AGREEMENT: Terms of Service for PositiveActivity, LLC

1. ACKNOWLEDGMENT AND ACCEPTANCE OF TERMS OF SERVICE

PositiveActivity, LLC ("PositiveActivity, LLC"), owned and operated by (“PositiveActivity, LLC”), its entities or providers, is provided to you ("SUBSCRIBER") under the terms and conditions of this PositiveActivity, LLC Terms of Service (THTS) and any operating rules or policies that may be published by PositiveActivity, LLC, its entities or providers, The THTS comprises the entire agreement between SUBSCRIBER and PositiveActivity, LLC and supersedes all prior agreements between the parties regarding the subject matter contained herein. BY COMPLETING THE REGISTRATION PROCESS, YOU ARE INDICATING YOUR AGREEMENT TO BE BOUND BY ALL OF THE TERMS AND CONDITIONS OF THE THTS.

PositiveActivity, LLC provides SUBSCRIBER with various publishing and content distribution services, including but not limited to the capability to post information to a web network, graphics, video, documents, presentations, and other digital media files and participate in web-based corkboards and calendars. Some services will be free of charge; others will have a cost or have other upgrade requirements. The requirements or fees for any service or option will be clearly explained and separately agreed to when SUBSCRIBER implements those options, if any. SUBSCRIBER must: (1) provide all equipment, including a computer; (2) access to the World Wide Web; (3) and pay any telephone service fees associated with such access.

3. MODIFICATIONS TO TERMS OF SERVICE:

PositiveActivity, LLC may change the terms and conditions of the THTS from time to time. Upon major changes in the terms and conditions of the THTS, PositiveActivity, LLC will notify you by posting the changes as a start-up screen prior to your subsequent use of the Service. If you agree to be bound by the changes, you must again click the "I Accept" button that will follow the posted changes. If you do not click the "I Accept" button, you may terminate your use of the Service at that time. Minor changes in the terms and conditions of the THTS will be posted to PositiveActivity, LLC News at http://www.PositiveActivity.com.

SUBSCRIBER’s continued use of the Service constitutes an affirmative: (1) acknowledgment by SUBSCRIBER of the THTS and THTS modifications; and (2) agreement by SUBSCRIBER to abide and be bound by the THTS and THTS modifications.

4. MODIFICATIONS TO SERVICE:

PositiveActivity, LLC reserves the right to modify or discontinue the Service upon notice to SUBSCRIBER. PositiveActivity, LLC shall not be liable to SUBSCRIBER or any third party should PositiveActivity, LLC exercise THTS right to modify or discontinue the Service beyond the balance of the service agreement less 30 days of the existing customer rate at the time service is discontinued.

5. PRIVACY POLICY:

All information entered into PositiveActivity, LLC by SUBSCRIBER is private to SUBSCRIBER except to the extent that he or she opts to share that information with other PositiveActivity, LLC SUBSCRIBERs and/or the public, through PositiveActivity, LLC or otherwise.

It is PositiveActivity, LLC’s policy to respect the privacy of SUBSCRIBERs. Therefore, PositiveActivity, LLC will not disclose to any third party SUBSCRIBER’s name or contact information. PositiveActivity, LLC will also not monitor, edit, or disclose the contents of a SUBSCRIBER’s information unless required to do so by law or in the good faith belief that such action is necessary to: (1) conform to the edicts of the law or comply with legal process served on PositiveActivity, LLC; (2) protect and defend the rights or property of PositiveActivity, LLC; or (3) act under exigent circumstances to protect the personal safety of THTS SUBSCRIBERs or the public; (4) fix or debug problems with the PositiveActivity, LLC software/service.

6a. CONTENT OWNERSHIP:

Unless stated otherwise for specific services, SUBSCRIBER will retain copyright ownership and all related rights for information he or she publishes through PositiveActivity, LLC or otherwise enters into PositiveActivity, LLC-related services.

6b. CONTENT RESPONSIBILITY:

SUBSCRIBER acknowledges and agrees that PositiveActivity, LLC neither endorses the contents of any SUBSCRIBER communications nor assumes responsibility for any threatening, libelous, obscene, harassing or offensive material contained therein, any infringement of third party intellectual property rights arising there from or any crime facilitated thereby.

7. SUBSCRIBER ACCOUNT, PASSWORD, AND SECURITY:

Once you become a SUBSCRIBER of the Service, you shall receive a password, a URL for your network location and seats equal to the purchase program. You are entirely responsible if you do not maintain the confidentiality of your password and account. Furthermore, you are entirely responsible for any and all activities which occur under your account. You may change your password at any time and may also set up a new account and close an old one at your convenience.

SUBSCRIBER agrees to immediately notify PositiveActivity, LLC of any unauthorized use of SUBSCRIBER’s account or any other breach of security known to SUBSCRIBER.

8. DISCLAIMER OF WARRANTIES:

SUBSCRIBER EXPRESSLY AGREES THAT USE OF THE SERVICE IS AT SUBSCRIBER’S SOLE RISK. THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS.

PositiveActivity, LLC EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

PositiveActivity, LLC MAKES NO WARRANTY THAT THE SERVICE WILL MEET YOUR REQUIREMENTS, OR THAT THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE; NOR DOES MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE OR AS TO THE ACCURACY OR RELIABILITY OF ANY INFORMATION OBTAINED THROUGH THE SERVICE OR THAT DEFECTS IN THE SOFTWARE WILL BE CORRECTED.

SUBSCRIBER UNDERSTANDS AND AGREES THAT ANY MATERIAL AND/OR DATA DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE IS DONE AT SUBSCRIBER’S OWN DISCRETION AND RISK AND THAT SUBSCRIBER WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO SUBSCRIBER’S COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF SUCH MATERIAL AND/OR DATA.

PositiveActivity, LLC MAKES NO WARRANTY REGARDING ANY GOODS OR SERVICES PURCHASED OR OBTAINED THROUGH THE SERVICE OR ANY TRANSACTIONS ENTERED INTO THROUGH THE SERVICE.

NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY SUBSCRIBER FROM OR THROUGH THE SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, SO SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.

9. LIMITATION OF LIABILITY:

PositiveActivity, LLC SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, RESULTING FROM THE USE OR THE INABILITY TO USE THE SERVICE OR FOR COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES OR RESULTING FROM ANY GOODS OR SERVICES PURCHASE OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH THE SERVICE OR RESULTING FROM UNAUTHORIZED ACCESS TO OR ALTERATION OF SUBSCRIBER’S TRANSMISSIONS OR DATA, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, USE, DATA OR OTHER INTANGIBLE, EVEN IF HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

10. NO RESALE OF THE SERVICE:

SUBSCRIBER agrees not to resell the Service, without the express consent of PositiveActivity, LLC.

11. STORAGE AND OTHER LIMITATIONS:

PositiveActivity, LLC assumes no responsibility for the deletion or failure to store information entered into PositiveActivity, LLC.

PositiveActivity, LLC retains the right, at PositiveActivity, LLC’s sole discretion, to determine whether or not SUBSCRIBER’s conduct is consistent with the letter and spirit of the THTS and may terminate Service if a SUBSCRIBER’s conduct is found to be inconsistent with the THTS.

12. SUBSCRIBER CONDUCT:

SUBSCRIBER is solely responsible for the contents of his or her transmissions through the Service. SUBSCRIBER’s use of the Service is subject to all applicable local, state, national and international laws and regulations.

SUBSCRIBER agrees: (1) to comply with US law regarding the transmission of technical data exported from the United States through the Service; (2) not to use the Service for illegal purposes; (3) not to interfere or disrupt networks connected to the Service; and (4) to comply with all regulations, policies and procedures of networks connected to the Service.

The Service makes use of the Internet to send and receive certain messages; therefore, SUBSCRIBER’s conduct is subject to Internet regulations, policies and procedures. SUBSCRIBER will not use the Service for chain letters, junk mail, spamming or any use of distribution lists to any person who has not given specific permission to be included in such a process.

SUBSCRIBER agrees not to transmit through the Service any unlawful, harassing, libelous, abusive, threatening, or harmful material of any kind or nature. SUBSCRIBER further agrees not to transmit any material that encourages conduct that could constitute a criminal offense, give rise to civil liability or otherwise violate any applicable local, state, national or international law or regulation. Attempts to gain unauthorized access to other computer systems are prohibited.

PositiveActivity, LLC may, at its sole discretion, immediately terminate Service should SUBSCRIBER’s conduct fail to conform with these terms and conditions of the THTS. PositiveActivity, LLC’s total liability is restricted to the amount paid on the balance of the annual service agreement less 30 days of the existing customer rate at the time service is discontinued. For example: If SUBSCRIBER’s service agreement is terminated due to a violation of the license agreement in the seventh month of the annual service agreement, PositiveActivity, LLC’s total liability is equal to the balance of five months of the annual fee less one month termination penalty; or a refund of four months service. 13. INDEMNIFICATION: SUBSCRIBER agrees to indemnify and hold PositiveActivity, LLC, parents, subsidiaries, affiliates, officers and employees, harmless from any claim or demand, including reasonable attorneys’ fees, made by any third party due to or arising out of SUBSCRIBER’s use of the Service, the violation of this THTS by SUBSCRIBER, or the infringement by SUBSCRIBER, or other user of the Service using SUBSCRIBER’s computer, of any intellectual property or other right of any person or entity.

14. TERMINATION:

Either SUBSCRIBER or PositiveActivity, LLC may terminate the Service with or without cause at any time and effective immediately. PositiveActivity, LLC shall not be liable to SUBSCRIBER or any third party for fees based on SUBSCRIBER’s termination of the Annual Service Agreement.

Should SUBSCRIBER object to any terms and conditions of the THTS or any subsequent modifications thereto or become dissatisfied with the Service in any way, SUBSCRIBER’s only recourse is to immediately discontinue use of the Service.

Upon termination of the Service, SUBSCRIBER’s right to use the Service and Software immediately ceases. SUBSCRIBER shall have no right and PositiveActivity, LLC will have no obligation thereafter to forward any unread or unsent messages to SUBSCRIBER or any third party.

15. NOTICE:

All notices to a party shall be in writing and shall be made either via email or conventional mail. PositiveActivity, LLC may broadcast notices or messages through the Service to inform SUBSCRIBER of changes to the THTS, the Service, or other matters of importance; such broadcasts shall constitute notice to SUBSCRIBER.

16. PARTICIPATION IN PROMOTIONS OF ADVERTISERS:

SUBSCRIBER may enter into correspondence with or participate in promotions of the Advertisers showing their products on the Service. Any such correspondence or promotions, including the delivery of and the payment for goods and services, and any other terms, conditions, warranties or PositiveActivity,resentations associated with such correspondence or promotions, are solely between the corresponding SUBSCRIBER and the Advertiser. PositiveActivity, LLC assumes no liability, obligation or responsibility for any part of any such correspondence or promotion.

17. PROPRIETARY RIGHTS TO CONTENT:

SUBSCRIBER acknowledges that content, including but not limited to text, software, music, sound, photographs, video, graphics or other material contained in either sponsor advertisements or email-distributed, commercially produced information presented to SUBSCRIBER by the Service ("Content") by PositiveActivity, LLC or PositiveActivity, LLC’s Advertisers, is protected by copyrights, trademarks, service marks, patents or other proprietary rights and laws; therefore, SUBSCRIBER is only permitted to use this Content as expressly authorized by the Service or the Advertiser. SUBSCRIBER may not copy, PositiveActivity,roduce, distribute, or create derivative works from this Content without expressly being authorized to do so by the Service or the Advertiser.

18. LAWS The THTS shall be governed by and construed in accordance with the laws of the state of New Hampshire, excluding THTS conflict of law provisions.

SUBSCRIBER and PositiveActivity, LLC agree to submit to the exclusive jurisdiction of the courts of the state of New Hampshire. If any provision(s) of the THTS is held by a court of competent jurisdiction to be contrary to law, then such provision(s) shall be construed, as nearly as possible, to reflect the intentions of the parties with the other provisions remaining in full force and effect.

PositiveActivity, LLC’s failure to exercise or enforce any right or provision of the THTS shall not constitute a waiver of such right or provision unless acknowledged and agreed to by PositiveActivity, LLC in writing.

SUBSCRIBER and PositiveActivity, LLC agree that any cause of action arising out of or related to this Service must commence within one (1) year after the cause of action arose; otherwise, such cause of action is permanently barred. The section titles in the THTS are solely used for the convenience of the parties and have no legal or contractual significance.

19. VIOLATIONS:

Please PositiveActivity,ort any violations of the THTS via the PositiveActivity, LLC Support site to editor@positiveactivity.com.