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Our Services Agreement
1. Services
Provided. Junctionbox operates an online, computerized
interactive information, communication, and transaction system (the
"System") which provides access to the Internet. The term "Customer"
shall, when the context permits, include Customer's officers,
employees, agents and contractors.
2. No Interference. Customer shall not restrict
or inhibit any user of the System, or of another Internet service
provider or online service provider, from using and enjoying the
System or the Internet. Customer shall not abuse or fraudulently use
the System or the Internet in any way.
3. Content. Customer shall not post or transmit
any unlawful, unsolicited, threatening, abusive, libelous,
defamatory, profane or illegal material, or material containing
blatant expressions of bigotry, racism or hate, or otherwise
objectionable information of any kind, including without limitation
any transmissions constituting or encouraging conduct that would
constitute a criminal offense, give rise to civil liability, or
otherwise violate any local, state, national or international law or
regulation, including without limitation United States export
control laws and regulations.
4. No Harmful Transmissions. Customer shall not
post or transmit any information or software which contains a virus,
worm, cancelbot, trojan horse or other harmful component.
5. Protected Materials. Customer shall not
upload, post, publish, transmit, reproduce, or distribute in any
way, information, software or other material obtained through the
System which is protected by copyright or other proprietary right or
derivative works with respect thereto, without obtaining permission
of the copyright owner or rightholder and shall not upload, post,
publish, reproduce, transmit or distribute in any way any component
of the System itself or derivative works with respect thereto.
6. Right to Monitor and Control Content.
Junctionbox has no obligation to monitor information or material on
the System. However, Customer agrees that Junctionbox has the right
to monitor the System electronically from time to time and to
disclose any information as necessary to satisfy any law, regulation
or other governmental request, to operate the System properly, or to
protect itself or its users. Junctionbox will not intentionally
monitor or disclose any private electronic-mail messages unless
required by law. Junctionbox reserves the right (but is not
obligated) to refuse to post or to remove any information or
materials, in whole or in part, that, in Junctionbox's sole
discretion, are unacceptable, undesirable, or in violation of this
Agreement.
7. DISCLAIMER OF WARRANTY. CUSTOMER EXPRESSLY
AGREES THAT USE OF THE SERVICES AND THE SYSTEM AND THE MATERIAL
THEREIN AND STORAGE OF INFORMATION WHICH APPEARS IN THE SYSTEM IS AT
CUSTOMER'S SOLE RISK. NEITHER Junctionbox NOR ANY OF ITS AFFILIATES,
CONTRACTORS, EMPLOYEES, AGENTS OR VENDORS WARRANTS THAT THE SERVICES
OR THE SYSTEM WILL BE UNINTERRUPTED OR ERROR FREE OR THAT ANY
INFORMATION, SOFTWARE OR OTHER MATERIAL ACCESSIBLE ON THE SYSTEM IS
FREE OF VIRUSES, WORMS, CANCELBOTS, TROJAN HORSES OR OTHER HARMFUL
COMPONENTS; NOR DOES Junctionbox OR ANY OF ITS AFFILIATES,
CONTRACTORS, EMPLOYEES, AGENTS OR VENDORS MAKE ANY WARRANTY AS TO
THE RESULTS TO BE OBTAINED FROM THE SERVICES OR USE OF THE SYSTEM.
THE SERVICES AND THE SYSTEM ARE PROVIDED ON AN "AS IS" AND "AS
AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR
IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF TITLE OR
NONINFRINGEMENT OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS
FOR A PARTICULAR PURPOSE OR USE. NO ADVICE OR INFORMATION GIVEN BY
Junctionbox, ITS CONTRACTORS, AGENTS, AFFILIATES OR VENDORS OR THEIR
RESPECTIVE EMPLOYEES SHALL CREATE A WARRANTY.
NEITHER Junctionbox NOR ITS AFFILIATES, CONTRACTORS,
AGENTS, VENDORS OR THEIR RESPECTIVE EMPLOYEES MAKES ANY EXPRESS OR
IMPLIED WARRANTIES, REPRESENTATIONS OR ENDORSEMENTS WHATSOEVER WITH
REGARD TO ANY MERCHANDISE, INFORMATION OR SERVICE PROVIDED BY A
THIRD PARTY THROUGH THE SYSTEM OR THE INTERNET. IT IS SOLELY
CUSTOMER'S RESPONSIBILITY TO EVALUATE THE ACCURACY, COMPLETENESS AND
USEFULNESS OF OPINIONS, ADVICE, SERVICES AND OTHER INFORMATION, AND
THE QUALITY AND MERCHANTABILITY OF ALL MERCHANDISE PROVIDED BY THIRD
PARTIES THROUGH THE SYSTEM OR THE INTERNET.
8. LIMITATION OF LIABILITY. NEITHER Junctionbox
NOR ANYONE ELSE INVOLVED IN CREATING, PRODUCING OR DELIVERING THE
SERVICES OR OPERATING THE SYSTEM SHALL BE LIABLE FOR ANY DIRECT,
INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES
CAUSED OR ALLEGEDLY CAUSED BY ANY FAILURE OF PERFORMANCE, ERROR,
OMISSION, INTERRUPTION, DELETION, DEFECT, DELAY IN OPERATION OR
TRANSMISSION, COMPUTER VIRUS, COMMUNICATIONS LINE FAILURE, THEFT OR
DESTRUCTION OR UNAUTHORIZED ACCESS TO, ALTERATION OF, OR USE OF
RECORDS, OR OTHERWISE CAUSED OR ALLEGEDLY CAUSED BY USE OF THE
SYSTEM OR INABILITY TO USE THE SYSTEM, WHETHER FOR BREACH OF
CONTRACT, BREACH OF WARRANTY, TORTIOUS BEHAVIOR, NEGLIGENCE, OR
UNDER ANY OTHER CAUSE OF ACTION. NEITHER Junctionbox NOR ITS
AFFILIATES, CONTRACTORS, AGENTS, VENDORS OR THEIR RESPECTIVE
EMPLOYEES SHALL BE LIABLE IN ANY WAY FOR ANY DAMAGES THAT RESULT IN
ANY WAY FROM CUSTOMER'S RELIANCE ON OR USE OF INFORMATION, SERVICES
OR MERCHANDISE PROVIDED ON OR THROUGH THE SYSTEM OR THE INTERNET BY
THIRD PARTIES. THE PROVISIONS OF THIS SECTION 8 WILL SURVIVE ANY
TERMINATION OF THIS AGREEMENT. CUSTOMER'S SOLE AND EXCLUSIVE REMEDY
FOR ANY CAUSE OF ACTION BASED ON THE SUBJECT MATTER OF THIS
AGREEMENT IS TO TERMINATE THIS AGREEMENT EFFECTIVE IMMEDIATELY.
9. Third Party Products and Services. Customer
is responsible for providing equipment and services necessary to
utilize the System except as set forth in this Agreement. Junctionbox
shall provide only the Services set forth in this Agreement and
related Business Order Form(s), and Junctionbox is not responsible in
any way for information, products, or services provided by third
parties, even if advertised or made available through the System or
the Internet. Customer agrees to promptly pay any third party vendor
for any products or services obtained through the System or the
Internet, and to abide by the terms of any agreements Customer
enters into through the System or the Internet.
10. Indemnity. Customer agrees to defend,
indemnify and hold Junctionbox, its affiliates, contractors, agents,
vendors and their respective employees harmless from any and all
liabilities, costs and expenses, including reasonable attorneys'
fees, related to or arising from: (a) any violation of this
Agreement by Customer, (b) the use of the System or the Internet or
the placement or transmission of any message, information, software
or other materials on the System or the Internet by Customer, (c)
negligent acts or omissions of Customer in connection with the
construction, installation, maintenance, presence, use or removal of
systems, channels or terminal equipment or software not provided by
Junctionbox which are connected or are to be connected to the System;
and (d) claims for infringement of patents arising from the use of
equipment and software, apparatus and systems not provided by
Junctionbox in connection with the Services and the System.
11. Right to Restrict Access. Junctionbox may
deny Customer access to all or part of the System without notice if
Customer engages in any conduct or activities that Junctionbox in its
sole discretion believes violates any of the terms and conditions in
this Agreement. If Junctionbox denies Customer access to the System
because of such a violation, the Customer shall have no right (1) to
access through Junctionbox any materials stored on the System or the
Internet, (2) to obtain any credit(s) otherwise due to Customer, and
such credit(s) will be forfeited, (3) to access third party
services, merchandise or information on the System or the Internet
through Junctionbox, and Junctionbox shall have no obligation to
notify any third-party providers of services, merchandise or
information nor any responsibility for any consequences resulting
from lack of notification.
12. Security. Access to the System, the
Internet, and to certain online transactions involves the use of
identification numbers, passwords, charge or debit accounts or other
individualized nonpublic information ("Private Documentation").
Customer shall use its best efforts to prevent unauthorized use of
the System or of any Private Documentation, and shall promptly
report to Junctionbox any suspected unauthorized use or other breach
of security. Customer shall be responsible for any unauthorized use
of its identification numbers or passwords until Junctionbox receives
written notice of a breach of security and a request to block
further access for such numbers and passwords. Junctionbox shall not
be liable for any unauthorized use of charge, debit or other credit
accounts.
13. Protection of Software. Junctionbox may
provide to Customer certain software, including third-party
software, for use with the System (the "Junctionbox Software"). All
Junctionbox Software provided to Customer, and each revised version
thereof, is licensed to Customer only for use in connecting to and
using the System. Use or copying for any other purpose is prohibited
and is a breach of this Agreement. If Customer receives such
Junctionbox Software, Customer will be subject to the terms and
conditions set forth in an end user agreement, which is attached
hereto and is hereby expressly acknowledged and accepted by
Customer. The Junctionbox Software files remain the property of
Junctionbox or its vendors at all times. This license to use
Junctionbox Software will terminate upon termination of this
Agreement. At that time the Customer must return the Junctionbox
Software to Junctionbox or destroy it. Junctionbox, or third parties,
may provide Customer with additional software that may be used by
Customer, subject to the terms of applicable licenses. Customer
agrees to abide by the terms of all such software licenses.
14. Term and Termination. At the time of
enrollment, the customer agrees to a payment interval (monthly,
quarterly, biyearly, yearly). This Agreement shall remain in effect
for that period, and shall be automatically renewed for successive
intervals, unless Customer gives written notice of cancellation at
least 30 days prior to the end of any interval. Junctionbox shall
have the right to terminate this Agreement immediately in the event
of a breach of any of its terms by Customer. Either party may
terminate the Agreement without cause upon giving 90 days written
notice to the other party.
15. Payment. In consideration of the Services,
Customer agrees to pay the agreed upon fees. If credit card
information has been provided, Junctionbox is authorized to charge
this credit card for all payments due, otherwise Junctionbox will
invoice Customer for the Services on a monthly basis, and all
amounts due, unless otherwise specified by Junctionbox, are due and
payable by the 15th of the month. Amounts not paid when due
will bear a late payment charge of 1.5 percent per month or the
maximum legal rate, whichever is less. There will also be a $25
reconnect charge to bring your service back online.
16. Entire Agreement; Guidelines. All prior or
contemporaneous agreements, contracts, promises, representations, if
any, between the parties or their representatives related to the
subject matter of this Agreement are merged into this Agreement and
the associated Business Order Form(s). These terms and conditions,
along with any operating rules or guidelines published over the
System by Junctionbox, constitute the entire agreement between
Junctionbox and Customer with respect to the Services. No amendment
to this Agreement shall be effective unless acknowledged in writing
by Junctionbox. Customer agrees to comply with Junctionbox's operating
rules and guidelines, which may be amended from time to time at
Junctionbox's sole discretion.
17. Governing Law; Jurisdiction and Venue. This
Agreement shall be governed by, and construed in accordance with,
the laws of the State of Oregon, exclusive of choice of law rules.
VENUE FOR ANY ACTION ARISING OUT OF OR IN CONNECTION WITH THIS
AGREEMENT SHALL BE IN MULTNOMAH COUNTY, OREGON. THE PARTIES EACH
HEREBY CONSENT TO THE JURISDICTION AND VENUE IN MULTNOMAH COUNTY AND
WAIVE ANY OBJECTIONS TO SUCH JURISDICTION AND VENUE.
18. Enforceability. If any portion of this
Agreement is wholly or partially unenforceable, for any reason, such
unenforceability shall not affect the balance hereof.
19. Assignment. Customer may not assign its
rights or obligations under this Agreement without the prior written
consent of Junctionbox, which consent shall not be unreasonably
withheld.
20. No Waiver. Junctionbox's failure to insist
upon or enforce any provision of this agreement shall not be
construed as a waiver of any provision or right.
21. Written Agreement. This Agreement (and any
amendments hereto) represent a binding written contract, whether
executed by each party on paper or accepted by electronic
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