Please read this Agreement carefully before accessing the Netpreneur Exchange Web site. As a condition to and in consideration of receiving and accessing the Netpreneur Exchange provided by the Morino Institute Netpreneur Program, the User agrees to be bound by the terms of this Agreement. Use of or access to the Netpreneur Exchange shall constitute acceptance of and agreement to be bound by this Agreement. IF YOU DO NOT WISH TO BE BOUND BY THIS AGREEMENT, DO NOT ACCESS THE NETPRENEUR EXCHANGE WEB SITE.
Netpreneur Exchange Access Agreement
THIS AGREEMENT ("Agreement") is entered into by and between the Morino Institute Netpreneur Program ("NP") and any individual, corporation, association, agency, company, or other entity who accesses or uses the Netpreneur Exchange (the "User" or "you").
The Netpreneur Exchange ("NE"), which is provided without charge to you, is a World Wide Web site on the Internet and the cornerstone of the NP. NE contains or may contain information, communications, opinions, text, graphics, links, electronic art, animations, audio, video, software, photos, music, sounds and other material and data (collectively, "Content") formatted, organized and collected in a variety of forms including directories, databases electronic mail services, and areas of NE that are generally accessible to Users, such as forums, chat areas, message boards, video and audio broadcast feeds, file databases, and online events ("Interactive Areas").
1. USER RIGHTS AND RESPONSIBILITIES
1.1 Access to NE. You are responsible for providing all hardware, software, telephone or other communications equipment and/or service to connect to the Internet and access the NE and are responsible for all Internet access charges, telephone charges or other fees or charges incurred in connecting to the Internet and accessing NE.
1.2 User Conduct. You agree to access and use NE only for lawful purposes. You are solely responsible for the knowledge of and adherence to any and all laws, statutes, rules and regulations, pertaining to (i) your use of NE, including any Interactive Area, (ii) the use of any networks or other services connected to NE, and (iii) the communications means by which you connect your modem, computer, or other equipment to NE. By accessing NE, you agree that you will not:
(1) post or use NE to commit a criminal offense or to encourage conduct that would constitute a criminal offense or give rise to a civil liability, or otherwise violate any local, state, Federal or international law, including but not limited to any federal or state securities law or the United States' export control laws and regulations;
(2) post or transmit any unlawful, harmful, threatening, abusive, libelous, harassing, defamatory, vulgar, obscene, pornographic, profane, or otherwise objectionable Content
(3) alter, damage or delete any Content or other communications that are not your own Content or to otherwise interfere with the ability of others to access NE;
(4) disrupt the normal flow of communication in a chat facility, forum, online event, or other Interactive Area;
(5) claim a relationship with or to speak for any business, association, institution or other organization for which you are not authorized to claim such a relationship;
(6) violate any operating rule, policy or guideline of your Internet access provider or online service; or
(7) post or transmit any unsolicited advertising, promotional materials, or other forms of solicitation to other Users, individuals or entities, except in those areas that are designated for such a purpose; provided, however, that you may not post or transmit by mass communications (whether by electronic, telephonic or direct mail means) any unsolicited advertising, promotional materials, or other forms of solicitation to other Users, individuals or entities or otherwise make available Content to third parties for such purposes.
2. INTELLECTUAL PROPERTY RIGHTS
2.1 Third Party Content Available on NE.
(a) You acknowledge that Content on NE is generally provided under license by Independent Content Providers ("ICP"), individual contributors of Content ("Contributors") and/or other Users. You acknowledge that NP permits access to Content that is protected by copyrights, trademarks, and other proprietary (including intellectual property) rights ("Intellectual Property Rights"), and that these Intellectual Property Rights are valid and protected in all media existing now or later developed and except as is explicitly provided below, your use of Content shall be governed by applicable copyright and other intellectual property laws. You acknowledge that NP owns a copyright in the "look and feel," i.e., the selection, coordination, arrangement and presentation of such Content.
(b) You may not modify, copy, reproduce, transmit, distribute, publish, create derivative works from, display or otherwise transfer or commercially exploit any of the Content, in whole or in part, provided, however, that you may (i) make a reasonable number of digital or other form of copies to permit your computer hardware and software to access and view the Content, (ii) print one copy of each piece of Content, (iii) make and distribute a reasonable number of copies of Content, in whole or in part, in hard copy or electronic form for internal use only. Any permitted copies of Content must reproduce in an unmodified form any notices contained in the Content, such as all Intellectual Property Right notices, and an original source attribution to "The Morino Institute Netpreneur Program Netpreneur Exchange" and its URL address. You acknowledge that NP, ICPs and/or Users remain the owners of the Content and that you do not acquire any Intellectual Property Rights by downloading or printing Content.
2.2 Content Provided by User.
You may upload to any Interactive Area or otherwise transmit, post, publish, reproduce or distribute, on or through NE only Content that is not subject to any Intellectual Property Rights, or Content in which any holder of Intellectual Property Rights has given express authorization for distribution over the Internet and on NE, without restriction whatsoever. Any Content submitted with the consent of a copyright owner other than you should contain a phrase such as "Copyright owned by [name of owner]; Used by Permission." By submitting Content to any Interactive Area, you automatically grant and/or warrant that the owner of such Content has expressly granted, NP and the ICP providing the Interactive Area the royalty-free, perpetual, irrevocable, non-exclusive right and license to use, reproduce, modify, adapt, publish, translate, create derivative works from, sublicense, distribute, perform, and display such Content, in whole or in part, worldwide and/or to incorporate it in other works in any form, media, or technology now known or later developed for the full term of any Intellectual Property Rights that may exist in such Content. You also permit any User to access, view, store and reproduce the Content for personal use.
3. INTERACTIVE AREAS
You acknowledge that Interactive areas are created, managed and administered by either an ICP, which is an independent third party, or NP. Additionally, NP may offer you and other Users the capability of creating and managing an Interactive Area . However, neither NP, its Charter Sponsors, the ICPs nor their respective directors, officers, employees and agents are responsible for Content within any Interactive Area. Your use and/or management of an Interactive Area will be governed by this Agreement and any additional rules or operating procedures of any Interactive Area established by you or an ICP, as applicable. You recognize that neither NP nor the ICPs can or intend to, screen communications in advance. Moreover, because NP encourages open and candid communication in the Interactive Areas, neither NP nor the ICPs can determine in advance the accuracy or conformance to this Agreement of any Content transmitted in an Interactive Area. Neither NP nor the ICPs are responsible for screening, policing, editing, reviewing or monitoring any Content in an Interactive Area. Notwithstanding the above, you agree that NP and/or an ICP has the right to monitor any Interactive Area, from time to time and to disclose any information as necessary to satisfy any law, regulation or other governmental request, to operate the Interactive Area, or to protect itself or other Users. If notified of Content that is alleged not to conform to this Agreement, NP and/or the ICP may investigate the allegation and determine in their sole discretion whether to remove or request the User to remove such Content. NP or the ICP reserves the right to prohibit conduct, communication or Content within an Interactive Area, which they deem in their discretion to (i) violate the then-standard provisions of this Agreement or any other standard, written NP or NE policy in effect at that time, (ii) be harmful to any User's, NP's, an ICP's, or other third parties' rights or, the charitable mission of NP, or (iii) violates applicable law , including without limitation, any federal or state securities laws.
The only right with respect to dissatisfaction with any policies, guidelines, or practices of NP in operating NE, or any change in Content, is for you to discontinue accessing NE. NP may terminate or temporarily suspend your access to all or any part of NE, without notice, for conduct that NP believes is a violation of this Agreement or any policies or guidelines posted by NP, or for other conduct which NP believes, in its sole discretion, is harmful to NP, other Users, the interests of its Charter Sponsors or in conflict with its charitable mission. NP may discontinue operating NE and terminate this Agreement without notice at any time for any reason in its sole discretion.
5. LINKS; Disclaimers Of Warranties; Limitations of Liability
5.1 Links. You understand that except for Content, products or services expressly available at NP's and the Charter Sponsors' Web sites, neither NP nor any of its Charter Sponsors or their respective directors, officers, employees, and agents controls, provides, or is responsible for any Content, goods or services available through sites on the Internet linked to or from NE. All such Content, goods and services are made accessible on the Internet by independent third parties and are not part of NE or controlled by NP or the Charter Sponsors. Neither NP nor the Charter Sponsors endorses nor is responsible for the accuracy, completeness, usefulness, quality or availability of any Content, goods or services available on any site linked to or from NE, which are the sole responsibility of such independent third parties, and your use thereof is solely at your own risk. Neither NP nor any of its Charter Sponsors or their respective directors, officers, employees, and agents, shall be held responsible or liable, directly or indirectly, for any loss or damage caused or alleged to have been caused by your use of or reliance on any Content, goods or services available on any site linked to or from NE or your inability to access the Internet or any site linked to or from NE.
5.2 Disclaimer of Warranties. Please use your best judgment in evaluating all information contained or opinions expressed on NE. It is NP's policy not to endorse or oppose any opinion expressed by a User or Content provided by an ICP, Contributor or other independent party. YOU EXPRESSLY AGREE THAT YOUR USE OF NE IS AT YOUR SOLE RISK. NEITHER NP NOR ANY OF ITS CHARTER SPONSORS OR THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, CONTRACTORS, AFFILIATES, ICPS, LICENSORS OR OTHER SUPPLIERS PROVIDING CONTENT, DATA, INFORMATION OR SERVICES WARRANTS THAT NE OR ANY INTERNET SITE LINKED TO OR FROM NE WILL BE UNINTERRUPTED OR ERROR FREE; NOR DO ANY OF THEM MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF NE OR ANY INTERNET SITE LINKED TO OR FROM NE OR AS TO THE TIMELINESS, SEQUENCE, ACCURACY, AUTHORITY, COMPLETENESS, USEFULNESS, NONINFRINGEMENT, RELIABILITY OR SUBSTANCE OF ANY CONTENT, INFORMATION, SERVICE, OR TRANSACTION PROVIDED THROUGH NE OR ANY SITE LINKED TO OR FROM NE. NE IS PROVIDED ON AN "AS IS," "AS AVAILABLE" BASIS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THOSE OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
5.3 Limitation of Liability. UNDER NO CIRCUMSTANCES SHALL NP, ITS CHARTER SPONSORS, OR THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS OR CONTRACTORS, BE LIABLE FOR ANY INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES UNDER OR ARISING FROM THIS AGREEMENT, NE OR ANY INTERNET SITE LINKED TO OR FROM NE, WHETHER FOR BREACH OF CONTRACT, TORTIOUS BEHAVIOR, NEGLIGENCE, OR UNDER ANY OTHER CAUSE OF ACTION, INCLUDING WITHOUT LIMITATION, ANY LIABILITY FOR DAMAGES CAUSED OR ALLEGEDLY CAUSED BY ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, ELECTRICAL SURGE/DAMAGE/INTERFERENCE, DELETION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS, COMMUNICATIONS LINE FAILURE, BREAKDOWN OF EQUIPMENT, SOFTWARE ERROR, INFRINGEMENT, UNAUTHORIZED ACCESS TO, OR THEFT, DESTRUCTION, ALTERATION, OR USE OF, RECORDS.
UNDER NO CIRCUMSTANCES SHALL NP, ITS CHARTER SPONSORS, OR THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS OR CONTRACTORS BE LIABLE TO YOU OR ANY OTHER THIRD PARTY FOR ANY DECISION MADE OR ACTION TAKEN BY YOU IN RELIANCE ON THE CONTENT CONTAINED WITHIN NE OR THE CONTENT CONTAINED WITHIN ANY INTERNET SITE LINKED TO OR FROM NE. THE CONTENT WITHIN NE AND THE CONTENT WITHIN INTERNET SITES LINKED TO OR FROM NE MAY INCLUDE TECHNICAL OR OTHER INACCURACIES OR TYPOGRAPHICAL ERRORS. CHANGES ARE PERIODICALLY ADDED TO THE CONTENT HEREIN; THESE CHANGES WILL BE INCORPORATED IN NEW VERSIONS OF NE AND SPECIFICALLY ARE INCLUDED IN THIS SECTION AGREEMENT. NP, ITS CHARTER SPONSORS, ICPS OR CONTRIBUTORS MAY MAKE IMPROVEMENTS AND/OR CHANGES IN THE CONTENT AT ANY TIME AND FROM TIME TO TIME.
You agree to indemnify and hold NP, its Charter Sponsors, ICPs, and their respective directors, officers, employees, and agents from any and all liabilities, claims and expenses, including reasonable attorneys' fees, arising from breach of this Agreement, any other policy, your use or access of NE or any Internet site linked to or from NE, or in connection with, the transmission of any Content on NE.
This Agreement and any other policies within NE, comprise the entire agreement between NP and you, and supersedes any prior agreements with respect to the subject matter herein. NP may revise this Agreement or any other policy at any time and from time to time, and such revision shall be effective two (2) days upon posting notice of such revision prominently on NE. You agree to review this Agreement periodically to be aware of such revisions. If any such revision is unacceptable to you, you must discontinue accessing NE. Your continued accessing and use of NE following notice of any such revision shall conclusively be deemed acceptance of all such revisions. The provisions of Sections 1.3, 2.1, 2.2, 5.1, 5.2, 5.3, 6 and 7 shall survive the termination or expiration of this Agreement. If any provision of this Agreement or any other policy be held invalid or unenforceable, that portion shall be construed in accordance with applicable law as nearly as possible to reflect the original intention of the parties and the remaining portions will continue in full force and effect.
NP's failure to insist upon or enforce strict performance of any provision of this Agreement shall not be construed as a waiver of any provision or right. This Agreement shall be governed by the laws of the Commonwealth of Virginia, excluding its conflict of laws rules, and you and NP each submit to the exclusive jurisdiction of the courts of the Commonwealth of Virginia. This Agreement is personal to you and you may not assign your rights or obligations thereunder to anyone. All logos, brand names, products, trademarks and service marks appearing herein may be the trademarks or service marks of their respective owners. References to any trademark, service mark and links to or from NE have been done strictly for clarification and identification and does not constitute endorsement by NP, the Charter Sponsors, ICPs, Contributors or other third parties of the products, services or information offered by the owner of such trademark, service mark or link or endorsement of NE by such trademark, service mark or link owner, except the Charter Sponsors and as otherwise indicated within NE.