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TERMS OF
SERVICE ACCEPTANCE OF TERMS
THEADOS
Corporation ("The Company") makes available for your use on this Web site
(the "Site") information, documents, software and products (collectively,
the "Materials") and various services operated by the Company, such as the
THEADOS System (collectively, the "Services"), subject to the terms and
conditions set forth in this document (the "Terms of Service"). By accessing
or using this Site or Services, which includes your access to or use of any
of the Services, you warrant that you are at least 18 years of age, are able
to enter a legally binding contract and agree to the Terms of Service.
If you breach any of the
Terms of Service, your authorization to use this Site automatically
terminates and you must immediately destroy any Materials downloaded or
printed from the Site.
CHANGE OF TERMS
The
Company reserves the right to change the Terms of Service from time to time
at its sole discretion. Your use of the Site will be subject to the most
current version of the Terms of Service posted on the Site at the time of
such use.
COPYRIGHT; LIMITED LICENSE
The
Materials and Services on this Site are protected by copyright and/or other
intellectual property laws and any unauthorized use of the Materials or
Services at this Site may violate such laws. Except as expressly provided
herein, The Company and its suppliers do not grant any express or implied
right to you under any patents, copyrights, trademarks, or trade secret
information with respect to the Materials and Services.
Except as specifically
permitted herein, no portion of the information or documents on this Site
may be reproduced in any form or by any means without the prior written
permission of the Company.
Elements of Site are protected by trade dress, trademark, unfair
competition, and other laws and may not be copied or imitated in whole or in
part. No logo, graphic, sound or image from any the Company Web site may be
copied or retransmitted unless expressly permitted by the Company.
PERSONAL AND
NON-COMMERCIAL USE LIMITATION
Unless
otherwise specified, the Material and Services are for your personal and
non-commercial use. Except as necessary to use this site, you may not
modify, copy, distribute, transmit, display, perform, or reproduce any
information, software, products or services obtained from the Site. You may
not publish, license, create derivative works from, transfer, or sell any
information, software, products or services obtained from the Site or
Services.
WARRANTIES AND
DISCLAIMERS
EXCEPT
AS EXPRESSLY PROVIDED OTHERWISE IN A WRITTEN AGREEMENT BETWEEN YOU AND THE
COMPANY, ALL MATERIALS AND SERVICES ON THIS SITE ARE PROVIDED "AS IS"
WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT
LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A
PARTICULAR PURPOSE, OR THE WARRANTY OF NON-INFRINGEMENT. WITHOUT LIMITING
THE FOREGOING, THE COMPANY MAKES NO WARRANTY THAT (i) THE SERVICES AND
MATERIALS WILL MEET YOUR REQUIREMENTS, (ii) THE SERVICES AND MATERIALS WILL
BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (iii) THE RESULTS THAT MAY
BE OBTAINED FROM THE USE OF THE SERVICES OR MATERIALS WILL BE EFFECTIVE,
ACCURATE OR RELIABLE, (iv) THE QUALITY OF ANY PRODUCTS, SERVICES, OR
INFORMATION PURCHASED OR OBTAINED BY YOU FROM THE SITE WILL MEET YOUR
EXPECTATIONS, AND (v) ANY ERRORS IN THE SOFTWARE OBTAINED FROM THE SITE WILL
BE CORRECTED.
IN NO EVENT SHALL THE
COMPANY OR ITS SUPPLIERS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY
SPECIAL, PUNITIVE, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES OF ANY
KIND, OR ANY DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, THOSE
RESULTING FROM LOSS OF USE, DATA OR PROFITS, WHETHER OR NOT THE COMPANY HAS
BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND ON ANY THEORY OF
LIABILITY, ARISING OUT OF OR IN CONNECTION WITH THE USE OF THIS SITE OR OF
THE SERVICE.
NO UNLAWFUL OR
PROHIBITED USE
You agree not to use Service or the Site to (i) disseminate
or transmit unsolicited communications, (ii) disseminate or transmit
material that, to a reasonable person may be abusive, obscene, pornographic,
defamatory, harassing, grossly offensive, vulgar, threatening, or malicious,
(iii) 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 third party, (iv)
create a false identity or to otherwise attempt to mislead any person as to
the identity or origin of any communication, (v) interfere, disrupt, or
attempt to gain unauthorized access to other accounts on the Service or any
other computer network, (vi) disseminate or transmit viruses, Trojan horses,
or any other malicious code or program, (vii) “hack”, “crack”, reverse
engineer or otherwise compromise any of the systems or software available on
this Site or Services (viii) engage in any behavior that would violate the
law or the rights of another or (ix) engage in any other activity deemed by
the Company to be an unacceptable or inappropriate use of the Service or the
Site.
Use or distribution of
tools designed for compromising security is prohibited. Examples of these
tools include but are not limited to password guessing programs, cracking
tools or network probing tools. The Company will fully cooperate with law
enforcement authorities in investigating suspected lawbreakers and may
release your name and other information to the appropriate authorities for
that purpose. The Company may log instances of abuse of system resources and
take action as outlined below. System abuse means any use of Site or
Services resources which disrupt the normal use of the Site or Services for
others. Examples of system abuse include, but are not limited to, attempting
to disrupt the sessions or communications of other users consuming excessive
amounts of CPU time, network resources or disk space, or otherwise
unreasonably and adversely affecting the performance of Services servers. If
you use, or attempt to use the Service for other purposes including but not
limited to tampering, hacking, modifying or otherwise corrupting the
security or functionality of Service or software, you will be subject to
damages and other penalties, including criminal prosecution where available.
PERSONAL INFORMATION
AND PRIVACY
Your privacy is
important to us. Accordingly, we have established and implemented a Privacy
Policy (which may be modified by the Company from time to time) describing,
without limitation, what information we collect and how we use such
information. You may review our current Privacy Policy at our Site
http://theados.com
You acknowledge and agree that you have the opportunity to review our
Privacy Policy and that you consent to our collection of information
consistent with its provisions.
COMPLIANCE WITH COMPANY POLICIES
You agree to comply with all procedures and policies the
Company may establish with respect to the Service and the Site (including,
without limitation, password management policies, security policies, the
Terms of Service, the Account Policy, and the Privacy Policy) (collectively,
the "Policies"). You are solely responsible for any and all acts and
omissions that occur under your account or password.
SOFTWARE LICENSES
You agree
to be bound by the terms of the licenses of any software that you access,
download, or use from this Site or Services. You also agree that you will
comply with the license requirements of any software that you may use in
connection with the Site or Services.
THIRD PARTY
COMPONENTS
You
acknowledge and agree that use of the Service and the Site require third
party equipment and software (collectively, the "Third Party Components")
that must be provided by you. The Third Party Components include, without
limitation, the following: a computer(s), a connection to the internet,
operating system software, and a web browser (the necessary version of any
of the foregoing to be designated by the Company from time to time). THE
COMPANY SHALL HAVE NO RESPONSIBILITY TO YOU OR ANY THIRD PARTY WITH RESPECT
TO THE THIRD PARTY COMPONENTS.
COPYRIGHT POLICY
The Company is committed to complying with copyright and
related laws, and expects you to comply with such laws as well. Using the
Site or Services to transmit any content (by email, uploading, posting, or
otherwise) or to engage in any activity that infringes any copyright or any
other right of a third party violates these Terms of Service. You represent
and warrant to the Company (i) that you own, or are otherwise lawfully
authorized to use, any content that you transmit to or through the Site or
Services; (ii) that use of the content supplied by you does not violate this
policy and will not cause injury to any person or entity. You agree to
indemnify the Company for all claims resulting from content that you supply.
You agree that the Company, in its sole discretion and for any reason, may
terminate part or all of your access to the Site or Services and delete any
content transmitted to or through the Services. You agree that the Company
may terminate your access to the Site or Services at any time and without
prior notice.
INDEMNITY
You
agree to indemnify and hold the Company, and its subsidiaries, affiliates,
officers, agents, co-branders or other partners, and employees, harmless
from any claim or demand, including reasonable attorneys' fees, made by any
third party due to or arising out of content you submit, post to or transmit
through the Site (including, without limitation, any Submissions or
Communications), your use of the Site or Services, your connection to the
Site or Services, your use of software, your violation of the Terms of
Service, your violation of company policies, or your violation of any rights
of another person or entity. You agree that this indemnity survives the
cancellation or termination of this Terms of Service.
VALID ACCOUNT
You must have a valid
account to purchase goods and services.
AGE REQUIREMENTS
You must
be at least 18 years of age to register for an account.
LOCATION
REQUIREMENTS
You are
responsible for compliance with all applicable laws in your location.
VALID
CREDIT CARD REQUIRED
A valid
credit card is required to register for an account. The Company reserves the
right to reject a credit card and/or new user at its sole discretion.
SINGLE
ACCOUNT
You may
register and hold only one account. Multiple accounts are not permitted. The
Company reserves the right to terminate duplicate accounts.
ACCURATE INFORMATION
You agree
to provide true, accurate and complete registration information and to
maintain and promptly update your information as applicable. You agree not
to impersonate any person or use a name that you are not authorized to use.
If any information you provide is untrue, inaccurate, not current, or
incomplete, without limiting other remedies, the Company has the right to
terminate your use of the Site and Services and its agents, suppliers, and
subcontractors have the right to recover from you any costs or losses
incurred as a direct or indirect result of the inaccurate or incomplete
information. You authorize the Company and its agents, suppliers and
subcontractors to make any inquiries they consider necessary to validate
your information. This may include ordering a credit report and performing
other credit checks or verifying your address information against third
party databases.
You agree
that you have access to the Internet and to a current e-mail address. You
have sole responsibility for providing the Company with a correct and
operational e-mail address, credit card information, and billing address.
The Company will not be liable for any undelivered e-mail communications or
any costs you incur for maintaining Internet access and an e-mail account.
You must promptly notify the Company of any change in your e-mail or postal
address, credit card billing address, or credit card information.
SECURITY
You must
provide the required information and choose a Username and password in order
to create an account. You may not give false information or intentionally
hide required information at the time of registration. You are liable for
all activities conducted through your account
You must
choose a user name, which will be entered each time the Services are used.
This name should not be disclosed to any third party, for any reason.
You must
choose a password. You are entirely responsible for maintaining the
confidentiality of that password. The use of features that allow software to
“remember” passwords is strongly discouraged as it may make it possible for
third parties to access the your account. You are also responsible and
liable for any consequences and charges that arise from harm resulting from
disclosure of the password, allowing the disclosure of that password, or
allowing another party to use that password to gain access to your account. Use a
password for your account that is unique. Do not use the same password for
any other web sites or systems, and do not use a password for your account
that you already use for any other services.
NOT A
BANK OR OTHER FINANCIAL INSTITUTION
You
acknowledge that a) the Company is not a bank or financial institution and
the Services are not banking or financial services, b) accounts are not
insured by any government agency of any nation, c) the Company and Services
are not subject to banking regulations and c) Company will invest in liquid
assets and that interest earned on those assets will be the property of the
Company and may be used as it deems appropriate.
NO CASH ADVANCES
You agree
not to engage in behavior that could reasonably be construed as providing
yourself a cash advance from your credit card, and agree not to assist users
who engage in behavior that could reasonably be construed as providing
themselves a cash advance from their credit cards. Such behavior includes,
but is not limited to, a User paying someone by charging a credit card, then
receiving the funds back from the original Recipient and attempting to
withdraw the funds from an account. The Company reserves the right to
reverse all such transactions and to terminate any accounts that are
associated with such behavior.
CHARGE
LIMITATION
The
Company may limit the amount charges and/or number of purchases on your
account, at its sole discretion.
GENERAL GUIDELINES
The
Company will not be responsible for unintended purchases made by you. The
Company will not have any liability in connection with any unauthorized
interception or use of data relating to you or the Site or Services; any
inability to use or access the Service or the Site for any reason; any
actions or transactions by an individual that uses your user name and
password; or any cause over which the Company does not have direct control,
including problems attributable to computer hardware or software (including
computer viruses), telephone or other communications, or Internet service
providers. The Company shall not be responsible for any information lost due
to malfunction or loss of a handheld device.
FORCE
MAJEUR
In no event shall the Company be liable for any act or omission of any third
party (such as, for example, any provider of telecommunications services,
internet access or computer equipment or software) or any circumstances
beyond its control (such as, for example, a fire, flood, or other natural
disaster, war, riot, strike, act of civil or military authority, equipment
failure, computer virus, or failure or interruption of electrical,
telecommunications, or other utility services, or misrouted IP addresses, or
other internet interruptions).
RIGHT OF COLLECTION
You will be liable for
all purchases and all fees incurred through the use of the Site or Services.
The Company
will seek to recover the fees from you by debiting your account balance and,
if there is not a sufficient balance in your account, the Company reserves
the right to collect your debt by any other legal means.
CUSTOMER
RESPONSIBILITY FOR TAXES
It is
your responsibility to determine what, if any, taxes apply to the payments
you make or receive and to collect, report and remit the correct tax to the
appropriate tax authority. The Company is not obligated to determine whether
taxes apply, and is not responsible to collect, report, or remit any taxes
arising from any transaction.
INACTIVE ACCOUNTS
If your
account has no service credit balance and you do not access it for 90
(ninety) days, then the Company may close your account. If your account has
a service credit balance and you do not access it for 356 (three hundred
sixty-five) days, then the Company may close your account and the remaining
services balances are non-refundable and void.
ACCOUNT CLOSURE
You may
close your account at any time. Upon closure of an account, you may request
a refund of any unused services credit in the account. Such refund is
subject to the Company’s refund policy. You will remain liable for all
obligations related to the account even after such account is closed.
ACCOUNT RESTRICTION
Excessive
disputes by you, failure to respond to reasonable requests for information,
or other abuses of the Service are, without limitation, grounds for
restricting your account and/or terminating your right to use the Service.
The Company, in its sole discretion, reserves the right to
restrict an account, access to its website, or access to Services without
notice for any reason and at any time.
ACCOUNT TERMINATION
The
Company, in its sole discretion, reserves the right to terminate this
agreement, your account, access to its website, or access to Services
without notice for any reason and at any time.
INVESTIGATION OF
VIOLATIONS
The Company reserves the right to investigate suspected
violations of these Terms of Service. When the Company becomes aware of
possible violations, the Company may initiate an investigation which may
include gathering information from the party or parties involved and/or the
complaining party, if any, and examination of material on the Company's
servers. During an investigation, the Company may suspend the accounts of
those involved and/or remove the related material from Site or Service’s
servers. If the Company believes, in its sole discretion, that a violation
of these Terms of Service has occurred, it may take responsive action, which
may include removal of material from the Site or Service’s servers, warnings
and suspension or termination of accounts, including permanent banning from
any future Services. The Company in its sole discretion will determine what
action will be taken in response to a violation on a case-by-case basis.
Violations could also subject you to criminal or civil liability.
COOPERATION WITH
AUTHORITIES
In
addition to the terms listed above, you further agree that the Company may
access and disclose information about you or your use of the Site or
Services when the Company deems necessary or appropriate to comply with the
law or legal process, to protect the Company’s systems and customers, or to
ensure the integrity and operation of Company’s business and systems. Unless
otherwise prohibited by law, such disclosure may include, without
limitation, user profile information (e.g., name, e-mail address, etc.),
transaction information, IP address and traffic information, and usage
history.
PROCESSING
TIME/DELAYS
Processing and time delays sometimes occur when processing credit card
transactions and purchases. We make no representations or warranties
regarding the amount of time needed to complete processing, such as delays
in the banking system or the U.S. or international mail service, nor shall
we be liable for any actual or consequential damages arising from any claim
of delay. The Company will not be liable if you do not have enough available
balance in your account to make the transaction, your credit card is
rejected, or the information in your profile is inaccurate and/or
incomplete. The company is not responsible if circumstances (such as fire or
flood, war, civil unrest, hacking or terrorist attack, war, other criminal
activity, equipment failure, or security breaches) prevent the transaction.
ELECTRONIC
COMMUNICATIONS
To the
fullest extent permitted by applicable law, the Terms of Service and any
other agreements, notices or other communications regarding your account
and/or your use of the Service ("Communications"), may be provided to you
electronically and you agree to receive Communications in an electronic
form. Electronic Communications may be posted on the pages within the
Services website and/or delivered to your e-mail address. You will print a
copy of any Communications and retain it for your records. All
Communications in either electronic or paper format will be considered to be
in "writing," and to have been received no later than five (5) business days
after posting or dissemination, whether or not you have received or
retrieved the Communication. The Company reserves the right but assumes no
obligation to provide Communications in paper format.
BUSINESS DAY
The
Company’s business days are Monday, Tuesday, Wednesday, Thursday, and
Friday, excluding any Holidays.
GOVERNING LAW AND
JURISDICTION
The Site
(excluding linked sites) and Services are controlled by the Company from its
offices within the state of Pennsylvania, United States of America. By
accessing the Site or Services, you and The Company agree that all matters
relating to your access to, or use of, this Site or Services shall be
governed by the statutes and laws of the State of Pennsylvania and
applicable United States federal law, without regard to the conflicts of
laws principles thereof. Copyright and other proprietary matters will be
governed by applicable United States laws and international treaties.
Exclusive venue for all litigation regarding this Agreement shall be in
Philadelphia County, Pennsylvania and you agree to submit to the
jurisdiction of the courts in Philadelphia, Pennsylvania for any such
litigation. The Company makes no representation that Materials or Services
available on this Site are appropriate or available for use in other
locations, and accessing them from territories where their contents are
illegal is prohibited. Those who choose to access the Site or Services from
other locations do so on their own initiative and are responsible for
compliance with local laws.
ARBITRATION
You agree to notify the
Company immediately of any controversy or claim arising out of or relating
to this contract, or breach thereof. Such notice must be sent issued in
writing within 10 (ten) days of the occurrence of said controversy or
breach. You agree to give the company, at its sole discretion, up to 90
(ninety) days to remedy the controversy or claim. Any controversy or claim
arising out of or relating to this contract, or the breach thereof, shall be
resolved by exclusive, binding, and final arbitration, which will be
conducted in Philadelphia, PA in accordance with the rules and procedures of
the American Arbitration Association. Each party will select an arbitrator
and the two arbitrators so selected shall select a third arbitrator. Each
party shall be solely responsible for its expenses, including the cost of
the arbitrator each chooses, and shall bear the expense of the third
arbitrator equally. You agree that such arbitration will be in lieu of your
rights to assert any claim, demand, or suit in any court action, provided
that the Company may elect court action for the purpose of obtaining
injunctive relief to terminate any violation by you of the Company’s
proprietary rights, including without limitation any trade secrets, patents,
copyrights, or trademarks.
MISCELLANEOUS
The Terms of Service
constitute the entire agreement between the parties relating to this subject
matter and supersedes all prior or simultaneous representations,
discussions, negotiations, and agreements, whether written or oral. No term
or provision hereof will be considered waived by either party, and no breach
excused by either party, unless such waiver or consent is in writing signed
on behalf of the party against whom the waiver is asserted. No consent by
either party to, or waiver of, a breach by either party, whether express or
implied, will constitute a consent to, waiver of, or excuse of any other,
different, or subsequent breach by either party.
You may not assign your
rights or obligations arising under the Terms of Service without the
Company's prior written consent. Company may assign its rights and
obligations under these Terms of Service. These Terms of Service will be for
the benefit of Company's successors and assigns, and will be binding on your
heirs, legal representatives and permitted assignees.
The failure of the
Company to exercise or enforce any right or provision of the Terms of
Service does not constitute a waiver of such right or provision. If a court
of competent jurisdiction finds any provision of the Terms of Service 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
the other provisions of the Terms of Service remain in full force and
effect. 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 the Terms of
Service must be filed within one (1) year after such claim or cause of
action arose or be forever barred. The section titles in the Terms of
Service are for convenience only and have no legal or contractual effect.
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