The “CyraCom Web site” is the interactive online service operated by CyraCom International, Inc. (CyraCom) on the World Wide Web of the Internet, consisting of information services and content provided by CyraCom, affiliates of CyraCom and other third parties. “Visitor” means each person who establishes or accesses a connection (“Account”) for access to and use of the CyraCom Web site.
(A) This Agreement, which incorporates by reference other provisions applicable to use of the CyraCom Web site, including, but not limited to, supplemental terms and conditions set forth in paragraph 14 hereof (“Supplemental Terms”) governing the use of certain specific material contained in the CyraCom Web site, sets forth the terms and conditions that apply to use of CyraCom Web site. By using the CyraCom Web site (other than to read this Agreement for the first time), Visitor agrees to comply with all of the terms and conditions hereof. The right to use the CyraCom Web site is personal to Visitor and is not transferable to any other person or entity. Visitor is responsible for all use of Visitor’s Account (under any screen name or password) and for ensuring that all use of Visitor’s Account complies fully with the provisions of this Agreement. Visitor shall be responsible for protecting the confidentiality of Visitor’s password(s), if any.
(B) CyraCom shall have the right at any time to change or discontinue any aspect or feature of the CyraCom Web site, including, but not limited to, content, hours of availability, and equipment needed for access or use.
3. CHANGED TERMS
CyraCom shall have the right at any time to change or modify the terms and conditions applicable to Visitor’s use of the CyraCom Web site, or any part thereof, or to impose new conditions, including, but not limited to, adding fees and charges for use. Such changes, modifications, additions or deletions shall be effective immediately upon notice thereof, which may be given by means including, but not limited to, posting on the CyraCom Web site, or by electronic or conventional mail, or by any other means by which Visitor obtains notice thereof. Any use of the CyraCom Web site by Visitor after such notice shall be deemed to constitute acceptance by Visitor of such changes, modifications or additions.
Visitor shall be responsible for obtaining and maintaining all telephone, computer hardware and other equipment needed for access to and use of the CyraCom Web site and all charges related thereto.
5. VISITOR CONDUCT
(A) Visitor shall use the CyraCom Web site for lawful purposes only. Visitor shall not post or transmit through the CyraCom Web site any material which violates or infringes in any way upon the rights of others, which is unlawful, threatening, abusive, defamatory, invasive of privacy or publicity rights, vulgar, obscene, profane or otherwise objectionable, which encourages conduct that would constitute a criminal offense, give rise to civil liability or otherwise violate any law, or which, without CyraCom’s express prior approval, contains advertising or any solicitation with respect to products or services. Any conduct by a Visitor that in CyraCom’s discretion restricts or inhibits any other Visitor from using or enjoying the CyraCom Web site will not be permitted. Visitor shall not use the CyraCom Web site to advertise or perform any commercial solicitation, including, but not limited to, the solicitation of users to become visitors of other online information services competitive with the CyraCom Web site.
(B) CyraCom Web site contains copyrighted material, trademarks and other proprietary information, including, but not limited to, text, software, photos, video, graphics, music and sound, and the entire contents of the CyraCom Web site are copyrighted as a collective work under the United States copyright laws. CyraCom owns a copyright in the selection, coordination, arrangement and enhancement of such content, as well as in the content original to it. Visitor may not modify, publish, transmit, participate in the transfer or sale, create derivative works, or in any way exploit, any of the content, in whole or in part. Visitor may download copyrighted material for Visitor’s personal use only. Except as otherwise expressly permitted under copyright law, no copying, redistribution, retransmission, publication or commercial exploitation of downloaded material will be permitted without the express permission of CyraCom and the copyright owner. In the event of any permitted copying, redistribution or publication of copyrighted material, no changes in or deletion of author attribution, trademark legend or copyright notice shall be made. Visitor acknowledges that it does not acquire any ownership rights by downloading copyrighted material.
(C) Visitor shall not upload, post or otherwise make available on the CyraCom Web site any material protected by copyright, trademark or other proprietary right without the express permission of the owner of the copyright, trademark or other proprietary right and the burden of determining that any material is not protected by copyright rests with Visitor. Visitor shall be solely liable for any damage resulting from any infringement of copyrights, proprietary rights, or any other harm resulting from such a submission. By submitting material to any public area of the CyraCom Web site, Visitor automatically grants, or warrants that the owner of such material has expressly granted CyraCom the royalty-free, perpetual, irrevocable, non-exclusive right and license to use, reproduce, modify, adapt, publish, translate and distribute such material (in whole or in part) worldwide and/or to incorporate it in other works in any form, media or technology now known or hereafter developed for the full term of any copyright that may exist in such material. Visitor also permits any other Visitor to access, view, store or reproduce the material for that Visitor’s personal use. Visitor hereby grants CyraCom the right to edit, copy, publish and distribute any material made available on the CyraCom Web site by Visitor.
(D) The foregoing provisions of Section 5 are for the benefit of CyraCom, its subsidiaries, affiliates and its third party content providers and licensors and each shall have the right to assert and enforce such provisions directly or on its own behalf.
6. DISCLAIMER OF WARRANTY; LIMITATION OF LIABILITY
(A) SUBSCRIBER EXPRESSLY AGREES THAT USE OF CyraCom Web site IS AT SUBSCRIBER’S SOLE RISK. NEITHER CyraCom, ITS AFFILIATES NOR ANY OF THEIR RESPECTIVE EMPLOYEES, AGENTS, THIRD PARTY CONTENT PROVIDERS OR LICENSORS WARRANT THAT CyraCom Web site WILL BE UNINTERRUPTED OR ERROR FREE; NOR DO THEY MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF CyraCom Web site, OR AS TO THE ACCURACY, RELIABILITY OR CONTENT OF ANY INFORMATION, SERVICE, OR MERCHANDISE PROVIDED THROUGH CyraCom Web site.
(B) CyraCom Web site IS PROVIDED ON AN “AS IS” BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF TITLE OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OTHER THAN THOSE WARRANTIES WHICH ARE IMPLIED BY AND INCAPABLE OF EXCLUSION, RESTRICTION OR MODIFICATION UNDER THE LAWS APPLICABLE TO THIS AGREEMENT.
(C) THIS DISCLAIMER OF LIABILITY APPLIES TO ANY DAMAGES OR INJURY CAUSED BY ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS, COMMUNICATION LINE FAILURE, THEFT OR DESTRUCTION OR UNAUTHORIZED ACCESS TO, ALTERATION OF, OR USE OF RECORD, WHETHER FOR BREACH OF CONTRACT, TORTIOUS BEHAVIOR, NEGLIGENCE, OR UNDER ANY OTHER CAUSE OF ACTION. SUBSCRIBER SPECIFICALLY ACKNOWLEDGES THAT CyraCom IS NOT LIABLE FOR THE DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT OF OTHER SUBSCRIBERS OR THIRD-PARTIES AND THAT THE RISK OF INJURY FROM THE FOREGOING RESTS ENTIRELY WITH SUBSCRIBER.
(D) IN NO EVENT WILL CyraCom, OR ANY PERSON OR ENTITY INVOLVED IN CREATING, PRODUCING OR DISTRIBUTING CyraCom Web site OR THE CyraCom Web site SOFTWARE, BE LIABLE FOR ANY DAMAGES, INCLUDING, WITHOUT LIMITATION, DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES ARISING OUT OF THE USE OF OR INABILITY TO USE CyraCom Web site. SUBSCRIBER HEREBY ACKNOWLEDGES THAT THE PROVISIONS OF THIS SECTION SHALL APPLY TO ALL CONTENT ON CyraCom Web site.
(E) IN ADDITION TO THE TERMS SET FORTH ABOVE NEITHER, CyraCom, NOR ITS AFFILIATES, INFORMATION PROVIDERS OR CONTENT PARTNERS SHALL BE LIABLE REGARDLESS OF THE CAUSE OR DURATION, FOR ANY ERRORS, INACCURACIES, OMISSIONS, OR OTHER DEFECTS IN, OR UNTIMELINESS OR UNAUTHENTICITY OF, THE INFORMATION CONTAINED WITHIN CyraCom Web site, OR FOR ANY DELAY OR INTERRUPTION IN THE TRANSMISSION THEREOF TO THE USER, OR FOR ANY CLAIMS OR LOSSES ARISING THEREFROM OR OCCASIONED THEREBY. NONE OF THE FOREGOING PARTIES SHALL BE LIABLE FOR ANY THIRD-PARTY CLAIMS OR LOSSES OF ANY NATURE, INCLUDING, BUT NOT LIMITED TO, LOST PROFITS, PUNITIVE OR CONSEQUENTIAL DAMAGES. PRIOR TO THE EXECUTION OF A STOCK TRADE, SUBSCRIBERS ARE ADVISED TO CONSULT WITH YOUR BROKER OR OTHER FINANCIAL REPRESENTATIVE TO VERIFY PRICING OR OTHER INFORMATION. CyraCom, ITS AFFILIATES, INFORMATION PROVIDERS OR CONTENT PARTNERS SHALL HAVE NO LIABILITY FOR INVESTMENT DECISIONS BASED ON THE INFORMATION PROVIDED. NEITHER, CyraCom, NOR ITS AFFILIATES, INFORMATION PROVIDERS OR CONTENT PARTNERS WARRANT OR GUARANTEE THE TIMELINESS, SEQUENCE, ACCURACY OR COMPLETENESS OF THIS INFORMATION. ADDITIONALLY, THERE ARE NO WARRANTIES AS TO THE RESULTS OBTAINED FROM THE USE OF THE INFORMATION.
CyraCom shall have the right, but not the obligation, to monitor the content of CyraCom Web site, including chat rooms and forums, to determine compliance with this Agreement and any operating rules established by CyraCom and to satisfy any law, regulation or authorized government request. CyraCom shall have the right in its sole discretion to edit, refuse to post or remove any material submitted to or posted on CyraCom Web site. Without limiting the foregoing, CyraCom shall have the right to remove any material that CyraCom, in its sole discretion, finds to be in violation of the provisions hereof or otherwise objectionable.
Visitor agrees to defend, indemnify and hold harmless CyraCom, its affiliates and their respective directors, officers, employees and agents from and against all claims and expenses, including attorneys’ fees, arising out of the use of CyraCom Web site by Visitor or Visitor’s Account.
Either CyraCom or Visitor may terminate this Agreement at any time. Without limiting the foregoing, CyraCom shall have the right to immediately terminate Visitor’s Account in the event of any conduct by Visitor which CyraCom, in its sole discretion, considers to be unacceptable, or in the event of any breach by Subscriber of this Agreement. The provisions of Sections 5(B), 5(C), 5(D), 6, 8, 10 and this Section 9 shall survive termination of this Agreement.
CyraCom, CyraCom Web site and each of their logos are trademarks of CyraCom International, Inc. All rights reserved. All other trademarks appearing on CyraCom Web site are the property of their respective owners.
11. THIRD PARTY CONTENT
CyraCom is a distributor (and not a publisher) of content supplied by third parties and Visitors. Accordingly, CyraCom has no more editorial control over such content than does a public library, bookstore, or newsstand. Any opinions, advice, statements, services, offers, or other information or content expressed or made available by third parties, including information providers, Visitors or any other user of CyraCom Web site, are those of the respective author(s) or distributor(s) and not of CyraCom. Neither CyraCom nor any third-party provider of information guarantees the accuracy, completeness, or usefulness of any content, nor its merchantability or fitness for any particular purpose. (Refer to Section 6 above for the complete provisions governing limitation of liabilities and disclaimers of warranty.)
In many instances, the content available through the CyraCom Web site represents the opinions and judgments of the respective information provider, Visitor, or other user not under contract with CyraCom. CyraCom neither endorses nor is responsible for the accuracy or reliability of any opinion, advice or statement made on the CyraCom Web site by anyone other than authorized CyraCom employee spokespersons while acting in their official capacities. Under no circumstances will CyraCom be liable for any loss or damage caused by a Visitor’s reliance on information obtained through the CyraCom Web site. It is the responsibility of Visitor to evaluate the accuracy, completeness or usefulness of any information, opinion, advice or other content available through CyraCom Web site. Please seek the advice of professionals, as appropriate, regarding the evaluation of any specific information, opinion, advice or other content.
This Agreement and any operating rules for the CyraCom Web site established by CyraCom constitute the entire agreement of the parties with respect to the subject matter hereof, and supersede all previous written or oral agreements between the parties with respect to such subject matter. This Agreement shall be construed in accordance with the laws of the State of Arizona, without regard to its conflict of laws rules. No waiver by either party of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default. The section headings used herein are for convenience only and shall not be given any legal import.
13. COPYRIGHTS AND COPYRIGHT AGENT
CyraCom respects the rights of all copyright holders and in this regard, CyraCom has adopted and implemented a policy that provides for the termination in appropriate circumstances of subscribers and account holders who infringe the rights of copyright holders. If you believe that your work has been copied in a way that constitutes copyright infringement, please provide CyraCom’s Copyright Agent the following information required by the Online Copyright Infringement Liability Limitation Act of the Digital Millennium Copyright Act, 17 U.S.C. 512:
A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
Identification of the copyright work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site;
Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material;
Information reasonably sufficient to permit us to contact the complaining party;
A statement that the complaining party has a good-faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
A statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
CyraCom’s Copyright Agent for notice of claims of copyright infringement on or regarding this site can be reached as follows:
Director of Marketing
CyraCom International, Inc.
2650 E. Elvira Rd.
Tucson, AZ 85756
14. SUPPLEMENTAL TERMS