Website Terms of Use Agreement

Effective January 14, 2003

1.   Assent to Agreement.   This Website Terms of Use Agreement ("Agreement") governs your access to and use of the Website accessible at the domain name www.visi.com, along with all of its corresponding pages (collectively, the "Site") and the content of the Site (the "Content"). The Site is owned and operated by Vector Internet Services, Inc. ("VISI") and this Agreement is between VISI and any party accessing or otherwise using the Site or the Content (the "User," also referred to herein as "you," "your," etc., and if the User is accessing or using the Site or the Content for any reason other than personal, individual use, then "you," "your," etc., also means the company, or other entity, that such party is accessing or using the Site and/or Content on behalf of, and its officers, directors, members, employees, agents, contractors, successors and assigns). By accessing and/or using the Site, you acknowledge, and assent to be bound by the policies, terms and conditions set forth herein in their entirety without limitation or qualification, as well as all applicable laws and regulations, as if you had handwritten your name on a contract.

2.   License and Restrictions on Use.

a.   Intellectual Property.   All Content, including but not limited to all text, graphics, logos, icons, images, data, graphs, audio, videos, computer programs and other material and information contained on, or utilized in the provision of, the Site is the property of VISI or its content suppliers and is protected by copyrights, trademarks, trade secrets, or other proprietary rights, and such rights are valid and protected in all forms, media, and technologies existing now or hereinafter developed. The Content is protected as a collective work under the U.S. Copyright Act (17 U.S.C. § 101, et. seq.) and international treaty provisions, and VISI owns a copyright in the selection, coordination, arrangement and enhancement of such Content as well as the copyright and other protection available to individual aspects of the Content.

b.   License.   VISI hereby grants you a limited, nonexclusive, non-transferable personal license to use the Site and the Content for personal (if the User is an individual) or internal business (if the User is other than an individual), informational purposes only. You may print and/or download and store the Content for non-commercial, personal or internal business use (as applicable) only, provided that you retain all copyright and other proprietary notices contained on the Content. This license is conditioned on your continued compliance with the terms and conditions in this Agreement.

c.   Restrictions.   Except as expressly authorized herein or otherwise authorized by VISI in writing, you may not use, copy, distribute, modify or create derivative works from, disclose, display, transmit, or post the Content for any purpose, or in any way exploit any of the Content, in whole or in part. You may not use any metatags or any other "hidden text" using VISI's name or trademarks on your website or otherwise, without the express written consent of VISI. All rights not expressly granted herein are reserved to VISI and/or its licensors. You acknowledge and agree that if you exploit or use the Site or the Content in any unauthorized manner, VISI will be damaged in an amount that is difficult or impossible to measure and that VISI is entitled, as its non-exclusive remedy, to an injunction prohibiting such continued unauthorized use, an accounting and disgorgement of any profits you receive from such use, and other equitable relief.

3.   Trademarks.   "VISI" and "VISI.COM" are trademarks of VISI. All other marks, names, and logos mentioned on the VISI site are the property of their respective owners. Your use of the VISI trademarks and other marks, names and logos set forth on the Site without prior written consent is strictly prohibited.

4.   Your Representations and Warranties.   You represent, warrant and covenant that: (a) you understand and agree that this Agreement is a legally binding agreement and the equivalent of a signed, written contract; (b) you will use this Site and the Content only in a manner consistent with all laws and regulations and in accordance with the terms and conditions of this Agreement; (c) you will not impersonate any person or entity, misrepresent any affiliation with another person, entity, or association, use false IP addresses or headers, or otherwise conceal your identity from VISI for any purpose; (d) you will not use the Services for any purpose other than their intended purpose and for your personal or internal business needs (as applicable) (e) you will not disseminate or transmit any unsolicited commercial e-mail messages (SPAM), chain letters, bots, spiders, crawlers, or other repetitive information collection or distribution devices (and you will use reasonable efforts to prevent others from doing the same); (f) you will not export, re-export, download or transmit any message or content in violation of any export law, regulation or restriction of the United States and its agencies or authorities; (g) you will not take any action which may significantly diminish the Site or VISI's ability to provide the same; (h) you will not attempt to discover, use, copy or modify the information or materials of others or in any way violate their privacy or security; (i) any materials and information you post to the Site does not and will not contain any illegal or otherwise inappropriate material, including but not limited to, pornographic, obscene or offensive text, graphics or images or any virus, time bomb, Trojan horse, or other like material; and (j) you shall not use the Site or the Content in any manner that is patently offensive to the online community, including but not limited to posting information or material that includes pornography, or that promotes racism, bigotry, hatred or physical harm of any kind against any group or individual;, or that could be harmful to minors or that harasses or advocates harassment of another person.

5.   Disclaimer of Warranties.   You expressly agree that use of the VISI site is at your sole risk. Neither VISI, nor its affiliates, nor any of their officers, directors or employees, agents, third-party content providers, or 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 the Site, or as to the accuracy, completeness, reliability, security or currency of the Content. The Content may contain errors, omissions, inaccuracies, or outdated information. Further, VISI does not warrant reliability of any advice, opinion, statement or other information displayed or distributed through the Site. VISI reserves the right, in its sole discretion, to correct any errors or omissions in any portion of the Site and to make any other changes to the Site, the Content and the products, programs, services or prices (if any) described in the Site at any time without notice.

THIS SITE AND THE CONTENT ARE PROVIDED BY VISI ON AN "AS IS," AND "AS AVAILABLE" BASIS. VISI MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, REGARDING THE SITE, THE CONTENT, OR THE USE, OPERATION, ACCURACY, OR AVAILABILITY, OF THE SAME. VISI EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, OF ANY KIND, REGARDING THE SITE; THE CONTENT; AND ANY OTHER INFORMATION, MATERIAL, GOODS, PRODUCTS OR SERVICES OFFERED, SOLD, OR DISPLAYED ON THE SITE; OR YOUR USE OF THE SAME, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF OR AGAINST INTERFERENCE WITH THE ENJOYMENT OF THE INFORMATION, ACCURACY, COMPATIBILITY, INTEGRATION, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. SOME JURISDICTIONS LIMIT OR DO NOT ALLOW THE DISCLAIMER OF IMPLIED OR OTHER WARRANTIES SO THE ABOVE DISCLAIMER MAY NOT APPLY TO THE EXTENT SUCH JURISDICTION'S LAW APPLIES TO THIS AGREEMENT.

6.   Limitation of Liabilities.   YOU AGREE THAT VISI AND ITS PROVIDERS SHALL NOT BE LIABLE FOR ANY DAMAGE, LOSS, OR EXPENSE OF ANY KIND, INCLUDING, DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES (INCLUDING WITHOUT LIMITATION, LOSS OF PROFITS, LOSS OR CORRUPTION OF DATA, LOSS OF GOODWILL, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, OR INTERRUPTION OF BUSINESS), ARISING OUT OF OR IN ANY WAY RELATED TO THE SITE, THE CONTENT, ANY OTHER INFORMATION, MATERIALS, PRODUCTS, OR SERVICES OFFERED, SOLD, OR DISPLAYED ON THE SITE, YOUR USE OF OR INABILITY TO USE THE SAME, OR OTHERWISE IN CONNECTION WITH THIS AGREEMENT, WHETHER ARISING FROM CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, AND WHETHER VISI OR ANY OF ITS PROVIDERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. BECAUSE SOME STATES DO NOT ALLOW THE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU. NOTHING IN THIS AGREEMENT WILL RELIEVE VISI OF ANY LIABILITY FOR ANY WILLFUL OR INTENTIONAL MISCONDUCT.

7.   Indemnifications.   You agree to indemnify, defend, and hold harmless VISI, its affiliates, and their officers, directors, agents, employees and third party content providers or licensors from and against any and all claims and expenses, including reasonable attorneys' fees, arising out of or related in any way to your use of the Site or the Content, violation of this Agreement, violation of any law or regulation, or violation of any proprietary or privacy right.

8.   Privacy.   VISI agrees to treat your private information in accordance with the terms of our then current privacy policy, which is incorporated herein for all purposes, and which is available for review at http://home.visi.com/about/privacy.html or by sending an e-mail request to: customercare@visi.com.

9.   Choice of Law.   This Agreement will in all respects be governed by, interpreted, and enforced in accordance with the laws of the United States of America and the State of Minnesota. Any dispute between VISI and you relating in any way to the Site, the Content, your use of the same, or otherwise regarding this Agreement will be venued in a state or federal court situated within the State of Minnesota, and you irrevocably submit yourself to the personal jurisdiction of such courts for such purpose. VISI makes no representation that the Site or the Content are appropriate or available for use by Users located outside of the United States and access to the Site and the Content from territories where the Content is illegal is prohibited.

10.   Term and Termination.   The license granted herein shall begin on the date you first access the Site and continue perpetually unless VISI terminates such license. Without limiting any other remedies VISI may have at law or in equity, VISI may immediately issue a warning, temporarily suspend, indefinitely suspend or terminate the license granted under this Agreement if you fail to comply with any term or condition of this Agreement or otherwise in VISI's discretion, for any or no reason. Upon termination of this Agreement, you agree to immediately cease access to and use of the Site and the Content and to promptly destroy all copies of the same that you may have downloaded, printed, stored or otherwise retained.

11.   Hyperlink Disclaimers.   As a convenience to you, VISI may provide, on the Site, links to Web sites operated by other entities (collectively the "Linked Sites"). If you use any Linked Sites, you will leave the Site. If you decide to visit any Linked Site, you do so at your own risk and it is your responsibility to take all protective measures to protect your personal information, guard against viruses or other destructive elements, and otherwise protect your rights. Linked Sites, regardless of the linking form, are not maintained, controlled or otherwise governed by VISI. The content, accuracy, opinions expressed, and other links provided by Linked Sites are not investigated, verified, monitored, or endorsed by VISI. VISI does not endorse, make any representations regarding or warrant any information, goods and/or services appearing and/or offered on any Linked Site. Links do not imply that VISI sponsors, endorses is affiliated or associated with, or is legally authorized to use any trademark, trade name, logo or copyright symbol displayed in or accessible through the links, or that any Linked Site is authorized to use any trademark, trade name, logo or copyright symbol of VISI or any of its affiliates or subsidiaries. Except for links to information authored by VISI, VISI is neither responsible for nor will it be liable under any theory based upon (a) any Linked Site; (b) any information and/or content found on any Linked Site; or (c) any site(s) linked to or from any Linked Site. If you decide to visit any Linked Sites and/or transact any business thereon, you do so at your own risk. VISI reserves the right to discontinue any link to the Linked Site at any time without prior notice. Please contact the web masters of any Linked Sites concerning any information, goods and/or services appearing thereon.

12.   Entire Agreement.   This Agreement constitutes the entire agreement between VISI and you with respect to the Site and the Content and it supersedes all prior or contemporaneous communications and proposals, whether electronic, oral, or written, between you and VISI with respect to the same. A printed version of this Agreement and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this Agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. If for any reason a court of competent jurisdiction finds any provision of the Agreement or portion thereof, to be unenforceable, that provision shall be enforced to the maximum extent permissible so as to affect the intent of the Agreement, and the remainder of this Agreement shall continue 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.

13.   Modifications to Agreement.   VISI reserves the right to modify any of the terms of this Agreement at any time by posting such modification on the Site. The version of this Agreement available on the Site at the time you visit the Site or download, print or otherwise use the Content shall apply to such visit or use, whether or not you have actually returned to this Agreement to review any modifications.

14.   Our Policy Concerning Children.   VISI's services are not intended for use by children. If you are under 13, you may not submit or post any information or material on the Site or otherwise provide such information to VISI, including but not limited to personally identifiable information.

15.   Designated Agent.   Pursuant to Section 512(c)(2) of the Copyright Revision Act, as enacted through the Digital Millennium Copyright Act, VISI designates an agent as described below, to receive notifications of claimed infringement:

Legal Name:
Vector Internet Services, Inc.
12 South Sixth Street
Suite 630
Minneapolis, MN 55402

Doing Business As:
VISI
Visi
Wavefront Communications

Designated Agent:
Steve Rose
12 S. 6th St., Suite 630
Minneapolis, MN 55402

Voice: 612-395-9000
Fax: 612-288-0889
Email: srose@visi.com

16.   Electronic Communications and Electronic Signatures.   You agree to be bound by any affirmation, assent or agreement you transmit through the Site, including but not limited to any consent you give to receive communications from VISI solely through electronic transmission. You agree that, when in the future you click on an "I agree", "I consent" or other similarly worded "button" or entry field with your mouse, keystroke or other computer device, your agreement or consent will be legally binding and enforceable and the legal equivalent of your handwritten signature.