IN THESE TERMS AND CONDITIONS, "WE," "US," "ITS" AND "OUR" REFER TO Simian Systems, Inc. ("Simian"), AND "YOU" AND "YOUR" REFER TO YOU. Before using SitelliteForge.com, please read this agreement relating to your use of this website carefully.

1. ACCEPTANCE OF TERMS

By using SitelliteForge.com, you agree to be bound by these terms and conditions of use ("Terms"). If you do not agree to these Terms, please do not use SitelliteForge.com. Simian provides the information and services on SitelliteForge.com to you, the user, conditioned upon your acceptance, without modification, of the Terms contained herein. Your use of SitelliteForge.com constitutes your agreement with such Terms.

We reserve the right, at our discretion, to change, modify, add or remove portions of these Terms periodically. Such modifications shall be effective immediately upon posting of the modified Terms to SitelliteForge.com. Your continued use of the SitelliteForge.com website following the posting of changes to these Terms will mean that you accept those changes.

In addition, each user's use of a particular SitelliteForge.com service ("Service") may be subject to specific guidelines or rules ("Service-specific Rules") posted from time to time and incorporated by this reference into the Terms. Use of SitelliteForge.com and/or its Services constitutes full acceptance of and agreement to the Terms; if a user does not accept our Terms, he or she is not granted rights to use SitelliteForge.com or any of its Services, as defined herein, and should refrain from accessing SitelliteForge.com and its Services.

To update the Terms, we will both post the changed version and its effective date at http://sitelliteforge.com/index/terms-of-use. If we change any Service-specific Rules, we will post the changed version on the location where those Service-specific Rules normally appear, reference the change on the primary page for that Service and include a link to the previous version of the terms or rules. Simian reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, SitelliteForge.com or any Service thereon (or any part thereof). Simian shall not be liable to any user or other third party for any such modification, suspension or discontinuance except as expressly provided herein.

2. NO UNLAWFUL OR PROHIBITED USE

By using the SitelliteForge.com website, you warrant to Simian that you will not use SitelliteForge.com, or any of the content obtained from SitelliteForge.com, for any purpose that is unlawful or prohibited by these Terms. If you violate any of these Terms, your permission to use the SitelliteForge.com website automatically terminates.

3. DESCRIPTION OF SERVICE

SitelliteForge.com is a website owned and operated by Simian for the purpose of fostering software development and content creation under Open-Source Initiative ("OSI")-approved licenses or other arrangements relating to software and/or content development that may be approved by Simian (the "Purpose").

Simian currently offers users access to a rich collection of on-line resources for Open Source software development and content creation on SitelliteForge.com, including various communications tools, source code control and project management tools, online forums, personalized content, a donation system and branded programming (collectively, the "Services"). To use these SitelliteForge.com Services, each user must independently obtain access to the World Wide Web, either directly or through devices that access Web-based content, and pay any and all service fees or equipment costs associated with such access.

4. REGISTRATION OBLIGATIONS

If required by Simian, each user must: (a) provide true, accurate, current and complete information on the Service's registration form (collectively, the "Registration Data") and (b) maintain and promptly update the Registration Data as necessary. If, after investigation, we have reasonable grounds to suspect that any user's information is untrue, inaccurate, not current or incomplete, we may suspend or terminate that user's account and prohibit any and all current or future use of the Services (or any portion thereof) by that user other than as expressly provided herein.

Each user will receive a password and account designation upon completing SitelliteForge.com registration process and is wholly responsible for maintaining the confidentiality thereof and wholly liable for all activities occurring thereunder. Simian cannot and will not be liable for any loss or damage arising from a user's failure to comply with this Section, including any loss or damage arising from any user's failure to (a) immediately notify Simian of any unauthorized use of his or her password or account or any other breach of security and (b) ensure that he or she exits from his or her account at the end of each session.

SitelliteForge.com handles user Registration Data in accordance with the SitelliteForge.com Privacy Statement accessible at http://sitelliteforge.com/index/privacy-policy.

5. CONTENT

All information, data, text, software, music, sound, photographs, graphics, video, messages or any other materials whatsoever (collectively, "Content"), whether publicly posted on or privately transmitted via SitelliteForge.com, are the sole responsibility of the person from which such Content originated. This means that the user, and not Simian, is entirely responsible for all Content that he or she uploads, posts, emails or otherwise transmits via SitelliteForge.com or any Service. No user shall transmit Content or otherwise conduct or participate in any activities on SitelliteForge.com and/or any Service which, in the judgment of Simian, is likely to be prohibited by law in any applicable jurisdiction, including laws governing the encryption of software, the export of technology, the transmission of obscenity or the permissible uses of intellectual property.

Simian will not pre-screen or review Content, but Simian reserves the right to refuse or delete any Content of which it becomes aware that it reasonably deems not to fulfill the Purpose. In addition, Simian shall have the right (but not the obligation) in its sole discretion to refuse or delete any content that it reasonably considers to violate the Terms or be otherwise illegal.

Simian, in its sole and absolute discretion, may preserve Content and may also disclose Content if required to do so by law or judicial or governmental mandate or as reasonably determined useful by us to protect the rights, property or personal safety of Simian, SitelliteForge.com users and the public. Simian does not control the Content posted via the Service and, as such, does not guarantee the accuracy, integrity or quality of such Content. Under no circumstances will Simian be liable in any way for any Content, including, but not limited to, liability for any errors or omissions in any Content or for any loss or damage of any kind incurred as a result of the use of any Content posted, emailed or otherwise transmitted via SitelliteForge.com or any Service thereon.

Each user, by using SitelliteForge.com or any Service, may be exposed to Content that is offensive, indecent or objectionable. Each user must evaluate, and bear all risks associated with, the use of any Content, including any reliance on the accuracy, completeness, or usefulness of such Content.

6. LICENSING AND OTHER TERMS APPLYING TO CODE AND OTHER CONTENT POSTED ON SITELLITEFORGE.COM

Use, reproduction, modification, and other intellectual property rights to data stored in CVS or as a file release and posted by any user on SitelliteForge.com ("Source Code") shall be subject to the OSI-approved license applicable to such Source Code, or to such other licensing arrangements that may be approved by Simian as applicable to such Source Code.

With respect to text or data entered into and stored by publicly-accessible site features such as message boards and bug trackers ("SitelliteForge.com Public Content"), the submitting user retains ownership of such SitelliteForge.com Public Content; with respect to publicly-available statistical content which is generated by the site to monitor and display project activity, such content is owned by Simian. In each such case, the submitting user grants Simian the royalty-free, perpetual, irrevocable, non-exclusive and fully sublicensable right and license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform and display such Content (in whole or part) worldwide and/or to incorporate it in other works in any form, media, or technology now known or later developed, all subject to the terms of any applicable approved license.

With respect to Content posted to private areas of SitelliteForge.com, i.e., private SitelliteForge.com development tools or SitelliteForge.com Mail, the submitting user may grant to Simian or other users such rights and licenses as the submitting user deems appropriate.

Content located on any SitelliteForge.com-hosted subdomain which is subject to the sole editorial control of the owner or licensee of such subdomain, shall be subject to the OSI-approved license applicable to such Source Code, or to such other licensing arrangements that may be approved by Simian as applicable to such Content.

7. NO RESALE OF SERVICE

You agree not to sell, resell or offer for any commercial purposes, any portion of the Services, use of the Services or access to the Services.

8. GENERAL PRACTICES REGARDING USE AND STORAGE

Simian may establish general practices and limits concerning use of SitelliteForge.com Services, as defined by posted Service-specific Rules. While Simian will use reasonable efforts to back up site data and make such data available in the event of loss or deletion, Simian has no responsibility or liability for the deletion or failure to store any messages and other communications or other Content maintained or transmitted by any Service. Simian reserves the right to mark as "inactive" and archive SitelliteForge.com accounts and/or projects that are inactive for an extended period of time. Simian reserves the right to change these general SitelliteForge.com practices and Service-specific Rules at any time, in its sole discretion, with notice to users and the public as described in Section 1 above.

9. TERMINATION

We may terminate a SitelliteForge.com user's account in our absolute discretion and for any reason. We are especially likely to terminate for reasons that include, but are not limited to, the following: 1.) violation of these Terms; 2.) abuse of site resources or attempt to gain unauthorized entry to the site or site resources; 3.) use of SitelliteForge.com or any SitelliteForge.com Service in a manner inconsistent with the Purpose; 4.) a user's request for such termination; and 5.) requirement of applicable law, regulation, court or governing agency order.

Our termination of any user's access to SitelliteForge.com or any Service hereunder may be effected without notice and, on such termination, we may immediately deactivate or delete user's account and/or bar any further access to such files. Simian shall not be liable to any SitelliteForge.com user or other third party for any termination of that user's SitelliteForge.com access or account hereunder.

10. LINKS

Simian, any Service or a third party may provide links to other websites. Simian exercises no control whatsoever over such other non-Simian websites and web-based resources and is not responsible or liable for the availability thereof or the content, advertising, products or other materials thereon. Simian shall not be responsible or liable, directly or indirectly, for any damage or loss incurred or suffered by any user in connection therewith. Your access and use of websites linked to SitelliteForge.com, including information, material, products and services therein, is solely at your own risk.

SitelliteForge.com's privacy statement is applicable only when you are on SitelliteForge.com. Once you choose to link to another website, you should read that website's privacy statement before disclosing any personal information.

11. INDEMNITY

Each user shall indemnify, defend and hold harmless Simian, its parent corporation, subsidiaries and affiliates and their respective officers, employees and agents, and each of Simian's website partners from any and all claims, demands, damages, costs and liabilities, including reasonable attorneys' fees, made by any third party due to or arising out of that user's acts or omissions, including claims arising out of that user's use of SitelliteForge.com; his or her submission, posting or transmission of Content or his or her violation of the Terms.

12. DISCLAIMER OF WARRANTIES

EACH USER'S USE OF SITELLITEFORGE.COM AND SITELLITEFORGE.COM SERVICES IS AT HIS OR HER SOLE RISK. SITELLITEFORGE.COM AND SITELLITEFORGE.COM SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS AND Simian ASSUMES NO RESPONSIBILITY FOR THE TIMELINESS, DELETION, MIS-DELIVERY OR FAILURE TO STORE ANY USER COMMUNICATIONS OR PERSONALIZATION SETTINGS. EACH SITELLITEFORGE.COM USER WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO HIS OR HER COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL. Simian EXPRESSLY DISCLAIMS 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. SPECIFICALLY, Simian MAKES NO WARRANTY THAT (i) SITELLITEFORGE.COM OR ANY SITELLITEFORGE.COM SERVICE WILL MEET YOUR REQUIREMENTS, (ii) ANY USER ACCESS WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE, (iii) THE QUALITY OF ANY CONTENT, PRODUCTS, SERVICES, INFORMATION OR OTHER MATERIAL OBTAINED BY ANY USER WILL MEET HIS OR HER EXPECTATIONS, AND (iv) ANY ERRORS IN THE SOFTWARE WILL BE CORRECTED. EXCLUDING ONLY DAMAGES ARISING OUT OF Simian'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, Simian SHALL NOT BE LIABLE 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 Simian HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM ANY USER'S USE OR INABILITY TO USE SITELLITEFORGE.COM OR ANY SERVICE; THE COST OF PROCUREMENT OF SUBSTITUTE SERVICES; UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON SITELLITEFORGE.COM OR ANY SERVICE; OR ANY OTHER MATTER RELATING TO SITELLITEFORGE.COM OR ANY SERVICE. NOTHING HEREIN SHALL BE DEEMED TO CREATE AN AGENCY, PARTNERSHIP, JOINT VENTURE, EMPLOYEE-EMPLOYER OR FRANCHISOR-FRANCHISEE RELATIONSHIP OF ANY KIND BETWEEN Simian AND ANY USER OR OTHER PERSON OR ENTITY NOR DO THESE TERMS OF SERVICE EXTEND RIGHTS TO ANY THIRD PARTY. AS NOTED ABOVE, Simian DOES NOT AND CANNOT CONTROL THE ACTIONS OF SITELLITEFORGE.COM USERS, VISITORS OR LINKED THIRD PARTIES. WE RESERVE THE RIGHT TO REPORT ANY MALFEASANCE THAT COMES TO OUR ATTENTION TO THE APPROPRIATE AUTHORITIES. WE DO NOT GUARANTEE CONTINUOUS UNINTERRUPTED OR SECURE ACCESS TO SITELLITEFORGE.COM OR ANY SERVICES. OPERATION OF SITELLITEFORGE.COM MAY BE SUBJECT TO INTERFERENCE FROM NUMEROUS FACTORS OUTSIDE OUR CONTROL. FURTHER, SCHEDULED AND PREVENTIVE MAINTENANCE AS WELL AS REQUIRED AND EMERGENCY MAINTENANCE WORK MAY TEMPORARILY INTERRUPT SERVICES OR ACCESS TO THE WEBSITE. THE DISCLAIMERS OF WARRANTY AND LIMITATIONS OF LIABILITY APPLY, WITHOUT LIMITATION, TO ANY DAMAGES OR INJURY CAUSED BY THE FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS, COMMUNICATION LINE FAILURE, THEFT OR DESTRUCTION OR UNAUTHORIZED ACCESS TO, ALTERATION OF OR USE OF ANY ASSET, WHETHER ARISING OUT OF BREACH OF CONTRACT, TORTIOUS BEHAVIOUR, NEGLIGENCE OR ANY OTHER COURSE OF ACTION BY Simian.

13. LIMITATION OF LIABILITY

IN NO EVENT SHALL Simian, OUR PARENT CORPORATION, SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES OR OUR SUPPLIERS BE LIABLE FOR LOST PROFITS OR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH SITELLITEFORGE.COM, OUR SERVICES OR THIS AGREEMENT (HOWEVER ARISING, INCLUDING NEGLIGENCE).

OUR LIABILITY, AND THE LIABILITY OF OUR PARENT CORPORATION, SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES, AND SUPPLIERS, TO YOU OR ANY THIRD PARTIES IN ANY CIRCUMSTANCE IS LIMITED TO $1000. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.

14. RELEASE

In the event that you have a dispute with one or more SitelliteForge.com users, you release Simian (and our officers, directors, agents, subsidiaries, parent corporation, joint ventures and employees) from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such disputes. If you are a California resident, you waive California Civil Code §1542, which says: "A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor."

15. FRAUD

Without limiting any other remedies, Simian may suspend or terminate your SitelliteForge.com account if we suspect that you have engaged in fraudulent activity in connection with SitelliteForge.com or any SitelliteForge.com Service.

16. Legal Compliance

You shall comply with all applicable domestic and international laws, statutes, ordinances and regulations regarding your use of SitelliteForge.com and all of its Services.

17. NO AGENCY

You and Simian are independent contractors, and no agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by these Terms.

18. TRADEMARK INFORMATION

SitelliteForge.com, the SitelliteForge.com logo and other SitelliteForge.com trademarks, service marks, and product and service names are trademarks of Simian Systems Incorporated. All other names and designs may be trademarks of their respective owners. Visitors are not permitted to use these Marks without the prior written consent of Simian Systems or the third party that owns the respective Mark.

19. COPYRIGHTS

Simian respects the intellectual property rights of others, and requires that the people who use the SitelliteForge.com website do the same. It is our policy to respond promptly to claims of intellectual property misuse.

If you believe that your work has been copied and is accessible on this site in a way that constitutes copyright infringement, you may notify us by providing our copyright agent with the following information in writing:

1. the electronic or physical signature of the owner of the copyright or the person authorized to act on the owner's behalf;
2. identification of the copyrighted work that you claim has been infringed;
3. identification of the material that is claimed to be infringing and information reasonably sufficient to permit Simian to locate the material;
4. your name, address, telephone number, and email address;
5. a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law;
6. a statement, made under penalty of perjury, that the above information in your Notice is accurate and that you are the copyright owner or are authorized to act on the copyright owner's behalf.

If Simian receives such a claim, Simian reserves the right to refuse or delete Content as described under Section 5 hereto, or to terminate a user's account in accordance with Section 9.

Our designated agent to receive notification of claimed infringement under the Digital Millennium Copyright Act OF 1998 ("DMCA") is:

John Luxford
President, Simian
1071 Corydon
Winnipeg, MB, R3M 0X3
lux@simian.ca
250-714-0440

After receiving a claim of infringement, Simian will process and investigate notices of alleged infringement and will take appropriate actions under the DMCA and other applicable intellectual property laws. Upon receipt of notices complying or substantially complying with the DMCA, Simian will act expeditiously to remove or disable access to any material claimed to be infringing or claimed to be the subject of infringing activity, and will act expeditiously to remove or disable access to any reference or link to material or activity that is claimed to be infringing. Simian will take reasonable steps promptly to notify the subscriber that it has removed or disabled access to such material.

Upon receipt of a proper counter notification under the DMCA, Simian will promptly provide the person who provided the initial notification of claimed infringement with a copy of the counter notification and inform that person that it will replace the removed material or cease disabling access to it in ten business days. Additionally, Simian will replace the removed material and cease disabling access to it not less than 10, nor more than 14 business days following receipt of the counter notice, unless Simian's designated agent first receives notice from the person who submitted the initial notification that such person has filed an action seeking a court order to restrain the subscriber from engaging in infringing activity relating to the material on the SitelliteForge.com system or network.

You may provide us with a Counter Notification by providing our copyright agent the following information in writing:

1. your physical or electronic signature;
2. identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access to it was disabled;
3. a statement under penalty of perjury that you have a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material to be removed or disabled;
4. your name, address, and telephone number, and a statement that you consent to the jurisdiction of Federal District Court for the judicial district in which your address is located, or if your address is outside of the United States, for any judicial district in which Simian may be found and that you will accept service of process from the person who provided the initial notification of infringement.

20. RESOLUTION OF DISPUTES

In the event a dispute arises between you and Simian, our goal is to provide you with a neutral and cost effective means of resolving the dispute quickly. Accordingly, you and Simian agree that any claim or controversy at law or equity that arises out of this Agreement or our services ("Claims") shall be resolved in accordance with one of the subsections below or as otherwise mutually agreed upon in writing by the parties.

1. Amicable resolution. Before resorting to the other alternatives below, we strongly encourage you to first contact us directly to seek an amicable resolution through dialog.
2. Alternative Dispute Resolution. Alternatively, Simian will consider reasonable requests to resolve the dispute through alternative dispute resolution procedures, such as mediation, as an alternative to litigation.
3. Binding Arbitration. For any Claim (excluding Claims for injunctive or other equitable relief) where the total amount of the award sought is less than $10,000, you or Simian may elect to resolve the dispute through binding arbitration conducted by telephone, on-line and/or based solely upon written submissions where no in-person appearance is required. If in-person appearance is required, it shall be held in Santa Clara County, California or another location mutually agreed upon by the parties. In all such cases, the arbitration shall be administered by the American Arbitration Association or JAMS in accordance with their applicable rules, or any other established ADR provider mutually agreed upon by the parties. Any judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof.
4. Court. Alternatively, any Claim may be adjudicated by a court of competent jurisdiction located in Santa Clara County, California or where the defendant is located (in our case Fremont, California, and in your case your home address or principal place of business). You and Simian agree to submit to the personal jurisdiction of the courts located within the county of Santa Clara, California.

All Claims (excluding requests for injunctive or equitable relief) between the parties must be resolved using the dispute resolution mechanism that is selected in accordance with this Section by the first party to file a Claim. Should either party file an action contrary to this Section 21, the other party may recover attorneys' fees and costs up to $1000, provided that the party seeking the award has notified the other party in writing of the improperly filed Claim, and the other party has failed to withdraw the Claim.

21. GENERAL INFORMATION

The Terms constitute the entire agreement between each user and Simian and govern each user's use of the Service, superseding any prior agreements. Each user may be subject to additional terms and conditions that may apply when that user uses affiliate services, third party content or third party software. The Terms and the relationship between each user and Simian shall be governed by the laws of the State of California without regard to its conflict of law provisions and each party shall submit to the personal and exclusive jurisdiction of the courts located within the county of Santa Clara, California. If any provision of the Terms 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 Terms remain in full force and effect.

22. VIOLATIONS OF TERMS

Please report any violations of the Terms to the SitelliteForge.com Support Manager at emailus@simian.ca.

23. ADDITIONAL TERMS

The following policies are incorporated into these Terms by reference and provide additional terms and conditions related to specific services offered on SitelliteForge.com:

• Privacy Statement: http://sitelliteforge.com/index/privacy-policy

Each of these policies may be changed from time to time and are effective immediately after we post the changes on SitelliteForge.com, except for the Privacy Statement for which we will provide you with fifteen (15) days prior notice. In addition, when using particular services on SitelliteForge.com, you agree that you are subject to any posted policies or rules applicable to services you use through SitelliteForge.com, which may be posted from time to time. All such posted policies or rules are hereby incorporated by reference into these Terms.