This Xisti.com Terms of Use Agreement ("Agreement") is between you and Xisti Incorporated ("Xisti.com") with a principal place of business at 4152 No. Lexington Avenue, Suite 5116, Shoreview, MN 55126. Access to and use of the Xisti.com Internet Web site, including all of its individual URL pages and services, (the "Xisti.com Web Site") signifies your agreement to these terms, conditions and notices, without modification, and your use is expressly conditioned on your acceptance, without modification, of these terms, conditions, and notices as set forth below in this Agreement. Please review the following terms carefully. If you do not agree to these terms, you should not view information or obtain goods or products from the Xisti.com Web Site. You can direct any questions concerning these Terms of Use to our Legal Department (see below). In consideration of your access and use of the Xisti.com Web Site, you covenant and agree as follows:

1. YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND THAT YOU ACCEPT THE TERMS THEREOF. If you do not agree to the terms and conditions of this Agreement, you may not access or otherwise use the Xisti.com Web Site.
2. In accordance with the Xisti.com Privacy Policy, we may monitor your use of the Xisti.com Web Site and may use and disclose information and materials received from you or collected through your use of the Xisti.com Web Site. Our Privacy Policy, as it may change from time to time, is a part of this Agreement.
3. Xisti.com reserves the right, at its sole discretion, to change, modify, add, or remove any portion of this Agreement, in whole or in part, at any time. Notification of changes in the Agreement will be posted on the Xisti.com Web Site, and you should review this Agreement prior to using the Xisti.com Web Site.
4. The content, organization, graphics, design, compilation, magnetic translation, digital conversion, and other matters related to the Xisti.com Web Site are protected under applicable copyrights, trademarks, and other proprietary (including but not limited to intellectual property) rights as a collective work and/or compilation, pursuant to US copyright laws, international conventions, and other copyright laws. The name Xisti.com and the Xisti.com logos are, inter alia, trademarks and/or property of Xisti Incorporated, which may be registered in certain jurisdictions. The contents, and every part thereof, of the Xisti.com Web Site are only for your personal, noncommercial use. You do not acquire ownership rights to any content, document, or other materials viewed through the Xisti.com Web Site. The posting of information or materials on the Xisti.com Web Site does not constitute a waiver of any right in such information and materials. You will abide by any and all additional copyright notices, information, or restrictions contained in any content on the Xisti.com Web Site. Unless otherwise prohibited from doing so, you may download and make one (1) copy of the content and other downloadable items displayed on the Xisti.com Web Site for your personal, noncommercial use only, provided that you maintain all copyright and other notices contained in such content. Any copying, republication, or redistribution of Xisti.com content, including by caching, framing, or similar means, is expressly prohibited without the prior written consent of Xisti.com and/or the respective intellectual property rights holder identified in the subject content.
5. Xisti.com respects the intellectual property of others and expects users of the Xisti.com Site to do the same. At our discretion and in appropriate circumstances, Xisti.com may terminate the accounts of users and/or prevent access to the Xisti.com Site by users who infringe upon the intellectual property rights of others. Pursuant to 17 United States Code 512(c)(2) (Digital Millennium Copyright Act of 1998), Xisti.com's designated agent for notice of alleged copyright infringement appearing on the Xisti.com Site is: P. A. Erickson, Xisti Incorporated, 4150 No. Lexington Avenue, Suite 4104, Shoreview, MN 55126, xystus@xisti.com To file a notice of infringement with us, you need to fulfill the requirements specified in Title II of the Digital Millennium Copyright Act of 1998. The text of this statute can be found at the US Copyright Office web site.
6. You represent, warrant, and covenant that: (a) you are at least eighteen (18) years old or you are at least fourteen (14) years old and are using the Xisti.com Web Site under the active supervision of a responsible adult over the age of eighteen (18), and (b) you shall not upload, e-mail, post or transmit to, or distribute or otherwise publish through the Xisti.com Web Site any materials which (i) restrict or inhibit any other user from using and enjoying the Xisti.com Web Site, (ii) are unlawful, threatening, abusive, libelous, defamatory, obscene, vulgar, offensive, pornographic, profane, sexually explicit, or indecent, (iii) constitute or encourage conduct that would constitute a criminal offense, potentially give rise to civil liability (including claims of defamation and/or libel), or otherwise violate the law, (iv) violate, plagiarize, or infringe the rights of third parties including, without limitation, copyright, trademark, patent, rights of privacy or publicity, or any other proprietary right, (v) contain a virus, worm, Trojan horse, or other harmful component, (vi) contain any information, software, or other material of a commercial nature, (vii) contain advertising of any kind, or (viii) constitute or contain false or misleading indication of origin or statement of fact. You acknowledge that you will not impersonate someone else, including one of our trained chat hosts, nor use deceptive nicknames that would lead people to believe you are a person that you are not. Stalking of others, in our chat rooms or in another manner, is a serious offense. Such behavior may be considered a criminal act. We reserve the right to release information to the proper authorities, as a result of a violation of our standards, or unlawful acts, if the information is subpoenaed, and/or if we deem it necessary and/or appropriate.
7. Xisti.com may change, suspend, or discontinue any aspect of the Xisti.com Web Site at any time, including the availability of any Xisti.com Web Site feature, database, or content. Xisti.com may also immediately, without prior notice, issue a warning, temporarily suspend, indefinitely suspend, or terminate your use and refuse to provide access to or use of the Xisti.com Web Site to you at Xisti.com's sole discretion, for any reason, whether with or without cause or warning, and without liability.
8. The Xisti.com Web Site contains information and press releases about us. While this information was believed to be accurate as of the date prepared, we disclaim any liability arising from its accuracy and any duty or obligation to update this information or any other content. The Xisti.com Web Site may include statements concerning our operations, prospects, strategies, financial condition, future economic performance, and demand for our products or services, as well as our intentions, plans, and objectives that are forward-looking statements. These statements are based upon a number of assumptions and estimates, which are subject to significant uncertainties, many of which are beyond our control. When used on our Site, words like "anticipates," "expects," believes," "estimates," "seeks," "plans," "intends," and similar expressions are intended to identify forward-looking statements designed to fall within securities law safe harbors for forward-looking statements. The Xisti.com Web Site and the information contained herein do not constitute an offer or a solicitation of an offer for the sale of any securities. None of the information contained herein is intended to be, and shall not be deemed to be, incorporated into any of our securities-related filings or documents.
9. Xisti.com makes no warranty, express or implied, with respect to the content, information, or services provided through, or in conjunction with, the Xisti.com Web Site. Xisti.com makes no guarantee of the accuracy, correctness or completeness of any information on the Xisti.com Web Site, and shall not be responsible for: (i) any errors of omission arising from the use of such information; (ii) any failures, delays or interruptions in the delivery of any content or service contained within the Xisti.com Web Site; and (iii) any defamatory, libelous or unlawful material contained within the Xisti.com Web Site, including user Web pages, resumes, e-mails, profiles, opinions, advice, statements, memorandums or discussion board postings, or materials related to users' use of the Xisti.com Web Site's chat features. You acknowledge that any reliance upon any such opinion, advice, statement, memorandum, or information shall be at your sole risk. You acknowledge that neither Xisti.com nor its members, while such members are participating in Xisti.com, are engaged in rendering legal, medical, counseling, or other professional services or advice. Xisti.com encourages you to seek appropriate professional advice for any situation or problem which you may have. Xisti.com reserves the right, in its sole discretion, to correct any errors or omissions in any portion of the Xisti.com Web Site.
10. YOU AGREE THAT YOUR USE OF THE XISTI.COM WEB SITE IS AT YOUR OWN RISK. THE XISTI.COM WEB SITE, INCLUDING ALL CONTENT, SOFTWARE, FUNCTIONS, SERVICES, MATERIALS, AND/OR INFORMATION MADE AVAILABLE ON OR ACCESSED THROUGH THE XISTI.COM WEB SITE, ARE PROVIDED "AS IS," WITHOUT WARRANTY OF ANY KIND. IN NO EVENT SHALL XISTI.COM BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OF THE XISTI.COM WEB SITE OR WITH THE DELAY OR INABILITY TO USE SAME, OR WITH HYPERTEXT OR GRAPHIC LINKS TO THIRD PARTIES, OR FOR ANY BREACH OF SECURITY ASSOCIATED WITH THE TRANSMISSION OF SENSITIVE INFORMATION THROUGH THE XISTI.COM WEB SITE OR ANY LINKED SITE, OR FOR ANY INFORMATION, PRODUCTS, AND SERVICES OBTAINED THROUGH THE XISTI.COM WEB SITE, OR OTHERWISE ARISING OUT OF THE USE OF SAME, WHETHER BASED ON CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, EVEN IF XISTI.COM HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. FURTHER, XISTI.COM DISCLAIMS ANY EXPRESS OR IMPLIED WARRANTIES, INCLUDING, WITHOUT LIMITATION, NON-INFRINGEMENT, MERCHANTABILITY, AND/OR FITNESS FOR A PARTICULAR PURPOSE. XISTI.COM DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE XISTI.COM WEB SITE OR ANY MATERIALS OR CONTENT CONTAINED OR AVAILABLE THEREIN WILL BE UNINTERRUPTED OR ERROR FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE XISTI.COM WEB SITE OR THE SERVER THAT MAKES IT AVAILABLE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
11. The Xisti.com Web Site contains links and pointers to other World Wide Web Internet sites, affiliates, resources, advertisers, and other entities. Such links and pointers by Xisti.com to sites maintained by third parties do not constitute an endorsement, guaranty, or warranty by Xisti.com, or any of its affiliates, of any third party or their content, nor the existence of a partnership, joint venture, agency, or other relationship between Xisti.com, or any of its affiliates, and any linked third party or their content.
12. By permitting advertising on the Xisti.com Web Site, Xisti.com makes no warranties or representations of any kind as to the accuracy of the content or suitability of the subject matter of any such advertisement. Xisti.com specifically disclaims liability for direct, consequential, or incidental damages arising from such advertisements. By responding to an advertisement on the Xisti.com Web Site, you waive any claims against Xisti.com for damages arising from such advertisement or your reliance upon statements in such advertisement. You will not consider Xisti.com nor will Xisti.com be construed as a party to such transactions, whether or not Xisti.com may have received some form of revenue or other remuneration in connection with the transaction. Merchants are responsible for all aspects of order processing, fulfillment, billing, and customer service. You agree that use of such merchants is AT YOUR SOLE RISK AND IS WITHOUT WARRANTIES OF ANY KIND BY US, EXPRESSED, IMPLIED, OR OTHERWISE INCLUDING WARRANTIES OF TITLE, FITNESS FOR PURPOSE, MERCHANTABILITY, AND/OR NONINFRINGEMENT. UNDER NO CIRCUMSTANCES IS XISTI.COM LIABLE FOR ANY DAMAGES ARISING FROM THE TRANSACTIONS BETWEEN YOU AND MERCHANTS FOUND ON XISTI.COM OR FOR ANY INFORMATION APPEARING ON MERCHANT SITES OR ANY OTHER SITE LINKED FROM OR TO OUR SITE.
13. The Xisti.com Web Site makes chat rooms, forums, message boards, e-mail, user-generated homepages, and/or news groups available to its users provided that they abide by the online behavior detailed in this Agreement. Please remember that any information that is disclosed in these areas becomes public information, and you should exercise caution when deciding to disclose your personal information. Your right to speak freely here must be exercised with courtesy and self-restraint. In consideration of being allowed to use the Xisti.com Web Site, when you enter or use a chat room, use a message board, transmit an e-mail, create a home page, or otherwise utilize the Xisti.com Web Site, you explicitly and unequivocally agree you will not: use any Xisti.com Web Site service for any purpose in violation of local, state, or national laws of any country; post or otherwise transmit any material that is copyrighted, unless you are the copyright owner or have the permission of the copyright owner; post or otherwise transmit any material that reveals trade secrets, unless you own them or have the permission of the owner; post or otherwise transmit any material that infringes on any other intellectual property rights of others or on the privacy or publicity rights of others; post or otherwise transmit any material that is obscene, defamatory, threatening, harassing, abusive, hateful, or embarrassing to another user or any other person or entity; post or otherwise transmit sexually-explicit images; post or otherwise transmit advertisements or solicitations of business; disrupt the normal flow of dialogue and/or exchange on the Xisti.com Web Site, or post or otherwise transmit material that is not related to the subject at issue; or post or otherwise transmit chain letters or pyramid schemes. You are responsible for your own Communications, as defined below, and are responsible for the consequences of posting or otherwise transmitting those Communications. Xisti.com does not represent or guarantee the truthfulness, accuracy, or reliability of any material posted or otherwise transmitted by Xisti.com Web Site users or endorse any opinions expressed by such users. Xisti.com does not screen Communications in advance and is not responsible for screening or monitoring material posted or otherwise transmitted by Xisti.com Web Site users. If Xisti.com receives notification of a user regarding Communications which allegedly do not conform to this Agreement, Xisti.com may investigate the allegations and determine in good faith and at its sole discretion whether to remove or request the removal of the Communication. Xisti.com has no liability or responsibility to users for performance or nonperformance of such activities. Xisti.com reserves the right to expel users and prevent their further access to the Xisti.com Web Site for violating this Agreement or violating the law. Xisti.com reserves the right to remove Communications which are abusive, illegal, disrespectful, or disruptive.
14. You acknowledge that Communications to, from and through the Xisti.com Web Site are not confidential, and your Communications may be read or intercepted by others. You acknowledge that by submitting Communications using Xisti.com, no confidential, fiduciary, contractually implied, or other relationship is created between you and Xisti.com other than pursuant to this Agreement.
15. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF MINNESOTA, WITHOUT REGARD TO CONFLICTS OF LAWS PROVISIONS. SOLE AND EXCLUSIVE JURISDICTION FOR ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL BE AN APPROPRIATE STATE OR FEDERAL COURT LOCATED IN ST. PAUL, MN.
16. Any cause of action you may have with respect to your use of the Xisti.com Web Site must be commenced within one (1) year after the claim or cause of action arises. If for any reason a court of competent jurisdiction finds any provision of this Agreement, or portion thereof, to be unenforceable, that provision shall be enforced to the maximum extent permissible so as to affect the intent of the Agreement, and the remainder of this Agreement shall continue in full force and effect.
17. You shall defend or settle at your sole expense any claim or suit, including without limitation any proceeding, investigation or claim by a self-regulatory organization, state or federal securities agency or commission, (collectively, an "Action") against Xisti.com and/or each of its affiliates, directors, officers, agents, employees or sublicensees, (collectively, the "Indemnitee") to the fullest extent permitted by law arising out of or in connection with: (a) an assertion that the information, content or other materials or services provided or made available by you or the use thereof by Xisti.com infringe any copyright or trademark rights of any individual or entity, or are a misappropriation of any individual or entity's trade secret, or contain any libelous, defamatory, disparaging, pornographic, or obscene materials; (b) any breach by you of your obligations under this Agreement; and (c) any content provided by you in a chat room, message board, e-mail, or home page (created or used by you) on the Xisti.com Web Site, or statements made by you in the Xisti.com Web Site or through other media. You shall indemnify and hold harmless the Indemnitee from and against any and all damages, costs, liabilities and attorneys' fees, incurred in defending and/or resolving such Action.
18. Notices under this Agreement shall be sufficient only if in writing and transmitted via personal delivery, delivered by a major commercial rapid delivery courier service, or mailed, postage or charges prepaid, by certified or registered mail, return receipt requested, to Xisti Incorporated, 4150 No. Lexington Ave., Suite 4104, Shoreview, MN 55126.