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Secure Computing Corp. Phishregistry.Org™ Terms Of Service Agreement

This Terms of Service Agreement (“Agreement”) is a valid legal agreement between Secure Computing Corp. (“Secure Computing”) and you, the individual or entity end user (“you” or “End User”), who intends to use the PhishRegistry.org service (“Service”). This Agreement governs your use of the Service.

You must complete the acceptance process below before Secure Computing will permit you to use the Service. PLEASE READ THIS AGREEMENT CAREFULLY BEFORE COMPLETING THE ACCEPTANCE PROCESS. BY SELECTING THE “ACCEPT” BUTTON BELOW, YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT, YOU SHOULD SELECT THE “DECLINE” BUTTON BELOW. By indicating your acceptance, in the event that you are acting on behalf of an End User that is an entity (or in the event that Secure Computing may reasonably construe that you are acting on behalf of an End User that is an entity), you also represent and warrant that you are a duly authorized representative of such entity and that you have the right and authority to enter into this Agreement on its behalf.

Secure Computing may amend or otherwise modify this Agreement at any time and from time to time without notice to you. You will be bound by the amended Agreement upon your continued use of the Service after the revised Agreement is posted at this web site. Therefore, please review this Agreement from time to time (by clicking on the “Terms of Service” link at the bottom of the home page) so that you will be apprised of any changes. You may identify whether Secure Computing has revised this Agreement by noting the “Last Revised Date” below.

1. Permitted Usage. . Subject to the terms and conditions of this Agreement, Secure Computing will permit End User to access and use the Service on a non-exclusive, non-transferable, revocable basis solely for the manual submission and/or manual registration of websites/URL’s (a) to report information related to such websites/URL’s, (b) to receive reports regarding websites/URL’s that End User owns, and (c) to obtain phishing statistics regarding such websites/URL’s. Secure Computing and its suppliers retain all rights, title and interest in and to (a) all patents, copyrights, trade secrets, trademarks and other intellectual property rights in the Service and (b) any information or data, in any form, that End User obtains or derives from its use of the Service (“Service Information”). End User shall not acquire hereunder any right, title, or interest in the Service or the Service Information, except the right to use them in accordance with this Agreement. Secure Computing and its suppliers reserve all rights (including usage rights) not expressly granted under this Agreement. End User may not assign this Agreement or any rights hereunder without Secure Computing’s prior express written consent.

2. Term. This Agreement is effective upon End User’s acceptance of this Agreement below and will continue in effect until terminated (a) by either party at any time for any reason; or (b) automatically and immediately upon End User’s breach of any term or condition of this Agreement. Immediately upon termination, all rights granted to End User hereunder will automatically terminate, End User must cease all use of the Service, the Service Information and all other property of Secure Computing or its suppliers, and End User must destroy all copies of the Service Information. Sections 2, 6, 7, 9, 10 and 11 shall survive termination of this Agreement.

3. Specific Restrictions. . In addition to (and not in lieu of) any other restrictions set forth herein:

(a) End User may use the Service and the Service Information only for End User’s own internal purposes. End user may not rent or sell the Service or the Service Information or use thereof to any third party. Without limiting the foregoing, End User may not use the Service or the Service Information in any commercial context or for any commercial purpose or in any commercial product including reselling the Service or Service Information or acting as a service bureau for the Service.

(b) Except as expressly permitted by applicable law: End User may not copy, modify, adapt, translate, decompile, disassemble, or reverse engineer the Service or the Service Information in any manner; End User may not merge or embed the Service or the Service Information into any other computer program or work; and End User may not create derivative works of the Service or the Service Information.

(c) End User may not remove or alter Secure Computing’s or its suppliers’ copyright or trademark notices or other intellectual property rights notices included in the Service or the Service Information. Nothing herein is intended to grant End User any rights to Secure Computing’s or its suppliers’ logos, marks, or other intellectual property except as expressly stated herein, and End User will not use any logo, mark or intellectual property of Secure Computing or its suppliers in any manner or for any purpose without Secure Computing’s prior written consent.

(d) End User may not send automated posts, submissions or queries of any sort to the Service or to Secure Computing’s systems without Secure Computing’s prior written consent. For purposes of this Agreement, the phrase “send automated posts, submissions or queries” includes using any software which sends posts, submissions, queries or information to the Service or to Secure Computing’s systems.

(e) End User may not exceed 100 posts/submissions/queries in the aggregate per day.

(f)End User will not use the Service: (i) in any manner that threatens the integrity, performance, or availability of the Service; (ii) to copy, store, archive, and create a database of the Service Information; or (iii) to violate any local, state or Federal laws or regulations.

(g) End User may not take the Service Information and reformat and display it, or mirror the Service home page or results pages on End User’s web site or elsewhere.

(h) Export Restrictions. THIS AGREEMENT IS SUBJECT TO ALL LAWS, REGULATIONS, ORDERS OR OTHER RESTRICTIONS WHICH MAY BE IMPOSED FROM TIME TO TIME BY THE GOVERNMENT OF THE UNITED STATES OF AMERICA ON THE EXPORT OF THE SERVICE OR SERVICE INFORMATION. NOTWITHSTANDING ANYTHING CONTAINED IN THIS AGREEMENT TO THE CONTRARY, END USER SHALL NOT EXPORT OR RE-EXPORT, DIRECTLY OR INDIRECTLY, THE SERVICE OR THE SERVICE INFORMATION (OR COMPONENT THEREOF) OR PROPRIETARY INFORMATION PERTAINING THERETO TO ANY COUNTRY TO WHICH SUCH EXPORT OR RE-EXPORT IS RESTRICTED OR PROHIBITED, OR AS TO WHICH SUCH GOVERNMENT OR ANY AGENCY THEREOF REQUIRES AN EXPORT LICENSE OR OTHER GOVERNMENTAL APPROVAL AT THE TIME OF EXPORT OR RE-EXPORT WITHOUT FIRST OBTAINING SUCH LICENSE OR APPROVAL. ADDITIONALLY, END USER AGREES TO COMPLY WITH ALL LAWS, REGULATIONS, ORDERS OR OTHER RESTRICTIONS WHICH MAY BE IMPOSED BY ANY GOVERNMENTAL AUTHORITY WHICH HAS JURISDICTION OVER END USER’S USE OF THE SERVICE OR SERVICE INFORMATION OR ANY PROPRIETARY INFORMATION PERTAINING THERETO.

All restrictions herein related to the Service or to Service Information shall also apply to each and every part, portion or component thereof individually and in any and all combinations.

4. Privacy Policy.End User’s use of the Service and the Service Information shall be further governed by Secure Computing’s Privacy Policy which is incorporated herein by this reference.

5. Modification of the Service; Secure Computing, at its sole discretion, from time to time, for any or no reason, without notice and without liability to End User, any other user or any third party, may: (a) modify or terminate the Service (or any part thereof); and (b) deny End User access to the Service (or any part thereof).

6. End User’s Indemnification. End User agrees to indemnify, defend and hold harmless Secure Computing from and against any and all claims, liabilities, costs, damages and expenses (including reasonable attorney's fees), however stated, resulting from, relating to or arising out of (a) any breach of this Agreement by End User, and/or (b) End User’s use of the Service and/or Service Information.

7. Disclaimer of Warranties; Limitation of Liability.

(a) END USER ACKNOWLEDGES AND AGREES THAT Secure Computing IS PROVIDING THE SERVICE TO END USER WITHOUT COST AND THAT, BECAUSE END USER WILL NOT PAY FOR THE SERVICE, THE WARRANTY DISCLAIMERS AND LIMITATIONS OF LIABILITY PROVISIONS SET FORTH IN THIS SECTION 7 ARE REASONABLE AND ARE FUNDAMENTAL ELEMENTS OF THE AGREEMENT BETWEEN END USER AND Secure Computing. END USER FURTHER ACKNOWLEDGES THAT Secure Computing WOULD NOT BE ABLE TO PROVIDE THE SERVICE WITHOUT SUCH DISCLAIMERS AND LIMITATIONS.

(b) DISCLAIMER OF WARRANTIES. End User assumes responsibility for the selection of the Service to achieve End User’s intended results and for the use of, and the results obtained from, the Service (including the Service Information). Neither Secure Computing nor any of its suppliers warrants that the functions or features contained in the Service will meet End User’s requirements or that the operation of the Service will be uninterrupted or error free. Secure Computing and its suppliers disclaim any and all responsibility or liability for the accuracy, content, completeness, legality, reliability, use or operability or availability of information or material obtained via, or resulting from, submitted to the Service, including the Service Information. Neither Secure Computing nor any of its suppliers represents or warrants that it will take any action with respect to any information or material that End User submits via the Service and disclaim any and all responsibility or liability for any actions it takes, or failures to act, with respect to any information or material that End User submits via the Service.

THE SERVICE AND THE SERVICE INFORMATION ARE PROVIDED HEREUNDER “AS IS” WITHOUT ANY WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY LAW, Secure Computing AND ITS SUPPLIERS HEREBY DISCLAIM ALL WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, IN RESPECT OF THE SERVICE AND THE SERVICE INFORMATION, INCLUDING, WITHOUT LIMITATION, ALL IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES AS TO NON-INFRINGEMENT.

END USER UNDERSTANDS AND AGREES THAT IT DOWNLOADS OR OTHERWISE OBTAINS MATERIAL OR DATA THROUGH THE USE OF THE SERVICES AT END USER’S OWN DISCRETION AND RISK AND THAT END USER WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGES TO ITS COMPUTER SYSTEMS OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF SUCH MATERIAL OR DATA.

SOME STATES OR OTHER JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO END USER SOLELY TO THE EXTENT THAT SUCH EXCLUSIONS ARE NOT PERMITTED IN SUCH STATE OR JURISDICTION AND THIS AGREEMENT SHALL BE CONSIDERED MODIFIED TO THE EXTENT NECESSARY TO REFLECT THIS.

END USER ACKNOWLEDGES AND AGREES THAT Secure Computing HAS NO OBLIGATION TO SUPPORT OR MAINTAIN THE SERVICE.

(c) LIMITATION OF LIABILITY. The remedies provided in this Agreement are the sole and exclusive remedies available to End User for any breach to which such remedy pertains. End User acknowledges and agrees that the aggregate liability of Secure Computing to End User for any and all costs, liabilities, losses, and expenses (including, but not limited to, reasonable attorneys’ fees) (collectively, “Losses”) resulting from any claim, suit, action, or proceeding arising out of or related to this Agreement, of whatever kind or nature, that arise or accrue, regardless of the form of action that imposes liability, whether in contract, indemnity, equity, negligence, intentional conduct, tort or otherwise, will be limited to and will not exceed, in the aggregate, Ten United States Dollars (US$10.00). In any event Secure Computing shall have no liability for any Losses arising after the termination of this Agreement. IN NO EVENT SHALL Secure Computing OR ITS SUPPLIERS BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL OR EXEMPLARY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, BUSINESS INTERRUPTION, LOSS OF INFORMATION OR ANY ADVERSE AFFECT ON END USER’S COMPUTER SYSTEMS ARISING FROM THE USE OF THE SERVICE) ARISING OUT OF THE USE OF, OR INABILITY TO USE, OR RELIANCE ON, THE SERVICE OR THE SERVICE INFORMATION OR ARISING OUT OF OR RELATING TO THIS AGREEMENT, EVEN IF Secure Computing OR ITS SUPPLIERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. The limitations of warranties and of liability contained in this Agreement shall apply regardless of the failure of any remedy to achieve its essential purpose and to the maximum extent permitted by law.

SOME STATES OR OTHER JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO END USER SOLELY TO THE EXTENT THAT SUCH EXCLUSIONS ARE NOT PERMITTED IN SUCH STATE OR JURISDICTION AND THIS AGREEMENT SHALL BE CONSIDERED MODIFIED TO THE EXTENT NECESSARY TO REFLECT THIS.

8. End User’s Representations. End User represents to Secure Computing that: (a) if End User is an entity, End User is a business entity duly organized and in good standing as required under all jurisdictions where End User does business; (b) End User’s execution, delivery and performance of this Agreement have been duly authorized by all necessary action on the part of End User; and (c) this Agreement constitutes the legal, valid and binding obligation enforceable against End User in accordance with its terms. The foregoing representations shall remain in effect throughout the term of this Agreement.

9. Confidential Information. The restrictions in this Section 9 are in addition to (and not in lieu of) any other restrictions set forth herein. End User acknowledges that (a) the Service and Service Information, and (b) the terms and conditions of this Agreement are confidential and proprietary to Secure Computing or its suppliers. Each party’s obligations under this Section 9 shall be subject to Georgia law. End User agrees to take all reasonably necessary action, including appropriate instructions and agreements with employees and agents, to protect such confidential and proprietary information of Secure Computing or its suppliers from disclosure to, and use by, third parties. Notwithstanding any termination of this Agreement, all nondisclosure obligations herein shall survive for a period of five (5) years from the date this Agreement expires or is terminated with respect to any confidential and proprietary information received prior to such date that is not a trade secret under the laws of Georgia; for any Confidential Information that is a trade secret, the receiving party’s nondisclosure obligations shall continue for so long as such information remains a trade secret. In the event of any breach of this Section, each party acknowledges that Secure Computing or its suppliers would suffer irreparable harm and shall therefore be entitled, without waiving any other rights or remedies, to injunctive or equitable relief without the necessity of posting bond. End User acknowledges that infringement or unauthorized copying of the intellectual property of Secure Computing would cause irreparable harm to Secure Computing.

10. Notices: Dispute Resolution. . Any notices to be given under this Agreement shall be (a) sent to the address of the party’s United States corporate headquarters, to the attention of its CFO and copied to its General Counsel, (b) delivered by hand, via US Mail (postage prepaid, certified or registered), or via a document delivery service, and (c) deemed given upon receipt. All disputes arising out of or relating to this Agreement shall be finally settled by arbitration conducted in Atlanta, Georgia, United States under the rules of commercial arbitration of the American Arbitration Association. The parties shall bear equally the cost of the arbitration (exclusive of legal fees and expenses of the parties, all of which each party shall bear separately). All decisions of the arbitrator(s) shall be final and binding on both parties and enforceable in any court of competent jurisdiction. Notwithstanding the foregoing, in the event of breach by a party of its obligations hereunder, the non-breaching party may seek injunctive or other equitable relief in any court of competent jurisdiction. End User acknowledges that monetary damages may not be a sufficient remedy for breaches of this Agreement and that Secure Computing will be entitled, without waiving any other rights or remedies, to injunctive or equitable relief as may be deemed proper by a court of competent jurisdiction in the event of a breach. In any action to enforce any right or remedy under this Agreement or to interpret any provision of this Agreement, the prevailing party will be entitled to recover its reasonable attorneys’ fees, costs, and other expenses.

11. General. The waiver by either party of any breach of any provision contained in this Agreement shall not be deemed to be a waiver of such provision on any subsequent breach of the same or any other provision contained in this Agreement. Any such waiver must be in writing in order to be effective, and no such waiver or waivers shall serve to establish a course of performance between the parties contradictory to the terms hereof. All provisions of this Agreement are severable, and the unenforceability or invalidity of any of the provisions will not affect the validity or enforceability of the remaining provisions. The remaining provisions will be construed in such a manner as to carry out the full intention of the parties. Each party shall perform its obligations hereunder in accordance with all applicable federal, state and local laws, rules and regulations. End User agrees to be responsible for and to pay, or to reimburse Secure Computing if Secure Computing is required to pay or collect, any sales (including VAT), use, excise or other tax, duty or charge of any kind (excluding any tax that is based on Secure Computing’s net income), if any, that is levied or imposed by any governmental authority on use or license of the Service or Service Information hereunder. The parties hereunder are operating as independent contractors, and nothing in this Agreement will be construed as creating a partnership, franchise, joint venture, employer-employee or agency relationship. This Agreement is the complete and exclusive statement of the agreement between End User and Secure Computing concerning the subject matter covered hereby, this Agreement supersedes any prior proposal, agreement, or communication, oral or written, pertaining to the such subject matter and there are no inducements to enter into this Agreement which are not set forth herein. This Agreement (without giving effect to End User’s actual state or country of residence) shall be governed by the laws of the State of Georgia, USA and of the United States of America excluding (a) their respective conflicts of law principles and (b) the United Nations Convention on Contracts for the International Sale of Goods. This Agreement is made and entered in English and shall thereby be interpreted, constructed and binding on the parties in English.

Last Revision Date: March 27, 2006