR Newswire its authorized users of the Service on the Media Intelligence Products Agreement, and such authorized users shall be the only persons permitted to access and use the Service. Subscriber shall be responsible for communicating in writing to PR Newswire any changes in authorized users. Subscriber is and shall remain responsible and liable for the performance of all the terms of this Agreement and use of the Service by all authorized users and shall directly ensure the fulfillment thereof.Subscriber is responsible for maintaining the confidentiality of the password and account, and re fully responsible for all activities that occur under Subscriber password or account. Subscriber agrees to (a) immediately notify PR Newswire of any unauthorized use of Subscriber password or account or any other breach of security, and (b) ensure that Subscriber exits its account at the end of each session. PR Newswire cannot and will not be liable for any loss or damage arising from Subscriber’s failure to comply with this Section. 3. Registration Obligations.In consideration of Subscriber’s use of the Service, Subscriber agrees to: (a) provide true, accurate, current and complete information about Subscriber as prompted by the Media Intelligence Products Agreement (such information being the "Registration Data") and (b) maintain and promptly update the Registration Data to keep it true, accurate, current and complete. If Subscriber provides any information that is untrue, inaccurate, not current or incomplete, or PR Newswire has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, PR Newswire has the right to suspend or terminate Subscriber’s account and refuse any and all current or future use of the Service (or any portion thereof). 4. Invoices and Payments. PR Newswire shall deliver an invoice to Subscriber for all amounts due hereunder, plus applicable federal, state and local taxes. Subscriber shall remit all amounts due upon receipt of the invoice. PR Newswire reserves the right to suspend service if an account is thirty (30) or more days past due. PR Newswire reserves the right to change prices upon thirty (30) days written notice. PR Newswire may charge, in addition to the amount past due, interest thereon at the lesser rate of 1.5% per month or the maximum rate permitted by law, as well as all costs of collection, including legal fees and costs, incurred by PR Newswire or its agents, for accounts more than thirty (30) days overdue. 5. Term and Termination.The term of this Agreement shall be for a period of one (1) year. The Agreement will be renewed automatically for one (1) year periods thereafter except that, after the initial period, either party may notify the other party of its intention not to renew by giving at least thirty (30) days written notice of termination prior to any subsequent anniversary of the date of this Agreement. Subscriber agrees that PR Newswire, in its sole discretion, may terminate Subscriber’s, or any individual user’s, password, account (or any part thereof) or use of the Service, and remove and discard any content and/or user data within the Service, for any reason, including, without limitation, for lack of use or if PR Newswire believes that Subscriber has violated or acted inconsistently with the letter or spirit of this Agreement. PR Newswire may also in its sole discretion and at any time discontinue providing the Service, or any part thereof, with or without notice. Subscriber agrees that any termination of Subscriber access to the Service under any provision of this Agreement may be effected without prior notice, and acknowledge and agree that PR Newswire may immediately deactivate or delete Subscriber account and all related information and files in Subscriber account and/or bar any further access to such files or the Service. Further, Subscriber agrees that PR Newswire shall not be liable to Subscriber or any third-party for any termination of Subscriber’s access to the Service. 6. PR Newswire's Proprietary Rights. Subscriber acknowledges and agrees that the Service contains proprietary and confidential information that is protected by applicable intellectual property and other laws. Except as expressly authorized by PR Newswire, Subscriber agrees not to modify, rent, lease, loan, sell, distribute, reproduce, duplicate, copy, exploit for commercial purposes or create derivative works based on the Service, in whole or in part. 7. Interactions with Reporters. Subscriber understands that all information, data, text, photographs, graphics, messages or other materials ("Content"), whether publicly posted or privately transmitted, are the sole responsibility of the person from which such Content originated. This means that the Subscriber, not PR Newswire, is entirely responsible for all Content that Subscriber submits, posts, emails or otherwise transmits or makes available via the Service. PR Newswire does not control the Content posted via the Service and, as such, does not guarantee the accuracy, integrity, lawfulness or quality of such Content. Under no circumstances will PR Newswire be liable in any way for any Content, including, but not limited to, for any errors or omissions in any Content, or for any loss or damage of any kind incurred as a result of the use or disclosure of any Content posted, emailed or otherwise transmitted via the Service. Subscriber agrees not use the Service to: (a) respond to reporters’ queries with pitches that have no relevance to their queries; (b) badger or coerce a reporter into contacting or quoting a given source; (c) use email addresses obtained from PR Newswire queries in any list for unsolicited, mass-distributed messages; (d) make contact with reporters who submit PR Newswire queries in any way other than the channels specified; (e) forward attached files via email to reporters unless such reporter specifically asked to receive them; (f) fax responses to reporters at any greater length than two or three pages, without the reporter's permission to do so; (g) share reporters' queries with others outside Subscriber’s organization, or post to a Web site or listserv; or (h) appropriate in any way ideas or concepts incorporated in reporters' queries. 8. Subscriber Representations.Subscriber represents that it has all rights necessary to submit data about Experts and Information Officers and that such submission complies with all applicable laws, including data protections laws. 9. General Behavior. In addition to the stipulations above pertaining specifically to interactions with reporters, Subscriber agrees not to: (a) upload, post, email or otherwise transmit any Content that is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another's privacy, hateful, or racially, ethnically or otherwise objectionable; (b) impersonate any person or entity, or falsely state or otherwise misrepresent Subscriber’s affiliation with a person or entity; (c) forge headers or otherwise manipulate identifiers in order to disguise the origin of any Content transmitted through the Service; (d) upload, post, email or otherwise transmit any Content that Subscriber does not have a right to transmit under any law or under contractual or fiduciary relationships (such as inside information or proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements); (e) upload, post, email or otherwise transmit any Content that infringes any patent, trademark, trade secret, copyright or other proprietary rights of any party; (f) upload, post, email or otherwise transmit any unsolicited or unauthorized advertising, promotional materials, "junk mail," "spam," "chain letters," "pyramid schemes, " or any other form of solicitation, except in those areas (such as shopping rooms) that are designated for such purpose; (g) upload, post, email or otherwise transmit any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment; (h) interfere with or disrupt the Service or servers or networks connected to the Service, or disobey any requirements, procedures, policies or regulations of networks connected to the Service; (i) violate any applicable local, state, national or international law, including, but not limited to, regulations promulgated by the U.S. Securities and Exchange Commission, any rules of any national or other securities exchange, including, without limitation, the New York Stock Exchange, the American Stock Exchange or the NASDAQ, and any regulations having the force of law; (j) "stalk" or otherwise harass another; or (k) collect or store personal data about other users. Subscriber acknowledges that PR Newswire does not pre-screen Content, but that PR Newswire shall have the right (but not the obligation) in its sole discretion to refuse to accept or to remove any Content that is available via the Service. Without limiting the foregoing, PR Newswire shall have the right to remove any Content that violates this Agreement or is inaccurate, journalistically questionable, or is otherwise objectionable. Subscriber agrees that it must evaluate, and bear all risks associated with, the use of any Content, including any reliance on the accuracy, completeness, or usefulness of such Content. Subscriber acknowledges and agrees that PR Newswire may preserve Content and may also disclose Content if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to: (a) comply with legal process; (b) enforce this Agreement; (c) respond to claims that any Content violates the rights of third-parties; or (d) protect the rights, property, or personal safety of PR Newswire, its users and the public. Subscriber understands that the technical processing and transmission of the Service, including Subscriber Content, may involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices 10. Public Content Posted to ProfNet. For purposes of this Agreement, "publicly accessible areas of the Service" are those accessible generally by reporters, information officers, experts and ProfNet staff. With respect to Content, Subscriber elects to post for inclusion in publicly accessible areas of ProfNet, by Subscriber’s posting of such Content, Subscriber grants to PR Newswire a royalty-free perpetual license and right to reproduce, distribute, translate, archive and create derivative works of the Content. 11. General Practices Regarding Use and Storage.Subscriber acknowledges that PR Newswire may establish general practices and limits concerning use of the Service, including without limitation the maximum number of days that email messages, message board postings or other uploaded Content will be retained by the Service, the maximum number of email messages that may be sent from or received by an account on the Service, the maximum size of any email message that may be sent from or received by an account on the Service, the maximum disk space that will be allotted on PR Newswire's servers on Subscriber’s behalf, and the maximum number of times (and the maximum duration for which) Subscriber may access the Service in a given period of time. Subscriber agrees that PR Newswire has no responsibility or liability for the deletion or failure to store any messages and other communications, personalization settings or other Content maintained or transmitted by the Service. Subscriber acknowledges that PR Newswire reserves the right to log off accounts that are inactive for an extended period of time. Subscriber further acknowledges that PR Newswire reserves the right to change these general practices and limits at any time, in its sole discretion, with or without notice. 12. Disclaimer of Warranties.SUBSCRIBER EXPRESSLY UNDERSTANDS AND AGREES THAT: (A) SUBSCRIBER’S USE OF THE SERVICE IS AT SUBSCRIBER’S SOLE RISK. THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. PR NEWSWIRE EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT; (B) PR NEWSWIRE MAKES NO WARRANTY THAT (i) THE SERVICE WILL MEET SUBSCRIBER REQUIREMENTS, (ii) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (iii) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE WILL BE ACCURATE OR RELIABLE, AND (iv) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY SUBSCRIBER THROUGH THE SERVICE WILL MEET SUBSCRIBER’S EXPECTATIONS; (C) ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE IS DONE AT SUBSCRIBER’S OWN DISCRETION AND RISK AND THAT SUBSCRIBER WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO SUBSCRIBER’S COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL; AND (D) NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY SUBSCRIBER FROM PR NEWSWIRE OR THROUGH OR FROM THE SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT. 13. Indemnity.Subscriber agrees to indemnify and hold PR Newswire, and its subsidiaries, affiliates, officers, agents, co-branders or other partners, and employees, harmless from any claim or demand, including reasonable attorneys' fees, made by any third party due to or arising out of Content Subscriber submits, posts to or transmits through the Service, Subscriber’s misuse of the Service or Subscriber’s violation of this Agreement or any rights of a third party. 14. Limitation of Liability.SUBSCRIBER EXPRESSLY UNDERSTANDS AND AGREES THAT PR NEWSWIRE SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF PR NEWSWIRE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (i) THE USE OR THE INABILITY TO USE THE SERVICE; (ii) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE SERVICE; (iii) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (iv) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICE; OR (v) ANY OTHER MATTER RELATING TO THE SERVICE. IN NO EVENT SHALL PR NEWSWIRE OR ITS RELATED PARTIES, REPRESENTATIVES OR VENDORS BE LIABLE TO SUBSCRIBER OR ANY THIRD PARTY FOR DAMAGES OF WHATEVER KIND OR NATURE IN EXCESS OF THE FEES PAID BY SUBSCRIBER TO PR NEWSWIRE HEREUNDER. 15. Notice.Notices to Subscriber may be made via either email or regular mail. The Service may also provide notices of changes to the terms of use of the Service or other matters by displaying notices or links to notices to Subscriber. 16. Miscellaneous. This Agreement constitutes the entire agreement between you and PR Newswire and governs Subscriber’s use of the Service, superceding any prior agreements between Subscriber and PR Newswire. This Agreement is contingent upon Subscriber remaining a member of PR Newswire in good standing in accordance with PR Newswire’s conditions of service for membership, which shall have been executed by Subscriber within the twelve (12) month period prior to the date hereof.This Agreement and the relationship between Subscriber and PR Newswire shall be governed by the laws of the State of New York without regard to its conflict of law provisions. The parties agree to submit to the personal and exclusive jurisdiction of the courts located within the county of New York, New York. The failure of PR Newswire to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision. If any provision of this Agreement is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision, and the other provisions of this Agreement remain in full force and effect. The section titles in this Agreement are for convenience only and have no legal or contractual effect. Subscriber represents and warrants that the undersigned has full right power and authority to execute this Agreement. 17. Violations. Please report any violations of this Agreement to ProfNet Member Services at problemreport@profnet.com.