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Membership Agreement/Acceptable
Use Policy
Digidyne, Inc. (hereinafter "WE" or
"US"), provides an information service (hereinafter "OUR Service")
which consists of (a) computing and information services, software,
information and other content provided by US; and (b) access to
information, software, and other content provided by parties other
than US (collectively, "Third Party Content"). The terms of this
Membership Agreement and the terms of any Acceptable Use Policy
published over OUR Service constitute the entire and only agreement
(collectively, the "Agreement") between US and the individual executing
this Agreement, (hereinafter "YOU"), with respect to OUR Service
and supersedes all other communications and agreements with regard
to the subject matter hereof. By Your acceptance of the terms set
forth herein and/ or by your use of OUR Service, you agree to the
terms and conditions of the Agreement, including any changes posted
over OUR Service, as provided in paragraph 2.
WE may change this Membership Agreement,
the Acceptable Use Policy or prices, without prior notice, by posting
the changes over OUR Service. WE may discontinue or revise any or
all other aspects of OUR Service at OUR sole discretion and without
prior notice.
YOUR right to access and use OUR Service
belongs only to YOU, is not transferable, and may be subject to
other limits established by US, or by YOUR credit card company if
that is YOUR method of payment. If you permit others to access OUR
Service through use of Your password or access code, YOU DO SO AT
YOU OWN RISK. YOU ARE SOLELY RESPONSIBLE FOR ALL ACTIVITY THROUGH
OUR SERVICE UNDER YOUR USER NAME AND PASSWORD.
YOU agree to indemnify and hold US
and all persons, firms, or entities providing services to US, (including
but not limited to OUR remote access providers, dial-up service
providers, and others providing communications services or equipment
to US) ( hereinafter called "Communication Services Providers")
harmless against any and all claims, causes of action, damages,
expense, or other liabilities, (including but not limited to reasonable
attorneys fees) arising out of any and all use of YOUR account.
YOU must supply all necessary equipment
to access OUR Service (e.g., telephone lines, modems, or ISDN/TA's,
etc.).
YOU shall pay, in accordance with
the provisions of the Billing Option selected by YOU, any registration
or monthly fees, connect time charges, minimum charges and other
charges incurred by YOU at the rates in effect for the billing period
in which those charges are incurred, including, but not limited
to, charges for any purchases made through OUR Service and any surcharges
incurred while using any supplemental networks or services other
than OUR Service. YOU shall pay all applicable taxes relating to
use of the Service by YOU. YOU shall be responsible for all use
of OUR Service accessed through YOUR password(s).
YOU EXPRESSLY AGREE THAT USE OF OUR
SERVICE IS AT YOUR SOLE RISK. NEITHER WE NOR ANY OF OUR COMMUNICATION
SERVICES PROVIDERS, INFORMATION PROVIDERS, LICENSORS, EMPLOYEES,
OR AGENTS WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR
FREE; NOR DO WE OR ANY OF OUR COMMUNICATION SERVICE PROVIDERS, INFORMATION
PROVIDERS, LICENSORS, EMPLOYEES OR AGENTS MAKE ANY WARRANTY AS TO
THE RESULTS TO BE OBTAINED FROM USE OF OUR SERVICE. OUR SERVICE
IS DISTRIBUTED 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. NEITHER WE NOR ANYONE ELSE
INVOLVED IN CREATING, PRODUCING OR DELIVERING OUR SERVICE SHALL
BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL
DAMAGES ARISING OUT OF USE OF OUR SERVICE OR INABILITY TO USE OUR
SERVICE OR OUT OF ANY BREACH OF ANY WARRANTY. YOU EXPRESSLY ACKNOWLEDGE
THAT THE PROVISIONS OF THIS PARAGRAPH SHALL ALSO APPLY TO THE THIRD
PARTY CONTENT.
Except as expressly permitted in the
Acceptable Use Policy, or except as expressly permitted by the licensor
of the information or software received, YOU may not reproduce,
redistribute, retransmit, publish or otherwise transfer, or commercially
exploit, any information, software or other content which YOU receive
through OUR Service.
The provisions of paragraphs 7 and
8 are for the benefit of US and OUR respective Communication Services
Providers, Information Providers, Licensors, Employees, and Agents;
and each shall have the right to assert and enforce such provisions
directly on their own behalf.
Subject to the terms of this Agreement,
WE grant to YOU a personal, non-exclusive, nonassignable and nontransferable
license to use and display the software provided by US for purposes
of accessing OUR Service (hereinafter the "Software") on any machine(s)
of which YOU are the primary user. Unauthorized copying of the Software,
including software that has been modified, merged or included with
the Software, or the written materials associated therewith, is
expressly forbidden. YOU may not sublicense, assign or transfer
this license or the Software. Any attempt to sublicense, assign
or transfer any of the rights, duties or obligations under this
license is void.
This Agreement is, and shall be, governed
by and construed in accordance with the laws of the State of Alabama,
applicable to agreements, made and performed in Alabama. Any cause
of action YOU may have with respect to OUR Service must be instituted
within one year after the claim or cause of action has arisen or
it will be barred.
If YOUR account is a qualified account
approved by US for billing, charges for the services provided under
this Agreement will be accumulated and identified by User ID Number
and will normally be invoiced following the end of the month in
which the Service is provided. Terms of payment on all charges are
net, ten (10) days in the currency in which billed. If any payment
due hereunder is not made by YOU within thirty (30) days after the
invoice date, late charges of two and one-half percent (2½%) per
month shall be due and payable with respect to such payment, until
payment is received, and WE may, in addition, at OUR sole discretion
and without notice to YOU, (a) suspend OUR performance under this
Agreement and YOUR access to and use of OUR Service, or (b) terminate
this Agreement and YOUR access to and the use of OUR Service. For
accounts not approved by US for billing, YOU must provide payment
by credit card or direct debit.
WE may, in OUR sole discretion, cancel
this Agreement and/or terminate or suspend YOUR access to and use
of OUR Service at any time, for any reason, with or without notice.
YOU may terminate this Agreement and
YOUR account with US at any time and for any reason, said termination
to become effective upon the expiration of the monthly billing cycle
during which you give us notice of termination; provided that YOU
will remain responsible for any obligations then accrued, including
payment of charges for the entire monthly billing cycle during which
YOU cancel YOUR account.
BY YOUR ACCEPTANCE OF THE TERMS OF
THIS AGREEMENT, YOU HEREBY CERTIFY THAT YOU ARE OVER THE AGE OF
NINETEEN (19) YEARS; THAT YOU AR UNDER NO LEGAL DISABILITY; THAT
YOU HAVE READ AND UNDERSTAND THE FOREGOING TERMS AND CONDITIONS
OF THE MEMBERSHIP AGREEMENT AND THE ATTACHED ACCEPTABLE USE POLICIES
AND THAT YOU AGREE TO BE BOUND THEREBY AND TO COMPLY THEREWITH.
YOU FURTHER REPRESENT AND WARRANT THAT YOU HAVE ALL NECESSARY POWER
AND AUTHORITY TO ENTER INTO THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION,
ANY CREDIT CARD OR OTHER PAYMENT ARRANGEMENTS MADE IN CONNECTION
HEREWITH. YOU UNDERSTAND AND ACKNOWLEDGE THAT DIGIDYNE, INC. IS
AGREEING TO PROVIDE THE SERVICES DESCRIBED HEREIN, IN RELIANCE UPON
THESE REPRESENTATIONS AND THAT KNOWINGLY MAKING FALSE REPRESENTATIONS
CONSTITUTES FRAUD AND MAY CAUSE YOU TO BE SUBJECT TO CIVIL AND/OR
CRIMINAL SANCTIONS.
Digidyne, Inc., (hereinafter "WE" or "US") provides computer equipment,
software, Internet access, related materials and services to users for
use (hereinafter the "Service"). This right of use is non-transferable
and is only permitted in compliance with the policies detailed in this
document. THE CUSTOMER WHO EXECUTES THE MEMBERSHIP AGREEMENT IS SOLELY
AND ENTIRELY RESPONSIBLE FOR ALL USE OF HIS OR HER ACCOUNT. OUR CUSTOMERS
ARE RESPONSIBLE FOR PROTECTING THEIR USER NAME AND PASSWORD. USE OF
A CUSTOMER'S ACCOUNT BY ANY PERSON, IN VIOLATION OF ANY POLICY HEREIN
MAY RESULT IN DISCIPLINARY ACTION. WE do not monitor or control the
content of information provided through OUR service, or the activities
of our users on the Service, but WE reserve the right to investigate
such matters and to cooperate with law enforcement agencies in any investigation
relating to the use of OUR Service by users. WE also reserve the right
to change OUR policies or rights granted herein by publication of the
changes on OUR Service.
Personal Responsibility - Users agree
to take full responsibility for the use and security of their accounts.
Users agree that they will learn and abide by the principles of
good netiquette. Responsibilities include, but are not limited to:
protection of password and other security confidentiality, and increasing
one's personal knowledge of netiquette and the reasons behind it.
Bans include but are not limited to: propagation of chain letters.
Propagation of viruses and/or other destructive data, impersonation
of other users or netizens, destructive and/or invasive hacking/cracking
(see #8) and spamming. USERS WILL EXERCISE DISCRIMINATION IN HOW
THEY USE THE SERVICE MADE AVAILABLE BY US. USERS AGREE THAT THEY
MAY BE HELD FULLY RESPONSIBLE FOR ANY ILLEGAL OR IMPROPER USE OF
OUR SERVICE THROUGH THEIR ACCOUNT, WHETHER THEY, THEMSELVES OR OTHERS,
ACCESSED OUR SERVICE USING THEIR USERNAME AND PASSWORD. USER AGREES
TO ACCEPT FULL LEGAL LIABILITY FOR ALL ACTIONS ON OUR SERVICE UNDER
HIS OR HER USER NAME AND PASSWORD.
Compliance with Laws - User agrees
to comply with all applicable local, state, federal and international
laws and regulations (including, without limitation the U.S. Export
Administration Act) relating to transmission and use of content
on OUR NETWORK and the Internet.
Intellectual Property - User agrees
to not violate any use or other rights in computer software, any
trade secret, copyright, moral, mask work, patent, privacy or other
protectable proprietary or intellectual property rights of OURS
or any third party. Any required permissions must be obtained from
the owner of the applicable rights in writing, electronically on
OUR NETWORK, or by such permission being displayed on any work distributed.
Offensive Materials - User agrees
to not submit, publish, copy or display any defamatory, libelous,
slanderous, inaccurate, abusive, profane, obscene, sexually oriented,
sexually explicit, threatening, harassing, embarrassing, harmful,
hateful, racially or ethnically offensive or other similarly offensive
or illegal material through Our Service.
Illegal / Controlled Substances -
user shall not publicize, make available or encourage the use, sale
or other distribution of any illegal or controlled goods, services
or substances.
Commercial Use - User agrees to not
distribute unsolicited advertising promotional material or other
forms of solicitation except with written permission of OUR NETWORK.
User agrees to not coproduce, redistribute, retransmit, publish,
or otherwise distribute, or commercially exploit, any software,
information or other content received using OUR System, Network
or Internet except where permitted by the owner of the software,
information , or content.
Confidential Information - User shall
not disclose or otherwise distribute to any third party any information
not intended for general consumption including without limitation
electronic mail (E-Mail), financial, strategic, or other business
information which by its nature is not appropriate for public distribution.
User agrees that User will not have any right to privacy in any
communication using OUR System, Network or Internet.
Unauthorized Access - User shall not
access OUR or any third party computer systems, databases, networks
or any other third party information without proper authorization.
User shall not improperly restrict or inhibit access to OUR Network
or resources by authorized personnel, or otherwise interfere with
the normal operation of OUR or any third party computer system or
connection network.
User Passwords - User shall maintaining
the confidentiality of any password or access code permitting access
to OUR System, Network and/or Internet and shall be liable for any
harm resulting from disclosing, allowing disclosure, or from use
by any unauthorized person using User's password or access code.
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