By using or downloading materials from this Web site, you are entering into an Agreement (this “Agreement”) with Prompt Payment™, LLC ("PP") to abide by the terms and conditions of use set forth below as they may be updated and modified from time to time. If you have questions regarding the terms and conditions of this Agreement, please contact us using the instructions under Contact tab of this Web site. If you do not agree to abide by these terms and conditions of use, do not use this Web site or download materials from this Web site. If PP believes, in its sole discretion, that you are violating any term of this Agreement or otherwise misusing this Web site, you agree that PP may terminate, restrict, or suspend part or all of your license to access this Web site and delete any content transmitted to or through this Web site, at any time without prior notice to you and without any liability to you.

Limited License
Subject to the terms and conditions of this Agreement, PP grants you a non-exclusive, non-transferable, limited right to access, use and display this Web site and the information and materials thereon ("Materials"). You are authorized to use this Web site and view and download the Materials only for your personal, non-commercial use. This authorization is not a transfer of title in the Materials and is subject to the following restrictions: 1) you must retain, on all copies of the Materials downloaded, all copyright and other proprietary notices contained in the Materials; 2) you may not modify the Materials in any way or reproduce or publicly display, perform, or distribute or otherwise use them for any public or commercial purpose; and 3) you may not transfer the Materials to any other person unless you give them notice of, and they agree to accept, the obligations arising under this Agreement. You agree not to interrupt or attempt to interrupt the operation of this Web site in any way and agree to use this Web site for lawful purposes only. You agree not to use, copy, republish, frame, post, transfer, display, perform, download, transmit, modify, rent, lease, loan, sell, assign, distribute, license, sublicense, reverse engineer, or create derivative works based on the Materials, except as expressly allowed herein. The Materials include design, layout and other “look and feel” items and features (e.g., logos, graphics, sounds, icons or images) owned, licensed or controlled by PP, which may not be copied or retransmitted without PP's prior written consent. This Web site and all or a portion of the Materials may be copyrighted and protected by worldwide copyright laws and treaty provisions. You agree to comply with all copyright laws worldwide in your use of this Web site and to prevent any unauthorized copying of the Materials. Except as expressly provided herein, PP does not grant any express or implied right to you under any patents, trademarks, copyrights or trade secret information. The following copyright notice and permission notice must appear in each copy or posting of any Materials: "Copyright © 2007 Prompt Payment™, LLC - All rights reserved. Protected by the copyright laws of the United States and international treaties." Any rights, title or interests in or to the Materials not expressly granted herein are hereby reserved by PP.

WARRANTIES AND DISCLAIMERS
THE MATERIALS ON THIS WEB SITE ARE PROVIDED "AS IS" WITHOUT REPRESENTATIONS OR WARRANTIES OF ANY KIND EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT POSSIBLE PURSUANT TO APPLICABLE LAW, PP DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OR OTHER VIOLATION OF RIGHTS. PP DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE, VALIDITY, ACCURACY, OR RELIABILITY OF, OR THE RESULTS OF THE USE OF, OR OTHERWISE RESPECTING, THE MATERIALS, PRODUCTS, OR SERVICES OR ANY ADVICE, OPINION, STATEMENT OR OTHER INFORMATION DISPLAYED OR DISTRIBUTED ON OR THROUGH THIS WEB SITE OR ANY SITES LINKED TO THIS WEB SITE. IN NO EVENT SHALL PP BE LIABLE FOR ANY CLAIM OR CAUSE, WHETHER BASED ON BREACH OF CONTRACT, NEGLIGENCE OR OTHERWISE, WHICH ARISES OUT OF OR RESULTS FROM YOUR ACCESS TO, OR USE OF, THIS WEB SITE OR ANY OTHER HYPERLINKED WEB SITE. PP RESERVES THE RIGHT TO MAKE CHANGES OR UPDATES TO THIS WEB SITE AT ANY TIME WITHOUT NOTICE. NO WARRANTY OR REPRESENTATION IS GIVEN THAT ANY FUNCTIONS CONTAINED IN THE MATERIALS WILL MEET YOUR REQUIREMENTS, THAT THE OPERATION OF THE MATERIALS WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT ANY DEFECTS IN THE MATERIALS WILL BE CORRECTED. FURTHERMORE, NO WARRANTY OR REPRESENTATION IS GIVEN REGARDING THE USE OR THE RESULTS OF THE USE OF THE MATERIAL OR THE ADEQUACY OF THE MATERIALS.

Indemnity
In consideration of your use of this Web site, you agree to indemnify, defend and hold PP harmless from and against any and all claims, losses, liabilities, damages, costs and expenses (including reasonable attorneys' fees and costs) arising out of or related to: (i) your breach of this Agreement, (ii) your violation of PP’s or any other person's or entity's legal rights, (iii) your violation of any applicable law, rule or regulation, or (iv) your negligence, recklessness, or misconduct.

LIMITATION OF LIABILITY
IF YOU ARE DISSATISFIED WITH ANY OF THE MATERIALS CONTAINED IN THIS WEB SITE, OR WITH ANY OF THE TERMS AND CONDITIONS OF THIS AGREEMENT, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE ACCESSING AND USING THIS WEB SITE. IN NO EVENT AND UNDER NO LEGAL THEORY, WHETHER IN TORT, CONTRACT, OR OTHERWISE, SHALL PP BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTIAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR ANY LOST PROFITS, LOST SAVINGS, LOSS OF DATA, COSTS, FEES OR EXPENSES OF ANY KIND OR NATURE ARISING OUT OF OR RELATING TO THIS AGREEMENT, THIS WEB SITE, OR THE USE OR INABILITY TO USE THIS WEB SITE, THE MATERIALS, OR ANY DATA SUPPLIED THEREWITH.

Restricted Rights Legend.
Any software downloaded from this Server for or on behalf of the United States of America, its agencies or instrumentalities ("U.S. Government") is provided subject to the restricted rights for the use, duplication, or disclosure by the U.S. Government as set forth in subparagraph (c)(1)(ii) of the Rights in Technical Data and Computer Software clause at DFARS 252.227-7013 or subparagraphs (c)(1) and (2) of the Commercial Computer Software - Restricted Rights at 48 CFR 52.227-19, as applicable.

Access to Password-Protected or Secure Areas
PP may restrict some or all areas of the Site to authorized users only. Access to and use of areas of this Web site that are password-protected and/or secure is restricted to such authorized users only. Unauthorized individuals attempting to access these areas may be subject to civil liability and criminal penalties. You agree to take reasonable measures to ensure that no unauthorized person or entity shall have access to restricted areas of this Web site using your user name or password. Your access rights to password-protected and/or secure areas of this Web site are non-transferable and you may not assign, sublicense, transfer, pledge, lease, rent, or share the user name and password to any one other than an employee or agent authorized to act on your behalf, and subject to all of the provisions set forth in this Agreement. You assume all responsibility for loss or misuse of your password and are responsible for any activities undertaken by a person in possession of your user name or password for any reason other than solely due to the gross negligence of PP. You agree that PP has the right, but is not obligated, to monitor your use of this Web site and any communications made by you related to such use; and you release PP from any liability related to its monitoring activities.

User Submissions
PP does not want you to, and you should not, send any confidential or proprietary information to PP via the this Web site. You agree that any communications, information or materials that you or individuals acting on your behalf provide to PP will not be considered confidential or proprietary. By providing any such information or materials to PP, you agree that PP is free to use any ideas, concepts or information that you or individuals acting on your behalf provide to PP. You further recognize that PP does not want you to, and you warrant that you shall not, provide any information or materials to PP that is defamatory, threatening, obscene, harassing, or otherwise unlawful, or any other material that would violate any law or that incorporates the proprietary material of another.

Third Party Sites
PP makes no representations or warranties about any other site or material that you may access through links or other references on this Web site, and your access to such other sites is at your own risk, and subject to all of the terms and conditions of use thereof (including any license agreements required by such other site providers). The presence of links to non-PP sites or materials does not imply that PP endorses or accepts responsibility for the content or use of such sites or materials.

Governing Law and Other Terms and Conditions of Use
This Agreement shall be governed by the laws of the State of Delaware, without giving effect to any principles of conflicts of law. If any provision of this Agreement shall be deemed to be unlawful, void, or for any reason unenforceable, then that provision shall be severable from these terms and conditions of use and shall not affect the validity and enforceability of any remaining provision of this Agreement. This Agreement constitutes the entire agreement between PP and you with respect to your use of this Web site. Any cause of action you may have with respect to your use of this Web site must be commenced within twelve (12) months after the claim or cause of action arises.