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ENTANDEM Terms of Service
Welcome to the website of Entandem Inc. (the "Website").
The following terms of service ("TOS") apply to
your use of the Website, including your use of or access to
the Basic Services, Pay Services and the Content (all as defined
below and collectively referred to as the “Services”)
available through the Website. Please read the TOS carefully
before using or accessing the Website, the Services or the
Content. By using or accessing the Website, the Services or
the Content, you signify your agreement to the TOS. Your use
of or access to the Website, and the Services is also subject
to all applicable laws and regulations. If you do not agree
to any of the terms or conditions in the TOS, you should not
use or access the Website or the Services. Your use of or
access to the Website and the Services is also governed by
our Privacy Policy, which is available through a link on our
home page at http://www.entandem.com and is hereby incorporated
into the TOS.
The TOS were last modified on January 7, 2004.
A. TERMS OF SERVICE APPLICABLE TO THE BASIC SERVICES,
THE PAY SERVICES AND ALL USERS OF THE WEBSITE.
1. TERMS OF SERVICE
Entandem, Inc. ("ENTANDEM") provides the Website
and the Services to you subject to the TOS. ENTANDEM may amend
the TOS from time to time without notice to you, but if it
does so, it will post the amended TOS on the Website at http://www.entandem.com/tos.html.
We encourage you to review the TOS from time to time for possible
changes. Your continued use of or access to the Website and
the Services after any amendment of the TOS signifies your
agreement to the amended TOS. In addition, when using or accessing
any Services, you will be subject to additional posted guidelines
or rules applicable to such Services and/or other provisions
contained in agreements which may be entered into by Entandem
and you. All such additional guidelines, rules and provisions
are hereby incorporated by reference into the TOS.
2. SERVICES AND CONTENT
ENTANDEM currently provides users with various non-fee-based
features and services, including interactive and non-interactive
features, (the “Basic Services”) all of which
may be updated, deleted or otherwise modified from time to
time at the discretion of ENTANDEM. Some of our Services (the
“Pay Services”) require an access fee and/or the
execution of a subscription services agreement between you
and ENTANDEM. Unless stated otherwise, the Website and the
Services are subject to the TOS. You understand and agree
that the Website and the Services are provided "AS-IS"
and that neither ENTANDEM nor its employees, officers, directors
or owners assume responsibility in connection with your use
of the Website or the Services. Unless otherwise specified
herein or in a subscription agreement entered into between
you and ENTANDEM, you may not use the Website or the Services
for any commercial purpose or permit others to do so. Further,
unless otherwise specified herein or in a subscription agreement
entered into between you and ENTANDEM, you may not distribute,
modify, republish or publicly display or publicly use any
of the Content or Services unless you have the prior written
permission of ENTANDEM, which permission may be withheld in
ENTANDEM's sole discretion.
3. ACCESS TO SERVICES
In order to use the Website or the Services or access the
Content, you must obtain access to the World Wide Web and
pay any access fees which are associated with the Pay Services
as applicable. In addition, you must provide all equipment
necessary to make such connection to the World Wide Web, including
a computer and modem or other access device.
4. BACKGROUND INFORMATION
In order to use the Services, you may be required to register
with ENTANDEM by providing certain information about yourself,
including your name and e-mail address. In consideration of
your use of the Services which require registration, you agree
to: (a) provide true, accurate, current and complete information
about yourself as requested in connection with the provision
of and/or registration for any of the Services, subject to
all applicable laws and our Privacy Policy. If you provide
any information that is untrue, inaccurate, incomplete or
not current, or ENTANDEM has reasonable grounds to suspect
that such information is untrue, inaccurate, incomplete or
not current, ENTANDEM has the right to suspend or terminate
your password and refuse any and all current or future use
of the Services.
5. PRIVACY POLICY
All information collected about you during registration and
in connection with your use of the Services or your access
to the Website or portions thereof will be used in accordance
with our Privacy Policy and all applicable laws. You may view
our privacy policy at http://www.entandem.com/privacy.htm.
6. USER PASSWORD AND SECURITY
You will receive a password upon completing the registration
process for use of the specific Services that require registration.
You are responsible for maintaining the confidentiality of
the password and are fully responsible for all activities
that occur under your password. ENTANDEM cannot and will not
be liable for any loss or damage arising from your failure
to comply with this Section 6.
7. USER CONDUCT
You agree that in connection with your use of the Website,
the Services and the Content you will not:
a. upload, post, email or otherwise transmit any content that
is unlawful, harmful, threatening, abusive, harassing, tortious,
defamatory, vulgar, obscene, libelous, invasive of anyone's
privacy, hateful, or racially, ethnically or otherwise objectionable;
b. impersonate any person or entity, including, but not limited
to, an ENTANDEM employee or officer, or falsely state or otherwise
misrepresent your affiliation with a person or entity;
c. upload, post, email or otherwise transmit any content that
you do not have a right to transmit under any law or under
contractual or fiduciary relationships (such as inside information
or proprietary or confidential information learned or disclosed
as part of employment relationships or under nondisclosure
agreements);
d. upload, post, email or otherwise transmit any content that
infringes any patent, trademark, trade secret, copyright or
other intellectual property right of any party;
e. upload, post, email or otherwise transmit any unsolicited
or unauthorized advertising, promotional materials, "junk
mail," "spam," "chain letters," "pyramid
schemes" or any other form of solicitation;
f. upload, post, email or otherwise transmit any material
that contains software viruses or any other computer code,
files or programs designed to interrupt, destroy or limit
the functionality of any computer software or hardware or
telecommunications equipment;
g. interfere with or disrupt the Website or the Services,
or servers or networks connected to the Website or the Services,
or disobey any requirements, procedures, policies or regulations
of networks connected to the Website or the Services; or
h. intentionally or unintentionally violate any applicable
local, state, national or international law.
8. USER MESSAGES
a. With respect to any messages, information, data, graphics,
photographs, images, creative ideas, concepts, know-how, techniques,
suggestions or improvements or other content that you transmit,
submit, post or upload to the Website and/or in connection
with any of the Services (each, a "Message"), you
are, by transmitting or uploading such Message, granting ENTANDEM
a royalty-free, non-exclusive, right and license to use the
content contained in such Message solely to provide Services
to you. This license is granted automatically and no payment
of any kind will be due to you. At times, ENTANDEM may solicit
Messages from users. Your provision of any such Messages in
response to a solicitation by ENTANDEM shall be subject to
a grant of a license to ENTANDEM as specified above. To the
extent that ENTANDEM or any of its employees or agents responds
to any Message that you send to ENTANDEM, you understand that
the content and any intellectual property contained in such
response shall be the sole property of ENTANDEM and/or its
licensors subject only to your rights, if any, in any of such
content that was contained in your original Message.
b. When any user posts any Message to the Website or any of
the Services, ENTANDEM shall have the right, but not the obligation,
in its sole discretion, to review, edit or delete any Message
for any reason in ENTANDEM's sole discretion. It is ENTANDEM's
policy to fully cooperate with law enforcement authorities
and court orders which request or require ENTANDEM to disclose
personal information or the postings of anyone posting Messages
to the Website or any of the Services. Although ENTANDEM may
monitor and/or review Messages from time to time, it is under
no obligation to do so and ENTANDEM does not assume any liability
or responsibility with respect to any Messages, including
those that contain errors, defamatory content, pornography,
profanity or inaccuracies.
c. You acknowledge and agree that ENTANDEM may preserve Messages
and may also disclose Messages if required to do so by law
or in the good faith belief that such preservation or disclosure
is reasonably necessary to: (a) comply with legal process;
(b) enforce the TOS; (c) respond to claims that any Message
violates the rights of third parties; or (d) protect the rights,
property or personal safety of ENTANDEM, its users and the
public. You understand that the technical processing and transmission
of the Services, including Messages, may involve (a) transmissions
over various networks and (b) changes to conform and adapt
to technical requirements of connecting networks or devices.
9. INDEMNITY
You agree to indemnify, defend and hold harmless ENTANDEM
and its officers, directors, owners, other officials, partners,
partnerships, principals, employees, affiliates and other
related entities, servants, agents, representatives, successors
and assigns (collectively, the "Entandem Entities")
from and against any claim or demand, including reasonable
attorneys' fees, arising out of Messages you post to, submit
or transmit through the Website or the Services, your use
of the Website or the Services, your connection to the Website
or the Services, your violation of the TOS or your violation
of any rights of another.
10. MODIFICATIONS TO WEBSITE, INCLUDING THE SERVICES
ENTANDEM reserves the right at any time and from time to time
to modify or discontinue, temporarily or permanently, the
Website or the Services (or any part thereof) with or without
notice. You agree that the Entandem Entities shall not be
liable to you or to any third party for any modification,
suspension or discontinuance of the Website or the Services;
provided that ENTANDEM will provide a pro-rata refund for
any Pay Services which are discontinued or otherwise cancelled
prior to the conclusion of the term for which payment has
been received.
11. TERMINATION
You agree that ENTANDEM, in its sole discretion, may terminate
your password or use of the Website and/or the Services, and
remove and discard any Message within the Services, for any
reason, including, without limitation, for lack of use or
if ENTANDEM believes that you have violated or acted inconsistently
with the letter or spirit of the TOS. ENTANDEM may also in
its sole discretion and at any time discontinue providing
the Website or the Services, or any part thereof, with or
without notice. You agree that any termination of your access
to the Services under any provision of this TOS may be effected
without prior notice, and acknowledge and agree that ENTANDEM
may immediately deactivate or delete your password and all
related information and/or files corresponding to your password
and/or bar any further access to such files or the Services.
Further, you agree that the Entandem Entities shall not be
liable to you or any third party for any termination of your
access to the Services other than as expressly provided for
in Section 10 in connection with early termination of a Pay
Service.
12. THIRD PARTY MATERIALS, SERVICES AND EXTERNAL LINKS
The Website and/or the Services may provide, or third parties
may provide, links to other World Wide Web sites or resources.
Because ENTANDEM has no control over such sites and resources,
you acknowledge and agree that the ENTANDEM Entities are not
responsible for the availability of such external sites or
resources and do not endorse and are not responsible or liable
for any content, advertising, products or other materials
on or available from such sites or resources. You further
acknowledge and agree that the Entandem Entities shall not
be responsible or liable, directly or indirectly, for any
damage or loss caused or alleged to be caused by or in connection
with use of or reliance on any such content, goods or services
available on or through any such site or resource.
You further understand and acknowledge that in some cases,
it may be necessary or desirable to use third party services,
software, technology, or data (collectively, “Third
Party Materials”) either independently or in connection
with various programs, features or functions available through
the Website and/or the Services. Such Third Party Materials
may be downloaded to and/or stored on your computer or otherwise
employed in connection with the functions and features of
the Website and the Services and you may or may not be notified
of the same. Your use of Third Party Services may be subject
to terms of use other than these TOS and as may be set forth
by third party providers, as applicable. Further, Third Party
Materials may appear to be sourced either through an ENTANDEM
branded website or through a third party website. In any event,
you agree and acknowledge that the Entandem Entities assume
no liability with respect to your use of such Third Party
Materials whether you are aware of their use or not and whether
or not the use of such Third Party Materials are endorsed
or recommended for use by Entandem.
13. PROPRIETARY RIGHTS
You acknowledge and agree that (i) Entandem and other marks,
logos and names appearing on this Website are or may be registered
or unregistered trademarks of ENTANDEM; (ii) all logos and
marks as well as all other proprietary materials depicted
on the Website and in connection with the Services are the
property of ENTANDEM and its applicable licensors and may
not be reproduced without the prior written consent of ENTANDEM;
and (iii) the Content, including, without limitation, news
articles, press releases, statistics, photographs, images,
illustrations, audio and video clips, are the property of,
or are licensed by, ENTANDEM. You further acknowledge and
agree that any necessary software used in connection with
the Website or the Services (the "Software") contains
proprietary and confidential information that is protected
by applicable intellectual property and other laws and is
either owned by or licensed to ENTANDEM; and (ii) content
presented to you through the Website and the Services is or
may be protected by copyrights, trademarks, service marks,
patents or other proprietary rights and laws. Except as expressly
authorized by ENTANDEM, you agree not to reproduce, republish,
upload, post, transmit, distribute, copy, publicly display
or otherwise use the Content, the Software or any derivative
works based on the Website, the Services, the Content or the
Software, in whole or in part. You agree not to modify the
Software in any manner or form, or to use modified versions
of the Software, including (without limitation) for the purpose
of obtaining unauthorized access to the Services. You agree
not to access the Services by any means other than through
the interface that is provided by ENTANDEM for use in accessing
the Services. Other than a limited rights specified herein
or in connection with an applicable subscription services
agreement between you and ENTANDEM, you will have no rights
to the Software, to any of the Content or to any of the Services.
14. DISCLAIMER OF WARRANTIES
YOU EXPRESSLY UNDERSTAND AND AGREE THAT:
a. YOUR USE OF THE WEBSITE AND THE SERVICES AND ANY THIRD
PARTY MATERIALS IS AT YOUR SOLE RISK. THE WEBSITE AND THE
SERVICES AND ANY THIRD PARTY MATERIALS ARE PROVIDED ON AN
"AS IS" AND "AS AVAILABLE" BASIS. THE
ENTANDEM ENTITIES EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY
KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED
TO, WARRANTIES OF TITLE AND NON-INFRINGEMENT AND THE IMPLIED
WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR
PURPOSE.
b. THE ENTANDEM ENTITIES MAKE NO WARRANTY THAT (i) THE WEBSITE,
THE SERVICES, THE CONTENT OR THE THIRD PARTY MATERIALS WILL
MEET YOUR REQUIREMENTS, (ii) THE WEBSITE, THE SERVICES, THE
CONTENT OR THE THIRD PARTY MATERIALS WILL BE UNINTERRUPTED,
TIMELY, SECURE OR ERROR-FREE, (iii) THE RESULTS THAT MAY BE
OBTAINED FROM YOUR USE OF THE WEBSITE, THE SERVICES, THE CONTENT
OR THE THIRD PARTY MATERIALS WILL BE ACCURATE OR RELIABLE,
(iv) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION OR
OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE WEBSITE,
THE SERVICES OR THE CONTENT WILL MEET YOUR EXPECTATIONS, AND
(v) ANY ERRORS IN THE SOFTWARE OPERATING ON THE WEBSITE WILL
BE CORRECTED.
c. ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE
USE OF THE WEBSITE OR THE SERVICES IS DONE AT YOUR OWN DISCRETION
AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE
TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM
THE DOWNLOAD OF ANY SUCH MATERIAL.
d. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED
BY YOU FROM THE WEBSITE OR THROUGH OR FROM THE SERVICES OR
THE CONTENT SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED
IN THE TOS OR IN ANY APPLICABLE SUBSCRIPTION SERVICES AGREEMENT.
15. LIMITATION OF LIABILITY
YOU EXPRESSLY UNDERSTAND AND AGREE THAT THE ENTANDEM ENTITIES
SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL,
SPECIAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES, INCLUDING,
BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL,
USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF THE ENTANDEM
ENTITIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES),
IN CONTRACT, TORT OR ANY OTHER CAUSE OF ACTION, RESULTING
FROM: (i) THE USE OR THE INABILITY TO USE THE WEBSITE, THE
SERVICES, THE CONTENT OR THE THIRD PARTY MATERIALS; (ii) THE
COST OF PROCUREMENT OF SUBSTITUTE AND SERVICES RESULTING FROM
ANY DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR
MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR
FROM THE WEBSITE, THE SERVICES OR THE CONTENT; (iii) UNAUTHORIZED
ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (iv)
STATEMENTS POSTED BY, OR THE CONDUCT OF, ANY THIRD PARTY ON
THE WEBSITE, THE SERVICES OR IN THE CONTENT, INCLUDING, WITHOUT
LIMITATION, THE POSTING OR TRANSMISSION BY THIRD PARTIES OF
DEFAMATORY, OFFENSIVE OR ILLEGAL MATERIAL; OR (v) ANY OTHER
MATTER RELATING TO THE WEBSITE, THE SERVICES,THE CONTENT OR
THE THIRD PARTY MATERIALS. THIS LIMITATION OF LIABILITY APPLIES,
WITHOUT LIMITATION, TO ANY DAMAGES OR INJURY CAUSED BY ANY
ERROR, OMISSION OR OTHER FAILURE OF PERFORMANCE BY ENTANDEM,
ITS AFFILIATES AND BUSINESS PARTNERS; ANY INTERRUPTION, DEFECT
OR DELAY IN OPERATION OR TRANSMISSION, INCLUDING COMMUNICATION
LINE FAILURE; ANY COMPUTER VIRUS; AND ANY THEFT, DESTRUCTION
OR ALTERATION OF, OR UNAUTHORIZED ACCESS TO OR USE OF, ANY
ELECTRONIC RECORDS.
16. EXCLUSIONS AND LIMITATIONS
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES
OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL
OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS
OF SECTIONS 16 AND 17 MAY NOT APPLY TO YOU.
17. NOTICE
ENTANDEM may provide notices to you via email or postal mail.
ENTANDEM may also provide notices of changes to the TOS or
other matters by displaying notices or links to notices to
you generally on the Website or by posting an amended TOS
on the Website. You may provide notices to ENTANDEM by email
at webmaster@entandem.com or by postal mail at ENTANDEM, 21355
Ridgetop Circle, Suite 210, Sterling, VA 20166.
18. LINKING TO THE WEBSITE
No link to the Website may be "framed" to the extent
such frame contains any sponsorship, advertising or other
commercial text or graphics. All links to the Website must
be to http://www.entandem.com, the Website home page. "Deep
Linking" to internal pages of the Website is expressly
prohibited.
19. GENERAL PROVISIONS
The TOS constitute the entire agreement between you and ENTANDEM
and govern your use of the Website, the Services and access
to the Content, superseding any prior agreements between you
and ENTANDEM and subject only to any subscription services
agreements entered into between you and ENTANDEM. You also
may be subject to additional terms and conditions that may
apply when you use affiliate services, third-party content
or third-party software. The TOS and the relationship between
you and ENTANDEM shall be governed by the laws of the Commonwealth
of Virginia without regard to its conflict of law provisions.
You and ENTANDEM agree to submit to the personal and exclusive
jurisdiction of the courts located within the county of Loudoun.
The failure of ENTANDEM 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 shall remain in full force
and effect. You agree that, 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 TOS must be filed
within one (1) year after such claim or cause of action arose
or be forever barred. The section titles in the TOS are for
convenience only and have no legal or contractual effect.
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