Last Modified: September 16, 2004

LispWire.com (the "Site") is a product of Franz Inc. ("Franz"). Your use of the Site is subject to these Terms of Use ("TOU"). Franz may modify these TOU at any time without notice to you by posting a revised TOU on the Site. Your use of the Site constitutes your binding acceptance of the TOU, including any modifications that Franz makes. IF YOU DO NOT AGREE TO THE TOU, DO NOT USE THE SITE.

Use of many products available on the Site may be subject to an additional license and/or additional posted conditions. Your use of those products is subject to such license and/or conditions. In the event of an inconsistency between these TOU and any additional terms, the provisions of the additional terms shall control.

The Site includes a combination of content that is created by Franz and certain third parties. All materials published on the Site are protected by copyrights or trademarks of Franz or such third parties. Franz hereby grants you a terminable, at-will, non-exclusive license (the "License") to use and display the Site solely for your personal, non-commercial use. You may not transfer, assign, sublicense, lend, or re-sell the rights granted under this license.

Franz does not guarantee the accuracy, integrity or quality of the content on the Site. You may not rely on any of this content, including, but not limited to, reviews, white papers and product descriptions. The Site may contain links to other Internet sites owned by third parties. Franz does not endorse such sites and your use of each of those sites is subject to the conditions, if any, that each of those sites has posted. Franz has no control over third party sites and it is not responsible for any changes to or content on them.

You may participate in any forums or messaging threads that may be offered on the Site or otherwise contribute materials for publication on the Site. You are solely responsible for all materials, whether publicly posted or privately transmitted, that you upload, post, email, transmit or otherwise make available on the Site ("Your Content"). You represent and warrant that you own all intellectual property rights in Your Content. You hereby grant Franz a worldwide, irrevocable, royalty-free, nonexclusive, sub-licensable license to use, reproduce, create derivative works of, distribute, publicly perform, publicly display, transfer, transmit, distribute and publish Your Content and subsequent versions of Your Content for the purposes of (i) displaying Your Content on our sites, or (ii) distributing Your Content, either electronically or via other media, to users seeking to download or otherwise acquire it. This license shall apply to the distribution and the storage of Your Content in any form, medium, or technology now known or later developed.

You agree that you will not use the Site to take any of the following actions:

1. Defame, abuse, harass, stalk, threaten or otherwise violate the legal rights of others;
2. Publish, post, upload, email, distribute or disseminate (collectively, "Transmit") any inappropriate, profane, defamatory, infringing, obscene, indecent or unlawful content;
3. Transmit files that contain viruses, corrupted files, or any other similar software or programs that may damage or adversely affect the operation of another person's computer, our sites, any software or hardware, or telecommunications equipment;
4. Advertise or offer to sell any goods or services for any commercial purpose, or transmit surveys, contests, pyramid schemes, spam, unsolicited advertising or promotional materials, or chain letters;
5. Download any file that you know or reasonably should know, cannot be legally obtained in such manner;
6. Falsify or delete any author attributions, legal or other proper notices or proprietary designations or labels of the origin or source of software or other material;
7. Restrict or inhibit any other user from using and enjoying any public area within our sites;
8. Collect or store personal information about other users of the Site;
9. Interfere with or disrupt the Site or our servers or networks;
10. Impersonate any person or entity, including, but not limited to, a Franz representative, or falsely state or otherwise misrepresent your affiliation with a person or entity;
11. Forge headers, manipulate identifiers or other data in order to disguise the origin of any content transmitted through the Site, or to manipulate your presence on the Site;
12. Take any action that imposes an unreasonably or disproportionately large load on our infrastructure.
13. Infringe the copyright, trademark right, or other intellectual property right of any third party.
14. Engage in any illegal activities.

Franz reserves the right to monitor content posted and material submitted to the Site and to modify or remove any messages, postings, programs or other content that it deems, in its sole discretion, to violate any of the above or that it otherwise feels is inappropriate for the Site. Notwithstanding the foregoing, Franz is not obligated to take any such actions, and will not be responsible or liable for content posted by any user in any forum, message board, or other area within the Site.

You may have the opportunity to download Software ("Software") through the Site directly or through links on the Site. All Software (unless otherwise noted as owned or offered by Franz) is provided by third-parties ("Providers") pursuant to licenses or other arrangements between such party and you. Your rights and remedies with respect to such transactions shall be solely against the applicable Provider and any questions, complaints or claims related to any Software should be directed to that Provider.

By using the Site you acknowledge and agree that Franz and its affiliates shall have no liability for any cost, damage or harm arising directly or indirectly in connection with any Software downloaded through this Site or through links on this Site or from any action or inaction of any Provider.

It is the policy of Franz to respond expeditiously to claims of intellectual property infringement. Franz will promptly process and investigate notices of alleged infringement and will take appropriate actions up to and including blocking or removing the offending content. Please direct any notices of claimed copyright infringement to the address provided below. In addition, all requests for licensing, reprints, linking and other usage of material on the Site should also be directed to the address below.

You hereby agree to indemnify, defend and hold Franz, and all of its officers, directors, owners, employees, agents, information providers, affiliates, partners and licensors (each, a "Franz Party") harmless from and against any and all liability, losses, costs and expenses (including attorneys' fees) incurred by any Franz Party in connection with any claim including, but not limited to, claims for defamation, violation of rights of publicity and/or privacy, copyright infringement or trademark infringement arising out of (i) your use of the Site; (ii) the content, quality or performance of content that you submit to the Site; (iii) your connection to the Site; (iv) your violation of these TOU; or (v) your violation of the rights of any other person or entity.

Franz reserves the right, at its own expense, to assume the exclusive defense and control of any matter for which you are required to indemnify it and you agree to cooperate with Franz's defense of these claims.

THE SITE AND ANY EXECUTABLE PROGRAMS AND OTHER MATERIALS PROVIDED THROUGH THE SITE ARE PROVIDED "AS IS" AND WITHOUT WARRANTY OF ANY KIND. ALL EXPRESS OR IMPLIED WARRANTIES ARE HEREBY EXCLUDED, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

FRANZ DOES NOT WARRANT THAT THE SITE OR ANY MATERIALS OBTAINED THROUGH THE SITE ARE VIRUS-FREE. IF YOU DOWNLOAD EXECUTABLE PROGRAMS FROM THE SITE, THE ENTIRE RISK AS TO THE RESULTS AND PERFORMANCE OF SUCH PROGRAMS IS ASSUMED BY YOU.

FRANZ IS NOT RESPONSIBLE FOR THE ACCURACY OF OR ERRORS OR OMISSIONS IN ANY SUCH PROGRAMS, AND FRANZ DOES NOT WARRANT THAT THE OPERATION OF ANY SUCH PROGRAMS WILL BE UNINTERRUPTED OR ERROR- FREE, OR THAT ANY DEFECTS IN ANY SUCH PROGRAMS WILL BE CORRECTED. FRANZ DOES NOT WARRANT THAT THE CONTENT OF ITS SITE WILL BE ERROR FREE OR THAT ACCESS TO THE SITE WILL BE UNINTERRUPTED.

FRANZ WILL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE USE OR INABILITY TO USE THE SITE OR ANY EXECUTABLE PROGRAM OBTAINED THROUGH THE SITE, EVEN IF FRANZ HAS BEEN ADVISED OF THE LIKELIHOOD OF SUCH DAMAGES. IN NO EVENT SHALL FRANZ'S TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES AND CAUSES OF ACTION (WHETHER IN CONTRACT, TORT, OR OTHERWISE) RELATING TO THE SITE EXCEED $100. SOME STATES DO NOT ALLOW EXCLUSION OR LIMITATION OF IMPLIED WARRANTIES OR LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. IN SUCH STATES, OUR LIABILITY AND THAT OF OUR THIRD PARTY CONTENT PROVIDERS AND THEIR RESPECTIVE AGENTS SHALL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.

You hereby acknowledge and consent that all notices to you will be effective upon posting on the Site or delivery to you through email. You may update your email address by visiting the Site where you have provided contact information. If you do not provide Franz with accurate information, Franz cannot be held liable for failure to notify you. You may give notice to Franz via e-mail at info@franz.com or by postal mail or telefacsimile to:

   Franz Inc.
   Legal Department
   555 12th Street, Suite 1450
   Oakland, CA 94607
   U.S.A.
   Fax: 510-452-0182
   Tel: 510-452-2000

At any time and for any reason, without giving prior notice, Franz may restrict, suspend or terminate your access to all or any part of the Site or change, suspend or discontinue all or any part of the Site.

Our failure to exercise or enforce any right or provision of these TOU shall not constitute a waiver of such right or provision. These TOU, including all terms, conditions and policies that are incorporated into these terms by reference, constitute the entire agreement between you and Franz and govern your use of the Site, superceding any prior agreements.

These TOU shall be construed in accordance with the laws of the State of California, and the parties irrevocably consent to bring any action to enforce these TOU before a court of competent jurisdiction in Alameda County, California.

If any part of these TOU is determined to be invalid or unenforceable pursuant to applicable law, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of the TOU shall continue in effect.