TERMS OF USE

Ingenuity Systems, Inc. (“Ingenuity”) [web site name] (the “Site”) - TERMS OF USE AND LEGAL RESTRICTIONS.

ATTENTION: PLEASE READ THESE TERMS CAREFULLY BEFORE ACCESSING OR USING THIS WEB SITE. USING THIS WEB SITE INDICATES THAT YOU ACCEPT THESE TERMS. IF YOU DO NOT ACCEPT THESE TERMS ("TERMS"), DO NOT USE THIS WEB SITE.

Use of Site. Ingenuity authorizes you to view and use the Site only for your personal, internal, non-commercial use. You may not use “spiders,” “bots” or otherwise generate automated queries to the Site or “scrape” or otherwise download materials from the Site (“Materials”) for any reason.

Use of Materials. Ingenuity grants you a nonexclusive, nontransferable, limited license to download and copy the Materials solely for your personal, internal, non-commercial use, provided that any use of the Materials on any other Web site or reproduction, copy or publication on any networked computer environment for any purpose is prohibited. You may not modify the Materials in any way or reproduce or publicly display, perform, or distribute or otherwise use them for any public or commercial purpose. You may print portions of material from the different areas of the Site solely for your own non-commercial use. If you breach any of these Terms, your authorization to use this Site automatically terminates and you must immediately destroy any copies of the materials, including printed materials. Except as expressly set forth in these Terms, Ingenuity grants you no licenses of any kind to use or access the Materials, whether by implication, estoppel, or otherwise. All rights in and to Materials not expressly granted to you in these Terms are expressly reserved for Ingenuity and its suppliers.

Modification of Terms. Ingenuity may modify these Terms at any time, and such modifications shall be effective immediately upon posting of the modified Terms. You agree that your continued access or use of the Site shall be deemed your conclusive acceptance of the modified Terms.

User Submissions. Other than personally identifiable information, which is covered under the Ingenuity Privacy Statement located at http://www.ingenuity.com/company/privacy.html, any material, information or other communication you transmit or post to this Site (“Communication”) is, and will be treated as, non-confidential and non-proprietary, and may be used by Ingenuity and its affiliates for any purpose without compensation to you.

Links To Other Web Sites. Links to third party Web sites on this Site are provided solely as a convenience to you. If you use these links, you will leave this Site. Ingenuity has not reviewed all of these third party sites and does not control and is not responsible for any of these sites or their content. Thus, Ingenuity does not endorse or make any representations about them, or any information, software or other products or materials found there, or any results that may be obtained from using them. If you decide to access any of the third party sites linked to this Site, you do this entirely at your own risk.

Disclaimer. YOU ASSUME TOTAL RESPONSIBILITY AND RISK ASSOCIATED WITH YOUR USE OF THE SITE. THE MATERIALS PROVIDED AT THIS SITE ARE PROVIDED "AS IS" WITHOUT ANY REPRESENTATIONS AND WARRANTIES OF ANY KIND, AND INGENUITY EXPLICITY DISCLAIMS ALL EXPRESS AND IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF INTELLECTUAL PROPERTY..

Limitation of Liability. IN NO EVENT WILL INGENUITY, ITS SUPPLIERS, LICENSORS, OR CONTENT PROVIDERS BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, OR INCIDENTAL DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, THOSE RESULTING FROM LOST PROFITS, LOST DATA OR BUSINESS INTERRUPTION) ARISING OUT OF THE USE, INABILITY TO USE, OR THE RESULTS OF USE OF OR RELIANCE ON THIS SITE, ANY WEB SITES LINKED TO THIS SITE, OR THE MATERIALS, FUNCTIONALITY OR INFORMATION CONTAINED AT ANY OR ALL SUCH SITES, OR ANY CLAIM ATTRIBUTABLE TO ERRORS, OMISSIONS, OR OTHER INACCURACIES AT THE SITE, WHETHER BASED ON WARRANTY, CONTRACT, TORT OR ANY OTHER LEGAL THEORY AND WHETHER OR NOT ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IF YOUR USE OF THE MATERIALS, FUNCTIONALITY OR INFORMATION FROM THIS SITE RESULTS IN THE NEED FOR SERVICING, REPAIR OR CORRECTION OF EQUIPMENT OR DATA, YOU ASSUME ALL COSTS THEREOF. INGENUITY’S TOTAL LIABILITY ARISING OUT OF OR RELATED TO THE MATERIALS OR YOUR USE OF THE SITE SHALL NOT EXCEED ONE HUNDRED DOLLARS (US$100). THE LIMITATIONS SET FORTH IN THIS SECTION SHALL APPLY EVEN IF A PARTY IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGE, AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

Indemnification. You agree to indemnify, defend and hold harmless Ingenuity, its officers, directors, employees, and agents from and against all losses, expenses, damages and costs, including reasonable attorneys’ fees, resulting from any violation of these Terms.

Miscellaneous. These Terms shall all be governed and construed in accordance with the laws of California. You agree that any legal action or proceeding between Ingenuity and you for any purpose concerning these Terms or the parties’ obligations hereunder shall be brought exclusively in a federal or state court of competent jurisdiction sitting in San Mateo County, California. Any cause of action or claim you may have with respect to the Site must be commenced within one (1) year after the claim or cause of action arises or such claim or cause of action is barred. If any provision of the Agreement is found by a court of competent jurisdiction to be unenforceable or invalid, that provision shall be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law and the remaining provisions shall remain in full force and effect. No failure to exercise, and no delay in exercising any right hereunder shall operate as a waiver thereof, nor will any single or partial exercise of any right hereunder preclude further exercise of any right hereunder. . Ingenuity may assign its rights and duties under these Terms to any party at any time without notice to you. Without limiting the generality of the foregoing, Ingenuity’s licensors, content providers and suppliers shall be intended third party beneficiaries of these Terms.