1.1 This Agreement governs your ("Client") use of this web site (the "Web Site") and its associated services (the "Web Service"), which are owned and operated by CDYNE Corporation and its subsidiaries, affiliates, divisions and related companies ("CDYNE").
1.2 CDYNE reserves the right, in its discretion, to change or modify all or any part of this Agreement at any time, effective immediately upon notice published on the Web Service. Your use of the Web Service constitutes your binding acceptance of these terms and conditions, including any changes or modifications made by CDYNE as permitted above. If at any time the terms and conditions of this Agreement are no longer acceptable to you, you should immediately cease use of the Web Service and the Interactive Areas.
2. Use of Content.
2.1 CDYNE Web Services may be used for any lawful purpose by the CLIENT. The CLIENT shall, at all times, use the Services in compliance with all applicable laws, rules, regulations, governmental orders and decisions. The CLIENT obtains no proprietary right or interest in, or any right to the use of, any specific type of facility, service, equipment, number, IP address, process or code associated with the Web Services. All right, title and interest to such items remain at all times solely with CDYNE.
2.2 To the extent that CDYNE provides its Postal Address Verification API, CDYNE grants to the CLIENT a temporary, non-exclusive and non-transferable license to such software for the sole purpose of enabling the CLIENT to use such Web Services.
2.3 To the extent that CDYNE provides its Phone Notify API, CDYNE grants to the CLIENT a temporary, non-exclusive and non-transferable license to such software for the sole purpose of enabling the CLIENT to use such Web Services. Furthermore, CLIENT agrees to use the caller id modification feature of the Web Service to transmit and display legitimate telephone numbers which are in service and registered to the CLIENT or authorized agents. Caller ID "spoofing" for illegitimate, misleading, or harassing purposes is expressly forbidden when using CDYNE Phone Notify Web Service.
2.4 To the extent that CDYNE provides its SMS Notify API, CDYNE grants to the CLIENT a temporary, non-exclusive and non-transferable license to such software for the sole purpose of enabling the CLIENT to use such Web Services. Furthermore, CLIENT agrees to use the SMS HELP Response feature of the Web Service to transmit and display legitimate Company Name and two valid forms of contact (i.e. website, email, phone or address) which are in service and registered to the CLIENT or authorized agents. Text messaging from CDYNE servers for unsolicited, illegitimate, misleading, or harassing purposes is expressly forbidden when using CDYNE SMS Notify Web Service. The FCC requires that all SMS recipients explicitly opt-in prior to receiving any text messages in the United States. By signing up for SMS Notify! you are agreeing you will not send unsolicited messages and will adhere to any and all local, state and federal guidelines for SMS messaging regardless of state or country of origin or destination for any particular message. Please review the SMS Notify! Opt-In Policy.
2.5 CDYNE’s Web Services are provided on the basis of, and are subject to, service, facility and equipment availability. CDYNE shall not be required to provide service to any person or company who, in the opinion of CDYNE, would compromise the technical, financial or operational integrity of CDYNE its database or network. CDYNE reserves the right not to provide Services where necessary facilities, equipment or services are not available for any reason whatsoever. Should CDYNE chose not to provide Services pursuant to this provision, CDYNE will refund to the CLIENT any advance fees and CLIENT will be released from further payment obligations.
3. Rules of Conduct.
CLIENT shall not post or transmit via any CDYNE Web Service any content which (a) is libelous, defamatory, obscene, pornographic, abusive, harassing or threatening; (b) contains viruses or other contaminating or destructive features; (c) violates the rights of others, such as content which infringes any copyright, trademark, patent, trade secret or violates any right of privacy or publicity; or (d) otherwise violates any applicable law or reputation. You shall not use the Web Service for any commercial purpose not expressly approved by Cdyne, nor shall you distribute any advertising or solicitation of funds or goods and services or solicit users to join competitive online services.
4. No Endorsement.
The Web Site may contain links to sites on the Internet, which are owned and operated by third parties (the "External Sites"). You acknowledge that CDYNE is not responsible for the availability of, or the content located on or through any External Site. You should contact the site administrator or Webmaster for those External Sites if you have any concerns regarding such links or the content located on such External Sites.
You agree to indemnify, defend and hold CDYNE and its affiliates, and their respective officers, directors, owners, agents, information providers and licensors (collectively, the "CDYNE Parties") harmless from and against any and all claims, liability, losses, costs and expenses (including attorneys' fees) incurred by any CDYNE Party in connection with any use or alleged use of the service under your user name by any person, whether or not authorized by you. CDYNE reserves the right, at your expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, and in such case, you agree to cooperate with CDYNE's defense of such claim.
6. Termination of Service.
CDYNE reserves the right, in its sole discretion, to restrict, suspend or terminate your access to all or any part of the Web Service, including the Interactive Areas, at any time for any reason without prior notice or liability pursuant to Section 2 above. CDYNE may change, suspend or discontinue all or any aspect of the Web Service at any time, including the availability of any feature, database, or Content (including the Interactive Areas), without prior notice or liability.
7. DISCLAIMER OF WARRANTIES; LIMITATION OF LIABILITY.
7.1 NEITHER CDYNE NOR ANY PROVIDER OF THIRD PARTY CONTENT OR THEIR RESPECTIVE AGENTS WARRANTS THAT THE WEB SERVICE WILL BE UNINTERRUPTED OR ERROR FREE; NOR DOES CDYNE, ANY THIRD PARTY CONTENT PROVIDER, OR THEIR RESPECTIVE AGENTS MAKE ANY WARRANTY AS TO THE RESULTS TO BE OBTAINED FROM USE OF THE WEB SERVICE OR THE CONTENT. THE WEB SERVICE AND THE CONTENT ARE DISTRIBUTED ON AN "AS IS, AS AVAILABLE" BASIS. NEITHER CDYNE, THIRD PARTY CONTENT PROVIDERS, NOR THEIR RESPECTIVE AGENTS MAKE ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, WARRANTIES OF TITLE OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO THE WEB SERVICE, ANY CONTENT OR ANY PRODUCTS OR SERVICES SOLD THROUGH THE WEB SERVICE. NEITHER CDYNE NOR ANY THIRD PARTY CONTENT PROVIDER WARRANTS THAT ANY FILES AVAILABLE FOR DOWNLOADING THROUGH THE WEB SERVICE WILL BE FREE OF VIRUSES OR SIMILAR CONTAMINATION OR DESTRUCTIVE FEATURES. YOU EXPRESSLY AGREE THAT THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE SERVICE AND THE ACCURACY OR COMPLETENESS OF THE CONTENT IS ASSUMED SOLELY BY YOU.
7.2. NEITHER CDYNE NOR ANY THIRD PARTY CONTENT PROVIDER OR THEIR AGENTS SHALL BE LIABLE FOR ANY ACT, DIRECT OR INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE USE OF OR INABILITY TO USE THE SERVICE, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
7.3. SOME STATES DO NOT ALLOW EXCLUSION OR IMPLIED WARRANTIES OR LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU. IN SUCH STATES, THE LIABILITY OF CDYNE, THIRD PARTY CONTENT PROVIDERS AND THEIR RESPECTIVE AGENTS SHALL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.
8. Investor Information.
Investor relations materials on this web site are provided for convenience only, and speak only as of their original date or the date specified therein. Available information may change at any time and may not be reflected on this web site. CDYNE disclaims any responsibility to update this web site.
This Agreement shall be construed in accordance with the laws of the State of Virginia, and the parties irrevocably consent to bring any action to enforce this Agreement in the federal or state courts located in the State of Virginia. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof, and supersedes all previous written or oral agreements between the parties with respect to such subject matter. All provisions hereof shall survive any termination of this Agreement as well as any other revisions which by their terms or sense are intended to survive.
10. Intellectual Property.
During and after the Term of Use and Limitations, with respect to any of the Web Services that you elect to use, you will not assert, nor will you authorize, assist, or encourage any third party to assert, against CDYNE or any of our customers, end users, vendors, business partners (including third party sellers on websites operated by or on behalf of us), sub-licensees or transferees, any patent infringement or other intellectual property infringement claim with respect to such Web Services.