Please read this Agreement carefully. This Agreement governs your use of ezCoC™. These Terms are available only to adults 18 and older, and by agreeing to it, you represent you have legal capacity to approve it.

TERMS SUBJECT TO CHANGE
Terraine reserves the right to modify this Agreement by posting modified Terms on the myadesso.com and ezCoC.com web sites. You should review the online Agreement from time to time. You agree to this Agreement as it may be modified.

REGISTRATION INFORMATION
To create an account for use of ezCoC™, you are required to register with Terraine for the creation of an account (“User Account”). All information that you provide in User Account registration or updating, including your name, affiliation, address, email address, and other contact information, must be truthful. If any change in registration information occurs, you agree to update your User Account information.

At Terraine, we understand that you have confidential project information. We want you to know that Terraine is committed to safeguarding your privacy online, and we strive to make our site as safe and secure as reasonably possible. If you have any questions after reading this privacy policy statement, please let us know. We want to hear from you. You can email us at info@ezCoC.com or call us at 800-531-1242.

USER INFORMATION
Terraine uses your information to enable you to take advantage of the features available through the ezCoC™ website. Once you register, you are no longer anonymous to Terraine; you use your email address as your login ID and are able to take full advantage ezCoC™'s many offerings. Additional information you volunteer enables us to better customize your experience.

We may also use your contact information to reach you regarding important issues about the use of our service. We use other information we collect to get a better understanding of our user base. The more insight we have into you—the people who use ezCoC™ on a daily basis—the better we can serve you. Therefore, we analyze our users' demographics, interests, and behavior based on the information provided to us through our website. Our research and analysis is done on an aggregate basis and is not intended to identify individual users.

SECURITY PRECAUTIONS
Your ezCoC™ login information is password protected so that you, and only you, have access. However, it may on occasion be necessary for Terraine employees or contractors working on behalf of Terraine to have access to your information to provide you with support or to perform certain maintenance tasks. This access happens on an as-needed basis only.

We recommend that you do not divulge your password to anyone. Also remember to sign out of your ezCoC™ account and close your browser window when you have finished your work. This is to prevent others from accessing your personal information if you share a computer with someone else or use a workstation in a public place. Ultimately, you are responsible for maintaining the secrecy of your passwords and your information.

We use advanced security technology to ensure that your personal data remains private within our site. While no data transmission over the Internet can be guaranteed to be 100% secure, Terraine strives to protect your personal information but cannot ensure or warrant the security of any information you transmit to us or from our online products or services.

ADDITIONAL INFORMATION ABOUT YOUR PRIVACY
Please keep in mind that whenever you voluntarily disclose personal information online (for example, on message boards, through email, or in chat areas), that information can be collected and used by others. In short, if you post personal information online that is accessible to the public, you may receive unsolicited messages from other parties in return. As ezCoC™ expands its offerings, we will update our Privacy Policy to address these changes. Please check this page on a regular basis for updates to this Privacy Policy.

USER CONTENT
By using the ezCoC™ System, User acknowledges and agrees that: (i) Terraine does not pre-screen User Content and does not guarantee or warrant the accuracy, integrity, or quality of any User Content; (ii) User will evaluate and bear all risks associated with the use by User or third parties of any User Content, including any reliance on the accuracy, completeness, or usefulness of such User Content; and (iii) Terraine will not be liable in any way for any User Content, including, but not limited to, any errors or omissions in any User Content, or for any loss or damages of any kind incurred as a result of the use of any User Content by User or by any third party.

CONFIDENTIALITY
During the course of performance of this Agreement, each party may disclose to the other party information concerning such party's policies and procedures, operations, purchaser discounts, contract terms, customers, clients, and other confidential or commercially valuable proprietary information that is or should reasonably be understood to be confidential, including, without limitation, User Content (“Confidential Information”). Each party acknowledges that the disclosing party shall at all times be and remain the owner of its Confidential Information and that the recipient of Confidential Information may use such Confidential Information only in connection with and for the purposes of the performance of its promises, duties and obligations under this Agreement. The recipient of any Confidential Information shall use efforts consistent with the manner in which it protects its own Confidential Information, but not less than reasonable efforts, to preserve the confidentiality of all Confidential Information disclosed to it. Except as otherwise expressly permitted by the terms of this Agreement, neither party shall, without the prior written permission of the disclosing party, use the Confidential Information of the other party for its own or any other person's benefit, nor disclose any Confidential Information to any third party, except employees and subcontractors of the receiving party who have a need to know such Confidential Information to enable the receiving party to perform its obligations under this Agreement and who are subject to or bound by confidentiality obligations no less restrictive than those set forth in this Agreement. The confidentiality restrictions contained herein shall not apply with respect to any portion of the Confidential Information that: (a) is or becomes publicly known through no breach or fault of the receiving party; (b) is disclosed to the receiving party by a third party who is not under an obligation of confidentiality to the disclosing party; (c) was already known to the receiving party; (d) is independently developed by the receiving party without reference to the Confidential Information; and/or (e) is required to be disclosed pursuant to a court, government, or administrative order or subpoena, provided that the receiving party shall give the disclosing party prior written notice of any such legally required disclosure to enable the disclosing party to seek a protective order or other appropriate relief.

WARRANTIES AND DISCLAIMERS
Terraine warrants that ezCoC™ and the Materials substantially conform to the documentation herefore.  EXCEPT FOR THIS EXPRESS WARRANTY AND EXCEPT AS MAY BE EXPRESSLY PROVIDED IN A WRITTEN AGREEMENT SIGNED BY THE PARTIES, ALL MATERIALS ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND THE WARRANTY OF NON-INFRINGEMENT, WHETHER ARISING BY STATUTE OR OTHERWISE BY LAW, OR FROM ANY COURSE OF DEALING OR USAGE OF TRADE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, TERRAINE MAKES NO WARRANTY: (I) THAT THE MATERIALS WILL MEET USER'S REQUIREMENTS; (II) THAT THE MATERIALS WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERROR, VIRUSES, OR OTHER HARMFUL COMPONENTS, (III) THAT THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE MATERIALS WILL BE EFFECTIVE, ACCURATE, OR RELIABLE; (IV) THAT THE QUALITY OF ANY PRODUCTS, SERVICES, OR INFORMATION PURCHASED OR OBTAINED BY USER FROM THE MATERIALS OR EZCOC™ WILL MEET USER'S EXPECTATIONS; OR (V) THAT ANY ERRORS IN EZCOC™ LICENSED OR OBTAINED FROM TERRAINE WILL BE CORRECTED. Some states or jurisdictions do not allow the exclusion of implied warranties or limitations on how long an implied warranty may last, so some of the above limitations may not apply to User. To the extent permissible by applicable law, any implied warranties that cannot by law be excluded are limited to ninety (90) days from the date that User signs this Agreement. Terraine may make changes to the Materials, including descriptions of any products listed herein, at any time without notice to User. TERRAINE MAKES NO REPRESENTATION OR WARRANTY AS TO THE ACCURACY, COMPLETENESS, OR CURRENCY OF ANY OF THE MATERIALS AND EXPRESSLY DISCLAIMS ANY COMMITMENT OR OBLIGATION TO UPDATE THE MATERIALS.

Terraine assumes no responsibility for information, materials or services of third parties that are referenced by the Materials, including those of Terraine’s associates. REFERENCES TO OTHER COMPANIES AND TO THEIR SERVICES AND PRODUCTS ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESSED OR IMPLIED. In no event will Terraine be responsible for factors outside its direct control, such as the Mac or Windows operating systems, fonts, printer drivers, or the Microsoft SQL database, nor the result of acts or omissions by Terraine or any of its employees or agents.

IN NO EVENT SHALL TERRAINE BE LIABLE TO USER OR TO ANY THIRD PARTY FOR ANY SPECIAL, PUNITIVE, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING, WITHOUT LIMITATION, FOR LOSS OF USE, DATA, BUSINESS OR PROFITS, WHETHER OR NOT TERRAINE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSS, REGARDLESS OF THE THEORY OF LIABILITY (WHETHER TORT, CONTRACT, STRICT LIABILITY, OR OTHERWISE), ARISING OUT OF OR IN CONNECTION WITH (i) THE USE OF EZCOC™ AND THE MATERIALS, OR THE TERMS AND CONDITIONS OF THIS AGREEMENT OR OF ANY WEB SITE REFERENCED ON OR LINKED TO EZCOC™, INCLUDING THOSE OF TERRAINE’S ASSOCIATES OR (ii) THE PERFORMANCE OR NON-PERFORMANCE BY TERRAINE HEREUNDER. Some jurisdictions prohibit the exclusion or limitation of liability for consequential or incidental damages, so the foregoing limitations may not apply to User.

The use of the Materials or the downloading or other acquisition of other materials and services from ezCoC™ is at User's discretion and risk, and User will be solely responsible for any damage to User's computer system or loss of data that results from such activities. No advice or information, whether oral or written, obtained by User from Terraine, or obtained through or from ezCoC™, shall create any warranty not expressly stated in this Agreement. Some states do not allow the exclusion of implied warranties, so some of the above exclusions may not apply to User. User may also have other rights, which vary from state to state.

IN ADDITION TO THE LIMITATIONS AND EXCLUSIONS SET FORTH IN THIS AGREEMENT, IN NO EVENT WILL TERRAINE’S LIABILITY FOR ANY MATTER ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT EXCEED AN AMOUNT EQUAL TO FIFTY PERCENT (50%) OF THE SUMS PAID BY USER TO TERRAINE DURING THE TWELVE (12) CALENDAR MONTHS IMMEDIATELY PRECEDING THE DATE OF THE ACT OR OMISSION UPON WHICH SUCH LIABILITY OF TERRAINE IS BASED. User acknowledges that the allocation of risk and the limitations of liabilities contained in this Agreement are material considerations for Terraine entering into this Agreement. Any future enhancements to ezCoC™ that are not specifically described in this Agreement are hereby excluded.

INDEMNITY
By Terraine
Terraine shall, subject to the above terms and the limitation of liability and damages provisions set forth therein, indemnify, defend, and hold harmless User and its shareholders, directors, officers, and employees from and against any and all losses, damages, liabilities, costs, and expenses (including, without limitation, reasonable attorneys' fees and costs, investigative and defense costs, settlement costs, court costs, and the costs of appeal, if any; collectively, “Losses”) arising out of or related to any third-party claim, action, or allegation based upon facts or alleged facts that constitute a breach of any of the representations, warranties, or covenants of Terraine set forth in this Agreement. User shall have the right, at its option and expense, to participate in the defense and settlement of any such indemnifiable claim, action, or allegation and to do so by counsel satisfactory to Terraine, provided that Terraine shall have exclusive control of the defense and settlement of such claim, action, or allegation and provided further that unless such settlement contains a full and irrevocable release of User from any such claim, action, or allegation, Terraine shall not enter into any settlement thereof without the prior approval of User, which approval shall not be unreasonably withheld or delayed.

By User
User shall, at its own expense, indemnify, defend, and hold harmless Terraine and its subsidiaries, affiliates, officers, employees, agents, co-branders, associates, suppliers, subcontractors, licensors, and other partners from and against any and all Losses, arising out of or related to a third-party claim, action, or allegation (i) related in any way to any transaction or dispute between User and any third party; (ii) based on or caused by unauthorized access to the Materials through User's account; (iii) based on facts or alleged facts that constitute a breach of any of User's representations, warranties or covenants set forth in this Agreement; (iv) based on or arising out of any User Content; (v) arising out of the use by User of ezCoC™ and/or the Materials in a manner that is inconsistent with the documentation, updates, upgrades, and/or instructions provided to User in writing by Terraine; or (vi) arising out of a request for Terraine to remove or disable access to any User Content in or on ezCoC™; provided that User shall not enter into any settlement of any such claim, action or allegation without the prior written approval of Terraine, which approval shall not be unreasonably withheld or delayed. If User shall fail to promptly assume or diligently prosecute the defense and settlement of any such indemnifiable claim, action, or allegation, Terraine shall have and hereby reserves the right, at its option and at User's expense, to do so by counsel of its own choosing and reasonably satisfactory to User, provided that in such event Terraine shall not enter into any settlement of any such claim, action, or allegation without the prior written approval of User, which approval shall not be unreasonably withheld or delayed.

ENTIRE AGREEMENT
This Agreement, together with all attachments, exhibits, Schedules, and Parts, constitutes the entire agreement between User and Terraine with respect to the subject matter hereof and supersedes all prior or contemporaneous agreements, understandings, or discussions (written or oral) between User and Terraine concerning the subject matter hereof. This Agreement may be modified from time to time.

MISCELLANEOUS PROVISIONS
Neither party's failure to enforce any provision of, or right under, this Agreement will be construed as a waiver by such party of any such provision or right. If any portion of this Agreement is held unenforceable by a court or rendered unenforceable as a result of a change in law or regulation, the unenforceable portion shall be construed in accordance with applicable law as nearly as possible to reflect the original intentions of the parties or, if such construction is not possible, deleted and the remainder of the provisions will remain in full force and effect. Waiver by either party of a breach of any provision of this Agreement or the failure by either party to exercise any right hereunder shall not operate or be construed as a waiver of any subsequent breach of that right or as a waiver of any other right.

Neither party will be liable for any failure to perform any obligation under this Agreement to the extent that such failure is caused by circumstances or events beyond the reasonable control of such party, including, without limitation, outages of the Internet or connections thereto, communication outages, earthquakes, fires, floods, war, civil strife, acts of God, acts of terror or terrorism, acts of governmental or regulatory bodies or authorities, or labor strikes.

Terraine makes no representation that any of the Materials are appropriate or available for use in locations other than as specified and/or agreed to herein and further states that accessing them from territories where their contents are illegal is prohibited. Any person or entity (including, without limitation, User) that chooses to access the Materials from other locations does so on its own initiative and is responsible for compliance with local laws. Without limiting the generality of the foregoing, User (i) acknowledges that software, including technical data, is subject to U.S. export control laws, including the U.S. Export Administration Act and the regulations promulgated thereunder, and may be subject to export or import regulations in other countries and (ii) agrees to comply with all such regulations and, if required by such regulations, to obtain licenses to export, re-export ezCoC™ licensed under this Agreement.

GOVERNING LAW AND JURISDICTION
The statutes and laws of the State of North Carolina, without regard to the conflicts of law principles thereof, shall govern this Agreement and all disputes and/or disagreements arising hereunder. Both parties agree and hereby submit to the exclusive jurisdiction and venue of the Superior Court of North Carolina, in Wake County, North Carolina with respect to any and all disputes arising out of or relating to this Agreement or any of the transactions contemplated hereby, and each party irrevocably submits to the jurisdiction of such court, waives any objection that it may now or hereafter have to the venue or convenience of such forum and agrees that all such disputes shall be heard and determined in such court. User irrevocably consents to the service of process out of such court in any such dispute by the mailing of copies thereof by registered or certified mail, postage prepaid, to User at its address set forth in the preamble to this Agreement.

WAIVER OF JURY TRIAL
EACH OF TERRAINE AND USER IRREVOCABLY WAIVES ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR ANY MATTER ARISING HEREUNDER.

ACCEPTABLE USE POLICY
User and login users must not use ezCoC™ to:

• Upload, post or otherwise transmit any data or content that is unlawful; harmful; threatening; abusive; harassing; tortious; libelous; defamatory; vulgar; obscene; pornographic; invasive of another's privacy; hateful; or racially, ethnically, or otherwise objectionable
• Upload, post, or otherwise transmit any content that User or a login user does not have a right to transmit under any law or by contractual or fiduciary relationship (such as inside information or proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements)
• Upload, post, or otherwise transmit any content that infringes any patent, trademark, trade secret, copyright, or other intellectual property rights of any person or entity
• Upload, post, or otherwise transmit any unsolicited or unauthorized advertising, promotional material, “junk mail”, “spam”, “chain letters”, “pyramid schemes” or, except as and to the extent permitted by this Agreement, any other form of solicitation
• Upload, post, or otherwise transmit any material that contains software viruses or any other computer code, files, or programs designed to interrupt, contaminate, infect, destroy, or limit the functionality of any computer software or hardware or telecommunications equipment
• Interfere with or disrupt ezCoC™ or any servers or networks connected ezCoC™, or disobey any requirements, procedures, policies, or regulations of networks connected to ezCoC™
• Promote or provide instructional information about illegal activities or promote physical harm or injury against any group or individual, including, but not limited to, providing instructions on how to assemble bombs, grenades, and other weapons and creating “crush” sites
• Use User's project hosting site (or directory) as storage for remote loading or as a door or signpost to another home page, whether inside or beyond ezCoC™
• Violate any law, rule, or regulation
• Engage in commercial activities, except as permitted by, and subject to, the Terms of Use hereof. Commercial activities include, but are not limited to: (a) offering for sale any products or services, (b) soliciting for advertisers or sponsors, (c) conducting raffles or contests that require any type of entry fee, (d) displaying a sponsorship banner of any kind, or (e) displaying banners for services that provide cash or cash-equivalent prizes to users in exchange for hyperlinks to their Web sites.

PERFORMANCE
The performance of ezCoC™ may vary based on the capabilities of User's server; the available bandwidth of User's network; the number of users, other than User, actively accessing the database at any one time; and the volume of content, including, without limitation, User Content entered into ezCoC™ at any one time. The performance of the ezCoC™ Web server will vary based on the number of concurrent Web users, User's network environment, and the Internet.

BUGS
IF A BUG, VIRUS, OR OTHER HARMFUL COMPONENT (“BUG”) INFECTS THE EZCOC™ SERVER AND/OR EZCOC™, TERRAINE WILL USE COMMERCIALLY REASONABLE EFFORTS IN ATTEMPTING TO RID THE SOFTWARE AND/OR EZCOC™ OF SUCH BUG AND/OR TO RESOLVE PROBLEMS RESULTING THEREFROM. IF TERRAINE IS NOT ABLE TO RID THE SOFTWARE AND/OR EZCOC™ OF ANY CRITICAL BUGS (AS HEREINAFTER DEFINED) OR TO RESOLVE ANY SUCH PROBLEMS RESULTING THEREFROM, TERRAINE WILL, AT ITS OPTION, (i) PROMPTLY PROVIDE ALTERNATIVE SOFTWARE FOR THE REMAINDER OF THE TERM OF THIS AGREEMENT OR (ii) PERMIT USER TO TERMINATE THIS AGREEMENT AND RECEIVE FROM TERRAINE A CREDIT OR REFUND, ON A PRO RATA BASIS, IN THE AMOUNT OF THE FEES, IF ANY, PREPAID BY USER FOR THE REMAINDER OF THE TERM. For purposes hereof, “Critical Bugs” are Bugs (a) which prevent User from operating ezCoC™ in accordance with the associated documentation, (b) for which there is no workaround, and (c) which severely and adversely affect User's business operations. While ezCoC™ is based on a proven platform and has been tested, it may contain known and unknown Bugs that affect its operation. Most Bugs typically do not prevent the program from working entirely but usually affect only a small part of a function. Terraine will first attempt to fix Bugs that are most critical to the software and will attempt to fix less critical Bugs, including cosmetic problems, as time allows. The best way to notify Terraine of Critical Bugs is by email to the Support Center (info@ezCoC.com) with a complete description of the problem. Cosmetic and other Bugs are also best reported via e-mail to info@ezCoC.com.

ASSIGNMENT
Neither party hereto shall, without the prior written consent of the other party, assign or transfer this Agreement or assign, transfer, share, or license any of its rights or obligations hereunder to any other person or entity, except that Terraine may assign or transfer this Agreement to a parent, subsidiary, affiliate, or successor corporation in the event of a merger, consolidation, or transfer or sale of all or substantially all of the assets of Terraine. Any assignment or transfer in violation of the provisions of this Section shall be null and void and of no effect.

SURVIVAL
The provisions of this Agreement (including all of the Parts of this Agreement) that are, by their nature, intended to survive the expiration or earlier termination of this Agreement shall so survive, including, without limitation, those sections relating to limitations and disclaimers of warranties, limitation of damages, the indemnification obligations of the parties, the no solicitation covenant, confidentiality, governing law, jurisdiction and venue, waiver of jury trial, and assignments.

RIGHT TO REMOVE OR DISABLE USER CONTENT ACCESS
If Terraine becomes aware of User Content that may be in violation of the Acceptable Use Policy set forth in this Agreement or that Terraine determines, in its sole discretion, to be otherwise unacceptable, undesirable, or objectionable, Terraine has the right, but not the obligation, to remove or disable access to such User Content. Upon termination of this Agreement, Terraine shall be free to delete all User Content at its next periodic purge process. i) Either party may terminate this Agreement, upon thirty (30) days' prior written notice to the other party, in the event of a material breach by the other party, which such other party fails or refuses to cure within thirty (30) days (or such other period agreed to by the parties in writing) from the date of such written notice. Terraine reserves the right, exercisable in its sole discretion, to suspend User's access to and use of the Materials upon the occurrence of a breach by User, pending cure of the breach. (ii) Either party shall have the right to terminate this Agreement, effective upon written notice to the other party, in the event that: (a) the other party becomes insolvent or is subject to the direct control of a temporary or permanent liquidator, receiver, trustee, or custodian for all or a substantial part of its assets or business; (b) such party makes an assignment for the benefit of creditors; (c) such party files a bankruptcy petition or a petition to take advantage of any insolvency laws; or (d) a petition in bankruptcy is filed against the other party and not dismissed within thirty (30) days after its filing.

SERVICE
Terraine will maintain a 99% uptime and availability standard for the application, excluding regularly scheduled maintenance. If, during any calendar month, ezCoC™ is affected by downtime that is controllable by Terraine and accounts for more than 1% of User's use of ezCoC™ during such month, User may notify Terraine of such circumstances and, if so notified, Terraine will remit to User a pro-rata refund of the fees paid by User for such month, which refund shall be calculated based on the downtime which occurred during such month provided that User shall have submitted to Terraine documentation of the specific times during which outages were experienced in such month and provided further that such downtime was not a result of any force majeure event.

ELECTRONIC SIGNATURES
As an ezCoc user, you accept that whenever an electronic signature is affixed using the unique credentials assigned to you, it will be presumed to be your signature, and the burden of proof for repudiation of this electronic signature will be on you as the custodian of the ezCoC credentials.