TriHealix, Inc. ("TriHealix") Terms of Use

These Terms of Use were last updated on 4-4-07.

By accessing and using www.trihealix.com (the "Site"), you are agreeing to be legally bound by these Terms of Use. As used herein the term "you" means an entity or individual accessing this site.

1. GENERAL.

TriHealix may change any term in these Terms of Use at any time. The changes will appear in these Terms of Use, and your use of the Site after any changes have been posted will constitute your agreement to the modified Terms of Use and all of the changes. Therefore, you should read these Terms of Use each time you access the Site, before you begin using the Site. You may print a copy of these Terms of Use for your reference. You may not use the Site for any unlawful purpose or any purpose not approved by TriHealix.

2. COPYRIGHT AND LIMITATIONS ON USE.

The content displayed on the Site ("Content") is the property of TriHealix or its licensors, and is protected by copyright and other intellectual property laws. This Site and the Content may be used only for your personal and non-commercial use. You agree not to copy, reproduce, modify, display, perform, publish, translate, create derivative works based upon or store any Content from the Site. You also agree not to distribute, transmit, broadcast or circulate any Content from the Site to anyone, including but not limited to someone else in the same company or organization, without the express prior written consent of TriHealix.

Only internal use of the Content is permitted, which means you may access, download, or print such materials for your personal, internal, non-commercial use only and for the benefit of any third party. You agree not to change or delete any copyright or proprietary notice from materials downloaded from this Site or any site accessible through this Site. Any special rules for the use of certain software and other items accessible on the Site may be included elsewhere within the Site and are incorporated into these Terms of Use by reference.

"TriHealix" is a trademark of TriHealix in the United States. TriHealix's trademarks may not be used in connection with any product or service which is not TriHealix's, in any manner likely to cause confusion among customers or in any way that disparages or discredits TriHealix. Other trademarks that appear on the Site are the property of their respective owners.

The Site includes facts, views, opinions and recommendations of consultants, individuals and organizations deemed of interest. TriHealix and its Content licensors do not guarantee or warrant the accuracy, completeness or timeliness of, or otherwise endorse, these views, opinions and recommendations.

3. MEMBER ACCOUNT, PASSWORD AND SECURITY.

You may receive a password and account designation upon completing a TriHealix registration process and becoming a registered user. These passwords are the property of TriHealix and for security reasons must not be disclosed to any other party. You are responsible for maintaining the confidentiality of the password and account, and are fully responsible for all activities that occur under your password or account. You agree to: (a) immediately notify TriHealix of any unauthorized use of your password or account or any other breach of security, and (b) ensure that you exit from your account at the end of each session. TriHealix cannot and will not be liable for any loss or damage arising from your failure to comply with this Section 3. You grant TriHealix and all other persons and entities involved in the operation of the Site the right to transmit, monitor, retrieve, store and use your information in connection with the operation of the Site.

4. MEMBER CONDUCT.

You understand that all information, data, text, and other materials are the sole responsibility of the person from whom such information, data, text, or materials originated. This means that you, and not TriHealix, are entirely responsible for all information, data, text, and other materials that you upload, e-mail, transmit, or otherwise make available via the Site. You agree that you will not use any robot, spider, other automatic device or manual process to monitor or copy the Site or the Content without our prior express written consent. You agree that you will not use any device, software, or routine to interfere or attempt to interfere with the proper working of the Site or any activities conducted on the Site.

5. TRIHEALIX PRIVACY POLICY.

Data you provide and certain other information about you is subject to our Privacy Policy. For more information, see our full privacy policy at www.trihealix.com.

6. DISCLAIMER OF WARRANTIES AND LIABILITY.

Due to the number of sources from which the Content is obtained, and the inherent hazards of electronic distribution, there may be delays, omissions or inaccuracies in such Content and the Site. THE CONTENT AND THE SITE ARE PROVIDED "AS IS" AND "AS AVAILABLE", WITHOUT ANY WARRANTIES, EXPRESS OR IMPLIED. TRIHEALIX AND ITS AFFILIATES, AGENTS AND LICENSORS CANNOT AND DO NOT MAKE ANY REPRESENTATION WITH RESPECT TO OR WARRANT THE ACCURACY, COMPLETENESS, CURRENTNESS, TIMELINESS, NONINFRINGEMENT, TITLE, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE CONTENT AVAILABLE THROUGH THE SITE, OR THE SITE ITSELF, AND TRIHEALIX HEREBY DISCLAIMS ANY SUCH EXPRESS OR IMPLIED WARRANTIES. NEITHER TRIHEALIX NOR ANY OF ITS AFFILIATES, AGENTS OR LICENSORS WILL BE LIABLE TO YOU OR ANYONE ELSE FOR ANY LOSS OR INJURY, OTHER THAN DEATH OR PERSONAL INJURY RESULTING DIRECTLY FROM USE OF THE SITE, CAUSED IN WHOLE OR PART BY ITS NEGLIGENCE OR CONTINGENCIES BEYOND ITS CONTROL IN PROCURING, COMPILING, INTERPRETING, REPORTING OR DELIVERING THE SITE AND ANY CONTENT ON THE SITE. IN NO EVENT WILL TRIHEALIX, ITS AFFILIATES, AGENTS OR LICENSORS BE LIABLE TO YOU OR ANYONE ELSE FOR ANY DECISION MADE OR ACTION TAKEN BY YOU IN RELIANCE ON SUCH CONTENT OR THE SITE. TRIHEALIX AND ITS AFFILIATES, AGENTS AND LICENSORS SHALL NOT BE LIABLE TO YOU OR ANYONE ELSE FOR ANY DAMAGES (INCLUDING, WITHOUT LIMITATION, CONSEQUENTIAL, SPECIAL, INCIDENTAL, INDIRECT OR SIMILAR DAMAGES), OTHER THAN DIRECT DAMAGES (NOT TO EXCEED US $1,000.00), EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ANY CLAIMS ARISING IN CONNECTION WITH YOUR USE OF THE SITE MUST BE BROUGHT WITHIN ONE (1) YEAR OF THE DATE OF THE EVENT GIVING RISE TO SUCH ACTION OCCURRED. BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR DAMAGES OR THE EXCLUSION OF CERTAIN TYPES OF WARRANTIES, PARTS OR ALL OF THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

7. LINKS TO THIRD PARTY SITES.

This Site may contain hyperlinks to sites operated by persons other TriHealix. Such hyperlinks are provided for your reference and convenience only. You agree not to hold TriHealix responsible for the content or operation of such Sites. A hyperlink from this Site to another site does not imply or mean that TriHealix endorses the content on that site or the operator or operations of that site. You are solely responsible for determining the extent to which you may use any content at any other sites to which you might link from this Site.

8. US GOVERNMENT END USERS.

The software and documentation available on this Site are "commercial items," as that term is defined in 48 C.F.R. 2.101 (October 1995), consisting of "commercial computer software" and "commercial computer software documentation," as such terms are used in 48 C.F.R. 12.212 (September 1995). Consistent with 48 C.F.R. 12.212 and 48 C.F.R. 227-7202-1 through 227.7202-4 (June 1995), all U.S. government end users acquire the software and documentation with only those rights set forth herein.

9. TERMINATION.

You agree that TriHealix, in its sole discretion, may terminate your password, account (or any part thereof) or use of the Site, and remove and discard any Content, for any reason, including without limitation, for lack of use or if TriHealix believes that you have violated or acted inconsistently with the letter or spirit of these Terms of Use. TriHealix may also in its sole discretion and at any time discontinue providing services under the Site, or any part thereof, with or without notice. You agree that any termination of your access to the Site under any provision of these Terms of Use may be effected without prior notice, and acknowledge and agree that TriHealix may immediately deactivate or delete your account and all related information and files in your account and bar any further access to such files or the services provided in the Site. Further, you agree that TriHealix shall not be liable to you or any third party for any termination of your access to the Site.

10. INDEMNIFICATION.

You agree to indemnify and hold harmless each of TriHealix, its affiliates, officers, directors and employees, from any claim or demand, including reasonable attorneys' fees, made by any third party due to or arising out of your use of this Site, the violation of these Terms of Use by you, or the infringement by you of any intellectual property or other right of any person or entity.

11. SUBMISSIONS VIA EMAIL.

If you submit any business information, idea, concept or invention to TriHealix by e-mail, you automatically grant - or warrant that the owner of such content or intellectual property has expressly granted - TriHealix a royalty-free, perpetual, irrevocable, world-wide, nonexclusive license to use, reproduce, create derivative works from, modify, publish, edit, translate, distribute, perform, and display the communication or content in any media or medium, or any form, format, or forum now known or hereafter developed. TriHealix may sublicense its rights through multiple tiers of sublicenses. If you wish to keep any business information, ideas, concepts or inventions private or proprietary, do not submit them to TriHealix by email.

12. GOVERNING LAW AND JURISDICTION.

This Site is owned and operated by TriHealix from its offices in Connecticut. Your use of this Site, and any related legal action, shall be governed by the laws of The State of Connecticut, without regard to conflict of laws principles. The sole jurisdiction and venue for any litigation arising out of your use of or inquiries to the Site shall be an appropriate federal or state court located in The State of Connecticut.

13. ADDITIONAL LEGAL TERMS.

No waiver of any of these Terms of Use shall be deemed a further or continuing waiver of such term or condition or any other term or condition.

If any provision in these Terms of Use is invalid or unenforceable under applicable law, the remaining provisions will continue in full force and effect, and the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision.

All rights not expressly granted herein are hereby reserved. These Terms of Use and the Privacy Policy are the entire and final agreement regarding this Site and its Content, and supersede any prior or contemporaneous communications between TriHealix and you with respect to the use of the Site.