Terms of Service

1. ACCEPTANCE OF TERMS

Active Sensing, Inc. ("we", "us") provides its service to you, subject to the following Terms of PDXpert Site ("TOS"), which may be updated by us from time to time without notice to you. You can review the most current version of the TOS at any time at the www.BuyPLM.com website.

In addition, when using particular services owned or operated by us, you shall be subject to any posted guidelines or rules applicable to such services which may be posted from time to time. All such guidelines or rules (including but not limited to our Spam Policy) are hereby incorporated by reference into the TOS.

2. DESCRIPTION OF SERVICE

We currently provide registered users with access to our website including product information, technical and marketing literature, training materials, PLM community information, personalized content, downloadable software, and purchase of product licenses (the "PDXpert Site"). You understand and agree that the PDXpert Site may include product promotional information which forms an integral part of the PDXpert Site. You also understand and agree that the PDXpert Site may include certain communications from us, such as service announcements, administrative messages and product information, and that you will be able to opt out of receiving them. Unless explicitly stated otherwise, any new features that augment or enhance the current PDXpert Site shall be subject to the TOS. You understand and agree that the PDXpert Site is provided "AS-IS" and that we assume no responsibility for the accuracy, timeliness, deletion, mis-delivery or failure to store any user information or personalization settings. You are responsible for obtaining access to the PDXpert Site and that access may involve third party fees (such as Internet service provider or airtime charges), and you are responsible for those fees. In addition, you must provide and are responsible for all equipment necessary to access the PDXpert Site.

3. YOUR REGISTRATION OBLIGATIONS

In consideration of your use of the PDXpert Site, you represent that you are of legal age to form a binding contract and are not a person barred from receiving our products and/or services under the laws of the United States or other applicable jurisdiction.

You also agree to:

(a) provide true, accurate, current and complete information about yourself as prompted by the PDXpert Site's registration form (such information being the "Registration Data") and

(b) maintain and promptly update the Registration Data to keep it true, accurate, current and complete.

If you provide any information that is untrue, inaccurate, not current or incomplete, or we have reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, we have the right to suspend or terminate your account, revoke without compensation any software license you may have purchased, and refuse any and all current or future use of the PDXpert Site (or any portion thereof).

4. OUR PRIVACY POLICY

Registration Data and certain other information about you is subject to our Privacy Policy. For more information, see our full privacy policy, which is accessible from most pages at http://www.BuyPLM.com.

5. MEMBER ACCOUNT, PASSWORD AND SECURITY

You will receive a password and account designation upon completing the PDXpert Site's registration process. 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 us 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. We cannot and will not be liable for any loss or damage arising from your failure to comply with this Section 5, specifically including any license purchases made using your account information.

6. MEMBER CONDUCT

You agree to not use the PDXpert Site to:

impersonate any person or entity, including, but not limited to, one of our employees or forum leader, or falsely state or otherwise misrepresent your affiliation with a person or organization;
upload, post, email, transmit or otherwise make available any 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;
forge headers or otherwise manipulate identifiers in order to disguise the origin of any Content communicated to, or transmitted through, the PDXpert Site;
upload, post, email, transmit or otherwise make available any Content that you do not have a right to make available 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, email, transmit or otherwise make available any Content that infringes any patent, trademark, trade secret, copyright or other proprietary rights ("Rights") of any party;
upload, post, email, transmit or otherwise make available any unsolicited or unauthorized advertising, promotional materials, "junk mail," "spam," "chain letters," "pyramid schemes," or any other form of solicitation, except in those areas that are designated for such purpose;
upload, post, email, transmit or otherwise make available 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 the PDXpert Site or servers or networks connected to the PDXpert Site, or disobey any requirements, procedures, policies or regulations of networks connected to the PDXpert Site;
intentionally or unintentionally violate any applicable local, state, national or international law, and any regulations having the force of law;
provide material support or resources (or to conceal or disguise the nature, location, source, or ownership of material support or resources) to any organization(s) designated by the United States government as a foreign terrorist organization pursuant to section 219 of the Immigration and Nationality Act;
"stalk" or otherwise harass another; or
collect or store personal data about other users.

You understand that the PDXpert Site and software embodied within the PDXpert Site may include security components that permit digital materials to be protected, and use of these materials is subject to usage rules set by us and/or content providers who provide content to the PDXpert Site. You may not attempt to override or circumvent any of the usage rules embedded into the PDXpert Site. Any unauthorized reproduction, publication, further distribution or public exhibition of the materials provided on the PDXpert Site, in whole or in part, is strictly prohibited.

7. SPECIAL ADMONITIONS FOR INTERNATIONAL USE

Recognizing the global nature of the Internet, you agree to comply with all local rules regarding online conduct and acceptable Content. Specifically, you agree to comply with all applicable laws regarding the transmission of technical data exported from the United States or the country in which you reside.

8. CONTENT SUBMITTED OR MADE AVAILABLE FOR INCLUSION ON THE PDXPERT SITE

We does not claim ownership of any content that you submit or make available for inclusion on the PDXpert Site. However, with respect to content that you submit or make available for inclusion on the PDXpert Site, you grant us a world-wide, royalty free, non-exclusive, perpetual, irrevocable and fully sub-licensable license to use, distribute, reproduce, modify, adapt, publish, translate, publicly perform and publicly display such content (in whole or in part) and to incorporate such Content into other works in any format or medium now known or later developed.

9. INDEMNITY

You agree to indemnify and hold us, and our subsidiaries, affiliates, officers, agents, co-branders or other partners, and employees, harmless from any claim or demand, including reasonable attorneys' fees, made by any third party due to or arising out of content you submit, post, transmit or make available through the PDXpert Site, your use of the PDXpert Site, your connection to the PDXpert Site, your violation of the TOS, or your violation of any rights of another.

10. NO RESALE OF SERVICE

You agree not to reproduce, duplicate, copy, sell, trade, resell or exploit for any commercial purposes, any portion of the PDXpert Site (including your registration account), use of the PDXpert Site, or access to the PDXpert Site.

11. GENERAL PRACTICES REGARDING USE AND STORAGE

You acknowledge that we may establish general practices and limits concerning use of the PDXpert Site, including without limitation the maximum number of days that message board postings or other uploaded content will be retained by the PDXpert Site, and the maximum number of times (and the maximum duration for which) you may access the PDXpert Site in a given period of time. You agree that we have no responsibility or liability for the deletion or failure to store any messages and other communications or other content maintained or transmitted by the PDXpert Site. You acknowledge that we have the right to log off accounts that are inactive for an extended period of time. You further acknowledge that we have the right to modify these general practices and limits from time to time.

12. MODIFICATIONS TO SERVICE

We reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the PDXpert Site (or any part thereof) with or without notice. You agree that we shall not be liable to you or to any third party for any modification, suspension or discontinuance of the PDXpert Site.

13. TERMINATION

You agree that we may, under certain circumstances and without prior notice, immediately terminate your registered account, any associated email address, and access to the PDXpert Site. Cause for such termination shall include, but not be limited to, (a) breaches or violations of the TOS or other incorporated agreements or guidelines, (b) requests by law enforcement or other government agencies, (c) a request by you (self-initiated account deletions), (d) discontinuance or material modification to the PDXpert Site (or any part thereof), (e) unexpected technical or security issues or problems, and (f) extended periods of inactivity. Termination of your registered account includes (a) removal of access to all offerings within the PDXpert Site, (b) deletion of your password and all related information, files and content associated with or inside your account (or any part thereof), and (c) barring further use of the PDXpert Site. Further, you agree that all terminations for cause shall be made in our sole discretion and that we shall not be liable to you or any third-party for any termination of your account, any associated email address, or access to the PDXpert Site.

14. DEALINGS WITH ADVERTISERS

Your correspondence or business dealings with, or participation in promotions of, partners found on or through the PDXpert Site, including payment and delivery of related goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and such partner. You agree that we shall not be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or as the result of the presence of such advertisers on the PDXpert Site.

15. LINKS

The PDXpert Site may provide, or third parties may provide, links to other World Wide Web sites or resources. Because we has no control over such sites and resources, you acknowledge and agree that we are not responsible for the availability of such external sites or resources, and do not endorse and is not responsible or liable for any content, advertising, products, or other materials on or available from such sites or resources. You further acknowledge and agree that we shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods or services available on or through any such site or resource.

16. OUR PROPRIETARY RIGHTS

You acknowledge and agree that the PDXpert Site and any necessary software used in connection with the PDXpert Site ("Software") contain proprietary and confidential information that is protected by applicable intellectual property and other laws. You further acknowledge and agree that information presented to you through the PDXpert Site or partners is protected by copyrights, trademarks, service marks, patents or other proprietary rights and laws. Except as expressly authorized by us or our partners, you agree not to modify, rent, lease, loan, sell, distribute or create derivative works based on the PDXpert Site or the Software, in whole or in part.

You agree not to access the PDXpert Site by any means other than through the interface that is provided by us for use in accessing the PDXpert Site.

17. DISCLAIMER OF WARRANTIES

YOU EXPRESSLY UNDERSTAND AND AGREE THAT:

YOUR USE OF THE PDXPERT SITE IS AT YOUR SOLE RISK. THE PDXPERT SITE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. WE EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

WE MAKE NO WARRANTY THAT (i) THE PDXPERT SITE WILL MEET YOUR REQUIREMENTS, (ii) THE PDXPERT SITE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (iii) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE PDXPERT SITE WILL BE ACCURATE OR RELIABLE, (iv) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE PDXPERT SITE WILL MEET YOUR EXPECTATIONS, OR (V) ANY ERRORS IN THE SOFTWARE WILL BE CORRECTED.

NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM US OR THROUGH OR FROM THE SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TOS.

A SMALL PERCENTAGE OF USERS MAY EXPERIENCE EPILEPTIC SEIZURES WHEN EXPOSED TO CERTAIN LIGHT PATTERNS OR BACKGROUNDS ON A COMPUTER SCREEN OR WHILE USING THE PDXPERT SITE. CERTAIN CONDITIONS MAY INDUCE PREVIOUSLY UNDETECTED EPILEPTIC SYMPTOMS EVEN IN USERS WHO HAVE NO HISTORY OF PRIOR SEIZURES OR EPILEPSY. IF YOU, OR ANYONE IN YOUR FAMILY, HAVE AN EPILEPTIC CONDITION, CONSULT YOUR PHYSICIAN PRIOR TO USING THE PDXPERT SITE. IMMEDIATELY DISCONTINUE USE OF THE PDXPERT SITE AND CONSULT YOUR PHYSICIAN IF YOU EXPERIENCE ANY OF THE FOLLOWING SYMPTOMS WHILE USING THE SERVICE -- DIZZINESS, ALTERED VISION, EYE OR MUSCLE TWITCHES, LOSS OF AWARENESS, DISORIENTATION, ANY INVOLUNTARY MOVEMENT, OR CONVULSIONS.

18. LIMITATION OF LIABILITY

YOU EXPRESSLY UNDERSTAND AND AGREE THAT WE SHALL NOT BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (i) THE USE OR THE INABILITY TO USE THE PDXPERT SITE; (ii) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE SERVICE; (iii) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (iv) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICE; OR (v) ANY OTHER MATTER RELATING TO THE SERVICE.

19. EXCLUSIONS AND LIMITATIONS

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS OF SECTIONS 17 AND 18 MAY NOT APPLY TO YOU.

20. PUBLISHED POLICIES ARE ADVISORY

The information contained in the online policies and similar documents on this Web site represents our current view as of the date they are posted. Because we must respond to changing market conditions and are constantly evaluating how to better work with our customers and partners, such documents should not be interpreted as legally binding commitments, but rather as flexible documents subject to change occasionally.

Similarly, we cannot guarantee that any information in such documents will be error-free or kept up to date after they are posted. All online policies and similar documents are for informational purposes only.

WE MAKE NO WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, BY POSTING SUCH DOCUMENTS OR ABOUT THE INFORMATION IN SUCH DOCUMENTS.

Changes, Additions, or Deletions

We may occasionally change any of its online policies or similar documents on this Web site, add or remove any terms of such documents, or remove or discontinue such documents completely, at any time. If we make any such changes, we will post the revised documents to this Web site, and will revise the publication date on them, but will not provide any other notice to you. We encourage you to check all online policies and similar documents relevant to your situation periodically to keep informed about their status.

21. NO THIRD PARTY BENEFICIARIES

You agree that, except as otherwise expressly provided in this TOS, there shall be no third party beneficiaries to this Agreement.

22. NOTICE

We may provide you with notices, including those regarding changes to the TOS, by either email, regular mail, or postings on the PDXpert Site.

23. TRADEMARK INFORMATION

The PDXpert®, Acseni, PDXplorer and Aft Wind trademarks, and "Simple Flexible Secure" and "Simple, flexible and secure PLM for growing companies" service marks, are the property of Active Sensing, Inc. ("Marks"). Without our prior permission, you agree not to display or use in any manner the Marks.

24. GENERAL INFORMATION

Entire Agreement. The TOS constitute the entire agreement between you and us and govern your use of the PDXpert Site, superseding any prior agreements between you and us. You also may be subject to additional terms and conditions that may apply when you use or purchase certain other services, affiliate services, third-party content or third-party software.

Choice of Law and Forum. The TOS and the relationship between you and us shall be governed by the laws of the State of Colorado without regard to its conflict of law provisions. You and we agree to submit to the personal and exclusive jurisdiction of the courts located within the county of Douglas, Colorado.

Waiver and Severability of Terms. Our failure to exercise or enforce any right or provision of the TOS shall not constitute a waiver of such right or provision. If any provision of the TOS is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision, and the other provisions of the TOS remain in full force and effect.

Statute of Limitations. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the PDXpert Site or the TOS must be filed within one (1) year after such claim or cause of action arose or be forever barred.

The section titles in the TOS are for convenience only and have no legal or contractual effect.

25. VIOLATIONS

Please report any violations of the TOS to us.

080413.1024