BEFORE YOU USE THIS WEBSITE, SERVICES, ASSOCIATED SOFTWARE, CONTENT AND LIBRARIES (THE "SERVICES") AND IN ORDER TO CONTINUE THE USE OF THE SERVICES, CAREFULLY READ THIS PROVIDER TERMS OF SERVICE. BY CLICKING ON THE "ACCEPT" BUTTON, YOU ARE AGREEING TO BE BOUND BY, AND ARE BECOMING A PARTY TO, THIS TERMS OF SERVICE. IF YOU DO NOT ACCEPT AND AGREE TO ALL THE TERMS AND CONDITIONS OF THIS TERMS OF SERVICE, DO NOT ACTIVATE YOUR ACCOUNT AND DO NOT CLICK ON THE "ACCEPT" BUTTON.

This Provider Terms of Service, including the Online Privacy Policy which can be viewed here ("Agreement") becomes effective when You indicate Your agreement to this Agreement by "clicking" on the "ACCEPT" button when it is presented. This Agreement is between ("Provider"), and You, the user ("User," "You," or "Your"). This Agreement sets forth the terms and conditions under which You agree to use the Services. Before using the Services for the first time, You must read this Agreement and record Your agreement by clicking on the "ACCEPT" button at the end of this Agreement. Do not use the "Accept" button unless You have read, understood and agree to all of this Agreement. If You do not agree with all of the terms and conditions in this Agreement, You will not be able to use the Services.

EACH USER IS RESPONSIBLE FOR READING AND CONFORMING TO THE TERMS AND CONDITIONS LISTED IN THIS AGREEMENT. IF YOU, THE USER, DO NOT AGREE TO BE BOUND BY ALL SECTIONS OF THIS AGREEMENT, YOU SHOULD IMMEDIATELY END THE USE OF THE SERVICES AND NOTIFY THE PROVIDER CUSTOMER SERVICE DEPARTMENT SO THAT PROVIDER MAY CLOSE YOUR ACCOUNT.

1.     USE OF THE SERVICES. Participants to this Agreement must be at least 18 years old. Your right to use the Services is not transferable and is subject to any limits established by Provider.

2.     RIGHT TO USE. Subject to the terms and conditions of this Agreement and to your payment of all license and service fees as set forth in Provider's published pricelist or personalized quote, as the case may be, which are incorporated herein fully, Provider grants You only the right to use the Services for Your internal purposes only and not to download (other than page caching) or modify the Services, or any portion of it. You agree not to reproduce, duplicate, copy, sell, resell or exploit for any commercial purposes, any portion of the Services, use of the Services, or access to the Services, except that you may copy and use the job description libraries that are provided as part of the Services subject to all other restrictions in this Section 2. You may not rent, lend, transfer, distribute, or grant any rights in the Services or software in any form to any person.

3.     USER OBLIGATIONS AND ACKNOWLEDGEMENTS. You agree and acknowledge that:

You are solely responsible for reading and ensuring You understand this Agreement, including the Online Privacy Policy which can be viewed here. Furthermore, You are solely responsible for ensuring that Your usage conforms to the terms, conditions, and policies listed in this Agreement. Provider is under no obligation to monitor or notify Users of conduct violating this Agreement.

You are responsible for obtaining and maintaining all computer hardware, software, and communications equipment needed to access and use the Services. Provider makes no guarantees as to the availability of the Services or of any specific feature(s) of the Services other than those expressly stated in this Agreement.

You expressly agree that in addition to an obligation to pay the upfront Service Fees for use of the Services, the event that triggers Your obligation to pay for services when you create a new estimate, you or you customers upload a file, and for store files.

You expressly agree to comply with Provider's terms of payment as set forth in Provider's published pricelist or personalized quote, as the case may be, which are incorporated herein fully.

You will be given user identifications and passwords as needed to facilitate access to the Services. You are solely responsible for maintaining the confidentiality of the aforementioned user identification and password (including, if applicable, the passwords and user identification of each user accessing the services). YOU AGREE THAT YOU ARE SOLELY RESPONSIBLE FOR ALL ACTIVITY INCURRED OR AUTHORIZED THROUGH THE SERVICES BY USE OF YOUR USER IDENTIFICATION AND/OR PASSWORDS AND THAT NEITHER PROVIDER NOR ITS LICENSORS SHALL BE LIABLE OR RESPONSIBLE FOR ANY UNAUTHORIZED USE OF YOUR USER IDENTIFICATION AND/OR PASSWORDS, OF LOSS, THEFT OR UNAUTHORIZED USE OF YOUR USER IDENTIFICATION AND/OR PASSWORDS. YOU AGREE TO NOTIFY PROVIDER IMMEDIATELY FOLLOWING ANY BREACH OF THIS AGREEMENT OR UNAUTHORIZED USE OF YOUR USER IDENTIFICATION AND/OR PASSWORDS. NEITHER PROVIDER NOR ITS LICENSORS PROTECT YOU FROM UNAUTHORIZED USE OF YOUR USER IDENTIFICATION AND/OR PASSWORDS.

You agree to use the Services solely for lawful purposes and in compliance with all applicable laws including copyright, trademark, obscenity, and defamation laws. Unlawful activities may include storing, distributing or transmitting any unlawful material, attempting to compromise the security of any networked account or site, or making direct threats of physical harm. You agree to defend and indemnify Provider and its licensors against any claim or action arising from use of the Services in an unlawful manner or in any manner inconsistent with the restrictions and policies stated herein.

The Services may provide, or third parties may provide, links to other World Wide Web sites or resources. Because Provider has no control over such sites and resources, User acknowledges and agrees that Provider is not responsible for the availability of such external sites or resources, and does not endorse and is not responsible or liable for any content, advertising, products, or other materials on or available from such sites or resources. User acknowledges and agrees that neither Provider nor its licensors shall be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such content, goods or services available on or through any such site or resource.

In the event that You make any derivatives, enhancements or improvements to any aspect of the Paper, Ink, or Plate libraries presented on the Services, then as additional consideration for this Agreement and other favorable provisions of this Agreement You hereby grant Provider an irrevocable, royalty-free, fully-paid-up non-exclusive license, with the right to sublicense, to use, modify and resell such derivatives, enhancements or improvements to the Pspser, Ink or Plate libraries.

4.     OWNERSHIP. The presentation of the Services and information contained therein is subject to copyright protection. You are prohibited from copying, modifying, distributing or otherwise disclosing any of the images, text or other information contained in the Services other than as specifically authorized in this Agreement without Provider's prior written consent. You may copy and export content that you create and use on the Services.

5.     INTELLECTUAL PROPERTY RIGHTS. You hereby acknowledge and agree that Provider and/or its licensors exclusively owns all worldwide right, title and interest in and to all contents, graphics, designs, data, computer codes, ideas, know-how, "look and feel," compilations, magnetic translations, digital conversions and other matters included within the Services (collectively "Materials"), and all modifications and derivative works thereof, and all worldwide copyrights, trademarks, service marks, patents, trade dress, trade secrets, moral rights and other intellectual or industrial property rights related thereto. The copying, redistribution, use or publication by You of any of the Materials or any part of the Services, except as allowed herein, is strictly prohibited. You do not acquire any ownership rights to any of the Materials.

6.     NO WARRANTIES.

a.     YOU EXPRESSLY AGREE THAT USE OF THE SERVICES IS AT YOUR SOLE RISK. NEITHER PROVIDER NOR ANY OF ITS LICENSORS, SUPPLIERS, EMPLOYEES OR AGENTS WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE; NOR DOES PROVIDER OR ANY OF ITS LICENSORS, SUPPLIERS, EMPLOYEES OR AGENTS MAKE ANY WARRANTY AS TO (I) THE RESULTS TO BE OBTAINED FROM THE USE OF THE SERVICES, OR (II) THE ACCURACY OR COMPLETE NATURE OF ANY INFORMATION CONTAINED IN, DISPLAYED ON, OR USED IN THE SERVICES. THE SERVICES IS MADE AVAILABLE ON AN "AS IS, AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF TITLE, NON-INFRINGEMENT OF THIRD PARTY INTELLECTUAL PROPERTY RIGHTS, OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR OTHERWISE.

b.     NEITHER PROVIDER NOR ANY OF ITS LICENSORS, SUPPLIERS, EMPLOYEES OR AGENTS IS LIABLE FOR ANY INDIRECT, EXEMPLARY, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR SIMILAR DAMAGES (INCLUDING DAMAGES FOR LOSS OF BUSINESS, LOSS OF PROFITS, LITIGATION, OR THE LIKE), WHETHER BASED ON BREACH OF CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN PROVIDER AND YOU. THE INFORMATION PROVIDED BY PROVIDER WOULD NOT BE PROVIDED WITHOUT SUCH LIMITATIONS. SOME STATE STATUTES MAY APPLY REGARDING LIMITATIONS OF LIABILITY.

c.     THE SOLE AND ENTIRE AGGREGATE MAXIMUM LIABILITY OF PROVIDER ITS LICENSORS, SUPPLIERS, EMPLOYEES AND AGENTS, FOR ANY REASON, AND YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY CAUSE WHATSOEVER, SHALL BE LIMITED TO ANY AMOUNTS PAID BY YOU FOR YOUR ACCESS TO THE SERVICES IN THE SIX (6) MONTHS PRIOR TO ANY CLAIM.

d.     Neither Provider nor its licensors make any guarantee or assume any liability for the security of any data on any server including "secure servers." You acknowledge that there is no guaranteed privacy on the Internet and that neither Provider nor its licensors is liable for any interception of Your data entries or any retained information by outside parties. Provider and its licensors reserve the right, at their discretion, to make changes and modification in service, equipment and the rates and terms of this Agreement at any time with prior notification.

7.     REVISIONS. Provider shall have the right, at any time and without notice, to add to or modify the terms of this Agreement, simply by delivering such amended terms to You by email at the address You provide to Provider or by posting the changes in the Services. Your access to or use of the Services after the date such amended terms are delivered to You shall be deemed to constitute acceptance of such amended terms. You agree to review theses policies and agreements periodically to be aware of such modifications. Continued use of or access to the Services shall be deemed to be Your conclusive acceptance of any modified policies or agreements. In the event that You do not agree to modifications made, Your only remedy is to terminate Your use of the Services.

8.     LIMITATION OF LIABILITY. Neither Provider nor its licensors shall be liable for any damage or loss resulting from Your use the Services, including all data, information or other contents of the Services. Neither Provider nor its licensors shall have a duty to You in connection with Your use of the Services, including all data, information or other contents of the Services.

9.     INDEMNIFICATION. You agree to indemnify, defend and hold harmless Provider, its licensors and their respective officers, directors, shareholders, employees, partners, sponsors, agents, attorneys, representatives, subsidiaries, successors and assigns (collectively "Affiliated Parties") from all liabilities, losses, damages, claims and expenses, including reasonable attorneys' fees and costs, whether or not a lawsuit or other proceeding is filed, that in any way arises out of or relates to (i) Your breach or violation of this Agreement, (ii) Your use of the Services, and/or (iii) Your negligence or willful misconduct. In the event, You fail to promptly indemnify and defend such claims and/or pay Provider's or Affiliated Parties' expenses, as provided above, Provider and Affiliated Parties shall have the right to defend themselves, and in that case, You shall reimburse each such party for all of its reasonable attorney’s fees, costs and damages incurred in settling or defending such claims within thirty (30) days of each of written request.

10.     TERMINATION FOR BREACH. Provider reserves the right to terminate Your access to the Services, WITHOUT NOTICE, if, in Provider's sole discretion, You have violated the policies listed in this Agreement or otherwise abused the Services. Upon any termination of this Agreement, You must cease any further use of the Services and destroy any copies of associated software or documentation within your possession and control. Provider shall have no obligation to You after termination of this Agreement. Provider may, at its sole discretion, delete Your archived data.

11.     ENTIRE AGREEMENT. This Agreement, including the Online Privacy Policy, constitutes the entire agreement between You and Provider regarding the Services and supersedes any and all prior oral and written understandings, communications and agreements regarding the Services. This Agreement may not be waived, modified or changed by any means other than posting on this web site.

12.     GOVERNING LAW, LEGAL FEES AND ARBITRATION. The laws of the State of Minnesota govern this Agreement and Your use of the Services. You agree to the exclusive jurisdiction for any claims or dispute with Provider to reside in the courts of Minnesota. The language in this Agreement shall be interpreted as to its fair meaning and not strictly for or against any party. All legal proceedings arising out of or in connection with this Agreement shall be brought solely in Minnesota, and You expressly submit to the jurisdiction of said courts, and You consent to extra-territorial service of process, provided, however, that at the election of Provider, any disputes arising out of or in connection with this Agreement or the Services shall be resolved solely by binding arbitration pursuant to the rules of American Arbitration Association ("AAA"), in Delaware. Such arbitration, as elected by Provider, shall be conducted by one arbitrator with particular knowledge or expertise with respect to the Internet, and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. In respect of any action to enforce such an award, You submit to the non-exclusive jurisdiction of any state or federal court in the State of Minnesota.

13.     UNENFORCEABILITY. In the event that one or more of the provisions of this Agreement should for any reason be held to be unenforceable in any respect, such unenforceability shall not affect the other provisions of this Agreement and this Agreement shall be construed as if such unenforceable provisions had not been contained herein.

14.     SURVIVAL. All Sections, except Section 2, "RIGHT TO USE", shall survive any termination of this Agreement, including accrued rights to payment, warranty disclaimers, and limitations of liability.

15.     ATTORNEYS' FEES. In the event a dispute arises regarding this Agreement or the use of the Services, the prevailing party shall be entitled to recover reasonable attorneys' fees and costs incurred, in addition to damages and any other relief to which it is entitled.

16.     AUTHORITY. If you are executing this Agreement on behalf of an entity, you represent and warrant that you have the authority from your respective governing body to enter into this Agreement and to bind your respective company to all the terms and conditions of this Agreement.

© Copyright 2005 and/or Provider's licensors. All rights reserved. No part of the contents of the Services and any related materials may be reproduced or transmitted in any form or by any means, either electronic or mechanical (including but not limited to, photocopying, recording or any information and retrieval system), without the express written permission of Provider.