Effective Date: January 24, 2007

2001-2007 Optimo Inc. All rights reserved.

 1.         Parties.  The parties to this Agreement are you and Optimo.  If You are not acting on behalf of yourself as an individual, then "you" means your company or organization.  All references to "us", "this web site" or "this site" shall be construed to mean Optimo.  

 2.         Modification of Agreement.  We reserve the right to modify this Agreement at any time, and without prior notice, by posting an amended Agreement that is always accessible through the "Legal" link on this site's home page.  Your continued use of this site indicates your acceptance of the amended Agreement.  You should check this Agreement through this link periodically for modifications by clicking on the link provided near the top of the Agreement for a listing of material changes and their effective dates.

 3.         Account Eligibility.  Accounts and orders for goods are not available to minors under the age of 18 years of age. You may not have more than one active account.  Additionally, you are prohibited from selling, trading, or otherwise transferring your Optimo account to another party.

 4.         Use of Site.  Your use of this site and your account is subject to this Agreement, the Terms of Use, and Privacy Policy. Please review these agreements.  Optimo may refuse service without prior notice to any user for any or no reason.

 5.         Your Account.  You are responsible for maintaining the confidentiality of your login, password, and account, and are fully responsible for all activities that occur under your password or account with or without your knowledge. If you knowingly provide your login and password information to another person, your account privileges may be suspended temporarily or terminated. You agree to immediately notify Optimo of any unauthorized use of your password or account or any other breach of security. Optimo cannot and will not be liable for any loss or damage arising from your failure to comply with this section.

 6.         Termination.  You agree that Optimo may, with or without cause, immediately terminate your Optimo account and access to the account services without prior notice.  Without limiting the foregoing, the following will lead to a termination by Optimo of your account: (a) breaches or violations of this Agreement or other incorporated agreements or guidelines, (b) requests by law enforcement or other government agencies, (c) a request by you (self-initiated account deletions), (d) unexpected technical issues or problems, and (e) extended periods of inactivity.  Termination of your account includes (a) removal of access to all offerings available to account holders, (b) deletion of your password and all related information, files and content associated with or inside your account, and (c) barring further use of the account.  Further, you agree that all terminations shall be made in Optimo's sole discretion and that Optimo shall not be liable to you or any third-party for any termination of your account or access to account services.

 7.         Content Delivered By Electronic Download and Compact Disc (CD).  You may have the opportunity to download or order content from this site, including without limitation, templates and tools written in Microsoft Word and/or Excel ('Content').  If you download digital Content or order Content in the form of CDs from this site, Optimo grants to you a personal, non-exclusive, perpetual license to use the Content only in your business, including the right to copy and modify such Content only for use by you in your business.  You are not authorized (i) to resell or sublicense the Content, (ii) to distribute, transmit, or publish the Content to the public or to anyone else in your organization, either with or without valuable consideration, in any form, format, or method, including without limitation, by posting on the Internet, or (iii) otherwise to use the Content as part of a product or service for any commercial use or purpose, either with or without valuable consideration.  Your license to use the Content will terminate automatically if you violate any of the foregoing restrictions or if you violate any of the other terms and conditions of this Agreement.

 8.         Shipment Limitation.  Optimo will accept orders for shipment only to your location in the 50 United States or the District of Columbia. No shipments will be made outside the United States or to a P.O. Box address.

 9.         Resales Permitted.  You may resell goods purchased from this site.  You agree to defend and indemnify this site from and against any claim, expense, damage, Including without limitation reasonable attorney's fees, arising out of  your resale of goods purchased from this site. 

10.        Price Quotes; Pricing.  Any price quotations provided on this site shall be valid for the period stated.  If no time period is stated, then the price charged for an order will be the price in effect the day Optimo accepts the order.  Item prices shall be identified on the on-line order form at the time of your order placement.  Optimo may change item prices at any time without notice.  Prices do not include charges for shipping and handling, and applicable taxes.

 11.        Shipping And Handling Charges; Taxes.  Separate charges for shipping and handling will be shown on our e-mail order confirmation.  Unless you provide us with a valid and correct tax exemption certificate applicable to the product ship-to location prior to our acceptance of the order, You will be responsible for sales and all other taxes associated with Your order, except for taxes on our net income.  If applicable, a separate charge for taxes will be shown on our e-mail order confirmation.

 12.        Payment Terms. Terms of payment are within Optimo's sole discretion, and unless otherwise agreed to by Optimo in a signed written document, payment must be made in a manner approved by this site and received by Optimo prior to Optimo's acceptance of an order.

 13.        Ownership; Risk of Loss.  Title to goods purchased at this site under this Agreement passes from Optimo to you on shipment from Optimo's facility.  Loss or damage that occurs during shipping by a carrier selected by Optimo shall be Optimo's responsibility.  Loss or damage that occurs during shipping by a carrier selected by you is your responsibility.

 14.        Return/Refund Policy.  Goods purchased from this site may be returned in accordance with our return/refund policy in effect on the date of our acceptance of your order.  Please review our return/refund policy.

 15.        Accuracy of Information and Disclaimer of Warranty.  Optimo has made every effort to present the content on this site accurately, but additions, deletions and changes may occur.  Except as may be provided in any separate written agreement signed by the parties, goods, services, and/or content on this site is provided 'as is', and neither Optimo nor its representatives make any representation or warranty with respect to such products, services, and/or content.  EXCEPT AS MAY BE PROVIDED IN ANY SEPARATE WRITTEN AGREEMENT SIGNED BY THE PARTIES, OPTIMO AND ITS REPRESENTATIVES SPECIFICALLY DISCLAIM, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, RELATING TO THIS SITE OR PRODUCTS, SERVICES AND/OR CONTENT ACQUIRED FROM THIS SITE, INCLUDING BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, COMPLETENESS, TIMELINESS, CORRECTNESS, NONINFRINGEMENT, OR FITNESS FOR ANY PARTICULAR PURPOSE.  THIS DISCLAIMER OF WARRANTY CONSTITUTES AN ESSENTIAL PART OF THIS AGREEMENT.  NO PURCHASE OR USE OF THE ITEMS OFFERED BY THIS SITE IS AUTHORIZED HEREUNDER EXCEPT UNDER THIS DISCLAIMER.  If implied warranties may not be disclaimed under applicable law, then ANY IMPLIED WARRANTIES ARE LIMITED IN DURATION TO THE PERIOD REQUIRED BY APPLICABLE LAW.  Some states do not allow limitations on how long an implied warranty may last, so the above limitations may not apply to you.

 16.        Limitation of Liability.  Under no circumstances will Optimo or its affiliates have any liability with respect to any claims or damages (whether indirect, special, incidental, consequential or punitive) as a result of your access or use of (or inability to access or use) this site or its content, even if they have been advised of the possibility of such damages. Direct damages are limited to the purchase price of the goods ordered and fully paid from this site.

 17.        Intended For Use Only In The United States.  This site is controlled and operated by Optimo from its offices within the United States. Optimo does not represent that this site is appropriate or available for use elsewhere; access to this site from locations where its contents are illegal is not authorized. If you access this site from outside the United States, you do so on your own initiative and at your own risk.

 18.        Registration Data.  Registration is required for you to establish an account at this site.  You agree (i) to provide certain current, complete, and accurate information about You as prompted to do so by the registration form ("Registration Data"), and (ii) to maintain and update such registration information as required to keep such information current, complete and accurate.  You warrant that your Registration Data is accurate and current, and that you are authorized to provide such Registration Data.  You authorize us to verify your Registration Data at any time.  If any Registration Data that you provide is untrue, inaccurate, not current or incomplete, we retain the right, in its sole discretion, to suspend or terminate rights to use your account.  Solely to enable us to use information you supply us internally, so that we are not violating any rights you might have in that information, you grant to us a nonexclusive license to (i) convert such information into digital format such that it can be read, utilized and displayed by our computers or any other technology currently in existence or hereafter developed capable of utilizing digital information, and (ii) combine the information with other content provided by us in each case by any method or means or in any medium whether now known or hereafter devised.

 19.        Monitoring.  We reserve the right to monitor your access and use of this web site without notification to you. We may record or log your use in a manner as set out in our Privacy Policy that is accessible though the 'Legal' link on this site's home page.

 20.        Account Questions/Notifications.  Optimo maintains specific contact information including an e-mail address for questions and comments regarding your account with this site.  All correspondence and email should be addressed as follows:

 Notification of Questions/Comments Regarding Your Account

Optimo, Inc.

3003 Summit Boulevard

Suite 4054

Atlanta, GA, 30319

Contact: Legal Department - email:legal@optimo-inc.com

Telephone:404-815-4644

Facsimile:404-815-8090

 21.        Arbitration.  Except for actions to protect intellectual property rights and to enforce an arbitrator's decision hereunder, all disputes, controversies, or claims arising out of or relating to this Agreement or a breach thereof shall be submitted to and finally resolved by arbitration under the rules of the American Arbitration Association ('AAA') then in effect.  There shall be one arbitrator, and such arbitrator shall be chosen by mutual agreement of the parties in accordance with AAA rules.  The arbitration shall take place in Atlanta, Georgia, and may be conducted by telephone or online.  The arbitrator shall apply the laws of the State of Georgia, USA to all issues in dispute.  The controversy or claim shall be arbitrated on an individual basis, and shall not be consolidated in any arbitration with any claim or controversy of any other party.  The findings of the arbitrator shall be final and binding on the parties, and may be entered in any court of competent jurisdiction for enforcement. Enforcements of any award or judgment shall be governed by the United Nations Convention on the Recognition and Enforcement of Foreign Arbitral Awards.  Should either party file an action contrary to this provision, the other party may recover attorney's fees and costs up to $1000.00.

 22.        Jurisdiction And Venue.  The courts of Fulton County in the State of Georgia, USA and the nearest U.S. District Court shall be the exclusive jurisdiction and venue for all legal proceedings that are not arbitrated under this Agreement.

 23.        Severability.   If any provision of this Agreement is declared invalid or unenforceable, such provision shall be deemed modified to the extent necessary and possible to render it valid and enforceable.  In any event, the unenforceability or invalidity of any provision shall not affect any other provision of this Agreement, and this Agreement shall continue in full force and effect, and be construed and enforced, as if such provision had not been included, or had been modified as above provided, as the case may be.

 24.        Force Majeure.  Neither party shall be liable for damages for any delay or failure of delivery arising out of causes beyond their reasonable control and without their fault or negligence, including, but not limited to, Acts of God, acts of civil or military authority, fires, riots, wars, embargoes, Internet disruptions, hacker attacks, or communications failures.  Notwithstanding anything to the contrary contained herein, if either party is unable to perform hereunder for a period of thirty (30) consecutive days, then the other party may terminate this Agreement immediately without liability by ten (10) days written notice to the other.

 25.        Miscellaneous.  This Agreement constitutes the entire understanding of the parties with respect to the subject matter of this Agreement and merges all prior communications, representations, and agreements.  This Agreement may be modified only by a written agreement signed by the parties.  If any provision of this Agreement is held to be unenforceable for any reason, such provision shall be reformed only to the extent necessary to make it enforceable.  This Agreement shall be construed under the laws of the State of Georgia, USA, excluding rules regarding conflicts of law.  The application the United Nations Convention of Contracts for the International Sale of Goods is expressly excluded.  This license is written in English, and English is its controlling language.