TRANSPERA, INC. - TERMS OF USE

Welcome to the service. Use of and access to this service is subject to your compliance with these terms of use, so please read these carefully before using the service. Transpera reserves the right to limit or terminate your access to the service if you do not comply with these terms.

BY ACCESSING AND USING THE SERVICE IN ANY WAY, YOU AGREE TO BE BOUND BY THESE TERMS. IF YOU DO NOT AGREE TO ALL OF THE TERMS AND CONDITIONS CONTAINED IN THE TERMS OF USE, DO NOT USE THE SERVICE IN ANY MANNER. If you are using the service on behalf of your employer, you represent that you are authorized to accept these terms of you on your employer’s behalf.

MODIFICATIONS TO TERMS OF USE

Transpera may change, modify, update, add or remove portions of these terms of use at any time. Please check these terms of use periodically for changes. Your continued use of the service following the posting of any changes will signify your acceptance of those changes.

INTELLECTUAL PROPERTY AND RESTRICTIONS ON USE OF CONTENT

Except as otherwise set forth elsewhere in the service, you may view, copy, print, and distribute pages within the service, subject to the following (use for any other purpose is expressly prohibited):

• Your use of the information is for informational, personal, and non-commercial purposes only;
• You will not modify the documents or graphics;
• You will not copy or distribute graphics separate from their accompanying text and you will not quote materials out of their context;
• You will display the Transpera copyright notices and other proprietary notices that appear in the service and posted materials as they appear on every copy you make;
• You will not remove any copyright notices or substitute any copyright notices that imply that the materials you view, print, copy, or distribute are owned by anyone else;
• You agree that Transpera may revoke this permission at any time and you will immediately stop your activities related to this permission upon notice from Transpera; and
• Except as expressly set forth in these terms of use, you may not copy, download, display, distribute, publish, enter into a database, perform, modify, create derivative works, transmit, post, decompile, reverse engineer, disassemble or in any way exploit any of our intellectual property (as defined below) or the service.

The service and all of its contents (articles, text, photographs, images, illustrations, graphics, video material, audio material, and software — collectively, the “intellectual property”), are protected by copyright, trademark and other laws of the United States, as well as international conventions and the laws of other countries. The intellectual property is owned or controlled by Transpera or, subject to the Submissions section below, the party credited as the provider of the intellectual property. Permission to use the service’s contents does not include permission to copy the design elements, look and feel, or layout of the service. Those elements of the service are protected by United States and international laws and may not be copied or imitated in whole or in part. No logo, graphic, or image from the service may be copied or retransmitted unless expressly permitted by Transpera.

SUBMISSIONS

All articles, text, photographs, images, illustrations, graphics, video material, audio material, reports, evaluations, comments, suggestions, feedback, ideas and other submissions offered or submitted by you to the service (the “Submissions”) shall be and remain the property of Transpera, and you hereby assign to Transpera all worldwide rights, title, and interest of any kind whatsoever in such Submissions. Transpera shall exclusively own all such rights, title, and interests and shall not be limited in any manner in its use of the Submissions for any purpose, including but not limited to reproduction, disclosure, transmission, publication, broadcast, posting, developing, manufacturing, and marketing products or services using information contained in such Submissions. Transpera is and shall be under no obligation to pay any compensation for any Submission. If you make any Submissions to any portion of service you agree not to post or transmit any lewd, profane, obscene, sexually graphic, indecent, libelous, violent, harassing, inflammatory, fraudulent or otherwise inappropriate material, or any material that violates any person’s privacy or rights of publicity; or which is harmful to Transpera’s, the service’s or any other systems and networks. The service reserves the right to edit or remove any Submission that, in its judgment, is not appropriate.

NO UNLAWFUL OR PROHIBITED USE

You may not use the service (i) for any purpose that is unlawful or prohibited by these terms of use, or (ii) in any manner that could damage, disable, overburden, or impair any Transpera server, or the network(s) connected to any Transpera server, or interfere with any other party’s use and enjoyment of the service.

COPYRIGHT AND TRADEMARKS INFORMATION

COPYRIGHT NOTICE: Copyright © 2007 Transpera, Inc. All rights reserved.

“Transpera” is a pending trademark of Transpera, Inc. All other trademarks, trade names, service marks, service names are the property of their respective holders.

PRIVACY POLICY

Transpera respects your desire for privacy. Transpera's privacy policy can be found at www.transpera.com. By using the service, you are consenting to the terms of our privacy policy.

LINKS TO THIRD PARTY WEBSITES

The service may contain links to third-party websites which are not under the control of Transpera, and Transpera is not responsible for the contents of any linked site or any link contained in a linked site, or any changes or updates to such sites. Transpera is providing these links to you only as a convenience, and the inclusion of any link does not imply that Transpera endorses or accepts any responsibility for the content on such third-party site.

WARRANTY DISCLAIMER

EXCEPT AS EXPRESSLY PROVIDED OTHERWISE, ALL INFORMATION ON THE SERVICE IS PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND AND TRANSPERA HEREBY DISCLAIMS ALL WARRANTIES EITHER EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, TITLE, AND QUIET ENJOYMENT. In no event will Transpera be liable for any special, indirect or consequential damages or any damages whatsoever resulting from loss of use, data or profits, whether in an action of contract, negligence or other tortious action, arising out of or in connection with the use of the service or information available on the service.

Except as expressly provided otherwise, you assume all risks concerning the suitability and accuracy of the information on the service. The service may contain technical inaccuracies or typographical errors. Transpera assumes no responsibility for and disclaims all liability for any such inaccuracies, errors, or omissions on the service.

INDEMNIFICATION

You agree to defend, indemnify, and hold harmless Transpera, its vendors, and their affiliates and related entities and each of their respective directors, officers, employees, and agents from and against all claims, losses, damages, liabilities, and costs (including but not limited to reasonable attorneys' fees and court costs), arising out of or relating to your breach of these terms of use or your access to or use of the service. The foregoing indemnification obligation shall survive termination of these terms of use, the service, and any product or service relating to your use of the service.

GENERAL INFORMATION

These terms of use constitute the entire agreement between you and Transpera regarding this subject matter, and govern your use of the service. By accessing the service, you agree that the statutes and laws of the United States and the State of California, without regard to any principles of conflicts of law, will apply to all matters relating to the use of the service, and you further agree that any litigation will be subject to the exclusive jurisdiction of the courts in Los Angeles County, California.

The failure of Transpera to exercise or enforce any right or provision of these terms of use does not constitute a waiver of such right or provision. If a court of competent jurisdiction finds any provision of these terms of use to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of these terms of use remain in full force and effect. Regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the service or these terms of use must be filed within one (1) year after such claim or cause of action arose or be forever barred. The section titles in these terms of use are for convenience only and have no legal or contractual effect.

EFFECTIVE DATE

These terms of use were last revised on November 1, 2007.