Terms

TERMS AND CONDITIONS

1. ACCEPTANCE OF TERMS

NDEX provides its service to you subject to the following Terms and Conditions, which may be updated by us without notice to you. You can review the most current version of the Terms and Conditions at any time at: http://www.ndex.com. In addition, when using NDEX owned or operated services, you and NDEX shall be subject to any posted guidelines or rules applicable to such services, which may be posted from time to time. All such guidelines or rules are hereby incorporated by reference into the Terms and Conditions.

2. DESCRIPTION OF SERVICE

When you become a member of NDEX, you will be asked to provide certain personal information about yourself, such as your name, address, telephone number, email and applicable billing information. You understand and agree that NDEX may disclose to third parties, on an anonymous basis, certain aggregate information contained in your registration application. NDEX and its affiliates will not disclose to any third party your name, address, e-mail address or telephone number for Marketing purposes. Members who subscribe to NDEX Service grant permission to NDEX to purchase and manage keywords representing their profile for inclusion in Internet search engines. Keywords purchased on behalf of the member will be used solely for directing Internet search results to the member's profile at NDEX. NDEX reserves the right to offer services and products to you at any time. You may not transfer your account to others. You understand and agree that the Service is provided "AS-IS" and that NDEX assumes no responsibility for the timeliness, deletion, mis-delivery or failure to store any user communications or personalization settings. You are responsible for obtaining access to the Service, and that access may involve third-party fees (such as Internet service provider or airtime charges). You are responsible for those fees, including those fees. In addition, you must provide and are responsible for all equipment necessary to access the Service.

3. REGISTRATION OBLIGATIONS

In consideration of your use of the Service, you represent that you are of legal age to form a binding contract with NDEX and are not a person barred from receiving services under the laws of the United States or other applicable jurisdiction. You also agree to provide true, accurate, current and complete information about yourself on NDEX registration page and update all data to keep it current. Some services provided by NDEX have a fee associated with them. NDEX may change, without prior notice; prices for all their services excluding all applicable taxes and other state imposed charges, unless expressly stated otherwise. Under law, you are responsible for any applicable taxes, whether or not they are listed on your receipt or statement.If you purchase NDEX's Services, you agree to pay for the said fees, using a valid credit card. NDEX reserves the right, upon prior notice to you, to change the amount of any fees and to institute new fees. All authorized charges will be billed to your credit card provided by you upon registration of your account. If your payment is returned to NDEX for any reason, NDEX reserves the right to either suspend or terminate your access. You may terminate your account at any time by contacting NDEX. All cancellation requests will be processed within 72 hours of receipt of cancellation. Any prior payments for NDEX's services before cancellation has been received are non-refundable. Upon cancellation of your subscription, NDEX may deactivate or delete your information and deny further log in access.

4. PRIVACY POLICY

Registration Data and certain other information about you is subject to our Privacy Policy. For more information, see our full privacy policy at http://www.ndex.com. You understand that through your use of NDEX's Service you consent to the collection and use (as set forth in the Privacy Policy) of this information, including the transfer of this information for storage, processing and use by NDEX.

5. MEMBER ACCOUNT

You will create a user id and a password for the NDEX's registration process. You are responsible for maintaining the confidentiality of the password and account and are fully responsible for all activities that occur under your password or account. You agree to immediately notify NDEX of any unauthorized use of your password or account or any other breach of security. NDEX cannot and will not be liable for any loss or damage arising from your failure to comply with these Terms and Conditions.

6. MEMBER CONDUCT

You understand that all information, data, text, photographs or other materials, publicly posted, are the sole responsibility of the person from whom such Content originated. This means that you, and not NDEX, are entirely responsible for all information that you upload, post, email, or otherwise make available via NDEX's Service. You agree to not use the Service to:a. upload, post, email, transmit or otherwise make available any Content that is unlawful, harmful, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, libelous, invasive of another's privacy, hateful, or racially, ethnically or otherwise objectionable; b. harm minors in any way;c. impersonate any person or falsely state or otherwise misrepresent your affiliation with a person or entity;d. upload, post, email, transmit or otherwise make available any Information that you do not have a right to make available under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements);e. upload, post, email, transmit or otherwise make available any Information that infringes any patent, trademark, trade secret, copyright or other proprietary rights ("Rights") of any party;f. upload, post, email, transmit or otherwise make available any unsolicited or unauthorized advertising, or any other form of solicitation.g. upload, post, email, transmit or otherwise make available any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;h. intentionally or unintentionally violate any applicable local, state, national or international law, including, but not limited to, regulations promulgated by the U.S. Securities and Exchange Commission, any rules of any national or other securities exchange, including, without limitation, the New York Stock Exchange, the American Stock Exchange or the NASDAQ, and any regulations having the force of law;i. provide material support or resources (or to conceal or disguise the nature, location, source, or ownership of material support or resources) to any organization(s) designated by the United States government as a foreign terrorist organization pursuant to section 219 of the Immigration and Nationality Act;j. "stalk" or otherwise harass another; and/ork. collect or store personal data about other users in connection with the prohibited conduct and activities set forth in paragraphs a through m above.You acknowledge that NDEX may or may not pre-screen your information, but that NDEX shall have the right (but not the obligation) in their sole discretion to pre-screen, refuse, or move any information that is available via the Service. NDEX shall have the right to remove any information that violates the Terms and Conditions or is otherwise objectionable. You agree that you must evaluate, and bear all risks associated with, the accuracy, completeness, or usefulness of such Information. You acknowledge, consent and agree that NDEX may access, preserve and disclose your account information and all other information if required to do so by law or in a good faith belief that such access preservation or disclosure is reasonably necessary to comply with legal process, enforce the Terms and Conditions, respond to claims that any Information violates the rights of third parties or to protect the rights, property or personal safety of NDEX, its users and the public. NDEX has the right at anytime to suspend or terminate your account and refuse any and all current or future use of the Service.

7. INFORMATION SUBMITTED OR MADE AVAILABLE FOR INCLUSION ON THE SERVICE

NDEX does not claim ownership of Information you submit or make available for inclusion on the Service. However, with respect to the Information you submit or make available for inclusion on publicly accessible areas of the Service, you grant NDEX the following worldwide, royalty-free and non-exclusive license(s), as applicable: With respect to Information you submit or make available for inclusion on publicly accessible areas of NDEX, the license to use, distribute, reproduce, modify, adapt, publicly perform and publicly display such Information on the Service. This license exists only for as long as you elect to continue to include such Information on the Service and will terminate at the time you remove or NDEX removes such Information from the Service. With respect to photos, graphics, audio or video you submit or make available for inclusion on publicly accessible areas of the Service, the license to use, distribute, reproduce, modify, adapt, publicly perform and publicly display such Information on the Service solely for the purpose for which such Information was submitted or made available. This license exists only for as long as you elect to continue to include such Information on the Service and will terminate at the time you remove or NDEX removes such Information from the Service. With respect to Information other than photos, graphics, audio or video you submit or make available for inclusion on publicly accessible areas of the Service, the perpetual, irrevocable and fully sublicensable license to use, distribute, reproduce, modify, adapt, publish, translate, publicly perform and publicly display such Information (in whole or in part) and to incorporate such Information into other works in any format or medium now known or later developed.

8. INDEMNITY

You agree to indemnify and hold NDEX and its subsidiaries, affiliates, officers, agents, employees, partners and licensors harmless from any claim or demand, including reasonable attorneys' fees, made by any third party due to or arising out of Information you submit, post, transmit or otherwise make available through the Service, your use of the Service, your connection to the Service, your violation of the Terms and Conditions, or your violation of any rights of another.

9. USE AND STORAGE

You acknowledge that NDEX may establish general practices and limits concerning use of the Service, including without limitation the maximum number of days that uploaded Information will be retained by the Service, You further acknowledge that NDEX reserves the right to modify these general practices and limits from time to time.

10. MODIFICATIONS TO SERVICE

NDEX reserves the right at any time to modify or discontinue, temporarily or permanently, the Service (or any part thereof) with or without notice. You agree that NDEX shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Service.

11. TERMINATION

You agree that NDEX may, under certain circumstances and without prior notice, immediately terminate your account and access to the Service. Cause for such termination shall include, but not be limited to breaches or violations of the Terms of Conditions or other incorporated agreements or guidelines, requests by law enforcement or other government agencies, a request by you, unexpected technical or security issues or problems, and/or nonpayment of any fees owed by you in connection with the Services.

12. LINKS

The Service may provide links to other World Wide Web sites or resources. Because NDEX has no control over such sites and resources, you acknowledge and agree that NDEX is not responsible for the availability of such external sites or resources, and does not endorse and is not responsible or liable for any Information, advertising, products or other materials on or available from such sites or resources. You further acknowledge and agree that NDEX shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such Information, goods or services available on or through any such site or resource.

13. PROPRIETARY RIGHTS

By submitting member information to NDEX, you acknowledge and agree that the Service and any necessary software used in connection with the Service contain proprietary and confidential information that is protected by applicable intellectual property and other laws you further acknowledge and agree that Information contained or information presented to you through the Service or by advertisers is protected by copyrights, trademarks, service marks, patents or other proprietary rights and laws.

14. GENERAL INFORMATION

The Terms and Conditions constitutes the entire agreement between you and NDEX and governs your use of the Service, superseding any prior agreements with respect to the Service. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Service or the Terms of Conditions must be filed within one (1) year after such claim or cause of action arose or be forever barred.

15. LIMITATION OF LIABILITY

UNDER NO CIRCUMSTANCES SHALL NDEX OR ITS LICENSORS BE LIABLE TO ANY USER ON ACCOUNT OF THAT USER'S USE OR MISUSE OF OR RELIANCE ON THE NDEX SERVICES. ARISING FROM ANY CLAIM RELATING TO THIS AGREEMENT OR THE SUBJECT MATTER HEREOF SUCH LIMITATION OF LIABILITY SHALL APPLY TO PREVENT RECOVERY OF DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, AND PUNITIVE DAMAGES WHETHER SUCH CLAIM IS BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, (EVEN IF NDEX OR ITS LICENSORS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES). SUCH LIMITATION OF LIABILITY SHALL APPLY WHETHER THE DAMAGES ARISE FROM USE OR MISUSE OF AND RELIANCE ON THE NDEX SERVICES, FROM INABILITY TO USE THE NDEX SERVICES, OR FROM THE INTERRUPTION, SUSPENSION, OR TERMINATION OF THE NDEX SERVICES (INCLUDING SUCH DAMAGES INCURRED BY THIRD PARTIES). THIS LIMITATION SHALL ALSO APPLY WITH RESPECT TO DAMAGES INCURRED BY REASON OF OTHER SERVICES OR GOODS RECEIVED THROUGH OR ADVERTISED ON THE NDEX SERVICES OR RECEIVED THROUGH ANY LINKS PROVIDED IN THE NDEX SERVICES, AS WELL AS BY REASON OF ANY INFORMATION OR ADVICE RECEIVED THROUGH OR ADVERTISED ON THE NDEX SERVICES OR RECEIVED THROUGH ANY LINKS PROVIDED IN THE NDEX SERVICES. THIS LIMITATION SHALL ALSO APPLY, WITHOUT LIMITATION, TO THE COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, LOST PROFITS, OR LOST DATA. SUCH LIMITATION SHALL FURTHER APPLY WITH RESPECT TO THE PERFORMANCE OR NON-PERFORMANCE OF THE NDEX SERVICES OR ANY INFORMATION THAT APPEARS ON, OR IS LINKED OR RELATED IN ANY WAY TO, THE NDEX SERVICES. SUCH LIMITATION SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY AND TO THE FULLEST EXTENT PERMITTED BY LAW. SOME STATES OR OTHER JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU. Without limiting the foregoing, under no circumstances shall NDEX or its licensors be held liable for any delay or failure in performance resulting directly or indirectly from acts of nature, forces, or causes beyond its reasonable control, including, without limitation, Internet failures, computer equipment failures, telecommunication equipment failures, other equipment failures, electrical power failures, strikes, labor disputes, riots, insurrections, civil disturbances, shortages of labor or materials, fires, floods, storms, explosions, acts of God, war, governmental actions, orders of domestic or foreign courts or tribunals, non-performance of third parties, or loss of or fluctuations in heat, light, or air conditioning.

15. DISCLAIMER OF WARRANTIES

NDEX disclaims any and all responsibility or liability for the accuracy, content, completeness, legality, reliability, or operability or availability of information or material displayed in the NDEX Services results. NDEX disclaims any responsibility for the deletion, failure to store, misdelivery, or untimely delivery of any information or material. NDEX disclaims any responsibility for any harm resulting from downloading or accessing any information or material on the Internet through the NDEX Services. THE NDEX SERVICES, AND ALL MATERIALS, I NFORMATION, PRODUCTS AND SERVICES INCLUDED IN THE NDEX SERVICES ARE PROVIDED "AS IS," WITH NO WARRANTIES WHATSOEVER. NDEX AND ITS LICENSORS EXPRESSLY DISCLAIM TO THE FULLEST EXTENT PERMITTED BY LAW ALL EXPRESS, IMPLIED, AND STATUTORY WARRANTIES, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF PROPRIETARY RIGHTS. NDEX AND ITS LICENSORS DISCLAIM ANY WARRANTIES REGARDING THE SECURITY, RELIABILITY, TIMELINESS, AND PERFORMANCE OF THE NDEX SERVICES. NDEX AND ITS LICENSORS DISCLAIM, ANY WARRANTIES FOR ANY INFORMATION OR ADVICE OBTAINED THROUGH THE NDEX SERVICES. NDEX AND ITS LICENSORS DISCLAIM ANY WARRANTIES FOR SERVICES OR GOODS RECEIVED THROUGH OR ADVERTISED ON THE NDEX SERVICES OR RECEIVED THROUGH ANY LINKS PROVIDED BY THE NDEX SERVICES, AS WELL AS FOR ANY INFORMATION OR ADVICE RECEIVED THROUGH ANY LINKS PROVIDED IN THE NDEX SERVICES. YOU UNDERSTAND AND AGREE THAT YOU DOWNLOAD OR OTHERWISE OBTAIN MATERIAL OR DATA THROUGH THE USE OF THE NDEX SERVICES AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGES TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF SUCH MATERIAL OR DATA. SOME STATES OR OTHER JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. YOU MAY ALSO HAVE OTHER RIGHTS THAT VARY FROM STATE TO STATE AND JURISDICTION TO JURISDICTION.