Projectmates User Agreement

THE FOLLOWING DESCRIBES THE TERMS ON WHICH SYSTEMATES OFFERS YOU ACCESS TO PROJECTMATES SOFTWARE AND SERVICES.

Welcome to the User Agreement for Systemates Inc. This Agreement describes the terms and conditions applicable to your use of our services available under the domains www.systemates.com, www.projectmates.com and Projectmates Application Server Software Installed Solution (including any customization made to Projectmates Application Server Software). If you do not agree to be bound by the terms and conditions of this Agreement, do not use our software and/or access our services.

You must read, agree with and accept all of the terms and conditions contained in this User Agreement and the Privacy Policy, which include those terms and conditions expressly set out below and those incorporated by reference, before you may use Projectmates software and services. We strongly recommend that, as you read this User Agreement, you also access and read the information contained in the other pages and websites referred to in this document, as they may contain further terms and conditions that apply to you as a Projectmates user. By accepting this User Agreement, you also agree that your use of Projectmates software will be governed by the terms and conditions posted on those websites.

We may amend this Agreement at any time by posting the amended terms on our site. Except as stated below, all amended terms shall automatically be effective immediately after they are posted on our site.

Eligibility.
Our services are available only to individuals who can form legally binding contracts under applicable law. Without limiting the foregoing, our services are not available to minors or to temporarily or indefinitely suspended Projectmates users. If you do not qualify, please do not use our services. Further, your Projectmates user account and User Id may not be transferred or sold to another party. If you are registering as a business entity, you represent that you have the authority to bind the entity to this Agreement.

1. Fees and Services.
   We may change our Fees and Credits Policy and the fees for our services from time to time. When you request a license key to create a project you have an opportunity to review and accept the fees that you will be charged for the use of Projectmates software and services. Projectmates Application Server Software not hosted by Systemates cannot be re-licensed or resold without written consent of Systemates. We may in our sole discretion change some or all of our services at any time. In the event we introduce a new service, the fees for that service are effective at the launch of the service. Unless otherwise stated, all fees are quoted in U.S. Dollars. You are responsible for paying all fees associated with using our service and our website and all applicable taxes.
2. Projectmates Software and Service.
   Projectmates Software is designed to works as a venue to allow registered users to manage project-related information. We do not monitor what information is posted on the site and how the project administrator configures security features. As a result, we have no control over the quality, safety or legality of the information and the truth or accuracy of the information. Systemates is not responsible for the accuracy of posted information. You assume responsibility to achieve the results intended by you and for the installation, use and results obtained from operation of the software.
3. Identity Verification.
   User verification on the Internet is difficult; Systemates cannot and does not confirm each user's purported identity.
4. Release.
   Because we are a venue, in the event that you have a dispute with one or more users, you release Systemates (and our officers, directors, agents, subsidiaries, joint ventures and employees) from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such disputes. If you are a California resident, you waive California Civil Code §1542, which says: "A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor."
5. Information Control.
   We do not control the information provided by other users that is made available through Projectmates Software. You may find other user's information to be offensive, harmful, inaccurate, or deceptive. Please use caution and common sense when using Projectmates Software. Please note that there are also risks of dealing with people acting under false pretense.
6. Your Information.
   "Your Information" is defined as any information you provide to us or post for other users to view. You are solely responsible for Your Information, and we act as a passive conduit for your online distribution and publication of Your Information.
7. Restricted Activities.
   Your Information and your activities on the site shall not: (a) be false, inaccurate or misleading; (b) be fraudulent; (c) infringe any third party's copyright, patent, trademark, trade secret or other proprietary rights or rights of publicity or privacy; (d) violate any law, statute, ordinance or regulation; (e) be defamatory, unlawfully threatening or unlawfully harassing; (f) be obscene; (g) contain any viruses, Trojan horses, worms, time bombs, cancelbots, easter eggs or other computer programming routines that may damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information; and (h) create liability for us or cause us to lose (in whole or in part) the services of our ISPs or other suppliers.
8. License.
   Solely to enable Systemates to use the information you supply us with, so that we are not violating any rights you might have in that information, you agree to grant us a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, sublicensable (through multiple tiers) right to exercise the copyright, publicity, and database rights (but no other rights) you have in Your Information, in any media now known or not currently known, with respect to Your Information. Systemates will only use Your Information in accordance with our Privacy Policy.
9. Access and Interference.
   You agree that you will not interfere or attempt to interfere with the proper working of the Projectmates Software. You agree that you will not take any action that imposes an unreasonable or disproportionately large load on our infrastructure. Much of the information on our site is updated on a real time basis and is proprietary or is licensed to Systemates by our users or third parties. You agree that you will not copy, reproduce, alter, modify, create derivative works, or publicly display any content (except for Your Information) from our website without the prior expressed written permission of Systemates or the appropriate third party.
10. Privacy.
    We do not sell or rent your personal information to third parties for marketing purposes without your consent and we only use your information as described in the Privacy Policy. We view protection of users' privacy as a very important community principle. We understand clearly that you and your information is one of our most important assets. We store and process your information on computers located in the United States that are protected by physical as well as technological security devices. Our current Privacy Policy is available (at http://www.projectmates.com/privacy.asp). If you object to Your Information being transferred or used in this way please do not use our services.
11. No Warranty.
    WE, OUR SUBSIDIARIES, EMPLOYEES AND OUR SUPPLIERS PROVIDE OUR WEB SITE, PROJECTMATES SOFTWARE AND SERVICES "AS IS" AND WITHOUT ANY WARRANTY OR CONDITION, EXPRESS, IMPLIED OR STATUTORY. WE, OUR SUBSIDIARIES, EMPLOYEES AND OUR SUPPLIERS SPECIFICALLY DISCLAIM ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. SYSTEMATES DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE PROGRAM WILL MEET YOUR REQUIREMENTS OR THAT THE OPERATION OF THE PROGRAM SHALL BE UNINTERRUPTED OR ERROR-FREE. YOU ASSUME RESPONSIBILITY FOR THE SECTION OF THE PROGRAM TO ACHIEVE THE RESULTS INTENDED BY YOU AND FOR THE INSTALLATION, USE, AND RESULTS OBTAINED FROM THE OPERATION OF THE PROGRAM. Some states do not allow the disclaimer of implied warranties, so the foregoing disclaimer may not apply to you. This warranty gives you specific legal rights and you may also have other legal rights that vary from state to state.
12. Liability Limit.
    IN NO EVENT SHALL WE, OUR SUBSIDIARIES, EMPLOYEES OR OUR SUPPLIERS BE LIABLE FOR LOST PROFITS OR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH OUR SITE, OUR SOFTWARE, OUR SERVICES OR THIS AGREEMENT (HOWEVER ARISING, INCLUDING NEGLIGENCE).
     
    OUR LIABILITY, AND THE LIABILITY OF OUR SUBSIDIARIES, EMPLOYEES, AND SUPPLIERS, TO YOU OR ANY THIRD PARTIES IN ANY CIRCUMSTANCE IS LIMITED TO THE AMOUNT OF FEES YOU PAY TO US IN THE 12 MONTHS PRIOR TO THE DISPUTE GIVING RISE TO LIABILITY. 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.
13. Indemnity.
    You agree to indemnify and hold us and (as applicable) our parent, subsidiaries, affiliates, officers, directors, agents, and employees, harmless from any claim or demand, including reasonable attorneys' fees, made by any third party due to or arising out of your breach of this Agreement or the documents it incorporates by reference, or your violation of any law or the rights of a third party.
14. Legal Compliance.
    You shall comply with all applicable domestic and international laws, statutes, ordinances and regulations regarding your use of our software and services.
15. No Agency.
    You and Systemates are independent contractors, and no agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by this Agreement.
16. Notices.
    Except as explicitly stated otherwise, any notices shall be given by postal mail to Systemates Inc., 4711 Lake Park Drive, Arlington, TX 76016 (in the case of Systemates) or to the email address you provide to Systemates during the registration process (in your case). Notice shall be deemed given 24 hours after email is sent, unless the sending party is notified that the email address is invalid. Alternatively, we may give you notice by certified mail, postage prepaid and return receipt requested, to the address provided to Systemates during the registration process. In such case, notice shall be deemed given 3 days after the date of mailing.
17. Arbitration.
    Any legal controversy or legal claim arising out of or relating to this Agreement or our services, excluding legal action taken by Systemates to collect our fees and/or recover damages for, or obtain an injunction relating to, the Projectmates site operations, intellectual property, and our services, shall be settled by binding arbitration in accordance with the commercial arbitration rules of the American Arbitration Association. Any such controversy or claim shall be arbitrated on an individual basis, and shall not be consolidated in any arbitration with any claim or controversy of any other party. The arbitration shall be conducted in Fort Worth, Texas, and judgment on the arbitration award may be entered into any court having jurisdiction thereof. Either you or Systemates may seek any interim or preliminary relief from a court of competent jurisdiction in Fort Worth, Texas necessary to protect the rights or property of you or Systemates pending the completion of arbitration. Should either party file an action contrary to this provision, the other party may recover attorney's fees and costs up to $1000.00.
18. Additional Terms.
    The following policies are incorporated into this Agreement by reference and provide additional terms and conditions related to specific services offered on our site:
    Privacy Policy http://www.projectmates.com/privacy.asp
    User Agreement: http://www.projectmates.com/projectmates/core/UserAgreement.asp
    Each of these policies may be changed from time to time and are effective immediately after we post the changes on our site. In addition, when using Projectmates Software, you agree that you are subject to any posted policies or rules applicable to services you use through our site, which may be posted from time to time. All such posted policies or rules are hereby incorporated by reference into this Agreement.
19. General.
    This Agreement shall be governed in all respects by the laws of the State of Texas as such laws are applied to agreements entered into and to be performed entirely within Texas between Texas residents. We do not guarantee continuous, uninterrupted or secure access to our services, and operation of our site may be interfered with by numerous factors outside of our control. If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced. You agree that this Agreement and all incorporated agreements may be automatically assigned by Systemates, in our sole discretion, to a third party in the event of a merger or acquisition. Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section. Our failure to act with respect to a breach by you or others does not waive our right to act with respect to subsequent or similar breaches. This Agreement sets forth the entire understanding and agreement between us with respect to the subject matter hereof. Sections 1 (Fees and Services) with respect to fees owed for our services, 4 (Release), 8 (License), 9 (Access and Interference), 12 (Liability Limit), 13 (Indemnity) and 17 (Arbitration) shall survive any termination or expiration of this Agreement.