Last revised September 4, 2006

GENERAL RULES

Your access to and use of the www.verdantmag.com web site (the "Website") and all products and services of Verdant Magazine (“Service Provider”), regardless of media, is subject to the terms, conditions and disclaimers set forth below and from time to time throughout the Website, to our Online Privacy Policy, and to all applicable laws and regulations. In addition, Service Provider reserves the right to terminate access to the Website for any reason, and to take any other actions that Service Provider, in its sole discretion, believes to be in the interest of the company and of its users and customers as a whole. Service Provider reserves the right to modify these disclaimers, terms and conditions of access, without advance notice.

This is a binding contract between Service Provider and you. By your acceptance of this agreement and use of the Website, and as a material condition of such use, you warrant that you are over the age of eighteen and that you have provided accurate and complete information in any communication with Service Provider including your login and user profile.

ACCESS AND PASSWORDS

Access to the Website is provided free of charge and does not create a professional services relationship or any other relationship with Service Provider. Access to some pages on the Website may be limited to registered users, who are issued user names and passwords. Use of any password-protected area of the Website is restricted to the registered user who has been given permission and a password to enter such area. This password may not be distributed to others, and the registered user is responsible for any and all damages to Service Provider resulting from the distribution of his or her password.

You are responsible for maintaining the confidentiality of your password. You shall be responsible for all uses of your registration, whether or not authorized by you. You agree to notify Service Provider immediately of any unauthorized use of your registration or password.

LICENSE AND TERMINATION

Your access to the Website is licensed to you, not sold. This license immediately terminates upon your breach of this agreement and, in addition, Service Provider may terminate the license immediately at any time, at will and for the convenience of Service Provider. If you do not abide by the disclaimers, terms, or conditions herein, you are not authorized to use the Website.

The Website may be used only by you, and you may not rent, lend, sub-license, or transfer the Website or any data residing on it or any of your rights under this agreement to anyone else. You may not develop or derive for commercial sale any data in machine-readable or other form that incorporates or uses any substantial part of the Website. You may not transfer to or store any data residing or exchanged over the Website in any electronic network for use by more than one user unless you obtain prior written permission from Service Provider.

For any images, text, data or other information (referred to here as "Content") you submit to Service Provider, including profile information, chat room or forum pages, and any e-mail, you warrant that you own the right to utilize, to license and to sublicense the Content and you grant to Service Provider a non-exclusive, worldwide, paid-up and royalty-free perpetual license, including right of sublicense, to use, display, distribute, perform, reproduce in whole or in part, modify and create derivative works from the Content, in any media.

INTELLECTUAL PROPERTY

Service Provider and the Website, and all other text and images contained on the Website and in Service Provider's products are protected by United States trademark and copyright law and other applicable law and are the property of Service Provider, except as otherwise identified. All copyrights and trademarks not the property of Service Provider that are used or referred to in the Website and Service Provider's products are the property of their respective owners. Nothing contained in the site or other products shall be construed as granting any license or other rights to any copyright, trademark, patent or other property of Service Provider or any third party, whether by implication, laches, estoppel or explicit grant. Because the content is proprietary, any unauthorized use of materials on the site or other products may violate the law.

Service Provider's products, including materials on the site, may not be modified, reproduced or displayed for any commercial or public purpose without specific written permission from Service Provider.

ACCEPTABLE USE POLICY

You are solely responsible for any and all acts and omissions that occur during or relating to your use of the Website, and you agree not to engage in unacceptable use of the Website, which includes, without limitation, use of the Website to:

1. Disseminate or transmit "spam," unsolicited messages, chain letters, any advertisements, solicitations, pyramid schemes, investment opportunities or other unsolicited commercial communication,
2. Disseminate or transmit material that to a reasonable person may be abusive, obscene, defamatory, harassing, grossly offensive, vulgar, threatening or malicious, or any Content that is unlawful, is intended to be used for any unlawful purpose, is false or misleading, or that actually or potentially infringes the copyright, trademark, patent, trade secret or other right of any person, including Service Provider; (b) any material, non-public information about companies without the authorization to do so;
3. Create a false identity or otherwise attempt to mislead any person as to the identity or origin of any communication;
4. Purchase, sell, or offer to purchase or sell any equity or security or market instrument, or to provide information designed to manipulate any equity or security or market;
   Interfere, disrupt, or attempt to gain unauthorized access to other profiles or accounts on the Website or any other computer network;
5. Print out or otherwise copy or use any personally identifiable information about other users;
6. Disseminate or transmit viruses, Trojan horses, worms, defects, date bombs, time bombs or other items of a destructive nature or any other malicious code or program;
7. Express or imply that any statements you make are endorsed by Service Provider;
8. Restrict or inhibit any other visitor or member from using the Website, including, without limitation, by means of "hacking" or defacing any portion of the Website;
9. Modify, adapt, sub-license, translate, sell, reverse engineer, decompile or disassemble any portion of the Website;
10. Remove any copyright, trademark or other proprietary rights notices contained in the Website;
11. "Frame" or "mirror" any part of the Website;
12. Engage in any other activity deemed by Service Provider to be in conflict with the spirit or intent of this agreement.

You understand that by using the Website, you may be exposed to Content that may offend you or challenge your beliefs. Your remedy is to avoid such Content by discontinuing your access.

CONTENT AND NON-ENDORSEMENT

Opinions and other statements expressed by users and third parties are theirs alone, not opinions of Service Provider. Content created by third parties is the sole responsibility of the third parties and its accuracy and completeness are not endorsed or guaranteed. The Website and third parties may provide links to web pages, web sites, and various resources or locations on the web. Service Provider has no control over the information you access via such links, does not endorse that information, and shall not be responsible for it or for the consequences of your use of that information.

If you have a copyright complaint about any information on the Website, please notify legal@verdantmag.com or contact Service Provider by postal mail, attn: Legal Affairs.

The Service Provider does not initiate, edit, modify, select, or designate specific recipients for any messages or other data entered into the chat rooms or online forums or any other part of the Website, except that (i) Service Provider may consolidate and edit for clarity any Content posted to chat rooms or online forums, (ii) Service Provider may inform registered users or third parties of particular content, ask for their response, or ask them to host discussions, and (iii) Service Provider reserves the right to monitor the Website and to remove any information that Service Provider, in its sole discretion, considers to be inappropriate or unlawful. The exercise of such rights shall not create an obligation for Service Provider to monitor, screen or edit Content on the Website in any way.

Please note that, because Service Provider and its designees host message boards, reviews and feedback areas and other forums found on the Website (collectively, the "Forums") and, therefore, redistribute materials you give to us, Service Provider requires certain rights in those materials. Accordingly, by sending or transmitting to Service Provider creative suggestions, ideas, notes, concepts, information or other materials (collectively, "Submissions"), or by posting such Submissions to any area of the Website, you grant Service Provider and its designees a worldwide, non-exclusive, sublicenseable (through multiple tiers), assignable, royalty-free, perpetual, irrevocable right to use, reproduce, distribute (through multiple tiers), create derivative works of, publicly perform, publicly display, digitally perform, make, have made, sell, offer for sale and import such Submissions in any media now known or hereafter developed, for any purpose whatsoever, commercial or otherwise, without compensation to the provider of the Submissions. None of the Submissions will be subject to any obligation, whether of confidentiality, attribution or otherwise, on the part of Service Provider and Service Provider will not be liable for any use or disclosure of any Submissions.

LIMITATION OF LIABILITY AND USE

Service Provider has worked to ensure the accuracy of the information it provides through its products and services, including through the Website. This information frequently relies on data obtained from many sources, however, and Service Provider cannot guarantee the accuracy of the information provided or any analysis based thereon.

YOU EXPRESSLY AGREE THAT THE USE OF SERVICE PROVIDER'S PRODUCTS AND SERVICES, INCLUDING THE WEBSITE, IS AT YOUR SOLE RISK. SUCH PRODUCTS AND SERVICES ARE PROVIDED ON AN "AS IS" BASIS AND SERVICE PROVIDER MAKES NO WARRANTIES, EXPRESSED OR IMPLIED, AND DISCLAIMS ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. SERVICE PROVIDER DISCLAIMS ANY WARRANTY THAT THE SERVICE WILL BE UNINTERRUPTED, SECURE OR ERROR FREE. NO ADVICE, OPINION OR OTHER INFORMATION OBTAINED THROUGH THE WEBSITE OR FROM SERVICE PROVIDER, ORALLY OR IN ANY MEDIA, SHALL CREATE ANY WARRANTY FROM SERVICE PROVIDER NOT EXPRESSLY STATED IN THIS AGREEMENT.

SERVICE PROVIDER SHALL NOT BE LIABLE UNDER ANY CIRCUMSTANCES FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, SPECIAL, EXEMPLARY, PUNITIVE OR OTHER DAMAGES, INCLUDING LOST PROFITS OR COSTS OR ATTORNEY'S FEES, UNDER ANY LEGAL THEORY INCLUDING BUT NOT LIMITED TO BREACH OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE, OR STRICT LIABILITY, REGARDLESS OF WHETHER SERVICE PROVIDER WAS INFORMED OF THE POSSIBILITY OF SUCH DAMAGES.

INDEMNIFICATION

You agree to indemnify, defend and hold Service Provider, its affiliates, licensors, suppliers, advertisers and sponsors, and its and their directors, officers, employees, consultants, agents and other representatives, harmless from and against any and all claims, damages, losses, costs (including reasonable attorneys' fees) and other expenses that arise directly or indirectly out of or from (a) your breach of this agreement, including any violation of the Terms of Service; (b) any allegation that any Content or other materials you submit to us or transmit to the Website infringe or otherwise violate the copyright, trademark, trade secret or other intellectual property or other rights of any third party; and/or (c) your activities in connection with the Website.

SPECIAL AGREEMENT ON FEE-SHIFTING AND CHOICE OF LAW

If you attempt to bring any legal action against Service Provider based in any way on its products or services, including the Website, you agree that, in the event you do not prevail or Service Provider does prevail, you will reimburse Service Provider for any costs and attorneys fees associated with their defense of the action.

The use of the Website and any claim or dispute relating to the Website shall be governed by the laws of New York State, without regard to its conflicts of law principles. Exclusive venue for any claim shall be in the state and federal courts located in the state of New York. Use of the Website is unauthorized in any jurisdiction that does not effect to all provisions of these Terms of Service, including without limitation this paragraph.

If any provision or portion of these Terms of Service is held in whole or in part to be unenforceable for any reason, the remainder of that provision and of the entire agreement will be severable and will remain in effect, to the fullest degree consistent with the intent of this document.