Software Factory Terms of Service Agreement

AGREEMENT BETWEEN USER AND SOFTWARE FACTORY

The Software Factory Web Site is comprised of a Web site and its associated services and is operated by Software Factory (“Software Factory”).

The My Software Factory Web Site and its associated services is offered to you conditioned on your acceptance without modification of the terms, conditions, and notices contained herein. Your use of the My Software Factory Web Site and its associated services constitutes your agreement to all such terms, conditions, and notices.

You agree to familiarize yourself with the Terms of Use and other terms and guidelines found throughout the Software Factory Web Site and abide by them if you choose to use the sites, pages or services to which they apply.

MODIFICATION OF THESE TERMS OF USE

Software Factory reserves the right to change the terms, conditions, and notices under which the My Software Factory Web Site and services are offered. You are responsible for regularly reviewing these terms and conditions. Continued use of the My Software Factory Web Site or services after any such changes shall constitute your consent to such changes.

LINKS TO THIRD PARTY SITES

The Software Factory Web Site may contain links to other Web sites (“Linked Sites”). The Linked Sites are not under the control of Software Factory and Software Factory 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. Software Factory is not responsible for webcasting or any other form of transmission received from any Linked Site. Software Factory is providing these links to you only as a convenience, and the inclusion of any link does not imply endorsement by Software Factory of the site or any association with its operators.

NO UNLAWFUL OR PROHIBITED USE

As a condition of your use of the My Software Factory Web Site and service, you warrant to Software Factory that you will not use the My Software Factory Web Site or service for any purpose that is unlawful or prohibited by these terms, conditions, and notices. You may not use the My Software Factory Web Site or its associated service in any manner which could damage, disable, overburden, or impair the Software Factory Web Site or interfere with any other party’s use and enjoyment of the Software Factory Web Site or its associated services. You may not obtain or attempt to obtain any materials or information through any means not intentionally made available or provided for through the Software Factory Web Site.

USE OF COMMUNICATION SERVICES

The My Software Factory Web Site may contain bulletin board services, chat areas, news groups, forums, communities, personal web pages, group calendars, electronic mail postings and/or other message or communication facilities designed to enable you to communicate with the public at large or with a group (collectively, “Communication Services”), you agree to use the Communication Services only to post, send and receive messages and material that are proper and 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, infringing, obscene, indecent or unlawful topic, name, material or information. Upload files that contain software or other material protected by intellectual property laws (or by rights of privacy of publicity) unless you own or control the rights thereto or have received all necessary consents. Upload files that contain viruses, corrupted files, or any other similar software or programs that may damage the operation of another’s computer. Advertise or offer to sell or buy any goods or services for any commercial purpose, unless such Communication Service specifically allows such messages. Conduct or forward surveys, contests, pyramid schemes or chain letters. 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. Harvest or otherwise collect information about others, including e-mail addresses, without their consent. Violate any applicable laws or regulations.

Software Factory reserves the right to review materials posted to a Communication Service and to remove any materials in its sole discretion. Software Factory reserves the right to terminate your access to any or all of the Communication Services at any time without notice for any reason whatsoever.

Software Factory has no obligation to monitor the Communication Services. However, Software Factory reserves the right at all times to disclose any information as 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 Software Factory’s sole discretion.

You acknowledge that all Communication Services are public and not private communications, therefore your communications may be read by others without your knowledge. Always use caution when giving out any personally identifying information about yourself or your children in any Communication Service. Software Factory does not control or endorse the content, messages or information found in any Communication Service and, therefore, Software Factory specifically disclaims any liability with regard to the Communication Services and any actions resulting from your participation in any Communication Service. Forum managers and hosts, other than Software Factory employees, are not authorized Software Factory spokespersons, and their views do not necessarily reflect those of Software Factory.

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.

LICENSE TO SOFTWARE FACTORY

By posting messages, uploading files, inputting data, submitting any feedback or suggestions, or engaging in any other form of communication with or through the Software Factory Web Site, you warrant and represent that you own or otherwise control the rights necessary to do so and you are granting Software Factory and its affiliated companies permission to:

Use, modify, copy, distribute, transmit, publicly display, publicly perform, reproduce, publish, sublicense, create derivative works from, transfer, or sell any such communication. Sublicense to third parties the unrestricted right to exercise any of the foregoing rights granted with respect to the communication. Publish your name in connection with any such communication.

The foregoing grants shall include the right to exploit any proprietary rights in such communication, including but not limited to rights under copyright, trademark, service mark or patent laws under any relevant jurisdiction. No compensation will be paid with respect to Software Factory’ use of the materials contained within such communication. Software Factory is under no obligation to post or use any materials you may provide and may remove such materials at any time in Software Factory’ sole discretion.

SOFTWARE AVAILABLE ON THE SOFTWARE FACTORY WEB SITE

Software (if any) that is made available to download from the Software Factory Web Site, excluding software that may be made available by end-users through a Communication Service, (“Software”) is the copyrighted work of Software Factory and/or its suppliers. Your use of the Software is governed by the terms of the 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, Software Factory hereby grants to you, the user, a personal, non-transferable license to use the Software for viewing and otherwise using the Software Factory Web Site and service in accordance with these Terms of Use, and for no other purpose provided that you keep intact all copyright and other proprietary notices. All Software is owned by Software Factory and/or its suppliers and is protected by copyright laws and international treaty provisions. Any reproduction or redistribution of the 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 SOFTWARE TO ANY OTHER SERVER OR LOCATION FOR FURTHER REPRODUCTION OR REDISTRIBUTION IS EXPRESSLY PROHIBITED. THE SOFTWARE IS WARRANTED, IF AT ALL, ONLY ACCORDING TO THE TERMS OF THE LICENSE AGREEMENT. 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 SOFTWARE FACTORY WEB SITE AND SERVICE MAY INCLUDE INACCURACIES OR TYPOGRAPHICAL ERRORS. CHANGES ARE PERIODICALLY ADDED TO THE INFORMATION HEREIN. SOFTWARE FACTORY AND/OR ITS RESPECTIVE SUPPLIERS MAY MAKE IMPROVEMENTS AND/OR CHANGES IN THE SOFTWARE FACTORY WEB SITE OR SERVICE AT ANY TIME. ADVICE RECEIVED VIA THE SOFTWARE FACTORY WEB SITE OR SERVICE SHOULD NOT BE CONSIDERED A SUBSTITUTE FOR PROFESSIONAL MEDICAL, LEGAL OR FINANCIAL ADVICE AND YOU SHOULD CONSULT AN APPROPRIATE PROFESSIONAL FOR SPECIFIC ADVICE TAILORED TO YOUR SITUATION.

SOFTWARE FACTORY AND/OR ITS RESPECTIVE SUPPLIERS MAKE NO REPRESENTATIONS ABOUT THE SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS, AND ACCURACY OF THE INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS CONTAINED ON OR OBTAINED THROUGH THE SOFTWARE FACTORY WEB SITE OR SERVICE FOR ANY PURPOSE. ALL SUCH INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND. SOFTWARE FACTORY 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, TITLE ANDÂ NON-INFRINGEMENT.

IN NO EVENT SHALL SOFTWARE FACTORY 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 SOFTWARE FACTORY WEB SITE OR RELATED SERVICES, WITH THE DELAY OR INABILITY TO USE THE SOFTWARE FACTORY WEB SITE OR RELATED SERVICES, THE PROVISION OF OR FAILURE TO PROVIDE SERVICES, OR FOR ANY INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS OBTAINED THROUGH THE SOFTWARE FACTORY WEB SITE OR SERVICE, OR OTHERWISE ARISING OUT OF THE USE OF THE SOFTWARE FACTORY WEB SITE OR SERVICE, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, EVEN IF SOFTWARE FACTORY 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 SOFTWARE FACTORY WEB SITE OR SERVICE, OR WITH ANY OF THESE TERMS OF USE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE Software Factory WEB SITE AND ITS RELATED SERVICES.

SERVICE CONTACT

Contact customer service with questions or problems with this Web site.

TERMINATION/ACCESS RESTRICTION

Software Factory reserves the right, in its sole discretion, to terminate your access to the Software Factory Web Site and the related services or any portion thereof at any time, without notice.

GENERAL

This agreement is governed by the laws of the State of Texas, U.S.A. You hereby consent to the exclusive jurisdiction and venue of courts in Travis County, Texas, U.S.A. in all disputes arising out of or relating to the use of the Software Factory Web Site or service. Use of the Software Factory Web Site and service is unauthorized in any jurisdiction that does not give effect to all provisions of these terms and conditions, including without limitation this paragraph. You agree that no joint venture, partnership, employment, or agency relationship exists between you and Software Factory as a result of this agreement or use of the Software Factory Web Site or service. Software Factory may assign this agreement, in whole or in part, at any time. Software Factory’ performance of this agreement is subject to existing laws and legal process, and nothing contained in this agreement is in derogation of Software Factory’s right to comply with governmental, court and law enforcement requests or requirements relating to your use of the Software Factory Web Site or service or information provided to or gathered by Software Factory 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. This agreement constitutes the entire agreement between the user and Software Factory with respect to the Software Factory Web Site and service and such agreements supersede all prior or contemporaneous communications and proposals, whether electronic, oral or written, between the user and Software Factory with respect to the Software Factory Web Site and service. A printed version of this agreement and of any notice given in electronic form shall b 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.

TRADEMARKS:

Software Factory, My Software Factory and other names of Software Factory products and/or services referenced herein are trademarks or registered trademarks of Software Factory, Inc. The names of actual companies and products mentioned on the Software Factory Web Site may be the trademarks of their respective owners.

Any rights not expressly granted herein are reserved.

NOTICES AND PROCEDURE FOR MAKING CLAIMS OF COPYRIGHT INFRINGEMENT.

Pursuant to Title 17, United States Code, Section 512(c)(2), notifications of claimed copyright infringement should be sent to Service Provider’s Designated Agent by US Mail addressed to Permissions and Licensing Dept., Software Factory, Inc., 7719 Wood Hollow Drive, Suite 200, Austin, TX 78731. ALL INQUIRIES NOT RELEVANT TO THE FOLLOWING PROCEDURE WILL RECEIVE NO RESPONSE.

Terms and Conditions

Software Factory Terms of Service Agreement