Confimax.com - MEMBER TERMS AND CONDITIONS

Welcome to Confimax.com, LLC.'s web site, CONFIMAX.COM ("Confimax"). This Member Terms and Conditions Agreement (the "Agreement") sets forth the terms and conditions that govern your use, as a registered member (a "Member") of all of Confimax's Member Services (the "Services") at the Confimax web site (the "Site"). If you have any questions in general concerning this Agreement, please contact Confimax at memberterms@confimax.com. This Agreement, and any other agreements incorporated herein by reference, constitute the entire agreement between you and Confimax and supersede any prior agreements between you and Confimax related to your use of the Site. If you do not agree to the terms and conditions described in this Agreement, do not click "I AGREE TO AND ACCEPT THIS AGREEMENT"; you will not register as a Member and you will not be able to use our Services. As used in this Agreement, the term "Member" refers to the individual that enters into this Agreement and, where appropriate, the entity represented by such individual.

1. GENERAL INFORMATION.
   Confimax provides a web site located on the Internet at http://www.Confimax.com that allows Members to access and use our Services. Once registered, Members may access the Services, which are more fully described at www.confimax.com/welcome.php.
    
2. AGREEMENT WITH TERMS AND CONDITIONS.
   1. Agreement and Acceptance. By completing the registration form found at www.Confimax.com/signupterms.php and either clicking the "I AGREE TO AND ACCEPT THIS AGREEMENT" button below or signing a hard copy of the Service and faxing it to the number indicated, you agree to and accept the terms and conditions of this Agreement. Please print a copy of these this Agreement for your records. To become a Member, you must register as such by filling out an Service and by selecting a Member Name and Password.
   2. Amendments. Confimax may amend it Member Agreements, by providing no less than 30 days' notice to its Members of any such changes and by posting the amended Member Agreement on the Site, with the effective date of any such amendment conspicuously stated. A Member's continued use of the Site after the effective date of any such amendment shall constitute the Member's acceptance of such changes. In addition, Confimax will e-mail all Members notice of the amended Member's Terms and Conditions. Without limiting the generality or effect of the foregoing, Confimax may also add, delete or modify some or all of its services at any time in its sole discretion, subject to providing appropriate notice.
       
3. NO WARRANTY.
   CONFIMAX PROVIDES THE SITE AND THESE SERVICES ON AN "AS IS" AND "AS AVAILABLE" BASIS AND WITHOUT WARRANTY OR CONDITION, EXPRESS OR IMPLIED. MEMBER AGREES THAT USE OF THE SITE AND SERVICES ARE AT MEMBER'S SOLE RISK. CONFIMAX EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, INCLUDING, BUT NOT LIMITED TO, (I) THE IMPLIED WARRANTIES OF MERCHANTABILITY, (II) FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, (III) THAT SERVICE WILL BE CONTINUOUS, UNINTERRUPTED AND/OR ERROR-FREE AND (IV) AS TO THE ACCURACY OF TRANSMISSIONS MADE ON BEHALF OF MEMBERS. This disclaimer of warranty may not be valid in all states and may not apply to you. CONFIMAX DOES NOT REVIEW OR READ MEMBER TRANSMISSION USING OUR SERVICES. IN NO WAY IS CONFIMAX RESPONSIBLE FOR THE CONTENT OF MEMBER TRANSMISSIONS.
    
4. MEMBER RERPESENTATIONS.
   AS A MEMBER, YOU AGREE TO THE FOLLOWING:
   1. That the person completing this Agreement is capable of entering into a binding agreement, and, if appropriate, has appropriate authority to bind the Company or other entity he / she represents.
   2. That all Member Information provided in the Registration form is accurate and complete. If such information should change during the term of this Agreement, Member shall update such information within 30 days of such change, otherwise this Membership is subject to cancellation by Confimax.
   3. That you shall not provide access to the Site and Member Services to any other person or entity by disclosing your Member Name and Password to a third party.
   4. That you shall not to tamper in any way with the software or functionality of the Site. Without limiting the foregoing, Member agrees not to put any material into the Site or Services which contains any viruses, time bombs, trojan horses, worms, cancelbots or other computer programming routines that may damage, interfere with, intercept or expropriate any system, data or information.
   5. That you shall not to disclose Confimax's confidential information, such as Member Name and Password, even within Member's own organization, except on a need-to-know basis.
   6. That you shall not to invade another Member's privacy. This includes, but is not limited to, the breach or attempted breach of the security of another Member's computer, software or data without the knowledge and express consent of such Member.
   7. That you agree not to impersonate the identity of an individual other than Member's true identity.
   8. That you shall not use or distribute on the Site tools or software designed to compromise privacy or security.
   9. That you shall not post any information on site that is knowingly false, misrepresentative or fraudulent with the intent to cause harm to another party, or in any way violates any of the terms of section 7 of this Agreement.
   10. That you shall not use the Confimax service to send mass marketing email campaigns, defined herein as similar messages sent to 500 of more recipients.
   11. That you shall use Confimax for non-commercial personal use. (Commercial plans are available through www.confimax.com)
        
5. RELATIONSHIP BETWEEN CONFIMAX AND MEMBERS.
   Member and Confimax are independent contractors, and no agency, partnership, joint venture, employer-employee or other similar relationship is intended or created by Member's acceptance of the Terms and Conditions of this Agreement, use of the Site or the Member Services.
6. ACCESS TO THE SITE.
   1. Equipment and Connections.
      Member is responsible for providing all equipment necessary to access the Internet and the Site.
   2. Availability of the Site.
      The Site and Services are usually available 24 hours a day, 7 days a week. However, Confimax retains the right to make the Site and Services unavailable from time to time for any reason. In addition, Member agrees that Confimax shall not be liable for any damages arising from any interruption, suspension or termination of the Site and/or the Services.
   3. Use of Passwords.
      Access to and use of the Site and Services is through a combination of a Member Name and Password. Each Member will choose his or her own unique Member Name and alphanumeric Password. The Member Name and Password provides entry to certain areas of the Site and allows a Member to operate one or more of the Services. No Member or other person is permitted to access the Site or Services using the Member Name and Password of any other Member.
   
    
7. MEMBER DATA POSTED ON OR TRANSMITTED VIA THE SITE.
   You understand that all information, data, text, software, music, sound, photographs, graphics, video, messages or other materials ("Content"), transmitted by Members using our Services, are the sole responsibility of the person from which such Content originated. This means Members, and not Confimax, are entirely responsible for all Content that is uploaded, posted, emailed, transmitted or otherwise made available via our Services. Confimax does not control the Content transmitted via our Services and, as such, does not guarantee the accuracy, integrity or quality of such Content. Confimax does not store the content of Member messages on its site. The only Member data stored on our Site is the information you provide in your Member Profile.
    
8. CONFIMAX'S PROPRIETARY RIGHTS.
   You acknowledge and agree that the Service and any necessary software used in connection with the Service ("Software") contain proprietary and confidential information that is protected by applicable intellectual property and other laws. Except as expressly authorized by Confimax, you agree not to modify, rent, lease, loan, sell, distribute or create derivative works based on the Service or the Software, in whole or in part. Confimax grants you a personal, non-transferable and non-exclusive right and license to use the object code of its Software to maintain a single e-mail account only; provided that you do not (and do not allow any third party to) copy, modify, create a derivative work of, reverse engineer, reverse assemble or otherwise attempt to discover any source code, sell, assign, sublicense, grant a security interest in or otherwise transfer any right in the Software. You agree not to modify the Software in any manner or form, or to use modified versions of the Software, including (without limitation) for the purpose of obtaining unauthorized access to the Service. You agree not to access the Service by any means other than through the interface that is provided by Confimax for use in accessing the Service.
    
9. FEES
   Members are solely responsible for all fees incurred by the Member (collectively, the "Fees"). Failure to pay agreed fees shall constitute breach of this agreement. Confimax reserves the right to pursue all remedies under the law for non-payment of fees. If Member's account is not paid in full, Member hereby acknowledges that Confimax terminate Member's access to Confimax's Services immediately.
    
10. TERMINATION AND EXPIRATION.
    1. Termination Rights.
       Either Confimax or Member may immediately terminate this Agreement if the other party is in default, by providing notice to the other party either in writing or via email. This agreement may be terminated by either party with 30 days notice to the other party if the other party is not in default.
    2. Member Obligations Upon Termination or Expiration.
       Member agrees that, upon termination of this Agreement, Member will pay all outstanding debts to Confimax in full prior to the effective date of Member's termination.
    
     
11. ARBITRATION.
    Any controversy or claim arising out of or relating to this Agreement or Confimax's services shall be settled by binding arbitration in accordance with the commercial arbitration rules of the American Arbitration Association. Any such controversy or claim shall be arbitrated on an individual basis, and shall not be consolidated in any arbitration with any claim or controversy of any other party. The arbitration shall be conducted in the Commonwealth of Massachusetts, and judgment on the arbitration award may be entered into any court having jurisdiction thereof. Either you or Confimax may seek any interim or preliminary relief from a court of competent jurisdiction in the Commonwealth of Massachusetts necessary to protect the rights or property of you or Confimax pending the completion of arbitration.
     
12. LIMITATION OF LIABILITY.
    As a condition of using the Site or Services, and in consideration of the services provided by Confimax, Member agrees that neither Confimax, nor any affiliate, officer, director, shareholder, agent or employee of Confimax, will be liable to Member or any third party for any direct, indirect, incidental, special, punitive, or consequential loss of profits, loss of earnings, loss of business opportunities, damages, expense, or costs resulting directly or indirectly from, or otherwise arising in connection with:
    1. the use of the Site or Services by the Member, including but not limited to damages resulting from or arising from Member's reliance on the Services, or the mistakes, omissions, interruptions, errors, defects, delays in operation, non-deliveries, mis-deliveries, transmissions, eavesdropping by third parties, or any failure of performance of the Services;
    2. the termination of Member's account by Confimax;
    3. government restrictions, strikes, war, any natural disaster or force majeure, or any other condition beyond Confimax's reasonable control.
    The limitations set forth in this section do not apply to the gross negligence or willful misconduct of Confimax and its affiliates (excluding Members), subcontractors, employees, and agents, which, but for this provision, would give rise to a course of action in contract, or any other legal doctrine. However, in no event, shall the liability of Confimax to Member under this Agreement exceed the fees received by Confimax from Member. This limitation of liability may not be valid in all states and may not apply to you.
     
13. INDEMNIFICATION.
    Without limiting the generality or effect of other provisions of this Agreement, as a condition of Members, each Member agrees to indemnify, hold harmless, and defend Confimax, and each of its respective affiliates, subcontractors, agents, and employees, against all third party claims, liabilities and damages incurred or allegedly incurred by Confimax arising out of such Member's engagement in activities related to the Site, but excluding such damages arising out of Confimax's gross negligence or willful misconduct.
     
14. ADDITIONAL TERMS.
    The following documents are incorporated in this Agreement by reference:
    1. Privacy Policy.
       Confimax's Privacy Policy is available online at http://www.confimax.com/privacy.php. Confimax may amend the Privacy Policy from time to time and the amendments are effective as stated in the Amendment.
    2. Terms of Use.
       Confimax's Terms of Use is available online at http://www.confimax.com/terms.php. All amendments and other notices posted therein shall be deemed to be incorporated in this Agreement.
    3. Fee Schedule.
       Confimax's Fee Schedule for the use of its Services available online at http://www.confimax.com/cost.php Confimax may amend the Transaction Fee Schedule from time to time and the amendments are effective as stated in the Amendment.
    
     
15. OTHER GENERAL PROVISIONS.
    This Agreement constitutes the entire agreement and understanding between the parties with respect to the subject matter of this Agreement and supersedes and replaces any and all prior written or verbal agreements. Headings are for references only. A party's failure to insist upon or enforce strict performance of any provision of this Agreement shall not be construed as a waiver of any provision or right. Neither the course of conduct between Member and Confimax nor trade practice shall act to modify any provision of this Agreement. If any provision of this Agreement is held to be invalid or unenforceable, such determination shall not affect such provision in any other respect or any other provision of this Agreement that shall remain in full force and effect. This Agreement may not be assigned or transferred to third parties by Member without prior written permission from Confimax.