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Terms of Participation
Terms of Service
Terms of Use

Terms of Participation

By clicking the "Accept" button on the Red Swan^SM web site, requesting (via the web site or by telephone), accepting or using a Starter Kit or Lead Kit or otherwise becoming a Red Swan Lead, you agree to be legally bound by the following Terms of Participation:

As a Red Swan Lead, whenever you refer an individual to Red Swan for a purchase of Item(s) in accordance with Red Swan's Terms of Service, you will be entitled to a sales commission as follows:

(i) Your commission will be a percentage of the amount paid by Red Swan for the Item(s) purchased (including payments to "Charity Designations" as set forth in Red Swan's Terms of Service) based on the table below:

Red Swan Commission Structure	Basic Rate	Preferred Rate
Tier 1 (individuals referred exclusively by you)	4%	8%
Tier 2 (individuals referred exclusively by your Tier 1 network)	2%	4%
Tier 3 (individuals referred exclusively by your Tier 2 network)	1%	2%
Tier 4 (individuals referred exclusively by your Tier 3 network)	0.5%	1%

(ii) Your commission will be paid at the "Base Rate" set forth in the table above for Red Swan purchases of Items received by Red Swan more than 90 days after the date of our mailing to you of the Red Swan Safe-Pak utilized for the purchase. Your commission will be paid at the "Preferred Rate" set forth in the table above (i.e., double the Base Rate) for Red Swan purchases of Items received by Red Swan within 90 days after the date of our mailing to you the Red Swan Safe-Pak utilized for the purchase.

(iii) No commission will be paid for a referral that for any reason does not result in a purchase by Red Swan. Red Swan has the sole and absolute discretion to pursue, in any manner, or not pursue any purchase from any referred individual, to accept or reject any Item or other material from any referred individual and to determine all pricing and other terms and conditions of purchase.

(iv) The rules and policies regarding eligibility for commissions and credit for individuals referred by you or your referrals will be determined by Red Swan from time to time. Among other things, (a) the introduction must be the initial and exclusive contact with Red Swan (and, without limitation, such individual may not be part of another Lead's referred network), (b) for tracking and processing purposes, Red Swan Safe-Pak materials must be used to send or deliver (including, without limitation, any permitted hand-delivery) Items to Red Swan, (c) commission eligibility expires 6 months from the date Safe-Paks are mailed to you, if there has not been a sale by such referred individual, or, after the initial sale, the last sale by such referred individual, and (d) no commission will be paid for the purchase of any Item from individuals referred directly or indirectly by any Tier 4 referrals.

(v) Within 20 days after the end of each calendar month, Red Swan will pay you the commissions to which you are entitled for purchases by Red Swan during such month.

(vi) If you receive payment of any commission in error, you will notify Red Swan of such error and, upon request of Red Swan, return such payment to Red Swan. Alternatively, Red Swan may elect to setoff such payment against other commissions to which you may be entitled.

(vii) Upon Red Swan's request, you will deliver such documentation as Red Swan shall reasonably request, including, without limitation, an executed form W-9 (typically required when aggregate commissions exceed $600.00). After such request, Red Swan will not have any obligation to pay commissions until your executed W-9 is received. Red Swan has no obligation to deduct or cause to be deducted or withheld from the commissions payable to you any taxes, withholdings or other amounts. At all times you agree to report and pay your own taxes properly and timely.

(viii) Notwithstanding the table above, Red Swan may modify the commission rates from time to time to reflect changes in costs and competitive pressures in the marketplace. Any such changes will apply to subsequent purchases by Red Swan but will not affect any commissions earned by you before the effective date of such change.

(ix) No commissions will be paid to you after the first anniversary of the termination of your participation as a Red Swan Lead.

(x) All determinations and disputes with regard to commissions will be made and resolved by Red Swan in its reasonable discretion. Red Swan's determinations will be final and binding.

Your participation and status as a Red Swan Lead is subject to any rules or policies (including, without limitation, commission eligibility criteria) Red Swan may institute from time to time (which will be made available on the Red Swan web site). Among other things, prior and as a condition to your participation as a Lead in Red Swan, you must complete a sale of your own Item(s) with Red Swan. You will be eligible for Safe-Paks, Lead Kits, party/event packages, materials, incentives and support from Red Swan in accordance with our policies, at Red Swan's discretion.
You are not, and you may not act or hold yourself out as, an agent, employee, partner or joint venturer of Red Swan, and no such relationship is intended or created by these Terms of Participation or your participation as a Red Swan Lead. You have no authority to obligate or bind Red Swan in any respect or to enter into any written or oral contract, agreement or commitment of any kind on behalf of Red Swan. You are not authorized, whether expressly or implied, to offer or communicate pricing on behalf of Red Swan, and must refer all such matters to Red Swan directly.
You may not make any representation or warranty concerning Red Swan or Red Swan's services, and you may not make any statement regarding such matters other than those made by Red Swan expressly in writing in its standard promotional materials or on its web site. You may utilize only those materials that Red Swan makes available to you (and, without limiting the foregoing, you may not make or carry any Red Swan business cards). You may not use Red Swan's name, logo or marks in any materials or media (including, without limitation, the Internet), and you may not appear in the media discussing or purporting to represent Red Swan, without express prior written approval of Red Swan.
You may not conduct your activities as a Red Swan Lead in an unprofessional or unethical manner or in violation of any applicable law, rule or regulation or in any other manner that in any way reflects or reasonably could be expected to reflect adversely on the reputation, image, goodwill or business of Red Swan.
In addition to any other rights and remedies of Red Swan, you agree to indemnify, defend and hold harmless Red Swan and its affiliates (which for these Terms of Participation includes Lippincott, LLC and its affiliates) from and against any and all losses, liabilities, claims or damages of any kind arising in connection with any negligent, wrongful or improper act or omission by you (relating to your participation in Red Swan or otherwise) or, to the extent not included in the foregoing, any breach by you of any provision in these Terms of Participation.
Red Swan and its affiliates will have no liability to you or any other person arising out of your activities as a Red Swan Lead or for any other reason, including, without limitation, any party, event or other activity, except to the extent such liability is the direct result of Red Swan's gross negligence or willful misconduct.
In no event will Red Swan or any of its affiliates be liable for indirect, incidental, consequential, punitive, special or exemplary damages. In no event will Red Swan's liability to you for any reason whatsoever exceed the commissions paid to you under these Terms of Participation.
At all times, you will maintain indefinitely in strict confidence and safeguard all information of or provided to you by Red Swan which is not generally known or available to the public (whether or not in written or tangible form) and will not, directly or indirectly, disclose, publish, disseminate, reveal or make available to anyone any such information or use or otherwise exploit any such information for the benefit of anyone.
At no time will you, directly or indirectly, make any statement (oral or written, or by non-verbal communication) disparaging or otherwise adversely affecting the reputation or image of Red Swan, or any of its affiliates, or any of their respective services, employees or other personnel, or operations. At no time will you, directly or indirectly, conduct yourself (whether by act or omission) in a manner that reflects negatively on the reputation or image of Red Swan, or any of its affiliates, or any of their respective services, employees or other personnel, or operations.
Your participation as a Red Swan Lead commences on the date of our mailing you a Lead Kit and continues until terminated by you or Red Swan (at any time, with or without cause, by written notice to the other party). Your termination as a Red Swan Lead does not terminate your obligations or the rights of Red Swan and its affiliates under these Terms of Participation.
These Terms of Participation will be binding on you and your heirs, representatives and permitted assigns and will inure to the benefit of Red Swan and its affiliates and their respective representatives, successors and assigns. Your status as a Red Swan Lead is personal to you and may not be assigned without Red Swan's prior written consent.
These Terms of Participation will be governed by the laws of the Commonwealth of Pennsylvania without regard to its conflict of law provisions. If any of these terms and conditions is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision to the fullest extent permitted by law, and all other terms and conditions will remain in full force and effect. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to your participation as a Red Swan Lead must be filed by you within one (1) year after such claim or cause of action arose or be forever barred. Any such claim or cause of action must be filed in a state or federal court located in the Commonwealth of Pennsylvania. Red Swan and its affiliates will be entitled to reimbursement for any and all damages, losses or costs (including but not limited to attorney's fees and costs) incurred by it in defending any civil action filed or attempted to be filed after the one-year limitations period or in any jurisdiction outside of the Commonwealth of Pennsylvania.
You acknowledge that the commissions you receive will depend largely on the successfulness of your own efforts, including but not limited to the investment of your own time, and also will depend on factors outside your control. You understand and are willing to assume these risks. Red Swan has no obligation to provide any training, promotional materials, marketing or other support of any kind.
Red Swan makes absolutely no representation, warranty, promise or commitment to you of any kind regarding your being a Red Swan Lead other than as expressly set forth in these Terms of Participation.

TERMS OF SERVICE

The terms and conditions below are legally binding on you as a user of the Red SwanSM service, the Red Swan web site(s), and/or as a customer of Lippincott, LLC ("Lippincott"), and inure to the benefit of Lippincott and its successors and assigns.

Requirements for use. You must be (and, by requesting, receiving or using a Red Swan Safe-Pak or other Red Swan materials, sending Lippincott any gold, diamonds, jewelry, watches or other property or items, whether using a Safe-Pak, other materials provided by Lippincott or otherwise (individually, an "Item", and collectively, "Items"), or otherwise conducting business with Lippincott, you represent and warrant that you are):

(i) At least twenty-one (21) years of age;

(ii) The actual legal owner of any and all Items sold or attempted to be sold to Lippincott or specifically authorized in writing to sell the Items to Lippincott;

(iii) Unless specifically authorized in writing, acting on your own behalf and not as the agent or representative of another person; and

(iv) Intending and agreeing to be legally bound by these terms and conditions.

Lippincott may request documentation or other proof of compliance with any of these requirements.

You expressly represent, warrant and agree that you have (or if acting on behalf of or as agent or representative of another person, such person has), full, legal and unencumbered title to, and ownership of, every Item that is sent or delivered by you to Lippincott and that you have full authority to solely engage in the transaction with Lippincott.

You agree to and will indemnify and hold harmless Lippincott from and against any and all claims, suits, investigations, judgments, liabilities, obligations and damages relating to or arising out of the title to, ownership of or lien on any item sold or purported or arranged to be sold by you to Lippincott.
Designation of check payee. The Item Submission Form included in each Safe-Pak provided to you by Lippincott includes the name of an individual indicated as the "Referring Lead" (in certain circumstances, such as a Starter Kit, this may be you). In the event that you do not designate yourself as the payee for Lippincott's check for your Items by providing clear and complete contact information on the Item Submission Form, as indicated thereon, (i) Lippincott will, and you authorize Lippincott to, issue the check for your Items to and in the name of the Referring Lead (and to mail the check to the Referring Lead's address on file with Lippincott), and (ii) you agree to accept the check in the amount issued by Lippincott and you waive your right to return the check and to receive your Item(s) back pursuant to item 3(ii) below.
Offer and acceptance
(i) After receipt and appraisal of your Item(s), Lippincott will issue a check that constitutes Lippincott's payment for the purchase of your Item(s). Upon your (or the Referring Lead's, as applicable) cashing, deposit or other acceptance of the check, or your failure to provide timely notice of non-acceptance as provided in item 3(ii) below, you will be legally bound by the sale transaction and you will not have the opportunity or right to receive your Item(s) back from Lippincott.

(ii) If you do not wish to accept Lippincott's check and would like your items back, you must call Lippincott at 1-888-309-SWAN (7926) to provide notice of your non-acceptance to a customer service representative within ten (10) days of the date on the check. Even if you call, you must also return your check to the Post Office Box indicated on the top left portion of the check. If Lippincott receives your phone call within such ten (10) day period, then after receiving your check Lippincott will return your Item(s), without charge to you, within fifteen (15) business days.

(iii) Lippincott does not provide written appraisals. In advance of Lippincott's issuing a check, you may request a telephone or e-mail quote for your Item(s). Upon your acceptance, oral or written, of such quote, you will be legally bound by such transaction, payment by check will be issued promptly by Lippincott, and you will not have the opportunity to return your check and receive your items back from Lippincott. Conversations and negotiations may, at the discretion of Lippincott, be monitored and/or recorded.
Charity designations
(i) If you (A) check the box on the Item Submission Form indicating that you would like Red Swan to direct your sale proceeds to charity and (B) include a valid Authorized Charity Code on the Item Submission Form (items A and B together, a "Charity Designation"), you direct and authorize Lippincott to pay such proceeds to the organization designated by such code, and, subject to Section 4(ii) below, Lippincott will issue a check in the amount of such proceeds to such organization as a donation from you.

(ii) After receipt and appraisal of Item(s) subject to a Charity Designation, Lippincott will issue a non-negotiable check stub to you indicating the amount of Lippincott's payment for the purchase of your Item(s) (i.e., the amount of the check that Lippincott will issue to the designated organization as your donation). If you do not wish to accept Lippincott's payment amount and would like your items back, you must call Lippincott at 1-888-309-SWAN (7926) to provide notice of your non-acceptance to a customer service representative within ten (10) days of the date on the stub. Upon your failure to provide timely notice of non-acceptance as provided above, you will be legally bound by the sale transaction and you will not have the opportunity or right to receive your Item(s) back from Lippincott. If Lippincott receives your phone call within such ten (10) day period, Lippincott will return your Item(s), without charge to you, within fifteen (15) business days after receipt of your call.

(iii) In the event Lippincott receives an Item Submission Form without a full Charity Designation (such as an unchecked box or an incomplete or invalid Authorized Charity Code), Lippincott will issue a check for payment of the sale proceeds to you of the Referring Lead as set forth in Section 2. Other than the non-negotiable check stub, you will not receive other documentation of your transaction from Red Swan or Lippincott. Deductibility of your donated sale proceeds depends on your individual situation and the legal status of your designated organization, and Lippincott provides no advice and makes no representation or guaranty, and shall have no liability, with regard to any tax matters.
Limitations of liability
(i) Lippincott will have no liability for any Item while in transit or otherwise in the possession or custody of any party other than Lippincott, including, without limitation, any common carrier, customs authority or postal or delivery service. You bear the risk of loss until Lippincott acknowledges receipt and verification of your Item(s), even if you send Items in a Safe-Pak or other materials provided by Lippincott.

(ii) If you use the prepaid Postal Service stamp included in the Red Swan Safe-Pak, in the event of loss of or damage to the contents of a Red Swan Safe-Pak that you properly ship to Lippincott in accordance with the instructions and procedures set forth in the Red Swan materials, Lippincott will, subject to these terms and conditions, pay you (and Lippincott's liability will be limited to) an amount equal to the lesser of the one-third (1/3) of the appraised value of the lost contents or Five Hundred Dollars ($500.00). Lippincott reserves the right, in its sole discretion, to reject delivery of any mail or package that appears damaged, opened or tampered with. Any such rejected mail or package will be returned to you, and Lippincott will have no liability in connection with any such attempted delivery or return of any Item(s). Accordingly, if you anticipate the value of your Items to be in excess of $500.00, you should send them to Lippincott via UPS or the Postal Service (using the Red Swan materials) and insure your Item(s) against loss in transit to Lippincott for your full anticipated value.

(iii) In the event of a loss or damage after Lippincott acknowledges receipt and verification of an Item, Lippincott's liability will be limited to one-third (1/3) of the appraised value of the lost or damaged Item or Ten Thousand Dollars ($10,000.00), whichever is less.

(iv) If you do not provide Lippincott with a written third party appraisal (issued prior to delivery to Lippincott) for the Item, the value of your Item for purposes of Lippincott's liability will be $175, for loss or damage prior to Lippincott's acknowledgment of receipt and verification, or the liquidation value determined by Lippincott in its sole discretion, for loss or damage after acknowledgment of receipt and verification. You expressly acknowledge and agree that if you do not provide such an appraisal, Lippincott's determination of value shall be conclusive and binding.

(v) In order to make a claim for loss or damage of an Item, you must submit a claim to Lippincott after thirty (30) days and within ninety (90) days of your mailing the Item to Lippincott. Such claim must be made on the claim form provided by Lippincott (available on request). Lippincott will not accept or process your claim form unless it is fully and accurately completed, signed and delivered to Lippincott in accordance with the instructions on the claim form. In addition, you must submit all supporting documentation with the completed and signed claim form.

(vi) Lippincott reserves the right, in its sole discretion, to reject delivery of any Safe-Pak, mail, envelope, package or other material that appears damaged, opened or tampered with. Any such rejected material will be returned to you, and Lippincott will have no liability for any such attempted delivery or return of any Item(s).

(vii) Except as expressly provided in items 5(ii) and 5(iii), Lippincott will have and assumes no liability whatsoever, whether arising in connection with the use of the Red Swan service, Red Swan web site(s) or a Safe-Pak or other materials provided by Lippincott, the loss of any Item(s), or for any other reason, including, without limitation, Lippincott's own acts or omissions. Lippincott will not be liable for any special, incidental, punitive, consequential or other similar damages (including, without limitation, loss of profit or opportunity).
Return insurance liability limitation. Lippincott will insure any Item returned to you at the amount of two (2) times the offer made by Lippincott for such Item (regardless of whether and in what amount it was insured for when mailed by you). If Lippincott receives a written request from you prior to return shipment of your Item(s), Lippincott will increase the amount of insurance as requested by you, provided that you also forward the sum of $20.00 to cover insurance and administrative costs. Lippincott will, in its sole discretion, choose the return carrier, insurance and receipt verification method for each transaction. Except for such insurance obligation, Lippincott will have no liability whatsoever in connection with the return of any Item to you.
Privacy policy. Lippincott's privacy policy is posted at www.redswan.com/privacy. Such privacy policy, as amended from time to time, will be binding on you. Lippincott reserves the right, in its sole discretion, to monitor and/or record any telephone calls made or received by Lippincott. Lippincott may disclose the amount of your Red Swan sales to your Referring Lead and the other Red Swan Leads who receive commission based on your sales.
Legal compliance. Lippincott has instituted a compliance program under the USA PATRIOT Act. You may be asked for information to help us comply with such program.
Binding effect. These terms and conditions, including, without limitation, the limitations of liability herein, will be binding on you and all third parties, including, but not limited to, your successors, assigns, insurance carriers and any other individual or entity asserting any right or claim relating to your transaction with Lippincott. In no event will Lippincott be liable to any third party, including, without limitation, any insurance carrier. Lippincott will not be liable for, and you waive, any subrogation claim brought by your insurance carrier or on your behalf.
Choice of law, waiver and claims. These terms and conditions, and all Lippincott transactions doing business as Red Swan, will be governed by the laws of the Commonwealth of Pennsylvania without regard to its conflict of law provisions. Lippincott's failure to exercise or enforce any right or provision of these terms and conditions will not be deemed to be a waiver of such right or provision. If any of these terms and conditions is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision, and the other terms and conditions will remain in full force and effect. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Red Swan service or web site(s) or otherwise with Lippincott must be filed within one (1) year after such claim or cause of action arose or be forever barred. Any such claim or cause of action must be filed in Montgomery County, Pennsylvania. Lippincott will be entitled to reimbursement for any and all costs incurred by it in defending any civil action filed or attempted to be filed in any jurisdiction outside of Montgomery County, Pennsylvania, including but not limited to, attorney's fees incurred by Lippincott.

TERMS OF USE

This website (the "Website") is provided to you under these terms and condition of use (including, without limitation, any amendments, supplements or restatements that may be posted by Lippincott, LLC ("Lippincott") from time to time, "Terms of Use").

Binding Agreement

By using the Website, you accept the Terms of Use and agree to be legally bound by them. You should not use the Website if you have any objections to any of the Terms of Use.

Modifications to Terms of Use

Lippincott may make changes to the Terms of Use from time to time in its sole discretion and will post any such changes on the Website. Each time changes are made, notice of these changes will be posted on the home page. Your continued use of the Website following the posting of changes constitutes your acceptance of any such changes.

Modification or Suspension of Website

You agree that Lippincott may, in its sole discretion, and at any time, modify, discontinue, or suspend its operation of this Website, or any part hereof, temporarily or permanently, without notice to you, and you agree that Lippincott will not be liable for any consequences of doing so.

Contact Information

If you have any questions or concerns with respect to these Terms of Use or the Website you may contact a representative of Lippincott as follows:
Email: webmaster@redswan.com
Phone: 1-888-309-SWAN(7926)
Fax: 610-617-0790

Electronic Communications

When you communicate with us via email or through the Website, you are communicating with us electronically. You agree that we may communicate electronically and that such communications are equivalent to communications in writing and shall have the same force and effect as if they were in writing and signed by the party sending the communication.

Compliance with Laws

You agree to comply with all applicable laws, statutes, rules and regulations regarding your use of the Website, including, without limitation, intellectual property laws and privacy laws.

Protection of Intellectual Property Rights

You acknowledge that content available through the Website, including, without limitation, content in the form of text, graphics, software, music, sound, photographs, and videos (collectively, "Intellectual Property"), is protected by copyright law, trademark law, patent law, and/or other proprietary rights and laws.

Except as otherwise noted, all content posted on this Website is:
Copyright ©2008 Lippincott, LLC
All Rights Reserved

You agree not to copy, modify, rent, lease, loan, sell, assign, distribute, license, reverse engineer, or create derivative works based on the Website or any content (including, without limitation, any software) available through the Website.

You may not download, transmit, reproduce, copy, reprint, modify, rewrite, create derivative works from, distribute, publicly display, publicly perform, license, lease, transfer or sell content retrieved from the Website in any way, for any public or commercial use or provide it to any commercial source, including, without limitation, other websites, regardless of whether or not you receive compensation, without the express, prior written permission of Lippincott.

You may not frame any trademark, logo, or other proprietary information on this Website, without the express, prior written consent of Lippincott, and you may not remove or obscure the copyright notice or other notices displayed on the content.
Nothing contained in the Terms of Use or on the Website shall be construed as conferring any license or right, expressly, by implication, by estoppel, or otherwise. Any rights not expressly granted in the Terms of Use are reserved.

None of the material contained on this Website (including all software, HTML code and other code) may be reverse-engineered, disassembled, decompiled, transcribed, stored in a retrieval system, translated into any language or computer language, retransmitted in any form or by any means (electronic, mechanical, photo-reproduction, recordation or otherwise), resold or redistributed, without the prior written permission of Lippincott.

Lippincott has adopted a policy of terminating services to users who willfully and/or repeatedly infringe.

Notice and Procedure for Making Claims of Copyright Infringement

Pursuant to the Digital Millennium Copyright Act, 17 U.S.C. - 512, Lippincott has designated an agent to receive notices of claimed copyright infringement. If you believe in good faith that your work has been copied in a way that constitutes copyright infringement, please provide Lippincott's Copyright Agent the following information:

An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest;
A description of the copyrighted work that you claim has been infringed;
A description of where the material that you claim is infringing is located on the Website;
Your address, telephone number, and email address;
A statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and
A statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner's behalf.

Lippincott's Copyright Agent for Notice of claims of copyright infringement on its Website is General Counsel, who can be reached as follows:

Email: webmaster@redswan.com
Phone: 1-888-309-SWAN(7926)
Mail: Lippincott LLC
P.O. Box 578
Wynnewood, PA 19096
Fax: 610-617-0790

You may want to seek the advice of independent legal counsel before filing a notification.

Trademark Notices

"RED SWAN", the RED SWAN logo and "ENTERTAIN THE POSSIBILITIES" are trademarks of Lippincott. All other trademarks and service marks are the property of their respective owners. You may not use or display any trademark owned by Lippincott without our prior written consent.

Trademarks/Service Marks

The trademarks, logos and service marks, including those listed above, displayed on the Website (collectively the "Marks") identify Lippincott's products and services, and inform the public that Lippincott is the source of those products and services. Nothing contained on the Website should be construed as granting any right or license to use any Mark displayed on the Website. Your misuse of any Mark is strictly prohibited, including without limitation, your use of the Marks in any of the following ways:

To identify materials or services that are not Red Swan materials or services;
In, as, or part of your own trademarks or services marks;
In an manner likely to cause confusion;
In a manner that implies inaccurately that Lippincott sponsors, endorses or is otherwise connected with your products, services or other activities;
or
In a manner that disparages Lippincott or dilutes the Marks.

You are also advised that Lippincott will enforce its intellectual property rights to the fullest extent of the law. You agree not to display or otherwise inappropriately use any Marks without prior written permission from Lippincott.

Limitations of Liability

YOU EXPRESSLY UNDERSTAND AND AGREE THAT UNDER NO CIRCUMSTANCES WILL LIPPINCOTT BE LIABLE FOR INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, INCLUDING, WITHOUT LIMITATION, ANY LOSS OF USE, LOSS OF PROFITS, LOSS OF DATA, LOSS OF GOODWILL, COST OF PROCUREMENT OF SUBSTITUTE SERVICES, OR ANY OTHER INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, HOWSOEVER CAUSED, AND ON ANY THEORY OF LIABILITY, WHETHER FOR BREACH OF CONTRACT, TORT (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE AND STRICT LIABILITY), OR OTHERWISE RESULTING FROM THE USE OF, OR THE INABILITY TO USE, THE WEBSITE OR ANY OTHER MATTER RELATING TO THE WEBSITE. THESE LIMITATIONS WILL APPLY WHETHER OR NOT LIPPINCOTT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

Disclaimer of Warranties With Respect to Use of Website

THE WEBSITE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. EXCEPT AS SPECIFICALLY PROVIDED HEREIN, TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, LIPPINCOTT EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT.

LIPPINCOTT DOES NOT MAKE ANY WARRANTY THAT THE WEBSITE WILL MEET YOUR REQUIREMENTS, OR THAT ACCESS TO THE WEBSITE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, OR THAT DEFECTS, IF ANY, WILL BE CORRECTED. LIPPINCOTT MAKES NO WARRANTIES AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE WEBSITE OR AS TO THE ACCURACY, QUALITY, OR RELIABILITY OF ANY INFORMATION OBTAINED THROUGH THE WEBSITE.

YOU UNDERSTAND AND AGREE THAT ANY MATERIAL AND/OR DATA DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE WEBSITE IS USED AT YOUR OWN RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF SUCH MATERIAL AND/OR DATA.

Indemnification

You agree to indemnify and hold harmless Lippincott, its affiliates, and their respective members, shareholders, directors, officers, employees, and agents from and against any and all liability, losses, claims, demands, disputes, damages, and costs of any kind, including, without limitation, reasonable attorneys' fees and costs of litigation resulting from or in any way connected with your use of the Website, content you submit, post, or transmit through the Website, your breach of the Terms of Use, or your connection to the Website.

Severability of Terms

If any provision of the Terms of Use is found by a court or other binding authority to be invalid, you agree that every attempt shall be made to give effect to the parties' intentions as reflected in that provision, and the remaining provisions contained in the Terms of Use shall continue in full force and effect.

Applicable Law

The Agreement and the resolution of any dispute related to the Agreement or the Website shall be governed by and construed in accordance with the laws of the United States, including, without limitation, federal copyright and trademark laws, and with the laws of the Commonwealth of Pennsylvania applicable to contracts entered into and to be wholly performed therein, without giving effect to any principles of conflicts of law or choice of law.

Any legal action or proceeding between Lippincott and you related to the Terms of Use or Website shall be brought exclusively in a federal or state court of competent jurisdiction sitting in Philadelphia, Pennsylvania and you agree to submit to the personal and exclusive jurisdiction of such courts and waive any right or claim that this is an inconvenient forum.

These Terms of Use were last updated on August 19, 2008.