TERMS OF USE FOR NEWMARKET INTERNATIONAL, INC. WEB SITES

ACCEPTANCE OF TERMS:

Newmarket International, Inc. ("Newmarket") makes this web site and all other web sites operated by Newmarket or its affiliates, including those linked to this site (collectively, the “Site”) available for your use subject to these terms and conditions (the "Terms of Use"). By using the Site you agree to these Terms of Use. If you do not agree to these Terms of Use, do not use the Site.

Newmarket reserves the right to modify the Terms of Use from time to time in its sole discretion. It is your responsibility to review the Terms of Use periodically for changes. Your continued use of the Site following any posting of modified Terms of Use shall be your consent to the modifications.

PRIVACY

Newmarket respects the privacy of the users of this Site. Please review Newmarket’s Privacy Policy for information about how Newmarket collects and uses personal information. By accepting these Terms of Use you expressly consent to Newmarket's disclosure and use of your personal information as more fully described in Newmarket’s Privacy Policy.

RELATED TERMS AND CONDITIONS:

Additional terms and conditions may apply to the use of any of Newmarket’s products or services available on the Site. Such additional terms and conditions include, without limitation, any license or service agreements between you, or your organization, and Newmarket or its affiliates (a “Product Agreement”) as well as additional terms, rules, and other guidelines posted on the Site. If there is any conflict between these Terms of Use, any additional terms, rules, and other guidelines posted on the Site, and any Product Agreement, terms shall prevail, with respect to the applicable product or service, in the following order: i) the Product Agreement; ii) the additional terms, rules or other guidelines posted on the Site; and iii) these Terms of Use. To avoid doubt, these Terms of Use do not alter any Product Agreement.

INTELLECTUAL PROPERTY:

The Site, including all information, documents, communications, files, text, graphics, trademarks, user interfaces, photographs, video, artwork, music, computer code, and other content contained on the Site (collectively the "Materials") and all services operated by Newmarket through this Site (collectively the "Services"), are the property of Newmarket, its affiliates, and licensors. Except as expressly provided herein, Newmarket and its suppliers do not grant any express or implied rights to use the Materials and Services. You agree not to copy, republish, download, transmit, modify, rent, lease, loan, sell, assign, distribute, license, sublicense, reverse engineer, or create derivative works based on the Site, its Materials, or its Services, except as expressly authorized herein.

TRADEMARKS:

Newmarket retains all rights in all trademarks and service marks of Newmarket and its affiliates, including without limitation: Newmarket, Delphi, Delphi Multi Property Edition, Daylight, Hospitality Information Services (HIS), Building Global Hospitality, MeetingBroker, DirectBook, Libra OnDemand, MTech, Smarter Workflow, Better Service, Hospitality Relationship Management, the Newmarket International logo, Delphi logo, Daylight logo, Delphi.Net logo, MeetingBroker logo, Connex logo, Hospitality Information Services (HIS) logo, Business Intelligence logo, Delphi BI logo, Delphi Global Sales, Diagrams logo, DirectBook logo, eProposal logo, Support logo, eLearning logo, Newmarket's Stylized "N" Logo, Green logo, Libra logo, MTech Logo, other logos and badges (collectively “Marks”). Newmarket and its suppliers do not grant any express or implied rights to use the Marks. You agree not to copy, use, republish, or create derivative works of any Mark. If you or your organization has any right to use any Mark pursuant to an independent agreement with Newmarket or its affiliates, all such usage must be in conformity with Newmarket’s prevailing trademark usage policy.

USE OF NEWMARKET INFORMATION MATERIALS:

Except as stated to the contrary elsewhere on this Site, you are granted permission to download materials purposely made available by Newmarket for downloading (such as white papers, press releases, datasheets, FAQs, and similar informative materials) (“Information Materials”) is granted subject to the following conditions: (i) the Information Materials may be used solely for non-commercial or internal business purposes; (ii) the Information Materials may not be modified or altered in any way; (iii) you may not create derivative works from the Information Materials available through the Site; (iv) the Information Materials may not be distributed or sold, rented, leased, transferred, or licensed to others; (v) you may not remove any copyright or other proprietary notices contained in the Information Materials; (vi) Newmarket reserves the right to revoke this authorization to view, download, and print the Information Materials available on this Site at any time, and any such use shall be discontinued immediately upon notice from Newmarket; and (vii) the rights granted to you constitute a license and not a transfer of title. Information Materials specified above do not include any software, the design or layout of any portion of the Site, or any content that is not presented on the Site with a control or tool to initiate download. Elements of the Site which are protected by trade dress, trademark, unfair competition, and other laws and may not be copied or reproduced in any manner. No Trademarks, graphic, sound or image from the Site may be copied or reproduced unless expressly permitted by Newmarket.

USE OF SOFTWARE:

Any software that is made available to download from the Site ("Software") is the copyrighted work of Newmarket, its affiliates or licensors. All restrictions applicable to Information Materials also apply to Software. Use of the Software is further governed by the terms of the End User License Agreement, if any, which accompanies or is included with the Software ("License Agreement").

THE SOFTWARE IS WARRANTED, IF AT ALL, ONLY ACCORDING TO THE TERMS OF THE END USER LICENSE AGREEMENT. EXCEPT AS WARRANTED IN THE APPLICABEL END USER LICENSE AGREEMENT, NEWMARKET HEREBY DISCLAIMS ALL WARRANTIES AND CONDITIONS WITH REGARD TO THE SOFTWARE, INCLUDING ALL WARRANTIES AND CONDITIONS OF MERCHANTABILITY, WHETHER EXPRESS, IMPLIED OR STATUTORY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. NEWMARKET DOES NOT MAKE ANY ASSURANCES WITH REGARD TO THE ACCURACY OF THE RESULTS OR OUTPUT THAT DERIVES FROM SUCH USE OF ANY SOFTWARE.

Any Software which is downloaded from the Site for or on behalf of the United States of America, its agencies and/or instrumentalities ("U.S. Government"), it 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 Newmarket International, Inc., 75 New Hampshire Avenue, Portsmouth, NH 03801.

USER CONTENT

You are solely responsible for all information, documents, communications, files, text, graphics, trademarks, user interfaces, photographs, video, artwork, music, computer code, and other content you post, upload, transmit or otherwise submit (“Submitted”) to Newmarket (collectedly “User Content”), including through any e-mail, bulletin board, chat, discussion groups, forums, email functions, and other messaging and communication facilities that provide for upload, posting, or messaging of user content on the Site (“Messaging Services”).

As between you and Newmarket, you remain the owner of all rights, including copyright, in any messages, postings, documents, or other materials you post, upload, or otherwise submit to the Site, including through any Messaging Service (“User Content”).

By posting, uploading, or otherwise submitting User Content to this Site, you automatically and without further action on your part, grant Newmarket a nonexclusive, royalty-free, perpetual, irrevocable and fully sublicensable right to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute and display User Content throughout the world in any media now known or later developed without any compensation to you. You further grant to Newmarket the right to use the name you post or submit in connection with the User Content.

You agree to only Submit User Content that are proper and, when applicable, related to the applicable Newmarket product. You agree that all User Content submitted will not: (i) include any content (including, without limitation, any music or video produced by a third party) that violates a third party's copyright or other proprietary rights, (ii) publish falsehoods or misrepresentations portrayed as fact, (iii) include any advertising or solicitations; or (iv) be unlawful, obscene, defamatory, libelous, threatening, pornographic, harassing, hateful, racially or ethnically offensive or encourage conduct that would be considered a criminal offense, give rise to civil liability, violate any law or otherwise be inappropriate for distribution to the general public, invasive of privacy, infringe intellectual property rights, otherwise injurious to third parties or objectionable, and will not consist of or contain software viruses, political campaigning, commercial solicitation, chain letters, mass mailings or any form of "spam."

Newmarket reserves the right, but does not assume any obligation, to review any User Content prior to its display on this Site. Newmarket may refuse to display or may remove any User Content from this Site for any reason in its sole discretion without prior notice or liability, including, without limitation, our good faith belief that you have violated these Terms of Use and/or any intellectual property laws.

Newmarket does not control or endorse User Content, messages or information found in any Services. Therefore, to the maximum extent permitted by law, Newmarket will have no liability related to User Content arising under the laws of copyright, libel, privacy, obscenity, or otherwise. Newmarket disclaims all liability with respect to the misuse, loss, modification, or unavailability of any User Content.

By posting, uploading, or otherwise submitting User Content to this Site, you represent and warrant that (i) you own or have the necessary licenses, rights, consents and permissions to grant Newmarket the license rights set forth above, and (ii) you have obtained the consent, release and/or permission of each and every identifiable individual person in the User Content to grant the foregoing license to Newmarket; (iii) that the User Content is accurate and truthful, (iv) that use of the User Content does not violate these Terms of Use and will not cause injury to any person or entity, and (v) and that you will indemnify Newmarket for all claims resulting from content you supply.

MEMBER ACCOUNT, PASSWORD, AND SECURITY:

For any services which require you to open an account, including Messaging Services, you must complete the registration process by providing Newmarket with current, complete and accurate information as prompted by the applicable registration form, including a valid and current e-mail address. You must update such information immediately upon any changes. You may not use a false e-mail address, impersonate any person or entity, or otherwise provide misleading information as to the origin of any User Content. Newmarket reserves the right to reject or terminate any user name that in its sole discretion it deems unacceptable. You are responsible for maintaining the confidentiality of your password and account and are fully responsible for all activities that occur under your password or account. You agree to (i) immediately notify Newmarket of any unauthorized use of your password or account or any other breach of security, and (ii) ensure that you exit from your account at the end of each session. Newmarket cannot and will not be liable for any loss or damage arising from your failure to comply with this Agreement. Newmarket may terminate a membership account for any reason in its sole discretion. Members may maintain only one account and duplicate accounts may be subject to cancellation in Newmarket's sole discretion.

USER CONDUCT:

In using the Site, including all products and services available through it, including Messaging Services (defined below), you agree:

(i) not to disrupt or interfere with the security of, or otherwise cause harm to, the Site, or any products, services, system resources, accounts, passwords, servers, or networks connected to or accessible through the Site or any affiliated or linked sites. In addition, you agree not to use any data mining, robots, or similar data gathering and extraction methods in connection with the Site;

(ii) not to disrupt or interfere with any other user's enjoyment of the Site or affiliated or linked sites;

(iii) not to upload, post, or otherwise transmit through the Site any viruses or other harmful, disruptive, or destructive files;

(iv) not to use or attempt to use another's account, password, service, or system without authorization from Newmarket;

(v) create a false identity for the purpose of misleading others;

(vi) defame, abuse, harass, stalk, threaten or otherwise violate the legal rights (such as rights of privacy and publicity) of others;

(vii) use any material or information, including images or photographs, which are made available through the Services in any manner that infringes any copyright, trademark, patent, trade secret, or other proprietary right of any party,

(viii) download any file posted by another user of a Service that you know, or reasonably should know, cannot be legally reproduced, displayed, performed, and/or distributed in such manner;

(ix) falsify or delete any copyright management information, such as author attributions, legal or other proper notices or proprietary designations or labels of the origin or source of software or other material contained in any file;

(x) violate any code of conduct or other guidelines which may be applicable for any particular Service;

(xi) harvest or otherwise collect information about others, including e-mail addresses;

(xii) violate any applicable laws or regulations;

(xiii) use, download or otherwise copy, or provide (whether or not for a fee) to a person or entity any directory of users of the Services or other user or usage information or any portion thereof.

COPYRIGHT INFRINGEMENT

Newmarket is committed to complying with U.S. copyright and related laws. If you are the owner of any copyrighted work and believe your rights under U.S. copyright law have been infringed by any User Content or other material on this Site, you may take advantage of certain provisions of the Digital Millennium Copyright Act (the "DMCA") by sending Newmarket a notification of claimed infringement that satisfies the requirements of the DMCA. Upon Newmarket's receipt of a satisfactory notice of claimed infringement, Newmarket will respond expeditiously either directly or indirectly (i) to remove the allegedly infringing work accessible through this Site or (ii) to disable access to the work. Newmarket will also notify the member that submitted the work of the removal or disabling of access to the work. If the affected member believes in good faith that the allegedly infringing work has been removed or blocked by mistake or misidentification, then that person may send a counter notification to Newmarket. Upon Newmarket's receipt of a counter notification that satisfies the requirements of the DMCA, Newmarket will provide a copy of the counter notification to the person who sent the original notification of claimed infringement and will follow the DMCA's procedures with respect to a received counter notification. In all events, you expressly agree that Newmarket will not be a party to any disputes or lawsuits regarding alleged copyright infringement.

Copyright owners may send Newmarket a notification of claimed infringement to: Newmarket International, Inc. 75 New Hampshire Avenue, Portsmouth NH 03801, Attention: Legal or copyright@Newmarket.com. Any notification of claimed infringement must be in a form that satisfies the requirements of Section 512(c)(3) of the U.S. Copyright Act. Under the DMCA, anyone who knowingly makes misrepresentations regarding alleged copyright infringement may be liable to Newmarket, the alleged infringer, and the affected copyright owner for any damages incurred in connection with the removal, blocking or replacement of allegedly infringing material. If a notification of claimed infringement has been filed against you, you can file a counter notification with Newmarket's designated agent using the contact information shown above. All counter notifications must satisfy the requirements of Section 512(g)(3) of the U.S. Copyright Act.

FEEDBACK

Newmarket welcomes your feedback about this Site and our products and services. We ask that you limit your feedback to these items. You may provide general feedback using the forms found on the Newmarket corporate web Site: www.newmarketinc.com. If you would like to communicate with us directly, you may do so by e-mailing us at the addresses located in the Contact Us section and we will, if appropriate, respond to you.

Any communications you send to this Site or otherwise to Newmarket are deemed to be submitted on a non-confidential basis and become the sole property of Newmarket. Newmarket may, in its sole discretion, reproduce, use, publish, modify, disclose, distribute or otherwise use these communications in any way and for any purpose. All such uses by Newmarket shall be without liability or obligation of any kind to you. These uses may include, for example, use of the content of any such communications, including, without limitation, any works, marks, names, ideas, inventions, concepts, techniques or know-how disclosed therein for any purpose.

MODIFICATION OF THE SITE

Newmarket reserves the right, at any time and for any reason and in its sole discretion, to terminate, suspend or change any aspect of this Site, including, but not limited to, Messaging Services, User Content, other content, features or hours of availability without notice to you. Newmarket may impose limits on certain features of this Site or restrict your access to part or all of this Site without notice or penalty.

WARRANTIES AND DISCLAIMERS:

THIS SITE, AND ALL MATERIALS AND SERVICES ACCESSIBLE THROUGH THIS SITE ARE PROVIDED "AS IS" 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, OR THE WARRANTY OF NON-INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, NEWMARKET MAKES NO WARRANTY THAT (I) THE SITE, SERVICES AND MATERIALS WILL MEET YOUR REQUIREMENTS; (II) THE SITE, SERVICES AND MATERIALS WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; (III) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SITE, SERVICES OR MATERIALS WILL BE EFFECTIVE, ACCURATE, OR RELIABLE; (IV) THE QUALITY OF ANY SERVICES OR MATERIALS ACCESSIBLE BY YOU THROUGH THE SITE WILL MEET YOUR EXPECTATIONS; AND (V) ANY DEFECTS IN THE SITE, ITS SERVICES OR MATERIALS, WILL BE CORRECTED. THIS SITE COULD INCLUDE TECHNICAL OR OTHER MISTAKES, INACCURACIES, OR TYPOGRAPHICAL ERRORS.

LIMITATION ON LIABILITY

In no event shall Newmarket, its subsidiaries, affiliates, agents, officers, directors, employees, partners, or suppliers be liable to you or any third party for any special, punitive, incidental, indirect, or consequential damages of any kind, or any damages whatsoever, including, without limitation, those resulting from loss of use, data, or profits, whether or not Newmarket has been advised of the possibility of such damages, and on any theory of liability, arising out of or in connection with the use of or the inability to use this Site, its services, or materials, the statements or actions of any third party on or through the Site, any dealings with vendors or other third parties, any unauthorized access to or alteration of your transmissions or data, any information that is sent or received, or not sent or received, any failure to store or loss of data, files, or other content, any services available through the Site that are delayed or interrupted, or any web site referenced or linked to from this Site.

Newmarket assumes no liability for any computer virus or other similar software code that is downloaded to your computer from the Site or in connection with any Services or Materials offered through the Site. You acknowledge that you will be solely responsible for any damage to your computer system, loss of data, or other harm that results from use of the Site.

THIRD PARTY SITES AND PRODUCTS

Newmarket provides links to third party sites to you only as a convenience, and the inclusion of any link does not imply endorsement by Newmarket of the linked site. You acknowledge that: (i) Newmarket does not control, endorse, or accept responsibility for any content, products, or services offered by third parties through the Site, including, without limitation, third party vendors and third parties with sites accessible through links on the Site (“Third Party Materials”); (ii) Newmarket makes no representation or warranties whatsoever about any such Third Party Materials; (iii) any dealings you may have with such third parties are at your own risk.

ENTIRE AGREEMENT:

The Terms of Use and the other rules, guidelines, licenses and disclaimers posted on the Site constitute the entire agreement between Newmarket and you with respect to your use of the Site. If for any reason a court of competent jurisdiction finds any provision of the Terms of Use, or portion thereof, to be unenforceable, that provision shall be enforced to the maximum extent permissible so as to effect the intent of the parties as reflected by that provision, and the remainder of the Terms of Use shall continue in full force and effect. Any failure by Newmarket to enforce or exercise any provision of the Terms of Use or related right shall not constitute a waiver of that right or provision. The section headings used in the Terms of Use are purely for convenience and carry with them no legal or contractual effect.

CONTACTING US:

If you have any questions about these Terms of Use, our Privacy Policy or the practices of this Site, you may contact us at:
Newmarket International, Inc.
75 New Hampshire Avenue
Portsmouth, NH 03801
Attention: Legal Department