EDIRECTIVE.COM ONLINE TERMS OF USE
AGREEMENT
By accessing or using this website you agree to be
bound by the terms and conditions
of this agreement. If you
do not wish to be bound by
this agreement, you may not
legally access or use the
information provided on eDirective.com.
EDirective may modify this agreement at any time, and such
modification shall be effective
immediately upon the posting
of the modified agreement.
You agree to review this agreement
periodically to ensure that
you are aware of any modifications.
Your continued access or use
of this website shall
be deemed your conclusive
acceptance of the modified
agreement.
1. GENERAL DISCLAIMER
eDirective holds the exclusive copyright for all published
content on the site, including
but not limited to, text,
images, menu systems, applications,
flash movies, back-end data
and PDF documents. Redistributing
information on this site without
express written permission
from eDirective is prohibited
by Federal Law. For more information
on copyright issues, please
visit our copyright page.
Although we make every effort to ensure the quality and integrity
of the content on eDirective.com,
some information contained
in this website is
compiled from a variety of
external sources and therefore
we cannot guarantee the validity
of all information contained
on this site.
The information accessed through this website (the
"services") is
provided "as is"
without warranty, express
or implied. EDirective cannot
and does not warrant against
human and machine errors,
omissions, delays, interruptions
or losses, including loss
of data on this website. EDirective
does not warrant or guarantee
that the functions or services
performed in this website will
be uninterrupted or error-free
or that defects in this
website will be immediately
corrected. Users of this
website are responsible
for (1) implementing and maintaining
adequate procedures and checkpoints
to satisfy their particular
requirements for accuracy
of data input and output and
(2) maintaining a means external
to EDirective for the reconstruction
of any lost data.
2. LICENSES, IDEA & INFORMATION SUBMISSIONS
You agree to grant to EDirective a non-exclusive, worldwide,
royalty-free, perpetual license,
with the right to sublicense,
to reproduce, distribute,
transmit, create derivative
works of, publicly display
and publicly perform any materials
and other information (including,
without limitation, ideas
contained therein for new
or improved products or services)
you submit to public areas
of this website by
all means and in any media
now known or hereafter developed.
You hereby waive your moral
rights in any such materials
and information, and you hereby
warrant that any such materials
and information are original
with you, or that you have
the right to submit such materials
and information. You agree
that you shall have no recourse
against EDirective for any
alleged or actual infringement
or misappropriation of any
proprietary right in your
communication to us.
3. OTHER SITES
You are encouraged to use discretion while browsing the Internet. This
website may contain links that
may lead unintentionally to
sites containing information
that some people may find
inappropriate or offensive.
It may also lead to sites
that contain inaccurate information,
false or misleading advertising,
or information that violates
copyright, libel or defamation
laws. EDirective makes no
representations concerning
any effort to review all of
the content of sites listed
in its catalog.
4. REVIEW OF POSTINGS & UPLOADS
EDirective cannot review all communications and materials
posted or uploaded to this
website and therefore
is not responsible for the
content of these communications
and materials. However, EDirective
reserves the right to block
or remove communications or
materials that it determines,
in its sole discretion, to
be (a) abusive, libelous,
defamatory or obscene, (b)
fraudulent, deceptive, or
misleading, (c) in violation
of a copyright or trademark,
other intellectual property
right of another or (d) offensive
or otherwise unacceptable
to EDirective .
5. LIMITED LICENSE
By this Agreement, EDirective grants, subject to
the terms of this Agreement,
only a limited, non-transferable
and non-exclusive license
to use the software and documentation
necessary to access, explore
and otherwise use this website in
real time and to use the materials
in this website in
a manner consistent with paragraph
11 (Copyright) below.
6. USER'S AGREEMENT
You agree to: (a) maintain all equipment required for your
access to and use of this
website; (b) maintain the
security of your user identification,
password and other confidential
information relating to your
EDirective account ("account");
and (c) be responsible for
all charges resulting from
use of your account, including
unauthorized use prior to
your notifying EDirective
of such use and taking steps
to prevent its further occurrence
by changing your password.
7. ONLINE COMMUNICATIONS
7.01 Your participation in on-line communications occurs
in real time and is not edited,
censored, or otherwise controlled
by EDirective. EDirective
cannot and does not screen
content provided by you to
EDirective Notwithstanding
the foregoing, EDirective
reserves the right to monitor
content on this website and
to remove content, which EDirective,
in its sole discretion, determines
to be harmful, offensive,
or otherwise in violation
of this Agreement.
7.02 You may send and receive electronic mail ("email"), engage
in conferences and chats,
download and upload files
and otherwise use this
website as permitted
by this Agreement's operating
policies and applicable law.
Files that you upload, public
messages that you send and
your activity in conferences
and chats are subject to review,
modification and deletion
without notice by the forum
manager responsible for the
area of this website where
your uploading or other activity
takes place (or by an individual
designated by such forum manager
for such purpose). The operating
policies relating to online
conduct, storage and deletion
of email and uploaded files,
conferences and other matters
are available and/or will
be made available upon request.
EDirective reserves the right
in its sole discretion to
change such policies at any
time. Files uploaded to our
server(s) may be subject to
posted limitations on usage,
reproduction and/or dissemination,
and you are responsible for
adhering to such limitations
if you download them.
7.03 You are responsible for your communications and your
use of this website You may
not, under any circumstances,
do any of the following: (a)
use simultaneous, unattended
or continuous connections
to this website with one account;
(b) post or transmit any message
which is libelous or defamatory;
(c) post or transmit any message,
data, image or program which
is indecent, obscene or pornographic;
(d) post or transmit any message,
data, image or program that
would violate the property
rights of others, including
unauthorized copyrighted text,
images or programs, trade
secrets or other confidential
proprietary information, and
trademarks or service marks
used in an infringing fashion;
(e) use this website to
threaten, harass, stalk, abuse,
or otherwise violate the legal
rights (including rights of
privacy and publicity) of
others; (f) intercept or attempt
to intercept email or other
private communications not
intended for you; (g) send
email to Users or other Internet
users for any purpose other
than personal communication,
including to advertise or
offer to sell unsolicited
goods or services to other
Users, use as a mass unsolicited
distribution medium to communicate
a generally unsolicited message,
or use your email account
as an address to which Users
or other Internet users need
to respond (except as otherwise
expressly permitted by EDirective);
(h) send unsolicited email
messages through third-party
mail servers in order to relay
your email or hide the origination
of your email to others; (i)
upload or download files that
contain software or other
material protected by intellectual
property laws, rights of privacy
or publicity, or any other
applicable law unless you
own or control the rights
to such files or have received
all necessary consents; (j)
upload files that contain
a virus or corrupted data;
(k) delete any author attributions,
legal notices or proprietary
designations or labels in
a file that you upload to
a BBS or this website; (l)
falsify the source or origin
of software or other material
contained in a file that you
upload to a BBS or this website;
(m) use this website in a
manner that adversely affects
the availability of its resources
to other Users; (n) use, download
or otherwise copy, or provide
(whether or not for a fee)
to a person or entity that
is not a subscriber to this
website the User directory
or any portion thereof other
than for personal, noncommercial
purposes; (o) falsely purport
to be an employee or agent
of EDirective; (p)
cause repeated disruptive
incidents; or (q) act, or
fail to act, in your use of
this website, in a manner
that is contrary to applicable
law or regulation. In addition,
you may not post or transmit
any message which is harmful,
threatening, abusive or hateful.
It is not the intent of EDirective
to discourage Users from taking
controversial positions or
expressing vigorously what
may be unpopular views in
this website, nonetheless, EDirective reserves
the right to take such action
as it deems appropriate in
cases where this website is
used to disseminate statements
which are deeply and widely
offensive and/or harmful.
Each time you upload a file
on this website, you represent
and warrant that you own or
otherwise control the rights
or have the necessary consents
to do so, and you grant every
other User the right to download
and use such file. Your failure
to observe any of the foregoing
limitations or obligations
may result in civil or criminal
liability.
8. PRIVACY POLICY
EDirective takes online information
security and user privacy
extremely seriously. Please
see our Privacy Statement
for a detailed description
of our information gathering
and dissemination practices
for this website.
9. USER REPRESENTATIONS
You represent and warrant that you possess the legal right
and ability to enter into
this Agreement and to use this
website in accordance
with this Agreement. You agree
to be financially responsible
for your use of this
website (as well as for
use of your account by others,
including minors living with
you) and to comply with your
responsibilities and obligations
as stated in this Agreement.
10. CONTENT
Statements made in websites, newsgroups, message boards,
email, forums, conferences
and chats reflect only the
views of their authors. Forum
managers, forum hosts, CPs,
or Merchants appearing on this
website are not authorized
EDirective spokespersons,
and their views do not necessarily
reflect those of EDirective
.
11. COPYRIGHT
The entire contents of this website are copyrighted
as a collective work under
the laws of United States
and other copyright laws.
EDirective holds the copyright
in the collective work. You
may display and, subject to
any expressly stated restrictions
or limitations relating to
specific material, download
portions of the material from
the different areas of this
website solely for your
own non-commercial use, unless
otherwise permitted (e.g.,
in the case of electronic
coupons, etc). Any redistribution
retransmission or publication
of any copyrighted material
is strictly prohibited without
the express written consent
of the copyright owner. You
agree not to change or delete
any proprietary notices from
materials downloaded from
this website.
12. INDEMNIFICATION
You agree to indemnify, defend and hold harmless EDirective,
its officers, directors, employees,
agents, information providers
and suppliers from and against
all losses, expenses, damages
and costs, including reasonable
attorney's fees, resulting
from any violation of this
agreement or any activity
related to your account (including
infringement of third parties'
worldwide intellectual property
rights or negligent or wrongful
conduct) by you or any other
person accessing this website using
your service account.
13. WAIVER, RELEASE AND LIMITATION OF LIABILITY
You agree that neither EDirective, nor its officers, directors,
employees, agents, information
providers or suppliers shall
have any liability to you
under any theory of liability
or indemnity in connection
with your use of this
website. You hereby release
and forever waive any and
all claims you may have against
EDirective, its officers,
directors, employees, agents,
information providers or suppliers
(including but not limited
to claims based upon the negligence
of EDirective, its officers,
directors, employees, agents,
information providers or suppliers)
for losses or damages you
sustain in connection with
your use of this website.
Notwithstanding the foregoing paragraph, the total liability
of EDirective, its officers,
directors, employees, agents,
information providers and
suppliers, if any, for losses
or damages shall not exceed
the fees paid by the user
for the particular information
or service provided. In no
event shall EDirective, its
officers, directors, employees,
agents, information providers
or suppliers be liable to
you for any losses or damages
other than the amount referred
to above. All other damages,
direct or indirect, special,
incidental, consequential
or punitive arising from any
use of the information or
other parts of this website are
hereby excluded even if EDirective,
its officers, directors, employees,
agents, information providers
or suppliers have been advised
of the possibility of such
damages.
14. THIRD PARTY RIGHTS
The provisions of paragraphs 12 (Indemnification) and 13
(Waiver, Release and Limitation
of Liability) are for the
benefit of EDirective and
its officers, directors, employees,
agents, licensors, suppliers,
and Information Providers.
Each of these individuals
or entities shall have the
right to assert and enforce
those provisions directly
against you on its own behalf.
15. TERM; TERMINATION
Either you or EDirective may terminate your right to use this
website at any time,
with or without cause, upon
notice. EDirective also reserves
the right to terminate or
suspend your membership without
prior notice, but EDirective
will confirm such termination
or suspension by subsequent
notice. The provisions of
paragraphs 2 (License, and
Idea Submission), 11 (Copyright),
12 (Indemnification), 13 (Waiver,
Release and Limitation of
Liability), 14 (Third Party
Rights), and 16(Miscellaneous)
shall survive any termination
of this Agreement.
16. MISCELLANEOUS
This Agreement shall be governed by and construed in accordance
with the laws of the State
of Washington. You agree that
any legal action or proceeding
between EDirective and you
for any purpose concerning
this Agreement or the parties'
obligations hereunder shall
be brought exclusively in
a court of competent jurisdiction
sitting in the city of San Diego, CA . Any cause of action or
claim you may have with respect
to EDirective must be commenced
within one (1) year after
the claim or cause of action
arises. EDirective's failure
to insist upon or enforce
strict performance of any
provision of this Agreement
shall not be construed as
a waiver of any provision
or right. Neither the course
of conduct between the parties
nor trade practice shall act
to modify any provision of
this Agreement. EDirective
may assign its rights and
duties under this Agreement
to any party at any time without
notice to you.
17. NOTICE
EDirective may deliver notice to you under this Agreement
by means of electronic mail,
a general notice on this website,
or by written communication
delivered by first class U.S.
mail to your address on record
in our account information
database. You may give notice
any time to EDirective via
electronic mail to support@edirective.com.
18. SEVERABILITY
The provisions of this Agreement are severable, and in the
event any provision hereof
is determined to be invalid
or unenforceable, such invalidity
or unenforceability shall
not in any way affect the
validity or enforceability
of the remaining provisions
hereof.