TSW Automation, Inc. Public "tswa.com" Website Terms of Use
4/7/2005

Website Terms of Use

Welcome to the website of TSW Automation, Inc. (hereinafter TSWA). Our goal is to provide the best services and products to you. To ensure we can provide a safe and friendly environment for all of our users, we have established these Terms of Use. It spells out just what you can expect from us and what we can expect from you.

PLEASE READ THESE TERMS OF USE CAREFULLY BEFORE USING THE WEBSITE OR ANY OTHER TSWA'S WEBSITE. THEY ARE LEGALY BINDING ON YOU.

By using this website, you signify your assent to these Terms of Use. (Note: The use of the word "Terms" also includes the term and concept of "Conditions".) We reserve the right, at our discretion, to modify, add or remove portions of these terms at any time. Please check these terms periodically for changes. Your continued use of this site now or following the posting of changes to these terms will signify that you accept these Terms and/or changes. Your violation of these Terms, at a minimum, will result in your loss of the right to use our Website, as we may decide in our absolute discretion.

1. RESTRICTIONS IN USE OF MATERIALS.
All materials on this site, including but not limited to text, images, designs, audio, graphics, logos, software, and the like (collectively called the "Materials"), are owned or licensed by TSWA (called also the "Company") or its content suppliers and are protected by U.S. and international laws. All trademarks, service marks, and trade names are proprietary to Company. You may not copy, transmit post, create derivative works from, or republish in any way whatsoever any Materials from our Website without the prior written permission of the Company. However, you may download or make one copy of the materials and other downloadable items for personal, non-commercial home use only, provided all copyright and other notices on the Materials are left intact. Any modification or use of the materials for any other purpose is an infringement of the Company's copyrights and other proprietary rights. Use of these Materials on any other Website or other networked environment is prohibited without the prior written permission of the Company.

2. DISCLAIMER
THIS SITE IS PROVIDED BY TSWA ON AN "AS IS" BASIS. WE MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE OPERATION OF OUR SITE, ITS INFORMATION, CONTENT, MATERIALS, OR PRODUCTS. TO THE FULL EXTENT PERMISSIBLE BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

WE DO NOT WARRANT THAT ANY FUNCTIONS OF OUR SITE WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THIS SITE OR OUR SERVER(S) ARE FREE OF VIRUSES.

WE DO NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OF THE MATERIALS ON THIS WEBSITE AS TO THEIR ACCURACY OR RELIABILITY. YOU (AND NOT US) ASSUME THE COST OF ALL NECESSARY CORRECTIONS OR REPAIR. FURTHER, APPLICABLE LAW MAY NOT ALLOW THE EXCLUSION OF ANY IMPLIED WARRANTIES, SO THE ABOVE EXLCUSIONS MAY NOT APPLY TO YOU.

3. LIMITATIONS OF LIABILITY
UNDER NO CIRCUMSTANCES SHALL TSWA BE LAIBLE FOR ANY CLAIMS OF NEGLIGENCE OR BREACH, INCLUDING BEING LIABLE FOR ANY SPECIAL OR CONSEQUENTIAL DAMAGES FROM THE USE OR INABILITY TO USE THE MATERIALS ON THIS WEBSITE, EVEN IF WE HAVE BEEN ADVISED OF THESE POSSIBILITIES. APPLICABLE LAW MAY NOT ALLOW THSE LIMITATIONS ON LIABILITY OR DAMAGES, SO THE ABOVE MAY NOT APPLY TO YOU.

IN NO EVENT SHALL OUR TOTAL LAIBILITY TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT, TORT, NELGIGENCE, OR OTHERWISE) EXCEED THE AMOUNT PAID BY YOU, IF ANY, FOR ACESSING THIS SITE.

4. ONLINE CONDUCT
Any communication which you post to our website is non-confidential, and user agrees to use TSWA.com only for lawful purposes. You shall not post or publish on our website any content which is defamatory, obscene, threatening, illegal, infringes on copyrights or trademarks, or is otherwise objectionable, including but not limited to any material encouraging conduct that would constitute a criminal offense, civil liability, or otherwise violate any applicable law.

If we are notified of any alleged content violation, we may investigate this and decide in our sole discretion whether to remove that content from our Website. We may disclose any content or electronic communication of any kind (i) to satisfy any law, regulation, or government request; (ii) if such disclosure is necessary or appropriate to operate our company; and (iii) to protect the rights or property of our Company its users, or providers.

TSWA reserves the right to prohibit conduct, communication, or content that we deem in our sole discretion to violate any law or be harmful to the rights of any user, our company, or any third party. Provided, however, neither we nor our provider can ensure the prompt removal or questionable content after online posting. Accordingly, neither our Company nor any of its officers, employees, or representatives shall assume liability for any action or inaction taken with respect to removing such material from our Website.

Our website shall be used only for personal use consistent with our site's operations. You shall not distribute or otherwise publish any commercial material soliciting or promoting any goods or services. You specifically acknowledge that soliciting any users of this Website to become members of any commercial online service or other organization is expressly prohibited.

By uploading or submitting any materials to us, you automatically grant and warrant that the content owner has expressly granted us a royalty-free, irrevocable, nonexclusive right and license to use, publish, modify, and distribute the content worldwide, including the right to use it in other works in any form, media or technology for the copyright term of this content. Subject to this grant, the content owner retains any and all rights which may exist in that content.

Any advice, services, or offers that are expressed by you, or made available by third parties, are those of the respective authors--and not of TSWA or any of our offices, employees, or representatives. Neither Company, nor any of its representatives guarantees the accuracy, completeness, or appropriateness of any content, opinion, or advice, nor its merchantability or fitness for any particular purpose. Under no circumstances shall we be liable for any loss, damage, or harm caused by a user's reliance on any information obtained through this Website. It is the responsibility of each user to independently evaluate the information, advice, or other content found at this Website.

5. THIRD PARTY SUBMISSIONS
User may upload to or distribute on our website only content that is not subject to any copyright or other proprietary rights protection, or content in which the author has given express written authorization for Internet distribution. Any content distributed with the consent of a copyright owner should contain a phrase such as "Copyright, (year) owned by (name of Owner); used by permission." The unauthorized submission or distribution of copyrighted or other proprietary content is illegal.

In compliance with the Digital Millennium Copyright Act, users and other persons can report any potential infringements and recommended corrections to us, in care of webmaster@TSWA.com. We will address those concerns in accordance with that Act. Neither our Company, its officers, nor representatives will be liable for any damages resulting from any infringement of copyrights or proprietary rights, or from any other harm that arises from user submissions.

6. PRIVACY POLICY
It is TSWA's policy to respect the privacy of our users. Our Privacy Policy is set forth at www.TSWA.com/privacy.htm

7. LINKING FROM AND TO THIS WEBSITE
To the extent that this website has links from any other website, we cannot endorse nor control their content, accuracy, compliance with laws, or accessibility. If you decide to access these linked sites, you do so at your own risk. Any concerns regarding such outside Internet sites, or any link thereto, should be directed to that particular website.

Any link to our website is subject to our approval, conditions, and agreement, as we may decide in our sole discretion. Additionally, any linking, whether it is a hyperlink, use of spiders or robots, or whatever applicable technology, of a commercial, competitive, or offensive nature is strictly prohibited.

8. TERMINATION OF USE
TSWA reserves the right to refuse service, as we decide in our sole discretion, including, without limitation, if we believe that any customer's conduct violates applicable law, is harmful to another's user's interest, or is harmful to the Company, a third-party's, or a service provider's interests.

9. INDEMNITY
You agree to indemnify, hold harmless, and defend TSWA, our employees, officers, directors, agents, and providers from and against all claims, actions, or demands, including reasonable legal fees and court costs, resulting from any breach by you of these Terms of Use or other liability.

10. OTHER
Any legal disputes arising in connection with these Terms of Use shall be first attempted to be settled by mediation. If that is not successful, in the event of any litigation between the parties, then the prevailing parties shall be entitled to reasonable expenses and attorney fees as set by the Court.

This site is created and controlled by TSWA in the state of Tennessee, whose laws will govern these Terms of Use and any legal controversy. You consent to submit to the exclusive jurisdiction of the courts of the State of Tennessee and of the Unites States for any litigation arising out of our website's use and operation, waive any objection to this statute on improper jurisdiction and/or venue grounds, and agree not to argue that any such litigation brought there has been brought in an inconvenient forum.

If any provision of these terms of Use shall be deemed unlawful, void, or for any reason unenforceable by any court of competent jurisdiction, then that provision shall be deemed severable from the rest of the provision and shall not affect the validity or enforceability of any of the remaining ones.

YOU AGREE TO BE BOUND BY THESE TERMS OF USE by accessing, viewing, and/or using our website.

If, at any time, you have questions or concerns about TSWA.com and its affiliates privacy commitment, please feel free to e-mail us at webmaster@TSWA.com.

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