Terms & conditions

The MANAGINGSOFTWARE.COM Website (the "Website") is an online information and communications service provided by MANAGING SOFTWARE ("MANAGING SOFTWARE"), subject to your compliance with the Terms and Conditions ("Terms and Conditions") set forth below including, all exhibits hereto.

Marks which appear on this Website may be marks of third parties that are not affiliated with MANAGING SOFTWARE. MANAGING SOFTWARE and its affiliates do not control or endorse the content of third party Websites.

Please read this Agreement carefully before accessing or using the Website. By accessing or using the Website, you agree to be bound by the Terms and Conditions set forth below. If you do not wish to be bound by these Terms and Conditions, you may not access or use the Website. If you utilize the Website in a manner inconsistent with these Terms and Conditions, MANAGING SOFTWARE may terminate your access, block your future access and/or seek such additional relief as the circumstances of your misuse indicate is proper. MANAGING SOFTWARE may modify this Agreement at any time, and such modifications shall be effective immediately upon posting of the modified Agreement. You agree to review the Agreement periodically to be aware of such modifications and your continued access or use of the Website shall be deemed your conclusive acceptance of the modified Agreement.

CONTENTS

1. Operating Policies
2. Copyright, Licenses and Idea Submissions
3. Use of the Website
4. Indemnification
5. Third Party Rights
6. Term; Termination
7. Miscellaneous
8. Exhibit A

TERMS & CONDITIONS

1. Operating Policies.

   You agree to comply with the Operating Policies set forth in Exhibit A (as they may be amended by MANAGING SOFTWARE from time to time), which are the rules that govern your activity in connection with the Website. MANAGING SOFTWARE has the right but not the obligation to remove any communications and materials that MANAGING SOFTWARE believes in its sole discretion violate the Operating Policies.

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2. Copyright, Licenses and Idea Submissions.

   The entire contents of the Website are copyrighted under international copyright laws (BERNE CONVENTION). The owner of the copyright is MANAGING SOFTWARE. You may print and download portions of material from the different areas of the Website solely for your own non-commercial use. You may make: (a) one machine readable copy, (b) one backup copy, and (c) one print copy of any portions of material downloaded from the different areas of the Website solely for your non-commercial use. Any other copying, redistribution, retransmission or publication of any downloaded material, is strictly prohibited without the express written consent of MANAGING SOFTWARE or any third party information provider to the Website. You agree not to change or delete any proprietary notices from materials downloaded from the Website. You agree to grant to MANAGING SOFTWARE a non-exclusive, royalty-free, worldwide, perpetual license, with the right to sublicense, to reproduce, distribute, transmit, create derivative works of, publicly display and publicly perform any materials and other information (including, without limitation, ideas contained therein for new or improved products and services) you submit to public areas of the Website (such as bulletin boards, forums and newsgroups) by all means and in any media now known or hereafter developed. You also grant to MANAGING SOFTWARE the right to use your name in connection with the submitted materials and other information as well as in connection with all advertising, marketing and promotional material related thereto. You agree that you shall have no recourse against MANAGING SOFTWARE for any alleged or actual infringement or misappropriation of any proprietary right in your communications to us.

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3. Use of the Website.

   You understand that, except for information, products or services clearly identified as being supplied by MANAGING SOFTWARE, MANAGING SOFTWARE does not operate, control or endorse any information, products or services on the Internet in any way. Except for MANAGING SOFTWARE-identified information, products or services, all information, products and services offered through the Website or on the Internet generally are offered by third parties that are not affiliated with MANAGING SOFTWARE. You also understand that MANAGING SOFTWARE cannot and does not guarantee or warrant that files available for downloading through the Website will be free of infection or viruses, worms, Trojan horses or other code that manifest contaminating or destructive properties. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for accuracy of data input and output, and for maintaining a means external to the Website for the reconstruction of any lost data.

   You assume total responsibility and risk for your use of the Website and the Internet. MANAGING SOFTWARE does not make any express or implied warranties, representations or endorsements whatsoever (including without limitation warranties of title or noninfringement, or the implied warranties of merchantability or fitness for a particular purpose) with regard to the Website, any merchandise, information or service provided through the Website or on the Internet generally, and MANAGING SOFTWARE shall not be liable for any cost or damage arising either directly or indirectly from any such transaction. It is solely your responsibility to evaluate the accuracy, completeness and usefulness of all opinions, advice, services, merchandise and other information provided through the Website or on the Internet generally. MANAGING SOFTWARE does not warrant that the Website will be uninterrupted or error-free or that defects in the Website will be corrected. The Website and any software made available on the Website are provided on an "as is, as available" basis.

   You understand further that the Internet contains unedited materials some of which are sexually explicit or may be offensive to you. You access such materials at your risk. MANAGING SOFTWARE has no control over and accepts no responsibility whatsoever for such materials.

   In no event will MANAGING SOFTWARE be liable for (I) any incidental, consequential, or indirect damages (including, but not limited to, damages for loss of profits, business interruption, loss of programs or information, and the like) arising out of the use of or inability to use the Website, or any information, or transactions provided on the Website or downloaded or hyperlinked from the Website, even if MANAGING SOFTWARE or its authorized representatives have been advised of the possibility of such damages, or (II) any claim attributable to errors, omissions, or other inaccuracies in the Website and/or materials or information downloaded through, or hyperlinked from, the Website. because some states do not allow the exclusion or limitation of liability for consequential or incidental damages, the above limitation may not apply to you. In such states, MANAGING SOFTWARE's liability is limited to the greatest extent permitted by law.

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4. Indemnification.

   You agree to indemnify, defend and hold harmless MANAGING SOFTWARE, its officers, directors, employees, agents, licensors, suppliers and any third party information providers to the Website from and against all losses, expenses, damages and costs, including reasonable attorneys' fees, resulting from any violation of this Agreement by you.

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5. Third Party Rights.

   The provisions of paragraphs 3 (Use of the Website), and 4 (Indemnification) are for the benefit of MANAGING SOFTWARE and its officers, directors, employees, agents, licensors, suppliers, and any third party information providers to the Website. Each of these individuals or entities shall have the right to assert and enforce those provisions directly against you on its own behalf.

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6. Term; Termination.

   This Agreement may be terminated by either party without notice at any time for any reason; provided that you may no longer use the Website after you have terminated this Agreement. The provisions of paragraphs 2 (Copyright, Licenses and Idea Submissions), 3 (Use of the Website), 4 (Indemnification), 5 (Third Party Rights) and 7 (Miscellaneous) shall survive any termination of this Agreement.

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7. Miscellaneous.

   This Agreement shall all be governed and construed in accordance with the laws of Belgium applicable to agreements made and to be performed in Belgium. You agree that any legal action or proceeding between MANAGING SOFTWARE and you for any purpose concerning this Agreement or the parties' obligations hereunder shall be brought exclusively in the courts of Antwerp (Belgium). Any cause of action or claim you may have with respect to the Website must be commenced within one (1) year after the claim or cause of action arises or such claim or cause of action is barred. MANAGING SOFTWARE's failure to insist upon or enforce strict performance of any provision of this Agreement shall not be construed as a waiver of any provision or right. Neither the course of conduct between the parties nor trade practice shall act to modify any provision of this Agreement. MANAGING SOFTWARE may assign its rights and duties under this Agreement to any party at any time without notice to you.

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8. Exhibit A

   Operating Policies

   Your participation in on-line communications occurs in real time and is not edited, censored, or otherwise controlled by MANAGING SOFTWARE. MANAGING SOFTWARE cannot and does not screen content provided by users of the Website. Notwithstanding the foregoing, MANAGING SOFTWARE reserves the right to monitor content on the Website and to remove content which MANAGING SOFTWARE, in its sole discretion, determines to be harmful, offensive, or otherwise in violation of these Operating Policies. In order to maintain an informative and valuable service that meets the needs of the users of the Website and avoids the harm that can result from disseminating statements that are false, malicious, violate the rights of others, or otherwise harmful, it is necessary to establish the following rules to protect against abuse:

   1. Unless you are participating in an area of the Website that requires or encourages anonymity, use your real name in online communications.

   2. You may not post or transmit any message which is libelous, defamatory or which discloses private or personal matters concerning any person. You may not post or transmit any message, data, image or program which is indecent, obscene or pornographic.

   3. You may not post or transmit any message, data, image or program that would violate the property rights of others, including unauthorized copyrighted text, images or programs, trade secrets or other confidential proprietary information, and trademarks or service marks used in an infringing fashion.

   4. You may not interfere with other users use of the Website.

   5. You may not use any robot, spider, or other automatic device or process to monitor or copy our web pages or any portion of the content contained herein without our express written permission.

   6. You may not post or transmit any file which contains viruses, worms, "Trojan horses" or any other contaminating or destructive features.

   7. You may not post or transmit any message which is harmful, threatening, abusive or hateful. It is not the Website's intent to discourage you from taking controversial positions or expressing vigorously what may be unpopular views; however, MANAGING SOFTWARE reserves the right to take such action as it deems appropriate in cases where the Website is used to disseminate statements which are deeply and widely offensive and/or harmful.

   8. You may not post or transmit charity requests, petitions for signatures, chain letters or letters relating to pyramid schemes. You may not post or transmit any advertising, promotional materials or any other solicitation of other users of the Website for goods or services except in those areas (e.g., a classified bulletin board) that are designated for such purpose.

   9. You may not post or list articles which are off-topic according to the description of the group or list or send unsolicited mass emailings to 10 people or more if such e-mail could reasonably be expected to provoke complaints from its recipients.

   10. You may not use the facilities and capabilities of the Website to conduct any activity or solicit the performance of any illegal activity or other activity which infringes the rights of others.

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