Between user and Cogility Software Corporation ("Cogility") (http://www.cogility.com/). Please read this agreement ("Agreement") carefully before accessing or using this Web site ("Site"). By accessing or using the Site, you agree to be bound by this Agreement. Cogility and its suppliers provide the information and services on this Site to you, the user, conditioned on your acceptance without modification of the terms, conditions and notices contained herein. Your use of this Site constitutes your agreement to all such terms, conditions and notices. The information and services offered on this Site are provided with the understanding that neither Cogility nor its suppliers or users are engaged in rendering legal or other professional services or advice. Your use of the Site is subject to the additional disclaimers and caveats that may appear throughout the Site. Cogility and its agents assume no responsibility for any consequence relating directly or indirectly to any action or inaction that you take based on the information, services or other material on this Site. While Cogility and its suppliers strive to keep the information on this Site accurate, complete and up-to-date, Cogility and its suppliers cannot guarantee, and will not be responsible for any damage or loss related to the accuracy, completeness or timeliness of the information.

PERSONAL AND NONCOMMERCIAL USE LIMITATION: PROHIBITED USES

You may access, download and print materials on this Site for your personal and non-commercial use. You may not modify; copy; distribute; transmit; display; perform; reproduce; publish; license; create derivative works from; frame in another Web page; use on any other Web site; or transfer or sell any information, software, lists of users, databases or other lists, products or services obtained from this Site. The foregoing prohibition expressly includes, but is not limited to, the practices of "screen scraping" or "database scraping" to obtain lists of users or other information. If and when requested by Cogility, you agree to provide true, accurate, and complete user information and to refrain from impersonating or falsely representing your affiliation with any person or entity. Except with the written permission of Cogility, you agree to refrain from accessing or attempting to access password protected, secure or non-public areas of this Site. Unauthorized individuals attempting to access prohibited areas of this Site may be subject to prosecution.

PROPRIETARY RIGHTS

All materials on this Site (as well as the organization and layout of the Site) are owned and copyrighted or licensed by Cogility and its affiliates or its suppliers. © Copyright Cogility Technologies, 2005. All rights reserved. No reproduction, distribution, or transmission of the copyrighted materials at this Site is permitted without the written permission of Cogility. The trademarks, service marks and logos used on this Site are trademarks of Cogility and others. No license or right to use any trademark contained on this Site is granted whether by implication or otherwise and any use of any trademark contained on this site is expressly prohibited unless authorized in writing by the trademark holder. Model Driven Architecture, MDA, Unified Modeling Language, UML, XMI and CWM are trademarks or registered trademarks of the Object Management Group, Inc. http://www.omg.org/. Used by permission.

NO UNLAWFUL OR PROHIBITED USE

As a condition of your use of this Site, you warrant to Cogility that you will not use this Site for any purpose that is unlawful or prohibited by these terms, conditions and notices. If you violate any of these terms, your permission to use the Site automatically terminates.

LIABILITY DISCLAIMER

You use this Site at your own risk. If your use of this Site or the materials therein results in the need for servicing or replacing property, material, equipment or data, neither Cogility nor its affiliates are responsible for those costs. THE INFORMATION, SOFTWARE, PRODUCTS AND SERVICES PUBLISHED ON THIS SITE MAY INCLUDE INACCURACIES OR TYPOGRAPHICAL ERRORS. CHANGES ARE PERIODICALLY ADDED TO THE INFORMATION HEREIN. COGILITY, ITS AFFILIATES, AND/OR ITS RESPECTIVE SUPPLIERS MAY WITHOUT PRIOR NOTICE MAKE IMPROVEMENTS AND/OR CHANGES IN THIS SITE INCLUDING BUT NOT LIMITED TO THE INFORMATION, SERVICES, PRODUCTS, OR OTHER MATERIAL AT ANY TIME. ALL INFORMATION, PRODUCTS AND, SERVICES ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OR ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE PRACTICE. IN NO EVENT SHALL COGILITY, ITS AFFILIATES, AND/OR ITS SUPPLIERS BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OF THIS SITE OR WITH THE DELAY OR INABILITY TO USE THIS SITE, OR FOR ANY INFORMATION, PRODUCTS, AND/OR SERVICES OBTAINED THROUGH THIS SITE, OR OTHERWISE ARISING OUT OF THE USE OF THIS SITE, WHETHER BASED ON CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE, EVEN IF COGILITY, ITS AFFILIATES, 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.

INDEMNIFICATION

You agree to indemnify, defend, and hold harmless Cogility, its affiliates and suppliers from any liability, loss, claim, and expense related to your violation of this Agreement.

LINKS TO THIRD PARTY SITES

Outside Links - While on this Web site, you may be led to other Web sites operated by parties other than Cogility or its affiliates. Inclusion of hyperlinks by Cogility to Web sites does not imply any endorsement of the material on such Web sites or any association with their operators, and you access and use such sites, including information, material, products, and services therein, solely at your own risk. We are not responsible for the quality or results or any product or service provided by these companies. Review their products and services carefully. Furthermore, because the Cogility privacy policy is applicable only when you are on our Site, once linked to another Web site, you should read that site's privacy policy before disclosing any personal information. Their own privacy policies may be different than ours. We are not responsible for the use of the information that you give these third parties.

CHANGES TO AGREEMENT

Cogility may modify this Agreement at any time, and such modifications shall be effective immediately upon posting of the modified Agreement. Your continued use of this Site is contingent upon your agreement to be bound by any such revisions and you should therefore periodically visit this page to review the then-current Terms and Conditions.

MISCELLANEOUS

This Agreement and the resolution of any dispute related to this Agreement or this Site shall be governed by and construed in accordance with the laws of the State of California without giving effect to any principles of conflicts of law. Failure by Cogility or its affiliates to insist upon strict enforcement of any provision of this Agreement shall not be construed as a waiver of any provision or right. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of this Site or this Agreement must be filed within one (1) year after such claim or cause of action arose or be forever barred. Any legal action or proceeding between Cogility and/or its affiliates and you related to this Agreement shall be brought exclusively in in a court of competent jurisdiction sitting in Orange County, California. By using this Site, user waives any claim of lack of personal jurisdiction or forum non conveniens before a court in Orange County, California.