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Terms and Conditions of Use PLEASE READ THESE TERMS AND CONDITIONS OF USE CAREFULLY BEFORE REGISTERING AN ACCOUNT OR OTHERWISE UTILIZING ANY OF CONNECTPOINTZ.COM’S SERVICES. YOU ARE REQUIRED TO ACCEPT THESE TERMS AND CONDITIONS OF USE IN ORDER TO REGISTER OR USE CONNECTPOINTZ.COM’S SERVICES. 1. Terms You (meaning all individuals and entities who utilize any Service as defined below) shall comply with: (a) all terms and conditions set forth herein; (b) all operating rules and policies that are published on the CONNECTPOINTZ.COM’s website (“Site”) from time to time, (c) legal notices, copyrights, trademarks, and all intellectual property laws, and (d) any other rules, regulations or guidelines posted on the Site, each as may be modified from time to time. CONNECTPOINTZ.COM is wholly owned by ACT Data Services, Inc. (the “Company”). The Company may post a notice on the Site, or broadcast messages through emails, to inform you of changes to these Terms and Conditions of Use, the Service, or other matters of importance. Such posting or broadcast will constitute notice to you. Any amendment to the Terms and Conditions of Use shall be effective immediately upon posting of the notice, or broadcasting of the message. Your continued use of the Service after such notice or broadcast will reaffirm your agreement to be bound and to abide by this Terms and Conditions of Use as amended. 2. The Service The term 'Service' includes all functionality made available by Company on or through the Site. Company may pass your data through the Site and store it on one or more remote sites. Company may add to, delete from, or modify the Service. Unless explicitly stated otherwise, any new product, service, information, software, tool or other feature that augments or enhances the current Service, will be subject to this Terms and Conditions of Use. 3. Your Privileges and Obligations The Service is available only to corporate entities and users over the age of 18. In order to use the Service, you must first register. You agree to provide accurate user information, as prompted by the registration form, including but not limited to an accurate email address where you can be contacted. Once you have registered you will become a “Registered User”. Each Registered User is allowed to have only one Registered Usership. Registered Usership is intended for personal or business use and may or may not be transferable. You must choose a password. You are responsible for any activity that occurs under your user ID. You agree to immediately notify Company of any unauthorized use of your user ID or any breach of security in relation to the Service. You may use the Service only for your regular personal or business use. You shall not abuse the Service, including but not limited to: creating an extremely high load to Company’s servers; sending mass emails to a big mailing list; using automated software or devices that keep connecting to Company’s Service(s); using download manager software that creates too many concurrent connections, etc. 4. Register User Content Registered Users can store Registered User Content on the Site. The Registered User Content may include only document files, images, video, and other materials, data, or text. Your Registered User Content is linked to your user ID. You agree not to post, send, transmit, upload, display, publish or distribute through any part of the Site, any Registered User Content that: (a) uses materials of others that are protected by copyright, trademark or trade secrets, patent or other intellectual property law without the express permission of the author or owner; (b) contains false or misleading statement of facts or description of the origin of the material or communications; (c) violates anyone's copyright, moral rights, author's rights, trade secrets, trademark rights, patent, or other intellectual property or other rights; (d) interferes with the privacy rights of any person, or impersonates any person; (e) contains a virus, may corrupt files or other content that may compromise or harm the Site or any user thereof; (f) constitutes a criminal offense, gives rise to civil liability, or violates any applicable laws or regulations, or encourages anyone to break the law; or advocates illegal activity. You are responsible for creating and maintaining original copies of Your Registered User Content prior to uploading any files to the Site. 5. Payment Customer shall pay for Services as described below. (a) Company will bill for the Services provided at the applicable rates. (b) Amounts payable to Company as specified are payable in U.S. currency for the full amount due to Company without deduction. (c) Terms are net thirty (30) days from billing date. In the event Customer fails to make payment of any sum billed in accordance with this Agreement within ten (10) days after its due date, Company may give written notice to Customer advising that all Services provided by Company under this Agreement will be withheld unless all payments then due are made within ten (10) days. If Customer fails to pay within such ten (10) day period, Company may withhold all further Services or terminate this Agreement. (d) If Customer fails to make timely payments, Customer shall pay a late fee of 5% of all overdue amounts on or before the next due date or, if there is no next due date, within 15 (fifteen) days. If Customer fails to timely make the overdue payment and penalty, interest shall accrue against all overdue amounts at 18% 6. License Grant and Intellectual Property Rights Company will not assume any copyright or ownership of contents uploaded by Registered Users. With respect to Registered User Content, you grant Company the right to access, reproduce, and transmit any portions of Registered User Content in order to store and backup data, or trouble shoot and improve Site operations, and comply with applicable laws. You will own your Registered User Content. You can delete or modify Registered User Content or stop using the Company’s Service at any time. Company owns all right, title and interest (including all intellectual property rights) in and to the Site, the Service, the technology, information, documents, files, web pages and other products developed in connection with the Site or available on the Site. You agree not to translate, reverse engineer, reverse compile, disassemble or create derivative works from software programming contained in the Site or the Service. Company may, at its sole discretion, elect to modify, delete, reduce, augment, or discontinue the Service or any product, service, feature, functionality on the Site, or institute a fee. Company shall not be liable to you or any third party for any such changes and you hereby agree to cooperate with Company as reasonably necessary to effectuate any changes. 7. Registered User Profiles A Registered User Profile may contain a brief description of a Registered User's business, personal interests, contact information and billing information. Any information you place on Company’s Registered User Profile is inaccessible to anyone visiting the Site, unless you have made it public or shared to other users. You agree not to send transmissions through the Site that attempt to hide your identity or represent yourself as someone else. 8. Responsibility for Registered User Content Company does not as a policy manually review or screen any Registered User Content that a Registered User uploaded to the Site or stored in the Site unless having reasonable suspicion that a Registered User may have violated Company’s Terms and Conditions of Use. Company’s automated system may index and screen the Registered User Content. Company does not endorse the contents or views of any Registered User and is not responsible or liable in any manner for any conduct by any Registered User or for any Registered User Content. Registered Users are solely responsible for the content that they upload to the Site for any purpose of reason. This includes, without limitation, responsibility for the nature, content, subject matter, views that you express, share or publish. You agree not to use the Service for illegal purposes. Your use of the Site, the Service, and the products, services, information available on the Site, is subject to all applicable local, state, national and foreign laws and regulations, and international treaties, including, without limitation, U.S. laws regarding the transmission of technical data exported from the United States. You represent and warrant that: (a) you have the right to enter into this Terms and Conditions of Use without any other approvals; (b) you have the right to use, upload, share and publish the Registered User Content linked to your user ID; (c) you have the right to grant the licenses granted herein; and (d) the use by Company of the rights that you grant Company in this Terms and Conditions of Use will not violate the rights of any third parties, including without limitation your employer and your clients. 9. Code of Conduct Company offers EDI, Cloud Storage, Hosting, IT services, Data Translation, Data Compliance and Data Distribution to Registered Users. To avoid service abuse, Company has established the following parameters for any Registered User Content. You agree not to post, send, transmit, upload, or otherwise publish any content that: (i) contains or displays any expression of bigotry, racism, or hatred, or is ethnically offensive, objectionable or inappropriate; (ii) is or might be perceived by Company or Company’s Registered Users or other users, as defamatory, libelous, disparaging, obscene, pornographic, profane, threatening, abusive, deceptive, offensive, vulgar, ethnically offensive, expressing gender or religious bias, objectionable or inappropriate, including nudity, adult content, illegal content, content of a sexual nature, and unacceptable language; (iii) is inconsistent with the values or the spirit of the Company, as determined by Company in its sole discretion; (iv) interferes with anyone else's use of this Site. 10. Illegal Activities It is Company's policy to report suspected illegal activities to law enforcement agencies and to cooperate fully with their investigations. 11. Warranty, Disclaimer of Warranty The Service and the Site, including all contents, products, services and information made available or accessed through the Site, are provided 'AS IS', with no warranties of any kind. Uploading, downloading or transmitting any Registered User Content through the use of the Service is at your own risk and in your sole discretion. You will be solely responsible for any damages to your computer system or loss of data, or any other damages that result from such uploading, downloading or transmittal, or otherwise. Company makes no representations or warranties of any kind that: (a) that the Site or Service will meet your requirements; (b) that defects in the software for the Service will be corrected; (c) that the Service will be timely, secure, error free, uninterrupted; (d) that the Service or any content, product, services or information on the Site are accurate, correct, reliable or complete; (e) that Registered User Content stored on or through the Site will not be altered, deleted or damaged, or will be available for access, upload or download at all times or indefinitely; (f) that the Site or the Service is free of viruses or other components that may infect, harm, or cause damage to computer equipment, data, software, or any other property when you access, browse, download from, upload to, or otherwise use the Service, the Site or any product or content on the Site. Company expressly disclaims all warranties of any kind, whether express or implied, including but not limited to any warranty of merchantability, fitness for a particular purpose or non-infringement of any products, content, information or service published on, or available through the Site or the Service. 12. Disclaimer of Damages; Limitation of Liability 12.1 Company warrants that the Services will conform in all material respects to those agreed upon by both parties. Company will perform Services in a commercially reasonable manner. Provided Customer notifies Company of any nonconformity within sixty (60) days after the performance of nonconforming Services, Company will re-perform or correct the nonconforming Services to the extent due to errors on the part of Company. In the event Customer fails to notify Company of nonconforming Services within such sixty (60) day period, such Services shall be deemed conforming and Customer shall be deemed to have finally accepted such Services. Company does not warrant that the execution of the Services shall be uninterrupted or error free. 12.2 Customer shall be solely responsible for adequately and accurately transmitting data to Company and Customer shall maintain adequate supporting material to enable Company to regenerate data furnished by or to Customer pursuant to this Agreement and to re-perform any necessary processing. If Customer’s failure to adequately maintain supporting material prevents Company from regenerating data then Company shall have no liability. 12.3 Company’s re-performance or correction of nonconforming Services shall be Company’s sole liability under this Agreement. In the event Company cannot re-perform or correct any nonconforming Services, Company may at its sole option refund to Customer any amounts paid by Customer for the nonconforming Services, such refund not to exceed the payments made with respect to those specific services in question or the sum of one thousand dollars ($1,000.00), whichever is less. This shall be the sole and exclusive remedy of Customer. Company shall not be liable to Customer or third parties for any damages including but not limited to direct, indirect, consequential, incidental, special or punitive damages or for loss of profits. The limitation on damages is agreed and intended by the parties to survive even if the limited remedy set forth herein fails of its essential purpose. 12.4 Company shall not be responsible for loss or corruption of data in transmission, or for failure to send or receive data due to causes beyond its reasonable control, including, but not limited to actions or inactions of Customer, third parties, failures caused by communication facilities (such as, by way of example only, email providers or the United States Post office) or energy sources, acts of God, acts of governmental authorities, fires, strikes, inability to obtain labor or material, delays in transportation, riots or war, acts of the public enemy or terrorists, or any cause beyond the reasonable control of Company. 12.5 THIS LIMITED WARRANTY IS IN LIEU OF ANY AND ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. COMPANY HAS AUTHORIZED NO OTHER WARRANTY WITH RESPECT TO THE SERVICES AND CUSTOMER HAS NOT RELIED ON ANY OTHER WARRANTY IN ITS DECISION TO EXECUTE THE AGREEMENT. IN NO EVENT SHALL Company BE LIABLE FOR ANY CLAIM, WHETHER IN CONTRACT OR IN TORT, THAT AROSE MORE THAN ONE YEAR PRIOR TO INSTITUTION OF SUIT THEREON. 13. Privacy Company and Customer agree that each will receive in strict confidence all Trade Secrets and other proprietary information belonging to the other and further agree to maintain and to assist each other in maintaining the secrecy of such Trade Secrets and proprietary information. 14. Site Content Domestic and foreign copyright, trademark, patents, and other intellectual property rights laws and international treaties, and other laws, protect all material, data, text, images, photos, video, graphics, music, sound and audio files available on the Site ('Site Content'), both as individual works and as a collection. Unless authorized, you may not copy, reproduce, display, perform, distribute, or create derivative works from the Site Content, without being expressly authorized to do so by the owners of the intellectual property or proprietary rights of such Site Content. 15. Copyrighted Material Company respects the intellectual property of others, and requires that its users and Registered Users do the same. You may not place any material protected by copyright anywhere on the Site without the express permission of the author or owner of the copyright in that material. Company will promptly take down or block access to infringing or allegedly infringing material on its servers if Company becomes aware that such material infringes the copyright rights of a third party, whether Company identifies such infringement in the course of its ordinary and reasonable business activities, or through notification by a third party. Company will promptly contact the Registered User responsible for the Registered User Content, and alert it, him or her of the allegations of infringement, and of Company’s take down or blocking of the allegedly infringing material. If the Registered User believes that the removal or blocking of its, his or her material was a result of a mistake or a misidentification of the material, the Registered User shall provide Company with a counter-notification establishing the Registered User's rights to display the material in question, as well as any other information Company shall request. Upon receipt, Company will promptly forward the counter-notification to the party that claims to be the copyright owner. If that party then does not file suit to enjoin the alleged infringement, Company may unblock the material within 14 days after receiving the counter notification. If you believe that your work has been copied in a way that constitutes copyright infringement, and appears on the Site, please provide Company with the following information: (a) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; (b) a description of the copyrighted work that you claim has been infringed; (c) a description of where the material that you claim is infringing is located on the Site; (d) your address, telephone number and email address; (e) 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; and (f) 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 copyright owner. 16. Indemnity Since you are responsible for your Registered User Content and the consequences of its use and publication, you agree to indemnify and hold Company, its parents, subsidiaries, affiliates, officers, employees, attorneys, agents, licensors, contractors and users harmless from and against any and all suits, claims, demands, fees, costs and expenses, including attorneys' fees, made by any third party, due to or arising from: (a) your use of the Site or the Service; (b) your violation of this Terms and Conditions of Use; (c) your violation of a third party's privacy rights; (d) your violation or infringement of a third party's copyright, trademark, trade secret, patent, or other intellectual property rights; (e) any libelous or unlawful material contained within your Registered User Content; and (f) your violation of this Terms and Conditions of Use. 17. Force Majeure Company is not liable for any delay or failure in performance resulting directly or indirectly from causes beyond its/their reasonable control, including, without limitation, failure of the Internet, power failure, failure of computer, telecommunication or other equipment, strikes, labor disputes, riots, insurrections, civil disturbances, shortage of labor or materials, fires, floods, storms, explosions, acts of God, war, governmental actions, orders of domestic or foreign courts, non-performance of third parties. 18. Termination of Service If you object to any portion of this Terms and Conditions of Use, or any subsequent modification thereto, or become dissatisfied with the Service, the Site, or any materials, data, text, images, video, audio, music, sound or other Site Content, or any transaction entered into through the Site or Service, your only recourse is to immediately discontinue use of the Service and notify Company of such termination. The preceding sentence sets forth your sole and exclusive remedy regarding any objection to the terms of this Terms and Conditions of Use, and any dissatisfaction with the Service and the Site. Company reserves the right, in its sole discretion, to terminate all or any portion of the Service at any time and for any reason or for no reason. Company reserves the right, in its sole discretion, to terminate your Registered Usership, or to remove your Registered User Content, or to edit, delete or remove any postings from the Site with or without prior notice for any cause or no cause in its/their sole discretion. Any termination under any provision of this Terms and Conditions of Use may be effected with or without prior notice, and Company may immediately delete and discard all of your Registered User Content, and/or bar any further access to such files on the Site or through the Service. Upon any termination of Company’s Registered Usership, or of this Terms and Conditions of Use, your right to use the Service will immediately cease. Company will have no obligation thereafter to host or provide access to your Registered User Content, or to forward any materials stored through the Service or any unread or unsent messages. Company may retain certain materials for administrative, legal and other reasons. You can delete your Registered Usership by deleting all files, folders, emails and content that you posted on the Site. Company may, in its sole discretion, require you to logon periodically to maintain account active status. If a Registered User does not logon for over 3 months, Company may deem your Usership to be inactive and Company reserves the right to take any actions to your data including without limitation, deletion of some or all of the data on the Site. If Company terminates a user's Registered Usership without the user breaching this Agreement; Company shall allow the user a reasonable opportunity to download its contents. 19. Notices & Questions All notices from a Registered User to Company shall be in writing, and shall be made or delivered to Company via email, fax or conventional mail. Company notices may be posted on the Site or sent via email, fax or regular mail. If you have any question about the Service or this Terms and Conditions of Use, please feel free to contact us at support@actdata.com. 20. Choice of Law This Terms and Conditions of Use shall be constructed and controlled by the laws of the State of New Jersey, excluding its conflict of law provisions. With the exception of Company’s rights to pursue injunctive relief in any court of competent jurisdiction, you agree to submit to the exclusive jurisdiction of the state and federal courts of the State of New Jersey. 21. General This Terms and Conditions of Use, as may be modified from time to time, constitutes the entire agreement between you and Company with respect to use of the Site and Service, and it supersedes any other agreements, proposals and communications, written or oral, between you and any Company representatives with respect to your use of the Site and Service. If a court of competent jurisdiction holds that any provision of this Terms and Conditions of Use is illegal, unenforceable, or contrary to law, such provision shall be construed, as nearly as possible to reflect the original intent of this Terms and Conditions of Use, with the other provisions remaining in full force and effect. Any failure by Company to exercise or enforce any right or provision of this Terms and Conditions of Use shall not constitute a waiver of such rights or provision unless Company acknowledges and agrees to it in writing. You and Company agree that any cause of action arising out of, or related to the Service or the Site must commence within one (1) year after the cause of action arose, otherwise, such cause of action is permanently barred. Company may assign its rights and duties and any or all of the Services it provides to you. You may assign any rights or duties you may have only with Company’s prior written consent. All terms on all other pages of the Site are hereby incorporated into this Agreement by reference as if fully set forth herein, except that this Terms & Conditions of Use shall control any conflicts between terms occurring elsewhere on the Site and in this Terms & Conditions of Use. Your use of the Service entitles Company to advertise, promote, solicit and recommend products and/or services to your registered email address and on Company owned websites and domains.