ACCEPTANCE OF TERMS

By accessing or using the Clearpoint Systems web site or downloading materials from the site you agree to and are bound by the terms and conditions set forth in this document and in any changes thereto that may be published from time to time. If you do not agree to all of the terms and conditions contained in the Terms of Use, please do not access or use this site.

Clearpoint Systems, Inc., its affiliates and agents ("CSI") make this web site available for your access and use subject to the Terms of Use. "Materials" means all information, data, documents, white papers, code samples, downloads, images, photographs, graphics, software, pograms and products made available by CSI.

Many of the Materials on the CSI web site are protected by copyrights and any unauthorized use of the Materials may violate these Terms of Use. Except as expressly provided herein, CSI does not grant any express or implied rights to use the Materials. You agree not to copy, republish, modify, adapt, create derivative works based on, rent, lease, sell, or reverse engineer the Materials on the Site.

The trademarks, logos and service marks ("Marks") displayed on this Site are the property of CSI. You are not permitted to use the Marks without the prior written consent of CSI.

INDEMNITY AND LIABILITY

You agree to indemnify and hold CSI and its officers, co-branders, other partners and employees harmless from any claim or demand, including reasonable attorneys' fees, made by any third party due to or arising out of: (a) your User Materials and any other content (e.g. computer viruses) that you may submit, post to or transmit through the Site (including a third party’s use of such User Materials or content (e.g. reliance on the accuracy, completeness or usefulness of your User Materials)); (b) your access to or use of the Site, Services or Materials (including any use by your employees, contractors or agents and all uses of your account numbers, user names and passwords, whether or not actually or expressly authorized by you, in connection with the Site or any Services or Materials); (c) your connection to the Site, Services or Materials; (d) your violation of the Terms of Use; (e) the actions of any member of your Work Group; (f) your infringement of any third party’s Intellectual Property Rights when using any of the Software made available on the Site, Services or in any Materials; (g) your violation of any rights of any third party; (h) your access to or use of Linked Sites and your connections thereto; or (i) any dealings between you and any third parties advertising or promoting via the Site, Services or Materials.