THIS USER AGREEMENT (THIS “AGREEMENT”) IS A LEGALLY BINDING AGREEMENT BETWEEN YOU, AS AN INDIVIDUAL OR AS A REPRESENTATIVE OF A BUSINESS ENTITY (“YOU” OR “YOUR”), AND, AS SUCH, DULY AUTHORIZED TO BIND YOURSELF OR YOUR ENTITY TO THIS AGREEMENT, AND CAPITOL COMMUNICATIONS, INC. (“CAPITOL”). THIS AGREEMENT SETS FORTH THE TERMS AND CONDITIONS FOR THE USE BY YOU OF CAPITOL’S SERVICES, PRODUCTS AND/OR OTHER DOCUMENTATION PROVIDED THEREWITH (THE “SERVICE”). CAPITOL LICENSES THE SERVICE TO YOU UPON THE EXPRESS CONDITION THAT YOU ACCEPT ALL OF THE TERMS AND CONDITIONS IN THIS AGREEMENT. PLEASE READ THE AGREEMENT CAREFULLY BEFORE USING THE SERVICE. BY CLICKING ON THE “I ACCEPT” BUTTON, SIGNING, OR ACCEPTING THE SERVICE PROVIDED BY CAPITOL, YOU ACCEPT THE TERMS AND CONDITIONS OF THIS AGREEMENT. EACH TIME YOU ACCESS THE SERVICE, YOU AFFIRMATIVELY STATE THAT YOU ACCEPT THE TERMS AND CONDITIONS OF THIS AGREEMENT. CAPITOL IS UNWILLING TO PROVIDE YOU WITH ACCESS TO THE SERVICE UNLESS YOU ACCEPT THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU DO NOT WISH YOU ACCEPT THE TERMS AND CONDITIONS OF THIS AGREEMENT, YOU SHOULD CLICK THE “I DO NOT ACCEPT” BUTTON, EXIT THE SYSTEM, AND NOT USE THE SERVICE.
INTELLECTUAL PROPERTY RIGHTS
It is hereby understood and agreed that, as between Capitol and You, Capitol is the owner of all rights, title and interest, including all Intellectual Property Rights (as defined below), to the Service, the Capitol Website (“Site”), and any comments, suggestions, ideas, graphics, questions or other information submitted by You or third parties through the Site or the Service (“Submissions”). Capitol shall be entitled to use such Submissions for any commercial or other purpose whatsoever without compensation to you or anyone else. For the purposes of this Agreement, “Intellectual Property Rights” shall mean any and all of the following: (a) rights associated with works of authorship throughout the universe, including but not limited to copyrights, moral rights, and mask-works; (b) Trademark, service mark, trade dress, and trade name rights and similar rights; (c) Trade secret rights; (d) Patents, designs, algorithms and other industrial property rights; (e) All other intellectual and industrial property rights (of every kind and nature throughout the universe and however designated, including, but not limited to logos, “rental” rights, rights of publicity, and rights to remuneration), whether arising by operation of law, contract, license, or otherwise; and (f) All registrations, initial applications, renewals, extensions, continuations, divisions or reissues hereof now or hereafter in force (including any rights in any of the foregoing). All use of the Service, the Site, and the Submissions, and all Intellectual Property Rights therein, shall inure to the benefit of Capitol.
Any Site associated with the service or Capitol may contain hyperlinks to other sites on the Internet which are not owned or controlled by Capitol. Capitol cannot assume any responsibility for any material on such sites, or any other material outside of the Site, which is accessed directly or indirectly by any such hyperlink. You assume all responsibility for accessing such third-party sites through hyperlinks provided on the Site.
SOFTWARE AND UPDATES
In its sole and absolute discretion, Capitol may, from time to time, offer enhancements, updates, upgrades or other modifications to the Site and Service (collectively, “Updates”) to You, including, but not limited to, new versions of the Site or Service. Unless stated otherwise, You may accept or reject such Updates at Your sole discretion and at Your own exclusive risk by continuing to use the Site or Service. While Capitol may offer such Updates, unless expressly agreed otherwise in writing, Capitol is not required and is under no obligation to provide any maintenance or services to You, including without limitation any support or Updates. Unless explicitly stated otherwise in writing, the terms of this Agreement will govern any Updates provided by Capitol that replace, modify or supplement the Software and/or Service.
SECURITY AND DATA
You shall not permit or allow other persons to have access to or to use the Site or Service other than Your employees, consultants or agents who have been notified of the restrictions set forth in this Agreement, absent Capitol’s prior express written consent. You agree to maintain the confidentiality of all of Your account information and agree to be primarily responsible for all activity pursuant to Your account. In the event You discover that Your account information or data has been compromised, you will immediately notify Capitol. Although Capitol has taken significant measures to ensure the security of information submitted by You in using the Service, Capitol cannot guarantee the security of information collected during Your use of the Service and shall not be liable in any way for compromise of Your data.
THIRD PARTY VENDORS
You acknowledge that, in some instances, Capitol uses third-party vendors with respect to data transfer, storage, or the provision of other services or goods. You agree that Capitol shall bear no responsibility for the conduct of any such third-party vendor or the failure of any such third-party vendor’s services or goods.
LIMITATIONS OF THE SERVICES
You acknowledge that the operation and availability of the Services, including, without limitation, the Site, telephone service, computer networks, third party vendors and the Internet, used for accessing and interacting with the Services can be unpredictable and may, from time to time, interfere with or prevent access to or operation of the Service, including (without limitation) hardware or software errors; faulty computer, telephone, cable, satellite, network, electronic, wireless or Internet connectivity or other online communication problems; errors or limitations of any internet service providers, servers, hosts or providers; garbled, jumbled or faulty data transmissions; failure of any email transmissions to be sent or received; lost, late, delayed or intercepted email messaging transmissions; inaccessibility of the Services in whole or in part for any reason; traffic congestion on the internet or by others using the Service or the Site; unauthorized human or non-human intervention of the operation of the Services, including without limitation, unauthorized tampering, hacking, theft, virus, bugs, worms. You acknowledge that Capitol is not responsible for any interference with or prevention of Your use of or access to the Service.
CAPITOL’S LIMITED LIABILITY
You agree that the liability limit of Capitol, including any reasonable attorney’s fees and court costs, shall in no event exceed the total dollar amount which you have paid during the term of this agreement. Further, Capitol expressly limits its damages for any non-accessibility time or other downtime to the service to no greater than the total dollar amount for the period that the downtime occurred.
In the event that Capitol takes any actions to enforce its rights under this Agreement, you agree to pay all costs thereof incurred by Capitol, including reasonable attorney’s fees.
GOVERNING LAW AND JURISDICTION
This Agreement shall be governed by and construed under the laws of the State of Wyoming, without reference to principles of conflict of laws, and any action brought by the Parties to enforce or interpret any provision of this Agreement shall be brought exclusively in an appropriate state or federal court in Wyoming. The Parties hereby consent to such jurisdiction and waive any objection to such venue.
RELATIONSHIP OF THE PARTIES
It is expressly understood and agreed that the relationship between the Parties is as follows: each Party is acting as an independent contractor and is not an agent, partner, or joint venturer with the other Party for any purpose. The Parties have no authority to assume or create any obligation for or on behalf of the other Party, express or implied, with respect to this Agreement or otherwise.
GENERAL AGREEMENT INFORMATION
This Agreement sets forth the entire agreement and understanding of the parties relating to the subject matter herein and merges and supersedes all prior agreements, writings, commitments, discussions term had never been included. Failure by Capitol to enforce any provision of this Agreement will not be deemed a waiver of future enforcement of that or any other provision. Non-performance of either Party shall be excused to the extent that performance is rendered impossible by strike, fire, flood, governmental acts or orders or restrictions, failure of suppliers, or any other reason where failure to perform is beyond the control and not caused by the negligence of the non performing Party. This Agreement shall be construed within its fair meaning and no inference shall be drawn against the drafting Party in interpreting this Agreement. Headings used in this Agreement are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section or in any way affect this Agreement. Except as otherwise stated in this Agreement, Capitol reserves the right to modify this Agreement or policies regarding the use of the Service or the Site at any time. You are responsible for periodically reviewing this Agreement and agree to be bound by the then-current terms of this Agreement. If you do not wish to be bound by this Agreement, you may cease use of the Site and Service. A printed version of this Agreement and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this Agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.
TERMINATION OF SERVICE
This Agreement shall remain effective and in full force and effect until expiration or earlier terminated by you or Capitol at any time upon notice to the other party. Upon expiration or termination, you agree to discontinue any and all use of the Site and Service. Following termination or expiration of the Agreement, Capitol may, in its sole and absolute discretion, choose to at any time erase, destroy and permanently delete any and all of your data, materials, content, information and files stored with, transmitted or backed up through Capitol.
Notwithstanding the foregoing, Capitol may immediately terminate this Agreement and Your account upon (a) Your breach of any provision of this Agreement, (b) any action by you that Capitol determines, in its sole judgment, may interfere with the operation or use of the Service, or (c) failure to maintain current contact information for your account. In the event of immediate termination for cause, Capitol shall be entitled to the entire service fee for the month in which such termination occurred, and you shall not be entitled to any refund or credit thereof.
The following Sections shall survive any termination or expiration of this Agreement: Capitol’s Limited Liability, Indemnification, Attorneys’ Fees, and Governing Law and Jurisdiction.
If any of the terms or provisions of this Agreement shall be determined to be invalid or inoperative, all of the remaining terms and provisions shall remain in full force and effect.
YOU HEREBY ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THIS AGREEMENT AND AGREE TO BE BOUND BY THE AGREEMENT’S TERMS AND CONDITIONS. You will immediately report to us any and all suspected or actual violations of this Agreement of which you are or should be aware.