BY ENTERING OR USING THE MACMURRAY PACIFIC ON-LINE CATALOG YOU ARE CONSENTING TO BE BOUND BY THESE TERMS OF SERVICE. IF YOU DO NOT AGREE, DO NOT ENTER OR USE THE MACMURRAY PACIFIC ON-LINE CATALOG.

These Terms & Conditions govern your use of the MacMurray Pacific On-line catalog (the "Service"), an Internet subscription service operated by MACMURRAY PACIFIC. MacMurray Pacific currently provides users with access to a rich collection of on-line resources and services, including an on-line ordering and invoice monitoring system. The MacMurray Pacific On-line catalog is provided to you by MacMurray Pacific on an "AS IS", "AS AVAILABLE" basis subject to the provisions contained herein for your private personal use only. Any other use or attempt to use MacMurray Pacific On-line catalog for other purposes, directly or indirectly, by you or by a third party is prohibited. Unless explicitly stated otherwise, any new features that augment or enhance the current service shall be subject to these Terms of Service. The Service consists of computing and information services and software, information and other content provided by MacMurray Pacific. In addition, third parties may provide information, and/or other content ("Third Party Content") that may be accessed over the Service. Your participation in the Service is conditioned upon your acceptance of the terms and conditions contained in this agreement. By registering for a login and password you are indicating that you have read the following terms and conditions and indicating that you and the company that you represent accept these terms and conditions. MacMurray Pacific reserves the right, in its discretion, to change or modify all or any part of this Agreement at any time. Such changes or modifications shall be effective immediately upon notice published on the Service. Your continued use of the Service constitutes your binding acceptance of these terms and conditions, including any changes or modifications made by MacMurray Pacific as permitted above. If at any time the terms and conditions of this Agreement are no longer acceptable to you, you should immediately terminate your subscription to the Service.

2.1 As part of the registration process, you will provide certain information about yourself. You must provide accurate, complete, and current registration information and you agree to provide MacMurray Pacific with any of that information promptly after such changes occur.

2.2 Subscriptions to the Service are available only to representatives of MacMurray Pacific-authorized corporations or other businesses who are at least 18 years of age. Your right to use the Service is personal to you and cannot be transferred to any other person.

2.3 You are responsible for all use of your account under any password by any person whether or not authorized by you and for ensuring that all use of your account complies with this Agreement.

2.4 Without in any way limiting your obligations under Section 3 below, MacMurray Pacific reserves the right to delete any Web page or Web site uploaded, posted or displayed by you or any other user, at any time, without prior notice, for any reason or no reason. MacMurray Pacific may terminate, at its own discretion, any registration, including without limitation any or all related information, communications, postings, Web pages or Web sites, at any time, without notice, for any reason or no reason, including without limitation for conduct that violates local, state or federal laws or regulations or these Terms of Service, or material that MacMurray Pacific, in its sole discretion believes is harmful to others, the business of MacMurray Pacific or other third party information or service providers.

2.5 You acknowledge that the Service contains information, software, photographs, graphics, and other material (collectively, the "Content") that is protected by copyright, trademark or other proprietary rights of MacMurray Pacific or third parties. All Content on the Service is copyrighted as a collective work of MacMurray Pacific pursuant to applicable copyright law. You agree to comply with any additional copyright notices, information, or restrictions contained in any Content available on or accessed through the Service. The Content is intended for the sole use of the MacMurray Pacific-authorized, registered subscribers of the Service.

2.6 You may not modify, publish, transmit, transfer or sell, reproduce, create derivative works from, distribute, perform, display, or in any way exploit, any of the Content, in whole or in part, except as otherwise expressly permitted in this Agreement. Content consisting of downloadable software (if any) may not be reverse engineered unless specifically authorized by the owner of the software's patent and/or copyright.

2.7 You may download or copy the Content only for your company's use, provided that all copyright and other notices contained in such Content are maintained. You shall not store electronically any significant portion of any Content. Except as expressly permitted by the copyright laws, no copying, storage, redistribution or publication of any Content is permitted without the express permission of MacMurray Pacific or the owners of such Content or their authorized persons, if other than MacMurray Pacific. You may upload to or download from the Service any Content in the public domain for your own personal use or for noncommercial redistribution. You assume all risk and responsibility for determining whether any Content is in the public domain, regardless of any notices that may be posted on such Content.

2.8 You grant to MacMurray Pacific the right to edit, copy, publish, distribute, translate and otherwise use any Content that you place on the Service, in any medium. You represent and warrant that you are authorized to grant all rights set forth in the preceding sentence.

2.9 Any information supplied by you upon registration for the Service and certain other information which MacMurray Pacific On-line catalog may collect is subject to MacMurray Pacific's privacy policy. For more information, you can review MacMurray Pacific's privacy policy at http://www.macpac.1.com/privacy.html.

You, as a user of the Service, understand that all information, data, text, files, links, software, content, photographs, graphics, images, video, communication, messages or other materials and terms of expression (collectively "Information"), whether publicly posted or privately transmitted, are the sole responsibility of the user generating the same. This means that you are responsible and may be held legally liable for all Information that you upload, post or otherwise transmit via the MacMurray Pacific On-line catalog. For example, you shall not: (a) transmit upload or post via the MacMurray Pacific On-line catalog any Information that is offensive, vulgar, sexually explicit, racial, hateful, discriminatory, unlawful, invasive of another's privacy, exploitative of a minor, identifiable information pertaining to a minor, information or instructions concerning illegal activities, information that is harmful, threatening, abusive, harassing, defamatory, libelous, obscene, or otherwise objectionable; (b) harass, threaten, abuse, defame, embarrass or cause distress or discomfort to another; (c) transmit upload or post via the MacMurray Pacific On-line catalog any Information that you are prohibited from transmitting by any law, including without limitation Information that infringes any patent, trademark, trade secret, copyright or other proprietary right; (d) transmit, upload or post any Information that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment; (e) disrupt the normal flow of Information available on or through the MacMurray Pacific On-line catalog or otherwise act in a manner that negatively affects other participants or users, transmit, upload or post hidden pages or images, interfere with or disrupt the functionality of MacMurray Pacific or the MacMurray Pacific servers or networks, or violate any requirements, procedures, policies or regulations of networks connected to the MacMurray Pacific On-line catalog, the MacMurray Pacific network, servers, directories, databases and listings; (f) transmit, upload or post any unsolicited advertising, promotional materials, or any other forms of solicitation; (g) intentionally or unintentionally violate any applicable local, state, national or international law or regulation;. (h) Translate, decompile, reverse engineer, disassemble, modify, copy, alter, merge into other software, exploit, reproduce, duplicate, rent, lease, sell, resell, lend, distribute, remarket or otherwise dispose of the MacMurray Pacific On-line catalog, use of the MacMurray Pacific On-line catalog, or access to the MacMurray Pacific On-line catalog or any part thereof; (i) impersonate in any way, including without limitation by way of forging headers or otherwise manipulating identifiers, any person, entity, leader, MacMurray Pacific official, operator or host; (j) collect or store personal data about other users in any way or form or solicit or harvest passwords or screen names; (k) use any allocated storage space on the MacMurray Pacific On-line catalog as storage for remote loading of Information, or rent, sub-lease or transfer any allocated space on the MacMurray Pacific On-line catalog to any third party; or (l ) link your Web site on the MacMurray Pacific On-line catalog to Information not allowed on the MacMurray Pacific On-line catalog under these Terms of Service.

To the best of its ability MacMurray Pacific reviews and maintains the information available in the MacMurray Pacific On-line catalog, however, due to its reliance on the partners and vendors which supply this Information, it cannot guarantee the complete accuracy of all of this Information. Therefore, MacMurray Pacific cannot and shall not be responsible for any Information and does not guarantee the accuracy, integrity or quality of such Information. You understand that by using the MacMurray Pacific On-line catalog, you may be exposed to Information that is incorrect, out-of-date, offensive, indecent or objectionable.

By transmitting, uploading, posting or submitting any Information to the MacMurray Pacific On-line catalog you (a) declare such Information is not confidential, secret or proprietary information; (b) warrant that no other party has rights to the Information and that your transmission, posting, uploading or submission of the Information to the MacMurray Pacific On-line catalog does not violate any copyright or other laws; and (c) irrevocably grant MACMURRAY PACIFIC, a worldwide, royalty free, non-exclusive perpetual, worldwide license to use, display, perform, distribute, modify, reproduce and publish the Information in any form anywhere.

You must evaluate, and bear the risk associated with, the accuracy, completeness or usefulness of any Information available on or through the MacMurray Pacific On-line catalog. The MacMurray Pacific On-line catalog shall not be obligated to actively monitor, review, or otherwise control in any manner, the Information users post, upload or transmit through the MacMurray Pacific On-line catalog. However, MacMurray Pacific reserves the right but not the obligation, in its sole discretion, to refuse or remove any Information available on or through the MacMurray Pacific On-line catalog. Without limiting the foregoing, MacMurray Pacific shall have the right to remove any Information that violates these Terms of Service or is otherwise objectionable in the MacMurray Pacific's sole opinion.

THE INFORMATION ON THE MACMURRAY PACIFIC ON-LINE CATALOG MAY INCLUDE INAPPROPRIATE MATERIAL. BY ENTERING OR USING THE MACMURRAY PACIFIC ON-LINE CATALOG YOU UNDERTAKE FULL RESPONSIBILITY TO: (A) DETERMINE WHETHER THE INFORMATION COMPLIES WITH YOUR NEEDS (B) DETERMINE WHETHER YOU HAVE ADEQUATE LEGAL RIGHTS TO STORE, REPRODUCE OR OTHERWISE USE THE INFORMATION IN ANY MANNER CONTEMPLATED BY YOU AND (C) COMPLY WITH ANY LEGAL OBLIGATIONS, INCLUDING WITHOUT LIMITATION OBLIGATIONS IMPOSED BY COPYRIGHT, TRADE SECRET, DEFAMATION, INDECENCY, ONLINE CONDUCT AND ACCEPTABLE CONTENT, PRIVACY AND EXPORT LAWS. IF YOU DO NOT AGREE TO THESE TERMS, DO NOT ENTER OR USE THE MACMURRAY PACIFIC ON-LINE CATALOG.

Some portions of the MacMurray Pacific On-line catalog or Web sites available on or through the MacMurray Pacific On-line catalog may include links to third party sites. These links allow you to exit these Web sites and enter third party or other users Web sites. These links are provided only as a convenience. The linked Web sites are not reviewed, controlled or examined by MacMurray Pacific and MacMurray Pacific is not responsible for the Information, advertising, products, resources or other material, of any linked site or any link contained in a linked site. The inclusion of any link does not imply endorsement of the linked site by MACMURRAY PACIFIC. In no event shall MacMurray Pacific be liable, directly or indirectly, to anyone for any damage or loss arising from or occasioned by the creation, use or reliance, on the third parties' Web sites or the Information, advertising, products, resources or material accessed through these Web sites. MacMurray Pacific reserves the exclusive right in its sole discretion to add, decline or remove, without warning, any icon or link to a Web site, from the MacMurray Pacific On-line catalog and MacMurray Pacific On-line catalog users' created Web sites.

6.1 You agree to pay all fees and charges incurred by you or any third party using your Service account (whether or not authorized by you) at the rates in effect for the billing period in which such fees and charges are incurred, including, but not limited to applicable taxes, and charges for any products or services offered for sale through the Service by MacMurray Pacific or by any third party. Your right to use the Service is subject to any limits established by your credit card company if billing is through a credit card.

6.2 You shall be responsible for obtaining all telephone, telephone access lines, computer equipment and other products or services necessary to access and use the Service. You shall be responsible for all charges associated with accessing and maintaining a connection to the Service (e.g., charges imposed by an Internet access provider, or your local telephone company).

6.3 Unless you notify MacMurray Pacific On-line catalog that you do not wish to renew your membership, MacMurray Pacific On-line catalog will automatically renew your membership at the end of each term.

6.4 You may terminate your account at any time by notifying MacMurray Pacific. You are responsible for all charges incurred up to the time the account is terminated. MacMurray Pacific reserves the right to change the amount of any fee or charge for the Service or to institute new fees or charges, effective on at least 30 days prior notice posted on the Service in the Member Services area.

6.5 MacMurray Pacific reserves the right, in its sole discretion, to restrict, suspend or terminate your access to all or any part of the Service at any time for any reason without prior notice or liability.

6.6 MacMurray Pacific may change, suspend or discontinue all or any aspect of the Service at any time, including the availability of any Service feature, database, or content, without prior notice or liability.

YOU EXPRESSLY AGREE THAT ENTERING OR USING OF THE MACMURRAY PACIFIC ON-LINE CATALOG IS AT YOUR OWN RISK. NO WARRANTY, REPRESENTATION, CONDITION, UNDERTAKING OR TERM - EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE - INCLUDING BUT NOT LIMITED TO THE CONDITION, QUALITY, DURABILITY, PERFORMANCE, ACCURACY, RELIABILITY, NON-INFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE OR USE OF THE MACMURRAY PACIFIC ON-LINE CATALOG IS GIVEN OR ASSUMED BY MACMURRAY PACIFIC. ALL SUCH WARRANTIES, REPRESENTATIONS, CONDITIONS, UNDERTAKINGS AND TERMS ARE HEREBY EXCLUDED. MACMURRAY PACIFIC MAKES NO WARRANTY THAT THE MACMURRAY PACIFIC ON-LINE CATALOG WILL MEET YOUR REQUIREMENTS, OR THAT THE MACMURRAY PACIFIC ON-LINE CATALOG WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE;

MACMURRAY PACIFIC MAKES NO REPRESENTATIONS AS TO THE SUITABILITY OF THE INFORMATION AVAILABLE ON OR THROUGH THE MACMURRAY PACIFIC ON-LINE CATALOG, INCLUDING BUT NOT LIMITED TO ANY 3RD PARTY SITES, FOR ANY PURPOSE NOR ABOUT ITS LEGITIMACY, LEGALITY, VALIDITY, ACCURACY, CORRECTNESS, RELIABILITY, QUALITY, STABILITY, COMPLETENESS OR CURRENTNESS. ALL SUCH INFORMATION ON ANY 3RD PARTY SITE IS PROVIDED BY THESE 3RD PARTIES. THE INFORMATION AVAILABLE ON OR THROUGH THE MACMURRAY PACIFIC ON-LINE CATALOG'S 3RD PARTY CREATED SITES IS NOT REVIEWED, CONTROLLED OR EXAMINED BY MACMURRAY PACIFIC IN ANY WAY BEFORE IT APPEARS ON THE MACMURRAY PACIFIC ON-LINE CATALOG. MACMURRAY PACIFIC DOES NOT ENDORSE, VERIFY OR OTHERWISE CERTIFY THE CONTENTS OF ANY SUCH INFORMATION. THESE 3RD PARTIES ARE SOLELY RESPONSIBLE FOR THE CONTENTS OF THEIR WEB SITES AND MAY BE HELD LEGALLY LIABLE OR ACCOUNTABLE FOR THE CONTENTS OF THEIR WEB SITES (INCLUDING WITHOUT LIMITATION IN CONNECTION WITH INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF ANY OTHER PARTY).

MACMURRAY PACIFIC DOES NOT WARRANT OR GUARANTEE: (A) THAT ANY INFORMATION AVAILABLE ON OR THROUGH THE MACMURRAY PACIFIC ON-LINE CATALOG WILL BE FREE OF INFECTION BY VIRUSES, WORMS, TROJAN HORSES OR ANYTHING ELSE MANIFESTING CONTAMINATING OR DESTRUCTIVE PROPERTIES; (B) THAT THE INFORMATION AVAILABLE ON OR THROUGH THE MACMURRAY PACIFIC ON-LINE CATALOG WILL NOT CONTAIN ADULT-ORIENTED MATERIAL, OR MATERIAL WHICH SOME INDIVIDUALS MAY DEEM OBJECTIONABLE; OR (C) THAT THE FUNCTIONS OR SERVICES PERFORMED BY MACMURRAY PACIFIC WILL BE UNINTERRUPTED OR ERROR-FREE OR THAT DEFECTS IN THE MACMURRAY PACIFIC ON-LINE CATALOG WILL BE CORRECTED. IT IS THE SOLE RESPONSIBILITY OF THE USER TO ISOLATE SOFTWARE AND INFORMATION, EXECUTE ANTI-CONTAMINATION SOFTWARE AND OTHERWISE TAKE STEPS TO ENSURE THAT SOFTWARE OR INFORMATION, IF CONTAMINATED OR INFECTED, WILL NOT DAMAGE USER'S INFORMATION OR SYSTEM.

IN NO EVENT SHALL MACMURRAY PACIFIC BE LIABLE TO ANY PARTY FOR ANY DAMAGES, INCLUDING WITHOUT LIMITATION ANY DIRECT, INDIRECT, SPECIAL, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF PROGRAMS OR INFORMATION, LOSS OF PROFITS OR GOODWILL OR LOSS OF USE OF FACILITIES OR EQUIPMENT), OR ANY OTHER DAMAGES ARISING - IN ANY WAY, SHAPE OR FORM - OUT OF THE AVAILABILITY, USE, RELIANCE ON, INABILITY TO UTILIZE OR IMPROPER USE OF THE MACMURRAY PACIFIC ON-LINE CATALOG EVEN IF MACMURRAY PACIFIC SHALL HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IS NEGLIGENT, AND REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, OR OTHERWISE. BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, THE ABOVE EXCLUSIONS OF INCIDENTAL AND CONSEQUENTIAL DAMAGES MAY NOT APPLY TO YOU. IN NO EVENT SHALL MACMURRAY PACIFIC BE LIABLE TO ANY PARTY FOR ANY DELAYS, INACCURACIES, ERRORS OR OMISSIONS WITH RESPECT TO THE MACMURRAY PACIFIC ON-LINE CATALOG OR THE INFORMATION OR THE TRANSMISSION OR DELIVERY OF ALL OR ANY PART THEREOF, FOR ANY DAMAGE ARISING THEREFROM OR OCCASIONED THEREBY, OR FOR THE RESULTS OBTAINED FROM THE USE OF INFORMATION AVAILABLE ON OR THROUGH THE MACMURRAY PACIFIC ON-LINE CATALOG.

YOU EXPRESSLY AGREE THAT MACMURRAY PACIFIC SHALL NOT BE RESPONSIBLE OR LIABLE FOR ANY LOSS OF DATA, NOR SHALL MACMURRAY PACIFIC BE REQUIRED TO RETURN ANY LOST DATA, RESULTING FROM THE SUSPENSION OR DELETION OF USER WEB SITES OR WEB SITES, NETWORK OR SYSTEM OUTAGES, FILE CORRUPTION OR ANY OTHER REASONS. MACMURRAY PACIFIC URGES YOU TO MAINTAIN BACKUP VERSIONS OF YOUR WEB SITES ON YOUR COMPUTER TO GUARD AGAINST LOSSES OF ANY KIND. YOU EXPRESSLY AGREE THAT MACMURRAY PACIFIC SHALL NOT BE LIABLE FOR ANY CONDUCT BY USERS OF THE MACMURRAY PACIFIC ON-LINE CATALOG. MACMURRAY PACIFIC SHALL NOT BE RESPONSIBLE OR LIABLE FOR THE ACCURACY, USEFULNESS OR AVAILABILITY OF ANY INFORMATION TRANSMITTED, UPLOADED, POSTED OR MADE AVAILABLE ON OR THROUGH THE MACMURRAY PACIFIC ON-LINE CATALOG.

You expressly agree to indemnify and hold harmless MACMURRAY PACIFIC, its subsidiaries, affiliates, officers, agents, co-branders and other partners, and its and their respective employees, from and against any and all damages, liabilities, actions, causes of action, suits, claims, demands, losses, costs and expenses (including without limitation reasonable attorneys' fees and disbursements and court costs) arising from or in connection with your Information, your use of or connection to the MacMurray Pacific On-line catalog, your violation of these Terms of Service or your violation of any rights of any third party.

MacMurray Pacific reserves the right in its sole discretion to (a) make improvements, corrections, adaptations, conversions and/or any other change in the MacMurray Pacific On-line catalog and to any part thereof and/or to revise or modify these Terms of Service; (b) change, limit, terminate, remove or cease to provide at any time, temporarily or permanently, the MacMurray Pacific On-line catalog or any part thereof, to all users or any number thereof including without limitation the use of or access to MacMurray Pacific On-line catalog, granted to you or to any other user, at any time, without notice, for any reason or no reason; (c) take and keep for itself, limit, terminate, cease to provide, or cause a user to surrender any and all sub-domains within MacMurray Pacific ; (d) refrain from publishing on this site and delete or remove from MacMurray Pacific On-line catalog, at its sole discretion, any Web page or Information or material provided for display, posted, uploaded or transmitted by any user or any part thereof; (e) establish a new operating and usage policy for MacMurray Pacific On-line catalog and change it at any time for any reason or no reason; and (f) cancel, change, hold, de-list, introduce different options and features to different users or refrain from publishing MacMurray Pacific numbers or any other details of the users using MacMurray Pacific On-line catalog, at any time.

These Terms of Service do not grant to you or any other user any license or right in or to any patent, copyright, trademark, trade secret or other proprietary right of MACMURRAY PACIFIC.

MacMurray Pacific may revise or replace these Terms of Service from time to time. You agree that your use of MacMurray Pacific On-line catalog, beyond a period of 15 days after a notice of such change has been provided on the MacMurray Pacific On-line catalog network or Web site for the first time, shall constitute your consent to the new or revised MacMurray Pacific On-line catalog Terms of Service.

Any reference made in this document to MacMurray Pacific or MacMurray Pacific On-line catalog shall be deemed to have been made to MACMURRAY PACIFIC, its suppliers, co-branders and licensors and each of their subsidiaries, successors, assignees, affiliates as well as any company that controls MacMurray Pacific On-line catalog, directly or indirectly, and any other subsidiary of that controlling company.