3rd Channel - User Agreement

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3rd Channel products and services
Terms of Use and Notices
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AGREEMENT BETWEEN USER AND 3rd Channel Inc. 3rd Channel products and services is a Web service operated by 3rd Channel Inc. ('3rd Channel').

This is a legal agreement between you and 3rd Channel with respect to 3rd Channel products and services. You must accept without modification all of the terms, conditions, and notices contained in these Terms of Use in order to access and/or use 3rd Channel products and services. If you do not accept these Terms of Use in their entirety, you may not access or use 3rd Channel products and services.

Portions of 3rd Channel products and services may be governed by posted guidelines, rules, or other terms and conditions. All such guidelines, rules, terms and conditions are hereby incorporated by reference into these Terms of Use. In the event of a conflict between such other guidelines, rules, terms and conditions and these Terms of Use, the Terms of Use shall control, except that 3rd Channel products and services Privacy Policy, referenced below, supersedes any conflicting language in these Terms of Use and/or any other guidelines, rules, terms and conditions published in connection with 3rd Channel products and services with respect to the subject matter covered by such privacy policy.

MODIFICATION OF THESE TERMS OF USE 3rd Channel reserves the right to change the terms, conditions, and notices under which 3rd Channel products and services is offered. You are responsible for regularly reviewing these terms, conditions and notices. Continued use of 3rd Channel products and services after any such change shall constitute your consent to such change. Unless explicitly stated, otherwise, any new changes or improvements to 3rd Channel products and services shall be subject to the Terms of Use, as modified from time to time.

CLIENT SOFTWARE USE LIMITATION You may use only 3rd Channel client software or authorized third-party software to access and/or use 3rd Channel products and services. You may not use any software or hardware that reduces the number of users directly accessing or using 3rd Channel products and services (sometimes called 'multiplexing' or 'pooling' software or hardware).

You may not modify, copy, distribute, transmit, display, perform, reproduce, publish, license, create derivative works from, transfer, or sell any information, software, products or services that are part of 3rd Channel products and services except as expressly provided in these Terms of Use.

NO UNLAWFUL OR PROHIBITED USE As a condition of your use of 3rd Channel products and services, you will not use 3rd Channel products and services for any purpose that is unlawful or prohibited by these terms, conditions, or notices. You may not use 3rd Channel products and services in any manner that could damage, disable, overburden, or impair 3rd Channel products and services or interfere with any other party's use and enjoyment of it. You may not attempt to gain unauthorized access to any account, computer systems or networks associated with 3rd Channel products and services. You may not obtain or attempt to obtain any materials or information through any means not intentionally made available or provided for through 3rd Channel products and services.

You agree to use 3rd Channel products and services only to send, receive, and transfer appropriate messages and material. By way of example, and not as a limitation, you agree that when using 3rd Channel products and services, you will not:

Use 3rd Channel products and services in connection with surveys, contests, pyramid schemes, chain letters, junk email, spamming or any duplicative or unsolicited messages (commercial or otherwise). Defame, abuse, harass, stalk, threaten or otherwise violate the legal rights (such as rights of privacy and publicity) of others. Publish, transfer, distribute or disseminate any inappropriate, profane, defamatory, obscene, indecent or unlawful topic, name, material or information. Transfer, or otherwise make available, files that contain images, photographs, software or other material protected by intellectual property laws, including, by way of example, and not as limitation, copyright or trademark laws (or by rights of privacy or publicity) unless you own or control the rights thereto or have received all necessary consents to do the same. Use any material or information, including images or photographs, which is made available through 3rd Channel products and services in any manner that infringes any copyright, trademark, patent, trade secret, or other proprietary right of any party. Transfer files that contain viruses, Trojan horses, worms, time bombs, cancelbots, corrupted files, or any other similar software or programs that may damage the operation of another's computer or property of another. Advertise or offer to sell or buy any goods or services for any business purpose. Download any file transferred by another user of 3rd Channel products and services that you know, or reasonably should know, cannot be legally distributed in such manner. Falsify or delete any author attributions, legal or other proper notices or proprietary designations or labels of the origin or source of software or other material contained in a file that is transferred. Restrict or inhibit any other user from using and enjoying 3rd Channel products and services. Violate any code of conduct or other guidelines which may be applicable to 3rd Channel products and services. Harvest or otherwise collect information about others, including e-mail addresses. Violate any applicable laws or regulations. Create a false identity for the purpose of misleading others. Use, download or otherwise copy, or provide (whether or not for a fee) to a person or entity any directory of users of 3rd Channel products and services or other 3rd Channel products and services user or usage information or any portion thereof. 3rd Channel has no obligation to monitor 3rd Channel products and services. 3rd Channel reserves the right to terminate your access to 3rd Channel products and services at any time, without notice, for any reason whatsoever.

3rd Channel reserves the right at all times to disclose any information as 3rd Channel deems necessary to satisfy any applicable law, regulation, legal process or governmental request, or to edit, refuse to transfer or to remove any information or materials, in whole or in part, in 3rd Channel's sole discretion.

Always use caution when giving out any personally identifiable information about yourself or your children in 3rd Channel products and services. 3rd Channel does not control or endorse the content, messages or information exchanged by means of 3rd Channel products and services and, therefore, 3rd Channel specifically disclaims any liability with regard to 3rd Channel products and services and any actions resulting from your participation in 3rd Channel products and services.

You are responsible for all activities that occur in your 3rd Channel products and services account. You agree to notify 3rd Channel immediately of any unauthorized use of your account. 3rd Channel is not responsible for any loss that you may incur as a result of any unauthorized person using your account.

PRIVACY See 3rd Channel products and services Privacy Statement for disclosures relating to the collection and use of your information.

INTERACTION WITH THIRD PARTY SITES AND SERVICES

The 3rd Channel products and services may allow you to interact with third-party Web sites and Web services ('Link(s)'). The Links are not under the control of 3rd Channel and 3rd Channel is not responsible for the contents of any Links, including without limitation any link contained in a Link, or any changes or updates to a Link. 3rd Channel is not responsible for any form of transmission received from any Link, nor is 3rd Channel responsible if the Link is not working appropriately. 3rd Channel is providing these Links to you only as a convenience, and the inclusion of any Link does not imply endorsement by 3rd Channel of the Link or any association with its operators. You are responsible for viewing and abiding by any privacy statements and terms of use posted in connection with the Links.

You are solely responsible for any dealings with third parties (including advertisers) who support 3rd Channel products and services, including the delivery of and payment for goods and services.

TERMS OF USE FOR 3rd Channel products and services-ENABLED PROPERTIES For the terms and conditions governing your use of any Web site or service that enables you to use 3rd Channel products and services other than 3rd Channel products and services itself ('3rd Channel products and services-Enabled Properties'), please refer to the applicable Terms of Use for such 3rd Channel products and services-Enabled Properties.

3rd Channel'S RIGHT TO USE FEEDBACK OR SUGGESTIONS YOU SUBMIT

By submitting any feedback or suggestions to 3rd Channel concerning 3rd Channel products and services, you warrant and represent that you own or otherwise control the rights necessary to do so and you are granting 3rd Channel and its affiliated companies permission to:

Use, modify, copy, distribute, transmit, publicly display, publicly perform, reproduce, publish, sublicense, create derivative works from, transfer, or sell any such feedback or suggestions; and Sublicense to third parties the unrestricted right to exercise any of the foregoing rights granted with respect to the feedback or suggestions. The foregoing grants shall include the right to exploit any proprietary rights in such feedback or suggestions, including but not limited to rights under copyright, trademark, service mark or patent laws under any relevant jurisdiction. No compensation will be paid with respect to 3rd Channel's use of the materials contained within such feedback or suggestions. 3rd Channel is under no obligation to post or use any materials you may provide and may remove such materials at any time in 3rd Channel's sole discretion.

This section is inapplicable to any personally identifiable information that you provide in connection with your registration for 3rd Channel products and services. For terms and conditions governing use of such information, please refer to 3rd Channel products and services Privacy Statement.

This section also is inapplicable to any documents, information, or other data that you transmit or otherwise submit to any 3rd Channel products and services-Enabled Properties. Please refer to the terms and conditions for such 3rd Channel products and services-Enabled Properties to determine the rights of the Web site or service provider to such documents, information and/or data.

SOFTWARE AND CONTENT AVAILABLE ON 3rd Channel All 3rd Channel software products and services that is made available to view and/or download in connection with 3rd Channel products and services ('Software') is owned by and is the copyrighted work of 3rd Channel and/or its suppliers. Your use of the Software is governed by the terms of the license agreement, if any, which accompanies or is included with the Software ('License Agreement'). 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 terms. For any Software not accompanied by a license agreement, 3rd Channel hereby grants to you, the user, a personal, non-transferable license to use the Software for viewing and otherwise using 3rd Channel products and services in accordance with these Terms of Use, and for no other purpose provided that you keep intact all copyright and other proprietary notices. All Software is owned by 3rd Channel and/or its suppliers and is protected by copyright laws and international treaty provisions. Any reproduction or redistribution of the Software is expressly prohibited by law, and may result in severe civil and criminal penalties. Violators will be prosecuted to the maximum extent possible. WITHOUT LIMITING THE FOREGOING, COPYING OR REPRODUCTION OF THE SOFTWARE TO ANY OTHER SERVER OR LOCATION FOR FURTHER REPRODUCTION OR REDISTRIBUTION IS EXPRESSLY PROHIBITED. THE SOFTWARE IS WARRANTED, IF AT ALL, ONLY ACCORDING TO THE TERMS OF THE LICENSE AGREEMENT. You acknowledge that the Software, and any accompanying documentation and/or technical information, is subject to applicable export control laws and regulations of the U.S.A. You agree not to export or re-export the Software, directly or indirectly, to any countries that are subject to U.S.A. export restrictions.

LIABILITY DISCLAIMER 3rd Channel AND/OR ITS RESPECTIVE SUPPLIERS MAKE NO REPRESENTATIONS ABOUT THE SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS, AND ACCURACY OF THE INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS CONTAINED ON OR OBTAINED THROUGH 3rd Channel products and services FOR ANY PURPOSE. ALL SUCH INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS ARE PROVIDED 'AS IS' WITHOUT WARRANTY OF ANY KIND. 3rd Channel AND/OR ITS RESPECTIVE SUPPLIERS HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS WITH REGARD TO THIS INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS, INCLUDING ALL IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.

IN NO EVENT SHALL 3rd Channel AND/OR ITS SUPPLIERS BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL DAMAGES OR ANY DAMAGES WHATSOEVER INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF USE, DATA OR PROFITS, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OR PERFORMANCE OF 3rd Channel products and services, WITH THE DELAY OR INABILITY TO USE 3rd Channel products and services, THE PROVISION OF OR FAILURE TO PROVIDE SERVICES, OR FOR ANY INFORMATION, SOFTWARE, PRODUCTS, OR SERVICES OBTAINED THROUGH 3rd Channel products and services, OR OTHERWISE ARISING OUT OF THE USE OF 3rd Channel products and services, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, EVEN IF 3rd Channel 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 3rd Channel products and services, OR WITH ANY OF THESE TERMS OF USE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING 3rd Channel products and services.

CUSTOMER SUPPORT 3rd Channel provides information about how to use 3rd Channel products and services as part of 3rd Channel products and services.

TERMINATION/ACCESS RESTRICTION 3rd Channel reserves the right, in its sole discretion, to terminate your access to and use of 3rd Channel products and services or any portion thereof at any time, without notice.

This Agreement is governed by the laws of the State of New York, U.S.A. You hereby irrevocably consent to the exclusive jurisdiction and venue of courts in Manhattan, New York, U.S.A. in all disputes arising out of or relating to the use of 3rd Channel products and services. You agree that no joint venture, partnership, employment, or agency relationship exists between you and 3rd Channel as a result of this agreement or use of 3rd Channel products and services. 3rd Channel may assign this agreement, in whole or in part, at any time. 3rd Channel's performance of this agreement is subject to existing laws and legal process, and nothing contained in this agreement is in derogation of 3rd Channel's right to comply with governmental, court and law enforcement requests or requirements relating to your use of 3rd Channel products and services or information provided to or gathered by 3rd Channel with respect to such use. You agree to indemnify and hold 3rd Channel, its parents, subsidiaries, affiliates, officers and employees, harmless from any claim, demand, or damage, including reasonable attorneys' fees, asserted by any third party due to or arising out of your use of or conduct on 3rd Channel products and services. If any part of this agreement 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 the agreement shall continue in effect. This agreement, including the documents expressly incorporated by reference above, constitute the entire agreement between the user and 3rd Channel with respect to 3rd Channel products and services and such agreements supersede all prior or contemporaneous communications and proposals, whether electronic, oral or written, between the user and 3rd Channel with respect to 3rd Channel products and services. A printed version of this agreement and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.

GENERAL 3rd Channel may also terminate or suspend your access to 3rd Channel products and services for inactivity, which is defined as failing to log onto 3rd Channel products and services for an extended period of time, as determined by 3rd Channel.

INTELLECTUAL PROPERTY NOTICES All contents of any 3rd Channel Web site related to 3rd Channel products and services are: Copyright � 1999-2003 3rd Channel, Inc. and/or its suppliers, c/o 3rd Channel Inc., 101 West 23rd St. #2182, New York, NY 10011 U.S.A. All rights reserved.

TRADEMARKS. 3rd Channel is a registered trademark of 3rd Channel Inc.. The names of actual companies and products mentioned herein may be the trademarks of their respective owners.

The example companies, organizations, products, people and events depicted herein are fictitious. No association with any real company, organization, product, person, or event is intended or should be inferred.

3rd Channel may have patents, patent applications, trademarks, copyrights, or other intellectual property rights covering subject matter in any Web pages that are part of 3rd Channel products and services. Except as expressly provided in these Terms of Use, the furnishing of such Web pages to you does not give you any license to these patents, trademarks, copyrights, or other intellectual property. Any rights not expressly granted herein are reserved.

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. ALL INQUIRIES NOT RELEVANT TO THE FOLLOWING PROCEDURE WILL RECEIVE NO RESPONSE. See Notice and Procedure for Making Claims of Copyright Infringement.

Revised September 1, 2002