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1. Acceptance of Terms of Use
Please review the following terms and conditions ("Terms of Use") carefully.
This agreement is a legally binding contract between you ("You" or “Your”)
and Broadwing Corporation (“Broadwing,” “We” or “Us”),
a subsidiary of the Corvis Corporation, regarding Your access to and use of the
Broadwing web site (the “Site”). By accessing the Site, You agree
to the terms and conditions as outlined in this legal notice. Broadwing reserves
the right to change these terms and conditions from time to time, without notice,
at its sole discretion by posting such revised terms and conditions on the
Site. Your continued use of the Site following any such change constitutes
Your agreement
to follow and be bound by the terms and conditions as changed.
2. The Site
Some areas of the Site require registration for use. In those instances, We require
that You register with Us. You must complete the registration process by providing
Us with current, complete and accurate information as prompted by the registration
form. You further agree to maintain and promptly update any registration information
in order to keep it true, accurate, current and complete. Please see our Privacy
Policy for further details.
3. Password and Security
Upon registration for Your account, You will choose a user identification name
(i.e., Your email address) and a password. You are solely responsible for maintaining
the confidentiality of Your password and user ID. Furthermore, You understand
and agree that the account is Yours, individually, and that You are solely responsible
for any and all activities that occur under Your account, including but not limited
to, ensuring that You completely exit from Your session at the Site. Additionally,
You agree to immediately notify Broadwing of any unauthorized use of Your password,
account or any other breach of security.
4. Your Conduct
You agree not to:
a. upload, transmit, post, email or otherwise
make available to the Site, any content or other material in any
format that: (x) is false,
inaccurate,
unlawful,
harmful, threatening, abusive, harassing, tortious, defamatory, vulgar,
obscene, invasive of another’s privacy, libelous and/or otherwise objectionable;
(y) infringes any third party’s intellectual property; or (z)
contains viruses, worms, Trojan horses, corrupted files, or any other
similar
software or programs designed to interrupt, destroy or limit the
functionality of
any computer software or hardware or telecommunications equipment;
b. alter, remove, or falsify any attributions or other proprietary designations
of origin or source of any other content appearing on the Site or contained in
a file that is uploaded to the Site;
c. impersonate any person or entity, including, but not limited to, a Broadwing
official or falsely state or otherwise misrepresent Your affiliation with a person
or entity;
d. attempt, through any means, to gain unauthorized access to the
Site, or another user’s account on the Site;
e. use any robot, spider, other automatic device, or manual process
to monitor or copy web pages or the content contained herein without
our
prior expressed
written permission. Additionally, You agree that You will not take
any action that imposes an unreasonable or disproportionately large
load
on Broadwing’s
infrastructure; or
f. use the Site for illegal purposes or for the transmission of material
that is unlawful, harassing, libelous, invasive of another’s
privacy, abusive, threatening, harmful, vulgar, obscene, tortious
or otherwise
objectionable; posting or transmitting third-party copyrighted information
or in any way
infringing
on the intellectual property rights of others; impersonating someone
else; using
the Site for the transmission of junk mail, spam, chain letters,
or unsolicited mass distribution of email; or posting improper messages.
The use of any device, software or routine that interferes or attempts to interfere
with the proper working of the Site is expressly prohibited. You may not disclose
or share Your password with any third parties or use Your password for any unauthorized
purpose. In any case, You remain solely responsible for any authorized or unauthorized
use of Your password.
Broadwing reserves the right to monitor or remove any information
transmitted or received through the Site, or to terminate Your
access to and use
of the Site, at any time, without notice, in its sole discretion.
The following
actions, among
others, may result in removal of messages and/or termination
of Your access to the Site: Using the Site for illegal purposes
or
for the
transmission of material
that is unlawful, harassing, libelous, invasive of another’s
privacy, abusive, threatening, harmful, vulgar, obscene, tortious
or otherwise
objectionable; posting
or transmitting third-party copyrighted information or in any
way infringing on the intellectual property rights of others;
impersonating
someone
else; using the Site for the transmission of junk mail, spam,
chain letters, or unsolicited mass distribution of email; or
posting
improper or off-topic
messages. Your
use
of the Site is subject to all applicable local, state, national
and international laws and regulations, including but not limited
to
the United States
export
control laws and regulations. You agree not to transmit any material
that could constitute,
or encourage conduct that could constitute, a criminal offense,
give rise to civil liability, or otherwise violate any local,
state, national
or
international
law or regulation.
You agree to indemnify and hold Broadwing, its parent, affiliates and subsidiaries
harmless from any claims relating to any action taken by Broadwing as part of
its investigation of a suspected violation of the Terms of Use or as a result
of its conclusion that a violation of the Terms of Use has occurred, including
but not limited to the removal of posts from the Site or the suspension or termination
of Your access to the Site. You agree to take reasonable actions to select, and
protect from unauthorized use, Your password to access the Site. If You believe
someone has used Your password or account without Your authorization, You agree
to call Broadwing customer service directly at 1.800.BROADWING (1.800.276.2394).
Broadwing reserves the right to access and disclose any information, including
user names and other information, to comply with applicable laws and lawful government
requests, to operate its systems properly or to protect itself or its registrants.
5. Proprietary Rights Restrictions
All material on the Site, including without
limitation all informational text, photographs,
graphics, audio, video, messages,
files, documents,
images or
other materials (collectively, the “Materials”), whether publicly posted
or privately transmitted, as well as all derivative works, are owned by Broadwing
or other parties that have licensed their material to Broadwing and is protected
by copyright, trademark and other intellectual property laws. Broadwing disclaims
any proprietary interest in trademarks, service marks, logos, slogans, domain
names and trade names other than its own. Trademarks, logos, images and service
marks displayed on the Site are the property of either other third parties or
Broadwing. You agree not to display or use such marks without Broadwing’s
prior written permission.
The Materials on the Site may not be copied, reproduced, republished, uploaded,
posted, transmitted, or distributed in any way, including by e-mail or other
electronic means. Any modification of the Materials, use of the Materials on
any web site or networked computer environment, or use of the Materials for any
purpose other than personal, non-commercial use is a violation of the copyright,
trademark, and other proprietary rights in the Materials and is expressly prohibited.
6. Links to Other Web Sites
The Site contains links to third party sites. The linked sites are not under
Broadwing's control and Broadwing does not endorse, adopt or undertake any responsibility
for the content or privacy practices of any linked site.
7. Disclaimer of Warranties
a. YOU EXPRESSLY AGREE THAT USE OF THE SITE
IS AT YOUR SOLE RISK. THE SITE IS PROVIDED
BY BROADWING ON AN “AS IS” AND “AS AVAILABLE” BASIS.
BROADWING MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND,
EXPRESS OR IMPLIED, AS TO THE OPERATION OF THE SITE, THE
SERVICES OR ACTIVITIES
ARISING
OUT OF
OR CONNECTED TO THE SITE, OR THE INFORMATION, CONTENT, MATERIALS
OR PRODUCTS INCLUDED
ON THE SITE. TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE
LAW, BROADWING EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS
OR IMPLIED,
INCLUDING BUT
NOT LIMITED TO, IMPLIED
WARRANTIES OF MERCHANTABILITY, QUALITY AND FITNESS FOR A
PARTICULAR PURPOSE. BROADWING WILL NOT BE LIABLE FOR ANY
DAMAGES OF ANY
KIND ARISING FROM
THE USE OF THE SITE, INCLUDING BUT NOT LIMITED TO DIRECT,
INDIRECT, INCIDENTAL, PUNITIVE,
SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES. NO ADVICE OR
INFORMATION, WHETHER WRITTEN OR ORAL, GIVEN BY BROADWING
OR ITS AFFILIATES
OR ANY OFFICER,
DIRECTOR,
EMPLOYEE, AGENT, PROVIDER, REPRESENTATIVE OR CONTRACTOR OF
BROADWING OR ITS AFFILIATES, OR OTHERWISE AVAILABLE THROUGH
THE SITE SHALL
CREATE ANY
WARRANTY
NOT EXPRESSLY
SET FORTH IN THESE TERMS OF USE; NOR SHALL YOU RELY ON ANY
SUCH INFORMATION OR ADVICE.
b. BROADWING MAKES NO WARRANTY THAT THE SITE WILL MEET YOUR REQUIREMENTS, OR
THAT THE SITE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE; NOR DOES
BROADWING MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE
OF THE SITE. BROADWING MAKES NO WARRANTY OR REPRESENTATION REGARDING THE ACCURACY
AND COMPLETENESS OF INFORMATION PROVIDED ON OR THROUGH THE SITE, WHETHER OR NOT
SUCH INFORMATION HAS BEEN POSTED BY A THIRD PARTY OR INCORPORATED INTO THE SITE
BY BROADWING.
c. YOU UNDERSTAND AND AGREE THAT ANY MATERIAL AND/OR DATA DOWNLOADED OR OTHERWISE
OBTAINED THROUGH THE USE OF THE SITE IS AT YOUR OWN DISCRETION AND RISK AND THAT
YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS
OF DATA THAT RESULTS FROM THE DOWNLOAD OF SUCH MATERIAL AND/OR DATA.
d. YOU UNDERSTAND AND AGREE THAT BROADWING DOES NOT GUARANTEE THE ACCURACY OR
COMPLETENESS OF ANY INFORMATION PROVIDED AT OR IN CONNECTION WITH THE SITE. BROADWING
IS NOT RESPONSIBLE FOR ANY ERRORS OR OMISSIONS OR FOR THE RESULTS OBTAINED FROM
THE USE OF SUCH INFORMATION. BROADWING DOES NOT WARRANT THAT THE OPERATION OF
THE SITE WILL BE UNINTERRUPTED OR ERROR-FREE. NO SPECIFIC RESULT FROM THE USE
OF THE SITE OR THE SERVICES IS ASSURED OR GUARANTEED. BROADWING WILL NOT BE RESPONSIBLE
FOR SITE OR SERVICE FAILURES FOR ANY REASON, WHETHER OR NOT WITHIN THE CONTROL
OF BROADWING.
e. BROADWING SHALL NOT BE RESPONSIBLE FOR ANY LOSS OR DAMAGE CAUSED, OR ALLEGED
TO HAVE BEEN CAUSED, DIRECTLY OR INDIRECTLY, BY THE INFORMATION OR IDEAS CONTAINED,
SUGGESTED OR REFERENCED AT THE SITE. YOUR USE OF THE SITE IS SOLELY AT YOUR OWN
RISK. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM
BROADWING OR THROUGH THE SITE SHALL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.
f. BROADWING MAKES NO WARRANTY REGARDING ANY PRODUCTS OR SERVICES PURCHASED OR
OBTAINED THROUGH THE SITE OR ANY TRANSACTIONS ENTERED INTO THROUGH THE SITE.
8. Limitation of Liability
Broadwing shall not be liable for nonperformance
or delay in performance for any reason, whether
within or outside of its
control. You expressly
agree that
use of the Site is at Your sole risk. Neither Broadwing,
nor its affiliates, nor any of their officers, directors,
employees,
agents,
third-party
content providers, merchants, sponsors, licensors, or the
like, warrant that the
Site will be uninterrupted or error-free; nor do they make
any warranty as to the
results that may be obtained from the use of this Site, or
as to the accuracy, reliability, or currency of any information,
content,
service,
or merchandise
provided through the Site. Under no circumstances shall Broadwing
or any other party involved in creating, producing, or distributing
this
Site
be liable
for any direct, indirect, incidental, special, exemplary,
punitive or consequential damages that result from the use
of or inability
to use
this Site, including
but not limited to reliance by You on any information obtained
from this Site, or that result from mistakes, omissions,
interruptions, deletion
of files or
email, errors, defects, viruses, delays in operation or transmission,
or any failure of performance, whether or not resulting from
acts of God,
communications failure, theft, destruction, or unauthorized
access
to Broadwing’s
records, programs, or services. You hereby acknowledge that
this paragraph shall apply
to all content, merchandise, and services available through
this Site. Because some states do not allow the exclusion
or limitation
of liability
for consequential
or incidental damages, in such states liability is limited
to the fullest extent permitted by law.
9. Indemnification
You agree to indemnify, hold harmless and release
Broadwing, its parent, subsidiaries, affiliates,
directors, officers, agents, licensees, co-branders
or other partners,
and employees, from and against any and all claims, damages,
costs
and expenses, including attorney’s fees, arising from
or related to Your use of the Site and/or any content contained
therein and/or
any
transaction
You enter
into with
a third party based on information or contacts obtained from
the Site.
10. Prohibited Uses of Site
Broadwing reserves the right to block Your access to the Site at any time without
notice for the following.
• Unlawful Purposes. Transmission, distribution or storage
of material, or conduct in violation of any applicable local,
state, federal
or international law or regulation is prohibited. This includes, without
limitation, any
unauthorized use of material protected by patent, copyright, trademark,
servicemark or
other intellectual property right or material prohibited by criminal
or civil law.
• Unauthorized Trademark and Servicemark Use. You are also prohibited from
incorporating Broadwing trademarks and servicemarks without
express prior written permission of the trademark or servicemark owner, respectively.
• Site Functionality. Any action to defeat or disable, or conduct that
facilitates defeating or disabling any functionality of,
the Broadwing Site or alters the look, feel or functionality of the Broadwing
Site
is prohibited.
• System and Network Security. Any violations of the Broadwing system or
network security are strictly prohibited. Security violations
include, without limitation: (i) attempts to compromise the security of the
Website; (ii) use or distribution of tools designed to compromise security
(including without
limitation cracking tools, banner blockers, network probing
tools, and password or credit
card probes and decryption devices, and other guessing programs)
of any computer
system or network; (iii) transferring excessive amounts of
data
through the Broadwing network; and (iv) reselling any aspect of the Site.
11. Enforcement.
In order for Broadwing to comply with applicable laws, including without limitation
the Electronic Communications Privacy Act, 18 U.S.C. 2701 et seq., to comply
with appropriate government requests, or to protect Broadwing, Broadwing may
access and disclose any information, including, without limitation, the personal
identifying information of Broadwing visitors passing through its network, and
any other information it considers necessary or appropriate without notice to
You. Broadwing will cooperate with law enforcement authorities in investigating
suspected violations of the Terms of Use and any other illegal activity. Broadwing
reserves the right to report to law enforcement authorities any suspected illegal
activity of which it becomes aware.
If Broadwing receives a complaint or otherwise becomes aware of any possible
violation of these Terms of Use, Broadwing may, in its sole discretion, initiate
an investigation.
In the case of any violation of these Terms of Use, Broadwing reserves the right
to pursue all remedies available by law and in equity for such violations. These
Terms of Use apply to all visits to the Site, both now and in the future.
12. Changes to the Site
Broadwing reserves the right to modify, suspend or discontinue all or any portion
of the Site at any time, with or without notice. Unless stated otherwise, any
new features to the current Site shall be subject to these Terms of Use. All
areas of the Site are currently accessible to users without charge, however Broadwing
reserves the right to charge users for access to or use of any portion of the
Site in the future. These Terms of Use may be modified by Broadwing at any time.
Any such changes will be posted on the Site. Your continued use of the Site shall
be deemed acceptance of any modifications.
13. Failure to Abide by these Terms
Broadwing may in its sole discretion terminate or suspend Your account and any
current activities at the Site immediately without notice to You if You breach
these Terms of Use or if We are unable to verify or authenticate any information
that You provide to Us. Broadwing reserves the right, in its sole discretion,
to refuse access to any user at any time to those portions of the Site that require
registration. You agree that Broadwing shall not be liable to You or any third
party for any termination of Your access to any Material and/or the Site.
14. Reasonable Efforts
Any references in these Terms of Use or in any other agreements, whether oral
or written, between You and Broadwing to the obligations, duties and responsibilities
of Broadwing shall mean and be interpreted as obligations, duties and responsibilities
of Broadwing to use its commercially reasonable efforts only and shall be subject
to You fulfilling all of Your obligations, duties and responsibilities.
15. Governing Law; Consent to Jurisdiction
This Site is controlled and operated by Broadwing
from its offices in Austin, Texas, United
States. Broadwing makes no representation
that
materials
on this Site are appropriate for use outside of the United
States. If You choose
to
access this Site from other locations, You do so at their
own risk and are solely responsible
for compliance with applicable local laws. All claims relating
to, and the use of, this Site or the Exchange are governed
by and will
be interpreted
under the
laws of the State of Texas without regard to the conflict
of laws rules thereof.
The parties specifically exclude and opt out of the United
Nations Convention on Contracts for the International Sale
of Goods.
The parties hereby
waive the requirements of formal service of process for any
action or claim brought
in
connection with any transaction contemplated under these
Terms of Use and agree to be served by express courier at
their principal
place
of business.
You covenant
that the transaction(s) contemplated by these Terms of Use
is commercial in nature and expressly and irrevocably waives
any
claim of sovereign
immunity for itself
and its assets in connection with any proceeding to enforce
Broadwing’s
rights thereunder and hereunder, including, without limitation,
immunity from the jurisdiction of the courts of Texas or
the United States,
immunity from
service of process, and immunity of any of its assets from
pre- or post-judgment attachment
or execution. You specifically acknowledge and agree that
the Uniform Computer Information Transactions Act does not
apply
to these Terms
of Use. The
prevailing party in any legal action brought by one party
against the other and arising
out of purchases subject to these Terms of Use shall be entitled,
in addition to any other rights and remedies it may have,
to reimbursement for its
expenses, including court costs and reasonable attorneys'
fees. If any provision or
provisions of these Terms of Use shall be held by a court
of competent jurisdiction to
be invalid, illegal or unenforceable, the validity, legality
and enforceability
of the remaining provisions shall not in any way be affected
or impaired thereby. Further, in lieu of such illegal, invalid
or
unenforceable
provision, there
shall
be added automatically as part of these Terms of Use a provision
as similar in its terms to such illegal, invalid or unenforceable
provision
as may
be possible
and be legal, valid and enforceable.
You agree that the statute of limitations for any claim against Broadwing shall
be one (1) year from when the claim first arose, and any claim(s) not brought
within such one (1) year period of time shall be deemed waived.
The exclusive personal jurisdiction of, and venue for, all disputes arising out
of these Terms of Use shall be the state and federal courts located in Austin,
Texas, United States, and You consent to such exclusive jurisdiction and waive
all objections to such jurisdiction and venue.
16. Broadwing Privacy Policy
On-line information collected and certain other information about You is subject
to Broadwing's Privacy Policy. For more information, please see our full privacy
policy at [Insert Privacy Policy Link].
17. Miscellaneous
These Terms of Use constitute the entire agreement between You and Broadwing
with respect to the Site. If any provision of these Terms of Use is found to
be invalid or unenforceable by a court of competent jurisdiction, such provision
shall be severed from the remainder of the Terms, which shall remain in full
force and effect. No waiver by either party of any breach or default hereunder
shall be deemed to be a waiver of any preceding or subsequent breach or default.
The section headings used herein are for convenience only.
YOU ACKNOWLEDGE THAT YOU HAVE READ THESE TERMS OF USE, UNDERSTAND THEM, AND AGREE
TO BE BOUND BY THEIR TERMS AND CONDITIONS. YOU FURTHER AGREE THAT IT IS THE COMPLETE
AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN YOU AND BROADWING WHICH SUPERSEDES
ANY PROPOSED OR PRIOR AGREEMENT, ORAL OR WRITTEN, AND ANY OTHER COMMUNICATIONS
BETWEEN YOU AND BROADWING RELATING TO YOUR USE OF THE SITE.
If You have any questions or comments about our Terms of Use, You can contact
us at 1.800.BROADWING (1.800.276.2394).
Effective May 14, 2004 |
