WEBIPLEX, INC. DocuPeak Web Site - Terms and Conditions of Use

WEBIPLEX, INC. ("Webiplex"), provides the information and services on its DocuPeak Web site (the "Site") under the following terms and conditions. By accessing and/or using the Site, you indicate your acceptance of these terms and conditions.

1. LAWS AND REGULATIONS.
Access to and use of this Site are subject to all applicable international, federal, state and local laws and regulations. User agrees not to use the Site in any way which violates such laws or regulations.

2. LICENSES TO USE THE DOCUPEAK SOFTWARE PLATFORM AND SERVICES.
DocuPeak and related software is the licensed and/or owned property of and embodies the proprietary trade secret technology of WEBIPLEX and is protected by copyright laws and international copyright treaties, as well as other intellectual property laws. Unauthorized use and copying of such software is prohibited by law. The fees a client ("Client") pays WEBIPLEX for and/or related services include a license fee that entitles you to use the DocuPeak platform and related software and services (collectively, the "Webiplex Services") as set forth in your license. The right to use the DocuPeak platform, software and related services is granted only to subscribers/licensees of DocuPeak. This license terminates when Client stops receiving Webiplex Services and/or the license terminates as provided in the license agreement and Purchase Order. WEBIPLEX grants to Client a non-exclusive, non-transferable license to use the Webiplex Services and any related documentation supplied to Client. In the event that WEBIPLEX supplies updates, corrections, modifications or new versions or releases of the software associated with the Application (the "Updates"), such Updates shall be part of the Webiplex Services and the provisions of this Agreement shall apply to such Updates. The Webiplex Services are licensed not sold. Client receives no rights to the DocuPeak platform, any software or intellectual property of WEBIPLEX or its licensors, except as expressly stated herein. Client shall be responsible for ensuring that its employees that access the Webiplex Services comply with all the terms of this Agreement and the online terms. WEBIPLEX may discontinue or suspend access to the Webiplex Services by any employee of Client if WEBIPLEX has reason to believe that such employee has violated such terms or is otherwise using the Webiplex in an inappropriate manner.

3. COPYRIGHT AND TRADEMARKS.
The information available on or through this Site is the property of WEBIPLEX, or its licensors, and is protected by copyright, trademark, and other intellectual property laws. Users may not modify, copy, distribute, transmit, display, publish, sell, license, create derivative works or otherwise use any information available on or through this Site for commercial or public purposes. Users may not use the trademarks, logos and service marks ("Marks") for any purpose including, but not limited to use as "hot links" or meta tags in other pages or sites on the World Wide Web without the written permission of WEBIPLEX or such third party that may own the Mark.

4. TAMPERING.
User agrees not to modify, move, add to, delete or otherwise tamper with the information contained in WEBIPLEX's Web site. User also agrees not to decompile, reverse engineer, disassemble or unlawfully use or reproduce any of the software, copyrighted or trademarked material, trade secrets, or other proprietary information contained in the Site.

5. RESERVATION OF RIGHTS.
The Site and any Webiplex Services provided on or through the Site are the intellectual property and copyrighted works of Webiplex or a third party provider. All rights, title and interest not expressly granted with respect to the Site and Webiplex Services provided on or through the Site are reserved. All Webiplex Services are provided on an "As Is" and "As Available" basis, and Webiplex reserves the right to terminate the permissions granted to you at any time

6. INDEMNITY.
You agree to indemnify and hold harmless Webiplex its officers, directors, employees and agents from and against any and all claims, liabilities, damages, losses or expenses, including reasonable attorneys' fees and costs, due to or arising out of your use of the Webiplex Services, your violation of the Terms of Use or any additional rules, guidelines or terms of use posted for a specific area of the Site or Webiplex Services provided on or through the Site, or your violation or infringement of any third party rights.

7. THIRD PARTY INFORMATION.
Although WEBIPLEX monitors the information on the Site, some of the information is supplied by independent third parties. While WEBIPLEX makes every effort to insure the accuracy of all information on the Site, WEBIPLEX makes no warranty as to the accuracy of any such information.

8. LINKS TO THIRD PARTY SITES.
This Site may contain links that will let you access other Web sites that are not under the control of WEBIPLEX. The links are only provided as a convenience and WEBIPLEX does not endorse any of these sites. WEBIPLEX assumes no responsibility or liability for any material that may accessed on other Web sites reached through this Site, nor does WEBIPLEX make any representation regarding the quality of any product or service contained at any such site.

9. LINKS FROM THIRD PARTY SITES.
WEBIPLEX prohibits unauthorized links to the Site and the framing of any information contained on the site or any portion of the Site. WEBIPLEX reserves the right to disable any unauthorized links or frames. WEBIPLEX has no responsibility or liability for any material on other Web sites that may contain links to this Site.

10. NO WARRANTIES.
Information and documents provided on this Site are provided "as is" without warranty of any kind, either express or implied, including without limitation warranties of merchantability, fitness for a particular purpose, and non-infringement. WEBIPLEX uses reasonable efforts to include accurate and up-to-date information on this Site; it does not, however, make any warranties or representations as to its accuracy or completeness. WEBIPLEX periodically adds, changes, improves, or updates the information and documents on this Site without notice. WEBIPLEX assumes no liability or responsibility for any errors or omissions in the content of this Site. Your use of this Site is at your own risk.

11. LIMITATION OF LIABILITY.
UNDER NO CIRCUMSTANCES SHALL WEBIPLEX BE LIABLE FOR ANY DAMAGES SUFFERED BY YOU, INCLUDING ANY INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, ANY LOST PROFITS OR DAMAGES FOR BUSINESS INTERRUPTION, LOSS OF INFORMATION, PROGRAMS OR OTHER DATA) THAT RESULT FROM ACCESS TO, USE OF, OR INABILITY TO USE THIS SITE OR DUE TO ANY BREACH OF SECURITY ASSOCIATED WITH THE TRANSMISSION OF INFORMATION THROUGH THE INTERNET, EVEN IF WEBIPLEX WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

12. PRIVACY.
Protecting the privacy of our clients and users of our Sites is important to WEBIPLEX. The WEBIPLEX Web Site Privacy Statement describes how we use and protect information you provide to us.

13. SECURITY.
Data transmitted to and from WEBIPLEX client Sites is encrypted for the user's protection. However, the security of information transmitted through the Internet can never be guaranteed. WEBIPLEX is not responsible for any interception or interruption of any communications through the Internet or for changes to or losses of data. User is responsible for maintaining the security of any password, user ID, or other form of authentication involved in obtaining access to password protected or secure areas of WEBIPLEX sites.

14. TRANSMISSION OF PERSONAL DATA.
User acknowledges and agrees that by providing WEBIPLEX with any personal information through the Site, User consents to the transmission of such personal user information over international borders as necessary for processing in accordance with WEBIPLEX's standard business practices and the WEBIPLEX Web Site Privacy Statement.

15. ACCESS TO PASSWORD PROTECTED/SECURE AREAS.
Access to and use of password protected and/or secure area of the Site is restricted to authorized users only. Unauthorized access to such areas is prohibited and may lead to criminal prosecution.

16. JURISDICTION/GOVERNING LAW.
These terms and conditions shall be governed and construed in accordance with the laws of the State of California, USA, and applicable federal laws without regard to conflicts of law principles. User agrees that any and all proceedings relating to this site and the subject matter contained herein shall be maintained in the courts of the state of California in Orange County or the federal district courts sitting in Orange County, California, which courts shall have exclusive jurisdiction for such purpose.