TERMS OF USE AND SERVICES AGREEMENT

(Effective as of August 2014)

IMPORTANT – THIS IS A LEGAL AGREEMENT BETWEEN YOU, ON AN INDIVIDUAL END USER BASIS AND WHEN ACTING AS AGENT FOR AND ON BEHALF OF AN ENTITY, NAMELY, YOUR EMPLOYER (referenced herein with “you” or with “your”) AND MOMENTIVE PERFORMANCE MATERIALS INC. (referenced herein as “MPM”).  YOU SHOULD READ CAREFULLY THE FOLLOWING TERMS AND CONDITIONS CONTAINED IN THIS TERMS OF USE AND SERVICES AGREEMENT (“Agreement”) BECAUSE THEY GOVERN YOUR ACCESS TO AND USE OF THE WEBSITE LOCATED AT www.momentive.com AND ANY RELATED INFORMATION, SERVICES, CONTENT, SOFTWARE FUNCTIONALITY AND/OR MATERIALS LOCATED THEREON (collectively, the “Site”).  MPM IS WILLING TO LICENSE TO YOU THE RIGHT TO USE THE SITE ONLY ON THE CONDITION THAT YOU AGREE TO ALL OF THE TERMS AND CONDITIONS SET FORTH IN THIS AGREEMENT.  IF YOU DO NOT AGREE WITH THE TERMS AND CONDITIONS SET FORTH IN THIS AGREEMENT, YOU ARE HEREBY INSTRUCTED TO STOP USE OF THE SITE.

1. LICENSE GRANT.  Subject to your continued compliance with the express terms and conditions of this Agreement, MPM hereby provides to you a revocable, limited, royalty-free, non-exclusive, non-transferable, and non-sublicenseable license to access and use the Site solely to obtain information about MPM products and/or services for personal or internal business purposes.  You may print materials and information from the Site solely for the foregoing purpose, provided that all hard copies contain all copyright and other applicable notices contained in such materials and you abide by any further restrictions set forth in this Agreement.  All rights not expressly granted under this Agreement are hereby reserved.  Accordingly, you are hereby prohibited from using the Site in any manner that is not expressly and unambiguously authorized by the terms and conditions of this Agreement.
2. REPRESENTATIONS AND WARRANTIES.  By downloading, accessing, or using the Site, you represent and warrant that (i) you are at least 18 years of age or the legal age of majority, whichever is greater; and (ii) you will at all times provide true, accurate, current, and complete information when submitting information to MPM through the Site; and (iii) you will at all times comply with the terms and conditions of this Agreement including, without limitation, the terms set forth in Section 1 (License Grant).  Any breach of the foregoing representations and warranties entitles MPM to immediately terminate this Agreement and/or seek any and all remedies available at law or equity.  If you do not agree to any term or condition, you should not access or otherwise use the Site.
3. USER NAME HANDLING POLICY. Registration for access to and use of certain portions of the Site may require both a user name and a password or adherence to other particular access requirements as designated by MPM in its sole discretion from time to time.  You hereby agree to consider your user name and password as confidential information and not to disclose such information to any third party without the prior express written consent of MPM, which may be withheld in its sole discretion.  You shall immediately notify MPM if you suspect or become aware of any loss or theft of your password or any unauthorized use of your user name and password.  MPM will not be liable for any loss or damage arising from your failure (whether inadvertent or intentional) to comply with these obligations.
4. PROPRIETARY RIGHTS.  This Agreement provides only a limited license to access and use the Site in accordance with the terms of this Agreement.  Accordingly, you hereby agree that MPM transfers no ownership or intellectual property interest or title in and to the Site to you or anyone else in connection with your use of the Site.  All text, graphics, user interfaces, visual interfaces, photographs, sounds, artwork, computer code (including html code), programs, software, products, information, and documentation as well as the design, structure, selection, coordination, expression, “look and feel,” and arrangement of any content contained on or available through the Site are exclusively owned, controlled, and/or licensed by MPM, its licensors or affiliates.  MOMENTIVE, the MPM logo, and all other names, logos, marks, and icons identifying MPM, its affiliates and any of their events, programs, products, and/or services, are owned exclusively by MPM, and any use of such marks without the prior express written permission of MPM is hereby expressly prohibited.
5. OTHER TERMS AND CONDITIONS.  Additional terms and conditions may apply to your purchase or use of products and/or services from MPM, including, without limitation, MPM’s Standard Conditions of Sale and Legal Disclaimer (collectively, “Additional Terms”).  Accordingly, you hereby agree that you shall be bound by and fully comply with any and all Additional Terms.  In the event of any conflict or inconsistency between the terms of this Agreement and the Additional Terms, the latter terms shall control only with respect to the subject matter thereof.
6. FORWARD LOOKING CAUTIONARY STATEMENTS. Certain statements on the Site may constitute “forward-looking statements” under the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended.  Actual results could vary materially depending on risks and uncertainties that may affect MPM’s operations, markets, services, prices and other factors as discussed in its filings with the Securities and Exchange Commission.  These risks and uncertainties include, but are not limited to, economic, competitive, legal, governmental and technological factors.  There is no assurance that MPM’s expectations will be realized.  MPM assumes no obligation to update or review any forward-looking statement, whether as a result of new information, future developments, or otherwise, except as otherwise required by law
7. PRIVACY POLICY.  MPM may collect and use personally identifiable information, including, without limitation, your name, phone number and email address (collectively, PII”) in connection with your access to and use of the Site.  Please review MPM’s Privacy Policy for a summary of MPM’s practices related to the collection and use of PII.
8. LINKS TO OTHER SITES.  MPM may in its sole discretion provide on the Site links to certain websites owned and controlled by third parties (collectively, “Third Party Sites”).  These Third Party Sites have not necessarily been reviewed by MPM and are owned, controlled and/or maintained solely by third parties over whom MPM exercises no control.  Accordingly, MPM hereby expressly disclaims and shall not have any liability or responsibility for the content, the materials, the accuracy of the information, and/or the quality of the products or services provided by, available through, or advertised on Third Party Sites accessible through links on the Site.  Moreover, the Third Party Sites do not imply an endorsement with respect to any third party, any content, any website, network, or page, or the products or services provided by any third party.
9. DISCLAIMER.  THE SITE IS PROVIDED ON AN “AS-IS” BASIS AND MAY INCLUDE ERRORS, OMISSIONS, OR OTHER INACCURACIES.  MPM MAKES NO REPRESENTATIONS OR WARRANTIES ABOUT THE SITE FOR ANY PURPOSE, AND HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OR ANY OTHER IMPLIED WARRANTY UNDER THE UNIFORM COMPUTER INFORMATION TRANSACTIONS ACT AS ENACTED BY ANY STATE.  MPM ALSO MAKES NO REPRESENTATIONS OR WARRANTIES THAT THE SITE WILL OPERATE ERROR-FREE, UNINTERRUPTED, OR IN A MANNER THAT WILL MEET YOUR REQUIREMENTS AND/OR NEEDS.  THEREFORE, YOU ASSUME THE ENTIRE RISK REGARDING THE QUALITY AND/OR PERFORMANCE OF THE SITE.  FOR ADDITIONAL DISCLAIMERS REGARDING THE SALE AND/OR USE OF MPM’S PRODUCTS AND/OR SERVICES, PLEASE REFER TO THE LEGAL DISCLAIMER.
10. LIMITATION OF LIABILITY.  IN NO EVENT SHALL MPM BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN ANY WAY CONNECTED WITH YOUR USE OF THE SITE AND/OR THIS AGREEMENT WHETHER BASED IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE.
11. SUBMISSIONS.  Any submission, review or other feedback (collectively, “Submissions”) by you on or through the Site that is received by MPM will be deemed to include a royalty-free, perpetual, irrevocable, transferable, sublicensable and non-exclusive right and license for MPM to adopt, publish, reproduce, disseminate, transmit, distribute, copy, use, create derivative works, and display (in whole or in part) worldwide, or act on any such Submission without additional approval or consideration, in any form, media, or technology now known or later developed for the full term of any rights that may exist in such content, and you hereby waive any claim to the contrary.
12. ENFORCEMENT.  You acknowledge that any breach, threatened or actual, of this Agreement, including, without limitation, violations or infringement of MPM’s intellectual property or proprietary rights, may cause irreparable injury to MPM, whereby such injury would not be quantifiable in monetary damages, and MPM would not have an adequate remedy at law.  In the event of such injury or potential for such injury, you therefore hereby agree that MPM shall be entitled, in addition to other available remedies, to seek and be awarded an injunction or other appropriate equitable relief from a court of competent jurisdiction restraining any breach, threatened or actual, of your obligations under any provision of this Agreement.
13. ENFORCING SECURITY.  Any actual or attempted use of the Site by you in violation of this Agreement may result in criminal and/or civil prosecution, including, without limitation, punishment under the Computer Fraud and Abuse Act of 1986 under U.S. federal law.  MPM reserves the right in its sole discretion to review, monitor, and/or record any information relating to your use of the Site (“User Information”) without any prior notice to or permission from you, including, without limitation, by archiving content and/or communications submitted to and/or sent by you through the Site.  MPM may share any User Information we obtain from you with any law enforcement organization in connection with any investigation or prosecution of possible criminal or unlawful activity.  MPM will also disclose User Information as required by any court order and/or subpoena.  In addition, MPM hereby reserves the right in its sole direction to at any time and without notice modify, suspend, terminate, and/or interrupt operation of or access to the Site, or any portion thereof, in order to protect the Site, MPM, or the business interests of MPM and/or its affiliates.
14. TERM AND TERMINATION.  This Agreement will take effect each and every time that you access and/or use the Site.  This Agreement will terminate automatically if (i) you fail to comply with its terms and conditions; or (ii) cease all use of the Site.  Termination will be effective without notice.  In addition, MPM may in its sole discretion terminate this Agreement upon notice to you for any or no reason.  Upon termination of this Agreement, any and all right(s) to use the Site shall immediately cease and you must promptly return to MPM (at the address listed below) all tangible embodiments of the Site in your possession or control.  Sections 2-6 and 8-17 shall survive the termination of this Agreement.
15. WAIVER & SEVERABILITY.  MPM’s failure to insist on upon strict performance of any of the terms and conditions of this Agreement by you will not
    operate as a waiver of any subsequent or other default or failure of performance.  If any part of this Agreement is determined by a court of competent jurisdiction to be invalid or unenforceable pursuant to applicable law or court order including, but not limited to, the warranty disclaimers and the liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision(s) that most clearly matches the intent of the original provision and the remainder of this Agreement shall continue in effect.
16. MISCELLANEOUS.  This Agreement has been made in and will be construed and enforced in accordance with the laws of the State of New York.  No joint venture, partnership, employment, or agency relationship exists between you and MPM as a result of this Agreement or your utilization of the Site.  Headings are for convenience only.  This Agreement and MPM’s Privacy Policy represent the entire agreement between you and MPM with respect to use of the Site, and hereby supersede all prior and/or contemporaneous communications and proposals, whether electronic, oral, or written between you and MPM with respect to the Site.  You may not assign or transfer any rights under this Agreement without the prior express written consent of MPM, which may be withheld in MPM’s sole discretion.  Please note that MPM reserves in its sole discretion the right to change the terms and conditions of this Agreement by posting a revised Agreement to the Site and/or mailing (including via email) notice thereof to you.  In addition, MPM may in its sole discretion, add, modify, and/or delete any aspect, functionality, service, program or other feature of the Site.  You hereby agree that MPM is under no obligation to upgrade, enhance, and/or modify the Site under any circumstances.  Your continued use of the Site following any announced change to this Agreement will be deemed to conclusively signal your acceptance of any change to this Agreement.  Therefore, you should immediately stop any and all use of the Site if you do not agree any with any changes.