Oneworkspace.com User Agreement
Updated January 14, 2003

User Agreement Table Of Contents:
1. Definitions
2. General
3. User Conduct
4. Disclaimer of Warranty and Limitation of Liability
5. Indemnity
6. Remedies
7. Monitoring
8. Termination
9. Miscellaneous

1. Definitions

"Oneworkspace.com", also referred to as "we", is the interactive on-line service operated by Oneworkspace.com, on the World Wide Web of the Internet, consisting of project management services and content. "Subscriber", also referred to as "you", means each person who establishes or accesses a connection ("Account") for access to and use of Oneworkspace.com.

2. General

1. This Agreement, which incorporates by reference other provisions applicable to use of Oneworkspace.com sets forth the terms and conditions that apply to use of Oneworkspace.com by the Subscriber. By using Oneworkspace.com (other than to read this Agreement for the first time), the Subscriber agrees to comply with all of the terms and conditions hereof. The right to use Oneworkspace.com is personal to the Subscriber and is not transferable to any other person or entity. The Subscriber is responsible for all use of their Account (under any screen name or password) and for ensuring that all use of their Account complies fully with the provisions of this Agreement. The Subscriber shall be responsible for protecting the confidentiality of their password(s), if any.
   
   
2. While we will strive to achieve the best level of service and customer satisfaction possible, Oneworkspace.com reserves the right to at any time to change or discontinue any aspect or feature of Oneworkspace.com, including, but not limited to, content, hours of availability, and equipment/software needed for access or use.

3. Subscriber Conduct

1. The Subscriber shall use Oneworkspace.com for lawful purposes only. Subscriber shall not post or transmit through Oneworkspace.com any material which violates or infringes in any way upon the rights of others, which is unlawful, threatening, abusive, defamatory, invasive of privacy or publicity rights, vulgar, obscene, profane or otherwise objectionable, which encourages conduct that would constitute a criminal offense, give rise to civil liability or otherwise violate any law, or which, without Oneworkspace.com's express prior approval, contains advertising or any solicitation with respect to products or services. Any conduct by a Subscriber that in Oneworkspace.com's discretion restricts or inhibits any other Subscriber from using or enjoying Oneworkspace.com will not be permitted. Subscriber shall not use Oneworkspace.com to advertise or perform any commercial solicitation, including, but not limited to, the solicitation of users to become subscribers of other on-line information services competitive with Oneworkspace.com.
   
   
2. Oneworkspace.com contains copyrighted material and other proprietary information, including, but not limited to, text, software, photos, video, graphics, music and sound. Oneworkspace.com owns a copyright in the selection, coordination, arrangement and enhancement of all content original to it. Subscriber may not modify, publish, transmit, participate in the transfer or sale, create derivative works, or in any way exploit, any of the content, in whole or in part. Subscriber may download copyrighted material for Subscriber's personal use only. Except as otherwise expressly permitted under copyright law, no copying, redistribution, retransmission, publication or commercial exploitation of downloaded material will be permitted without the express permission of Oneworkspace.com. In the event of any permitted copying, redistribution or publication of copyrighted material, no changes in or deletion of author attribution, trademark legend or copyright notice shall be made. Subscriber acknowledges that it does not acquire any ownership rights by downloading copyrighted material.
   
   
3. Subscriber shall not upload, post or otherwise make available on Oneworkspace.com any material protected by copyright, trademark or other proprietary right without the express permission of the owner of the copyright, trademark or other proprietary right and the burden of determining that any material is not protected by copyright rests with Subscriber. Subscriber shall be solely liable for any damage resulting from any infringement of copyrights, proprietary rights, or any other harm resulting from such a submission. By submitting material to any public area of the site (currently only the login page), Subscriber automatically grants, or warrants that the owner of such material has expressly granted Oneworkspace.com the royalty-free, perpetual, irrevocable, non-exclusive right and license to use, reproduce, modify, adapt, publish, translate and distribute such material (in whole or in part) worldwide and/or to incorporate it in other works in any form, media or technology now known or hereafter developed for the full term of any copyright that may exist in such material. Material submitted to non-public areas of the site (e.g. project pages) may not be used by Oneworkspace.com without the express written consent of the Subscriber.

4. Disclaimer of Warranty and Limitation of Liability

1. (A) SUBSCRIBER EXPRESSLY AGREES THAT USE OF ONEWORKSPACE.COM IS AT SUBSCRIBER'S SOLE RISK. NEITHER ONEWORKSPACE.COM, ITS AFFILIATES NOR ANY OF THEIR RESPECTIVE EMPLOYEES, AGENTS, THIRD PARTY CONTENT PROVIDERS OR LICENSORS WARRANT THAT ONEWORKSPACE.COM WILL BE UNINTERRUPTED OR ERROR FREE; NOR DO THEY MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF ONEWORKSPACE.COM, OR AS TO THE ACCURACY, RELIABILITY OR CONTENT OF ANY INFORMATION, SERVICE, OR MERCHANDISE PROVIDED THROUGH ONEWORKSPACE.COM.
   
   
2. ONEWORKSPACE.COM IS PROVIDED ON AN "AS IS" BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF TITLE OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OTHER THAN THOSE WARRANTIES WHICH ARE IMPLIED BY AND INCAPABLE OF EXCLUSION, RESTRICTION OR MODIFICATION UNDER THE LAWS APPLICABLE TO THIS AGREEMENT.
   
   
3. THIS DISCLAIMER OF LIABILITY APPLIES TO ANY DAMAGES OR INJURY CAUSED BY ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS, COMMUNICATION LINE FAILURE, THEFT OR DESTRUCTION OR UNAUTHORIZED ACCESS TO, ALTERATION OF, OR USE OF RECORD, WHETHER FOR BREACH OF CONTRACT, TORTIOUS BEHAVIOR, NEGLIGENCE, OR UNDER ANY OTHER CAUSE OF ACTION. SUBSCRIBER SPECIFICALLY ACKNOWLEDGES THAT ONEWORKSPACE.COM IS NOT LIABLE FOR THE DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT OF OTHER SUBSCRIBERS OR THIRD-PARTIES AND THAT THE RISK OF INJURY FROM THE FOREGOING RESTS ENTIRELY WITH SUBSCRIBER.
   
   
4. IN NO EVENT WILL ONEWORKSPACE.COM, OR ANY PERSON OR ENTITY INVOLVED IN CREATING, PRODUCING OR DISTRIBUTING ONEWORKSPACE.COM OR THE ONEWORKSPACE.COM SOFTWARE, BE LIABLE FOR ANY DAMAGES, INCLUDING, WITHOUT LIMITATION, DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES ARISING OUT OF THE USE OF OR INABILITY TO USE ONEWORKSPACE.COM. SUBSCRIBER HEREBY ACKNOWLEDGES THAT THE PROVISIONS OF THIS SECTION SHALL APPLY TO ALL CONTENT AND SERVICES ON ONEWORKSPACE.COM.
   
   
5. IN ADDITION TO THE TERMS SET FORTH ABOVE NEITHER ONEWORKSPACE.COM NOR ITS AFFILIATES, INFORMATION PROVIDERS, OR CONTENT PARTNERS SHALL BE LIABLE REGARDLESS OF THE CAUSE OR DURATION, FOR ANY ERRORS, INACCURACIES, OMISSIONS, OR OTHER DEFECTS IN, OR UNTIMELINESS OR UNAUTHENTICITY OF, THE INFORMATION CONTAINED WITHIN ONEWORKSPACE.COM, OR FOR ANY DELAY OR INTERRUPTION IN THE TRANSMISSION THEREOF TO THE USER, OR FOR ANY CLAIMS OR LOSSES ARISING THEREFROM OR OCCASIONED THEREBY. NONE OF THE FOREGOING PARTIES SHALL BE LIABLE FOR ANY THIRD-PARTY CLAIMS OR LOSSES OF ANY NATURE, INCLUDING, BUT NOT LIMITED TO, LOST PROFITS, PUNITIVE OR CONSEQUENTIAL DAMAGES.

5. Indemnity

You shall, at your own expense, defend Oneworkspace.com, its suppliers and affiliates against any third party claim, suit or proceeding ("Third Party Claim") brought against Oneworkspace.com, its suppliers and/or affiliates which arises out of, results from or is related to any breach by you of this Agreement. You shall indemnify and hold Oneworkspace.com, its suppliers and its affiliates harmless from any damages (including reasonable attorney's fees) resulting from a Third Party Claim.

6. Remedies

If a defect in the Services prevents you from viewing certain Premium Content with a valid license which you downloaded from Movielink, Movielink will, at its option, either (a) make available for download a patch, update or replacement repairing such defect in the Services or (b) refund to you the price you paid for such Premium Content. To the maximum extent permitted under applicable law, such repair, replacement or refund is Movielink's, its suppliers' and its affiliates entire liability and your exclusive remedy, in contract, tort or otherwise, relating to the Services.

7. Monitoring

Oneworkspace.com shall have the right, but not the obligation, to monitor the content of Oneworkspace.com, to determine compliance with this Agreement and any operating rules established by Oneworkspace.com and to satisfy any law, regulation or authorized government request. Oneworkspace.com shall have the right in its sole discretion to edit, refuse to post or remove any material submitted to or posted on Oneworkspace.com. Without limiting the foregoing, Oneworkspace.com shall have the right to remove any material that Oneworkspace.com, in its sole discretion, finds to be in violation of the provisions hereof or otherwise objectionable.

8. Termination

Either Oneworkspace.com or the Subscriber may terminate this Agreement at any time. Without limiting the foregoing, Oneworkspace.com shall have the right to immediately terminate Subscriber's Account in the event of any conduct by the Subscriber which Oneworkspace.com, in its sole discretion, considers to be unacceptable, or in the event of any breach by Subscriber of this Agreement. The provisions of Sections 3(B), 3(C), 3(D), 4, and this Section 8 shall survive termination of this Agreement.

9. Miscellaneous

This Agreement and any operating rules for Oneworkspace.com established by Oneworkspace.com constitute the entire agreement of the parties with respect to the subject matter hereof, and supersede all previous written or oral agreements between the parties with respect to such subject matter. This Agreement shall be construed in accordance with the laws of the State of Massachusetts, without regard to its conflict of laws rules. No waiver by either party of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default. The section headings used herein are for convenience only and shall not be given any legal import.