MultiPro Network
SCHEDULE A
REQUIRED USER TERMS AND CONDITIONS
FOR PERMITTED THIRD PARTY END USER

(References to "Company" in this Schedule B are to The MultiPro Network; references to "End User" are to Permitted Third Party End Users.)

  1. A. For purposes of this Paragraph 1, "Company" includes Company, and affiliated and subsidiary companies of Company, and any subcontractors and suppliers of the foregoing, the directors, employees, officers, agents, subcontractors and suppliers of all of them.

B. End User is solely responsible for the content of any transmissions using the Services, or any other use of the Services, by End User or by any person or entity that the End User permits to access the Services (a "User"). End User agrees that it and any User will not use the Services for illegal purposes, to violate the rights of any third party, or to interfere with or disrupt other network users, network services or network equipment. Violation of the foregoing may result in removal of volative communications and/or early termination of the Service. Disruptions include, but are not limited to, distribution of unsolicited advertising or chain letters, propagation of computer worms and viruses, and using the network to make unauthorized entry to any other machine accessible via the network.

C. End User shall limit access to and use of the Services to its employees (and, in case of an End User that is a nonprofit educational institution, to employees and students), shall not authorize any person to use the Services other than for End User’s business purposes, and shall not resell or otherwise generate income by providing access to the Services to any User.

D. End User shall defend, indemnify, and hold harmless Company (as defined in Paragraph 1.A.) from and against all liabilities and costs (including reasonable attorney’s fees) arising from any and all claims by: (a) any person based upon the content of any transmissions by End User or any User using the Services or any other use of the Services by End User or any User; (b) Users in connection with the Services, regardless of the form of action, whether in contract, tort, warranty, or strict liability.  However, End User shall have no obligation to indemnify and defend Company against claims for direct damages to real or tangible personal property, or for bodily injury or death, proximately caused by Company’s negligence.

E. End User agrees to comply, and to cause any User to comply, with United States law with regard to the transmission of technical data, which is exported from the United States using the Services.

F. COMPANY MAKES NO WARRANTY OR GUARANTEE, EXPRESS OR IMPLIED, WITH RESPECT TO ANY SERVICES OR PRODUCTS PROVIDED UNDER THIS AGREEMENT, AND COMPANY EXPRESSLY DISCLAIMS ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

G. COMPANY’S LIABILITY TO PROVIDER ON ACCOUNT OF ANY ACTS OR OMISSIONS RELATING TO THIS AGREEMENT SHALL BE LIMITED TO PROVEN DIRECT DAMAGES IN AN AGGREGATE AMOUNT NOT TO EXCEED THE GREATER OF (A) $25,000 FOR EACH SITE PROVISIONED FOR SERVICES UNDER THIS AGREEMENT OR (B) THE AMOUNTS PAID PROVIDER FOR SERVICES DURING THE TWELVE (12) MONTH PERIOD PRECEDING THE INCIDENT GIVING RISE TO THE CLAIM FOR DAMAGES, IN NO EVENT TO EXCEED AN AGGREGATE OF $50,000 IN THE CASE OF (A) OR (B).  HOWEVER, NOTHING IN THE SUBPARAGRAPH 1.I. LIMITS COMPANY’S LIABILITY FOR DIRECT DAMAGES TO REAL OR TANGIBLE PERSONAL PROPERTY, OR FOR BODILY INJURY OR DEATH, PROXIMATELY CAUSED BY COMPANY’S NEGLIGENCE.

H. COMPANY SHALL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, RELIANCE OR SPECIAL DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR HARM TO BUSINESS, LOST PROFITS, LOST SAVINGS OR LOST REVENUES, WHETHER OR NOT COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. COMPANY SHALL NOT BE LIABLE FOR ANY DAMAGE THAT PROVIDER MAY SUFFER ARISING OUT OF USE, OR INABILITY TO USE, THE SERVICES OR PRODUCTS PROVIDED HEREUNDER UNLESS SUCH DAMAGE IS CAUSED BY AN INTENTIONAL ACT OF COMPANY. COMPANY SHALL NOT BE LIABLE FOR UNAUTHORIZED ACCESS BY THIRD PARTIES TO PROVIDER’S TRANSMISSION FACILITIES OR PREMISE EQUIPMENT OR FOR UNAUTHORIZED ACCESS TO OR ALTERATION, THEFT, LOSS OR DESTRUCTION OF PROVIDER’S NETWORK, SYSTEMS, APPLICATIONS, DATA FILES, PROGRAMS, PROCEDURES OR INFORMATION THROUGH ACCIDENT, FRAUDULENT MEANS OR DEVICES, OR ANY OTHER METHOD. EXCEPT AS EXPRESSLY SET FORTH IN OR COMTEMPLATED BY THIS AGREEMENT, IN ANY INSTANCE INVOLVING PERFORMANCE OR NONPERFORMANCE BY COMPANY WITH RESPECT TO SERVICES OR PRODUCTS PROVIDED HEREUNDER PROVIDER’S SOLE REMEDY SHALL BE (A) IN THE CASE OF SERVICES, REFUND OF A PRO RATA PORTION OF THE PRICE PAID FOR SERVICES WHICH WERE NOT PROVIDED, OR (B) IN THE CASE OF PRODUCTS, REPAIR OR RETURN OF THE DEFECTIVE PRODUCT TO COMPANY FOR REFUND, AT THE OPTION OF COMPANY. EXCEPT AS EXPRESSLY SET FORTH IN OR CONTEMPLATED BY THIS AGREEMENT, IN THE CASE OF REFUND FOR LOST SERVICES, CREDIT WILL BE ISSUED ONLY FOR PERIODS OF LOST SERVICE GREATER THAN TWENTY-FOUR (24) HOURS.

I. THESE LIMITATIONS OF LIABILITY SHALL APPLY REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, WARRANTY, STRICT LIABILITY OR TORT, AND SHALL SURVIVE FAILURE OF AN EXCLUSIVE REMEDY.


MultiPro Network
Schedule B
REQUIRED USER TERMS AND CONDITIONS
FOR PERMITTED THIRD PARTY PROVIDERS


References to "Company" in this Schedule A are to The MultiPro Network; references to "Provider" in this Schedule A are to Permitted Third Party Providers.

  1. A. For purposes of this Paragraph 1, "Company" includes Company, any affiliated and subsidiary companies of Company, any subcontractors and suppliers of the foregoing.

B. Provider is solely responsible for the content of any transmissions using the Services, or any other use of the Services, by Provider or by any person or entity Provider or Provider’s customers permit to access the Services (a "User"). Provider agrees that it and any User will not use the Services for illegal purposes, to violate the rights of any third party, or to interfere with or disrupt other network users, network services or network equipment. Violations of the foregoing by Provider or any User may result in removal of volative communications and early termination of the Service. Disruptions include, but are not limited to, distribution of unsolicited advertising or chain letters, propagation of computer worms and viruses, and using the network to make unauthorized entry to any other machine accessible via the network.

C. Provider shall limit access to and use the Services to (a) use of the Services for its own business purposes as an end user, limiting access to and use of the Services to its employees, agents and contractors; and (b) selling or otherwise generating income by providing access to the Services on the terms and conditions specified herein, including but not limited to Paragraph D below solely to any third party located in ("the Territory") who uses the Services for its own purposes and does not resell the Services (a "Permitted Third Party End User").

D. In the event Provider permits any Permitted Third Party End User to access the Services, (a) Provider shall require that any such Permitted Third Party End User enter into an agreement that provides, among other things, terms and conditions consistent with provisions of Schedule A to the Agreement; and (b) Provider shall not authorize or permit any Permitted Third Party End User to resell or otherwise provide access to the Services. Provider is not authorized to act as an agent of Company in any way related to the Services.

E. Provider shall defend, indemnify, and hold harmless Company (as defined in Paragraph 1.A.) from and against all liabilities and costs (including reasonable attorneys’ fees) arising from any and all claims by: (a) any person based upon the content of any transmissions by Provider, Provider’s customers, or any User using the Services or any other use of the Services by Provider or any User; and (b) Users in connection with the Services, regardless of the form of action, whether in contract, tort, warranty, or strict liability. However, Provider shall have no obligation to indemnify and defend Company against claims for direct damages to real or tangible personal property, or for bodily injury or death, proximately caused by Company’s negligence.

F. Nothing in this Agreement shall be construed as representing that the Services are compatible with or will deliver specific performance criteria in connection with any or all methods of Permitted Third Party End User access to the Services.

G. Provider agrees to comply, and to cause any User to comply, with United States law with regard to the transmission of technical data, which is exported from the United States using the Services.

H. COMPANY MAKES NO WARRANTY OR GUARANTEE, EXPRESS OR IMPLIED, WITH RESPECT TO ANY SERVICES OR PRODUCTS PROVIDED UNDER THIS AGREEMENT, AND COMPANY EXPRESSLY DISCLAIMS ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

I. COMPANY’S LIABILITY TO PROVIDER ON ACCOUNT OF ANY ACTS OR OMISSIONS RELATING TO THIS AGREEMENT SHALL BE LIMITED TO PROVEN DIRECT DAMAGES IN AN AGGREGATE AMOUNT NOT TO EXCEED THE GREATER OF (A) $25,000 FOR EACH SITE PROVISIONED FOR SERVICES UNDER THIS AGREEMENT OR (B) THE AMOUNTS PAID PROVIDER FOR SERVICES DURING THE TWELVE (12) MONTH PERIOD PRECEDING THE INCIDENT GIVING RISE TO THE CLAIM FOR DAMAGES, IN NO EVENT TO EXCEED AN AGGREGATE OF $50,000 IN THE CASE OF (A) OR (B). HOWEVER, NOTHING IN THE SUBPARAGRAPH 1.I. LIMITS COMPANY’S LIABILITY FOR DIRECT DAMAGES TO REAL OR TANGIBLE PERSONAL PROPERTY, OR FOR BODILY INJURY OR DEATH, PROXIMATELY CAUSED BY COMPANY’S NEGLIGENCE.

J. COMPANY SHALL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, RELIANCE OR SPECIAL DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR HARM TO BUSINESS, LOST PROFITS, LOST SAVINGS OR LOST REVENUES, WHETHER OR NOT COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. COMPANY SHALL NOT BE LIABLE FOR ANY DAMAGE THAT PROVIDER MAY SUFFER ARISING OUT OF USE, OR INABILITY TO USE, THE SERVICES OR PRODUCTS PROVIDED HEREUNDER UNLESS SUCH DAMAGE IS CAUSED BY AN INTENTIONAL ACT OF COMPANY. COMPANY SHALL NOT BE LIABLE FOR UNAUTHORIZED ACCESS BY THIRD PARTIES TO PROVIDER’S TRANSMISSION FACILITIES OR PREMISE EQUIPMENT OR FOR UNAUTHORIZED ACCESS TO OR ALTERATION, THEFT, LOSS OR DESTRUCTION OF PROVIDER’S NETWORK, SYSTEMS, APPLICATIONS, DATA FILES, PROGRAMS, PROCEDURES OR INFORMATION THROUGH ACCIDENT, FRAUDULENT MEANS OR DEVICES, OR ANY OTHER METHOD. EXCEPT AS EXPRESSLY SET FORTH IN OR CONTEMPLATED BY THIS AGREEMENT, IN ANY INSTANCE INVOLVING PERFORMANCE OR NONPERFORMANCE BY COMPANY WITH RESPECT TO SERVICES OR PRODUCTS PROVIDED HEREUNDER PROVIDER’S SOLE REMEDY SHALL BE (A) IN THE CASE OF SERVICES, REFUND OF A PRO RATA PORTION OF THE PRICE PAID FOR SERVICES WHICH WERE NOT PROVIDED, OR (B) IN THE CASE OF PRODUCTS, REPAIR OR RETURN OF THE DEFECTIVE PRODUCT TO COMPANY FOR REFUND, AT THE OPTION OF COMPANY. EXCEPT AS EXPRESSLY SET FORTH IN OR CONTEMPLATED BY THIS AGREEMENT, IN THE CASE OF REFUND FOR LOST SERVICES, CREDIT WILL BE ISSUED ONLY FOR PERIODS OF LOST SERVICE GREATER THAN TWENTY-FOUR (24) HOURS.

K. THESE LIMITATIONS OF LIABILITY SHALL APPLY REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, WARRANTY, STRICT LIABILITY OR TORT, AND SHALL SURVIVE FAILURE OF AN EXCLUSIVE REMEDY.

 

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