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| Terms And Conditions |
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TERMS AND CONDITIONS |
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Please read the Terms And
Conditions Carefully. By accessing PromoNetUSA.com or the PromoNet Internet Catalog
System you acknowledge your acceptance of the Terms And Conditions. If you do not
accept the Terms And Conditions, do not use the PromoNetUSA.com site or the PromoNet
Internet Catalog System. |
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Definitions. |
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"Licensee," as used
herein, include the person, firm, or corporation that orders service and is responsible
for the payment of charges and compliance with this agreement. |
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"Anonymous User," as used
herein, include visitors to PromoNetUSA.com and the PromoNet Internet Catalog System that
are not Licensees. |
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"Licensed Materials," as
used herein, include PromoNetUSA.com, login areas of PromoNetUSA.com, public access areas
of PromoNetUSA.com, PromoNet Internet Catalog System, login areas of the PromoNet Internet
Catalog System and public access areas of the PromoNet Internet Catalog System. |
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"Other Entities," as used
herein, include, but is not limited to, the person, firm, or corporation that supplies
content to PromoNet to use on PromoNetUSA.com and the PromoNet Internet Catalog System. |
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"Term Of Service," as
used herein, is the one month period of service that the Licensee orders and renews on a
month to month basis by not terminating service. |
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1. License Grant.
PromoNet hereby grants to Licensee a non-transferable, non-exclusive license in the
Licensed Materials for the Term Of Service provided that any applicable license fee and
startup fee has been paid in full and that the Licensee is in compliance with the Terms
And Conditions. PromoNet hereby grants to Anonymous Users a non-transferable,
non-exclusive limited license in the Licensed Materials to view the PromoNetUSA.com site
public access areas and the PromoNet Internet Catalog System provided that the Anonymous
User is in compliance with the Terms And Conditions. |
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2. Term Of Service.
The Term Of Service is for the one month period of service that the Licensee orders and
renews on a month to month basis by not terminating service from the date of licensing the
Licensed Materials. |
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3. No Transfer Of
Ownership. All Licensed Materials are owned exclusively by PromoNet and are
protected under applicable copyright, proprietary rights and trademark laws. Certain
content on the PromoNetUSA.com site and PromoNet Internet Catalog System are owned
exclusively by Other Entities. Licensees and Anonymous Users do not acquire
ownership rights in the Licensed Materials or content of Other Entities under any
conditions. |
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4. Disclaimer Of
Warranty. PROMONET PROVIDES THE LICENSED MATERIALS ON AN "AS IS"
BASIS AND SHALL NOT BE DEEMED TO HAVE MADE ANY REPRESENTATION OR WARRANTY, EXPRESSED OR
IMPLIED, AS TO THE CONDITION, MERCHANTABILITY, DESIGN, OPERATION OR FITNESS FOR A
PARTICULAR PURPOSE, INCLUDING WITHOUT LIMITATION ANY SOFTWARE, OR ANY OTHER REPRESENTATION
OR WARRANTY WHATSOEVER, EXPRESSED OR IMPLIED, WITH RESPECT TO THE LICENSED MATERIALS,
INCLUDING WITHOUT LIMITATION ANY SOFTWARE. |
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5. Limitation Of
Liability. The Liability of PromoNet for any loss or damages directly or
indirectly suffered as a result of the Licensed Materials, including without limitation
any software, shall in no event exceed the charges paid by Licensee for such Licensed
Materials. If no separate fee or charge was paid by Licensee in acquiring such
Licensed Materials, PromoNet's liability shall not exceed one dollar(US). IN
NO EVENT SHALL PROMONET BE LIABLE FOR SPECIAL, INCIDENTAL, CONSEQUENTIAL OR TORT DAMAGES,
EVEN IF PROMONET HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. |
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6. No Third Party
Rights. The Terms And Conditions do not provide any third party with a
claim, remedy, or right of reimbursement. |
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7. Changes To The
Terms And Conditions. PromoNet reserves the right to change the Terms And
Conditions. Licensees that renew the license for another 1 month Term Of Service
agree to the then current Terms And Conditions and agree that the changed Terms And
Conditions supersede all previous representations, understandings or agreements. If
you are an Anonymous User and continue to use the Licensed Materials after any changes in
the Terms And Conditions, you agree to the changes as of the date the changed Terms And
Conditions are posted on PromoNetUSA.com. |
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8. Privacy Policy.
Licensee's customer lists are the private property of the Licensee. PromoNet does
not make these lists available to third parties. Licensee data is contained on
servers that are accessible only by appropriate personnel at PromoNet. |
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9. Licensee Data
Ownership. Licensee owns certain data entered and loaded into the Licensed
Materials by the Licensee, Licensee's employees and Licensee's customers. PromoNet
will send the Licensee owned data to the Licensee upon a written request by the
Licensee. There is a data service fee charge of $500.00 (US) for this service.
PromoNet will make available all Licensee owned data for a period of 30 days after
termination of service. All Licensee owned data will be removed from our storage
devices and destroyed after 30 days from the date of termination of service. |
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10. External Links.
PromoNet has provided links to Internet sites maintained by third parties. PromoNet
is not responsible for the content of any of these third party Internet sites.
PromoNet does not endorse or accept any responsibility for the use of these third party
Internet sites. |
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11. Conduct
Responsibility. |
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11.1 Fraudulent Use.
You will not use the Licensed Materials for any unlawful, abusive, or fraudulent purpose,
including, but not limited to, interfering with our ability to provide services to you or
other Licensees and Anonymous Users. |
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11.2 Materials.
You are entirely responsible for any and all materials you post on PromoNetUSA.com and the
PromoNet Internet Catalog System. You are prohibited from posting or sending any
unlawful, defamatory, obscene, harassing, threatening or libelous materials of any
kind. You are prohibited from posting or sending any materials that violate
copyright or intellectual property rights. |
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11.3 Unsolicited Bulk
Email. You are prohibited from using the Licensed Materials to transmit
unsolicited bulk email. |
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12. Suggestions /
Advice. If you submit any suggestions or advice to PromoNet, the
suggestions or advice as well as any changes resulting from the suggestions or advice
become the property of PromoNet. PromoNet reserves the right to decide which
suggestions or advice may or may not be implemented. |
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13. Termination. |
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13.1 Termination Of
Service. In order to terminate service, Licensee must provide PromoNet with
thirty (30) days advanced written notice. |
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13.2 Termination For
Nonpayment. After written notice to Licensee that its account is past due,
PromoNet is entitled to terminate service without incurring any liability. |
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13.3 Termination For
Returned Checks. In addition to assessing a returned check fee, PromoNet is
entitled to terminate service, without notice or liability, if a Licensee's check or draft
is returned unpaid for any reason. |
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13.4 Termination For
Violation Of Law. PromoNet reserves the right to terminate service, without
notice or liability, (a) if PromoNet's provision of such service will cause PromoNet to
violate any law, rule, regulation, or governmental policy, (b) to prevent and protect
against Licensee fraud or acts that may cause immediate harm to PromoNet offerings, or (c)
if Licensee subjects PromoNet employees, agents, or suppliers to hazardous conditions. |
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13.5 Termination For
Violation Of Terms And Conditions. PromoNet reserves the right to terminate
service upon notice if Licensee violates the Terms And Conditions. |
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13.6 Effect Of Termination.
Termination of service does not relieve Licensee of any obligation to pay PromoNet for
charges due and owing for services furnished up to the time of termination. In the
event of termination, Licensee agrees to pay PromoNet any and all outstanding charges,
including payment of any bills that remain due after the date of termination.
Licensee agrees to reimburse PromoNet for any reasonable costs we incur, including
attorneys' fees, to collect charges owed to us. |
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13.7 Resumption Of Service.
If service has been terminated, and Licensee requests that service be restored, PromoNet
has the sole and absolute discretion to restore such services and may condition
restoration upon satisfaction of such conditions as PromoNet determines is necessary for
its protection, including requiring Licensee to pay all past due statements, passing
PromoNet credit approval, and/or to make advance recurring charge payments. |
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14. Acts Beyond Our
Control. Other than with respect to failure to make payments due hereunder,
neither party is liable under the Terms And Conditions for delays, failures to perform,
damages, losses or destruction, or malfunction of any equipment, or any consequence
thereof, caused or occasioned by, or due to natural catastrophe, labor disputes or
shortages, utility curtailments, power failures, service failures, explosions, civil
disturbances, governmental actions, shortages of equipment or supplies, unavailability of
transportation, acts or omissions of third parties, or any other cause beyond their
reasonable control. |
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15. Fees And Billing.
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15.1 Price Changes.
We may change prices for services from time to time. Licensees that renew the
license for another 1 month Term Of Service agree to the then current prices. |
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15.2 Other Fees.
PromoNet offers other services that Licensees can use that will incur their own fees. |
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15.3 Monthly Invoices.
PromoNet issues monthly invoices at the first of each month for current monthly license
fees, as well as any other service fees from the preceding month. |
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15.4 Payments.
You must pay all monthly invoices on or before the due date and in US money. We do
not waive our right to collect the full amount owed if you pay late or you pay a partial
balance. Any portion of the monthly invoice not paid in full by the due date will be
considered overdue and incur a late payment fee of 1.5% per month. |
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15.5 Taxes.
Licensee is responsible for the payment of all taxes, including, but not limited to sales,
use, excise, and transfer taxes, as well as any governmental assessments, surcharges, and
fees pertaining to the services. |
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16. Indemnification.
By using the Licensed Materials you agree to indemnify, defend and hold harmless PromoNet,
our directors, officers, stockholders, employees, agents, contractors, and representatives
from and against all claims, actions, damages, losses, liabilities, costs and expenses,
including reasonable attorneys' fees, arising out of or in connection with any actual or
threatened claim, suit, action or proceeding arising out of the use or misuse of the
Licensed Materials by you, your employees, your customers, your agents or anyone else
accessing the Licensed Materials through you, whether or not authorized. |
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17. Entire Agreement.
The Terms And Conditions constitute and incorporate the parties' entire agreement with
respect to the subject matter, and supersede any and all prior oral and written
aggreements, understandings and quotations. No waiver, alteration, modification, or
cancellation of any of the provisions of this agreement shall be binding unless PromoNet
changes the Terms And Conditions in accordance with section 7: Changes To The Terms And
Conditions. The failure of either party at any time or times to require performance
of any provision hereof shall in no manner affect its rights at a later time to enforce
such provision. |
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18. Jurisdiction.
The Terms And Conditions, and the transactions to which it relates, will be governed by
and construed and enforced in accordance with the law of the State of Maine, excluding its
choice of law rules and also excluding the United Nations Convention on Contracts for the
International Sale of Goods. Any claims or legal actions by one party against the
other shall be commenced and maintained in any state or federal court located in
Cumberland County, State of Maine, U.S.A., and both parties hereby submit to the
jurisdiction and venue of any such court. |
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19. Severability.
If any provision of the Terms And Conditions is held to be unenforceable the remaining
portions of the Terms And Conditions shall remain in full force and effect. |
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20. No Agency Or
Partnership Relationship. The Terms And Conditions do not create any agency
or partnership relationship. |
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21. Non-Assignment.
The Terms And Conditions shall be binding upon and inure to the benefit of the parties and
their respective successors, assigns and legal representatives, but the Terms And
Conditions may not be assigned by Licensee without PromoNet's prior written consent. |
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22. Survivability.
Any obligation of the parties relating to monies owed, disclaimer of warranty,
indemnification, limitation of liability and certain other provisions intended by their
nature to survive termination shall survive termination of license in Licensed Materials
or of this agreement. |
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23. Notices.
All notices, including but not limited to, demands, requests and other communications
required or permitted hereunder shall be in writing and shall be deemed to be properly
given when mailed with proper postage via U.S. first class mail to the following address
as each party may notify the other in writing: Notices to PromoNet: PromoNet, Inc. P.O.
Box 17534 Portland, ME 04112 Notices to Licensee: Licensee's Billing Contact Name and
Address listed on the order & agreement signature form. |
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