AGREEMENT BETWEEN USER AND SOLACE

The Solace Web Site is comprised of various Web sites and Web pages operated by Solace or its affiliates (collectively, the “Solace Web Sites”). The Solace Web Sites are offered to you conditioned on your acceptance without modification of the terms, conditions, and notices contained herein. Your use of the Solace Web Sites constitutes your agreement to all such terms, conditions, and notices. Your use of a particular Solace Web Site included within the Solace Web Sites may also be subject to additional terms outlined elsewhere in this agreement (the “Additional Terms”).

Additionally, the Solace Web Sites may themselves contain additional terms that govern particular features or offers (for example, user forums or chat areas). In the event that any of the terms, conditions, and notices contained herein conflict with the Additional Terms or other terms and guidelines contained within any particular Solace Web Site, then these terms shall control.

PRIVACY AND PROTECTION OF PERSONAL INFORMATION

See the Privacy Statement here for disclosures relating to the collection and use of your information.

MEMBER ACCOUNT, PASSWORD, AND SECURITY

If a particular Solace Site/Service requires you to open an account, you must complete the registration process by providing us with current, complete and accurate information as prompted by the applicable registration form. You then will choose a password and user name. You are entirely responsible for maintaining the confidentiality of your password and account. Furthermore, you are entirely responsible for any and all activities that occur under your account. You agree to notify Solace immediately of any unauthorized use of your account or any other breach of security. Solace will not be liable for any loss that you may incur as a result of someone else using your password or account, either with or without your knowledge. However, you could be held liable for losses incurred by Solace or another party due to someone else using your account or password. You may not use anyone else’s account at any time, without the permission of the account holder.

MODIFICATION OF THESE TERMS OF USE

Solace reserves the right to change the terms, conditions, and notices under which the Solace Sites/Services are offered, including but not limited to the charges associated with the use of the Solace Sites/Services. You are responsible for regularly reviewing these terms and conditions and additional terms posted on particular websites. Your continued use of the Solace Sites/Services constitutes your agreement to all such terms, conditions, and notices.

PERSONAL AND NON-COMMERCIAL USE LIMITATION

Unless otherwise specified, the Solace Sites/Services are for your personal and non-commercial use. You may not modify, copy, distribute, transmit, display, perform, reproduce, publish, license, create derivative works from, transfer, or sell any information, software, products or services obtained from the Solace Sites/Services.

LINKS TO THIRD PARTY SITES

The Solace Sites/Services may contain links to third party Web sites (“Linked Sites”). The Linked Sites are not under the control of Solace and Solace is not responsible for the contents of any Linked Site, including without limitation any link contained in a Linked Site, or any changes or updates to a Linked Site. Solace is not responsible for Web casting or any other form of transmission received from any Linked Site nor is Solace responsible if the Linked Site is not working appropriately. Solace is providing these links to you only as a convenience, and the inclusion of any link does not imply endorsement by Solace of the site or any association with its operators. You are responsible for viewing and abiding by the privacy statements and terms of use posted at the Linked Sites.

Any dealings with third parties (including advertisers) included within the Solace Sites/Services or participation in promotions, including the delivery of and the payment for goods and services, and any other terms, conditions, warranties or representations associated with such dealings or promotions, are solely between you and the advertiser or other third party. Solace shall not be responsible or liable for any part of any such dealings or promotions.

NO UNLAWFUL OR PROHIBITED USE

As a condition of your use of the Solace Sites/Services, you will not use the Solace Sites/Services for any purpose that is unlawful or prohibited by these terms, conditions, and notices. You may not use the Solace Sites/Services in any manner that could damage, disable, overburden, or impair any Solace Site/Service(s) (or the network(s) connected to any Solace Site/Service(s)) or interfere with any other party’s use and enjoyment of any Solace Site/Service(s). You may not attempt to gain unauthorized access to any Solace Site/Service, other accounts, computer systems or networks connected to any Solace Site/Service, through hacking, password mining or any other means. You may not obtain or attempt to obtain any materials or information through any means not intentionally made available through the Solace Sites/Services.

USE OF SERVICES

The Solace Sites/Services may contain e-mail services, bulletin board services, chat areas, news groups, forums, communities, personal web pages, calendars, photo albums, file cabinets and/or other message or communication facilities designed to enable you to communicate with others (collectively, “Communication Services”). You agree to use the Communication Services only to post, send and receive messages and material that are proper and, when applicable, related to the particular Communication Service. By way of example, and not as a limitation, you agree that when using a Communication Service, you will not:

Use the Communication Service in connection with surveys, contests, pyramid schemes, chain letters, junk email, spamming or any duplicative or unsolicited messages (commercial or otherwise).

Defame, abuse, harass, stalk, threaten or otherwise violate the legal rights (such as rights of privacy and publicity) of others.

Publish, post, upload, distribute or disseminate any inappropriate, profane, defamatory, infringing, obscene, indecent or unlawful topic, name, material or information.

Upload files that contain software or other material protected by intellectual property laws (or by rights of privacy of publicity) unless you own or control the rights thereto or have received all necessary consents to do the same.

Upload files that contain viruses, Trojan horses, worms, time bombs, cancelbots, corrupted files, or any other similar software or programs that may damage the operation of another’s computer or property of another.

Advertise or offer to sell or buy any goods or services for any business purpose, unless such Communication Service specifically allows such messages.

Download any file posted by another user of a Communication Service that you know, or reasonably should know, cannot be legally distributed in such manner.

Falsify or delete any author attributions, legal or other proper notices or proprietary designations or labels of the origin or source of software or other material contained in a file that is uploaded.

Restrict or inhibit any other user from using and enjoying the Communication Services.

Violate any code of conduct or other guidelines that may be applicable for any particular Communication Service.

Harvest or otherwise collect information about others, including e-mail addresses.

Violate any applicable laws or regulations.

Create a false identity for the purpose of misleading others.

Use, download or otherwise copy, or provide (whether or not for a fee) to a person or entity any directory of users of a Solace Site/Service(s) or other user or usage information or any portion thereof.

Solace has no obligation to monitor the Communication Services. However, Solace reserves the right to review materials posted to a Communication Service and to remove any materials in its sole discretion. Solace reserves the right to terminate your access to any or all of the Communication Services at any time, without notice, for any reason whatsoever.

Solace reserves the right at all times to disclose any information as Solace deems necessary to satisfy any applicable law, regulation, legal process or governmental request, or to edit, refuse to post or to remove any information or materials, in whole or in part, in Solace’s sole discretion.

Always use caution when giving out any personally identifying information about yourself in any Communication Service. Solace does not control or endorse the content, messages or information found in any Communication Service and, therefore, Solace specifically disclaims any liability with regard to the Communication Services and any actions resulting from your participation in any Communication Service. Managers and hosts are not authorized Solace spokespersons, and their views do not necessarily reflect those of Solace. Materials uploaded to a Communication Service may be subject to posted limitations on usage, reproduction and/or dissemination; you are responsible for adhering to such limitations if you download the materials.

MATERIALS PROVIDED TO SOLACE OR POSTED AT ANY SOLACE WEB SITE

Solace does not claim ownership of the materials you provide to Solace (including feedback and suggestions) or post, upload, input or submit to any Solace Site/Service or its associated services for review by the general public (each a “Submission” and collectively “Submissions”). However, by posting, uploading, inputting, providing or submitting your Submission you are granting Solace, its affiliated companies and necessary sub-licensees permission to use your Submission in connection with the operation of their Internet businesses including, without limitation, the rights to: copy, distribute, transmit, publicly display, publicly perform, reproduce, edit, translate and reformat your Submission; and to publish your name in connection with your Submission.

No compensation will be paid with respect to the use of your Submission, as provided herein. Solace is under no obligation to post or use any Submission you may provide and Solace may remove any Submission at any time in its sole discretion.

By posting, uploading, inputting, providing or submitting your Submission you warrant and represent that you own or otherwise control all of the rights to your Submission as described in this section including, without limitation, all the rights necessary for you to provide, post, upload, input or submit the Submissions.

SOFTWARE AND CONTENT AVAILABLE THROUGH THE SOLACE SITES/SERVICES

All content and software (if any) that is made available to view and/or download in connection with the Solace Sites/Services, excluding content and/or software that may be made available by end-users through a Communication Service, (“Software”) is owned by and is the copyrighted work of Solace Systems, Inc. and/or its suppliers and is protected by copyright laws and international treaty provisions. Your use of the Software is governed by the terms of the end user license agreement, if any, which accompanies or is included with the Software (“License Agreement”). You may not install or use any Software that is accompanied by or includes a License Agreement unless you first agree to the License Agreement terms.

For any Software not accompanied by a license agreement, Solace Systems, Inc. hereby grants to you, the user, a revocable personal, non-transferable license to use the Software for viewing and otherwise using the particular Solace Site/Service in accordance with these Terms of Use, and for no other purpose provided that you keep intact all copyright and other proprietary notices. Any reproduction or redistribution of the content and/or Software is expressly prohibited by law, and may result in severe civil and criminal penalties. Violators will be prosecuted to the maximum extent possible. WITHOUT LIMITING THE FOREGOING, COPYING OR REPRODUCTION OF THE CONTENT OR SOFTWARE TO ANY OTHER SERVER OR LOCATION FOR FURTHER REPRODUCTION OR REDISTRIBUTION IS EXPRESSLY PROHIBITED. You acknowledge that the Software, and any accompanying documentation and/or technical information, is subject to applicable export control laws and regulations of Canada. You agree not to export or re-export the Software, directly or indirectly, to any countries that are subject to USA export restrictions.

LIABILITY DISCLAIMER THE INFORMATION, SOFTWARE, PRODUCTS, AND SERVICES INCLUDED IN OR AVAILABLE THROUGH THE SOLACE SITES/SERVICES MAY INCLUDE INACCURACIES OR TYPOGRAPHICAL ERRORS. CHANGES ARE PERIODICALLY MADE TO THE SOLACE SITES/SERVICES AND TO THE INFORMATION THEREIN. SOLACE AND/OR ITS RESPECTIVE SUPPLIERS MAY MAKE IMPROVEMENTS AND/OR CHANGES IN THE SOLACE SITES/SERVICES AT ANY TIME. ADVICE RECEIVED VIA THE SOLACE SITES/SERVICES SHOULD NOT BE RELIED UPON FOR PERSONAL, MEDICAL, LEGAL OR FINANCIAL DECISIONS AND YOU SHOULD CONSULT AN APPROPRIATE PROFESSIONAL FOR SPECIFIC ADVICE TAILORED TO YOUR SITUATION. SOLACE SYSTEMS, INC. AND/OR ITS RESPECTIVE SUPPLIERS MAKE NO REPRESENTATIONS ABOUT THE SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS, LACK OF VIRUSES OR OTHER HARMFUL COMPONENTS AND ACCURACY OF THE INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS CONTAINED WITHIN THE SOLACE SITES/SERVICES FOR ANY PURPOSE. ALL SUCH INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND. SOLACE AND/OR ITS RESPECTIVE SUPPLIERS HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS WITH REGARD TO THIS INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS, INCLUDING ALL IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND WORKMANLIKE EFFORT.

TITLE AND NON-INFRINGEMENT.

YOU SPECIFICALLY AGREE THAT SOLACE SHALL NOT BE RESPONSIBLE FOR UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA, ANY MATERIAL OR DATA SENT OR RECEIVED OR NOT SENT OR RECEIVED, OR ANY TRANSACTIONS ENTERED INTO THROUGH AN SOLACE SITE/SERVICE. YOU SPECIFICALLY AGREE THAT SOLACE IS NOT RESPONSIBLE OR LIABLE FOR ANY THREATENING, DEFAMATORY, OBSCENE, OFFENSIVE OR ILLEGAL CONTENT OR CONDUCT OF ANY OTHER PARTY OR ANY INFRINGEMENT OF ANOTHER’S RIGHTS, INCLUDING INTELLECTUAL PROPERTY RIGHTS. YOU SPECIFICALLY AGREE THAT SOLACE IS NOT RESPONSIBLE FOR ANY CONTENT SENT USING AND/OR INCLUDED IN A SOLACE SITE/SERVICE BY ANY THIRD PARTY.

IN NO EVENT SHALL SOLACE AND/OR ITS SUPPLIERS BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL DAMAGES OR ANY DAMAGES WHATSOEVER INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF USE, DATA OR PROFITS, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OR PERFORMANCE OF THE SOLACE SITES/SERVICES, WITH THE DELAY OR INABILITY TO USE THE SOLACE SITES/SERVICES OR RELATED SERVICES, THE PROVISION OF OR FAILURE TO PROVIDE SERVICES, OR FOR ANY INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS OBTAINED THROUGH THE SOLACE SITES/SERVICES, OR OTHERWISE ARISING OUT OF THE USE OF THE SOLACE SITES/SERVICES, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, EVEN IF SOLACE OR ANY OF ITS SUPPLIERS HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES.

BECAUSE SOME PROVINCES/STATES/JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE SOLACE SITES/SERVICES, OR WITH ANY OF THESE TERMS OF USE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE SOLACE SITES/SERVICES.

TERMINATION/ACCESS RESTRICTION

Solace reserves the right, in its sole discretion, to terminate your access to any or all Solace Sites/Services and the related services or any portion thereof at any time, without notice. Solace may also terminate or suspend your access to Solace Site/Service(s) for inactivity, which is defined as failing to log into a particular service for an extended period of time, as determined by Solace. Upon termination of the Solace Site/Service, your right to use the Solace Site/Service immediately ceases.

LANGUAGE

It is the express will of the parties that this agreement and all related documents have been drawn up in English. C’est la volonté expresse des parties que la présente convention ainsi que les documents qui s’y rattachent soient rédigés en anglais.

GENERAL

This agreement is governed by the laws of the Province of Ontario, Canada. You hereby irrevocably consent to the exclusive jurisdiction and venue of courts in the Regional Municipality of Ottawa, Ontario, Canada. in all disputes arising out of or relating to the use of the Solace Sites/Services. Use of the Solace Sites/Services is unauthorized in any jurisdiction that does not give effect to all provisions of these terms and conditions, including without limitation this paragraph. You agree that no joint venture, partnership, employment, or agency relationship exists between you and Solace as a result of this agreement or use of the Solace Sites/Services. You agree to indemnify and hold Solace, its parents, subsidiaries, affiliates, officers and employees, harmless from any claim, demand, or damage, including reasonable attorneys’ fees, asserted by any third party due to or arising out of your use of or conduct on the Solace Sites/Services. Solace reserves the right to disclose any personal information about you or your use of the Solace Sites/Services, including its contents, without your prior permission if Solace has a good faith belief that such action is necessary to: (1) conform to legal requirements or comply with legal process; (2) protect and defend the rights or property of Solace or its affiliated companies; (3) enforce the terms or use; or (4) act to protect the interests of its members or others. Solace’s performance of this agreement is subject to existing laws and legal process, and nothing contained in this agreement is in derogation of Solace’s right to comply with governmental, court and law enforcement requests or requirements relating to your use of the Solace Sites/Services or information provided to or gathered by Solace with respect to such use. If any part of this agreement is determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of the agreement shall continue in effect. Unless otherwise specified herein, this agreement constitutes the entire agreement between the user and Solace with respect to the Solace Sites/Services and it supersedes all prior or contemporaneous communications and proposals, whether electronic, oral or written, between the user and Solace with respect to the Solace Sites/Services. A printed version of this agreement and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.

COPYRIGHT AND TRADEMARK NOTICES:

All contents of the Solace Web Sites are: Copyright (c) 2008 Solace Systems, Inc. and/or its suppliers, 535 Legget Drive, Third Floor, Ottawa, Ontario K2K 2X3, Canada.

TRADEMARKS.

Solace, Solace design, and/or other Solace products referenced herein are either trademarks or registered trademarks of Solace. The names of actual companies and products mentioned herein may be the trademarks of their respective owners.

Any rights not expressly granted herein are reserved.