HYPERTHERM CUTTING INSTITUTE

WEB SITE TERMS OF USE

PLEASE READ THESE TERMS OF USE CAREFULLY

Hypertherm, Inc. of 21 Great Hollow Road, Hanover, NH USA (“Hypertherm”) welcomes you to its Hypertherm Cutting Institute web site at www.hyperthermcuttinginstitute.com. These terms and conditions (the “Terms of Use”) govern your access to and use of the HCI Site. BY USING THE HCI SITE, YOU ACCEPT AND AGREE TO BE BOUND BY THESE TERMS OF USE AS APPLIED TO YOUR USE OF THE HCI SITE. IF YOU DO NOT AGREE TO THESE TERMS OF USE, PLEASE DO NOT ACCESS OR OTHERWISE USE THE HCI SITE. Hypertherm may change these Terms of Use from time to time, by posting such changes on the HCI Site, and your continued use of the HCI Site after such posting constitutes your acceptance of such changes.

Effective Date: November 7, 2011

1. Authorized Use; Restricted Materials. The HCI Site is intended to provide Hypertherm Channel Partners, Associates and customers with general information about Hypertherm products and the technology underlying such products. The HCI Site may be used by only those Hypertherm Channel Partners, Associates and customers who have received express written authorization from Hypertherm (including an individually assigned password) to use the HCI Site (“Authorized Users”). The HCI Site also contains certain instructional and training materials (the “Restricted Materials”) available for use by technical personnel employed by Hypertherm’s Channel Partners who have the necessary qualifications to service Hypertherm equipment. The Restricted Materials are reserved for the sole and exclusive use by such qualified technical personnel, and no Hypertherm customer or other user of the HCI Site is authorized by Hypertherm to access or use such Restricted Materials. Although the instructional materials and content on the HCI Site are intended to provide general information and guidelines in the use and servicing of Hypertherm products, IN NO EVENT SHOULD ANY HYPERTHERM PRODUCT EVER BE USED OR SERVICED WITHOUT FIRST CONSULTING AND COMPLYING WITH THE SPECIFIC OPERATING AND SAFETY INSTRUCTIONS CONTAINED IN THE APPLICABLE OPERATOR AND SERVICE MANUALS FOR SUCH PRODUCT, AND HYPERTHERM SHALL HAVE NO LIABILITY, AND HEREBY DISCLAIMS ALL LIABILITY FOR ANY DAMAGES ARISING FROM YOUR USE OF HYPERTHERM PRODUCTS.

2. Proprietary Rights. As between you and Hypertherm, and except for your Submitted Materials (as defined in Section 3 below), Hypertherm exclusively owns, all right, title and interest in and to the HCI Site, and all applications, software, code, content, services, information and materials thereon including, without limitation, product related information and documentation, audio, video, drawings, illustrations, photographs, renderings, instructional and training materials, courses, webcasts, RSS feeds, podcasts, files, text, data, graphics, logos and designs, and the look and feel, design and organization of the HCI Site (collectively, the “Site Content”), and the compilation of the Site Content, including but not limited to any copyright, trademark rights, patent rights and other intellectual property and proprietary rights therein. Your use of the HCI Site does not grant to you ownership or title of, in or to any Site Content or any other part of the HCI Site.

3. Submitted Materials. Certain areas of the HCI Site permit you to submit feedback, comments, suggestions, information, ideas, concepts, techniques, data, demos, methods, systems, designs, text, graphics, messages, proposals or other communications or materials (collectively, “Submitted Materials”). Any such submissions: are entirely voluntary on your part; shall be treated as non-confidential and non-proprietary; create no obligation whatsoever, express or implied, on the part of Hypertherm; and may be used by Hypertherm, without notice or compensation to you, in any manner. By uploading, posting, sending or submitting Submitted Materials on or to the HCI Site, you hereby grant to Hypertherm and its affiliates a royalty-free, fully paid-up, unrestricted, worldwide, perpetual, irrevocable, non-exclusive and fully transferable, assignable and sublicensable right and license to (a) use, sell, offer for sale, copy, reproduce, modify, adapt, publish, translate, disclose, create derivative works from, distribute, perform, display, make, sell, import and export the Submitted Materials or any derivation thereof, in whole or in part, in any format, medium or technology now known or later developed and (b) use (and permit others to use) the Submitted Materials in any manner and for any purpose (including, without limitation, commercial purposes) that Hypertherm deems appropriate in its sole discretion including, without limitation, to incorporate your Submitted Materials or any modification thereof, in whole or in part, into any technology, product or service; in the case of both (a) and (b), without payment or other consideration of any kind, or permission, notification or attribution to you or any third party.

You understand and agree that Hypertherm has no obligation, express or implied, to use the Submitted Materials, and that your submission of the Submitted Materials does not establish a confidential relationship with Hypertherm or obligate Hypertherm to treat such Submitted Materials as secret or confidential. Hypertherm may, but is not obligated to, pre-screen Submitted Materials or monitor any area of the HCI Site through which Submitted Materials may be submitted, and may delete or destroy any such Submitted Materials at any time without notice.

Furthermore, by submitting Submitted Materials on the HCI Site, you represent and warrant that (A) (i) such Submitted Materials are original to you and that no other party has any right, title or interest therein or, alternatively, (ii) you have the necessary licenses, rights, consents and permissions to use such Submitted Materials and submit them to the HCI Site for Hypertherm’s use in accordance with these Terms of Use; (B) such Submitted Materials do not infringe the copyright, trademark, patent, trade secret or other intellectual property rights, privacy rights or any other legal rights of any third party; and (C) you waive all “moral rights” you may have in such Submitted Materials.

YOU HEREBY IRREVOCABLY RELEASE AND FOREVER DISCHARGE HYPERTHERM AND ITS AFFILIATES, AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, SUCCESSORS AND ASSIGNS (THE “HYPERTHERM PARTIES”) FROM ANY AND ALL ACTIONS, CAUSES OF ACTION, CLAIMS, DAMAGES, OBLIGATIONS, LIABILITIES AND DEMANDS, OF EVERY KIND AND NATURE, WHETHER ABSOLUTE OR CONTINGENT, WHICH YOU NOW HAVE OR HEREAFTER MAY HAVE AGAINST THE HYPERTHERM PARTIES ARISING OUT OF OR RELATED TO THE SUBMITTED MATERIALS OR HYPERTHERM’S USE THEREOF PURSUANT TO THESE TERMS OF USE.

4. Limited License. The Site Content is provided by Hypertherm as a service to Authorized Users. Except as specifically provided herein, none of the Site Content may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means, without the prior written permission of Hypertherm in each instance. Subject to your compliance with these Terms of Use, Hypertherm grants you a non-exclusive, non-transferable, limited license to access, view, use and display the HCI Site and Site Content on your computer or other Internet-capable device. The HCI Site and Site Content are for your internal reference purposes only. Any commercial distribution, publishing or exploitation of the HCI Site, its services or the Site Content outside of your internal business is not allowed unless you have received the express prior written permission of Hypertherm.

5. Trademarks. The trademarks, logos, service marks and trade names that may be displayed on the HCI Site or on Site Content are registered and unregistered trademarks of Hypertherm and other persons (collectively, the “Trademarks”), and may not be used unless authorized by the Trademark owner. Nothing contained on the HCI Site should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any Trademark displayed on the HCI Site without Hypertherm’s written permission or that of the third party Trademark owner.

6. User Accounts. In order to use the HCI Site, you will need to create an account on the HCI Site and submit certain personal information. Hypertherm’s information collection and use policies with respect to your personal information are set forth in the HCI Site’s Privacy Policy, which is incorporated herein by reference for all purposes. When creating your account, you agree to provide only true, accurate, current and complete information, and you agree to keep such information true, accurate, current and complete. You accept all responsibility for all activities that occur under your account or password, if any. You agree not to sell, transfer or assign your account or allow others to use it, and you are responsible for maintaining the confidentiality of your user name and password. Hypertherm reserves the right, in its sole discretion and without notice to you, to terminate your account and/or to restrict your access to all or part of the HCI Site for any reason, including without limitation for extended periods of inactivity.

7. Rules of Conduct. While accessing or using the HCI Site, the Site Content and the various other features available on the HCI Site, in addition to any other supplementary terms and conditions, rules or guidelines that may be posted or otherwise made available in connection with particular areas or features on the HCI Site, you agree that you shall not do or attempt to do any of the following:

• use the HCI Site if you are not an Authorized User;
• impersonate any person or entity or misrepresent your affiliation with any other person or entity;
• insert your own or a third party’s advertising, branding or other promotional content (including, without limitation, hyperlinks) into any of the HCI Site, its services or any Site Content (including, for example and without limitation, in an RSS feed or podcast received from Hypertherm or otherwise through the HCI Site), or into any of your Submitted Materials;
• use, redistribute, republish or exploit any part of the HCI Site, its services or any Site Content for any commercial or promotional purposes, or contact any other user of the HCI Site for commercial or promotional purposes, or offer to buy or sell any product or service on or through your activities on the HCI Site or in a Forum (as defined in Section 8 below);
• alter, edit, delete, remove, fail to display, otherwise change the meaning or appearance of, or repurpose any of the Site Content, including, without limitation, any trademarks, trade names, logos, service marks, promotional taglines, or any other proprietary content or proprietary rights notices included therein or thereon;
• obtain or attempt to gain unauthorized access to other computer systems, materials, information or any services available on or through the HCI Site through any means, including through means not intentionally made publicly available or provided for through the HCI Site;
• engage in spidering, “screen scraping,” “database scraping,” harvesting of e-mail addresses or other personal information, or any other automatic or unauthorized means of accessing, logging-in or registering on the HCI Site, or obtaining lists of users or other information from or through the HCI Site, including, without limitation, any information residing on any server or database connected to the HCI Site;
• use the HCI Site, its services or any Site Content in any manner that could interrupt, damage, disable, overburden or impair the HCI Site or interfere with any other party's use and enjoyment of the HCI Site, such as sending mass unsolicited messages or “flooding” servers with requests;
• circumvent, reverse engineer, decrypt, or otherwise alter or interfere with (or attempt, encourage or support any one else’s attempt to do any of the foregoing) the HCI Site, its services or any Site Content, except that you may decompile a portion of the HCI Site, its services and/or any Site Content only to the extent permitted by law where this is indispensable to obtain the information necessary to achieve the interoperability of an independently created program with the HCI Site, its services or any Site Content or with another program and such information is not available from Hypertherm or elsewhere;
• create any links from the HCI Site (or include any links in your submissions to any Forum (as defined in Section 8 below) or any other part of the HCI Site) directed to web sites or content owned or maintained by third parties;
• frame any third-party web sites or content, in any manner that would constitute or could be interpreted as an endorsement or sponsorship by Hypertherm of any third party web site, content, information or other materials, or in any manner that would violate the terms and conditions of any such third party web sites;
• upload, post, transmit, distribute or otherwise publish to, on or through the HCI Site, its services or any Site Content, any information, content or materials, including without limitation any Submitted Materials, which are false, fraudulent, misleading, unlawful, threatening, abusive, harassing, hateful, racially, ethnically or otherwise objectionable, libelous, defamatory, obscene, vulgar, offensive, incendiary, pornographic, profane, sexually explicit or indecent, including without limitation, any material which encourages conduct that would constitute a criminal offense, give rise to civil liability or otherwise violate any local, state, national or international law;
• use the HCI Site, its services or any Site Content to, or in any other manner, violate, plagiarize or infringe the rights of third parties, including without limitation, copyright, trademark, trade secret, confidentiality, contract, patent, rights of privacy or rights of publicity or any other proprietary or legal right;
• upload, post, publish, distribute or otherwise transmit any information or material which constitutes or contains a virus, spyware, or other harmful component, or which contains any embedded links, advertising, chain letters or pyramid schemes of any kind; or
• use the HCI Site, its services or any Site Content, in whole or in part, in violation of any applicable law.

8. Public Forums. The HCI Site may include certain features allowing users to interact and communicate with each other and/or with the general public (such as messaging services, chat services, bulletin boards, message boards, blogs and other similar forums, areas and services) (collectively, the “Forums”). All of the terms and conditions set forth in these Terms of Use (as well as any other applicable, supplementary terms and conditions posted or otherwise made available in connection with particular features or services on the HCI Site or its services) are applicable to your use of the Forums. It is important to remember that content submitted to a Forum may be recorded and stored in multiple places, both on the HCI Site and elsewhere on the Internet, and you may have no control over who will access or view them eventually. Therefore, you should be careful and selective about the information that you choose to disclose in such Forums and on the HCI Site in general about yourself and others, and in particular, you should not disclose any sensitive, personally identifiable, proprietary or confidential information in your submissions to the Forums.

9. Right to Monitor and Editorial Control. Hypertherm reserves the right (but does not have nor assume any obligation) to monitor and/or review all information and materials posted or otherwise submitted to the HCI Site (including, without limitation, the Forums). Hypertherm is not responsible for any such materials. However, Hypertherm reserves the right at all times to disclose any information as necessary to satisfy any law, regulation or government request, or to edit, refuse to post or to remove any information or materials, in whole or in part, that in Hypertherm’s sole discretion, are objectionable or in violation of these Terms of Use, any of Hypertherm’s policies or applicable law. Hypertherm may also impose limits on certain features or restrict your access to part or all of the HCI Site, without notice or penalty, if Hypertherm believes you are in breach of these Terms of Use or applicable law, or for any other reason without notice or liability.

10. Indemnification. You agree to defend, indemnify and hold harmless Hypertherm, its affiliates and its and their directors, officers, employees and agents from any and all claims, liabilities, costs and expenses, including without limitation reasonable attorneys' fees, arising in any way from (a) your use of the HCI Site, its services or any Site Content, (b) your Submitted Materials, in whole or in part, or (c) your breach or violation of the law or these Terms of Use. Hypertherm reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, and in such case, you agree to cooperate with any such defense.

11. Linking to the HCI Site. You agree that, without the prior express permission of Hypertherm: (a) if you include a link from any other web site to HCI Site, such link shall open in a new browser window and shall link to the home page of the HCI Site; (b) you are not permitted to link directly to any image hosted on the HCI Site, such as using an “in-line” linking method to cause the image hosted by, or on behalf of, us to be displayed on another web site; and (c) you may not link from any other web site to the HCI Site in any manner such that the HCI Site, or any page of the HCI Site, is “framed,” surrounded or obfuscated by any third party content, materials or branding. The posting or creation of a link to the HCI Site signifies that you have read the restrictions described herein and agree to abide by their terms. Hypertherm may, in its sole discretion, insist that any link to the HCI Site be discontinued, and Hypertherm may revoke your right to link to the HCI Site from any other web site at any time upon written notice to you.

12. Third Party Web Sites. You may be able to link from the HCI Site to third party web sites and third party web sites may link to the HCI Site (“Linked Sites”). You acknowledge and agree that Hypertherm has no responsibility for any information, content, advertising, products, services or other materials on any Linked Sites, and that links to Linked Sites do not constitute an endorsement, approval or sponsorship thereof by Hypertherm. If you choose to rely on any Linked Site, you are doing so at your own risk and you assume all responsibilities and consequences resulting from such choice.

13. DISCLAIMER OF WARRANTIES. THE HCI SITE, SITE CONTENT, USER CONTENT (AS DEFINED BELOW) AND ALL SERVICES MADE AVAILABLE ON THE HCI SITE (SUCH SITE CONTENT, USER CONTENT AND SERVICES COLLECTIVELY, FOR PURPOSES OF THIS SECTION 13, THE “HCI SERVICES”) ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, AND, TO THE EXTENT PERMITTED BY LAW, HYPERTHERM DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, WITH RESPECT TO THE HCI SITE, AND HCI SERVICES, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. SOME STATES DO NOT ALLOW THE DISCLAIMER OF IMPLIED WARRANTIES SO THE FOREGOING DISCLAIMER MAY NOT APPLY TO YOU. WITHOUT LIMITING THE FOREGOING, NO ADVICE OR INFORMATION OBTAINED FROM THE HCI SITE SHALL BE DEEMED TO CREATE ANY WARRANTY WHATSOEVER, AND HYPERTHERM MAKES NO REPRESENTATION OR WARRANTY WITH RESPECT TO THE USE OR THE RESULTS OF YOUR USE OF THE HCI SITE OR HCI SERVICES, OR AS TO THE QUALITY, RELIABILITY, ACCURACY, TIMELINESS, OR COMPLETENESS OF THE HCI SITE OR HCI SERVICES, OR AS TO THE PERFORMANCE, FUNCTIONALITY, OPERATION, AVAILABILITY OR SECURITY OF THE HCI SITE OR HCI SERVICES, OR THAT ANY ERRORS OR DEFECTS IN THE HCI SITE OR HCI SERVICES WILL BE CORRECTED IN A TIMELY MANNER OR AT ALL, OR THAT THE HCI SITE OR HCI SERVICES WILL MEET YOUR SPECIFIC REQUIREMENTS. HYPERTHERM DISCLAIMS ANY DUTY TO UPDATE THE MATERIALS ON THE HCI SITE ALTHOUGH IT RESERVES THE RIGHT TO DO SO AT ANY TIME WITHOUT NOTICE. HYPERTHERM DOES NOT ENDORSE, SUPPORT OR SANCTION, AND IS NOT RESPONSIBLE FOR THE ACCURACY, EFFICACY OR VERACITY OF ANY SUBMITTED MATERIALS OR OTHER INFORMATION, MATERIALS OR CONTENT UPLOADED, POSTED, PUBLISHED ON OR SUBMITTED BY USERS OF THE HCI SITE, OR ANY OPINION, RECOMMENDATION, ADVICE OR DATA EXPRESSED OR IMPLIED THEREIN (COLLECTIVELY, “USER CONTENT”), AND HYPERTHERM EXPRESSLY DISCLAIMS ANY AND ALL LIABILITY IN CONNECTION WITH SUCH USER CONTENT.

14. LIMITATION OF LIABILITY. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL HYPERTHERM OR ITS AFFILIATES, OR THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, CONTENT OR SERVICE PROVIDERS, LICENSORS, OR OTHER PARTIES INVOLVED IN CREATING, PRODUCING OR DELIVERING THE HCI SITE, OR THEIR RESPECTIVE SUCCESSORS OR ASSIGNS (COLLECTIVELY, THE “HCI SITE PARTIES”) BE LIABLE FOR ANY DIRECT,INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, CONSEQUENTIAL, OR PUNITIVE DAMAGES OF ANY KIND, OR FOR DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE OR DATA OR SYSTEM FAILURE ARISING OUT OF OR IN CONNECTION WITH, OR RELATED TO, THE USE OF, OR INABILITY TO USE, THE HCI SITE, ITS SERVICES, SITE CONTENT, USER CONTENT OR ANY OTHER INFORMATION, MATERIALS OR CONTENT MADE AVAILABLE ON THE HCI SITE, EVEN IF SUCH DAMAGES WERE FORESEEABLE OR HYPERTHERM HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL THE HCI SITE PARTIES BE RESPONSIBLE OR LIABLE FOR OR IN CONNECTION WITH ANY DISPUTE BETWEEN OR AMONG USERS OF THE HCI SITE, OR ANY CONTENT POSTED, TRANSMITTED, EXCHANGED OR RECEIVED BY OR ON BEHALF OF ANY USER OR OTHER PERSON ON OR THROUGH THE HCI SITE.

IN NO EVENT SHALL THE TOTAL AGGREGATE LIABILITY OF THE HCI SITE PARTIES TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION ARISING FROM THESE TERMS OF USE OR YOUR USE OF THE HCI SITE EXCEED, IN THE AGGREGATE, THE GREATER OF (A) THE AMOUNT(S), IF ANY, PAID BY YOU TO HYPERTHERM FOR YOUR USE OF THE HCI SITE, OR (B) ONE HUNDRED DOLLARS ($100). ALL USERS OF THE HCI SITE UNDERSTAND AND AGREE THAT THE MUTUAL AGREEMENTS MADE IN THIS SECTION 14 REFLECT A REASONABLE ALLOCATION OF RISK, AND THAT THE PARTIES HERETO WOULD NOT HAVE ENTERED INTO THESE TERMS OF USE WITHOUT THESE LIMITATIONS ON LIABILITY. THE LIMITATIONS STATED IN THIS SECTION 14 SHALL APPLY REGARDLESS OF THE FORM OF ACTION, WHETHER THE ASSERTED LIABILITY OR DAMAGES ARE BASED ON CONTRACT (INCLUDING, BUT NOT LIMITED TO, BREACH OF WARRANTY), TORT (INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE), STATUTE, OR ANY OTHER LEGAL OR EQUITABLE THEORY. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO CERTAIN USERS.

15. Governing Law; Jurisdictional Issues. These Terms of Use and all claims or causes of action arising out of or related to these Terms of Use, and the relationship between you and Hypertherm, shall be governed by and construed in accordance with the laws of the State of New Hampshire, without regard to the conflicts of laws principles thereof, and as necessary the laws of the United States of America. You agree that any cause of action that may arise under these Terms of Use shall be commenced and heard in the State and Federal Courts located in the State of New Hampshire, and you hereby agree to submit to the exclusive jurisdiction of such courts.

16. Termination and Suspension. Hypertherm may terminate, change, suspend or discontinue any aspect of the HCI Site immediately at any time. Hypertherm may restrict, suspend or terminate your access to the HCI Site, to any Site Content and/or its services if we believe you are in breach of the these Terms of Use or applicable law, or for any other reason without notice or liability. Hypertherm maintains a policy that provides for the termination in appropriate circumstances of the HCI Site use privileges of users who are repeat infringers of intellectual property rights.

17. Miscellaneous. Hypertherm’s failure to exercise or enforce any right or provision of the Terms of Use shall not constitute a waiver of such right or provision. If any provision of the Terms of Use is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in such provision, and the other provisions of the Terms of Use shall remain in full force and effect. These Terms of Use constitute the complete and exclusive statement of the agreement between you and Hypertherm regarding the subject matter hereof.

18. Copyright. We respect the intellectual property rights of others, and require that the people who use the HCI Site do the same. If you believe that your work has been copied in a way that constitutes copyright infringement in the United States of America, please forward the following information to Hypertherm’s Copyright Agent, designated as such pursuant to the Digital Millennium Copyright Act, 17 U.S.C. § 512(c)(2) (the “DMCA”), named below:

• Your address, telephone number, and email address;
• A description of the copyrighted work that you claim has been infringed;
• A description of where the alleged infringing material is located;
• A statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law;
• An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; and
• A statement by you, made under penalty of perjury, that the above information in your Notice is accurate and that you are the copyright owner or authorized to act on the copyright owner's behalf.

Copyright Agent:

Name: Brett Hansen
Phone: (603) 643 3441
Fax: (603) 643 2905
Email: brett.hansen@hypertherm.com

We will respond to notices of claimed copyright infringement in the United States of America in accordance with the DMCA.

19. Contacting Hypertherm. Questions, comments or inquiries should be addressed to hciadmin@hypertherm.com.