NATIONAL BROKERAGE ATLANTIC, INC. GENERAL TERMS OF USE AND LEGAL POLICY

PLEASE READ THESE GENERAL TERMS OF USE AND LEGAL POLICY CAREFULLY BEFORE USING THE SITE. BY VISITING OR USING THE SITE, YOU AGREE TO BE BOUND BY THESE GENERAL TERMS OF USE AND LEGAL POLICY AND YOU ACKNOWLEDGE THAT SUCH AGREEMENT CONSTITUTES A BINDING CONTRACT BETWEEN YOU AND NATIONAL BROKERAGE ATLANTIC, INC. (THE “COMPANY”). IF YOU DO NOT AGREE TO THESE GENERAL TERMS OF USE AND LEGAL POLICY, PLEASE DO NOT USE THIS SITE.

GENERAL

Welcome to nbatlantic.com (“Site”). Please review the following basic terms that govern your use of our Site. In addition to this General Terms of Use and Legal Policy, individuals and/or entities will be bound by the terms and conditions of any other contract or agreement with the Company.

Although you may “bookmark” a particular portion of this Site and thereby bypass this General Terms of Use and Legal Policy, your use of the Site still binds you to the terms, conditions and notices set forth in this General Terms of Use and Legal Policy. The Company reserves the right to revise this General Terms of Use and Legal Policy at any time; therefore, you should visit this page periodically to review the terms of your use. Your continued use of the Site following any such revision means you agree to abide by those changes.

Some communications between the Company and you will be sent and received electronically. You agree that all agreements, notices, disclosures and other communication exchanged between you and the Company electronically shall satisfy any legal requirements that such communications be in writing.

Occasionally there may be information on the Site that contains typographical errors, inaccuracies or omissions that may relate to service descriptions, pricing, availability, and various other information. The Company reserves the right to correct any errors, inaccuracies or omissions and to change or update the information at any time, without prior notice. We apologize for any inconvenience this may cause you. If you are not completely satisfied with your experience on the Site, we ask that you contact us via e-mail at nbatlantic.com.

Unless otherwise noted, all materials, including images, illustrations, graphics, logos, button icons, designs, icons, photographs, videoclips and all other visual, written, or oral information contained on the Site (collectively the “Contents”) are copyrights, trademarks, tradedress and/or other intellectual properties owned, controlled or licensed by the Company. Except as provided herein, you may not use the Contents in any way without the express written permission of the Company. The Company neither warrants nor represents that your use of the Contents will not infringe on rights of any third party not owned or affiliated with the Company. Except as specifically agreed to in writing by the Company, the Site and the Contents are intended solely for personal use. You may download or copy the Contents and other downloadable materials displayed on the site for your personal use only. No right, title or interest in any downloaded materials or software is transferred to you as a result of any such downloading or copying. You may not otherwise reproduce, publish, transmit, distribute, display, modify, create derivative work from, or sell or participate in any sale of or exploit in any way, in whole or in part, any of the Contents, the Site or related software.

You may not resell or make any commercial use of the Site or the content on the Site. You may not download or copy to any account information for the benefit of any other merchant. You may not use any robots, spiders, or similar data mining, data gathering or extraction tools or manual processes to collect, gather or copy the content in an unauthorized manner. You may not engage in practices of “screen scraping”, “database scraping”, or any other practice or activity the purpose of which is to obtain lists of users, portions of a database, or other lists or information from this Site, in any manner and any quantities not authorized by the Company. You may not frame or utilize framing techniques to enclose any trademark, logo or other proprietary information (including images, text, page layout or form) of the Company or its affiliates without prior written consent express written consent. You may not use meta tags or any other “hidden text” utilizing the Company name or trademarks without the express written consent of the Company.

You may not use this Site in any manner that could damage, disable, overburden, or impair the Site or interfere with any other person’s use and enjoyment of the Site. The foregoing provisions are for the benefit of the Company, its affiliates, its subsidiaries and its third party content providers, licensors and strategic partners, if any, and each shall have the right to enforce certain provisions directly or on its own behalf. Illegal and/or unauthorized uses of this Site, including, but not limited to, unauthorized framing of or linking to the Site, or unauthorized use of any robot, spider, or other automated device on the Site, or any manual process to monitor or copy any portion of the content contained on the Site, will be investigated and appropriate legal action will be taken, including, without limitation, civil and criminal proceedings, proceedings for restraining orders and injunctions.

ELIGIBILITY

Use of the Site is limited to parties that lawfully can enter into and form contracts under applicable law. For example, minors are not allowed to use the Site. The Company may refuse access to or use of its services (such as, but not limited to, listings, chat, discussion boards, email, and bidding) to anyone at any time, in its sole discretion.

DISCLAIMER OF WARRANTIES

YOU ARE USING THIS SITE AT YOUR OWN RISK. THE COMPANY AND ITS SUBSIDIARIES, AFFILIATES OR STRATEGIC PARTNERS PROVIDE THE MATERIALS ON THIS SITE “AS IS” WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION WARRANTIES OF TITLE, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT OF INTELLECTUAL PROPERTIES. THE COMPANY EXPRESSLY DISCLAIMS ANY DUTY TO UPDATE OR REVISE THE MATERIALS ON THE SITE, ALTHOUGH THE COMPANY MAY MODIFY THE MATERIALS AT ANY TIME WITHOUT NOTICE.

IN NO EVENT WILL THE COMPANY, OR ANY PERSON OR ENTITY INVOLVED IN CREATING, PRODUCING OR DISTRIBUTING THE SITE OR THE CONTENT INCLUDED THEREON, BE LIABLE IN CONTRACT, IN TORT (INCLUDING FOR ITS OWN NEGLIGENCE) OR UNDER ANY OTHER LEGAL THEORY (INCLUDING STRICT LIABILITY) FOR ANY DAMAGES, INCLUDING WITHOUT LIMITATION) DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, CONSEQUENTIAL, OR SIMILAR DAMAGES, INCLUDING, WITHOUT LIMITATION, LOST PROFITS OR REVENUES, LOSS OF USE, OR SIMILAR ECONOMIC LOST, ARISING OUT OF THE USE OF OR THE INABILITY TO USE THE SITE. YOU HEREBY ACKNOWLEDGE THAT THE PROVISIONS OF THIS SECTION SHALL APPLY TO ALL USE OF AND CONTENT ON THE SITE. APPLICABLE LAW MAY NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. IN NO EVENT SHALL THE COMPANY’S TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION WHETHER IN CONTRACT, TORT (INCLUDING ITS OWN NEGLIGENCE) OR UNDER ANY OTHER LEGAL THEORY (INCLUDING STRICT LIABILITY) EXCEED THE AMOUNT PAID BY YOU, IF ANY, FOR ACCESSING THIS SITE, FOR SERVICES PROVIDED ON THE SITE OR OTHER INFORMATION FROM THIS WEBSITE.

COMPANY’S RIGHTS

The Company may modify or discontinue your account or the services provided by the Company, with or without notice, and without liability, of any kind or nature, to you or any third party.

PROHIBITED ACTIVITIES

The Site may only be used for lawful purposes. Transmission, distribution, or storage of any information, data or material in violation of any applicable law, regulation, ordinance or other rule imposed by any governmental authority, is prohibited. This includes, but is not limited to, material protected by copyright, trademark, trade secret, or other proprietary right.

You agree that you will not transmit or disseminate: (i) advertising, chain letters, spam, junk mail or any other type of unsolicited emailing (whether commercial or informational) to persons or entities that have not agreed to be part of such mailings; (ii) harassing, libelous, abusive, threatening, obscene or otherwise objectionable materials or materials which infringe or violate any third party’s copyright, trademark, trade secret, privacy or other proprietary or property right, or that could constitute a criminal offense, give rise to civil liability or otherwise violate any applicable law or regulation; or (iii) viruses or other harmful, disruptive or destructive files. You may not alter headers of email messages to conceal the email address or prevent others from responding to the messages.

You agree that you will not use or attempt to use another person or entity’s account, service or system without authorization from the owner, nor will you interfere with the security of the Site, system resources or accounts or any network. You may not abuse systems, or make use of the Site in a way that disrupts the normal use of the Company’s system or services for others. This includes but is not limited to, running excessive numbers of processes, attempting to disrupt the connections or other customers, consuming excessive amounts of CPU time, memory or disk space, or running multiple simultaneous logins.

Unsolicited advertisements or solicitations sent from other networks which reference email accounts hosted by the Company will be treated as if they originated from the referenced account, unless the Company knows, or has sufficient evidence to believe, that the message originated with some unrelated party.

You may not use the Site for any illegal or unlawful purpose. Further, transmission, storage or presentation of any information, data or materials in violation of any United States federal, state or city law or regulation is prohibited. This includes, but is not limited to, copyrighted materials, material that is threatening or obscene, material that is “adult only” content, or material protected by trade secrets and other federal or state laws. Any violation of the terms and conditions set forth in this General Terms of Use and Legal Policy entitles the Company to immediately terminate your account without notice of any kind or nature.

VIOLATIONS

If the Company and/or its suppliers become aware of possible violations, they may, in their sole discretion, initiate an investigation, suspend or terminate the account, remove materials from its server, cancel account posts, issue a warning, or take other responsive action. You agree to respond in a timely manner to any complaints. The Company and its suppliers reserve the right to assess a charge of $500.00 per complaint plus legal fees, received by the Company or its suppliers and to recover damages for such complaints for any harm done to the system or service or for employee hours devoted to responding to complaints. Nothing contained in these General Terms of Use and Legal Policy shall be construed to limit the actions the Company or its suppliers may take or remedies available to it in any way with respect to any prohibited activity or conduct. Certain violations of these General Terms of Use and Legal Policy may subject user to criminal and/or civil liability. Non-enforcement of any term of these General Terms of Use and Legal Policy does not constitute consent or waiver, and the Company reserves the right to enforce such term at its sole discretion.

You agree, through your use of the Site, that you will not use the Site to post any material which is knowingly false and/or defamatory, inaccurate, abusive, vulgar, hateful, harassing, obscene, profane, sexually oriented, threatening, invasive of a person’s privacy, or otherwise violative of any law. You agree not to post any copyrighted, trademarked or other proprietary materials unless the copyright, trademark or other proprietary material is owned by you or by the Company or you have been granted the right to lawfully use such copyrighted, trademarked or other proprietary materials.

Although the Company does not, and cannot, review the messages posted and is not responsible for the content of any of these messages, the Company reserves the right to delete any message for any or no reason whatsoever. You remain solely responsible for the content of your messages, and you agree to defend, indemnify and hold harmless the Company its directors, officers, members, managers, employees, and agents from and against any and all claims, actions, damagers, costs, liabilities, losses and expenses (including reasonable attorney’s fees) arising from or related to any claim based upon transmission of your message(s) or posts made by you.

The Company also reserve the right to reveal your identity (or whatever information we know about you) in the event of a complaint or legal action arising from any message posted by you.

By using the Site, you grant the Company a non-exclusive, world-wide, royalty-free, irrevocable, right to exercise all copyright and rights of publicity over the material or contents posted in any Company board or within your personal pages, in any existing or future media, known or unknown, now or at any later date Copyright, Trademarks and Patents.

All content included on the Site is the property of the Company or its content suppliers and protected by U.S. and international copyright, patent and/or trademark laws. The compilation (meaning the collection, arrangement and assembly) of all content on the Site is the exclusive property of the Company and protected by U.S. and international copyright, patent and/or trademark laws. All software used on the Site is the property the Company or its software suppliers and protected by U.S. and international copyright, patent and/or trademark laws. The content and software on the Site may be used as a shopping resource. Any other use, including the reproduction, modification, distribution, transmission, republication, display or performance, of the content on the Site is strictly prohibited. Unless expressly authorized by the Company in writing, you may not use the contents with any product or services not provided by the Company, or in any manner that is likely to cause confusion among consumers or that might disparage or discredit the Company. All other trademarks appearing on the Site are the property of the respective owners, including third party providers of products and services with links to and from the Site.

VIRUSES

The Company also assumes no responsibility, and shall not be reliable for, any damages to or viruses that may infect, your computer equipment or other property on account of your access to use, of, or browsing the Site or your downloading of any materials, data, text, images, video or auction from the Site. Public

POSTINGS IN GENERAL

Except for your personal information which is maintained as private in accordance with our Privacy Policy, information posted to the Site is public. You are solely responsible for information which you post on the Site, including but not limited to any posting or listing in any public message area, any submission to any rating system, or through any e-mail feature. By agreeing to these General Terms of Use and Legal Policy, you grant us a non-exclusive, worldwide, perpetual, royalty free, irrevocable right to exercise all copyright and publicity rights with respect to this information. You are responsible for your information and it must not: (a) infringe any third party’s rights, including but not limited to intellectual property, publicity or privacy; (b) be defamatory, trade libelous, threatening or harassing; or (c) be obscene, indecent or contain pornography. We do not endorse any information posted by you and we are not liable for any information posted on the Site by you. We reserve the right to take any action with respect to information posted on the Site which we believe is appropriate, including but not limited to removal of such information or termination of your rights of use. However, we cannot, nor do we, control the information posted by other users. By its very nature other people’s information may be offensive, harmful, inaccurate, or in some cases may be mislabeled or deceptively labeled.

INDEMNIFICATION

You agree to defend, indemnify and hold the Company, its affiliates, officers, directors, members, managers, employees and agents harmless from and against any and all claims, actions, damages, costs, liabilities, losses and expenses, including attorneys’ fees, arising from or related to your use of the Site or any information you provide to the Company and for breach of this General Terms of Use and Legal Policy or any other policy or any agreement with the Company.

GOVERNING LAW, ARBITRATION AND JURISDICTION

You recognize that, although the internet can be accessed from anywhere in the world, the Site is located in the Commonwealth of Pennsylvania, United States of America, and that when you access this Site, you are doing so in the Commonwealth of Pennsylvania, United States of America. These General Terms of Use and Legal Policy shall be governed by and construed in accordance with the internal substantive laws of the Commonwealth of Pennsylvania, without giving effect to any principles of conflict of law of any jurisdiction. ANY CONTROVERSY OR CLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT, OR THE BREACH THEREOF, SHALL BE SETTLED BY ARBITRATION ADMINISTERED BY A SINGLE ARBITRATOR UNDER THE COMMERCIAL RULES OF THE AMERICAN ARBITRATION ASSOCIATION BUT NOT ITS AUSPICES, UNLESS SPECIFICALLY AGREED TO BY THE PARTIES. ANY JUDGMENT ON THE AWARD RENDERED BY THE ARBITRATOR(S) MAY BE ENTERED IN ANY COURT HAVING JURISDICTION THEREOF. THE ARBITRATOR SHALL BE DETERMINED JOINTLY BY THE PARTIES WITHIN THIRTY (30) DAYS OF SUBMISSION OF A WRITTEN DEMAND FOR ARBITRATION BY ONE PARTY TO THE OTHER. IN THE EVENT THE PARTIES ARE UNABLE TO AGREE ON AN ARBITRATOR, EACH PARTY SHALL SUBMIT THE NAME OF ONE (1) ARBITRATOR AND THOSE TWO (2) ARBITRATORS SHALL DECIDE UPON A THIRD ARBITRATOR WHO SHALL PRESIDE OVER THE DISPUTE. YOU FURTHER AGREE THAT ANY ARBITRATION ARISING OUT OF OR RELATING TO THESE GENERAL TERMS OF USE AND LEGAL POLICY OR THE SITE SHALL BE FILED ONLY IN ALLEGHENY COUNTY, PENNSYLVANIA, AND YOU HEREBY IRREVOCABLY CONSENT AND SUBMIT TO PERSONAL JURISDICTION AND VENUE IN ALLEGHENY COUNTY, PENNSYLVANIA AND WAIVE ANY OBJECTION TO SUCH JURISDICTION AND VENUE. EACH PARTY SHALL BEAR ITS OWN COSTS, INCLUDING ATTORNEYS FEES, ASSOCIATED WITH ARBITRATION.

TERMINATION

The terms provided herein are effective unless and until terminated by the Company. The Company may terminate this General Terms of Use and Legal Policy at any time without notice. The Company, upon termination of this General Terms of Use and Legal Policy, may deny you access to the Site, if in the Company’s sole discretion, you fail to comply with any terms or provisions of this General Terms of Use and Legal Policy. Upon termination of this General Terms of Use and Legal Policy by the Company, you must promptly destroy all materials downloaded or otherwise obtained from this Site, as well as all copies of such materials, whether made under the terms of use or otherwise.