The nMetric Web Site (the "Site") and your right to access to the Site is provided by nMetric ("nMetric") subject to your compliance with the terms and conditions set forth below.

PLEASE READ THIS DOCUMENT CAREFULLY BEFORE ACCESSING OR USING THE SITE. BY ACCESSING OR USING THE SITE, 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 SITE.

1. Intellectual Property Rights
The Site and its content (including without limitation the Site design, text, graphics and all software and source codes connected with the Site) are protected by copyright, trademarks, patents and other intellectual property rights and laws. In accessing the Site you agree that you will access the contents solely for your own use and not for any commercial or other redistribution. You may print and download portions of material from the different areas of the Site solely for your own non-commercial use provided that you agree not to change or delete any copyright or proprietary notices from the materials. Except as provided in the preceding sentence, NONE OF THE CONTENT MAY BE DOWNLOADED, COPIED, REPRODUCED, TRANSMITTED, STORED, SOLD OR DISTRIBUTED WITHOUT THE PRIOR WRITTEN CONSENT OF THE COPYRIGHT HOLDER.

Trademarks for the publications, products, content, or services of nMetric referenced herein or on the Site are the exclusive trademarks of nMetric. Other product and company names mentioned in the Site may be the trademarks of their respective owners.

2. Use of the Site
Except for information, products or services clearly identified as being supplied by nMetric, nMetric does not operate, control or endorse in any way any information, products or services referenced at the Site or in links provided from the Site. You also understand that nMetric cannot and does not guarantee or warrant that files available for downloading through the Site 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 Site for the reconstruction of any lost data.

YOU ASSUME TOTAL RESPONSIBILITY AND RISK FOR YOUR USE OF THE SITE. nMETRIC PROVIDES THE SITE AND RELATED INFORMATION "AS IS" AND 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 ANY MERCHANDISE, INFORMATION, OR SERVICE PROVIDED THROUGH THE SITE, AND nMETRIC 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 SITE

LIMITATION OF LIABILITY
IN NO EVENT WILL nMETRIC BE LIABLE FOR 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 SITE, OR ANY INFORMATION, OR TRANSACTIONS PROVIDED ON THE SITE, OR DOWNLOADED FROM THE SITE, OR ANY DELAY OF SUCH INFORMATION OR SERVICE, EVEN IF nMETRIC OR ITS AUTHORIZED REPRESENTATIVES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR ANY CLAIM ATTRIBUTABLE TO ERRORS, OMISSIONS, OR OTHER INACCURACIES IN THE SITE AND/OR MATERIALS OR INFORMATION DOWNLOADED THROUGH THE SITE. 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, nMETRIC LIABILITY IS LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.

nMetric makes no representations whatsoever about any other web site which you may access through this Site or which may link to this Site. When you access a non-nMetric web site, please understand that it is independent from nMetric, and that nMetric has no control over the content on that web site. In addition, a link to a nMetric web site does not mean that nMetric endorses or accepts any responsibility for the content, or the use, of such web site.

3. Indemnification
You agree to indemnify, defend and hold harmless nMetric, its officers, directors, employees, agents, licensors, suppliers and any third-party information providers to the Site from and against all losses, expenses, damages and costs, including reasonable attorneys' fees, resulting from any violation of this Agreement (including negligent or wrongful conduct) by you or any other person accessing the Site.

4. Third-Party Rights
The provisions of paragraphs 2 (Use of the Site), and 3 (Indemnification) are for the benefit of nMetric and its officers, directors, employees, agents, licensors, suppliers, and any third-party information providers to the Site. Each of these individuals or entities shall have the right to assert and enforce those provisions directly against you on its own behalf.

5. Privacy Policy
nMetric takes privacy issues seriously. Our Privacy Policy, which is available for your review at the link adjacent to these Terms of Use on the nMetric homepage, constitutes a part of, and is incorporated into, these Terms of Use. Please be sure to read the Privacy Policy carefully. Your use of this Site constitutes your agreement with the terms of the Privacy Policy in addition to these Terms of Use.

6. Miscellaneous
This Agreement shall all be governed and construed in accordance with the laws of the State of California and The United States of America applicable to agreements made and to be performed in the State of California and The United States of America. You agree that any legal action or proceeding between nMetric and you for any purpose concerning this Agreement or the parties' obligations hereunder shall be brought exclusively in a federal or state court of competent jurisdiction sitting in The United States of America and, more specifically, in the County of Orange, State of 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. nMetric'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. nMetric may assign its rights and duties under this Agreement to any party at any time without notice to you.

We reserve the right to update or amend these Terms of Use at any time and your continued use of the Site following any changes shall be deemed to be your acceptance of such change. It is therefore your responsibility to check the Terms of Use regularly for any changes.

Any rights not expressly granted herein are reserved.