Sales-Fax

Nonassignability. Subscriber's right to use $ALE$-FAX Web site and the contents of its database is personal to the Subscriber and may be used only by the Subscriber's actual employees or independent representative companies listed on its advertising rate card or sales literature who are engaged in the same discrete endeavor to market and sell advertising space and/or time, or promotional services separate and apart from advertising agencies or media buying services for a specific project or enterprise of the Subscriber. The Subscriber's right may not be transferred to or used by any other person or entity, even if that person or entity is employed by or associated with the Subscriber’s employer, or the same owner or employer as the Subscriber, but in a capacity involving a discrete project, such as a different publication, use of a different trade name or use of a different airwave frequency. This includes subscriber’s independent sales representatives. They may not use $ALE$-FAX products or services to promote or serve the needs of other non-subscribers they represent. The Subscriber is responsible for all use, authorized or not, of the Subscriber's Account (under any screen name or password), any hard-copy Ad-Fax publication and the data contained therein and for ensuring that all use of the Subscriber's Account complies fully with the terms and conditions of this agreement and the Subscriber shall inform each of its employees authorized to use the Subscriber's Account of this limitation on the use of Subscriber's right hereunder. The Subscriber is responsible for protecting the confidentiality of the Subscriber's screen name and password. In the event of any use of Subscriber's Account that does not comply with the limitations expressed in this paragraph, AD-FAX may, in addition to any other remedy available to it, charge Subscriber for each such use as a separate subscription according to AD-FAX's rate schedule for $ALE$-FAX news or data.

Equipment and Programs.  In respect of its on-line services, AD-FAX is obligated to provide only on-line access to its Ad-Fax Web database, and the Subscriber understands that the Subscriber is responsible to obtain, maintain and pay for all equipment, facilities and programs which may be required for the Subscriber to access and use the Ad-Fax Web database.

Manner of Use.  The Subscriber shall use the Ad-Fax Web database, Ad-Fax hard-copy publications and the data obtained from such use for lawful purposes only. The Subscriber shall access and use the $ALE$-FAX Web database and $ALE$-FAX hard-copy publications only in accordance with the $ALE$-FAX rate schedule attached hereto as the same may be from time to time modified or amended (provided that AD-FAX may not make any modification or amendment purporting to affect any right of access or use for which the Subscriber has paid or committed to pay and such payment is timely made).

Proprietary Rights.  The Subscriber understands that the entirety of the $ALE$-FAX Web database and its hard-copy publications consists of trade secrets and information confidential to AD-FAX which AD-FAX has assembled at substantial expense and effort, copyrighted material (including the selection, coordination, arrangement and enhancement of such content, as well as the content original to it), trademarks and trade names and other proprietary information owned by AD-FAX, and the Subscriber represents to AD-FAX that the subscriber (a) will not contest the trade secret and confidential status of the contents of this database or AD-FAX's interests in such copyrights, trademarks and trade names, (b) will not, without the prior written consent of AD-FAX, copy, distribute, modify, publish, transmit, participate in the transfer or sale, create derivative works based upon, or in any way exploit, any of the content of the $ALE$-FAX Web database or its hard-copy publications except as is herein provided and (c) will download this material only for the Subscriber's personal use in establishing the Subscriber's personal sales strategies, targets and goals. The Subscriber hereby acknowledges that the Subscriber does not acquire any ownership rights in this material by downloading this material or making any permitted use of it.

Disclaimer of Warranty; Limitation of Liability.  The Subscriber understands that on-line publishing depends upon relatively new and still evolving technologies and is subject to events and occurrences beyond the control of the publisher and that AD-FAX must rely on the good faith of others over whom it has no control in acquiring and assembling the contents of the $ALE$-FAX Web database. Accordingly, as a condition to the Subscriber's use of the $ALE$-FAX Web database, the Subscriber hereby assumes all risk of injury to Subscriber which may arise out of use of the $ALE$-FAX Web database, and the Subscriber represents to AD-FAX that the Subscriber will not in any action whatsoever assert any claim against AD-FAX or any person or entity affiliated with AD-FAX for damages or other legal or equitable relief arising out of any failure of performance, including, without limitation of the generality of the foregoing, error, inaccuracy, lack of authenticity, lack of timeliness, omission, interruption, deletion, defect, failure or delay in operation or transmission, computer virus, communication line failure, theft or destruction or unauthorized access to or alteration of data of Ad-Fax Web and/or its database. The Subscriber understands that no representation or warranty whatsoever, express or implied, is made to the Subscriber by AD-FAX, and all warranties which by law may be disclaimed are hereby disclaimed, including, without limiting the generality of the foregoing, representations or warranties of title, merchantability, suitability for any purpose or results to be obtained from the of data.

Monitoring.  AD-FAX shall have the right, but not the obligation, to monitor the subscriber's use of $ALE$-FAX Web, its hard-copy publications and its database to determine compliance with this agreement and any applicable law or regulation imposed by any governmental agency having jurisdiction.

Indemnification.  The Subscriber agrees to defend and indemnify AD-FAX and its Affiliates and hold them harmless from and against all claims and expenses, including attorneys' fees, arising out of the use of $ALE$-FAX Web, its hard-copy publications and its database by the Subscriber or any use of the Subscriber's Account not condoned in writing by AD-FAX whether specifically authorized by the Subscriber or not.

Termination.  AD-FAX may terminate this agreement at any time in the event of any conduct involving the Subscriber's Account which AD-FAX, in its sole discretion, considers to be in breach by Subscriber of this agreement, at which time AD-FAX shall refund to the Subscriber any unused portion of the Subscriber's subscription fee. Ad-Fax reserves the right to refuse to sell or distribute $ALE$-FAX to anyone for any reason

Trademarks.  Ad-Fax, $ALE$-FAX Web and $ALE$-FAX are trademarks and trade names owned and used by AD-FAX. All rights thereto are reserved. All other trademarks and trade names appearing in the $ALE$-FAX database or published products are the property of their respective owners.