AFTECK Web Site Agreement

The AFTECK Web Site ("The Companion") is an online information and communications service provided by AFTECK NETWORKS LLC. ("AFTECK"), subject to your compliance with the terms and conditions set forth below including, all exhibits hereto. "AFTECK" and the "AFTECK" design are registered trademarks of AFTECK NETWORKS, LLC in the United States and other countries. Other marks which appear on this Web site may be marks of third parties that are not affiliated with AFTECK. AFTECK and its affiliates do not control or endorse the content of third party Web sites.

Please read this Agreement carefully before accessing or using The Companion.

By accessing or using The Companion, you agree to be bound by the terms and conditions set forth below. If you do not wish to be bound by these terms and conditions, you may not
access or use The Companion. If you utilize the Service in a manner inconsistent with these terms and conditions, AFTECK may terminate your access, block your future access and/or seek such additional relief as the circumstances of your misuse indicate is proper. AFTECK may modify this Agreement at any time, and such modifications shall be effective immediately upon posting of the modified Agreement. You agree to review the Agreement periodically to be aware of such modifications and your continued access or use of The Companion shall be deemed your conclusive acceptance of the modified Agreement.

Operating Policies. You agree to comply with the Operating Policies set forth in Exhibit A (as they may be amended by AFTECK from time to time), which are the rules that govern your activity in connection with the Service. AFTECK has the right but not the obligation to remove any communications and materials that AFTECK believes in its sole discretion violate the Operating Policies. Copyright, Licenses and Idea Submissions. The entire contents of The Companion are copyrighted under the United States copyright laws. The owner of the copyright is AFTECK. You may print and download portions of material from the different areas of The Companion solely for your own non-commercial use. You may make: (a) one machine readable copy, (b) one backup copy, and (c) one print copy of any portions of material downloaded from the different areas of The Companion solely for your non-commercial use. Any other copying, redistribution, retransmission or publication of any downloaded material, is strictly prohibited without the express written consent of AFTECK or any third party information provider to The Companion. You agree not to change or delete any proprietary notices from materials downloaded from The Companion. You agree to grant to AFTECK a non-exclusive, royalty-free, worldwide, 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 and services) you submit to public areas of The Companion (such as bulletin boards, forums and newsgroups) by all means and in any media now known or hereafter developed. You also grant to AFTECK the right to use your name in connection with the submitted materials and other information as well as in connection with all advertising, marketing and promotional material related thereto. You agree that you shall have no recourse against AFTECK for any alleged or actual infringement or misappropriation of any proprietary right in your communications to us.

Use of The Companion. You understand that, except for information, products or services clearly identified as being supplied by AFTECK, AFTECK does not operate, control or endorse any information, products or services on the Internet in any way. Except for AFTECK-identified information, products or services, all information, products and services offered through the Service or on the Internet generally are offered by third parties that are not affiliated with AFTECK. You also understand that AFTECK cannot and does not guarantee or warrant that files available for downloading through The Companion will be free of infection or viruses, worms, Trojan horses or other code that manifest contaminating or destructive properties. You are responsible for implementing sufficient procedures and checkpoints to satisfy your
particular requirements for accuracy of data input and output, and for maintaining a means external to The Companion for the reconstruction of any lost data. You assume total responsibility and risk for your use of The Companion and the Internet. AFTECK does not make any express or implied warranties, representations or endorsements whatsoever (including without limitation warranties of title or noninfringement, or the implied warranties of merchantability or fitness for a particular purpose) with regard to The Companion, any
merchandise, information or service provided through The Companion or on the Internet generally, and AFTECK shall not be liable for any cost or damage arising either directly or indirectly from any such transaction. It is solely your responsibility to evaluate the accuracy, completeness and usefulness of all opinions, advice, services, merchandise and other information provided through The Companion or on the Internet generally. AFTECK does not warrant that the Service will be uninterrupted or error-free or that defects in The Companion will be corrected. The Companion and any software made available on The Companion are provided on an "as is, as available" basis. You understand further that the Internet contains unedited materials some of which are sexually explicit or may be offensive to you. You access such materials at your risk. AFTECK has no control over and accepts no responsibility whatsoever for such materials. In no event will AFTECK be liable for (I) any incidental, consequential, or indirect damages (including, but not limited to, damages for loss of profits, business interruption, loss of programs or information, and the like) arising out of the use of or
inability to use The Companion, or any information, or transactions provided on The Companion or downloaded or hyperlinked from The Companion, even if AFTECK or its authorized representatives have been advised of the possibility of such damages, or (II) any claim attributable to errors, omissions, or other inaccuracies in The Companion and/or materials or information downloaded through, or hyperlinked from, The Companion. Because some states do not allow the exclusion or limitation of liability for consequential or incidental damages, the
above limitation may not apply to you. In such states, AFTECK's liability is limited to the greatest extent permitted by law.

Indemnification. You agree to indemnify, defend and hold harmless AFTECK, its officers,
directors, employees, agents, licensors, suppliers and any third party information providers to The Companion from and against all losses, expenses, damages and costs, including reasonable attorneys' fees, resulting from any violation of this Agreement by you.

Third Party Rights. The provisions of paragraphs 3 (Use of The Companion), and 4 (Indemnification) are for the benefit of AFTECK and its officers, directors, employees, agents,
licensors, suppliers, and any third party information providers to The Comapnion. Each of these individuals or entities shall have the right to assert and enforce those provisions directly against you on its own behalf.
Term and Termination. This Agreement may be terminated by either party without notice at any time for any reason; provided that you may no longer use The Companion after you have terminated this Agreement. The provisions of paragraphs 2 (Copyright, Licenses and Idea Submissions), 3 (Use of the Service), 4 (Indemnification), 5 (Third Party Rights) and 7 (Miscellaneous) shall survive any termination of this Agreement.

Miscellaneous. This Agreement shall all be governed and construed in accordance with the laws of the State of New York applicable to agreements made and to be performed in New York. You agree that any legal action or proceeding between AFTECK and you for any purpose concerning this Agreement or the parties' obligations hereunder shall be brought exclusively in a federal or state court of competent jurisdiction sitting in New York. Any cause of action or claim you may have with respect to The Companion must be commenced within one (1) year after the claim or cause of action arises or such claim or cause of action is barred. AFTECK'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. AFTECK may assign its rights and duties under this Agreement to any party at any time without notice to you.

Exhibit A Operating Policies Your participation in on-line communications occurs in real time and is not edited, censored, or otherwise controlled by AFTECK. AFTECK cannot and does not screen content provided by users of The Companion. Notwithstanding the foregoing, AFTECK reserves the right to monitor content on The Companion and to remove content which AFTECK, in its sole discretion, determines to be harmful, offensive, or otherwise in violation of these Operating Policies. In order to maintain an informative and valuable service that meets the needs of the users of The Companion and avoids the harm that can result from disseminating statements that are false, malicious, violate the rights of others, or otherwise harmful, it is necessary to establish the following rules to protect against abuse: Unless you are participating in an area of The Companion that requires or encourages anonymity, use your real name in online communications. You may not post or transmit any message which is libelous, defamatory or which discloses private or personal matters concerning any person. You may not post or transmit any message, data, image or program which is indecent, obscene or pornographic. You may not 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. You may not interfere with other users use of The Companion. You may not use any robot, spider, or other automatic device or process to monitor or copy our web pages or any
portion of the content contained herein without our express written permission. You may not post or transmit any file which contains viruses, worms, "Trojan horses" or any other contaminating or destructive features. You may not post or transmit any message which is harmful, threatening, abusive or hateful. It is not The Companion's intent to discourage you from taking controversial positions or expressing vigorously what may be unpopular views; however, AFTECK reserves the right to take such action as it deems appropriate in cases where the Companionis used to disseminate statements which are deeply and widely offensive and/or
harmful. You may not post or transmit charity requests, petitions for signatures, chain letters or letters relating to pyramid schemes. You may not post or transmit any advertising, promotional materials or any other solicitation of other users of The Companion for goods or services except in those areas (e.g., a classified bulletin board) that are designated for such purpose. You may not post or list articles which are off-topic according to the description of the group or list or send unsolicited mass emailings to 10 people or more if such e-mail could reasonably be expected to provoke complaints from its recipients. You may not use the facilities and capabilities of The Companion to conduct any activity or solicit the performance of any illegal
activity or other activity which infringes the rights of others.

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