Terms of Service

Last Updated 5 September 2013

Acceptance of Terms; Changes

The Site is made available to you by Exelis subject to your acceptance of the Terms. If you do not wish to be bound by the Terms, Exelis is unwilling to allow you to use or access the Site. When using any Services (as defined below), you agree that you are subject to any additional posted guidelines, rules, terms, and/or conditions applicable to such Services, which are hereby incorporated into the Terms by reference.

We reserve the right to, from time to time, make changes to the Terms in our sole discretion, whether in whole or in part, for any reason. The most recent version of the Terms will always be posted to the Site. If we do make any changes, we will also update the “Last Updated” legend at the top of the Terms and we may provide you with other forms of notice as well. Changes to the Terms will become effective when we post the revised Terms to the Site. By continuing to interact with the Site following such changes, you are accepting and agreeing to be bound by the revised Terms. We encourage you review the Terms periodically to ensure that you understand your rights and obligations in connection with your use of the Site.

Exelis also reserves the right, at any time and from time to time, temporarily or permanently, in whole or in part, to: modify or discontinue the Site, with or without notice; charge fees in connection with the use of the Site; modify and/or waive any fees charged in connection with the Site; and offer opportunities to some or all users of the Site. You agree that neither we nor any of our affiliates, subsidiaries, or operating divisions (collectively, “Affiliated Entities”) shall be liable to you or to any third party for any modification, suspension, or discontinuance of the Site, in whole or in part, or of any Service, content, feature, or product offered through the Site. Your continued use of the Site after such changes will indicate your acceptance of those changes.

Jurisdictional Issues

The Site is controlled and operated by Exelis (or by third-party service providers on Exelis’ behalf) from the United States, and is not intended to subject us to the laws or jurisdiction of any state, country, or territory other than that of the U.S. We do not represent or warrant that the Site or any part thereof is appropriate or available for use in any particular jurisdiction other than the U.S. In choosing to access the Site, you do so on your own initiative and at your own risk, and you are responsible for complying with all local laws, rules, and regulations. You may be subject to U.S. export controls and are responsible for any violations of said controls, including any U.S. embargoes or other federal rules and regulations restricting exports. We may limit the Site's availability, in whole or in part, to any person, geographic area, or jurisdiction we choose, at any time and in our sole discretion.

Description of the Services

We may provide users of the Site with access to certain content and services related to our business operations, including: (i) services such as weather imaging and monitoring functionality, events calendars, news and press releases, registration functionality, tools, photos, video, résumé submission functionality, links to third party websites, and other similar services; and (ii) content such as audio and/or video clips, photographs, graphics, images, text, data, opinions, postings, messages, and other similar content (collectively, the "Services").

The Services involving weather imaging, monitoring, or similar functionality are based on an emerging technology advisory service designed to provide decision-makers with insight and vigilance. However, it is important to note that current site conditions may differ from displayed images due to a variety of reasons, such as rapidly changing weather patterns, image update frequency, and optical distortion. You expressly acknowledge and agree that such images are exclusively intended for use as a supplemental product to improve situational awareness. IT IS IMPERATIVE THAT USERS DO NOT RELY ON WEATHER IMAGING OR MONITORING FUNCTIONALITY AVAILABLE THROUGH THE SITE AS A WARNING OR ALARM VEHICLE UNDER ANY CIRCUMSTANCES. The National Weather Service (NWS) is the official weather warning authority for the citizens of the United States of America.

Information Submitted Through the Site

Any submission of information on or through the Site is governed by Exelis’ Website Privacy Policy http://www.exelisinc.com/company/Pages/Privacy-Policy.aspx (the “Policy”), which is hereby incorporated into the Terms by reference. You represent and warrant that any information you provide in connection with your use of the Site is and shall remain true, accurate, and complete, and that you will maintain and update such information regularly. You further acknowledge and agree that if any information you provide is false, inaccurate, obsolete, incomplete, or otherwise violates the Terms, we may terminate your use of the Site and/or any Service, content, feature, or product offered through the Site.

Rules of Conduct

You must respect the rights and dignity of others and comply with applicable laws, rules, and regulations at all times when using the Site. Your use of the Site is conditioned on compliance with the Terms, including the rules set forth in this Section 5 (the “Rules of Conduct”). Failure to adhere to the Rules of Conduct may result in termination of your access to the Site.

By accessing the Site, you agree that you will not:

Additionally, you acknowledge and agree that you (and not Exelis) are responsible for: (i) obtaining and maintaining all telecommunications, broadband, and computer hardware, equipment, and services needed to access and use the Site; and (ii) paying all charges related thereto.

Products, Content, & Specifications

Descriptions and images of, and references to, third-party products or services available in connection with the Site do not imply Exelis’ endorsement of such third-party products or services. All descriptions, images, references, features, content, specifications, products, and prices of products and services described or depicted on this Site are subject to change at any time, with or without prior notice. Certain measurements and similar descriptions are approximate and are provided for convenience purposes only.

Exelis reserves the right, with or without prior notice, to: (i) discontinue or limit the available quantity of any product or service; (ii) honor or impose conditions on the honoring of any coupon, coupon code, promotional code, or other similar promotion; and/or (iii) refuse to provide any user with any product or service.

Accuracy of Information

We attempt to ensure that information on this Site is complete, accurate, and current. Despite our efforts, the information on this Site may occasionally be inaccurate, incomplete, or out of date. We make no representation as to the accuracy or correctness of any information on this Site.

Registration; User IDs & Passwords

You may be required to register with Exelis in order to obtain a User ID and password necessary to access certain Services or areas of the Site. With respect to any such registration, we may refuse to grant you and you may not use any User ID that: (i) is already being used by someone else; (ii) may be construed as impersonating another person; (iii) belongs to another person; (iv) personally identifies you; (v) violates the intellectual property or other rights of any person; (vi) is offensive; or (vii) we reject for any other reason in our sole discretion.

Your User ID and password are for your personal use only, and not for use by any other person. You are responsible for maintaining the confidentiality of any password you may use to access the Site, and agree not to transfer your password or User ID, or to otherwise lend or transfer your use of or access to the Site, to any third party. You are fully responsible for all interaction with the Site that occurs in connection with your User ID or password. You agree to immediately notify Exelis of any unauthorized use of your User ID or password or any other breach of security related to your account or the Site, and to ensure that you log-off from your account (if applicable) at the end of each session. We are not liable for any loss or damage arising from your failure to comply with any of the requirements set forth in the Terms, including the foregoing obligations.

License

For purposes of clarity, you retain ownership of any information, content, and/or materials you submit through the Site (each, a “Submission”). However, please note that we need certain rights to your Submissions to be able to make them available on the Site. As such, you hereby grant to Exelis, the Affiliated Entities, and their respective service providers and designees a worldwide, non-exclusive, transferable, sublicenseable (through multiple tiers), royalty-free, perpetual, irrevocable right and license, without compensation to you, to: use, reproduce, distribute, adapt (e.g., edit, modify, translate, reformat, etc.), create derivative works of, transmit, publicly display, and publicly perform such Submission, in any media now known or hereafter developed. This license is non-exclusive (so you can license your Submissions to others), worldwide (as the Internet is global in its reach), fully-paid up and royalty-free (so that we do not have to pay you for posting your Submissions), sublicenseable through multiple tiers (so that we can use our service providers and subcontractors to provide Services).

For each Submission, you represent and warrant that: (i) you have all rights necessary for you to grant the licenses discussed in this section of the Terms; and (ii) both the Submission and your provision thereof to and through the Site otherwise comply with the Terms and all applicable laws, rules, and regulations. You further irrevocably waive any “moral rights” or other rights with respect to attribution of authorship or integrity of materials regarding each Submission that you may have under any applicable law under any legal theory. We request this waiver to help ensure that we have all the rights we may need to provide the Services available through the Site.

Monitoring

Exelis, the Affiliated Entities, and their respective employees, officers, directors, shareholders, affiliates, agents, representatives, licensors, suppliers, and service providers (collectively, the “Related Parties”) reserve the right, but do not assume the responsibility, to review, delete, edit, or otherwise alter all Submissions in any manner they see fit. We may remove any Submissions that we deem, in our sole discretion, to be inappropriate, offensive, or otherwise in violation of the Terms. However, we can neither review nor ensure prompt removal of all objectionable Submissions. Accordingly, Exelis, the Affiliated Entities, and the Related Parties assume no liability for any action or inaction regarding Submissions submitted by third parties. We are not liable or responsible to anyone for the performance or non-performance of any of the above activities.

We also reserve the right to access, read, preserve, and disclose any Submissions that we reasonably believe is necessary to (i) satisfy any applicable law, regulation, legal process, or governmental request; (ii) enforce the Terms, including investigations of potential violations hereof; (iii) detect, prevent, or otherwise address fraud, security, or technical issues; (iv) respond to support requests; (v) protect the rights, property, or safety of Exelis, the Affiliated Entities, the Related Parties, users of the Site, and/or the general public; or (vi) achieve any other goal or purpose. You expressly acknowledge and agree that we will not be liable or responsible for the exercise or non-exercise of our rights under the Terms.

Our Proprietary Rights

The information and materials made available through the Site, including the Services: (i) are and shall remain the property of Exelis, the Affiliated Entities, and/or the Related Parties (as applicable); and (ii) are protected by copyright, trademark, patent, and/or other proprietary rights and laws. Subject to your compliance with the Terms, and solely for so long as you are permitted by Exelis to access and use the Site, you may view one (1) copy of any content on the Site to which we provide you access hereunder on any single computer solely for your personal, non-commercial home use, provided that you keep intact all copyright and other proprietary notices. Except as expressly authorized in prior written form by the holder of the relevant proprietary rights, you agree not to reproduce, modify, rent, lease, loan, sell, distribute, or create derivative works based on (whether in whole or in part), all or any part of the Site or any materials made available through the Site.

All trademarks and service marks on the Site not owned by Exelis are the property of their respective owners. The trade names, trademarks, and service marks owned by Exelis, the Affiliated Entities, and/or the Related Parties, whether registered or unregistered, may not be used in connection with any product or service that is not ours, in any manner that is likely to cause confusion. Nothing contained on the Site should be construed as granting (whether by implication, estoppel, or otherwise) any license or right to use any of the trade names, trademarks, or service marks of Exelis, the Affiliated Entities, and/or the Related Parties without the express prior written consent of the holder of the relevant proprietary rights.

Third-Party Websites and Services

The Site may contain links to websites and/or other online content that is owned and operated by third parties. Exelis has no control over such websites and services, and they may provide links to the Site with or without our authorization. Accordingly, you expressly acknowledge and agree that Exelis, the Affiliated Entities, and the Related Parties: (i) are not responsible for the availability of such third-party websites or services (or for any links from such websites or services to the Site); (ii) do not endorse and are not responsible or liable for any content, advertising, products, or other materials available on or through such third-party websites or services; and (iii) shall not be liable for any loss or damages incurred in connection therewith.

YOU AGREE THAT YOUR USE OF THIRD PARTY WEBSITES AND RESOURCES (INCLUDING ANY CONTENT, INFORMATION, DATA, ADVERTISING, PRODUCTS, OR OTHER MATERIALS AVAILABLE ON OR THROUGH SUCH WEBSITES AND RESOURCES) IS AT YOUR OWN RISK AND IS SUBJECT TO THE TERMS AND CONDITIONS OF USE APPLICABLE TO SUCH WEBSITES AND RESOURCES.

Exelis shall have the right, at any time and in its sole discretion, to block links to the Site through technological or other means without prior notice.

Promotions

You may be provided with the opportunity to participate in contests, sweepstakes, surveys, games, or similar promotions made available through the Site (collectively, "Promotions"). Please note that such Promotions may be governed by specific rules that are separate from the Terms. By choosing to participate in a Promotion, you will become subject to any additional applicable rules and they may differ from those explained in the Terms. We encourage you to review any relevant rules and conditions – including all applicable privacy policies – prior to participating in a Promotion.

Disclaimer of Warranties

EXELIS, THE AFFILIATED ENTITIES, AND/OR THE RELATED PARTIES PROVIDE THE SITE AND ANY RELATED PRODUCTS OR SERVICES (INCLUDING THIRD-PARTY PRODUCTS OR SERVICES) ON AN “AS IS” AND “AS AVILABLE BASIS,” WITHOUT MAKING ANY WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY. TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW AND WITHOUT LIMITING THE FOREGOING, EXELIS, THE AFFILIATED ENTITIES, AND THE RELATED PARTIES SPECIFICALLY DISCLAIM ANY AND ALL WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUALITY OF INFORMATION, QUIET ENJOYMENT, NON-INFRINGEMENT, AND TITLE.

YOU AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE ENTIRE RISK ARISING OUT OF YOUR ACCESS TO AND USE OF THE SITE AND ANY RELATED PRODUCTS OR SERVICES (INCLUDING THIRD-PARTY PRODUCTS AND SERVICES) OBTAINED THROUGH THE SITE REMAINS ENTIRELY WITH YOU, INCLUDING ANY RELIANCE ON THE ACCURACY, COMPLETENESS, OR USEFULNESS OF ANY MATERIALS AVAILABLE THROUGH THE SITE. NEITHER EXELIS, THE AFFILIATED ENTITIES, NOR THE RELATED PARTIES WARRANT THAT THE SITE OR RELATED CONTENT OR SERVICES WILL BE UNINTERRUPTED OR ERROR FREE; NOR DO THEY MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SITE, THE SERVICES, OR ANY INFORMATION CONTAINED THEREIN.

Limitation of Liability

YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT NEITHER EXELIS, THE AFFILIATED ENTITIES, THE RELATED PARTIES, NOR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE SITE AND RELATED PRODUCTS OR SERVICES WILL BE RESPONSIBLE OR LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, PUNITIVE, OR OTHER DAMAGES WHATSOEVER (INCLUDING THOSE RESULTING FROM LOST PROFITS, DATA, GOODWILL, OR BUSINESS INTERRUPTION) ARISING OUT OF OR RELATING IN ANY WAY TO THE TERMS, OR FROM THE USE OR INABILITY TO USE THE SITE OR RELATED PRODUCTS OR SERVICES, OR FROM ANY COMMUNICATIONS, INTERACTIONS, OR MEETINGS WITH (OR CONTENT POSTED BY) EXELIS OR THIRD PARTIES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOU FURTHER AGREE THAT YOUR SOLE AND EXLUSIVE REMEDY FOR DISSATISFACTION WITH THE SITE AND ANY RELATED PRODUCTS OR SERVICES IS TO STOP USING THE SITE AND/OR RELEVANT PRODUCTS OR SERVICES. THE MAXIMUM AGGREGATE LIABILITY OF EXELIS, THE AFFILIATED PARTIES, AND THE RELATED PARTIES FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION SHALL BE THE TOTAL AMOUNT, IF ANY, PAID BY YOU TO EXELIS TO ACCESS AND USE THE SITE.

While we try to maintain the integrity and security of the Site and the servers from which the Site is operated, we do not guarantee that the Site will be or remain secure, complete or correct, or that access to the Site will be uninterrupted. The Site may include inaccuracies, errors, and materials that violate or conflict with the Terms. Additionally, third parties may make unauthorized alterations to the Site. If you become aware of any unauthorized third-party alteration to the Site, contact us http://exelishelios.com/about/contact with a description of the material(s) at issue and the URL or location on the Site where such material(s) appear.

Indemnity

You specifically agree to defend, indemnify, and hold harmless Exelis, the Affiliated Entities, and the Related Parties from and against any and all claims, suits, proceedings, disputes, demands, liabilities, damages, losses, costs, and expenses (including reasonable legal fees) arising out of or otherwise related to: (i) your use of, access to, interaction with, or activities in connection with the Site (including all Submissions and Transactions); or (ii) your violation of the Terms.

Termination

The Terms are effective until terminated. Exelis, in its sole discretion, may terminate your access to or use of the Site and/or the Services, at any time and for any reason, including if Exelis believes that you have violated or acted inconsistently with the letter or spirit of the Terms. Your right to use the Site will immediately cease upon any such termination. You agree that any termination of your access to or use of the Site and/or the Services may be effected without prior notice, and that Exelis may immediately deactivate or delete your User ID and password, and all related information and files associated with it, and/or bar any further access to such information or files. You agree that Exelis, the Affiliated Entities, and the Related Parties shall not be liable to you or any third party for any termination of your access to the Site or to any such information or files, and shall not be required to make such information or files available to you after any such termination. Sections 2, 6, 7, 9, 11, 14-18, 20, and 22-24 of the Terms shall survive any such expiration or termination.

Governing Law; Jurisdiction

The Terms shall be governed by and construed in accordance with the laws of the State of New York, U.S.A., without regard to its principles of conflicts of law. In the event of any dispute or claim arising out of or in any way related to the Site, the Services, and/or the Terms, you agree to exclusive jurisdiction of the federal and state courts located in the Western District of New York, and you expressly waive any jurisdictional, venue, or inconvenient forum objections to such courts.

Contact Us

If you have any questions or comments about these Terms or their application to your use of the Site, please contact us by telephone at +1 703 790 6300 and ask for the office of the General Counsel. You may also reach us by writing to us at the following address:

Exelis Headquarters 1650 Tysons Blvd. Suite 1700 McLean, VA 22102 tel +1 703 790 6300 fax +1 703 790 6360 http://www.exelisinc.com

Please be sure to include your name, address, and e-mail address in any correspondence to us so that we can strive to respond to your inquiry in a timely manner. You should also be aware that e-mail communications will not necessarily be secure; accordingly you should not include credit card information or other sensitive information in your e-mail correspondence with us.

Filtering

Pursuant to 47 U.S.C. Section 230(d) as amended, we hereby notify you that parental control protections (such as computer hardware, software, or filtering services) are commercially available that may assist you in limiting access to material that is harmful to minors. Information identifying current providers of such protections is available on the GetNetWise (http://kids.getnetwise.org/) and OnGuard Online (http://onguardonline.gov/) websites. Please note that we do not endorse any of the products or services listed at such websites.

Notice for California Residents

Under California Civil Code Section 1789.3, California users are entitled to the following consumer rights notice:

If you have a question or complaint regarding the Site, you may contact us using the following:

Exelis Headquarters
1650 Tysons Blvd. Suite 1700
McLean, VA 22102
tel +1 703 790 6300 (ask for the office of the General Counsel)
fax +1 703 790 6360

California residents may reach the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by mail at 1625 North Market Blvd., Sacramento, CA 95834, or by telephone at (916) 445-1254 or (800) 952-5210.

Forward-Looking Statements

Statements in any news release of Exelis contained on the Site or communicated orally or in writing that concern Exelis or Exelis’ management and are not historical facts are “Forward-Looking Statements.” Forward-Looking Statements might include, for example, statements that: (i) include the words “believes,” “expects,” “anticipates,” “estimates,” or words of similar importance or meaning with reference to Exelis or Exelis’ management; (ii) are specifically identified as forward-looking; (iii) describe any of Exelis’ plans, objectives, or goals for future operations and products; or (iv) concern the characteristics and growth of Exelis’ markets or customers or Exelis’ expected liquidity and capital resources.

Forward-Looking Statements are only predictions involving important factors and risks that may cause actual results to differ materially from those discussed in any Forward-Looking Statement. Those important factors and risks might include, for example, economic, competitive, governmental, and technological factors affecting Exelis’ operations, markets, products, services, and prices. Important factors and risks are described in the current Exelis annual report filed with the SEC, and may be detailed from time to time in additional reports and other filings of Exelis filed with the SEC. Copies of the most recent reports and other filings of Exelis can be accessed through the SEC EDGAR system located at www.sec.gov or may be obtained at no charge from Exelis. Exelis expressly disclaims any obligation or responsibility to update or revise or supplement any Forward-Looking Statement in any news release or generally to any extent.

Claims of Copyright Infringement

The Digital Millennium Copyright Act of 1998 (the “DMCA”) provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under U.S. copyright law. If you believe in good faith that materials available on the Site infringe your copyright, you (or your agent) may send us a notice requesting that we remove the material or block access to it. If you believe in good faith that someone has wrongly filed a notice of copyright infringement against you, the DMCA permits you to send a counter-notice to Exelis. Notices and counter-notices must meet the then-current statutory requirements imposed by the DMCA. See http://www.copyright.gov/ for details. Notices and counter-notices should be sent to:

Thomas M. Blasey
Deputy General Counsel
Chief IP Counsel
Exelis Inc.
1650 Tysons Blvd., Suite 1700
McLean, Virginia 22102
Phone: (703) 790-6314
E-mail: tom.blasey@exelisinc.com

We suggest that you consult your legal advisor before filing a notice or counter-notice.

Ability to Enter Into This Agreement

By accessing and/or using the Site or the Services, you affirm that you are of legal age to enter into the Terms or, if you are not, that you have obtained any necessary parental or guardian consent to enter into the Terms.

Miscellaneous

The Terms do not, and shall not be construed to, create any partnership, joint venture, employer-employee, agency, or franchisor-franchisee relationship between you and Exelis. If any provision of the Terms is found to be unlawful, void, or for any reason unenforceable, that provision will be deemed severable from the Terms and will not affect the validity and enforceability of any remaining provisions. You may not assign, transfer, or sublicense any or all of your rights or obligations under the Terms without the express prior written consent of Exelis. We may assign, transfer, or sublicense any or all of our rights or obligations under the Terms without restriction. No waiver by either party of any breach or default hereunder will be deemed to be a waiver of any preceding or subsequent breach or default. Any heading, caption, or section title contained herein is inserted only as a matter of convenience, and in no way defines or explains any section or provision hereof. These Terms, together with all policies referred to herein, represent the entire agreement between you and Exelis relating to the subject matter hereof and supersede any and all prior or contemporaneous written or oral agreements or understandings between you and Exelis relating to such subject matter. Notices to you may be made via posting to the Site, by e-mail, or by regular mail, in our sole discretion. We may also provide notices of changes to the Terms or other matters by displaying or providing links to such notices on the Site. You agree that a printed version of the Terms and/or any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to the Terms to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. Exelis will not be responsible for failures to fulfill any obligations due to causes beyond its control.