Last Updated: June 2004

PLEASE READ THE TERMS OF USE CAREFULLY BEFORE USING THIS WEBSITE. By accessing and using this website in any way, including, without limitation, browsing the website, using any information, using any content, using any services, downloading any materials, and/or placing an order for products or services, you agree to and are bound by the terms of use described in this document ("Terms of Use"). IF YOU DO NOT AGREE TO ALL OF THE TERMS AND CONDITIONS CONTAINED IN THE TERMS OF USE, DO NOT USE THIS WEBSITE IN ANY MANNER. The Terms of Use are entered into by and between Celayix and you. If you are using the website on behalf of your employer, you represent that you are authorized to accept these Terms of Use on your employer's behalf.

Celayix reserves the right, at Celayix's sole discretion, to change, modify, update, add, or remove portions of the Terms of Use at any time without notice to you. Please check these Terms of Use for changes. Your continued use of this website following the posting of changes to the Terms of Use will mean you accept those changes.

Use of Materials Limitations
All materials contained in the website are the copyrighted property of Celayix, affiliated companies and/or third-party licensors. All trademarks, service marks, and trade names are proprietary to Celayix, or its subsidiaries or affiliated companies and/or third-part licensors. Unless otherwise specified, the materials and services on this website are for your personal and non-commercial use, and 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 website without the written permission from Celayix.

Celayix may also make available materials, information, and services provided by third parties (collectively, the "Third-Party Services"). The Third-Party Services are governed by separate license agreements that accompany such services. Celayix offers no guarantees and assumes no responsibility or liability of any type with respect to the Third-Party Services, including any liability resulting from incompatibility between the Third-Party Services and the Materials and Services offered by Celayix. You agree that you will not hold Celayix responsible or liable with respect to the Third-Party Services or seek to do so.

Use of Software on the Website
Any software that is made available to download from the website ("Software") is the copyrighted work of Celayix and/or its suppliers. Use of the Software is governed by the terms of the end user license agreement, if any, which accompanies or is included with the Software ("License Agreement"), or as expressly stated on the website pages accompanying the software. An end user will be unable to download or install any Software that is accompanied by or includes a License Agreement, unless he or she first agrees to the License Agreement terms.

The Software is made available for download solely for use by end users according to the License Agreement. Any use, reproduction or redistribution of the Software not in accordance with the License Agreement is expressly prohibited by law, and may result in severe civil and criminal penalties. Violators will be prosecuted to the maximum extent possible. Absent a License Agreement that accompanies the Software, use of the Software will be governed by the Terms of Use.
WITHOUT LIMITING THE FOREGOING, COPYING OR REPRODUCTION OF THE SOFTWARE TO ANY OTHER SERVER OR LOCATION FOR FURTHER REPRODUCTION OR REDISTRIBUTION IS EXPRESSLY PROHIBITED, UNLESS SUCH REPRODUCTION OR REDISTRIBUTION IS EXPRESSLY PERMITTED BY THE LICENSE AGREEMENT ACCOMPANYING SUCH SOFTWARE.

THE SOFTWARE IS WARRANTED, IF AT ALL, ONLY ACCORDING TO THE TERMS OF THE LICENSE AGREEMENT. EXCEPT AS WARRANTED IN THE LICENSE AGREEMENT, CELAYIX HEREBY DISCLAIMS ALL WARRANTIES AND CONDITIONS WITH REGARD TO THE SOFTWARE, INCLUDING ALL WARRANTIES AND CONDITIONS OF MERCHANTABILITY, WHETHER EXPRESS, IMPLIED OR STATUTORY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.

FOR YOUR CONVENIENCE, CELAYIX MAY MAKE AVAILABLE AS PART OF THE SERVICES OR IN ITS MATERIALS OR SOFTWARE PRODUCTS, TOOLS AND UTILITIES FOR USE AND/OR DOWNLOAD. CELAYIX DOES NOT MAKE ANY ASSURANCES WITH REGARD TO THE ACCURACY OF THE RESULTS OR OUTPUT THAT DERIVES FROM SUCH USE OF ANY SUCH TOOLS AND UTILITIES. YOU SHALL RESPECT THE INTELLECTUAL PROPERTY RIGHTS OF OTHERS WHEN USING THE TOOLS AND UTILITIES MADE AVAILABLE ON THE SERVICES OR IN CELAYIX SOFTWARE PRODUCTS.

Use of Documents and Publications on the Website
Except as expressly prohibited on this website, you are permitted to view, copy, print and distribute publications and documents within this website (such as FAQs, white papers, data sheets, press releases and so on), subject to your agreement that: a) your use of the information is for informational, personal, and non-commercial purposes only, b) you will not modify the documents, publications or graphics, c) you will not copy or distribute graphics separate from their accompanying text and you will not quote materials out of their context, d) you will display the below copyright notice and other proprietary notices on every copy you make, and e) you agree that Celayix may revoke this permission at any time and you shall immediately stop your activities related to this permission upon notice from Celayix. Use for any other purpose is expressly prohibited by law, and may result in severe civil and criminal penalties. Violators will be prosecuted to the maximum extent possible.

The permission above to use documents and publications does not include permission to copy the design elements, look and feel, or layout of this website. Those elements of the website are protected by law, such as trade dress, trademark, unfair competition, and other laws and may not be copied or imitated in whole or in part. No logo, graphic, sound or image from the website may be copied or retransmitted unless expressly permitted by Celayix.

EXCEPT AS EXPRESSLY PROVIDED OTHERWISE, CELAYIX AND/OR ITS RESPECTIVE SUPPLIERS MAKE NO REPRESENTATIONS ABOUT THE SUITABILITY OF THE INFORMATION CONTAINED IN THE DOCUMENTS AND PUBLICATIONS AND RELATED GRAPHICS PUBLISHED ON THE WEBSITE FOR ANY PURPOSE. EXCEPT AS EXPRESSLY PROVIDED OTHERWISE, ALL SUCH DOCUMENTS AND RELATED GRAPHICS ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND. EXCEPT AS EXPRESSLY PROVIDED OTHERWISE, CELAYIX AND/OR ITS RESPECTIVE SUPPLIERS HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS WITH REGARD TO THIS INFORMATION, INCLUDING ALL WARRANTIES AND CONDITIONS OF MERCHANTABILITY, WHETHER EXPRESS, IMPLIED OR STATUTORY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. IN NO EVENT SHALL CELAYIX AND/OR ITS RESPECTIVE SUPPLIERS BE LIABLE FOR ANY SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES OR ANY DAMAGES WHATSOEVER RESULTING FROM LOSS OF USE, DATA OR PROFITS, WHETHER IN AN ACTION OF CONTRACT, NEGLIGENCE OR OTHER TORTIOUS ACTION, ARISING OUT OF OR IN CONNECTION WITH THE USE OR PERFORMANCE OF INFORMATION AVAILABLE FROM THE WEBSITE. THE DOCUMENTS AND RELATED GRAPHICS PUBLISHED ON THE SERVICES COULD INCLUDE TECHNICAL INACCURACIES OR TYPOGRAPHICAL ERRORS. CHANGES ARE PERIODICALLY ADDED TO THE INFORMATION HEREIN. CELAYIX AND/OR ITS RESPECTIVE SUPPLIERS MAY MAKE IMPROVEMENTS AND/OR CHANGES IN THE PRODUCT(S) AND/OR THE PROGRAM(S) DESCRIBED HEREIN AT ANY TIME WITHOUT NOTICE.

Disclaimers and Other Notices on the User of the Website
EXCEPT AS EXPRESSLY PROVIDED OTHERWISE, ALL INFORMATION, SOFTWARE, DOCUMENTATION, MATERIALS, SERVICES AND PUBLICATION ARE PROVIDED "AS-IS" WITHOUT WARRANTY OF ANY KIND AND CELAYIX HEREBY DISCLAIMS ALL WARRANTIES EITHER EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. IN ADDITION, EXCEPT AS EXPRESSLY PROVIDED OTHERWISE, CELAYIX DISCLAIMS ANY WARRANTIES OF NON-INFRINGEMENT, TITLE, OR QUIET ENJOYMENT. IN NO EVENT SHALL CELAYIX AND/OR ITS RESPECTIVE SUPPLIERS BE LIABLE FOR ANY SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES OR ANY DAMAGES WHATSOEVER RESULTING FROM LOSS OF USE, DATA OR PROFITS, WHETHER IN AN ACTION OF CONTRACT, NEGLIGENCE OR OTHER TORTIOUS ACTION, ARISING OUT OF OR IN CONNECTION WITH THE USE OF THIS WEBSITE, USE OR PERFORMANCE OF SOFTWARE, DOCUMENTS, MATERIALS, PUBLICATIONS, PROVISION OF OR FAILURE TO PROVIDE SERVICES, OR INFORMATION AVAILABLE FROM THE WEBSITE.EXCEPT AS EXPRESSLY PROVIDED OTHERWISE, YOU ASSUME ALL RISKS CONCERNING THE SUITABILITY AND ACCURACY OF THE INFORMATION WITHIN THE WEBSITE, MATERIALS, PUBLICATIONS AND DOCUMENTS. THE WEBSITE, MATERIALS, PUBLICATIONS AND DOCUMENTS MAY CONTAIN TECHNICAL INACCURACIES OR TYPOGRAPHICAL ERRORS. CELAYIX ASSUMES NO RESPONSIBILITY FOR AND DISCLAIMS ALL LIABILITY FOR ANY SUCH INACCURACIES, ERRORS OR OMISSIONS IN THE WEBSITE, MATERIALS, PUBLICATIONS AND DOCUMENTS AND IN ANY OTHER REFERENCE. CELAYIX MAY MAKE CHANGES TO THE WEBSITE, INFORMATION, SOFTWARE, WEBSITE, DOCUMENTS, PUBLICATIONS, PRICES, TECHNICAL SPECIFICATIONS, PRODUCT OFFERINGS AND ANY OTHER INFORMATION AND MATERIALS ON THE WEBSITE AT ANY TIME AND WITHOUT NOTICE.

THE WEBSITE, DOCUMENTS AND PUBLICATIONS ARE DISTRIBUTED INTERNATIONALLY AND MAY CONTAIN REFERENCES OR CROSS-REFERENCES TO CELAYIX PRODUCTS, PROGRAMS, AND SERVICES THAT HAVE NOT BEEN ANNOUNCED OR AVAILABLE IN YOUR COUNTRY. SUCH REFERENCES DO NOT IMPLY THAT CELAYIX INTENDS TO ANNOUNCE SUCH PRODUCTS, PROGRAMS, OR SERVICES IN YOUR COUNTRY.
THE WEBSITE CONTAINS LINKS TO THIRD-PARTY SITES WHICH ARE NOT UNDER THE CONTROL OF CELAYIX AND CELAYIX IS NOT RESPONSIBLE FOR THE CONTENTS ON ANY LINKED SITE OR ANY LINK CONTAINED IN A LINKED SITE, OR ANY CHANGES OR UPDATES TO SUCH SITES. CELAYIX IS NOT RESPONSIBLE FOR WEBCASTING OR ANY OTHER FORM OF TRANSMISSION RECEIVED FROM ANY LINKED SITE. CELAYIX IS PROVIDING THESE LINKS TO YOU ONLY AS A CONVENIENCE, AND THE INCLUSION OF ANY LINK DOES NOT IMPLY THAT CELAYIX ENDORSES OR ACCEPTS ANY RESPONSIBILITY FOR THE CONTENT ON SUCH THIRD-PARTY SITES.

Accounts and Security
If any of the services on the website requires you to open an account, you must complete the registration process by providing us with true, current, complete and accurate information as prompted by the applicable registration form, and you will maintain and promptly update such information to keep it true, current, complete and accurate. You also will choose a password and a user name. 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 Celayix immediately of any unauthorized use of your account or any other breach of security. Celayix 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 Celayix or another party due to someone else using your account or password. You may not use anyone else's account at any time, without the permission of the account holder. You acknowledge and agree that certain services may provide password-restricted access to customer information such as names and certain terms of your contracts. By using this website and registering for such services, you consent to Celayix's display of such information via the services and accept all risks of unauthorized access to such information. If you provide any information that is false, inaccurate, out of date, or incomplete, or Celayix has reasonable grounds to suspect that such information is false, inaccurate, not current, or incomplete, Celayix may suspend or terminate your account and refuse any and all current or future use of the services or any portion thereof. You are responsible for all costs and charges, including without limitation, phone charges and telecommunications equipment, that you incur in order to use the services.

No Unlawful or Prohibited Use
As a condition of your use of the website, you will not use the website for any purpose that is unlawful or prohibited by these terms, conditions, and notices. You may not use the Services in any manner that could damage, disable, overburden, or impair any Celayix server, or the network(s) connected to any Celayix server, or interfere with any other party's use and enjoyment of the website. You may not attempt to gain unauthorized access to services, materials, other accounts, computer systems or networks connected to any Celayix server or to the website, 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 website.

Use of Services on the Website
The website may contain e-mail services, bulletin board services, chat areas, news groups, forums, communities, personal web pages, calendars, photo albums and/or other message or communication facilities designed to enable you to communicate with others (each a "Communication Service" and collectively "Communication Services"). 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. By way of example, and not as a limitation, you agree that when using the Communication Services or the website, you will not:

Use the Communication Services or the website in connection with surveys, contests, pyramid schemes, chain letters, junk email, spamming or any duplicative or unsolicited messages (commercial or otherwise).
Defame, abuse, harass, stalk, threaten or otherwise violate the legal rights (such as rights of privacy and publicity) of others.
Publish, post, upload, distribute or disseminate any inappropriate, profane, defamatory, obscene, obscene as to minors, child pornography, racist, lewd, lascivious, filthy, excessively violent, harassing, indecent, unlawful, or otherwise objectionable topic, name, material or information.
Upload, or otherwise make available, files that contain images, photographs, software or other material protected by intellectual property laws, including, by way of example, and not as limitation, copyright or trademark laws (or by rights of privacy or publicity) unless you own or control the rights thereto or have received all necessary consent to do the same.
Use any material or information, including images or photographs, which are made available through the website in any manner that infringes any copyright, trademark, patent, trade secret, or other proprietary right of any party.
Upload files that contain viruses, Trojan horses, worms, time bombs, cancelbots, corrupted files, or any other similar software or programs that may damage the operation of another's computer or property of another.
Advertise or offer to sell or buy any goods or services for any business purpose, unless such Communication Services specifically allows such messages.
Download any file posted by another user of a Communication Service that you know, or reasonably should know, cannot be legally reproduced, displayed, performed, and/or distributed in such manner.
Falsify or delete any copyright management information, such as author attributions, legal or other proper notices or proprietary designations or labels of the origin or source of software or other material contained in a file that is uploaded.
Restrict or inhibit any other user from using and enjoying the Communication Services.
Violate any code of conduct or other guidelines which may be applicable for any particular Communication Service.
Harvest or otherwise collect information about others, including e-mail addresses.
Violate any applicable laws or regulations.
Create a false identity for the purpose of misleading others.
Use, download or otherwise copy, or provide (whether or not for a fee) to a person or entity any directory of users of the Communication Services or other user or usage information or any portion thereof.
Use any Celayix domain name as a pseudonymous return email address for any communications that you transmit from another location or through another service.
Transmit unsolicited or bulk communications to any Celayix account holder or to any Celayix.com or affiliated email address (regardless of whether you use the website to transmit any such communication).
Disrupt the normal flow of dialogue, cause a screen to "scroll" faster than other users of the website are able to type, or otherwise act in a manner that negatively affects other users' ability to engage in real time exchanges.

Celayix has no obligation to monitor the Communication Services. However, Celayix reserves the right to review materials posted to the Communication Services and to remove and/or edit any materials in its sole discretion. Celayix reserves the right to terminate your access to any or all of the Communication Services at any time, without notice, for any reason whatsoever. Celayix reserves the right at all times to disclose any information as Celayix 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 Celayix's sole discretion. Always use caution when giving out any personally identifiable information about yourself or your children in any Communication Services. Celayix does not control or endorse the content, messages or information found in any Communication Services and, therefore, Celayix 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 Celayix spokespersons, and their views do not necessarily reflect those of Celayix.

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.

Materials Provided to Celayix or Posted to the Website
Unless otherwise specified, Celayix does not claim ownership of the materials you provide to Celayix (including, without limitation, information, ideas, concepts, techniques, feedback, data, questions, comments and suggestions, or the like) or post, upload, input or submit to the website or its associated services for review by Celayix, the general public, and/or by the members of any public or private community (each a "Submission" and collectively "Submissions"), and such Submissions shall be deemed not to be confidential. However, by posting, uploading, inputting, providing or submitting ("Posting") your Submission you are granting Celayix, its affiliated companies and necessary sublicensees permission to use your Submission in connection with the operation of their businesses (including, without limitation, all Celayix services), including, without limitation, the license rights to: copy, distribute, transmit, publicly display, publicly perform, reproduce, edit, modify, translate and reformat your Submissions; to publish your name in connection with your Submission; develop, manufacture, and market products incorporating such ideas, concepts, or techniques, and the right to sublicense such rights to any supplier of the services and/or materials on the website. No compensation will be paid with respect to the use of your Submission, as provided herein. Celayix is under no obligation to post or use any Submission you may provide and Celayix may remove any Submission at any time in its sole discretion.

By Posting a Submission you warrant and represent that you own or otherwise control all of the rights to your Submission as described in these Terms of Use including, without limitation, all the rights necessary for you to provide, post, upload, input or submit the Submissions.

In addition to the warranty and representation set forth above, by Posting a Submission that contain images, photographs, pictures or that are otherwise graphical in whole or in part ("Images"), you warrant and represent that (a) you are the copyright owner of such Images, or that the copyright owner of such Images has granted you permission to use such Images or any content and/or images contained in such Images consistent with the manner and purpose of your use and as otherwise permitted by these Terms of Use and the website, (b) you have the rights necessary to grant the licenses and sublicenses described in these Terms of Use, and (c) that each person depicted in such Images, if any, has provided consent to the use of the Images as set forth in these Terms of Use, including, by way of example, and not as a limitation, the distribution, public display and reproduction of such Images. By Posting Images, you are granting (a) to all members of your private community (for each such Images available to members of such private community), and/or (b) to the general public (for each such Images available anywhere on the website, other than a private community), permission to use your Images in connection with the use, as permitted by these Terms of Use, of any of the services or materials on the website (including, by way of example, and not as a limitation, making prints and gift items which include such Images), and including, without limitation, a non-exclusive, world-wide, royalty-free license to: copy, distribute, transmit, publicly display, publicly perform, reproduce, edit, modify, translate and reformat your Images without having your name attached to such Images, and the right to sublicense such rights to any supplier of the services and/or materials on the website. No compensation will be paid with respect to the use of your Images. You acknowledge that Celayix does not pre-screen Submissions, but that Celayix and its designees have the right (but not the obligation) in their sole discretion to block or restrict access to or the availability of, or to disable, any Submissions that is available via the website. Without limiting the foregoing, Celayix and its designees may disable, restrict access to or the availability of, any Submissions that violates the Terms of Use or is otherwise objectionable. You must evaluate, and bear all risks associated with, the use of any Submissions, including any reliance on the accuracy, completeness, or usefulness of such Submissions.

You understand that all Submissions, whether publicly posted or privately transmitted, are the sole responsibility of the person from whom such Submissions originated. This means that you, and not Celayix, are entirely responsible for all Submissions that you upload, post, provide, input, submit, or otherwise transmit via the website. Celayix does not control the Submissions posted via the website and, as such, does not guarantee the accuracy, integrity or quality of such Submissions. You understand that by using the website, you may be exposed to Submissions from others that are offensive, indecent or objectionable.

Certain Services offered through this Site accommodate or require User Content. Depending upon the nature of the Service, by submitting User Content to this Site, you grant Celayix one of the following types of licenses:

1. For User Content that is the result of your creative efforts and which is intended to be displayed on the Site, such as examples of work you have done using Celayix products, you grant Celayix a worldwide, royalty-free, non-exclusive license to modify (for purposes of formatting, maintenance, or Site administration only) and reproduce such User Content. You also grant Celayix the right to distribute and publicly display and perform such User Content for the purpose for which such User Content was submitted to the Site. This license will be in effect until such User Content is removed from the Site. If you submit User Content to Celayix, you acknowledge that such content may be modified and annotated, and Celayix may display the User Content together with such modifications and annotations solely for purposes of the Design Review service. You acknowledge and agree that any User Content you submit to Celayix may be downloaded, modified, reproduced, and distributed by users of this Site.

2. For User Content such as comments to the Celayix User Feedback, bug reports, or product suggestions, you grant Celayix and the users of this Site an unrestricted, worldwide, irrevocable license to use, reproduce, display, perform, modify, transmit, and distribute such User Content, and you also agree that Celayix is free to use any ideas, concepts, know-how, or techniques that you send us for any purpose without any compensation to you. However, we will not release your name or otherwise publicize the fact that you submitted such User Content to us unless: (a) you grant us permission to do so; (b) we first notify you that the User Content you submit to a particular part of the Site will be published or otherwise used with your name on it; (c) we have a good faith belief that we are required to do so by law and/or in response to a subpoena or court order; or (d) we believe it necessary in order to protect the rights of Celayix or others.

Managing Content and Communications
Celayix reserves the right, in its sole discretion, to delete or remove User Content from the website and to restrict, suspend, or terminate your access to all or part of this website, at any time if we have cause to do so (including, without limitation, our good faith belief that you have violated the Terms of Use) without prior notice or liability. In addition, Celayix reserves the right to delete or remove Design Content if the relevant subscription has expired or lapsed or if Celayix has a good faith belief that the user posting such Design Content has violated these Terms of Use, or any law or regulation, or that such deletion or removal is necessary to comply with the law or to protect the rights of Celayix or others.

Celayix may, but is not obligated to, monitor or review (i) any areas on the Site where users transmit or post User Content, including but not limited to areas where Services are available, or other user forums; and (ii) the substance of any User Content.

To the maximum extent permitted by law, Celayix will have no liability related to User Content or Design Content arising under the laws of copyright, libel, privacy, obscenity, or otherwise. Celayix also disclaims all liability with respect to the misuse, loss, modification, or unavailability of any User Content or Design Content.

Unsolicited Idea Submission Policy
CELAYIX OR ANY OF ITS EMPLOYEES DO NOT ACCEPT OR CONSIDER UNSOLICITED IDEAS, INCLUDING IDEAS FOR NEW ADVERTISING CAMPAIGNS, NEW PROMOTIONS, NEW PRODUCTS OR TECHNOLOGIES, PROCESSES, MATERIALS, MARKETING PLANS OR NEW PRODUCT NAMES. PLEASE DO NOT SEND ANY ORIGINAL CREATIVE ARTWORK, SAMPLES, DEMOS, OR OTHER WORKS. THE SOLE PURPOSE OF THIS POLICY IS TO AVOID POTENTIAL MISUNDERSTANDINGS OR DISPUTES WHEN CELAYIX'S PRODUCTS OR MARKETING STRATEGIES MIGHT SEEM SIMILAR TO IDEAS SUBMITTED TO CELAYIX. SO, PLEASE DO NOT SEND YOUR UNSOLICITED IDEAS TO CELAYIX OR ANYONE AT CELAYIX. IF, DESPITE OUR REQUEST THAT YOU NOT SEND US YOUR IDEAS AND MATERIALS, YOU STILL SEND THEM, PLEASE UNDERSTAND THAT CELAYIX MAKES NO ASSURANCES THAT YOUR IDEAS AND MATERIALS WILL BE TREATED AS CONFIDENTIAL OR PROPRIETARY.

Spam E-mail and Postings
You agree that Celayix would be irreparably harmed by the use, by you or others, of the website or facilities in connection with the transmission of spam newsgroup postings or unsolicited e-mail in violation of these Terms of Use, and that Celayix is entitled to obtain injunctive relief against any such transmission (in addition to all other remedies available at law or in equity). Celayix reserves the right to block, filter or delete unsolicited e-mail.

Indemnity
You agree to indemnify, defend and hold Celayix, affiliates, officers, agents, co-branders, partners, and employees, harmless from any claim or demand, including reasonable attorneys' fees, made by any third party due to or arising out of your Submissions, your use of the website, including any use by your employees, your connection to the website, your violation of the Terms of Use, or your violation of any rights of another.

Advertisements and Promotions
Celayix may run advertisements and promotions from third parties on the website. The manner, mode and extent of advertising by Celayix is subject to change. Your correspondence or business dealings with, or participation in promotions of, advertisers other than Celayix found on or through the website, 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 advertiser. Celayix is not responsible or liable for any loss or damage of any kind incurred as the result of any such dealings or as the result of the presence of such non-Celayix advertisers on the website.

Trademarks
The trademarks, logos, and service marks ("Marks") displayed on this website is the property of Celayix or other third parties. You are not permitted to use the Marks without the prior written consent of Celayix or such third party that may own the Marks. Celayix and the Celayix logo are trademarks of Celayix, Inc.

Personal information and privacy
To learn about how Celayix protects your personal information, such as your name and address, refer to the Celayix Online Privacy Policy. Except as set forth in the Privacy Policy or in the Terms of Use, your personal information will be deemed to be confidential. With the exception of Design Content and certain types of User Content, any non-personal information or material sent to Celayix will generally be deemed to NOT be confidential. You understand and agree that we may disclose information about you if we have a good faith belief that we are required to do so by law or legal process, to respond to claims, or to protect the rights, property, or safety of Celayix or others, or as stated in our Privacy Policy.

Governing law and jurisdiction
This website (excluding linked sites) is controlled by Celayix from its offices within British Columbia, Canada. By accessing this Site, you and Celayix agree that all matters relating to your access to, or use of, this Site shall be governed by the statutes and laws of the province of British Columbia, without regard to the conflicts of laws principles thereof. You and Celayix also agree and hereby submit to the exclusive personal jurisdiction and venue of the Supreme Court of British Columbia, Vancouver, British Columbia.

General Information
The Terms of Use constitute the entire agreement between you and Celayix and govern your use of the website, superseding any prior agreements between you and Celayix on the subject matter (including, but not limited to, any prior versions of the Terms of Use). Notwithstanding the prior provision, to the extent, and only to the extent, that any terms set forth in this Terms of Use expressly contradicts any terms of a prior written agreement between you and Celayix in effect as of the date of your use of the website and specifically regarding your use of the website ("Executed Agreement"), such contradictory terms set forth in the Executed Agreement shall govern. You also may be subject to additional terms and conditions that may apply when you use other Celayix services, third-party content or third-party software. You must not assign or otherwise transfer the Terms of Use nor any right granted hereunder.

Celayix controls and operates this website from its headquarters in Canada and makes no representation that this website is appropriate or available for use in other locations. This website can be accessed from countries around the world and may contain references to Celayix products, services, and programs that are not available in your country. These references do not imply that Celayix intends to announce such products, services, or programs in your country. If you use this website from other locations, you are responsible for compliance with applicable local laws including but not limited to the export and import regulations of other countries.

The failure of Celayix to exercise or enforce any right or provision of the Terms of Use does not constitute a waiver of such right or provision. If a court of competent jurisdiction finds any provision of the Terms of Use 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 of Use remain in full force and effect. Regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the website or the Terms of Use must be filed within one (1) year after such claim or cause of action arose or be forever barred. The section titles in the Terms of Use are for convenience only and have no legal or contractual effect.