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This user agreement ("the AGREEMENT") is a legal agreement between you, the user ("SUBSCRIBER"), and ALK Technologies, Inc., a New Jersey corporation located at 1000 Herrontown Road in Princeton, New Jersey ("ALK") regarding the eMILER.com web service ("the Web Site"). SUBSCRIBER is permitted to use the Web Site as set forth below only upon the condition that SUBSCRIBER accepts all of the terms contained in the AGREEMENT. Please read carefully the following terms and conditions of service concerning use of the Web Site. By registering as an active user of eMILER.com, SUBSCRIBER agrees to follow and be bound by these terms and conditions. PROVISIONS OF USE Subject to the terms and conditions set forth in this AGREEMENT, ALK agrees to provide SUBSCRIBER and their designated users with SERVICES. These SERVICES include, but may not be limited to, the processing and summarization of SUBSCRIBER's multi-stop truck-usable highway routing entries into various tabular and/or graphical summaries and views of these data on a secure Internet-based Web Site. Except where expressly provided otherwise by eMILER.com, nothing on this Web Site shall be construed to confer any license to any of eMILER.com's intellectual property rights, whether by implication or otherwise. TERMS AND CONDITIONS SUBSCRIBER acknowledges and agrees that data displayed at eMILER.com is proprietary and constitutes valuable intellectual property owned by ALK. SUBSCRIBER acknowledges and agrees that as such, SUBSCRIBER and SUBSCRIBER's designated users may access, view, receive and otherwise use the materials available at eMILER.com only as authorized by ALK. SUBSCRIBER agrees that at no time will this access, view, receipt or other use cause or enable others to access, view, receive or otherwise use materials, directly or indirectly, in ways ALK does not authorize. Except for public domain material or material otherwise licensed to ALK for dissemination, all data displayed at or otherwise available through eMILER.com are proprietary, and confidential, and, except for printing of data for reports and informational purposes, may not be copied or redistributed, in whole or in part, without the prior written authorization of ALK. SUBSCRIBER agrees to take reasonable precautions to protect the confidentiality of eMILER.com SERVICES and the data derived therefrom. SUBSCRIBER will not reproduce, distribute, transmit or otherwise provide the data derived therefrom to any other party. SUBSCRIBER agrees to the following: 1) Access to and use of eMILER.com is through the use of a username and password. SUBSCRIBER shall keep their username(s) and password(s) strictly confidential and provide them only to designated users; 2) SUBCRIBER will use the Web Site only in and for internal purposes and business operations; 3) SUBSCRIBER will not permit any other unregistered person to use the web site directly or indirectly; 4) SUBSCRIBER will not use the Web Site to process data for third parties; 5) SUBSCRIBER will not use the Web Site to produce any mileage or route table, or other compendium containing mileages or routes from the Web Site; 6) SUBSCRIBER will not download any portion of the Web Site or any output generated by the Web Site; 7) SUBSCRIBER will not alter, remove, or obscure any copyright or other proprietary notice appearing on the Web Site; and 8) SUBSCRIBER will not deliberately attempt to disable the Web Site SUBSCRIPTION FEES SUBSCRIBER will pay fees based on the package of Routes summarized by the following table:
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| Route Package | Price |
| 200 Routes | $100 |
| 400 Routes | $200 |
| 600 Routes | $300 |
| 1000 Routes | $400 |
| 1500 Routes | $600 |
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DISCLAIMER
SUBSCRIBER agrees that Materials and all other services provided by ALK are provided on an "AS IS" basis, without warranties of any kind. Except for right title and interest, ALK hereby expressly disclaims any and all warranties, including without limitation: 1) any warranties as to the availability, accuracy, or content of data, materials, information, products, or services; 2) any warranties of merchantability or fitness for a particular purpose. Some states do not allow the exclusion of implied warranties, so the above exclusion may not apply. This disclaimer of warranty constitutes an essential part of the Agreement.
GENERAL Any liability of ALK shall be strictly limited to the fees paid by or on behalf of the SUBSCRIBER to ALK for the duration of time required to expend a package of routes. Some states do not allow the limitation or exclusion of liability for incidental or consequential damages, so the above limitation or exclusion may not apply. SUBSCRIBER hereby expressly agrees to indemnify, defend and hold ALK harmless against any and all liability, loss, damage, cost and expense, including reasonable attorneys' fees, in connection with all claims in contract or in tort, including negligence arising as a result of the use of the SERVICES and documentation in a manner not authorized by the terms of this Agreement. This Agreement shall be construed and applied in accordance with the laws of the State of New Jersey. The Courts of the State of New Jersey shall be the exclusive forum for all actions or interpretations pertaining to this Agreement. Any amendments or addendums to this Agreement shall be in writing and executed by all parties hereto. This is the entire Agreement between the parties and supercedes any prior or contemporaneous agreements or understandings. Should any provision of this Agreement be found to be illegal or unenforceable, then only so much of this Agreement as shall be illegal or unenforceable shall be stricken and the balance of this Agreement shall remain in full force and effect. ALK warrants that it has sufficient right, title, and interest in the SERVICES and documentation to grant the rights for use of the described SERVICES. ALK further represents that, as of the date of this Agreement, no suits, claims or proceedings have been made or instituted against ALK alleging that ALK has violated any patent, trademark, copyright, registered design, trade secret or other proprietary right of any third party. SUBSCRIBER shall give ALK prompt written notice of any such claim or action upon SUBSCRIBER becoming aware of same. In addition, SUBSCRIBER shall, at ALK's cost, provide all reasonable assistance in ALK's defense or settlement efforts and ALK shall have sole authority to defend or settle such claim. ALK shall not be liable for any alleged infringement of patent or copyright if such infringement is based upon modification of the SERVICE by any party other than ALK.
INTELLECTUAL PROPERTY Elements of the Web Site are protected by trade dress and other laws and may not be copied or imitated in whole or in part. No logo, graphic, sound or image from the Web Site may be copied or retransmitted unless expressly permitted by ALK. ALK, PC*MILER, eMILER.com, and/or other eMILER.com logos and brand names for products or services referenced herein are trademarks of ALK Technologies, Inc., and may be registered in certain jurisdictions.
CONTACT INFORMATION Notices from ALK to SUBSCRIBERs may be given by means of e-mail, or by conventional mail. Communications from SUBSCRIBERs to ALK may be made by e-mail or by telephone. All questions, complaints, or notices regarding SERVICES or billing should be made by means of electronic mail to esales@emiler.com Copyright 2006 ALK Technologies, Inc. 1000 Herrontown Road, Princeton, NJ 08540. All rights reserved. |