INTRODUCTION

Reposition, Inc., provides services to the Subscribing Organization and its Members expressly subject to these Terms of Service, which we may update at any time with or without notice. The Subscribing Organization can review the current version at http://www.yourfocusgroup.com.  THESE TERMS GIVE THE SUBSCRIBING ORGANIZATION, ITS MEMBERS AND REPOSITION, INC. CERTAIN RIGHTS AND RESPONSIBILITIES. IN THE EVENT OF ANY CHANGE TO THESE TERMS, THE SUBSCRIBING ORGANIZATION'S OR MEMBER'S FAILURE TO PROMPTLY DISCONTINUE USE OF THE SITE AND SERVICES WILL BE DEEMED TO INDICATE ITS ACCEPTANCE OF AND AGREEMENT TO BE BOUND BY SUCH CHANGES. BY COMPLETING THE REGISTRATION PROCESS OR FORM AND CLICKING THE "I ACCEPT"BUTTON, THE SUBSCRIBING ORGANIZATION AND EACH MEMBER: (A) MAKE THE REPRESENTATIONS IN SECTION 17, (B) ACCEPT AND AGREE TO BE BOUND BY THESE TERMS AND ANY SUCH CHANGED PROVISIONS, WITHOUT LIMITATION OR QUALIFICATION, (C) AGREE TO REGULARLY REVIEW THESE TERMS TO ENSURE THAT THEY ARE INFORMED OF ALL SUCH MODIFICATIONS AND ADHERE TO THEM, AND (D) AGREE THAT IT IS THEIR SOLE RESPONSIBILITY TO ENSURE THAT THE E-MAIL ADDRESSES FOR MEMBERS ON THE SITE AND THE SITE REGISTRATION ARE LEGITIMATE AND CORRECT, TO PROMPTLY UPDATE ALL SUCH E-MAIL ADDRESSES, AND TO CHECK MESSAGES TO SUCH ADDRESSES FREQUENTLY IN ORDER TO TIMELY REVIEW ANY NOTICES RECEIVED FROM REPOSITION, INC..

1. DESCRIPTION OF SERVICES; STATEMENT OF INTENDED USE

Reposition, Inc. currently provides each Member access to yourfocusgroup.com's application and web hosting, and to any optional fee-based professional services and our other services available from time to time (collectively, the "Services"). The Services, all information, products and services contained or described in the Services or any Linked Sites, may be accessed and used solely by the Member to which such password is assigned. Reposition, Inc. may at any time terminate the Services or any feature, or the Subscribing Member Organization's or it's Members' access as provided in Sections 4 and 5 hereof. All changes to the Services will be subject to these Terms.

2. REGISTRATION; BILLING INFORMATION

To establish an Reposition, Inc. hosted intranet Site, the Subscribing Member must complete the Site registration process. To become a Member, an individual must be specifically identified to the Subscribing Member, obtain its specific permission to access the same, and complete the Member registration form. The Subscribing Member and its Members must provide accurate and complete information upon Site registration contained in the registration form (the "Registration Information") as well as accurate and complete billing contact information on the billing form, ("Billing Information") and promptly update the Registration and Billing Information so that it is always accurate and complete. All notices and information sent by Reposition, Inc. to Members will be sent to their individual addresses.

3. REGISTRATION CODE; PASSWORD; SECURITY

Upon registration, the Subscribing Member will be assigned a password. The sharing of user login names and/or passwords by more than one individual to avoid the payment of member fees constitutes a violation of these Terms of Service.

The Subscribing Member will notify Reposition, Inc. immediately of any known or suspected unauthorized use, activities or disclosure of the Site or any information, or any other breach of security. Reposition, Inc. will not be liable for any failure by the Subscribing Member or its Members to comply with this Section 3 or any other provision of these Terms.

4. TERMINATION

Reposition, Inc., in its sole discretion, may terminate, cancel, suspend, limit, discontinue, and/or deactivate (temporarily or permanently) all or any part of the Services, registration, any password, registration, and/or the Subscribing Member's and/or its Members' access to and use of any part or all of their personally identifiable information (collectively, "Personal Information"), Registration Information,  the Services and/or the Site, and/or their rights under these Terms (all of the foregoing rights and actions to "Terminate"or a "Termination"), all at any time, including without limitation if (a) Reposition, Inc. believes that the Subscribing Member has violated or is threatening to violate these Terms or other policy of Reposition, Inc., its Third Party Providers or applicable law, has misused or is threatening to misuse the Services, or has conducted or is threatening to conduct any fraudulent, abusive, or illegal activity, (b) Reposition, Inc. believes that the Subscribing Member has accessed or is attempting to access any part of the Services or Content without authorization, or Registration, Site or Personal Information of any other Subscribing Member, (c) the Subscribing Member assigns its rights to the Site or the Site Name, (d) Reposition, Inc. discontinues the Services or any part thereof for any reason. Reposition, Inc. reserves the right to investigate the validity of any complaint presented to it which alleges that any site has been used to conduct fraudulent, abusive or illegal activity, or has been used in any way which violates these Terms. Such investigations may include logging on to the site and/or reviewing any data or information contained therein. Reposition, Inc. will not, however, provide any such information to any third party unless required by law or court order.

A Termination described in Section 4(a), (b), (c), or (d) may be made with or without notice and will be effective immediately. In the event of Termination, Reposition, Inc. may remove and/or permanently delete from its servers all of the Subscribing Member's  Information, Registration Information and Personal Information and all backup copies. Reposition, Inc. may (but will not be required to) remove from its servers and/or permanently delete all such Information and/or all backup copies thereof, without further notice and without any liability of Reposition, Inc. to the Subscribing Member or any third party. Notwithstanding anything in these Terms to the contrary, if Reposition, Inc. reasonably believes that the Subscribing Member or any of its Members has violated or is threatening to violate applicable law or the provisions of Section 4(b) or has conducted or is threatening to conduct any fraudulent, abusive, or illegal activity, Reposition, Inc. may, without any notice, refer the Subscribing Member and/or its Members to appropriate law enforcement agencies, and/or immediately remove and/or permanently delete the Site Information, Registration Information and/or Personal Information as otherwise provided herein. If a Subscribing Member are the subject of a Termination described in this Section 4, they may not re-register for or continue to use the Services in any manner or for any reason. If the Subscribing Member wishes to terminate its Site and use of the Services, it must notify Reposition, Inc. by sending an email to: support@yourfocusgroup.com. For information on this procedure, see our Privacy Statement at http://www.yourfocusgroup.com. The provisions of Sections 13 and 14 will survive any Termination under Section 4 or 5 and any discontinuance.

5. ACCESS TO SERVICES; SUPPORT; THIRD PARTY PROVIDERS; RIGHTS

Reposition, Inc. will provide the means for creating individual focus groups for members. We will make commercially reasonable efforts to ensure that the quality of the service we provide is of at least prevailing industry standards, and that access to the Site is available on a 24 x 7 basis. However, although Reposition, Inc. will use all reasonable efforts in good faith to avoid interruption of the Service, the Subscribing Member acknowledges and agrees that access to the Services information may be unavailable from time to time for any reason, including without limitation, interruption of major network connectivity, network and server outages, and backup and regular maintenance by Reposition, Inc. and any operators of our servers.

We offer free alternatives. These include free online help, free email support for all Members.

The Subscribing Member and its Members may access the Services and the Site only by means of the interface provided by Reposition, Inc..  Although the Services and Site are generally accessible worldwide, access may not be available to all persons or in all locations. Reposition, Inc. reserves the right to limit access to the Site or the Services by any Subscribing Member

The Subscribing Member will respect all proprietary rights of Reposition, Inc. and its Third Party Providers in and to the Content, Site Name, Services, and Site, any products or other services obtained therefrom.

6. FEES

All fees are payable in US dollars. All transmission fees, currency translation fees, wire and bank fees chargeable by or deducted from remittances by any bank, including the transmitting, intermediary or recipient bank are the responsibility of the remitting party (Subscribing Member). Merchant fees charged by Credit Card Companies and assessed to Reposition, Inc., will be absorbed by Reposition, Inc. and are expressly not the responsibility of the remitting party (Subscribing Member).

The obligation to pay fees rests with the Subscribing Member. Subscribing Members agree that should subscription charges not be paid in a timely manner, Reposition, Inc. may, in its sole discretion, discontinue service until such time as the payments are brought current. The Annual Subscription Fees are charged in accordance with Reposition, Inc.'s published prices at the time of initial subscription to the service.

Membership begins on the day in which payment was confirmed from Subscribing Member and continues for one year.  Fees for other services, including but not limited to extra disk storage, e-mail storage are also charged in accordance with the prices in effect at the time of purchase, or renewal.

7. STORAGE AND FILE DOWNLOAD/BANDWIDTH LIMITATIONS

Free storage space for the Subscribing Member is currently limited to 5 MB, and it may be impossible to store some data or information at the Site due to space constraints. The Subscribing Member agrees that Reposition, Inc. is not responsible or liable for any insufficient storage capacity or the deletion or failure to store data or information. Reposition, Inc. reserves the right to limit the file download and/or bandwidth capacity of any or all sites in its sole discretion if it deems such limitation to be in the best interests of the operating performance across all sites.

8. PRIVACY

Reposition, Inc. respects the privacy of its Subscribing Members and Members. Please read our Privacy Statement, which forms part of these Terms.

9. SUBSCRIBING MEMBER'S AND MEMBERS' RESPONSIBILITIES; MATURE AUDIENCE SITE DESIGNATION

All Site Information, Registration Information, Personal Information and other information stored, publicly posted or privately transmitted through the Services by the Subscribing Member, the confidentiality and privacy of all of the same and of the Site, and all uses of the Services and the Site by the Subscribing Member are their sole responsibility. Without limitation, the Subscribing Member is responsible for monitoring the contents, use of and access to the Site and all such Information, and use of and access thereto by Members who are minors. Without limitation, the Subscribing Member agrees that it and its Members will use the Services and the Site only in accordance with these Terms, and will not use them to:

a. upload, store, post, link to, email or otherwise transmit, distribute, publish or disseminate any Site Information, Content or other information (i) that is unlawful, harmful, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, pornographic, objectionable or libelous, or promotes such activity; (ii) that (or the transmission, distribution, publication or dissemination of which) infringes any patent, trademark, trade secret, copyright, or other rights or proprietary rights of any party, violates any contractual or fiduciary relationships (such as inside, proprietary or confidential information); (iii) that is harmful to minors; or (iv) that contains software viruses, trojan horses, worms, time bombs, cancelbots or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment or circumvent any "copy-protect"devices, any other harmful or disruptive program, or any warez, cracks, hacks, associated utilities or other piracy related information;

b. provide inaccurate, incomplete, outdated or misleading Registration Information or e-mail addresses, create a false identity or manipulate identifiers to mislead or to disguise the origin of any information stored on the Site or transmitted through the Services, or impersonate or otherwise misrepresent any affiliation with any person or entity;

c. modify, use, download, publish, upload, post, transmit, transfer, sell, reproduce, create new or derivative works from, license, distribute, perform, display, broadcast, exploit or otherwise copy any portion of the Services, Site Name, or any Content, or any products or other services (including software) obtained therefrom, or permit access to the same by any unauthorized person or entity;

d. interfere with or disrupt any links or click-through URLs provided through the Services, or servers or networks connected to the Services, or violate the regulations, policies or procedures of such servers or networks, or interfere with another Subscribing Member's use and enjoyment of the Services;

e. attempt to gain unauthorized access to the Services, Content, other Sites, Registration Information, Site Information or Personal Information, or other computer systems, servers or networks connected to the Services; or

f. violate (intentionally or unintentionally ) any applicable local, state, national or international law or regulation, including, but not limited to, regulations promulgated by the U.S. Securities and Exchange Commission, any rules of any securities exchange of any jurisdiction, laws regarding the transmission through the Services of technical data or software exported from the United States and/or the country(ies) in which the Subscribing Members, and laws and regulations regarding online conduct and acceptable content of the Subscribing Member's and its Members' transmissions, Site and Site Information.

Reposition, Inc. does not monitor information transmitted through the focus groups  or use thereof except to the limited extent permitted in these Terms or the Privacy Statement http://www.yourfocusgroup.com/privacy, but we have the right (but not the obligation) to delete, move or edit and to require the Subscribing Member to delete, move or edit any Registration, Site or Personal Information that violates the same. Reposition, Inc. reserves the right to examine the information or customer data contained within any Site, however, for the sole purpose of determining if a violation of these Terms of Service has occurred. The Subscribing Member must evaluate and bear all risks associated with use of any Site Information and any other information or products obtained from the Services, including any reliance on the accuracy, completeness or usefulness thereof.

10. BACKUP

Reposition, Inc. regularly backs up Site Information stored on the Site, and stores the same for a limited time. Subject to the limitations set forth in Sections 4 and 5 hereof, upon the Subscribing Member's request and payment of the then-current fee, we will make reasonable efforts to restore Site Information. Reposition, Inc. will have no liability for any failure to back up or restore such Site Information, or for interruptions, delay or suspension of access to or unavailability of Site, Registration or Personal Information, or any loss of such Information, data or transmissions.

11. WARRANTY INFORMATION AND DISCLAIMERS

THE SERVICES, CONTENT, SITE, THIS WEBSITE, LINKED SITES, SERVERS, STORAGE FACILITIES, AND ALL INFORMATION, SERVICE AND PRODUCTS ADVERTISED, PURCHASED, OBTAINED OR ACCESSED THROUGH THEM OR ANY THIRD PARTY PROVIDER (COLLECTIVELY, THE "MATERIALS") ARE PROVIDED "AS AVAILABLE" AND WITHOUT REPRESENTATIONS, WARRANTIES OR CONDITIONS OF ANY KIND. TO THE FULLEST EXTENT PERMITTED BY LAW, REPOSITION, INC. EXPRESSLY DISCLAIMS ALL EXPRESS, IMPLIED AND STATUTORY WARRANTIES, INCLUDING, BUT NOT LIMITED TO (A) WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT OF PROPRIETARY RIGHTS, (B) ANY WARRANTIES THAT THE MATERIALS WILL MEET THE SUBSCRIBING MEMBER'S OR ITS MEMBERS' REQUIREMENTS OR EXPECTATIONS, OR WILL BE RELIABLE, TIMELY, QUICK, CONSISTENT, SECURE, COMPLETE OR FREE OF ERRORS, INACCURACIES, INTERRUPTIONS, VIRUSES OR OTHER HARMFUL COMPONENTS, OR (C) ANY WARRANTIES CONCERNING THE USE OR THE RESULTS OF USE OF ANY OF THE MATERIALS.

THE SUBSCRIBING MEMBER ASSUMES TOTAL RESPONSIBILITY AND RISK FOR ITS USE OF THE MATERIALS. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES WILL REPOSITION, INC. BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, PUNITIVE OR OTHER DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLES) ARISING OUT OF OR IN ANY WAY CONNECTED WITH (A) PERFORMANCE, USE, INABILITY TO USE, MISUSE OR PROVISION OF THE MATERIALS, OR ANY FAILURE, DELAY, INTERRUPTION, SUSPENSION, CHANGES OR TERMINATION THEREOF, OR THE COST OF PROCURING SUBSTITUTES THEREFOR, (B) ANY ACTION TAKEN IN RESPONSE TO OR AS A RESULT OF ANY CONTENT OR INFORMATION IN THE MATERIALS, (C) FAILURE TO BACKUP OR STORE, LOSS OF ACCESS, DELETION OR UNAUTHORIZED ACCESS TO OR ALTERATION OR USE OF THE MATERIALS OR THE SUBSCRIBING MEMBER'S OR MEMBERS' TRANSMISSIONS, DATA, OR PERSONAL, REGISTRATION OR SITE INFORMATION, (D) ANY LOSS OR INTERRUPTION OF DATA, TRANSMISSIONS OR PERSONAL, REGISTRATION OR SITE INFORMATION RESULTING FROM NETWORK, SERVER OR SYSTEM OUTAGES, FILE CORRUPTION OR ANY OTHER REASON, (E) ANY INFRINGEMENT OF RIGHTS (INCLUDING, WITHOUT LIMITATION, INTELLECTUAL PROPERTY RIGHTS), (F) STATEMENTS OR CONDUCT OF ANY PARTY USING THE MATERIALS, OR (G) ORDER FULFILLMENT, CUSTOMER SERVICE, BILLING OR ACCOUNT COLLECTION BY A THIRD PARTY PROVIDER, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, EVEN IF REPOSITION, INC. HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE SUBSCRIBING MEMBER'S AND ITS MEMBERS' SOLE REMEDY IS TO DISCONTINUE USE OF THIS WEBSITE, THE SITE AND THE SERVICES. THESE LIMITATIONS WILL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, CONDITIONS AND/OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO THE SUBSCRIBING ORGANZIATION AND/OR ITS MEMBERS.

12. INDEMNITY The Subscribing Member agree, to the extent allowed under federal law, to indemnify and hold Reposition, Inc., its parents, subsidiaries, affiliates, officers, employees, sponsors and partners harmless from any claim, loss, cost, expense, demand, or damage, including reasonable attorneys' fees, arising directly or indirectly out of (a) the Subscribing Member's use of or connection to the Services, yourfocusgroup.com Website, or the Materials, (b) Site Information or other information transmitted or stored by the Subscribing Member through or on the Site or the Services, (c) activities in connection therewith, or (d) the Subscribing Member's  breach of this Agreement or violation of the rights of any other party.

13. PROPRIETARY RIGHTS The Services, this Website, and all Content, and all trademarks, including but not limited to all material distributed or presented to the Subscribing Member through the Services by Reposition, Inc. or its Third Party Providers or on the Linked Sites, and all rights and intellectual property rights therein, are the sole property of Reposition, Inc., or its Third Party Providers, and are protected by copyrights, trademarks, service marks, patents or other proprietary rights and laws. Any comments, suggestions or ideas or other information submitted to Reposition, Inc. through this Website, in writing, by e-mail or otherwise to Reposition, Inc. will be the property of Reposition, Inc. and Reposition, Inc. will have all rights therein without any obligation to compensate the Subscribing Member or its Members. All Site Information will remain the sole property of the Subscribing Member, its Members or any party with rights therein. Any rights not expressly granted herein are reserved.

14. MISCELLANEOUS

The Subscribing Member agrees that no joint venture, partnership, employment, or agency relationship exists between the Subscribing Member and Reposition, Inc. as a result of these Terms or use of or access to the Services, Content or Site. These Terms and the relationship among the Subscribing Member, and Reposition, Inc. are governed by and construed in accordance with the laws of Connecticut and the United States of America without regard to conflict of law provisions. The Subscribing Member hereby consent to the personal and exclusive jurisdiction and venue of the state and federal courts located in New London County, Connecticut,  U.S.A. in all disputes arising hereunder or out of or relating to the use of or access to the Services, Content or Site, and waive any jurisdictional, venue or inconvenient forum objections to such courts. Use of or access to the Services, Content and Site is not authorized in any jurisdiction that does not give effect to all provisions of these Terms. If any part of these Terms is determined by a court to be invalid, unenforceable or contrary to applicable law, then such provision will be deemed replaced by a valid, enforceable provision that most closely matches the intent of the original provision and the other provisions of these Terms will remain in force and effect. These Terms incorporate by reference all notices and policies contained on this Website, and constitute the entire agreement between the Subscribing Member, and Reposition, Inc. with respect to this Website, the Services, Content and Site, and supersede all prior or contemporaneous communications, whether electronic, oral or written, between the Subscribing Member and Reposition, Inc. with respect to this Website, the Services, Content and Site. Any failure of Reposition, Inc. to exercise or enforce any right or provision of these Terms will not constitute a waiver of such right or provision. The Subscribing Member and Reposition, Inc. agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to these Terms or the Services, Content or Site must commence within one (1) year after the cause of action arose; otherwise, such cause of action is permanently barred.

15. REPRESENTATIONS OF SUBSCRIBING MEMBER

By registering and accepting these Terms, the Subscribing Member, hereby represents and warrants to Reposition, Inc. that: a. s/he is the duly authorized and has the authority and legal capacity to register and accept these Terms on behalf of the Subscribing Member and to bind the Subscribing Member thereto, and/or to register and accept the same on his/her own behalf and to be bound thereby; b. all Members are at least 18 years of age, or are at least thirteen (13) years of age and have parental permission to establish a Site and/or use and access the Services; c. (i) the Subscribing Member is eligible to establish a Site, (ii) the Subscribing Member accept and agree to be bound by these Terms, and (iii) the Subscribing Member will regularly review these Terms, and in the event of any change, the Subscribing Member's failure to promptly discontinue use of the Services and Site as provided in Section 4 hereof will be deemed to indicate the agreement of the Subscribing Member, on its own behalf to accept and be bound by such changes.

16. NOTICES AND PROCEDURE FOR MAKING CLAIMS OF COPYRIGHT INFRINGEMENT

Pursuant to Title 17, United States Code, Section 512(c)(2), notifications of claimed copyright infringement should be sent to Reposition, Inc. P.O. Box 412 Hadlyme, CT 06439; (860) 434-0065 fax; email:jeff@repositioninc.com,

17. COPYRIGHT AND TRADEMARK INFORMATION

All trademarks, service marks and logos used in this Website are the property of their respective owners. All contents of this Website are the property of Reposition, Inc., Inc. and/or its suppliers. Copyright © 2005 Reposition, Inc., Inc. All Rights Reserved.

Refund Policy for checkout area:

The annual subscription to yourfocusgroup.com is for a twelve month period calculated from the date your order is confirmed. This subscription allows for unlimited launches of focus groups with up to 8,000 respondents for the total subscription period. If no focus groups have been launched within thirty days of membership, a full refund will be credited by either check, credit card within 10 days following the request. Subscription cancellations after the 30-day period following confirmation of your password and membership will be calculated at $10.00 per each remaining month in the subscription.