Terms of Service Use

Effective: January 1st 2008

ACCEPTANCE OF TERMS

Wilcox Business Ventures, LLC (“WBV”) welcomes you. WBV provides the WBV Services (defined below) to you subject to the following Terms of Service (“TOS”), which may be updated by us from time to time without notice to you. You can review the most current version of the TOS at any time at: http://www.wilcoxbusinessventures.com/tos By accessing and using the WBV Services, you accept and agree to be bound by the terms and provision of the TOS. In addition, when using particular WBV owned or operated services, you and WBV shall be subject to any posted guidelines or rules applicable to such services, which may be posted and modified from time to time. All such guidelines or rules are hereby incorporated by reference into the TOS.

DESCRIPTION OF OUR SERVICES

WBV provides users with access to a rich collection of resources, including without limitation various communications tools, forums, personalized content and branded programming through its network of properties which may be accessed through any various medium or device now known or hereafter developed (the “WBV Services”). You also understand and agree that the WBV Services may include advertisements and that these advertisements are necessary for WBV to provide the WBV Services. You also understand and agree that the WBV Services may include certain communications from WBV, such as service announcements, administrative messages and the WBV Newsletter, and that these communications are considered part of WBV membership and you will not be able to opt out of receiving them. Unless explicitly stated otherwise, any new features that augment or enhance the current WBV Services, including the release of new WBV properties, shall be subject to the TOS. You understand and agree that the WBV Services is provided “AS-IS” and that WBV assumes no responsibility for the timeliness, deletion, mis-delivery or failure to store any user communications or personalization settings. You are responsible for obtaining access to the WBV Services, and that access may involve third-party fees (such as Internet service provider or airtime charges). You are responsible for those fees, including those fees associated with the display or delivery of advertisements. In addition, you must provide and are responsible for all equipment necessary to access the WBV Services. You understand that the technical processing and transmission of the WBV Services, including your Content, may involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices.

WBV PRIVACY POLICY

Registration Data and certain other information about you are subject to our applicable privacy policy. For more information, see the full WBV Privacy Policy at http://www.wilcoxbusinessventures.com/privacy You understand that through your use of the WBV Services you consent to the collection and use (as set forth in the applicable privacy policy) of this information, including the transfer of this information to the United States and/or other countries for storage, processing and use by WBV and its affiliates.

MEMBER ACCOUNT, PASSWORD AND SECURITY

You will receive a password and account designation upon completing the WBV Service’s registration process. You are responsible for maintaining the confidentiality of the password and account and are fully responsible for all activities that occur under your password or account. You agree to (a) immediately notify WBV of any unauthorized use of your password or account or any other breach of security, and (b) ensure that you exit from your account at the end of each session. WBV cannot and will not be liable for any loss or damage arising from your failure to comply with this Section.

MODIFICATIONS TO WBV SERVICES

WBV reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the WBV Services (or any part thereof) with or without notice. You agree that WBV shall not be liable to you or to any third party for any modification, suspension or discontinuance of the WBV Services (or any part thereof).

WBV’s PROPRIETARY RIGHTS

You acknowledge and agree that the WBV Services and any necessary software used in connection with the WBV Services (“Software”) contain proprietary and confidential information that is protected by applicable intellectual property and other laws. You further acknowledge and agree that Content contained in advertisements or information presented to you through the WBV Services or by advertisers is protected by copyrights, trademarks, service marks, patents or other proprietary rights and laws. Except as expressly permitted by applicable law or as authorized by WBV or the applicable licensor (such as an advertiser), you agree not to modify, rent, lease, loan, sell, distribute, transmit, broadcast, publicly perform or create derivative works based on the WBV Services, such Content or the Software, in whole or in part.

WBV grants you a personal, non-transferable and non-exclusive right and license to use the object code of its Software on a single computer; provided that you do not (and do not allow any third party to) copy, modify, create a derivative work from, reverse engineer, reverse assemble or otherwise attempt to discover any source code, sell, assign, sublicense, grant a security interest in or otherwise transfer any right in the Software. You agree not to modify the Software in any manner or form, nor to use modified versions of the Software, including (without limitation) for the purpose of obtaining unauthorized access to the WBV Services. You agree not to access the WBV Services by any means other than through the interface that is provided by WBV for use in accessing the WBV Services.

WBV’s Agent for Notice of claims of copyright or other intellectual property infringement can be reached as follows:

By mail: Copyright Agent
c/o Wilcox Business Ventures, LLC
78B North Prospect Street Burlington, VT 05401-3300
By phone: (978) 325-3609
By fax: (800) 316-3689
By email: copyright [at] wilcoxbusinessventures.com

DISCLAIMER OF WARRANTIES

YOU EXPRESSLY UNDERSTAND AND AGREE THAT:

YOUR USE OF THE WBV SERVICES AND SOFTWARE ARE AT YOUR SOLE RISK. THE WBV SERVICES AND SOFTWARE ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. WBV AND ITS SUBSIDIARIES, AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. WBV AND ITS SUBSIDIARIES, AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS MAKE NO WARRANTY THAT (i) THE WBV SERVICES OR SOFTWARE WILL MEET YOUR REQUIREMENTS; (ii) THE WBV SERVICES OR SOFTWARE WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; (iii) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE WBV SERVICES OR SOFTWARE WILL BE ACCURATE OR RELIABLE; (iv) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE WBV SERVICES OR SOFTWARE WILL MEET YOUR EXPECTATIONS; AND (v) ANY ERRORS IN THE SOFTWARE WILL BE CORRECTED. ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE WBV SERVICES OR SOFTWARE IS ACCESSED AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR AND HEREBY WAIVE ANY AND ALL CLAIMS AND CAUSES OF ACTION WITH RESPECT TO ANY DAMAGE TO YOUR COMPUTER SYSTEM, INTERNET ACCESS, DOWNLOAD OR DISPLAY DEVICE, OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM WBVOR THROUGH OR FROM THE WBV SERVICES OR SOFTWARE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TOS. A SMALL PERCENTAGE OF USERS MAY EXPERIENCE EPILEPTIC SEIZURES WHEN EXPOSED TO CERTAIN LIGHT PATTERNS OR BACKGROUNDS ON A COMPUTER SCREEN OR WHILE USING THE WBV SERVICE. CERTAIN CONDITIONS MAY INDUCE PREVIOUSLY UNDETECTED EPILEPTIC SYMPTOMS EVEN IN USERS WHO HAVE NO HISTORY OF PRIOR SEIZURES OR EPILEPSY. IF YOU, OR ANYONE IN YOUR FAMILY, HAVE AN EPILEPTIC CONDITION, CONSULT YOUR PHYSICIAN PRIOR TO USING THE WBV SERVICE. IMMEDIATELY DISCONTINUE USE OF THE WBV SERVICES AND CONSULT YOUR PHYSICIAN IF YOU EXPERIENCE ANY OF THE FOLLOWING SYMPTOMS WHILE USING THE WBV SERVICE: DIZZINESS, ALTERED VISION, EYE OR MUSCLE TWITCHES, LOSS OF AWARENESS, DISORIENTATION, ANY INVOLUNTARY MOVEMENT, OR CONVULSIONS.

LIMITATION OF LIABILITY

YOU EXPRESSLY UNDERSTAND AND AGREE THAT WBV AND ITS SUBSIDIARIES, AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS SHALL NOT BE LIABLE TO YOU FOR ANY PUNITIVE, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF WBVHAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (a) THE USE OR THE INABILITY TO USE THE WBV SERVICE; (b) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES; (c) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (d) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE WBV SERVICE; OR (e) ANY OTHER MATTER RELATING TO THE WBV SERVICE.

NO THIRD-PARTY BENEFICIARIES

You agree that, except as otherwise expressly provided in this TOS, there shall be no third-party beneficiaries to this agreement.

GENERAL INFORMATION

Entire Agreement. The TOS constitutes the entire agreement between you and WBV and governs your use of the WBV Services, superseding any prior version of this TOS between you and WBV with respect to the WBV Services. You also may be subject to additional terms and conditions that may apply when you use or purchase certain other WBV services, affiliate services, third-party content or third-party software.

Choice of Law and Forum. You and WBV each agree that the TOS and the relationship between the parties shall be governed by the laws of the State of Vermont without regard to its conflict of law provisions and that any and all claims, causes of action or disputes (regardless of theory) arising out of or relating to the TOS, or the relationship between you and WBV, shall be brought exclusively in the courts located in the county of Chittenden, Vermont. You and WBV agree to submit to the personal jurisdiction of the courts located within the county of Chittenden, Vermont and agree to waive any and all objections to the exercise of jurisdiction over the parties by such courts and to venue in such courts.

Waiver and Severability of Terms. The failure of WBV to exercise or enforce any right or provision of the TOS shall not constitute a waiver of such right or provision. If any provision of the TOS is found by a court of competent jurisdiction 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 TOS remain in full force and effect.