1. INTRODUCTION

This Terms of Use Agreement (“Agreement”) is made by and between Serlio Software Development Corporation, a Wisconsin corporation, with offices at 10437 Innovation Drive Ste 147, Wauwatosa, Wisconsin 53226 (hereafter “Serlio”) and you. This Agreement contains the terms and conditions that govern your use of this Web Site.

BY CLICKING THE “I AGREE” BUTTON OR BY ACCESSING, VISITING, BROWSING, USING, OR ATTEMPTING TO INTERACT WITH ANY PART OF THIS WEB SITE, YOU AGREE THAT YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THIS AGREEMENT. IF YOU DO NOT AGREE TO BE BOUND BY THIS AGREEMENT, DO NOT ACCESS OR USE ANY PART OF THIS WEB SITE.

SERLIO RESERVES THE RIGHT, FROM TIME TO TIME, WITH OR WITHOUT NOTICE TO YOU, TO MAKE CHANGES TO THIS AGREEMENT IN THE SOLE DISCRETION OF SERLIO. CONTINUED USE OF ANY PART OF THIS WEB SITE CONSTITUTES YOUR ACCEPTANCE OF SUCH CHANGES. THE MOST CURRENT VERSION OF THIS AGREEMENT, WHICH SUPERSEDES ALL PREVIOUS VERSIONS, CAN BE REVIEWED BY CLICKING ON THE “TERMS OF USE” HYPER-LINK LOCATED AT THE BOTTOM OF EVERY PAGE ON THE SERLIO REQUIREMENTS.CC WEB SITE.

2. GENERAL RULES

A. Requirements.cc is a tool to publish requirements documents for review, annotation and approval by authorized Users. Digital content (“Content”) may consist of information, data, text, software, music, sound, photographs, graphics, video, messages, or other materials.

B. The Services are offered on an “as is” basis and used by the User solely at his or her own risk. All personally identifiable information provided by the User in connection with Services shall be used by Serlio to provide services and features to the User and to maintain the associated Web Sites.

C. You will comply with all of the terms and conditions of this Agreement and all applicable laws, regulations, and rules when you use the Services, whether you browse the Requirements.cc Web Sites or become a User.

3. SCOPE OF SERVICES

A. Users retain their copyright in the Content and grant Serlio all rights to store, display, modify and archive that Content necessary to provide services to the User and other authorized Users.

B. Serlio provides Services on an “as is” basis.

C. Serlio shall make no effort to validate any information provided by the User for use with Services for content, correctness, or usability. Use of Requirements.cc services requires a certain level of knowledge in the use of the Internet and World Wide Web. The User is required to have the necessary knowledge to use the Internet and the World Wide Web. The User may not rent or lease or provide the Services (including any software or documentation used by or with the service) to third parties. The User may not modify, decompile, disassemble, reverse-engineer, or copy the Requirements.cc software code; the User may not create a derivative work from or display the Requirements.cc software code in human readable form; the User may not otherwise use the Services (which includes its software and documentation) except as explicitly provided for in this agreement.

4. TERM OF SERVICE, FEES

A. Your use of the Requirements.cc Services is free of charge during the Requirements.cc Alpha and Beta testing phases, subject to the other terms of this agreement.

5. SECURITY AND PRIVACY

A. The network resources of Serlio may not be used to impersonate another person or misrepresent authorization to act on behalf of others or Serlio.

B. No Users shall attempt to undermine the security or integrity of computing systems or networks of Serlio and its Affiliates, or those accessed through or with their product, and must not attempt to gain unauthorized access.

C. All user-specific information provided by User in connection with Services shall be used to provide services and features to the User and to maintain the associated Web Sites. User-specific information provided by User in connection with third-party services (i.e., services not provided by Serlio but by its Affiliates) through the Requirements.cc Web Sites shall be governed by the privacy policy and other terms of those third-party services.

D. You understand that Content, whether publicly posted or privately transmitted, is the sole responsibility of the person from whom such Content originated. Users, and not Serlio, are entirely responsible for all Content that Users upload, post, or otherwise transmit via the Web Site.

E. All Users agree not to use the Site to:

i. Upload, post, or otherwise transmit 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;

ii. Harm minors in any way;

iii. Interfere with the operation of the Web Site via the use of viruses, programs, or technology designed to disrupt or damage software or hardware;

iv. Employ a robot, spider, or other process or device to harvest e-mail addresses or other User information or to monitor the activity on the Web Site;

v. Transmit or post Content that violates the terms described in the section of this Agreement specifically dedicated to Content.

F. Transmission, storage, copying, or modifying any material, including material legally judged to be threatening or obscene, pornographic, profane, or material protected by trade secrets, copyright, or any other statute, or other actions by User in violation of any Federal, State, or Local regulation is prohibited.

G. Serlio may remove any and all material that it feels is inappropriate or illegal, offensive, or harmful in any respect. At Serlio discretion, it may remove content and/or ban Users who violate its policies from the Web Site.

6. REPRESENTATIONS; LIMITED LIABILITY; INDEMNIFICATION

A. Each party represents to the other party (i) that it has the full power and authority to enter into and perform under this Agreement, (ii) the execution and performance by it of its obligations under this Agreement do not constitute a breach of or conflict with any other agreement or arrangement by which it is bound, or any applicable laws, regulations, or rules, and (iii) this Agreement is a legal, valid, and binding obligation of the party executing this Agreement, enforceable in accordance with its terms and conditions.

B. By uploading Content to the Web Site you represent and warrant that the Content:

i. Is owned by you, or to the extent owned by someone else, that you have obtained that party's permission to provide the Content to Serlio for use, copying, and distribution under the license in this Agreement;

ii. Does not violate any copyright, trademark, trade secret, or other intellectual property right;

iii. Does not invade any individual's right of privacy or publicity;

iv. Does not contain material that is unlawful, obscene, defamatory, pornographic, indecent, lewd, harassing, threatening, harmful, invasive of privacy or publicity rights, abusive, or inflammatory,

v. Does not include malicious code, which includes, without limitation, viruses, Trojan horses, worms, time bombs, cancelbots, or any other computer programming routines that may damage, interfere with, surreptitiously intercept, or expropriate any system, program, data, or personal information;

vi. Does not violate state or federal laws, facilitate violation of such laws, or violate any applicable regulation or Serlio rule or policy;

vii. Does not offer or disseminate fraudulent goods, services, schemes, or promotions or promote domain names, URLs, or hyper-links that constitute commercial content such as that found in advertising, promotions, or solicitations.

C. User shall defend, indemnify, save, and hold Serlio and its employees, representatives, agents, clients, servants, affiliates, directors, officers, managers, and shareholders (the “Indemnified Parties”) harmless from any and all demands, liabilities, damages, losses, costs, claims, or expenses (including without limitation, reasonable attorney's fees and costs) (“Liabilities”) incurred in connection with any third-party claim, demand, or action (“Claim”) brought against any of the Indemnified Parties insofar as such Claim alleges facts or circumstances that would constitute a breach of any provision of this Agreement by you or your agents, employees, or assigns. If you are obligated to provide indemnification hereunder, Serlio may, in its sole and absolute discretion, control the disposition of any Claim at your sole cost and expense. Without limitation of the foregoing, you will not settle, compromise, or in any other manner dispose of any Claim without the consent of Serlio.

D. User shall defend, indemnify, and hold harmless Serlio (including all Indemnified Parties) against any and all Liabilities caused directly or indirectly by the User or any person who User allows to access the Services.

7. DISCLAIMERS, EXCLUSIONS, AND LIMITATIONS

A. Under no circumstances, including negligence, shall Serlio and the Indemnified Parties or anyone else involved in creating, producing, or distributing Serlio Services be liable for any direct, indirect, incidental, special, or consequential damages that result from the use of or inability to use the Requirements.cc Services; or that results from mistakes, omissions, interruptions, deletion of files, errors, defects, delays in operation, or transmission or any failure of performance, whether or not limited to acts of God, communication failure, theft, destruction, or unauthorized access to Serlio records, programs, or services. This paragraph shall apply to all content and functionality of Requirements.cc Services.

B. The third-party links, services, resources, and information that Serlio provides or makes available through Requirements.cc and other Serlio Web Sites are not controlled by Serlio. Accordingly, Serlio makes no warranties regarding such third-party services, resources, and information, including without limitation, warranties of fitness for a particular purpose, merchantability, and non-infringement and will not be liable for your use of or reliance on such third-party services, resources, or information.

C. Notwithstanding the above, User's exclusive remedies for all damages, losses, and causes of actions whether in contract, tort including negligence or otherwise, shall not exceed the greater of the aggregate dollar amount which User paid directly to Serlio during the current month for Requirements.cc Services, or one hundred dollars.

D. Such limitations shall apply to Serlio total liability, including without limitation any liability for damages caused or allegedly caused by any failure of performance, error, omission, interruption, deletion, defect, delay in operation of transmission, communications failure, theft of destruction of or unauthorized access to, alteration of, or use of records, whether for breach of contract, tortious behavior, negligence, or under any other cause of action.

8. SERVICE RELIABILITY AND WARRANTIES

A. Serlio makes no warranties of any kind, whether expressed or implied, for the Requirements.cc Services.

User's use of Requirements.cc Services are at User's sole risk. Neither Serlio, its employees, directors, affiliates, agents, third-party information providers, merchants licensers, or the like warrant that Requirements.cc Service will not be interrupted or error-free; nor does Serlio make any warranty as to the results that may be obtained from the use of the Services or as to the accuracy, reliability, or content of any information service or merchandise contained in or provided through the Requirements.cc Services, unless otherwise expressly stated in this Agreement.

B. Serlio disclaims any warranty of merchantability or fitness for any particular purpose and will not be responsible for any damages that may be suffered by the User, or viewers and users of User's materials, including loss of data resulting from delays, non-deliveries, or service interruptions by any cause or errors or omissions of the Client. Use of any information obtained by way of Serlio or the Requirements.cc Services is at the User's own risk, and Serlio specifically denies any responsibility for the accuracy or quality of information obtained through its services.

D. Damages claims for unavailability of the Services against Serlio are expressly limited to the pro rata portion of any monthly charge pre-paid by the User directly to Serlio for the period of the system unavailability. “System unavailability” shall be narrowly defined as an unscheduled outage of more than 4 hours, but in no case shall include outages for maintenance, upgrade, or repair where Users are provided notice of such outages in advance via e-mail notice to their Services accounts or notifications posted on the Requirements.cc site.

E. Under no circumstances will Serlio bear any responsibility for any damages arising as a consequence of such unavailability.

9. TRADEMARKS AND COPYRIGHTS

A. Serlio solely and exclusively owns all intellectual property and other rights, title, and interest in and to the Requirements.cc Services, including all software and documentation, electronic and printed media, trademarks, copyrighted materials, trade secrets, patent pending material, and other proprietary intellectual property.

B. This agreement provides you license to use the Requirements.cc Services only as specifically provided for in this agreement. This agreement does not grant or otherwise transfer to you title, interest, intellectual property rights or any other proprietary rights.

C. User owns all intellectual property and other rights, title, and interest in and to its Content, exclusive of any licensed Content incorporated into User's Content under permission by any third-party licensor.

User warrants that its Content does not infringe any third-party copyrights, trademarks, or patents.

10. TERMINATION

A. This Service may be terminated by either party, without cause, by giving the other party 30 days' written notice.

B. Notwithstanding the above, Serlio may terminate Services at any time, without penalty and without notice, if the User fails to comply with any of the terms of this Agreement or the intellectual property protections applicable to these Services. Serlio may also seek legal prosecution of any violations of law or this Agreement and the User agrees to personal jurisdiction by the Courts in the State of Wisconsin.

C. In its sole and absolute discretion, with or without notice to you, Serlio may (i) suspend or terminate your use of the Requirements.cc Services or (ii) terminate your account with written notice of the reason for such termination if 30 days' written notice is not provided.

D. Upon notice of termination of Services by Serlio to User via contact e-mail to User's Services account and contact e-mail account provided in User's personal information, or voluntary termination of service by User, Serlio has the right to delete all data, files, or other information that is stored in the User's account for any reason.

E. When you choose to delete your Content from Serlio, it will no longer be available or visible to any Users. The exceptions to your ability to remove Content are as follows:

i. Content retained in our archives to the extent required by our data backup systems.

11. NOTICES

A. All notices required or permitted to be given under this Agreement will be in writing and delivered to the other party by any of the following methods: (i) hand delivery, (ii) certified U.S. mail, return receipt requested, postage prepaid, (iii) overnight courier, or (iv) electronic mail. If you give notice to Serlio, you must use the address first set forth above or the following e-mail address: sales@serlio.com. If Serlio provides notice to you, Serlio must use the contact information provided by you to Serlio. All notices will be deemed received as follows: (i) if by hand delivery, on the date of delivery, (ii) if by delivery by U.S. mail, on the date of receipt appearing on the return receipt card, (iii) if by overnight courier, on the date receipt is confirmed by such courier service, or (iv) if by electronic mail, 24 hours after the message was sent, if no “system error” or other notice of non-delivery is generated.

12. MISCELLANEOUS

A. This Agreement will be binding upon each party hereto and its successors and permitted assigns, and governed by and construed in accordance with the laws of the State of Wisconsin without reference to conflict of law principles. Any action or proceeding to enforce this Agreement will be brought in the federal or state courts located in Milwaukee County, Wisconsin.

B. This Agreement will not be assignable or transferable by you.

C. This Agreement contains the entire understanding of the parties regarding its subject matter and supersedes all prior and contemporaneous agreements and understandings between the parties regarding its subject matter. Serlio reserves all rights for changes and/or modifications to the Services and rates and will communicate these changes to the User within 30 days of their effect.

D. No failure or delay by a party in exercising any right, power, or privilege under this Agreement will operate as a waiver thereof, nor will any single or partial exercise of any right, power, or privilege preclude any other or further exercise thereof or the exercise of any other right, power, or privilege under this Agreement.

E. You and Serlio are independent contractors, and no agency, partnership, joint venture, or employee-employer relationship is intended or created by this Agreement.

F. The invalidity or unenforceability of any provision of this Agreement will not affect the validity or enforceability of any other provision of this Agreement, all of which will remain in full force and effect.

G. The User takes full responsibility for all taxes and fees of any nature associated with Services used or products purchased.