This Agreement is between you, the viewer and/or subscriber (“Subscriber”) and Center Africa Broadcasting Network Corporation (“CABNC-TV”). CABNC-TV agrees to provide Subscriber with access to those portions of its Web site restricted only to those persons who have assented to the terms of this Agreement (“Subscribers”). Subscriber agrees to pay the Subscription Fee to CABNC-TV according to the terms of this Agreement and abide by the Rules of Conduct.
1.1 “CABNC-TV Web site” means the Web site located at the URL http://centerafricatv.com and includes the entirety of both the CABNC-TV Subscription Site and CABNC-TV Public Web site.
1.2 “CABNC-TV Subscription Web site” means that portion of the CABNC-TV Web site which is restricted to the use of its Subscribers.
1.3 “CABNC-TV Public Web site” means that portion of the CABNC-TV Web site which is available for use by any person, or any Subscriber, which accesses it.
1.4 “Acceptance” means that the Subscriber has accepted the terms of this Agreement and has manifested said acceptance by clicking on the “I Accept/Agree” button or “I Accept/Agree” hypertext link at the bottom of this Agreement or by using this website as a Viewer.
1.5 “Subscribers” means those persons or entities who have assented to the terms of this agreement, or an equivalent past agreement, whereby they have been granted access to the CABNC-TV Subscription Web site.
1.5b “Viewer” means those persons or entities who have assented to the terms of this agreement, or an equivalent past agreement by merely using this website and in any way consuming the content thereof and/or interacting with the website in any way.
1.6 “User Name” means the name by which the Subscriber shall provide, along with the Password, to CABNC-TV which allows him/her to gain access to the CABNC-TV Subscription Web site.
1.7 “Password” means the password by which the Subscriber shall provide, along with the User Name, to CABNC-TV which allows him/her to gain access to the CABNC-TV Subscription Web site.
1.8 “Subscription Fee” is the payment plan which has been enumerated in this Agreement and which Subscriber agrees to pay to CABNC-TV for access to the CABNC-TV Subscription Site.
1.9 “Information Entry Page” means the Web page that shall be downloaded to Subscriber’s computer after Subscriber accepts this Agreement.
2. CABNC-TV’s Duties.
2.1 CABNC-TV’s Services. CABNC-TV is an online producer of interactive news. CABNC-TV’s information product is distributed by the Internet and is available to both Subscribers of the CABNC-TV Subscription Web site and the general public through the CABNC-TV Public Web site.
2.2 Privacy of Subscriber’s Information. CABNC-TV shall not disclose to third parties any personal information which Subscribers forward to CABNC-TV through the Information Entry Page. The information which the Subscriber forwards to CABNC-TV through the use of the Information Entry Page shall be used solely by CABNC-TV for the purposes of billing, advertising, for notifying Subscriber of any changes to this Agreement, the CABNC-TV Subscription Web site, or any other purpose which CABNC-TV deems necessary to carry out its duties under this Agreement.
2.3 Information Provided on the CABNC-TV Subscription Site. CABNC-TV shall provide its Subscribers with an information product on the CABNC-TV Subscription Site that is unavailable to those persons who are not Subscribers. CABNC-TV shall provide information on its CABNC-TV Public Web site, but CABNC-TV agrees that the information available on the CABNC-TV Subscription Site shall not be published or available on any portion of the CABNC-TV Public Web site. CABNC-TV reserves the right to publish time-sensitive information on the CABNC-TV Public Web site after it has been published on the CABNC-TV Subscription Site after a length of time deemed appropriate by CABNC-TV.
2.4 Unauthorized Access. In the event that Subscriber determines that another party has gained access to Subscriber’s Password and User Name, or has determined that another has wrongfully accessed the CABNC-TV Subscriber Web site using Subscriber’s Password and User Name, CABNC-TV shall issue a new User Name and Password to Subscriber and shall delete the old User Name and Password account.
2.5 Availability of Access. CABNC-TV shall notify Subscriber by posting or e-mail of scheduled maintenance or upgrade work which may make the CABNC-TV Subscription Web site unavailable for periods of time greater than two (2) hours. CABNC-TV does not warrant that the CABNC-TV Subscription Web site will be available to Subscriber on a continual twenty-four hour basis.
3. Subscriber’s Duties.
3.1 Payment. Subscriber agrees to pay CABNC-TV a monthly fee during the term of this Agreement. The monthly fee is defined by the Terms of Payment.
3.2 Rules of Conduct. Subscriber agrees to abide by the Rules of Conduct.
3.3 Information Entry Page. Subscriber shall enter and forward to CABNC-TV truthful and factually accurate information on the Information Entry Page. Subscriber shall provide credit card information on the Information Entry Page which CABNC-TV shall use according to the Terms of Payment.
3.4 Intellectual Property Ownership. Subscriber recognizes that the entire content of the CABNC-TV Web site is CABNC-TV’s copyrighted and trademarked intellectual property. Subscriber shall not copy or distribute any copyrighted or trademarked material presented on the CABNC-TV Web site.
3.5 Availability of Access. Subscriber recognizes that the traffic of data through the Internet may cause delays during the download of information from the CABNC-TV Subscription Web site and shall not hold CABNC-TV liable for delays which are ordinary in the course of Internet use. Subscriber recognizes that the CABNC-TV Subscription Site shall not be available on a continual twenty-four hour basis due to such delays and due to delays caused by CABNC-TV’s upgrading, modification, or standard maintenance of the CABNC-TV Subscription Web site.
4. Length of Agreement. The parties agree that Subscriber may determine the length of the term of this Agreement. Subscriber shall indicate his assent to this Agreement by allowing CABNC-TV to charge Subscriber’s credit card on a monthly basis according to the Terms of Payment. Subscriber shall notify CABNC-TV in writing, by phone, or by e-mail of Subscriber’s desire to terminate this Agreement. CABNC-TV does reserve the right to terminate this Agreement should Subscriber violate the Rules of Conduct, any other term of this Agreement, or at CABNC-TV’s discretion, provided that CABNC-TV notify Subscriber no less than thirty (30) days in advance.
5. Terms of Payment. Subscriber shall pay a monthly fee of ten dollars ($10) to CABNC-TV during the course of this Agreement. Subscriber shall provide CABNC-TV with a credit card number, as stipulated on the Information Entry Page, to which CABNC-TV shall bill the monthly fee on the first business day of every month during the course of this Agreement. CABNC-TV reserves the right to increase the monthly fee and shall notify Subscriber no less than thirty (30) days of the date of the change of the monthly fee should CABNC-TV decide to alter the monthly fee.
6. Rules of Conduct. CABNC-TV provides chat areas and bulletin boards which Subscribers may use to discuss the information presented through the CABNC-TV Web site. Subscriber agrees that Subscriber shall not post any of the following material or information to the chat areas or bulletin boards:
Material copyrighted by other parties;
• Material or statements which contain vulgar, obscene, or indecent statements or graphical images;
• Defamatory or abusive statements;
• Statements which threaten the person of others;
• Advertising or other forms of solicitation;
• Statements which are bigoted, hateful, racially offensive, or which endorse or advocate illegal or immoral activity.
CABNC-TV reserves the right to remove any statements which violate these Rules of Conduct. CABNC-TV reserves the right to terminate this agreement with Subscriber without notice should Subscriber violate these Rules of Conduct. CABNC-TV DOES NOT HOLD ITSELF OUT AS A “CENSOR” OR “MONITOR” AND DOES NOT MONITOR THESE CHAT ROOMS OR BULLETIN BOARDS. CABNC-TV DISCLAIMS ALL RESPONSIBILITY FOR ANY MATERIAL DISCUSSED OR POSTED ON THESE BULLETIN BOARDS. CABNC-TV SHALL INVESTIGATE ANY ALLEGATIONS OF A VIOLATION OF THESE RULES.
7. Information Entry Page. Subscriber shall be prompted to enter the following information on the Information Entry Page after indicating Acceptance to this Agreement. The Information Entry Page shall request the following information:
Subscriber’s first and last names;
• Subscriber’s mailing address;
• Subscriber’s credit card information, including billing address;
• Subscriber’s telephone number;
• Subscriber’s desired Password and User Name.
The Information Entry Page shall also ask Subscriber to enter voluntary information which shall be used solely for the purposes of determining the profiles of WHS’s Subscribers. This information shall not be forwarded to any third parties as per Paragraph 2.2.
8. Choice Of Law. This Agreement shall be construed and controlled by the laws of the State of New York. Any dispute concerning or breach of the terms of this Agreement will be governed by the laws of the State of New York.
9. Indemnification. CABNC-TV shall not undertake to resolve any disputes or litigation on Subscriber’s behalf involving use of the services described herein, and Subscriber agrees that it shall indemnify, hold CABNC-TV harmless and defend CABNC-TV against any disputes involving use of the CABNC-TV Subscription Web site.
10. Disclaimers. The services provided by CABNC-TV are provided “AS IS”, WITHOUT WARRANTY OF ANY KIND TO SUBSCRIBER OR ANY THIRD PARTY, INCLUDING, BUT NOT LIMITED TO, ANY AND ALL IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF: 1) MERCHANTABILITY; 2) FITNESS FOR PARTICULAR PURPOSE; 3) EFFORT TO ACHIEVE PURPOSE; 4) QUALITY; 5) ACCURACY; 6) NON-INFRINGEMENT; 7) TITLE; 8) MARKETABILITY; 9) PROFITABILITY; 10) SUITABILITY; AND/OR 11) ANY TYPE ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE. SUBSCRIBER AGREES THAT ANY EFFORTS BY CABNC-TV TO MODIFY ITS GOODS OR SERVICES SHALL NOT BE DEEMED A WAIVER OF THESE LIMITATIONS, AND THAT ANY CABNC-TV WARRANTIES SHALL NOT BE DEEMED TO HAVE FAILED OF THEIR ESSENTIAL PURPOSE. SUBSCRIBER FURTHER AGREES THAT CABNC-TV SHALL NOT BE LIABLE TO SUBSCRIBER OR ANY THIRD PARTY FOR ANY LOSS OF PROFITS, LOSS OF USE, INTERRUPTION OF BUSINESS, OR ANY DIRECT, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND WHETHER UNDER THIS AGREEMENT OR OTHERWISE, EVEN IF CABNC-TV WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR WAS GROSSLY NEGLIGENT. Some jurisdictions do not permit the exclusion or limitation of liability for consequential or incidental damages, and, as such, some portion of the above limitation may not apply to Subscriber. In such jurisdictions, CABNC-TV’s liability is limited to the greatest extent permitted by law.
11. Entire Agreement. This Agreement supersedes any and all other agreements, either oral or in writing, between the parties with respect to the matters stated herein, and this Agreement contains all of the covenants and agreements between the parties with respect thereto. This Agreement may be amended or modified only in writing, and shall be effective as indicated herein.
12. Knowing Consent and Authority to Consent. The parties knowingly and expressly consent to the foregoing terms and conditions. Each party is authorized to enter into this Agreement on behalf of its respective party.