WiredVines TERMS OF SERVICE

1. ACCEPTANCE OF TERMS OF SERVICE. WiredVines provides the on-line services (the "Service") to you on the condition that you accept these Terms of Service ("TOS"), which may be modified by us at any time without prior notice to you. THE SERVICE IS PROVIDED TO INDIVIDUALS WHO ARE AT LEAST 18 YEARS OLD OR MINORS THIRTEEN YEARS OF AGE OR OLDER WHO HAVE PARENTAL CONSENT TO BE A MEMBER. BY CLICKING THE "I ACCEPT" BUTTON AND COMPLETING THE REGISTRATION PROCESS, YOU ARE STATING THAT YOU ARE ELIGIBLE FOR MEMBERSHIP AND THAT YOU AGREE TO BE BOUND BY ALL OF THE TOS. Any new or enhanced features of the current Service will be subject to the TOS. You will be bound by any changes to the TOS unless you promptly discontinue use of the Service. By continuing to use of the Service, you will be deemed to accept and agree to such changes.

2. REGISTRATION OBLIGATIONS. You agree that all information you provide on the Service Registration Form (the "Registration Data’) is accurate, complete and current information. You also agree to promptly update the Registration Data to assure that it is accurate, complete and current information about you or your organization, as the case may be. If WiredVines has reasonable grounds to believe that any of the Registration Data is inaccurate, incomplete or not current, we may suspend or terminate your use of the Service.

3. WiredVines PRIVACY POLICY. Pursuant to WiredVines' Privacy Statement, we will not disclose any personally identifying information unless specifically authorized by you or in our good faith belief that such action is reasonably necessary to comply with the law or legal process, to enforce the TOS, or as otherwise set forth in our Privacy Statement. Our Privacy Statement is made a part of the TOS.

4. OWNERSHIP AND PROTECTION OF PROPRIETARY RIGHTS. You acknowledge and agree that the Service, all necessary software used in connection with the Service (the "Software"), and all copyrights, patents, trade secrets, and other intellectual property rights in and to the Service and the Software are owned by WiredVines, and you obtain no right, title, or interest therein except the right to use the Service as set forth in the TOS. You will not reverse engineer, decompile or disassemble any part of the Service or Software or permit any other person to do so. Except as expressly authorized by WiredVines, you agree not to reproduce, duplicate, copy, sell, resell or exploit any portion of the Service or Software, use of the Service or Software, or access to the Service or Software. You agree not to modify, rent, lease, loan, sell, distribute or create derivative works based on the Service or the Software, in whole or in part. You further agree not to use the Service on a personal computer to which is attached a device that would permit the making of electronic copies or digital copies of the source code or object code of the Software, or any portion thereof. You hereby assign to us all copyrights and other proprietary rights in and to any derivative work of the Service or Software you create in violation of the TOS. This paragraph will survive any termination of the Service or your WiredVines account.

5. GRANT OF LICENSE. WiredVines grants you a personal, non-transferable and non-exclusive limited license to access and use the Service and the Software on a single user personal computer; provided that you do not (and do not allow others) to copy, modify, create a derivative work of, reverse engineer, decompile, disassemble or otherwise attempt to discover any source code, or sell, assign, sublicense, grant a security interest in or otherwise transfer any right in the Service or the Software. You agree not to modify the Software in any manner or form, or to use modified versions of the Software, including (without limitation) for the purpose of obtaining unauthorized access to the Service. You agree not to access the Service by any means other than through the interface that is provided by WiredVines.

6. MEMBER RESPONSIBILITY FOR CONTENT. WiredVines does not control or pre-screen the information, data, text, software, sound, music, photographs, video, graphics, messages or other materials (the "Content") publicly posted or privately transmitted using the Service. The person from whom the Content originated, and not WiredVines, is entirely responsible for all Content that is transmitted, uploaded, posted, published, distributed, or otherwise disseminated using the Service. WiredVines does not guarantee the accuracy or quality of the Content. You understand that you may be exposed to Content that is offensive, indecent or objectionable when you use the Service. WiredVines may, in our sole discretion, delete any Content that violates the TOS or is otherwise offensive, indecent, objectionable, or unlawful.

You agree to adhere to all applicable local, state, national and international laws and regulations and are solely responsible and assume the entire risk for all acts or omissions that occur on your WiredVines Site or under your account, including the content of your transmissions using the Service. By way of example, and without limitation, you agree to not use the Service to:

     (a) Harm, threaten, abuse, harass, defame, libel, stalk, harass or otherwise violate the legal rights of others, including but not limited to the rights of privacy and publicity;

     (b) Infringe any patent, trademark, trade secret, copyright or other intellectual property rights of others without obtaining all necessary consents from the owners of such rights;

     (c) Transmit, upload, post, publish, distribute or otherwise disseminate any information that is obscene, indecent, profane, vulgar, defamatory, libelous, tortious, hateful, or racially or ethnically objectionable;

     (d) Transmit, upload, post, publish, distribute or otherwise disseminate any material containing software viruses, worms, trojan horses, time bombs, cancelbots or any other computer programs, files, or codes that are harmful or deleterious to any computer software or system;

     (e) Misrepresent your identity or affiliation or the identity or source of any message for any purpose, including but not limited to, impersonating a WiredVines representative;

     (f) Except for maintaining a secure site in the ordinary course of your use of the Service as permitted by the TOS, develop any page or post any Content that is restricted or hidden from WiredVines;

     (g) Transmit, upload, post, publish, distribute or otherwise disseminate any raffles, junk mail, chain letters, pyramid schemes, spam, or any unsolicited or unauthorized advertising or promotional solicitations, whether or not for commercial purposes;

     (h) Except in the ordinary course of your use of the Service as permitted by the TOS, transmit, upload, post, publish, distribute or otherwise disseminate any surveys, contests, or any advertising or promotional solicitations, whether or not for commercial purposes;

     (i) Disrupt or interfere with the normal use and enjoyment of the Service by other members;

     (j) Collect or store information about other members, including but not limited to their email addresses, or provide such information to others, whether or not for a fee, except in the ordinary course of your use of the Service as permitted by the TOS;

     (k) Transmit, upload, post, publish, distribute or otherwise disseminate information promoting illegal activities, or instructional information about illegal activities, including but not limited to activities involving racial or ethnic hatred or persecution, physical harm or injury to any group or individual, or the assembly or use of weapons, bombs or other explosive devices;

     (l) Violate any local, state, federal, or international law pertaining to securities regulation, the regulations of the U.S. Securities and Exchange Commission, or the rules and regulations of the New York Stock Exchange, NASDAQ, the American Stock Exchange, or other securities exchanges;

     (m) Offer for sale any commercial products or services, or solicit advertisers or sponsors, by transmitting, uploading, posting, publishing, distributing or otherwise disseminating information which would violate the TOS;

     (n) Use your WiredVines Site as storage for remote loading or as a portal to another web site, whether or not inside the WiredVines community, which contains content that would violate the TOS; or

     (o) Attempt to gain access to the Service or the accounts, systems, or networks of WiredVines or any WiredVines members by any unauthorized means, including but not limited to password mining.

7. OWNERSHIP OF CONTENT. WiredVines makes no claim of ownership of any rights in the Content placed on the Service. However, for the sole purpose of permitting WiredVines to support the Service and better serve your needs, you grant WiredVines a non-exclusive, world-wide and royalty-free license to upload, post, publish, distribute, reproduce, perform, translate, and display the Content on the Service. This license will exist only for so long as the Content appears on the Service and will terminate when you delete the Content or your WiredVines membership terminates. WiredVines will not use the Content for any other purpose without your consent.

8. INTERNATIONAL USE. You acknowledge and agree that your use of the Internet involves the global transmission of data by electronic transmission. You agree to adhere to all laws and regulations of the United States or the country in which you reside pertaining to the Content, on-line conduct and the exportation of data by electronic transmission.

9. GENERAL PRACTICES.

     (a) You acknowledge that WiredVines may establish general practices and limits concerning use of the Service. Currently, those limits include 25 MB storage limit for organizations (which can be expanded at an additional cost) and 10MB for individuals.

     (b) WiredVines reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Service (or any part thereof) with or without notice. You agree that WiredVines will not be liable to you or to any third party for any modification, suspension or discontinuance of the Service.

     (c) The Service is provided for informational purposes only. You are advised not to rely on the Content for trading or investing purposes. WiredVines is not responsible or liable for the accuracy, usefulness or availability of the Content and will not be responsible or liable for any trading or investment decisions made based on such information.

10. INDEMNITY. You hereby agree for and on behalf of yourself and your affiliated and related persons and entities, jointly and severally, to indemnify and save and hold harmless WiredVines, and its past, present and future officers, directors, stockholders, employees, subsidiaries, parent corporations, affiliates, predecessors, co-branders, assigns, and successors (including any successors by merger, sale of assets or other business transaction), from any and all loss, liability, claim, damage, cost or expense, including reasonable attorney fees and legal expenses, that WiredVines may sustain, suffer, or incur, on account of, or arising from, or in connection with (a) your Content; (b) your use of the Service; (c) your connection to the Service; (d) your violation of the TOS; or (e) your violation of the rights of any other person or entity.

11. LINKS TO OTHER SITES. The Service may provide, or third parties may provide, links to other sites or resources on the World Wide Web. WiredVines has no control over such sites and resources and does not endorse and is not responsible or liable for any content, advertising, products, or other materials on or available from such sites or resources. You acknowledge and agree that WiredVines will not be responsible or liable, directly or indirectly, for any loss, claim, damage, or liability arising out of or in connection with such content, goods or services available on or through any such site or resource.

12. ADVERTISEMENT AND PROMOTIONAL CONTENT. WiredVines runs advertisements and promotions on WiredVines Sites. By creating your WiredVines Site, you agree that WiredVines has the right to run such advertisements and promotions and to receive all advertising and promotional fees paid in connection therewith. The manner and extent of advertising by WiredVines on your WiredVines Site is subject to change at any time without prior notice to you. Any relationship or dealings you may have with advertisers on the Service or participation in promotions, including payment for and delivery of goods and services, and any other terms, conditions, warranties or representations in connection with such dealings or promotions, are solely between you and the advertiser. WiredVines will not be responsible or liable with respect to any damages incurred with respect to such dealings or promotions.

13. TERMINATION OF SERVICE. You agree that WiredVines, in its sole discretion, may terminate your password, WiredVines Site, use of the Service or use of any other WiredVines service, and remove and discard any Content within the Service, with or without prior notice, for lack of use or if WiredVines, in its sole discretion, believes that you have violated or acted inconsistently with the letter or spirit of the TOS. WiredVines may also in its sole discretion and at any time discontinue providing the Service or any part thereof, with or without prior notice. You agree that any termination of your access to the Service under any provision of this TOS may be effected without prior notice, and you acknowledge and agree that WiredVines may immediately deactivate or delete your WiredVines Site and all related information and files in your WiredVines Site and/or bar any further access to such files or the Service. Further, you agree that WiredVines will not be liable to you or any third party for any termination of your access to the Service.

14. LIMITED WARRANTY; DISCLAIMER. WiredVines represents and warrants to you that we have the right and authority to make the Service available to you pursuant to the TOS. We further warrant that we will use industry standard practices to protect the security of your site. Except as expressly stated in this section:

WiredVines MAKES NO WARRANTY, EXPRESS OR IMPLIED, WITH RESPECT TO THE SERVICE OR THE SOFTWARE AND ALL LIABILITY WITH RESPECT THERETO IS EXPRESSLY DISCLAIMED.

THE SERVICE AND THE SOFTWARE ARE FURNISHED BY US TO YOU ON AN "AS IS", "AS-AVAILABLE" BASIS. ALL WARRANTIES OF ANY TYPE NOT EXPRESSLY STATED IN THE TOS, EXPRESS OR IMPLIED, INCLUDING THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE ARE EXPRESSLY DISCLAIMED. NO REPRESENTATION OR DEMONSTRATION WILL CONSTITUTE A WARRANTY OF THE SERVICE OR THE SOFTWARE.

WiredVines MAKES NO WARRANTY THAT (A) THE SERVICE, OR THE RESULTS, PRODUCTS, SERVICES OR INFORMATION YOU OBTAIN FROM THE SERVICE WILL BE ACCURATE, RELIABLE OR MEET YOUR EXPECTATIONS OR REQUIREMENTS, (B) THE SERVICE WILL BE TIMELY, SECURE, OR FREE OF ERRORS, INTERRUPTIONS, VIRUSES OR OTHER HARMFUL ELEMENTS.

ANY INFORMATION YOU OBTAIN THROUGH THE USE OF THE SERVICE IS DONE AT YOUR OWN RISK. YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA RESULTING FROM THE DOWNLOAD OF ANY VIRUSES OR OTHER HARMFUL ELEMENTS. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM WiredVines OR THROUGH OR FROM THE SERVICE WILL CREATE ANY WARRANTY.

15. LIMITATION OF LIABILITY. WiredVines will not be liable for any loss, injury, claim, liability, or damage of any kind resulting in any way from: (a) any errors in or omissions in the Service or the Software; (b) the unavailability or interruption of the Service or any features thereof; (c) your use of the Service (regardless of whether you received any assistance from our employees or agents in using the Service or the Software); (d) the Content; or, (f) any delay or failure in performance by WiredVines.

WiredVines WILL NOT BE LIABLE FOR ANY SPECIAL, DIRECT, INDIRECT, INCIDENTAL, COINCIDENTAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER (INCLUDING, WITHOUT LIMITATION, ATTORNEYS' FEES) IN ANY WAY DUE TO, RESULTING FROM, OR ARISING IN CONNECTION WITH (A) THE SERVICE; (B) THE SOFTWARE; (C) ANY GOODS OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSMITTED THROUGH OR FROM THE SERVICE; (D) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (E) ACTIONS OF ANY THIRD PARTY; OR (F) ANY OTHER MATTER RELATING TO THE SERVICE OR SOFTWARE, REGARDLESS OF ANY NEGLIGENCE OF OURS. YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USE OF THE SERVICE.

BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SOME OF THE ABOVE DISCLAIMERS AND LIMITATIONS MAY NOT APPLY TO YOU OR YOUR ORGANIZATION.

16. NOTICES. Notices to you may be made via either email or regular mail. The Service may also provide notices of changes to the TOS or other matters by displaying notices or links to notices to you generally on the Service.

17. RESOLUTION OF DISPUTES. Any controversy or claim arising out of or relating to the Service or the TOS, or the breach hereof, will be settled by arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association, and judgment upon the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. Such arbitration will be held in Philadelphia, Pennsylvania. The prevailing party in such arbitration will be entitled to recover reasonable attorney’s fees, costs, and necessary disbursements in addition to any other relief that may be proper. You waive any jurisdictional, venue, or inconvenient forum objections to such arbitration.

18. PROCEDURE FOR MAKING CLAIMS OF COPYRIGHT INFRINGEMENT. WiredVines respects the intellectual property rights of others, and we ask our members to do likewise. If you reasonably believe that your copyright has been infringed, please provide us with the following information: (a) a physical or electronic signature of a person authorized to act on behalf of the owner of the exclusive right that is allegedly infringed; (b) identification of the copyrighted 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; (c) 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; (d) information reasonably sufficient to permit us to contact you, such as an address, telephone number, and, if available, an electronic mail address at which you may be contacted; (e) a statement that you have 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, (f) a statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

Pursuant to Title 17, United States Code, Section 512(c)(2), WiredVines has designated an Agent for Notice of Claims of copyright infringement. Notifications of claimed copyright infringement should be sent to: Ms. Donna Vito, WiredVines, Inc. 2250 Hickory Road, Suite 10, Plymouth Meeting, Pennsylvania 19462 U.S.A. (215) 825-3200, or by fax at (215) 825-4244, or by email at bill@inetcreation.com.

19. MISCELLANEOUS. The TOS, and any instruments and documents incorporated herein, constitute the entire agreement between you and WiredVines regarding the use of the Service and supersede all prior agreements relating to the subject matter hereof. The TOS and your relationships with WiredVines will be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania without regard to conflict of laws provisions. The terms and conditions of the TOS will inure to the benefit of and be binding upon the individual parties hereto, their heirs, personal representatives, successors and assigns, and the corporate parties hereto, their past, present and future officers, directors, stockholders, employees, subsidiaries, parent corporations, affiliates, predecessors, assigns, and successors (including any successors by merger, sale of assets or other business transaction). Nothing in the TOS will be construed so as to require the commission of any act contrary to law or regulation, but in such event, the provision of the TOS affected will be curtailed or limited to the extent necessary to bring it within the requirements of the said law or regulation. No failure by WiredVines to insist upon the strict performance of any covenant, agreement, term or condition of the TOS or to exercise any right or remedy consequent upon breach thereof will constitute a waiver of any such breach or of such covenant, agreement, term or condition.

20. VIOLATIONS. Please report any violations of the TOS to: Ms. Janet Sajian, WiredVines, Inc. 2250 Hickory Road, Suite 10, Plymouth Meeting, Pennsylvania 19462 U.S.A. (215) 493-7307, or by fax at (215) 825-4244, or by email at bill@inetcreation.com.

21. COPYRIGHT AND TRADEMARK NOTICES. The Software, the Service, and all contents of the Service are Copyright © 2000 WiredVines, Inc. 2250 Hickory Road, Suite 10, Plymouth Meeting, PA 19462 U.S.A. All rights reserved. WiredVines and the services referenced herein are trademarks or service marks of WiredVines, Inc.

All rights are reserved unless expressly granted herein.

© 2000 WiredVines, Inc. All rights reserved.

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