Showingbook.com SITE ACCESS AGREEMENT
Showingbook.com LLC, together with its subsidiaries and affiliates
(collectively, "Showingbook.com") provide you access to Showingbook
Wireless sites containing information and data available via your
computer and/or a wireless device ("the Sites"). Subject to your
compliance with the terms and conditions set forth below, including all
documents, policies and guidelines incorporated herein (the
"Agreement"). PLEASE READ THIS AGREEMENT CAREFULLY. By accessing,
browsing, or using any of our Sites, you agree to be bound by the terms
and conditions described herein and all documents, policies and
guidelines incorporated by reference. This Agreement does not alter in
any way the terms or conditions of any other written or online
agreement you may have or will have with Showingbook.com. Showingbook
Wireless reserves the right to change or modify any of the terms and
conditions contained in this Agreement or any policy or guideline
referenced herein at any time and in its sole discretion. If the
Agreement is changed, we will post the new terms on the Sites and
change the date accordingly. Any changes or modifications will be
effective upon posting of the new Agreement on the Sites as revised,
and your access to and use of the Sites following the posting of such
changes or modifications will constitute your acceptance of the
Agreement as revised.
Related Policies
Privacy Policy. Showingbook.com believes strongly in
protecting user privacy and providing you notice of Showingbook.com'
collection and use of data, including personally identifying
information, collected from the Sites. To learn about Showingbook
Wireless' information collection and use practices and policies, please
refer to the Privacy Policy section of the Site.
Acceptable Use Policy. When using Showingbook.com Sites or any Showingbook.com product or service, your activities must comply with our Acceptable Use Policy.
Copyright and Authorized Access
All copyrighted and copyrightable materials on these Sites, including,
without limitation, the design, text, graphics, pictures, sound files
and other files, and the selection and arrangement ("Materials")
thereof are ALL RIGHTS RESERVED Copyright © 1996-2004 Showingbook.com
II LLC and/or its licensors. You are granted a limited,
non-sublicensable right to access the Sites and print the Materials for
your personal, non-commercial, and informational use only. The
foregoing license grant does NOT include the right for you to:
- publish, publicly perform or display, or distribute
to any third party any Materials, including reproduction on any
computer network or broadcast or publications media;
- market, sell, or make commercial use of the Sites or any Materials;
- systematically collect and use of any data or content including the
use of any data mining, robots, or similar data gathering and
extraction methods;
- make derivative uses of the Sites or the Materials;
- or use, frame, or utilize framing techniques to enclose any portion
of the Sites (including the images found at the Sites or any text or
the layout/design of any page or form contained on a page).
Except for the limited license granted to you, you are not conveyed
any other right or license by implication, estoppel, or otherwise in or
under any patent, trademark, copyright, or proprietary right of
Showingbook.com or any third party. Any unauthorized use of the Sites
will terminate the permission or license granted by this Agreement and
may violate applicable law including copyright laws, trademark laws
(including trade dress), and communications regulations and statutes.
If you use any part of the Sites that requires a username or password,
then you are responsible for maintaining the confidentiality of that
username and password and for restricting access to your computer, and
you agree to accept responsibility for all activities that occur under
your account or password. In the event the confidentiality of your
account or password are compromised in any manner, you should notify
Showingbook.com immediately. Showingbook.com reserves the right to
take any and all action, as it deems necessary or reasonable, to ensure
the security of the Sites and your account, including without
limitation terminating your account, changing your password, or
requesting additional information to authorize transactions on your
account. Notwithstanding the above, Showingbook.com may rely on the
authority of anyone accessing your account or using your password and
in no event and under no circumstances shall Showingbook.com be held
liable to you for any liabilities or damages resulting from or arising
out of (i) any action or inaction of Showingbook.com under this
provision, (ii) any compromise of the confidentiality of your account
or password and (iii) any unauthorized access to your account or use of
your password. Any unauthorized use of the Sites will terminate the
permission or license granted herein and may violate applicable law
including copyright laws, trademark laws (including trade dress), and
communications regulations and statutes. All violators will be
prosecuted to the fullest extent of the law.
Copyright Complaints
Showingbook.com respects the intellectual property of others. If you
believe that your work has been copied and has been posted, stored or
transmitted to the Sites in a way that constitutes copyright
infringement, please provide Showingbook.com' copyright agent the
following written information:
- An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest;
- A description of the copyrighted work that you claim has been infringed upon;
- A description of where the material that you claim is infringing is located on the Sites;
- Your address, telephone number, and e-mail 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.
Trademarks and Service Marks
The trademarks and service marks displayed on the Sites are registered
and unregistered trademarks of Showingbook.com and may not be copied,
imitated or used, in whole or in part, without the prior written
permission of Showingbook.com or, if applicable, its licensor. In
addition, Showingbook.com custom graphics, button icons, scripts, and
page headers are covered by trademark, trade dress, copyright or other
proprietary right law, and may not be copied, imitated, or used, in
whole or in part, without the prior written permission of Showingbook
Wireless. Showingbook.com trademarks, service marks, and trade dress
may not be used in any manner that is likely to cause confusion among
customers or in any manner that disparages or discredits Showingbook
Wireless. "Showingbook," the "Graphic Icon" design and all other Showingbook
marks and logos, and the Showingbook products and services described on
the Sites, are either trademarks, service marks, or registered
trademarks of Showingbook.com II LLC or its affiliates, and may not
be copied, imitated or used, in whole or in part, without the prior
written permission of Showingbook.com II LLC or its affiliates. All
other trademarks, service marks, registered trademarks, product and
service names, and company names or logos that appear on the Sites are
the property of their respective owners, who may or may not be
affiliated with, connected to, or sponsored by Showingbook.com. You
may not use any metatags or any other "hidden text" utilizing a
Showingbook.com name, trademark, or product name without Showingbook
Wireless' express written consent.
Third-Party Products and Services
Parties other than Showingbook.com offer and provide products and
services on or through the Sites. Except for Showingbook.com-branded
information, products or services that are specifically identified as
being supplied by Showingbook.com, Showingbook.com does not
operate, control, or endorse any information, products, or services on
the Sites or accessible through the Sites in any way. Except for
Showingbook.com-identified information and Showingbook.com-branded
products or services, all information, products, and services offered
through the Sites or Internet generally are offered by third parties
that are not affiliated with Showingbook.com. Showingbook.com is
not responsible for examining or evaluating, and Showingbook.com does
not warrant the offerings of, any of these businesses or individuals or
the content of their Web sites. Showingbook.com does not assume any
responsibility or liability for the actions, product, and content of
all these and any other third parties. You should carefully review
their privacy statements and other conditions of use.
Product and Service Descriptions and Pricing
Showingbook.com and third parties offering information, products, or
services on the Sites attempt to be as accurate as possible. However,
Showingbook.com does not warrant that information, product, and
service descriptions or other content of the Sites is accurate,
complete, reliable, current, or error-free. Despite our efforts, it is
possible due to computer or other error or cause that a product or
service offered on the Sites may be mispriced or contain an inaccuracy
in its description. In the event Showingbook.com determines that a
product or service is mispriced or contains an inaccurate description,
Showingbook.com reserves the right to take any action it deems
reasonable and necessary, in its sole discretion, to rectify the error,
including without limitation canceling your order. (This limitation
does not apply to residents of Puerto Rico.) You agree to notify
Showingbook.com immediately if you become aware of any pricing or
descriptive errors or inconsistencies with any products or services you
order through the Sites and comply with any corrective action taken by
Showingbook.com.
Linking
Links to the Sites. You are granted a limited, nonexclusive
right to create a hypertext link to the homepage of the Sites, provided
such link does not portray Showingbook.com or any of its products and
services in a false, misleading, derogatory, or otherwise defamatory
manner. You may not use a Showingbook or Showingbook.com logo or other
proprietary graphic or trademark of Showingbook or Showingbook.com to
link to the Sites without the express written permission of Showingbook
Wireless. This limited right may be revoked at any time.
Third-Party Links. Showingbook.com makes no claim or
representation regarding, and accepts no responsibility for, the
quality, content, nature, or reliability of third-party Web sites or
services accessible by hyperlink from the Sites, or third-party Web
sites linking to the Sites. Such linked Web sites are not under the
control of Showingbook.com and Showingbook.com is not responsible
for the content of any such linked Web site or any link contained in a
linked Web site, or any review, changes or updates to such Web sites.
Showingbook.com is providing these links to you only as a
convenience, and the inclusion of any link does not imply affiliation,
endorsement, or adoption by Showingbook.com of the Web site or any
information contained therein. When leaving the Showingbook.com
Sites, you should be aware that Showingbook.com' terms and policies
no longer govern, and, therefore, you should review the applicable
terms and policies, including privacy and data gathering practices, of
that Web site.
Submissions
You agree that any materials, including but not limited to questions,
comments, suggestions, ideas, plans, notes, drawings, original or
creative materials, or other information, provided by you in the form
of e-mail or submissions to Showingbook.com, or postings to or on the
Sites, are non-confidential (provided that personal information
provided on non-public areas of the Sites is subject to Showingbook
Wireless' Privacy Policy)
and you grant Showingbook.com a nonexclusive, royalty-free,
perpetual, irrevocable, and fully sublicensable right to use,
reproduce, modify, adapt, publish, translate, create derivative works
from, distribute, and display such materials throughout the world in
any media now known or hereafter developed with or without
acknowledgment to you in Showingbook.com' sole discretion and without
compensation to you. You also grant to Showingbook.com 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 Showingbook.com for any alleged or actual
infringement or misappropriation of any proprietary right in your
submitted materials and that the submission of any such materials to
Showingbook.com, including the posting of materials to any forum or
interactive area on the Sites, irrevocably waives any and all "moral
rights" in such materials, including the rights of paternity and
integrity. You represent and warrant that you own or otherwise control
all of the rights to the material that you post; that the material is
accurate; that use of the material you supply does not violate this
Agreement and will not cause injury to any person or entity; and that
you will indemnify Showingbook.com for all claims resulting from
material you supply.
Export Restrictions
Any software and all underlying information and technology downloaded
from the Sites (collectively the "Software") by you may be subject to
U.S. export controls, including the Export Administration Act (50
U.S.C. Appx. §§ 2401 et seq.) and the Export Administration Regulations
("EAR", 50 C.F.R. Parts 730-774), and may be subject to export or
import regulations in other countries. You are responsible for
complying with all trade regulations and laws both foreign and
domestic. Except as authorized by law, you agree and warrant not to
export or re-export the Software to any county, or to any person,
entity, or end-user subject to U.S. export controls, including without
limitation persons or entities listed on the U.S. Department of
Commerce Bureau of Export Administration's Denied Parties List and the
U.S. Department of Treasury's Specially Designated Nationals. You
further represent and warrant that no U.S. federal agency has
suspended, revoked, or denied your export privileges.
Financial Material Disclosure
Forward-Looking Statements. The Sites, and any documents issued
by Showingbook.com and available through the Sites, may contain
statements which constitute forward-looking statements within the
meaning of the U.S. Private Securities Litigation Reform Act of 1995.
Those statements can be identified by the use of words such as
"believe," "expect," "plan," "may," "will," "should," "anticipate" or
similar statements or the negative of these words. Forward-looking
statements include statements made as to future operations, costs,
capital expenditures, cash flow, improvements in infrastructure,
distribution, and replenishment systems and operating efficiencies,
sales and earnings estimates, or trends and expansion plans and
projections. These forward-looking statements are based on our current
expectations. Known and unknown internal and external risks and
uncertainties may cause the actual results to be materially different
from those expressed in or implied by the forward-looking statements.
The information contained in the most recent Showingbook.com Annual
Reports to stockholders, including information contained under the
section captioned "Management's Discussion and Analysis," as well as
other information included under the caption "Risk Factors" and/or in
other Showingbook.com filings with the Securities and Exchange
Commission, identifies important factors that could cause actual
results to differ from those contemplated by forward-looking
statements. Showingbook.com undertakes no obligation to update
forward-looking statements to reflect events or circumstances that
occur after the date the statements were made.
Press Releases. The information contained within press releases
issued by Showingbook.com should not be deemed accurate or current
except as of the date the release was posted. Showingbook.com has no
intention of updating, and specifically disclaims any duty to update,
the information in the press releases. To the extent any information
therein is forward-looking, it is intended to fit within the safe
harbor for forward-looking statements, and is subject to material risk.
Web Casts/Calls. From time to time, Showingbook.com may
provide earnings or other financial information to the public via Web
casts or telephone conference call. Unauthorized recording or
downloading of these events is not permitted. Any rebroadcast or re-Web
cast of these events is prohibited without the express prior consent of
Showingbook.com. Information provided is only accurate as of the date
of the event.
Third-Party Financial Information. Showingbook.com may provide
links to third-party Web sites or services that contain financial or
investment information about Showingbook.com. Access to such Web
sites and the information contained therein is provided as service to
those interested in the information. Showingbook.com neither
regularly monitors nor has control over the content of third parties'
statements or Web sites. Accordingly, Showingbook.com does not
endorse or adopt these Web sites or any information contained therein,
including, without limitation, analyst's reports and stock quotes.
Showingbook.com makes no representations or warranties whatsoever
regarding the accuracy or completeness of the content, information, or
opinions of third-party Web sites or other third-party information that
is identified on the Sites. Users visit these Web sites and use the
information contained therein at their own risk.
Disclaimers
"AS IS" AND "AS AVAILABLE" BASIS. THE SITES AND THE MATERIALS
CONTAINED THEREIN ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS
WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, AS TO THE
OPERATION OF THE SITES OR THE INFORMATION, CONTENT, MATERIALS, PRODUCTS
OR SERVICES INCLUDED ON THE SITES. YOU EXPRESSLY AGREE THAT USE OF THE
SITES, INCLUDING ALL CONTENT, DATA OR SOFTWARE DISTRIBUTED BY,
DOWNLOADED OR ACCESSED FROM OR THROUGH THE SITES, IS AT YOUR SOLE RISK
AND RESPONSIBILITY.
WARRANTY DISCLAIMER. Showingbook.com DISCLAIMS ALL
WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED
WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE,
AND NON-INFRINGEMENT AS TO THE INFORMATION, MATERIALS, CONTENT,
SERVICES AND PRODUCTS ON THE SITES. Showingbook.com DOES NOT
REPRESENT OR WARRANT THAT MATERIALS IN THE SITES ARE ACCURATE,
COMPLETE, RELIABLE, CURRENT, ERROR-FREE, SUBJECT TO CORRECTION OR THAT
ANY SUCH MATERIALS AVAILABLE FOR DOWNLOAD FROM THE SITES ARE FREE OF
INFECTION OR VIRUSES, WORMS, TROJAN HORSES, OR OTHER CODE THAT
MANIFESTS CONTAMINATING OR DESTRUCTIVE PROPERTIES. Showingbook.com IS
NOT RESPONSIBLE FOR TYPOGRAPHICAL ERRORS OR OMISSIONS RELATING TO
PRICING, TEXT, OR PHOTOGRAPHY. WHILE Showingbook.com ATTEMPTS TO
ENSURE YOUR ACCESS AND USE OF THE SITES IS SAFE, Showingbook.com
CANNOT AND DOES NOT REPRESENT OR WARRANT THAT THE SITES OR ITS
SERVER(S) WILL BE ERROR-FREE, UNINTERRUPTED, FREE FROM UNAUTHORIZED
ACCESS (INCLUDING THIRD-PARTY HACKERS OR DENIAL OF SERVICE ATTACKS) OR
OTHERWISE MEET CUSTOMER'S REQUIREMENTS.
Showingbook.com reserves the right to change any and all content
contained on the Sites at any time without notice. Reference to any
products, services, processes, or other information, by trade name,
trademark, manufacturer, supplier, or otherwise does not constitute or
imply endorsement, sponsorship or recommendation thereof by Showingbook
Wireless.
YOUR RESPONSIBILITY AND RISK. It is solely your responsibility
to evaluate the accuracy, completeness, and usefulness of all opinions,
advice, services, merchandise, and other information provided on or
through the Sites or on the Internet generally. The Internet contains
unedited materials, some of which are sexually explicit or may be
offensive to you. You access such materials at your risk. Showingbook
Wireless has no control over and accepts no responsibility whatsoever
for such materials.
Enforcement
Showingbook.com reserves the right but does not assume the obligation
to strictly enforce this Agreement, including without limitation by
issuing warnings, suspension, or termination of service, and/or
removal, screening, or editing of posted message, data, information,
text or other material ("Content"), self help and active investigation,
litigation and prosecution in any court or appropriate venue. Showingbook
Wireless may access, use, and disclose transaction information and
Content to comply with the law (e.g., a lawful subpoena); enforce or
apply our customer agreements; to initiate, render, bill, and collect
for services; to protect our rights or property, or to protect users of
those services and other carriers from fraudulent, abusive, or unlawful
use of, or subscription to, such services. INDIRECT OR ATTEMPTED
VIOLATIONS OF THIS AGREEMENT OR ANY RELATED POLICY, AND ACTUAL OR
ATTEMPTED VIOLATIONS BY A THIRD PARTY ON BEHALF OF A Showingbook.com
CUSTOMER, SHALL BE CONSIDERED VIOLATIONS OF THIS AGREEMENT BY SUCH
CUSTOMER.
Limitation of Liability
IN NO EVENT SHALL Showingbook.com BE LIABLE FOR ANY DIRECT, SPECIAL,
INDIRECT OR CONSEQUENTIAL DAMAGES, OR ANY OTHER DAMAGES OF ANY KIND,
INCLUDING BUT NOT LIMITED TO, LOSS OF USE, LOSS OF PROFITS, OR LOSS OF
DATA, WHETHER IN AN ACTION IN CONTRACT, TORT (INCLUDING BUT NOT LIMITED
TO NEGLIGENCE), OR OTHERWISE, ARISING OUT OF OR IN ANY WAY CONNECTED
WITH (I) THE USE OR INABILITY TO USE THE SITES OR THE CONTENT,
MATERIALS, INFORMATION OR TRANSACTIONS PROVIDED ON OR THROUGH THE
SITES, OR (II) ANY CLAIM ATTRIBUTABLE TO ERRORS, OMISSIONS, OR OTHER
INACCURACIES IN THE SITES OR THE CONTENT, MATERIALS, INFORMATION,
PRODUCTS, OR SERVICES ON OR AVAILABLE THROUGH THE SITES, EVEN IF
Showingbook.com OR ITS AUTHORIZED REPRESENTATIVES HAVE BEEN ADVISED
OF THE POSSIBILITY OF SUCH DAMAGES.
IN NO EVENT SHALL THE AGGREGATE LIABILITY OF Showingbook.com (WHETHER
IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE WHETHER ACTIVE,
PASSIVE, OR IMPUTED), PRODUCT LIABILITY, STRICT LIABILITY, OR OTHER
THEORY), ARISING OUT OF OR RELATING TO THE USE OF Showingbook.com'
SITES, EXCEED $5.00 OR THE COMPENSATION YOU PAID Showingbook.com,
WHICHEVER IS LESS.
Certain state laws do not allow limitations on implied warranties, or
the exclusion or limitation of certain damages. If these laws apply,
some or all of the above disclaimers, exclusions, or limitations, may
not apply to you, and you may have additional rights to those contained
herein. In such states, Showingbook.com' liability is limited to the
greatest extent permitted by law.
Indemnification
You agree to indemnify, defend, and hold harmless Showingbook.com,
its officers, directors, employees, agents, licensors, suppliers, and
any third-party information providers to the Sites from and against all
losses, expenses, damages, and costs, including reasonable attorneys'
fees, resulting from any violation of this Agreement by you, or your
violation of any rights of a third party.
Third-Party Rights
Notwithstanding any of these terms and conditions, this Agreement may
be terminated by either party without notice at any time for any
reason; provided that you may no longer access or use the Sites after
this Agreement has been terminated. The provisions of the paragraphs
entitled Copyright, Trademarks and Service Marks, Third-Party Content,
Submissions, Export Restrictions, Disclaimers, Limitation of Liability,
Indemnification, Third-Party Rights, Applicable Law, Venue and
Limitation of Actions, Termination, Severability, Enforceability and
Admissibility, and Miscellaneous shall survive any termination of this
Agreement.
Severability
If any provision of this Agreement shall be deemed unlawful, void, or
for any reason unenforceable, then that provision shall be deemed
severable from these terms and conditions and shall not affect the
validity and enforceability of any remaining provisions.
Enforceability and Admissibility
This electronic document and any other electronic documents, policies,
and guidelines incorporated herein will be: (a) deemed for all purposes
to be a "writing" or "in writing," and to comply with all statutory,
contractual, and other legal requirements for a writing; (b) legally
enforceable as a signed writing as against the parties subject to the
electronic documents; and (c) deemed an "original" when printed from
electronic records established and maintained in the ordinary course of
business. Electronic documents introduced as evidence in any judicial,
arbitration, mediation, or administrative proceeding will, if
established and maintained in the ordinary course of business, be
admissible to the same extent as business records in written form that
are similarly established and maintained.
Miscellaneous
Showingbook.com' 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. Showingbook.com may assign its rights and duties under
this Agreement to any party at any time without notice to you.
In order to protect Showingbook and its customers from fraudulent
activity, we limit the number of phones and services that may be
ordered online by a single individual or entity. Showingbook reserves the
right to further limit quantities or to cancel or reject orders in its
sole discretion.
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