These Terms and Conditions were last updated: December 1, 2002

1. Permitted Use.
User has a nonexclusive, nontransferable, limited, and revocable right to use the Web Site solely for User's educational and informational use in accordance with these Terms and Conditions. User will not use the Web Site for any other purpose without the Company's express prior written consent. For example, User will not, and will not authorize any other person to, (i) Co-brand the Web Site or portion thereof, or (ii) frame the Web Site or portion thereof (whereby the Web Site or portion thereof will appear on the same screen with a portion of another web site). "Co-branding" means to display a name, logo, trademark, or other means of attribution or identification of any party in such a manner reasonably likely to give a User the impression that such other party has the right to display, publish, or distribute the Web Site or content accessible within the Web Site (the "Content"). User agrees to cooperate with the Company in causing any unauthorized Co-branding, framing or linking to immediately cease. You ay not copy, modify, reproduce, republish, distribute, display or transmit for commercial, non-profit or public purposes all or any portion of this web site, except to the extent permitted above.

2. Additional Terms for Other Services.
The Company makes various services available on the Web Site including, but not limited to, educational courses, subscriptions, product reviews and research services. Fees for the various services are set out in the membership and service fees described elsewhere in this site. User is solely responsible for providing, at User=s own expense, all equipment necessary to use the services.

The Company reserves the sole right to either modify or discontinue the Web Site, including any features therein, at any time with or without notice to User. The Company shall not be liable to User or any third party should the Company exercise such right. Modifications may include, but are not limited to, changes in the pricing structure, the addition of fee- based services, or changes to limitations on allowable file sizes. Any new features that augment or enhance the then-current services on this site shall also be subject to these Terms and Conditions.

User understands and agrees that the services available on this site are provided "AS IS" and that the Company assumes no responsibility for the timeliness, deletion, mis-delivery or failure to store any User communications or personalization settings.

3. Registration.
Certain sections of this Web Site require you to register. If registration is requested, you agree to provide Company with accurate and complete registration information. It is your responsibility to inform Company of any changes to that information. Each registration is for a single individual only, unless specifically designated otherwise on the registration page. Company does not permit a) anyone other than you to use the sections requiring registration by using your name or password; or b) access through a single name being made available to multiple users on a network or otherwise. You are responsible for preventing such unauthorized use. If you believe there has been unauthorized use, you must notify Company immediately by emailing dan.chisholm.jr@mgisys.com.

4. Proprietary Information.
User acknowledges and agrees that the content accessible within the Web Site is the proprietary information of the Company and its content providers, and the Company and its content providers retain all right, title, and interest in the Content. Accordingly, User will not reproduce, transmit, publish or distribute such Content to any third party without the express written consent of the Company or the applicable content provider except that User may print out a copy of Content solely for User's personal use. In doing so, User will not remove or alter, or cause to be removed or altered, any copyright, trademark, trade name, service mark, or any other proprietary notice or legend appearing on any of the Content.

5. Disclaimer.
USER WILL HAVE ACCESS TO A VARIETY OF SOURCES OF CONTENT THROUGH THE INTERNET. THE COMPANY HAS MADE NO EFFORT TO VERIFY THE ACCURACY OR SUITABILITY OF ANY INFORMATION CONTAINED IN ANY SUCH SOURCES. ACCORDINGLY, THE COMPANY WILL HAVE NO LIABILITY OR RESPONSIBILITY WHATSOEVER FOR ANY CONTENT CONTAINED WITHIN ANY SUCH SOURCES. USER ACCESSES, USES, AND RELIES UPON SUCH CONTENT AT USER'S OWN RISK. USER UNDERSTANDS FURTHER THAT THE INTERNET CONTAINS MATERIALS WHICH MAY BE OFFENSIVE. USER ACCESSES SUCH MATERIALS AT USER'S RISK. COMPANY HAS NO CONTROL OVER AND ACCEPTS NO RESPONSIBILITY WHATSOEVER FOR SUCH MATERIALS.

USER UNDERSTANDS THAT, EXCEPT FOR INFORMATION, PRODUCTS OR SERVICES CLEARLY IDENTIFIED AS BEING SUPPLIED BY THE COMPANY, THE COMPANY DOES NOT OPERATE, CONTROL OR ENDORSE ANY INFORMATION, PRODUCTS OR SERVICES ON THE INTERNET IN ANY WAY. THIS WEB SITE COULD INCLUDE TECHNICAL OR OTHER MISTAKES, INACCURACIES OR TYPOGRAPHICAL ERRORS. THE COMPANY MAKE CHANGES TO THE MATERIALS AND SERVICES AT THIS WEB SITE, INCLUDING THE PRICES AND DESCRIPTIONS OF ANY PRODUCTS LISTED HEREIN, AT ANY TIME WITHOUT NOTICE. THE MATERIALS OR SERVICES AT THIS SITE MAY BE OUT OF DATE, AND THE COMPANY MAKES NO COMMITMENT TO UPDATE SUCH MATERIALS OR SERVICES.

THE USE OF THE SERVICES OR THE DOWNLOADING OR OTHER ACQUISITION OF ANY MATERIALS THROUGH THIS WEB SITE IS DONE AT USER=S OWN DISCRETION AND RISK AND WITH USER=S AGREEMENT THAT USER WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO USER=S COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM SUCH ACTIVITIES.

ALL MATERIALS AND SERVICES ON THIS SITE ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTY OF ANY KIND. THE COMPANY EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES WITH RESPECT TO ANY CONTENT ACCESSIBLE WITHIN OR THROUGH THE WEB SITE, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT.

User acknowledges that all transactions relating to any merchandise or services offered by any party, including, but not limited to the purchase terms, payment terms, warranties, guarantees, maintenance and delivery terms relating to such transactions, are agreed to solely between the seller or purchaser of such merchandise and services and User. THE COMPANY MAKES NO WARRANTY REGARDING ANY TRANSACTIONS EXECUTED THROUGH, OR IN CONNECTION WITH THIS WEB SITE, AND USER UNDERSTANDS AND AGREES THAT SUCH TRANSACTIONS ARE CONDUCTED ENTIRELY AT USER=S OWN RISK. ANY WARRANTY THAT IS PROVIDED IN CONNECTION WITH ANY PRODUCTS, SERVICES, MATERIALS, OR INFORMATION AVAILABLE ON OR THROUGH THIS SITE FROM A THIRD PARTY IS PROVIDED SOLELY BY SUCH THIRD PARTY, AND NOT BY THE COMPANY.

6. Limitation on Liability.
THE COMPANY, ITS LICENSORS, SERVICE PROVIDERS, CONTENT PROVIDERS, EMPLOYEES, AGENTS, OFFICERS AND DIRECTORS WILL NOT BE LIABLE FOR ANY INCIDENTAL, INDIRECT, CONSEQUENTIAL, OR SPECIAL DAMAGES, INCLUDING LOSS OF REVENUE OR INCOME, PAIN AND SUFFERING, EMOTIONAL DISTRESS OR SIMILAR DAMAGES, EVEN IF THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL THE COLLECTIVE LIABILITY OF THE COMPANY AND ITS LICENSORS, SERVICE PROVIDERS, CONTENT PROVIDERS, EMPLOYEES, AGENTS, OFFICERS AND DIRECTORS TO ANY PARTY (REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT OR OTHERWISE) EXCEED THE AMOUNT USER HAS PAID TO THE COMPANY FOR THE APPLICABLE CONTENT OR SERVICE OUT OF WHICH LIABILITY AROSE.

7. Indemnity.
User will indemnify and hold the Company, its Licensors, content providers, service providers and contractors (the "Indemnified Parties") harmless from any breach of these Terms and Conditions by User, including any use of Content other than as expressly authorized in these Terms and Conditions. User agrees that the Indemnified Parties will have no liability in connection with any such breach or unauthorized use, and agrees to indemnify any and all resulting loss, damages, judgments, awards, costs, expenses, and attorneys' fees of the Indemnified Parties in connection therewith. User will also indemnify and hold the Indemnified Parties harmless from and against any claims brought by third parties arising out of User's use of the information accessed from the Web Site.

8. Forums.
Information posted on forums, bulletin boards, or similar portions of the Web Site ("Forums") is supplied by third parties and other Users unless the Company or its authorized representative identifies itself as the content poster. Any opinions, advice, statements, services, offers, or other information or content expressed or made available by third parties or any other User are those of the respective author(s) and not of the Company. User will not post any of the following material in any Forum:

1. material which threatens or abuses others, or which is defamatory or libelous, or which is invasive of another's privacy;
2. material for which User does not have the right to post, including the proprietary material of any third party;
3. material which advocates illegal activity or discusses an intent to commit an illegal act;
4. material for advertising or commercial solicitation;
5. material which is vulgar, obscene, pornographic, or indecent; or
6. material which does not pertain directly to the subject matter of the particular forum.

The Company reserves the right to monitor Forums to determine compliance with these Terms and Conditions, as well the right to remove or refuse to post any posting, including any of the above postings upon discovery thereof. Notwithstanding these rights, User remains solely responsible for the content of its postings. User acknowledges and agrees that neither the Company nor any third party content provider will assume or have any liability for any action or inaction by the Company or any third party content provider with respect to any posting on the Forums. User will not (i) select or use a member name or e-mail address of another person with the intent to impersonate that person; (ii) use a user name or e-mail address subject to the rights of any person without authorization; (iii) use a member name in violation of the intellectual property rights of any person; or (iv) use a member name that the Company, in its sole discretion, deems offensive.

Further, User hereby grants to Company the royalty free, perpetual, irrevocable, non-exclusive right and license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform and display any message posted in Forums (in whole or in part) worldwide or to incorporate any message in other works in any form, media or technology now known or later developed.

9. Miscellaneous.

Headings. The headings of Sections of this Agreement are for ease of reference only and shall not be admissible in any action to alter, modify or interpret the contents of any Section hereof.

Severability. If any Section or provision of this Agreement be held illegal, unenforceable or in conflict with any law by a court of competent jurisdiction or arbitral tribunal, such Section or provision of this Agreement shall be deemed severed from this Agreement and the validity of the remainder of this Agreement shall not be affected thereby.

Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Florida applicable to contracts made and to be enforced wholly within such state.

Submission to Jurisdiction. The parties to this Agreement each specifically consent to jurisdiction in the State of Florida in connection with any dispute between the parties arising out of this Agreement or pertaining to the subject matter hereof.

Venue. The parties to this Agreement each agree that venue for any dispute between the parties arising out of this Agreement or pertaining to the subject matter hereof may be had in the state courts of Florida sitting in Orange County, Florida.

Notices. All notices or other written communications required or permitted under this Agreement shall be given in writing by courier or reputable overnight delivery services, or by certified mail, return receipt requested to either party at its address set forth below (or to such address as such party may subsequently indicate in writing in the manner specified in this Section):

Waivers and Amendments. The waiver by either party of any provision of this Agreement on any occasion and upon any particular circumstances shall not operate as a waiver of such provision of this Agreement on any other occasion or upon any other circumstances. This Agreement may be waived or amended only in writing and signed by both parties.

Complete Agreement/Incorporation. This Agreement contains the complete understanding of the parties with respect to the subject matter hereof and supersedes all other agreements, understandings, communications and promises of any kind, whether oral or written, between such parties with respect to such subject matter.

Copyright 2007 MGI Systems, Inc.