Neo•Paradigms
CONNEXXUS TERMS OF SERVICE
PART I: TERMS APPLICABLE TO ALL OF CONNEXXUS
These Connexxus Terms of Service comprise a legal agreement between You and either (1) Connexxus or (2) NeoParadigms Enterprises, as further described in the next sentence, and govern Your use of Connexxus. If You are registered as an Connexxus Customer from any country other than a country in Europe, Africa (other than Mayotte) or the Middle East, then these Terms of Service are between You and NeoParadigms Enterprises. If You are registered as an Connexxus Customer from Europe, Africa (other than Mayotte) or the Middle East then these Terms of Service are between You and NeoParadigms Enterprises. Unless the context otherwise clearly requires, when the term "Connexxus" is used in these Terms of Service, it means the entity (NeoParadigms Enterprises) with whom You have contracted.
BY ENROLLING AS AN CONNEXXUS CUSTOMER, YOU AGREE TO BE BOUND BY THE TERMS OF THESE TERMS OF SERVICE AND THE ADDITIONAL TERMS, AS MODIFIED FROM TIME TO TIME. If you do not agree to these Terms of Service and the Additional Terms do not enroll in or use the Connexxus Customer services.
Connexxus is made up of Web sites and Web pages operated by NeoParadigms Enterprises and its customers and of various products and services which are provided by NeoParadigms Enterprises, its customers or third party service providers. These Web sites, Web pages, products and services will be collectively referred to in these Terms of Service as "Connexxus" or the "NeoParadigms Enterprises Network." "You" and "Your" means You, Your company, Your employees, and anyone who has access to use Your Connexxus account. You must be at least eighteen (18) years of age to subscribe to and use any Connexxus service or product.
The general provisions in Part I of these Terms of Service apply to the NeoParadigms Enterprises Network and to all of the products and services provided through the NeoParadigms Enterprises Network. The provisions in Part II of these Terms of Service are additional provisions that apply to the particular Connexxus product(s) or service(s) described in each section of Part II. Each applicable Connexxus Web site, product or service may have other posted guidelines or rules (the "Additional Terms"). All such Additional Terms are incorporated by reference into these Terms of Service.
The NeoParadigms Enterprises Network is offered to You on the condition that You accept these Terms of Service and the Additional Terms without modification. You agree to familiarize Yourself with, and to regularly review, the Terms of Service, the Additional Terms, and other terms and guidelines found throughout the NeoParadigms Enterprises Network and abide by them if You choose to use the sites, or accept the products, services or benefits, to which such terms apply. Connexxus reserves the right to change any of the Terms of Service and any Additional Terms at anytime without notice. If Connexxus makes a material change to the Terms of Service, Connexxus will give You notice by email at the email address which You use as Your user ID for Your Connexxus account thirty days before such change is scheduled to take effect. If You continue to use the NeoParadigms Enterprises Network after any such changes, Your continued use will constitute Your consent to such changes.
Any rights not expressly granted herein are reserved by Connexxus. In addition Your registration information and other information about You is subject to our Privacy Statement located at http://connexxus.net/help/policy/privacy.html
If You do not have print capability or otherwise desire to obtain a hard copy of these Terms of Service, please visit the Connexxus customer service Web site and send an email requesting a hard copy. You may also click on the link to "Terms of Service" or "Terms of Use" on each page of the NeoParadigms Enterprises Network for copy of these Terms of Service, which may be printed and saved through the printing and saving capability of Your browser and printer.
YOUR WARRANTIES By subscribing to any service offered on the Connexxus site, You make the following representations and warranties. Connexxus shall have the right to terminate Your Connexxus account, without notice at any time, if any representation warranty made by You proves to be untrue in any respect.
You represent and warrant that:
* You and all users of the Connexxus Network approved by you are at least eighteen (18) years of age; * You have the legal capacity and authority to; (a) enter into binding contracts for the sale and purchase of goods and services, (b) be bound by these Terms of Service and the Additional Terms, (c) to subscribe to and use the Connexxus service, including, where applicable, the buying, selling and listing of items, in accordance with these Terms of Service and any Additional Terms and (d) if you are acting in a corporate capacity, to bind Your company; * You will not use the NeoParadigms Enterprises Network for any purpose that is unlawful, or prohibited by these Terms of Service or the Additional Terms (as may be modified from time to time); * All information supplied by You or by others using Your account is true and accurate, including information submitted as part of the registration, subscription and billing process; * Any products or services advertised, sold or otherwise distributed by You on or in connection with Your Web Site are legal for sale or distribution; that you have all licenses necessary to sell or advertise the goods or services offered for sale or distribution and that all sales and advertisements will be in compliance with applicable law; and * You have and control all of the intellectual property, proprietary and similar rights necessary for all material located on Your Web Site, all submissions, and all products and services sold or otherwise distributed by You or on Your behalf via Your Web Site. By using the NeoParadigms Enterprises Network, You agree that You will defend and indemnify Connexxus and its suppliers from any third party claim related to a breach of any of the foregoing warranties. By using the NeoParadigms Enterprises Network, You agree that You will defend and indemnify Connexxus and its suppliers from any third party claim related to a breach of any of the foregoing warranties.
LIMITATIONS ON YOUR USE OF THE NeoParadigms Enterprises Network The NeoParadigms Enterprises Network is provided to assist You with the operation of Your business. Your right to use the NeoParadigms Enterprises Network is limited to You, and Your company and its employees. You are solely responsible for Your content and Your Web site and Your Connexxus account. Connexxus reserves the right, but is not obligated, to monitor or to review materials posted on Your Web site and to monitor Your compliance with these Terms of Service and the Additional Terms. Connexxus reserves the right in its sole discretion to edit, refuse to post or remove any information or materials which violate these Terms of Service or the Additional Terms in whole or in part, without notice at any time.
You may not modify, copy, distribute, transmit, display, perform, reproduce, publish, license, create derivative works from, transfer, or sell any information, software, products, services or benefits obtained from the NeoParadigms Enterprises Network, except as expressly provided herein.
You may not use a name in connection with operating Your Connexxus Web site that is confusing or misleading, or otherwise impersonate or deceive anyone with respect to Your identity.
You may not restrict or inhibit any other user from using and enjoying such user's rights in Connexxus.
You may not interfere with or disrupt the Connexxus Network or servers or any network connected to Connexxus.
You may not use the NeoParadigms Enterprises Network or the products or services provided through or in connection with the NeoParadigms Enterprises Network to:
1. rent, lease, license, grant a security interest in, or otherwise transfer or sublicense Your rights hereunder to any third party; 2. defame, libel, slander, impersonate, abuse, harass, threaten, invade the privacy of or otherwise violate or infringe the legal rights (including the rights of privacy and publicity) of any other person; 3. conduct, promote or forward illegal contests, pyramid schemes, chain letters, unsolicited or unauthorized advertising, promotional materials, unsolicited e-mail ( including "spamming") or multi-level or illegal marketing campaigns; 4. harm minors in any way; 5. publish, post, distribute, disseminate, advertise or link to any: (i) content, site, topic, name, material or information which is illegal, inappropriate, profane, defamatory, libelous, slanderous, infringing, obscene, indecent, or which contains nudity or adult content; (ii) software, content or other material protected by intellectual property laws, copyright licenses, rights of privacy or publicity, or other proprietary rights, unless You own, or control such rights or have received all necessary consents for Your publication, distribution, or linking of such software and other materials; (iii) software, content or other material that contains viruses, worms, corrupted files, cracks or that may or are intended to damage the operation of or render inoperable another's computer, hardware, software, security measures or system or other programs written to defeat the security measures of any computer, system or programs; (iv) software, content, other material or Web site that constitutes "hate speech", whether directed at an individual or a group, and whether based upon the race, sex, creed, national origin, religious affiliation, sexual orientation or language of such individual or group; 6. sell, offer to sell, distribute, promote, facilitate, disseminate or link to any sites for marketing, sales, promotion, facilitation or distribution of: firearms; explosives; ammunition; liquor; tobacco products; illegal gambling (including gambling in connection with sporting events); food that is not packaged or does not comply with all applicable laws for sale to consumers by commercial merchants; illicit drugs, pharmaceuticals and controlled substances; counterfeit, pirated or stolen goods; any goods or services that infringe or otherwise violate a third party's rights including copyright, patent, trademark, or rights of publicity or privacy; goods that are considered indecent, obscene or pornographic; Nazi memorabilia; registered or unregistered securities; goods or services that You cannot legally sell; goods which are misrepresented or which do not in fact exist; fraudulent goods; goods, services or activities that if sold via any Connexxus services or Your Web site would cause Connexxus to violate any law, statute or regulation; or any other illegal activity; 7. harvest or otherwise collect information about third parties, including e-mail addresses, without the express consent of such third parties; 8. violate any applicable government laws or regulations. You may not reproduce or redistribute any Software, as that term is defined in the Section entitled "Software Available on the Connexxus Network." You may not copy or reproduce the Software to any other server or location for further reproduction or redistribution. You may not decompile, disassemble, reverse engineer or otherwise attempt to discover any trade secret contained in the NeoParadigms Enterprises Network, or in any product, service or Software provided through the NeoParadigms Enterprises Network.
The information provided by Connexxus to You may be proprietary in nature. You agree not to share any information provided to You by or on behalf of Connexxus with any third party.
TERMS RELATED TO FEES, PRICING AND BILLING
FEES
Some products and services available through or in connection with Connexxus require that You purchase a subscription or otherwise pay a fee. You are solely responsible for all charges, fees, duties, taxes, and assessments arising out of any use of Your Connexxus account by you or anyone else using Your account. Connexxus reserves the right to modify the fees charged for Connexxus products and services from time to time, provided that such new fees shall not take effect earlier than thirty (30) days after Connexxus notifies You via email or otherwise of such modified fees.
PRICING
Prices for all Products exclude all applicable taxes and telecommunication charges, unless expressly stated otherwise. To the extent permissible by law, you agree to be responsible for any applicable taxes and telecommunication charges, whether or not such amounts are itemized on Your Online Statement or charged to Your Billing Account or Payment Method.
The price on your Connexxus Checkout page for products, services and items obtained through the NeoParadigms Enterprises Network (the "Products") reflects the most recent price displayed on the item's product detail page. Please note that this price may differ from the price shown for the Product when You first placed it in Connexxus Checkout (e.g. you place an item in the Connexxus checkout, but you waited several days before submitting the order and the price changed between placing the item in Connexxus checkout and submitting the order). We cannot confirm the price of a Product until You submit Your order; however, we do NOT charge Your Billing Account until Your order completes the Connexxus Checkout process. Despite our best efforts, a small number of Product items may be mispriced or the offer has expired and the following will apply:
* If a Product's correct price is lower than our stated price, we charge you the lower amount. * If a Product's correct price is higher than our stated price, we will, at our discretion, either contact you for instructions or cancel your order and notify you of such cancellation. BILLING
CHARGES ON YOUR BILLING ACCOUNT
Connexxus bills you through an online account (Your "Billing Account") for Products. You agree to pay Connexxus all charges at the prices then in effect for any Products ordered by you or other persons (including Your agents) using Your Billing Account, and you authorize Connexxus to charge Your chosen payment method (Your "Payment Method") for such Products. You agree to make payment using that selected Payment Method. Charges on Your Billing Account will be summarized for you online (Your "Online Statement"). You will have one Online Statement per Billing Account. Connexxus reserves the right to correct any errors or mistakes that it makes even if it has already requested or received payment.
WHEN APPLICABLE, YOU MUST PROVIDE CURRENT, COMPLETE AND ACCURATE INFORMATION FOR YOUR BILLING ACCOUNT IN ORDER TO RECEIVE THE PRODUCTS ORDERED. YOU MUST PROMPTLY UPDATE ALL INFORMATION TO KEEP YOUR BILLING ACCOUNT CURRENT, COMPLETE AND ACCURATE (SUCH AS A CHANGE IN BILLING ADDRESS, CREDIT CARD NUMBER, OR CREDIT CARD EXPIRATION DATE), AND YOU MUST PROMPTLY NOTIFY CONNEXXUS IF YOUR PAYMENT METHOD IS CANCELED (E.G., FOR LOSS OR THEFT) OR IF YOU BECOME AWARE OF A POTENTIAL BREACH OF SECURITY, SUCH AS THE UNAUTHORIZED DISCLOSURE OR USE OF YOUR USER NAME OR PASSWORD. CHANGES TO SUCH INFORMATION CAN BE MADE AT NEOPARADIGMS'S SECURE PAYMENT SITE. IF YOU FAIL TO PROVIDE CONNEXXUS ANY OF THE FOREGOING INFORMATION, YOU AGREE THAT CONNEXXUS MAY CONTINUE CHARGING YOU FOR ANY PRODUCT PROVIDED UNDER YOUR BILLING ACCOUNT UNLESS YOU HAVE TERMINATED YOUR SUBSCRIPTION FOR SUCH PRODUCT (CONFIRMED IN WRITING UPON REQUEST).
Currency exchange settlements will be based on Your Payment Method and may be determined by agreements between you and the financial institution, credit card issuer or other provider of Your chosen Payment Method (the "Payment Method Provider"). If Connexxus does not receive payment from Your Payment Method Provider, you agree to pay all amounts due on Your Billing Account upon demand.
If the amount to be charged to Your Billing Account varies from the amount you preauthorized, you have the right to receive, and Connexxus shall so provide, notice of the amount to be charged and the date of the charge at least 10 days before the scheduled date of the transaction. Any agreement you have with the Payment Method Provider will govern Your use of Your Payment Method. You agree that Connexxus may accumulate charges incurred and submit them as one or more aggregate charges during or at the end of each billing cycle.
CONNEXXUS MAY SUBMIT PERIODIC CHARGES (E.G., MONTHLY) WITHOUT FURTHER AUTHORIZATION FROM YOU, UNTIL YOU PROVIDE PRIOR NOTICE (CONFIRMED IN WRITING UPON REQUEST) THAT YOU HAVE TERMINATED THIS AUTHORIZATION OR WISH TO CHANGE YOUR PAYMENT METHOD. SUCH NOTICE WILL NOT AFFECT CHARGES SUBMITTED BEFORE CONNEXXUS REASONABLY COULD ACT. TO TERMINATE YOUR AUTHORIZATION OR CHANGE YOUR PAYMENT METHOD, GO TO NEOPARADIGM'S SECURE PAYMENT SITE.
Your non-termination or continued use of the Products on Your Billing Account reaffirms that Connexxus is authorized to charge Your Payment Method. Connexxus may submit those charges for payment and you will be responsible for such charges. Those submissions will not waive Connexxus's right to seek payment directly from you. Your charges may be payable in advance, in arrears, per usage, or as otherwise described when you initially ordered the applicable Product.
ONLINE STATEMENT
Your Online Statement will be available monthly after you log-in at NeoParadigms Enterprises's secure payment site. Subject to applicable law, you agree that the Online Statement is the only statement of Your Billing Account that Connexxus needs to provide to you. YOU ALSO AGREE THAT IT IS YOUR RESPONSIBILITY TO PRINT OR STORE A COPY OF YOUR ONLINE STATEMENT AND TO RETAIN THIS COPY FOR YOUR RECORDS. While you may request a paper copy of Your Online Statement, you will be charged a retrieval fee. To request a paper copy of Your Online Statement, go to NEOPARADIGM'S SECURE PAYMENT SITE. Paper copies of Your Online Statement will only be provided for 120 days from the date of the Online Statement.
Connexxus will use commercially reasonable efforts to correct any technical failures relating to an Online Statement within a reasonable time; however, Your inability to view an Online Statement does not extend, or relieve you of, Your obligation to pay any amounts owing to Connexxus. Unless you notify Connexxus of any error within 120 days after it first appears in any Online Statement, such statement will be deemed accepted by you for all purposes, including resolution of inquiries made by Your Payment Method Provider. TO THE EXTENT ALLOWED BY LAW, YOU RELEASE Connexxus FROM ANY AND ALL LIABILITY AND CLAIMS OF LOSS RESULTING FROM ANY ERROR THAT IS NOT REPORTED TO Connexxus WITHIN 120 DAYS AFTER THE ERROR FIRST APPEARS ON YOUR ONLINE STATEMENT.
DUE DATE; LATE CHARGE; COLLECTION COSTS
The amount due to Connexxus for Your Billing Account must be paid in full by Your Payment Method Provider on the date such payment is requested by Connexxus, not later than 30 days after the billing date; you are not entitled to carry forward a balance. You agree to pay late charges that may be assessed by Connexxus on amounts due but not timely paid. The late charge will be 1% per month (or 12% per annum) on the total amount due but not paid; but if such rate is in excess of any allowable rate under applicable laws, then you will instead be charged the maximum rate that is permitted by law. Connexxus reserves the right to refer Your Billing Account to a third party for collection in the event of default. You agree to pay all costs incurred in the enforcement of these Terms of Use and in collection of any delinquent amounts due, including reasonable attorneys' fees and costs.
DEFAULT
If Connexxus does not receive payment for any charge to Your Billing Account, you will be in default and Connexxus may suspend or cancel Your Billing Account and Your access to any or all Connexxus Products. If Your Payment Method Provider seeks return of payments previously made to Connexxus, but Connexxus in good faith believes that you are liable for the charge and applicable law allows the Payment Method Provider to seek payment from you, you will also be in default and Connexxus may cancel Your Billing Account and Your access to any or all Products. CANCELLATION OR SUSPENSION FOR DEFAULT MAY BE MADE WITHOUT PRIOR NOTICE TO YOU AND UPON SUCH CANCELLATION OR SUSPENSION, Connexxus MAY STOP DELIVERY OF ANY PRODUCT, AND ANY INFORMATION YOU HAVE STORED ON AN CONNEXXUS SERVICE MAY NOT BE RETRIEVED AT A LATER DATE.
TERMINATION, CANCELLATION OR SUSPENSION; REFUNDS
Connexxus may, in its discretion, terminate, cancel, or suspend an accepted order if Connexxus is notified that Your Payment Method has expired or has been canceled, or if Connexxus has reason to believe that any Billing Account information provided to Connexxus is untrue, inaccurate, not current or incomplete. Termination, cancellation or suspension, whether by you or Connexxus, will not alter Your obligation to pay all charges made to Your Billing Account before such termination, cancellation or suspension (including charges made after termination by you but before Connexxus could reasonably act on Your termination notice ). Subject to any withdrawal right you may have under applicable law, You will not be entitled to any refunds upon termination, cancellation or suspension unless these Terms of Service or the cancellation policy on the cancellation policy page of the Connexxus website expressly so provides.
If You notify Connexxus by phone at the number found on the cancellation policy page of the Connexxus website (http://connexxus.net/help/policy/cancel.asp) or in writing that You are canceling one or more Connexxus services or products, fees pre-paid by You to Connexxus for Connexxus products or services will be credited back to Your applicable credit card in accordance with the cancellation policy (http://connexxus.net/help/policy/cancel.asp). Connexxus is not required to refund directly to You any amounts paid hereunder.
In the event that Connexxus terminates Your Connexxus account or one or more of Your Connexxus services for violation of these Terms of Service or the Additional Terms, You will not be entitled to the return of any fees paid with respect to any such terminated account service. Except as otherwise required by law, the costs of any returns if permitted will be at Your expense.
GENERAL
You represent and warrant that you are an individual (or in the case of an entity, an agent of the entity) authorized to use the designated Payment Method. You agree to pay for all charges (including charges by other persons) and to comply with Your responsibilities and obligations as stated in these Terms of Service. If you are an agent of an entity user, you represent and warrant that you are duly authorized to legally bind the entity to all terms and conditions of these Terms of Service and that you have made the entity aware of them. You agree not to assign, transfer or sublicense any rights in Your Billing Account.
CANCELLATION POLICY You acknowledge that if You cancel any subscriptions to a Connexxus service that You may not be entitled to a refund of all or part of amounts already paid by You for such Connexxus subscription. You agree that (a) Connexxus's cancellation policy (http://connexxus.net/help/policy/cancel.asp) will be posted on the Connexxus Web site and may be changed from time to time by Connexxus in its sole discretion and (b) the cancellation policy (http://connexxus.net/help/policy/cancel.asp) posted at the time you cancel Your subscription shall govern the amount of the refund (if any) due to you.
CHANGES TO SERVICES, TERMINATION BY Connexxus Connexxus may change any of the Connexxus services at any time and from time to time without notice, including terminating the offering of any Connexxus service altogether.
Connexxus may terminate Your account, Your access to Connexxus or any of Your Connexxus services (in whole or in part) at any time, with or without cause, and with or without notice. You may be barred from accessing any of Your Connexxus services or from using the NeoParadigms Enterprises Network or from receiving any products, services or benefits from Connexxus, if Connexxus determines You have violated these Terms of Service or any Additional Terms, if You have failed to remit any applicable subscription fees when due, if any representation or warranty made by You is untrue in any respect or if Connexxus receives a court order or other legal action relating to Your account. In addition, if You violate any of these Terms of Service, or any applicable Additional Terms You will forfeit all in- kind credits and any other amounts accruing to You (if any) in connection with the Connexxus Network and there will be no refund of any fees prepaid by You. If You subscribe to a Connexxus service which is made up of two or more individual services and You violate the Terms of Service applicable to one of such individual services, (1) Your use of the particular individual service will be terminated, but the remaining services will remain active and (2) there will be no refund (in whole or in part) of Your annual fee for the Connexxus service terminated. You will be responsible for all fees incurred during Your subscription and payment of such fees shall be due immediately upon termination of Your subscription.
LINKS TO THIRD PARTY SITES Links within the NeoParadigms Enterprises Network may let You leave the NeoParadigms Enterprises Network. You acknowledge that the linked sites are not under the control of Connexxus and that Connexxus is not responsible for the contents or operation of such linked sites or any link contained in such linked site, any changes or updates to such sites, or Web casting or any other form of transmission received from any linked site. Connexxus is providing these links to You only as a convenience, and the inclusion of any link does not imply endorsement by Connexxus of the linked site or any association with their operators.
LICENSE YOU GRANT TO CONNEXXUS Connexxus does not claim ownership of the materials You provide to Connexxus (including feedback and suggestions) or that You post, upload, input or submit in connection with Your use of Connexxus or any Web site ("Your Web Site") created by You or on Your behalf in connection with the use of Connexxus (collectively "Submissions"). However, You grant Connexxus a royalty-free license to use (including, without limitation, the rights to: copy, distribute, transmit, publicly display, publicly perform, reproduce, edit, translate, sublicense and reformat Your Submission, and to publish Your name in connection with Your Submission) Your Submission only in connection with the operation and promotion of Connexxus. You also grant Connexxus the right to publish Your name in connection with any such use. No compensation will be paid or due You with respect to Connexxus's or its sublicensee's use of the materials as licensed above. Connexxus is under no obligation to post or use any materials You may provide, and may remove such materials at any time in Connexxus's sole discretion. By posting messages, uploading files (including graphics), inputting data, submitting any feedback or suggestions, or engaging in any other form of communication with or through the NeoParadigms Enterprises Network, You represent and warrant that You own or otherwise control the rights necessary to do so and to grant Connexxus the license set forth above, and You will defend and indemnify Connexxus and its suppliers from any third party claim related to a breach of any of the foregoing representations or warranties.
You grant Connexxus permission to use screen shots of any Web page that contains a link to Connexxus or Connexxus HTML code (with respect to the Connexxus Banner Network) in Connexxus promotional materials, and represent and warrant that You have sufficient authority to grant the foregoing rights.
SOFTWARE AVAILABLE ON THE NEOPARADIGMS ENTERPRISES NETWORK Software (if any) that is made available to download from or otherwise used through the NeoParadigms Enterprises Network, excluding software that may be made available by third parties via Connexxus, ("Software") is the copyrighted work of Connexxus and/or its suppliers. Your use of the Software is governed by these Terms of Service, and the applicable Additional Terms, and the terms of the end user license agreement, if any, which accompanies or is included with the Software ("License Agreement"). To the extent that the License Agreement conflicts with the Terms of Service or Additional Terms, the terms of the License Agreement shall govern Your use of the Software. You may not install or use any Software that is accompanied by or includes a License Agreement unless You first agree to the License Agreement. For any Software not accompanied by a license agreement, NeoParadigms Enterprises hereby grants to You, the user, a personal, non-exclusive, non-transferable license to use the Software for viewing and otherwise using the particular Connexxus Web Site or Connexxus service in accordance with the License Agreement, the Terms of Service and Additional Terms and for no other purpose. In addition, You shall keep intact all and may not alter any copyright and other proprietary notices contained in such Software. All Software is owned by Connexxus and/or its suppliers, and is protected to the maximum extent permitted by copyright laws and international treaty provisions. Any reproduction or redistribution of the Software is expressly prohibited, and may result in severe civil and criminal penalties. Persons violating the foregoing, or who otherwise misappropriate any intellectual property or proprietary rights related to the Software may be prosecuted to the maximum extent possible. WITHOUT LIMITING THE FOREGOING, COPYING OR REPRODUCING THE SOFTWARE TO ANY OTHER SERVER OR LOCATION FOR FURTHER REPRODUCTION OR REDISTRIBUTION IS EXPRESSLY PROHIBITED. YOU MAY NOT DECOMPILE, DISASSEMBLE, REVERSE ENGINEER OR OTHERWISE ATTEMPT TO DISCOVER ANY TRADE SECRET CONTAINED IN ANY SOFTWARE PROVIDED HEREUNDER. You acknowledge that the Software, and any accompanying documentation and/or technical information, is subject to applicable export control laws and regulations of the USA. You agree not to export or re-export the Software, directly or indirectly, to any countries that are subject to USA export restrictions. All Software provided to the U.S. Government pursuant to solicitations issued on or after December 1, 1995 is provided with the commercial license rights and restrictions described elsewhere herein. All Software provided to the U.S. Government pursuant to solicitations issued prior to December 1, 1995 is provided with "Restricted Rights" as provided for in FAR, 48 CFR 52.227-14 (JUNE 1987) or DFAR, 48 CFR 252.227-7013 (OCT 1988), as applicable. You are responsible for ensuring the Software is marked with the "Restricted Rights Notice" or "Restricted Rights Legend," as required. All rights not expressly granted are reserved.
LIMITATIONS OF LIABILITY AND DISCLAIMERS The information, software, products, services and other material included in or available through the NeoParadigms Enterprises Network may not be complete, and may include inaccuracies or errors, and may also be modified, discontinued or deleted from time to time without notice. Advice, information, products, services or other materials received via the NeoParadigms Enterprises Network should not be relied upon for personal, medical, legal, business, financial or other decisions and is not intended to replace the advice of appropriate and qualified professionals. You acknowledge that You should consult an appropriate professional for specific advice tailored to Your situation.
Your access to and use of the NeoParadigms Enterprises Network, and products and services of Connexxus, is at Your own risk. Connexxus makes no guarantees of any kind regarding the dependability, accuracy, security, timeliness or availability of the Connexxus Network, or such products or services. Without limiting the foregoing,
NEITHER CONNEXXUS NOR ITS RESPECTIVE SUPPLIERS MAKE ANY REPRESENTATIONS OR WARRANTIES ABOUT THE CONDITION, SUITABILITY, RELIABILITY, AVAILABILITY, COMPLETENESS, SECURITY, TIMELINESS, OR ACCURACY OF THE INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND MATERIALS CONTAINED IN CONNEXXUS FOR ANY PURPOSE. ALL SUCH INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND MATERIALS ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND. CONNEXXUS AND ITS RESPECTIVE SUPPLIERS HEREBY DISCLAIM ALL REPRESENTATIONS, WARRANTIES AND CONDITIONS, EXPRESS OR IMPLIED, WITH REGARD TO THIS INFORMATION, SOFTWARE, PRODUCTS, SERVICES OR MATERIALS, INCLUDING ALL IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.
IN NO EVENT SHALL CONNEXXUS OR ITS SUPPLIERS BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES OR ANY DAMAGES WHATSOEVER INCLUDING, WITHOUT LIMITATION:
* DAMAGES FOR LOSS OF USE, DATA, ACCOUNTS, REVENUES OR PROFITS, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OR PERFORMANCE OF CONNEXXUS OR RELATED SERVICES, OR * WITH THE DELAY OR INABILITY TO USE CONNEXXUS OR RELATED SERVICES; * THE PROVISION OF OR FAILURE TO PROVIDE SERVICES, OR FOR ANY INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS OBTAINED THROUGH CONNEXXUS; OR * OTHERWISE ARISING OUT OF THE USE OF CONNEXXUS, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, EVEN IF CONNEXXUS OR ANY OF ITS SUPPLIERS HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. BECAUSE SOME STATES/JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU. IF YOU ARE DISSATISFIED WITH ANY PORTION OF CONNEXXUS, OR WITH ANY OF THESE TERMS OF SERVICE OR THE ADDITIONAL TERMS, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE CONNEXXUS NETWORK AND ITS RELATED SERVICES AND PRODUCTS. Without limiting the foregoing, Connexxus is not responsible for any of Your data residing on Connexxus and NeoParadigms Enterprises Network hardware or systems, including such hardware or systems provided to Connexxus by third parties. You are responsible for maintaining and backing-up Your data and information that may reside on the Connexxus or Connexxus hardware or systems, including such hardware or systems provided to Connexxus by third parties, whether or not such information is produced through the use of Connexxus, including any information regarding the operation or use of Your Web site, catalogs, lists, order records, and other information You are providing or using in connection with Your use of the NeoParadigms Enterprises Network. It is Your responsibility to take the necessary steps to ensure Your primary means of business is maintained. Connexxus will not be liable for any damage, loss or disclosure of data, accounts, revenue or business arising out of or otherwise related to: (a) Your use of the Connexxus Network, its services or products; (b) Your customers' use of Your Web site hosted by or created through Connexxus and Your products and services; (c) use of the NeoParadigms Enterprises Network by any other party to whom You have given access to Your company information for use of the Connexxus Network; (d) errors, bugs or other defects in the NeoParadigms Enterprises Network; (e) lost company, customer or vendor information (e.g., billing information, credit card numbers, lost orders, etc.); (f) illegal or criminal activities, including but not limited to reliance on any information obtained on the Connexxus Web Hosting service; or (g) or that result from mistakes, omissions, interruptions, deletion of files or e-mail, loss of or damage to data, errors, defects, viruses, delays in operation, or transmission, or any failure of performance, whether or not limited to acts of God, communications failure, theft, destruction or unauthorized access to Connexxus's records, programs or services. You are solely responsible for maintaining and backing-up any information regarding the operation or use of Your Web site, catalogs, lists, order records, and other information You are providing or using in connection with Your use of the NeoParadigms Enterprises Network.
Connexxus is not liable for Your actions with Your customers or vendors, or the use of their information, or for any other actions arising from Your use, or the use of other parties to whom You have given access to Your Connexxus information, through the use of the NeoParadigms Enterprises Network.
Connexxus is not involved in any transaction between You and Your buyer or seller or other third parties with whom you may have transactions through Your Web site or between You and any user of any products or services offered or provided by You or by a third party through the NeoParadigms Enterprises Network. Connexxus is not responsible for screening, censoring or otherwise controlling Your Web Site, or any listings or transactions offered or conducted via Your Web Site. You are deemed to have a direct commercial relationship with each third party that purchases goods or services from or undertakes any other transaction with You via Your Web site or through Connexxus. Connexxus is not acting as Your or any third party's agent in connection with the operation of Connexxus. You are solely responsible for: (a) processing customer orders or other transactions; (b) verifying the validity of incoming customer orders before finalizing the order; (c) informing customers of the status of such orders or transactions; (d) providing all customer support related to such orders or transactions (e.g., lost orders, billing disputes, payments, etc.); and, (e) determining, collecting and remitting to the appropriate authority all taxes (if any) arising from or related to such orders or transactions. Further, because Connexxus is not involved in any orders or other transactions between You and other users of Connexxus or other marketplace forums, Connexxus cannot and will not be involved in resolving any disputes relating to any completed or uncompleted transactions or the purchase or sale of listed goods or otherwise.
Unless otherwise expressly stated in these Terms of Service, Your payments for orders or transactions conducted via Your Web Site or on any Connexxus service will be paid to You directly from Your designated acquiring bank, customers or other appropriate source ("payor"). Connexxus is not responsible for such payment, and will have no liability for any lost, disputed or fraudulent payment or tenders of payment, or other disputes arising between You and customers or payors. Connexxus makes no guarantee about the reliability or accuracy of these products or services, or the results obtained from using Connexxus.
INDEMNITY You agree to defend, indemnify and hold Connexxus and its suppliers harmless from and against any and all claims, losses, liability costs and expenses (including but not limited to attorneys' fees) arising from Your violation of these Terms of Service (including, without limitation, violation of applicable Additional Terms), or any third-party's rights, (including, without limitation, infringement of any copyright, violation of any proprietary right and invasion of any privacy rights). These obligations will survive any termination of Your relationship with Connexxus or Your use of Connexxus.
ACCESS RESTRICTION; ACCOUNT SECURITY AND PASSWORDS Connexxus reserves the right to deny in its sole discretion any user access to Connexxus or any portion thereof without notice.
You are responsible for safeguarding the confidentiality of Your account information (including password(s) and user name(s) issued to You) and for any use or misuse of Your account or the NeoParadigms Enterprises Network resulting from any third party using a password or user name issued to You. You agree to notify Connexxus immediately of any known or suspected unauthorized access to or use of Your account, Your password, the password of any individual user to whom You have issued a login ID or any other breach of security or misuse of the NeoParadigms Enterprises Network known to or suspected by You. You may change Your password at any time by following instructions on the Connexxus Web site.
You hereby authorize Connexxus to rely on any data, notice, instruction or request furnished by You to Connexxus, or that Connexxus reasonably believes to have been furnished by You. You are solely responsible for maintaining the confidentiality of Your account information and monitoring usage of Your account. Connexxus is not responsible for fraud of participants or of other users of Your account.
YOUR CUSTOMER DATA Connexxus will only use Your customer data in accordance with the privacy policy available at http://connexxus.net/help/policy/privacy.html
GENERAL If You have made this agreement with Connexxus Corporation, these Terms of Service and the Additional Terms are governed by the laws of the State of Washington, U.S.A. If You have made this agreement with Connexxus Ireland Operations Limited, (i) claims for enforcement, breach or violation of duties or rights under these Terms of Service shall be adjudicated under the laws of Ireland and (ii) all other claims, including without limitation claims under or for violation of state consumer protection laws, unfair competition laws, and in tort, shall be adjudicated under the law of Your state of residence. Regardless of whether You have contracted with NeoParadigms Enterprises or Connexxus Ireland Operations Limited, You hereby irrevocably consent to the exclusive jurisdiction and venue of courts in Washington County, Oregon, USA in all disputes arising out of or relating to the use of the Connexxus Services or the NeoParadigms Enterprises Network. You agree not to represent yourself to be a representative, agent, or employee of Connexxus and that Connexxus will not be liable by reason of any representation, act or omission to act by you.
You agree that no joint venture, partnership, employment, or agency relationship exists between You and Connexxus as a result of these Terms or Service or use of Connexxus.
Connexxus's performance of this agreement is subject to existing laws and legal process, and nothing contained in these Terms of Service are in derogation of Connexxus's right to comply with governmental, court and law enforcement requests or requirements relating to Your use of the NeoParadigms Enterprises Network or information provided to or gathered by Connexxus with respect to such use.
If any part of these Terms of Service or the Additional Terms is determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of these Terms of Service and the Additional Terms shall continue in effect.
Unless otherwise specified herein, these Terms of Service, the Additional Terms and the Privacy Statement constitute the entire agreement between the user and Connexxus with respect to the NeoParadigms Enterprises Network and they supersede all prior or contemporaneous communications and proposals, whether electronic, oral or written, between the user and Connexxus with respect to the Connexxus Network.
A printed version of these Terms of Service and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to these Terms of Service to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. Connexxus may: (1) generate print copies of its electronic records and introduce them in evidence as original documents; and (2) prove Your agreement or consent in any manner, including without limitation, by showing that a procedure existed by which You must have provided consent or engaged in conduct to obtain the applicable services or Products.
The example companies, organizations, products, people and events depicted within Connexxus are fictitious. No association with any real company, organizations, product, person or event is intended or should be inferred.
Connexxus is not obligated to monitor the content on Connexxus. Connexxus reserves the right to disclose any information, content, or materials as necessary to satisfy any applicable law, regulation, legal process or government request or in accordance with Connexxus's Privacy Statement located at http://connexxus.net/help/policy/privacy.html. Connexxus reserves the right to edit, refuse to post or to remove any information, content, or materials, in whole or in part, from the Connexxus Web sites, in Connexxus's sole discretion, without notice at any time.
Any rights not expressly granted herein are reserved by Connexxus, including all legal and equitable remedies available to Connexxus or violation of any of these Terms of Service.
COPYRIGHT AND TRADEMARK NOTICES All contents of the NeoParadigms Enterprises Network are: Copyright (c) 1992 - 2004 NeoParadigms, and/or its suppliers, c/o NeoParadigms Enterprises, 15885 SW Barnard Ct, Beaverton, Oregon 97007 U.S.A. All rights reserved.
TRADEMARKS Connexxus is either a trademark or registered trademark of NeoParadigms Enterprises. The names of actual companies and products mentioned herein may be the trademarks of their respective owners. PatPal and the PatPal logo are trademarks of PayPal Inc.
Any rights not expressly granted herein are reserved by Connexxus.
NOTICES AND PROCEDURE FOR MAKING CLAIMS OF COPYRIGHT INFRINGEMENT Pursuant to Title 17, United States Code, Section 512(c)(2), notifications of claimed copyright infringement should be sent to Service Provider's Designated Agent. To see Connexxus's Notice and Procedure for Making Claims of Copyright Infringement, read the document located at http://connexxus.net/help/policy/cpyrtInfrg.html.
FOR INFORMATION REGARDING THE Connexxus PRIVACY STATEMENT read the document located at http://connexxus.net/help/policy/privacy.html.
SERVICE CONTACT If You need to contact Connexxus regarding the NeoParadigms Enterprises Network, please visit our contact listings page at http://connexxus.net/contact.asp , or send e-mail via our Contact Us form at http://connexxus.net/contact.asp.
PART II: TERMS APPLICABLE TO SPECIFIC CONNEXXUS PRODUCTS AND SERVICES
WEB-ORACLE Web-Oracle is a marketplace of public site listings. It offers impressions on major portals and across the Internet. Customers may target listings to display their site information that they believe would appeal to their particular audience.
You acknowledge that Your advertisements will be placed on third party Web sites. You acknowledge that Connexxus has no control over: (a) where and how Your advertisements will be positioned on such Web sites; (b) when Your advertisements will appear on such Web sites; or (c) the content of such Web sites. You acknowledge that advertising space on such Web sites may be limited and that, while Connexxus will attempt to place Your advertisement on a requested Web site during requested dates, Your desired Web site placement and/or advertisement dates may not always be available, and different Web sites and/or advertisement dates may be substituted by Connexxus. Connexxus may accept requests for advertising placements in whole or in part. Amounts paid to Web-Oracle, if applicable, are nonrefundable upon payment; therefore, Connexxus strongly advises first time users of the Web-Oracle to purchase a small amount of advertisements, if applicable, to determine whether this service meets their needs. Notwithstanding the foregoing, if Connexxus fails to place Your advertisement on Web sites within one month after the first day of Your requested run date, Connexxus will refund to You amounts paid in connection with Your request to place such ad and will be deemed to have refused Your request. Advertisements placed on third party Web sites may be subject to additional terms and conditions.
Pay Per Visitor program ? You acknowledge that Connexxus has no control over the visitors who click through to Your site through Your Web-Oracle advertisements and Connexxus does not guarantee that visitors who click through to Your site through Your Web-Oracle advertisement will take any action at Your site (e.g. a sale or registration). The visitors recorded by the Web-Oracle service may be new or returning visitors (each visitor entering though Your Web-Oracle advertisement is recorded as a click through, whether a first time visitor or a return visitor). The number of visitors will be recorded by the Web-Oracle service and displayed in Your Connexxus control center and You acknowledge that the number of visitors displayed in Your Connexxus control center shall be conclusive proof of the number of visitors who have clicked through to Your site. If You do not receive the number of selected visitors through Your Web-Oracle advertisement within the time period chosen for Your ad campaign to run, Your campaign will be extended until this number has been reached.
Last updated: July 20, 2003
