1. ACCEPTANCE OF TERMS
A. This Agreement, which incorporates by reference other provisions applicable to use of Internet Access, including, but not limited to, supplemental terms and conditions set forth hereof (“Supplemental Terms”) governing the use of certain specific material contained in Internet Access, sets forth the terms and conditions that apply to use of Internet Access by Guest. By using Sequent (other than to read this Agreement for the first time), Guest agrees to comply with all of the terms and conditions hereof. The right to use Internet Access is personal to Guest and is not transferable to any other person or entity. Guest is responsible for all use of Guest’s Account (under any screen name or password) and for ensuring that all use of Guest’s Account complies fully with the provisions of this Agreement. Guest shall be responsible for protecting the confidentiality of Guest’s password(s), if any.
B. Sequent shall have the right at any time to change or discontinue any aspect or feature of Internet Access, including, but not limited to, content, hours of availability, and equipment needed for access or use.
2. CHANGED TERMS
Sequent shall have the right at any time to change or modify the terms and conditions applicable to Guest’s use of Internet Access, or any part thereof, or to impose new conditions, including, but not limited to, adding fees and charges for use. Such changes, modifications, additions or deletions shall be effective immediately upon notice thereof, which may be given by means including, but not limited to, posting on Internet Access, or by electronic or conventional mail, or by any other means by which Guest obtains notice thereof. Any use of Internet Access by Guest after such notice shall be deemed to constitute acceptance by Guest of such changes, modifications or additions.
3. DESCRIPTION OF SERVICES
Through its Web property, Sequent provides Guest with access to a variety of resources, including download areas, communication forums and product information (collectively “Services”). The Services, including any updates, enhancements, new features, and/or the addition of any new Web properties, are subject to the TOS.
Guest shall be responsible for obtaining and maintaining all telephone, computer hardware, software and other equipment needed for access to and use of Internet Access and all charges related thereto.
5. GUEST CONDUCT
A. Guest shall use Internet Access for lawful purposes only. Guest shall not post or transmit through Internet Access any material which violates or infringes in any way upon the rights of others, which is unlawful, threatening, abusive, defamatory, invasive of privacy or publicity rights, vulgar, obscene, profane or otherwise objectionable, which encourages conduct that would constitute a criminal offense, give rise to civil liability or otherwise violate any law, or which, without Sequent ‘s express prior approval, contains advertising or any solicitation with respect to products or services. Any conduct by a Guest that in Sequent ‘s discretion restricts or inhibits any other Guest from using or enjoying Internet Access will not be permitted. Guest shall not use Internet Access to advertise or perform any commercial solicitation, including, but not limited to, the solicitation of Guests to become subscribers of other on-line information services competitive with Sequent .
B. Internet Access contains copyrighted material, trademarks and other proprietary information, including, but not limited to, text, software, photos, video, graphics, music and sound, and the entire contents of Internet Access are copyrighted as a collective work under the U.S. copyright laws. Sequent owns a copyright in the selection, coordination, arrangement and enhancement of such content, as well as in the content original to it. Guest may not modify, publish, transmit, participate in the transfer or sale, create derivative works, or in any way exploit, any of the content, in whole or in part. Guest may download copyrighted material for Guest’s personal use only. Except as otherwise expressly permitted under copyright law, no copying, redistribution, retransmission, publication or commercial exploitation of downloaded material will be permitted without the express permission of Sequent and the copyright owner. In the event of any permitted copying, redistribution or publication of copyrighted material, no changes in or deletion of author attribution, trademark legend or copyright notice shall be made. Guest acknowledges that it does not acquire any ownership rights by downloading copyrighted material.
C. Guest shall not upload, post or otherwise make available on Internet Access any material protected by copyright, trademark or other proprietary right without the express permission of the owner of the copyright, trademark or other proprietary right and the burden of determining that any material is not protected by copyright rests with Guest. Guest shall be solely liable for any damage resulting from any infringement of copyrights, proprietary rights, or any other harm resulting from such a submission. By submitting material to any public area of Internet Access, Guest automatically grants, or warrants that the owner of such material has expressly granted Sequent the royalty-free, perpetual, irrevocable, non-exclusive right and license to use, reproduce, modify, adapt, publish, translate and distribute such material (in whole or in part) worldwide and/or to incorporate it in other works in any form, media or technology now known or hereafter developed for the full term of any copyright that may exist in such material. Guest also permits any other Guest to access, view, store or reproduce the material for that Guest’s personal use. Guest hereby grants Sequent the right to edit, copy, publish and distribute any material made available on Internet Access by Guest.
D. The foregoing provisions of Section 5 are for the benefit of Sequent, its subsidiaries, affiliates and its third party content providers and licensors and each shall have the right to assert and enforce such provisions directly or on its own behalf.
6. USE OF SERVICES
The Services may contain email services, bulletin board services, chat areas, news groups, forums, communities, personal web pages, calendars, photo albums, file cabinets and/or other message or communication facilities designed to enable Guest to communicate with others (each a “Communication Service” and collectively “Communication Services”). Guest agrees to use the Communication Services only to post, send and receive messages and material that are proper and, when applicable, related to the particular Communication Service. By way of example, and not as a limitation, Guest agrees that when using the Communication Services, Guest will not:
ƒá Use the Communication Services in connection with surveys, contests, pyramid schemes, chain letters, junk email, spamming or any duplicative or unsolicited messages (commercial or otherwise).
ƒá Defame, abuse, harass, stalk, threaten or otherwise violate the legal rights (such as rights of privacy and publicity) of others.
ƒá Publish, post, upload, distribute or disseminate any inappropriate, profane, defamatory, obscene, indecent or unlawful topic, name, material or information.
ƒá Upload, 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 Guest own or control the rights thereto or have received all necessary consent to do the same.
ƒá Use any material or information, including images or photographs, which are made available through the Services in any manner that infringes any copyright, trademark, patent, trade secret, or other proprietary right of any party.
ƒá Upload 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.
ƒá Advertise or offer to sell or buy any goods or services for any business purpose, unless such Communication Services specifically allows such messages.
ƒá Download any file posted by another Guest of a Communication Service that Guest know, or reasonably should know, cannot be legally reproduced, displayed, performed, and/or distributed in such manner.
ƒá Falsify or delete any copyright management information, such as 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 uploaded.
ƒá Restrict or inhibit any other Guest from using and enjoying the Communication Services.
ƒá Violate any code of conduct or other guidelines which may be applicable for any particular Communication Service.
ƒá Harvest or otherwise collect information about others, including email addresses.
ƒá Violate any applicable laws or regulations.
ƒá Create a false identity for the purpose of misleading others.
ƒá Use, download or otherwise copy, or provide (whether or not for a fee) to a person or entity any directory of Guests of the Services or other Guest or usage information or any portion thereof.
Sequent has no obligation to monitor the Communication Services. However, Sequent reserves the right to review materials posted to the Communication Services and to remove any materials in its sole discretion. Sequent reserves the right to terminate Guest¡¦s access to any or all of the Communication Services at any time, without notice, for any reason whatsoever. Sequent reserves the right at all times to disclose any information as it deems necessary to satisfy any applicable law, regulation, legal process or governmental request, or to edit, refuse to post or to remove any information or materials, in whole or in part, in Sequent’s sole discretion.
Materials uploaded to the Communication Services may be subject to posted limitations on usage, reproduction and/or dissemination; Guest is responsible for adhering to such limitations if Guest downloads the materials.
Always use caution when giving out any personally identifiable information in any Communication Services. Sequent does not control or endorse the content, messages or information found in any Communication Services and, therefore, Sequent specifically disclaims any liability with regard to the Communication Services and any actions resulting from Guest¡¦s participation in any Communication Services. Managers and hosts are not authorized Sequent spokespersons, and their views do not necessarily reflect those of Sequent.
7. MEMBER ACCOUNT, PASSWORD, AND SECURITY
If any of the Services requires Guest to open an account, Guest must complete the registration process by providing Sequent with current, complete and accurate information as prompted by the applicable registration form. Guest also will choose a password and a Guest name. Guest is entirely responsible for maintaining the confidentiality of Guest¡¦s password and account. Furthermore, Guest is entirely responsible for any and all activities that occur under Guest¡¦s account. Guest agrees to notify Sequent immediately of any unauthorized use of Guest¡¦s account or any other breach of security. Sequent will not be liable for any loss that Guest may incur as a result of someone else using Guest¡¦s password or account, either with or without Guest¡¦s knowledge. However, Guest could be held liable for losses incurred by Sequent or another party due to someone else using Guest¡¦s account or password. Guest may not use anyone else’s account at any time, without the permission of the account holder.
8. NOTICES REGARDING SOFTWARE, DOCUMENTS AND SERVICES AVAILABLE ON THIS SITE
IN NO EVENT SHALL Sequent AND/OR ITS RESPECTIVE SUPPLIERS BE LIABLE FOR ANY SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES OR ANY DAMAGES WHATSOEVER RESULTING FROM LOSS OF USE, DATA OR PROFITS, WHETHER IN AN ACTION OF CONTRACT, NEGLIGENCE OR OTHER TORTIOUS ACTION, ARISING OUT OF OR IN CONNECTION WITH THE USE OR PERFORMANCE OF SOFTWARE, DOCUMENTS, PROVISION OF OR FAILURE TO PROVIDE SERVICES, OR INFORMATION AVAILABLE FROM THE SERVICES.
9. DISCLAIMER OF WARRANTY; LIMITATION OF LIABILITY
A. GUEST EXPRESSLY AGREES THAT USE OF Internet Access IS AT GUEST’S SOLE RISK. NEITHER Sequent, ITS AFFILIATES NOR ANY OF THEIR RESPECTIVE EMPLOYEES, AGENTS, THIRD PARTY CONTENT PROVIDERS OR LICENSORS WARRANT THAT Internet Access WILL BE UNINTERRUPTED OR ERROR FREE; NOR DO THEY MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF Internet Access, OR AS TO THE ACCURACY, RELIABILITY OR CONTENT OF ANY INFORMATION, SERVICE, OR MERCHANDISE PROVIDED THROUGH Internet Access.
B. Internet Access IS PROVIDED ON AN “AS IS” BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF TITLE OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OTHER THAN THOSE WARRANTIES WHICH ARE IMPLIED BY AND INCAPABLE OF EXCLUSION, RESTRICTION OR MODIFICATION UNDER THE LAWS APPLICABLE TO THIS AGREEMENT.
C. THIS DISCLAIMER OF LIABILITY APPLIES TO ANY DAMAGES OR INJURY CAUSED BY ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS, COMMUNICATION LINE FAILURE, THEFT OR DESTRUCTION OR UNAUTHORIZED ACCESS TO, ALTERATION OF, OR USE OF RECORD, WHETHER FOR BREACH OF CONTRACT, TORTIOUS BEHAVIOR, NEGLIGENCE, OR UNDER ANY OTHER CAUSE OF ACTION. GUEST SPECIFICALLY ACKNOWLEDGES THAT Sequent IS NOT LIABLE FOR THE DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT OF OTHER GUESTS OR THIRD-PARTIES AND THAT THE RISK OF INJURY FROM THE FOREGOING RESTS ENTIRELY WITH GUEST.
D. IN NO EVENT WILL Sequent, OR ANY PERSON OR ENTITY INVOLVED IN CREATING, PRODUCING OR DISTRIBUTING Internet Access OR THE Sequent SOFTWARE, BE LIABLE FOR ANY DAMAGES, INCLUDING, WITHOUT LIMITATION, DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES ARISING OUT OF THE USE OF OR INABILITY TO USE Internet Access. GUEST HEREBY ACKNOWLEDGES THAT THE PROVISIONS OF THIS SECTION SHALL APPLY TO ALL CONTENT ON THE SITE.
E. IN ADDITION TO THE TERMS SET FORTH ABOVE NEITHER, Sequent, NOR ITS AFFILIATES, INFORMATION PROVIDERS OR CONTENT PARTNERS SHALL BE LIABLE REGARDLESS OF THE CAUSE OR DURATION, FOR ANY ERRORS, INACCURACIES, OMISSIONS, OR OTHER DEFECTS IN, OR UNTIMELINESS OR UNAUTHENTICITY OF, THE INFORMATION CONTAINED WITHIN Internet Access, OR FOR ANY DELAY OR INTERRUPTION IN THE TRANSMISSION THEREOF TO THE GUEST, OR FOR ANY CLAIMS OR LOSSES ARISING THEREFROM OR OCCASIONED THEREBY. NONE OF THE FOREGOING PARTIES SHALL BE LIABLE FOR ANY THIRD-PARTY CLAIMS OR LOSSES OF ANY NATURE, INCLUDING, BUT NOT LIMITED TO, LOST PROFITS, PUNITIVE OR CONSEQUENTIAL DAMAGES.
F. PRIOR TO THE EXECUTION OF A STOCK TRADE, GUESTS ARE ADVISED TO CONSULT WITH YOUR BROKER OR OTHER FINANCIAL REPRESENTATIVE TO VERIFY PRICING OR OTHER INFORMATION. Sequent, ITS AFFILIATES, INFORMATION PROVIDERS OR CONTENT PARTNERS SHALL HAVE NO LIABILITY FOR INVESTMENT DECISIONS BASED ON THE INFORMATION PROVIDED. NEITHER, Sequent, NOR ITS AFFILIATES, INFORMATION PROVIDERS OR CONTENT PARTNERS WARRANT OR GUARANTEE THE TIMELINESS, SEQUENCE, ACCURACY OR COMPLETENESS OF THIS INFORMATION. ADDITIONALLY, THERE ARE NO WARRANTIES AS TO THE RESULTS OBTAINED FROM THE USE OF THE INFORMATION.
G. FORCE MAJEURE ¡V NEITHER PARTY WILL BE RESPONSIBLE FOR ANY FAILURE OR DELAY IN PERFORMANCE DUE TO CIRCUMSTANCES BEYOND ITS REASONABLE CONTROL, INCLUDING, WITHOUT LIMITATION, ACTS OF GOD, WAR, RIOT, EMBARGOES, ACTS OF CIVIL OR MILITARY AUTHORITIES, FIRE, FLOODS, ACCIDENTS, SERVICE OUTAGES RESULTING FROM EQUIPMENT AND/OR SOFTWARE FAILURE AND/OR TELECOMMUNICATIONS FAILURES, POWER FAILURES, NETWORK FAILURES, FAILURES OF THIRD PARTY SERVICE PROVIDERS (INCLUDING PROVIDERS OF INTERNET SERVICES AND TELECOMMUNICATIONS). THE PARTY AFFECTED BY ANY SUCH EVENT SHALL NOTIFY THE OTHER PARTY WITHIN A MAXIMUM OF FIFTEEN (15) DAYS FROM ITS OCCURENCE. THE PERFORMANCE OF THS AGREEMENT SHALL THEN BE SUSPENDED FOR AS LONG AS ANY SUCH EVENT SHALL PREVENT THE AFFECTED PARTY FROM PERFORMING ITS OBLIGATIONS UNDER THIS AGREEMENT.
10. UNSOLICITED IDEA SUBMISSION POLICY
Sequent OR ANY OF ITS EMPLOYEES DO NOT ACCEPT OR CONSIDER UNSOLICITED IDEAS, INCLUDING IDEAS FOR NEW ADVERTISING CAMPAIGNS, NEW PROMOTIONS, NEW PRODUCTS OR TECHNOLOGIES, PROCESSES, MATERIALS, MARKETING PLANS OR NEW PRODUCT NAMES. PLEASE DO NOT SEND ANY ORIGINAL CREATIVE ARTWORK, SAMPLES, DEMOS, OR OTHER WORKS. THE SOLE PURPOSE OF THIS POLICY IS TO AVOID POTENTIAL MISUNDERSTANDINGS OR DISPUTES WHEN SEQUENT’S PRODUCTS OR MARKETING STRATEGIES MIGHT SEEM SIMILAR TO IDEAS SUBMITTED TO Sequent. SO, PLEASE DO NOT SEND YOUR UNSOLICITED IDEAS TO Sequent OR ANYONE AT Sequent. IF, DESPITE OUR REQUEST THAT YOU NOT SEND US YOUR IDEAS AND MATERIALS, YOU STILL SEND THEM, PLEASE UNDERSTAND THAT Sequent MAKES NO ASSURANCES THAT YOUR IDEAS AND MATERIALS WILL BE TREATED AS CONFIDENTIAL OR PROPRIETARY.
Sequent shall have the right, but not the obligation, to monitor the content of Internet Access, including chat rooms and forums, to determine compliance with this Agreement and any operating rules established by Sequent and to satisfy any law, regulation or authorized government request. Sequent shall have the right in its sole discretion to edit, refuse to post or remove any material submitted to or posted on Internet Access. Without limiting the foregoing, Sequent shall have the right to remove any material that Sequent, in its sole discretion, finds to be in violation of the provisions hereof or otherwise objectionable.
Guest agrees to defend, indemnify and hold harmless Sequent, its affiliates and their respective directors, officers, employees and agents from and against all claims and expenses, including attorneys’ fees, arising out of the use of Sequent by Guest or Guest’s Account.
13. COPYRIGHT NOTICE
Sequent its logos are trademarks of Sequent Ltd. All rights reserved. All other trademarks appearing on Sequent are the property of their respective owners.