XPLISIT.COM'S SERVICES ARE USED IN PROVIDING THESE
SERVICES TO YOU ON THIS SITE ("SERVICES") AND INCLUDE PROPRIETARY
MATERIALS, THE USE OF WHICH IS SUBJECT TO THE TERMS AND CONDITIONS OF THIS
END-USER AGREEMENT, AS AMENDED FROM TIME TO TIME UPON NOTICE FROM EVERYONE.NET,
WHICH NOTICE MAY BE PROVIDED TO YOU ON THE PAGES THROUGH WHICH YOU ACCESS OR
USE THE SERVICES. PROCEEDING WITH THE USE OF THE SERVICES, OR THE CONTINUED USE
OF THE SERVICES AFTER RECEIVING NOTICE OF ANY CHANGES, CONSTITUTES YOUR ASSENT
TO AND ACCEPTANCE OF THE END-USER AGREEMENT AND EXHIBIT A HERETO. IF YOU DO NOT
AGREE WITH ALL THE TERMS, YOU MUST NOT USE THE SERVICES!
This End-User Services Agreement ("Agreement")
is an agreement between you, an individual or an individual acting on behalf of
your employer, a corporation, partnership, or other legal entity that will be
using Xplisit.com 's services ("User"), and the owner of the Web site
through which you have requested Xplisit.com's services ("Client").
Xplisit.com's services, as described below in Section 2 and Exhibit A hereto
(the "Services"), include proprietary materials, the use of which is
subject to the terms and conditions of this Agreement.
1. ACKNOWLEDGMENT AND ACCEPTANCE OF AGREEMENT
The Services, provided to the User under the terms and
conditions of this Agreement and Exhibit A hereto, any amendments to this
Agreement and/or Exhibit A, and any operating rules or policies that may be
published from time to time, all of which are hereby incorporated by reference.
This Agreement comprises the entire agreement between User and Xplisit.com and supersedes any prior agreements
pertaining to the subject matter contained herein.
2. DESCRIPTION OF SERVICES
Xplisit.com, on behalf of Client, is providing User with
any or all of the following services: see http://www.xplisit.com/services.asp
and any other services which Xplisit.com may elect to provide on behalf of
Client in the future. These Services are provided to User at the discretion of
Client, and Xplisit.com has no obligation to provide the Services directly to
User. Company has some services that are free of charge(though Xplisit.com may
do so at any time in the future) and payment services.
Xplisit.com and Client also reserve the right to modify or
discontinue, temporarily or permanently, the Services with or without notice to
User. User agrees that Company, Client, and their third party service providers
shall not be liable to User or any third party for any modification or
discontinuance of the Services.
3. USER'S REGISTRATION OBLIGATIONS
In consideration of use of the Services, User agrees to:
(a) provide true, accurate, current, and complete information about User as
prompted by the registration form; and (b) to maintain and update this
information to keep it true, accurate, current, and complete. If any
information provided by User ("Registration Data") is untrue,
inaccurate, not current, or incomplete, Xplisit.com and Client have the right
to terminate User's account and refuse any and all current and/or future use of
the Services.
4. USE OF REGISTRATION DATA
User acknowledges that Registration Data is to be shared
between Xplisit.com and Client. Xplisit.com and Client agree not to contact
User if User informs Xplisit.com of User's preference not to be contacted.
Xplisit.com shall inform Client if User states a preference not to be contacted.
However, Xplisit.com shall not be responsible or liable if Client contacts
User, permits a third party to contact User, or provides or discloses User's
Registration Data to any third party.
User agrees that Xplisit.com, Client, or a designee of Xplisit.com
or Client may disclose Registration Data to third parties about User and
information about User's use of the Services, provided that such disclosures do
not include User's name, mailing address, email address, telephone or facsimile
number, or account number, unless: (a) User has joined the Xplisit.Benefits!™
program, has co-registered to receive any third party products or services, or
has otherwise authorized Company and/or Client to disclose such information;
(b) such disclosure is required by law or legal process; or (c) User violates
any of the terms set forth in Section 7 below. The terms for using this service
free of charge for you as a user on an temporary time limit, is that you agree
to automatically be joined in the on Xplisit.Benefits!™ program.
This Agreement includes the terms and conditions of
Xplisit.com's Privacy Policy, a copy of which is located at http://xplisit.com/privacy_policy.asp,
and which is hereby incorporated by reference. In the event that there exists
any inconsistency between this Agreement and the Privacy Policy, the terms and
conditions of the Privacy Policy shall take precedence.
5. USER CONTENT
Xplisit.com and Client consider any information
transmitted via the Services to be the private correspondence of the sender.
Neither Xplisit.com nor Client will monitor, edit, or disclose the contents of
a User's private communications, except that User agrees that Xplisit.com,
Client, and their third party service providers may do so: (a) as required by
law; (b) to comply with legal process; (c) if necessary to enforce this
Agreement; (d) to respond to claims that such contents violate the rights of
third parties; or (e) to protect the rights or property of Company, Client, its
third party service providers, or others.
User acknowledges that content posted to public community
areas is publicly available and that Xplisit.com does not take any
responsibility for such content. However, Xplisit.com reserves the right to
remove any public content posted by a User that violates any law or condition
of this Agreement, upon notice of such violation.
User understands and agrees that technical (and sometimes
manual) processing of email communications, search requests, community
postings, and any other information supplied by User is and may be required:
(a) to send and receive messages; (b) to conform to the technical requirements
of connecting networks; (c) to conform to the limitations of the Services; or
(d) to conform to other, similar technical requirements.
User acknowledges and agrees that Xplisit.com, Client and
their third party service providers do not endorse the content of any User
communications and are not responsible or liable for any unlawful, harassing,
libelous, privacy invading, abusive, threatening, harmful, vulgar, obscene,
indecent, tortious, or otherwise objectionable content, or content that
infringes or may infringe the intellectual property or other rights of another.
6. USER NAME, MEMBER ACCOUNT, PASSWORD AND SECURITY
User will be asked to choose the first part of its user
name, which will be followed by the "@" symbol and Client's domain
name (Example: YourNameHere@ClientSite.com.). User agrees to choose a user name
which is unique, not obscene, unlawful, or otherwise objectionable, in Xplisit.com's
sole discretion.
User will receive a designated password and account upon
completing the registration process for the Services. User is responsible for
maintaining the confidentiality of the password and account, and is fully
responsible for all activities that occur under User's account. User agrees to
immediately notify Xplisit.com of any unauthorized use of User's password or
account or of any other breach of security.
7. USER CONDUCT
User agrees to abide by all applicable local, state,
national, and international laws and regulations during use of the Services,
and agrees not to interfere with the use and enjoyment of the Services by other
users. User agrees to be solely responsible for the contents of User's private
and public communications, whether uploaded, posted, emailed, or otherwise
transmitted through the Services.
User agrees: (a) not to use the Services for illegal
purposes; (b) not to interfere with or disrupt the Services or servers or
networks connected to the Services; (c) to comply with all requirements,
procedures, policies, and regulations of networks connected to the Services;
(d) not to resell the Services or use of or access to the Services; and (e) to
comply with all applicable laws regarding the transmission of technical data..
User agrees not to upload, post, email, or otherwise
transmit through the Services: (a) any unlawful, harassing, libelous, privacy
invading, abusive, threatening, harmful, vulgar, obscene, indecent, tortuous,
or otherwise objectionable material of any kind; (b) any material that violates
the rights of another, including, but not limited to, the intellectual property
rights of another; (c) any material that violates any applicable local, state,
national, or international law or regulation; or (d) unsolicited or
unauthorized advertisements, promotional materials, "junk mail,"
"spam," "chain letters," or other forms of solicitation.
User agrees not to attempt to gain unauthorized access to other computer
systems or networks connected to the Services. User acknowledges and agrees
that Xplisit.com may ban User from future use of the Services if User does not
comply with Xplisit.com's standards of conduct, even if User attempts to use
the Services through another Client or under a different name. Furthermore,
User acknowledges and agrees that Xplisit.com may recover damages from User if
User violates these terms.
8. INDEMNITY
User agrees to indemnify and hold Xplisit.com, Client, and
their third party service providers, and their parents, subsidiaries, affiliates,
officers, and employees, harmless from any claim or demand, including
reasonable attorneys' fees, made by any third party due to or arising out of
User's use of the Services, User's connection to the Services, User's violation
of this Agreement, or User's violation of any rights of another party.
9. STORAGE OF COMMUNICATIONS
Xplisit.com, Client, and their third party service
providers assume no responsibility for the deletion or failure to store data,
communications, or other content maintained or transmitted through the
Services. Company may establish in its sole discretion an upper limit on the
extent of message storage it will maintain for User.
10. TERMINATION
(a) User agrees that Xplisit.com, Client, or their third
party service providers may terminate User's password, account, or use of the
Services if Xplisit.com, Client, or their third party service providers
believe: (i) that User has violated or acted inconsistently with the letter or
spirit of this Agreement; or (ii) that User has violated the rights of
Xplisit.com, Client, or their third party service providers or other Users or
parties. User further agrees that Xplisit.com, Client, and their third party
service providers may terminate User's password, account, or use of the Services
if User fails to use the Services at least one time during a reasonable period
of time, which shall not be less than sixty (60) days, as determined from time
to time by Xplisit.com and Client.
(b) User agrees Xplisit.com and Client may immediately delete
User's account and all related information, communications, and files, and may
bar any further access to such account, communications, files, or the Services
under any provision of this Agreement. User also acknowledges and agrees that
termination of any of the Services may be effected without prior notice.
11. LINKS
The Services may provide, or users may include in email or
community postings, links to other Web sites or resources. However, User agrees
not to include in email or community postings (or elsewhere via the Services)
any "deep link" which leads to a web page, other than the home page,
of another party's web site unless such a link is authorized by the owner of
that web site. User acknowledges and agrees that Xplisit.com, Client, and their
third party service providers are not responsible for the availability of such
external sites or resources, or for User's use of deep links, and that
Xplisit.com, Client, and their third party service providers do not endorse and
are not responsible or liable for any content, advertising, products, or other
materials on or available from such sites or resources.
12. XPLISIT.COM'S PROPRIETARY RIGHTS
User acknowledges and agrees that content, including, but
not limited to, text, software, music, sound, photographs, graphics, video, or
other material contained in sponsor advertisements or information presented to
User through the Services or third party advertisers is protected by
copyrights, trademarks, service marks, patents, or other proprietary rights and
laws. User acknowledges and agrees that User is permitted to use this material
and information only as expressly authorized by Xplisit.com, Client, or
advertisers, as applicable, and may not copy, reproduce, transmit, distribute,
or create derivative works of such content or information without such express
authorization.
13. DISCLAIMER OF WARRANTIES
(a) USER EXPRESSLY AGREES THAT USE OF THE SERVICES IS AT
USER'S SOLE RISK. THE SERVICES ARE PROVIDED ON AN "AS IS" AND
"AS AVAILABLE" BASIS.
(b) XPLISIT.COM, CLIENT, AND THEIR THIRD PARTY SERVICE
PROVIDERS EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR
IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
(c) XPLISIT.COM, CLIENT, AND THEIR THIRD PARTY SERVICE
PROVIDERS MAKE NO WARRANTY THAT THE SERVICES WILL MEET USER'S REQUIREMENTS OR
THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE; NOR
DOES XPLISIT.COM, CLIENT, OR ITS THIRD PARTY SERVICE PROVIDERS MAKE ANY
WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES,
OR AS TO THE ACCURACY OR RELIABILITY OF ANY INFORMATION OBTAINED THROUGH THE
SERVICES, OR THAT DEFECTS IN THE SOFTWARE WILL BE CORRECTED.
(d) USER UNDERSTANDS AND AGREES THAT ANY INFORMATION,
CONTENT, DATA, OR OTHER MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH OR
FROM THE SERVICES IS OBTAINED AT USER'S OWN DISCRETION AND RISK, AND THAT USER
WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO USER'S COMPUTER SYSTEM OR ANY LOSS
OF DATA THAT RESULTS FROM THE DOWNLOAD OF SUCH MATERIAL OR DATA.
(e) XPLISIT.COM, CLIENT AND THEIR THIRD PARTY SERVICE
PROVIDERS MAKE NO WARRANTY REGARDING ANY GOODS OR SERVICES PURCHASED OR
OBTAINED THROUGH OR FROM THE SERVICES OR ANY TRANSACTIONS ENTERED INTO THROUGH
THE SERVICES.
(f) NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN,
OBTAINED BY USER FROM XPLISIT.COM, CLIENT, OR THEIR THIRD PARTY SERVICE
PROVIDERS, OR THROUGH OR FROM THE SERVICES, SHALL CREATE ANY WARRANTY NOT
EXPRESSLY STATED HEREIN.
(g) SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF
CERTAIN WARRANTIES, THEREFORE SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO
SOME USERS.
14. LIMITATION OF LIABILITY
(a) USER AGREES THAT XPLISIT.COM, CLIENT AND THEIR THIRD
PARTY SERVICE PROVIDERS SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL,
SPECIAL OR CONSEQUENTIAL DAMAGES RESULTING FROM THE USE OR THE INABILITY TO USE
THE SERVICES, OR FOR COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES, OR
RESULTING FROM ANY GOODS OR SERVICES PURCHASED OR OBTAINED, OR FROM MESSAGES
RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE SERVICES, OR
RESULTING FROM UNAUTHORIZED ACCESS TO OR ALTERATION OF USER'S TRANSMISSIONS OR
DATA, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, USE, DATA, OR
OTHER INTANGIBLES, EVEN IF XPLISIT.COM, CLIENT, OR THEIR THIRD PARTY SERVICE
PROVIDERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
(b) USER FURTHER AGREES THAT XPLISIT.COM, CLIENT, AND
THEIR THIRD PARTY SERVICE PROVIDERS SHALL NOT BE LIABLE FOR ANY DAMAGES ARISING
FROM INTERRUPTION, SUSPENSION, OR TERMINATION OF SERVICES, INCLUDING, BUT NOT
LIMITED TO, DIRECT, INDIRECT, INCIDENTAL, SPECIAL CONSEQUENTIAL, OR EXEMPLARY
DAMAGES, WHETHER SUCH INTERRUPTION, SUSPENSION, OR TERMINATION WAS JUSTIFIED OR
NOT, NEGLIGENT OR INTENTIONAL, INADVERTENT OR ADVERTENT.
(c) User acknowledges that Pursuant to Section 512 of the
Digital Millennium Copyright Act, Xplisit.com has a policy providing for
termination of Services to account holders who are repeat offenders. However,
USER ACKNOWLEDGES AND AGREES THAT IN NO EVENT SHALL XPLISIT.COM BE LIABLE FOR
ANY DAMAGES, WHETHER IN CONTRACT OR TORT, INCLUDING, BUT NOT LIMITED TO,
DIRECT, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, OR LOST PROFITS OR COST
OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, ARISING OUT OF COMPLIANCE OR
REASONABLE ATTEMPTS TO: (i) COMPLY WITH UNITED STATES COPYRIGHT ACT; OR (ii)
SATISFY REQUIREMENTS TO QUALIFY FOR THE SAFE HARBORS DESIGNATED IN SECTION 512
OF THE DIGITAL MILLENNIUM COPYRIGHT ACT.
(d) IN NO EVENT SHALL XPLISIT.COM BE LIABLE FOR ANY AND
ALL MATTERS RELATING TO THIS AGREEMENT FOR ANY AGGREGATE AMOUNT IN EXCESS OF
$50.
(e) SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR
EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, THEREFORE SOME
OF THE ABOVE LIMITATIONS MAY NOT APPLY TO SOME USERS.
(f) If you have chosen the virus scanner, please be
advised that this virus scanner may not be able to detect or repair all viruses
and variants, as new viruses and variants frequently appear. Please be aware
that there is a risk involved whenever downloading email attachments to your
computer or sending email attachments to others and that, as provided in the
Terms of Service, neither Xplisit.com nor its licensors are responsible for any
damages caused by your decision to do so.
15. AMENDMENT
Xplisit.com may modify this Agreement at any time, and
such modifications shall be effective immediately upon posting or other method
of notification to User, which notice may be provided on the Web pages through
which User accesses or uses the Services. User's continued access or use of the
Services shall be deemed to be User's conclusive acceptance of the modified
Agreement.
16. GENERAL
Xplisit.com's and Client's third party service providers
are intended beneficiaries of this Agreement. Xplisit.com shall not be liable
to User for any breach by Client of this Agreement or the Privacy Policy. This
Agreement and the relationship between User and Xplisit.com and Client shall be
governed by the laws of Norway without regard to its conflict of law
provisions. User, Xplisit.com, and Client agree to submit to the personal and
exclusive jurisdiction of the courts located in Norway. The failure of Xplisit.com,
Client, and their third party service providers to exercise or enforce any
right or provision of this Agreement shall not constitute a waiver of such
right or provision. If any provision of this Agreement is found by a court of
competent jurisdiction to be invalid, the parties nevertheless agree that the
court should endeavor to give effect to the parties' intentions as reflected in
the provision and rule that the other provisions of this Agreement remain in
full force and effect. User agrees that regardless of any statute or law to the
contrary, any claim or cause of action arising out of or related to use of the
Services or this Agreement must be filed within one (1) year after such claim
or cause of action arose or be forever barred.
I HAVE READ AND UNDERSTAND THE FOREGOING AGREEMENT AND
AGREE TO BE BOUND BY ALL OF ITS TERMS.