K2M SUBSCRIPTION TERMS AND CONDITIONS OF USE

(Lubrizol No. 9053)

The Agreement is effective upon customer acceptance and is by and between The Lubrizol Corporation having a place of business at 29400 Lakeland Boulevard , Wickliffe , Ohio   44092 (“Lubrizol”) and user (“Customer”).

Whereas Lubrizol desires to provide an online learning environment of online courses, reference materials for online learning and interactive forums.

Whereas Customer desires to use the on-line learning environment.

In consideration of the rights and obligations set forth herein the parties agree to the following terms and conditions:

ARTICLE I
Definitions

1.1 “Agreement” shall mean the terms and conditions of use herein.

1.2 “Content” shall mean information related to online courses, online lubrication fundamentals curriculum, online tests, reference material for on-line learning and discussion forums.

1.3 “External Sites” shall mean sites on the worldwide web that are owned and operated by third parties.

1.4 “Force Majuere” shall mean a fire, flood, explosion, strike (except for a strike by Lubrizol's employees), war, insurrection, embargo, government requirement, act of civil or military authority, act of God, or any similar event, occurrence or condition which is not caused, in whole or in part, by that party, and which is beyond the reasonable control of that party.

1.5 “Party or Parties” shall mean individually and/or collectively Lubrizol, and/or Customer.

1.6 “Service” shall mean the on-line learning environment operated by Lubrizol and its related activities including telecommunications medium and Content.

1.7 “Subscriber Content” shall mean content posted by the Customer using the Service.

1.8 “Transmission” shall mean any activities, data or other information transmitted electronically related to the Services.

ARTICLE 2
Customer Acceptance

2.1 Customer agrees that its participation in the Service is conditioned upon Customer's acceptance of the terms and conditions of this Agreement.

2.2 Customer agrees that it has accepted the terms and conditions of this Agreement by using the Service.

2.3 Customer agrees that Lubrizol has the right, in its sole discretion, to change or modify all or any part of the Service or this Agreement, at any time and such changes or modifications shall be effective immediately upon publication on the Service.

ARTICLE 3
Grant of License and Intellectual Property

3.1 Lubrizol grants to Customer a non-exclusive, non-transferable right to use the Service for Customer's own individual use without the right to sublicense third parties.

3.2 Customer grants to Lubrizol the non-exclusive, worldwide, royalty free, right to use, edit, copy, publish, distribute, translate, and make derivative works of any Subscriber Content.

3.3 Customer acknowledges and agrees that all intellectual property rights related to the Service and/or Content and/or in and to Lubrizol's intellectual property is, and will remain, the sole and exclusive property of Lubrizol.

ARTICLE 4
Use of Service Content

4.1 Customer acknowledges that the Service contains Content that is protected by copyright, trademarks and other proprietary rights of Lubrizol, it affiliates or its third parties licensors. Customer agrees to comply with any and all copyright notices, information, or restrictions contained in any Content available on or accessed through the Service.

4.2 Customer agrees it shall not copy, share, transfer, store, redistribute, modify, publish, transmit, sell, reproduce, create derivative works from, distribute, perform, display, or in any way exploit, any of the Content, in whole or in part, except as expressly permitted in this Agreement.

4.3 Customer may print the Content only for its own individual use, and further provided that Customer maintains all copyright and other notices contained in such Content. Customer shall not store electronically any portion of Content, except as may be temporarily stored by Customer's browser in its ordinary operation.

4.4 Customer agrees it shall not reverse engineer or have reversed engineered Services and/or Content.

ARTICLE 5
Service Rules of Conduct

5.1 Customer shall use the Service for lawful purposes only. Customer agrees it shall not upload to, or distribute or otherwise publish through the Service, any material which (a) is libelous, defamatory, obscene, pornographic, abusive, harassing or threatening, or otherwise objectionable to Lubrizol, in Lubrizol's sole discretion, (b) contains viruses or other contaminating or destructive features, (c) violates the rights of others, for example as Subscriber Content which infringes any copyright, trademark, patent, trade secret or violates any right of privacy or publicity, (d) violates any law or regulation including without limitation those governing export control, consumer protection, unfair competition, anti-discrimination or false advertising or (e) otherwise violates any applicable law.

5.2 Customer shall not distribute over the Service any advertising or solicitation of funds for goods and/or services. Customer shall not use the Service to solicit subscribers to join other online information services that are competitive with the Service.

ARTICLE 6
Subscribing Content

6.1 Customer agrees that Lubrizol has the right to review Subscriber Content but may not and has no obligation to review the material contained in Subscriber Content and is not responsible or liable for Subscriber Content.

6.2 Lubrizol reserves the right to cancel Customer's access and/or delete, move, or edit any of Subscriber Content (including messages posted in any forum) that it may determine, in Lubrizol's sole discretion, is unacceptable.

6.3 Customer agrees it shall be solely responsible and liable for any and all of Subscriber Content posted by Customer or by any other person using Customer's account.

ARTICLE 7
Subscriber Qualifications

7.1 As part of the registration process, Customer shall either be given a user identification and/or password. Customer agrees to provide accurate, complete and current registration information and Customer agrees to provide Lubrizol with any updates to that information promptly.

7.2 Individual subscriptions to the Service are available only to persons who are at least 18 years of age. Customer agrees its right to use the Service is personal to Customer and cannot be transferred to any other person. Authorized subscription owners shall not transfer subscriptions without the prior written consent of Lubrizol.

7.3 Customer is responsible for all use of Customer's account, whether or not authorized by Customer, and for ensuring that all use of Customer account complies with this Agreement.

7.4 Customer shall be responsible for obtaining communication services, computer equipment and other products or services necessary to access and use the Service. Customer shall be responsible for all charges associated with accessing and maintaining a connection to the Service including, but not limited to, charges imposed by an internet service provider, or the local telephone company or any other third party communications provider.

ARTICLE 8
Service and System Availability

8.1 Lubrizol shall use reasonable efforts to allow for system availability of the Service and if technical difficulties occur with the Service, Lubrizol shall make a reasonable effort to correct the problem; however Lubrizol is not responsible for any Customer down time or loss of any kind.

8.2 Customer agrees Lubrizol is not responsible for any technical difficulties resulting from the world wide web, internet access, computer hardware, software or down time as a result of the Service. Lubrizol shall not be considered in default in the performance of any obligation hereunder to the extent that the performance of such obligation is prevented or delayed by Force Majeure.

8.3 Lubrizol shall be available from 8AM EST to 5PM EST Monday through Friday unless it is a Lubrizol holiday, to answer questions submitted by phone, e-mail or discussion forum. Lubrizol shall make a reasonable effort to respond to Customer's technical questions on Content and the site within five (5) business days. Lubrizol shall provide Customer the total hours of support that are provided with the Service level purchased by Customer.

8.4 Subject to the obligations set forth in this Agreement, while Lubrizol's objective is to make the Service available twenty-four (24) hours per day, seven (7) days per week, Lubrizol may make the Service unavailable from time to time for any reason including, without limitation, routine maintenance. Customer acknowledges that due to circumstances both within and outside of the control of Lubrizol, access to the Service may be interrupted, suspended or terminated from time to time. Customer acknowledges and agrees that Lubrizol shall not be liable for any damages arising from any such interruption, suspension or termination of the Service and that Customer shall put into place contingency plans to account for such potential interruptions or suspensions.

8.5 Lubrizol reserves the right, but not the obligation, to monitor any or all Transmission in connection with the Service. Lubrizol further reserves the right to reject, suspend, censor or prohibit any Transmission that Lubrizol, in its sole discretion, determines may be prohibited by law, is inappropriate, or otherwise violates this Agreement. Lubrizol shall notify Customer of any such rejection, suspension, censorship or prohibition of a Transmission.

8.6 Customer acknowledges that Lubrizol is not responsible for the availability of, or the content located on or through, any External Site.

ARTICLE 9
Indemnity

9.1 Customer hereby agrees to indemnify, defend and hold Lubrizol and all of its officers, directors, employees, owners, agents, info rmation providers, affiliates and licensors (collectively, the "Representatives") harmless from and against any and all liability, losses, costs and expenses (including reasonable attorneys' fees) incurred by Lubrizol or any representative in connection with any claim arising out of any use or alleged use of the Service, Content and/or under this Agreement.

9.2 Lubrizol reserves the right to settle any matter, at its own expense, and further to assume, in its sole discretion, the exclusive defense and control and settlement of any matter otherwise subject to indemnification by Customer, and in such case, Customer agrees to cooperate with Lubrizol's defense of such claim.

ARTICLE 10
Disclaimer of Warranties; Limitation of Liability

10.1 Customer represents and warrants that Customer is authorized to grant all rights set forth herein.

10.2 THE SERVICE AND THE CONTENT ARE DISTRIBUTED ON AN "AS IS” BASIS. LUBRIZOL, MAKES NO WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF TITLE OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR IMPLIED WARRANTIES OF NON-INFRINGEMENT, WITH RESPECT TO THE SERVICE, ANY CONTENT OR ANY PRODUCTS OR SERVICES SOLD THROUGH THE SERVICE OR UNDER THIS AGREEMENT.

10.3 Customer agrees that neither Lubrizol or any third party provider nor their respective agents shall be liable for any direct, indirect, incidental, special or consequential damages arising out of the use of or inability to use the Service and/or Content, even if such party has been advised of the possibility of such damages.

10.4 Some states do not allow exclusion of implied warranties or limitation of liability for incidental or consequential damages, so those such limitations or exclusions contained in this Agreement may not apply to Customer. In such states, the liability of Lubrizol, the third party content providers and their respective agents shall be limited to the extent permitted by law of the State.

10.5 Under this Agreement Lubrizol's aggregate liability in connection with the Services and/or Content shall not exceed the fees the Customer actually paid to Lubrizol.

10.6 Each party shall have one (1) year from the accrual of a cause of action to bring such action. If either party fails to bring such action within one (1) year accrual, then such party shall be deemed to have waived whatever rights such party may have had in relation to such cause of action including all legal and equitable remedies.

ARTICLE 11
Term/Termination of Service

11.1 This Agreement shall terminate when the term of the Service level purchased by the Customer expires or is earlier terminated pursuant to the terms and conditions contained in this Agreement.

11.2 Lubrizol reserves the right, in its sole discretion, to restrict, suspend or terminate Customer's access to all or any part of the Service at any time for any reason without prior notice or liability and without any obligation to refund any portion of the fees paid.

11.3 Lubrizol may change, suspend or discontinue all or any aspect of the Service at any time, including the availability of any Service, Content or database without prior notice or liability.

ARTICLE 12
Miscellaneous

12.1 This Agreement shall be construed in accordance with the procedural and substantive laws of the State of Ohio .

12.2 This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof, and supersedes all previous written or oral agreements between the parties with respect to such subject matter.

12.3 The failure of either party to enforce any provision of this Agreement shall in no manner affect its right to later enforce such provision, except as stated in paragraph 10.6. No waiver by either party of any condition, or any breach, of this Agreement shall be deemed or construed as a further or continuing waiver of such condition or breach or of any other condition or breach.

12.4 The parties agree that the provisions which by their express terms are intended to survive termination of this Agreement.

12.5 The invalidity or unenforceability of any one or more phrases, sentences or paragraphs in this Terms and Conditions Agreement shall not effect the validity or enforceability of the remaining portions of these terms and conditions or any part therein.