Terms of Service Agreement PLEASE READ THIS AGREEMENT CAREFULLY BEFORE ACCESSING OR USING THIS WEB SITE. By accessing or using Netcommerce's web site (the "Web Site"), you expressly agree to be bound by the terms and conditions set forth herein. If you are not willing to be bound by these terms and conditions, you may not access or use the Web Site or any other product or service offered by Netcommerce through the Web Site (the "Services"). Netcommerce may modify this agreement at any time, and such modifications shall be effective immediately upon posting of the modified agreement. You agree to review this agreement periodically to be aware of such modifications and your continued access or use of the Web Site and the Services shall be deemed your conclusive acceptance of the modified agreement. USE OF WEB SITE AND SERVICES You agree to access and use the Web Site and the Services only for their intended use(s) and for purposes that are lawful in every nation and jurisdiction in the world and all subdivisions thereof. You may display and, subject to any expressly stated restrictions or limitations relating to specific material, download portions of the material from the different areas of the Web Site solely for your own personal, non-commercial use. Any redistribution, retransmission or publication of any material from the Web Site is strictly prohibited. You must provide, at your own cost, all electronic and other equipment and services (including where necessary, telephone service and internet access service) necessary to access the Web Site. COPYRIGHT AND TRADEMARKS The entire contents of the Web Site, including but not limited to text, photos, video, graphics, music and sound, are copyrighted as a collective work under copyright laws and similar laws of other jurisdictions. Netcommerce holds the copyright in the collective work, as well as in other content original to Netcommerce. The collective work includes works that are licensed to Netcommerce by third parties and may also be protected by copyright and other intellectual property laws. Netcommerce , the Netcommerce symbol and certain other trademarks, tradenames and servicemarks used on the Web Site are trademarks or servicemarks of Netcommerce. All rights are reserved. Any other trademarks, servicemarks and tradenames are trademarks, servicemarks or tradenames of their respective owners. USAGE RESTRICTIONS You agree not to copy, redistribute, publish or otherwise exploit material that you download from the Web Site without the express prior written consent of Netcommerce and/or the owner(s) of such material (from whom you are solely responsible for obtaining permission). In the event of any permitted downloading, copying, redistribution, publication or other exploitation of such material, you agree that no changes in or deletion of author or attribution, trademark legend or copyright of such notice shall be made. You further agree and acknowledge that you shall not acquire any ownership rights by downloading material from the Web Site. You agree not to post on, upload, distribute or otherwise transmit through the Web Site or the Services any material(s) that violates or infringes in any way upon the rights of others, is threatening, abusive or harassing, is defamatory or libelous, is invasive of privacy or publicity rights, is obscene, is lewd, lascivious, excessively violent or otherwise objectionable, or which encourages conduct that would violate any law or give rise to civil or criminal liability under any law. You agree that you shall not post on or transmit through the Web Site or the Services any advertising or commercial solicitation of any kind whatsoever, including, but not limited to, via e-mail, without Netcommerce's express prior written consent and, if then, solely in accordance with the terms and conditions set forth by Netcommerce in connection with said prior written consent. You further agree not to use the Web Site or the Services, or any element or portion thereof (including, but not limited to, e-mail addresses of users), for any commercial purposes whatsoever. You agree not to: (a) attempt to impersonate another user or any other third party by selecting or using the name, address, credit card information, e-mail address or avatar of (or belonging to) another user or other person, or otherwise; (b) use a user name, address, credit card information, e-mail address or avatar belonging to any other person, for any reason whatsoever, without the express prior written consent of such person; (c) use a user name, e-mail address or avatar in violation of the intellectual property rights of any person or entity; (d) use a false "header" (the legend attached to e-mail messages to show the messages point of origin, route and destination) or otherwise falsely configuring e-mail; (e) use a user name, e-mail address, header or avatar that Netcommerce, in its sole discretion, deems inappropriate; or (f) disseminate multiple unsolicited copies of e-mail through the Web Site or the Services. SUBMISSIONS You grant to Netcommerce a non-exclusive, royalty-free, worldwide and perpetual license, with the right to sublicense, reproduce, distribute, transmit, create derivative works of, publicly display and publicly perform any materials and other information (including without limitation ideas contained therein for new or improved products or services) you submit to public areas of the Web Site (such as bulletin boards, forums and chat rooms) by all means and in any media now known or hereafter developed. You agree that you shall have no recourse against Netcommerce for any alleged or actual infringement of misappropriation of any proprietary right in your communications to us. ADDITIONAL CHANGES Netcommerce has the right, at any time, to (a) add, change or discontinue any aspect or feature of the Web Site or the Services, including, but not limited to, content, availability and equipment needed for access or use; (b) impose, change or modify its terms and conditions applicable to your use of the Web Site or the Services, or any part thereof; and/or (c) to impose, change or modify the terms and conditions of this agreement (the "Changes"). Such Changes shall be effective immediately upon written notice by posting the Changes on Netcommerce's website or by any other method of notice Netcommerce deems appropriate. Any use of the Web Site or the Services by you after notice of the Changes, except for use only to terminate your account(s), shall constitute acceptance by you of such Changes. DISCLAIMERS, LIMITATIONS & WAIVERS OF LIABILITY THE WEB SITE AND THE SERVICES ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED. USE OF THE WEB SITE AND THE SERVICES IS AT USER'S SOLE RISK. Netcommerce DOES NOT WARRANT THAT THE WEB SITE OR THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE, THAT DEFECTS WILL BE CORRECTED, THAT THIS WEB SITE OR THE SERVER THAT MAKES THE WEB SITE AVAILABLE WILL BE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, NOR DOES Netcommerce MAKE ANY WARRANTY AS TO ANY RESULTS THAT MAY BE OBTAINED BY USE OF THE WEB SITE OR THE SERVICES. Netcommerce MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTIBILITY OR FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, IN RELATION TO THE WEB SITE OR THE SERVICES. Netcommerce SHALL NOT BE LIABLE FOR AND DOES NOT MAKE ANY WARRANTIES OR REPRESENTATIONS REGARDING THE USE OF THE MATERIALS IN THIS WEB SITE IN TERMS OF THEIR CORRECTNESS, ACCURACY, ADEQUACY, USEFULNESS, TIMLINESS, RELIABILITY OR OTHERWISE. UNDER NO CIRCUMSTANCES SHALL Netcommerce BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES FOR ANY MATTER ARISING FROM OR RELATING TO THIS AGREEMENT, THE SERVICES, THE WEB SITE OR THE INTERNET GENERALLY, INCLUDING, WITHOUT LIMITATION, YOUR USE OR DELAY, FAILURE, UNAUTHORIZED ACCESS TO OR ALTERATION OF ANY TRANSMISSION OR DATA, ANY MATERIAL OR DATA SENT OR RECEIVED OR NOT SENT OR RECEIVED, ANY TRANSACTION OR AGREEMENT ENTERED INTO THROUGH THE SERVICES, OR ANY DATA OR MATERIAL FROM A THIRD PERSON ACCESSED ON OR THROUGH THE SERVICE, WHETHER SUCH LIABILITY IS ASSERTED ON THE BASIS OF CONTRACT, TORT OR OTHERWISE. F YOU ARE DISSATISFIED WITH THE WEB SITE OR THE SERVICES, YOU SOLE AND EXCLUSIVE REMEDY SHALL BE FOR YOU TO DISCONTINUE USE OF THE WEB SITE OR THE SERVICES. To the fullest extent permitted by law, the disclaimers of liability contained herein apply to any and all damages or injury whatsoever caused by or related to use of, or inability to use, the Web Site or the Services under any cause of action whatsoever of any jurisdiction, including, without limitation, actions for breach of warranty, breach of contract or tort and that neither Netcommerce nor its affiliates, employees, agents, attorneys, third-party content providers or licensors shall be liable for any direct, indirect, incidental, special or consequential damages in any way whatsoever arising out of the use of, or inability to use, the Web Site or the Services. You further specifically acknowledge that neither Netcommerce nor its affiliates, employees, agents, attorneys, third-party content providers or licensors are liable, and you agree not to seek to hold Netcommerce or its affiliates, employees, agents, attorneys, third-party content providers or licensors liable for the conduct of third parties, including other users of the Web Site or the Services and operators of external sites. THIRD PARTY SITES & CONTESTS The Web Site and the Services contain links to external locations (e.g., other Web sites, etc.), including linked sites framed within the Web Site, and the ability to access external portions of the Internet. You acknowledge that Netcommerce does not regularly review the content of such linked sites and agree that Netcommerce is not responsible for the availability of these external locations, the content, including, but not limited to, solicitations thereon or products or services made available thereby. Netcommerce is providing these linked sites merely as a convenience to you, and the inclusion of any link does not in any way imply or express endorsement or sponsorship by Netcommerce of the site and/or any of the content provided therein. You acknowledge that some external locations may contain materials or communications that are unedited, untrue, illegal in some jurisdictions and may be offensive. You agree to access external locations at your own risk and not to permit minors to have access to inappropriate material. You agree that Netcommerce shall not be held responsible or liable, directly or indirectly, for any loss or damage caused or alleged to have been caused in any way whatsoever related to any such external location. Any concerns regarding any external locations should be directed to its respective site administrator, systems operator or Webmaster. Any and all contests or other promotions either sponsored by Netcommerce or offered through the Web Site will be governed by this Agreement and ay other terms and conditions provided in conjunction with the applicable contest or promotional activity. REVIEW You agree that Netcommerce shall have the right, but not the obligation, to monitor the content of the Web Site and the Services and the use of Web Site and the Services by you and other users (including, without limitation, by keystroke capture) to determine compliance with this agreement and for any other purpose deemed appropriate by Netcommerce and further that Netcommerce may use the information gathered by such monitoring for any purpose deemed appropriate by Netcommerce to the extent permitted by law. EDITING & BLOCKING Netcommerce does not and cannot review all communications and materials posted or uploaded to the Web Site or the Services and is not responsible for the content of these communications and materials. You acknowledge that Netcommerce is acting as a passive conduit for such postings and is not undertaking any obligation or liability relating to any contents or activities on the Web Site. You agree that Netcommerce shall have the right, in its sole discretion, but not the obligation, to edit, refuse to post or remove any material submitted to or posted on the Web Site or the Services, for any reason whatsoever, including, but not limited to, material Netcommerce deems, in its sole discretion, to be lewd, lascivious, filthy, excessively violent, harassing or otherwise objectionable. Notwithstanding the foregoing, you shall remain solely responsible for the content of material you upload, post or otherwise make available on the Web Site or the Services. Furthermore, you acknowledge that the Web Site or the Services may not be monitored and that you do not and shall not rely upon Netcommerce to monitor or edit the Web Site or the Services and that the Services may contain content that you find offensive, and you hereby waive any objections you may have with respect to viewing such content. INDEMNIFICATION You agree to indemnify, hold harmless and defend Netcommerce, its affiliates and their respective partners, shareholders, directors, officers, employees and agents from an against any action, cause, claim, damage, debt, demand or liability, including reasonable costs and attorney's fees, asserted by any person, arising out of or relating to: (a) your violation of this Agreement; (b) your use of the Web Site or the Service, including any data or work transmitted or received by you; and (c) any unacceptable use of the Web Site or the Service, including without limitation, any statement, data or content made, transmitted or republished by you which is prohibited as unacceptable in accordance with this Agreement. MISCELLANEOUS This Agreement constitutes the entire Agreement of the parties with respect to the subject matter hereof and supersedes all previous written or oral agreements between the parties hereto with respect to such subject matter. This Agreement shall commence upon your accessing the Web Site. This Agreement may be terminated by Netcommerce without notice at any time for any reason. This Agreement may be terminated by you without notice at any time for any reason, provided that you no longer use the Web Site or the Services. The provisions of this Agreement relating to Usage, Usage Restrictions, Disclaimers, Limitations & Waivers of Liability, Indemnification and Miscellaneous shall survive any termination of this Agreement. No waiver by either party of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default. The section headings used herein are for convenience only and shall not be given any legal import. You hereby waive any and all defenses you may have based on the electronic form this Agreement and the lack of signing by the parties hereto to execute this Agreement.