Terms & Conditions. By accessing or using Reshare's Distribution Relationship Management® Software or System ("DRM") through this or any antecedent or successive unified record locator (URL), you are acknowledging that you have read, understand, and agree, without limitation or qualification, to be bound by these Terms and Conditions which include our privacy policy. All references in this Agreement to 'you', licensee or 'your' refer to you and all references to 'we,' 'us', licensor or 'our' refer to Reshare® Corporation. READ THIS AGREEMENT CAREFULLY. BY CLICKING ON THE 'ACCEPT' BUTTON BELOW, YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT, AND AGREE TO BE BOUND BY IT. IF YOU DO NOT AGREE TO ALL OF THE TERMS AND CONDITIONS BELOW, WE ARE UNWILLING TO ALLOW YOU TO UTILIZE DRM AND YOU ARE PROHIBITED FROM ENTERING THIS WEBSITE. 1. Privacy Please review our Privacy Policy at www.reshare.com/privacy, which also governs your use of DRM, so that you may understand our privacy practices. 2. Accuracy of Information We attempt to be as accurate as possible in DRM. 3. Intellectual Property All content available through DRM, including but not limited to text, graphics, logos, button icons, images, audio clips, data compilations and software, and the compilation thereof (collectively, the 'Content') is the property of Reshare, our affiliates, partners or licensors, and is protected by United States and international copyright laws. The trademarks, logos, and service marks displayed on DRM (collectively, the 'Trademarks') are the registered and unregistered marks of Reshare, our affiliates, partners or licensors, in the United States and other countries, and are protected by United States and international trademark laws. Except as set forth in the limited licenses in Section 4 below, or as required under applicable law, neither the Content or Trademarks nor any portion of DRM may be used, reproduced, duplicated, copied, sold, resold, accessed, modified, or otherwise exploited, in whole or in part, for any purpose without our prior written consent. 4. Limited Licenses Notwithstanding our use of words such as Partner, Affiliate, Consultant, Dealer, Vendor, Distributor or Retailer to describe our business relationships, in no case shall any term be construed to convey or grant equity, shares, options or ownership rights of any kind in Reshare or its licenses, trademarks, patents, formulas and other properties. Reshare does not grant or offer you any right to a continuing relationship in either purchasing, selling, reselling, generating earnings or otherwise using or profiting from Reshare and/or its products and services. We grant you a limited, revocable, and non-exclusive license to access and make personal use of the DRM. This limited license does not include the right to: (i) frame or utilize framing techniques to enclose DRM or any portion thereof; (ii) modify or download DRM (except caching or as necessary to view DRM); (iii) make any use of DRM other than its intended use; (iv) create any derivative work based upon DRM ; (v) collect account information for the benefit of yourself or another party; (vi) use any meta tags or any other 'hidden text' utilizing our name or the Trademarks or to otherwise use the Trademarks; or (vi) use software robots, spiders, crawlers, or similar data gathering and extraction tools, or take any other action that may impose an unreasonable burden or load on our infrastructure. We also grant you a limited, revocable, and nonexclusive license to create a hyperlink to the home page of DRM. A website that links to DRM (i) may link to, but not replicate, our Content; (ii) may not imply that we are endorsing any other website or its services or products; (iii) may not misrepresent its relationship with us; (iv) may not contain content that could be construed as distasteful, obscene, offensive or controversial, and may contain only content that is lawful and appropriate for all ages; (v) may not portray us or our products or services, in a false, misleading, derogatory, or otherwise offensive or objectionable manner, or associate us with undesirable products, services, or opinions; (vi) may not use any Trademark; and (vii) may not link to any page of DRM other than the home page. We may, in our sole discretion, request that you remove any link to DRM, and upon receipt of such request, you shall immediately remove such link. Any unauthorized use by you of DRM terminates the limited licenses set forth in this Section without prejudice to any other remedy provided by applicable law or these Terms and Conditions. 5. Reporting and access to DRM software. DRM is a certain method of doing business on the Internet which method was invented, created and developed by Reshare and includes technical-know-how, business knowledge, services provided by Reshare under this Agreement and proprietary rights including US Patent No. 6,594,641, entitled Computer Facilitated Product Selling System, and other patents and patents pending in foreign countries. DRM provides an internet system by which sales made over the internet, for example sales by manufacturers directly to consumers, are credited (in a flexible manner and based on selected criteria) to third parties such as a manufacturers current system of distributors, sub-distributors, dealers, and the like. Software Program means the computer software and other technology and intellectual property derived from the DRM. Reshare hereby grants to Licensee a non-transferable and non-exclusive license to use the DRM and the Software Program exclusively at this Uniform Resource Locator (URL), www.resharereporting.com and/or www.reshare.com, subject to the terms and conditions of this Agreement. The DRM may only be used by Licensee to register, enter or edit partner, distributor, dealer, retailer, salesman, sales representative or affiliate information and/or view reports relating to transactions that occurred that are attributable to Licensee and/or those parties who authorize Licensee to view such reports. Licensee shall not modify, copy or otherwise reproduce the DRM or the Software Products. Any such reproduction shall be automatically deemed an integral part of the Software Products licensed hereunder. Licensee shall not use the DRM or Software Products in any manner except subject to this Agreement. After the termination of this Agreement, Licensee agrees to cease all use of DRM and the Software Products in any manner. The grant of this license is limited to the Licensee and does not extend to any other entities associated with Licensee, including parent or subsidiary entities of Licensee. Licensee agrees not to reverse assemble, decompile or otherwise reverse engineer any computer executable instruction set, including compiled, uncompiled, markup language, or other code, program, or other instruction set type provided by Reshare under this Agreement. In the event any computer executable instruction is released to Licensee, it shall be automatically deemed an integral part of the Software Program and shall be subject to all proprietary, confidentiality and other restrictions and obligations applicable to the Software Program under this Agreement. Licensees shall not, and shall not authorize any third party to, reproduce, translate or otherwise copy, create derivatives of, enhance, add to or modify the DRM Software Products, or reverse assemble or de-compile the Software Program or develop any system, devise, computer software system, subsystem or module that incorporate or otherwise uses elements of the DRM or the Software Program. Access to the Software Program will be made available via secure, standards based web services. Control of access permissions and passwords and risks associated with access security will pass to Licensee. You will have access to online reports on the sales activity attributable to you at DRM, which may include information on impressions, click-throughs, orders, shipments, profits to be shared and fees earned. You acknowledge and agree that all related information, shall be the property of Reshare exclusively and no rights in or to such information are granted to you under this Agreement. RESHARE SHALL NOT BE RESPONSIBLE FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, WHETHER FORESEEABLE OR UNFORSEEABLE, (INCLUDING CLAIMS FOR LOSS INTERRUPTION IN USE OR UNAVAILABILITY OF DATA, LOSS OF GOODWILL, LOSS OF PROFITS, STOFPPAGE OF OTHER WORK OR IMPAIRMENT OF OTHER ASSETS) ARISING OUT OF BREACH OF CONTRACT, BREACH OF WARRANTY, MISREPRESENTATION, NEGLIGENCE, STRICT LIABILITY IN TORT OR OTHERWISE, EXCEPT ONLY IN THE CASE OF PERSONAL INJURY OR PROPERTY DAMAGE WHERE THE LAW REQUIRES SUCH LIABILITY. 6. Your Obligations and Responsibilities In the access or use of DRM, you shall comply with these Terms and Conditions and the special warnings or instructions for access or use posted on DRM. You shall act always in accordance with the law, custom and in good faith. You may not make any change or alteration to DRM or any content or services that may appear within DRM and may not impair in any way the integrity or operation of DRM. Without limiting the generality of any other provision of these Terms and Conditions, if you default negligently or willfully in any of the obligations set forth in these Terms and Conditions (including our Privacy Policy), you shall be liable for all the losses and damages that this may cause to Reshare, our affiliates, partners or licensors. 7. Your Account You may choose to register at our Site. If you do, your email address or other personal designator will be your username to log into your account. You will also choose a password to protect your account. You are responsible for maintaining the confidentiality of your account, username and password and for restricting access to your computer. You agree to accept responsibility for all activities that occur under your account, username and/or password. You agree to provide only accurate, truthful information. We reserve the right to refuse service and/or terminate accounts without prior notice if you violate these Terms and Conditions or if we decide, in our sole discretion, that it would be in Reshare's interests to do so. 8. Third Party Links We are not responsible for the content of any off-website pages or any other websites linked to or from DRM. Links appearing on DRM are for convenience only and are not an endorsement by us, our affiliates or our partners of the referenced content, product, service, or supplier. Your linking to or from any off-website pages or other websites is at your own risk. We are in no way responsible for examining or evaluating, and we do not warrant the offerings of, off-website pages or any other websites linked to or from DRM, nor do we assume any responsibility or liability for the actions, content, products, or services of such pages and websites, including, without limitation, their privacy policies and terms and conditions. You should carefully review the terms and conditions and privacy policies of all off-website pages and other websites that you visit. 9. Submissions We welcome suggestions and ideas. Our unique communal network relies on good ideas and good communication. Notwithstanding our policy with regard to suggestions and ideas, any inquiries, feedback, suggestions, ideas or other information you provide us (collectively, 'Submissions') will be treated as non-proprietary and non-confidential. Subject to the terms of our Privacy Policy, by transmitting or posting any Submission, you hereby grant us a nonexclusive, royalty-free, perpetual, transferable, irrevocable, and fully sublicensable right to use, reproduce, modify, adapt, publish, sell, assign, translate, create derivative works from, distribute and display any Submission in any form, media, or technology, whether now known or hereafter developed, alone or as part of other works, in perpetuity and throughout the universe. You also acknowledge that your Submission may not be returned and we may use your Submission, and any ideas, concepts or know how contained therein, for any purpose including, without limitation, developing, manufacturing, distributing and marketing products with our without prior notice. If you make a Submission, you represent and warrant that you own or otherwise control the rights to your Submission. You further represent and warrant that such Submission does not constitute or contain software viruses, commercial solicitation, chain letters, mass mailings, or any form of 'spam.' You may not use a false email address, impersonate any person or entity, or otherwise mislead us as to the origin of any Submission. You agree to indemnify us for all claims arising from or in connection with any claims to any rights in any Submission. 10. Representations and Warranties; Limitation of Liability DRM IS PRESENTED 'AS IS.' WE MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED, IN CONNECTION WITH THESE TERMS AND CONDITIONS OR DRM, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE, EXCEPT TO THE EXTENT SUCH REPRESENTATIONS AND WARRANTIES ARE NOT LEGALLY EXCLUDABLE. YOU AGREE THAT, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, WE WILL NOT BE RESPONSIBLE OR LIABLE (WHETHER IN CONTRACT, TORT OR OTHERWISE), UNDER ANY CIRCUMSTANCES, FOR ANY (a) INTERRUPTION OF BUSINESS; (b) ACCESS DELAYS OR ACCESS INTERRUPTIONS TO DRM; (c) DATA NON-DELIVERY, MISDELIVERY, CORRUPTION, DESTRUCTION OR OTHER MODIFICATION; (D) LOSS OR DAMAGES OF ANY SORT INCURRED AS A RESULT OF DEALINGS WITH OR THE PRESENCE OF OFF-WEBSITE LINKS ON DRM; (E) COMPUTER VIRUSES, SYSTEM FAILURES OR MALFUNCTIONS WHICH MAY OCCUR IN CONNECTION WITH YOUR USE OF DRM, INCLUDING DURING HYPERLINK TO OR FROM THIRD PARTY WEBSITES (F) ANY INACCURACIES OR OMISSIONS IN CONTENT OR (G) EVENTS BEYOND OUR REASONABLE CONTROL. FURTHER, TO THE FULLEST EXTENT PERMITTED BY LAW, WE WILL NOT BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING LOST PROFITS) RELATED TO DRM REGARDLESS OF THE FORM OF ACTION WHETHER IN CONTRACT, TORT OR OTHERWISE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL OUR MAXIMUM AGGREGATE LIABILITY EXCEED ONE HUNDRED DOLLARS ($100.00). 11. Indemnification You agree to defend, indemnify and hold us harmless for any loss, damages or costs, including reasonable attorneys' fees, resulting from any third party claim, action, or demand resulting from your use of DRM. You also agree to indemnify us for any loss, damages, or costs, including reasonable attorneys' fees, resulting from your use of software robots, spiders, crawlers, or similar data gathering and extraction tools, or any other action you take that imposes an unreasonable burden or load on our infrastructure. 12. Disputes With respect to any dispute regarding DRM, all rights and obligations and all actions contemplated by these Terms and Conditions shall be governed by the laws of Minnesota, as if the Terms and Conditions were a contract wholly entered into and wholly performed within Minnesota. Any dispute relating in any way to your visit to DRM shall be submitted to confidential arbitration in Minnesota, except that, to the extent you have in any manner violated or threatened to violate our intellectual property rights or the intellectual property rights of Reshare, our affiliates, partners or licensors, we may seek injunctive or other appropriate relief in any court and you consent to exclusive jurisdiction and venue in any such court. Arbitration under this agreement shall be conducted under the rules then prevailing of the American Arbitration Association. The arbitrator's award shall be binding and may be entered as a judgment in any court of competent jurisdiction. To the fullest extent permitted by applicable law, no arbitration under this Agreement shall be joined to an arbitration involving any other party subject to this Agreement, whether through class arbitration proceedings or otherwise. 13. General You acknowledge and agree that these Terms and Conditions, which include our Privacy Policy, constitute the complete and exclusive agreement between us concerning your use of DRM, and supersede and govern all prior proposals, agreements, or other communications. We reserve the right, in our sole discretion, to change these Terms and Conditions at any time by posting the changes on DRM. Any changes are effective immediately upon posting to DRM. Your continued use of DRM constitutes your agreement to all such terms and conditions. We may, with or without prior notice, terminate any of the rights granted by these Terms and Conditions. You shall comply immediately with any termination or other notice, including, as applicable, by ceasing all use of DRM. Nothing contained in these Terms and Conditions shall be construed as creating any agency, partnership, or other form of joint enterprise between us. We are independent contractors and neither party shall be deemed an employee, agent, partner or joint venturer of the other. Neither party shall have the authority to make or accept any offers, representations or warranties on the other's behalf. Our failure to require your performance of any provision hereof shall not affect our full right to require such performance at any time thereafter, nor shall our waiver of a breach of any provision hereof be taken or held to be a waiver of the provision itself. In the event that any provision of these Terms and Conditions shall be unenforceable or invalid under any applicable law or be so held by any applicable arbitral award or court decision, such unenforceability or invalidity shall not render these Terms and Conditions unenforceable or invalid as a whole. We will amend or replace such provision with one that is valid and enforceable and which achieves, to the extent possible, our original objectives and intent as reflected in the original provision. Copyright © 1999 - 2006 Reshare Corporation. All worldwide rights reserved.
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