Amphus, Inc. Website User Agreement

PLEASE READ THIS AGREEMENT CAREFULLY: THIS IS A LEGAL AGREEMENT BETWEEN YOU AND AMPHUS, INC. ("AMPHUS") REGARDING THE AMPHUS OWNED AND OPERATED MANAGESITE SOFTWARE REGISTRATION WEBSITE (THE "WEBSITE"). PLEASE REVIEW THE FOLLOWING TERMS AND CONDITIONS CONCERNING YOUR USE OF THE WEBSITE. BY REGISTERING AS A USER OF MANAGESITE SOFTWARE, AND/OR UTILIZING THE WEBSITE, YOU AGREE TO FOLLOW AND BE BOUND BY THESE TERMS AND CONDITIONS. YOU ARE PERMITTED TO ACCESS, DOWNLOAD, AND USE MATERIALS ON THE WEBSITE AS SET FORTH BELOW ONLY UPON THE CONDITION THAT YOU ACCEPT ALL OF THE TERMS CONTAINED IN THIS WEBSITE USER AGREEMENT (THE "AGREEMENT"). IF YOU CLICK THE "YES" BUTTON YOU INDICATE YOUR AGREEMENT TO THE TERMS SET FORTH BELOW. IF YOU DO NOT AGREE TO THESE TERMS, PLEASE CLICK THE "NO" BUTTON TO EXIT REGISTRATION, AND DO NOT USE THIS WEBSITE. THE ACCESS, DOWNLOAD, USE, REPRODUCTION, OR DISPLAY OF ANY MATERIALS ON THE WEBSITE BY YOU OR BY A THIRD PARTY ON YOUR BEHALF CONSTITUTES YOUR ACCEPTANCE OF THIS AGREEMENT.

GENERAL USE PROVISIONS
All materials provided on this Website, including but not limited to information, documents, products, logos, graphics, sounds, images, software, and services ("Materials"), are provided either by AMPHUS or by its respective third party manufacturers, authors, developers and vendors ("Third Party Providers") and are the wholly owned and/or patented, copyrighted or trademarked work of AMPHUS and/or its Third Party Providers. Except as stated herein, none of the Materials may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means, including but not limited to electronic, mechanical, photocopying, recording, or other means, without the prior express written permission of AMPHUS or the appropriate Third Party Provider. This Website may not be used in any manner, including but not limited to, being linked to a "mirror" site on any other server without AMPHUS's prior written consent.

Except where expressly provided otherwise by AMPHUS, nothing on this Website shall be construed to confer any license to any of AMPHUS's or any Third Party Provider's intellectual property rights, whether by estoppel, implication, or otherwise. You acknowledge sole responsibility for obtaining any such licenses. See the "Contact Information" below if you have any questions about obtaining such licenses. Materials provided by Third Party Providers have not been independently reviewed, tested, certified, or authenticated in whole or in part by AMPHUS. In addition, AMPHUS does not provide, sell, license, or lease any of the Materials to third parties other than those Materials specifically identified as being owned by AMPHUS.

Subject to your payment of all license and registration fees which may be applicable to your use, AMPHUS hereby grants you permission to access, download and use the Materials on this Website provided that: (a) you accept the license terms and conditions governing use of the Materials; (b) the use of the Materials is solely for internal use and not for distribution, provision or display to third parties, except as may be permitted under the terms of this Agreement or the license terms and conditions; (c) such access, download and use is only in accordance with the documentation, instructions, and other information related to the Materials; and (d) the Materials are not modified in any way. This permission terminates automatically without notice immediately upon the breach of any of the terms of this Agreement or the license terms and conditions by you or by any person or entity acting on your behalf. Upon termination, you agree to immediately destroy all downloaded or printed Materials.

Any unauthorized use of any Materials contained on this Website may violate both Federal and state copyright, trademark, privacy, publicity, and communications regulations and statutes.

LINKS TO THIRD PARTY SITES
This Website may contain links to websites controlled by parties other than AMPHUS. AMPHUS is not responsible for and does not endorse or accept any responsibility for the contents or use of these third party websites or any transactions completed through such sites. AMPHUS and the Website permits such links only as a convenience, and the inclusion of any link does not imply endorsement by AMPHUS of the linked website, notwithstanding the inclusion on such site of the trademarks of AMPHUS or its Third Party Providers. It is your responsibility to take precautions to ensure that whatever materials you select for your use is sufficient for your purposes and is free of viruses or other items of a destructive nature.

SOFTWARE USE RESTRICTIONS
Any software that may be made available for download from this Website ("Software") is the copyrighted work of AMPHUS and/or Third Party Providers. Use of the Software is governed by this Agreement and the additional terms set forth in this Section ("Software Use Restrictions"), as well as any other terms and conditions made a part of any download process offered through the Website. For purposes of this Agreement, "Software" includes the third party computer software and/or materials provided with or incorporated into the Software, and any related materials or documentation thereto. You agree to the Software Use Restrictions by installing, copying, downloading, or using the Software. The Software is made available for downloading solely for use by end users according to this Agreement, including the Software Use Restrictions. Without limiting the foregoing, the copying or reproduction of the Software to any other server or location for further reproduction or redistribution is expressly prohibited. Any reproduction or redistribution of the Software not in accordance with this Agreement is expressly prohibited by law, and may result in severe civil and criminal penalties. Violators will be prosecuted to the maximum extent possible.

You may (a) install and use one copy of the Software for use by you; (b) use the third party computer software provided with or incorporated into the Software, and any related materials or documentation thereto, only in connection with the individual software programs for which they are licensed and solely for purposes of installing or operating the Software in accordance with the standard documentation accompanying the Software; and (c) make one copy of the Software in machine-readable form solely for back-up purposes. You must reproduce all proprietary notices on all copies that you make. If you are provided with any upgrades or new versions of the Software, you shall promptly replace, cease using, and destroy all superseded copies.

You and anyone acting on your behalf may not (a) modify, translate, reverse engineer, decompile, disassemble, derive source code, create derivative works based on, or copy the Software (except as stated above) or the accompanying documentation, except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation; (b) rent, transfer, provide, display, distribute or grant any rights in the Software in any form; (c) use the Software for any purpose other than to support your own internal use; (d) use the third party computer software or materials provided with or incorporated into the Software as stand-alone applications or other than with the individual software programs for which they are licensed; (e) remove any proprietary notices, labels or marks in or on the Software; (f) use the Software on any unsupported platform; or (g) use, copy, modify or transfer the Software or any copy, in whole or in part, except as expressly provided in this Agreement.

Title and copyrights in and to the Software and any copies thereof, are owned by and remain with AMPHUS and/or its Third Party Providers. The Software may be protected by copyright, patent, trade secret and other intellectual property laws, and international treaties. You may not copy the documentation accompanying the Software.

Unauthorized use or copying of the Software or otherwise failing to comply with the terms and conditions of this Agreement will result in automatic termination of the license granted under this Agreement and will entitle and/or its suppliers to other legal remedies. Upon termination of this Agreement for any reason whatsoever: (a) you must immediately cease using the Software, (b) all of the rights granted to you hereunder shall immediately cease, and (c) you must promptly destroy or erase all copies (including back-up copies) of the Software.

THE SOFTWARE IS PROVIDED TO YOU "AS IS" AND AMPHUS AND THE THIRD PARTY PROVIDERS MAKE NO WARRANTY REGARDING THE USE OR PERFORMANCE OF THE SOFTWARE. AMPHUS, AND THE THIRD PARTY PROVIDERS HEREBY DISCLAIM ALL EXPRESS OR IMPLIED REPRESENTATIONS, WARRANTIES, GUARANTIES, AND CONDITIONS WITH REGARD TO THE SOFTWARE, INCLUDING BUT NOT LIMITED TO ANY IMPLIED REPRESENTATIONS, WARRANTIES, GUARANTIES, AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, EXCEPT TO THE EXTENT THAT SUCH DISCLAIMERS ARE HELD TO BE LEGALLY INVALID IN THE JURISDICTION OF A USER. AMPHUS AND THIRD PARTY PROVIDERS DO NOT WARRANT THE PERFORMANCE OR RESULTS YOU MAY OBTAIN BY USING THE SOFTWARE OR THE ACCOMPANYING DOCUMENTATION.

AMPHUS AND THE THIRD PARTY PROVIDERS SHALL HAVE NO LIABILITY FOR ANY DAMAGES WHATSOEVER RELATED TO THE USE OF THE SOFTWARE OR THE WEBSITE, OR FOR ANY YEAR 2000 RELATED ISSUES, OR FOR ANY VIRUSES RELATED TO THE SOFTWARE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, AG, AND THE THIRD PARTY PROVIDERS DO NOT WARRANT THAT (A) THE SOFTWARE WILL MEET YOUR REQUIREMENTS; (B) THE SOFTWARE WILL OPERATE IN COMBINATION WITH OTHER HARDWARE, SOFTWARE, SYSTEMS OR DATA; (C) THE OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE; (D) ANY PROGRAM ERRORS WILL BE CORRECTED.

Any Software which is downloaded from this Website for or on behalf of the United States of America, its agencies and/or instrumentalities ("U.S. Government"), is a "commercial item," as that term is defined at 48 C.F.R. 2.101 (Oct 1995), consisting of "commercial computer software" and "commercial computer software documentation," as such terms are used in 48 C.F.R. 12.212 (Sep 1995) and is provided to the U.S. Government only as a commercial end item. Consistent with 48 C.F.R. 12.212 and 48 C.F.R. 227.7202-1 through 227.7202-4 (Jun 1995), all U.S. Government End Users acquire the Software and accompanying documentation with only those rights set forth herein. Manufacturer is Amphus, Inc., 97 East Brokaw Road, Suite 220, San Jose, California 95112.

FEES
You agree to pay all fees incurred from your access, download and use of Materials on the Website. Fees do not include tax and, where applicable, you agree to pay any sales, use, property, value-added, withholding or other taxes that may be assessed in connection with such fees. All fees incurred in connection with the Website are non-refundable. If (i) you have paid fees associated with the Website and you believe that you did not receive the Materials and/or services that you ordered or (ii) you would like to cancel a subscription, please contact the individual listed in "Contact Information" below.

DISCLAIMER
EXCEPT WHERE EXPRESSLY PROVIDED OTHERWISE BY AMPHUS, THE MATERIALS ON THE WEBSITE, INCLUDING BUT NOT LIMITED TO SOFTWARE, ARE PROVIDED SOLELY ON AN "AS IS" BASIS. AMPHUS, AND THE THIRD PARTY PROVIDERS HEREBY DISCLAIM ALL EXPRESS OR IMPLIED REPRESENTATIONS, WARRANTIES, GUARANTEES, AND CONDITIONS, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, EXCEPT TO THE EXTENT THAT SUCH DISCLAIMERS ARE HELD TO BE LEGALLY INVALID IN YOUR JURISDICTION. YOU ASSUME ALL RESPONSIBILITY FOR DETERMINING WHETHER THE MATERIALS AND/OR SOFTWARE ARE ACCURATE OR SUFFICIENT FOR YOUR PURPOSES. AMPHUS AND THE THIRD PARTY PROVIDERS DO NOT MAKE ANY REPRESENTATIONS, WARRANTIES, GUARANTIES, OR CONDITIONS AS TO THE QUALITY, SUITABILITY, ACCURACY, OR COMPLETENESS OF ANY OF THE MATERIALS CONTAINED ON THE WEBSITE.

LIMITATION OF LIABILITY
AMPHUS AND THE THIRD PARTY PROVIDERS SHALL NOT BE LIABLE FOR ANY DIRECT OR INDIRECT DAMAGES SUFFERED AS A RESULT OF USING, MODIFYING, CONTRIBUTING, COPYING, DISTRIBUTING, OR DOWNLOADING THE MATERIALS, INCLUDING BUT NOT LIMITED TO SOFTWARE. IN NO EVENT SHALL AMPHUS, OR THIRD PARTY PROVIDERS BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES (INCLUDING BUT NOT LIMITED TO LOSS OF BUSINESS, REVENUE, PROFITS, USE, DATA OR OTHER ECONOMIC ADVANTAGE), HOWEVER ARISING, WHETHER IN AN ACTION OF CONTRACT, NEGLIGENCE OR OTHER TORTIOUS ACTION, ARISING OUT OF OR IN CONNECTION WITH THE USE OR PERFORMANCE OF INFORMATION AVAILABLE FROM THIS WEBSITE, EVEN IF AMPHUS OR THE THIRD PARTY PROVIDERS HAVE BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. YOU HAVE SOLE RESPONSIBILITY FOR THE ADEQUATE PROTECTION AND BACKUP OF DATA AND/OR EQUIPMENT USED IN CONNECTION WITH THE WEBSITE AND YOU BY YOUR USE OF THE WEBSITE AND/OR MATERIALS WAIVE ANY AND ALL CLAIMS AS AGAINST AMPHUS FOR LOST DATA, RE-RUN TIME, INACCURATE OUTPUT, WORK DELAYS, LOST PROFITS, OR LOST OPPORTUNITIES RESULTING FROM THE USE OF THE MATERIALS. YOU AGREE TO HOLD AMPHUS, AND THE THIRD PARTY PROVIDERS HARMLESS FROM, AND YOU COVENANT NOT TO TAKE ANY LEGAL OR OTHER ACTION AGAINST AMPHUS, OR THE THIRD PARTY PROVIDERS ASSERTING ANY CLAIMS BASED ON OR RELATED TO THE USE OF THE WEBSITE.

LOCAL LAWS; EXPORT CONTROL
AMPHUS controls and operates this Website from its headquarters in the United States of America and makes no representation that these Materials are appropriate or available for use in other locations. If you use this Website from other locations, you are responsible for compliance with applicable local laws including but not limited to the export and import regulations of other countries. Unless otherwise explicitly stated, all marketing or promotional materials found on this Website are solely directed to individuals, companies or other entities located in the United States of America. You acknowledge and agree that Materials are subject to the U.S. Export Administration Laws and Regulations. Diversion of such Materials contrary to U.S. law is prohibited.

GENERAL
AMPHUS and the Third Party Providers may make improvements and/or changes in the products, services, Materials, Software, and prices described in this Website at any time without notice. AMPHUS may periodically make changes to the Website. California law, without regard to its conflicts of laws rules, shall apply to this Agreement. No choice of law rules of any jurisdiction will apply. This Agreement represents the entire understanding relating to the use of the Website and prevails over any prior or contemporaneous, conflicting or additional, communications, including but not limited to statements on the Website. AMPHUS has the right to revise this Agreement at any time without notice by updating the Agreement posted to the Website. Any rights not expressly granted herein are reserved by AMPHUS. You acknowledge and agree that this Website may include inaccuracies or typographical errors.

INTELLECTUAL PROPERTY NOTICES
Elements of the Website are protected by trade dress and other laws and may not be copied or imitated in whole or in part. No logo, graphic, sound or image from the Website may be copied or retransmitted unless expressly permitted by AMPHUS.

AMPHUS, ManageSite, the AMPHUS logo, and/or other AMPHUS brand names for products or services referenced herein are trademarks of AMPHUS, Inc., and may be registered in certain jurisdictions. Copyright © 2000-2002 Amphus, Inc., 97 East Brokaw Road, Suite 220, San Jose, California 95112. All rights reserved.

CONTACT INFORMATION
If you have any questions about this Agreement, or if you would like to cancel your subscription or request a refund for Materials that were not delivered in accordance with the accompanying terms, please contact:

Amphus, Inc.
East Brokaw Road, Suite 220
San Jose, California 95112
(877) 561-6428