When you are using any service or product offered by DYESTAT that is not governed by a separate legal agreement, including the content and information provided at HYPERLINK "http://www.sparqtraining.com" www.DyeStat.com, (DYESTAT), the Terms and Conditions set forth here will apply. DYESTAT also may supplement the Terms and Conditions with posted guidelines or rules applicable to specific areas of the DYESTAT site. In addition, the DYESTAT site also may offer other services from time to time that are governed by the terms of service of the respective service partners. Because the Terms and Conditions contain legal obligations, please read them carefully. Please direct any legal questions to:

General Counsel
DYESTAT
411 NW 13th Ave
Portland OR 97209

The Terms and Conditions below contain a variety of provisions that are generally applicable to the Products and Services and also include some provisions that apply to particular Products and Services. While this list may help you locate particular provisions, you should understand that you will be bound by the entire Terms and Conditions.

1. ACCEPTANCE
By using the Products and Services, you agree, without limitation or qualification, to be bound by, and to comply with, these Terms and Conditions and any other posted guidelines or rules applicable to the DYESTAT web site, Product or Service. All such guidelines and rules are hereby incorporated by reference into the Terms and Conditions.

2. CONDITIONS AND RESTRICTIONS ON USE
Use of the Products and Services is subject to compliance with these Terms and Conditions. You acknowledge and agree that DYESTAT may terminate your access to the DYESTAT web site or to any other DYESTAT Products and Services should you fail to comply with the Terms and Conditions or any other guidelines and rules published by DYESTAT. Any such termination shall be in DYESTAT's sole discretion and may occur without prior notice, or any notice. DYESTAT further reserves the right to terminate any user's access to the DYESTAT web site or to any of the Products and Services for any conduct that DYESTAT, in its sole discretion, believes is or may be directly or indirectly harmful to other users, to DYESTAT or its subsidiaries, affiliates, or business contractors, or to other third parties, or for any conduct that violates any local, state, federal, or foreign laws or regulations. DYESTAT further reserves the right to terminate any user's access to the DYESTAT site or to any other DYESTAT Products and Services for any reason or for no reason at all, in DYESTAT's sole discretion, without prior notice, or any notice. In order to use DyeStat.com, users must have access to the World Wide Web and must navigate the Internet to HYPERLINK "http://www.dyestat.com" http://www.DyeStat.com or another of the URLs associated with the DyeStat web site. Because DyeStat.com does not collect personal information from persons under 13 years of age, any person under thirteen years of age who wishes to use some of the content or features on DyeStat.com must do so only with the express permission of a parent or guardian and only if a parent or guardian is willing to register at DyeStat.com in that parent or guardian�s own name. DYESTAT does not discriminate on the basis of age, gender, race, ethnicity, nationality, religion, sexual orientation, or any other protected status.

3. REGISTRATION AND PRIVACY
Certain Products and Services will require the user to register and provide certain data. In consideration of use of such Products and Services, in registering and providing such data, you represent and warrant that: (a) the information about yourself is true, accurate, current, and complete (apart from optional items) as required by various DYESTAT web site registration forms ("Registration Data") and (b) you will maintain and promptly update the Registration Data to keep it true, accurate, current and complete. If you provide any information that is untrue, inaccurate, not current or incomplete, or DYESTAT has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, DYESTAT has the right to suspend or terminate your account and refuse any and all current or future use of the Products and Services. All DYESTAT web site registrations become the exclusive property of DYESTAT, its affiliates and subsidiaries. DYESTAT reserves the right to use and reuse all registration and other personally identifiable user information subject to the DYESTAT Site Privacy Policy. Users may edit, update, alter or obscure their personally identifiable information at any time by following the instructions located in the DYESTAT web site Privacy Policy.

4. RESPONSIBILITY FOR MINORS
In cases where you have authorized a minor to use the Products and Services, you recognize that you are fully responsible for: (i) the online conduct of such minor; (ii) controlling the minor's access to and use of the Products and Services; and (iii) the consequences of any misuse by the minor.

5. MEMBER AND USER CONDUCT
Upon registering, you will receive a password and DYESTAT Site ID. You are responsible for maintaining the confidentiality of the password and ID, and are fully responsible for all activities that occur under your password or ID. You agree to (a) immediately notify DYESTAT of any unauthorized use of your password or account or any other breach of security, and (b) ensure that you exit from your account at the end of each DYESTAT session. The DYESTAT web site cannot and will not be liable for any loss or damage arising from your failure to comply with this requirement. You acknowledge and agree that all information, code, data, text, software, music, sound, photographs, pictures, graphics, video, chat, messages, files, or other materials ("Content"), whether publicly posted or privately transmitted, are the sole responsibility of the person from which such Content originated. This means that you, and not the DYESTAT web site, are entirely responsible for all Content that you upload, post, email or otherwise transmit via the Services. The DYESTAT web site does not control the user or third party Content posted via the Products and Services, and, as such, does not guarantee the accuracy, integrity or quality of such user or third party Content. You acknowledge and Agree that by using the Products and Services, you may be exposed to Content that is offensive, indecent or objectionable. Under no circumstances will the DYESTAT web site be liable in any way for any user or third party Content, including, but not limited to, for any errors or omissions in any such Content, or for any loss or damage of any kind incurred as a result of the use of any such Content posted, emailed or otherwise transmitted via the Products and Services. As a general matter, DYESTAT does not pre-screen user or third party Content posted on the DYESTAT web site, except for certain areas where DYESTAT employs certain automated screening software, although DYESTAT reserves the right to do so. DYESTAT does not guarantee that any screening will be done to your satisfaction or that any screening will be done at all. DYESTAT reserves the right to monitor some, all, or no areas of the Products and Services for adherence to these Terms and Conditions or any other rules or guidelines posted by DYESTAT. Prohibited Conduct You agree that you will not use DYESTAT Site Products and Services to:

• a. Upload, post, email, otherwise transmit, or post links to any Content that you do not have a right to transmit under any law or regulation or under contractual or fiduciary relationships (such as inside information, or proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements).
• b. Upload, post, email, or otherwise transmit, or post links to any Content that facilitates hacking.
• c. Upload, post, email, otherwise transmit, or post links to any Content that infringes any patent, trademark, service mark, trade secret, copyright or other proprietary rights ("Rights") of any party, or contributing to inducing or facilitating such infringement. This prohibition shall include, without limitation, the following forms of software piracy:
• i. Making available copyrighted software or other Content that has had the copyright protection removed.
• ii. Making available serial numbers for software that can be used to illegally validate or register software.
• iii. Making available tools that can be used for no purpose other than for "cracking" software or other copyrighted Content.
• iv. Making available any software files for which the user does not own the copyright or have the legal right to make available.
• d. Upload, post, email, otherwise transmit, or post links to any unsolicited or unauthorized advertising, promotional materials, "junk mail," "spam," "chain letters," "pyramid schemes," or any other form of solicitation, except in those areas that are designated for such purpose.
• e. Upload, post, email, otherwise transmit, or post links to any material that contains software viruses, worms, trojan horses, time bombs, trap doors or any other computer code, files or programs or repetitive requests for information designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment or to diminish the quality of, interfere with the performance of, or impair the functionality of the Products and Services or the DYESTAT web site.
• f. Use automated means, including additional computers, software and scripts, to enhance play in DYESTAT web site games and promotions.
• g. Use automated means, including spiders, robots, crawlers, or the like to download data from any DYESTAT web site database.
• h. Conduct your own contests and promotions.
• i. Upload, post, email, otherwise transmit, or post links to any Content regarding any raffle, contest or game requiring a fee by participants.
• j. Modify, publish, transmit, transfer or sell, reproduce, create derivative works from, distribute, perform, link, display or in any way exploit any Content from any DYESTAT database, including, without limitation, by incorporating data from any DYESTAT database into any e-mail or "white pages" products or serviced, whether browser-based, based on proprietary client-site applications, web-based, or otherwise.
• k. Sell, distribute, or make any commercial use of data obtained from any DYESTAT database or make any other use of data from any DYESTAT database in a manner, which could be expected to offend the person for whom the data is relevant.
• l. Intentionally or unintentionally violate any applicable local, state, national or international law, including, but not limited to, regulations promulgated by the U.S. Securities and Exchange Commission, any rules of any national or other securities exchange, including, without limitation, the New York Stock Exchange, the American Stock Exchange or the NASDAQ, and any regulations having the force of law.
• m. Use the Products or Services to sell, purchase, or offer to sell or purchase any registered or unregistered securities.
• n. Upload, post, email, otherwise transmit, or post links to any material that is false, misleading, or designed to manipulate any equity, security, or other market.
• o. Access the Products and Services after your account or access has been terminated by DYESTAT.
• p. Fail to complete any transaction after submitting an order to purchase any goods or services from DYESTAT or from any seller on the DYESTAT platform, subject to the individual Merchant's or seller's terms and conditions governing such transactions.
• q. Use any software deployed in connection with the Products and Services to process data as a service to other entities without the express written consent of DYESTAT or the party from whom such software may be licensed.

6. DISCLAIMER OF WARRANTIES
THE PRODUCTS AND SERVICES ARE PROVIDED "AS IS," WITH NO WARRANTIES WHATSOEVER. ALL EXPRESS, IMPLIED, AND STATUTORY WARRANTIES, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF PROPRIETARY RIGHTS, ARE EXPRESSLY DISCLAIMED TO THE FULLEST EXTENT PERMITTED BY LAW. TO THE FULLEST EXTENT PERMITTED BY LAW, DYESTAT DISCLAIMS ANY WARRANTIES FOR THE SECURITY, RELIABILITY, TIMELINESS, AND PERFORMANCE OF THE PRODUCTS AND SERVICES. TO THE FULLEST EXTENT PERMITTED BY LAW, DYESTAT DISCLAIMS ANY WARRANTIES FOR OTHER SERVICES OR GOODS RECEIVED THROUGH OR ADVERTISED ON THE PRODUCTS AND SERVICES OR RECEIVED THROUGH ANY LINKS PROVIDED IN THE PRODUCTS AND SERVICES, AS WELL AS FOR ANY INFORMATION OR ADVICE RECEIVED THROUGH THE PRODUCTS AND SERVICES OR THROUGH ANY DYESTAT PROVIDED IN THE PRODUCTS AND SERVICES. DYESTAT SIMILARLY DISCLAIMS, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY WARRANTIES FOR ANY INFORMATION OR ADVICE OBTAINED THROUGH THE PRODUCTS AND SERVICES. YOU EXPRESSLY UNDERSTAND AND AGREE THAT DYESTAT DISCLAIMS ANY AND ALL RESPONSIBILITY OR LIABILITY FOR THE ACCURACY, CONTENT, COMPLETENESS, LEGALITY, RELIABILITY, OR OPERABILITY OR AVAILABILITY OF INFORMATION OR MATERIAL IN THE PRODUCTS AND SERVICES. DYESTAT DISCLAIMS ANY RESPONSIBILITY FOR THE DELETION, FAILURE TO STORE, MISDELIVERY, OR UNTIMELY DELIVERY OF ANY INFORMATION OR MATERIAL. DYESTAT DISCLAIMS ANY RESPONSIBILITY OR LIABILITY FOR ANY HARM RESULTING FROM DOWNLOADING OR ACCESSING ANY INFORMATION OR MATERIAL THROUGH THE PRODUCTS AND SERVICES, INCLUDING, WITHOUT LIMITATION, FOR HARM CAUSED BY VIRUSES OR SIMILAR CONTAMINATION OR DESTRUCTIVE FEATURES. DYESTAT MAKES NO WARRANTY REGARDING THE RELIABILITY OR ACCESSIBILITY OF MEMBER WEB PAGES OR ANY STORAGE FACILITIES OFFERED BY DYESTAT. YOU UNDERSTAND AND AGREE THAT ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE PRODUCTS AND SERVICES IS DONE AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGES TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS IN THE DOWNLOAD OF SUCH MATERIAL. Some jurisdictions do not allow the disclaimer of implied warranties. In such jurisdictions, the foregoing disclaimers may not apply to you insofar as they relate to implied warranties.

7. LIMITATION OF LIABILITY
YOU EXPRESSLY UNDERSTAND AND AGREE THAT UNDER NO CIRCUMSTANCES SHALL DYESTAT BE LIABLE TO ANY USER ON ACCOUNT OF THAT USER'S USE OR MISUSE OF AND RELIANCE ON THE PRODUCTS AND SERVICES. SUCH LIMITATION OF LIABILITY SHALL APPLY TO PREVENT RECOVERY OF DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, AND PUNITIVE DAMAGES (EVEN IF DYESTAT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES). SUCH LIMITATION OF LIABILITY SHALL APPLY WHETHER THE DAMAGES ARISE FROM USE OR MISUSE OF AND RELIANCE ON THE PRODUCTS AND SERVICES, FROM INABILITY TO USE THE PRODUCTS AND SERVICES, OR FROM THE INTERRUPTION, SUSPENSION, OR TERMINATION OF THE PRODUCTS AND SERVICES (INCLUDING SUCH DAMAGES INCURRED BY THIRD PARTIES). SUCH LIMITATION SHALL ALSO APPLY WITH RESPECT TO DAMAGES INCURRED BY REASON OF OTHER SERVICES OR GOODS RECEIVED THROUGH OR ADVERTISED ON THE PRODUCTS AND SERVICES OR RECEIVED THROUGH ANY LINKS PROVIDED IN THE PRODUCTS AND SERVICES, AS WELL AS BY REASON OF ANY INFORMATION OR ADVICE RECEIVED THROUGH OR ADVERTISED ON THE PRODUCTS AND SERVICES OR RECEIVED THROUGH ANY LINKS PROVIDED IN THE PRODUCTS AND SERVICES. SUCH LIMITATION SHALL APPLY, WITHOUT LIMITATION, TO THE COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, LOST PROFITS, OR LOST DATA. SUCH LIMITATION SHALL APPLY WITH RESPECT TO THE PERFORMANCE OR NON-PERFORMANCE OF THE PRODUCTS AND SERVICES OR ANY INFORMATION OR MERCHANDISE THAT APPEARS ON, OR IS LINKED OR RELATED IN ANY WAY TO, THE DYESTAT SITE. SUCH LIMITATION SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. SUCH LIMITATION SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW. SUCH LIMITATION OF LIABILITY SHALL ALSO APPLY TO ANY DAMAGE CAUSED BY LOSS OF ACCESS TO, DELETION OF, FAILURE TO STORE, FAILURE TO BACK UP, OR ALTERATION OF MEMBER WEB PAGES OR OTHER CONTENT STORED THROUGHT THE DYESTAT SITE. UNDER NO CIRCUMSTANCES SHALL DYESTAT BE HELD LIABLE FOR ANY DELAY OR FAILURE IN PERFORMANCE RESULTING DIRECTLY OR INDIRECTLY FROM ACTS OF NATURE, FORCES, OR CAUSES BEYOND ITS REASONABLE CONTROL, INCLUDING, WITHOUT LIMITATION, INTERNET FAILURES, COMPUTER EQUIPMENT FAILURES, TELECOMMUNICATION EQUIPMENT FAILURES, OTHER EQUIPMENT FAILURES, ELECTRICAL POWER FAILURES, STRIKES, LABOR DISPUTES, RIOTS, INSURRECTIONS, CIVIL DISTURBANCES, SHORTAGES OF LABOR OR MATERIALS, FIRES, FLOODS, STORMS, EXPLOSIONS, ACTS OF GOD, WAR, GOVERNMENTAL ACTIONS, ORDERS OF DOMESTIC OR FOREIGN COURTS OR TRIBUNALS, NON-PERFORMANCE OF THIRD PARTIES, OR LOSS OF OR FLUCTUATIONS IN HEAT, LIGHT, OR AIR CONDITIONING. In some jurisdictions, limitations of liability are not permitted. In such jurisdictions, the foregoing limitation may not apply to you.

8. DISCLAIMER REGARDING THIRD PARTY CONTENT
The DYESTAT web site may offer access to numerous third party web pages and content available over the Internet. In the overwhelming majority of instances, including, but not limited to, sites displayed as search results or contained within a directory of links, DYESTAT has no control whatsoever over the content of such sites. In other instances, including, but not limited to, web pages hosted on the DYESTAT web site or provided to the DYESTAT web site by third parties, DYESTAT may set guidelines for what may appear on such web pages and may engage in certain screening, but generally exercises no control over the content of such web pages and is unable to police all such content. Third party content accessible through the DYESTAT web site from such sources is developed by people over whom the DYESTAT web site exercises no control. Web pages hosted by the DYESTAT web site are posted by third parties, and, with the exception of certain automated screening functions, DYESTAT cannot and does not screen such web pages before they are made accessible to other users of the DYESTAT web site. Accordingly, the DYESTAT web site assumes no responsibility for the content of any site included in any search results or otherwise linked to the DYESTAT web site web sites or in any web page hosted for a third party within the DYESTAT web site. In instances where the DYESTAT web site does review the sites that are displayed in directories, indices, and/or references, or where the DYESTAT web site makes available directories, indices, and/or references of sites compiled by third parties, the content located at such sites was developed third parties, and review of such sites by DYESTAT, if any, is narrowly limited to that which is necessary for compiling the particular set of links.

9. ADVERTISERS AND CONTENT LINKED TO THE DYESTAT SITE
DYESTAT may provide, or third parties may provide, links to other sites or resources located on the World Wide Web by allowing a user to leave the DYESTAT web site to access third-party material or by bringing the third party material into this site via "inverse" hyperlinks and framing technology. DYESTAT has no control over such sites and resources. You acknowledge and agree that DYESTAT is not responsible for the availability of such external sites or resources, and does not endorse and is not responsible or liable for any content, advertising, products, or other materials on or available from such sites or resources. You further acknowledge and agree that DYESTAT shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods or services available on or through any such site or resource. Your correspondence or business dealings with, or participation in promotions of, advertisers found on or through the DYESTAT web site Products and Services, including payment and delivery of related goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and such advertiser. You agree that DYESTAT shall not be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or as the result of the presence of such advertisers on the Product and Services. DYESTAT encourages you to exercise discretion while using the Products and Services to browse the Internet. DYESTAT makes no representations concerning any effort to review the content of any of the sites listed in automated search results, web guides or other directories, or of any of the sites otherwise linked to the DYESTAT web site web sites. DYESTAT shall not be held responsible for the accuracy, copyright or trademark compliance, legality, or decency of material contained in sites listed in the DYESTAT web site search results or otherwise linked to the DYESTAT web or provided to the DYESTAT web site by third parties.

10. NO LICENSE; INTELLECTUAL PROPERTY OF DYESTAT AND OTHERS
Except as expressly provided, nothing within any of the Products and Services shall be construed as conferring any license under any of the DYESTAT web sites or any third party's intellectual property rights, whether by estoppel, implication, waiver, or otherwise. Without limiting the generality of the foregoing, you acknowledge and agree that certain Content available through and used to operate the DYESTAT web site and the Products and Services is protected by copyright, trademark, patent, or other proprietary rights of DYESTAT and its affiliates, licensors, and service providers. Except as expressly provided to the contrary, you agree not to modify, alter, or deface any of the trademarks, service marks, or other intellectual property made available by DYESTAT in connection with the Products and Services. You agree not to hold yourself out as in any way sponsored by, affiliated with, or endorsed by DYESTAT, any of DYESTAT's affiliates, or any of DYESTAT's service providers. You agree not to use any of the trademarks or service marks or other Content accessible through the DYESTAT web site of any purpose other than the purpose for which such Content is made available to users by DYESTAT. You agree not to defame or disparage DYESTAT, the trademarks or service marks of DYESTAT, or any aspect of the Products and Services. You agree not to adapt, translate, modify, decompile, disassemble, or reverse engineer the Products and Services or any software or programs used in connection with the Products and Services or the DYESTAT web site.

11. INDEMNITY AND RELEASE
By using the DYESTAT web site you agree to indemnify DYESTAT and its parents, subsidiaries, affiliates, officers, and employees and hold them harmless from any and all claims and expenses, including attorney's fees, arising from your use of the DYESTAT web site, your use of the Products and Services, or your submission of ideas and/or related materials to DYESTAT or from any person's use of any account or password you maintain with any portion of the DYESTAT web site, regardless of whether such use is authorized by you. By using the DYESTAT web site, using the Products and Services, or submitting any ideas and/or related materials to DYESTAT, you are hereby agreeing to release DYESTAT and its parents, subsidiaries, affiliates, officers, and employees from any and all claims, demands, debts, obligations, damages (actual or consequential), costs, and expenses of any kind or nature whatsoever, whether known or unknown, suspected or unsuspected, disclosed or undisclosed, that you may have against them arising out of or in any way related to such disputes and/or to the Products and Services or to any disputes regarding use of ideas and/or related materials submitted to DYESTAT. YOU HEREBY AGREE TO WAIVE ALL LAWS THAT MAY LIMIT THE EFFICACY OF SUCH RELEASES. FOR EXAMPLE, YOU SPECIFICALLY AGREE TO WAIVE THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 1542, WHICH PROVIDES "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR."

12. LIMITATION OF ACTIONS
You acknowledge and agree that, regardless of any statute or law to the contrary, any claim or cause of action you may have arising out of, or relating to, your use of the DYESTAT web site or the Products and Services must be filed within one (1) year after such claim or cause of action arises, or forever be barred.

13. INTELLECTUAL PROPERTY INFRINGEMENT CLAIMS
It is the policy of the DYESTAT web site to respond expeditiously to claims of intellectual property infringement. DYESTAT will promptly process and investigate notices of alleged infringement and will take appropriate actions under the Digital Millennium Copyright Act ("DMCA") and other applicable intellectual property laws. Upon receipt of notices complying or substantially complying with the DMCA, the DYESTAT web site will act expeditiously to remove or disable access to any material claimed to be infringing or claimed to be the subject of infringing activity and will act expeditiously to remove or disable access to any reference or link to material or activity that is claimed to be infringing. The DYESTAT web site will terminate access for subscribers and account holders who are repeat infringers.

14. ARBITRATION, GOVERNING LAW AND FORUM FOR DISPUTES
Unless expressly stated to the contrary elsewhere within the Products and Services, all legal issues arising from or related to the use of the Products and Services shall be construed in accordance with, and all questions with respect thereto shall be determined by, the laws of the California applicable to contracts entered into and wholly to be performed within said state. Any controversy or claim arising out of or relating to these Terms and Conditions or any user's use of the Products and Services shall be settled by binding arbitration in accordance with the commercial arbitration rules of the American Arbitration Association. Any such controversy or claim shall be arbitrated on an individual basis, and shall not be consolidated in any arbitration with any claim or controversy of any other party. The arbitration shall be conducted in California, and judgment on the arbitration award may be entered into in any state or federal court in California having jurisdiction thereof. Any party seeking temporary or preliminary injunctive relief may do so in any state or federal court in California having jurisdiction thereof. Except as set forth above, the state and federal courts of California shall be the exclusive forum and venue to resolve disputes arising out of or relating to these Terms and Conditions or any user's use of the Products and Services. By using the Products and Services and thereby agreeing to these Terms and Conditions, users consent to personal jurisdiction and venue in the state and federal courts in California with respect to all such disputes.

15. CHANGES IN TERMS AND CONDITIONS AND CHANGES IN PRODUCTS AND SERVICES
The DYESTAT web site reserves the right to modify the Products and Services from time to time, for any reason, and without notice, including the right to terminate the Products and Services. The DYESTAT web site reserves the right to modify these Terms and Conditions from time to time, without notice. Please review these Terms and Conditions from time to time so you will be apprised of any changes.

16. MERGER
These Terms and Conditions constitute the entire agreement between the parties with respect to the subject matter contained herein and supersedes any other agreement, proposals and communications, written or oral, between DYESTAT's representations and you with respect to the subject matter hereof; except that any other terms and conditions located on any individual DYESTAT web site or in connection with the Products and Services are incorporated herein by reference to the extent they do not conflict with these Terms and Conditions. To the extent that any other terms and conditions or terms of service conflict with these Terms and Conditions, those other provisions shall control with respect to the use of the particular web site and any Products or Services available on or through the web site or the respective Product or Service at which those other provisions may be found.

17. NON-WAIVER AND SEPARABILITY
DYESTAT's failure to exercise any right or provision of these Terms and Conditions shall not constitute a waiver of such right or provision. If a court of competent jurisdiction holds any provision of these Terms and Conditions 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 agree that the other provisions of these Terms and Conditions remain in full force and effect.

18. RELATIONSHIP OF PARTIES
You acknowledge and agree that you and DYESTAT are independent contractors under these Terms and Conditions, and nothing herein shall be construed to create a partnership, joint venture, agency, or employment relationship. Neither party pursuant to these Terms and Conditions has authority to enter into agreements of any kind on behalf of the other and neither party shall be considered the agent of the other.

19. NO RESALE, ASSIGNMENT, OR SUBLICENSING
You agree not to resell, assign, sublicense, otherwise transfer, or delegate your rights or obligations under these Terms and Conditions without prior express written authorization of DYESTAT.

20. SUCCESSORS AND ASSIGNS
Without in any way limiting the prohibition on your resale, assignment, sublicensing, or other transfer of rights or obligations, these Terms and Conditions shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, successors, and assigns.

21. TERMINATION; SURVIVAL
These Terms and Conditions shall continue in effect for as long as you use the Products and Services, unless specifically terminated earlier by DYESTAT. All provisions of these Terms and Conditions which impose obligations continuing in their nature shall survive termination of these Terms and Conditions.

22. COMMUNICATIONS WITH USERS
DYESTAT reserves the right to communicate with you regarding your use of the Products and Services.

23. SUBMISSIONS OF IDEAS
The DYESTAT web site is always improving its Products and Services and developing new features. If you have ideas regarding improvements or additions to the DYESTAT Site, we would like to hear them -- but any submission will be subject to these Terms and Conditions. UNDER NO CIRCUMSTANCES SHALL ANY DISCLOSURE OF ANY IDEA OR RELATED MATERIALS TO DYESTAT BE SUBJECT TO ANY OBLIGATION OF CONFIDENTIALITY OR EXPECTATION OF COMPENSATION. BY SUBMITTING THE IDEA AND/OR ANY RELATED MATERIAL TO DYESTAT, YOU ARE WAIVING ANY AND ALL RIGHTS THAT YOU MAY HAVE IN THE IDEA OR ANY RELATED MATERIALS AND ARE REPRESENTING AND WARRANTING TO DYESTAT THAT THE IDEA AND/OR RELATED MATERIALS ARE WHOLLY ORIGINAL WITH YOU, THAT NO ONE ELSE HAS ANY RIGHTS IN THE IDEA AND/OR MATERIALS AND THAT DYESTAT IS FREE TO IMPLEMENT THE IDEA AND TO USE THE MATERIALS IF IT SO DESIRES, AS PROVIDED OR AS MODIFIED BY DYESTAT, WITHOUT OBTAINING PERMISSION OR LICENSE FROM ANY THIRD PARTY.

24. EXPORT CONTROLS
Certain software, and related documentation or technical information, available through the DYESTAT web site is subject to applicable laws and regulations of the United States pertaining to export controls. By using such software or related documentation or technical information, you represent and warrant that you are not located in, or under the control of, or a national or resident of any embargoed country or any country on the U.S. Department of Commerce's Table of Denial Orders. You agree not to export or re-export such software or related documentation or technical information directly or indirectly to any countries that are subject to United States export restrictions.

25. VIOLATIONS OF TERMS AND CONDITIONS
Should you violate these Terms and Conditions or any other rights of DYESTAT and the DYESTAT web site, DYESTAT reserves the right to pursue any and all legal and equitable remedies against you, including, without limitation, terminating any and all user accounts on the DYESTAT web site.

�2006 DyeStat. All rights reserved