Terms of Use

This Terms of Use Agreement ("Agreement") between you (either an entity or individual) and Skire, Inc. ("Skire") sets forth the terms and conditions of your use of the web site available at http://www.skire.com ("Web Site"). Please read this Agreement carefully before browsing the Web Site because it concerns your use of the Web Site. By viewing, accessing, using or downloading any materials from the Web Site, you agree to follow and be bound by all the terms, conditions and notices of this Agreement. If you do not agree to all the terms, conditions and notices contained in this Agreement please do not use the Web Site. Skire reserves the right to alter, change, revise or otherwise modify this Agreement at any time without notice by updating this posting. Your continued use of the Web Site after the posting of any changes or modifications to this Agreement signifies your acceptance in full of those changes.

Publicly Available Web Site

This Agreement governs the use of the publicly available section of the Web Site. Password-protected areas of the Web Site have additional terms and conditions associated with them. You agree not to use any means to circumvent login, password, and other protections Skire implements to restrict access to certain parts of the Web Site.

Information Disclaimer

The Web Site may include inaccuracies or typographical errors and Skire makes no guarantee or warranty, express or implied, regarding the accuracy, timeliness or completeness of the information provided on the Web Site. Skire shall not be liable for any errors or delays in the information appearing on the Web Site. You acknowledge and agree that it is solely your responsibility to evaluate the accuracy, completeness, usefulness or appropriateness of any information on the Web Site. The Web Site provides information to its visitors and is not intended to provide advice of any kind. Skire shall not be liable for any actions you or others may take based on the information provided on the Web Site.

Intellectual Property

All materials provided on the Web Site, including but not limited to, information, data, documents, designs, products, artwork, illustrations, images, photographs, text, logos, graphics, sounds, images, software and services, or other copyrightable subject matter, and all trademarks, services marks, and trade names appearing therein (collectively the "Intellectual Property") are the property of Skire and/or its subsidiaries, affiliates, assigns, licensors or other respective owners, and are protected pursuant to United States and foreign law.

Except where expressly provided otherwise by Skire, nothing contained on the Web Site shall be construed to confer, whether by estoppel, implication or otherwise, any license or right to use any Intellectual Property displayed on the web site without the prior written permission of Skire. Except where expressly provided otherwise by Skire, you shall not modify, copy, reproduce, republish, download, upload, post, transmit, publicly display, prepare derivative works based on, or distribute in any form or by any means, including but not limited to, electronic, mechanical, photocopying, recording, or other means, any of the Intellectual Property on the Web Site without the prior express written permission of Skire.

Skire hereby grants you permission to display, copy, distribute and download the Intellectual Property on the Web Site provided that: (i) you keep intact all copyright and other proprietary notices appearing in any such Intellectual Property; (ii) the use of such Intellectual Property is solely for personal, non-commercial and informational use and will not be copied or posted on any networked computer, broadcast in any media, or used for commercial gain; and (iii) the Intellectual Property is not modified in any way. In the event that you download Intellectual Property from the Web Site, you acknowledge and agree that (i) such property is licensed to you by Skire pursuant to the terms of this Agreement, and (ii) no transfer of title to any such Intellectual Property is intended. This permission terminates automatically without notice if you breach any of these terms or conditions. Upon termination, you will immediately destroy any downloaded or printed Intellectual Property. Any unauthorized use of any Intellectual Property may violate copyright laws, trademark laws, the laws of privacy and publicity, and communications regulations and statutes.

Warranties

THE INTELLECTUAL PROPERTY FOUND ON THE WEB SITE IS PROVIDED "AS IS" AND WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, SKIRE DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. SKIRE DOES NOT WARRANT THAT THE WEB SITE WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SITE, OR THE SERVER THAT MAKES IT AVAILABLE, ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. SKIRE DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE INTELLECTUAL PROPERTY APPEARING ON THE SITE OR ON THIRD PARTY SITES IN TERMS OF ITS CORRECTNESS, ACCURACY, TIMELINESS, RELIABILITY OR OTHERWISE. YOU ASSUME ALL RISK OF ERRORS AND/OR OMISSIONS IN THE INTELLECTUAL PROPERTY, INCLUDING THE TRANSMISSION OR TRANSLATION OF INFORMATION. YOU ASSUME FULL RESPONSIBILITY FOR IMPLEMENTING SUFFICIENT PROCEDURES AND CHECKS TO SATISFY YOUR REQUIREMENTS FOR THE ACCURACY AND SUITABILITY OF THE WEB SITE SITE, INCLUDING THE INTELLECTUAL PROPERTY, AND FOR MAINTAINING ANY MEANS WHICH YOU MAY REQUIRE FOR THE RECONSTRUCTION OF LOST DATA OR SUBSEQUENT MANIPULATIONS OR ANALYSES OF THE INTELLECTUAL PROPERTY PROVIDED ON THE SITE. YOU, NOT SKIRE, ASSUME THE ENTIRE COST OF ALL NECESSARY MAINTENANCE, REPAIR OR CORRECTION TO SUCH DATA.

Limitation of Liability

SKIRE SHALL NOT BE LIABLE FOR ANY DAMAGES SUFFERED AS A RESULT OF USING, MODIFYING, CONTRIBUTING, COPYING, DISTRIBUTING, OR DOWNLOADING THE INTELLECTUAL PROPERTY. IN NO EVENT SHALL SKIRE BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR OTHER DAMAGES ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OF THE WEB SITE OR WITH THE DELAY OR INABILITY TO USE THE WEB SITE SITE, OR FOR ANY INFORMATION, PRODUCTS AND SERVICES OBTAINED THROUGH THE WEB SITE SITE, OR OTHERWISE ARISING OUT OF THE USE OF THE WEB SITE SITE, WHETHER BASED ON CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, EVEN IF SKIRE HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. SOME STATES DO NOT ALLOW LIMITATION ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. THIS WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY ALSO HAVE OTHER RIGHTS, WHICH VARY FROM STATE TO STATE.

Indemnification

You agree to defend, indemnify, and hold harmless Skire and its respective directors, officers, employees and agents from and against any and all claims, actions, suits or proceedings, as well as any and all losses, liabilities, damages, costs and expenses, including reasonable attorneys fees, arising out of or accruing from (i) any non-compliance by you with the terms and conditions of this Agreement, and (ii) from claims brought by persons or entities other than the parties to this Agreement arising from or related to your access and use of the Web Site, including the information obtained through the web site.

Submissions to Skire

Except where expressly provided otherwise by Skire, all comments, feedback, information or materials submitted to Skire through or in association with the Web Site ("Submissions") shall be considered non-confidential and Skire's property. By providing such Submissions to Skire, you agree to assign to Skire, at no charge, all worldwide rights, title and interest in copyrights and other intellectual property rights to the Submissions. Skire shall be free to use and/or disseminate such Submissions on an unrestricted basis for any purpose. You acknowledge that you are responsible for the Submissions that you provide, and that you, not Skire, have full responsibility for the Submissions, including their legality, reliability, appropriateness, originality and copyright.

Links to Other Sites

The Web Site may contain links to web sites controlled by parties other than Skire. Skire is not responsible for and does not endorse or accept any responsibility for the content or use of these third party web sites. Skire is providing these links to you only as a convenience, and the inclusion of any link does not imply an endorsement by Skire of the linked web site.

Links to Skire.com Web Site

Skire is not responsible for any non-Web Site web pages or any other web sites linked to the Web Site. You shall only link to the Web Site by linking to the homepage located at http://www.Skire.com. Linking directly to any other page or content within the Web Site is prohibited without Skire's prior written consent. If you link to the Web Site, you shall not duplicate the content and shall not create frames or other borders around the Web Site. You shall not create a false affiliation, association, or connection, with Skire or the Web Site. You shall not imply that Skire endorses you or your services or products and you shall not misrepresent a relationship with Skire without the prior written consent of Skire.

Jurisdiction

You agree that the exclusive jurisdiction for any claim or action arising out of or relating to this Agreement or your use of the Web Site shall be filed only in the state or federal courts located within the State of California, and you submit to the exercise of personal jurisdiction of such courts for the purpose of litigating any such claim or action. No choice of law rules of any jurisdiction will apply.

Relationship of Parties

Nothing contained in this Agreement shall be construed as creating any agency, partnership, or other form of joint enterprise between the parties.

Entire Agreement

This Agreement represents the entire understanding relating to the use of the publicly available Web Site and prevails over any prior, contemporaneous, conflicting or additional communications.

Preservation of Rights

Skire reserves any rights not expressly granted herein. Any failure by Skire to enforce any of its rights under applicable laws shall not constitute a waiver of such right.

Assignment

You may not assign any of your rights, obligations or privileges hereunder without the prior written consent of Skire. Any assignment other than as provided for in this Section shall be null and void.

Severability

If any provision of this Terms of Use Agreement shall be declared unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from this Terms of Use Agreement and shall not affect the validity and enforceability of any remaining provisions. Skire will amend or replace such provision with one that is valid and enforceable and which achieves, to the extent possible, the original objectives and intent of Skire as reflected in the original provision.

Subject to Change

You acknowledge and agree that this Agreement may change, and that access to and use of the Web Site is subject to the Agreement in effect at the time of access and use. You acknowledge and agree that Skire may make changes to the Web Site, and to the products, services and prices described on the Web Site at any time without notice.

Amendment

This Agreement may not be amended or modified by you except by means of a written document signed by you and an authorized representative of Skire.

Miscellaneous

The titles and subtitles used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement.

COPYRIGHT NOTICE

Copyright © 2005 Skire, Inc. All Rights Reserved.

TRADEMARK NOTICE

Skire, the Skire logo, "Speed Control Insight," Owner-Centric, Unifier, uDesigner, and/or other Skire products and/or services referenced herein are trademarks and/or service marks of Skire, Inc. All other product names, company names, marks, logos, and symbols may be the trademarks and/or service marks of their respective owners.