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The CPN Store Creator Service ("CPN Store Creator" or the "Service"),
owned and operated by CPN, Inc. ("CPN") is provided to you ("you"
or "Merchant") under the terms and conditions of this CPN Store
"Sixty Day Trial" Agreement and any operating rules or policies
(collectively, the "SDTA").
CPN hosts interactive online
stores on the World Wide Web. The CPN Store "Sixty Day Trial" Service
("Trial Service") allows Merchants to use the Trial Service and
"Sixty Day Trial" Software ("Trial Software") for sixty (60) calendar
days for the sole purpose of creating an online store ("Store")
and evaluating CPN Stores online store services. Merchant shall
not sell any goods or services on or through the Trial Service.
Permission to use the Trial Service and Trial Software shall expire
at the end of that sixty (60) day period.
BY COMPLETING THE SIXTY
DAY TRIAL REGISTRATION PROCESS AND CLICKING THE "SIGN UP" BUTTON,
YOU AGREE TO BE BOUND BY THE SDTA. Nothing in this agreement obligates
CPN or the Service to list, link to, accept or otherwise host any
online store anywhere on the CPN site.
MERCHANTS OBLIGATIONS
Merchant acknowledges and
agrees that it shall be responsible for all goods and services offered
at Merchants Store, all materials used or displayed at the Store,
and all acts or omissions that occur at the Store. For a full description
of Merchants obligations, see CPN Store's Terms
of Service.
CPN reserves the right
to refuse to host or continue to host any Store that offers goods
or services or uses or displays materials that are illegal, obscene,
vulgar, offensive, dangerous or are otherwise inappropriate as determined
by CPN in its sole discretion.
PROPRIETARY RIGHTS
Software License. CPN hereby
grants Merchant a non-exclusive, non-transferable license to use
the Software in object code form only on a server controlled by
CPN for the sole purpose of creating a "Sixty Day Trial" Store on
such server. This license expires sixty (60) days after the date
of this agreement. Merchant is not being granted any right to copy
the Software or to use it on computers other than a server controlled
by CPN. Merchant may not use Web pages or parts of Web pages generated
by means of the Software, other than content that originates from
and is proprietary to Merchant, on any server other than the servers
controlled by CPN without CPNs express written agreement.
Merchant shall not attempt
to gain unauthorized access to any servers controlled by CPN.
MERCHANT PRIVACY
Merchant shall receive
a password from CPN to provide access to and use of the Trial Software
and Trial Services. Merchant is entirely responsible for any and
all activities which occur under Merchants account and password.
Merchant agrees to keep its password confidential, to allow no other
person or company to use its account, and to notify CPN promptly
if Merchant has any reason to believe that the security of its account
has been compromised.
INDEMNITY
Merchant agrees to indemnify
and hold harmless CPN, and its parents, subsidiaries, affiliates,
officers, directors, shareholders, employees and agents, from any
claim or demand, including reasonable attorneys fees, made by any
third party due to or arising out of Merchant's conduct, Merchants
use of the Service, the goods or services offered at Merchants Store,
any alleged violation of this agreement, or any alleged violation
of any rights of another, including but not limited to Merchants
use of any content, trademarks, service marks, trade names or other
intellectual property used in connection with Merchants Store. CPN
reserves the right, at its own expense, to assume the exclusive
defense and control of any matter otherwise subject to indemnification
by Merchant, which shall not excuse Merchant's indemnity obligations.
DISCLAIMER OF WARRANTIES AND LIABILITIES
THE TRIAL SERVICE AND
TRIAL SOFTWARE ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS
WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING
BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A
PARTICULAR PURPOSE OR NON-INFRINGEMENT. NEITHER THIS AGREEMENT OR
ANY DOCUMENTATION FURNISHED UNDER IT IS INTENDED TO EXPRESS OR IMPLY
ANY WARRANTY THAT THE TRIAL SERVICE WILL BE UNINTERRUPTED, TIMELY
OR ERROR-FREE OR THAT THE TRIAL SOFTWARE WILL PROVIDE UNINTERRUPTED,
TIMELY OR ERROR FREE SERVICE. THE SECURITY MECHANISM INCORPORATED
IN THE TRIAL SOFTWARE HAS INHERENT LIMITATIONS AND MERCHANT MUST
DETERMINE THAT THE SOFTWARE ADEQUATELY MEETS ITS REQUIREMENTS.
MERCHANT ACKNOWLEDGES
AND AGREES THAT ANY MATERIAL AND/OR DATA DOWNLOADED OR OTHERWISE
OBTAINED THROUGH THE USE OF THE SERVICE IS DONE AT ITS OWN DISCRETION
AND RISK AND THAT MERCHANT WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGES
TO ITS COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD
OF SUCH MATERIAL AND/OR DATA.
CPN, AND ITS PARENTS,
SUBSIDIARIES, AFFILIATES, OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES
AND AGENTS, SHALL NOT BE LIABLE, UNDER ANY CIRCUMSTANCES OR LEGAL
THEORIES WHATSOEVER, FOR ANY LOSS OF BUSINESS, PROFITS OR GOODWILL,
LOSS OF USE OR DATA, INTERRUPTION OF BUSINESS, OR FOR ANY INDIRECT,
SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY CHARACTER, EVEN
IF CPN IS AWARE OF THE RISK OF SUCH DAMAGES, THAT RESULT IN ANY
WAY FROM MERCHANTS USE OR INABILITY TO USE THE TRIAL SERVICE OR
THE TRIAL SOFTWARE, OR THAT RESULT FROM ERRORS, DEFECTS, OMISSIONS,
DELAYS IN OPERATION OR TRANSMISSION, OR ANY OTHER FAILURE OF PERFORMANCE
OF TRIAL SERVICE OR THE TRIAL SOFTWARE.
SOME JURISDICTIONS DO
NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR LIABILITIES, SO
SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.
GENERAL
The SDTA and the relationship
between Merchant and CPN shall be governed by the laws of the state
of Illinois without regard to its conflict of law provisions. Merchant
and CPN agree to submit to the personal and exclusive jurisdiction
of the Superior Court of the State of Illinois for the County of
Dupage or the United States District Court for the Northern District
of Illinois. CPN's failure to exercise or enforce any right or provision
of the SDTA shall not constitute a waiver of such right or provision.
If any provision of the SDTA is found by a court of competent jurisdiction
to be invalid, the parties nevertheless agree that the court should
endeavor to give effect to the parties intentions as reflected in
the provision, and agree that the other provisions of the SDTA remain
in full force and effect. Merchant agrees that regardless of any
statute or law to the contrary, any claim or cause of action arising
out of or related to use of the Service or the SDTA must be filed
within one (1) year after such claim or cause of action arose or
be forever barred.
The section titles in the
SDTA are for convenience only and have no legal or contractual effect.
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