NCX Group, Inc. serves the US as well as many international countries.

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1. INTRODUCTION
Welcome to the NCX Group, Inc. (NCX Group) Web site. Please review the following terms and conditions concerning your use of this site. By using this site, including downloading materials and purchasing services, you agree to these terms and conditions. NCX Group reserves the right to change these terms and conditions from time to time at its sole discretion. These terms and conditions apply to all visits to the NCX Group Web site, both now and in the future.

2. COPYRIGHT
© 2004 NCX Group, Inc., 5000 Birch Street, Suite 3000 West Tower, Newport Beach, CA 92660. All rights reserved.

3. USE OF WEBSITE
NCX Group hereby authorizes you to view, copy and print materials published on this Web site provided that they: (a) are used solely for personal, non-commercial purposes; (b) are not modified or altered in any way; and (c) retain all copyright and other proprietary notices in the same form as the original. All contents on this site are protected by copyright. Except as specifically permitted herein, no portion of the information on this Web site may be reproduced in any form, or by any means, without prior written permission from NCX Group. Visitors or users are not permitted to modify, distribute, publish, transmit or create derivative works of any material found on this site for any public or commercial purposes.

4. TRADEMARKS
NCX Group and all NCX Group service names, slogans or logos referenced in this Web site are trademarks of NCX Group, Inc. All other company, product or service names referenced in this Web site are used for identification purposes only and may be trademarks of their respective owners.

5. LINKS TO THIRD PARTY SITES
This Web site may contain links to Web sites controlled by third parties. NCX Group provides these links merely as a convenience. Access to other Web sites is at your own risk and NCX Group is not responsible for and does not endorse or accept any responsibility over the contents or use of these Web sites.

6. ACCESS TO PASSWORD PROTECTED OR SECURE AREAS
Access to and use of password protected and/or secure areas of the Web site is restricted to authorized users only.

TERMS AND CONDITIONS

THE PURCHASE OF SERVICES AND LICENSED SOFTWARE FROM NCX GROUP THROUGH THIS WEBSITE ARE GOVERNED BY THESE TERMS ("AGREEMENT"). BY PURCHASING A SERVICE ON THIS WEB SITE, YOU ("CUSTOMER") WILL BE BOUND BY THESE TERMS. THESE TERMS ARE SUBJECT TO CHANGE. THE TERMS CUSTOMER'S TRANSACTION ARE THOSE THAT EXIST ON THIS WEB SITE AT THE TIME ORDERED.

1. SERVICES
a. These terms and conditions of Services as well as the stipulations in the confirmation shall apply to the provision of the Services bought forth according to the service description as described in the order. All or any of the Services are subject to acceptance by NCX Group and monthly subscription services as evidenced by an on-line confirmation. NCX Group shall provide Customer with an order confirmation notice as soon as reasonably possible.

b. Unless otherwise specified, delivery of monthly subscription Services shall be via telephonic electronic means including (but not limited to) electronic mailing and downloading of information and software.

2. TERM AND TERMINATION:

a. NCX Group shall provide the Services during the term described in the Subscription Service as selected by Customer for term of Services. This Agreement shall commence the Services on the date of Customer's receipt of order confirmation and shall continue subject to earlier termination in accordance with Agreement or the service descriptions.

b. Without prejudice to any other rights or remedies it may have, NCX Group reserves the right to suspend the Services in the following circumstances:

c. for whatever reason, upon giving to Customer not less than 60-days written notice;

d. immediately if NCX Group is required to do so by virtue of any law or order, or if necessary for maintaining, upgrading or changing Services;

e. immediately if Customer fails to pay any sum due or otherwise not perform any other of its material obligations.

f. for failure to comply with this Agreement. Upon termination the Customer must immediately destroy software purchased from NCX Group, together with copies, adaptations and merged portion in any form.

g. Either party may terminate an order for Services on written notice to party at any time in the event of:

h. material breach by the other of any term of this Agreement of Web site Terms of Use and failure to remedy such breach within 60 days of receipt of written notice to do so; or

i. any proceedings in bankruptcy, insolvency or the appointment of any assignee for the creditors or of a receiver or any similar situation arising.

j. Upon termination, Customer shall pay NCX Group for all Services performed charges incurred up to the date of termination.

3. PRICES AND PAYMENT:

a. Customer shall pay to NCX Group the prices for Services which exist on this Website at the time of the order and any additional applicable value added tax Sales tax or costs. Customer must notify NCX Group promptly of any errors of any kind in the prices or payment terms contained in NCX Group's invoice.

b. Payment shall be made in the manner described on the order form. Most credit cards are accepted, including Master Card, American Express, Discover and Visa. No credit available.

c. Except where Customer is in default and subject to any specific termination Service descriptions, if Customer does not use the Services within the scope of this Agreement or NCX Group suspends the Services pursuant to Clause 2. Customer shall be entitled to a refund on a proportional basis in residual Services paid for but not utilized by Customer.

4. CUSTOMERS OBLIGATIONS:

a. Customer acknowledges that NCX Group's ability to perform the Services is solely upon Customer's full and timely co-operation with NCX Group (which Customer is to provide) as well as the accuracy and completeness of any informational data Customer provides to NCX Group. Customer shall provide NCX Group with remote access and use of all information, data, documentation and computer facilities reasonably necessary by NCX Group to provide the Services.

b. Customer shall be responsible for maintaining an external procedure for reconstruction of lost or altered files, data or programs to the extent necessary by Customer and for actually reconstructing any such material.

c. Customer shall be responsible for the security of any support agreement numbers, system handles and any other information (including support agreement identifiers, user identification codes (User ID's), password or other means of authentication, and product serial numbers) used in connection with the Services. Customer must inform NCX Group without delay of any loss or unauthorized use of such materials and NCX Group shall not be liable to Customer for any such loss or unauthorized use. Customer is responsible for governing use, sharing and reassignment of system logon-IDs among its users.

d. Customer shall have the sole responsibility to ensure that it has all software and necessary systems functionality to enable it and its users to access the Services including (without limitation) compatible browser software as stated within the Product Support section of the standard Service Internet Portal. NCX Group disclaims all liability arising out of the failure of the Customer to access the Services due to a breach of this Clause 4.d.

e. NCX Group shall not be liable for any delay in providing or failure to provide Services arising out of or in connection with any breach by Customers obligations hereunder.

5. WARRANTY:

a. NCX Group warrants that it shall perform the Services with generally recognized commercially reasonable practices and standards. NCX Group does not warrant that the Services will be uninterrupted, error free or performed at any predetermined speed, or that the Services will provide a solution for Customer in all circumstances.

b. This Agreement sets out the full extent of NCX Group's obligations and liabilities in respect of the supply of the Services. Excluding any NCX Group supplement to the Services, all conditions, warranties, representations or other terms concerning the supply, purported supply or non-supply of the Services which might otherwise be implied into or incorporated in this Agreement, collateral agreement, whether by statute or common law are hereby expressly excluded to the fullest extent permitted. The statutory rights of consumers are unaffected.

c. The Services may enable Customer to request information by submission of query or question to NCX Group. The information provided to the Customer, or any part of, or the information provided to NCX Group by Customer is not interpreted to provide the Customer with a solution in all instances or for all situations and NCX Group does not warrant or represent the information provided to and adaptable by Customer. NCX Group shall not be liable for (i) the misdelivery or untimely delivery of any such information to Customer or (ii) for Customer's use or interpretation of such information subsequent to delivery.

d. Customer has sole responsibility for ensuring that its environment is compliant with platforms supported by NCX Group for the delivery of the Services. Customer agrees that NCX Group shall not be responsible for any failure to provide the Services if such failure is the result, either directly or indirectly the inability of any products to process, provide or receive date data representations for day, month and year and to properly exchange with any product supplied by NCX Group.

6. LIMITATION OF LIABILITY AND REMEDIES:

a. To the extent NCX Group is held legally liable, whether in contract, tort, statutory or otherwise, NCX Group's liability is limited to direct damages for any claim by material breach of services, up to the amount paid by Customer for the Services.

b. NCX Group WILL NOT IN ANY EVENT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTIAL OR CONSEQUENTAIL DAMAGES WHATSOEVER (INCLUDING LOST PROFITS, LOST DATA, OR BUSINESS INTERRUPTION) RELATED TO REPRODUCTION, MODIFICATION, OR DISTRIBUTION OF THE SOFTWARE OR INFORMATION, DOCUMENTATION OR LINKS PROVIDED BY NCX Group ONLINE SERVICE, WHETHER BASED ON WARRANTY, CONTRACT, TORT OR OTHER LEGAL THEORY. APPLICABLE LAW MAY NOT ALLOW THE EXCLUSION OR LIMITATION OR EXCLUSION MAY NOT APPLY TO CUSTOMER.

7. SOFTWARE LICENSES:

a. "Software" provided as part of any Service means one or more programs capable of operating on a controller, processor or other hardware platform ("Device"). Software is either a separate product, included with another program ("Bundled Software)", or fixed in a Device and not removable in normal operation ("Firmware"). Unless otherwise agreed, use of Software offered or provided by NCX Group is subject to the software license terms under this Agreement. By downloading and installing the Software, or accessing the Service remotely, Customer agrees to be bound by this Clause 7.

b. License grant. NCX Group grants Customer a non-exclusive license to Use the Service during the term. One copy of the Software solely for the purposes of the Service which means storing, loading, installing, executing or displaying the Software via the internet. Customer may not modify the Software or disable any licensing or copyright features of the Software. If the Software is licensed, for "concurrent use" Customer may not allow more than the maximum number of authorized users to Use the Software concurrently.

c. Ownership. The Software is owned and copyrighted by NCX Group or its authorized suppliers. Customer's license confers no title or ownership in the Software or Service and is not a sale of any rights in the Software or Service. NCX Group's third party suppliers maintain their rights in the event of violation of these license terms.

d. Copies and Adaptations. Customer may only make copies or adaptations of the Software for archival purposes or when copying or adaptation is a step in the authorized Use of the Software. Customer must reproduce copyright notices in the original Software and on all authorized copies or adaptations. Customer may not copy the Software onto any public bulletin board network. Customer shall not sell, distribute or otherwise publish any copies of the Software.

e. No Disassembly or Decryption. Except to the extent permitted by law, Customer may not disassemble or decompile the Software unless NCX Group's written consent is obtained. In some jurisdictions, NCX Group's consent may not be limited to disassembly or decompilation. Upon request, Customer will comply with reasonably detailed information regarding any disassembly or decompilation. Customer may not decrypt the Software unless decryption is a necessary part of the operation of the Software.

f. Transfer. Customer's license will automatically terminate upon transfer of Software. Upon transfer, Customer must deliver the Software, including copies and related documentation to the transferee. The transferee agrees to these license terms as a condition to the transfer.

g. Termination. NCX Group may terminate Customer's license upon notice for failure to comply with any of these license terms. Upon termination, Customer must immediately destroy the Software, together with all copies, adaptations or merged portions of any form.

h. Viruses. NCX Group takes reasonable steps to ensure that the Software is free from computer viruses but advises Customer to use its own virus-checking procedures.

i. Export Requirements. Customer may not export or re-export the Software or any copy or adaptation in violation of any applicable laws or regulations.

j. U.S. Government Restricted Rights. The Software and Documentation have been developed entirely at private expense. They are delivered and labeled "commercial computer software" as defined in DFARS 252.227-701 1988), DFARS 252.211-7015 (May 1991) or DFARS 252.227-7014 (as a "commercial item" as defined in FAR 2.101(a); or as "Restricted software" as defined in FAR 52.227-19 (Jun. 1987) (or any equivalent regulation or contract clause), whichever is applicable. Customer has rights provided for such software and documentation by the application of DFARS clause or the NCX Group software agreement for the product involved.

8. ELECTRONIC DATA:

a. Orders, notices and additional messages (including but not limited to acknowledgements, acceptances and rejections) submitted electronically or by phone have the same legal effect, validity and enforceability as if it were submitted in writing. If this Agreement or local law requires in be in writing, such requirement is deemed to have been met by elements of messages generated, sent, received, stored or otherwise processed in connection with this Agreement.

b. Customer acknowledges and agrees that temporary interruptions of this Service may occur from time to time. NCX Group shall exercise reasonable care to prevent or minimize such interruptions.

c. NCX Group shall not be liable to Customer for any failure or delay in receiving or transmitting data, or for any loss of or corruption to any data arising in connection with this Agreement.

9. INTELLECTUAL PROPERTY:

a. All pre-existing rights of ownership, copyright or any other intellectual property rights remain unaffected and except as expressly provided nothing in the Services shall operate as a transfer or license of such.

b. All copyright and all other intellectual property rights in all reports, specifications, data, materials and all documents of whatever nature, whatever media delivered, created, provided or otherwise produced by NCX Group (whether in conjunction with Customer or otherwise) during the course of the Service ("Documentation") shall be retained by NCX Group but Customer shall have exclusive license to use such Documentation solely for the purpose of the Service. Customer shall not otherwise use, copy, distribute or modify the Documentation.

c. NCX Group shall be under no restriction whatsoever in respect of using the expertise, knowledge and know how created, developed or gained, directly or indirectly, as a result of the Services, for and on behalf of other customers and/or potential customers.

10. CONFIDENTIALITY:

a. For the purpose of this Agreement, "Confidential Information" shall mean information relating to the Services whether technical or commercial, without limitation, all specifications, drawings, designs and computer programs or other information, data and materials disclosed or otherwise acquired by the parties in whatever media or form and, where practicable, clearly marked or designated by the disclosing party as being confidential.

b. Each party shall protect against unauthorized disclosure the Confidential Information of the other party by using the same degree of care as used to preserve and safeguard its own confidential information of a similar nature being at least a reasonable degree of care. The disclosing party warrants that it has the right to disclose the Confidential Information it releases to the receiving party pursuant to this Agreement.

c. The obligations set out in this Clause 10 shall not apply to Confidential Information which the receiving party can demonstrate:

i. is or becomes publicly known other than through breach of paragraph 10; or
ii. is in possession of the receiving party prior to disclosure by disclosing party; or
iii. is received by the receiving party from an independent third party which has full right of disclosure; or
iv. is independently developed by the receiving party.

d. NCX Group may pass Confidential Information to NCX Group subsidiaries, affiliates and partners in which event these companies may only use the Confidential Information to the same extent as NCX Group is permitted to do hereunder.

e. Except as provided in Section 10.c, the obligation of confidentiality will continue for 2 (two) years from termination or completion of this Agreement.

11. MISCELLANEOUS:

a. Service Interruptions: Customer understands and agrees that temporary interruptions of services provided by NCX Group may occur from to time to time as normal events. NCX Group agrees to exercise reasonable care to such occurrences. However, under no circumstances will NCX Group be liable for financial or other damages due to such interruptions.

b. NCX Group may provide the same or similar services to other customers.

c. Customer may not assign or transfer (in whole or in part) any rights or obligations hereunder without NCX Group's prior written consent. NCX Group reserves the right in its sole discretion to appoint and use sub-contractors.

d. Customer may not export or re-export the Software or any copy of which is in violation of any applicable laws or regulations. If Customer exports or imports products, technology or technical data purchased from NCX Group, Customer assumes responsibility for complying with applicable laws and regulations and for obtaining required export and import authorization. NCX Group may suspend performance of Services if Customer is in violation of applicable laws and regulations.

e. NCX Group's failure to exercise any of its rights shall not constitute, or be determined to constitute, a waiver or forfeiture of such rights.

f. Any disputes arising in connection with this Agreement shall be governed by the laws of the State of Nevada.

g. This Agreement and any terms set out in the Order for Services provided on NCX Group's online Website constitute the entire understanding between the parties and shall supersede any previous communication, representation or agreements, whether oral or written relating to the Services. Other Services on the Web site are governed by the privacy and legal portions of the Web site. By entering into this Agreement Customer agrees to comply with these Terms and any other terms specified on the Web site. If there is a conflict between this Agreement and the web site Terms, this Agreement shall prevail. No change to the Agreement will be valid unless agreed in writing by an authorized representative of NCX Group except that NCX Group reserves the right to make reasonable changes to the Agreement and the Services which in NCX Group's reasonable opinion will make Services more effective.

12. NCX Group Alert Disclosure and Waiver:

NCX Group Alert and Vulnerability Management System ("Service") is an information distribution and workflow service intended to provide Customer with information regarding computer and network vulnerabilities and internet based vulnerability alert self-management and reporting. NCX Group obtains the information from partners, and by searching sources including but not limited to mailing lists, bulletin boards, databases, and other offline sources of information about computer vulnerabilities.

NCX Group makes no representations or warranties of any kind with respect to the Service. NCX Group does not warrant or represent that it has tested or verified the accuracy of the information provided or accessed by the Customer. NCX Group does not endorse or make any representations or warranties regarding the information or any results that may be obtained from using the information. NCX Group disclaims all responsibility or liability for the (i) accuracy, content completeness, legality, operability or availability of information provided by the Service or (ii) the deletion, misuse or untimely delivery of any such information. NCX Group shall not be responsible or liable for any damages resulting from Customer's use of the Service.

The Service is not intended to report on all computer viruses or worms. NCX Group strongly recommends that Customer utilize Anti-Virus software with automated update features.

The terms of this Disclaimer shall be supplemental to the Terms and Conditions of Service between NCX Group and Customer ("Terms and Conditions"). In the event of any conflict between the Terms and Conditions and this Disclaimer, the terms hereof shall prevail. Notwithstanding the foregoing, all limitations in the Terms and Conditions regarding the liability of NCX Group shall override the matters in this Disclaimer.

Customer acknowledges and agrees to the above terms and conditions.