HOTLINE COMMUNICATIONS LTD. ("HOTLINE") END-USER WEB SITE AND SOFTWARE TERMS AND CONDITIONS OF USE

YOU SHOULD CAREFULLY READ THE FOLLOWING TERMS AND CONDITIONS BEFORE USING A HOTLINE WEB-SITE (A "WEB-SITE"), OR THE HOTLINE SOFTWARE WHICH CAN BE DOWNLOADED FROM A WEB-SITE AND ELSEWHERE, AND ANY ASSOCIATED MEDIA, PRINTED MATERIALS, AND "ONLINE" OR ELECTRONIC DOCUMENTATION (THE HOTLINE SOFTWARE AND SUCH ASSOCIATED MATERIALS AND DOCUMENTATION (INCLUDING THIS LICENSE), TOGETHER WITH ANY UPDATES AND SUPPLEMENTS, ARE REFERRED TO HEREIN AS THE "SOFTWARE"), OR ACCESSING ANY SERVER OPERATED, MAINTAINED OR HOSTED BY OR ON BEHALF OF HOTLINE (A "SERVER").

YOUR USE OF A WEB-SITE OR THE SOFTWARE OR YOUR ACCESS TO A SERVER MEANS THAT YOU ACCEPT THESE TERMS AND CONDITIONS.  IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS YOU SHOULD NOT USE THE SOFTWARE OR ACCESS A WEB-SITE OR SUCH A SERVER.  BY VISITING A WEB-SITE OR BY DOWNLOADING, INSTALLING, COPYING, OR OTHERWISE USING THE SOFTWARE OR BY ACCESSING SUCH A SERVER, YOU ACKNOWLEDGE THAT YOU HAVE READ THESE TERMS AND CONDITIONS, UNDERSTAND THEM, AND AGREE TO BE BOUND BY THEM. IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS, YOU MAY NOT USE THE SOFTWARE AND A WEB-SITE AND ANY USE IS A VIOLATION OF THESE TERMS AND CONDITIONS, AND IF THE SOFTWARE WAS MAILED TO YOU, YOU MUST RETURN THE MEDIA ENVELOPE ALONG WITH THE REST OF THE PACKAGE TO THE LOCATION WHERE YOU OBTAINED IT, WITHIN 30 DAYS FROM PURCHASE.

1. SINGLE COPY SOFTWARE LICENSE. The SOFTWARE is copyrighted and protected by law and international treaty.  You may download the SOFTWARE onto a single computer for your use only, unless specifically licensed to do otherwise by Hotline, for as long as you comply with the terms and conditions of this License.  This is a license, not a sale or other transfer of title, and you may not nor permit anyone else to (a) modify, decompile, reverse engineer, or disassemble, modify, or create derivative works based on the SOFTWARE in whole or in part; (b) remove any copyright or other Hotline proprietary notices; or (c) sell, rent, lease or loan the SOFTWARE.  You agree to prevent any infringing use of the SOFTWARE that you download for your use.

2. DISTRIBUTION.  You are hereby licensed to make copies of the SOFTWARE as you wish to give exact copies of the original SOFTWARE in its unmodified form to anyone and to distribute exact copies of the original SOFTWARE in its unmodified form via electronic means (Internet, BBS's, Shareware distribution libraries, CD-ROMs, etc.). You may not represent in any way that you are selling the SOFTWARE itself. Your distribution of the SOFTWARE will not entitle you to any compensation from Hotline.  You must distribute a copy of this License with any copy of the SOFTWARE and anyone to whom you distribute the SOFTWARE is subject to this License.

3. OWNERSHIP.   All title and intellectual property rights in and to the SOFTWARE and all information on a Web-Site or a SERVER (including but not limited to any images, photographs, animations, video, audio, music, or text), the accompanying printed materials, and any copies of the SOFTWARE are owned by Hotline or its suppliers, and may not be copied, reproduced, modified, published, uploaded, posted, transmitted, or distributed in any way, without prior written permission of the owner. All title and intellectual property rights in and to the content which may be accessed through use of the SOFTWARE is the property of the respective owner and may be protected by applicable copyright or other intellectual property laws and treaties. This License grants you no rights to use such content.  Except as expressly provided herein, Hotline and its suppliers do not grant you any express or implied right under any patents, copyrights, trademarks, trade secret information or other intellectual property of Hotline or its suppliers.  All rights not expressly granted herein are reserved by the owner.

4. TERMINATION OF THIS LICENSE. Hotline may terminate this License immediately without notice at any time if you are in breach of these terms and conditions of use.  You agree that upon such breach or termination you will immediately remove from the computer on which it has been installed any copy of the SOFTWARE and immediately destroy all of the SOFTWARE's documentation.

5. NO WARRANTY. THE SOFTWARE AND INFORMATION ON A WEB-SITE OR SERVER IS PROVIDED "AS-IS", AND TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAWS, HOTLINE AND ITS SUPPLIERS(FOR THE PURPOSES OF PROVISIONS 5 AND 6, HOTLINE AND ITS SUPPLIERS SHALL BE COLLECTIVELY REFERRED TO AS HOTLINE) EXPRESSLY DISCLAIM ALL WARRANTIES WITH RESPECT THERETO.  TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, HOTLINE DISCLAIMS ALL OTHER WARRANTIES AND CONDITIONS, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, WITH REGARD TO THE SOFTWARE, THE WEB-SITES, SERVERS OR THE FAILURE TO PROVIDE SUPPORT.

6. LIMITATION OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL HOTLINE BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR ANY OTHER PECUNIARY LOSS) ARISING OUT OF THE USE OF OR INABILITY TO USE THE SOFTWARE, THE WEB-SITE, SERVERS OR THE FAILURE TO PROVIDE SUPPORT, EVEN IF HOTLINE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ANY CASE, HOTLINE'S ENTIRE LIABILITY UNDER ANY PROVISION OF THIS LICENSE SHALL BE LIMITED TO THE AMOUNT ACTUALLY PAID BY YOU FOR THE SOFTWARE OR FOR ACCESS TO THE WEB-SITES OR A SERVER.  BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY, THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

7. USER SUBMISSIONS TO HOTLINE. Hotline does not want to receive confidential or proprietary information from you through a Web-Site.  Please note that any information or material sent to Hotline via a Web-Site will not be deemed to be confidential.  By sending Hotline any such information or material, you grant Hotline an unrestricted, irrevocable license to use, reproduce, display, perform, modify, transmit and distribute such material or information and you also agree that Hotline shall for any purpose be free to use any concepts, ideas, know-how, or techniques that you send to us.

8. STATISTICS.  Hotline may keep statistics regarding use of the SOFTWARE (e.g., IP address, directory listings, number of daily unique users, average sessions per user, average session time, certain system information, daily ad displays and ad click-through).  Further information regarding Hotline's privacy policy and use of information that Hotline collects is available at a Web-Site.  By using the SOFTWARE you expressly agree to Hotline's collection and use of such information.  Important information concerning your ability to update information and opt out of its collection is available at a Web-Site.

9. USER SECURITY. The SOFTWARE, as with most client/server based Internet applications, is vulnerable to various security issues and hence should be considered unsecured.  By using the SOFTWARE and the Internet in general, you may be subject to various risks such as but not limited to, unauthorized invasion of your privacy while using the SOFTWARE, exposure to objectionable material and/or parties, including without limitation, contaminated files and retrieval of information and data on your computer and other forms of activity that may be unlawful. You acknowledge that you are aware of security risks associated with the SOFTWARE.

10. EXPORT RESTRICTIONS. You agree that you will not export or re-export the SOFTWARE to any country, person, entity or end user subject to Canadian, U.S. or other applicable export restrictions. You specifically agree not to export or re-export the SOFTWARE: (i) to any country to which Canada or the U.S. has embargoed or restricted the export of goods or services, which currently include, but are not necessarily limited to Cuba, Iran, Iraq, Libya, North Korea, Sudan and Syria, or to any national of any such country, wherever located, who intends to transmit or transport the products back to such country; (ii) to any end-user who you know or have reason to know will utilize the SOFTWARE or portion thereof in the design, development or production of nuclear, chemical or biological weapons; or (iii) to any end-user who has been prohibited from participating in export transactions by any agency of a Government having jurisdiction.

11. GOVERNMENT END USERS. If you are the United States Government or are acquiring the SOFTWARE on behalf of the United States Government, then the United States Government agrees that, to the extent applicable:  (a) if the SOFTWARE is acquired by or supplied to the U.S. Department of Defense ("DOD"), the SOFTWARE is classified as "Commercial Computer Software" and the Government is acquiring only "restricted rights" in the SOFTWARE and its documentation, as defined in Clause 252.227-7013(c)(1) of the DFARS; (b) for any part of the United States Government other than DOD, then the government's rights in the SOFTWARE and its documentation will be as defined in Clause 52.227-19(c)(2) of the FAR or, for NASA, in Clause 18-52.227-86(d) of the NASA Supplement to the FAR.

12. DIGITAL FILES. Hotline Communications Ltd. makes no representations or warranties regarding digital files or other information owned by Hotline users.  Many digital files have been authorized for distribution over the Internet by their respective copyright owners.  You should be aware that digital files may have been created or distributed without copyright owner authorization and Hotline refers you to the terms and conditions above.  Users who infringe on copyrights may be held liable by the copyright owner.  Copying or distributing unauthorized digital files may violate applicable laws and result in the imposition of severe penalties.  COMPLIANCE WITH SUCH LAWS IS ENTIRELY YOUR RESPONSIBILITY.  You acknowledge that if you register the SOFTWARE with a Hotline Tracker operated, maintained or hosted by or on behalf of Hotline, and you are found to have infringed the copyright or other intellectual property rights of any person in connection with such use of the SOFTWARE or to have otherwise breached any term or condition of this License, Hotline will have the right to de-register you from such Hotline Tracker and immediately terminate this License.

13. CONTROLLING LAW AND SEVERABILITY. This License shall be governed by and construed in accordance with the laws of Canada and the Province of Ontario and the laws of Canada applicable therein, as applied to agreements entered into and to be performed entirely within Ontario between Ontario residents.  You agree to attorn to the exclusive personal jurisdiction and venue of the Courts of the Province of Ontario.  If for any reason a court of competent jurisdiction finds any provision of this License, or portion thereof, to be unenforceable, that provision of the License shall be enforced to the maximum extent permissible so as to effect the intent of the parties, and the remainder of this License shall continue in full force and effect.

14. AMENDMENTS. Hotline may amend these terms and conditions at any time by updating this posting; accordingly, we urge you to visit a Hotline Web-Site periodically to review the then current and effective terms and conditions, which shall be binding upon you.  You may not revise or amend these terms and conditions without the prior written authorization of an officer of Hotline.  Certain provisions of these terms and conditions may be superseded by expressly designated legal notices or terms located within this web site.

15. NO WAIVER. No delay or failure to take action under these terms and conditions will constitute a waiver by Hotline unless expressly waived in writing by a duly authorized officer of Hotline.

16.  ENTIRE AGREEMENT.  This License constitutes the entire agreement between the parties with respect to the use of the Software and its documentation, and supersedes all prior or contemporaneous understandings or agreements, written or oral, regarding such subject matter.  There shall be no contract for purchase or sale of the Software except upon the terms and conditions specified herein.  Any additional or different terms or conditions proposed by you are hereby rejected and shall be of no force and effect unless expressly agreed to in writing by Hotline.

(c)Hotline Communications Ltd., 1996-2001.  All rights reserved.