This Agreement sets forth the terms and conditions which apply to the use by you of the Redwood Research Sites (as defined below) and any other product or service offered by Redwood Research and/or its affiliates (collectively, "Redwood Research"). The right to use any product or service offered by Redwood Research is personal to you and is not transferable to any other person or entity.

1.       Definitions

1.1.    The "Redwood Research Sites" shall mean all areas and any products or services, gratis or paid, or other paid products and services offered or available on the interactive online service operated by Redwood Research, Inc. on the World Wide Web. The Redwood Research Sites consist of information services and content provided by Redwood Research, Inc., affiliates of Redwood Research and third parties. The term "Registered User Areas" refers to any user participatory sites or sections of those sites accessed by registered users of the Redwood Research Sites.

2.       General

2.1.    Redwood Research shall have the right at any time to change or discontinue any aspect or feature of the Redwood Research Sites including, but not limited to, the Registered User Areas, content, hours of availability, and equipment needed for access or use. Such changes, modifications, additions or deletions shall be effective immediately upon notice thereof, which may be given by means including but not limited to, posting on the Registered User Areas a revised version of this Agreement or notification by electronic mail. Any use by you of the Registered User Areas after such notice shall conclusively be deemed to be acceptance by you of such changes, modifications, additions or deletions. You agree to review the terms and conditions of this Agreement periodically to be aware of such revisions.

3.       Use of the Redwood Research Sites and the Member Areas

3.1.    The Registered User Areas shall be used for lawful purposes only. No material shall be posted on or transmitted through the Registered User Areas which violates or infringes in any way upon the rights of others, which is unlawful, threatening, abusive, defamatory, invasive of privacy or publicity rights, vulgar, obscene, profane, indecent or otherwise objectionable, which encourages conduct that would constitute a criminal offense, gives rise to civil liability or otherwise violates any law. No conduct shall be undertaken that, in Redwood Research's judgment, restricts or inhibits any other user from using the Registered User Areas. Advertising or commercial solicitation may be posted on or transmitted through the Registered User Areas but only with Redwood Research's express prior permission and only if the advertising or commercial solicitation complies with all conditions imposed by Redwood Research.

3.2.    The Redwood Research Sites and the Registered User Areas may contain copyrighted material; trademarks and other proprietary information including text, software, photos, video, graphics, music and/or sound, and the entire contents of the Redwood Research Sites are copyrighted as a collective work under the United States copyright laws. Redwood Research is the owner of the copyright in the entire Redwood Research Sites. Redwood Research owns a copyright in the selection, coordination, arrangement and enhancement of such content, as well as in the content original to it. Each third party content provider owns the copyright in content original to it. You may not modify, publish, transmit, display, participate in the transfer or sale, create derivative works, or in any way exploit the content of the Redwood Research Sites or any portion of it. Except as otherwise expressly permitted under copyright law, you may not copy, redistribute, publish, display or commercially exploit any material from the Redwood Research Sites without the express permission of Redwood Research and the copyright owner. In the event of any permitted copying, redistribution or publication of material from the Redwood Research Sites, no changes in or deletion of author attribution, trademark, legend or copyright notice shall be made. You acknowledge that you do not acquire any ownership rights by downloading copyrighted material.

3.3.    You shall not upload, post or otherwise make available on the Registered User Areas any material protected by copyright, trademark or other proprietary right without the express permission of the owner of the copyright, trademark or other proprietary right. You are responsible for determining that such material is not protected by copyright, trademark or other proprietary right. You shall be solely liable for any damages resulting from any infringement of copyright, trademark or other proprietary right, or any other harm resulting from any uploading, posting or submission. 

3.4.    You hereby grant to Redwood Research Inc. and their respective affiliates worldwide, royalty-free, perpetual, irrevocable, non-exclusive right and license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform and display any message posted in the Registered User Areas and/or any e-mail sent by you to Redwood Research (in whole or in part) and/or to incorporate it in other works in any form, media or technology now known or later developed.

3.5.    You may not (i) select or use a user name or e-mail address of another person with the intention of impersonating that person; (ii) use a user name or e-mail address of anyone else without authorization; (iii) use a user name in violation of the intellectual property rights of any person; or (iv) use a user name that Redwood Research considers to be offensive. 

3.6.    You shall provide Redwood Research with accurate, complete and updated information provided by you at the time of registration. 

3.7.    The Redwood Research Sites may contain links to other web sites, resources and advertisers. Redwood Research is not responsible for the availability of these external sites nor does it endorse or is it responsible for the contents, advertising, products or other materials made available on or through such external sites. Under no circumstances shall Redwood Research be held responsible or liable, directly or indirectly, for any loss or damage caused or alleged to have been caused to a user in connection with the use of or reliance on any content, goods or services available on such external site. You should direct any concerns to such external site's administrator or webmaster. 

3.8.    You shall be responsible for obtaining and maintaining all communications access equipment, telephone, computer hardware and other equipment needed for access to and use of the Redwood Research Sites and Registered User Areas and all charges related thereto.

3.9.    The foregoing provisions of this Section 3 are for the benefit of Redwood Research, its affiliates, third party content providers and licensors, and each shall have the right to assert and enforce such provisions directly on its own behalf. 

3.10.Redwood Research has carefully designed the Redwood Research Sites with the purpose of delivering certain content to users in a particular format and with a particular appearance. No third party shall have the right to utilize the content of the Redwood Research Sites in any way that interferes with that purpose. In particular, Redwood Research prohibits any party from displaying the content on the Redwood Research Sites in any format where third party advertising or other materials that Redwood Research did not authorize is viewed or viewable together with Redwood Research's proprietary content. 

3.11.Redwood Research shall have the right, but not the obligation, to monitor the content of the Registered User Areas to determine compliance with this Agreement and any other operating rules that may be established by Redwood Research from time to time. Redwood Research shall have the right in its sole discretion to edit, refuse to post or remove any material submitted to or posted on the Registered User Areas. Without limiting the foregoing, Redwood Research shall have the right, but not the obligation, to remove any material that Redwood Research, in its sole discretion, finds to be in violation of the provisions hereof, otherwise objectionable or stale. Notwithstanding this right of Redwood Research, users shall remain solely responsible for the content of their messages. You acknowledge and agree that neither Redwood Research nor any of its affiliates shall assume or have any liability for any action or inaction by Redwood Research with respect to any conduct within the Registered User Areas or any communication or posting on the Registered User Areas.

4.       Disclaimer of Warranty; Limitation of Liability

4.1.    YOU EXPRESSLY AGREE THAT USE OF THE REGISTERED USER AREAS AND THE REDWOOD RESEARCH SITES IS AT YOUR SOLE RISK. NEITHER REDWOOD RESEARCH, ITS AFFILIATES NOR ANY OF THEIR RESPECTIVE EMPLOYEES, AGENTS, THIRD PARTY CONTENT PROVIDERS OR LICENSORS WARRANT THAT THE REDWOOD RESEARCH SITES WILL BE UNINTERRUPTED OR ERROR FREE; NOR DO THEY MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE REDWOOD RESEARCH SITES OR AS TO THE ACCURACY, RELIABILITY OR CONTENT OF ANY INFORMATION, SERVICE OR PRODUCTS PROVIDED THROUGH THE SITES OR THE REGISTERED USER AREAS.

4.2.    THE REDWOOD RESEARCH SITES AND THE REGISTERED USER AREAS ARE PROVIDED ON AN "AS IS", "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF TITLE OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OTHER THAN THOSE WARRANTIES WHICH ARE IMPLIED BY AND INCAPABLE OF EXCLUSION, RESTRICTION OR MODIFICATION UNDER THE LAWS APPLICABLE TO THIS AGREEMENT.

4.3.    THE DISCLAIMERS OF LIABILITY CONTAINED IN THIS SECTION 4 APPLY TO ANY DAMAGES OR INJURY CAUSED BY ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS, COMMUNICATION LINE FAILURE, THEFT OR DESTRUCTION OR UNAUTHORIZED ACCESS TO, ALTERATION OF, OR USE OF RECORD, WHETHER FOR BREACH OF CONTRACT, TORTIOUS BEHAVIOR, NEGLIGENCE, OR UNDER ANY OTHER CAUSE OF ACTION. YOU SPECIFICALLY ACKNOWLEDGE THAT REDWOOD RESEARCH IS NOT LIABLE FOR THE DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT OF OTHER USERS OR THIRD PARTIES AND THAT THE RISK OF INJURY FROM THE FOREGOING RESTS ENTIRELY WITH YOU. 

4.4.    IN NO EVENT WILL REDWOOD RESEARCH OR ANY PERSON OR ENTITY INVOLVED IN CREATING, PRODUCING OR DISTRIBUTING THE REDWOOD RESEARCH SITES BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE USE OF OR INABILITY TO USE THE REDWOOD RESEARCH SITES OR OUT OF THE BREACH OF ANY WARRANTY. YOU HEREBY ACKNOWLEDGE THAT THE PROVISIONS OF THIS SECTION 4 SHALL APPLY TO ALL CONTENT ON THE REDWOOD RESEARCH SITES AND/OR THE REGISTERED USER AREAS. REDWOOD RESEARCH'S LIABILITY TO USERS, IF ANY, SHALL IN NO EVENT EXCEED THE TOTAL AMOUNT PAID TO REDWOOD RESEARCH. 

4.5.    REDWOOD RESEARCH NEITHER ENDORSES NOR IS RESPONSIBLE FOR THE ACCURACY OR RELIABILITY OF ANY OPINION, ADVICE OR STATEMENT ON THE REDWOOD RESEARCH SITES, NOR FOR ANY OFFENSIVE OR DEFAMATORY POSTING MADE ON THE REGISTERED USER AREAS BY ANYONE OTHER THAN AUTHORIZED REDWOOD RESEARCH EMPLOYEE SPOKESPERSONS WHILE ACTING IN THEIR OFFICIAL CAPACITIES. UNDER NO CIRCUMSTANCES WILL REDWOOD RESEARCH BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY YOUR RELIANCE ON INFORMATION OBTAINED THROUGH EITHER THE CONTENT ON THE REDWOOD RESEARCH SITES AND/OR ANY POSTINGS ON THE REGISTERED USER AREAS. IT IS YOUR RESPONSIBILITY TO EVALUATE THE ACCURACY, COMPLETENESS OR USEFULNESS OF ANY INFORMATION, OPINION, ADVICE OR OTHER CONTENT AVAILABLE THROUGH THE REDWOOD RESEARCH SITES AND/OR THE REGISTERED USER AREAS. PLEASE SEEK THE ADVICE OF PROFESSIONALS, AS APPROPRIATE, REGARDING THE EVALUATION OF ANY SPECIFIC INFORMATION, OPINION, ADVICE OR OTHER CONTENT, INCLUDING BUT NOT LIMITED TO FINANCIAL, HEALTH, OR LIFESTYLE INFORMATION, OPINION, ADVICE OR OTHER CONTENT. 

4.6.    REDWOOD RESEARCH DOES NOT ENDORSE, WARRANT OR GUARANTEE ANY PRODUCTS OR SERVICES OFFERED THROUGH THE REDWOOD RESEARCH SITES AND WILL NOT BE A PARTY TO OR IN ANY WAY MONITOR ANY TRANSACTION BETWEEN USERS AND THIRD PARTY PROVIDERS OF PRODUCTS OR SERVICES. AS WITH THE PURCHASE OF A PRODUCT OR SERVICE THROUGH ANY MEDIUM OR IN ANY ENVIRONMENT, YOU SHOULD USE YOUR BEST JUDGMENT AND EXERCISE CAUTION WHERE APPROPRIATE. REDWOOD RESEARCH MAKES PRODUCTS OR SERVICES AVAILABLE ON THE REDWOOD RESEARCH SITES WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF TITLE OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OTHER THAN THOSE WARRANTIES WHICH ARE IMPLIED BY AND INCAPABLE OF EXCLUSION, RESTRICTION OR MODIFICATION UNDER THE LAWS APPLICABLE TO THIS AGREEMENT. 

4.7.    PRIOR TO THE EXECUTION OF A PURCHASE OR SALE OF ANY PROPERTY OR INVESTMENT, YOU ARE ADVISED TO CONSULT WITH YOUR BROKER OR OTHER FINANCIAL ADVISOR TO VERIFY PRICING AND OTHER INFORMATION. NEITHER REDWOOD RESEARCH NOR ITS THIRD PARTY CONTENT PROVIDERS SHALL HAVE ANY LIABILITY FOR INVESTMENT DECISIONS BASED UPON, OR THE RESULTS OBTAINED FROM, THE CONTENT PROVIDED HEREIN. NEITHER REDWOOD RESEARCH NOR ITS THIRD PARTY CONTENT PROVIDERS GUARANTEE OR WARRANT THE TIMELINESS, SEQUENCE, ACCURACY, OR COMPLETENESS OF ANY SUCH INFORMATION. NOTHING CONTAINED IN THE REDWOOD RESEARCH SITES SHALL BE CONSTRUED AS PROPERTY INVESTMENT ADVICE. REDWOOD RESEARCH IS NOT A REGISTERED INVESTMENT ADVISOR AND DOES NOT GIVE INVESTMENT ADVICE OR RECOMMEND ONE PRODUCT OVER ANOTHER.

5.       Indemnification 

5.1.    You agree to defend, indemnify and hold harmless Redwood Research, its affiliates and their respective directors, officers, employees and agents from and against all claims and expenses, including attorneys' fees, arising out of the use by you of the Redwood Research Sites and/or the Registered User Areas.

6.       Termination 

6.1.    Redwood Research shall have the right to immediately terminate this Agreement with respect to any Registered User whom Redwood Research, in its sole discretion, considers to be unacceptable, or in the event of any breach by you of this Agreement. The provisions of Sections 5, 6, 7, 8 and 10 shall survive termination of this Agreement.

7.       Trademarks 

7.1.    All trademarks appearing on the Redwood Research Sites are the property of their respective owners, including, in some instances, Redwood Research. 

8.       Privacy 

8.1.    The Redwood Research Sites collect no personally identifying information about you except when specifically and knowingly provided by you. An adult user's personally identifying information will not be transferred to any other party unless otherwise stated at the time of collection. (See below regarding personally identifying information about and from minors) 

8.2.    Your personally identifying information may be used by Redwood Research for the purposes of obtaining credit history, or other information required to purchase services. Redwood Research may also use such information provided by Registered Users for its own promotional and marketing purposes. You have the ability to stop your information being used for Redwood Research marketing and promotional purposes by sending an e-mail request to Redwood Research at remove@mttracy.com.

8.3.    Personally identifying information from minors is not collected by Redwood Research. 

8.4.    Redwood Research Sites may place a ‘cookie’ in the browser files of your computer. The cookie itself does not contain any personally identifying information, although the cookie could enable Redwood Research to relate your use of the Redwood Research Sites to information that you have specifically and knowingly provided.

9.       Services

9.1.    Redwood Research provides access to Registered Users of certain Services. The following terms and conditions shall apply in the event that you register to use the Services offered by Redwood Research on the Redwood Research Sites (the "Services"):

9.1.1. Terms: The Services will remain in effect until Redwood Research receives notification of termination from you as described in subsection C below. You authorize Redwood Research to use the "nonpublic personal information" provided by you to obtain Services. You are responsible for the accuracy of the "nonpublic personal information” you provide, and for any changes or updates to that information as such updates or changes become necessary and available. You shall provide Redwood Research with accurate, complete and updated information as to your name, e-mail address and other information provided by you at registration. Failure to do so shall constitute a breach of this Agreement.

9.1.2. Termination: Either you or Redwood Research may terminate this Agreement at any time. Your only right with respect to any dissatisfaction with (i) any terms and conditions of this Agreement, or policy or practice of Redwood Research in operating the Redwood Research Sites and/or the Registered User Areas, (ii) content available through the Subscription or change therein, or (iii) amount or type of fees or billing methods, or change therein, is to terminate this Agreement by contacting us in person, by phone at (925) 271-2514, or by writing to us at the following address: Customer Service, Redwood Research, Inc., 729 Montevino Drive, Pleasanton, CA 94566-6319. Notice of termination will be effective upon receipt by Redwood Research Without limiting the foregoing, Redwood Research shall have the right to immediately terminate this Agreement with respect to any Registered User which Redwood Research, in its sole discretion, considers to be unacceptable, or in the event of any breach by you of this Agreement. In the event that your Registered User account is terminated or canceled, no refund of any Service fees will be granted. The provisions of Sections 4, 5, 6, 7 and this Section 9 shall survive termination of this Agreement. Fees paid for any Service are paid in advance and are not refundable in whole or in part, provided, however, that in the event of termination by Redwood Research for any reason other than breach of this Agreement by you or termination by you in accordance with this subsection C of this Agreement in which you identify the termination as resulting from changed terms, Redwood Research shall make a pro rata refund to you.

10.   Miscellaneous

10.1. This Agreement and any operating rules for the Redwood Research Sites and the Registered User Areas established by Redwood Research constitute the entire agreement of the parties with respect to the subject matter hereof, and supersede all previous written or oral agreements between the parties with respect to such subject matter. This Agreement shall be construed in accordance with the laws of the State of California, without regard to its conflict of laws rules. No waiver by either party 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.