TERMS OF USE

IMPORTANT READ CAREFULLY:  This License Agreement is a legal agreement between SUBSCRIBER, and Valucom, Inc. for the TariffNet database, which includes access to the TariffNet database, software services, and associated printed materials (if any), and may include online or electronic documentation.  By using TariffNet, you agree to be bound by the terms of this Agreement.  If you do not agree to the terms of this Agreement, you are not authorized to use TariffNet. Valucom reserves the right to modify this agreement without notice to any user of the website.

TariffNet is protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties. TariffNet is licensed, not sold.

1. GRANT OF LICENSE
This Agreement grants the SUBSCRIBER a personal, non-exclusive, non-transferable right to use the TariffNet database on a single SUBSCRIBER and a single concurrent connection basis for each SUBSCRIBER ID purchased under this Agreement.

This license is granted to SUBSCRIBER for the consideration of the license fees as specified on the most current invoice and includes the tariffs and software services selected and paid for by the SUBSCRIBER.

2. RESTRICTIONS
-- SUBSCRIBER may not distribute copies of the TariffNet database or other supporting material to third parties.
-- SUBSCRIBER may not rent, lease, license or otherwise transfer, distribute, or disseminate the TariffNet database or derivative works thereof, or documentation to any person or entity, without the express written consent of Valucom.
-- SUBSCRIBER must comply with all applicable laws regarding the use of the TariffNet database.
-- SUBSCRIBER may not alter the TariffNet database or supporting documentation.

3. EXCESSIVE DOWNLOADING.
This online database is provided for research purposes only, and access is granted through server-based search-and-retrieval software maintained by Valucom. While the user is encouraged to keep a research copy of any downloaded file, any download by a user of numbers of files not associated with normal levels of search-and-retrieval activity may cause immediate suspension of a user account pending investigation by Valucom. Any attempt to create, or the creation of, a duplicate database of the Content or a significant part of the Content is a violation of these Terms and Conditions, such action will result in the permanent termination of the user's right to access the Content, and legal action may be taken to prohibit the user's use and possession of the part of the Content involved. If a user's right to access the Content is terminated for violation of these Terms and Conditions, the user shall forfeit the balance of user's subscription fees.

4. RATES CHARGES AND PAYMENT
SUBSCRIBER shall pay to VALUCOM all recurring charges for the first year’s annual subscription rates as specified on the most current invoice prior to being given access to TariffNet.  Each successive year thereafter the annual subscription fees are due and payable upon receipt of VALUCOM’s invoice.  All fees set forth are annual recurring fees with the exception of any initial setup charges.

If SUBSCRIBER has not paid VALUCOM’s invoice for the current year’s subscription fee within thirty (30) days, finance charges at the rate of fifteen (15) percent per year will be applicable.

It is further agreed that all recurring annual subscription fees may, at Valucom’s discretion, be adjusted based on increases in the Consumer Price Index as maintained by the United States government.  Valucom shall issue and mail to SUBSCRIBER its revised annual subscription fees at least sixty (60) days prior to the start of the next annual period.  All payments are considered prepayments and are not on account of antecedent debt.  Valucom will not perform or provide any services until payment is received.

5. TERM
The terms and conditions of this Agreement shall become effective upon execution by both parties.  Notwithstanding the foregoing, for purposes of computing the commencement date of the initial and renewal subscription terms, this Agreement shall be deemed to commence on the day in which access to TariffNet is provided and shall remain in effect for the initial term of  One ( 1 ) year. Thereafter it shall automatically renew for successive one  (1) year renewal terms unless either party gives written notice to the other, not less than seventy-five (75) days prior to the expiration of such initial or renewal term, of its election to terminate this Agreement. VALUCOM further agrees that ninety (90) days prior to the expiration of this contract, VALUCOM will notify SUBSCRIBER of any price increases for subsequent subscription years that VALUCOM may propose at the end of the initial term of this agreement.  Further, VALUCOM agrees that any increases in annual fees after the initial term of this Agreement will not exceed the greater of ten (10) percent or the increase in the Consumer Price Index (CPI) as maintained by the United States government.

6. TERMINATION
Valucom may terminate this Agreement if the SUBSCRIBER fails to comply with the terms and conditions of this Agreement.  SUBSCRIBER may terminate the license prior to the end of the selected subscription term by providing Valucom ninety (90) days written notice.  If the SUBSCRIBER terminates this Agreement for any reason other than Valucom’s breach of this Agreement or Valucom’s default of its obligations, the following termination charges will apply: forfeiture of the remainder of the current period’s license fee.

7. COPYRIGHT
All title and copyrights in and to TariffNet and any copies thereof are owned by Valucom or its suppliers.  All title and intellectual property rights in and to the content which may be accessed through TariffNet is the property of the respective content owner and may be protected by applicable copyright or other intellectual property laws and treaties.  This Agreement grants SUBSCRIBER no rights to use of such content.

8. NO WARRANTY
ANY USE OF TARIFFNET IS AT YOUR OWN RISK.  TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, VALUCOM AND ITS SUPPLIERS DISCLAIM ALL WARRANTIES AND CONDITIONS, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT.

9. NO LIABILITY FOR CONSEQUENTIAL DAMAGES
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL VALUCOM OR ITS SUPPLIERS BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR ANY OTHER PECUNIARY LOSS) ARISING OUT OF THE USE OR INABILITY TO USE TARIFFNET  / TARIFFNET, EVEN IF VALUCOM HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  BECAUSE SOME STATES AND JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

10. LIMITATION OF LIABILITY
VALUCOM’S ENTIRE LIABILITY AND THE SUBSCRIBER’S EXCLUSIVE REMEDY UNDER THIS AGREEMENT SHALL NOT EXCEED FIVE DOLLARS (US $ 5.00).

11. TITLE
Valucom represents that it has the right to grant the rights and privileges to the database and documentation recited herein.  All rights not expressly granted herein are reserved by Valucom.  Valucom shall be entitled to pursue any legal and/or equitable action against the SUBSCRIBER with regard to infringement of its copyright on the database and/or documentation or any other proprietary interests therein.  Furthermore, Valucom shall be entitled to pursue all appropriate legal and/or equitable actions for any breach by the SUBSCRIBER of the terms and conditions recited herein.

12. ENTIRE AGREEMENT
This Agreement embodies the entire understanding of the parties and supercedes previous or contemporaneous licenses, communications, representations, or undertakings, written or oral, between the parties related to the database or documentation.  This Agreement is governed by the laws of the Commonwealth of Virginia and of the United States of America.

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