TNW Enterprises Terms and Conditions of Use Agreement

Last updated on March 26, 2006.

AGREEMENT BETWEEN USER AND TNW ENTERPRISES.

The network of Websites (collectively, the "TNW Enterprises Websites") operated by TNW Enterprises or its affiliates or subsidiaries ("TNW Enterprises"), is comprised of various Websites and Web pages. The TNW Enterprises Websites are offered to you conditioned on your acceptance without modification of the terms, conditions, and notices contained herein. Your use of the TNW Enterprises Websites constitutes your full agreement to all such terms, conditions, and notices. Your use of a particular TNW Enterprises Website included within the TNW Enterprises Websites network may also be subject to additional terms outlined elsewhere on that website (the "Additional Terms"). Additionally, the TNW Enterprises Websites may themselves contain additional terms that govern particular features or offers (for example, forum, chat areas, or photo galleries). In the event that any of the terms, conditions, and notices contained herein conflict with the Additional Terms or other terms and guidelines contained within any particular TNW Enterprises website, then these terms shall control.

PLEASE READ THE FOLLOWING TERMS OF USE AND DISCLAIMERS CAREFULLY BEFORE USING THIS WEBSITE (this "Site"). By accessing or using this Site, you agree to these terms of use, conditions and all applicable laws. If you do not agree to these terms you may not use this Site. If you accept this Agreement without reading it in its entirety, you are still bound by this Agreement in its entirety.

MODIFICATION OF THESE TERMS OF USE.

TNW Enterprises reserves the right, at TNW Enterprises' sole discretion, to change, modify, update, add, or remove portions of the Terms of Use at any time without notice to you. Please check these Terms of Use for changes. Your continued use of this website following the posting of changes to the Terms of Use will mean you accept those changes. You are responsible for regularly reviewing these Terms of Use.

USE OF SITE. PERSONAL AND NON-COMMERCIAL USE LIMITATION.

Unless otherwise specified, the TNW Enterprises Websites are for your personal and noncommercial use. You may not modify, copy, distribute, transmit, display, perform, reproduce, publish, license, create derivative works from, transfer, or sell any information, software, products or services obtained from the TNW Enterprises Websites.

You may display material from the different areas of the Site solely for your own noncommercial use. Any other use of materials on this Site, including but not limited to the modification, reproduction, distribution, republication, display or transmission of the content of this Site, without prior written permission of TNW Enterprises is strictly prohibited.

Harassment in any manner or form on the Site or any of the TNW Enterprises Websites, including via email and chat or by obscene or abusive language is strictly forbidden. Impersonation of others, including a TNW Enterprises employee, host, or representative or other members or visitors on the Site is prohibited. You may not upload to, distribute, or otherwise publish through the Site any content which is libelous, defamatory, obscene, threatening, invasive of privacy or publicity rights, abusive, illegal, or otherwise objectionable, or which may constitute or encourage a criminal offense, violate the rights of any party or otherwise give rise to liability or violate any law. You may not upload commercial content on the Site or use the Site to solicit others to join or become members of any other commercial online service or other organization.

COPYRIGHTS AND TRADEMARKS.

The entire content included in this Site, including but not limited to text, design, graphics, interfaces, or code and the selection and arrangements thereof is copyrighted as a collective work under the United States and other copyright laws, and is the property of TNW Enterprises. The collective work includes works that are licensed to TNW Enterprises. Copyright 2004-2006. ALL RIGHTS RESERVED. All trademarks, service marks, and trade names (collectively the "Marks") are trademarks or registered trademarks of and are proprietary to TNW Enterprises, or other respective owners that have granted TNW Enterprises the right and license to use such Marks.

NOTICES AND PROCEDURES FOR MAKING CLAIMS OF COPYRIGHT INFRINGEMENT.

Pursuant to Title 17, United States Code, Section 512(c)(2), notifications of claimed copyright infringement should be sent to the website's designated agent. ALL INQUIRIES NOT RELEVANT TO OR NOT COMPLYING WITH THE FOLLOWING PROCEDURE WILL RECEIVE NO RESPONSE.

TNW Enterprises respects the intellectual property of others, and we ask our users and visitors to do the same. TNW Enterprises will process and investigate notices of alleged infringement and will take appropriate actions under the Digital Millennium Copyright Act ("DMCA") and other applicable intellectual property laws. Upon receipt of notices complying with the DMCA, TNW Enterprises will act to remove or disable access to any material found to be infringing or found to be the subject of infringing activity and will act to remove or disable access to any reference or link to material or activity that is found to be infringing.

If you believe that your work has been copied in a way that constitutes copyright infringement, please provide TNW Enterprises the following information. Please be advised that to be effective, the Notification must include ALL of the following:

1. a physical or electronic signature of the person authorized to act on behalf of the owner of an exclusive copyright that is allegedly infringed;
2. a description of the copyrighted work that you claim has been infringed;
3. a description of where the material that you claim is infringing is located on the Site;
4. your address, telephone number, and email address and all other information reasonably sufficient to permit TNW Enterprises to contact you;
5. a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law;
6. a statement by you, made under penalty of perjury, that the above information in your Notice is accurate and that you are the copyright owner or authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

Notices of claimed copyright infringement should be directed to:

By Email: copyright@tnwenterprises.com
(Please include "Notice of Infringement" in the subject line.)

IMPORTANT NOTE: THE PRECEDING INFORMATION IS PROVIDED EXCLUSIVELY FOR NOTIFYING TNW ENTERPRISES THAT YOUR COPYRIGHTED MATERIAL MAY HAVE BEEN INFRINGED. ALL OTHER INQUIRIES, SUCH AS PRODUCT OR SERVICE RELATED QUESTIONS AND REQUESTS, OR QUESTIONS ON PRIVACY, WILL NOT RECEIVE A RESPONSE THROUGH THIS PROCESS.

TYPOGRAPHICAL ERRORS.

In the event a TNW Enterprises product or service is listed at an incorrect price due to typographical error or error in pricing information received from our suppliers, TNW Enterprises shall have the right to refuse or cancel any orders placed for product or service listed at the incorrect price. TNW Enterprises shall have the right to refuse or cancel any such orders whether or not the order has been confirmed and your credit card charged. If your credit card has already been charged for the purchase and your order is canceled, TNW Enterprises shall issue a credit to your credit card account in the amount of the incorrect price.

TERM; TERMINATION.

These terms and conditions are applicable to you upon your accessing the Site and/or completing the registration or shopping process. These terms and conditions, or any of them, may be modified or terminated by TNW Enterprises without notice at any time for any reason. The provisions relating to Copyrights and Trademarks, Disclaimer, Claims, Limitation of Liability, Indemnification, Applicable Laws, Arbitration and General, shall survive any termination.

USER PARTICIPATION.

TNW Enterprises does not and cannot review all communications and materials posted to or created by users accessing the Site and is not in any manner responsible for the content of these communications and materials. You acknowledge that by providing you with the ability to view and distribute user generated content on the Site, TNW Enterprises is merely acting as a passive conduit for such distribution and is not undertaking any obligation or liability relating to any contents or activities on the Site. However, TNW Enterprises reserves the right to block or remove communications or materials that it determines to be (a) abusive, defamatory, or obscene, (b) fraudulent, deceptive, or misleading, (c) in violation of a copyright, trademark or; other intellectual property right of another or (d) violates any law or regulation or (e) offensive or otherwise unacceptable to TNW Enterprises at its sole discretion. Note that any personally identifiable information you may post or transmit will be treated by TNW Enterprises in accordance with the TNW Enterprises Privacy Statement.

Except for any personally identifiable information we may collect from you under the guidelines established in our Privacy Statement, any material, information, or other communication you transmit, upload, or post to this Site ("Communications") will be considered non-confidential and non-proprietary. TNW Enterprises will have no obligations with respect to the Communications. TNW Enterprises and its designees will be free to copy, disclose, distribute, incorporate, and otherwise use the Communications and all data, images, sounds, text, and other things embodied therein for any and all commercial or noncommercial purposes. Without limitation, TNW Enterprises will have exclusive ownership of all present and future existing rights to the Communications of every kind and nature everywhere. TNW Enterprises will be entitled to use the Communications for any purpose whatsoever (consistent with the Privacy Policy then in effect), without compensation to you or any other person sending the Communications.

USER CHAT ROOMS.

TNW Enterprises may, but is not obligated to, monitor or review any areas on the Site where users transmit or post communications or communicate solely with each other, including but not limited to chat rooms, bulletin boards or other user forums, and the content of any such Communications. TNW Enterprises, however, will have no liability related to the content of any such Communications, whether or not arising under the laws of copyright, trademarks, libel, privacy, obscenity, or otherwise.

THIRD-PARTY LINKS.

In an attempt to provide increased value to our visitors, this Site may contain links to other sites on the Internet that are owned and operated by third party vendors and other third parties (the "External Sites"). However, even if the third party is affiliated with TNW Enterprises, TNW Enterprises has no control over these linked sites, all of which have separate privacy and data collection practices, independent of TNW Enterprises. TNW Enterprises has no responsibility or liability for these independent policies or actions and is not responsible for the privacy practices or the content of such websites. These linked sites are only for your convenience and therefore you access them at your own risk. Links do not imply that TNW Enterprises sponsors, endorses, is affiliated with or associated with, or has been legally authorized to use any trademark, trade name, service mark, design, logo, symbol or other copyrighted materials displayed on or accessible through such External Sites. Nonetheless, TNW Enterprises seeks to protect the integrity of its Site and the links placed upon it and therefore requests any feedback on not only its own Site, but for sites it links to as well (including if a specific link does not work). You should contact the Site administrator or Webmaster for those External Sites if you have any concerns regarding such links or the content located on such External Sites.

CLAIMS.

Each claim or statement about the effectiveness of TNW Enterprises products or services and/or each claim or statement comparing the effectiveness of TNW Enterprises products or services to the effectiveness of other products or services is expressly limited to the United States, unless otherwise disclosed on the Site.

WEBSITE HOSTING.

1. Service. TNW Enterprises will provide you with storage space for hosting a World Wide Website ("hosted site") according to a plan agreed upon by you and TNW Enterprises, in exchange for you paying the prescribed fee (Website Hosting").

2. Limitations:

1. Any content on your hosted site that is prohibited by the laws of any sovereign state, obscene under the laws of any sovereign state, or otherwise considered by TNW Enterprises, in its sole discretion, to be offensive, disruptive, obscene, inappropriate, or otherwise an administrative burden, may be removed or deleted without any compensation to you;
2. You agree not to engage in any activity that can overwhelm TNW Enterprises servers with heavy usage, or that requires a disproportionate amount of resources of its servers, including but not limited to, highly active CGI, PHP, or chat scripts;
3. If you exceed the bandwidth limit for the service subscribed to, you must either upgrade the subscribed service to a service that accommodates such usage, purchase additional bandwidth, or reduce such bandwidth usage. Failure to comply will result in termination of your account, without any compensation to you;
4. You may not use any images, marks, or other content on your hosted site that is owned by any TNW Enterprises partner, without explicit licence or consent from that partner.

3. User liability. You are liable for all content on your hosted site, including the legality and preservation (i.e. making back-ups) of same.

4. E-mail. E-mail service is subject to the following restrictions:

1. You agree not to send any e-mail that is prohibited by the laws of any sovereign state, obscene under the laws of any sovereign state, or otherwise considered by TNW Enterprises, in its sole discretion, to be offensive, disruptive, obscene or inappropriate;
2. You will not exceed the allowable storage capacity of the e-mail account. If you exceed the allowable storage capacity, you must either upgrade the subscribed service to a service that accommodates such usage, purchase additional storage space, or reduce your storage;
3. You will not send spam mail (i.e. unsolicited e-mail);
4. You will at all times be liable for the safeguarding of your password and account information; and if you breach any term of this Agreement, TNW Enterprises reserves the right to delete your mailbox without any compensation to you.

5. User obligation. You will at all times keep TNW Enterprises apprised of you current contact and billing information.

6. No Representations or Warranties. Services are provided as is, without any representations or warranties of any kind either expressed or implied.

7. Limitation of Liability. TNW Enterprises is not responsible for any failures, delays, or interruptions in the delivery of any content or services contained on the TNW Enterprises server, or losses or damages arising from the use of the content or services provided by TNW Enterprises or third parties in connection with TNW Enterprises. TNW Enterprises is not responsible for any financial losses by you in association with your hosted site.

8. Indemnity. You agree to indemnify and hold TNW Enterprises harmless from and against, and to reimburse TNW Enterprises with respect to, any and all losses of every nature whatsoever incurred by TNW Enterprises arising out of (i) any breach of this Agreement by you; (ii) any infringement of any copyright, trade-mark, patent, trade secret or any other intellectual property right of any person by content on the Site; or (iii) illegal, libelous, or defamatory content on the hosted site.

9. Termination. Both you and TNW Enterprises have the option to terminate the Website Hosting at any time, upon providing five-business days prior notice to the other. TNW Enterprises may terminate Website Hosting at any time without notice or compensation to you if you violate any term of this Agreement, engage in illegal conduct, post illegal material, overwhelm TNW Enterprises servers or central processing units (CPUs), or engage in any conduct TNW Enterprises deems in its sole discretion to be disruptive or harmful.

10. Assignability. Your Website Hosting is assignable to a third party by TNW Enterprises upon notice to you. Such notice will be sent to your email address on file.

12. Renewal - upon expiration, your Website Hosting service plan with TNW Enterprises will renew automatically for the same duration as previously agreed to, unless you advise TNW Enterprises otherwise. TNW Enterprises reserves the right to not automatically renew any service plan.

CHARGES AND BILLING.

1. Does Not Apply to Some Situations. If the Service is available without a fee, then this Section will not apply. If you pay us for the Service (either currently, or in the future), then the terms of this Section apply to you. If you pay a company other than TNW Enterprises for the Service, then the charges and billing terms are as set forth by the other company.

2. Payment. You may make payments for services rendedered and invoiced by TNW Enterprises as agreed upon in your Service Agreement.

3. Trial Period Offers. You may have received a limited time of free Service or some other trial period offer. If you do not want to incur charges after this period, you must cancel the Service. If you do not cancel your Service, then you authorize us to charge you for the Service.

4. Prices and Price Increases. The price for the Service excludes all taxes and phone charges, unless expressly stated otherwise. To the maximum extent permitted by law, such taxes and charges are your responsibility. Currency exchange settlements are based on your agreement with your Payment Method provider. We may change the price of the Service from time to time. We will tell you before any change. If there is a specific time length and price for your Service offer, then that price will remain in force for such time. Your use of the Service after such time, however, will be charged at the new price. If your Service is on a period basis (for example, monthly), with no specific time period, then any price change will start when we say. If you do not agree to such changes, then you must cancel and stop using the Service before the changes are in force. If you cancel your Service, then your Service ends at the end of your current service term or, if we bill your account on a period basis, at the end of the period in which you cancelled.

5. Refund Policies. All charges are non-refundable unless expressly stated otherwise, or otherwise provided by law. The costs of any returns will be at your expense, unless otherwise provided by law.

6. Online Invoices. We will provide you with an online invoice. This is the only invoice that we provide. Go to https://tnwenterprises.com/clients/ to view, print or request a paper copy of this invoice. If you request a paper copy, we may charge you a retrieval fee. We will only provide paper copies for the past 120 days.

7. Errors. If we make an error on your invoice, we will correct it promptly after you tell us and we investigate the charge. You must tell us within 120 days after an error first appears on your invoice. You release us from all liability and claims of loss resulting from any error that you do not report to us within 120 days after the error first appears on your online invoice. If you do not tell us within this time, we will not be required to correct the error. We can correct billing errors at any time.

8. Late Payments. We may assess a late charge if you do not pay on time. You must pay these late charges when we bill you for them. The late charge will be the lesser of 1% of the unpaid amount each month or the maximum rate that is permitted by law. We may use a third party to collect past due amounts. You must pay for all reasonable costs we incur to collect any past due amounts. These costs may include reasonable attorneys' fees and other legal fees and costs. We may suspend or cancel your Service if you fail to pay on time.

PAY BY PAYPAL®.

By using TNW Enterprises' pay by PayPal, Inc. ("PayPal") option ("Pay by PayPal"), you can purchase TNW Enterprises Services using PayPal. In consideration for the Services purchased by you and provided to you by TNW Enterprises, you agree to allow PayPal to debit the full amount of the transaction from Your PayPal account balance or the Preferred Funding Source you established with PayPal, which is non-refundable.

It is your responsibility to keep your PayPal Account current, and to have available funds in it. You agree that PayPal and TNW Enterprises will not be responsible for payments that fail to go through as a result of your Funding Source no longer existing, or holding insufficient funds. If for any reason PayPal is unable to withdraw the full amount owed for the Services provided, You agree that PayPal and TNW Enterprises may pursue all available remedies in order to obtain payment. You agree that if the transaction is returned unpaid, you will pay a service charge of $25.00 or the maximum amount allowed by law, which may be debited from your account by PayPal or charged to Your Preferred Funding Source.

DISCLAIMER.

TNW Enterprises makes no warranties or representations about the accuracy or completeness of this Site's content or the content of any site or External Sites.

TNW Enterprises does not filter advertisements or other content that children may view through our sites or "hot-linked" sites, and they could receive content and materials from the Internet and/or advertising that are inappropriate for children. We encourage parents and guardians to spend time online with their children and to consider using an electronic filtering software.

THIS SITE AND THE MATERIALS, INFORMATION, SERVICES, AND PRODUCTS IN THIS SITE, INCLUDING, WITHOUT LIMITATION, TEXT, GRAPHICS, AND LINKS, ARE PROVIDED "AS IS" AND WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, TNW Enterprises DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, FREEDOM FROM COMPUTER VIRUS, AND WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE. TNW Enterprises DOES NOT REPRESENT OR WARRANT THAT THE FUNCTIONS CONTAINED IN THE SITE WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THIS SITE OR THE SERVER THAT MAKES THE SITE AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. TNW Enterprises DOES NOT MAKE ANY WARRANTIES OR REPRESENTATIONS REGARDING THE USE OF THE MATERIALS IN THIS SITE IN TERMS OF THEIR COMPLETENESS, CORRECTNESS, ACCURACY, ADEQUACY, USEFULNESS, TIMELINESS, RELIABILITY OR OTHERWISE. THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

LIMITATION OF LIABILITY.

IN NO EVENT SHALL TNW Enterprises BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, PUNITIVE, INCIDENTAL, EXEMPLARY OR CONSEQUENTIAL, DAMAGES, OR ANY DAMAGES WHATSOEVER, EVEN IF TNW ENTEERPRISES HAS BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER IN AN ACTION UNDER CONTRACT, NEGLIGENCE, OR ANY OTHER THEORY, ARISING OUT OF OR IN CONNECTION WITH THE USE, INABILITY TO USE, OR PERFORMANCE OF THE INFORMATION, SERVICES, PRODUCTS, AND MATERIALS AVAILABLE FROM THIS SITE. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. BECAUSE SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, OR THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

INDEMNIFICATION.

You agree to indemnify, defend, and hold harmless TNW Enterprises, its subsidiaries, affiliates, officers, directors, employees, agents, licensors and suppliers from and against any and all losses, liabilities, claims, demands, expenses, damages and costs, including reasonable attorneys' fees, resulting from any violation of these terms and conditions or any activity related to your Internet account (including negligent or wrongful conduct), by you or any other person accessing the Site using your Internet account. If you are a California resident, you waive California Civil Code Section 1542, which says "A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which, if known by him must have materially affected his settlement with the debtor."

APPLICABLE LAWS.

Your use of this Site shall be governed in all respects by the laws of the State of Connecticut, U.S.A., without regard to choice of law provisions, and not by the 1980 U.N. Convention on contracts for the international sale of goods. You agree that jurisdiction over and venue in any legal proceeding directly or indirectly arising out of or relating to this Site (including but not limited to the purchase of TNW Enterprises products and services) shall be in the state or federal courts located in Fairfield County, Connecticut. Any cause of action or claim you may have with respect to the Site (including but not limited to the purchase of TNW Enterprises products and services) must be commenced within one (1) year after the claim or cause of action arises or be forever barred. TNW Enterprises's failure to insist upon or enforce strict performance of any provision of these terms and conditions shall not be construed as a waiver of any provision or right. Neither the course of conduct between the parties nor trade practice shall act to modify any of these terms and conditions. TNW Enterprises may assign its rights and duties under this Agreement to any party at any time without notice to you.

TNW Enterprises makes no representation that materials in the Site are appropriate or available for use in other locations, and access to them from territories where their content is illegal is prohibited. Those who choose to access this Site from locations outside Connecticut do so on their own initiative and are responsible for compliance with applicable local laws. You may not use or export the materials in violation of U.S. export laws and regulations. Any claim relating to the materials shall be governed by the internal substantive laws of the state of Connecticut.

ARBITRATION.

By using this Site, you agree that TNW Enterprises, at its sole discretion, may require you to submit any disputes arising from the use of this Site, or these Terms and Conditions concerning or, including disputes arising from or concerning their interpretation, violation, nullity, invalidity, non-performance or termination, as well as disputes about filling gaps in this contract or its adaptation to newly arisen circumstances, to final and binding arbitration under the International Rules of Arbitration of the American Arbitration Association, by one or more arbitrators appointed in accordance with the said Rules. Notwithstanding these rules, however, such proceeding shall be governed by the laws of the state as set forth in the previous section.

Any award in an arbitration initiated under this clause shall be limited to monetary damages and shall include no injunction or direction to any party other than the direction to pay a monetary amount. Further, the arbitrator(s) shall have no authority to award punitive, consequential or other damages not measured by the prevailing party's actual damages in any arbitration initiated under this section, except as may be required by statute.

GENERAL.

1. The excusing of any provision in this contract does not excuse any other or subsequent provision in this contract; any invalid, illegal or inoperative clause of this Agreement will not affect the valid reading and application of all other clauses of this Agreement;
2. If any part of this Agreement is held to be invalid or unenforceable, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision most closely matching the intent of the original provision and the remainder of the Terms will continue in effect;
3. Any term or condition of this Agreement, which by its nature extends beyond the term or expiry of this Agreement, survives the termination or expiry of this Agreement;
4. This Agreement is executed in electronic and paper counterparts, each of which is an original, and all of which together are one and the same instrument;
5. TNW Enterprises maintains the right to refuse service or access to this site at its sole discretion if it considers it would be disruptive to its business to provide such service or access;
6. Any failure by TNW Enterprises in satisfying any provision of this Agreement will be excused if that failure is brought about by any act of God, war, disaster, disease, criminal act, attack, power loss, weather, invasion or incapacity; and all remedies available to TNW Enterprises under this Agreement survive termination of this Agreement without limitation;
7. The section titles in this Agreement are for convenience only and have no legal or contractual effect.

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