This Agreement sets forth the terms and conditions which apply to the use by you of the ChapterWeb software (as defined below) and any other subscription product or service offered for sale or subscription by Matson & Isom Technology Consulting (MITC) and/or its affiliates. The right to use any product or service offered by Matson & Isom Technology Consulting is personal to you and is not transferable to any other person or entity.
The term “ChapterWeb” shall mean all areas of ChapterWeb software and any subscription services operated by Matson & Isom Technology Consulting on the World Wide Web. The term “Member Areas” means the user maintained areas such as message boards, content pages and other user participatory areas on the ChapterWeb Sites. ProSupport means the professional remote support for day-to-day issues and ongoing proactive service monitoring and maintenance.
Matson & Isom Technology Consulting shall have the right at any time to change or discontinue any aspect or feature of the ChapterWeb software including, but not limited to, the Member Areas and select user modules. 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 the Member Areas a revised version of this Agreement or notification by electronic mail. Any use by you of the Member Areas after such notice shall conclusively be deemed to be acceptance by you of such changes, modifications, additions or deletions. You agree to review the terms and conditions of this Agreement periodically to be aware of such revisions.
Use of ChapterWeb and the Member Areas.
- ChapterWeb software shall be used for lawful purposes only. No material shall be posted on or transmitted through the Member Areas 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, indecent or otherwise objectionable, which encourages conduct that would constitute a criminal offense, gives rise to civil liability or otherwise violates any law. No conduct shall be undertaken that, in MITC’s judgment, restricts or inhibits any other user from using or enjoying the Public or Member Areas. Advertising or commercial solicitation may be posted on or transmitted through the Member Areas but only with MITC’s express prior approval and only if the advertising or commercial solicitation complies with all conditions imposed by MITC.
- The ChapterWeb software contains copyrighted material and other proprietary information including text, code, photos, graphics, and the entire contents of ChapterWeb are copyrighted as a collective work under the United States copyright laws. MITC is the owner of the copyright in the entire Chapter Web software package. MITC owns a copyright in the selection, coordination, arrangement and enhancement of such content, as well as in the content original to it. You may not modify, publish, transmit, display, participate in the transfer or sale, create derivative works, or in any way exploit the content of the ChapterWeb software or any portion of it. Except as otherwise expressly permitted under copyright law, you may not copy, redistribute, publish, display or commercially exploit any material from the ChapterWeb software without the express permission of MITC and the copyright owner. In the event of any permitted copying, redistribution or publication of material from ChapterWeb, no changes in or deletion of author attribution, trademark, legend or copyright notice shall be made. You acknowledge that you do not acquire any ownership rights by downloading copyrighted material.
- You shall not upload, post or otherwise make available on the Member Areas any material knowingly protected by copyright, trademark or other proprietary right without the express permission of the owner of the copyright, trademark or other proprietary right. You are responsible for determining that such material is not protected by copyright, trademark or other proprietary right. You shall be solely liable for any damages resulting from any infringement of copyright, trademark or other proprietary right, or any other harm resulting from any uploading, posting or submission. Participating chapters may have members under the age of 18 posting information to the Public and Member areas of the Web site. Members under the age of 18 are the responsibility of their parent or legal guardian. Any information posted to the Public or Member areas of the site by a member under 18 years of age which does not comply with the guidlines set forth in this subscription agreement will be the sole responsibilty of the parent or legal guardian. Parents and legal guardians of those under the age of 18 agree to discuss the terms of this agreement with their children and agree to take responsibilty for information posted that does not comply with the terms of this agreement. MITC is not to be held liable for any damages created by the misconduct or misuse of the ChapterWeb software as outlined in this agreement by those members under the age of 18.
- You hereby grant to MITC and their respective affiliates worldwide, royalty-free, perpetual, irrevocable, non-exclusive right and license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform and display any e-mail sent by you to MITC (in whole or in part) and/or to incorporate it in other works in any form, media or technology now known or later developed.
- You may not (i) select or use a member name or e-mail address of another person with the intention of impersonating that person; (ii) use a member name or e-mail address of anyone else without authorization; (iii) use a member name in violation of the intellectual property rights of any person; or (iv) use a member name that MITC considers to be offensive.
- You shall provide MITC with accurate, complete and updated information provided by you at the time of registration. You are expected to keep your member profiles updated regularly so that MITC can contact you if needed.
- MITC and/or its affiliates and employees shall not cause, distribute nor allow distribution of any member’s name, address, telephone number, likeness and/or email addresses without the expressed written consent of the member.
- ChapterWeb contains links to other web sites and resources. MITC is not responsible for the availability of these external sites nor does it endorse or is it responsible for the contents, advertising, products or other materials made available on or through such external sites. Under no circumstances shall MITC be held responsible or liable, directly or indirectly, for any loss or damage caused or alleged to have been caused to a user in connection with the use of or reliance on any content, goods or services available on such external site. You should direct any concerns to such external site’s administrator or webmaster.
- You shall be responsible for obtaining and maintaining all telephone, computer hardware and other equipment needed for access to and use of the ChapterWeb software and all charges related thereto.
- The foregoing provisions of this Section 3 are for the benefit of MITC, its affiliates, third party service providers and licensors, and each shall have the right to assert and enforce such provisions directly on its own behalf.
- MITC has carefully designed the ChapterWeb software with the purpose of delivering certain content to users in a particular format and with a particular appearance. No third party shall have the right to utilize the content of ChapterWeb in any way that interferes with that purpose. In particular, MITC prohibits any party from displaying the content on the ChapterWeb sites in any format where third party advertising or other materials that MITC did not authorize is viewed or viewable together with MITC’s proprietary content.
MITC shall have the right, but not the obligation, to monitor the content of the Public and Member Areas to determine compliance with this Agreement and any other operating rules that may be established by MITC from time to time. MITC shall have the right in its sole discretion to edit, refuse to post or remove any material submitted to or posted on the Public and Member Areas. Without limiting the foregoing, MITC shall have the right, but not the obligation, to remove any material that MITC, in its sole discretion, finds to be in violation of the provisions hereof, otherwise objectionable or stale. Notwithstanding this right of MITC, users shall remain solely responsible for the content of their messages and postings. Users under the age of 18 will be the sole responsibility of their parent or legal guardian. You acknowledge and agree that neither MITC nor any of its affiliates shall assume or have any liability for any action or inaction by MITC with respect to any conduct within the Member Areas or any communication or posting on the Member or Public Areas.
Disclaimer of Warranty; Limitation of Liability
- YOU EXPRESSLY AGREE THAT USE OF THE MEMBER AREAS AND CHAPTER WEB SOFTWARE IS AT YOUR SOLE RISK. NEITHER MITC, ITS AFFILIATES NOR ANY OF THEIR RESPECTIVE EMPLOYEES, AGENTS, THIRD PARTY SERVICE PROVIDERS OR LICENSORS WARRANT THAT ChapterWeb WILL BE UNINTERRUPTED OR ERROR FREE; NOR DO THEY MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF ChapterWeb OR AS TO THE ACCURACY, RELIABILITY OR CONTENT OF ANY INFORMATION, SERVICE OR PRODUCTS PROVIDED THROUGH THE ChapterWeb SITES OR THE MEMBER AREAS.
- CHAPTERWEB AND THE MEMBER AREAS ARE PROVIDED ON AN “AS IS”, “AS AVAILABLE” 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.
- THE DISCLAIMERS OF LIABILITY CONTAINED IN THIS SECTION 5 APPLY 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. YOU SPECIFICALLY ACKNOWLEDGE THAT MITC IS NOT LIABLE FOR THE DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT OF OTHER USERS OR THIRD PARTIES AND THAT THE RISK OF INJURY FROM THE FOREGOING RESTS ENTIRELY WITH YOU.
- IN NO EVENT WILL MITC OR ANY PERSON OR ENTITY INVOLVED IN CREATING, PRODUCING OR DISTRIBUTING ChapterWeb SOFTWARE BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE USE OF OR INABILITY TO USE CHAPTER WEB OR OUT OF THE BREACH OF ANY WARRANTY. YOU HEREBY ACKNOWLEDGE THAT THE PROVISIONS OF THIS SECTION 5 SHALL APPLY TO ALL CONTENT ON ChapterWeb AND/OR THE MEMBER AREAS. MITC’S LIABILITY TO USERS, IF ANY, SHALL IN NO EVENT EXCEED THE TOTAL AMOUNT PAID TO MITC.
- MITC NEITHER ENDORSES NOR IS RESPONSIBLE FOR THE ACCURACY OR RELIABILITY OF ANY OPINION, ADVICE OR STATEMENT ON THE CHAPTER WEB SITES, NOR FOR ANY OFFENSIVE, DEFAMATORY OR OBSCENE POSTING MADE ON THE MEMBER AREAS BY ANYONE OTHER THAN AUTHORIZED MITC EMPLOYEE SPOKESPERSONS WHILE ACTING IN THEIR OFFICIAL CAPACITIES. UNDER NO CIRCUMSTANCES WILL MITC BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY YOUR RELIANCE ON INFORMATION OBTAINED THROUGH EITHER THE CONTENT ON THE ChapterWeb SITES AND/OR ANY POSTINGS ON THE MEMBER AREAS. IT IS YOUR RESPONSIBILITY TO EVALUATE THE ACCURACY, COMPLETENESS OR USEFULNESS OF ANY INFORMATION, OPINION, ADVICE OR OTHER CONTENT AVAILABLE THROUGH THE ChapterWeb SITES AND/OR THE MEMBER AREAS. PLEASE SEEK THE ADVICE OF PROFESSIONALS, AS APPROPRIATE, REGARDING THE EVALUATION OF ANY SPECIFIC INFORMATION, OPINION, ADVICE OR OTHER CONTENT, INCLUDING BUT NOT LIMITED TO FINANCIAL, HEALTH, OR LIFESTYLE INFORMATION, OPINION, ADVICE OR OTHER CONTENT.
- MITC DOES NOT ENDORSE, WARRANT OR GUARANTEE ANY PRODUCTS OR SERVICES OFFERED THROUGH THE ChapterWeb SITES AND WILL NOT BE A PARTY TO OR IN ANY WAY MONITOR ANY TRANSACTION BETWEEN USERS AND THIRD PARTY PROVIDERS OF PRODUCTS OR SERVICES. AS WITH THE PURCHASE OF A PRODUCT OR SERVICE THROUGH ANY MEDIUM OR IN ANY ENVIRONMENT,YOU SHOULD USE YOUR BEST JUDGMENT AND EXERCISE CAUTION WHERE APPROPRIATE. MITC MAKES PRODUCTS OR SERVICES AVAILABLE ON THE ChapterWeb SITES 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.
You agree to defend, indemnify and hold harmless MITC, 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 by you of the Chapter Web Sites and/or the Member Areas.
If a third party makes a claim against you that ChapterWeb software infringes its intellecutal provider rights, then MITC, at its sole cost and expense, will defend you against the claim and indemnify you from the damages, liabilities, costs and expenses awarded by the court to the third party claiming infringement or the settlement agreed to by MITC if you do the following:
– notify MITC promptly in writing, not later than 30 days after you receive notice of the claim
– give MITC sole control of the defense and any settlement negotiations; and
– give MITC the information, authority and assistance MITC needs to defend against or settle the claim
MITC shall have the right to immediately terminate this Agreement with respect to any user which MITC, in its sole discretion, considers to be unacceptable, or in the event of any breach by you of this Agreement.
All trademarks appearing on the ChapterWeb Sites are the property of their respective owners, including, in some instances, MITC.
Subscription Services; Products.
MITC makes available to users certain online subscription services such as ChapterWeb, and other paid services and products. The following terms and conditions shall apply in the event that you subscribe to ChapterWeb or any subscription service or services offered by MITC:
- ChapterWeb Subscription Terms. ChapterWeb is offered as a subscription service and does not grant ownership of the ChapterWeb software to the subscriber. The Subscription will continue until MITC receives notification of termination from you as described in subsection C below. You authorize MITC to charge the entire amount designated during the setup process the current fees and charges for each term according to the subscription plan chosen by you. All ChapterWeb software subscriptions are based on a term of one (1) year, you will be notified by MITC before the account designated by you is billed after the first term. Included in the annual fee is access to MITC’s ProSupport® remote support services for assisting with day-to-day ChapterWeb software issues should they arise. Initial fees include setup costs and annual fees paid in advance. Current fees may be obtained by going to the sign up section. You are responsible for any charges associated to connecting to the ChapterWeb Sites, including but not limited to, any telephone line charges or any Internet access provider charges. You shall provide MITC with accurate, complete and updated information as to your name and e-mail address and billing information provided by you at registration. Failure to do so shall constitute a breach of this Agreement.
- Changed Terms. MITC shall have the right at any time to impose, change or modify its fees and billing methods, or other terms and conditions applicable to your use of the Subscription or to impose new terms and conditions. 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 the ChapterWeb site a revised version of this Agreement or notification by electronic or conventional mail. If any such change is unacceptable to you, you may terminate your Subscription as provided in subsection C below. Any use of the Subscription by you after such notice shall conclusively be deemed to constitute acceptance by you of such changes, modifications, additions or deletions. You agree to review the terms and conditions periodically to be aware of such revisions. You may also be subject to additional terms and conditions imposed by third party service providers in connection with third party services, software or services.
- Termination. Either you or MITC may terminate this Agreement at any time. Your only right with respect to any dissatisfaction with (i) any terms and conditions of this Agreement, or policy or practice of MITC in operating the ChapterWeb Sites and/or the Member Areas, (ii) content available through the Subscription or change therein, or (iii) amount or type of fees or billing methods, or change therein, is to terminate this Agreement by sending notice to Matson & Isom Technology Consulting, P.O. Box 6189, Chico, California 95927 or by e-mail sent to email@example.com. Notice of termination will be effective upon receipt by MITC Without limiting the foregoing, MITC shall have the right to immediately terminate this Agreement with respect to any user which MITC, in its sole discretion, considers to be unacceptable, or in the event of any breach by you of this Agreement. In the event that your account is terminated or cancelled, no refund of any fees, including annual subscription fee, will be granted. Fees paid for any Subscription are paid in advance and are not refundable in whole or in part, provided, however, that in the event of termination by MITC for any reason other than breach of this Agreement by you or termination by you in accordance with this subsection C of this Agreement in which you identify the termination as resulting from changed terms, MITC shall make a pro rata refund to you.
Products and Other Services.
With respect to products and services offered for sale by MITC and third parties or through MITC Sites you shall be informed of all terms of the offer, including but not limited to pricing, methods of payment, shipping and handling, credit card information, sales tax, return and refund policies and applicable privacy policies on the screen where you make the purchase.
This Agreement and any operating rules for ChapterWeb and the Member Areas established by MITC constitute the entire agreement of the parties with respect to the subject matter hereof, and supersede all previous written or oral agreements between the parties with respect to such subject matter. This Agreement shall be construed in accordance with the laws of the State of California, without regard to its conflict of laws rules. No waiver by either party of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default. The section headings used herein are for convenience only and shall not be given any legal import.