GUEST PORTAL END USER LICENSE AGREEMENT

 

Terms and Conditions:

 

1.      The Service. The Guest Portal is a computer file transfer software application and storage service offered through the Internet Domain Sites (portal.aphost2.net & aphost2.net/Portal), the attributes and functionality of which varies depending on the level of service to which you may subscribe, all as more specifically described in the Site, together with the Support Services (the “Service”). Except as specifically stated in this Agreement, no other right or license is granted to you for the Site or the Service, and any other use is strictly prohibited by the owners and/or authorized providers (the “Licensors”).

 

2.      Support Services. The Service includes (a) a reasonable amount of assistance in the use of the Service and reasonable diagnosing and attempting to resolve problems with the use or delivery of the Service, and (b) updates and revisions to the Site and Services that Licensors may provide.  If additional services are required and agreed upon, said additional services shall be governed by these Terms.

 

3.      Your Obligations and Agreements. As a condition for using the Site and/or the Software, you understand and agree:

 

(a)                Account Information. You will provide current, accurate, and complete information when registering

 

(b)               Use by Minors. The Service is not available to minors. By accepting these Terms, you agree that you are capable of entering into a binding agreement.

 

(c)                Security. You must comply with and not attempt to disable or circumvent any security device or procedure associated with the Site or the Service. You agree you are responsible for maintaining the confidentiality of the password you choose to use in conjunction with the Service. You may not allow anyone else to use your account without prior, written approval. You agree that the Licensors of the Guest Portal Software will not be liable for any loss you may incur as a result of someone else using your password, either with or without your knowledge. You agree not to impersonate anyone else, or falsely represent your affiliation with any other person or entity.

 

(d)               Unlawful Use. You will not use the Software, Site, or Service, in whole or in part, for any unlawful purpose. It is not the responsibility of the Licensors to monitor your activities to insure compliance with any federal, state, or local laws or regulations, although said Licensors reserve the right to do so at their discretion.

 

(e)                Content. You are solely responsible for all your activities when using the Service, including, without limitation, all content you transmit through the Site or with the Service. You alone are responsible for the content of other persons (including, without limitation, Viruses or content available through links). Licensors may take any action with respect to your activities, your content, or the content of any other person as Licensors deem necessary (including, without limitation, accessing, reading, preserving, disclosing, removing, or refusing to distribute the same) in order to (1) satisfy any applicable law or governmental order, (2) enforce the Agreement or investigate any potential violation of the Agreement, (3) detect, prevent, or otherwise address acts of fraud or security or technical issues, (4) respond to requests for Support Services, (5) protect the rights, property, or safety of Licensors or any person or preserve any of the foregoing from liability, or (6) exercise any other right or remedy available to Licensors.

 

(f)                 Interference with Others. You will do nothing to impair the normal operation of the Site or Service, and you will do nothing to restrict or inhibit any other person from using the Site and Service. You will do nothing that will damage or disable the Site or Service. You will not attempt to access unauthorized access to information or content belonging to any other party using the Site or Service.

 

(g)                Prohibited Activities. You will not use the Service to send chain letters, unsolicited commercial email (also known as spam), junk email, or other unsolicited messages; transfer any material that is protected by any patent, trademark, trade secret, copyright or other proprietary rights of any party unless you have sole ownership over that material or have received all necessary consents to distribute that material; transmit files that contain viruses, Trojan horses, worms, corrupted files, or any other software, programs, or code that may damage the operation of another's computer or the data or property of another (a “Virus”); or transmit any material that is harmful to minors. Licensors may supplement this list of prohibited activities from time to time, which will be effective upon notice to you and/or posting on the Site.

 

(h)                Disclosure of Information. Licensors, in their sole discretion, may disclose any information about you, your account, or your activities regarding the Service that Licensors deem necessary to satisfy any applicable law, regulation, legal process or governmental request or enforce the Agreement. The Site and the Service is offered, stored, and processed in the United States. By using the Service, you consent to transfer of information outside of your country.

 

(i)                 Data Storage. When using the Service, your personal data is temporarily stored on our servers as part of the normal operating process of providing the Service. Regardless of any encryption used, or other precautions taken, you understand that Licensors cannot guarantee complete privacy with regard to the files you transmit over the Service. You agree that Licensors have no responsibility or liability for the deletion, corruption, or failure to store any data stored or transmitted by the Service.

 

 

 

4.                  DMCA Complaints.

 

(a)                Policy. It is Licensor’s policy to respond to notices of alleged infringement in compliance with the Digital Millennium Copyright Act (“DMCA”) and other applicable intellectual property laws, which may include removing or disabling access to material claimed to be the subject of infringing activity. If Licensors remove or disable access to comply with the DMCA, Licensors will make a good-faith attempt to contact you so that you may make a counter notification pursuant to sections 512(g)(2) and (3) of the DMCA. It is Licensor’s policy to document all notices of alleged infringement on which Licensors act. Please note that you will be liable for damages (including costs and attorneys' fees) if you materially misrepresent that a product or activity is infringing or not infringing the copyrights of others.

 

(b)               Notice. To file a notice of infringement with the Guest Portal, you must provide a written communication (by fax or regular mail—not by email, except by prior agreement) that: (1) identifies in sufficient detail the copyrighted work that you believe has been infringed, (2) identifies the material that you claim is infringing the copyrighted work you listed, including any file name, message ID, and/or URL of such material, (3) provides information reasonably sufficient to permit Licensors to contact you (email address is preferred), (4) includes the following statement: “I have a good faith belief that use of the copyrighted materials described above on the allegedly infringing web pages is not authorized by the copyright owner, its agent, or the law,” (5) is signed by you, and (6) is sent to the address or number written below.

 

(c)                Counter Notice. You may make a counter notification pursuant to sections 512(g)(2) and (3) of the DMCA. When Licensors receive a counter notification, Licensors will reinstate the material in question. To file a counter notification, you must provide a written communication (by fax or regular mail—not by email, except by prior agreement) that: (1) identifies the specific file names, message IDs, and/or URLs of material that Licensors have removed or to which Licensors have disabled access; (2) includes your name, address, telephone number, email address, and a statement that you consent to the jurisdiction of Federal District Court for the judicial district in which your address is located (or Texas, if your address is outside of the United States), and that you will accept service of process from the person who provided notification to Licensors of infringement or an agent of such person; (3) includes the following statement: "I swear, under penalty of perjury, that I have a good faith belief that each search result or message identified above was removed or disabled as a result of a mistake or misidentification of the material to be removed or disabled;" (4) is signed by you; and (5) is sent to the address or number written below.

 

            5.              Termination and Remedies.

 

 

(a)               Guest Portal Termination. Except as stated below, you agree that Licensors may modify, suspend, discontinue, or otherwise terminate the Service or the Agreement, on a temporary or permanent basis, at any time, in whole or in part, for any reason or no reason, with or without notice, and without liability to you. For example and without limitation, Licensors may terminate or suspend your access to the Service for lack of use; for maintenance of the Site or performance of Support Services; for failure to follow the rules agreed in these Terms; for actions outside these Terms; or for any other reason determined by Licensors.

 

(c)                Other Remedies. In addition or as an alternative to termination, cancellation, or discontinuance of the Site and/or the Service, Licensors may take whatever action deemed necessary or convenient, in their sole discretion, or in the event of your breach of Agreement. Such actions may include, without limitation, suspending your access to the Site, the Service, or files or content in your account, deleting your account(s), deleting files you have uploaded, blocking your IP address, or any other technical or legal means at Licensor’s disposal.

  

(d)                Affect of Termination. Upon expiration, termination, cancellation, or discontinuance of the Site and/or the Service to your right to use the Site and/or Service immediately ceases and you will have no right to access your account or any files or other content contained in your account, although residual copies may be retained in Guest Portal’s system. Licensors may retain any such files or other content at their discretion. The provisions of Sections 4 through 11 of these Terms shall survive the expiration, termination, cancellation, or discontinuance of the Site and/or the Service.

 

6.      Disclaimer of Warranties. YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR USE OF THE SITE AND/OR THE SERVICE IS AT YOUR SOLE RISK. LICENSORS  PROVIDE THE SERVICE "AS IS" AND WITHOUT ANY WARRANTY OR CONDITION OF ANY KIND, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, WORKMANLIKE EFFORT, TITLE AND NON-INFRINGEMENT. LICENSORS MAKE NO WARRANTY THAT THE SITE OR THE SERVICE WILL: MEET YOUR REQUIREMENTS OR BE UNINTERRUPTED, TIMELY, PROPERLY STORED OR DELIVERED, ACCURATE, SECURE, ERROR-FREE, OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, AND THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR EXPECTATIONS. ANY MATERIAL TRANSMITTED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE IS DONE AT YOUR OWN DISCRETION AND RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE TRANSMISSION OF ANY SUCH MATERIAL.

 

7.      Limitation of Liability. EXCEPT AS EXPRESSLY SET FORTH IN THESE TERMS, LICENSORS DO NOT CONTROL, ENDORSE OR VALIDATE ANY TRANSMISSIONS SENT VIA THE SERVICE, THEREFORE, LICENSORS SPECIFICALLY DISCLAIM AND YOU HEREBY RELEASE LICENSORS FROM ANY LIABILITY RESULTING FROM YOUR USE OF THE SITE, PARTICIPATION IN THE SERVICE, YOUR INABILITY TO USE THE SERVICE, OR THE INTERRUPTION, SUSPENSION, OR TERMINATION OF THE SERVICE. IN NO EVENT SHALL LICENSORS BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OR ANY DAMAGES WHATSOEVER, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF USE, LOSS OF DATA OR LOSS OF PROFITS (HOWEVER ARISING, INCLUDING NEGLIGENCE) EVEN IF LICENSORS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, ARISING OUT OF, OR IN CONNECTION WITH, THE USE OR INABILITY TO USE THE SERVICE, THE PROVISION OF OR FAILURE TO PROVIDE SERVICES, FOR ANY CONTENT OR MATERIALS OBTAINED THROUGH THE SITE, THE SERVICE, OR OTHERWISE ARISING OUT OF THE SAME, THREATENING, DEFAMATORY, OBSCENE, OFFENSIVE OR ILLEGAL STATEMENTS OR CONDUCT OF ANY OTHER PARTY OR ANY INFRINGEMENT OF ANOTHER'S RIGHTS, INCLUDING INTELLECTUAL PROPERTY, OR ANY OTHER MATTER RELATING TO THE SITE OR THE SERVICE.

 

 

SOME STATES DO NOT ALLOW THE DISCLAIMER OF IMPLIED WARRANTIES OR LIMITATION OF LIABILITY, SO THE FOREGOING DISCLAIMERS LIMITATION MAY NOT APPLY TO YOU. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE SITE OR THE SERVICE, OR WITH ANY OF THESE TERMS OF USE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USE OF THE SERVICE.

 

Without limiting the foregoing, under no circumstances shall Licensors be held liable for any delay or failure in performance resulting directly or indirectly from acts of nature, forces, or causes beyond its reasonable control, including, without limitation, Internet failures, computer equipment failures, telecommunication equipment failures, other equipment failures, electrical power failures, strikes, labor disputes, riots, insurrections, civil disturbances, shortages of labor or materials, fires, floods, storms, explosions, acts of God, war, governmental actions, orders of domestic or foreign courts or tribunals, non-performance of third parties, or loss of or fluctuations in heat, light, or air conditioning.

 

8.      Intellectual Property Rights. Except as stated herein, you acknowledge that one or more Licensors own all right, title, and interest in and to the Site and Service, including, without limitation, all content and intellectual property rights therein, which are protected by U.S. and international intellectual property laws. Other product and company names mentioned herein may be the trademarks or service marks of their respective owners. You agree that you will not in any way, directly or indirectly copy, reproduce, produce, distribute, transmit, alter, modify, or create derivative works of the Site, the Service, or any content therein. Any rights not expressly granted herein are reserved.

 

9.      General.

 

(a)                Choice of Law; Venue. You agree that this agreement shall be governed by the laws of the State of Texas, U.S.A. You hereby irrevocably consent to the exclusive jurisdiction and venue of courts in Dallas County, Texas, U.S.A. in all disputes arising out of or relating to the use of the Site or Service.

 

(b)               Beneficiaries. You are not a beneficiary of any obligation Licensors owe to a third party, and no other person is a beneficiary of any obligation Licensors owe to you.

 

(c)                Relationship. You agree that no joint venture, partnership, employment, or agency relationship exists between you and Licensor as a result of the Agreement, or the use of the Site or Service.

 

(d)               Indemnification. You agree to indemnify and hold Licensors, subsidiaries, affiliates, officers, directors, and employees, harmless from any claim, demand, or damage, including reasonable attorneys' fees, asserted by any third party due to or arising out of your use of or conduct in the use of the Site and/or Service.

 

(e)                Severability. If any provision of the Agreement is held to be invalid or unenforceable including, but not limited to, the warranty disclaimers and liability limitations set forth above, then such provision shall be struck and the remaining provisions shall be enforced.

 

(f)                 No Waiver. Licensor’s failure to act with respect to a breach by you or others does not waive Licensor’s right to act with respect to subsequent or similar breaches.

 

                                                  No Assignment. You may not assign or transfer any right or duty under the Agreement, including, without limitation, the Service, and any attempt to the contrary is void.

 

(h)                Integration; Amendment. The Agreement is the entire understanding and agreement between you and Licensors with respect to the subject matter hereof. When in conflict, these Terms control over other provisions of the Agreement. Except as specified herein, no amendment may be made to the Agreement unless the same is in writing and signed by an authorized representative.

 

(i)                  Headings. The section titles in these Terms are for convenience only and have no legal or contractual effect.

 

(j)                 Copies. A printed version of this agreement shall be admissible in judicial or administrative proceedings based upon or relating to this agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.