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User Agreement

The User Agreement (the "Agreement") is a legal document that details your rights and obligations as a Registered User of the NetGuarder.com website. Your compliance with the terms set forth in this Agreement will help ensure that NetGuarder.com website remains secure and reliable. We encourage you to print out or save a copy of this Agreement for your future reference.

In this Agreement, "you" or "your" means any person or entity using the Service ("Users"). Unless otherwise stated, "XSAGE," quot;we" or "our" will refer collectively to XSAGE Inc. and its subsidiaries.(NetGuarder.com is owned by XSAGE Inc.)

You agree to permit NetGuarder.com to amend this Agreement in its sole discretion at any time, and you agree to abide by and be fully bound by such amended terms. The amended terms shall automatically be effective after they are posted on the website, and your continued use of the website on or after such effective time constitutes your acceptance of the amended terms. This Agreement may not be otherwise amended except in writing signed by you and NetGuarder.com. If you do not agree to the future changes to the Agreement or to any of the current terms in the Agreement, your only remedy is to cease use of the website.

Except as stated below, all amended terms shall be effective 30 days after they are initially posted on our site.

1. Definitions

1.1 "NetGuarder.com Service" means all of the services that NetGuarder.com offers on the NetGuarder.com website, and all technology, processes and materials used to provide such services.

1.2 "NetGuarder.com website" or the "website" means the website located at the domain names "NetGuarder.com".

1.3 "Registered User" means any person or entity who opens and maintains an account with NetGuarder.com.

1.4 "Service" means any services designed, marketed or supported by NetGuarder.com.

2. General Rules

2.1 You will comply with all of the terms and conditions of this Agreement and all applicable laws, regulations and rules when you use the NetGuarder.com Service.

2.2 NetGuarder.com will only provide the NetGuarder.com Service to persons and entities who can form legally binding and enforceable contracts under applicable law.

2.3 NetGuarder.com may modify the NetGuarder.com Service at any time with or without notice to you.

2.4 If NetGuarder.com determines, in its sole and absolute discretion, that you will breach a term or condition of this Agreement by requesting a Service that infringes the rights of others or otherwise does not meet the standards of NetGuarder.com, NetGuarder.com may cancel any order for such Service without any liability to you or any third party.

3. Opening an Account

3.1 To become a Registered User, you must open an account with NetGuarder.com through its online registration process. Only Registered Users have the right to purchase Services, become Members, and use certain portions of the NetGuarder.com Service. NetGuarder.com reserves the right in its sole discretion to deny membership to, or terminate membership of any party it believes to be providing false or misleading information to NetGuarder.com, or for any other reason.

3.2 When registering as a Registered User, you must choose a unique User Name and Password. You are solely responsible for protecting your User Name and Password with the same degree of care that a reasonable person uses to protect his or her other confidential information. You may not disclose your Password to any third party or share your Password with any third party without the prior written consent of NetGuarder.com. You may not use your User Name or Password for any unauthorized purpose. If there is a breach of confidentiality of your User Name or Password, or any breach of security through your account, you shall promptly notify NetGuarder.com of such breach and provide NetGuarder.com a full and complete description of the circumstances related to such breach.

You agree that NetGuarder.com and other users of the website may, and are entitled to, rely upon and solely attribute to you any action (including any message or posting on the website) that is undertaken using your User Name or Password or using your computer systems or facilities. Therefore, you are solely liable for any loss or damages, in whatever form, arising from the misuse of your User Name or Password or your computer systems or facilities by any person or entity, whether or not such misuse is due to your fault or negligence. You agree that the provision set forth above (including without limitation the attribution to you of actions taken using your User Name or Password, computer systems or facilities) is commercially reasonable.

3.3 NetGuarder.com will be entitled to disclose Registered User Information to governmental or regulatory officials in the event of an emergency or pursuant to a valid request from such officials. Any Registered User that provides or uses false or inaccurate Registered User Information to conduct transactions using the website may be subject to prosecution as prescribed by federal and/or state law.

3.4 You acknowledge and agree that NetGuarder.com collection and use of Registered User Information, and NetGuarder.com operation of the website and the services provided thereby in accordance with this Agreement in no way constitutes an actionable breach of any privacy or other right, whether in equity, law, contract or otherwise, and you hereby waive any and all such claims or rights of action whether foreseen or unforeseen.

4. Your Conduct

4.1 Generally, you must use the NetGuarder.com Service in a manner that demonstrates good taste and respect for the rights of NetGuarder.com and third parties.

4.2 You will not (i) use "spam," "blast-faxes" or recorded telephone messages to market or sell Services, (ii) interfere with the NetGuarder.com Service by using viruses or any other programs or technology designed to disrupt or damage any software or hardware, (iii) modify, create derivative works from, reverse engineer, decompile or disassemble any technology used to provide the NetGuarder.com Service, (iv) use a robot, spider or other device or process to monitor the activity on or copy pages from the NetGuarder.com website, (v) collect electronic mail addresses or other information from third parties by using the NetGuarder.com Service, (vi) impersonate another person or entity, (viii) engage in any activity that interferes with any third party's ability to use or enjoy the NetGuarder.com Service or (ix) assist any third party in engaging in any activity prohibited by this Agreement.

4.3 You are solely and exclusively responsible for ensuring that all content you provide through use of the NetGuarder.com Service is in compliance with the terms and conditions of this Agreement and all applicable laws, regulations and rules.

4.4 NetGuarder.com in its sole discretion, without notice, may remove any content at any time posted by a Registered User to the website regardless of the guidelines set forth in this Agreement. NetGuarder.com does not control the content posted on the website and, as such, does not guarantee the accuracy, integrity or quality of such content. You understand that by using the website, you may be exposed to content that is offensive, indecent or objectionable. Under no circumstances will NetGuarder.com be liable in any way for any content, including, but not limited to, 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, transmitted or otherwise made available via the website.

4.5 Subject to the terms set forth in this Agreement, NetGuarder.com hereby grants you a limited, non-transferable, nonexclusive right to access the website and the services provided thereby. NetGuarder.com makes no covenant, representation or warranty that the website will be operational at all times or that it will continue to offer the website or any or all of the elements of the website. You may not use the information of NetGuarder.com or any other Registered User in any manner that would enable a third party to obtain the benefits of the website and the information and services offered thereby without first becoming a Registered User and using the website to access such information and services. You agree that any information that you obtain through the website is confidential and proprietary information of NetGuarder.com and its other users. Except as expressly set forth herein, you may not reproduce or distribute any information available from the website, electronically or otherwise. You shall not store or aggregate such information in any manner.

5. Policies Governing the NetGuarder.com

5.1 Privacy Policy. NetGuarder.com seeks to maintain the privacy of the information that you and other users of NetGuarder.com website provide to NetGuarder.com. NetGuarder.com use of the Member Information shall be governed at all times by NetGuarder.com then current Privacy Policy. NetGuarder.com shall be entitled to amend the Privacy Policy at any time in accordance with the provision for amendment of this Agreement set forth at the beginning of this Agreement.

5.2 No Violation of Applicable Law. You agree that you will comply at all times with all applicable Laws. You acknowledge that you are solely responsible for ensuring that the manner in which you transmit and receive information and use the website complies with all Laws. You may not post on the website or sell through the website any Good or Service where such posting or sale violates any applicable Law or could cause NetGuarder.com or any of its Affiliates to violate any applicable Law.

5.3 International Members. International Members in some countries may not use the website or access its content. IT IS NetGuarder.com ASSUMPTION THAT INTERNATIONAL USERS ARE REGISTERING TO BE A MEMBER ONLY AFTER DETERMINING THAT THEIR MEMBERSHIP VIOLATES NO LAWS OR REGULATIONS IN THEIR RESPECTIVE COUNTRY AND JURISDICTION. If you are an international user, you warrant that you are violating no law or regulation by your use of the website, and you shall indemnify NetGuarder.com for any and all liability that might arise from your use of the website.

5.4 Currency. Unless otherwise expressly stated, all amounts shall be in U.S. Dollars.

5.5 Taxes. You are responsible for paying all applicable taxes and other costs incurred by you in connection with this Agreement, including without limitation taxes and costs related to the service of content.

5.6 Links. NetGuarder.com may, in its sole discretion, and without your consent or payment to you, place links on the website to other websites on the Internet that are owned or operated by third parties. You acknowledge and agree that NetGuarder.com is not responsible for the operation of or content located on any such website, and NetGuarder.com cannot and does not warrant that the content of such websites is accurate, complete, legal and/or inoffensive. By linking to these third-party websites, you acknowledge and agree that you may not make any claim against NetGuarder.com for any damages or losses of any kind arising from the third-party website and/or the link.

You are expressly prohibited from framing or linking or otherwise using or displaying the website in such a manner so that it appears to be part of your own or someone else's website. You shall not deep link to any image on the website.

5.7 Manipulation. Registered Users may not: (a) use any device, software or routine in any attempt to interfere or disrupt the website; or (b) take any action that imposes any unreasonable or disproportionately large load on the website or NetGuarder.com infrastructure. NetGuarder.com reserves the right in its sole discretion to actively pursue any Registered User which NetGuarder.com believes to be engaging in such activities and terminate that Registered User’s membership.

6. Representations and Warranties

6.1 Each party represents and warrants 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.

6.2 You represent and warrant to NetGuarder.com that any content you submit to NetGuarder.com and any Service that you design, manufacture, market or sell using the NetGuarder.com Service will not infringe the copyright, trademark, patent, trade secret, rights of privacy and publicity or other legal right of any third party.

7. DISCLAIMERS, EXCLUSIONS AND LIMITATIONS

7.1 Disclaimer of Warranty. YOU ACKNOWLEDGE THAT YOUR USE OF THE WEBSITE AND THE SERVICES PROVIDED THEREBY, IS ENTIRELY AT YOUR OWN RISK. NetGuarder.com DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THE WARRANTIES OF TITLE, ERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NONINFRINGEMENT. SOME STATES DO NOT ALLOW THE DISCLAIMER OF IMPLIED WARRANTIES, SO THE FOREGOING DISCLAIMER MAY NOT APPLY TO YOU. WITHOUT LIMITING THE FOREGOING, YOU ACKNOWLEDGE AND AGREE THAT (A) NetGuarder.com DOES NOT WARRANT THAT THE WEBSITE AND SERVICES PROVIDED BY NetGuarder.com SHALL BE ERROR-FREE OR OPERATE WITHOUT INTERRUPTION, AND THE WEBSITE AND SERVICES ARE PROVIDED "AS IS" AND WITHOUT WARRANTY OF ANY KIND; (B) NetGuarder.com DOES NOT AND CANNOT CONTROL THE FLOW OF DATA AND INFORMATION THROUGH THE INTERNET, AND SUCH FLOW DEPENDS ON THE PERFORMANCE OF THIRD PARTIES WHOSE ACTIONS OR INACTIONS MAY PRODUCE SITUATIONS IN WHICH CONNECTIONS TO THE INTERNET (OR PORTIONS THEREOF) ARE IMPAIRED OR DISRUPTED AND FOR WHICH NetGuarder.com IS NOT LIABLE; (C) NetGuarder.com DOES NOT PROVIDE ANY WARRANTY WITH RESPECT TO THE MEDIA LICENSED VIA THE WEBSITE; AND (D) NetGuarder.com DOES NOT WARRANT THAT THE INFORMATION PROVIDED VIA THE WEBSITE, WHETHER CONCERNING THE GOODS OR SERVICES OR THE MEMBER INFORMATION OR ANY OTHER SUBJECT, IS COMPLETE OR ACCURATE.

7.2 No Consequential Damages. IN NO EVENT SHALL NetGuarder.com OR ANY OF ITS AFFILIATES BE LIABLE TO YOU FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL, INDIRECT, PUNITIVE OR EXEMPLARY DAMAGES, OR LOST PROFITS OR FOR THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, HOWEVER CAUSED, INCLUDING THROUGH THE USE OF THE WEBSITE OR THE PROVISION OF SERVICES THEREBY, WHETHER FOR BREACH OF WARRANTY, CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

7.3 Limitation of Liability. NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, NetGuarder.com AGGREGATE LIABILITY TO YOU ARISING OUT OF OR RELATED IN ANY WAY TO THIS AGREEMENT SHALL NOT EXCEED THE AGGREGATE AMOUNT PAID BY YOU TO NetGuarder.com UNDER THIS AGREEMENT DURING THE SIX-MONTH PERIOD IMMEDIATELY PRECEDING THE DATE UPON WHICH THE EVENT GIVING RISE TO THE CLAIM AGAINST NetGuarder.com AROSE.

8. Additional Terms

The following agreements, rules and policies contain additional terms and conditions that govern your use of the NetGuarder.com Service. NetGuarder.com reserves the right to make changes to such agreements, rules and policies at any time. Continued use of any part of the NetGuarder.com Service constitutes your acceptance of such changes. Accordingly, you should review such agreements, rules and policies from time to time to become familiar with such changes. If the terms of any of the following conflict with the terms of this Agreement, the terms of this Agreement will govern and be given precedence.

8.1 NetGuarder.com may collect and share your information as provided for in its Privacy Policy.

9. Termination

9.1 At any time and with or without cause, NetGuarder.com may immediately terminate this Agreement or any or all of rights and privileges granted to you or any of the other Registered Users hereunder, and NetGuarder.com may also suspend your use of the website or refuse to provide you access to the website or the services provided thereby. You may terminate this Agreement at any time upon written notice to NetGuarder.com. In no event shall any termination, suspension or refusal to provide access by either NetGuarder.com or you act to relieve you of any obligations which have accrued under this Agreement prior to the date of such termination, suspension or refusal.

9.2 If you or NetGuarder.com terminate your account, or if NetGuarder.com takes any action pursuant to Section 9.1, NetGuarder.com may delete any websites, web pages, files, graphics or other content or materials relating to your use of the NetGuarder.com Service on NetGuarder.com servers or otherwise in its possession and NetGuarder.com will have no liability to you or any third party for doing so. If you or NetGuarder.com terminates your account you must immediately remove all links to the NetGuarder.com website from any websites you operate and cease representing yourself as a Registered User and/or Member.

10. Contacting Us

Please visit NetGuarder.com to get support.