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Terms Of Service

ONLINE DIRECTORY ACCESS AND ONLINE SERVICES LICENSE
FOR SINGLE-USER USE ONLY

Terms and Conditions
The following terms and conditions govern your access to and use of the CARDPRICER.COM (CP) proprietary directory (the "Materials") and Online Services (the "Online Services"):

1. SCOPE OF LICENSE GRANT
1.1 Single Copy Subscription Access: You ("User") are hereby granted a nonexclusive, nontransferable, limited license ("Subscription Access") to access and use the Materials and Online Services made available to you on this Web site by CP, for purposes related to research and information gathering. Your right to use this site is personal to you and you may not sub-license, transfer, sell or assign these rights to any third party without our approval. Any attempt to do so will be void. This Subscription Access is a single copy license, and permits an individual subscriber to access and use the Materials and Online Services from any computer terminal or PDA or their choice. User agrees to maintain no more than one (1) concurrent online session per subscription purchased, and is therefore prohibited from accessing either the Materials or Online Services via a dual-modem connection (multilink). The materials (including directories, lists, names, data, text, graphics, photographs, software, code and scripts) provided on this Web site are copyrighted, and unauthorized use of any of these materials and/or Online Services may violate copyright and/or other laws, including the 'Digital Millennium Copyright Act.' This Subscription Access includes, to the extent permitted by applicable law, the right to obtain a printout of Materials of the Online Services and to create a single printout of Materials via commands of the User Browser application. User shall be responsible for providing, at its own expense, all communications lines, hardware, software, Online Services and other materials and technology necessary for it to access the Materials and/or Online Services. CP shall have no responsibility for any failure of such items or any failure or limitation of the Internet or other computer hardware or software. Only individual subscribers or those authorized by their subscribing organization may access and use the Materials and/or Online Services. Additional Materials may be added to or withdrawn from the Online Services, and may be otherwise changed without notice.
1.2 Access and Use Restrictions: Except as specifically provided in Section 1.1, User is prohibited from downloading, storing, reproducing, transmitting, displaying, copying, distributing, selling, renting or using the Materials unless otherwise noted and except as specifically provided herein, User may not access or use the Materials or Online Services in any fashion that infringes the copyrights or proprietary interests therein. User may not remove or obscure the copyright notice or other notices posted in conjunction with the Materials, nor modify the Materials in any manner. User may not distribute, sublicense, assign or transfer any rights to use the Materials, either in whole or part, to any third party. User may not decompile, disassemble, reverse engineer or otherwise manipulate any software, code, applets, images, photographs, or scripts in order to derive any source code. "Mirroring" or making available any portion of this Web site by another server is strictly prohibited. User may not decompile, disassemble, rent, lease, loan, sell, sublicense, or create derivative works from the Materials. User may not use any network monitoring or discovery software to determine the site architecture, or extract information about usage or users. User may not use any software robot, spider, electronic agent, other automatic device or manual process to monitor or copy this Web Site or the Materials without CP's prior written permission. User may not use or otherwise export or re-export the Web Site, Materials or Online Services in violation of the export control laws and regulations of the United States of America.
1.3 Passwords: CP will provide User with the ability to assign one user ID and password to enable User to access certain or all portions of the Materials, depending upon the subscription selected. User shall be solely responsible for the confidentiality and use of such user IDs and passwords. User shall immediately notify CP if it becomes aware of any loss or theft of a password or any unauthorized use of a password, user ID, or of the Materials. User shall not use any password or other means to attempt to access portions of the Materials or Online Services for which CP has not issued User a password. CP may de-activate any password at any time at its sole and unfettered discretion.

2. OWNERSHIP OF PROPRIETARY RIGHTS The Materials made available by CP in connection with this Subscription Access, together with all modifications, and revisions thereto and all copyrights, trademarks, patents, trade secrets, lists, software, text, images and other intellectual and proprietary rights, title and interest relating thereto, shall at all times be and remain the property of CP. The provisions of this clause shall survive the termination of this Agreement.

3. CONFIDENTIAL INFORMATION
3.1 Definition: "Confidential Information" shall mean any confidential or other proprietary information disclosed by CP to the User hereunder, including, but not limited to, directories, lists, reports, analysis, pricing, Online Services plans, specifications, manuals, training materials, brochures, software designs and code, user names, passwords, materials, documents, and other business or technical information.
3.2 Restrictions: User agrees (a) not to disclose, directly or indirectly, to any third party any portion of the Confidential Information without the prior written consent of CP; (b) to take reasonably necessary precautions to protect the confidentiality of the Confidential Information received hereunder and exercise at least the same degree of care in safeguarding the Confidential Information as the User would with its own confidential information; and (c) promptly advise CP in writing upon learning of any unauthorized use or disclosure of the Confidential Information.

4. DISCLAIMER OF WARRANTIES, LIMITATION OF LIABILITY AND INDEMNIFICATION
4.1 THE MATERIALS AND ONLINE SERVICES ARE PROVIDED "AS IS," WITH NO WARRANTIES WHATSOEVER. CP HEREBY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT SHALL CP BE LIABLE, EXCEPT FOR WILLFUL ACTS, FOR ANY DAMAGES TO USER OR ANY OTHER PARTY WHATSOEVER, INCLUDING, WITHOUT LIMITATION, CONSEQUENTIAL, INCIDENTAL OR SPECIAL DAMAGES OR DAMAGES FOR LOST PROFITS OR LOSSES RESULTING FROM BUSINESS INTERRUPTION OR LOSS OF DATA, REGARDLESS OF THE FORM OF ACTION OR LEGAL THEORY UNDER WHICH THE LIABILITY MAY BE ASSERTED, EVEN IF ADVISED OF THE POSSIBILITY OR LIKELIHOOD OF SUCH DAMAGES.
4.2 User agrees to indemnify, defend and hold harmless, CP, its affiliates, and their respective officers, directors, employees, agents, licensors, representatives, and third party providers to this Web site from and against all losses, expenses, damages and costs, including reasonable attorneys' fees, resulting from any violation of this Agreement by User.

5. TERM The Initial Term of this Agreement shall be as stated in the Order ("Initial Term"). The Initial Term shall begin upon commencement of Online Services to User, provided, however, no Online Services shall commence unless and until CP receives and accepts a completed Order from User, plus payment in full for Online Services to be rendered during the Initial Term. CP reserves the right to reject any submitted Order for any or no reason prior to written acceptance thereof by CP. After the Initial Term, unless otherwise agreed to by the parties, this Agreement shall automatically renew for successive terms of equal length as the Initial Term unless terminated or cancelled by either party only as provided in Paragraph 6 below. The Initial Term plus all successive renewal periods during which Online Services is provided shall be collectively referred to as the "Term."

6. NOTICE User may cancel their subscription at any time. It is incumbent upon the User to provide all necessary details when cancelling. Cancellations are effective immediately, however User will be able to access the Materials and Online Services for the remainder of the current billing Term. All notices must be sent either in writing or by email, except as otherwise expressly provided herein that a notice must be in writing. All notices to CP shall be delivered to its address stated above or its email address as provided. All notices to the Customer shall be delivered to its mailing address or its email address as provided on the Order. The parties may change their respective address by notice delivered to the other party. All notices delivered in writing must be sent either by overnight courier or certified mail, return receipt requested. Evidence of successful transmission of all notices delivered by email must be retained by the delivering party.

7. MISCELLANEOUS If User breaches any term or condition of this Subscription Access, CP may, in addition to any other remedies available at law or equity, deny User access to the Materials and Online Services, as well as to any other Web sites owned and/or operated by CP. In the event that any term or condition of this Subscription Access shall, in whole or in part, be determined to be invalid, unenforceable or void for any reason, such determination shall only affect the portion of such term or condition determined to be invalid, unenforceable or void, and shall not in any way affect the remaining terms and conditions herein. Any waiver, modification, or amendment of any term or condition of this license will be effective only if in writing and signed by CP and User. These terms and conditions (and any modifications thereto) constitute the entire agreement between CP and User with regard to the subject matter hereof, and supersede all prior understandings and agreements, whether written or oral, as to such subject matter. Nothing contained in these terms and conditions shall be deemed to constitute either party as the agent or representative of the other party, or both parties as joint ventures or partners for any purpose.

 
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