TERMS AND CONDITIONS OF USE - PAGEPOW, INC.

Last Revised: June 20th, 2007

PLEASE READ THESE TERMS AND CONDITIONS OF USE CAREFULLY. BY ACCESSING OR USING THIS WEB SITE OR THE SERVICES, YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS DESCRIBED HEREIN AND ALL TERMS, POLICIES AND GUIDELINES INCORPORATED BY REFERENCE. IF YOU DO NOT AGREE TO ALL OF THESE TERMS, DO NOT USE THIS WEB SITE OR THE SERVICES.

These terms and conditions of use (“Terms of Use”) apply to your access to, and use of, the Web site of PagePow, Inc. ("PagePow”), located at www.pagepow.com (the "Site") and to your use of the Services as defined below. These Terms of Use do not alter in any way the terms or conditions of any other agreement you may have with PagePow, or its subsidiaries or affiliates, for products, services or otherwise. If you are using the Site or the Services on behalf of any entity, you represent and warrant that you are authorized to accept these Terms of Use on such entity's behalf, and that such entity agrees to accept responsibility and indemnify PagePow for your use of the Site and the Services and any violations of these Terms of Use. If you are registering on behalf of your minor child, you agree to accept responsibility for your child’s use of the Site and the Services and his or her use of the Site.

PagePow reserves the right to change or modify any of the terms and conditions contained in the Terms of Use or any policy or guideline of the Site or the Services, at any time and in its sole discretion. Any changes or modification will be effective immediately upon posting of the revisions on the Site. Your continued use of this Site or the Services following the posting of its changes or modifications will constitute your acceptance of such changes or modifications. Therefore, you should frequently review the Terms of Use and applicable policies from time-to-time to understand the terms and conditions that apply to your use of the Site or the Services. If you do not agree to the amended terms, you must stop using the Site and the Services.

If you have any question regarding the use of the Site or the Services; all other questions or comments about the Site or its contents should be directed to admin@pagepow.com.

1. Privacy Policy

PagePow believes strongly in protecting user privacy. Please refer to our Privacy Policy for information on how PagePow collects, uses and discloses personally identifiable information from its users.

2. Description of Services

PagePow makes available, provides and/or hosts for its end users (“End Users”) certain codes, scripts, gadgets and other coding tools (the “Tools”) to facilitate web development. PagePow may make certain Tools available to you directly from the Site. If you download or copy Tools from the Site, then the Tools, including all files and images contained in or generated by the Software, and accompanying data (collectively, the “Software”), then the Software is licensed to you under an applicable end-user license agreement (“EULA”); or, alternatively, if any Software is not accompanied by a EULA, then PagePow grants to you a non-exclusive, revocable, personal, non-transferable license to use such Software solely in connection with the PagePow Services and in accordance with this Agreement. PagePow reserves all rights to such Software not expressly granted to you in any EULA or in this Agreement. Such Software is protected by copyright and other intellectual property laws and treaties. PagePow or its suppliers own all right, title and interest in and to such Software (including all intellectual property rights), and such Software is licensed, not sold to you.

3. Registration and Subscriptions

The Software shall only be made available to End Users who register via the Site. Registration shall consist of submitting a valid email address, a password and a screen name. PagePow reserves the right to require different or additional information for initial or continuation of registration, and any such additional request for information shall be published in these Terms of Use.

4. Changes to Services; Termination

PagePow reserves the right at any time, without notice and in its sole discretion, to modify or discontinue the Services or to terminate or suspend your account and your license to use this Site, without any liability to you or any other person. You must agree to be bound by any modifications in order to continue using the Services. If you do not agree to the modifications, you must discontinue your use of the Services.

Upon termination of your account for any reason, any information you have stored on the Site may no longer be retrieved, so you should make a backup copy of any such information on a regular basis and before terminating your account. PagePow will not be responsible or liable for any loss of such information for any reason.

5. Copyright and Limited License to Site

Unless otherwise indicated, the Site, the Software and all content and other materials on the Site, including, without limitation, the PagePow logo, and all designs, text, graphics, pictures, images, information, data, software, messages and other files and the selection and arrangement thereof (collectively, the "Materials") are the proprietary property of PagePow or its licensors or users and are protected by U.S. and international copyright laws.

You are granted a limited, non-sublicensable license to access and use the Site and the Services and to print to hard copy portions of the Materials for your informational, personal or internal business use only. Such license is subject to these Terms of Use and does not include: (a) any resale, commercial use, commercial exploitation, distribution, public performance or public display of the Site or any of the Materials, except as may be expressly permitted under these Terms of Use; (b) modifying or otherwise making any derivative uses of the Site and the Materials, or any portion thereof, except with the express permission of the owner thereof; (c) use of any data mining, robots or similar data gathering or extraction methods; (f) downloading (other than the page caching) of any portion of the Site, the Materials or any information contained therein, except as expressly permitted on the Site; or (g) any use of the Site or the Materials other than for its intended purpose. Any use of the Site or the Materials other than as specifically authorized herein, without the prior written permission of PagePow, is strictly prohibited and will terminate the license granted herein. Such unauthorized use may also violate applicable laws including without limitation copyright and trademark laws and applicable communications regulations and statutes. Unless explicitly stated herein, nothing in these Terms of Use shall be construed as conferring any license to intellectual property rights, whether by estoppel, implication or otherwise. This license is revocable at any time.

6. Trademarks

“PAGEPOW,” the PagePow logos and any other product or service name or slogan of PagePow contained in the Site or used in connection with the Services are trademarks of PagePow, and may not be copied, imitated or used, in whole or in part, without the prior written permission of PagePow, except for use of the PagePow name to accurately refer to PagePow. You may not use any metatags or any other "hidden text" utilizing "PagePow" or any other name, trademark or product or service name of PagePow without our prior written permission. In addition, the look and feel of the Site, including all page headers, custom graphics, button icons and scripts, is the service mark, trademark and/or trade dress of PagePow and may not be copied, imitated or used, in whole or in part, without our prior written permission. All other trademarks, registered trademarks, product names and company names or logos mentioned in the Site are the property of their respective owners. Reference to any products, services, processes or other information, by trade name, trademark, manufacturer, supplier or otherwise does not constitute or imply endorsement, sponsorship or recommendation thereof by us.

7. Hyperlinks

You are granted a limited, non-exclusive right to create a text hyperlink to the Site, provided such link does not portray PagePow or any of its products and services in a false, misleading, derogatory or otherwise defamatory manner and provided further that the linking site does not contain any adult or illegal material or any material that is offensive, harassing or otherwise objectionable. This limited right may be revoked at any time. You may not use a PagePow logo or other proprietary graphic of PagePow to link to this Site without the express written permission of PagePow. Further, you may not use, frame or utilize framing techniques to enclose any PagePow trademark, logo or other proprietary information, including the images found at the Site, the content of any text or the layout/design of any page or form contained on a page on the Site without PagePow's express written consent. Except as noted above, you are not conveyed any right or license by implication, estoppel or otherwise in or under any patent, trademark, copyright or proprietary right of PagePow or any third party.

PagePow makes no claim or representation regarding, and accepts no responsibility for, the quality, content, nature or reliability of third-party Web sites accessible by hyperlink from the Site, or Web sites linking to the Site. Such sites are not under the control of PagePow, and PagePow is not responsible for the contents of any linked site or any link contained in a linked site, or any review, changes or updates to such sites. PagePow provides these links to you only as a convenience, and the inclusion of any link does not imply affiliation, endorsement or adoption by PagePow of any site or any information contained therein. When you leave the Site, you should be aware that our terms and policies no longer govern. You should review the applicable terms and policies, including privacy and data gathering practices, of any site to which you navigate from the Site. 

8. Third Party Content

Tools hosted by PagePow contain, and PagePow may provide links to Web pages containing, content of third parties ("Third Party Content"). PagePow does not monitor or have any control over any Third Party Content or third party Web sites. PagePow does not endorse or adopt any Third Party Content and can make no guarantee as to its integrity. PagePow does not represent or warrant the accuracy of any information contained therein and undertakes no responsibility to update or review any Third Party Content. End Users use these links and Third Party Content contained therein at their own risk.

9. Rules of Conduct for Services and Interactive Areas

The Site and the Services may contain interactive areas, such as blogs, forums, message boards, message services and chat rooms (the “Interactive Areas”), that enable you or third parties to create, post, transmit or store messages, text, images, photos, graphics, music, sound, data, information, or other materials, items or content on the Site (the “User Content”). You are solely responsible for your use of such services and Interactive Areas and the User Content and use them at your own risk. By using any Services and Interactive Areas, you agree not to post, upload to, transmit, distribute, store, create or otherwise publish through the Site or the Services any of the following:

User Content that is unlawful, libelous, defamatory, obscene, pornographic, indecent, lewd, suggestive, harassing, threatening, invasive of privacy or publicity rights, abusive, inflammatory, fraudulent or otherwise objectionable;
User Content that would constitute, encourage or provide instructions for a criminal offense, violate the rights of any party, or that would otherwise create liability or violate any local, state, national or international law, including, without limitation, the regulations of the U.S. Securities and Exchange Commission or any rules of a securities exchange such as the New York Stock Exchange, the American Stock Exchange or the NASDAQ;
User Content that may infringe any patent, trademark, trade secret, copyright or other intellectual or proprietary right of any party. By posting any User Content, you represent and warrant that you have the lawful right to distribute and reproduce such User Content;
User Content or activities that impersonates any person or entity (whether via the use of an email address or otherwise) or that otherwise misrepresents your affiliation with a person or entity or the source of any email;
Transmission of any email in violation of the CAN-SPAM Act or any other applicable anti-spam law, the transmission of unsolicited emails to significant numbers of email addresses belonging to individuals and/or entities with whom you have no preexisting relationship;
Private information of any third party, including, without limitation, addresses, phone numbers, email addresses, without their express permission, and any third party private financial information such as Social Security numbers and credit card numbers;
Viruses, worms, defects, hoaxes, Trojan horses, corrupted data or other harmful, disruptive, deceptive or destructive files; and
User Content that, in the sole judgment of PagePow, is objectionable or which restricts or inhibits any other person from using or enjoying the Interactive Areas or the Site, or which may expose PagePow or its users to any harm or liability of any type.

Any use of the Service or Interactive Areas or other portions of the Site in violation of the foregoing violates these Terms of Use and may result in, among other things, termination or suspension of your rights to use the Services, the Interactive Areas and/or the Site.

10. Liability for User Content; Right to Remove User Content

PagePow takes no responsibility and assumes no liability for any User Content posted, stored or uploaded by you or any third party, or for any loss or damage thereto, nor is PagePow liable for any mistakes, defamation, slander, libel, omissions, falsehoods, obscenity, pornography or profanity you may encounter. Your use of Interactive Services and Areas is at your own risk. As a provider of Interactive Services and Areas, PagePow is not liable for any statements, representations or User Content provided by its users in any public or private forum or other Interactive Services or Area. Although PagePow has no obligation to screen, edit or monitor any of the User Content posted in any Interactive Services or Area, PagePow reserves the right, and has absolute discretion, to screen and remove any message, entry, post or other User Content posted or stored on the Site at any time and for any reason without notice, and you are solely responsible for creating backup copies of and replacing any such User Content you post or store on the Site at your sole cost and expense.

11. License to User Content.

You retain all copyright in any User Content you post in connection with any Services or Interactive Areas. However, by posting such User Content, you grant PagePow and its affiliates a nonexclusive, royalty-free, perpetual, irrevocable and fully sublicensable right to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform and display such User Content throughout the world in any media as necessary to provide the Services. You also grant PagePow and its affiliates and sublicensees the right to use any name that you submit in connection with such User Content on the services. You represent and warrant that (a) you own and control all of the rights to the User Content that you post or you otherwise have the right to post such User Content to the Site; (b) the User Content is accurate and not misleading; and (c) use and posting of the User Content you supply does not violate these Terms of Use and will not violate any rights of or cause injury to any person or entity.

12. Submissions

You acknowledge and agree that any questions, comments, suggestions, ideas, feedback or other information about the Site or the Services, provided by you in the form of email or other submissions to PagePow are nonconfidential and shall become the sole property of PagePow. PagePow shall own exclusive rights, including all intellectual property rights, and shall be entitled to the unrestricted use, publication and dissemination of these materials for any purpose, commercial or otherwise, without acknowledgment or compensation to you.

13. Repeat Infringer Policy

In accordance with the Digital Millennium Copyright Act (DMCA) and other applicable law, PagePow has adopted a policy of terminating, in appropriate circumstances and at PagePow's sole discretion, subscribers or account holders who are deemed to be repeat infringers. PagePow may also at its sole discretion limit access to the Site and/or terminate the accounts of any users who infringe any intellectual property rights of others, whether or not there is any repeat infringement.

14. Copyright Complaints

PagePow respects the intellectual property rights of others. If you believe that any material on the Site infringes upon any copyright that you own or control, you may file a notification of such infringement with our Designated Agent as set forth below.

Name of Agent Designated to Receive Notification of Claimed Infringement: Joseph Sriver

Address of Designated Agent to Which Notification Should be sent: P.O. Box 19652, Minneapolis, Minnesota 55419

We may give notice of a claim of copyright infringement to our users by means of a general notice on the Site, electronic mail to a user's email address in our records, or by written communication sent by first-class mail to a user's address in our records.

15. Indemnification

You agree to defend, indemnify and hold harmless PagePow, its independent contractors, service providers and consultants, and their respective directors, employees and agents, from and against any claims, damages, costs, liabilities and expenses (including, but not limited to, reasonable attorneys' fees) arising out of or related to any User Content you post, store or otherwise transmit on or through the Services or the Site or your use of or inability to use the Services, the Software or the Site, including without limitation any actual or threatened suit, demand or claim made against PagePow and/or its users, independent contractors, service providers, employees, directors or consultants, arising out of or relating to the User Content, your conduct, your violation of these Terms of Use, your use of the Site or your violation of the rights of any third party.

16. Disclaimer

EXCEPT AS EXPRESSLY PROVIDED TO THE CONTRARY IN A WRITING BY PAGEPOW, THE SERVICES, THE SITE, THE SOFTWARE, AND THE MATERIALS AND USER CONTENT CONTAINED THEREIN OR PROVIDED IN CONNECTION THEREWITH ARE PROVIDED ON AN "AS IS" BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. PAGEPOW DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT AS TO THE SITE, THE SERVICES, THE SOFTWARE, THE MATERIALS AND THE USER CONTENT. PAGEPOW DOES NOT REPRESENT OR WARRANT THAT THE SITE, THE SERVICES, THE SOFTWARE, THE USER CONTENT, OR THE MATERIALS ARE ACCURATE, COMPLETE, RELIABLE, CURRENT OR ERROR-FREE. WHILE PAGEPOW ATTEMPTS TO MAKE YOUR ACCESS AND USE OF THE SITE, THE SOFTWARE AND THE SERVICES SAFE, PAGEPOW CANNOT AND DOES NOT REPRESENT OR WARRANT THAT THE SITE, THE SERVICES, THE SOFTWARE OR ITS SERVER(S) ARE SECURE OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

PagePow reserves the right to change any and all PagePow content contained in the Site and any Services offered through the Site at any time without notice. Reference to any products, services, processes or other information, by trade name, trademark, manufacturer, supplier or otherwise does not constitute or imply endorsement, sponsorship or recommendation thereof, or any affiliation therewith, by PagePow.  

17. Limitation of Liability

IN NO EVENT SHALL PAGEPOW, ITS DIRECTORS, MEMBERS, EMPLOYEES OR AGENTS BE LIABLE FOR ANY DIRECT, SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES, OR ANY OTHER DAMAGES OF ANY KIND, INCLUDING BUT NOT LIMITED TO LOSS OF USE, LOSS OF PROFITS OR LOSS OF DATA, WHETHER IN AN ACTION IN CONTRACT, TORT (INCLUDING BUT NOT LIMITED TO NEGLIGENCE) OR OTHERWISE, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OF THE SITE, THE SERVICES, THE USER CONTENT OR THE MATERIALS CONTAINED IN OR ACCESSED THROUGH THE SITE, INCLUDING WITHOUT LIMITATION ANY DAMAGES CAUSED BY OR RESULTING FROM RELIANCE BY USER ON ANY INFORMATION OBTAINED FROM PAGEPOW, OR THAT RESULT FROM MISTAKES, OMISSIONS, INTERRUPTIONS, DELETION OF FILES OR EMAIL, ERRORS, DEFECTS, VIRUSES, DELAYS IN OPERATION OR TRANSMISSION OR ANY FAILURE OF PERFORMANCE, WHETHER OR NOT RESULTING FROM ACTS OF GOD, COMMUNICATIONS FAILURE, THEFT, DESTRUCTION OR UNAUTHORIZED ACCESS TO PAGEPOW'S RECORDS, PROGRAMS OR SERVICES. IN NO EVENT SHALL THE AGGREGATE LIABILITY OF PAGEPOW, WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE, WHETHER ACTIVE, PASSIVE OR IMPUTED), PRODUCT LIABILITY, STRICT LIABILITY OR OTHER THEORY, ARISING OUT OF OR RELATING TO THE USE OF THE SITE EXCEED ANY COMPENSATION YOU PAY, IF ANY, TO PAGEPOW FOR ACCESS TO OR USE OF THE SITE.  

18. Applicable Law and Venue

These Terms of Use and your use of the Site shall be governed by and construed in accordance with the laws of the State of Minnesota, applicable to agreements made and to be entirely performed within the State of Minnesota, without resort to its conflict of law provisions. You agree that any action at law or in equity arising out of or relating to these Terms of Use shall be filed only in the state and federal courts located in Hennepin County, Minnesota, and you hereby irrevocably and unconditionally consent and submit to the exclusive jurisdiction of such courts over any suit, action or proceeding arising out of these Terms of Use.  

19. Severability

If any provision of these Terms of Use shall be deemed unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from these Terms of Use and shall not affect the validity and enforceability of any remaining provisions.

20. Questions & Contact Information

Questions or comments about the Site may be directed to PagePow by email us at admin@pagepow.com or by mailing us at:

PagePow Corporation
Attn: Customer Service  P.O. Box 19652
Minneapolis, Minnesota 55419