Terms of Use

PLEASE READ THE TERMS AND CONDITIONS OF USE:

1. For convenience, certain terms used in this Agreement are listed in alphabetical order and defined or referred to in Article 15 of this Agreement.

2. YOUR OBLIGATIONS

(a) You agree to pay all amounts owing in accordance with Article 4 of this Agreement. You agree to comply with all the terms and conditions otherwise imposed on you by this Agreement.

(b) You are responsible for acquiring and maintaining all equipment and software necessary to connect to and make use of Vertical Edge's Service. Vertical Edge specifically disclaims any liability or responsibility for the software provided to you by Vertical Edge in order to assist you in connecting to and making use of Vertical Edge's Service. Unless specifically stated otherwise, all software provided by Vertical Edge for the purpose of assisting you in connecting to and making use of Vertical Edge's Service is the property of third parties and you are required to accept and adhere to all required software licensing agreements related to such software before making use of any such software.

(c) You agree to be responsible for all use of and charges resulting from the use of Vertical Edge's Service, including, without limitation, use by minors living with you or under your responsibility, care or direction and unauthorized use prior to your notifying Vertical Edge of such unauthorized use and taking steps to prevent its further occurrence. You agree that Vertical Edge has no responsibility to censor or otherwise regulate information, files, content, data or other materials to or from minors living with you or under your responsibility, care or direction.

(d) You agree to promptly notify Vertical Edge of any unauthorized use of your Vertical Edge Account and to take such steps as are reasonably required to prevent its further occurrence.

(e) You agree to use the Vertical Edge Service in a manner consistent with any and all applicable laws.

(f) Any access to any other network(s) through Vertical Edge's Service must comply with the rules applicable to that/those other network(s).

(g) You agree not to use the Vertical Edge Service: a) in a manner that adversely affects the availability of its resources to other customers; or b) to copy, communicate, publish, distribute, disseminate, circulate or sell, or possess or receive for the purpose of copying, communicating, publishing, distributing, disseminating, circulating or selling any data, information, content or any other material which infringes any copyright, trade-mark, patent, trade secret, or statutory, common law or proprietary rights of others, or which is obscene, libelous, threatening or harassing or which advocates or promotes genocide or incites hatred against any identifiable group.

(h) You agree that if Vertical Edge becomes aware of any breach and/or alleged breach of your under obligations under Paragraphs 2(e), 2(f), 2(g) and/or 2(h) of this Agreement, Vertical Edge may copy, delete, suppress and/or refuse to transmit, receive or store any data, information, content or other materials transmitted, received or stored by, to or through its computer and/or systems, or any part thereof, including, without limitation, Vertical Edge's back-up materials, by you or anyone authorized by you or by anyone for whom you are responsible, including, without limitation, minors living with you or under your responsibility, care or direction and/or terminate this Agreement for cause.

(i) You agree not to use a non-commercial Vertical Edge account for commercial activity without prior approval of Vertical Edge Management.

3. REPRESENTATIONS AND WARRANTIES

You represent and warrant that: a) you are at least eighteen (18) years of age and that you possess the legal right to enter into this Agreement; b) your entering into this Agreement does not violate any contractual obligations to which you are bound or any law to which you are subject.

4. PAYMENT

(a) All charges are to be paid in US currency and will be exclusive of all taxes, duties and/or other similar charges imposed by any governmental authority or agency.

(b) Vertical Edge reserves the right to change prices or institute new charges for access to or for use of Vertical Edge's Service at any time upon not less than thirty (30) days' notice to customers. All changes will be posted by Vertical Edge at Vertical Edge's Internet World Wide Web site, and you are responsible for reviewing pricing information so posted regularly to obtain timely notice of such changes. Your continued use of the Vertical Edge's Service or non-termination of this Agreement after changes are posted constitutes your acceptance of the prices as modified by the posted changes.

5. TERMINATION

(a) Either you or Vertical Edge may terminate your Vertical Edge Account at any time, with or without cause, upon notice. Vertical Edge also reserves the right to terminate or suspend your Vertical Edge Account without prior notice, but Vertical Edge will confirm such termination or suspension by subsequent notice. Termination during the course of any month will not entitle you to any refund of any prepayments for that month.

(b) Vertical Edge reserves the right to delete your personal files after either party terminates this Agreement.

(c) Vertical Edge will not tolerate it users sending out Unsolicited Commercial Email (also known as SPAM) in any form. This will result in immediate termination.

6. NO WARRANTIES AND LIMITED LIABILITY

(a) Vertical Edge's Service is provided "as is" without any warranty of any kind, either expressed or implied including, but not limited to, implied warranties of merchantable quality, merchantability or fitness for a particular purpose. Vertical Edge does not warrant that its services will meet your requirements, that it will operate in combination with software and/or services which you select for use, that the operation of Vertical Edge's Service will be uninterrupted and error free, that any errors will be corrected and/or that Vertical Edge's Service will meet any particular criteria of performance or quality.

(b) Vertical Edge will not be responsible for any damage you suffer. This includes loss of data resulting from delays, non-deliveries or service interruptions caused by Vertical Edge's negligence, your error or omissions or any difficulties outside of Vertical Edge's control. Your use of Vertical Edge's Service is at your own risk. You assume full responsibility and risk of loss from your downloading and/or use of the files or other material obtained either directly or indirectly from Vertical Edge. You agree that in no event shall Vertical Edge be liable for any damages, including without limitation, direct, indirect, incidental, special or consequential damages, or damages for loss of profits or revenue incurred by you or any third party, whether in an action in contract or tort, even if Vertical Edge has been advised of the possibility of such damages. Vertical Edge does not guarantee the privacy of any data, information, content or other materials transmitted by, to or through its computer and/or systems, or any part thereof, including, without limitation, Vertical Edge's back-up materials.

7. INDEMNIFICATION - You agree to indemnify, defend and hold harmless Vertical Edge for any damages, judgments or expenses and other liabilities resulting from any final determination that the data, information and/or content stored, received or transmitted, now or in the future, to, through or from, as the case may be, your Vertical Edge Account infringes any trade-mark, trade secret, copyright, patent or third party intellectual property rights and from any damages, claims, suits or actions which may arise, now or in the future, as a result of your use of Vertical Edge Service.

8. SURVIVAL - Except as otherwise set forth in this Agreement, the parties' rights and obligations pursuant to Articles 3, 4, 6 and 7 shall survive any termination of this Agreement.

9. PARAMOUNTCY - This Agreement supersede all previous representations, undertakings or agreements and shall prevail notwithstanding any variance with terms or conditions of any order submitted.

10. ENTIRE AGREEMENT - This Agreement shall constitute the entire agreement between the parties hereto with respect to all of the matters herein and this Agreement shall not be amended except by a memorandum in writing signed by all of the parties hereto, and any amendment hereof shall be null and void and shall not be binding upon any party which has not given its consent as aforesaid.

11. WAIVER - Vertical Edge may waive any default by you in the observance or performance of any of your obligations. No act or omission of Vertical Edge in respect of any default by you shall extend to or be taken in any manner whatsoever to affect any subsequent default by you or the rights of Vertical Edge resulting therefrom.

12. ASSIGN - You may not assign this Agreement or any part hereof without the prior written consent of Vertical Edge.

13. GOVERNING LAW - This Agreement shall be governed by and construed in accordance with the laws of Texas and the Federal laws of the United States applicable therein.

14. INDEPENDENT CONTRACTORS - The relationship of Vertical Edge and you established by this Agreement is that of independent contractors, and nothing contained in this Agreement shall be construed to place limitations on the ability of the parties to enter into commercial relationships with third parties.

15. DEFINITIONS - Unless otherwise provided elsewhere in this Agreement, capitalized terms used in this Agreement shall have the following respective meanings when used herein (such meanings to be applicable to the singular and plural forms of the terms defined):

"Vertical Edge" - shall mean Vertical Edge Corporation.

"Vertical Edge Account" - shall mean the membership, computer, billing and service account created for you by Vertical Edge in order to provide the Vertical Edge Service to you.

"Vertical Edge Service" - shall mean the services provided by Vertical Edge.