THIS AGREEMENT is between Tennyson Maxwell Information Systems, Inc., ("Tennyson"), and you, as purchaser of WebDisc services ("Purchaser"), for the purpose of having Tennyson duplicate the content of one or more websites ("the Website(s)").  Tennyson is prepared to provide such service, and to deliver the duplicated content, subject to this Agreement.  As Purchaser, you agree to the following:

1. Purchaser’s Representations and Warranties.  Purchaser represents and warrants (a) that Purchaser has valid and current authority to make a copy of the Website(s); (b) that duplication of the Website(s) on Purchaser’s behalf would not violate or infringe any right of any third party, in particular but not limited to intellectual property rights such as copyright and trademark rights; (c) that duplication of the Website(s) does not violate any prior agreements between Purchaser and any third parties; (d) that Purchaser has the power and authority to enter into this Agreement and to perform its obligations hereunder; and (e) that this Agreement has been duly authorized, executed, and delivered by the Purchaser and constitutes a legal, valid, and binding obligation of the Purchaser, enforceable against the Purchaser.
2. Indemnification. Purchaser agrees to defend, indemnify, and hold harmless Tennyson and its affiliates, officers, directors, employees, representatives, agents, successors, and assigns against and in respect of any and all loss, damage, liability, and expense (including attorneys’ fees) resulting from (a) any misrepresentations or breaches of any representation, warranty, or non-fulfillment of any obligation under this Agreement; (b) any and all actions, suits, proceedings, claims, demands, assessments, judgments, costs, and expenses incident to any of the foregoing.
3. Disclaimer of Warranties.  EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, TENNYSON HEREBY SPECIFICALLY DISCLAIMS ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, REGARDING ITS SERVICES AND PRODUCTS, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE.
4. Limitation of Liability.  UNDER NO CIRCUMSTANCES SHALL TENNYSON BE LIABLE TO PURCHASER OR ANY THIRD PARTY FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR EXEMPLARY DAMAGES (EVEN IF THAT PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), ARISING FROM ANY PROVISION OF THIS AGREEMENT SUCH AS, BUT NOT LIMITED TO, LOSS OF REVENUE OR ANTICIPATED PROFIT OR LOST BUSINESS, COSTS OF DELAY OR FAILURE OF DELIVERY, OR LIABILITIES TO THIRD PARTIES ARISING FROM ANY SOURCE.
5. Miscellaneous Provisions.  Relationship of the Parties. Each Party is acting as an independent contractor and not as an agent, partner, or joint venturer with the other Party for any purpose.  Governing Law.  This Agreement shall be governed by, and construed in accordance with, the laws of California, without regard to conflicts of laws provisions.  Each party hereby agrees to jurisdiction and venue in the courts of the State of California for all disputes and litigation arising under or relating to this Agreement.  Severability.  Regardless of which of us may have drafted this Agreement, no rule of strict construction shall be applied against either of us.  If any provision of this Agreement is determined by a court to be unenforceable, we will deem the provision to be modified to the extent necessary to allow it to be enforced to the extent permitted by law, or if it cannot be modified, the provision will be severed and deleted from this Agreement, and the remainder of the Agreement will continue in effect.  Entire Agreement.  This Agreement constitutes the entire agreement of the parties with respect to the subject matter hereof, into which all prior agreements, whether written or oral, are merged.  All Amendments in Writing.  This Agreement may not be amended or modified in any way, except in a written instrument signed by the party against which such amendment or modification is sought to be enforced.  No waiver by any party of any provision of this Agreement shall act as a continuing waiver of such provision or as a waiver of any other provision except as may be expressly set forth in writing by such party.  Succession.  This Agreement is binding upon and shall inure to the benefit of the parties hereto, their successors, assigns, and affiliates.