Effective February 19, 2009

Welcome to “GE Asset Seller” (the “Site”). GE Asset Manager, LLC (“GE Asset Manager”) provides the Site to you subject to these Terms of Use.

1. Acceptance of Terms of Use; Privacy Notice. These Terms of Use constitute a binding agreement between you and GE Asset Manager. By accessing and/or using the Site, you agree to accept and be bound by these Terms of Use, including the Privacy Notice for the Site. IF YOU DO NOT AGREE TO THESE TERMS OF USE, YOU MAY NOT USE THE SITE.



2. Registration. In order to use the Site, you may be required to complete an online registration form and become an “Authorized User”. As part of such registration process, you will be required to provide GE Asset Manager with certain “User Information,” including personally identifiable information, about yourself, which you represent and warrant will be accurate and complete at the time of registration. GE Asset Manager reserves the right, at its sole discretion, to reject any user’s registration for any lawful reason. Registrants whose applications are rejected may not use the Site or attempt to re-register without GE Asset Manager’s prior express consent, or re-register using another individual’s information. Authorized Users agree to promptly update their User Information on the Site as necessary to ensure that such information at all times remains accurate and complete.



3. Passwords and Security. Use of the Site may require use of a username and password (together, “Password”). You shall be responsible for the security of your Password and agree to take all reasonable precautions to protect the security and integrity of the Password and to prevent its unauthorized use. Your Password should never be shared with anyone. You will be solely responsible for all actions taken that use your Password, including all purchases, sales and transmissions by you of electronic records and electronic signatures. You will immediately notify GE Asset Manager in writing if you become aware of any unauthorized access or use of your Password and/or the Site, or if your Password is lost or stolen. Such notice shall not release you from responsibility for such loss, theft, unauthorized access or use of your Password and/or the Site prior to GE Asset Manager’s receipt of such notice from you. GE Asset Manager shall be entitled to assess your Password and, if it determines that you are using a password it considers insecure, may at its discretion require you to change the password and/or terminate your account.



4. Fees. GE Asset Manager may charge Authorized Users various subscription, service, and/or use fees to use the Site. Any such fee(s) will be disclosed on the Site or in a direct communication to Authorized Users. All fees must be paid when due in U.S. dollars. If payment by credit card is an option and you elect to pay your fees by credit card, and GE Asset Manager does not receive payment from the card issuer or its agents, you agree to pay all amounts due upon demand by GE Asset Manager. Authorized Users are responsible for payment of all applicable taxes, if applicable. GE Asset Manager reserves the right, at its sole discretion, to change its fees at any time.



5. Changes to Terms of Use. GE Asset Manager reserves the right, at its sole discretion, to amend these Terms of Use at any time. IN THE EVENT OF ANY MATERIAL CHANGES, A NOTIFICATION WILL BE POSTED ON THE SITE FOR THIRTY (30) DAYS. Your continued use of the Site after such changes are posted will constitute your agreement to and acceptance of any and all such changes. Therefore, it is recommended that you periodically check the Site for updates. Notwithstanding the foregoing, if you are in the process of conducting a transaction and these Terms of Use change, the Terms of Use in effect at the start of the transaction shall apply to that transaction.



6. Capacity to Contract. Use of the Site may result in the formation of contracts between residents of different States. In order to use the Site, you must have the legal capacity to contract under the laws of State from which you are accessing the Site. Minors (i.e., individuals younger than the age specified by State law at which they can enter into a legally binding contract) may not use the Site. By using the Site, you represent that you have the legal capacity or authorization to form binding contracts.



7. Consent to Electronic Transactions. Your affirmative actions in using the Site, such as clicking “I Accept”, “Submit”, “Yes” and the like, and uploading of data to GE Asset Manager, signify that you agree to, adopt, and execute the action or electronic record with the intention to be legally bound. “Electronic records” refer to records or information created, generated, sent, communicated, received, or stored electronically. Such affirmative actions will have the same legal force, effect, validity, and enforceability as if you affixed a written signature to the electronic record, and such electronic signature and electronic record shall be deemed to satisfy the writing and delivery requirements of any applicable law. You agree to transmit and receive electronic records through the Site via the Internet using your Password. Our electronic or other properly stored copy of such electronic signatures and electronic records shall be deemed to be the true, complete, valid, authentic, and enforceable copy of them. You agree not to contest the admissibility, legal effect, validity, or enforceability of such electronic signatures or electronic records in any proceedings arising out of use of the Site. Further, you (a) acknowledge that, regardless of whether you are using a web browser with security features, we are unable to ensure that data contained in any related Internet transmission between us will not be intercepted by third parties, and (b) agree that GE Asset Manager will not be liable should any such interception occur.



8. Information Accuracy. You warrant that you will only post information on the Site that is accurate and complete. GE Asset Manager does not review, check or verify the accuracy or completeness, and is not responsible for the content of, any information submitted to and posted on the Site by any Authorized Users.



9. User Conduct. You agree that you will not:
   • Use the Site in any manner that could damage, disable, overburden, or impair the Site.
   
   
   
   • Interfere with the security of, or otherwise abuse, the Site, or any services, system resources, accounts, servers, or networks connected to or accessible through the Site or affiliated or linked sites. The use or distribution of tools designed for compromising security (e.g., password guessing programs, cracking tools or network probing tools) is strictly prohibited. If you become involved in any violation of system security, GE Asset Manager reserves the right to release your details to system administrators at other websites in order to assist them in resolving security incidents.
   
   
   
   • Disrupt or interfere with any other person’s use of the Site or affiliated or linked sites.
   
   
   
   • Attempt to obtain unauthorized access to the Site or portions of the Site that are restricted from general access.
   
   
   
   • Use or attempt to use another’s account, service, or system without authorization from GE Asset Manager.
   
   
   
   • Create or use a false identity on the Site.
   
   
   
   • Post or otherwise disseminate on or through the Site harassing, defamatory, libelous, tortious, offensive, threatening, obscene, or otherwise unlawful communications or materials of any kind, or materials that infringe or violate any third party’s copyright, trademark, trade secrets, privacy, or other proprietary or property right or that could constitute a criminal offense, give rise to civil liability, or otherwise violate any applicable law.
   
   
   
   • Use any robot, spider, or other automatic device, or manual process to monitor or copy the web pages or the content contained at the Site.
   
   
   
   • Allow access to or use of the Site or any component thereof by or for the benefit of any third parties who are not authorized users, including, without limitation, providing timeshare services, service bureau services, outsourcing or consulting services, without GE Asset Manager’s prior written consent, or for any unlawful purpose or in furtherance of any unlawful purpose.
   
   
   
   • Use the Site for real estate or business appraisals or other services not related to personal property appraisals.
   
   
   
   • Upload or transmit to GE Asset Manager’s computer systems any computer virus, worm, time bomb, or other harmful programming routine.
   
   
   
   • Frame any of the content of the Site, nor incorporate into another Site or other service any intellectual property of GE Asset Manager or its licensors.
   
   
   



10. Suspension or Termination of Access Rights. GE Asset Manager reserves the right, at its sole discretion, to investigate suspected violations of these Terms of Use, and to suspend or terminate any Authorized User’s use of all or part of the Site upon its reasonable belief that such Authorized User is in breach of any provision of these Terms of Use. Authorized Users whose rights have been suspended or terminated for violation of these Terms of Use may not, without GE Asset Manager’s prior permission, re-register (or cause a third party to register on their behalf) for use of the Site.



11. Changes to or Suspension of Service. GE Asset Manager reserves the right, at its sole discretion, to change, add, suspend, or discontinue any aspect of the Site at any time.



12. System Requirements. The table below contains the minimum and recommended system components required to use the Site. Please be sure your system has the recommended components for optimum performance:

    Component	Recommended	Minimum
    Connection	DSL, Cable Mode, or above	DSL/Cable 384k
    Operating System	Windows XP or above	Windows 2000
    Hardware	Compatible Printer	Compatible Printer
    Other Software	Adobe Acrobat Reader 6.0 (Use the link below to download this product.) http://www.adobe.com/products/acrobat/readstep2.html	Adobe Acrobat Reader 6.0
    Browser	Microsoft Internet Explorer 5.5 or higher (Use the link below to download this product.) http://www.microsoft.com/downloads/Browse.aspx?displaylang=en&categoryid=6	Microsoft Internet Explorer 5.5 or higher




13. Disclaimer of Warranties; Limitation of Liability.
    1. THIS SITE IS PROVIDED BY GE ASSET MANAGER ON AN “AS IS” AND “AS AVAILABLE” BASIS. GE ASSET MANAGER MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE OPERATION OF THIS SITE OR THE INFORMATION, CONTENT, MATERIALS, OR PRODUCTS INCLUDED ON THIS SITE. YOU EXPRESSLY AGREE THAT YOUR USE OF THIS SITE IS AT YOUR SOLE RISK. TO THE FULL EXTENT PERMISSIBLE BY APPLICABLE LAW, GE ASSET MANAGER DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. GE ASSET MANAGER DOES NOT WARRANT THE AVAILABILITY OR ACCURACY OF THE SITE, OR THAT THE SITE, ITS SERVERS, OR E-MAIL SENT FROM GE ASSET MANAGER ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
    
    
    
    2. GE ASSET MANAGER WILL NOT BE LIABLE FOR ANY DAMAGES OF ANY KIND, UNDER ANY THEORY OF LAW OR EQUITY, WHETHER FOR BREACH OF CONTRACT, TORT OR OTHERWISE, ARISING FROM THE USE OF THIS SITE, INCLUDING, BUT NOT LIMITED TO DIRECT, INDIRECT, THIRD PARTY, INCIDENTAL, PUNITIVE, AND CONSEQUENTIAL DAMAGES, EVEN IF ADVISED OF THE POSSIBILITY THEREOF. NOTWITHSTANDING THE FOREGOING, IN THE EVENT GE ASSET MANAGER IS FOUND TO BE LIABILE, OUR LIABILITY TO YOU OR TO ANY THIRD PARTY IS LIMITED TO THE GREATER OF (1) THE TOTAL FEES YOU PAID TO GE ASSET MANAGER IN THE 12 MONTHS PRIOR TO THE ACTION GIVING RISE TO THE LIABILITY, OR (2) $100. THE FOREGOING LIMITATION OF LIABILITY EXTENDS TO GENERAL ELECTRIC COMPANY, NORTHCORE TECHNOLOGIES, INC., AND THEIR RESPECTIVE DIRECT AND INDIRECT SUBSIDIARIES.
    
    
    
    3. CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.
    
    
    



14. Release. If you have a dispute with one or more users, you release GE Asset Manager (including our officers, directors, agents, subsidiaries, joint ventures and employees) from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such dispute. If you are a California resident, you waive California Civil Code §1542, which says: “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor.”



15. Indemnity. You agree to indemnify, hold harmless, and defend GE Asset Manager (including our joint venture partners, their parents, subsidiaries and affiliates, and each of their officers, directors, employees and agents) (together, the “Indemnified Parties”) from and against any and all liabilities, damages, costs, losses and expenses, including settlement awards and reasonable attorney’s fees incurred by an Indemnified Party that arise out of: (a) your breach of these Terms of Use; (b) your violation of any law; or (c) your infringement or misappropriation of the rights of any third party.



16. Confidentiality and Proprietary Rights.
    1. GE Asset Manager Information.
       1. Confidentiality. All GE Asset Manager Property (as defined in subsection (ii), below) posted on or used by GE Asset Manager in the operation of the restricted areas of Site is confidential to GE Asset Manager. Except as expressly provided in these Terms of Use, you shall not use or disclose any such restricted GE Asset Manager Property except to the extent necessary to facilitate your use of the Site in accordance with these Terms of Use. You acknowledge that any actual or threatened violation of this Confidentiality provision may cause irreparable, non-monetary injury to GE Asset Manager, the extent of which may be difficult to ascertain, and therefore agree that GE Asset Manager shall be entitled to injunctive relief in addition to all other remedies available at law and/or in equity.
       
       
       
       2. Ownership. GE Asset Manager (or its licensors, as applicable) retains all rights, title and interest, including, without limitation, all rights of copyright, patent, trademark, trade secret, and any other equivalent rights under applicable law, and all registrations, applications, renewals, extensions, continuations, divisions, reissues, or improvements thereof relating to the foregoing rights (together, “Intellectual Property Rights”), in and to all: (1) Copyrights – works of authorship, of any kind or medium, including written, pictorial or graphic materials and computer software, code, and other program materials (“Software”); (2) Patents – inventions, discoveries, ideas, and know-how relating to any process, business method, machine, manufacture or composition of matter; and (3) Trademarks – registered and unregistered trademarks, trade names, service marks, and logos (including, without limitation, the GE Monogram) (collectively, “Property”), posted, disclosed or otherwise made available by GE Asset Manager on the Site (“GE Asset Manager Property”). Except as expressly provided in these Terms of Use, Site visitors and Authorized Users shall not, through use of the Site, by virtue of these Terms of Use or otherwise, acquire any rights whatsoever in any GE Asset Manager Property.
       
       
       
       3. Limited License. Subject to Section 2 (“Registration”), above, and your compliance with these Terms of Use, GE Asset Manager grants you a non-exclusive, non-transferable, terminable, limited right to access, use and display the Site and the visible text, graphics, and images thereon and to view and download such text, graphics, and images only in connection with facilitating the purchase, tracking, appraisal or sale of personal property. You agree to reproduce all copyright and other proprietary notices on all such copies in the same manner and format that such copyright and other proprietary notices are included on the original GE Asset Manager Property posted on the Site.
       
       
       
       4. Restrictions. You may not: (1) modify, adapt, translate or create derivative works based upon the GE Asset Manager Property; (2) reverse engineer, decompile, decrypt, disassemble or otherwise attempt to discover the source code of any of the Site’s Software, or reduce such Software to a human readable form, or permit third parties to do so, or print or copy the HTML or other computer programs that are viewable at the Site; (3) resell, sublicense, publicly display, perform, distribute or publish the GE Asset Manager Property, or any copy, except that you may distribute permitted copies as incidental to your business activities conducted on the Site; (4) remove, obscure, or alter any copyright notice, trademark, or other proprietary rights notices affixed to or contained within the Site and the products and services offered therein; or (5) create any frames at any other Web sites pertaining to or using any of the information provided through the Site.
       
       
       
    2. User-Provided Information.
       1. No Right of Privacy or Confidentiality. In order to ensure compliance with these Terms of Use and applicable law, GE Asset Manager has the ability and right to access all information and content posted on the Site by any and all users. Consequently, no user should have any expectation that such information or content is subject to any right or privilege of privacy or confidentiality. GE Asset Manager reserves the right at all times to fully cooperate with any law enforcement authorities, or comply with any court order or subpoena requesting or directing GE Asset Manager to disclose any information concerning a user or registered user of the Site. BY ACCEPTING THESE TERMS OF USE YOU WAIVE AND HOLD HARMLESS GE ASSET MANAGER FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY GE ASSET MANAGER DURING OR AS A RESULT OF ITS INVESTIGATIONS AND/OR FROM ANY ACTIONS TAKEN AS A CONSEQUENCE OF INVESTIGATIONS BY EITHER GE ASSET MANAGER OR LAW ENFORCEMENT AUTHORITIES. Furthermore, GE Asset Manager reserves the right at all times to edit, refuse to post, or to remove any information or materials, in whole or in part, that in GE Asset Manager’s sole discretion are objectionable or in violation of these Terms of Use.
       2. Limited License. GE Asset Manager does not claim ownership of the materials you may provide to GE Asset Manager (including documents, feedback and suggestions), or upload, input or submit to GE Asset Manager. However, by uploading files, inputting information or otherwise communicating on, to or through the Site, you hereby grant to GE Asset Manager a perpetual, worldwide, irrevocable, non-exclusive, royalty-free, transferable (with right to grant sublicenses through multiple sublicenses) license to use, copy, adapt, distribute, display, reproduce, transmit, modify and edit such materials, in all media now known or hereafter developed, on the Site and otherwise in accordance with the procedures outlined on the Site (including our Privacy Notice).



17. Relationship of the Parties. You acknowledge that by using the Site, no confidential, fiduciary, contractually implied, or other relationship is created between you and GE Asset Manager other than the express contractual relationship provided in the Terms of Use and any other written agreement you may enter into with GE Asset Manager.



18. Third Party Sites. The Site may contain links and pointers to other Internet sites or resources. Links to and from the Site and other third party sites do not constitute an endorsement by GE Asset Manager or any of its affiliates of any third party resources or their contents. GE Asset Manager makes no representation or warranty, and takes no responsibility, for the accuracy, content, or any other aspect of these sites and disclaims any liability to you in connection with such sites. If you decide to visit any linked site, you do so at your own risk and it is your responsibility to take all protective measures to guard against viruses or other destructive elements.



19. Telecommunications Equipment and Charges. You are solely responsible for any and all telephone and other communications charges and equipment costs relating to your use of the Site. All transmissions by you via the Site shall be at your sole risk and GE Asset Manager shall not be responsible for any communications line failure, equipment, or systems failure or other occurrence.



20. Compliance with Laws. You agree that you will comply with all laws, rules and regulations issued by any government, or any authority, department or agency thereof (“Laws”) of the United States or any other jurisdiction where you are using the Site that are applicable to your use of the Site, including, without limitation, Laws governing business practices, contract formation and interpretation, competition, export controls, and data privacy and protection.



21. Governing Law and Jurisdiction. These Terms of Use and the Privacy Notice for the Site, and any and all disputes arising out of these Terms of Use or your use of the Site, shall be governed by the internal laws of the State of New York, without regard to the principles of conflicts of law. You hereby consent to the exclusive jurisdiction of and venue in the Supreme Court of the State of New York (New York County) and the United States District Court (S.D.N.Y.) for the adjudication of any such disputes, and will not assert as a defense lack of personal jurisdiction or inconvenient forum. Further, you hereby irrevocably waive, to the fullest extent permitted by law, any and all rights to trial by jury in any legal proceeding arising out of or relating to these Terms of Use or the transactions contemplated through the use of the Site.



22. For U.S. Users Only. Access to the Site is intended only for users located within the United States. GE ASSET MANAGER MAKES NO REPRESENTATION OR WARRANTY OF ANY KIND THAT USE OF THE SITE OUTSIDE OF THE UNITED STATES IS LAWFUL OR PERMISSIBLE. Those who access the Site from other jurisdictions are responsible for their compliance with local laws, as further provided in Section 20 (“Compliance with Laws”).



23. UCITA Disclaimer. You agree with us that the Uniform Computer Information Transaction Act or any version thereof, adopted by any state, in any form (“UCITA”), shall not apply to these Terms of Use. To the extent that UCITA is applicable, the parties agree to opt out of the applicability of UCITA pursuant to the opt-out provision(s) contained therein.



24. General Provisions. These Terms of Use constitute the entire agreement between you and GE Asset Manager, and supersede all prior or contemporaneous agreements with respect to the subject matter hereof. We may assign our rights and obligations under these Terms of Use but you may not. Any cause of action you may have with respect to your use of the Site, the services, or that is the subject of these Terms of Use must be commenced within one (1) year after the claim or cause of action arises. Any waiver of any rights of either party must be in writing, signed by the waiving party, and any such waiver shall not operate as a waiver of any future breach of these Terms of Use. The language in these Terms of Use shall be interpreted as to its fair meaning and not strictly for or against either party. If for any reason a court of competent jurisdiction finds any provision of these Terms of Use or portion thereof to be unenforceable, that provision shall be enforced to the maximum extent permissible so as to affect the intent of these Terms of Use, and the remainder of these Terms of Use shall continue in full force and effect.

Copyright © 2009 GE Asset Manager LLC. All rights reserved.