Attachmate PartnerWeb Member Agreement

Before you begin exploring the PartnerWeb site, we require you to accept the agreement below.

This Agreement applies to all Attachmate Business Partner Program Members.

READ CAREFULLY:

In order to gain access to the Member Pages of the Attachmate PartnerWeb, and to receive other benefits made available to Attachmate Business Partner Program Members, you, on behalf of yourself and the company you represent (singly and together, "Member"), agree to the following by indicating your acceptance below:

1. Eligibility. Member represents that it meets the posted eligibility requirements for the Program. Each time Member views the Member Pages or utilizes the benefits of the Program, Member reconfirms its ongoing eligibility for the Program.

2. Confidentiality.
a) Member Pages may contain, or Attachmate may make available to you because of your Member status, confidential information of Attachmate ("Confidential Information") which Member agrees to keep confidential according to the terms of this Agreement. Confidential Information includes, but is not limited to: current and future business or product plans, price or customer lists, financial and other business information. Confidential Information disclosed to Member by any Attachmate subsidiary or agents is covered by this Agreement. Title to the Confidential Information will remain with Attachmate.

b) Member will have no obligation to protect Confidential Information that Member can conclusively show: (i) is or becomes publicly available without Member's breach of any duty of confidentiality, (ii) became known to Member before Attachmate's disclosure to Member, (iii) became known to Member from a third party without a duty of confidentiality on the third party, (iv) is independently developed by Member without a breach of this Agreement, or (v) is disclosed by Member with Attachmate's prior written approval. If Member is required by a government body or court of law to disclose Confidential Information, Member agrees to give Attachmate reasonable notice prior to disclosure and will comply with any applicable protective order.

c) Member may use the Confidential Information solely for the purpose of the business relationship between Member and Attachmate. Member agrees to use no less than reasonable care to protect the Confidential information and prevent its unauthorized disclosure. Member may disclose Confidential Information solely to Member's employees or consultants, on a need-to-know basis. Member will execute appropriate written agreements with its employees and consultants sufficient to enable it to comply with this Agreement.

d) Member's duty to protect Confidential Information expires three (3) years from the earlier date of termination of Member's access to Member Pages or of Member's participation in the Program. Member will return all Confidential Information, together with all copies, at Attachmate's request or, at Attachmate's option, certify destruction of the same.

e) Member acknowledges that monetary damages may not be a sufficient remedy for unauthorized disclosure of Confidential Information and that Attachmate shall be entitled, without waiving any other rights or remedies, to such injunctive or equitable relief as a court of competent jurisdiction may deem proper.

3. Passwords. Passwords, UserIDs, and other access codes granted to Member under the Program are Confidential Information, and will be shared only with other employees of Member who have a need to know. By accessing the Member Pages, such Member employees accept the terms of this Agreement.

4. Termination. Attachmate reserves the right, in its sole discretion, to terminate Member's access to the Member Pages, Member's participation in the Program, or the Program itself at any time. Under no circumstances will Attachmate be liable to Member on cessation of Member's participation in the Program or on cancellation of the Program for prospective compensation, goodwill or loss of it, or other expenditures made by Member in connection with this Agreement.

5. Assignment. This Agreement will not be assignable or transferable without the prior written consent of Attachmate.

6. Export. Member agrees it will not directly or indirectly ship, transfer, export, or transmit any Attachmate products except as authorized by the laws and regulations of the United States and any other applicable jurisdictions.

7. Service Interruptions. Member understands and agrees that temporary interruptions of services provided by the Attachmate PartnerWeb site may occur from time to time as normal events. Attachmate agrees to exercise reasonable care to prevent such occurrences. However, under no circumstances will Attachmate be held liable for any financial or other damages due to such interruptions.

8. General. This Agreement does not create a partnership, joint venture or agency relationship, or grant of franchise. Notwithstanding Member's participation in the Attachmate Business Partner Program, Member will not hold itself out as an agent or partner of Attachmate or attempt to bind Attachmate to any third party agreement. Member will not make any representation regarding Attachmate product or their use except as is explicitly set forth in the Attachmate materials that accompany the Attachmate product. Member shall indemnify and hold Attachmate harmless from any claims arising from any warranty, promise or representation made by Member or its employees or agents. The general Terms of Use displayed on non-Member areas of the PartnerWeb and other Attachmate.com web sites are incorporated into this Agreement by reference. This Agreement is governed by the laws of the State of Washington, USA. If Attachmate or Member employs attorneys to enforce any rights arising out of this Agreement, the prevailing party will be entitled to recover its reasonable costs and attorney's fees. All obligations created by this Agreement will survive change or termination of the business relationship between Member and Attachmate.

If you choose to Accept the Member Agreement, you will gain access to Member-only Pages. If you Decline the Member Agreement, you will not gain access to the Member Pages. If you do not access the Member Pages within 90 days of Attachmate's e-mail notifying you of acceptance into the Program, your password and UserID will be de-activated.