|
IPC WEBSITE TERMS OF SERVICE AGREEMENT
This Terms of Service Agreement ("Agreement") is made between IPC Communication Services, Inc. ("IPC") and any person (collectively "you", "your" or) who completes the registration process to access IPC's internet website(s) (collectively the "Service").
BY ACCESSING OR USING ANY PART OF THE SERVICE, YOU EXPRESSLY AGREE TO AND CONSENT TO BE BOUND BY ALL OF THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, YOU MAY NOT ACCESS, OR USE ANY PART OF THE SERVICE.
1. The Service and Registration
a. Description. The Service, consisting of accessing, viewing, interacting with IPC's website(s), is proprietary to IPC and is protected by intellectual property laws and international intellectual property treaties. IPC and its licensors retain all right, title and interest in the Service. The Service includes the site layout, method, structure and all content therein, such as photographs, graphics, text, audio and video. Electronic-IPC, FulfillEZ, FulfillTrak, IPC Communication Services, IPC Publishing Services®, IPC Software Services®, Thinking the World of Our Customers, and IPC-World are trademarks, service marks and/or registered service marks of IPC Communication Services, Inc.
b. License. Your access to the Service is licensed and not sold. IPC hereby grants you a non-exclusive, nontransferable, limited license to access its Service, subject to the terms and limitations set forth in this Agreement. Registration and/or password entry may be required to access certain portions of the Service.
c. License Restrictions. You may not reverse engineer, modify, translate, decompile, disassemble (except as this restriction is prohibited by law), or create derivative works based upon the Service or any portion thereof. You are prohibited from copying or storing the Service or any portion thereof, using any trademarks, service marks or other intellectual property without the prior written consent of IPC. You may not remove any proprietary notices or legends. The license granted to you in Section 1(b) will automatically terminate if you fail to comply with any of these license restrictions.
d. Accessibility. You agree that from time to time the Service may be inaccessible or inoperable for any reason, including, without limitation: (i) equipment malfunctions; (ii) periodic maintenance procedures or repairs which IPC may undertake from time to time; (iii) updates, modifications or upgrades; (iv) internet capacity or availability, or (v) causes beyond IPC's control or which are not reasonably foreseeable by IPC.
2. Representations and Warranties
You represent and warrant to IPC that: (a) you are over the age of eighteen (18) years; (b) you shall comply with all terms and conditions of this Agreement, including, without limitation, the Acceptable Use Policy set forth at Section 3; (c) you will comply with applicable export laws of the U.S.A., including the prohibition of export to, including downloading software or the accessing of IPC's sites by denied entities or parties, anyone on the U.S. Treasury Department list of Specially Designated Nationals, or downloading or accessing from Cuba, Iraq, Libya, North Korea, Iran, Syria, or any other country to which the USA has embargoed goods; (d) by registering or accessing the Services, you represent and warrant that you are not a denied party, located in or under the control of any national or representative of a denied party or country stated in Section 2(c), and (e) you have provided accurate and complete registration information, including, without limitation, your legal name, address and telephone number.
3. Acceptable Use Policy
You are solely responsible for all acts and omissions that occur under any account or password you have with IPC, and you agree not to engage in unacceptable use of the Service, which includes, without limitation, use of the Service to: (a) disseminate or transmit material that is abusive, obscene, pornographic, defamatory, harassing, grossly offensive, vulgar, threatening or malicious; (b) disseminate or transmit files, graphics, software or other material that actually or potentially infringes the copyright, trademark, patent, trade secret or other intellectual property right of any person; (c) create a false identity or otherwise attempt to mislead any person as to the identity or origin of any communication, including but not limited to registration information; (d) export, re-export in violation of any export or import law, regulation or restriction of the United States and its agencies or authorities, or without all required approvals, licenses or exemptions; (e) interfere, disrupt or attempt to gain unauthorized access to other accounts on the Service or any other computer network; (f) disseminate or transmit viruses, trojan horses or any other malicious code or program; or (g) violate any applicable law or regulation; (h) engage in any other activity deemed by IPC to be in conflict with the spirit or intent of this Agreement. You agree that you are responsible for compliance with all local laws which may be determined to apply to your access to the Service.
4. Limitations
a. Security. IPC exercises care in providing security of personal information. Any account you have with IPC is password protected and IPC uses secure socket layer (SSL) encryption to protect transmitted information. However, no Internet transmission is 100 percent secure, therefore IPC cannot warrant the security of information you transmit to us or from our online services or other Services, therefore your transmittal of information is at your own risk. Once received, we will use our best efforts to ensure the security of your information. You are solely responsible for the security, confidentiality and integrity of all messages and the content that you receive, transmit through or store on the Service. You are solely responsible for any authorized or unauthorized access to your account by any person. You agree to bear all responsibility for the confidentiality of your password and all use and charges incurred from use of the Service with your password.
b. Privacy. It is the policy of IPC to respect your privacy. IPC will not monitor, edit, or disclose any personal information about you or your account, including its content, without your prior consent unless IPC has a good faith belief that such action is necessary to: (i) comply with legal process or other legal requirements of any governmental authority; (ii) protect and defend the rights or property of IPC; (iii) enforce this Agreement; or (iv) protect the interests of users of the Service other than you or any other person. Your IP address is transmitted and recorded with each message you send to the Service. IPC may provide certain information collected from and relating to you to third persons to perform the Service. For a more detailed description of the types and uses of personal information collected from you, please read the IPC Privacy Policy.
5. U.S. Government Restricted Rights
Any IPC and third party software and documentation relating thereto provided pursuant to the Service is provided with RESTRICTED RIGHTS. Use, duplication, or disclosure by the Government is subject to restrictions as set forth in subparagraph (c)(1)(ii) of the Rights in Technical Data and Computer Software clause at DFARS 252.227-7013 or subparagraphs (c)(1) and (2) of the Commercial Computer Software - Restricted Rights at 48 CFR 52.227-19, as applicable. The manufacturer of IPC software is IPC Communication Services, Inc., 501 Colonial Drive, St. Joseph, MI 49085. Third party software provided by IPC under this Agreement is provided by the manufacturer identified at the order site.
6. Termination
This Agreement is effective upon your acceptance as set forth herein and shall continue in full force until terminated. You may terminate this Agreement at any time and for any reason. Termination will not relieve you of any obligation to IPC you have already incurred. IPC reserves the right, in its sole discretion and without notice, at any time and for any reason, to: (a) remove or disable access to all or any portion of the Service; (b) suspend your access to or use of all or any portion of the Service; and (c) terminate this Agreement.
7. Disclaimer of Warranties
Service site content may contain typographical errors or inaccuracies. The Service and its content are subject to modification and update without notice. Links allow you to be transported to another site and are provided for your convenience. Linked sites are not under IPC control.
IPC DOES NOT ENDORSE ANY LINK OR THE CONTENT OF ANY LINKED SITE. IPC DISCLAIMS ANY WARRANTY, RESPONSIBILITY OR LIABILITY FOR THE AVAILABILITY, CONTENT OR OPERATION OF ANY LINKED SITE AND ANY LINK CONTAINED THEREIN.
THE SERVICE IS PROVIDED ON AN "AS IS" BASIS. IPC DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, VIRUS OR ERROR FREE, NOR DOES IPC MAKE ANY WARRANTY AS TO ANY RESULTS THAT MAY BE OBTAINED BY USE OF THE SERVICE. IPC DISCLAIMS ALL OTHER WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR INFRINGEMENT IN RELATION TO THE SERVICE. SOME JURISDICTIONS DO NOT ALLOW A LIMITATION FOR IMPLIED WARRANTIES OR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS EXCLUSION MAY NOT APPLY TO YOU.
8. Limitation of Liability
UNDER NO CIRCUMSTANCES SHALL IPC BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE DAMAGES OR OTHER DAMAGES (INCLUDING BUT NOT LIMITED TO LOST BUSINESS, PROFITS OR INFORMATION) ARISING OUT OF OR RELATING TO THIS AGREEMENT IN EXCESS OF THE AMOUNTS IPC RECEIVES IN EXCHANGE FOR YOUR ACCESS, IF ANY. YOUR SOLE AND EXCLUSIVE REMEDY HEREUNDER SHALL BE FOR YOU TO DISCONTINUE YOUR USE OF THE SERVICE AND TERMINATE THIS AGREEMENT. SOME JURISDICTIONS DO NOT ALLOW A LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THESE LIMITATIONS MAY NOT APPLY TO YOU.
9. Miscellaneous
a. Law and Jurisdiction. This Agreement shall be governed by, interpreted and enforced according to the laws of the State of Michigan and the United States, without reference to conflicts of laws, as if performed entirely within the State of Michigan, USA by Michigan residents. You expressly agree that all actions, claims or disputes arising under or relating to this Agreement shall be brought in the state courts in Berrien County, Michigan, USA or the federal courts in Grand Rapids or Kalamazoo, Michigan, USA. The parties irrevocably submit and consent to the exercise of personal and subject matter jurisdiction over the claims and each of the parties by these state and/or federal courts. The parties hereby irrevocably waive any and all objections which any party may now or hereafter have to the exercise of personal and subject matter jurisdiction by these state and federal courts in the State of Michigan, USA and to the laying of venue of any such suit, action or proceeding brought in such state or federal court in the State of Michigan, USA. IPC operates its sites from the State of Michigan, USA and makes no representation or warranty that information or materials contained therein, provided by the Service or contained in linked sites is appropriate or authorized for use in other countries or other jurisdictions. If you choose to access IPC's Services from other locations, you do so at your own risk and you are responsible for compliance with local laws to the extent they may be applicable. This Agreement will not be governed by, and IPC hereby expressly excludes, the United Nations Convention Contracts for the International Sale of Goods.
b. Process. The parties irrevocably submit and consent, and irrevocably waive any and all objections which any party may now or hereafter have, to process being served in any such suit, action or proceeding referred to in Section 9(a) pursuant to the rules of the applicable court, including, without limitation, service by certified or registered mail, return receipt requested. No provision of this section shall affect the right of any party to serve process in any manner permitted by law or limit the right of any party to bring suits, actions or proceedings to enforce in any lawful manner a judgment issued by the state or federal courts of the State of Michigan, USA.
c. Amendment. IPC shall have the right, at any time and without notice, to add to or modify the terms of this Agreement, and IPC's privacy statement simply by posting such amended terms on IPC's website. Your access, link to or use of the Service after the date such amended terms are delivered to your account with the Service shall be deemed to constitute acceptance of such amended terms.
d. Waiver and Severability. No failure, delay in exercising or enforcing any right or remedy hereunder by IPC shall constitute a waiver of any other right or remedy, or future exercise thereof. If any provision of this Agreement is determined to be invalid under any applicable statute or rule of law, it is to that extent to be deemed omitted, and the balance of the Agreement shall remain enforceable.
e. Force Majeure. IPC will not be liable for delays or failure to perform resulting from acts beyond its reasonable control. Such acts shall include, but not be limited to, acts of God, acts of third parties, acts of war, strikes, walkouts, civil disturbances, failure of suppliers to perform, governmental regulations, power failure(s), fire, accident, Internet access, transportation conditions, natural disasters.
f. Survival. The respective rights and obligations of the parties under Sections 1(a), 1(b), 1(c), 2, 3, 4(b), 5, 6, 7, 8 and 9 shall survive any termination or expiration of this Agreement.
g. Headings. The captions and headings of this Agreement are included for ease of reference only and will be disregarded in interpreting or construing this Agreement.
h. Entire Agreement. This Agreement constitutes the complete and exclusive statement of the agreement between the parties with respect to the Service and supersedes any and all prior or contemporaneous communications, representations, statements and understandings, whether oral or written, between the parties concerning the Service.
This agreement cannot be modified except as agreed to by IPC in a written document signed by an authorized representative of IPC.
©IPC Communication Services, Inc., 1999-2004. All Rights Reserved. Revised 2004.
|
|
