Custom and Advanced Technology Consulting

Before you begin to explore the Internet, you ('you", "your", "yourself", and/or "subscriber') will need to review the following terms and conditions of Reiss Electronics LLC Internet Access Service (the "Access Service'). These terms and conditions will constitute a binding contract between you and Reiss Electronics LLC. They explain Reiss Electronics LLC obligations to you, and explain your obligations to Reiss Electronics LLC when you use the Access Service. By using Reiss Electronics LLC Internet Access Service, you agree that your use of the Access Service and your access to the Internet is provided in consideration of your agreement to abide by these following terms and conditions.

I. Terms of Internet Access Agreement.

1. To make your use of the Access Service as enjoyable as possible, in addition to the terms and conditions of this Agreement, Reiss Electronics LLC requires its subscribers to abide by the rules of conduct described in Reiss Electronics LLC Online Policies. You agree to abide by Reiss Electronics LLC Online Policies and agree that those policies are incorporated into this Agreement by reference. Please take the time to familiarize yourself with those policies.

2. Current Account Charges, including billing methods, rates, and surcharges for using the Access Service, may be found in Reiss Electronics LLC Online Policies or may be obtained by calling Reiss Electronics LLC Customer Service at 1-860-288-5880.

3. You agree that Reiss Electronics LLC may: (1) revise the terms and conditions of this Agreement; (2) revise its billing rates and account surcharges, and; (3) revise the services provided under this Agreement at any time. Any such revisions will be binding and effective immediately on posting the revised Agreement on Reiss Electronics LLC home page, or on notification to you by e-mail or United States mail.

4. You agree to review the Agreement periodically to be aware of any such revisions. If any revision to this Agreement is unacceptable to you, you may terminate this Agreement at any time by providing Reiss Electronics LLC with written notice by United States mail. Notice of your termination will be effective on receipt by Reiss Electronics LLC.

5. You agree that, by continuing to use the Access Service following notice of any revision to the Agreement, you accept any such revisions and agree to abide by any such revisions.

6. Reiss Electronics LLC, reserves the right to distribute informative emails to our subscribers on an ad hoc basis that it feels is pertinent to the quality of our service. These announcements are predominately informative in nature and often provide our subscribers with notification describing changes, upgrades, and other critical information pertaining to this evolving medium.

7. The subscriber must certify that he or she is at least 18 years of age.

II. Registration Information.

1. You agree to provide Reiss Electronics LLC with accurate, complete, and updated registration information. If you do not provide Reiss Electronics LLC with accurate registration information, you are not authorized to use the Access Service and your account may be terminated immediately.

2. YOU AGREE THAT BY USING THE ACCESS SERVICE YOU REPRESENT THAT YOU ARE AT LEAST EIGHTEEN YEARS OLD AND THAT YOU ARE LEGALLY ABLE TO ENTER INTO THIS AGREEMENT.

III. Internet Access Service.

1. Reiss Electronics LLC Internet Access Service will provide you with: (1) access to the Internet through Reiss Electronics LLC Access Service or other services purchased; (2) customer technical phone support.

2. The Internet is not owned, operated, or managed by, or in any way affiliated with Reiss Electronics LLC or any of Reiss Electronics LLC affiliates. The Internet is an international computer network of both Federal and non-Federal inter-operable packet switched data networks. Reiss Electronics LLC cannot and will not guarantee that the Access Service will provide Internet access that is sufficient to meet your needs. You agree that your use of the Access Service and the Internet is solely at your own risk and is subject to all applicable local, state, national and international laws and regulations.

3. You agree that Reiss Electronics LLC retains the right, but not the obligation, to restrict or terminate your Access Service at any time, if Reiss Electronics LLC, in its sole discretion, determines that you are in violation of this Agreement. You agree that, if Reiss Electronics LLC determines that you are in violation of this Agreement, any restriction or termination of your Access Service will be effective immediately, without prior notice. You agree that Reiss Electronics LLC will have no liability to you for any restriction or termination of your Access Service pursuant to such violation.

4. You agree that if Reiss Electronics LLC terminates your Access account as a result of your violation of Reiss Electronics LLC Online Policies, you forfeit any right to a refund of any prepaid account charges, such forfeiture being agreed to you by you and Reiss Electronics LLC as liquidated damages and not as a penalty. You further agree that if you violate Reiss Electronics LLC Online Policies, Reiss Electronics LLC may refuse to accept any application for renewal or re-subscription following cancellation."

5. You are responsible for verifying that the phone number you are calling the Internet through Reiss Electronics LLC is a local access number to which your computer is dialing. Any telephone charges associated with your access to the Internet through Reiss Electronics LLC are solely your responsibility. Reiss Electronics LLC DOES NOT REIMBURSE OR PAY ANY TELEPHONE CHARGES FOR ANY REASON. Customers using TCI local TELEPHONE service may be charged a long-distance fee by TCI. Disputes regarding this should be taken up directly with TCI billing.

IV. Content of Communications.

1. The Access Service provides you access to information, communications, software, photos, video, graphics, music, sounds and other material and services located both on Reiss Electronics LLC computer servers and on the Internet ('Content'). You agree that you must evaluate and bear the risks associated with the subject matter, accuracy, completeness or usefulness of any Content available to you on or through the Access Service.

2. You agree that Reiss Electronics LLC has the right, but not the obligation, to remove Content from Reiss Electronics LLC computer servers which Reiss Electronics LLC, in its sole discretion, determines to be in violation of this Agreement or Reiss Electronics LLC Online Policies.

3. As a matter of policy, Reiss Electronics LLC does not pre-screen Content placed on Reiss Electronics LLC computer servers by any of its subscribers. Reiss Electronics LLC does not have the practical ability to monitor, review, or restrict, prior to its transmission, Content on Reiss Electronics LLC servers which may violate this Agreement or Reiss Electronics LLC Online Policies. In addition, Reiss Electronics LLC cannot ensure the prompt editing or removal of any Content which may violate this Agreement or Reiss Electronics LLC Online Policies after such Content has been posted on Reiss Electronics LLC servers.

4. The Internet provides access to individuals who are not Reiss Electronics LLC subscribers. Reiss Electronics LLC does not have the capability to monitor, review, or restrict any Content made available by third parties on the Internet, nor to edit or remove any such Content after its posting on the Internet.

5. Please be advised that, despite Reiss Electronics LLC efforts, you may receive Content which you consider to be inaccurate, defamatory, or otherwise offensive. You agree that Reiss Electronics LLC will not be liable for any action or inaction with respect to any Content posted on or through the Access Service and the Internet.

V. Copyright and Other Rights.

1. The Access Service provides access to Content that is protected by copyrights, trademarks, intellectual property rights, and other proprietary rights ('Rights') of independent third parties who make such Content available on or through the Access Service.

2. You agree that your use of Content shall be governed by all applicable laws and regulations, and by the specific restrictions placed on such Content by the owners or licensors of the Rights in such Content.

3. You agree not to post or transmit Content that is subject to another party's Rights, on or through the Access Service, without that party's express permission. Such posting or transmitting: (1) will result in termination of this Agreement, and; (2) may result in civil or criminal liability.

4. You agree to upload to software files, message boards, or otherwise post or transmit on or through the Access Service, only such Content that is not subject to any Rights, unless you have received express authorization to distribute such Content on or through the Access Service by the holder of such Rights.

5. You agree that by posting or transmitting Content to any public area (such as public chat rooms, message boards, newsgroups, web space or software libraries) you are requesting Reiss Electronics LLC to make that material available to other Internet users and that such access will result in copies of your Content being transmitted to others.  In order to permit Reiss Electronics LLC to publish your Content, you automatically grant, or represent that the owner of any such Content has expressly authorized you to grant, Reiss Electronics LLC a royalty-free, perpetual, irrevocable, non-exclusive right and license to reproduce, publish, distribute, perform and display such Content (in whole or in part) worldwide to service your request.

VI. Reiss Electronics LLC Access Service Software.

1. Your use of the Access Service gives you limited rights to use the software through which you access Reiss Electronics LLC Internet Access Service and the Internet (the "Access Service Software'). Reiss Electronics LLC grants you a non-exclusive, non-transferable, revocable, limited sublicense to use the Access Service Software for connecting to the Access Service in accordance with this Agreement.

2. You agree that your use of the Access Service provides you access to proprietary features of Reiss Electronics LLC Internet Access Service and of software provided by Reiss Electronics LLC licensors.

3. Reiss Electronics LLC and its software licensors have Rights in the Access Service, including but not limited to: software, software documentation, the "look and feel" of the Access Service, Access Service names, subscriber interfaces, and other features.

4. You agree not to copy, modify, adapt, reproduce, translate, distribute, reverse engineer, decompile, or disassemble any aspect of the Access Service that is owned by Reiss Electronics LLC or its licensors.

VII. NO WARRANTY.

1. You agree that your use of the Access Service, the Access Service Software, and the Internet is solely at your own risk. You agree that the Access Service and the Access Service Software is provided on an "as is," "as available" basis without warranties of any kind, either express or implied, unless such warranties are legally incapable of exclusion.

2. Reiss Electronics LLC disclaims any and all loss or liability resulting from, but not limited to: (1) loss of data; (2) loss of software or hardware; (3) loss or liability resulting from access delays or access interruptions; (4) loss or liability resulting from computer viruses; (5) loss or liability resulting from data non-delivery or data mis-delivery; (6) any other loss or liability resulting from the negligent acts and/or omissions of Reiss Electronics LLC or Reiss Electronics LLC subscribers; (7) loss and liability resulting from any errors, omissions, or misstatements in any and all information, goods, or services obtained on or through the Access Service, and; (8) loss or liability resulting from acts of God.

3. You agree that Reiss Electronics LLC entire liability, and your exclusive remedy, with respect to your use of the Access Service, your use of the Access Service Software, and any breach of this Agreement is solely limited to the amount you paid to use the Access Service. Because some states do not allow the exclusion or limitation of liability for consequential or incidental damages, in such states, Reiss Electronics LLC liability is limited to the extent permitted by law.

4. Reiss Electronics LLC makes no warranties of any kind, whether expressed or implied, for the service it is providing. Reiss Electronics LLC also disclaims any warranty of merchantability or fitness for a particular purpose. Reiss Electronics LLC will not be responsible for any damage suffered. This includes loss of data resulting from delays, non deliveries, misdeliveries, or service interruptions caused by Reiss Electronics LLC's negligence or the subscriber's errors or omissions. Use of any information obtained via Reiss Electronics LLC is at your own risk. Reiss Electronics LLC specifically denies any responsibility for the accuracy or quality of information obtained through its services.

5. LIMITED LIABILITY.   ANY LIABILITY OF Reiss Electronics LLC, INC. INCLUDING WITHOUT LIMITATION ANY LIABILITY FOR DAMAGES CAUSED OR ALLEGEDLY CAUSED BY ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMMUNICATIONS LINE FAILURE, THEFT OR DESTRUCTION OF OR UNAUTHORIZED ACCESS TO, ALTERATION OF, OR USE OF RECORDS, WHETHER FOR BREACH OF CONTRACT, TORTUOUS BEHAVIOR, NEGLIGENCE, OR UNDER ANY OTHER CAUSE OF ACTION, SHALL BE STRICTLY LIMITED TO THE AMOUNT PAID BY OR ON BEHALF OF THE SUBSCRIBER TO THE COMPANY FOR THE CURRENT MONTH.

VIII. Indemnification.

1. You agree to defend, release, indemnify, and hold Reiss Electronics LLC, its affiliated companies and licensors, harmless from all liabilities, claims and expenses, including without limitation reasonable attorneys fees, arising from breach of the Agreement by use of, or in connection with the posting or transmission of any content by or through your account on the Access Service.

2. You agree that Reiss Electronics LLC has the right, but not the obligation, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you pursuant to Paragraph 1 of this section. In such event, you shall have no further obligations pursuant to Paragraph 1 of this section.

IX. Termination.

1. You agree that you or Reiss Electronics LLC may terminate this Agreement for any reason at any time.

2. You agree that your only right with respect to any dissatisfaction with any: (I) Agreement term, policy, or practice of Reiss Electronics LLC in operating the Access Service; (II) Content available on or through the Access Service or change therein; or (III) amount or type of fees or billing methods, or change therein, is to terminate this Agreement as set forth in Paragraph 1.

3. You agree that Reiss Electronics LLC has the right, but not the obligation, to delete all program, data, or other files on Reiss Electronics LLC computer servers that are associated with your account at the time of termination.

4. Only the person whose name is on the account will be able to
(A) Change User ID and/or Password
(B) Cancel an existing account
(C) Some restrictions may apply to your selection of user id.

5. The following are non-refundable: All forms of Hosting, all E-Mail services, Web and Publishing/Development/Design Fees, Dedicated Connectivity (including Dial-up, Frame-relay, DSL, Point-to-point, Broadband), Domain registration fees, Static IP charges, Sub Class C charges, Class C charges, Online courses, Email cleaning, business Dial-up service, and Office Solution packages.

6. Shipping and Handling charges are non-refundable.

X. Law.

1. You agree that this Agreement and Reiss Electronics LLC Online Policies comprise the entire understanding between Reiss Electronics LLC and you, and supersede any prior agreements between you and Reiss Electronics LLC with respect to the subject matter of this Agreement.

2. You agree that, if any portion of this Agreement or Reiss Electronics LLC Online Policies is held invalid or unenforceable, that portion will be construed consistent with applicable law as nearly as possible to reflect the original intentions of the parties, and the remaining portions will remain in full force and effect. The Agreement will be governed by the laws of the Commonwealth of Connecticut, excluding its conflicts of law rules. You and Reiss Electronics LLC each submit to the exclusive subject matter jurisdiction, personal jurisdiction, and venue of the courts of the Commonwealth of Connecticut.


Reiss Electronics LLC Online Policies

Reiss Electronics LLC dedication to customer service means that Reiss Electronics LLC strives to maintain an Internet Access Service ('Access Service') that provides Reiss Electronics LLC customers with an enjoyable Internet experience, an experience that is free from interference by persons who use the Access Service in an improper or unlawful manner.

Reiss Electronics LLC Online Policies address frequently asked questions regarding proper online conduct. These policies include information on: Reiss Electronics LLC Account Charges; the Content of the Online Material that you may find on or through the Access Service; purchasing Online Goods and Services through the Access Service; and how to report complaints regarding a person's online conduct by using Reiss Electronics LLC Complaint Response Procedures.

Reiss Electronics LLC Online Policies, including the following list of Prohibited Activities, are part of your subscriber agreement. If you restrict or inhibit any other subscribers' use or enjoyment of the Access Service by engaging in any of the activities prohibited below, Reiss Electronics LLC may suspend or terminate your account.

As explained in your subscriber agreement, your use of Reiss Electronics LLC Internet Access Service must be governed by all applicable laws and regulations, including all applicable local, state, national, and international laws and regulations. In addition to other applicable laws, this includes all laws relating to copyright, trademark, obscenity, defamation, the right of privacy, false advertising, and fraud.

In addition to such laws and regulations, when using the Access Service you must use your best efforts to avoid interfering with any other person's use and enjoyment of the Access Service. You must also ensure that your use of the Access Service is governed by the rules of proper Internet conduct.

Please use your best judgment, be respectful of other subscribers, and take the time to review the activities listed below. These activities are not proper Internet conduct and are prohibited activities on Reiss Electronics LLC Internet Access Service. Following these rules will ensure that everyone has an enjoyable Access Service experience.

If the connection to Reiss Electronics LLC Internet has no activity from the user for a period of 20 minutes, then Reiss Electronics LLC will disconnect services and end the session

1. PROHIBITED/ABUSE ACTIVITIES.

For purposes of the Prohibited Activities, the term "information" means material of any type capable of being posted or transmitted on or through the Access Service, including material in print, graphic or pictorial form.

When using the Access Service:

(a) Defamation. You agree not to post or transmit any information in violation of any applicable law.

(b) Fraud. You agree not to post or transmit any fraudulent information on or through the Access Service. This means any information that you know or have reason to know is false, and that you intend for others to rely on.

(c) False Advertising. You agree not to post or transmit on or through the Access Service any advertising or promotional materials that contain false, deceptive, or misleading statements, claims, or representations.

(d) Unsolicited Advertising. You agree not to post or transmit any unsolicited advertising, promotional materials, or other forms of solicitation to other Subscribers, individuals, or entities, except in those areas (e.g., the classified areas) that are designated for such a purpose.

(e) Copyright Violations. You agree not to post or transmit on or through the Access Service any information that infringes another person's or entity's copyright in all or any part of the information.

(f) Trademark, Service Mark, and Trade Dress Violations. You agree not to post or transmit on or through the Access Service any information that infringes another person's rights in its trademark, trade dress, or service mark.

(g) Trade Secret Violations. You agree not to post or transmit on or through the Access Service any information that reveals trade secrets belonging to another person, business, service, or other entity.

(h) Obscenity. You agree not to post or transmit any obscene or sexually explicit images or other content on or through the Access Service.

(i) Harassment, Threats, and Abuse. You agree not to use the Access Service to harass, threaten, abuse, embarrass, or cause distress, unwanted attention, or discomfort to any person or entity, by any means, including the use of vulgar, hateful, racially, ethnically, or otherwise objectionable information.

(j) False Pretenses. You agree to not use the Access Service to impersonate any person, including but not limited to, an Reiss Electronics LLC official or an information provider, guide, or host, or communicate under a false name or a name that you are not entitled or authorized to use in all forms of online communication, including, but not limited to, screen names, subscriber profiles, chat dialogue, and message posting.

(k) Chain Letters. You agree to not post or transmit chain letters, or letters or messages that offer a product or service based on the structure of a chain letter, on or through the Access Service.

(l) Inappropriate Content. You agree not to post or transmit on or through the Access Service information that is patently inappropriate material, e.g., information or topics not related to the topics focused on by the participants in a particular news group or mailing list.

(m) Scrolling. You agree not to cause the screen to "scroll" faster than other Subscribers or users are able to type to it, or any action to a similar disruptive effect on or through the Access Service;

(n) Disruptive Activities. You agree not to use the Access Service to disrupt the normal flow of online dialogue, or otherwise act in a manner that negatively affects other Subscribers, users, individuals, or entities.

(o) Violations of Service Providers' Rules. You agree to not use the Access Service to violate any operating rule, policy, or guideline of any other online service provider or interactive service.

(p) Multiple Access. You agree that this Agreement is not transferable. You agree not to simultaneously access the Access Service for more than one session at any time.

(q) Abuse of Reiss Electronics LLC Procedures. You agree not to make false or unverified complaints against any Reiss Electronics LLC subscriber, or otherwise abuse any of Reiss Electronics LLC Complaint Response Procedures.

(r) Systems Abuse. You agree not to abuse Reiss Electronics LLC system by causing any harm to the system so that it inhibits other users ability to effectively use the system.

(s) SPAM. Post or cross post, regardless of content, of the same message to 20 or more newsgroups.

(t) Dedicated Access. You agree that unlimited access is not the same as dedicated access. Users who have not purchased dedicated access are expected to log-on and log-off within reasonable time limits as defined: Users regularly staying on for periods of more than 12 continuous hours or re-connecting within 30 minutes after automatic system disconnection for periods of more than 12 hours or being connected to our modems for a total duration exceeding 300 hours (for Business Clients) or 150 hours (for Residential Clients) in any one month or ISDN users being connected to our terminal servers for a total duration exceeding 200 hours in any one month will be required to purchase a dedicated access account or cancel their existing account (with pro-rated refund, if applicable).

2. CONTENT OF ONLINE MATERIAL.

Reiss Electronics LLC Internet Access Service provides access to information, communications, software, photos, video, graphics, music, sounds, and other material and services located both on Reiss Electronics LLC computer servers and on the Internet ('Content'). You should be aware that the Internet contains Content, goods and services that you may find improper, obscene, or otherwise offensive. Such Content may not be appropriate for you or for any minors who may be accessing the Internet through your account.

As a matter of policy, Reiss Electronics LLC does not pre-screen Content placed on Reiss Electronics LLC computer servers by any of its subscribers. Reiss Electronics LLC does not have the practical ability to monitor, review, or restrict, prior to its transmission, Content on Reiss Electronics LLC servers which may violate Reiss Electronics LLC rules, nor can Reiss Electronics LLC ensure prompt editing or removal of actually or potentially violating Content after such Content has been posted on Reiss Electronics LLC servers. You may, therefore, receive offensive and unsolicited Content that Reiss Electronics LLC cannot control.

Although Reiss Electronics LLC retains the right to remove Content from Reiss Electronics LLC computer servers that violates its subscriber agreement, the Access Service provides access to users who are not a part of Reiss Electronics LLC. Reiss Electronics LLC does not have the capability to monitor, review, or restrict any Content made available by third parties on the Internet, nor to edit or remove any such Content after its posting on the Internet.

Accordingly, Reiss Electronics LLC cannot be responsible for any conduct, Content, goods, and services available on or through the Access Service. Reiss Electronics LLC suggests that concerned parents consider using one of the commercially available programs capable of restricting access to sexually explicit material on the Internet. Reiss Electronics LLC recommends the installation of "SurfWatch," which is now available at our Springfield store. However, no parental control software is perfect. Your use of such software is solely at your own risk. Reiss Electronics LLC makes no warranties or representations as to the accuracy, completeness, or usefulness of any parental control software or service.

3. PRIVACY OF COMMUNICATIONS.

Reiss Electronics LLC intends to respect its Subscribers' privacy and will not randomly monitor or disclose the contents of private e-mail or private chat room communications. However, you agree that Reiss Electronics LLC has the right, but not the obligation, to monitor or disclose the contents of private communication, if Reiss Electronics LLC, in its sole discretion, reasonably believes that such action is necessary: (1) to comply with applicable law or valid legal process; (2) to protect Reiss Electronics LLC rights or property; or (3) in emergencies when a person's physical safety is at issue.

4. ONLINE GOODS AND SERVICES.

Reiss Electronics LLC does not control, provide, operate, or take responsibility for any Content, goods, or services available on or through the Access Service. You may receive blind opportunity advertisements, pyramid schemes, and other "get rich quick" schemes on or through the Access Service. These should be avoided or approached with ample skepticism.

All such Content, goods, and services are made available by independent third parties and are not part of Reiss Electronics LLC or controlled by Reiss Electronics LLC. Please remember that Reiss Electronics LLC does not endorse, warrant, or guarantee the accuracy, completeness, usefulness, quality, or availability of any Content, goods, or services available on or through the Access Service, and your use thereof is solely at your own risk.

You should use your best judgment and exercise caution when purchasing a product through the Access Service. Reiss Electronics LLC will not be a party to, or in any way be responsible for, monitoring any purchases or other transactions between you and any other persons providing Content, goods, or services on or through the Access Service. Reiss Electronics LLC assumes no responsibility for any such transactions and will not mediate disputes relating to such transactions. Reiss Electronics LLC disclaims any responsibility for any such transactions even where the Access Service features or displays a link with a particular World Wide Web site.

By using the Access Service you agree that neither Reiss Electronics LLC nor its affiliates shall be held responsible or liable, directly or indirectly, for any loss, liability of any nature, or damage caused, or alleged to have been caused by your use of, or reliance on, any Content, goods, or services available on or through the Access Service.

5. ACCOUNT CHARGES.

Your monthly account charges are payable in advance. However, no cancellation fees will apply if you terminate your account. If you terminate your account, you will receive a prorated refund for any access time credited to your account. If your account is terminated by Reiss Electronics LLC because of violations of Reiss Electronics LLC Online Policies, you will not be entitled to a prorated refund, such forfeiture being agreed to you and Reiss Electronics LLC as liquidated damages and not as a penalty.

You are responsible for all activities and charges associated with your account. If any unauthorized charges are made on or through your account, you are responsible for such charges until you notify Reiss Electronics LLC of a breach of security by calling Reiss Electronics LLC at 1-860-288-5880 and change your password. Please be advised that the Contact Person or Owner of the Reiss Electronics LLC Internet Account is solely responsible for activities conducted through, on or with their Reiss Electronics LLC Internet Account. If you, or someone to whom you have given access to your account, violates the Reiss Electronics LLC Internet Access Agreement, your account will be cancelled.

If you pay by credit card, you expressly authorize Reiss Electronics LLC to charge the credit card account number associated with your Account for any Access Service charges that accrue from month to month. You reauthorize Reiss Electronics LLC to charge your designated credit card account each time you use the Access Service. This authorization will remain valid until you terminate your authorization in writing. Reiss Electronics LLC may immediately terminate your account, in Reiss Electronics LLC sole discretion, for declined credit cards, returned checks, or any other non-payment of account charges.

A billing cycle will begin on the date you purchase the Access Service and will continue for one month from that date. A new billing cycle will begin on the anniversary date of the day of the month on which you purchased the Access Service.

If you pay other than by credit card, your account charges are due on your receipt of an invoice, and payment of your account charges must be received by Reiss Electronics LLC prior to the first day of each billing cycle. Only accounts with monthly invoices of more than $50.00 can be invoiced. Your account will be considered to be in default if payment of your account charges is not received within fifteen (15) days after the date of your invoice. If your accounts is still unpaid thirty (30) days after the date of your invoice, you may have your Access Service interrupted or terminated.

If any instrument received in payment is returned to Reiss Electronics LLC unpaid, your account will be considered to be in default, and in addition to the amount due, you will be subject to a returned check charge of $25.00. If your account is cancelled or interrupted for non-payment, you must continue to pay your monthly account charges. Only your written request to terminate your account will relieve you of your obligation to pay your monthly account charges.

If your account is in default, you are subject to an interest charge of 1.5 percent per month, or the maximum allowable rate under state law. If you default on your account, you agree to pay Reiss Electronics LLC its reasonable expenses, including attorneys' fees and collection agency fees, incurred in enforcing Reiss Electronics LLC rights under Reiss Electronics LLC Internet Access Agreement.

6. Reiss Electronics LLC COMPLAINT RESPONSE PROCEDURES.

Reiss Electronics LLC dedication to customer service means that Reiss Electronics LLC takes seriously and responds to all complaints about its subscribers' use of the Internet. This means complaints by both Reiss Electronics LLC subscribers and complaints by other Internet users. Reiss Electronics LLC believes that its customers should be able to enjoy full use of the Internet without interference by persons who use the Internet in an improper or unlawful manner.

Reiss Electronics LLC will respond to any complaint that involves online activities that are Prohibited Activities under the Reiss Electronics LLC Online Policies.

Reiss Electronics LLC will follow the Complaint Response Procedures described below to respond to complaints from subscribers and others about Reiss Electronics LLC subscribers. Under these procedures, Internet users -- including Reiss Electronics LLC subscribers -- are responsible for monitoring use of the Internet by others. Reiss Electronics LLC will issue warnings to its subscribers, suspend subscribers' accounts and even cancel accounts when it learns of continuing improper activities.

If you have any questions regarding these policies, you can call Reiss Electronics LLC Customer Service Department at 1-860-288-5880.

How to Submit a Complaint:

1. Form of Complaint

Complaints may be submitted in any form: by e-mail ([email protected]), fax, or mail.

2. What Information Should be Submitted

If you register a complaint with Reiss Electronics LLC Customer Service department, you should submit the following information:

The online i.d. of the Reiss Electronics LLC subscriber involved, and if possible, any other information about the subscriber, such as his or her name and address; •A detailed description of the activities involved; •If possible, the specific category or categories of Prohibited Activity you believe is involved in the activities; •The dates the activities took place, e.g., the date information was posted.














MASTER SOFTWARE AGREEMENT


You (the “Client”, "you", "your", and/or "yourself') enter into THIS MASTER SOFTWARE AGREEMENT (the “Agreement”) with Reiss Electronics LLC (“Reiss Electronics”), a Connecticut corporation having an office located at PO Box 9468, Bolton, CT 06043 upon hiring (“Effective Date”) Reiss Electronics to provide any software products or services.  These terms and conditions constitute a binding contract between you and Reiss Electronics.  They explain Reiss Electronics obligations to you, and explain your obligations to Reiss Electronics.  By hiring Reiss Electronics, you agree that any products or services you receive are provided in consideration of your agreement to abide by these following terms and conditions.

WHEREAS, Reiss Electronics is in the business of developing software that is hosted by Reiss Electronics for use by its clients (“Software”);

WHEREAS, Client wishes to engage Reiss Electronics to develop Software from time to time;

WHEREAS, the terms of this Agreement may also include terms of specific written work orders that will describe the specific work to be done by Reiss Electronics;

WHEREAS, Reiss Electronics is willing to provide such services in accordance with the terms of this Agreement.

NOW, THEREFORE, in consideration of the mutual promises and undertakings set forth herein, Reiss Electronics  and the Client hereby agree as follows:

1. Work To Be Done By Reiss Electronics

A.        Work Orders.  Whenever practical, Client and Reiss Electronics shall enter into a written work order for the development of any Software (“Work Order”).  Each Work Order shall describe: (i) the purpose and functionality of the Software to be developed by Reiss Electronics; (ii) the price to be paid by the Client to Reiss Electronics for such work or the method of determining the price that Client will pay to Reiss Electronics; (iii) the purpose to which the Client may put the Software and any restrictions on the usage of such Software by the Client that are different from or in addition to the restrictions set forth in this Agreement; (iv) the time period, if any, during which Reiss Electronics shall develop the Software.  Neither Reiss Electronics nor the Client shall be bound by the terms of any Work Order unless both Reiss Electronics and the Client have agreed to, and have executed, such Work Order.  Reiss Electronics may at its sole discretion decide whether or not to agree to any given Work Order.  Once Reiss Electronics and the Client have agreed to, and have executed, a Work Order, such Work Order shall be deemed to be  part of this Agreement and shall be subject to and governed by all of the terms and conditions set forth in this Agreement, except for those terms and conditions of this Agreement that are specifically overridden by such Work Order.

B.        Other Work.  While the Parties agree that it is preferable to enter into Work Orders for all work, the Parties recognize that Reiss Electronics may perform work for Client at the verbal or written request of Client, other than through a Work Order.  To the extent possible, all verbal requests by Client will be confirmed by Reiss Electronics in writing.  Notwithstanding the foregoing, when the circumstances demonstrate that Client has, in fact, requested Reiss Electronics to perform work, whether or not Reiss Electronics acknowledges such a request in writing, Client shall be deemed to be bound by this Agreement and any existing Work Order relating to such Software which is the subject of the work request.  If a Work Order does not exist, the Parties agree to comply with the terms of this Agreement and shall proceed under the terms and conditions that have defined the Parties course of business for other work.  For purposes of this agreement, the term “Work Order” shall include the terms and conditions that have defined the Parties course of business of other work.

2. License To Use Software.

Reiss Electronics hereby grants to the Client a non-exclusive, non-transferable, revocable license to use software developed pursuant to this Agreement and Work Orders that are made a part of this Agreement (the “Software”).  Reiss Electronics may revoke this license if it determines that the Client has: (i) failed to make any payment required by this Agreement or any work order made a part of this Agreement; or (ii) failed to abide by any other requirement of this Agreement.  The license shall be deemed to be terminated  if this Agreement is terminated or if the Work Order to which the license relates is terminated.  Nothing in this Agreement or any Work Order shall be deemed to give the Client any ownership interest in any Software or in any intellectual property related thereto.  Reiss Electronics may permit other persons to use the Software and any portion thereof.

3. Software to be Hosted by Reiss Electronics.

The Client shall have no right to possess any copy of any software developed by Reiss Electronics pursuant to this Agreement or pursuant to any Work Order.  Reiss Electronics shall control and host such Software and shall grant the Client access to use the Software.  The Client shall not access or use the Software for any purpose other than the purpose(s) described in the Work Order relating to such Software.  The Client shall not download any portion of any Software or permit any other person to do so.

4. Payment to Reiss Electronics.

4.1 Software Development Fees.  The Client shall pay to Reiss Electronics all Software Development Fees described in each Work Order.

4.2 Hosting Fee.  For each item of Software, the Client shall pay to Reiss Electronics a monthly Hosting Fee or Platform fee as set forth in each Work Order.  Reiss Electronics may increase such Hosting Fee or Platform fee at any time and from time to time.

4.3 Method of Payment.  Reiss Electronics shall prepare and submit to the Client monthly invoices in which Reiss Electronics shall indicate the amount due from the Client for the preceding month and/or the amount due pursuant to a Work Order (i.e., progress payments and final payments).  Payment of this amount shall be due on the first business day of the following month.  All such payments shall be in lawful moneys of the United States of America by business check, money order, cashier’s check, or bank check and shall be made payable, without condition, to “Reiss Electronics LLC” and remitted to “Reiss Electronics LLC, PO Box 9468, Bolton, CT 06043”.

4.4 Late Payment by the Client.  Client shall pay all invoices no later than ten (10) days after the due date.  If the Client fails to timely pay Reiss Electronics, Reiss Electronics shall be entitled to charge a Late Payment Fee equal to two and one half percent (2.5%) per month of the amount that was due but not paid from the due date of the invoice.  The Late Payment Fee will be waived if the Client pays an invoice no later than thirty days after the due date.

4.5 Collection.  In the event that Reiss Electronics expends any sums to collect any amounts due it from the Client under the terms of this Agreement, the Client hereby agrees to pay to Reiss Electronics all reasonable costs of collection, as allowed under existing state and federal law, including but not limited to attorneys’ fees, bank fees, court entry fees, court filing fees, and sheriff/marshal costs.

4.6 Taxes.  All amounts stated to be payable by the Client under this Agreement or any Work Order are exclusive of sales tax, value added tax, or any other taxes, charges, or duties to which the supply of goods or services by Reiss Electronics hereunder may be subject or give rise.  Sales tax, value added tax, and any other taxes, charges, or duties plus any interest and penalties imposed with respect thereto shall, where applicable, be added to such amounts payable by the Client retrospectively if necessary, and shall be due and payable at the same time and in the same manner as such other amounts due hereunder are paid so that the net amount actually received by Reiss Electronics after the imposition of such taxes, charges, duties, interest, and penalties shall not be less than the amount that Reiss Electronics would have received if no such tax, charge, duty, interest, or penalty had been imposed.

5. Restrictions.

5.1 Unauthorized Use of Software.  The Client shall not use, copy, access, alter, improve, modify, edit, publish, repackage, or distribute any Software, or any portion thereof, in any manner not expressly permitted by this Agreement or the applicable Work Order.

5.2 Permitting Others to Use Software.  The Client shall not re-license or permit any party to copy, use, access, alter, display, publish, repackage, or distribute the Software, or any portion thereof other than as set forth in the Work Order.

5.3 Reverse Engineering.  At no time shall the Client attempt to re-create, reverse engineer, decompile, or otherwise imitate or infringe any aspect of the Software or any algorithms employed by the Software.  The Client shall instruct all of its employees, contractors, agents and affiliates who are permitted to use the Software in any way pursuant to the terms of the Work Order that, as a condition of their usage, they may not attempt to re-create, reverse engineer, decompile, or otherwise imitate or infringe any aspect of the Software or any algorithms employed by the Software.

5.4 Source Code.  The Client will not receive and will not attempt to gain access to the source code underlying the Software.

5.5 Precautions by the Client.  The Client will take all measures necessary to prevent any unauthorized person from gaining access to the Software.

6. Ownership.

6.1 Retention of Ownership by Reiss Electronics.  Reiss Electronics retains all of its ownership rights, title, and interest in and to the Software and any patent, copyright, trademark, technology, trade secret, or know-how incorporated into the Software.  This includes all copyright, patent and trademark rights in all material that is visually displayed through the use of the Software.  The Client is not acquiring any ownership right, title or interest of any nature whatsoever in the Software except the license rights provided in this Agreement.

6.2 Derivative Works.  The Client shall have no right to create derivative works of any kind that are in any way based on the Software.

6.3 Possession.  The Software shall remain in the possession of Reiss Electronics at all times.  The Client shall have no right to possess any copy of the Software or any portion thereof.

6.4 Cooperation.  The Client will use good faith efforts to cooperate with Reiss Electronics in the protection of Reiss Electronics’s intellectual property rights, at Reiss Electronics’s reasonable request.  Should the Client become aware of any evidence suggesting that any person or entity is infringing any of the rights described in this Section 6, the Client shall report this fact to Reiss Electronics immediately.  

6.5 Proprietary Notices.  The Client will not remove, alter, or conceal any Reiss Electronics proprietary notice displayed on the Software nor will the Client authorize others to do so.

7. Termination.

7.1 Termination of Agreement by Reiss Electronics.  Reiss Electronics may terminate this Agreement at any time for any reason by giving the Client written notice of termination at least thirty (30) days prior to the date on which such termination is to become effective.

7.2 Termination of Agreement by the Client.  The Client may terminate this Agreement at any time for any reason by taking both of the following actions: (i) giving Reiss Electronics written notice of termination at least thirty (30) days prior to the date on which such termination is to become effective; and (ii) delivering to Reiss Electronics a termination fee of two thousand five hundred dollars ($2500.00) or a termination fee set forth in a Work Order (the “Termination Fee”).  IN THE EVENT OF A TERMINATION BY THE CLIENT, THE CLIENT SHALL REMAIN LIABLE FOR THE IMMEDIATE PAYMENT OF ANY MONIES DUE TO Reiss Electronics UNDER THE TERMS OF THIS AGREEMENT (INCLUDING ALL WORK ORDERS) FOR WORK DONE BY Reiss Electronics THROUGH 11:59 P.M. EASTERN TIME ON THE DATE ON WHICH THE TERMINATION TAKES EFFECT.

7.3 Effect of Termination.  Upon and after the termination of this Agreement:

(a) All of Reiss Electronics’s obligations under this Agreement and related Work Orders shall be deemed null and void;

(b) All accrued and unpaid amounts shall become immediately due and payable;

(c) The Client shall cease to use the Software in any manner;

(d) All licenses granted pursuant to this Agreement shall terminate; and

(e) All access to the Software by Licensee shall terminate.

7.4 Continuing Obligations.  The expiration or termination of this Agreement shall not affect the following:

(a) the obligation of the Client to pay for services or access already received.

(b) the ongoing validity and enforceability of Sections 5, 6, 8, 9 and 11 of this Agreement.

7.5 Injunctive Relief.  Nothing in this Agreement shall limit the right of either party to seek injunctive relief, to the extent available, in respect of breaches of this Agreement.

8. Confidentiality.

8.1 Confidential Information.  Reiss Electronics and the Client acknowledge that during the Term of this Agreement both parties may have access to proprietary or trade secret information of the other, including but not limited to information concerning the other's business affairs, property, methods of operation, processing systems, or other matters (the "Confidential Information').  The Confidential Information of Reiss Electronics shall include but shall not be limited to the Software, this Agreement, and all Work Orders.

8.2 Obligations of Confidentiality.  Reiss Electronics and the Client agree to maintain the Client’s Confidential Information and the Client agrees to maintain Reiss Electronics’s Confidential Information in strict confidence and not to disclose the same to any third party without the prior written consent of the other party, save to the extent necessary for the proper performance of the parties’ respective obligations hereunder.  Without limiting the generality of the foregoing, Reiss Electronics and the Client each agrees:

(a) not to disclose or permit any other person or entity access to the other party’s Confidential Information, except that disclosure or access shall be permitted to an employee, officer, director, agent, representative, external or internal auditor, attorney, or independent contractor of the party requiring access to such information in the course of his or her employment or services;

(b) to ensure that its employees, officers, directors, agents, representatives, external or internal auditors, attorneys and independent contractors are advised of the confidential nature of the other party’s Confidential Information, provided that, in any event, the Client and Reiss Electronics shall each be liable for any breach of this Section 8.2 by its employees, officers, directors, agents, representatives, external or internal auditors, attorneys, and independent contractors and affiliates;

(c) not to alter or remove any identification, copyright or proprietary rights notice which indicates the other party’s ownership of any Confidential Information; and

(d) to notify the other promptly and in writing of the circumstances surrounding any possession, use, or knowledge of the other party’s Confidential Information at any location or by any person or entity other than those authorized by this Agreement.

8.3 Release of Information.

The Client specifically agrees that the Client's Confidential Information may be made available to third parties to the extent necessary or desirable for the proper performance of the Client's obligations under this Agreement.

8.4 Exclusions.  Nothing in this Section 8 shall restrict either party with respect to information or data identical or similar to that contained in the other party’s Confidential Information, that:

(a) such party rightfully possessed before it received the information from the other party, as evidenced by written documentation;

(b) subsequently becomes publicly available through no fault of such party.

(c) is subsequently furnished rightfully to such party by a third party (no affiliate of the Client or Reiss Electronics shall be considered to be a third party) not known to be under restrictions on use or disclosure;

(d) is independently developed by an employee, agent, or contractor of such party; or

(e) is required to be disclosed by legislation or by subpoena or other court order, provided that the party required to so disclose shall promptly (unless such action shall be prohibited by law) notify the other party prior to disclosure and permit that other party to challenge and/or defend against such requirement.

8.5. Nonsolicitation of Employees.  Client will not privately contact, nor solicit, entice or persuade any employee or consultant of Reiss Electronics to leave the services of Reiss Electronics for any reason while this Agreement or any Work Order is in effect or for a period of twenty-four (24) months following last date upon which this Agreement or any Work Order is in effect.

8.6. Confidential Personal Information.  Client shall not share or collect the personal data of any Reiss Electronics employees, except as warranted for the purposes of this Agreement or a Work Order

8.7. Remedy.  In the event of any breach of this Section 8, the parties agree that the non-breaching party will suffer irreparable harm and the total amount of monetary damages for any injury to the non-breaching party from any violation of this Section 8 will be impossible to calculate and will therefore be an inadequate remedy.  Accordingly, the parties agree that the non-breaching party shall be entitled to temporary and permanent injunctive relief against the breaching party, its employees, officers, directors, agents, representatives, external or internal auditors, attorneys or independent contractors, in addition to the other rights and remedies to which the non-breaching party may be entitled at law, in equity and under this Agreement, for any violation of this Section 8.  The provisions of this Section 8 shall survive the expiration or termination of this Agreement.

9. Indemnification.

9.1. General.         The Client will indemnify, defend, and hold harmless Reiss Electronics, its members, managers, officers, employees, agents, and affiliates from and against any loss, damage or cost (including reasonable attorneys fees, court costs, expert witness fees, expenses, and costs of settlement) arising out of any third party claim relating to:  (i) the Client’s use of Software; (ii) any changes made to the Software by or on behalf of the Client; (iii) any claim, investigation, or cause of action initiated by any U.S. governmental entity or regulatory agency arising out of the use of the Software; or (iv) any taxes due with respect to this Agreement or the Client’s provision of services to its customers that the Client is obligated to pay pursuant to Section 4.6 of this Agreement.

10. Representations and Warranties and Disclaimers.

10.1. Reiss Electronics’s Representations.  Reiss Electronics represents and warrants that:

(a) It has full power and authority to execute and deliver this Agreement and to perform its obligations hereunder;

(b) It has by proper action duly authorized the execution and delivery of this Agreement and, when executed and delivered, this Agreement shall constitute a legal, valid, and binding Agreement of Reiss Electronics enforceable in accordance with its terms;

(c) The execution and delivery of this Agreement and the consummation of the transactions herein contemplated do not conflict in any material respect with or constitute a material breach or material default under the terms and conditions of any documents, agreements, or other writings to which it is a party.

10.2. Client’s Representations.  The Client represents and warrants that:

(a) It has full power and authority to execute and deliver this Agreement and to perform its obligations hereunder;

(b) It has by proper action duly authorized the execution and delivery of this Agreement and, when executed and delivered, this Agreement shall constitute a legal, valid, and binding Agreement of the Client enforceable in accordance with its terms;

(c) The execution and delivery of this Agreement and the consummation of the transactions herein contemplated do not conflict in any material respect with or constitute a material breach or material default under the terms and conditions of any documents, agreements or other writings to which it is a party.

11. Limitation on Liability.

11.1. Limitation on Liability.  The cumulative liability of Reiss Electronics for any loss or damage due to any cause whatsoever shall not under any circumstances exceed the amount paid by the Client to Reiss Electronics under this Agreement.

11.2. NO CONSEQUENTIAL LOSS.  UNLESS OTHERWISE AGREED TO IN THIS AGREEMENT, Reiss Electronics SHALL HAVE NO LIABILITY TO THE CLIENT FOR INDIRECT OR OTHER CONSEQUENTIAL LOSSES (INCLUDING WITHOUT LIMITATION LOSS OF BUSINESS, LOSS OF PROFITS, OR EXEMPLARY OR PUNITIVE DAMAGES) WHETHER ARISING FROM NEGLIGENCE, BREACH OF CONTRACT, TORT, BREACH OF STATUTORY DUTY OR OTHERWISE, LIABILITY FOR EACH OF WHICH IS HEREBY EXPRESSLY EXCLUDED BY AGREEMENT OF THE PARTIES REGARDLESS OF WHETHER SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR OTHER DAMAGES.

11.3. Survival.  The provisions of this Section 11 shall survive the expiration or termination of this Agreement for any reason whatsoever.

11.4. GENERAL DISCLAIMER OF WARRANTY.  TO THE FULLEST EXTENT PERMITTED BY LAW, Reiss Electronics SPECIFICALLY DISCLAIMS ALL TERMS, CONDITIONS, WARRANTIES, AND UNDERTAKINGS OF ANY KIND, EXPRESS OR IMPLIED, REGARDING THE SOFTWARE AND ANY SERVICES ARISING OUT OF OR RELATED TO THIS AGREEMENT (AS OPPOSED TO EXPRESSLY SET OUT WITHIN IT), INCLUDING BUT NOT LIMITED TO THOSE RELATING TO MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE, SATISFACTORY QUALITY, AND TIME FOR PERFORMANCE, EACH OF WHICH IS HEREBY EXPRESSLY EXCLUDED BY AGREEMENT OF THE PARTIES.  Reiss Electronics DOES NOT WARRANT THAT THE SOFTWARE WILL BE ERROR-FREE OR THAT IT WILL MEET LICENSEE’S SPECIFIC NEEDS.  Reiss Electronics MAKES NO WARRANTY WHATSOEVER REGARDING THE ACCURACY OF THE INFORMATION CONTAINED IN THE SOFTWARE.

11.5. Reasonableness.  Each party expressly agrees that the exclusions and limitations of liability and the disclaimers contained in this Section 11 and in this Agreement are reasonable and appropriate, taking into consideration all circumstances relevant to the entering into and performance of this Agreement.

12. No Partnership/Joint Venture.        Nothing in this Agreement is intended to nor shall it be construed in any way to create a partnership, joint venture, or agency relationship between Reiss Electronics and the Client.  Neither party shall have the right to act on behalf of the other in respect of any matter that is the subject of this Agreement.

13. Assignment.   Client may not assign or otherwise transfer its rights or obligations under this Agreement except with the written consent of Reiss Electronics, which may be withheld in Reiss Electronics’s sole discretion.  Any prohibited assignment shall be null and void.  This Agreement shall be binding upon and inure to the benefit of the parties hereto, and their respective successors and permitted assigns.

Reiss Electronics may assign this Agreement and Work Order to any other party.

14. Waiver and Severability.      The failure of any party to enforce any of the provisions hereof shall not be construed as a waiver of the right of such party thereafter to enforce such provisions.  The terms and conditions stated herein are declared to be severable.  If any provision of this Agreement shall be held to be invalid, illegal, or unenforceable, it shall be enforced to the maximum extent possible.  The validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

15. Notices.           Any notice, demand or other document required or permitted to be delivered hereunder shall be in writing and may be delivered personally or shall be deemed to be delivered:  (a) one (1) calendar day after such notice is faxed to the party at its fax number indicated below, or at such other fax number as may have theretofore been specified in written notice delivered in accordance herewith; or (b) three (3) calendar days after such notice is deposited in the United States mail, postage prepaid, registered or certified mail, return receipt requested or other traceable express mail services such as but not limited to UPS, DHL, Federal Express, addressed to the party at the address indicated below, or at such other address as may have theretofore been specified in written notice delivered in accordance herewith.

If to the Client:

                                               
Attn:                                       
                                               
                                               
                                               

If to Reiss Electronics:

Reiss Electronics LLC
Attn: Kenneth A. Reiss
President
PO Box 9468
Bolton, CT 06043

16. Force Majeure and Disaster Recovery.

If the performance of the Software or the performance by either party of any service or obligation under this Agreement (other than the payment of amounts due) is prevented, restricted, delayed or interfered with by reason of any act, omission or occurrence whatsoever, which is beyond the reasonable control of that party, including but not limited to strikes, lockouts or other labor disputes or disturbances (other than strikes, lockouts or other labour disputes or disturbances involving only employees of that party or of its affiliates), acts of God, fire, floods, lightning, severe weather, shortages of materials, rationing, utility or communication failures, failure or delay in any system of electronically transmitting or receiving information or funds, earthquakes, war, revolution, civil commotion, acts of terrorism, acts of public enemies, blockade, embargo, or any law, order, proclamation, regulation, ordinance, demand or requirement (that is extraordinary and unforeseeable and which prevents or materially restricts, delays or interferes with the party’s performance) having legal effect of any government or any judicial authority or representative of any such government, then, that party shall be excused from the performance without liability, to the extent of the prevention, restriction, delay or interference.  If either party is affected by circumstances constituting Force Majeure under this Section 16, that party shall give prompt written notice to the other party and promptly take reasonable steps to overcome such circumstances (if possible), and to mitigate the consequences thereof.

17. Interpretation of this Agreement

(a) The Section and Exhibit headings in this Agreement are solely for convenience and shall not affect its interpretation.

(b) The recitals set forth on the first page of this Agreement are incorporated into the body of this Agreement.

(c) The Exhibits and Work Orders referred to throughout this Agreement will be attached to and incorporated into this Agreement and any reference to this Agreement shall include the Exhibits and Work Orders.

(d) Unless the context clearly indicates otherwise, words used in the singular include the plural, words used in the plural include the singular and the word “including” means “including but not limited to”.

18. Governing Law.        This Agreement will be governed by and construed in accordance with the laws of the State of Connecticut.

19. Entire Agreement; Counterparts.   This Agreement, including all Exhibits and Work Orders, represents the entire agreement of the parties, and supersedes any prior or contemporaneous understandings, whether written or oral.  This Agreement may be executed in two or more counterparts, and each such counterpart shall be deemed an original thereof.  If this Agreement or any Work Order is not signed by Client, Client shall be deemed to have accepted the terms of this Agreement and any Work Order by accessing and using the Software.    

20. Modification.    This Agreement may not be amended or modified except as expressly provided herein or in writing by the parties and signed by authorized representatives of the parties.

IN WITNESS WHEREOF, each party hereto has executed or caused this Agreement to be executed on its behalf, on the Effective Date first above stated.












Domain Registration System Uniform Dispute Resolution Policy

Domain Registration System Agreement

1. AGREEMENT. In this Registration Agreement ('Agreement') "you" and "your" refer to each customer, "we", us" and "our" refer to TUCOWS.com Inc. and "Services" refers to the domain name registration provided by us as offered through Reiss Electronics LLC, the Registration Service Provider ('RSP'). This Agreement explains our obligations to you, and explains your obligations to us for various Services.

2. SELECTION OF A DOMAIN NAME. You represent that, to the best of the your knowledge and belief, neither the registration of the SLD name nor the manner in which it is directly or indirectly used infringes the legal rights of a third party and that the Domain Name is not being registered for any unlawful purpose.

3. FEES. As consideration for the services you have selected, you agree to pay to us, or your respective RSP who remits payment to us on your behalf, the applicable service(s) fees. All fees payable hereunder are non-refundable. As further consideration for the Services, you agree to: (1) provide certain current, complete and accurate information about you as required by the registration process and (2) maintain and update this information as needed to keep it current, complete and accurate. All such information shall be referred to as account information ('Account Information'). You, by completing and submitting this Agreement represent that the statements in your application are true.

4. TERM. You agree that the Registration Agreement will remain in full force during the length of the term of your Domain Name Registration. Should you choose to renew or otherwise lengthen the term of your Domain Name Registration, then the term of this Registration Agreement will be extended accordingly. This Agreement will remain in full force during the length of the term of your Domain Name Registration as selected, recorded, and paid for upon registration of the Domain Name. Should you choose to renew or otherwise lengthen the term of your Domain Name Registration, then the term of this Registration Agreement will be extended accordingly. Should you transfer your domain name or should the domain name otherwise be transferred due to another Registrar, the terms and conditions of this contract shall cease and shall be replaced by the contractual terms in force for the purpose of registering domain names then in force between SLD holders and the new Registrar.

5. MODIFICATIONS TO AGREEMENT. You agree, during the period of this Agreement, that we may: (1) revise the terms and conditions of this Agreement; and (2) change the services provided under this Agreement. Any such revision or change will be binding and effective immediately on posting of the revised Agreement or change to the service(s) on our web site, or on notification to you by e-mail or regular mail as per the Notices section of this agreement. You agree to review our web site, including the Agreement, periodically to be aware of any such revisions. If you do not agree with any revision to the Agreement, you may terminate this Agreement at any time by providing us with notice by e-mail or regular mail as per the Notices section of this agreement. Notice of your termination will be effective on receipt and processing by us. You agree that, by continuing to use the Services following notice of any revision to this Agreement or change in service(s), you shall abide by any such revisions or changes. You further agree to abide by the ICANN Uniform Dispute Resolution Policy ('Dispute Policy') as amended from time to time. You agree that, by maintaining the reservation or registration of your domain name after modifications to the Dispute Policy become effective, you have agreed to these modifications. You acknowledge that if you do not agree to any such modifications, you may request that your domain name be deleted from the domain name database.

6. MODIFICATIONS TO YOUR ACCOUNT. In order to change any of your account information with us, you must use your Account Identifier and Password that you selected when you opened your account with us. Please safeguard your Account Identifier and Password from any unauthorized use. In no event will we be liable for the unauthorized use or misuse of your Account Identifier or Password.

7. DOMAIN NAME DISPUTE POLICY. If you reserved or registered a domain name through us, or transferred a domain name to us from another registrar, you agree to be bound by the Dispute Policy which is incorporated herein and made a part of this Agreement by reference. The current version of the Dispute Policy may be found at http://www.opensrs.org/legal/udrp.shtml. Please take the time to familiarize yourself with this policy.

8. DOMAIN NAME DISPUTES. You agree that, if the registration or reservation of your domain name is challenged by a third party, you will be subject to the provisions specified in the Dispute Policy in effect at the time of the dispute. You agree that in the event a domain name dispute arises with any third party, you will indemnify and hold us harmless pursuant to the terms and conditions contained in the Dispute Policy. For any dispute, you agree to submit to the jurisdiction of the courts of The Province of Ontario.

9. ICANN POLICY. You agree that your registration of the SLD name shall be subject to suspension, cancellation, or transfer pursuant to any ICANN-adopted policy, or pursuant to any registrar or registry procedure not inconsistent with an ICANN-adopted policy, (1) to correct mistakes by Registrar or the Registry in registering the name or (2) for the resolution of disputes concerning the SLD name.

10. AGENCY. Should you intend to license use of a domain name to a third party you shall nonetheless be the SLD holder of record and are therefore responsible for providing your own full contact information and for providing and updating accurate technical and administrative contact information adequate to facilitate timely resolution of any problems that arise in connection with the SLD. You shall accept liability for harm caused by wrongful use of the SLD, unless you promptly disclose the identity of the licensee to the party providing you reasonable evidence of actionable harm. You also represent that you have provided notice of the terms and conditions in this Agreement to the third party and that the third party agrees to the terms of Disclosure and Use of Registration Information (sections 18 and 19 of this Agreement).

11. ANNOUNCEMENTS. We and the RSP reserve the right to distribute information to you that is pertinent to the quality or operation of our services and those of our service partners. These announcements will be predominately informative in nature and may include notices describing changes, upgrades, new products or other information to add security or to enhance your identity on the Internet.

12. LIMITATION OF LIABILITY. You agree that our entire liability, and your exclusive remedy, with respect to any Services(s) provided under this Agreement and any breach of this Agreement is solely limited to the amount you paid for such Service(s). We and our contractors shall not be liable for any direct, indirect, incidental, special or consequential damages resulting from the use or inability to use any of the Services or for the cost of procurement of substitute services. Because some states do not allow the exclusion or limitation of liability for consequential or incidental damages, in such states, our liability is limited to the extent permitted by law. We disclaim any and all loss or liability resulting from, but not limited to: (1) loss or liability resulting from access delays or access interruptions; (2) loss or liability resulting from data non-delivery or data mis-delivery; (3) loss or liability resulting from acts of God; (4) loss or liability resulting from the unauthorized use or misuse of your account identifier or password; (5) loss or liability resulting from errors, omissions, or misstatements in any and all information or services(s) provided under this Agreement; (6) loss or liability resulting from the interruption of your Service. You agree that we will not be liable for any loss of registration and use of your domain name, or for interruption of business, or any indirect, special, incidental, or consequential damages of any kind (including lost profits) regardless of the form of action whether in contract, tort (including negligence), or otherwise, even if we have been advised of the possibility of such damages. In no event shall our maximum liability exceed five hundred ($500.00) dollars.

13. INDEMNITY. You agree to release, indemnify, and hold us, our contractors, agents, employees,officers, directors and affiliates harmless from all liabilities, claims and expenses, including without limitation Network Solutions, Inc., and the directors, officers, employees and agents of each of them, including attorney's fees, of third parties relating to or arising under this Agreement, the Services provided hereunder or your use of the Services, including without limitation infringement by you, or someone else using the Service with your computer, of any intellectual property or other proprietary right of any person or entity, or from the violation of any of our operating rules or policy relating to the service(s) provided. You also agree to release, indemnify and hold us harmless pursuant to the terms and conditions contained in the Dispute Policy. When we are threatened with suit by a third party, we may seek written assurances from you concerning your promise to indemnify us; your failure to provide those assurances may be considered by us to be a breach of your Agreement and may result in deactivation of your domain name.

14. TRANSFER OF OWNERSHIP. The person named as administrative contact at the time the controlling user name and password are secured shall be the owner of the domain name. You agree that prior to transferring ownership of your domain name to another person (the Transferee') you shall require the Transferee to agree, in writing to be bound by all the terms and conditions of this Agreement. Your domain name will not be transferred until we receive such written assurances or other reasonable assurance that the Transferee has been bound by the contractual terms of this Agreement (such reasonable assurance as determined by us in our sole discretion) along with the applicable transfer fee. If the Transferee fails to be bound in a reasonable fashion (as determine by us in our sole discretion) to the terms and conditions in this Agreement, any such transfer will be null and void.

15. BREACH. You agree that failure to abide by any provision of this Agreement, any operating rule or policy or the Dispute Policy provided by us, may be considered by us to be a material breach and that we may provide a written notice, describing the breach, to you. If within thirty (30) calendar days of the date of such notice, you fail to provide evidence, which is reasonably satisfactory to us, that you have not breached your obligations under the Agreement, then we may delete the registration or reservation of your domain name. Any such breach by you shall not be deemed to be excused simply because we did not act earlier in response to that, or any other breach by you.

16. NO GUARANTY. You agree that, by registration or reservation of your chosen domain name, such registration or reservation does not confer immunity from objection to either the registration, reservation, or use of the domain name.

17. DISCLAIMER OF WARRANTIES. You agree that your use of our Services is solely at your own risk. You agree that such Service(s) is provided on an "as is," "as available" basis. We expressly disclaim all warranties of any kind, whether express or implied, including but not limited to the implied warranties of merchantability, fitness for a particular purpose and non-infringement. We make no warranty that the Services will meet your requirements, or that the Service(s) will be uninterrupted, timely, secure, or error free; nor do we make any warranty as to the results that may be obtained from the use of the Service(s) or as to the accuracy or reliability of any information obtained through the Service or that defects in the Service will be corrected. You understand and agree that any material and/or data downloaded or otherwise obtained through the use of Service is done at your own discretion and risk and that you will be solely responsible for any damage to your computer system or loss of data that results from the download of such material and/or data. We make no warranty regarding any goods or services purchased or obtained through the Service or any transactions entered into through the Service. No advice or information, whether oral or written, obtained by you from us or through the Service shall create any warranty not expressly made herein.

18. INFORMATION. As part of the registration process, you are required to provide us certain information and to update us promptly as such information changes such that our records are current, complete and accurate. You are obliged to provide us the following information:

i) Your name and postal address (or, if different, that of the domain name holder);

ii) The domain name being registered

iii) The name, postal address, e-mail address, and voice and fax (if available) telephone numbers of the administrative contact for the domain name.

iv) The name, postal address, e-mail address, and voice and fax (if available) telephone numbers of the billing contact for the domain name.

Any other information which we request from you at registration is voluntary. Any voluntary information we request is collected such that we can continue to improve the products and services offered to you through your RSP.

19. DISCLOSURE AND USE OF REGISTRATION INFORMATION. You agree and acknowledge that we will make domain name registration information you provide available to ICANN, to the registry administrators, and to other third parties as ICANN and applicable laws may require or permit. You further agree and acknowledge that we may make publicly available, or directly available to third party vendors, some, or all, of the domain name registration information you provide, for purposes of inspection (such as through our WHOIS service) or other purposes as required or permitted by ICANN and the applicable laws.

You hereby consent to any and all such disclosures and use of, and guidelines, limits and restrictions on disclosure or use of, information provided by you in connection with the registration of a domain name (including any updates to such information), whether during or after the term of your registration of the domain name. You hereby irrevocably waive any and all claims and causes of action you may have arising from such disclosure or use of your domain name registration information by us.

You may access your domain name registration information in our possession to review, modify or update such information, by accessing our domain manager service, or similar service, made available by us through your RSP.

We will not process data about any identified or identifiable natural person that we obtain from you in a way incompatible with the purposes and other limitations which we describe in this Agreement.

We will take reasonable precautions to protect the information we obtain from you from our loss, misuse, unauthorized accessor disclosure, alteration or destruction of that information.

20. REVOCATION. Your willful provision of inaccurate or unreliable information, your willful failure promptly to update information provided to us, or your failure to respond for over fifteen calendar days to inquiries by us concerning the accuracy of contact details associated with the your registration shall constitute a material breach of this Agreement and be a basis for cancellation of the SLD registration.

21. RIGHT OF REFUSAL. We, in our sole discretion, reserve the right to refuse to register or reserve your chosen domain name or register you for other Services within thirty (30) calendar days from receipt of your payment for such services. In the event we do not register or reserve your domain name or register you for other Services, or we delete your domain name or other Services within such thirty (30) calendar day period, we agree to refund your applicable fee(s). You agree that we shall not be liable to you for loss or damages that may result from our refusal to register, reserve, or delete your domain name or register you for other Services.

22. SEVERABILITY. You agree that the terms of this Agreement are severable. If any term or provision is declared invalid or unenforceable, that term or provision will be construed consistent with applicable law as nearly as possible to reflect the original intentions of the parties, and the remaining terms and provisions will remain in full force and effect.

23. NON-AGENCY. Nothing contained in this Agreement or the Dispute Policy shall be construed as creating any agency, partnership, or other form of joint enterprise between the parties.

24. NON-WAIVER. Our failure to require performance by you of any provision hereof shall not affect the full right to require such performance at any time thereafter; nor shall the waiver by us of a breach of any provision hereof be taken or held to be a waiver of the provision itself.

25. NOTICES. Any notice, direction or other communication given under this Agreement shall be in writing and given by sending it via e-mail or via regular mail. In the case of e-mail, valid notice shall only have been deemed to have been given when an electronic confirmation of delivery has been obtained by the sender. In the case of e-mail notification to us or to the RSP to [email protected] or [email protected] or, in the case of notice to you, at the e-mail address provided by you in your WHOIS record. Any e-mail communication shall be deemed to have been validly and effectively given on the date of such communication, if such date is a business day and such delivery was made prior to 4:00 p.m. EST, otherwise it will be deemed to have been delivered on the next business day. In the case of regular mail notice, valid notice shall be deemed to have been validly and effectively given 5 business days after the date of mailing and, in the case of notification to us or to the RSP shall be sent to:

TUCOWS.com Inc. Registrant Affairs Office 96 Mowat Avenue Toronto, Ontario M6K 3M1

- OR -

Reiss Electronics LLC Domain Registration Services, PO Box 9468, Bolton, CT 06043

and in the case of notification to you shall be to the address specified in the "Administrative Contact" in your WHOIS record.

26. ENTIRETY. You agree that this Agreement, the rules and policies published by us and the Dispute Policy are the complete and exclusive agreement between you and us regarding our Services. This Agreement and the Dispute Policy supersede all prior agreements and understandings, whether established by custom, practice, policy or precedent.

27. GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND INTERPRETED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF PROVINCE OF ONTARIO AND THE FEDERAL LAWS OF CANADA APPLICABLE THEREIN WITHOUT REFERENCE TO RULES GOVERNING CHOICE OF LAWS. ANY ACTION RELATING TO THIS AGREEMENT MUST BE BROUGHT IN ONTARIO AND YOU IRREVOCABLY CONSENT TO THE JURISDICTION OF SUCH COURTS.

28. INFANCY. You attest that you are of legal age to enter into this Agreement.

29. ACCEPTANCE OF AGREEMENT. YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND AGREE TO ALL ITS TERMS AND CONDITIONS. YOU HAVE INDEPENDENTLY EVALUATED THE DESIRABILITY OF THE SERVICE AND ARE NOT RELYING ON ANY REPRESENTATION AGREEMENT., GUARANTEE OR STATEMENT OTHER THAN AS SET FORTH IN THIS AGREEMENT.

30. Transfer to another Registrar You agree that you may not transfer your domain name registration to another domain name registrar during the first sixty (60) days from the effective date of your initial domain name registration with Reiss Electronics LLC. You agree to provide written authorization to Reiss Electronics LLC for the transfer of the domain name to another registrar and agree to pay any and all fees that may be charged by Reiss Electronics LLC to effect the transfer. Your request to transfer to another registrar may be denied in situations described in the Dispute Policy, including, but not limited to: a dispute over the identity of the domain name holder; bankruptcy; and default in the payment of any fees.

Page Updated June 7, 2001
(c) 2000  The Internet Corporation for Assigned Names and Numbers and Reiss Electronics LLC All rights reserved.