Perillon Software, Inc.

TERMS AND CONDITIONS OF USE

All use of the Perillon Web site ("this Web site") is subject to the terms and conditions set forth below. By accessing all or any part of this Web site, you agree that you are at least eighteen (18) years old and that you consent to and shall be bound by these terms and conditions, as in effect at the time of such access. Each time you access this Web site, these terms and conditions should be reviewed because Perillon reserves the right to change these conditions from time to time. All users of this Web Site are also subject to the Perillon Privacy Policy, and you hereby agree to review such policy.

1. Intellectual Property Rights.

If you purchase products or services available through this Web site, you will receive a username and a password, and an account will be opened in your name. You will be responsible for maintaining the confidentiality of your username, password and account. You will be responsible for all activities that occur under your username, password or account. You agree to exit from your account at the end of each visit to this Web site. You agree to immediately notify Perillon of any unauthorized use of your username, password or account. Perillon will not be liable for any loss or damage arising from your failure to comply with the above policy. Perillon reserves the right to refuse to sell to, or provide services to, users in its sole discretion.

1.1. Perillon and Perillon third party providers own all proprietary rights, including patent, copyright, trade secret, trademark and other proprietary rights, in and to the information, content and products contained in and offered on this Web site, (other than information provided by users that have entered into an agreement with respect to Perillon's ASP services), including all software (in object code and source code form), services, any corrections, bug fixes, enhancements, derivatives, updates or other modifications, including custom modifications, to the software and the services, whether made by Perillon or any third party, any data or information developed or provided by Perillon or its suppliers, and any know-how, methodologies, equipment, or processes used by Perillon to provide the services to users (collectively, the "Materials"). Nothing in these Terms and Conditions shall be construed to grant any rights to you or any other user in any of the Materials or in any source code, software, products, systems or services used in connection with the Materials.

1.2. The Materials supplied by Perillon are confidential and proprietary trade secrets of Perillon, protected by law, and of substantial value to Perillon. You agree to notify Perillon immediately of the unauthorized use of the Materials. You hereby agree not to challenge the rights of Perillon in and to the Materials, including without limitation, the copyrights in the software. In the event that you, (or any of your officers, directors, employees or representatives), breach, attempt to breach, or threaten to breach any of the provisions of this Section, Perillon shall have the right, in addition to such other remedies that may be available, to seek temporary and permanent injunctive relief, without posting bond, enjoining such actions or attempts, it being acknowledged that Perillon would suffer irreparable injuries and that legal remedies are inadequate.

2. Links And Third Party Information.

This Web site may contain links to Web sites operated by parties other than Perillon Software, Inc. The sites linked from this Web site are not part of this Web site and Perillon has no responsibility or liability for any materials, products or services that may be accessed through any such links. Except as otherwise set forth on this Web site, Perillon does not recommend, endorse or sponsor any organizations, products or services that are linked to from this Web site. Perillon has the right, without notice, to review, edit or delete links and third party material on this Web site.

3. Username, Password and Account.

You will receive a username and password, and an account will be opened in your name for Software (if any) that is made available to download from this Web site. You will be responsible for maintaining the confidentiality of your username, password and account. You will be responsible for all activities that occur under your username, password or account. You agree to exit from your account at the end of each visit to this Web site. You agree to immediately notify Perillon of any unauthorized use of your username, password or account. Perillon will not be liable for any loss or damage arising from your failure to comply with the above policy. Perillon reserves the right to refuse to sell to, or provide services to, users in its sole discretion.

4. Limitation Of Liability And Warranty.

4.1. Perillon and its third party providers (including their officers, directors, agents and any party controlling, controlled by or under common control with such party) shall have no liability for any indirect, incidental, punitive, special or consequential damages (including, but not limited to, loss of profit, lost data, loss of use of the services, business interruption, loss of business reputation or goodwill, costs of substitute services, or downtime costs) arising out of or relating to this Web site, even if Perillon or its third party provider has been previously advised of the possibility of such damages and notwithstanding any failure of essential purpose. Notwithstanding any other provision of these terms and conditions, the aggregate liability of Perillon and its third party providers (and its and their officers, directors, agents and any party controlling, controlled by or under common control with such party) to a user for damages for any cause whatsoever relating to or arising out of these terms and conditions or the Materials, and regardless of the form of action, shall not exceed one hundred dollars.

5. Indemnification.

You agree to indemnify and hold harmless Perillon from all damages, liabilities, costs, charges and expenses, including reasonable attorneys' fees, which Perillon (and its and their officers, directors, agents and any party controlling, controlled by or under common control with such party) may incur as a result of either: (i) your breach of these Terms and Conditions; or (ii) material entered into this Web site by you. Perillon reserves the right to assume the exclusive defense and control of any such matter for which you have agreed to indemnify Perillon in which event you shall have no further obligation to indemnify with respect to that matter.

6. Other Limitations On Use.

6.1. You agree not to use any robot, spider, other automatic device or program or manual process to monitor, copy or reproduce this Web site.

6.2. You agree not to interfere with the functionality of this Web site by: (i) uploading, e-mailing or transmitting any material that contains software viruses or any other computer code, files or programs designed to destroy or limit the functionality of this Web site, Perillon computer software, hardware or telecommunications equipment; (ii) disrupting the normal flow of this Web site, causing a screen to scroll faster than it can be usable or acting in a manner that limits other's use of this Web site; (iii) otherwise modifying the Perillon Web Site or interfering or attempting to interfere with the proper operation of this Web site, including through the use of any device, software or routine, or (iv) using this Web site to disrupt the servers or networks connected to the Web server.

6.3. You agree not to use this Web site to forge headers or identifiers in an effort to disguise the origin of content transmitted through this Web site, impersonate any person or entity, or misrepresent your affiliation with a person or entity.

6.4. You agree not to use this Web site to upload, email or transmit (i) any content that is unlawful, threatening, harassing, vulgar, libelous or racially or ethnically objectionable or (ii) any unauthorized advertising, junk mail, spam, chain letters or any other form of solicitation.

6.5. You agree not to use this Web site to directly or indirectly violate any local, state, national or international law.

6.6. You agree not to use this Web site to collect or store personal data about other users.

7. Separate License Agreement(s).

All products and services offered on this Web site are subject to separate license agreements that will govern the terms and conditions of the use of such products and services. You will have an opportunity to review and accept or reject the terms of such agreements before utilizing the products and services.