Juno Online Services, L.P. Service Agreement Please read this agreement carefully. The Juno online service (the ``Service'') is operated by Juno Online Services, L.P. (``Juno LP'') and consists of computer online, interactive information, communication and transaction services provided by Juno LP. 1.1. This Service Agreement, and any further amendments to this Service Agreement made in writing by Juno LP or disseminated by Juno LP on the Service, shall constitute the entire agreement (the ``Agreement'') between Juno LP and you with respect to the Service and shall supersede all other communications and agreements with regard to the Service and the other matters covered by this Service Agreement. Other parties who are granted rights and protections under this Service Agreement are third party beneficiaries of this Service Agreement. 1.2. By completing the enrollment process to become a member of the Service and by using the Service and any software Juno LP provides to you (``Juno Software'') other than to read this Service Agreement, you agree to be bound and to abide by the Agreement as if you had signed this Service Agreement. Juno LP, in its sole discretion and from time to time, may amend the Agreement by notice to you. Each use by you of the Service reaffirms your agreement to be bound and to abide by the Agreement as amended. If you do not wish to be bound by the Agreement, you may continue to use neither the Service nor any software provided to you by Juno LP, and you shall immediately terminate your account with the Service as set forth below. 1.3. Juno LP may discontinue or alter any aspect of the Service at any time, without notice, without liability and in Juno LP's sole discretion. 2.1. You agree to provide Juno LP with accurate, current and complete information (``Member Registration Information'') for your registration as a member of the Service and to maintain and update this information as required to keep it accurate, current and complete. 2.2. You are responsible and liable for any activity by any person who uses your account with the Service. Other users of your account shall be bound by the Agreement under Section 1.2 as if they were you. You are responsible for maintaining the confidentiality of your password and for any liability resulting from disclosure of your password. You agree that, upon becoming aware that your password or account is (or possibly is) being used without authorization, you will immediately notify Juno LP. 2.3. You are responsible for obtaining and maintaining the equipment and telephone services necessary to access and use the Service and for any telephone charges associated with connecting to the Service. 3.1. You acknowledge that the Service and the Juno Software contains proprietary and confidential information. You agree not to modify, rent, lease, loan, sell, distribute or create derivative works based on the Service or the Juno Software, in whole or in part. 3.2. Juno LP (acting for D. E. Shaw & Co., L.P. (``DESCO'')) grants to you a limited license to use Juno Software under the terms and conditions set forth in this Service Agreement. All Juno Software provided to you is licensed, not sold, to you by Juno LP (acting for DESCO) and may be used only to connect to the Service from the United States of America and such other locations as Juno LP may authorize. Juno LP (acting for DESCO) grants to you a personal, non-transferable and non-exclusive right to use, in object code form only, each copy of Juno Software on your personal computers and other processors for use of the Service by your account. You are permitted to copy and archive Juno Software, as well as to distribute to third parties such copies as you make of the Juno Software, provided that all such copies contain the same copyright notice and proprietary markings as are on the original Juno Software; and provided further that you do not sell or otherwise dispose of any copy for compensation. You agree not to translate, reverse engineer, reverse compile, disassemble or make derivative works from Juno Software. You agree not to modify Juno Software in any manner or form, or to use modified versions of the Juno Software including (without limitation) for the purpose of obtaining unauthorized access to the Juno Service. You agree not to access the Service by any means other than through the interface that is provided by Juno LP for use in accessing the Service. You may neither sublicense Juno Software, nor sublicense or assign the license granted under this Agreement, without prior written authorization from Juno LP. 3.3. You acknowledge that content appearing on the Service may be protected by copyrights, trademarks or other proprietary or personal rights and that your use of such content will be governed by the laws which create those rights and provide for their enforcement. You agree that you shall not resell the Service or use the Service for any commercial solicitation without the prior written consent of Juno LP. You agree that you shall not, for a commercial purpose, upload, transmit, reproduce, distribute or participate in the transfer or sale, or in any way exploit, any content obtained through the Service. You agree that you may not use the Service to disseminate any e-mail message in a broad-based mailing (that is, a single message sent through the Service directly to more than 100 e-mail addresses simultaneously) without the prior written permission of Juno LP. 3.4. You agree that you will comply with all laws applicable to your use of the Service. You agree that you will not transmit on the Service any harmful, threatening, abusive, harassing, defamatory, vulgar, obscene, profane, hateful or other offensive material of any kind. You agree to comply with any operating rules provided or made available to you from time to time by Juno LP. Juno LP retains the right at any time to refuse or discontinue the use of any user name selected by you. You agree that you will not interfere with any other person's use and enjoyment of the Service or any other online service. 4.1. Juno LP, in its sole discretion, may monitor the public areas (for example, public mailing lists permitted on the Service) on the Service (whether currently existing or created in the future) and may use or disclose any information from such areas or related records consistent with any law, regulation or governmental request; to operate the Service; to protect members or other users; or to ensure compliance by members or other users with their agreements with Juno LP. Juno LP shall not intentionally monitor or disclose any private e-mail message but Juno LP retains the right to do so to the extent permitted or required by law. You agree that Juno LP may archive and make use of information relating to your use of the Service (including without limitation information relating to the frequency of your usage of the Service and information relating to the display of any advertisements transmitted to you). You agree that Juno LP, in its sole discretion, may use Member Registration Information and other information provided by you or relating to your use of the Service to facilitate the distribution of information to you by others and for other purposes deemed appropriate by Juno LP in its sole discretion, and may distribute any of such information to others in its sole discretion. 4.2 You expressly permit and authorize Juno LP to furnish you, electronically or by any other means selected by Juno LP, information prepared by Juno LP or by other entities, including advertising information and solicitations. You acknowledge that advertisements and solicitiations are an inseparable part of the Service; accordingly, you understand and agree that such advertisements and solicitations cannot be terminated unless the Service is also terminated. 5.1. WITH RESPECT TO INFORMATION, GOODS AND SERVICES PROVIDED ON OR THROUGH THE SERVICE, JUNO LP (I) HAS NO RESPONSIBILITY OR OBLIGATION WITH RESPECT TO (AND DOES NOT ENDORSE) ANY INFORMATION, GOOD OR SERVICE, (II) MAKES NO WARRANTIES WHATSOEVER (EXPRESS OR IMPLIED) WITH REGARD TO ANY INFORMATION, GOOD OR SERVICE (INCLUDING, WITHOUT LIMITATION, WARRANTIES OF ACCURACY, COMPLETENESS, USEFULNESS, MERCHANTABILITY, SAFETY OR FITNESS FOR A PARTICULAR PURPOSE) , (III) SHALL NOT BE A PARTY TO A TRANSACTION BETWEEN YOU AND ANY USER OF THE SERVICE AND (IV) SHALL NOT BE LIABLE, UNDER ANY CIRCUMSTANCE, FOR ANY LOSS, COST OR DAMAGE ARISING DIRECTLY OR INDIRECTLY FROM ANY ACT OR OMISSION OF ANY PERSON OR FROM ANY INFORMATION, GOOD OR SERVICE. Juno LP is a distributor (and not a publisher) of information disseminated by persons using the Service. 5.2. YOU AGREE THAT USE OF THE SERVICE IS AT YOUR SOLE RISK. NEITHER JUNO LP NOR ITS EMPLOYEES, AFFILIATES, AGENTS, REPRESENTATIVES, LICENSORS AND AUTHORIZED USERS WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR FREE; NOR DO THEY MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE. THE SERVICE AND ANY SOFTWARE PROVIDED TO YOU IN CONNECTION WITH THE SERVICE (``JUNO SOFTWARE'') IS PROVIDED ON AN "AS IS", "AS AVAILABLE" BASIS WITHOUT ANY WARRANTIES WHATSOEVER (EITHER EXPRESSED OR IMPLIED), INCLUDING, WITHOUT LIMITATION, WARRANTIES OF TITLE OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. NO ORAL ADVICE OR WRITTEN (INCLUDING ELECTRONIC) INFORMATION PROVIDED BY JUNO LP, ITS EMPLOYEES, AFFILIATES, AGENTS, REPRESENTATIVES, LICENSORS OR AUTHORIZED USERS SHALL CREATE A WARRANTY; NOR SHALL YOU RELY ON ANY SUCH ADVICE OR INFORMATION. 5.3. UNDER NO CIRCUMSTANCES (INCLUDING NEGLIGENCE) SHALL JUNO LP OR ANYONE ELSE INVOLVED IN CREATING, PRODUCING OR DISTRIBUTING THE SERVICE OR RELATED SOFTWARE, BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES THAT RESULT FROM THE USE OF OR INABILITY TO USE THE SERVICE OR THAT RESULT FROM MISTAKES, OMISSIONS, INTERRUPTIONS, DELETION OF FILES OR E-MAIL, DEFECTS, VIRUSES, DELAYS IN OPERATION OR TRANSMISSION OR ANY FAILURE OF PERFORMANCE. 5.4. You agree that the entire liability of Juno LP and of D. E. Shaw Development, L.P. (``Shaw Development'') and DESCO, which are affiliates of Juno LP, and your exclusive remedy with respect to the use of Juno Software, shall be the replacement of any diskette deemed by Juno LP to be defective. 5.5. You agree that any obligation or liability of Juno LP (or Shaw Development or DESCO) arising under (or relating to) the Agreement shall be without recourse to any partner of Juno LP, Shaw Development or DESCO, any controlling person of the foregoing or any successor to any such partner or person, and no such partner, controlling person or successor shall have any liability in such capacity for the obligations or liabilities of Juno LP, Shaw Development or DESCO. 6.1. You agree to indemnify Juno LP and its affiliates against liability arising from any use of the Service (including, without limitation, your dissemination of any information on the Service). 6.2. Either you or Juno LP may terminate your access to the Service and your account at any time, for cause or for no cause and upon written (including electronic) notice. Your only right with respect to any dissatisfaction with the Agreement or any terms, policies, or practices of Juno LP in operating the Service; any content available through the Juno Service; or any change to any of the foregoing, is to terminate your account. 6.3 Upon termination, you agree that (1) you shall immediately return any Juno Software (unless otherwise directed by Juno LP), (2) you shall have no right to access any stored content on the Service (and any such content will be forfeited), (3) Juno LP shall have no obligation to notify (and shall have no responsibility for the failure to notify) any person and (4) the license granted to you to use Juno Software shall immediately be terminated. 6.4. The failure of either party to insist upon or enforce strict performance by the other party of any provision of the Agreement shall not be construed as a waiver of any provision or right. Neither the course of conduct between parties nor trade practice shall act to modify any provision of the Agreement. 6.5. The Agreement and its enforcement shall be governed by, and construed in accordance with, the laws of the State of New York, without regard to conflicts-of-law principles. Each party irrevocably consents to the exclusive jurisdiction of the courts of the State of New York and the federal courts situated in the State of New York in connection with any action arising under the Agreement or relating to the Service or Juno Software. Any cause of action brought by or on behalf of you with respect to this Agreement, the Service or Juno Software must be commenced within one year after the claim or cause of action arose.