NPO Solutions, a wholly owned subsidiary of Advent Software, Inc., ("NPO") makes available information, materials, products (including software), documentation, communication forums, training applications product information and services (collectively, the "Services") on its proprietary Web site known as "NPO Web Site," subject to the following terms and conditions. This NPO Web Site Terms of Use ("Terms of Use") applies to these Services, as well as any features or content we may add in the future. By your use of the Services, you are consenting to the policy terms and conditions as outlined in this Terms of Use. If you do not agree with the Terms of Use, please close your Web Browser [or the functional equivalent] to leave the website. Please carefully review the following terms and conditions. These terms of use may change from time to time with or without notice to you. Your continued use of the NPO Web Site represents your acknowledgement and agreement with any such changes.

Registration Information and Requirements
Use of NPO Web Site
Restrictions on Use
Warranties, Disclaimers and Limitation of Liability
Indemnification
Links to Third-Party Web Sites
Modifications to NPO Web Site
Copyright and Intellectual Property Ownership
Trademark Information
General
Legal Contacts

Registration Information and Requirements
When you register for the Services, we may ask you to give us certain identifying information. You must complete the registration process by providing us with current, complete and accurate information as prompted by the applicable registration form. You also will choose a password. You are entirely responsible for maintaining the confidentiality of your password and account. Furthermore, you are entirely responsible for any and all activities that occur under your account. You agree to notify NPO immediately of any unauthorized use of your account or any other breach of security. NPO will not be liable for any loss that you may incur as a result of someone else using your password or account, either with or without your knowledge. However, you could be held liable for losses incurred by NPO or another party due to someone else using your account or password. You may not use anyone else's account at any time.

Use of NPO Web Site
The Services may permit you to download software from the NPO Web Site ("Software"). Software that is made available to download from the NPO Web Site is the copyrighted work of NPO and/or its suppliers. Unless otherwise specified in an agreement between you and NPO, your use of the Software is governed by the terms of the end user license agreement and/or click-through agreement that accompanies or is included with the Software. You may not install or use any Software unless you first agree to such terms.

The Services may contain e-mail services, communities, calendars, and/or other message or communication facilities designed to enable you to communicate with others (each a "Communication Service" and collectively "Communication Services"). The Communication Services are being provided to you solely for your convenience. You agree to use the Communication Services only to post, send and receive messages and material that are proper and, when applicable, related to the particular Communication Service. Messages that are posted for an illegal purpose or that transmit content that is unlawful, harassing, or invasive of another's privacy, harmful, vulgar, obscene, or otherwise objectionable, may result in removal of messages, termination of your registration, or legal action. Neither NPO nor any of its agents endorse or assume any responsibility for or guarantee the accuracy, currency, completeness or usefulness of information in any material in the Communication Services and, therefore, NPO specifically disclaims any liability with regard to the Communication Services and any actions resulting from your participation in any Communication Services. Managers and hosts are not authorized NPO spokespersons, and their views do not necessarily reflect those of NPO. Materials uploaded to the Communication Services may be subject to posted limitations on usage, reproduction and/or dissemination; you are responsible for adhering to such limitations if you download the materials. You agree that to the extent you rely on information posted, you do so solely at your own risk and that neither NPO nor any of its agents shall be liable.

NPO has no obligation to monitor the Communication Services. However, NPO reserves the right to review materials posted to the Communication Services and to remove any materials in its sole discretion. NPO reserves the right to terminate your access to any or all of the Communication Services at any time, without notice, for any reason whatsoever. NPO reserves the right at all times to disclose any information as NPO deems necessary to satisfy any applicable law, regulation, legal process or governmental request, or to edit, refuse to post or to remove any information or materials, in whole or in part, in NPO's sole discretion. In no event will NPO be liable for any costs, damages, expenses or any other liabilities incurred by you as a result of NPO's monitoring services.

The Services may include training applications for NPO software products, and NPO product demonstrations for your use ("Training"). NPO specifically disclaims any liability with regard to the Training and any actions resulting from your participation in any Training. You agree that to the extent you rely on any Training, you do so solely at your own risk and that neither NPO nor any of its agents shall be liable.

Restrictions on Use
Unless otherwise specified in an agreement between you and NPO, the Services are for your personal and non-commercial use. You may not modify, copy, distribute, transmit, display, perform, reproduce, publish, license, create derivative works from, transfer, or sell any information, software, products or services obtained from the Services. As a condition of your use of the Services, you warrant to NPO that you will not use the Services for any purpose that is unlawful or prohibited by these Terms of Use. You may not use the Services in any manner that could damage, disable, overburden, or impair any NPO server, or the network(s) connected to any NPO server, or interfere with any other party's use and enjoyment of any Services. You may not attempt to gain unauthorized access to any Services, other accounts, computer systems or networks connected to any NPO server or to any of the Services, through hacking, password mining or any other means. You may not obtain or attempt to obtain any materials or information through any means not intentionally made available through the Services.
NPO reserves the right to revoke access and use of the NPO Web Site and/or the Services and any such use shall be discontinued immediately with or without notice from NPO.

Warranties, Disclaimers and Limitation of Liability
EXCEPT AS EXPRESSLY PROVIDED OTHERWISE IN AN AGREEMENT BETWEEN YOU AND NPO, ALL SOFTWARE, SERVICES, COMMUNICATION SERVICES, TRAINING, THIRD-PARTY LINKS AND INFORMATION ON NPO WEB SITE ARE PROVIDED "AS IS" WITHOUT ANY OTHER WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT, OR THOSE ARISING BY LAW, STATUTE, USAGE OF TRADE, OR COURSE OF DEALING. NPO MAKES NO REPRESENTATIONS ABOUT THE SUITABILITY, RELIABILITY, TIMELINESS AND ACCURACY OF THE INFORMATION, SOFTWARE, SERVICES, TRAINING AND COMMUNICATION SERVICES CONTAINED ON NPO WEB SITE. NPO ASSUMES NO RESPONSIBILITY FOR ERRORS, INNACURACIES OR OMISSIONS IN ANY SOFTWARE, SERVICES, INFORMATION OTHER DOCUMENTS OR ANY OTHER MATERIALS THAT ARE REFERENCED BY OR LINKED TO THE NPO WEB SITE.

IN NO EVENT SHALL ADVENT BE LIABLE FOR ANY SPECIAL, INCIDENTAL, PUNITIVE, INDIRECT OR CONSEQUENTIAL DAMAGES OF ANY KIND, OR ANY DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, THOSE RESULTING FROM LOSS OF USE, DATA OR PROFITS, WHETHER OR NOT ADVISED OF THE POSSIBILITY OF DAMAGE, AND ON ANY THEORY OF LIABILITY, ARISING OUT OF OR IN CONNECTION WITH THE USE, NON-USE, PROVISION, PERFORMANCE OR FAILURE OF PERFORMANCE OF THE SERVICES, NPO WEB SITE, TRAINING, COMMUNICATION SERVICES AND THIRD PARTY LINKS, WHETHER BASED ON CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE. SOME STATES/COUNTRIES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

The NPO Web Site can be accessed from other countries around the world and may contain references to NPO products, services and programs that have not been announced in your country. These references do not imply that NPO intends to announce such products, services or programs in your country.

Indemnification
You agree to indemnify and hold NPO, its affiliates and their officers, directors, agents, employees, and licensors (including third party providers) harmless from any claim, demand, loss costs or expenses, including attorneys' fees, made by any person arising out of your violation of this Terms of Use, state or federal securities laws or regulations, or any other person's rights, including but not limited to infringement of any copyright or violation of any proprietary or privacy right.

Links to Third-Party Web Sites
The NPO Web Site may contain links to third-party Web sites, which are not under the control of NPO. NPO makes no representations whatsoever as to any other Web site to which you may have access through the NPO Web Site. When you access a non-NPO Web site, you do so at your own risk and NPO is not responsible for the accuracy or reliability of any information, data, opinions, advice or statements made on these sites. NPO provides these links merely as a convenience and the inclusion of such links does not imply that NPO endorses or accepts any responsibility for the content or uses of such Web sites. You agree that under no circumstances will you hold NPO liable for any loss or damage caused by use of or reliance on any content, goods or services available on other sites.

Modification to NPO Web Site and Services
NPO reserves the right to modify or discontinue, temporarily or permanently, NPO Web Site and/or Services (or any part thereof) with or without notice. You agree that NPO will not be liable to you or to any third party for any modification, suspension or discontinuance of the NPO Web Site and/or Services.

Copyright and Intellectual Property Ownership
Copyright © 2002 - 2003 by NPO. All rights reserved. Copyright herein is claimed by NPO or its affiliates and is protected under United States Copyright Act, Title 17, U.S. Code § 117. Except as otherwise permitted herein, no content on the NPO Web Site may be reproduced in any form or by any means without the prior written consent of NPO. All other rights, title and interest not expressly granted are reserved. Elements of NPO Web Site are protected by trademark, unfair competition, copyright and other laws, and may not be copied or imitated in whole or in part.

Trademark Information
NPO is a registered trademark of NPO. NPO and the trademarks GIFTS and Essential GIFTS, and the other NPO logos and service marks (collectively the "NPO Marks") displayed on NPO Web Site are the property of NPO and its affiliates. All other products or services mentioned herein are trademarks or registered trademarks of their respective owners. Use of the NPO Marks is not permitted absent prior written consent of NPO.

General
The Terms of Use and all future agreements you shall enter into with NPO, unless otherwise indicated on such other agreement, shall be governed by the law of the state of California, without regards to the conflicts of laws principles thereof or the United Nations Convention on International Trade Law. You and NPO also agree and hereby submit to the exclusive personal jurisdiction and venue of the state and federal courts of the State of California with respect to such matters. NPO makes no representation that materials on the NPO Web Site are appropriate or available for use in other locations, and accessing them from territories where their contents are illegal is prohibited. Those who choose to access the NPO Web Site from other locations do so on their own initiative and are responsible for compliance with local laws. You agree that no joint venture, partnership, employment or agency relationship exists between you and NPO as a result of this agreement or use of the NPO Website. If a court of competent jurisdiction deems any provision unenforceable, that provision will be enforced to the maximum extent permissible, and the remaining provisions will remain in full force and effect.

Legal Contacts
If you have any questions concerning the usage or licensing of NPO trademarks or copyrights, or use of the NPO Web Site in general, please contact the NPO Legal Department by email at Website_legal@NPO.com.