ACCEPTANCE OF TERMS

Denali Systems, Inc. ("Denali Systems") makes available to you on this Web site (the "Site") information, documents, images, software and products (collectively, the "Materials") and various services operated by Denali Systems (collectively, the "Services"), subject to the terms and conditions set forth in this document (the "Terms of Use"). By accessing or using this Site, which includes your access to or use of any of the Services, you agree to the Terms of Use. Denali Systems reserves the right to change the Terms of Use from time to time at its sole discretion. Your use of the Site will be subject to the most current version of the Terms of Use posted on the Site at the time of such use. In addition, when using particular Services or Materials on this Site, or entering sections of the Site for Members, you shall be subject to any posted guidelines or rules applicable to such Services or Materials that may contain terms and conditions in addition to those in the Terms of Use. All such guidelines or rules are hereby incorporated by reference into the Terms of Use. If you breach any of the Terms of Use, your authorization to use this Site automatically terminates and you must immediately destroy any Materials downloaded or printed from the Site.

This Agreement is void where prohibited by law, and the right to access the Site and Materials is revoked in such jurisdictions.



LIMITED COPYRIGHT LICENSE

The Materials and Services on this Site, including, but not limited to, the compilation of all content, are protected by copyright and/or other intellectual property laws and any unauthorized use of the Materials or Services at this Site may violate such laws. Except as expressly provided herein, Denali Systems and its suppliers do not grant any express or implied right to you under any patents, copyrights, trademarks, rights in trade secrets, or other intellectual property rights with respect to the Materials and Services.

Except as expressly permitted herein, no portion of the Materials on this Site may be reproduced in any form or by any means without the prior written permission of Denali Systems.

Use of Software. The software and accompanying documentation that are made available to download from this Site are the copyrighted work of Denali Systems and/or its licensors or suppliers. The Terms of Use, any additional terms or end user license agreements that accompanies or is included with such software, or that are set out below govern use of the software. You will not be able to download or install any software that is accompanied by or includes an end-user license agreement unless you agree to the terms of such end-user license agreement. If you do not agree to such terms, you will not be able to use the software. You may not alter, reverse engineer, translate, disassemble, decompile, or otherwise attempt to derive source code to the Materials in whole or in part or otherwise reduce the software portion of Materials to any human perceivable form or to alter any files included with copies of the Materials delivered hereunder or to create any derivative work. Nothing contained in this Terms of Use shall be interpreted so as to exclude or prejudice the rights (if any) of any end user expressly permitted to decompile under applicable law if it is essential to do so in order to achieve operability of the Materials with another software program, and you have first requested Denali Systems to provide the information necessary to achieve such operability and Denali Systems has not made such information available. Denali Systems has the right to impose reasonable conditions and to request a reasonable fee before providing such information. Any information supplied by Denali Systems or obtained by you, as permitted hereunder, may not be disclosed to any third party or used to create any software or files that are substantially similar to the expression of the Materials. Requests for information should be directed to Denali Systems's Client Support department.

Use of Site Information. Except as otherwise indicated elsewhere on this Site, you may view, download, and print the documents and information available on this Site subject to the following conditions:

• The documents and information may be used solely for personal, informational, and internal purposes.
• Except as expressly permitted, the documents and information may not be modified or altered in any way.
• Except as expressly permitted, the documents and information on the Site may not be distributed.
• You may not remove any copyright, trademark or other proprietary notices contained in the documents and information.
• Denali Systems reserves the right to revoke the authorization to view, download, and print the documents and information available on this Site at any time, and any such use shall be discontinued immediately upon written notice from Denali Systems.
• The rights granted to you constitute a limited license and not a transfer of title.

The rights specified above to view, download, and print the documents and information available on this Site are not a right to copy the design, layout, or look and feel of the Site apart from the uses permitted herein. Elements of this Site are protected by trade dress and other laws and may not be copied or imitated in whole or in part. You agree not to use any means to circumvent log in, password, and other protections Denali Systems puts in place to restrict access to certain parts of the Site.



REGISTRATION AND MEMBER INFORMATION
Certain portions of the Site are only available to individuals and entities that have become registered members of Denali as described in these Terms of Use ("Members"). The services or materials available to Members may include services provided by Denali Systems and by third parties ("Associates"). To become a Member of Denali, you must submit a complete Denali registration form. By submitting a registration form, you represent and warrant (a) that you are 18 years of age or over, and (b) you personally are signing up as a Member, or (iii) that you are signing up as a Member on behalf of an entity you have identified in the registration form and are authorized to sign for and bind that entity; and (c) the information on the registration form is current, complete, and accurate. Member must update registration information to ensure that it continues to be current, complete, and accurate. Denali Systems reserves the right to accept or reject Member registrations for Denali. Denali Systems may also display entity names as part of the registration process to facilitate an individual registrant’s affiliation with the correct entity. You consent to such use.

Upon acceptance of Member's registration form, Denali Systems shall provide to Member a Username and password. Upon Member's receipt of that Username and password, Denali Systems authorizes Member to access and use Denali subject to the Terms of Use.

All Member information is stored on servers located in the United States and is subject to the Denali Systems's Privacy Statement.

USE AND PROTECTION OF USERNAME AND PASSWORD

You are responsible for maintaining the confidentiality of your account Username and password. Strong passwords are encouraged. A strong password is one with upper and lower case letters and numbers. You are responsible for all uses of your account, whether or not actually or expressly authorized by you. If there is a breach of the confidentiality of a password or Username assigned to Member, or any breach of security through Member's account, then Member shall notify Denali Systems immediately by contacting Denali Systems at support@denalisystems.com.



USE BY MEMBERS

Member may use the Site in accordance with this Terms of Use Agreement, including Denali Systems's "Acceptable Use Policy", which is available at the end of this Agreement. Member shall use Denali only for the direct benefit of Member's internal business operations, and shall not resell project management, hosting or any other services on behalf of any third parties. With respect to information available on the Site, Member may (i) view that information, and (ii) print that information for use in accordance with this Agreement, so long as those copies are distributed only to Member's employees and so long as all copyright, trademark, and other proprietary rights notices are included on those copies. Except as specifically permitted above, Member shall not (i) reproduce or distribute any information available through the Site, electronically or otherwise, or (ii) store or aggregate that information. Member shall not share, rent, or sublicense any of its rights under this Agreement to any other party.

This Site can be accessed from other countries around the world and may contain references to Denali Systems products, services, and programs that have not been announced in your country. These references do not imply that Denali Systems intends to announce such products, services, or programs in your country.



CONSENT TO AGGREGATE USE OF MEMBER INFORMATION

In order to make various features and functions of Services and Materials available to Members, Denali Systems may collect information about Member and Member's use of Denali, including the information identified in Denali Systems's Privacy Statement ("Member Information"). Member acknowledges and agrees that Denali Systems's collection and use of Member Information as set forth in the Privacy Policy, and Denali Systems's operation and provision of Denali, as contemplated under this Terms of Use Agreement, is not a breach of Member's right of privacy, publicity, or any other right related to protection of personal data, whether in equity, law, contract, or otherwise. Member hereby waives any and all such claims or rights of action, whether foreseen or unforeseen, so long as the Member Information is collected, stored, and used in accordance with Denali Systems's Privacy Statement, or in the case of Members making use of Materials or Services provided by Denali Systems Associates, the privacy policy of such Associate.



RELIABILITY OF MATERIALS AND SERVICES

Materials and Services available on or through the Site are routinely updated, and Denali Systems uses commercially reasonable efforts to ensure that such information is reliable and that Services are available. However, Member understands and acknowledges that Denali Systems does not control the posting or content of all the Materials, nor will it verify the timeliness or content of Materials. Denali Systems expressly disclaims any responsibility or liability for any third-party Materials or Services on the Site, or any third-party information or services available through a link from Denali Systems.



LINKS TO OTHER INTERNET WEB SITES

This Site contains links to third-party Web sites that are not under the control of Denali Systems. Denali Systems makes no representations whatsoever about any other Web site to which you may have access through this Site, including the Web sites of Denali Systems Associates. When you access a non-Denali Systems Web site, you do so at your own risk and Denali Systems is not responsible for the accuracy or reliability of any information, data, opinions, advice, or statements made on these sites; or for the quality of any products or services available on such sites; or for any damage or loss caused or alleged to be caused through or in connection with use of or reliance on the content, goods, or services available on or through any such link, site, or resource. Denali Systems provides these links merely as a convenience and the inclusion of such links does not imply that Denali Systems endorses or accepts any responsibility for the content or uses of such Web sites.



SUBMITTED INFORMATION

Responsibility for Submissions. You are solely responsible for the content of any comments, information, questions, data, feedback, ideas, descriptions of processes, or other information submitted to Denali Systems through the Site. You may only submit to the Site, content that is (a) owned by you, (b) submitted with the express permission of the owner, or (c) in the public domain. You are prohibited from posting or transmitting to or from this Site any unlawful, threatening, libelous, defamatory, obscene, pornographic, or other materials that would violate any law or the rights of others, including without limitation, laws against copyright infringement. Violation of these restrictions may result in limitations on access by you to this Site.

Unsolicited Information. Denali Systems does not want to receive unsolicited information from you through the Site for the purpose of communicating to Denali Systems (the corporation) any ideas or other information, including, but not limited to product or service suggestions or enhancements, product or service names, advertising campaigns or marketing plans, technology or material, business methods, or any similar information. Denali Systems maintains this policy to prevent misunderstandings or disputes in the event it develops products or services that may seem similar to an unsolicited proposal. Any non-personal unsolicited information or material sent to Denali Systems will be deemed NOT confidential, and by sending such unsolicited information you hereby grant Denali Systems an unrestricted, irrevocable license to use, reproduce, display, perform, modify, transmit, and distribute those materials or information, and you also agree that Denali Systems is free to use any ideas, concepts, know-how, or techniques that you send to us for any purpose. Personal information, such as names, address, telephone numbers, etc., will remain subject to Denali Systems's Privacy Statement.



MEMBER CONTENT

Member Obligations and Warranties. For any information, materials, or documents of any kind submitted or placed on the Site ("Member Content"), Member shall obtain any and all licenses to, or releases of intellectual or proprietary rights in or to the Member Content before delivery to the Site. Member warrants that Member Content will not contain content that (i) is libelous, obscene, excessively violent, scandalous, or defamatory, (ii) contains viruses or other contaminating or destructive features, (iii) violates the personal, proprietary, or intellectual property rights of any third party, or (iv) violates the Acceptable Use Policy set forth herein.

License for Member Content. Certain Services offered on the Site accommodate or require Member Content. By submitting Member Content to the Site, you will grant Denali Systems the following licenses:

• For Member Content including, but not limited to, documents, files, images or other material stored on the Site in a project workspace, you hereby grant Denali Systems a worldwide, royalty-free, non-exclusive license to reproduce and modify, for purposes of formatting, maintenance, or Site administration only, such Member Content. This license will remain in effect until such Member Content is removed from the Site.
• For Member Content such as comments to the Denali user forums, bug reports, piracy reports, or product suggestions, you grant Denali Systems an unrestricted, worldwide, irrevocable license to use, reproduce, display, perform, modify, transmit, and distribute such Member Content, and you also agree that Denali Systems is free to use any ideas, concepts, know-how, or techniques that you submit to the Site for any purpose other than storage in the project workspace area. By virtue of these licenses, Denali Systems only obtains the rights set out in the license grants and does not obtain any additional right, title, or interest to any copyright, patent, trademark, or other intellectual property right in or to the Member Content. Except to the extent your name or identity is disclosed by or through the configuration of your internet browser or e-mail software or other systems used by you during any submissions to or participation in user groups, user forums, chat rooms, or similar services, Denali Systems will not release your name or otherwise publicize the fact that you submitted such Member Content to the Site unless: (a) you grant Denali Systems permission to do so; (b) the Member Content itself discloses your name or identity; (c) Denali Systems first notifies you that the Member Content you submit to a particular part of the Site will be published or otherwise used with your name on it; (d) the Member Content you submit has become the subject of a claim that, if true, would constitute a breach of your warranties set for herein; or (e) Denali Systems is required to do so by law.

Denali Systems may establish general practices and limits on the use of any Service, including, but not limited to, limits on retention time, file size, and storage space for Member Content. Denali Systems shall have no liability or responsibility for the deletion or failure to store any information or materials in connection with any Service.

Use of Member Content. By using the Site, you acknowledge that: (i) Denali Systems may not pre-screen Member Content and, as such, Denali Systems does not guarantee the accuracy, integrity, or quality of such Member Content; (ii) you will evaluate, and bear all risks associated with, the use of any Member Content, including any reliance on the accuracy, completeness, or usefulness of such Member Content; (iii) you may be exposed to content that is indecent, offensive, or otherwise objectionable; and (iv) under no circumstances will Denali Systems be liable in any way for any Member Content, including, but not limited to, any errors or omissions in any Member Content, or for any loss or damages or any kind incurred as a result of the use of any Member Content.

Storage of Submitted Information. All of Denali Systems's servers are located in the United States. All information submitted to Denali Systems and any information stored on any part of the Denali Systems Site shall be on servers or other storage media in the United States subject to the Denali Systems Terms of Use and the Denali Systems Privacy Policy. Members submitting Member Content from any place outside the United States acknowledge that such storage facilities may not comply with any laws, rules or regulations of the jurisdiction from which the Member transmits such Member Content and, to the maximum extent permitted by law, Member waives any right or defense arising from such non-compliance.

Right to Remove or Disable Access. If Denali Systems is made aware of Member Content that may be (i) libelous, obscene, excessively violent, scandalous, defamatory, or that Denali Systems determines in its sole discretion to be otherwise unacceptable, undesirable, or objectionable, (ii) a violation of any law, regulation, or rights of a third party, including, but not limited to, rights under the copyright law and prohibitions on libel, slander, and invasion of privacy, or (iii) a violation of the Acceptable Use Policy set forth herein, Denali Systems has the right, but not the obligation, to remove or disable access to that Member Content. For Member Content that Member reasonably deems to be in violation of law, Denali Systems shall remove such Member Content pursuant to Denali Systems's Copyright Policy herein.

Confidentiality and Ownership. Denali Systems understands that Member Content placed in the Site or other storage sections of the Denali application on the Site, that are subject to password protection controlled by a Member, may contain information that a Member regards as confidential and proprietary. Although Denali Systems may have access to those areas for Site administration purposes, Denali Systems regards such information as the confidential information of Member. Denali Systems agrees that it shall treat all Member Content in such areas with the same degree of care as it accords to its own confidential information of a similar nature, but in no event less than reasonable care. Any and all confidential information placed by Member in the Denali area of the Site shall remain the property of Member or its licensors, and Denali Systems does not acquire any ownership interest in Member Content or any patent, copyright, trademark or other intellectual property right by the presence of Member Content on the Site.



TRYOUT PRODUCTS AND TRIAL AGREEMENTS

Some products or services available on or from the Site may be tryout versions of products or products or services subject to a limited trial period. To the extent that any provision of this paragraph conflicts with any other provision of the Terms of Use, this paragraph shall supercede such other terms with respect to the tryout or trial versions, but only to the extent necessary to resolve any conflict in terms. THE TRYOUT TRIAL VERSIONS OF PRODUCTS OR SERVICES MAY HAVE LIMITED FUNCTIONALITY AND/OR FUNCTION FOR A LIMITED PERIOD OF TIME AND SUCH VERSIONS ARE OFFERED ON AN "AS IS" BASIS AND SOLELY FOR DEMONSTRATION PURPOSES. If the product or service is offered for a limited time, then such product or service will terminate operation after a designated period of time (i.e. 10, 15, 30, or 60 days) following installation or commencement of service as specified in the appropriate license or service terms ("Time Out Date"). Upon the Time Out Date, the license or service agreement for such tryout or trial version will terminate and all rights to use the product or service will cease unless and until any fees or charges for the commercial version of such product or service is received by Denali Systems. After the Time Out Date any files, documents or other material created with such product or service, or stored on the Site and accessible as part of such tryout or trial version shall no longer be accessible and any risk of loss for all work created or material stored shall be borne solely by the Member or user.



NOTIFICATION OF COPYRIGHT INFRINGEMENT

Denali Systems will, in appropriate circumstances, terminate the accounts of Members involved in disputes regarding intellectual property rights and remove or disable access to related content. If you believe that your work has been used or copied in a way that constitutes copyright infringement and such infringement is occurring on this Site or on sites linked to from this Site, please provide Denali Systems's Copyright Agent a Notice containing the following elements:

• A physical or electronic signature of the person authorized to act on behalf of the owner of the copyright interest that is alleged to have been infringed.
• A description of the copyrighted work or works that you claim have been infringed and identification of what material in such work(s) is claimed to be infringing and which you request to be removed or access to which is to be disabled.
• A description of where the material that you claim is infringing is located on the Denali Systems site.
• Information sufficient to permit Denali Systems to contact you, such as your physical address, telephone number, and email address.
• A statement by you that you have a good faith belief that the use of the material identified in your Notice in the manner complained of is not authorized by the copyright owner, its agent, or the law.
• A statement by you that the information in your Notice is accurate and, under penalty of perjury, that you are the copyright owner or authorized to act on the copyright owner's behalf.

Denali Systems's Copyright Agent for Notice of claims of copyright infringement can be reached as follows:

By mail:
Copyright Agent Denali Systems, Inc. 1350 31st Street Denver, Colorado 80205

By telephone:
303-298-8480 or 800-444-2415

By fax:
303-302-0457

By email:
support@denalisystems.com

THE COPYRIGHT AGENT SHOULD ONLY BE CONTACTED IF YOU BELIEVE THAT YOUR WORK HAS BEEN USED OR COPIED IN A WAY THAT CONSTITUTES COPYRIGHT INFRINGEMENT AND SUCH INFRINGEMENT IS OCCURRING ON THIS SITE OR ON SITES LINKED TO FROM THIS SITE. THE COPYRIGHT AGENT WILL NOT RESPOND TO ANY OTHER INQUIRIES. INQUIRIES ABOUT OTHER MATTERS SHOULD BE MADE BY SENDING EMAIL TO
info@denalisystems.com

WARRANTIES AND DISCLAIMERS

EXCEPT AS EXPRESSLY PROVIDED OTHERWISE IN A WRITTEN AGREEMENT SIGNED BY AUTHORIZED REPRESENTATIVES OF YOU AND DENALI SYSTEMS, ALL MATERIALS AND SERVICES ON THIS SITE ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR THE WARRANTY OF NON-INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, Denali Systems MAKES NO WARRANTY THAT (i) THE SERVICES AND MATERIALS WILL MEET YOUR REQUIREMENTS, (ii) THE SERVICES AND MATERIALS WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (iii) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES OR MATERIALS WILL BE EFFECTIVE, ACCURATE OR RELIABLE, (iv) THE QUALITY OF ANY PRODUCTS, SERVICES, OR INFORMATION PURCHASED OR OBTAINED BY YOU FROM THE SITE WILL MEET YOUR EXPECTATIONS, AND (v) ANY ERRORS IN THE SOFTWARE OBTAINED FROM THE SITE WILL BE CORRECTED. SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY MAY LAST, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. TO THE EXTENT PERMISSIBLE, ANY IMPLIED WARRANTIES THAT CANNOT BY LAW BE EXCLUDED ARE LIMITED TO NINETY (90) DAYS.

THIS SITE COULD INCLUDE TECHNICAL OR OTHER MISTAKES, INACCURACIES, OR TYPOGRAPHICAL ERRORS. DENALI SYSTEMS MAY MAKE CHANGES TO THE MATERIALS AND SERVICES AT THIS SITE, INCLUDING THE PRICES AND DESCRIPTIONS OF ANY PRODUCTS LISTED HEREIN, AT ANY TIME WITHOUT NOTICE. THE MATERIALS OR SERVICES AT THIS SITE MAY BE OUT OF DATE, AND DENALI SYSTEMS MAKES NO COMMITMENT TO UPDATE SUCH MATERIALS OR SERVICES.

DENALI SYSTEMS ASSUMES NO RESPONSIBILITY FOR ERRORS OR OMISSIONS IN THE MATERIALS AND/OR SERVICES OR FOR INFORMATION, MATERIALS, OR SERVICES OF THIRD PARTIES THAT ARE REFERENCED BY OR LINKED TO THIS SITE, INCLUDING THOSE OF DENALI SYSTEMS'S ASSOCIATES. REFERENCES TO OTHER COMPANIES, THEIR SERVICES AND PRODUCTS, ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED.

IN NO EVENT SHALL DENALI SYSTEMS OR ITS LICENSORS OR ASSOCIATES OR SUPPLIERS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY SPECIAL, PUNITIVE, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES OF ANY KIND, OR ANY DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, THOSE RESULTING FROM LOSS OF USE, DATA, OR PROFITS, WHETHER OR NOT DENALI SYSTEMS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR ON ANY THEORY OF LIABILITY, ARISING OUT OF OR IN CONNECTION WITH THE USE OF THIS SITE OR OF ANY WEB SITE REFERENCED OR LINKED TO FROM THIS SITE, INCLUDING THOSE OF DENALI SYSTEMS'S ASSOCIATES. SOME JURISDICTIONS PROHIBIT THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

THE USE OF THE SERVICES OR THE DOWNLOADING OR OTHER ACQUISITION OF ANY MATERIALS THROUGH THE SITE IS DONE AT YOUR OWN DISCRETION AND RISK, AND WITH YOUR AGREEMENT THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM SUCH ACTIVITIES. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM DENALI SYSTEMS OR THROUGH OR FROM THE SITE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TERMS OF USE.

IN ADDITION TO THE LIMITATIONS AND EXCLUSIONS SET FORTH ABOVE, IN NO EVENT WILL DENALI SYSTEMS'S LIABILITY FOR THE SUBJECT MATTER OF THIS AGREEMENT EXCEED TEN THOUSAND U.S. DOLLARS.

MEMBERS ACKNOWLEDGE THAT THE ALLOCATION OF RISK AND THE LIMITATIONS OF LIABILITIES CONTAINED IN THIS AGREEMENT IS A MATERIAL CONSIDERATION FOR Denali Systems ENTERING INTO THIS AGREEMENT.



TERM AND TERMINATION

This Agreement is effective as of the date you make use of the Site, or, in the case of Materials and Services accessible only to Members, the date a Member receives a Username or password authorizing access to the Site, and continues in force and effect until terminated in accordance with this Section or, in the case of a user that has not become a Member, immediately upon such users breach of any of the Terms of Use. Denali Systems may terminate this Agreement effective upon written (or emailed) notice to Member if Member materially breaches any of the terms or conditions of the Terms or Use that is not cured within ten (10) days after notice from Denali Systems. Denali Systems reserves the right to suspend access to and use of the Site pending cure of a Member's breach. In addition, Denali Systems or a Member may terminate this Agreement, for any reason or for no reason, upon thirty (30) days notice to the other.

Termination is in addition to all other legal or equitable remedies available to either party. Upon termination of this Agreement for any reason, Member shall cease to access or to use any information obtained through Denali Systems.

The limitations and disclaimers of warranties, and the indemnity obligations of Members, and the provisions of governing law, jurisdiction and venue, shall survive the Termination of this Agreement.



INDEMNITY

At Denali Systems's option and request, Member shall, at its own expense, indemnify, defend, and hold Denali Systems and its subsidiaries, affiliates, officers, employees, agents, co-branders, associates, suppliers, or other partners harmless from and against any losses, costs, damages, liabilities, and expenses (including reasonable attorneys' fees), arising out of or related to a third-party claim, action or allegation (a) related in any way to a transaction or dispute between Member and any third party, (b) based on or caused by unauthorized access to the Site through Member's account, (c) is based on facts or alleged facts that would constitute a breach of any of Member's representations, warranties, or covenants under this Agreement, or (d) arising out of a request for Denali Systems to remove or disable access to any Member Content in or on the Site. Member shall not enter into a settlement of the foregoing without Denali Systems's prior written consent, and shall not incur expenses and fees in defending the above claims, actions, or allegations without prior approval from Denali Systems.

ENTIRE AGREEMENT

This Terms of Use Agreement constitutes the entire agreement between you and Denali Systems with respect to the Site and supersedes all prior agreements or previous discussions (written or oral) between you and Denali Systems. This Agreement may be modified only by a signed agreement, or as follows: Denali Systems may modify this Agreement by posting the new terms and conditions in the same location the previous terms and conditions were posted. If Member continues to use the Materials, Services, or Site, then Member will be considered to have accepted the modifications.



MISCELLANEOUS PROVISIONS

Denali Systems's failure to enforce any provision of this Agreement will not be construed as a waiver of any provision or right. In the event that a portion of this Agreement is held unenforceable, the unenforceable portion will be construed in accordance with applicable law as nearly as possible to reflect the original intentions of the parties, and the remainder of the provisions will remain in full force and effect. Waiver by either party of a breach of any provision of this Agreement or the failure by either party to exercise any right hereunder shall not operate or be construed as a waiver of any subsequent breach of that right or as a waiver of any other right.

Denali Systems will not be liable in any amount for failure to perform any obligation under this Agreement if such failure is caused by the occurrence of cause beyond the reasonable control of Denali Systems including, without limitation, outages of the Internet or connections thereto, communications outages, earthquake, fire, flood, war, or act of God; or any acts of governmental bodies or authorities.



GOVERNING LAW AND JURISDICTION

This Site (excluding linked sites) is controlled by Denali Systems from its office within the state of Colorado, United States of America. By accessing this Site, you and Denali Systems agree that the statutes and laws of the State of Colorado, without regard to the conflicts of laws principles thereof, shall govern all matters relating to your access to, or use of, this Site and any Materials or Services. You and Denali Systems also agree and hereby submit to the exclusive personal jurisdiction and venue of the Denver County Court and the United States District Court for Colorado District with respect to such matters. Denali Systems makes no representation that Materials or Services available on this Site are appropriate or available for use in other locations, and accessing them from territories where their contents are illegal is prohibited. Those who choose to access this Site from other locations do so on their own initiative and are responsible for compliance with local laws.



ACCEPTABLE USE POLICY

You agree to not use Denali Systems to:

• upload, post or otherwise transmit any data or content that is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another's privacy, hateful, or racially, ethnically or otherwise objectionable.
• harm minors in any way.
• impersonate any person or entity, including, but not limited to, a Denali Systems official, forum leader, guide or host, or falsely state or otherwise misrepresent your affiliation with a person or entity.
• upload, post or otherwise transmit any content that you do not have a right to transmit under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements).
• upload, post or otherwise transmit any content that infringes any patent, trademark, trade secret, copyright or other proprietary rights of any party.
• upload, post or otherwise transmit any unsolicited or unauthorized advertising, promotional materials, "junk mail," "spam," "chain letters," "pyramid schemes," or any other form of solicitation.
• upload, post or otherwise transmit any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment.
• interfere with or disrupt Denali Systems or servers or networks connected to Denali Systems, or disobey any requirements, procedures, policies or regulations of networks connected to Denali Systems.
• "stalk" or otherwise harass another.
• collect or store personal data about other users.
• promote or provide instructional information about illegal activities, promote physical harm or injury against any group or individual, or promote any act of cruelty to animals. This may include, but is not limited to, providing instructions on how to assemble bombs, grenades and other weapons, and creating "crush" sites.
• use your project hosting site (or directory) as storage for remote loading or as a door or signpost to another home page, whether inside or beyond Denali Systems.

You also agree to not use Denali Systems to engage in commercial activities without enrolling in Denali Systems -approved affiliate programs. This includes, but is not limited to, the following activities:

• offering for sale any products or services.
• soliciting for advertisers or sponsors.
• conducting raffles or contests that require any type of entry fee.
• displaying a sponsorship banner of any kind.
• displaying banners for services that provide cash or cash-equivalent prizes to users in exchange for hyperlinks to their Web sites.