Terms of Use

VMLogix, Inc. ("VMLogix") makes information available on this Web site (this "Site"), subject to the following Terms of Use ("Terms"). By accessing this Site, you agree to these Terms. If you do not agree to all of these Terms, do not use this Site. VMLogix reserves the right to change these Terms at any time without notice. VMLogix reserves the right to seek all remedies available by law and in equity for any violation of these Terms. Any rights not expressly granted herein are reserved by VMLogix. These Terms represent the entire understanding relating to the use of this Site and supercede any prior or contemporaneous, conflicting or additional communications.

Eligibility

You must be eighteen (18) years of age or over to use this Site. By using the Site, you (a) represent and warrant that you have the right, authority, and capacity to enter into and to fully abide by these Terms, and (b) agree to comply with all applicable domestic and international laws, statutes, ordinances and regulations regarding your use of the Site and all applicable laws regarding the transmission of technical data exported from the United States or the country in which you reside.

Copyright

The materials on this Site are copyrighted and protected by worldwide copyright laws and treaty provisions. You may download one copy of the information ("Materials") found on this Site on a single computer for your personal, non-commercial internal use only unless specifically licensed to do otherwise by VMLogix in writing. Except as otherwise provided in this paragraph, no portion of this Site may be distributed or reproduced by any means, or in any form, without VMLogix's prior written permission.

COPYRIGHT NOTICE:

Pursuant to Section 512(c)(2) of the Copyright Revision Act, as enacted through the Digital Millennium Copyright Act, VMLogix designates an agent, as described below, to receive notifications of claimed infringement. If you believe that your work has been copied and is accessible on this Site in a way that constitutes copyright infringement, you may contact our legal counsel at legal@vmlogix.com.

Use of Software

The software and accompanying documentation available for download from this Site are the copyrighted work of VMLogix and/or third parties. Use of the software is governed by the terms of the End-User License Agreement which accompanies such software. If no license agreement accompanies the download, the terms of the license agreement which accompanied the original product being updated will govern. Such software is made available for download solely for use by end-users according to such End-User License Agreement. You are strictly prohibited from using, downloading or installing any such software unless you agree to the terms of the governing End-User License Agreement.

Use of Site Materials and Information

Except as otherwise indicated on this Site, you may view, print, copy, and distribute documents (but not software) on this Site subject to the following terms and conditions:

1. (a) The documents may be used solely for informational, personal, non-commercial purposes; (b) any copy of the documents or portion thereof must include all copyright and proprietary notices in the same form and manner as on the original; (c) the documents may not be modified in any way; and (d) VMLogix reserves the right to revoke such authorization at any time, and any such use shall be discontinued immediately upon notice from VMLogix.

2. Documents specified above do not include the layout or design of this Site. Elements of this Site are protected by trade dress or other laws and may not be imitated or reproduced in whole or in part.

3. Documents specified above do not include logos, graphics, sounds or images on this Site, which may be reproduced or distributed only when expressly permitted by VMLogix.

Member Account

If any VMLogix service or software require you to open an account, you agree to provide accurate, current and complete information in the Registration form. You will also choose a password and user name. If you provide any information in the Registration form that is false, inaccurate, out of date or incomplete, or a password or user name that contains any inappropriate, profane, defamatory, obscene, or indecent terms, VMLogix may suspend your account and refuse to provide you with any further service. You are responsible for maintaining the confidentiality of your password, and are fully responsible for all activities that occur through the use of your password or under your account. You agree to immediately notify VMLogix of any unauthorized use of your password or any other breach of security.

Forums, Chat Rooms and Newsgroups

Use of Chat Rooms: As a chat room or newsgroup user ("User"), you are responsible for your own communications and for the consequences of posting those communications. We do not represent or guarantee the truthfulness, accuracy or reliability of any material posted by Users or endorse any opinions expressed by Users. You acknowledge and understand that any reliance on materials posted by other Users will be at your own risk.

Content Policy: We do not screen communications in advance and are not responsible for screening or monitoring material posted by Users. You acknowledge and agree that VMLogix shall have the right, but not the obligation, in its sole judgment discretion to review, refuse or move any material posted by Users that violates these Terms, or which might be offensive, illegal, or that might violate the rights, harm, or threaten the safety of Users. If notified by a User of communications that allegedly do not conform to these Terms, we may investigate the allegation and determine in our sole discretion whether to remove, block or disable access to the communication. We also reserve the right, but do not undertake the affirmative obligation, to do so on our own initiative if we discover any such communications. We have no liability or responsibility to Users for performance or nonperformance of such activities. Furthermore, we reserve the right to terminate the access rights of Users and prevent their further access to the newsgroups and chat room facilities for violating our terms of use or any applicable law, and reserve the right to remove communications that, in our sole discretion, are abusive, harassing, disruptive, infringing, obscene, lewd, lascivious, excessively violent, illegal or otherwise objectionable.

In consideration of being allowed to use the chat room or newsgroup services provided by us on this Site, you agree, represent and warrant that you will not: (a) use the services for any purpose in violation of local, state or national laws of any country; (b) post, store or transmit material that is copyrighted, unless you are the copyright owner or have the permission of the copyright owner; (c) post, store or transmit material that reveals trade secrets, unless you own them or have the permission of the trade secret owner; (d) post, store or transmit material that infringes on any other intellectual property rights of others or on the privacy or publicity rights of others; (e) post, store or transmit material that is obscene, lewd, lascivious, excessively violent, defamatory, threatening, harassing, abusive, hateful, or embarrassing to another User or any other person or entity; (f) post, store or transmit sexually-explicit images; (g) post, store or transmit child pornography; (h) post, store or transmit advertisements or solicitations of business; (i) post, store or transmit chain letters or information relating to pyramid schemes; or (j) impersonate another person or User.

Please remember that any information that is disclosed in the newsgroups and chat room facilities becomes public information. By posting communications, you grant: (a) to us: royalty-free, perpetual, irrevocable nonexclusive license to use, reproduce, modify, publish, translate, distribute, perform and display those communications alone or as part of other works in any form, media, or technology, whether now known or hereafter developed; and (b) to other Users: the right to access, view, store and reproduce the communications for personal use.

Submissions, Comments and Feedback

Any questions, comments, suggestions, ideas, concepts, techniques, data, materials or information ("Feedback") that you provide to us shall not be regarded as confidential. We have no obligation of any kind with respect to any Feedback. We shall be free to reproduce, perform, use, disclose, exhibit, display, transform, create derivative works from, and/or distribute any Feedback without limitation. Further, we shall be free to use any ideas, concepts, know-how, data or techniques contained in any Feedback for any purpose whatsoever, including, but not limited to, developing, manufacturing and marketing products that incorporate such ideas, concepts, know-how, data or techniques.

Linking to Site

VMLogix permits anyone to link to this Site subject to the linker's compliance with the terms and conditions set forth below. A site that links to this Site:

1. May link to, but not replicate, content contained in this Site;
2. Must not create a frames or border environment or browser around content contained in this Site;
3. Must not present misleading or false information about VMLogix's services or products;
4. Must not misrepresent VMLogix's relationship with the linker;
5. Must not imply that VMLogix is endorsing or sponsoring the linker or the linker's services or products;
6. Must not use VMLogix's logos or trade dress without prior written permission from VMLogix;
7. Must not contain content that could be construed as obscene, libelous, defamatory, pornographic, or inappropriate for all ages;
8. Must not contain materials that would violate any laws;
9. Must agree that the link may be removed at any time upon VMLogix's request pursuant to VMLogix's reserved rights to rescind its consent to allow the link.

Links to Other Sites

This Site provides links to third-party Web sites, which are not under the control of VMLogix. You acknowledge and agree that VMLogix is not responsible for the availability of such Web sites, and does not endorse and is not responsible or liable for any content, advertising, products, or other materials on or available from such Web sites. You also acknowledge and agree that VMLogix shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such content, goods or services available on or through any such Web sites. All such Web sites are subject to the policies and procedures posted thereon. In addition, a link to a non-VMLogix Web site does not mean that we endorse or accept any responsibility for the content, or the use, of such Web site.

Viruses and Destructive Code

It is up to you to take precautions to ensure that whatever you select for your use is free of such items as viruses, worms, trojan horses and other items of a destructive nature.

Third-party Products and Services

This Site mentions third-party products and services for informational purposes. VMLogix makes no recommendations or endorsements about any third-party products and services. References to third-party services and products are provided by VMLogix "as is", without warranty of any kind, either express or implied.

Disclaimer, Limitation of Liability and Indemnification

EXCEPT AS EXPRESSLY PROVIDED OTHERWISE IN AN AGREEMENT BETWEEN YOU AND VMLOGIX, THE SOFTWARE, DOCUMENTS, FILES AND INFORMATION CONTAINED ON THIS SITE ARE PROVIDED "AS IS", AND ALL EXPRESS OR IMPLIED CONDITIONS, REPRESENTATIONS AND WARRANTIES, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, ARE DISCLAIMED.

VMLOGIX MAKES NO REPRESENTATIONS, WARRANTIES OR GUARANTIES AS TO THE QUALITY, SUITABILITY, TRUTH, ACCURACY OR COMPLETENESS OF ANY OF THE INFORMATION CONTAINED ON THIS SITE. ANY QUESTIONS REGARDING THE INFORMATION SHOULD BE DIRECTED TO THE PROVIDERS OF SUCH INFORMATION CONTAINED ON THIS SITE OR OTHER DOCUMENTS WHICH ARE REFERENCED BY OR LINKED TO THIS SITE.

IN NO EVENT WILL VMLOGIX BE LIABLE TO ANY PARTY FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR OTHER CONSEQUENTIAL DAMAGES FOR ANY USE OF THIS SITE OR ANY OTHER LINKED WEB SITE, INCLUDING, WITHOUT LIMITATION, RELIANCE ON ANY OF THE MATERIALS PREESENTED ON THIS SITE, ANY LOST PROFITS, BUSINESS INTERRUPTION, LOSS OF PROGRAMS, LOSS OF OTHER DATA ON YOUR INFORMATION HANDLING SYSTEM, OR OTHER ECONOMIC ADVANTAGE, EVEN IF VMLOGIX EXPRESSLY ADVISED OF THE POSSIBILITY OR FORESEEABILITY OF SUCH DAMAGES.

YOU AGREE TO INDEMNIFY AND HOLD VMLOGIX HARMLESS FROM, AND YOU COVENANT NOT TO SUE VMLOGIX FOR, ANY CLAIMS THAT MAY BE ASSERTED, ARISING OUT OF, RELATING TO, OR BASED ON USING THIS SITE OR ANY OF THE SERVICES PROVIDED ON OR MADE ACCESSIBLE BY THIS SITE.

SOME STATES DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU.

THIS SITE COULD INCLUDE TECHNICAL OR OTHER INACCURACIES. CHANGES ARE PERIODICALLY MADE TO THE INFORMATION HEREIN. HOWEVER, VMLOGIX MAKES NO COMMITMENT TO UPDATE MATERIALS ON THIS SITE.

General

Products and Services Availability

This Site can be accessed from countries around the world and may contain references to VMLogix services, programs, and products that have not been announced in such country. These references do not imply that VMLogix intends to announce such services, programs, or products in such country.

Governing Law and Forum

The terms of use set forth herein and any claims relating thereto shall be governed and construed in accordance with the laws of the Commonwealth of Massachusetts, without giving effect to the conflict of laws provisions thereof or of any other jurisdiction. You agree and hereby submit to the exclusive personal jurisdiction and venue of the Superior Court of Boston in the Commonwealth of Massachusetts and the United States District Court for the State of Massachusetts, with respect to any claims arising out of or relating to these Terms or your use of this Site.

International Use

VMLogix make no representation that this Site or its contents are appropriate and available for use in other locations and accessing them from territories where their content is illegal is prohibited. You may not use or export the contents of this Site in violation of United States export laws and regulations. If you use this Site from other countries, you are responsible for compliance with applicable local laws including, but not limited to, the export and import regulations of such countries.

Export Control Laws

Software available on this Site is subject to United States export controls. No software from this Site may be downloaded or otherwise exported or re-exported: (1) into (or to a national or resident of) Cuba, Iraq, Libya, Sudan, North Korea, Iran or any other country to which the United States has embargoed goods; or (2) to anyone on the United States Treasury Department's list of Specially Designated Nationals or the United States Commerce Department's Table of Denial and Prohibition Orders.

By downloading or using software from this Site, you are agreeing to the foregoing and all applicable export control laws. You are also warranting that you are not under the control of, located in, or a resident or national of any such country or on any such list. You agree to comply strictly with all United States. export control laws and assume sole responsibility for obtaining licenses to export or re-export as may be required.

The information on export control laws provided herein is not necessarily complete. For more information on export control laws, please refer to 15 C.F.R. ��736, 738, 744, 746, or telephone the United States Commerce Department, Bureau of Export Administration at (408) 998-7402, (202) 482-2440, or (202) 482-4811.

U.S. Government Restricted Rights

Any software which is downloaded from this Site for or on behalf of the United States of America, its agencies and/or instrumentalities, is provided with Restricted Rights. Use, duplication, or disclosure by the U.S. Government is subject to restrictions as set forth in subparagraph (c)(1)(ii) of the Rights in Technical Data and Computer Software clause at DFARS 252.227-7013 or subparagraphs (c)(1) and (2) of the Commercial Computer Software - Restricted Rights at 48 CFR 52.227-19, as applicable. Manufacturer is VMLogix, Inc., 111 Huntington Avenue, 31st Floor, Boston, MA 02199, USA.

Registrant Removal

In the event that we determine, in our sole discretion, that you have breached any of our terms of use, or have otherwise demonstrated conduct inappropriate for our community, we reserve the right to, with or without notice, (a) delete any or all content provided by you or your agent(s) to this Site; (b) terminate your access to this Site; (c) notify and/or send content to and/or fully cooperate with the proper law enforcement authorities for further action; and/or (d) take any other action which we, in our sole discretion, deem to be appropriate.

Please be advised that VMLogix actively and aggressively enforces its intellectual property rights.