Website Terms of Use and Notices

Last Updated: October 2002

AGREEMENT BETWEEN YOU AND MAPLELOFT COMPANY
The MAPLELOFT Web Site is made up of various Web sites and Web pages operated by MapleLoft Company, 35 Corporate Drive, Burlington Massachusetts 01803 or its affiliates (collectively, the "MAPLELOFT Web Sites"). This Terms of Use and Notices applies to the MAPLELOFT Web Site and does not apply to the content of third parties.

The MAPLELOFT Web Sites are offered to you conditioned on your acceptance without modification of the terms, conditions, and notices contained herein. Your use of the MAPLELOFT Web Sites constitutes your agreement to all such terms, conditions, and notices. Your use of a particular MAPLELOFT Web Site included within the MAPLELOFT Web Sites may also be subject to additional terms outlined elsewhere in this agreement (the "Additional Terms"). Additionally, the MAPLELOFT Web Sites may themselves contain additional terms, codes of conduct or guidelines that govern use of those sites, including without limitation, particular features or offers (for example, chat areas).

In the event that any of the terms, conditions, and notices contained herein conflict with the Additional Terms or other terms and guidelines contained within any particular MAPLELOFT Web Site, then these terms shall control.

PRIVACY AND PROTECTION OF PERSONAL INFORMATION
See the Privacy Statement for disclosures relating to the collection and use of your personal information.

MEMBER ACCOUNT, PASSWORD, AND SECURITY
If a particular MAPLELOFT Web Site, or any product or service offered on any MAPLELOFT Web Site (each a "MAPLELOFT Site/Service", and collectively "MAPLELOFT Sites/Services") requires you to open an account, you must complete the registration process by providing us with current, complete and accurate information as prompted by the applicable registration form. You then will choose a password and a user name. You are entirely responsible for maintaining the confidentiality of your password and account. Furthermore, you are entirely responsible for any and all activities that occur under your account. You agree to notify MapleLoft immediately of any unauthorized use of your account or any other breach of security. MapleLoft will not be liable for any loss that you may incur as a result of someone else using your password or account, either with or without your knowledge. However, you could be held liable for losses incurred by MapleLoft or another party due to someone else using your account or password. You may not use anyone else's account at any time, without the permission of the account holder.
Some MAPLELOFT Sites/Services automatically provide you with a MapleLoft account when you open an account.

MODIFICATION OF THESE TERMS OF USE
MapleLoft reserves the right to change the terms, conditions, and notices under which the MAPLELOFT Sites/Services are offered, including but not limited to the charges associated with the use of the MAPLELOFT Sites/Services. You are responsible for regularly reviewing these terms and conditions and additional terms posted on particular websites. Your continued use of the MAPLELOFT Sites/Services constitutes your agreement to all such terms, conditions, and notices.

LINKS TO THIRD PARTY SITES
The MAPLELOFT Sites/Services may contain images of and links to third party Web sites ("Linked Sites"). The Linked Sites are not under the control of MapleLoft and MapleLoft is not responsible for the contents of any Linked Site, including without limitation any link contained in a Linked Site, or any changes or updates to a Linked Site. MapleLoft is not responsible for webcasting or any other form of transmission received from any Linked Site nor is MapleLoft responsible if the Linked Site is not working appropriately. MapleLoft is providing these links to you only as a convenience, and the inclusion of any link does not imply endorsement by MapleLoft of the site or any association with its operators. You are responsible for viewing and abiding by the privacy statements and terms of use posted at the Linked Sites.

Any dealings with third parties (including advertisers) included within the MAPLELOFT Sites/Services or participation in promotions, including the delivery of and the payment for goods and services, and any other terms, conditions, warranties or representations associated with such dealings or promotions, are solely between you and the advertiser or other third party. MapleLoft shall not be responsible or liable for any part of any such dealings or promotions.

NO UNLAWFUL OR PROHIBITED USE
As a condition of your use of the MAPLELOFT Sites/Services, you will not use the MAPLELOFT Sites/Services for any purpose that is unlawful or prohibited by these terms, conditions, and notices. You may not use the MAPLELOFT Sites/Services in any manner that could damage, disable, overburden, or impair any MAPLELOFT Site/Service(s) (or the network(s) connected to any MAPLELOFT Site/Service(s)) or interfere with any other party's use and enjoyment of any MAPLELOFT Site/Service(s). You may not attempt to gain unauthorized access to any MAPLELOFT Site/Service, other accounts, computer systems or networks connected to any MAPLELOFT Site/Service, through hacking, password mining or any other means. You may not obtain or attempt to obtain any materials or information through any means not intentionally made available through the MAPLELOFT Sites/Services.

USE OF SERVICES
The MAPLELOFT Sites/Services may contain e-mail services, bulletin board services, chat areas, news groups, forums, groups, personal web pages, calendars, photo albums, file cabinets and/or other message or communication facilities designed to enable you to communicate with others (collectively, "Communication Services"). You agree to use the Communication Services only to post, send and receive messages and material that are proper and, when applicable, related to the particular Communication Service. By way of example, and not as a limitation, you agree that when using a Communication Service, you will not:

Defame, abuse, harass, stalk, threaten or otherwise violate the legal rights (such as rights of privacy and publicity) of others.

Publish, post, upload, distribute or disseminate any inappropriate, profane, defamatory, obscene, indecent or unlawful topic, name, material or information.

Upload, or otherwise make available, files that contain images, photographs, software or other material protected by intellectual property laws, including, by way of example, and not as limitation, copyright or trademark laws (or by rights of privacy or publicity) unless you own or control the rights thereto or have received all necessary consents to do the same.

Use any material or information, including images or photographs, which is made available through the MAPLELOFT Sites/Services in any manner that infringes any copyright, trademark, patent, trade secret, or other proprietary right of any party.

Upload files that contain viruses, Trojan horses, worms, time bombs, cancelbots, corrupted files, or any other similar software or programs that may damage the operation of another's computer or property of another.

Use of meta tag searches on the web sites.

Advertise or offer to sell or buy any goods or services for any business purpose, unless such Communication Service specifically allows such messages.

Download any file posted by another user of a Communication Service that you know, or reasonably should know, cannot be legally distributed in such manner.

Falsify or delete any author attributions, legal or other proper notices or proprietary designations or labels of the origin or source of software or other material contained in a file that is uploaded.

Restrict or inhibit any other user from using and enjoying the Communication Services.

Violate any code of conduct or other guidelines which may be applicable for any particular Communication Service.

Violate any applicable laws or regulations.

Use, download or otherwise copy, or provide (whether or not for a fee) to a person or entity any directory of users of an MAPLELOFT Site/Service(s) or other user or usage information or any portion thereof.
MapleLoft has no obligation to monitor the Communication Services. However, MapleLoft reserves the right to review materials posted to a Communication Service and to remove any materials in its sole discretion. MapleLoft reserves the right to terminate your access to any or all of the Communication Services at any time, without notice, for any reason whatsoever.

MapleLoft reserves the right at all times to disclose any information as MapleLoft deems necessary to satisfy any applicable law, regulation, legal process or governmental request, or to edit, refuse to post or to remove any information or materials, in whole or in part, in MapleLoft's sole discretion.

Materials uploaded to a Communication Service may be subject to posted limitations on usage, reproduction and/or dissemination, you are responsible for adhering to such limitations if you download the materials.

MATERIALS PROVIDED TO MAPLELOFT OR POSTED AT ANY MAPLELOFT WEB SITE
MapleLoft does not claim ownership of the materials you provide to MapleLoft (including feedback and suggestions) or post, upload, input or submit to any MAPLELOFT Site/Service or its associated services for review by the general public, or by the members of any public or private group, (each a "Submission" and collectively "Submissions"). However, by posting, uploading, inputting, providing or submitting ("Posting") your Submission you are granting MapleLoft, its affiliated companies and necessary sublicensees permission to use your Submission in connection with the operation of their Internet businesses (including, without limitation, all MAPLELOFT Sites/Services), including, without limitation, the license rights to: copy, distribute, transmit, publicly display, publicly perform, reproduce, edit, translate and reformat your Submission; to publish your name in connection with your Submission; and the right to sublicense such rights to any supplier of a MAPLELOFT Site/Service.

No compensation will be paid with respect to the use of your Submission, as provided herein. MapleLoft is under no obligation to post or use any Submission you may provide and MapleLoft may remove any Submission at any time in its sole discretion.
By Posting a Submission you warrant and represent that you own or otherwise control all of the rights to your Submission as described in these Terms of Use including, without limitation, all the rights necessary for you to provide, post, upload, input or submit the Submissions.

SOFTWARE AND CONTENT AVAILABLE THROUGH THE MAPLELOFT SITES/SERVICES
All content and software (if any) that is made available to view and/or download in connection with the MAPLELOFT Sites/Services, excluding content and/or software that may be made available by end-users through a Communication Service, ("Software") is owned by and is the copyrighted work of MapleLoft Corporation and/or its suppliers and is protected by copyright laws and international treaty provisions. Your use of the Software is governed by the terms of the end user license agreement, if any, which accompanies or is included with the Software ("License Agreement"). You may not install or use any Software that is accompanied by or includes a License Agreement unless you first agree to the License Agreement terms.

For any Software not accompanied by a license agreement, MapleLoft Corporation hereby grants to you, the user, a revocable personal, non-transferable license to use the Software for viewing and otherwise using the particular MAPLELOFT Site/Service in accordance with these Terms of Use, and for no other purpose provided that you keep intact all copyright and other proprietary notices. Any reproduction or redistribution of the content and/or Software is expressly prohibited by law, and may result in severe civil and criminal penalties. Violators will be prosecuted to the maximum extent possible. WITHOUT LIMITING THE FOREGOING, COPYING OR REPRODUCTION OF THE CONTENT OR SOFTWARE TO ANY OTHER SERVER OR LOCATION FOR FURTHER REPRODUCTION OR REDISTRIBUTION IS EXPRESSLY PROHIBITED. You acknowledge that the Software, and any accompanying documentation and/or technical information, is subject to applicable export control laws and regulations of the USA. You agree not to export or re-export the Software, directly or indirectly, to any countries that are subject to USA export restrictions.

LIABILITY DISCLAIMER
THE INFORMATION, SOFTWARE, PRODUCTS, AND SERVICES INCLUDED IN OR AVAILABLE THROUGH THE MAPLELOFT SITES/SERVICES MAY INCLUDE INACCURACIES OR TYPOGRAPHICAL ERRORS. CHANGES ARE PERIODICALLY MADE TO THE MAPLELOFT SITES/SERVICES AND TO THE INFORMATION THEREIN. MAPLELOFT AND/OR ITS RESPECTIVE SUPPLIERS MAY MAKE IMPROVEMENTS AND/OR CHANGES IN THE MAPLELOFT SITES/SERVICES AT ANY TIME. ADVICE RECEIVED VIA THE MAPLELOFT SITES/SERVICES SHOULD NOT BE RELIED UPON FOR PERSONAL, MEDICAL, LEGAL OR FINANCIAL DECISIONS AND YOU SHOULD CONSULT AN APPROPRIATE PROFESSIONAL FOR SPECIFIC ADVICE TAILORED TO YOUR SITUATION.

MAPLELOFT CORPORATION AND/OR ITS RESPECTIVE SUPPLIERS MAKE NO REPRESENTATIONS ABOUT THE SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS, LACK OF VIRUSES OR OTHER HARMFUL COMPONENTS AND ACCURACY OF THE INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS CONTAINED WITHIN THE MAPLELOFT SITES/SERVICES FOR ANY PURPOSE. ALL SUCH INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND. MAPLELOFT AND/OR ITS RESPECTIVE SUPPLIERS HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS WITH REGARD TO THIS INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS, INCLUDING ALL IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, WORKMANLIKE EFFORT, TITLE AND NON-INFRINGEMENT.

YOU SPECIFICALLY AGREE THAT MAPLELOFT SHALL NOT BE RESPONSIBLE FOR UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA, ANY MATERIAL OR DATA SENT OR RECEIVED OR NOT SENT OR RECEIVED, OR ANY TRANSACTIONS ENTERED INTO THROUGH AN MAPLELOFT SITE/SERVICE. YOU SPECIFICALLY AGREE THAT MAPLELOFT IS NOT RESPONSIBLE OR LIABLE FOR ANY THREATENING, DEFAMATORY, OBSCENE, OFFENSIVE OR ILLEGAL CONTENT OR CONDUCT OF ANY OTHER PARTY OR ANY INFRINGEMENT OF ANOTHER'S RIGHTS, INCLUDING INTELLECTUAL PROPERTY RIGHTS. YOU SPECIFICALLY AGREE THAT MAPLELOFT IS NOT RESPONSIBLE FOR ANY CONTENT SENT USING AND/OR INCLUDED IN AN MAPLELOFT SITE/SERVICE BY ANY THIRD PARTY.

IN NO EVENT SHALL MAPLELOFT AND/OR ITS SUPPLIERS BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL DAMAGES OR ANY DAMAGES WHATSOEVER INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF USE, DATA OR PROFITS, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OR PERFORMANCE OF THE MAPLELOFT SITES/SERVICES, WITH THE DELAY OR INABILITY TO USE THE MAPLELOFT SITES/SERVICES OR RELATED SERVICES, THE PROVISION OF OR FAILURE TO PROVIDE SERVICES, OR FOR ANY INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS OBTAINED THROUGH THE MAPLELOFT SITES/SERVICES, OR OTHERWISE ARISING OUT OF THE USE OF THE MAPLELOFT SITES/SERVICES, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, EVEN IF MAPLELOFT OR ANY OF ITS SUPPLIERS HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. BECAUSE SOME STATES/JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE MAPLELOFT SITES/SERVICES, OR WITH ANY OF THESE TERMS OF USE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE MAPLELOFT SITES/SERVICES.

TERMINATION/ACCESS RESTRICTION
MapleLoft reserves the right, in its sole discretion, to terminate your access to any or all MAPLELOFT Sites/Services and the related services or any portion thereof at any time, without notice. MapleLoft may also terminate or suspend your access to MAPLELOFT Site/Service(s) for inactivity, as set forth, above, in "Storage Space and Other Limitations." MapleLoft shall have no obligation to maintain any content or to forward any unread or unsent messages to you or any third party.

GENERAL
Claims for enforcement, breach or violation of duties or rights under this agreement shall be adjudicated under the laws of the State of Massachusetts, without reference to conflict of laws principles. All other claims, including without limitation claims under or for violation of state consumer protection laws, unfair competition laws, and in tort, shall be adjudicated under the law of your state of residence. You hereby irrevocably consent to the exclusive jurisdiction and venue of courts in Middlesex County, Massachusetts, U.S.A. in all disputes arising out of or relating to the use of the MAPLELOFT Sites/Services. You agree that no joint venture, partnership, employment, or agency relationship exists between you and MapleLoft as a result of this agreement or use of the MAPLELOFT Sites/Services. You agree to indemnify and hold MapleLoft, its parents, subsidiaries, affiliates, officers and employees, harmless from any claim, demand, or damage, including reasonable attorneys' fees, asserted by any third party due to or arising out of your use of or conduct on the MAPLELOFT Sites/Services. MapleLoft reserves the right to disclose any personal information about you or your use of the MAPLELOFT Sites/Services, including its contents, without your prior permission if MapleLoft has a good faith belief that such action is necessary to: (1) conform to legal requirements or comply with legal process; (2) protect and defend the rights or property of MapleLoft or its affiliated companies; (3) enforce the terms or use; or (4) act to protect the interests of its members or others. MapleLoft's performance of this agreement is subject to existing laws and legal process, and nothing contained in this agreement is in derogation of MapleLoft's right to comply with governmental, court and law enforcement requests or requirements relating to your use of the MAPLELOFT Sites/Services or information provided to or gathered by MapleLoft with respect to such use. If any part of this agreement is determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of the agreement shall continue in effect. Unless otherwise specified herein, this agreement constitutes the entire agreement between the user and MapleLoft with respect to the MAPLELOFT Sites/Services and it supersedes all prior or contemporaneous communications and proposals, whether electronic, oral or written, between the user and MapleLoft with respect to the MAPLELOFT Sites/Services. A printed version of this agreement and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.

COPYRIGHT AND TRADEMARK NOTICES:
All contents of the MAPLELOFT Web Sites are: Copyright (c) 2002 MapleLoft Corporation and/or its suppliers, 5 Saran Avenue, Bedford, Massachusetts 01730 U.S.A. All rights reserved.

TRADEMARKS. MapleLoft, and/or other MapleLoft products and services referenced herein may also be either trademarks or registered trademarks of MapleLoft in the United States and/or other countries. The names of actual companies and products mentioned herein may be the trademarks of their respective owners.

The example companies, organizations, products, domain names, e-mail addresses, logos, people, places and events depicted herein are fictitious. No association with any real company, organization, product, domain name, e-mail address, logo, person, places or events is intended or should be inferred.

Any rights not expressly granted herein are reserved.