1. Relationship with LogiXML

1.1 Your use of LogiXML's web sites, developer communities and services offered or available thereon (referred to collectively as the "Services" in this document and excluding any software or services provided to you by LogiXML under a separate written agreement or click-wrap EULA accepted by you) is subject to the terms of a legal agreement between you and LogiXML. "LogiXML" means LogiXML Inc., a Delaware corporation with principal offices located at 7900 Westpark Drive, Suite T-107, McLean, Virginia 22102. This document explains how the agreement is made up, and sets out some of the terms of that agreement.

1.2 Unless otherwise agreed in writing with LogiXML, your agreement with LogiXML will always include, at a minimum, the terms and conditions set out in this document. These are referred to below as the "Master Terms".

1.3 Your agreement with LogiXML will also include the terms of any Legal Notices applicable to the Services, in addition to the Master Terms. All of these are referred to below as the "Additional Terms". Where Additional Terms apply to a Service, these will be accessible for you to read either within, or through your use of, that Service.

1.4 The Master Terms, together with the Additional Terms, form a legally binding agreement between you and LogiXML in relation to your use of the Services. It is important that you take the time to read them carefully. Collectively, this legal agreement is referred to below as the "Terms".

1.5 If there is any contradiction between what the Additional Terms say and what the Master Terms say, then the Additional Terms shall take precedence in relation to that Service.

2. Accepting the Terms

2.1 In order to use the Services, you must first agree to the Terms. You may not use the Services if you do not accept the Terms.

2.2 You can accept the Terms by: (a) clicking to accept or agree to the Terms, where this option is made available to you by LogiXML in the user interface for any Service; or (b) by actually using the Services. In this case, you understand and agree that LogiXML will treat your use of the Services as acceptance of the Terms from that point onwards.

2.3 You may not use the Services and may not accept the Terms if (a) you are not of legal age to form a binding contract with LogiXML, or (b) you are a person barred from receiving the Services under the laws of the United States or other countries including the country in which you are resident or from which you use the Services.

2.4 Before you continue, you should print off or save a local copy of the Master Terms for your records.

3. Provision of the Services by LogiXML

3.1 LogiXML is constantly innovating in order to provide the best possible experience for its users. You acknowledge and agree that the form and nature of the Services which LogiXML provides may change from time to time without prior notice to you.

3.2 As part of this continuing innovation, you acknowledge and agree that LogiXML may stop (permanently or temporarily) providing the Services (or any features within the Services) to you or to users generally at LogiXML's sole discretion, without prior notice to you. You may stop using the Services at any time. You do not need to specifically inform LogiXML when you stop using the Services.

3.3 You acknowledge and agree that if LogiXML disables access to your account, you may be prevented from accessing the Services, your account details or any files or other content which is contained in your account. In such case, LogiXML may delete all or any part of your data, files or other content which is contained in your account.

4. Use of the Services

4.1 In order to access certain Services, you may be required to provide information about yourself (such as identification or contact details) as part of the registration process for the Service, or as part of your continued use of the Services. You agree that any registration information you give to LogiXML will always be accurate, correct and up to date.

4.2 You agree to use the Services only for purposes that are permitted by (a) the Terms and (b) any applicable law, regulation or generally accepted practices or guidelines in the relevant jurisdictions (including any laws regarding the export of data or software to and from the United States or other relevant countries).

4.3 You agree not to access (or attempt to access) any of the Services by any means other than through the interface that is provided by LogiXML, unless you have been specifically allowed to do so in a separate agreement with LogiXML. You specifically agree not to access (or attempt to access) any of the Services through any automated means.

4.4 You agree that you will not engage in any activity that interferes with or disrupts the Services (or the servers and networks which are connected to the Services).

4.5 Unless you have been specifically permitted to do so in a separate agreement with LogiXML, you agree that you will not reproduce, duplicate, copy, sell, trade or resell the Services for any purpose.

4.6 You agree that you are solely responsible for (and that LogiXML has no responsibility to you or to any third party for) any breach of your obligations under the Terms and for the consequences (including any loss or damage which LogiXML may suffer) of any such breach.

5. Account Responsibility

You agree and understand that you are responsible for maintaining the confidentiality of passwords associated with any account you use to access the Services. Accordingly, you agree that you will be solely responsible to LogiXML for all activities that occur under your account. If you become aware of any unauthorized use of your account, you agree to notify LogiXML immediately at support@logixml.com.

6. Privacy

For information about LogiXML's data protection practices, please read LogiXML's privacy policy at http://www.LogiXML.com/privacy.html. This policy explains how LogiXML treats your personal information, and protects your privacy, when you use the Services. You agree to the use of your data in accordance with LogiXML's privacy policies. LogiXML employs commercially available software and technology designed to protect against unauthorized access to and/or use of any of your personal information by third parties; however, no such software or technology provides absolute assurance that your personal information is protected from unauthorized access to and/or use by third parties and LogiXML makes no such assurances. To the maximum extent permitted under applicable law, disclaims any and all liability and responsibility for any damages suffered by you as a result of a third party's accessing or using your personal information, except where such access or use is the direct result of the gross negligence or willful misconduct of LogiXML.

7. Content

7.1 You understand that all information (such as data files, written text, computer software, widgets, files or other content) which you may have access to as part of, or through your use of, the Services are the sole responsibility of the person from which such content originated. All such information is referred to below as the "Content".

7.2 You should be aware that Content presented to you as part of the Services may be protected by intellectual property rights which are owned by providers of that Content to LogiXML (or by other persons or companies on their behalf). You may not modify, rent, lease, loan, sell, distribute or create derivative works based on this Content (either in whole or in part) unless you have been specifically told that you may do so by LogiXML or by the owners of that Content, in a separate agreement.

7.3 LogiXML reserves the right (but shall have no obligation) to pre-screen, review, flag, filter, modify, refuse or remove any or all Content from any Service.

7.4 You understand that by using the Services you may be exposed to Content that you may find offensive, indecent or objectionable and that, in this respect, you use the Services at your own risk.

7.5 You agree that you are solely responsible for (and that LogiXML has no responsibility to you or to any third party for) any Content that you create, transmit or display while using the Services and for the consequences of your actions (including any loss or damage which LogiXML may suffer) by doing so.

8. Proprietary Rights

8.1 You acknowledge and agree that LogiXML (or LogiXML's licensors) own all legal right, title and interest in and to the Services, including any intellectual property rights which subsist in the Services (whether those rights happen to be registered or not, and wherever in the world those rights may exist). You further acknowledge that the Services may contain information which is designated confidential by LogiXML and that you shall not disclose such information without LogiXML's prior written consent.

8.2 Unless you have agreed otherwise in writing with LogiXML, nothing in the Terms gives you a right to use any of LogiXML's trade names, trademarks, service marks, logos, domain names, and other distinctive brand features.

8.3 If you have been given an explicit right to use any of these brand features in a separate written agreement with LogiXML, then you agree that your use of such features shall be in compliance with that agreement, any applicable provisions of the Terms, and LogiXML's brand feature use guidelines as updated from time to time.

8.4 Except to the extent provided in any Additional Terms , LogiXML acknowledges and agrees that it obtains no right, title or interest from you (or your licensors) under these Terms in or to any Content that you submit, post, transmit or display on, or through, the Services, including any intellectual property rights which subsist in that Content (whether those rights happen to be registered or not, and wherever in the world those rights may exist). Unless you have agreed otherwise in writing with LogiXML, you agree that you are responsible for protecting and enforcing those rights and that LogiXML has no obligation to do so on your behalf.

8.5 You agree that you shall not remove, obscure, or alter any proprietary rights notices (including copyright and trade mark notices) which may be affixed to or contained within the Services.

8.6 Unless you have been expressly authorized to do so in writing by LogiXML, you agree that in using the Services, you will not use any trade mark, service mark, trade name, logo of any company or organization in a way that is likely or intended to cause confusion about the owner or authorized user of such marks, names or logos.

9. Termination

9.1 The Terms will continue to apply until terminated by either you or LogiXML as set out below.

9.2 If you want to terminate your legal agreement with LogiXML, you may do so by notifying LogiXML at any time. Your notice should be sent, in writing, to LogiXML's address which is set out at the beginning of these Terms.

9.3 LogiXML may at any time, terminate its legal agreement with you if: (a) you have breached any provision of the Terms (or have acted in manner which clearly shows that you do not intend to, or are unable to comply with the provisions of the Terms); or (b) LogiXML is required to do so by law (for example, where the provision of the Services to you is, or becomes, unlawful); or (c) LogiXML is transitioning to no longer providing the Services to users in the country in which you are resident or from which you use the service; or (d) the provision of the Services to you by LogiXML is, in LogiXML's opinion, no longer commercially viable.

9.4 Nothing in this Section shall affect LogiXML's rights regarding provision of Services under Section 3 of the Terms.

9.5 When these Terms come to an end, all of the legal rights, obligations and liabilities that you and LogiXML have benefited from, been subject to (or which have accrued over time while the Terms have been in force) or which are expressed to continue indefinitely, shall be unaffected by this cessation, and the provisions of paragraph 11 shall continue to apply to such rights, obligations and liabilities indefinitely.

10. EXCLUSION OF WARRANTIES

10.1 NOTHING IN THESE TERMS SHALL EXCLUDE OR LIMIT LOGIXML'S WARRANTY OR LIABILITY FOR LOSSES WHICH MAY NOT BE LAWFULLY EXCLUDED OR LIMITED BY APPLICABLE LAW. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR CONDITIONS OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR LOSS OR DAMAGE CAUSED BY NEGLIGENCE, BREACH OF CONTRACT OR BREACH OF IMPLIED TERMS, OR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, ONLY THE LIMITATIONS WHICH ARE LAWFUL IN YOUR JURISDICTION WILL APPLY TO YOU AND OUR LIABILITY WILL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.

10.2 YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK AND THAT THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE."

10.3 IN PARTICULAR, LOGIXML, ITS SUBSIDIARIES AND AFFILIATES, AND ITS LICENSORS DO NOT REPRESENT OR WARRANT TO YOU THAT: (A) YOUR USE OF THE SERVICES WILL MEET YOUR REQUIREMENTS, (B) YOUR USE OF THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERROR, (C) ANY INFORMATION OBTAINED BY YOU AS A RESULT OF YOUR USE OF THE SERVICES WILL BE ACCURATE OR RELIABLE, AND (D) THAT DEFECTS IN THE OPERATION OR FUNCTIONALITY OF ANY SOFTWARE PROVIDED TO YOU AS PART OF THE SERVICES WILL BE CORRECTED.

10.4 ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICES IS DONE AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR OTHER DEVICE OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL.

10.5 NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM LOGIXML OR THROUGH OR FROM THE SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TERMS.

10.6 LOGIXML FURTHER EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

11. LIMITATION OF LIABILITY

11.1 SUBJECT TO OVERALL PROVISION IN PARAGRAPH 10.1 ABOVE, YOU EXPRESSLY UNDERSTAND AND AGREE THAT LOGIXML, ITS SUBSIDIARIES AND AFFILIATES, AND ITS LICENSORS SHALL NOT BE LIABLE TO YOU FOR:

(A) ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL CONSEQUENTIAL OR EXEMPLARY DAMAGES WHICH MAY BE INCURRED BY YOU, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY. THIS SHALL INCLUDE, BUT NOT BE LIMITED TO, ANY LOSS OF PROFIT (WHETHER INCURRED DIRECTLY OR INDIRECTLY), ANY LOSS OF GOODWILL OR BUSINESS REPUTATION, ANY LOSS OF DATA SUFFERED, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR OTHER INTANGIBLE LOSS;

(B) ANY LOSS OR DAMAGE WHICH MAY BE INCURRED BY YOU, INCLUDING BUT NOT LIMITED TO LOSS OR DAMAGE AS A RESULT OF: (I) ANY CHANGES WHICH LOGIXML MAY MAKE TO THE SERVICES, OR FOR ANY PERMANENT OR TEMPORARY CESSATION IN THE PROVISION OF THE SERVICES (OR ANY FEATURES WITHIN THE SERVICES); (II) THE DELETION OF, CORRUPTION OF, OR FAILURE TO STORE, ANY CONTENT AND OTHER COMMUNICATIONS DATA MAINTAINED OR TRANSMITTED BY OR THROUGH YOUR USE OF THE SERVICES; (III) YOUR FAILURE TO PROVIDE LOGIXML WITH ACCURATE INFORMATION; or (IV) UNAUTHORIZED ACCESS TO OR USE OF YOUR PERSONAL INFORMATION BY THIRD PARTIES

11.2 THE LIMITATIONS ON LOGXML'S LIABILITY TO YOU IN PARAGRAPH 13.1 ABOVE SHALL APPLY WHETHER OR NOT LOGIXML HAS BEEN ADVISED OF OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF ANY SUCH LOSSES ARISING.

12. Changes to the Terms

LogiXML may make changes to the Master Terms or Additional Terms from time to time. When these changes are made, LogiXML will make a new copy of the Master Terms available at http://www.LogiXML.com/serviceterms.html and any new Additional Terms will be made available to you from within, or through, the affected Services. You understand and agree that if you use the Services after the date on which the Master Terms or Additional Terms have changed, LogiXML will treat your use as acceptance of the updated Master Terms or Additional Terms.

13. Miscellaneous

13.1 The Terms constitute the entire legal agreement between you and LogiXML and govern your use of the Services (but excluding any services which LogiXML may provide to you under a separate written agreement or a click-wrap EULA accepted by you), and completely replace any prior agreements between you and LogiXML in relation to the Services.

13.2 You agree that LogiXML may provide you with notices, including those regarding changes to the Terms, by email, regular mail, or postings on the Services.

13.3 You agree that if LogiXML does not exercise or enforce any legal right or remedy which is contained in the Terms (or which LogiXML has the benefit of under any applicable law), this will not be taken to be a formal waiver of LogiXML's rights and that those rights or remedies will still be available to LogiXML.

13.4 If any court of law, having the jurisdiction to decide on this matter, rules that any provision of these Terms is invalid, then that provision will be removed from the Terms without affecting the rest of the Terms. The remaining provisions of the Terms will continue to be valid and enforceable.

13.5 The Terms, and your relationship with LogiXML under the Terms, shall be governed by the laws of the Commonwealth of Virginia without regard to its conflict of laws provisions. You and LogiXML agree to submit to the exclusive jurisdiction of the courts located within the county of Fairfax, Virginia to resolve any legal matter arising from the Terms. Notwithstanding this, you agree that LogiXML shall still be allowed to apply for injunctive remedies (or an equivalent type of urgent legal relief) in any jurisdiction.