PLEASE READ THESE TERMS AND CONDITIONS OF USE AND THE ALLESTA PRIVACY POLICY CAREFULLY BEFORE USING THIS WEB SITE OR RECEIVING ANY OF THE ALLESTA SERVICES.

Welcome
Welcome to Allesta's terms and conditions of use. These terms and conditions of use apply to and govern your use of Allesta's Web site(s) (the "Site") as a passive visitor, as well as the services that Allesta provides to participants who sign up with Allesta as members ("Members") (such services to be referred to herein as "Services"). For purposes of these terms and conditions of use, the words "you" and "your" shall refer to any visitor to the Site, as well as any Member, as defined above. Your use of the Site or the Services signifies your agreement to be bound by these terms and conditions. If you do not agree to be bound by these terms and conditions of use, you may not access or otherwise use the Site or receive the Services. Allesta's current privacy policy which addresses Allesta's use and release of information collected from your use of the Site and receipt of the Services is available at our web site.

License to Use the Site
Allesta grants you a non-exclusive, non-transferable, limited right to access, use and display the Site and the materials thereon for your personal use only, provided that you comply fully with these terms and conditions of use. You shall not interfere or attempt to interfere with the operation of the Site in any way through any means or device including, but not limited to, spamming, hacking, uploading computer viruses or time bombs, or the means expressly prohibited by any provision of these terms and conditions of use. Except as expressly provided herein or otherwise allowed by Allesta, you may not use the Site or the Services for any commercial purpose.

Web Service Agency
Allesta Web Site is a collection of Services provided to Members by Allesta. By your use of Allesta Web Site, you certify and acknowledge to Allesta that (1) you are expressly authorized to access such URLs or IP addresses (individually or collectively the "Network Endpoints") by the owner of those Network Endpoints, (2) your use of Allesta Web Site is for legitimate and lawful business purposes only; and (3) your use of Allesta Web Site will not disrupt or otherwise harass or inconvenience the owner and/or legal users of such Network Endpoints or violate their policies of access and use of such Network Endpoints.

Allesta does not, and cannot, control what Network Endpoints are available to you using Allesta Web Site. The Member decides what Network Endpoints to register or make accessible to Allesta Web Site, and it is the Member that determines what special provisions, if any, shall be in effect with respect to its Network Endpoints via Allesta Web Site. Members are solely responsible for complying with all applicable federal, state, and local laws applicable to such access and use, including copyright laws. As a condition to your use of the Allesta Web Site Services you agree that you will not: (i) use Allesta Web Service to infringe the intellectual property rights of others in any way; (ii) use Allesta Web Site, or attempt to penetrate, modify or manipulate Allesta Web Site or any of the hardware or software thereof in order to: invade the privacy of, obtain the identity of, or obtain any personal information about any Member or Member's Network Endpoints, or modify, erase or damage any information contained on the computer of any user connected to Allesta Web Site; (iii) reverse engineer any portion of Allesta Web Site software or related technology; (iv) interfere with or disrupt Member networks and Network Endpoints connected to the Allesta Web Site or violate their respective use and access policies, or (v) use Allesta Web Site to harass, interfere with, inconvenience, or disrupt any third party or its networks, Network Endpoints, systems or services, including, without limitation, any activities intended to deny access or use of such property or services by any authorized users. Allesta reserves the right to deny any Member access to Allesta Web Site at any time.

By its use of Allesta Web Site, Member represents, agrees and warrants to Allesta that Member shall not use or mention Allesta Web Site (including, without limitation, any reports, results, or other features or communications related to Allesta Web Site) in any of Member's promotional, advertising, or marketing activities without Allesta's prior written consent.

Changes to Terms and Conditions of Use
Allesta reserves the right, at its sole discretion, to change, modify, add or remove any portion of these terms and conditions of use, in whole or in part, or to incorporate service fees for Members, at any time. Changes in these terms and conditions of use will be effective when posted. You agree to review these terms and conditions of use periodically to be aware of any changes. Your continued use of the Site after any changes to these terms and conditions of use are posted will be considered acceptance of those changes.

Ownership; Restrictions
Allesta owns, controls, licenses or has the right to use and provide the Site and all material on the Site, including without limitation text, images, articles, photographs, illustrations, audio and video clips, (collectively the "Content"). The Site is protected by copyright as a collective work and/or compilation, pursuant to U.S. copyright laws, international conventions, and other copyright laws. Allesta, and/or its third party providers, are the owners of the copyright in the entire Site. Allesta owns a copyright in the selection, coordination, arrangement and enhancement of the Site. You agree to abide by any and all copyright notices, information or restrictions displayed on the Site.

You may not modify, create derivative works from, participate in the transfer or sale of, post on the World Wide Web, mirror, or in any way exploit the Site or any portion thereof for any public or commercial use, other than as expressly provided by these terms and conditions of use, without the express written permission of Allesta. You may download one (1) copy of Content from the Site for your personal use, provided that you maintain all copyright, attribution and other notices contained in or on such Content, including without limitation trademarks and service marks of Allesta and its affiliates or the copyright holder identified in the individual Content's copyright notice. No other permission is granted to you to print, copy, reproduce, distribute, transmit, upload, download, store, display in public, alter, or modify the content contained on this Site. You acknowledge that you do not acquire any ownership rights by downloading copyrighted material. You are responsible for complying with all applicable laws, rules and regulations regarding your use of any such downloaded Content. In the event of any permitted copying, redistribution or publication of material from the Site, no changes in or deletion of author attribution, trademark, legend or copyright notice shall be made. You may obtain more information on the copyrights, trademarks, and service marks of Allesta and its affiliates and Content owners by viewing the copyright and trademark notices posted on the Site.

This Site also contains trademarks of Allesta protected under United States and International Trademarks laws. Use of such marks without Allesta's written permission is strictly prohibited.

Change to Site or Content
Allesta shall have the right for any reason, in its sole discretion, to terminate, change, suspend or discontinue any aspect of the Site or Services, including but not limited to Content, features, or hours of availability. Allesta may also impose limits on certain features and Services or restrict your access to parts or all of the Site without notice or liability.

Services
Upon a Member's registration on the Site, Allesta will create an online account for the Member containing information provided by the Member (the "Member Account"), which account shall be accessible and modifiable by the Member thereafter at the Site using a password and user name, in accordance with the Privacy Policy. For more information about how Allesta collects, maintains and uses Member information, please consult the Privacy Policy.

Acceptable Use Policy
As a condition of your use of this Site and the Services, you warrant to Allesta that you:

Members who violate these terms and conditions of use, at Allesta's sole discretion, may have their Member Account suspended or terminated, and may be prohibited from receiving Services thereafter.

Auditing, Editing and Disclosure of User Material
You agree that Allesta has the right, but not the obligation, to auidit all material on the Site at any time for any reason in its sole discretion to determine compliance with these terms and conditions of use and any other operating rules that Allesta may establish from time to time. Notwithstanding this right of Allesta, Allesta does not and cannot review all materials posted to the Site by users, and Allesta is not responsible for any such materials posted by users. Allesta reserves the right at all times to edit, disclose, refuse to post, request removal of or remove any material or information as may be necessary to comply with any law, regulation or government or agency request or if, in Allesta's sole discretion, such materials are objectionable or in violation of these terms and conditions of use. Allesta does not represent or endorse the accuracy or reliability of any advice, opinion, statement, or other information displayed or distributed through the Site. You acknowledge that any reliance upon any such opinion, advice, statement, memorandum, or information shall be at your sole risk. Allesta reserves the right, in its sole discretion, to correct any errors or omissions in any portion of the Site.

Indemnification
You shall indemnify, defend and hold harmless Allesta, and all its officers, directors, owners, agents, managers, employees, content providers, partners, affiliates, licensors and licensees (collectively, the "Indemnified Parties") from and against any and all losses, damages, liabilities, and claims and all fees, costs, expenses, of any kind related thereto (including, without limitation, reasonable attorneys' fees) incurred by the Indemnified Parties in connection with any claim arising out of, based upon or resulting from your use of the Site or receipt or use of the Services. Allesta reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you and you shall not in any event settle any matter without the written consent of Allesta.

Links to Other Web Site
The Site may contain links and pointers to other World Wide Web Internet sites, resources, and sponsors of the Site. Links to and from our Site do not constitute an endorsement by Allesta or any of its subsidiaries, partners and affiliates of any third party resources or their services or contents. Links do not imply that Allesta or the Site sponsors are affiliated or associated with or are legally authorized to use any trademark, trade name, logo or copyright symbol displayed in or accessible through the links, or that any linked sites are authorized to use any trademark, trade name, logo or copyright symbol of Allesta or any of its affiliates. Allesta is not responsible for content on or services provided by other Web sites that are linked to or from the Allesta site, including without limitation Allesta's partners' Web sites and services. You should direct any concerns regarding any external link to its site administrator or Webmaster.

Disclaimer of Warranties and Damages; Limitation of Liability
THE SITE, INCLUDING ALL SERVICES, CONTENT, SOFTWARE, FUNCTIONS, MATERIALS AND INFORMATION MADE AVAILABLE ON OR ACCESSED THROUGH THE SITE, IS PROVIDED TO SITE VISITORS, MEMBERS, AND ANY OTHER THIRD PARTY ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT REPRESENTATIONS OR WARRANTIES OF ANY KIND WHATSOEVER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. NEITHER Allesta NOR ITS CONTENT PROVIDERS OR PARTNERS WARRANT THAT THE SERVICES, FUNCTIONS, FEATURES OR CONTENT CONTAINED IN THE SITE WILL BE UNINTERRUPTED OR ERROR FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT ANY SITE OR THE SERVER THAT MAKES IT AVAILABLE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; NOR DO THEY MAKE ANY WARRANTY OR REPRESENTATION AS TO THE ACCURACY, MEANINGFULNESS, OR RELIABILITY OF THE SITE, CONTENT, MATERIALS, SERVICES, INFORMATION OR FUNCTIONS MADE ACCESSIBLE BY THE SITE, ANY PRODUCTS OR SERVICES OF OR HYPERTEXT LINKS TO, THIRD PARTIES OR FOR ANY BREACH OF SECURITY ASSOCIATED WITH THE TRANSMISSION OF SENSITIVE INFORMATION THROUGH THE SITE OR ANY LINKED SITE. Allesta AND ITS PARTNERS, SUBSIDIARIES AND AFFILIATES MAKE NO WARRANTIES AND SHALL NOT BE LIABLE FOR THE USE OF THE SITE, INCLUDING WITHOUT LIMITATION, THE CONTENT AND ANY ERRORS CONTAINED THEREIN UNDER ANY DIRECT OR INDIRECT CIRCUMSTANCES, INCLUDING BUT NOT LIMITED TO ALLESTA'S NEGLIGENCE. IF YOU ARE DISSATISFIED WITH THE SITE, SERVICES OR ANY MATERIALS ON THE SITE, YOUR SOLE REMEDY IS TO DISCONTINUE USING THE SITE.

UNDER NO CIRCUMSTANCES SHALL ALLESTA, ITS SUBSIDIARIES, PARTNERS, AFFILIATES OR CONTENT PROVIDERS BE LIABLE FOR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES THAT ARE DIRECTLY OR INDIRECTLY RELATED TO THE USE OF, OR THE INABILITY TO USE, THE SITE AND THE CONTENT, MATERIALS, SERVICES AND FUNCTIONS IN THE SITE, INCLUDING WITHOUT LIMITATION LOSS OF REVENUE OR ANTICIPATED PROFITS OR LOST BUSINESS, EVEN IF SUCH ENTITIES OR AN AUTHORIZED REPRESENTATIVE THEREOF HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. IN NO EVENT SHALL THE TOTAL LIABILITY OF Allesta, ITS SUBSIDIARIES, PARTNERS AND AFFILIATES TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT OR TORT, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE OR OTHERWISE) ARISING FROM THESE TERMS AND CONDITIONS OF USE OR YOUR USE OF THE SITE OR SERVICES EXCEED, IN THE AGGREGATE, $100.00.

Allesta's Rights to Materials Provided by Users
Any or all material and information provided by you to the Site, including without limitation the information contained in your Member Account, if any, may be included in a database owned by Allesta and its subsidiaries, partners and affiliates in which we have rights and interest, including but not limited to, the compilation copyright. We reserve the right to use any information or materials you provide to us or that we obtain through your use of the Site or Services to the fullest extent permitted by law.

By posting messages, uploading files, inputting data or engaging in any other form of communication (individually or collectively "Communications") to or within the Site, you grant to Allesta a perpetual, worldwide, irrevocable, unrestricted, non-exclusive, royalty-free license to use (including use for promotional and advertising purposes), copy, license, sublicense, adapt, distribute, display, publicly perform, reproduce, transmit, modify, edit and otherwise exploit such Communications and any ideas or original materials contained in such Communications, in all media now known or hereafter developed, without any compensation to you. This grant shall include the right to exploit any and all proprietary rights in such Communications including, without limitation, any and all rights under copyright, trademark, service mark or patent laws under any relevant jurisdiction. You waive all rights to any claim against Allesta for any alleged or actual infringements of any proprietary rights, rights of privacy and publicity, moral rights, and rights of attribution in connection with such Communications. You agree and understand that Allesta is under no obligation to use any material or ideas submitted by you in any Communications in any way whatsoever.

No Resale / Exploitation
You understand and agree that you may not reproduce, copy, resell, manipulate, or exploit any part of the Site or Services for any commercial purpose.

Non-United States Residents
Allesta makes no representation that materials in the Site and their copyrights, trademarks, patents, and licensing arrangements, are appropriate or available for use in locations other than the United States. Those who choose to access this Site from other locations outside of the U.S. do so on their own initiative and are responsible for compliance with local laws, if and to the extent local laws are applicable.

Termination
You understand and agree that Allesta may, in its sole discretion and at any time, terminate your Member Account, if any, and discard and remove any content or information contained therein, for any reason. Allesta may also, in its sole discretion and at any time, discontinue any Services, or limit or restrict any user's access to the Site or the Services, for any reason. You understand and agree that Allesta may take any one or more of these actions without prior notice to you, but shall use commercially reasonable efforts to notify you of such termination. You understand and agree that Allesta shall not have any liability to you or any other person for any termination of your Member Account or access to Services and/or the removal of such information. If you fail to pay any fees and other charges for Services set forth in our Services Catalog. In the event that your access is terminated, you acknowledge that your Initial Subscription Fee (as specified in the Services Catalog) is non-refundable and that you remain liable for all charges incurred through the date of termination. Allesta may in its sole discretion change some or all of our services and prices in the Services Catalog at any time. In the event we introduce a new service, the fees for that service are effective at the launch of the service. Unless otherwise stated, all fees are quoted in U.S. Dollars. You are responsible for paying all fees, taxes, and other charges associated with using Services. Member may terminate its Member Account at any time by sending a request of termination by e-mail to Allesta at the following address: support@allesta.com.

General Provisions
These terms and conditions of use shall be governed by and construed in accordance with the laws of the State of California, without regard to conflicts of laws provisions. The sole and exclusive jurisdiction for any action or proceeding arising out of or related to these terms and conditions of use shall be an appropriate State or Federal court located in San Diego County in the State of California and you hereby irrevocably consent to the jurisdiction of such courts. If for any reason a court of competent jurisdiction finds any provision of these terms and conditions of use, or portion thereof, to be unenforceable, that provision shall be enforced to the maximum extent permissible so as to effect the intent of these terms and conditions of use, and the remainder of these terms and conditions of use shall continue in full force and effect. These terms and conditions of use constitute the entire agreement between you and Allesta with respect to the subject matter hereof, and supersede all previous written or oral agreements between the parties with respect to such subject matter. No waiver by either you or Allesta of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default.

The section headings used herein are for convenience only and shall not be given any legal import.