TERMS OF USE AGREEMENT BETWEEN YOU AND GSI Environmental Inc.

This web site and the web pages contained herein (the "GSI Web Site") are owned and operated by the GSI Environmental Inc., 2211 Norfolk, Suite 1000, Houston, TX 77098-4044, USA (“GSI”). This Terms of Use Agreement (“Terms of Use”) applies to the GSI Web Site and does not apply to the content of third parties. The GSI Web Site is offered to you conditioned on your acceptance without modification of the terms, conditions, and notices contained herein. Your use of the GSI Web Site constitutes your agreement to all such terms, conditions, and notices. Additionally, the GSI Web Site may itself contain additional terms, codes of conduct or guidelines that govern use of the site, including without limitation, particular features or offers. In the event that any of the terms, conditions, and notices contained herein conflict with other terms and guidelines contained within the GSI Web Site, then these terms shall control.

PRIVACY AND PROTECTION OF PERSONAL INFORMATION

See the GSI Online Privacy Policy for disclosures relating to the collection and use of your personal information.

MODIFICATION OF THESE TERMS OF USE

GSI reserves the right to change the terms, conditions, and notices under which the GSI Web Site is offered. You are responsible for regularly reviewing these terms and conditions. Your continued use of the GSI Web Site constitutes your agreement to all such terms, conditions, and notices.

PERSONAL AND NON-COMMERCIAL USE LIMITATION

Unless otherwise specified, the GSI Web Site is for your personal and non-commercial use. You may not modify, copy, distribute, transmit, display, perform, reproduce, publish, license, create derivative works from, transfer, or sell any information, software, products or services obtained from the GSI Web Site, unless you have expressly been granted permission to do so by a license agreement with GSI.

LINKS TO THIRD PARTY SITES

The GSI Web Site may contain links to third party Web sites ("Linked Sites"). The Linked Sites are not under the control of GSI and GSI is not responsible for the contents of any Linked Site, including without limitation any link contained in a Linked Site, or any changes or updates to a Linked Site. GSI is not responsible for any form of transmission received from any Linked Site nor is GSI responsible if the Linked Site is not working appropriately. GSI is providing these links to you only as a convenience, and the inclusion of any link does not imply endorsement by GSI of the site or any association with its operators. You are responsible for viewing and abiding by the privacy statements and terms of use posted at the Linked Sites. Any dealings with third parties (including advertisers) included within the GSI Web Site or participation in promotions, including the delivery of and the payment for goods and services, and any other terms, conditions, warranties or representations associated with such dealings or promotions, are solely between you and the advertiser or other third party. GSI shall not be responsible or liable for any part of any such dealings or promotions.

NO UNLAWFUL OR PROHIBITED USE

As a condition of your use of the GSI Web Site, you will not use the GSI Web Site for any purpose that is unlawful or prohibited by these terms, conditions, and notices. You may not use the GSI Web Site in any manner that could damage, disable, overburden, or impair the GSI Web Site (or the network(s) connected to the GSI Web Site) or interfere with any other party's use and enjoyment of the GSI Web Site. You may not attempt to gain unauthorized access to the GSI Web Site, other accounts, computer systems or networks connected to the GSI Web Site, through hacking, password mining or any other means. You may not obtain or attempt to obtain any materials or information through any means not intentionally made available through the GSI Web Site.

SOFTWARE AND CONTENT AVAILABLE THROUGH THE GSI WEB SITE

All content and software (if any) that is made available to view and/or download in connection with the GSI Web Site, ("Software") is owned by and is the copyrighted work of GSI and/or its suppliers and is protected by copyright laws and international treaty provisions. Your use of the Software is governed by the terms of the end user license agreement, if any, which accompanies or is included with the Software ("License Agreement"). You may not install or use any Software that is accompanied by or includes a License Agreement unless you first agree to the License Agreement terms.

For any Software not accompanied by a license agreement, GSI hereby grants to you, the user, a revocable personal, non-transferable license to use the Software for its stated purpose in accordance with these Terms of Use, and for no other purpose provided that you keep intact all copyright and other proprietary notices. Any reproduction or redistribution of the content and/or Software is expressly prohibited by law, and may result in severe civil and criminal penalties. Violators will be prosecuted to the maximum extent possible. WITHOUT LIMITING THE FOREGOING, COPYING OR REPRODUCTION OF THE CONTENT OR SOFTWARE TO ANY OTHER SERVER OR LOCATION FOR FURTHER REPRODUCTION OR REDISTRIBUTION IS EXPRESSLY PROHIBITED. You acknowledge that the Software, and any accompanying documentation and/or technical information, is subject to applicable export control laws and regulations of the USA. You agree not to export or re-export the Software, directly or indirectly, to any countries that are subject to USA export restrictions.

Any Software that is downloaded from the GSI Web Site for or on behalf of the United States of America, its agencies and/or instrumentalities ("U.S. Government"), is provided with Restricted Rights. Use, duplication, or disclosure by the U.S. Government is subject to restrictions as set forth in subparagraph (c)(1)(ii) of the Rights in Technical Data and Computer Software clause at DFARS 252.227-7013 or subparagraphs (c)(1) and (2) of the Commercial Computer Software - Restricted Rights at 48 CFR 52.227-19, as applicable. Manufacturer is GSI Environmental Inc., 2211 Norfolk, Suite 1000, Houston, TX 77098-4044, USA.

RISK OF LOSS

All items purchased from the GSI Web Site are made pursuant to a shipment contract. This means that the risk of loss and title for such items pass to you upon our delivery to the carrier.

LIABILITY DISCLAIMER

THE INFORMATION, SOFTWARE, PRODUCTS, AND SERVICES INCLUDED IN OR AVAILABLE THROUGH THE GSI WEB SITE MAY INCLUDE INACCURACIES OR TYPOGRAPHICAL ERRORS. CHANGES ARE PERIODICALLY MADE TO THE GSI WEB SITE AND TO THE INFORMATION THEREIN. GSI MAY MAKE IMPROVEMENTS AND/OR CHANGES TO THE GSI WEB SITE AT ANY TIME. ADVICE RECEIVED VIA THE GSI WEB SITE SHOULD NOT BE RELIED UPON FOR PERSONAL, FINANCIAL, PROFESSIONAL, OR BUSINESS DECISIONS AND YOU SHOULD CONSULT AN APPROPRIATE PROFESSIONAL FOR SPECIFIC ADVICE TAILORED TO YOUR SITUATION.

GSI MAKES NO REPRESENTATIONS ABOUT THE SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS, LACK OF VIRUSES OR OTHER HARMFUL COMPONENTS AND ACCURACY OF THE INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS CONTAINED WITHIN THE GSI WEB SITE FOR ANY PURPOSE. ALL SUCH INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND. GSI HEREBY DISCLAIMS ALL WARRANTIES AND CONDITIONS WITH REGARD TO THIS INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS, INCLUDING ALL IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, WORKMANLIKE EFFORT, TITLE AND NON-INFRINGEMENT.

YOU SPECIFICALLY AGREE THAT GSI SHALL NOT BE RESPONSIBLE FOR UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA, ANY MATERIAL OR DATA SENT OR RECEIVED OR NOT SENT OR RECEIVED, OR ANY TRANSACTIONS ENTERED INTO THROUGH THE GSI WEB SITE. YOU SPECIFICALLY AGREE THAT GSI IS NOT RESPONSIBLE OR LIABLE FOR ANY THREATENING, DEFAMATORY, OBSCENE, OFFENSIVE OR ILLEGAL CONTENT OR CONDUCT OF ANY OTHER PARTY OR ANY INFRINGEMENT OF ANOTHER'S RIGHTS, INCLUDING INTELLECTUAL PROPERTY RIGHTS. YOU SPECIFICALLY AGREE THAT GSI IS NOT RESPONSIBLE FOR ANY CONTENT INCLUDED IN THE GSI WEB SITE BY ANY THIRD PARTY.

IN NO EVENT SHALL GSI BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL DAMAGES OR ANY DAMAGES WHATSOEVER INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF USE, DATA OR PROFITS, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OR PERFORMANCE OF THE GSI WEB SITE, WITH THE DELAY OR INABILITY TO USE THE GSI WEB SITE, THE PROVISION OF OR FAILURE TO PROVIDE SERVICES, OR FOR ANY INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS OBTAINED THROUGH THE GSI WEB SITE, OR OTHERWISE ARISING OUT OF THE USE OF THE GSI WEB SITE, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, EVEN IF GSI WEB SITE OR ANY OF ITS SUPPLIERS HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. BECAUSE SOME STATES/JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE GSI WEB SITE, OR WITH ANY OF THESE TERMS OF USE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE GSI WEB SITE. GSI MAKES NO WARRANTY THAT GSI WEB SITE WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE.

TERMINATION/ACCESS RESTRICTION

GSI reserves the right, in its sole discretion, to terminate your access to the GSI Web Site or any portion thereof at any time, without notice.

NOTE ABOUT CHILDREN

Minors are not eligible to use the Site, and we ask that they do not submit any personal information to us. This is further described within our Online Privacy Policy.

GENERAL

This agreement is governed by the laws of the State of Texas, U.S.A. You hereby irrevocably consent to the exclusive jurisdiction and venue of courts in Harris County, Texas, U.S.A. in all disputes arising out of or relating to the use of the GSI Web Site. You agree that no joint venture, partnership, employment, or agency relationship exists between you and GSI as a result of this agreement or use of the GSI Web Site. You agree to indemnify and hold GSI, its parents, subsidiaries, affiliates, officers and employees, harmless from any claim, demand, or damage, including reasonable attorneys' fees, asserted by any third party due to or arising out of your use of or conduct on the GSI Web Site. GSI reserves the right to disclose any personal information about you or your use of the GSI Web Site, including its contents, without your prior permission if GSI has a good faith belief that such action is necessary to: (1) conform to legal requirements or comply with legal process; (2) protect and defend the rights or property of GSI or its affiliated companies; (3) enforce the terms or use; or (4) act to protect the interests of its members or others. GSI’s performance of this agreement is subject to existing laws and legal process, and nothing contained in this agreement is in derogation of GSI's right to comply with governmental, court and law enforcement requests or requirements relating to your use of the GSI Web Site or information provided to or gathered by GSI with respect to such use. If any part of this agreement is determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of the agreement shall continue in effect. Unless otherwise specified herein, this agreement constitutes the entire agreement between the user and GSI with respect to the GSI Web Site and it supersedes all prior or contemporaneous communications and proposals, whether electronic, oral or written, between the user and GSI with respect to the GSI Web Site. A printed version of this agreement and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.

DISPUTES

Any dispute relating in any way to your visit to the GSI Web Site or to products you purchase through the GSI Web Site shall be submitted to confidential arbitration in Houston, Texas, USA, except that, to the extent you have in any manner violated or threatened to violate GSI’s intellectual property rights, GSI may seek injunctive or other appropriate relief in any state or federal court in the state of Texas, and you consent to exclusive jurisdiction and venue in such courts. Arbitration under this agreement shall be conducted under the rules then prevailing of the American Arbitration Association. The arbitrator's award shall be binding and may be entered as a judgment in any court of competent jurisdiction. To the fullest extent permitted by applicable law, no arbitration under this Agreement shall be joined to an arbitration involving any other party subject to this Agreement, whether through class arbitration proceedings or otherwise.

COPYRIGHT AND TRADEMARK NOTICES:

All contents of the GSI Web Site are: Copyright (c) 2002 GSI Environmental Inc. All rights reserved. The names of actual companies and products mentioned herein may be the trademarks of their respective owners. Any rights not expressly granted herein are reserved.

If you have any questions about these Terms of Use, please feel free to contact GSI at: inquiries@gsi-net.com