This Terms of Use and Service Agreement (this "Agreement") is made as of this day by and between you and Global Teracomm Inc., a Nevada corporation d/b/a Teracomm ("Teracomm"). This Agreement sets forth the terms and conditions that apply to your to and use of www.Teracomm.tv ("Teracomm.tv") and the Services (as defined below). Please read this Agreement and Teracomm's Privacy Policy (the "Privacy Policy") carefully prior to your access to and/or use of Teracomm.com or your registration for or use of a Service. By submitting information to Teracomm, either by visiting or using Teracomm.tv or registering for or using a Service, you agree to be bound by the terms and conditions of this Agreement and the Privacy Policy, including any changes or revisions which Teracomm, in its sole discretion, may make to this Agreement and/or Teracomm's Privacy Policy from time to time. Additionally, if you register for or use a specific Service offered by Teracomm, such as Teracomm's chat service (the "Chat Service") you also agree to be bound by the terms and conditions of any specific rules ("Rules") for such Service as provided directly to you or posted on Teracomm.tv. If you do not agree with the terms and conditions of this Agreement, Teracomm's Privacy Policy and any applicable Rules, you are not authorized to access or use Teracomm.com or register for or use any Service, and your sole remedy is to stop accessing and using Teracomm.tv and the Services.
YOUR COMPLIANCE WITH THIS AGREEMENT
You represent that you are of legal age to agree to the terms and conditions set forth in this Agreement, or you are at least 13 years of age and have your parent's or legal guardian's permission to access and use Teracomm.tv and to register for, purchase and/or use the Services. Additionally, some Services, such as the Chat Service, are not intended to be used by, and are not directed to, anyone under 16. If you purchase and use the Chat Service, you represent you are of legal age to agree to the terms and conditions of this Agreement or you are at least 16 years of age and have your parent's or legal guardian's permission to register for, purchase and/or use the Chat Service. You represent that if you are acting on behalf of an entity, you have the authority to bind such entity. You also represent that you are not a person barred from receiving services under the laws of the United States or other applicable jurisdiction. Access to and use of Teracomm.tv and the Services is limited to users in the United States. However, recognizing the global nature of the Internet and the use of mobile devices, it may be possible to access and/or use Teracomm.com or the Services outside of the United States. In the event of such access and/or use, you agree to comply with all local rules regarding online conduct and transmission of information, including, without limitation, all applicable laws regarding the transmission of technical data exported from the United States or any other jurisdiction, and you acknowledge that Teracomm makes no representation or warranty that Teracomm.tv, any of the Services, or any information on Teracomm.tv or transmitted via a Service is lawful in any jurisdiction outside the United States. In order to determine your compliance with this Agreement, the Privacy Policy and any applicable Rules, Teracomm reserves the right, but not the obligation, to monitor your access to and use of Teracomm.tv and the Services.
THE SERVICES
Subject to the terms of this Agreement, the Privacy Policy, any applicable Rules, and your registration for a Service, Teracomm may provide you with downloadable mobile entertainment content, such as ringtones, games, graphics, news and other information data via the Internet, SMS, MMS, WAP, BREW and other means of mobile content delivery to certain compatible mobile devices or provide you with access to use Teracomm's chat service (the "Services"). You acknowledge and agree that the Services are for your personal use on the mobile device designated at the time of your registration with Teracomm. You shall not transmit, broadcast, upload to any computer or mobile device (other than the mobile device designated at the time of your registration), create derivative works of, or make commercial use of the Services in any manner. You shall not, and you shall not attempt to or otherwise authorize, encourage or support others' attempts to, circumvent, re-engineer, decrypt, break or otherwise alter or interfere with the Services in any manner.
YOUR ACCESS TO AND USE OF TERACOMM.TV AND THE SERVICES
Your right to access and use Teracomm.tv and the Services is personal to you and is not transferable by you to any other person or entity. You are only entitled to access and use Teracomm.tv and the Services for lawful purposes and pursuant to the terms and conditions of this Agreement, Teracomm's Privacy Policy and any applicable Rules. Your access to and use of Teracomm.tv and the Services may be interrupted from time to time for any of several reasons, including, without limitation, the malfunction of equipment, periodic updating, maintenance or repair of Teracomm.tv or a Service or other actions that Teracomm, in its sole discretion, may elect to take. Teracomm reserves the right to suspend or discontinue the availability of Teracomm.com and/or any portion or feature of Teracomm.tv or any Service at any time in its sole discretion and without prior notice.
Any action by you that, in Teracomm's sole discretion: (i) violates the terms and conditions of this Agreement, Teracomm's Privacy Policy or any applicable Rule; (ii) restricts, inhibits or prevents any access to, use or enjoyment of Teracomm.tv or any Service; or (iii) through the use of Teracomm.tv or any Service, defames, abuses, harasses, offends or threatens; shall not be permitted, and may result in your loss of the right to access and use Teracomm.com and/or the Services. You shall not metatag, provide links to or frame Teracomm.tv without the prior express written permission of Teracomm.
REGISTRATION
Access to the Services. There are various requirements that you must meet before Teracomm will provide you with any Service. At a minimum: You shall have a mobile communications subscription with a participating carrier or otherwise have access to a mobile communications network for which Teracomm makes the Service available. You shall pay all service and other fees associated with such mobile communications access (for instance, all standard messaging fees charged by your mobile service provider). You shall provide all equipment and software necessary to connect to the Service, including, but not limited to, a mobile hand set or other mobile access device that is in working order and suitable for use, as determined in Teracomm's sole discretion, in connection with the Service. You shall register as a user for certain Services or sign-up for certain Services (for example, by signing-up via SMS) as determined by Teracomm. Registration Data. If you register for a Service, you shall (i) provide true, accurate and complete information ("Registration Data"), (ii) maintain and promptly update the Registration Data to keep it true, accurate, current and complete, and (iii) not assign your Account (as defined below), or rights associated with your Account, to another person or entity. Teracomm, in its sole discretion, shall determine what means of identification shall be appropriate for your use of the Services, and Teracomm may choose to limit your Registration Data to a mobile telephone number. As a result of your registration, and based on the Registration Data you provide, Teracomm may establish a Teracomm account for you (the "Account"). If Teracomm believes that your Registration Data is untrue, inaccurate or incomplete, Teracomm reserves the right to suspend or terminate any Service then being provided to you, as well as your Account, and Teracomm may refuse to provide you with any future use of the Services (or any portion thereof). You acknowledge and agree that Teracomm may rely on the Registration Data to send you important information and notices regarding your Account and the Services, as further set forth in the Privacy Policy. Teracomm shall have no liability associated with or arising from your failure to maintain accurate Registration Data, including, but not limited to, your failure to receive critical information about the Service or your Account. Neither Teracomm nor any of its third party providers shall be responsible for verifying your Registration Data.
Username and Password. If you register for a Service, and Teracomm sets up an Account for you, you may be required to obtain a username and password. The username and password will allow you to view and manage your Account. You acknowledge and agree that Teracomm may process all Account transactions, including, without limitation, registration for additional Services that are initiated through the use of your username and password. You are solely responsible for maintaining the confidentiality of your username and password and must immediately notify Teracomm of any unauthorized use of your username and password. Notwithstanding the foregoing notification to Teracomm, you acknowledge and agree that you are responsible for any unauthorized activities, charges and/or liabilities incurred by you as a result of the use of your username and password, and that in no event shall Teracomm be liable for any unauthorized use or misuse of your username and/or password. Teracomm may need to change usernames allocated to certain of its Services and reserves the right to make such changes. If necessary to continue your use of a Service, you will be notified of such a change by Teracomm. Access without Registration. Teracomm may provide you access to certain Services without requiring you to register, in which case Teracomm, in its sole discretion, shall determine what Services and what level of access and use shall be appropriate.
DOWNLOADS
Any downloads made available to you as part of any Service (the "Downloads") are owned by Teracomm, its affiliates or licensors and are protected by applicable intellectual property laws. If you are registered for Services allowing Downloads, Teracomm grants you a limited, non-exclusive, non-transferable, revocable license to download and use the Downloads and the related Service on a designated compatible mobile device, solely for your own personal, non-commercial use. You shall not reproduce, modify, perform, transfer, distribute, sell, create derivative works of or otherwise use or make available the Downloads or the related Service except as expressly provided for in this Agreement.
TRANSMISSIONS, SUBMISSIONS AND POSTINGS
You represent and warrant to Teracomm that you own all of the rights in and for, or that you have a valid license to transmit, submit or post, any and all information that you transmit, submit or post to Teracomm.tv or through a Service. If you transmit, submit or post information to Teracomm.tv or through a Service that is not Federally trademarked and/or copyrighted, you automatically grant Teracomm and its affiliates the worldwide, fully-paid, royalty-free, non-exclusive, sub-licensable right and license to use, copy, format, adapt, publish and/or incorporate any or all such information in any media whatsoever, including, without limitation, the Content (as defined below). Provided that you have obtained prior written permission from Teracomm to transmit, submit or post information to Teracomm.tv or through a Service that is Federally trademarked and/or copyrighted, you automatically grant Teracomm and its affiliates the worldwide, fully-paid, royalty-free right to use, copy, format, adapt, publish and/or incorporate any or all such information in any media whatsoever, including, without limitation the Content. You shall not transmit, submit or post the following to Teracomm.tv or through a Service:
Information that infringes Teracomm's or any third party's copyright, patent, trademark, trade secret or other proprietary rights; Information that violates any law, statute, ordinance or regulation; Information that is trade libelous, unlawfully threatening, unlawfully harassing, defamatory, obscene, explicit or vulgar, or otherwise injurious to Teracomm or third parties or that infringes on Teracomm's or any third party's rights of publicity or privacy; Information that contains any viruses, worms, Trojan horses, trap doors, back doors, Easter eggs, time bombs, cancelbots or other code or computer programming routines that contain contaminating or destructive properties or that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information; Information containing or constituting chain letters, mass mailings, political campaigning, unsolicited or unauthorized advertising, or any form of "spam"; Information that is false, inaccurate or misleading; Commercial advertisements or solicitations without written permission from Teracomm; or Federally Trademarked and/or Copyrighted information without written permission from Teracomm. Although Teracomm does not regularly review your transmissions, submissions or postings, Teracomm reserves the right (but not the obligation), at its sole discretion and at any time, to edit, refuse to post or remove your transmissions, submissions or postings. Pursuant to the Privacy Policy, Teracomm may review transmissions, submissions or postings made by you to determine, in its sole discretion, your compliance with this Agreement.
FEES
The fees and/or other charges (the "Fees") for the use of the Services for which you register are provided to you when you register for a Service. These Fees are also available to you on Teracomm.tv under your Account information. Other charges may apply. Unless otherwise indicated, the Fees will be invoiced on your mobile device service provider's bill, and you agree to pay your mobile device service provider all applicable Fees. The Fees shall be due immediately and are non-refundable, unless otherwise indicated to you in writing by Teracomm. All Fees are subject to change and Teracomm will provide you with reasonable notice of such change in Fees prior to the new Fees taking effect. Upon receipt of Teracomm's notice of a change in Fees, you may cancel your Account with Teracomm at the end of your then-current subscription period if you do not accept the new Fees. Continuation of a Service after notice of a change in Fees will constitute your agreement to the new Fees. Teracomm's Club42 is available to AT&T, T-Mobile, Dobson, Cellular One, Sprint and Verizon Wireless customers only. Java Games are only available for AT&T customers. In addition, Polyphonic Ringtones, Master Ringtones, Wallpapers, Personalized Wallpapers, and Java Games will only work with Internet enabled and compatible mobile devices which support such mobile content. If you are not sure if you have an Internet enabled and compatible mobile device which supports the mobile content you are interested in, please click here. Verizon Wireless customers need to have a PIX Message capable mobile device.
INTERRUPTION OR DISCONTINUATION OF THE SERVICES
Teracomm reserves the right at any time and from time to time to modify, suspend, discontinue or permanently cancel the Services, or portions thereof, with or without notice to you. If the Service, or any part thereof, for which you are registered is permanently discontinued or canceled by Teracomm, Teracomm will cancel your registration and reimburse any pre-paid Fees related to such canceled Service.
TERMINATION OR CANCELLATION OF A SERVICE
To cancel your registration for a specific Service, you must: send a text message with the text "STOP" or "UNSUB" and the specific Service name to the short code for such Service (e.g. 70777); or fill out this online form indicating the word "STOP" and the name of the specific Service. To cancel your registration for all of the Services to which you are then currently subscribed, you must: send a text message with the text "STOP", "END" or "QUIT" to the short code for your Services (e.g. 70777); or fill out this online form indicating the word "STOP" and the name of the specific Service. Termination shall become effective at the end of the billing period in which you give your notice of termination. You agree that Teracomm, at its sole discretion, may immediately terminate your use of any Service, or any part thereof, and/or change the Content or Service, if you breach this Agreement, the Privacy Policy or any applicable Rules or if Teracomm reasonably believes that you have violated or acted inconsistently with this Agreement the Privacy Policy or any applicable Rules. Upon termination, Teracomm may immediately deactivate or delete your Account and all related information and files in your Account, and may bar any further access to such Account or Services by you. Teracomm reserves the right not to refund any Fees you have paid if your Account or a Service is cancelled as a result of your breach of this Agreement, the Privacy Policy or any applicable Rules.
INTELLECTUAL PROPERTY RIGHTS
The names "Tera-zone.", "Tera-comm", "Teracomm", and "Teracomm.tv", other URL and website domain names owned and/or operated by Teracomm, and Teracomm's graphics, logos, page headers, button icons, scripts, and service names are copyrights, service marks, trademarks and/or trade dress of Teracomm or its affiliates, in the United States and/or other countries (collectively, the "Proprietary Marks"). You may not use the Proprietary Marks without the prior express written permission of Teracomm, which permission may be withheld in Teracomm's sole discretion. Teracomm makes no proprietary claim to any third-party names, trademarks or service marks appearing on Teracomm.tv or any other Teracomm owned and/or operated website. Any third-party names, trademarks, and service marks are property of their respective owners. The proprietary information, data, software, Services, Downloads, and content viewable on, contained in, or downloadable from Teracomm.com or through a Service and all other intellectual property, proprietary rights, or other rights related to tangible and intangible property which are used, developed, comprising, embodied in, or provided in connection with any Service (collectively, the "Content"), including, without limitation, all text, graphics, charts, pictures, photographs, images, line art, icons, and renditions, are copyrighted by, or otherwise licensed to, Teracomm or its Content suppliers. Teracomm also owns a copyright in a collective work in the selection, coordination, arrangement, presentation, display and enhancement of the Content (the "Collective Work"). All software used for Teracomm.com and the Services (the "Software") are the property of Teracomm or its software vendors and is protected by United States and international copyright laws. Viewing, reading, printing, downloading or otherwise using the Content and/or the Collective Work does not entitle you to any ownership or intellectual property rights to the Content, the Collective Work or the Software.
You shall be solely responsible for any damage resulting from your infringement of Teracomm's or any third party's intellectual property rights regarding the Proprietary Marks, the Content, the Collective Work, the Software and/or any other harm incurred by Teracomm its affiliates or any other third party as a direct or indirect result of your copying, distributing, redistributing, transmitting, publishing or using the same for purposes that are contrary to the terms and conditions of this Agreement.
YOUR USE OF THE CONTENT AND COLLECTIVE WORK
Without the prior written consent of Teracomm, you may only print, download or otherwise use the Content and the Collective Work in the form of: (i) one machine-readable copy; (ii) one backup copy; and (iii) one print copy, for your non-commercial use; provided, however, that you shall not delete any proprietary notices or materials with regard to the foregoing manifestations of the Content and the Collective Work. You may not modify the Content or the Collective Work or utilize them for any commercial purpose or any other public display, performance, sale, or rental, decompile, reverse engineer, or disassemble the Content and the Collective Work, or transfer the Content or the Collective Work to another person or entity. Except as otherwise permitted under the copyright laws of the United States, no other copying, distribution, redistribution, transmission, publication or use, other than the non-commercial use of the Content and the Collective Work as permitted by this Agreement, is permitted by you without the express prior written permission of Teracomm, which permission may be withheld in Teracomm's sole discretion.
You agree to comply with all applicable United States and foreign rules, regulations, and laws relating to the importation and exportation of technical data associated with Teracomm.tv and the Services.
INTERFERENCE WITH TERACOMM.TV OR THE SERVICES
Teracomm.com contains robot exclusion headers. Much of the information on Teracomm.tv is updated on a real time basis and is proprietary or is licensed to Teracomm by Teracomm's users or third parties. You agree that you will not use any robot, spider, scraper, deep link or other similar automated device, program, algorithm or methodology to access, acquire, copy or monitor Teracomm.tv or any portion of Teracomm.tv or for any other purpose, without Teracomm's express written permission. Additionally, you agree that you will not: (i) take any action that imposes, or may impose in Teracomm's sole discretion an unreasonable or disproportionately large load on Teracomm's infrastructure; (ii) copy, reproduce, modify, create derivative works from, distribute or publicly display any content (except the information which makes up your Registration Data) from Teracomm.tv without the prior written permission of Teracomm and the appropriate third party, as applicable; (iii) interfere or attempt to interfere with the proper working of Teracomm.tv or any Service; or (iv) bypass Teracomm's robot exclusion headers or other measures Teracomm may use to prevent or restrict access to or use of Teracomm.tv or any Service
ELECTRONIC COMMUNICATIONS
By accessing and using Teracomm.tv or registering for or using a Service, you consent to receive communications from Teracomm electronically. Although Teracomm may choose to communicate with you by other means as provided in your Registration Data, Teracomm may also choose to solely communicate with you electronically by email, text messaging, SMS, MMS, WAP, BREW and other means of mobile content delivery, or by posting notices on Teracomm.tv. You agree that all agreements, notices, disclosures and other communications that Teracomm sends to you electronically satisfy any legal requirement that such communications be in writing.
YOUR RESPONSIBILITY FOR EQUIPMENT AND RELATED COSTS
You are responsible for obtaining, maintaining and paying for all costs and fees associated with obtaining and maintaining all telephone, computer hardware, Internet access services and other equipment or services needed to access and use Teracomm.tv and/or the Services. You shall ensure that your equipment and/or software necessary to access and use Teracomm.tv and the Services does not disturb or interfere with Teracomm's operations or the Services. Teracomm reserves the right, without prior notice to you, to immediately disconnect your access to and use of Teracomm.tv or a Service if your equipment or software is causing interference with Teracomm, Teracomm.tv and/or the Services. If any upgrade in or to the Service requires changes in your equipment or software, you must effect these changes at your own expense. Unless explicitly stated in writing by Teracomm, any new or additional features that augment or enhance a current Service, including the release of new products and Services, shall be subject to the terms and conditions of this Agreement. Teracomm shall not be responsible for any interference or damage caused to your equipment and/or software as a result of your access to or use of Teracomm.tv or the Services.
THIRD PARTY LINKS, PRODUCTS AND SERVICES
There may be provided on Teracomm.tv links to other websites belonging to Teracomm's advertisers, business partners, affiliates and other third parties. Such links do not constitute an endorsement by Teracomm of those websites, nor the products or services listed on those websites. Teracomm is not responsible for the activities or policies of those websites. Teracomm may also make available products and services of such advertisers, business partners, affiliates and other third parties directly on Teracomm.tv, which products or services shall be purchased and/or obtained by you directly from such advertisers, business partners, affiliates and other third parties. You acknowledge and agree that Teracomm shall not be a party to, or in any way responsible for, any transaction concerning products or services made available from such advertisers, business partners, affiliates and other third parties or for any content or information presented in connection with any products or services of advertisers, business partners, affiliates and other third parties.
DISCLAIMER OF WARRANTIES
TO THE MAXIMUM EXTENT PROVIDED BY APPLICABLE LAW, TERACOMM MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NONINFRINGEMENT, AS TO THE OPERATION OF TERACOMM.TV, THE SERVICES OR THE INFORMATION, CONTENT, COLLECTIVE WORK, MATERIALS, PRODUCTS OR SERVICES INCLUDED ON OR AVAILABLE IN CONNECTION WITH TERACOMM.TV, THE SERVICES OR FROM TERACOMM. THE CONTENT AND SERVICES ARE PROVIDED TO YOU ON AN "AS-IS" AND "AS AVAILABLE" BASIS. TERACOMM DOES NOT MAKE ANY REPRESENTATIONS, WARRANTIES OR GUARANTEES, EXPRESS OR IMPLIED, REGARDING THE ACCURACY, CORRECTNESS, COMPLETENESS, QUALITY OR MISDELIVERY OF THE CONTENT OR INFORMATION TRANSMITTED VIA THE SERVICES, NOR THE SAFETY, SECURITY, RELIABILITY, TITLE, TIMELINESS, MERCHANTABILITY, CONFORMITY, FITNESS FOR A PARTICULAR PURPOSE OR NONINFRINGEMENT OF THE CONTENT, INFORMATION TRANSMITTED VIA THE SERVICES OR THE SERVICES. IT IS YOUR SOLE RESPONSIBILITY TO INDEPENDENTLY EVALUATE THE ACCURACY, CORRECTNESS, COMPLETENESS SAFETY, SECURITY, RELIABILITY AND FITNESS FOR A PARTICULAR PURPOSE OF THE CONTENT AND SERVICES. TERACOMM MAKES NO REPRESENTATION, WARRANTY OR GUARANTEE THAT THE CONTENT OR SERVICES ARE FREE OF INFECTION FROM ANY VIRUSES, WORMS, TROJAN HORSES, TRAP DOORS, BACK DOORS, EASTER EGGS, TIME BOMBS, CANCELBOTS OR OTHER CODE OR COMPUTER PROGRAMMING ROUTINES THAT CONTAIN CONTAMINATING OR DESTRUCTIVE PROPERTIES OR THAT ARE INTENDED TO DAMAGE, DETRIMENTALLY INTERFERE WITH, SURREPTITIOUSLY INTERCEPT OR EXPROPRIATE ANY SYSTEM, DATA OR PERSONAL INFORMATION. YOU EXPRESSLY AGREE THAT YOUR USE OF TERACOMM.COM AND THE SERVICES IS AT YOUR SOLE RISK.
Some state laws do not allow limitations on implied warranties. If these laws apply to you, some or all of the above disclaimers, exclusions or limitations may not apply to you.
LIMITATIONS OF LIABILITY
IN NO EVENT SHALL TERACOMM BE RESPONSIBLE, OR LIABLE TO YOU OR ANY THIRD PARTY, WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, INDEMNIFICATION OR OTHERWISE, FOR ANY DAMAGES, INCLUDING, BUT NOT LIMITED TO, SPECIAL, INCIDENTAL, INDIRECT, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR ANY LOSS OF PROFIT, GOODWILL, REVENUE OR BUSINESS, PROCUREMENT COSTS, LOSS OF USE, OR ANY OTHER INTANGIBLE LOSS, AS A DIRECT OR INDIRECT RESULT OF: (I) YOUR BREACH OR VIOLATION OF THE TERMS AND CONDITIONS OF THIS AGREEMENT, THE PRIVACY POLICY OR APPLICABLE RULES OR LAW; (II) YOUR ACCESS OR USE OF TERACOMM.TV OR A SERVICE; (III) ANY THIRD PARTY'S ACCESS OR USE OF TERACOMM.COM OR A SERVICE UNDER ANY USERNAME AND PASSWORD ISSUED TO YOU; (IV) YOUR INABILITY TO ACCESS OR USE TERACOMM.COM OR A SERVICE FOR ANY REASON AND FOR ANY PERIOD OF TIME; (V) YOUR DOWNLOADING OF ANY OF THE CONTENT OR THE COLLECTIVE WORK; (VI) YOUR RELIANCE UPON OR USE OF THE CONTENT, INFORMATION, MATERIALS, PRODUCTS, THE COLLECTIVE WORK OR SERVICES, (VII) THE BREACH OF TERACOMM'S SECURITY AND UNAUTHORIZED DISCLOSURE OF YOUR PERSONAL INFORMATION; EVEN IF TERACOMM HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. TERACOMM'S LIABILITY IS LIMITED TO YOUR ACTUAL DIRECT DAMAGES NOT IN EXCESS OF THE AMOUNTS PAID, IF ANY, BY YOU TO TERACOMM FOR USE OF THE SERVICES. Some state laws do not allow limitations on certain damages. If these laws apply to you, some or all of the above disclaimers, exclusions or limitations may not apply to you.
YOUR INDEMNIFICATION OF TERACOMM
You shall defend, indemnify and hold harmless Teracomm and its officers, directors, shareholders, employees, independent contractors, agents, representatives and affiliates from and against all claims and expenses, including, but not limited to, attorneys' fees and costs, arising out of, or attributable to: (i) any breach or violation of this Agreement, the Privacy Policy or any applicable Rules or law by you; (ii) your failure to provide accurate, complete and current Registration Data; (iii) your access or use of Teracomm.tv or a Service; and (iv) any third party's access or use of Teracomm.tv or a Service under any username and password issued to you. AMENDMENTS TO THIS AGREEMENT, THE PRIVACY POLICY AND APPLICABLE RULES
Teracomm reserves the right, at its sole discretion, to update, amend and/or change this Agreement, the Privacy Policy and any applicable Rules without prior notice and at any time. Updates to this Agreement will be posted here, and updates to the Privacy Policy and any applicable Rules will be posted where applicable on Teracomm.tv. You are encouraged to revisit this Agreement, the Privacy Policy and any applicable Rules from time to time in order to review any changes that have been made. Your continued access and use of Teracomm.tv and any Services following the posting of any such changes shall automatically be deemed your acceptance of all changes. Teracomm's last update to this Agreement was made and posted on April 27th, 2006.
INJUNCTIVE RELIEF
You acknowledge that Teracomm may be irreparably damaged if this Agreement, the Privacy Policy or any applicable Rules are not specifically enforced, and damages at law would be an inadequate remedy. Therefore, in the event of a breach or threatened breach of any provision of this Agreement, the Privacy Policy or any applicable Rules by you, Teracomm shall be entitled, in addition to all rights and remedies, to an injunction restraining such breach or threatened breach, without being required to show any actual damage or to post an injunction bond, and/or to a decree for specific performance of the provisions of this Agreement, the Privacy Policy or any applicable Rules. For purposes of this Section, you agree that any action or proceeding with regard to an injunction shall be brought in the state courts of record for Las Vegas Clark County, Nevada, or the United States District Court, District of Nevada. You consent to the jurisdiction of such court and waive any objection to the laying of the venue for such action or proceeding in Las Vegas Clark County, Nevada. You agree that service of any court paper may be effected on you by mail or in such other manner as may be provided under applicable laws, rules of procedure or local rules.
GOVERNING LAW, VENUE AND JURSIDICTION; ARBITRATION
This Agreement, the Privacy Policy and any applicable Rules are governed by and shall be construed in accordance with the internal laws of the State of Nevada, without regard for principles of conflicts of laws. The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded. Any civil action, claim, dispute or proceeding arising out of or relating to this Agreement, the Privacy Policy or any applicable Rules, except for an injunctive action regarding a breach or threatened breach of any provision of this Agreement, the Privacy Policy or any applicable Rules by you as provided above, shall be referred to final and binding arbitration, before a single arbitrator, under the commercial arbitration rules of the American Arbitration Association in Las Vegas, Nevada. You and Teracomm shall select the arbitrator, and if you and Teracomm are unable to reach agreement on selection of the arbitrator within thirty (30) days after the notice of arbitration is served, then Teracomm shall select the arbitrator. Arbitration shall not commence until the party requesting arbitration has deposited One Thousand Dollars ($1,000.00) with the arbitrator for the arbitrator's fees and costs. The party requesting arbitration shall advance such sums as are required from time to time by the arbitrator to pay the arbitrator's fees and costs until the prevailing party is determined or the parties have agreed in writing to an alternate allocation of fees and costs. Judgment upon any award rendered by the arbitrator shall be final, binding and conclusive upon you and Teracomm and your and Teracomm's respective administrators, executors, legal representatives, heirs, successors and assigns, and may only be entered in the state courts of record for Las Vegas Clark County, Nevada, or the United States District Court, Las Vegas, Nevada. The jurisdiction and venue for any action brought for purposes of compelling arbitration or enforcing an arbitration award arising from, under or connected with this Agreement, the Privacy Policy or any applicable Rules shall be exclusively in the state and/or federal courts in and for Las Vegas Clark County, Nevada, and each party hereby waives any objection to such jurisdiction and venue based upon forum non convenience or otherwise.
COPYRIGHT INFRINGEMENT NOTICE
Notifications (each a "Notification") of claimed copyright infringement appearing on Teracomm.tv or any other Teracomm owned and/or operated website should be sent to Teracomm's designated agent. Teracomm's designated agent contact information is set forth below: Address of Designated Agent to Which Notification Should be Sent: Attn: Teracomm Service Management – 3711 S. Industrial Rd suite #4, Las Vegas, Nevada, 89109 Facsimile Number of Designated Agent: 702.731.1113 Email Address of Designated Agent:
Pursuant to Title 17, United States Code, Section 512(c)(2), to be effective, the Notification must include the following:
A physical or electronic signature of a person authorized to act on behalf of the owner ("Complaining Party") of an exclusive right that is allegedly infringed; Identification of the copyrighted work claimed to have been infringed, or if multiple copyrighted works at a single online site are covered by a single Notification, a representative list of such works at that site; Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit Teracomm to locate the material; Information reasonably sufficient to permit Teracomm to contact the Complaining Party, such as an address, telephone number, and if available, an electronic mail address at which the Complaining Party may be contacted; A statement that the Complaining Party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and A statement that the information in the Notification is accurate, and under penalty of perjury, that the Complaining Party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed. Upon receipt of the written Notification containing the information as outlined in 1 through 6 above, and pursuant to Title 17, United States Code, Section 512(c)(2): Teracomm will remove or disable access to the material that is alleged to be infringing; Teracomm will forward the written Notification to the alleged infringer ("Subscriber"); and Teracomm will take reasonable steps to promptly notify the Subscriber that Teracomm has removed or disabled access to the material. Counter Notification: Pursuant to Title 17, United States Code, Section 512(c)(2), a Subscriber may counter a Notification by providing a written communication ("Counter Notification") to Teracomm's designated agent that includes substantially the following: A physical or electronic signature of the Subscriber; Identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access to it was disabled; A statement under penalty of perjury that the Subscriber has a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material to be removed or disabled; and The Subscriber's name, address, and telephone number, and a statement that the Subscriber consents to the jurisdiction of Federal District Court for the judicial district in which the address is located, or if the Subscriber's address is outside of the United States, for any judicial district in which Teracomm may be found, and that the Subscriber will accept service of process from the person who provided the Counter Notification or an agent of such person Upon receipt of a Counter Notification containing the information as outlined in 1 through 4 above, and pursuant to Title 17, United States Code, Section 512(c)(2): Teracomm will promptly provide the Complaining Party with a copy of the Counter Notification; Teracomm will inform the Complaining Party that Teracomm will replace the removed material or cease disabling access to the removed material within ten (10) business days; and Teracomm will replace the removed material or cease disabling access to the removed material within fourteen (14) business days following receipt of the Counter Notification, provided Teracomm's designated agent has not received notice from the Complaining Party that an action has been filed seeking a court order to restrain Subscriber from engaging in infringing activity relating to the removed material on Teracomm's network or system.
GENERAL INFORMATION
If any arbitrator or court of competent jurisdiction deems any portion of this Agreement, the Privacy Policy or any applicable Rules unlawful, void or unenforceable, the applicable Agreement, Privacy Policy or Rules as a whole shall not be deemed unlawful, void or unenforceable, but only that portion of the applicable Agreement, Privacy Policy or Rules that is unlawful, void or unenforceable shall be stricken. The headings contained in this Agreement, the Privacy Policy or any applicable Rules are for convenience of reference only, are not to be considered a part of this Agreement, the Privacy Policy or any applicable Rules, and shall not limit or otherwise affect in any way the meaning or interpretation of this Agreement, the Privacy Policy or any applicable Rules.
No waiver of any portion of this Agreement, the Privacy Policy or any applicable Rules shall be effective unless it is in writing and signed by an authorized representative of Teracomm. The failure of Teracomm to require performance of any obligation of this Agreement, the Privacy Policy or any applicable Rules shall not affect Teracomm's right to enforce any provision of this Agreement, the Privacy Policy or any applicable Rules at a subsequent time, and the waiver of any rights arising out of any breach shall not be construed as a waiver of any rights arising out of any prior or subsequent breach.
All covenants, agreements, representations and warranties made in this Agreement, the Privacy Policy or any applicable Rules, as may be amended by Teracomm from time to time, shall survive your acceptance of this Agreement, the Privacy Policy or any applicable Rules, the termination of your use of Teracomm.tv, and the termination of your use of the Services.
If you have questions, comments, concerns or feedback regarding this Agreement, the Privacy Policy or any applicable Rules or Teracomm.tv or any Service, please contact us via any of the methods set forth below:
Via fax: 702.731.1114 Via mail: Attn: Teracomm Service Management - 3711 S. Industrial Rd suite #4, Las Vegas, Nevada, 89109 Online: online form This Agreement, the Privacy Policy and any applicable Rules made available to you by Teracomm, each as amended from time to time, represent the entire understanding and agreement between you and Teracomm regarding the subject matter of the same, and supersede all other previous agreements, understandings and/or representations regarding the same.
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20.04.2006 Las Vegas Teracomm will demonstrate the newest SMS2TV developements at NAB2006 April 24th - April 30th.
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