• Quick-Start

$360.00

4 Hours of Ticket Support for a single incident calculated a an hourly rate of $90 per hour for total purchase of $360.

$724.60

10 Hours of technical support training calculated at an hourly rate of $72.46 per hour for total purchase of $724.60

$359.52

Premium hosting with advanced security monitoring. Calculated as $359.52 per year ($29.96 per month)

Support Policies and Terms of Service

Support Policies

Case Management Support Policy

When you submit a case you are authorizing CNP to spend up to 4 hrs of billable time to: trouble shoot, test, configure or research what is causing the issue, required to resolve the issue or present information requested. If any anticipated issues take more than 4 hours; the assigned developer will stop work promptly after the initial discovery and consult with the client prior to continuing. All associated tasks that require more than 10 hrs of support will be submitted in a quote at the customer’s request or an email approval is required prior to further development unless the task is pre approved or part of regular scheduled work.

Billing and Payment Policy

CNP requires a prepayment retainer equal to the amount of your established project support burn rate; effectively reserving the CNP development team for the allotted time periods to support your projects and support requests. In order to respond effectively, CNP requires the flexibility in billing; since payment cycles are not always in sync with production schedules. As per our terms of service and statement of work guidelines the responsible client or customer authorizes CNP to provide billable services up to an amount equal to twice of the initial burn rate as they pertain to identified labor rates or per the descretion of CNP to effectively respond to the clients request my written or email and/or required resource definitions from the previous period in order to complete assigned project tasks or to meet schedule requirements.

If prepaid monthly retainer is delinquent between increments, at the discretion of the CNP project manager, CNP may continue to work up to twice the allotted burn rate billed and then immediate suspend work, until further payment is received.

For example: if the last prepayment for a designated time period covered 20 hours of work, CNP is authorized if required and deemed appropriate up to 40 hours within the same time period.  Our project managers will inform the customer in regularly scheduled project meetings or by email regarding the status of the burn rate as CNP progresses through the life cycle of the project.

Note: This may require weekly, bi-weekly or monthly payments depending on the circumstances and rate of execution or resource requirements.

Note: If you host with us and have an approved credit application on file you may work with our services team and receive monthly billing for services used. If you do not have an authorized credit application on file you will be required to maintain a credit balance on your account. Your account must be kept current to avoid service inturruption or suspension.

To download a credit app click the following link: 

  Once completed return this info to your project or account manager for processing.

Tracking Process

Each month the assigned development team submits hourly time sheets and these sheets are reconciled with submitted payments. The customer will receive a monthly email entitled "Monthly Account Statement". The email attachment will contain any new invoices applied to your account during the month. If there are any payment(s) applied to these invoice(s), an "invoice statement" will show the invoice(s) details as well as the applied payment(s). If at any time there are invoices from a previous period that remain unpaid on the account, CNP will also send an "account statement" as a reminder. The account statement will list each unpaid invoice and the total balance due. As the project manager assigns tasks during the month, the developers will log their time spent on these projects as billable hours to the customer’s account. The billable hours will be converted to an invoice at the end of each month. The billable time and the work notes will be listed as individual line items on the invoice. Often these work notes are truncated since there is limited space on the invoice. Should the customer have any questions relating to these line items, please contact the individual project manager.

All customers are required to agree to our terms of service posted here on the web site. CNP has built this into our eCommerce check out process for the customer convenience. Customers with unique purchasing situations may request a credit application and apply for optional payment terms. This is subject to approval and review by the CNP Accounting and Finance Division and CEO or CFO.

Note: A burdened rate of 15% of the total retail selling price is added on to all products, components or materials purchased on clients behalf from Third party vendors.

Statement of Work (SOW) Defined

When CNP processes a quote and the customer approves this quote verbally or otherwise or you make an online purchase from our Service Catalog these are effectively considered statements of work (SOW) for engaging our services for the particular services and associated billable rates. Verbal authorization can engage our team based on your commitment to having us bill for our services under these labor categories. A full definition of a statement of work is outlined in our terms of service agreement.

You may download our terms of service argeements from the links below or browse the the onlive version or document repository.

 

General Terms of Service Part 1

CNP General Terms of Service Agreement

(These clauses apply to both Web Hosting and Web Development Services provided by CNP)

This Terms of Services (Agreement) is an agreement between CNP, and the party set forth in the related Registration Form ("User" or "You" and "Your") incorporated herein by reference (together with any subsequent Registration Forms or other online signup, acceptance or order form submitted by User, the "Registration Form"), and applies to the purchase of all services ordered by User on the Registration Form (collectively, the "Services").  As used herein the term "User" and "You" shall also include any and all users, Customers, subscribers, affiliates (including without limitations Users or non-Users to whom CNP provides links or banners to promote the services or products of CNP or any third party the services or products of which are offered by or obtained through or in connection with CNP), resellers or others (i) who sign up for, use or obtain services or products from CNP or from any third party services or products of which are offered by or obtained through or in connection with CNP, or (ii) who visit the Web sites of CNP or of any such third party.

RECITALS:

CNP is a media services, project management and technology solutions provider specializing in electronic commerce (e-commerce) integration; business-to-business (B2B) and business-to-consumer (B2C) web based applications, audio/video productions, 3D Graphics, interactive multimedia, CMS and CRM deployment, web site design/development and technology solutions to facilitate e-business, marketing communications and training delivery.   Providing creative web technology and interactive multimedia solutions, CNP has refocused their business model to embrace the growth and maturity of open source technologies and expanded to supporting project and content management systems. CNP now combines their core strengths in rich interactive multimedia with integrations and configuration of powerful open source portal frameworks to meet the challenges of common business problems and training.

EFFECT:

SIGNING UP FOR THE SERVICES CREATES A CONTRACT BETWEEN YOU AND CNP, CONSISTING OF THE REGISTRATION FORM, THE APPLICABLE SERVICE DESCRIPTION AND THIS SERVICE(S) AGREEMENT.  YOU ARE AGREEING TO BE BOUND BY THE TERMS OF THIS AGREEMENT AND ALL TERMS AND CONDITIONS INCORPORATED BY REFERENCE IN THIS AGREEMENT, INCLUDING CNP's ACCEPTABLE USE POLICY.  IN ADDITION, THE USE OF CNP’S SERVICE(S) BY A USER CONSTITUTES AN UNCONDITIONAL ACCEPTANCE OF AND AGREEMENT TO CNP’S TERMS OF SERVICE.  CNP RESERVES THE RIGHT TO CHANGE OR MODIFY THE TERMS OF SERVICE AT ANY TIME WITHOUT NOTICE BY POSTING THE NEW AGREEMENT OR POLICIES.  THESE MODIFICATIONS WILL BECOME EFFECTIVE IMMEDIATELY.  YOUR CONTINUED USE OF THE SITE AND OR SERVICES INDICATES YOUR AGREEMENT WITH CNP's TERMS; THEREFORE, IT IS YOUR RESPONSIBILITY TO REVIEW THE TERMS OF SERVICE REGULARLY.

1. Definitions

(a) “Company Content”
The content of User to be used online, as well as site design, proposed pages, navigation, articles, information, imagery, and any audio and video material, photographs, logos, trademarks, and other materials provided to CNP - Web Services by Company.  CNP - Web Services shall have no rights in any User Content.  All Customers are solely responsible for providing CNP - Web Services with the content, unless otherwise negotiated in the proposal process. 
(b) “Customer(s)” means person(s) who register and purchase products/services through CNP.
(c) “Deliverable” 
The version on the Web Site, Documentation, Work Product, Site Specifications, and/or any other items to be delivered by CNP.
(d) “Documentation”
All instructions that are necessary or useful in order to assist User in maintaining, modifying and improving the Web Site, including without limitation all written materials developed pursuant to the Work Scope, such as linkage reports, the style guide (if any), all templates, specifications, programmers' notes, technical documentation and a listing of any Utilities required to implement or modify any of the functions of the Web Site.
(e) “Effective Date" means the date this Agreement is accepted by Customer selecting the "I Accept" option presented on the screen after this Agreement is displayed.
(f)“Site Specification”
The detailed written description of the Web Site's functional and aesthetic aspects including, without limitation, the Web Site design, functions, computer program operating features, interfaces and technical requirements of User.
(g)“Statement of Work” (“SOW”)
It is a separate final written agreement between CNP and User, such as a Purchase Order or purchase through the customer portal system, or an approved quote, that specifies the end result sought by both, along with a detailed description of the resources required to render and accomplish those services.
(h)“Source Code”
The computer programs in human-readable form, including programmers' comments, data files and structures, header and including files, macros, object libraries, technical specifications, and documentation reasonably required or necessary to enable an independent third party programmer with an appropriate level of programming skills to create, maintain, modify or enhance the Web Site.
(i) "User(s)" means Customer, Customer’s employees, representatives, consultants, contractors, agents or affiliates who are authorized to use CNP’s services  and have been supplied User identifications and passwords by Customer (or by CNP at Customer’s request).
(j)“Web site”
The so-called HTML/CSS/CMS driven "home page" on the World Wide Web for User, and other linked pages and all portions thereof, capable of running in a satisfactory manner on a computer system to be specified by User, including without limitation, all HTML or other formatted text files, all related graphics files, data files, modules, routines and objects, and the computer software and all other script or program files required to exploit such materials and that collectively control the display of and user interaction with the Web Site and have the features and capabilities described in the Site Specifications, together with all corrections and revisions thereof and all maintenance thereto.  Without limitation of the foregoing, "Web Site" includes the complete Source Code for the Web Site and all portions thereof, all material created by CNP - Web Services or its permitted subcontractors hereunder and all related data or information required to enable User to support, maintain and modify the Web Site.
(k)“Work Product”
Any and all existing or to-be-developed parts, work-in-progress, components, elements, portions or aspects of the Web Site that are developed, created or contributed to by or on behalf of CNP - Web Services under the CNP proposal, terms and conditions, privacy policy, Web Hosting Services Agreement, and any and all other results or proceeds of the services of CNP - Web Services, and of all persons and entities rendering services, in connection with the Web Site from the inception of CNP - Web Services' and such persons' and entities' efforts with respect thereto, in each case including all physical embodiments thereof, whether or not incorporated in a Deliverable and including without limitation, object code, Source Code, the computer programming for the Web Site and Documentation, each Deliverable and each constituent portion and element of the foregoing.

2. Age Requirement:

You must be of adult age in your jurisdiction to agree to and enter into this Agreement on your own behalf and to register for use of the Service.  If you are a minor, you must present this Agreement to your parent or legal guardian, and he/she must tick the box below to enter into this Agreement on your behalf.  If you are a parent or guardian entering this Agreement for the benefit of your child, please be aware that you are fully responsible for his/her use of the Service, including all financial charges and legal liability that he/she may incur.  If you do not agree to (or cannot comply with) any of these terms and conditions, do not attempt to access the Service.

3. Registration:

You warrant that:
• The personal information which you are required to provide when You register is true, accurate, current and complete in all respects; failure to do so may result in suspension or cancellation of Services;
• You are not impersonating any other person or entity; and
• You will notify us immediately of any changes to the personal information by e-mailing or telephoning CNP's customer service representatives.

4. Term:

The initial term of this Agreement shall be as set forth in the Registration Form (the "Initial Term").  The Initial Term shall begin upon commencement of the Services to User.  After the Initial Term, this Agreement shall automatically renew.  ADDITIONALLY AFTER THE INITIAL TERM, YOU ACKNOWLEDGE, AGREE AND AUTHORIZE US TO AUTOMATICALLY BILL AND/OR CHARGE ON YOUR CREDIT CARD FOR SUCCESSIVE TERMS OF EQUAL LENGTH AS THE INITIAL TERM, UNLESS TERMINATED OR CANCELLED BY EITHER PARTY AS PROVIDED IN THIS SECTION.  The Initial Term and all successive renewal periods shall be referred to, collectively, as the "Term".

5.  Billing and Payment:

a. User will pay to CNP the service fees for the Services in the manner set forth in the Registration Form or Statements of Work.
b.  So that CNP Integrations can keep our costs to the customer as low as possible and provide the fastest response times to development needs, CNP requires a prepayment retainer equal to the amount of your established project support burn rate within the preset billing period; effectively reserving the CNP development team for the allotted time periods to support the project tasks and support requests. In order to respond effectively, CNP requires the flexibility in billing; since payment cycles are not always in sync with production schedules.  As per CNP’s Terms of Service and SOW guideline the responsible customer authorizes CNP billable services CNP may engage in the burn rate of the allotted period; the customer is authorized to provide these services; and may bill up to an amount equal to twice of the initial burn rate from the previous billing period in order to complete the forecasted work.  If prepaid monthly retainer is delinquent between increments, at the discretion of the CNP project manager, CNP may continue to work up to twice the allotted burn rate billed and then immediately suspend work, until further payment is received.   For example: if the last prepayment for a designated time period covered 20 hours of work, CNP is authorized if required and deemed appropriate up to 40 hours within the same time period.  Our project managers will inform the customer in regularly scheduled project meetings or by email regarding the status of the burn rate as CNP progresses through the life cycle of the project. This may require weekly, bi-weekly or monthly payments depending on the circumstances and rate of execution or resource requirements.
i. Each month the assigned development team submits hourly time sheets and these sheets are reconciled with submitted payments. The customer will receive a monthly email entitled "Monthly Account Statement". The email attachment will contain any new invoices applied to your account during the month. If there are any payment(s) applied to these invoice(s), an "invoice statement" will show the invoice(s) details as well as the applied payment(s). If at any time there are invoices from a previous period that remain unpaid on the account, CNP will also send an "account statement" as a reminder. The account statement will list each unpaid invoice and the total balance due. As the project manager assigns tasks during the month, the developers will log their time spent on these projects as billable hours to the customer’s account. The billable hours will be converted to an invoice at the end of each month. The billable time and the work notes will be listed as individual line items on the invoice. Often these work notes are truncated since there is limited space on the invoice. Should the customer have any questions relating to these line items, please contact the individual project manager.
ii. All customers are required to agree to CNP’s terms of service posted here on the web site. CNP has built this into our eCommerce check out process for the customer convenience. Customers with unique purchasing situations may request a credit application and apply for optional payment terms. This is subject to approval and review by the CNP Accounting and Finance Division and CEO or CFO.
iii. A burdened rate of 15% of the total selling price is added on to all products, components or materials purchased on clients behalf from Third party vendors.
c.  All fees for web hosting or other Services are due in advance and shall be in accordance with CNP'S Fee Schedule. All subsequent fees and related charges shall be due and payable when billed, by any of the modes of payment listed in the Registration form, within 15 days after the date of the invoice.  If any invoice is not paid within 15 days after the date of the invoice, CNP may charge User a late fee of $65.00 for; in addition any amounts payable to CNP not paid when due will bear interest at the rate of fifteen percent (15%) per month or the maximum rate permitted by applicable law, whichever is less.
d. All hosting fees and domain name renewal fees are due on or before the due date of the renewing account and/or domain name.  Delay in remittance of these would result in suspension of services by CNP.  CNP will not be liable for any losses incurred by the customer during the suspension period.
e. All unpaid balances incurred during period of service by CNP are subject to collection and/or legal action. If any invoice is not paid within sixty (60) days after the date of the invoice, CNP may retain a collection agency to recover the unpaid dues. If CNP collects any payment due at law or through an attorney at law or under advice therefrom or through a collection agency, or if CNP prevails in any action to which the User and CNP are parties, User will pay all costs of collection, arbitration and litigation, including, without limitation, all court costs and CNP's  attorneys' fees.
f. If any check is returned for reason of insufficient funds, CNP may impose a minimum processing charge of $ 25.00.
g. In the event that any amount due to CNP is not paid when due, CNP, in its sole discretion, may immediately withhold or suspend Services, and/or terminate this Agreement.
h. CNP may levy a minimum $50.00 charge to reinstate accounts that have been suspended or terminated. Wire transfers will be assessed a minimum $30 charge.  There may be a minimum $25.00 charge for all credit card chargebacks. A 15% restocking fee is charged for all 3rd party software products.
i. User acknowledges and agrees that CNP may pre-charge User's fees for the Services to its credit card supplied by User during registration for the Initial Term.
j. YOU ACKNOWLEDGE, AGREE AND AUTHORIZE US TO AUTOMATICALLY BILL AND/OR CHARGE ON YOUR CREDIT CARD FOR SUCCESSIVE TERMS OF EQUAL LENGTH AS THE INITIAL TERM, UNLESS TERMINATED OR CANCELLED BY EITHER PARTY AS PROVIDED IN SECTION 3.
k. Any losses or expenses experienced by the User, due to actions taken by CNP in response to Users non-payment, are not the responsibility of CNP.
l. CNP reserves the right to change payment conditions and rates based on individual User circumstances. The User will be notified of any changes to the current terms of service prior to services being rendered.

6. Termination; Cancellation Policy:

a. This Agreement may be terminated or cancelled:
i. by either party by giving the other party thirty (30) days prior written notice provided that we may charge You a minimum $30.00 charge as an early cancellation fee;
ii. by CNP in the event of nonpayment by User;
iii. by CNP, at any time, without notice, if, in CNP's sole and absolute discretion and/or judgment, User is in violation of any term or condition of this Agreement and related agreements, AUP, or User's use of the Services disrupts or, in CNP's sole and absolute discretion and/or judgment, could disrupt, CNP's business operations; and/or
iv. by CNP as provided herein.
b. If you cancels this Agreement, upon proper notice to CNP, prior to the end of the Initial Term or any Term thereafter,
i. You shall be obligated to pay all fees and charges accrued prior to the effectiveness of such cancellation;
ii. CNP may (but is not obligated to) refund to you all pre-paid fees for basic hosting services for the full months remaining after effectiveness of cancellation (i.e., no partial month fees shall be refunded), less any setup fees, cancellation fees, and any discount applied for prepayment, provided that, You are not in breach of any terms and conditions of this AUP, User Agreement, Anti-Spamming Policy or Domain Policy; and/or
iii. CNP may charge You fifteen percent (15%) of all charges for all Services for each month remaining in the Term (other than basic hosting fees as provided in (ii) above) and a twenty-five percent (25%) of all charges as a restocking fee.
.
iv. Any cancellation request shall be effective fourteen (14) days after receipt by CNP, unless a later date is specified in such request.
c. CNP may terminate this Agreement, without penalty,
i. if the Services are prohibited by applicable law, or become impractical or unfeasible for any technical reasons, Terms of Service or regulatory reason, by giving User as much prior notice as reasonably practicable; or
ii. immediately, if CNP determines that User's use of the Services, the Web site or the User Content violates any CNP term of service, including the AUP, User Agreement, Anti-Spam Policy, Privacy Policy or Domain Policy.  If CNP cancels this Agreement prior to the end of the Term for Your breach of this Agreement and related agreements, including the AUP, User Agreement, Anti-Spam Policy, Privacy Policy or Domain Policy or User's use of the Services disrupts CNP's network, CNP shall not refund to You any fees paid in advance of such cancellation and You shall be obligated to pay all fees and charges accrued prior to the effectiveness of such cancellation; further, We may charge You 100.00% of all charges for all Services for each month remaining in the Term and CNP shall have the right to charge You an administrative fee of a minimum of $50.00.
d. Upon termination of this Agreement for any cause or reason whatsoever, neither party shall have any further rights or obligations under this Agreement, except as expressly set forth herein.  The provisions of Sections 2(d), 3B, 4, and Sections 3, 4 and 5 of the General Clauses of this Agreement shall survive the expiration or termination of this Agreement for any cause or reason whatsoever, and, notwithstanding the expiration or termination of this Agreement, the parties shall each remain liable to the other for any indebtedness or other liability theretofore arising under this Agreement.  Termination of this Agreement and retention of pre-paid fees and charges shall be in addition to, and not be in lieu of, any other Terms of Service or equitable rights or remedies to which CNP may be entitled.

I. WEB HOSTING SERVICES
(Web Hosting applies only when CNP is providing Web Hosting)
7. Network:
A. IP Address Ownership

If CNP assigns a User an IP address for use with the subscription, the right to use that IP address shall belong only to CNP and the User shall have no right to use that IP address except as permitted by CNP.  CNP shall maintain and control ownership of all IP numbers and addresses that may be assigned to subscribers by CNP.  CNP reserves the right to change or remove all such IP numbers and addresses in its sole and absolute discretion, at any time.

B. Data Transfer and Disk Usage

User agrees that bandwidth and disk usage shall not exceed the maximum number of megabytes per month for the service plan subscribed by the customer ("Agreed Usage").  Hosting space is intended for normal use only, and is limited to Web files, e-mail and content of the hosted Web sites, not for storage of media or other data.  Hosting space may not be used as offsite storage for electronic files or for third party electronic mail or FTP hosts.  You are responsible for removing any files which do not meet these requirements, and for adhering to any hosting space (disk usage) limits allocated to your account(s).  Failure to do so may result in removal and deletion of such materials, and/or in discontinuation of your services or account, which actions we may take in CNP's sole discretion.  CNP will monitor User's bandwidth and disk usage.  CNP, in its sole discretion, shall have the right to take any corrective action if User's bandwidth or disk usage exceeds the Agreed Usage or other improper storage or usage.  Such corrective action may include the assessment of additional charges, disconnection or discontinuance of any and all Services, removal or deletion of User's Web site, User Content, User's electronic mail services and/or other materials or termination of this Agreement, which actions may be taken in CNP's sole and absolute discretion.  If CNP takes any such corrective action under this section, User shall not be entitled to a refund or credit of any fees paid prior to such action.
User will comply with all applicable laws, rules and regulations regarding User's Web site, User Content and/or User's electronic mail services and will each, including bandwidth, disk space and other resources only for lawful purposes. User may not utilize: the Services to copy material from third parties (including text, graphics, music, videos or other copyrightable material) without proper authorization; the Services to export encryption software to points outside the United States in violation of applicable export control laws; the Services to forge or misrepresent message headers, whether in whole or in part, to mask the originator of the message.  If CNP learns or discovers that User is violating any law related to User's Web site, User Content and/or User's electronic mail services, use of bandwidth, disk usage or Agreed Usage, CNP may be obligated to inform the necessary law enforcement and/or any related agency(ies) of such conduct and may provide such agency(ies) with information related to User, User's Web site, User Content and/or User's electronic mail. User is responsible for bandwidth utilization, and monitoring bandwidth use to ensure the Web site does not exceed the bandwidth allocated for the account(s) and otherwise complies with this Agreement. CNP will use commercially reasonable efforts to e-mail Users who are at or near their bandwidth utilization limits, but CNP does not take responsibility if e-mail notification(s) is not received by the User.  CNP reserves the right to discontinue service through the beginning of the next month for your account in the event that it exceeds the bandwidth allotment.

C. Caching
User expressly:

i. grants to CNP a license to cache the entirety of the User Content and User's Web site, including content supplied by third parties, hosted by CNP under this Agreement and
agrees that such caching is not an infringement of any of User's intellectual property rights or any third party's intellectual property rights..
D. Security
In the event a security breach is detected the User is required to immediately contact CNP and provide the detail steps that have been taken to prevent the breach from happening.  Upon receiving the report of the security beach CNP will contact the Massachusetts Attorney General Office and the Consumer Affairs and Business Regulation Department and will provide by law the report regarding the detailed steps that have been taken to prevent the breach from occurring (this requirement takes effect in MA in January 2009).

8. User's Responsibilities:

a. User is solely responsible for the quality, performance and all other aspects of the User Content.
b. User will cooperate fully with CNP in connection with CNP's provision of the Services.  Delays in User's performance of its obligations under this Agreement will extend the time for CNP's performance of its obligations that depend on User's performance.
c. Because the Services permit Users to electronically transmit or upload content directly to the User Web site, User shall be fully responsible for uploading all content to the User Web site and supplementing, modifying and updating the User Web site, including all back-ups.  User is also responsible for ensuring that the User Content and all aspects of the User Web site are compatible with the hardware and software used by CNP to provide the Services, as the same may be changed by CNP from time to time.  CNP shall not be responsible for any damages to the User Content, the User Web site or other damages or any malfunctions or service interruptions caused by any failure of the User Content or any aspect of the User Web site to be compatible with the hardware and software used by CNP to provide the Services, or other 3rd party back up systems.
d. Unless CNP is otherwise contracted to do so, the User is solely responsible for making back-up copies of the User Web site and User Content.  CNP does not maintain backup copies of User Web sites or e-mail. CNP cannot guarantee that the contents of a Web site will never be deleted or corrupted, or that a backup of a Web site will always be available.  Users should always copy all content of a Web site to a local computer and CNP strongly suggest that Users make an additional copy (on tape, CD, multiple floppies, another desktop, or elsewhere) to ensure the availability of the files.  CNP does not guarantee any performance of 3rd party hardware or software system for back up services.
e. If You have enrolled in a free plan, Your Web site may carry advertising HTML for CNP or a third party, which could include different types of advertisements, including banners or pop-ups.  If You would prefer not to have such advertising on your Web site, You are required to sign up for a plan that does not include advertising.  CNP disaffirms any association with 3rd party advertising and provides no warranty for products or services advertised through the advertising.
f.  The User shall not upload: (i) material that provides sells or offers to sell the following: controlled substances, illegal drugs and drug contraband, weapons, pirated materials, instructions on making, assembling or obtaining illegal goods or weapons to attack others, (ii) any racist, intolerant, "hate", defamatory, "stalking", invitations to fight, threatening or any communication of any nature, (iii) infringed copyrights and trademarks or misappropriated information or illegally destroy others property and (iv) pornography, nudity, sexual products, programs or services and escort services.
g.  Spamming, whether or not it overloads the Services or disrupts service to CNP’s Users, is prohibited.  The term "spamming" includes, but is not limited to, the sending of unsolicited bulk and/or commercial message over the Internet or maintaining an open SMTP policy.  CNP reserves the right to determine, in its sole and absolute discretion, whether e-mail recipients were from an opt-in email list.
h.  "Hacking" and related activities are prohibited.  "Hacking" includes, but is not limited to, the following activities: illegally or without authorization, accessing computers, accounts or networks, penetrating or attempting to penetrate security measures, port scans, stealth scans, and other activities designed to assist in hacking.

9. User's Representations and Warranties:

a. User hereby represents and warrants to CNP, and agrees that during the Initial Term and any Term thereafter User will ensure that:
i. User is the owner or valid licensee of the User Content and each element thereof, and User has secured all necessary licenses, consents, permissions, waivers and releases for the use of the User Content and each element thereof, including without limitation, all trademarks, logos, names and likenesses contained therein, without any obligation by CNP to pay any fees, residuals, guild payments or other compensation of any kind to any Person;
ii. User's use, publication and display of the User Content will not infringe any copyright, patent, trademark, trade secret or other proprietary or intellectual property right of any person, or constitute a defamation, invasion of privacy or violation of any right of publicity or any other right of any person, including, without limitation, any contractual, statutory or common law right or any "moral right" or similar right however denominated;
iii. User will comply with all applicable laws, rules and regulations regarding the User Content and the User Web site and will use the User Web site only for lawful purposes; and
iv. User shall use its best efforts to ensure that the User Content is and will at all times remain free of all computer viruses, worms, Trojan horses and other malicious code.
v. User shall not use anonymous proxy scripts on CNP's servers.  They are very abusive to the server resources, affecting all users on that server.  If a user script is found to be in violation of this clause, or is found to be overwhelming system resources, the user may be requested to remove the script.  In cases of system resource abuse, CNP reserves the right in its sole and absolute discretion to remove such proxy scripts without prior warning and/or suspend the user account until further review.
b. User shall be solely responsible for the development, operation and maintenance of User's Web site, online store and electronic commerce activities, for all products and services offered by User or appearing online and for all contents and materials appearing online or on User's products, including, without limitation
i. the accuracy and appropriateness of the User Content as well as content and material appearing in its store or on its products,
ii. ensuring that the User Content as well as content and materials appearing in its store or on its products do not violate or infringe upon the rights of any person, and
iii. User shall be solely responsible for accepting, processing and filling User orders and for handling its Customers’ inquiries or complaints. User shall be solely responsible for the payment or satisfaction of any and all taxes associated with its Web site and online store.

10. CGI Scripts:

Each CNP account comes fully equipped with its own pre-configured CGI-Bin.  Users are free to use any CGI-Scripts provided with their account or add any additional ones they require.  CNP reserves the right to determine, in its sole and absolute discretion any CGI-Scripts that adversely affect the server performance or the network integrity and shall be shut down without prior notice.  CGI-Script sharing with domains not hosted by CNP is not allowed.

11. Copyright Notice Infringement Information:

In accordance with the Digital Millennium Copyright Act, CNP has adopted a policy that provides for termination of websites hosted by CNP that are found to infringe on copyrights of third parties.  If a copyright holder believes that there has been a violation of his/her copyright on a website that is hosted by CNP or its subsidiaries, CNP will remove the website or disable the material at the written request of the copyright holder, if the copyright holder provides CNP with the following information:
a. A signature of a person authorized to act on behalf of the owner of the exclusive right that is allegedly infringed.  Identification of the copyrighted work that is claimed is being infringed, or, in the case of claimed infringement of multiple copyrighted works, a representative list of such works.
b. Identification of the material that is claimed to be infringing or is the subject of infringing activity with reasonably sufficient information to permit CNP to locate the material.
c. Contact information such as an address, telephone, and, if available, an electronic mail address of the owner, or the person authorized on behalf of the owner of the exclusive right that is allegedly infringed.
d. A statement that the person giving the notification has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law.
e. A statement that the information in the notification is accurate, and under penalty of perjury, that the person giving the notification is authorized to act on behalf of the owner of the exclusive right that is allegedly infringed.

General Terms of Service Part 2

II. WEB SERVICES DEVELOPMENT AGREEMENT:

(Web Services Development applies only when CNP is providing Web Development Services)

12. Retainer Program

a. CNP does not offer flat bid contracts.  All services are delivered based on time and materials.  Once CNP has reviewed the User's project plan and design requirements the User can engage in CNP's retainer program.  This program mandates the User make a weekly electronic payment.  Unless the User has an approved credit application, this weekly payment is due in advance.  CNP will invoice the User with actual hours incurred and a detail of work performed with monthly statements.  The User can also view their account any time by logging in to the User billing section of CNP’s Customer portal www.cnpintegrations.com.
b. Unless otherwise agreed the User is required to prepay for services through the CNP Retainer Program.  The User must complete and return a clear Statement of Work agreement (SOW), and the Terms of Service agreement.
c. In the event additional project support is required to meet User expectations or deadlines, the retainer program authorizes CNP to bill up to twice the designated weekly contracted hours. CNP will not exceed this threshold more than two consecutive weeks without User's approval and will not extend credit beyond this time period. Anytime throughout the project cycle, if the User's retainer program is discontinued due to nonpayment, CNP reserves the right to cancel all discounts. CNP will immediately invoice the User for all back discounts granted and will withhold all source content and license agreements until any outstanding invoices are paid in full.
d. All unpaid balances incurred during period of service by CNP are subject to collection and/or legal action.  If any invoice is not paid within sixty (60) days after the date of the invoice, CNP may retain a collection agency to recover the unpaid dues. If CNP collects any payment due at law or through an attorney at law or under advice therefrom or through a collection agency, or if CNP prevails in any action to which the User and CNP are parties, User will pay all costs of collection, arbitration and litigation, including, without limitation, all court costs and CNP's attorneys' fees.
e. User authorizes CNP to use any method available to CNP to collect overdue balances. This includes charging a previously provided credit card or appointing a collection agency to recover the overdue balances.
f. For alternative payment options a credit application must be filled out.  In these cases, the User will not be eligible for retainer program discounts.

13. Scope of services:

a.  CNP will develop the web site in accordance with the site specification and the Statement of Work.  User will provide CNP with design and navigation hierarchy, imagery and other User content as User deems appropriate for incorporation into the web site.  All aspects of the web site developed by CNP are subject to approval by User prior to implementation.  The web site shall include the User content, as well as original graphics and other material created by CNP exclusively for the web site.  CNP shall provide or obtain, at its expense, all necessary programming and other production services and materials in order to implement the site specifications.  CNP shall consult with User throughout the development of the web site.   User shall have the right, at User's expense, to send User personnel to CNP's place of business upon reasonable notice during normal business hours for consultation with respect to the web site's development.
b.  Web site Deliverables: Notwithstanding anything to the contrary contained herein, CNP shall deliver to User: (a) all HTML or other formatted text files, all related graphics files, data files, modules, routines, objects, computer software, all utilities developed by CNP and a list of utilities approved by User which are provided by third parties, and all other script or program files required to operate the web site, (b) the complete source code for the web site and all portions thereof, and (c) all related data or information required to enable User to support, maintain and modify the web site, including without limitation, utilities and other programs enabling User to generate detailed statistical reports on user access of the web site, self-authoring tools enabling User to easily update the web site without third party assistance, and all programs and information required for User to maintain and operate the web site to ensure access to the web site by all users at all times on a 24-hour per day, seven days per week basis.  Deliverables will in all cases conform to the site specifications and/or any modifications thereto.  CNP agrees to develop the documentation and to deliver the documentation to User for approval according to the Statement of Work and on the dates for delivery as agreed upon by the parties.
c.  CNP shall use reasonable efforts to provide, under the provisions of this agreement, the services that are mutually agreed upon and described in Statement of Work.  User understands that the application is intended to work with certain User materials and that CNP's performance is dependent on User's delivery of such User materials.  Accordingly, User will provide CNP with such User materials and other requested assistance in accordance with the timetable agreed upon by the parties.  Any dates or time periods relevant to performance by CNP hereunder shall be appropriately and equitably extended to account for any delays due to User.  Subject to the above, CNP shall use commercially reasonable efforts to adhere to the deadlines, benchmarks and milestones mutually agreed upon by the parties.

14. Authorization:

The User is engaging CNP as a service contractor for a specific project of developing and/or improving the User’s website portal or CMS/CRM system to be installed on CNP affiliate server or the User’s web space on another Internet Service Provider’s (ISP’s) computer.  The User hereby authorizes CNP to access this account, and authorizes the ISP to provide CNP with “write permission” to the User’s web page directory, CGI-Bin directory, and any other directories or programs which need to be accessed for the specific project. The User also authorizes to publicize their completed web site to web search engines, as well as other web directories and indexes.

15. Work policy/Personnel:

a. Each party will designate a Project Manager to serve as the main contact between them.  CNP will use its reasonable efforts to ensure the continuity of CNP's employees assigned to perform services hereunder.
b. CNP reserves the right to assign subcontractors to this project to insure the right fit for the job as well as on-time completion.  CNP warrants all work completed by subcontractors for this project the same as if CNP had completed the work.
c. On a periodic basis, CNP will submit written status reports describing its activities during the preceding period, including: the current status of activities (with an explanatory narrative when appropriate).  The precise content and format of the status report shall be determined by the parties subsequent to the execution of this Terms of Use  Agreement.  Upon reasonable request and at User's expense, CNP will meet with User management to review the status of CNP's activities.
d. User will have ultimate responsibility to backup and secure their data. CNP will use its reasonable efforts to minimize any disruption to User's normal business operations at all times.  If necessary, User will only provide working space, resources and materials to CNP.
e. Unless otherwise agreed to in writing, neither party will solicit the employment of the other party's personnel during the term of this Agreement and for a period 12 months thereafter.
f. The User agrees and acknowledges that he/she will thoroughly inspect and test the web site., web page, or code for all of User's purposes during 'pre-release' testing.  CNP will put every reasonable effort to meet the User’s expectations during the pre-release and after the release of the web site.

16. Technical support:

a. If the User opts to maintain the site by himself after completion, CNP will provide e-mail and telephone assistance to the User's designated representative(s) regarding management of the User's web site for a period of as needed so long as a prepaid retainer is on file or subject to any terms of service agreement after the site is officially declared completed.  If the User finds the need for assistance after this period has expired, the User will be offered such assistance under a separate Maintenance Agreement.
b. Site Maintenance is not included in the cost of site development.  Users may choose to maintain a Maintenance Agreement after the completion of the site.  Such services may be billed at a fixed monthly rate or an hourly rate and charges will vary depending upon the anticipated needs of the User.  If the User chooses a Maintenance Agreement, the terms of such will be listed separately as required.
c. If the User or an agent of the User other than CNP attempts to update the web site after completion of the site and damages the design or impairs the ability for the web pages to display or function properly, time to repair the web pages will be assessed at an hourly rate.  The estimate of the repair will be conveyed to the User for acceptance before repair work begins.

17. User Amendments:

a. CNP strives to provide excellent User service.  CNP encourages input from the User during the design process.  CNP understands, however, that Users may request significant design changes to pages that have already built to the User's specification.  To that end, please note that this agreement does not include a provision for "significant page modification" or creation of additional pages in excess of the agreed maximum.  If significant page modification is requested after a page has been built to the User's specification, it is considered as an additional page.
Some examples of significant page modification at the request of the User include, but are not limited to the following:
i. Developing a new table or layer structure to accommodate a substantial redesign at the User's request.
ii. Replacing more than 75% of the text to any given page at the User's request.
iii. Creating a new navigation structure at the User's request.
b. User should also be aware that significant modifications could delay the completion date, and requests for significant modifications before the completion date may incur additional charges, at the discretion of CNP. CNP, however, will notify the User via email, telephone, postal mail, or in person before this type of additional charges are incurred in order to gain the User's approval or rejection of these charges.

18. Content Format/Delivery: 

a.  All source content must be delivered to CNP in digital format. All content produced by the User to be placed on the User’s web pages for a specific CNP project must be submitted to CNP via 1) the User’s internal site, 2) a CNP file management tool, 3) a CD/DVD flash drive or, 4) emailed to CNP.
b.  All images and/or graphics to be used on the User’s web pages must be submitted to CNP in either a *.jpg, png or *.gif format.
c.  All sound, video, and music to be used on the User’s website must be submitted to CNP in the ap¬propriate format to be used on the User’s web pages.  Any file reformatting or conversion changes of a sound or music file, by CNP will be billed at CNP’s published rate.  For example, CNP will charge the User to convert a *.wav file and into a *.mpg file.

19. User Responsibilities:

a. The User understands that this contract does not provide ISP (Internet Service Provider) services or a Web Hosting server unless the User has contracted with CNP to  provide web hosting on CNP servers; a separate subscription service. 
b. The User is responsible for obtaining their own Internet connection and securing their web space on a Web Server; the charges for an ISP and Web Server are not included in the prices CNP lists for web development services and support.
c. The User will also provide CNP the location of the ISP or web Server that will be used for the maintenance of the User’s Website or web pages. It is the User’s responsibility to provide any passwords, codes, URLs, directories, FTP addresses, user names or any other information that is required in order for CNP to performing it’s User  obligations.
d. The User is responsible for informing the User’s ISP or Web Host that CNP is maintaining the User’s Website or web pages, and the User should request that the ISP allow CNP to work on and make changes on the User’s servers or computers as needed. 

20. Representations:

In the event that CNP creates and/or uses Content, Artwork, Clipart, Programming and Website pages, other than the User’s logo, except for artwork and coding supplied by the User, use of such artwork by CNP will not infringe upon any statutory copyright of the User. CNP has the right to use the likeness of all the persons depicted in the artwork where CNP has supplied the likeness.
The User asserts that all artwork, design, logos, likeness, or photos of persons as supplied by the User are with proper legal permission. That any artwork supplied by the User does not infringe on any copyright or registered trademark. The User agrees to abide by the appropriate use of web content. The User will indemnify and hold CNP harmless from any and all claims against either the User or CNP, including, but not limited to legal fees.

21. Copyrights and Ownership:

a. Any image, graphics, sound, music, custom code or scripts, text and any other material supplied by the User to CNP will remain the property of its owner, whether it be the User’s or a 3rd party. The User will be held responsible for any unlawfully obtained materials and related fees it supplies to CNP. This responsibility would include, but is not limited to; legal fees, court fees, attorney’s fees, copyright violation fees, and all fees that would apply from a copyright infringement lawsuit. CNP will not reuse or modify any custom image, graphics, sound, music, custom coding or scripts, text and any other material supplied by the User, for any other webpage or Website that CNP works on, without prior approval from the User.
b. Any image, graphics, sound, music, custom code or scripts, text and any other material created, developed, or supplied by CNP remains the property of CNP.  CNP authorizes non-exclusive use to the User, to have any of its copyright material used for the User’s web pages or Website unless written permission is requested and granted.  If CNP supplies any other image, graphics, sound, music, custom code or scripts, text and any other material from any other source the User is ultimately responsible for its use. The User will secure the necessary legal rights to use the above listed items and will indemnify CNP from any and all responsibility for their use.
c. Copyright to the finished assembled work of webpages produced by CNP is owned by CNP. Upon final payment of this contract, the User is assigned rights to use as a website the design, graphics, and text contained in the finished assembled website. CNP reserves the right to use the same images, likeness of, or modified versions of any image, graphics, sound, music, custom coding or scripts, text and any other material supplied by CNP for any other webpage or Website that CNP has produced or is producing. Rights to photos, graphics, source code, work-up files, and computer programs are specifically not transferred to the User, and remain the property of their respective owners. All CNP logos, designs, images, and trademarks are the exclusive property of CNP.

22. Design Credit: CNP retains the right to display graphics and other Web design elements as examples of their work in their respective portfolios.

23. Additional Charges:
CNP reserves the right to charge the User for any approved additional fees or expenses which might arise from the creation, maintenance or development of the User’s Website or web pages in which CNP  incurs a cost or bill from an outside agency, organization, User or any other entity. This would include, but is not limited to: travel expenses, long distance phone calls, obtaining specific programs or plug-ins, creating and producing printed materials including but not limited to brochures, manuals, posters, etc., hiring outside contractors, obtaining specific hardware, computer or other specific equipment, obtaining specific licenses or copyrights,  reproduction cost of the User’s website or web pages (i.e. the  reproducing on CD-ROMs, or any other portable computer medium), and obtaining an ISP’s or web space for the User. CNP shall inform the User and receive written approval from the User before beginning any development or obtaining any services, equipment or software that would be an added expense or fee to the User.
If necessary it the customer is required to affirm any contracts that CNP has entered into on the customer’s behalf and creating a novation of the new contract between the third party and the customer, thus absolving CNP of any liability regarding the contract. 
24. Data Loss:

CNP is not responsible for any data loss associated with the User’s software or hardware failure.  CNP’s practice is to backup the User’s data prior to engaging in a specific project. If restoration is required CNP is not liable for the User’s downtime or loss of business due to the time required to restore the system. CNP shall not be liable under any (foreseeable or unforseeable)  circumstances for any loss of data resulting from delays, non-deliveries, mis-deliveries or service interruptions.

25. Third-Party Software:

In the event the User engages CNP to trouble shoot, test, or configure third party software and it is determined that the cause of the problem is related to deficiencies in the third party software, CNP will not be held responsible.  The User will be subject to any service charges incurred by CNP for researching third party software issues that may or may not be related to resolve the issue.

(In cases of Bundled Services, provisions of both Web Hosting and Web Development Services will apply)
III. GENERAL CLAUSES

(These clauses apply to both Web Hosting and Web Development Services provided by CNP)

26. Independent Contractor:

CNP and User are independent contractors and nothing contained in this Agreement places CNP and User in the relationship of principal and agent, master and servant, partners or joint venturers.  Neither party, expressly or by implication, may represent itself as having, any authority to make contracts or enter into any agreements in the name of the other party, or to obligate or bind the other party in any manner whatsoever.

27. Non-disclosure and Security:

CNP takes the privacy and security of the Customer and itself very seriously.  All Customer information submitted to CNP will be held in the strictest confidence. CNP will not disclose or reveal any information obtained from the Customer to any individual, or any other entity, for the life of the contract or until it has been made public by the Customer.  All CNP’s passwords, operational issues, business practices  intellectual property, and any other “sensitive information” obtained by the Customer shall not be disclosed to any individual, or any other entity, for the life of the contract or until it has been made public by CNP, or required by proper authorities.  Violation of this provision may be strictly enforced under penalty of law.  If required by law, CNP will cooperate with authorites and disclose information.

28. Property Rights:

a. CNP hereby grants to User a limited, non-exclusive, non-transferable, royalty-free license, exercisable solely during the term of this Agreement, to use CNP technology, products and services solely for the purpose of accessing and using the Services.  User may not use CNP's technology for any purpose other than accessing and using the Services.  Except for the rights expressly granted above, this Agreement does not transfer from CNP to User any CNP technology, and all rights, titles and interests in and to any CNP technology shall remain solely with CNP.  User shall not, directly or indirectly, reverse engineer, decompile, disassemble or otherwise attempt to derive source code or other trade secrets from any of the CNP.

b. CNP owns all right, title and interest in and to the Services and CNP's trade names, trademarks, service marks, inventions, copyrights, trade secrets, patents, know-how and other intellectual property rights relating to the design, function, marketing, promotion, sale and provision of the Services and the related hardware, software and systems ("Marks").  Nothing in this Agreement constitutes a license to User to use or resell the Marks.

29. Limited Warranty:

a. CNP represents and warrants to User that the Services will be performed (a) in a manner consistent with industry standards reasonably applicable to the performance thereof; (b) at least at the same level of service as provided by CNP generally to its other Users for the same services; and (c) in compliance in all material respects with the applicable Service Descriptions. User will be deemed to have accepted such Services unless User notifies CNP, in writing, within thirty (30) days after performance of any Services of any breach of the foregoing warranties.  User's sole and exclusive remedy, and CNP's sole obligation, for breach of the foregoing warranties shall be for CNP, at its option, to re-perform the defective Services at no cost to User, or, in the event of interruptions to the Services caused by a breach of the foregoing warranties, issue User a credit in an amount equal to the current monthly service fees pro rated by the number of hours in which the Services have been interrupted. CNP may provision the Services from any of its data centers and may from time to time re-provision the Services from different data centers.

b. The foregoing warranties shall not apply to performance issues or defects in the Services (a) caused by factors outside of CNP's reasonable control; (b) that resulted from any actions or inactions of User or any third parties; or (c) that resulted from User's equipment or any third-party equipment not within the sole control of CNP.  EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION, WE MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, WITH RESPECT TO THE SERVICES OR ANY SOFTWARE PROVIDED UNDER THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT OF THIRD-PARTY RIGHTS, AND WE HEREBY EXPRESSLY DISCLAIM THE SAME. WITHOUT LIMITING THE FOREGOING, ANY THIRD-PARTY PRODUCT OR SERVICE PROVIDED TO USER HEREUNDER IS PROVIDED "AS IS" WITHOUT ANY CONDITION OR WARRANTY WHATSOEVER.  WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE OR COMPLETELY SECURE.

30. Limitation of Liability:

a. IN NO EVENT WILL CNP's LIABILITY IN CONNECTION WITH THE SERVICES, ANY SOFTWARE PROVIDED HEREUNDER OR ANY ORDER, WHETHER CAUSED BY FAILURE TO DELIVER, NON-PERFORMANCE, DEFECTS, BREACH OF WARRANTY OR OTHERWISE, EXCEED THE AGGREGATE SERVICE FEES PAID TO CNP BY THE CUSTOMER DURING THE 3-MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH LIABILITY.

b. CNP CANNOT GUARANTEE CONTINUOUS SERVICE, SERVICE AT ANY PARTICULAR TIME, INTEGRITY OF DATA, INFORMATION OR CONTENT STORED OR TRANSMITTED VIA THE INTERNET. CNP WILL NOT BE LIABLE FOR ANY UNAUTHORIZED ACCESS TO, OR ANY CORRUPTION, ERASURE, THEFT, DESTRUCTION, ALTERATION OR INADVERTENT DISCLOSURE OF, DATA, INFORMATION OR CONTENT TRANSMITTED, RECEIVED OR STORED ON ITS SYSTEM. CNP SHALL NOT BE LIABLE IN SITUATIONS WHERE THE SERVICES ARE ACCESSED BY THIRD PARTIES THROUGH ILLEGAL OR OTHERWISE UNAUTHORIZED MEANS, INCLUDING SITUATIONS WHERE SUCH DATA IS ACCESSED THROUGH THE EXPLOITATION OF SECURITY GAPS, WEAKNESSES OR FLAWS (WHETHER KNOWN OR UNKNOWN TO CNP AT THE TIME) WHICH MAY EXIST IN THE SERVICES OR CNP'S EQUIPMENT USED TO PROVIDE THE SERVICES.

c. EXCEPT AS EXPRESSLY PROVIDED BELOW, NEITHER PARTY SHALL BE LIABLE IN ANY WAY TO THE OTHER PARTY OR ANY OTHER PERSON FOR ANY LOST PROFITS OR REVENUES, LOSS OF USE, LOSS OF DATA OR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS, LICENSES OR SERVICES OR SIMILAR ECONOMIC LOSS, OR FOR ANY PUNITIVE, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR SIMILAR DAMAGES OF ANY NATURE, WHETHER FORESEEABLE OR NOT, UNDER ANY WARRANTY OR OTHER RIGHT HEREUNDER, ARISING OUT OF OR IN CONNECTION WITH THE PERFORMANCE OR NON-PERFORMANCE OF ANY ORDER, OR FOR ANY CLAIM AGAINST THE OTHER PARTY BY A THIRD PARTY, REGARDLESS OF WHETHER IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH CLAIM OR DAMAGES.

d. The limitations contained in this Section apply to all causes of action in the aggregate, whether based in contract, tort or any other Terms of Service theory (including strict liability), other than claims based on fraud or willful misconduct.

e. Notwithstanding anything to the contrary in this Agreement, CNP's maximum liability under this Agreement for all damages, losses, costs and causes of actions from any and all claims (whether in contract, tort, including negligence, quasi-contract, statutory or otherwise) shall not exceed the actual dollar amount paid by User for the Services which gave rise to such damages, losses and causes of actions during the 3-month period prior to the date the damage or loss occurred or the cause of action arose.

f. User understands, acknowledges and agrees that if CNP takes any corrective action under this Agreement because of an action of User or one if its Users or a reseller, that corrective action may adversely affect other Users of User or other reseller Users, and User agrees that CNP shall have no liability to User, any of its Users or any Reseller User due to such corrective action by CNP.

g. This limitation of liability reflects an informed, voluntary allocation between the parties of the risks (known and unknown) that may exist in connection with this Agreement.  The terms of this section shall survive any termination of this Agreement.

31. Warranties/Disclaimer of Warranties:

a.  User agrees to use all Services and any information obtained through or from CNP, at User's own risk.  User acknowledges and agrees that CNP exercises no control over, and accepts no responsibility for, the content of the information passing through CNP's host computers, network hubs and points of presence or the Internet.  THE SERVICES PROVIDED UNDER THIS AGREEMENT ARE PROVIDED ON AN AS IS, AS AVAILABLE BASIS. NEITHER WE NOR ANY OF CNP's PARENT, SUBSIDIARY OR AFFILIATED CORPORATIONS, OR ANY OF THEIR RESPECTIVE EMPLOYEES, OFFICERS, DIRECTORS, SHAREHOLDERS, AFFILIATES, AGENTS, ATTORNEYS, SUPPLIERS, THIRD-PARTY INFORMATION PROVIDERS, MERCHANTS, LICENSORS OR THE LIKE (EACH, A "RELATED PERSON") MAKE ANY WARRANTIES OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT, FOR THE SERVICES OR ANY EQUIPMENT WE PROVIDE. NO RELATED PERSON MAKES ANY WARRANTIES THAT THE SERVICES WILL NOT BE INTERRUPTED OR ERROR FREE; NOR DO ANY OF THEM MAKE ANY WARRANTIES AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES OR AS TO THE ACCURACY, RELIABILITY OR CONTENT OF ANY INFORMATION, SERVICES OR MERCHANDISE CONTAINED IN OR PROVIDED THROUGH THE SERVICES. WE ARE NOT LIABLE, AND EXPRESSLY DISCLAIM ANY LIABILITY, FOR THE CONTENT OF ANY DATA TRANSFERRED EITHER TO OR FROM USER OR STORED BY USER OR ANY OF USER'S CUSTOMERS VIA THE SERVICES PROVIDED BY US.  NO ORAL ADVICE OR WRITTEN INFORMATION GIVEN BY ANY RELATED PERSON, WILL CREATE A WARRANTY; NOR MAY YOU RELY ON ANY SUCH INFORMATION OR ADVICE.  FINALLY, CNP WISHES TO EMPHASIZE THAT IN ACCEPTING SERVICES, CUSTOMERS INDEMNIFY CNP FOR THE VIOLATION OF ANY LAW OR CNP POLICY THAT RESULTS IN LOSS TO CNP OR THE BRINGING OF ANY CLAIM AGAINST CNP.  THIS MEANS THAT IF CNP IS SUED BECAUSE OF ACTIVITIES OF THE CUSTOMER THAT VIOLATE ANY LAW, OR THIS POLICY, THE CUSTOMER WILL PAY ANY DAMAGES AWARDED AGAINST CNP, PLUS COSTS AND ATTORNEYS' FEES.  The terms of this section shall survive any termination of this Agreement.

b. CNP warrants that: (i) it has the authority and the right to enter into this Agreement, to perform and provide services to User, and that its obligations hereunder are not in conflict with any other CNP obligations; (ii) all Services will be performed in a competent and professional manner, and will substantially conform, in all material respects, to User's requirements expressly set forth in Statement of Work; (iii) to its knowledge, neither the User, nor the performance of any services by CNP infringe upon or violate the rights of any third party and to its knowledge, User shall receive free and clear title to all Deliverables assigned to it; and (iv) at the time of acceptance, the Deliverables will substantially conform to the specifications and as User's sole and exclusive remedy for a breach of the foregoing, CNP shall use all commercially reasonable efforts to correct and repair, at no cost to User, any defect, malfunction or non-conformity that prevents the Deliverables from conforming to the Specifications.
c. Furthermore, CNP warrants and represents that it shall not use the User materials which it develops for User hereunder in the use and development of any software and software code for any other manufacturer or distributor of automobiles, motorcycles or recreational vehicles.
d. Any warranty in this agreement shall not apply to: (i) altered or damaged or any portion of the Deliverables incorporated with or into other software; (ii) any part of the Deliverables if it was subjected to negligence, abuse or misapplication by User.
e. Except as expressly provided herein, CNP makes no warranties to any person or entity with respect to the Deliverables, CNP materials or any services or licenses and disclaims all implied warranties, including without limitation warranties of merchantability, fitness for a particular purpose and non-infringement.

32. Indemnification:

User agrees to indemnify, defend and hold harmless CNP and its parent, subsidiary and affiliated companies, and each of their respective officers, directors, employees, shareholders, attorneys and agents (each an "indemnified party" and, collectively, "indemnified parties") from and against any and all claims, damages, losses, liabilities, suits, actions, demands, proceedings (whether legal or administrative), and expenses (including, but not limited to attorney's fees) threatened, asserted, or filed by a third party against any of the indemnified parties arising out of or relating to User's use of the Services, (ii) any violation by User of the AUP, (iii) any breach of any representation, warranty or covenant of User contained in this Agreement or (iv) any acts or omissions of User. The terms of this section shall survive any termination of this Agreement.

33. Assignment:

User may not assign or transfer this Agreement or any of its rights or obligations hereunder, without the prior written consent of CNP.  Any attempted assignment in violation of the foregoing provision shall be null and void and of no force or effect whatsoever.  CNP may assign its rights and obligations under this Agreement, and may engage subcontractors or agents in performing its duties and exercising its rights hereunder, without the consent of User.  This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns.

34. Governing Law:

This agreement shall be binding upon the heirs and assigees of the parties and shall be governed by and interpreted according to the laws of the State of Massachusetts.

35. Notices:

All notices or other documents under this agreement shall be in writing and delivered personally, email or fax received, or mailed by mail, postage prepaid, addressed to CNP and the Customer at their last known addresses.

36. Entire Agreement:

This Agreement, including documents incorporated herein by reference, supersedes all prior discussions, negotiations and agreements between the parties with respect to the subject matter hereof, and this Agreement constitutes the sole and entire agreement between the parties with respect to the matters covered hereby.  This Agreement may be modified from time to time by CNP in its sole discretion, which modifications will be effective upon posting to CNP's Web site.

37. Severability:

All rights and restrictions contained in this Agreement may be exercised and shall be applicable and binding only to the extent that they do not violate any applicable laws and are intended to be limited to the extent necessary so that they will not render this Agreement illegal, invalid or unenforceable.  If any provision or portion of any provision of this Agreement shall be held to be illegal, invalid or unenforceable by a court of competent jurisdiction, it is the intention of the parties that the remaining provisions or portions thereof shall constitute their agreement with respect to the subject matter hereof, and all such remaining provisions or portions thereof shall remain in full force and effect.

38. Force Majeure:

Neither party is liable for any default or delay in the performance of any of its obligations under this Agreement (other than failure to make payments when due) if such default or delay is caused, directly or indirectly, by forces beyond such party's reasonable control, including, without limitation, fire, flood, acts of God, labor disputes, accidents, acts of war or terrorism, interruptions of transportation or communications, supply shortages or the failure of any third party to perform any commitment relative to the production or delivery of any equipment or material required for such party to perform its obligations hereunder.

BY CLICKING ON THE ‘I AGREE’ BUTTON OR PROCESSING YOUR ORDER, YOU ARE AGREEING TO BE BOUND BY THE TERMS OF THIS AGREEMENT AND ALL TERMS AND CONDITIONS INCORPORATED BY REFERENCE IN THIS AGREEMENT, YOUR USE OF THE SERVICES ALSO CONSTITUTES ACCEPTANCE OF THIS AGREEMENT. IF YOU DO NOT AGREE TO THE TERMS, YOU MUST DISCONTINUE THE REGISTRATION PROCESS, OR DISCONTINUE YOUR USE OF THE SERVICES.

Bundled Services Agreement Part 1

Bundled Services Agreement Terms and Conditions

 

 

This Agreement for Bundled Services (the “Agreement”) is entered into between CNP located in 3 Locust Street, Assonet, MA 02702, and the party set forth in the related Registration Form ("User" or "You" and "Your") incorporated herein by reference (together with any subsequent Registration Forms or other online signup, acceptance or order form submitted by User, the "Registration Form"), and applies to the purchase of all services ordered by User on the Registration Form (collectively, the "Services").As used herein the term "User" and "You" shall also include any and all users, Customers, subscribers, affiliates (including without limitations Users or non-Users to whom CNP provides links or banners to promote the services or products of CNP or any third party the services or products of which are offered by or obtained through or in connection with CNP), resellers or others (i) who sign up for, use or obtain services or products from CNP or from any third party services or products of which are offered by or obtained through or in connection with CNP, or (ii) who visit the Web sites of CNP or of any such third party. This Agreement establishes the terms and conditions pursuant to which the Customer wishes to obtain, and CNP wishes to provide, technical support services.

 

RECITALS:

The bundled services agreement covers the delivery of designated services associated with predetermined software applications and integration solutions. This agreement is intended to define how and the terms that CNP abides by for the delivery our support, consulting and programming services in conjunction with implementing open source, third party, and prepackaged software solutions.

 

The Bundled services agreement subject to CNP’s terms of service agreement posted on our designated public portal, and it is expressly understood that unless specified, CNP is not selling software as per this agreement. In exchange for payment of Support Fees CNP agrees to provide certain technical support, and/or training and consulting services to the User in conjunction with use and configuration of all such authorized or licensed versions of open source or commercial software (the “Supported Software”) supported by CNP.

EFFECT: 

 

THIS AGREEMENT IS A BINDING, CONTRACTUAL AGREEMENT (THE “AGREEMENT”) BETWEEN “USERS, USER ASSOCIATES, AFFLIATES AND REPRESENTATIVES” AND CNP. THE SERVICES CONTAIN CERTAIN COMPUTER PROGRAMS, DOCUMENTATION, OR OTHER PROPRIETARY MATERIAL THAT BELONG TO CNP AND/OR ITS SUPPLIERS. USER’S USE OF THE SOFTWARE PRODUCT IS SUBJECT TO USER’S ACCEPTANCE OF THE TERMS AND CONDITIONS OF THIS AGREEMENT.

 

PLEASE READ THIS AGREEMENT CAREFULLY. BY CLICKING ON THE “ACCEPT” BUTTON OR OTHERWISE INSTALLING OR USING THE SOFTWARE PRODUCT, USER ACKNOWLEDGES THAT USER HAS READ THIS AGREEMENT, UNDERSTANDS IT, AND AGREES TO BE BOUND BY IT. IF USER DOES NOT AGREE TO ANY OF THE TERMS BELOW, USER SHOULD CLICK ON THE “CANCEL” BUTTON AND NOT INSTALL OR USE THE SOFTWARE PRODUCT. IF USER IS PROCURING THIS LICENSE ON BEHALF OF AN ENTITY OR ORGANIZATION, THE USER REPRESENTS AND WARRANTS THAT THE USER IS AUTHORIZED TO ENTER INTO THIS AGREEMENT ON BEHALF OF SUCH ENTITY OR ORGANIZATION.

 

SIGNING UP FOR THE SERVICES CREATES A CONTRACT BETWEEN USER AND CNP, CONSISTING OF THE REGISTRATION FORM, THE APPLICABLE SERVICE DESCRIPTION AND THIS SERVICE(S) AGREEMENT, THIS AGREEMENT PROCESS IN EFFECT CREATES THE STATEMENT OF WORK AS DEFINED IN THIS DOCUMENT.USER AGREES TO BE BOUND BY THE TERMS OF THIS AGREEMENT AND ALL TERMS AND CONDITIONS INCORPORATED BY REFERENCE IN THIS AGREEMENT, INCLUDING CNP'S TERMS OF SERVICE AGREEMENT.IN ADDITION, THE USE OF CNP’S SERVICE(S) BY A USER CONSTITUTES AN UNCONDITIONAL ACCEPTANCE OF AND AGREEMENT TO CNP’S TERMS OF SERVICE.CNP RESERVES THE RIGHT TO CHANGE OR MODIFY THE TERMS OF SERVICE AT ANY TIME WITHOUT NOTICE BY POSTING THE NEW AGREEMENT OR POLICIES.THESE MODIFICATIONS WILL BECOME EFFECTIVE IMMEDIATELY.USER’S CONTINUED USE OF THE SITE AND OR SERVICES INDICATES USER’S AGREEMENT WITH CNP'S TERMS; THEREFORE, IT IS USER’S RESPONSIBILITY TO REVIEW THE TERMS OF SERVICE REGULARLY.

 

1. Definitions: 

 

(a) “Company Content”

The content of User to be used online, as well as site design, proposed pages, navigation, articles, information, imagery, and any audio and video material, photographs, logos, trademarks, and other materials provided to CNP - Web Services by Company.CNP - Web Services shall have no rights in any User Content.All Customers are solely responsible for providing CNP - Web Services with the content, unless otherwise negotiated in the proposal process.

 

(b) “Customer(s)” means person(s) who register and purchase products/services through CNP.

 

(c) “Deliverable”

The version on the Web Site, Documentation, Work Product, Site Specifications, and/or any other items to be delivered by CNP.

 

(d) “Documentation”

All instructions that are necessary or useful in order to assist User in maintaining, modifying and improving the Web Site, including without limitation all written materials developed pursuant to the Work Scope, such as linkage reports, the style guide (if any), all templates, specifications, programmers' notes, technical documentation and a listing of any Utilities required to implement or modify any of the functions of the Web Site.

 

(e) “Effective Date" means the date this Agreement is accepted by Customer selecting the "I Accept" option presented on the screen after this Agreement is displayed.

 

(f) "Intellectual Property Rights" means unpatented inventions, patent applications, patents, design rights, copyrights, trademarks, service marks, trade names, domain name rights, mask work rights, know-how and other trade secret rights, and all other forms of intellectual property rights, any derivatives thereof, and all forms of protection of a similar nature anywhere in the world.

 

(g)“Site Specification”

The detailed written description of the Web Site's functional and aesthetic aspects including, without limitation, the Web Site design, functions, computer program operating features, interfaces and technical requirements of User.

 

(h) “Statement of Work” (“SOW”)

An electronic or written agreement between CNP and User that specifies the end result sought by both, along with a detailed description of the resources required and any applicable fees, to render and accomplish those services.

 

(i)“Source Code”

Computer programs in human-readable form, including programmers' comments, data files and structures, header and including files, macros, object libraries, technical specifications, and documentation reasonably required or necessary to enable an independent third party programmer with an appropriate level of programming skills to create, maintain, modify or enhance the Web Site.

 

(j) "User(s)" means You, Your employees, representatives, consultants, contractors, agents or affiliates who are authorized to use CNP’s servicesand have been supplied User identifications and passwords by Customer (or by CNP at Customer’s request).

 

(k)“Web site”

The so-called HTML/CSS/CMS driven "home page" on the World Wide Web for User, and other linked pages and all portions thereof, capable of running in a satisfactory manner on a computer system to be specified by User, including without limitation, all HTML or other formatted text files, all related graphics files, data files, modules, routines and objects, and the computer software and all other script or program files required to exploit such materials and that collectively control the display of and user interaction with the Web Site and have the features and capabilities described in the Site Specifications, together with all corrections and revisions thereof and all maintenance thereto.Without limitation of the foregoing, "Web Site" includes the complete Source Code for the Web Site and all portions thereof, all material created by CNP - Web Services or its permitted subcontractors hereunder and all related data or information required to enable User to support, maintain and modify the Web Site.

 

(l)“Work Product”

Any and all existing or to-be-developed parts, work-in-progress, components, elements, portions or aspects of the Web Site that are developed, created or contributed to by or on behalf of CNP - Web Services under the CNP proposal, terms and conditions, privacy policy, Web Hosting Services Agreement, and any and all other results or proceeds of the services of CNP - Web Services, and of all persons and entities rendering services, in connection with the Web Site from the inception of CNP - Web Services' and such persons' and entities' efforts with respect thereto, in each case including all physical embodiments thereof, whether or not incorporated in a Deliverable and including without limitation, object code, Source Code, the computer programming for the Web Site and Documentation, each Deliverable and each constituent portion and element of the foregoing.

 

2. Age Requirement:

 

Services and Software are available only to individuals who can form legally binding contracts under applicable law. Without limiting the foregoing, the Services and Software are not available to minors. User must be of adult age in User’s jurisdiction to agree to and enter into this Agreement on User’s own behalf and to register for use of the Service.If User is a minor, User must present this Agreement to User’s parent or legal guardian, and he/she must select an option to enter into this Agreement on User’s behalf.If you are a parent or guardian entering this Agreement for the benefit of your child, please be aware that you are fully responsible for his/her use of the Service, including all financial charges and legal liability that he/she may incur.If you do not qualify, please do not use the Services and Software. CNP may refuse the Services and Software to anyone at any time, at CNP’s sole discretion. If you do not agree to (or cannot comply with) any of these terms and conditions, do not attempt to access the Service.

 

3. Registration: 

 

User warrants that:

  • The personal information which User is required to provide when User registers is true, accurate, current and complete in all respects; failure to do so may result in suspension or cancellation of Services;
  • User is not impersonating any other person or entity; and
  • User will notify CNP immediately of any changes to the personal information by e-mailing or telephoning CNP's customer service representatives.

 

4. Term: 

 

The initial term of this Agreement shall be as set forth in the Registration Form (the "Initial Term").The Initial Term shall begin upon commencement of the Services to User.After the Initial Term, this Agreement shall automatically renew.ADDITIONALLY AFTER THE INITIAL TERM, USER ACKNOWLEDGES, AGREES AND AUTHORIZES CNP TO AUTOMATICALLY BILL AND/OR CHARGE ON USER’S CREDIT CARD FOR SUCCESSIVE TERMS OF EQUAL LENGTH AS THE INITIAL TERM, UNLESS TERMINATED OR CANCELLED BY EITHER PARTY AS PROVIDED IN THIS SECTION.The Initial Term and all successive renewal periods shall be referred to, collectively, as the "Term".

5. Termination and Suspension: 

 

a. This Agreement may be terminated or cancelled;

 

  1.  by either party by giving the other party thirty (30) days prior written notice provided that CNP may charge User a minimum $ 30.00 charge as an early cancellation fee,
  2.  by CNP in the event of non-payment by User,
  3.  by CNP, at any time, without notice, if, in CNP's sole and absolute discretion and/or judgment, User is in violation of any term or condition of this Agreement and related agreements, AUP, or User's use of the Services disrupts or, in CNP's sole and absolute discretion and/or judgment, could disrupt, CNP's business operations and/or
  4.  by CNP as provided herein.

 

b. If User cancels this Agreement, upon proper notice to CNP, prior to the end of the Initial Term or any Term thereafter,

 

  1.  User shall be obligated to pay all fees and charges accrued prior to the effectiveness of such cancellation;
  2.  CNP may (but is not obligated to) refund User all pre-paid fees for basic hosting services for the full months remaining after effectiveness of cancellation (i.e., no partial month fees shall be refunded), less any setup fees, cancellation fees, and any discount applied for prepayment, provided that, User is not in breach of any terms and conditions of this AUP, User Agreement, Anti-Spamming Policy or Domain Policy; and/or
  3.  CNP may charge User fifteen percent (15 %) of all charges for all Services for each month remaining in the Term (other than basic hosting fees as provided in (ii) above).
  4.  Any cancellation request shall be effective fourteen (14) days after receipt by CNP, unless a later date is specified in such request.

 

 

c. Termination or Suspension by CNP for Cause.

 

CNP may terminate this Agreement, without penalty, if:

  1.  the Services are prohibited by applicable law, or become impractical or unfeasible for any technical reasons, Terms of Service or regulatory reason, by giving User as much prior notice as reasonably practicable; or
  2.  immediately, if CNP determines that User's use of the Services, the Web site or the User Content violates any CNP term of service, including the AUP, User Agreement, Anti-Spam Policy, Privacy Policy or Domain Policy.If CNP cancels this Agreement prior to the end of the Term for Your breach of this Agreement and related agreements, including the AUP, User Agreement, Anti-Spam Policy, Privacy Policy or Domain Policy or User's use of the Services disrupts CNP's network, CNP shall not refund to You any fees paid in advance of such cancellation and You shall be obligated to pay all fees and charges accrued prior to the effectiveness of such cancellation; further, We may charge You 100.00% of all charges for all Services for each month remaining in the Term and CNP shall have the right to charge You an administrative fee of a $50.00 minimum.
  3.  Upon termination of this Agreement for any cause or reason whatsoever, neither party shall have any further rights or obligations under this Agreement, except as expressly set forth herein.The provisions of Sections 2(d), 3B, 4, and Sections 3, 4 and 5 of the General Clauses of this Agreement shall survive the expiration or termination of this Agreement for any cause or reason whatsoever, and, notwithstanding the expiration or termination of this Agreement, the parties shall each remain liable to the other for any indebtedness or other liability theretofore arising under this Agreement.Termination of this Agreement and retention of pre-paid fees and charges shall be in addition to, and not be in lieu of, any other Terms of Service or equitable rights or remedies to which CNP may be entitled.

 

 

Effect of Suspension or Termination:

 

Suspension:

Upon CNP’s suspension of User’s use of any Services, in whole or in part, for any reason, (i) fees will continue to accrue for any Services that may still be in use by User, notwithstanding the suspension; (ii) User remains liable for all fees, charges and any other obligations User has incurred through the date of suspension with respect to the Services; and (iii) all of User’s rights with respect to the applicable Services shall be withheld during the period of the suspension.

 

Termination:

Upon termination of this Agreement for any reason: (i) User remains liable for all fees, charges and any other obligations User has incurred through the date of termination with respect to the Services; (ii) all of User’s rights under this Agreement shall immediately terminate; and (iii) User shall immediately return, or if instructed by CNP, destroy all CNP property then in User’s possession.

Bundled Services Agreement Part 2

6. License Agreement:

In the event that source code; custom integrations, or proprietary configuration concepts or other intellectual property is used in the process of delivering the end solution to the user, CNP reserves the right for licensing of such property.In this Agreement "Licensor" shall mean Creative Networks Protocol, Inc. to the extent that is not already covered by open source or other commercial licenses by third parties; user is responsible for adhering to all GPL agreements, third party software vendor(s) and any other associated agreements and terms of service.CNP will provide to the best of their ability a list of all known vendors and license agreements required.However, it will be the user’s responsibility to understand the terms within that particular required license(s) and terms of service agreements.

7. Bundled Services:

 

With this agreement the user is purchasing a service to support particular software packages that may have varied associated licensing agreements.The end user is responsible for adhering to all other known or publically available licensing agreements for software packages or third party add-ons this would include some proprietary code integrations developed and provided by CNP Integrations (see appendices for additional information). The Software may include or be bundled with other software programs licensed under different terms and/or licensed by a vendor other than CNP. Use of any software programs accompanied by a separate license agreement is governed by that separate license agreement this includes but is not limited to any third party software that may be enabled on the user’s behalf by CNP or CNP’s affiliates. CNP is not responsible for any third party software and shall have no liability for User’s use of third party software.

8. License Grant:

 

When appropriate and not in conflict with other agreements, CNP or licensor grants a licensee a non-exclusive and non-transferable license to reproduce and use for personal or internal business purposes either the executable or the source code version of the software, unless excluded by a third party license agreement, provided any copy must contain all of the original proprietary notices. This License does not entitle Licensee to receive from CNP hard-copy documentation, technical support, telephone assistance, or enhancements or updates to the Product unless a specific Product has been purchased by the Licensee that clearly states otherwise. Licensor warrants that it has the right to grant the foregoing license free and clear of third party intellectual property claims.

9. Restrictions:

 

Except as otherwise expressly permitted in this Agreement, or in another Licensor agreement to which Licensee is a party such as a distribution agreement, Licensee may not: (i) decompile, disassemble, reverse engineer, or otherwise attempt to derive the source code for the Product (except to the extent applicable laws specifically prohibit such restriction); (ii) redistribute, encumber, sell, rent, lease, sublicense, or otherwise transfer rights to the Product; (iii) remove or alter any trademark, logo, copyright or other proprietary notices, legends, symbols or labels in the Product; or (iv) publish any results of benchmark tests run on the Product to a third party without Licensor's prior written consent.

10. Applicability of GNU General Public License: 

 

All “Supported Software” is governed by the terms of the GNU General Public License (GPL).Any software development that occurs as a consequence of custom programming work for a Customer and is incorporated with the “Supported Software” will also be made available as open source software under the terms of the GNU GPL.The terms and conditions of the GNU GPL apply to any copying, distribution, or modification activities that the Customer may wish to undertake independently.

11. Open Source Software:

 

Certain components of the software for CNP are subject to the GNU General Public License Version 3, or other so-called open source licenses ("Open Source Software"). Open Source Software is not subject to the restrictions of Section 16 ("Title to Software and Intellectual Property"), and is subject to the license terms under which CNP distributes such Open Source Software. CNP’s use, modification, and distribution of Open Source Software is in compliance with the terms of Open Source Software licenses like the GNU General Public License Version 3 ("GPLv3"), and/or GNU Lesser General Public License Version 3 ("LGPLv3"), and such modified/unmodified code is attached to the appendix This list containing additional sources of licenses is not inclusive.

12. Payments: 

 

All support fees are due in full in advance. Any and all payments for support made by User are non-refundable. There shall be no refunds or credits for unused services upon the termination of this Agreement for any reason or at any other time. In the event that User fails to make payments to CNP pursuant to this Agreement, CNP’s obligation to provide support shall be suspended until CNP receives full payment from the User for all fees, including the late fees and interest, due to CNP. CNP may levy a minimum $ 50.00 charge to reinstate accounts that have been suspended or terminated. Wire transfers will be assessed a minimum $ 30.00 charge.There may be a minimum $ 25.00 charge for all credit card chargebacks. If any check is returned for reason of insufficient funds, CNP may impose a minimum processing charge of $ 25.00. User acknowledges and agrees that CNP may pre-charge User's fees for the Services to the credit card supplied by User during registration for the Initial Term. USER ACKNOWLEDGES, AGREES AND AUTHORIZES CNP TO AUTOMATICALLY BILL AND/OR CHARGE ON USER’S CREDIT CARD FOR SUCCESSIVE TERMS OF EQUAL LENGTH AS THE INITIAL TERM, UNLESS TERMINATED OR CANCELLED BY EITHER PARTY AS PROVIDED IN SECTION 5a and 5b. Any losses or expenses incurred by the User, due to actions taken by CNP in response to User’s non-payment, are not the responsibility of CNP.

 

 

13. Additional Services:

 

User may occasionally require additional or amended service(s) outside of the terms of this Bundled Service Agreement (collectively, “Additional Services”).CNP will provide a detailed scope of work and/or labor quote for Additional Services required by User.User may be required to execute a change order for Additional Services before any work for such services is performed and understand that separate invoices will be generated for such work. Examples of Additional Services include:

 

  • Software development, programming, debugging, or customization except as expressly specified in this Service Agreement;
  • Cost to bring Customer’s environment up to minimum standards required by Seller;
  • Training and coaching;
  • Planning, project management, research, and advisory consulting services;
  • Reports other than those normally provided to Managed Services clients;
  • Restoration of operating systems, core applications or data files required after repair or replacement of any server hardware.

 

See also terms of service section 13 “Scope of Services

14. Third Party Hardware and Software: 

 

Customer has sole responsibility for purchasing, leasing, installing, integrating, operating and maintaining all computer hardware necessary to establish and operate the Customer's Services, and CNP will have no responsibility or liability in connection therewith.Customer has sole responsibility for licensing, installing, integrating, operating and maintaining all third party computer software necessary to establish and operate the Customer's Services and that CNP will have no responsibility or liability in connection therewith. From time to time, CNP may make certain open source software components or other data or materials available to customers. Notwithstanding anything in the Agreement, Customer acknowledges and agrees that THE OPEN SOURCE SOFTWARE COMPONENTS OR OTHER DATA OR MATERIALS ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

 

15. Third Party Products Not Covered: 

 

CNP's services do not include warranty or repair service or any other services for third party products. CNP may act as a facilitator between User and the other vendor to obtain whatever third party service or support User may be entitled to receive under User’s agreements with those other vendors. It is User’s responsibility to buy and pay for warranty or service contracts for those third party systems. CNP is not responsible for the performance of other vendors’ products and services. User hereby indemnifies and holds CNP harmless for any claims related to those third party products. Make sure consistent with CNP Terms

16. Excluded Third Party Costs:

 

User understands and agrees that no third party costs are covered by the fees set forth in this Service Agreement and shall be charged by Seller to User. These include but are not limited to:

 

  • Parts, hardware and software not covered by warranties;
  • Software licenses, subscription or upgrade fees;
  • Manufacturer or vendor support fees, whether by annual contract or per incident;
  • Consumable materials, such as printer cartridges and removable storage tapes/disks;
  • Shipping costs.

17. Ownership of Intellectual Property: 

 

All Site software, design, text, images, photographs, illustrations, audio and video material, artwork, graphic material, database, proprietary information and all copyrightable or otherwise legal proprietary elements of the Site, including, without limitation, the selection, sequence and 'look and feel' and arrangement of items, and all trademarks, service marks and trade names (individually and/or collectively, "Material"), are the property of CNP, its subsidiaries, affiliates, licensors, suppliers, operational service providers, advertisers, promotional partners or sponsors and are legally protected, without limitation, under U.S. Federal and State, as well as applicable foreign, laws, regulations and treaties. Unless the context clearly requires otherwise or CNP explicitly says so in writing, the term "Site" includes "Material" as well. The Site is to be used solely for User’s non-commercial, non-exclusive, non-transferable and limited personal use and for no other purposes. User must not alter, delete or conceal any copyright or other notices contained on the Site, including notices on any Material User downloads, transmits, prints or reproduces from the Site. User shall not, nor will User allow any third party (whether or not for User’s benefit) to reproduce, modify, create derivative works from, display, perform, publish, distribute, disseminate, broadcast or circulate to any third party (including, without limitation, on or via a third party web site), or otherwise use, any Material without the express prior written consent of CNP or its owner if CNP is not the owner. Any unauthorized or prohibited use of any Material, may subject User to civil liability or criminal prosecution, or both, under applicable federal and state laws. CNP requires users to respect its copyrights and other intellectual property rights. CNP likewise respects the intellectual property of others. On notice, CNP will act expeditiously to remove content on the Site that infringes the copyright rights of others and will disable the access to the Site and its services of anyone who uses them to repeatedly infringe the intellectual property rights of others. CNP takes protection of copyrights, both CNP’s and others, very seriously. CNP therefore employs multiple measures to prevent copyright infringement over this Site and to promptly end any infringement that might occur.

18. Ownership:

 

No title to or ownership in software code developed is transferred to User. All rights, title to and ownership interest in software code developed, including all intellectual property rights therein, shall remain with rightful owner of including but not limited to CNP and third party vendors. Licensee acknowledges such ownership and intellectual property rights and will not take any action that jeopardizes limits, undermines or interferes with in any manner CNP’s ownership and intellectual property rights with respect to developed software source code or associated documentation. CNP reserves all rights not expressly granted to Licensee in this Agreement.

Bundled Services Agreement Part 3

GENERAL CLAUSES: 

19. Independent Contractor: 

 

CNP and User are independent contractors and nothing contained in this Agreement places CNP and User in the relationship of principal and agent, master and servant, partners or parties to a joint venture. Neither party, expressly or by implication, may represent itself as having, any authority to make contracts or enter into any agreements in the name of the other party, or to obligate or bind the other party in any manner whatsoever.

 

20. Personal Information: 

 

Personal information includes any information provided to CNP during the Registration process. CNP will only use User’s Information in accordance with its Privacy Policy stated in the Terms of Service Agreement.

 

21. Exclusion of Warranties: 

 

BECAUSE THE SOFTWARE IS LICENSED FREE OF CHARGE, THERE IS NO WARRANTY FOR THE SOFTWARE, TO THE EXTENT PERMITTED BY APPLICABLE LAW. EXCEPT WHEN OTHERWISE STATED IN WRITING, THE SOFTWARE IS PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE SOFTWARE IS WITH CUSTOMER. SHOULD THE SOFTWARE PROVE DEFECTIVE, CUSTOMER ASSUMES THE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION. CNP DOES NOT WARRANT THAT USER’S USE OF THE SERVICES WILL BE UNINTERRUPTED, WHEN TIMELY, SECURE, OR ERROR FREE. FURTHER, CNP DOES NOT WARRANT THAT ANY DEFECTS IN THE OPERATION OR FUNCTIONING OF ANY SOFTWARE PROVIDED TO USER AS PART OF THE SERVICES WILL BE CORRECTED.

 

USER UNDERSTANDS AND AGREES THAT THE CNP SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. CNP MAKES NO WARRANTY THAT THE CNP SERVICE WILL MEET USER’S REQUIREMENTS, ALLOW USER TO RECORD, VIEW OR TRANSFER ANY PARTICULAR PROGRAMMING, OR THAT USE OF THE CNP SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; NOR DOES CNP MAKE ANY WARRANTY AS TO THE ACCURACY OR RELIABILITY OF ANY INFORMATION OBTAINED THROUGH THE CNP SERVICE (INCLUDING THIRD PARTY CONTENT), THAT ANY DEFECTS IN THE CNP SERVICE WILL BE CORRECTED OR THAT THE CNP SERVICE WILL BE COMPATIBLE WITH ANY OTHER SPECIFIC HARDWARE OR SERVICE. FURTHER, CNP DOES NOT WARRANT THAT THE CNP SERVICE OR THE CNP SERVERS THAT PROVIDES USER WITH DATA AND CONTENT IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. USER (AND NOT CNP) ASSUMES THE ENTIRE COST OF ALL NECESSARY MAINTENANCE, REPAIR OR CORRECTION. CNP AND ITS SUPPLIERS DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, REGARDING THE CNP SERVICE OR CNP SOFTWARE, INCLUDING ANY IMPLIED WARRANTY OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON- INFRINGEMENT OF THIRD PARTY RIGHTS.

22. Limitations of Liability: 

 

  1. a.IN NO EVENT WILL CNP's LIABILITY IN CONNECTION WITH THE SERVICES, ANY SOFTWARE PROVIDED HEREUNDER OR ANY ORDER, WHETHER CAUSED BY FAILURE TO DELIVER, NON-PERFORMANCE, DEFECTS, BREACH OF WARRANTY OR OTHERWISE, EXCEED THE AGGREGATE SERVICE FEES PAID TO CNP BY THE CUSTOMER DURING THE 3-MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH LIABILITY.

 

  1. b.CNP CANNOT GUARANTEE CONTINUOUS SERVICE, SERVICE AT ANY PARTICULAR TIME, INTEGRITY OF DATA, INFORMATION OR CONTENT STORED OR TRANSMITTED VIA THE INTERNET. CNP WILL NOT BE LIABLE FOR ANY UNAUTHORIZED ACCESS TO, OR ANY CORRUPTION, ERASURE, THEFT, DESTRUCTION, ALTERATION OR INADVERTENT DISCLOSURE OF, DATA, INFORMATION OR CONTENT TRANSMITTED, RECEIVED OR STORED ON ITS SYSTEM. CNP SHALL NOT BE LIABLE IN SITUATIONS WHERE THE SERVICES ARE ACCESSED BY THIRD PARTIES THROUGH ILLEGAL OR OTHERWISE UNAUTHORIZED MEANS, INCLUDING SITUATIONS WHERE SUCH DATA IS ACCESSED THROUGH THE EXPLOITATION OF SECURITY GAPS, WEAKNESSES OR FLAWS (WHETHER KNOWN OR UNKNOWN TO CNP AT THE TIME) WHICH MAY EXIST IN THE SERVICES OR CNP'S EQUIPMENT USED TO PROVIDE THE SERVICES.

 

  1. c.EXCEPT AS EXPRESSLY PROVIDED BELOW, NEITHER PARTY SHALL BE LIABLE IN ANY WAY TO THE OTHER PARTY OR ANY OTHER PERSON FOR ANY LOST PROFITS OR REVENUES, LOSS OF USE, LOSS OF DATA OR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS, LICENSES OR SERVICES OR SIMILAR ECONOMIC LOSS, OR FOR ANY PUNITIVE, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR SIMILAR DAMAGES OF ANY NATURE, WHETHER FORESEEABLE OR NOT, UNDER ANY WARRANTY OR OTHER RIGHT HEREUNDER, ARISING OUT OF OR IN CONNECTION WITH THE PERFORMANCE OR NON-PERFORMANCE OF ANY ORDER, OR FOR ANY CLAIM AGAINST THE OTHER PARTY BY A THIRD PARTY, REGARDLESS OF WHETHER IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH CLAIM OR DAMAGES.

 

  1. d.The limitations contained in this Section apply to all causes of action in the aggregate, whether based in contract, tort or any other Terms of Service theory (including strict liability), other than claims based on fraud or wilful misconduct.

 

  1. e.Notwithstanding anything to the contrary in this Agreement, CNP's maximum liability under this Agreement for all damages, losses, costs and causes of actions from any and all claims (whether in contract, tort, including negligence, quasi-contract, statutory or otherwise) shall not exceed the actual dollar amount paid by User for the Services which gave rise to such damages, losses and causes of actions during the 3-month period prior to the date the damage or loss occurred or the cause of action arose.

 

  1. f.User understands, acknowledges and agrees that if CNP takes any corrective action under this Agreement because of an action of User or one if its Users or a reseller, that corrective action may adversely affect other Users of User or other reseller Users, and User agrees that CNP shall have no liability to User, any of its Users or any Reseller User due to such corrective action by CNP.

 

  1. g.This limitation of liability reflects an informed, voluntary allocation between the parties of the risks (known and unknown) that may exist in connection with this Agreement.The terms of this section shall survive any termination of this Agreement.

23. Disclaimers: 

 

  1. a. User agrees to use all Services and any information obtained through or from CNP, at User's own risk.User acknowledges and agrees that CNP exercises no control over, and accepts no responsibility for, the content of the information passing through CNP's host computers, network hubs and points of presence or the Internet.CNP PROPERTIES, THE MARKS, THE SERVICES AND ALL TECHNOLOGY, SOFTWARE, FUNCTIONS, CONTENT, IMAGES, MATERIALS AND OTHER DATA OR INFORMATION PROVIDED BY CNP OR ITS LICENSORS IN CONNECTION THEREWITH (COLLECTIVELY THE “SERVICE OFFERINGS”) ARE PROVIDED “AS IS”, ON AN AS AVAILABLE BASIS. NEITHER WE NOR ANY OF CNP's PARENT, SUBSIDIARY OR AFFILIATED CORPORATIONS, OR ANY OF THEIR RESPECTIVE EMPLOYEES, OFFICERS, DIRECTORS, SHAREHOLDERS, AFFILIATES, AGENTS, ATTORNEYS, SUPPLIERS, THIRD-PARTY INFORMATION PROVIDERS, MERCHANTS, LICENSORS OR THE LIKE (EACH, A "RELATED PERSON") MAKE ANY WARRANTIES OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT, FOR THE SERVICES OR ANY EQUIPMENT WE PROVIDE. NO RELATED PERSON MAKES ANY WARRANTIES THAT THE SERVICES WILL NOT BE INTERRUPTED OR ERROR FREE; NOR DO ANY OF THEM MAKE ANY WARRANTIES AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES OR AS TO THE ACCURACY, RELIABILITY OR CONTENT OF ANY INFORMATION, SERVICES OR MERCHANDISE CONTAINED IN OR PROVIDED THROUGH THE SERVICES. WE ARE NOT LIABLE, AND EXPRESSLY DISCLAIM ANY LIABILITY, FOR THE CONTENT OF ANY DATA TRANSFERRED EITHER TO OR FROM USER OR STORED BY USER OR ANY OF USER'S CUSTOMERS VIA THE SERVICES PROVIDED BY US.NO ORAL ADVICE OR WRITTEN INFORMATION GIVEN BY ANY RELATED PERSON, WILL CREATE A WARRANTY; NOR MAY YOU RELY ON ANY SUCH INFORMATION OR ADVICE.FINALLY, CNP WISHES TO EMPHASIZE THAT IN ACCEPTING SERVICES, CUSTOMERS INDEMNIFY CNP FOR THE VIOLATION OF ANY LAW OR CNP POLICY THAT RESULTS IN LOSS TO CNP OR THE BRINGING OF ANY CLAIM AGAINST CNP.THIS MEANS THAT IF CNP IS SUED BECAUSE OF ACTIVITIES OF THE CUSTOMER THAT VIOLATE ANY LAW, OR THIS POLICY, THE CUSTOMER WILL PAY ANY DAMAGES AWARDED AGAINST CNP, PLUS COSTS AND ATTORNEYS' FEES.The terms of this section shall survive any termination of this Agreement.

 

  1. b.CNP warrants that: (i) it has the authority and the right to enter into this Agreement, to perform and provide SERVICE OFFERINGS to User, and that its obligations hereunder are not in conflict with any other CNP obligations; (ii) all SERVICE OFFERINGS will be performed in a competent and professional manner, and will substantially conform, in all material respects, to User's requirements expressly set forth in Statement of Work; (iii) to its knowledge, neither the User, nor the performance of any services by CNP infringe upon or violate the rights of any third party and to its knowledge, User shall receive free and clear title to all Deliverables assigned to it; and (iv) at the time of acceptance, the Deliverables will substantially conform to the specifications and as User's sole and exclusive remedy for a breach of the foregoing, CNP shall use all commercially reasonable efforts to correct and repair, at no cost to User, any defect, malfunction or non-conformity that prevents the Deliverables from conforming to the Specifications.
  2. c.Furthermore, CNP warrants and represents that it shall not use the User materials which it develops for User hereunder in the use and development of any software and software code for any other manufacturer or distributor of automobiles, motorcycles or recreational vehicles.
  3. d.Any warranty in this agreement shall not apply to: (i) altered or damaged or any portion of the Deliverables incorporated with or into other software; (ii) any part of the Deliverables if it was subjected to negligence, abuse or misapplication by User.
  4. e.Except as expressly provided herein, CNP makes no warranties to any person or entity with respect to the Deliverables, CNP materials or any services or licenses and disclaims all implied warranties, including without limitation warranties of merchantability, fitness for a particular purpose and non-infringement.CNP PROPERTIES, THE MARKS, THE SERVICES AND ALL TECHNOLOGY, SOFTWARE, FUNCTIONS, CONTENT, IMAGES, MATERIALS AND OTHER DATA OR INFORMATION PROVIDED BY CNP OR ITS LICENSORS IN CONNECTION THEREWITH (COLLECTIVELY THE “SERVICE OFFERINGS”) ARE PROVIDED “AS IS”. CNP AND ITS LICENSORS MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE WITH RESPECT TO THE SERVICE OFFERINGS. EXCEPT TO THE EXTENT PROHIBITED BY APPLICABLE LAW, CNP AND ITS LICENSORS DISCLAIM ALL WARRANTIES, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, QUIET ENJOYMENT, AND ANY WARRANTIES ARISING OUT OF ANY COURSE OF DEALING OR USAGE OF TRADE. CNP AND ITS LICENSORS DO NOT WARRANT THAT THE SERVICE OFFERINGS WILL FUNCTION AS DESCRIBED, WILL BE UNINTERRUPTED OR ERROR FREE, OR FREE OF HARMFUL COMPONENTS, OR THAT THE DATA USER STORES WITHIN THE SERVICE OFFERINGS WILL BE SECURE OR NOT OTHERWISE LOST OR DAMAGED. CNP AND ITS LICENSORS SHALL NOT BE RESPONSIBLE FOR ANY SERVICE INTERRUPTIONS, INCLUDING, WITHOUT LIMITATION, POWER OUTAGES, SYSTEM FAILURES OR OTHER INTERRUPTIONS, INCLUDING THOSE THAT AFFECT THE RECEIPT, PROCESSING, ACCEPTANCE, COMPLETION OR SETTLEMENT OF ANY PAYMENT SERVICES. NO ADVICE OR INFORMATION OBTAINED BY USER FROM CNP OR FROM ANY THIRD PARTY OR THROUGH THE SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT.

24. Indemnification: 

 

User agrees to indemnify, defend and hold harmless CNP and its parent, subsidiary and affiliated companies, and each of their respective officers, directors, employees, shareholders, attorneys and agents (each an "indemnified party" and, collectively, "indemnified parties") from and against any and all claims, damages, losses, liabilities, suits, actions, demands, proceedings (whether legal or administrative), and expenses (including, but not limited to attorney's fees) threatened, asserted, or filed by a third party against any of the indemnified parties arising out of or relating to User's use of the Services, (ii) any violation by User of the AUP, (iii) any breach of any representation, warranty or covenant of User contained in this Agreement or (iv) any acts or omissions of User. The terms of this section shall survive any termination of this Agreement.

 

25. Notification: 

 

CNP agrees to promptly notify User of any claim subject to indemnification; provided that CNP’s failure to promptly notify User shall not affect User’s obligations hereunder except to the extent that CNP’s failure to promptly notify User delays or prejudices User’s ability to defend the claim. At CNP’s option, User will have the right to defend against any such claim with counsel of User’s own choosing (subject to CNP’s written consent) and to settle such claim as User deems appropriate, provided that User shall not enter into any settlement without CNP’s prior written consent and provided that CNP may, at any time, elect to take over control of the defense and settlement of the claim.

26. Assignment: 

 

User may not assign or transfer this Agreement or any of its rights or obligations hereunder, without the prior written consent of CNP. Any attempted assignment in violation of the foregoing provision shall be null and void and of no force or effect whatsoever. CNP may assign its rights and obligations under this Agreement, and may engage subcontractors or agents in performing its duties and exercising its rights hereunder, without the consent of User. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns.

27. Governing Law: 

 

This agreement shall be binding upon the heirs and assignees of the parties and shall be governed by and interpreted according to the laws of the State of Massachusetts.

28. Arbitration: 

 

ANY CLAIM, DISPUTE, OR CONTROVERSY (WHETHER IN CONTRACT, TORT, OR OTHERWISE, WHETHER PREEXISTING, PRESENT OR FUTURE, AND INCLUDING STATUTORY, COMMON LAW, INTENTIONAL TORT AND EQUITABLE CLAIMS CAPABLE IN LAW OF BEING SUBMITTED TO BINDING ARBITRATION) AGAINST CNP, its agents, employees, officers, directors, successors, assigns or affiliates (collectively for purposes of this paragraph, "CNP") arising from or relating to this Agreement, its interpretation, or the breach, termination or validity thereof, the relationships between the parties, whether pre-existing, present or future, (including, to the full extent permitted by applicable law, relationships with third parties who are not signatories to this Agreement), CNP's advertising, or any related purchase SHALL BE RESOLVED EXCLUSIVELY AND FINALLY BY BINDING ARBITRATION ADMINISTERED BY THE NATIONAL ARBITRATION FORUM ("NAF") under its Code of Procedure and any specific procedures for the resolution of small claims and/or consumer disputes then in effect (available via the Internet at http://www.adrforum.com, or via telephone at 952-516-6400, or toll-free 800-474-2371). The arbitration will be limited solely to the dispute or controversy between User and CNP. Any award of the arbitrator(s) shall be final and binding on each of the parties, and may be entered as a judgment in any court of competent jurisdiction. Information may be obtained and claims may be filed with the NAF at National Arbitration Forum P.O. Box 50191 Minneapolis, MN 55405-0191 USA, or by online filing at http://www.adrforum.com.

29. Injunctive Relief and Provisional Relief in Aid of Arbitration: 

 

Notwithstanding the above mentioned provisions or anywhere else in this Agreement, CNP shall have the right to seek and obtain any provisional or interim relief from any court of competent jurisdiction to protect its trade-mark or property rights or to preserve the status quo pending good faith negotiation and/or arbitration.

30. Notices: 

 

All notices or other documents under this agreement shall be in writing and delivered personally, email or fax received, or mailed by mail, postage prepaid, addressed to CNP and the User at their last known addresses.

31. Entire Agreement: 

 

This Agreement, including all Schedules incorporated herein by reference, supersedes all prior discussions, negotiations and agreements between the parties with respect to the subject matter hereof, and this Agreement constitutes the sole and entire agreement between the parties with respect to the matters covered hereby. This Agreement may be modified from time to time by CNP in its sole discretion, which modifications will be effective upon posting to CNP's Web site.

32. Modifications: 

 

No amendment or change to the Agreement or any waiver or discharge or any rights or obligations under the Agreement shall be valid unless in writing and signed by an authorized representative of the Party against which such amendment, change, waiver or discharge is sought to be enforced.

 

User agrees that CNP may modify this Agreement or any policy or other terms referenced in this Agreement at any time by posting a revised version of the Agreement on the CNP Website. The revised terms shall be effective as follows:

 

  1. If the revised terms are (a) for any Paid Services which CNP is adding at the time of the revision, (b) for the Privacy Notice, (c) for the Conditions of Use, (d) for any AUP, (f) for any other general terms and conditions applicable to CNP’s services, web sites or other properties, or (g) for any Free Service, then the revised terms shall be effective upon posting (unless CNP expressly states otherwise at the time of posting); and

 

  1. If the terms are revised otherwise for any then-existing Paid Services, then the revised terms shall be effective upon the earlier to occur. A notice may be posted with amendments at one of CNP’s public portals for user review and the duration of the notices availability and posting processes may be subject to change based upon publically posted policies and (b) if CNP provides a mechanism for User’s immediate acceptance of the revised terms, such as a click-through confirmation or acceptance button, User’s acceptance.

 

By continuing to use or receive the Services after the effective date of any revisions to this Agreement, User agrees to be bound by the revised Agreement. It is User’s responsibility to check the CNP Website regularly for changes to the Agreement, as applicable.

33. Force Majeure: 

 

Neither party hereto shall be deemed in default of any Service Agreement or the Terms and Conditions to the extent that performance of its obligations (other than an obligation of payment) or attempts to cure any breach are delayed or prevented by reason of any act of God, fire, natural disaster, accident, civil disturbance, terrorism, acts or omissions of suppliers and other third parties, act of government, strikes, unavailability of material, facilities, telecommunications services or supplies or any other cause beyond the reasonable control of such party (each, a “Force Majeure” Event).

34. Survival: 

In the event this Agreement is terminated for any reason, Sections 5, (with respect to payments that are accrued but unpaid at the time of termination), will survive any such termination.

Bundled Services Agreement Schedule A

GNU General Public License version 3 (GPLv3)

Tue, 2007-10-23 03:13 — nelson

GNU GENERAL PUBLIC LICENSE

Version 3, 29 June 2007

Copyright (C) 2007 Free Software Foundation, Inc.

Everyone is permitted to copy and distribute verbatim copies of this license document, but changing it is not allowed.

Preamble

The GNU General Public License is a free, copyleft license for software and other kinds of works.

The licenses for most software and other practical works are designed to take away your freedom to share and change the works. By contrast, the GNU General Public License is intended to guarantee your freedom to share and change all versions of a program--to make sure it remains free software for all its users. We, the Free Software Foundation, use the GNU General Public License for most of our software; it applies also to any other work released this way by its authors. You can apply it to your programs, too.

When we speak of free software, we are referring to freedom, not price. Our General Public Licenses are designed to make sure that you have the freedom to distribute copies of free software (and charge for them if you wish), that you receive source code or can get it if you want it, that you can change the software or use pieces of it in new free programs, and that you know you can do these things.

To protect your rights, we need to prevent others from denying you these rights or asking you to surrender the rights. Therefore, you have certain responsibilities if you distribute copies of the software, or if you modify it: responsibilities to respect the freedom of others.

For example, if you distribute copies of such a program, whether gratis or for a fee, you must pass on to the recipients the same freedoms that you received. You must make sure that they, too, receive or can get the source code. And you must show them these terms so they know their rights.

Developers that use the GNU GPL protect your rights with two steps: (1) assert copyright on the software, and (2) offer you this License giving you legal permission to copy, distribute and/or modify it.

For the developers' and authors' protection, the GPL clearly explains that there is no warranty for this free software. For both users' and authors' sake, the GPL requires that modified versions be marked as changed, so that their problems will not be attributed erroneously to authors of previous versions.

Some devices are designed to deny users access to install or run modified versions of the software inside them, although the manufacturer can do so. This is fundamentally incompatible with the aim of protecting users' freedom to change the software. The systematic pattern of such abuse occurs in the area of products for individuals to use, which is precisely where it is most unacceptable. Therefore, we have designed this version of the GPL to prohibit the practice for those products. If such problems arise substantially in other domains, we stand ready to extend this provision to those domains in future versions of the GPL, as needed to protect the freedom of users.

Finally, every program is threatened constantly by software patents. States should not allow patents to restrict development and use of software on general-purpose computers, but in those that do; we wish to avoid the special danger that patents applied to a free program could make it effectively proprietary. To prevent this, the GPL assures that patents cannot be used to render the program non-free.

The precise terms and conditions for copying, distribution and modification follow.

How to Apply These Terms to Your New Programs

If you develop a new program, and you want it to be of the greatest possible use to the public, the best way to achieve this is to make it free software which everyone can redistribute and change under these terms.

To do so, attach the following notices to the program. It is safest to attach them to the start of each source file to most effectively state the exclusion of warranty; and each file should have at least the “copyright” line and a pointer to where the full notice is found.

Copyright (C)

This program is free software: you can redistribute it and/or modify

it under the terms of the GNU General Public License as published by

the Free Software Foundation, either version 3 of the License, or

(at your option) any later version.

This program is distributed in the hope that it will be useful,

but WITHOUT ANY WARRANTY; without even the implied warranty of

MERCHANTABILITY or FITNESS FOR A PARTICULAR PURPOSE. See the

GNU General Public License for more details.

You should have received a copy of the GNU General Public License

along with this program. If not, see .

Also add information on how to contact you by electronic and paper mail.

If the program does terminal interaction, make it output a short notice like this when it starts in an interactive mode:

Copyright (C)

This program comes with ABSOLUTELY NO WARRANTY; for details type `show w'.

This is free software, and you are welcome to redistribute it

under certain conditions; type `show c' for details.

The hypothetical commands `show w' and `show c' should show the appropriate parts of the General Public License. Of course, your program's commands might be different; for a GUI interface, you would use an “about box”.

You should also get your employer (if you work as a programmer) or school, if any, to sign a “copyright disclaimer” for the program, if necessary. For more information on this, and how to apply and follow the GNU GPL, see .

The GNU General Public License does not permit incorporating your program into proprietary programs. If your program is a subroutine library, you may consider it more useful to permit linking proprietary applications with the library. If this is what you want to do, use the GNU Lesser General Public License instead of this License. But first, please read .

For full terms and conditions please review the bundled services agreement document in our document depository:

Bundled Services Agreement Schedule A -TOS

Terms of Service Appendix A

1. Source Code.

The “source code” for a work means the preferred form of the work for making modifications to it. “Object code” means any non-source form of a work.

A “Standard Interface” means an interface that either is an official standard defined by a recognized standards body, or, in the case of interfaces specified for a particular programming language, one that is widely used among developers working in that language.

The “System Libraries” of an executable work include anything, other than the work as a whole, that (a) is included in the normal form of packaging a Major Component, but which is not part of that Major Component, and (b) serves only to enable use of the work with that Major Component, or to implement a Standard Interface for which an implementation is available to the public in source code form. A “Major Component”, in this context, means a major essential component (kernel, window system, and so on) of the specific operating system (if any) on which the executable work runs, or a compiler used to produce the work, or an object code interpreter used to run it.

The “Corresponding Source” for a work in object code form means all the source code needed to generate, install, and (for an executable work) run the object code and to modify the work, including scripts to control those activities. However, it does not include the work's System Libraries or general-purpose tools or generally available free programs which are used unmodified in performing those activities but which are not part of the work. For example, Corresponding Source includes interface definition files associated with source files for the work, and the source code for shared libraries and dynamically linked subprograms that the work is specifically designed to require, such as by intimate data communication or control flow between those subprograms and other parts of the work.

The Corresponding Source need not include anything that users can regenerate automatically from other parts of the Corresponding Source.

The Corresponding Source for a work in source code form is that same work.

2. Basic Permissions.

All rights granted under this License are granted for the term of copyright on the Program, and are irrevocable provided the stated conditions are met. This License explicitly affirms your unlimited permission to run the unmodified Program. The output from running a covered work is covered by this License only if the output, given its content, constitutes a covered work. This License acknowledges your rights of fair use or other equivalent, as provided by copyright law.

You may make, run and propagate covered works that you do not convey, without conditions so long as your license otherwise remains in force. You may convey covered works to others for the sole purpose of having them make modifications exclusively for you, or provide you with facilities for running those works, provided that you comply with the terms of this License in conveying all material for which you do not control copyright. Those thus making or running the covered works for you must do so exclusively on your behalf, under your direction and control, on terms that prohibit them from making any copies of your copyrighted material outside their relationship with you.

Conveying under any other circumstances is permitted solely under the conditions stated below. Sublicensing is not allowed; section 10 makes it unnecessary.

3. Protecting Users' Legal Rights From Anti-Circumvention Law.

No covered work shall be deemed part of an effective technological measure under any applicable law fulfilling obligations under article 11 of the WIPO copyright treaty adopted on 20 December 1996, or similar laws prohibiting or restricting circumvention of such measures.

When you convey a covered work, you waive any legal power to forbid circumvention of technological measures to the extent such circumvention is effected by exercising rights under this License with respect to the covered work, and you disclaim any intention to limit operation or modification of the work as a means of enforcing, against the work's users, your or third parties' legal rights to forbid circumvention of technological measures.

4. Conveying Verbatim Copies.

You may convey verbatim copies of the Program's source code as you receive it, in any medium, provided that you conspicuously and appropriately publish on each copy an appropriate copyright notice; keep intact all notices stating that this License and any non-permissive terms added in accord with section 7 apply to the code; keep intact all notices of the absence of any warranty; and give all recipients a copy of this License along with the Program.

You may charge any price or no price for each copy that you convey, and you may offer support or warranty protection for a fee.

5. Conveying Modified Source Versions.

You may convey a work based on the Program, or the modifications to produce it from the Program, in the form of source code under the terms of section 4, provided that you also meet all of these conditions:

  • a) The work must carry prominent notices stating that you modified it, and giving a relevant date.
  • b) The work must carry prominent notices stating that it is released under this License and any conditions added under section 7. This requirement modifies the requirement in section 4 to “keep intact all notices”.
  • c) You must license the entire work, as a whole, under this License to anyone who comes into possession of a copy. This License will therefore apply, along with any applicable section 7 additional terms, to the whole of the work, and all its parts, regardless of how they are packaged. This License gives no permission to license the work in any other way, but it does not invalidate such permission if you have separately received it.
  • d) If the work has interactive user interfaces, each must display Appropriate Legal Notices; however, if the Program has interactive interfaces that do not display Appropriate Legal Notices, your work need not make them do so.

A compilation of a covered work with other separate and independent works, which are not by their nature extensions of the covered work, and which are not combined with it such as to form a larger program, in or on a volume of a storage or distribution medium, is called an “aggregate” if the compilation and its resulting copyright are not used to limit the access or legal rights of the compilation's users beyond what the individual works permit. Inclusion of a covered work in an aggregate does not cause this License to apply to the other parts of the aggregate.

6. Conveying Non-Source Forms.

You may convey a covered work in object code form under the terms of sections 4 and 5, provided that you also convey the machine-readable Corresponding Source under the terms of this License, in one of these ways:

  • a) Convey the object code in, or embodied in, a physical product (including a physical distribution medium), accompanied by the Corresponding Source fixed on a durable physical medium customarily used for software interchange.
  • b) Convey the object code in, or embodied in, a physical product (including a physical distribution medium), accompanied by a written offer, valid for at least three years and valid for as long as you offer spare parts or customer support for that product model, to give anyone who possesses the object code either (1) a copy of the Corresponding Source for all the software in the product that is covered by this License, on a durable physical medium customarily used for software interchange, for a price no more than your reasonable cost of physically performing this conveying of source, or (2) access to copy the Corresponding Source from a network server at no charge.
  • c) Convey individual copies of the object code with a copy of the written offer to provide the Corresponding Source. This alternative is allowed only occasionally and noncommercially, and only if you received the object code with such an offer, in accord with subsection 6b.
  • d) Convey the object code by offering access from a designated place (gratis or for a charge), and offer equivalent access to the Corresponding Source in the same way through the same place at no further charge. You need not require recipients to copy the Corresponding Source along with the object code. If the place to copy the object code is a network server, the Corresponding Source may be on a different server (operated by you or a third party) that supports equivalent copying facilities, provided you maintain clear directions next to the object code saying where to find the Corresponding Source. Regardless of what server hosts the Corresponding Source, you remain obligated to ensure that it is available for as long as needed to satisfy these requirements.
  • e) Convey the object code using peer-to-peer transmission, provided you inform other peers where the object code and Corresponding Source of the work are being offered to the general public at no charge under subsection 6d.

A separable portion of the object code, whose source code is excluded from the Corresponding Source as a System Library, need not be included in conveying the object code work.

A “User Product” is either (1) a “consumer product”, which means any tangible personal property which is normally used for personal, family, or household purposes, or (2) anything designed or sold for incorporation into a dwelling. In determining whether a product is a consumer product, doubtful cases shall be resolved in favor of coverage. For a particular product received by a particular user, “normally used” refers to a typical or common use of that class of product, regardless of the status of the particular user or of the way in which the particular user actually uses, or expects or is expected to use, the product. A product is a consumer product regardless of whether the product has substantial commercial, industrial or non-consumer uses, unless such uses represent the only significant mode of use of the product.

“Installation Information” for a User Product means any methods, procedures, authorization keys, or other information required to install and execute modified versions of a covered work in that User Product from a modified version of its Corresponding Source. The information must suffice to ensure that the continued functioning of the modified object code is in no case prevented or interfered with solely because modification has been made.

If you convey an object code work under this section in, or with, or specifically for use in, a User Product, and the conveying occurs as part of a transaction in which the right of possession and use of the User Product is transferred to the recipient in perpetuity or for a fixed term (regardless of how the transaction is characterized), the Corresponding Source conveyed under this section must be accompanied by the Installation Information. But this requirement does not apply if neither you nor any third party retains the ability to install modified object code on the User Product (for example, the work has been installed in ROM).

The requirement to provide Installation Information does not include a requirement to continue to provide support service, warranty, or updates for a work that has been modified or installed by the recipient, or for the User Product in which it has been modified or installed. Access to a network may be denied when the modification itself materially and adversely affects the operation of the network or violates the rules and protocols for communication across the network.

Corresponding Source conveyed, and Installation Information provided, in accord with this section must be in a format that is publicly documented (and with an implementation available to the public in source code form), and must require no special password or key for unpacking, reading or copying.

7. Additional Terms.

“Additional permissions” are terms that supplement the terms of this License by making exceptions from one or more of its conditions. Additional permissions that are applicable to the entire Program shall be treated as though they were included in this License, to the extent that they are valid under applicable law. If additional permissions apply only to part of the Program, that part may be used separately under those permissions, but the entire Program remains governed by this License without regard to the additional permissions.

When you convey a copy of a covered work, you may at your option remove any additional permissions from that copy, or from any part of it. (Additional permissions may be written to require their own removal in certain cases when you modify the work.) You may place additional permissions on material, added by you to a covered work, for which you have or can give appropriate copyright permission.

Notwithstanding any other provision of this License, for material you add to a covered work, you may (if authorized by the copyright holders of that material) supplement the terms of this License with terms:

  • a) Disclaiming warranty or limiting liability differently from the terms of sections 15 and 16 of this License; or
  • b) Requiring preservation of specified reasonable legal notices or author attributions in that material or in the Appropriate Legal Notices displayed by works containing it; or
  • c) Prohibiting misrepresentation of the origin of that material, or requiring that modified versions of such material be marked in reasonable ways as different from the original version; or
  • d) Limiting the use for publicity purposes of names of licensors or authors of the material; or
  • e) Declining to grant rights under trademark law for use of some trade names, trademarks, or service marks; or
  • f) Requiring indemnification of licensors and authors of that material by anyone who conveys the material (or modified versions of it) with contractual assumptions of liability to the recipient, for any liability that these contractual assumptions directly impose on those licensors and authors.

All other non-permissive additional terms are considered “further restrictions” within the meaning of section 10. If the Program as you received it, or any part of it, contains a notice stating that it is governed by this License along with a term that is a further restriction, you may remove that term. If a license document contains a further restriction but permits relicensing or conveying under this License, you may add to a covered work material governed by the terms of that license document, provided that the further restriction does not survive such relicensing or conveying.

If you add terms to a covered work in accord with this section, you must place, in the relevant source files, a statement of the additional terms that apply to those files, or a notice indicating where to find the applicable terms.

Additional terms, permissive or non-permissive, may be stated in the form of a separately written license, or stated as exceptions; the above requirements apply either way.

8. Termination.

You may not propagate or modify a covered work except as expressly provided under this License. Any attempt otherwise to propagate or modify it is void, and will automatically terminate your rights under this License (including any patent licenses granted under the third paragraph of section 11).

However, if you cease all violation of this License, then your license from a particular copyright holder is reinstated (a) provisionally, unless and until the copyright holder explicitly and finally terminates your license, and (b) permanently, if the copyright holder fails to notify you of the violation by some reasonable means prior to 60 days after the cessation.

Moreover, your license from a particular copyright holder is reinstated permanently if the copyright holder notifies you of the violation by some reasonable means, this is the first time you have received notice of violation of this License (for any work) from that copyright holder, and you cure the violation prior to 30 days after your receipt of the notice.

Termination of your rights under this section does not terminate the licenses of parties who have received copies or rights from you under this License. If your rights have been terminated and not permanently reinstated, you do not qualify to receive new licenses for the same material under section 10.

9. Acceptance Not Required for Having Copies.

You are not required to accept this License in order to receive or run a copy of the Program. Ancillary propagation of a covered work occurring solely as a consequence of using peer-to-peer transmission to receive a copy likewise does not require acceptance. However, nothing other than this License grants you permission to propagate or modify any covered work. These actions infringe copyright if you do not accept this License. Therefore, by modifying or propagating a covered work, you indicate your acceptance of this License to do so.

10. Automatic Licensing of Downstream Recipients.

Each time you convey a covered work, the recipient automatically receives a license from the original licensors, to run, modify and propagate that work, subject to this License. You are not responsible for enforcing compliance by third parties with this License.

An “entity transaction” is a transaction transferring control of an organization, or substantially all assets of one, or subdividing an organization, or merging organizations. If propagation of a covered work results from an entity transaction, each party to that transaction who receives a copy of the work also receives whatever licenses to the work the party's predecessor in interest had or could give under the previous paragraph, plus a right to possession of the Corresponding Source of the work from the predecessor in interest, if the predecessor has it or can get it with reasonable efforts.

You may not impose any further restrictions on the exercise of the rights granted or affirmed under this License. For example, you may not impose a license fee, royalty, or other charge for exercise of rights granted under this License, and you may not initiate litigation (including a cross-claim or counterclaim in a lawsuit) alleging that any patent claim is infringed by making, using, selling, offering for sale, or importing the Program or any portion of it.

11. Patents.

A “contributor” is a copyright holder who authorizes use under this License of the Program or a work on which the Program is based. The work thus licensed is called the contributor's “contributor version”.

A contributor's “essential patent claims” are all patent claims owned or controlled by the contributor, whether already acquired or hereafter acquired, that would be infringed by some manner, permitted by this License, of making, using, or selling its contributor version, but do not include claims that would be infringed only as a consequence of further modification of the contributor version. For purposes of this definition, “control” includes the right to grant patent sublicenses in a manner consistent with the requirements of this License.

Each contributor grants you a non-exclusive, worldwide, royalty-free patent license under the contributor's essential patent claims, to make, use, sell, offer for sale, import and otherwise run, modify and propagate the contents of its contributor version.

In the following three paragraphs, a “patent license” is any express agreement or commitment, however denominated, not to enforce a patent (such as an express permission to practice a patent or covenant not to sue for patent infringement). To “grant” such a patent license to a party means to make such an agreement or commitment not to enforce a patent against the party.

If you convey a covered work, knowingly relying on a patent license, and the Corresponding Source of the work is not available for anyone to copy, free of charge and under the terms of this License, through a publicly available network server or other readily accessible means, then you must either (1) cause the Corresponding Source to be so available, or (2) arrange to deprive yourself of the benefit of the patent license for this particular work, or (3) arrange, in a manner consistent with the requirements of this License, to extend the patent license to downstream recipients. “Knowingly relying” means you have actual knowledge that, but for the patent license, your conveying the covered work in a country, or your recipient's use of the covered work in a country, would infringe one or more identifiable patents in that country that you have reason to believe are valid.

If, pursuant to or in connection with a single transaction or arrangement, you convey, or propagate by procuring conveyance of, a covered work, and grant a patent license to some of the parties receiving the covered work authorizing them to use, propagate, modify or convey a specific copy of the covered work, then the patent license you grant is automatically extended to all recipients of the covered work and works based on it.

A patent license is “discriminatory” if it does not include within the scope of its coverage, prohibits the exercise of, or is conditioned on the non-exercise of one or more of the rights that are specifically granted under this License. You may not convey a covered work if you are a party to an arrangement with a third party that is in the business of distributing software, under which you make payment to the third party based on the extent of your activity of conveying the work, and under which the third party grants, to any of the parties who would receive the covered work from you, a discriminatory patent license (a) in connection with copies of the covered work conveyed by you (or copies made from those copies), or (b) primarily for and in connection with specific products or compilations that contain the covered work, unless you entered into that arrangement, or that patent license was granted, prior to 28 March 2007.

Nothing in this License shall be construed as excluding or limiting any implied license or other defenses to infringement that may otherwise be available to you under applicable patent law.

12. No Surrender of Others' Freedom.

If conditions are imposed on you (whether by court order, agreement or otherwise) that contradict the conditions of this License, they do not excuse you from the conditions of this License. If you cannot convey a covered work so as to satisfy simultaneously your obligations under this License and any other pertinent obligations, then as a consequence you may not convey it at all. For example, if you agree to terms that obligate you to collect a royalty for further conveying from those to whom you convey the Program, the only way you could satisfy both those terms and this License would be to refrain entirely from conveying the Program.

13. Use with the GNU Affero General Public License.

Notwithstanding any other provision of this License, you have permission to link or combine any covered work with a work licensed under version 3 of the GNU Affero General Public License into a single combined work, and to convey the resulting work. The terms of this License will continue to apply to the part which is the covered work, but the special requirements of the GNU Affero General Public License, section 13, concerning interaction through a network will apply to the combination as such.

14. Revised Versions of this License.

The Free Software Foundation may publish revised and/or new versions of the GNU General Public License from time to time. Such new versions will be similar in spirit to the present version, but may differ in detail to address new problems or concerns.

Each version is given a distinguishing version number. If the Program specifies that a certain numbered version of the GNU General Public License “or any later version” applies to it, you have the option of following the terms and conditions either of that numbered version or of any later version published by the Free Software Foundation. If the Program does not specify a version number of the GNU General Public License, you may choose any version ever published by the Free Software Foundation.

If the Program specifies that a proxy can decide which future versions of the GNU General Public License can be used, that proxy's public statement of acceptance of a version permanently authorizes you to choose that version for the Program.

Later license versions may give you additional or different permissions. However, no additional obligations are imposed on any author or copyright holder as a result of your choosing to follow a later version.

15. Disclaimer of Warranty.

THERE IS NO WARRANTY FOR THE PROGRAM, TO THE EXTENT PERMITTED BY APPLICABLE LAW. EXCEPT WHEN OTHERWISE STATED IN WRITING THE COPYRIGHT HOLDERS AND/OR OTHER PARTIES PROVIDE THE PROGRAM “AS IS” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE PROGRAM IS WITH YOU. SHOULD THE PROGRAM PROVE DEFECTIVE, YOU ASSUME THE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION.

16. Limitation of Liability.

IN NO EVENT UNLESS REQUIRED BY APPLICABLE LAW OR AGREED TO IN WRITING WILL ANY COPYRIGHT HOLDER, OR ANY OTHER PARTY WHO MODIFIES AND/OR CONVEYS THE PROGRAM AS PERMITTED ABOVE, BE LIABLE TO YOU FOR DAMAGES, INCLUDING ANY GENERAL, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE USE OR INABILITY TO USE THE PROGRAM (INCLUDING BUT NOT LIMITED TO LOSS OF DATA OR DATA BEING RENDERED INACCURATE OR LOSSES SUSTAINED BY YOU OR THIRD PARTIES OR A FAILURE OF THE PROGRAM TO OPERATE WITH ANY OTHER PROGRAMS), EVEN IF SUCH HOLDER OR OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

17. Interpretation of Sections 15 and 16.

If the disclaimer of warranty and limitation of liability provided above cannot be given local legal effect according to their terms, reviewing courts shall apply local law that most closely approximates an absolute waiver of all civil liability in connection with the Program, unless a warranty or assumption of liability accompanies a copy of the Program in return for a fee.

END OF TERMS AND CONDITIONS

For full terms and conditions please review the bundled services agreement document in our document depository.

Bundled Services Agreement Schedule B

The GNU Lesser General Public License (LGPLv3)

Tue, 2007-10-23 03:17 — nelson

This license is a set of additional permissions added to version 3 of the GNU General Public License.

GNU LESSER GENERAL PUBLIC LICENSE

Version 3, 29 June 2007

Copyright (C) 2007 Free Software Foundation, Inc.

Everyone is permitted to copy and distribute verbatim copies of this license document, but changing it is not allowed.

This version of the GNU Lesser General Public License incorporates the terms and conditions of version 3 of the GNU General Public License, supplemented by the additional permissions listed below.

0. Additional Definitions.

As used herein, “this License” refers to version 3 of the GNU Lesser General Public License, and the “GNU GPL” refers to version 3 of the GNU General Public License.

“The Library” refers to a covered work governed by this License, other than an Application or a Combined Work as defined below.

An “Application” is any work that makes use of an interface provided by the Library, but which is not otherwise based on the Library. Defining a subclass of a class defined by the Library is deemed a mode of using an interface provided by the Library.

A “Combined Work” is a work produced by combining or linking an Application with the Library. The particular version of the Library with which the Combined Work was made is also called the “Linked Version”.

The “Minimal Corresponding Source” for a Combined Work means the Corresponding Source for the Combined Work, excluding any source code for portions of the Combined Work that, considered in isolation, are based on the Application, and not on the Linked Version.

The “Corresponding Application Code” for a Combined Work means the object code and/or source code for the Application, including any data and utility programs needed for reproducing the Combined Work from the Application, but excluding the System Libraries of the Combined Work.

1. Exception to Section 3 of the GNU GPL.

You may convey a covered work under sections 3 and 4 of this License without being bound by section 3 of the GNU GPL.

2. Conveying Modified Versions.

If you modify a copy of the Library, and, in your modifications, a facility refers to a function or data to be supplied by an Application that uses the facility (other than as an argument passed when the facility is invoked), then you may convey a copy of the modified version:

  • a) under this License, provided that you make a good faith effort to ensure that, in the event an Application does not supply the function or data, the facility still operates, and performs whatever part of its purpose remains meaningful, or
  • b) under the GNU GPL, with none of the additional permissions of this License applicable to that copy.

3. Object Code Incorporating Material from Library Header Files.

The object code form of an Application may incorporate material from a header file that is part of the Library. You may convey such object code under terms of your choice, provided that, if the incorporated material is not limited to numerical parameters, data structure layouts and accessors, or small macros, inline functions and templates (ten or fewer lines in length), you do both of the following:

  • a) Give prominent notice with each copy of the object code that the Library is used in it and that the Library and its use are covered by this License.
  • b) Accompany the object code with a copy of the GNU GPL and this license document.

4. Combined Works.

You may convey a Combined Work under terms of your choice that, taken together, effectively do not restrict modification of the portions of the Library contained in the Combined Work and reverse engineering for debugging such modifications, if you also do each of the following:

  • a) Give prominent notice with each copy of the Combined Work that the Library is used in it and that the Library and its use are covered by this License.
  • b) Accompany the Combined Work with a copy of the GNU GPL and this license document.
  • c) For a Combined Work that displays copyright notices during execution, include the copyright notice for the Library among these notices, as well as a reference directing the user to the copies of the GNU GPL and this license document.
  • d) Do one of the following:
    • 0) Convey the Minimal Corresponding Source under the terms of this License, and the Corresponding Application Code in a form suitable for, and under terms that permit, the user to recombine or relink the Application with a modified version of the Linked Version to produce a modified Combined Work, in the manner specified by section 6 of the GNU GPL for conveying Corresponding Source.
    • 1) Use a suitable shared library mechanism for linking with the Library. A suitable mechanism is one that (a) uses at run time a copy of the Library already present on the user's computer system, and (b) will operate properly with a modified version of the Library that is interface-compatible with the Linked Version.
  • e) Provide Installation Information, but only if you would otherwise be required to provide such information under section 6 of the GNU GPL, and only to the extent that such information is necessary to install and execute a modified version of the Combined Work produced by recombining or relinking the Application with a modified version of the Linked Version. (If you use option 4d0, the Installation Information must accompany the Minimal Corresponding Source and Corresponding Application Code. If you use option 4d1, you must provide the Installation Information in the manner specified by section 6 of the GNU GPL for conveying Corresponding Source.)

5. Combined Libraries.

You may place library facilities that are a work based on the Library side by side in a single library together with other library facilities that are not Applications and are not covered by this License, and convey such a combined library under terms of your choice, if you do both of the following:

  • a) Accompany the combined library with a copy of the same work based on the Library, uncombined with any other library facilities, conveyed under the terms of this License.
  • b) Give prominent notice with the combined library that part of it is a work based on the Library, and explaining where to find the accompanying uncombined form of the same work.

6. Revised Versions of the GNU Lesser General Public License.

The Free Software Foundation may publish revised and/or new versions of the GNU Lesser General Public License from time to time. Such new versions will be similar in spirit to the present version, but may differ in detail to address new problems or concerns.

Each version is given a distinguishing version number. If the Library as you received it specifies that a certain numbered version of the GNU Lesser General Public License “or any later version” applies to it, you have the option of following the terms and conditions either of that published version or of any later version published by the Free Software Foundation. If the Library as you received it does not specify a version number of the GNU Lesser General Public License, you may choose any version of the GNU Lesser General Public License ever published by the Free Software Foundation.

If the Library as you received it specifies that a proxy can decide whether future versions of the GNU Lesser General Public License shall apply, that proxy's public statement of acceptance of any version is permanent authorization for you to choose that version for the Library.

For full terms and conditions please review the bundled services agreement document in our document depository.  

Bundled Services Agreement Schedule C

SCHEDULE C 

 

 

OPEN SOURCE INITIATIVE (OSI) TERMS OF SERVICE

 

1. ACCEPTANCE OF TERMS

The Open Source Initiative (“OSI”) provides the information on this Web site as provided in these Terms of Service (“TOS”). OSI may update the TOS at any time and without prior notice by posting a new version at http://www.opensource.org/ The information on this site and your use of it is subject to the most recent version of the TOS posted.

 

2. DESCRIPTION OF SERVICE

OSI provides you with access to discussion lists, forums, licenses and a variety of other services. (“OSI Service”). Unless explicitly stated otherwise, any new features that augment or enhance the current OSI Service shall be subject to the TOS.

 

3. YOUR REGISTRATION OBLIGATIONS

In consideration of your use of the OSI Service, you represent that you are of legal age to form a binding contract and are not a person barred from receiving services under the laws of the United States or other applicable jurisdiction. You also agree to: (a) provide true, accurate, current and complete information about yourself as prompted by the OSI Service's registration form (the "Registration Data") and (b) maintain and promptly update the Registration Data to keep it true, accurate, current and complete. If you provide any information that is untrue, inaccurate, not current or incomplete, or OSI has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, OSI has the right to suspend or terminate your account and refuse any and all current or future use of the OSI Services (or any portion thereof).

 

4. OSI PRIVACY POLICY

Registration Data and certain other information about you is subject to our Privacy Policy. For more information, see our full privacy policy at http://privacy.opensource.org/.

 

5. CONDUCT

You understand that all information, data, text, software, graphics or other materials ("Content"), whether publicly posted or privately transmitted, are the sole responsibility of the person from whom such Content originated. This means that you, and not OSI, are entirely responsible for all Content that you upload, post, email, transmit or otherwise make available via the OSI Service. OSI does not control the Content posted via the OSI Service and, as such, does not guarantee the accuracy, integrity or quality of such Content. Under no circumstances will OSI be liable in any way for any Content, including, but not limited to, any errors or omissions in any Content, or any loss or damage of any kind incurred as a result of the use of any Content posted, emailed, transmitted or otherwise made available via the OSI Service. You agree to not use the OSI Service to:

1) upload, post, email, transmit or otherwise make available any Content that is unlawful, harmful, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, libelous, invasive of another's privacy, hateful, or racially, ethnically or otherwise objectionable or harm minors;

2) impersonate any person or entity or falsely state or otherwise misrepresent your affiliation with a person or entity;

3) forge headers or otherwise manipulate identifiers in order to disguise the origin of any Content transmitted through the OSI Service;

4) upload, post, email, transmit or otherwise make available any Content that you do not have a right to make available under any law or under contractual or other relationships

5) upload, post, email, transmit or otherwise make available any Content that infringes any patent, trademark, trade secret, copyright or other proprietary rights of any party;

6) upload, post, email, transmit or otherwise make available any unsolicited or unauthorized advertising, promotional materials, "junk mail," "spam," or any other form of solicitation;

7) upload, post, email, transmit or otherwise make available 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;

8) disrupt the normal flow of dialogue, or otherwise act in a manner that negatively affects other users' ability to engage in discussions or exchanges;

9) interfere with or disrupt the OSI Service or servers or networks connected to the OSI Service, or disobey any requirements, procedures, policies or regulations of networks connected to the OSI Service;

10) intentionally or unintentionally violate any applicable local, state, national or international law,

11) "stalk" or otherwise harass another; and/or

12) collect or store personal data about other users in connection with the prohibited conduct and activities set forth in paragraphs above.

You acknowledge that OSI may or may not pre-screen Content, but that OSI and its designees shall have the right (but not the obligation) in their sole discretion to pre-screen, refuse, move, or remove any Content that is available via the OSI Service and which violates the TOS. You agree that you must evaluate, and bear all risks associated with, the use of any Content, including any reliance on the accuracy, completeness, or usefulness of such Content.

You acknowledge, consent and agree that OSI may access, preserve and disclose your account information and Content if required to do so by law or in a good faith belief that such access preservation or disclosure is reasonably necessary to: (a) comply with legal process; (b) enforce the TOS; (c) respond to claims that any Content violates the rights of third parties; (d) respond to your requests for customer service; or (e) protect the rights, property or personal safety of OSI its users and the public.

 

6. CONTENT MADE AVAILABLE FOR INCLUSION ON THE OSI SERVICE

OSI does not claim ownership of Content you submit or make available for inclusion via the OSI Service. However, with respect to Content you submit or make available for inclusion on the publicly available OSI Service, you irrevocably grant OSI the perpetual, worldwide, royalty-free and non-exclusive license, with the right to sublicense through multiple tiers of sublicensees, to use, distribute, reproduce, modify, adapt, publicly perform and publicly display such Content, in whole or in part, on the OSI Service or other publications by OSI in any media whether now existing or which come into the existence into the future and to provide that information under the license set forth on the initial page of the http://www.opensource.org/ Web site. And for Content you submit for private discussions, you grant OSI the worldwide, royalty-free and non-exclusive license to use, distribute, reproduce, modify, adapt, publicly perform and publicly display such Content on the associated private discussion group.

 

7. INDEMNITY

You agree to indemnify and hold OSI and its subsidiaries, affiliates, officers, agents, employees, partners and licensors harmless from any claim or demand, including but not limited to reasonable attorneys' fees, made by any third party due to or arising out of Content you submit, post, transmit or otherwise make available through the Service, your use of the OSI Service, your connection to the Service, your violation of the TOS, or your violation of any rights of another.

 

8. MODIFICATIONS TO OSI SERVICE

You acknowledge that OSI may establish general practices and limits concerning use of the OSI Service, including without limitation the maximum number of days that email messages, message board postings or other uploaded Content will be retained by the OSI Service.. You further acknowledge that OSI reserves the right to modify these general practices and limits from time to time. OSI reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the OSI Service (or any part thereof) with or without notice. You agree that OSI shall not be liable to you or to any third party for any modification, suspension or discontinuance of the OSI Service.

 

 

 

9. TERMINATION

You agree that OSI may terminate your access to the OSI Service for violations of the TOS and/or requests by authorized law enforcement or other government agencies.

 

10. LINKS

The OSI Service may provide, or third parties may provide, links to other World Wide Web sites or resources. Because OSI has no control over such sites and resources, you acknowledge and agree that OSI is not responsible for the availability of such external sites or resources, and does not endorse and is 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 OSI 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.

 

11. DISCLAIMER OF WARRANTIES

YOU EXPRESSLY UNDERSTAND AND AGREE THAT:

YOUR USE OF THE OSI SERVICE IS AT YOUR SOLE RISK. OSI SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. OSI AND ITS SUBSIDIARIES, AFFILIATES, OFFICERS, EMPLOYEES AND LICENSORS EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

OSI AND ITS SUBSIDIARIES, AFFILIATES, OFFICERS, EMPLOYEES AND LICENSORS MAKE NO WARRANTY THAT (i) THE OSI SERVICE WILL MEET YOUR REQUIREMENTS; (ii) THE OSI SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE and (iii) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE OSI SERVICE WILL BE ACCURATE OR RELIABLE.

NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM OSI OR THROUGH OR FROM THE SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TOS.

 

12. LIMITATION OF LIABILITY

YOU EXPRESSLY UNDERSTAND AND AGREE THAT OSI AND ITS SUBSIDIARIES, AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS SHALL NOT BE LIABLE TO YOU FOR ANY DIRECT, 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 OSI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM THE USE OR THE INABILITY TO USE THE OSI SERVICE.

 

13. NOTICE AND PROCEDURE FOR MAKING CLAIMS OF COPYRIGHT INFRINGEMENT

OSI respects the copyright of others, and we ask our users to do the same. OSI may, in appropriate circumstances and at its discretion, disable and/or terminate the access of users who may be repeat infringers. If you believe that your work has been copied in a way that constitutes copyright infringement, please provide OSI’s Copyright Agent the following information:

an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright;

a description of the copyrighted work that you claim has been infringed;

a description of where the material that you claim is infringing is located on the site;

your address, telephone number, and email address;

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;

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 the copyright owner's behalf.

OSI’s Agent for Notice of claims of copyright infringement can be reached as follows:

By mail:

Mark Radcliffe

Copyright Agent

Open Source Initiative

c/o DLA Piper

2000 University Ave

East Palo Alto, CA 94303

By fax: 650-833-2001

By email: copyright@opensource.org

 

14. GENERAL INFORMATION

Entire Agreement. The TOS constitutes the entire agreement between you and OSI and governs your use of the OSI Service, superseding any prior agreements between you and OSI with respect to the OSI Service.

Choice of Law and Forum. The TOS and the relationship between you and OSI shall be governed by the laws of the State of California without regard to its conflict of law provisions. You and OSI agree to submit to the personal and exclusive jurisdiction of the courts located within the county of Santa Clara, California.

Waiver and Severability of Terms. The failure of OSI 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.

For full terms and conditions please review the bundled services agreement document in our document depository.