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Lexion Membership Agreement
USE OF THIS LEXIONCCTV.COM WEB SITE (AND ITS ENTIRE CONTENTS, INCLUDING BUT
NOT LIMITED TO THE TEXT, DATA, INFORMATION, MATERIALS, SOFTWARE, AND
GRAPHICS CONTAINED OR PROVIDED THEREIN) (COLLECTIVELY, "WEB SITE") AND THE
SERVICES OFFERED BY LEXION, INC., ("LEXION"), HEREUNDER IS SUBJECT TO THE
TERMS AND CONDITIONS OF THIS FREE MEMBERSHIP AGREEMENT ("AGREEMENT"). BY
CHECKING THE "I HAVE READ AND AGREE TO THE LEXIONCCTV.COM FREE MEMBERSHIP
AGREEMENT" BOX AND CLICKING THE "CONTINUE" BUTTON AT THE BOTTOM OF THE
REGISTRATION PAGE, OR BY USING THE WEB SITE IN ANY MANNER. YOU: (1)
REPRESENT THAT YOU HAVE READ AND UNDERSTAND, AND HAVE THE CAPACITY AND
AUTHORITY TO ENTER INTO, THIS AGREEMENT; AND (2) AGREE TO BE BOUND BY ALL OF
ITS TERMS AND CONDITIONS.
Lexion may change the terms and conditions of this Agreement at any time.
You will find notification of any such changes in the Membership area of the
Web Site. You will be responsible for regularly checking this area and for
reviewing any such changes. In addition, the current Agreement can always be
found in the Membership area of the Web Site. By using the Web Site after
any such changes take place, you signify your acceptance of the change(s)
and your agreement to be bound by them.
Use of this Web Site
Subject to the terms of this Agreement, Lexion grants you a revocable,
non-transferable, non-exclusive limited license to use the Web Site but only
for your own personal, noncommercial use and not for any use on behalf of
any third party. For absence of doubt, you may not use the Web Site to
service, or otherwise perform work on behalf of, any brokerage, financial
services or related client(s). Use of the Web Site is intended only for
citizens or residents of the United States or its territories.
You may download or print hard copies of this Web Site, or portions thereof,
but again, only in connection with your own personal, noncommercial use and
not on behalf of any third party. Any such downloads/hard copies must
contain the following notice:
ˇ°Copyright (c) 2006 Lexion. All rights reserved."
Except as expressly set forth in this Agreement, you may not modify, copy,
distribute, disclose, retransmit, sell, publish, broadcast, or circulate
this Web site or any portion thereof without Lexion's prior written consent.
Lexion has the right, at any time without notice, to: (i) revoke or limit
your license to use the Web Site and to restrict or prevent your access to
it (or any portion of it); or (ii) change or discontinue providing the Web
Site (or any portion thereof). Lexion has no obligation to update the Web
Site or to correct any errors or omissions that might be contained in it.
Ownership and Copyright
You acknowledge and agree that this Web Site and the information contained
in it are owned by Lexion and/or its third party content providers ("Content
Providers") are protected by U.S. and international copyright and other
intellectual property laws. You further acknowledge and agree that the Web
Site contains confidential and proprietary data and information of Lexion
and its Content Providers, that you will not use these data or information
for any unlawful or unauthorized purpose, and that you will use reasonable
efforts to keep such data and information confidential. Each Content
Provider is a third party beneficiary under this Agreement to the extent
required to enable it to enforce its proprietary rights in the data and the
applicable use restrictions in this Agreement.
Trademarks
LEXION, LEXIONCCTV.COM, and the LEXION logo are registered marks of Lexion.
You will not use or allow any third party to use any of Lexion's marks,
including but not limited to the foregoing, without Lexion's prior express
written consent. All marks not owned by Lexion are the property of their
respective owners.
Lexion may require you to become a registered user, pay certain fees, and/or
comply with certain other terms and conditions before you are allowed to
access or use certain portions of the Web Site. In all such cases, this
Agreement shall continue to govern your use of the Web Site.
Disclaimer of Warranties
THIS WEB SITE IS PROVIDED "AS IS" WITH ALL FAULTS. LEXION AND ITS CONTENT
PROVIDERS DISCLAIM ALL WARRANTIES OF ANY KIND REGARDING THIS WEB SITE,
EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTY
OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OWNERSHIP,
NONINFRINGEMENT, ACCURACY OF INFORMATIONAL CONTENT, AND ABSENCE OF VIRUSES
AND DAMAGING OR DISABLING CODE.
NEITHER LEXION NOR ITS CONTENT PROVIDERS WARRANT THE ACCURACY, CORRECTNESS,
COMPLETENESS, OR TIMELINESS OF THIS WEB SITE. NEITHER LEXION NOR ITS CONTENT
PROVIDERS SHALL BE RESPONSIBLE FOR DAMAGES, OR OTHER LOSSES RESULTING FROM
USE OF THIS WEB SITE OR THE INFORMATION CONTAINED THEREIN.
Some jurisdictions do not allow the exclusion or limitation of implied
warranties, so the above exclusions or limitations may not apply.
Limitation of Liability
NEITHER LEXION NOR ITS CONTENT PROVIDERS NOR ANY PERSON THROUGH WHOM LEXION
MAKES THE WEBSITE AVAILABLE SHALL BE LIABLE FOR ANY DAMAGES OF ANY KIND
ARISING FROM OR RELATING TO THIS AGREEMENT, THE WEB SITE, OR THE USE OF, OR
RELIANCE ON, THE WEB SITE, WHETHER IN CONTRACT OR TORT OR OTHERWISE, EXCEPT
TO THE EXTENT SUCH DAMAGES ARISE DIRECTLY FROM A WILLFUL BREACH BY LEXION OF
ANY OF ITS EXPRESS OBLIGATIONS UNDER THIS AGREEMENT.
LEXION'S AND ITS CONTENT PROVIDERS' AGGREGATE LIABILITY ARISING FROM OR
RELATING TO THIS AGREEMENT, THE WEB SITE, OR THE USE OF, OR RELIANCE ON,
THIS WEB SITE, WHETHER IN CONTRACT OR TORT OR OTHERWISE, SHALL BE LIMITED TO
ACTUAL DIRECT DAMAGES THAT CAN BE PROVED UP TO AN AMOUNT NOT TO EXCEED
$1,000.
NEITHER LEXION NOR ITS CONTENT PROVIDERS SHALL BE LIABLE FOR ANY PUNITIVE,
SPECIAL, INDIRECT, OR CONSEQUENTIAL DAMAGES ARISING FROM OR RELATING TO THE
FOREGOING, WHETHER IN CONTRACT OR TORT OR OTHERWISE, EVEN IF LEXION OR ITS
CONTENT PROVIDER HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
Some jurisdictions do not allow the exclusion or limitation of incidental or
consequential damages, so the above limitations or exclusions may not apply.
Indemnification
You agree to indemnify, defend, and hold harmless Lexion, its affiliates and
its Content Providers from and against any and all claims, liabilities,
losses, costs (including, but not limited to, reasonable attorneys' fees),
and/or damages of any kind arising from or relating to: (i) your use of the
Web Site; (ii) your breach of this Agreement; or (iii) any messages,
information, or materials uploaded, posted, published, or transmitted by you
in connection with the Web Site or the Forums (as defined below).
User Password
When you register as a subscriber, you select a password, which you may then
modify at any time as often as you like. You may not select, and Lexion may
modify or delete, any password that Lexion determines, in its sole
discretion, violates any third party's rights or is offensive, improper, or
inappropriate.
Your password is for your personal use only, and you agree to keep it secret
and not to share it with anyone (except as expressly allowed under this
Membership Agreement).
YOU ARE RESPONSIBLE FOR ALL USE, ACTIVITIES, AND CHARGES ASSOCIATED WITH OR
ARISING FROM ANY USE OF YOUR PASSWORD, REGARDLESS OF WHETHER YOU AUTHORIZED
SUCH USE. YOU MUST PROMPTLY NOTIFY LEXION (USING THE TOLL-FREE NUMBER OR
E-MAIL ADDRESS LISTED BELOW UNDER "CUSTOMER SERVICE AND PRODUCT SUPPORT") OF
ANY UNAUTHORIZED USE OF YOUR PASSWORD.
Third-Party Web Sites, Links, and Information
This Web Site may contain information, products, and services provided by
third parties and links (including advertisements) to Web sites made
available by third parties. This information and these products, services,
and links are provided only as a convenience to users of this Web Site.
Lexion does not control this information or these products, services, or Web
sites, and Lexion does not make any representations or warranties, express
or implied, regarding this information or these products, services, or Web
sites. Inclusion of any of the foregoing in this Web Site does not
constitute or imply an endorsement, authorization, sponsorship, or
affiliation by or with Lexion with respect to any third party, any third
party's Web site or its content, or any information, products, or services
provided by a third party.
Privacy and Information Made Available by You
Lexion shall have the right to use and disclose any information provided by
you through this Web Site (including but not limited to information provided
through e-mail) or made available through your use of this Web Site, for any
lawful purpose, unless you indicate otherwise in the Membership area of the
Web Site. In no event shall you be entitled to any compensation for the use
of any of this information.
Use of Bulletin Boards, Chat Rooms, and Other Forums
Lexion does not make any representations or warranties with respect to any
bulletin boards, chat rooms, or other electronic forums made available on or
via this Web Site (collectively, "Forums") or with respect to any messages,
information, or materials contained in such Forums. You acknowledge and
agree that your use of, or reliance upon, any such messages, information, or
materials is at your sole risk and expense.
Lexion does not, and cannot, review all of the information and materials
provided in the Forums and shall not be responsible for the contents of any
such messages, information, or materials. However, Lexion reserves the right
to delete, move, or edit any such messages, information, or materials that
it determines, in its sole discretion, violate this Agreement or its Forum
policies or are otherwise unlawful, inappropriate, or unacceptable.
To the extent that you use the Forums, you represent, warrant, and covenant
that you will: (i) comply with the Forum policies promulgated by Lexion;
(ii) be solely responsible for your use of the Forums and any messages,
information, and materials provided by you; (iii) not advertise or offer to
sell goods or services of any kind on any Forum; and (iv) not upload, post,
publish, or transmit any messages, information, or materials that (a)
restrict or inhibit any other user from using and enjoying the Web Site, (b)
are unlawful, threatening, abusive, libelous, defamatory, obscene, vulgar,
offensive, pornographic, profane, sexually explicit, or indecent, (c)
constitute or encourage conduct that would constitute a criminal offense,
give rise to civil liability, or otherwise violate any applicable law, (d)
violate or infringe the rights of Lexion or any third party (including but
not limited to copyrights, trademarks, patents, trade secrets, and rights of
privacy and publicity), (e) constitute or contain false or misleading
indications of origin or statements of fact, (f) contain software or any
other commercial materials or information, or (g) contain any viruses or
other harmful component.
By uploading, posting, publishing, or transmitting any messages,
information, or materials in connection with the Forums, you hereby grant to
Lexion and its affiliates a royalty-free, worldwide, perpetual,
transferable, irrevocable, nonexclusive license (with the right to
sublicense) to use, copy, modify, display, publicly perform, distribute,
reproduce, and create derivative works of the foregoing in any form, media,
software, or technology of any kind now existing or developed in the future.
Governing Law and Jurisdiction
This Agreement is governed by and construed in accordance with the laws of
the United States and the State of California, without giving effect to any
choice-of-law or conflict-of-law provision or rule (whether of the State of
California or any other jurisdiction) that would cause the application of
the laws of any jurisdiction other than the United States or the State of
California. You hereby consent to, and agree to bring any and all claims in,
the exclusive jurisdiction of the state and federal courts located in Los
Angeles County, California, U.S.A., for any action or proceeding arising
under or relating to this Agreement, the Web Site, or the use of, or
reliance on this Web Site, whether based in contract or tort.
Entire Agreement
This Agreement shall constitute the entire agreement between you and Lexion
regarding the subject matter hereof and shall supersede any and all prior
negotiations, representations, warranties, undertakings, or agreements,
written or oral, between the parties regarding such subject matter.
Severability
To the maximum extent possible, each provision in this Membership Agreement
shall be interpreted in such manner as to be valid and enforceable under
applicable law. If any provision of this Membership Agreement is held to be
invalid or unenforceable under applicable law, such provision shall be
modified so as to be rendered valid and enforceable while implementing, to
the maximum extent possible, the original intent of such provision. If such
modification is not possible or allowed, then such provision shall be
ineffective only to the extent of such unenforceability or invalidity
without affecting the remainder of such provision or any other provisions in
this Membership Agreement.ˇˇ |
