Earthlink - Biz Center - Small Business Services

Scope and Definitions

This Agreement establishes the terms by which DigitalWork.com, Inc., a Delaware corporation will provide User with access to the DigitalWork Internet service. If User accepts the terms of this Agreement User will be entering into a contractual relationship solely with DigitalWork.com, Inc. and not with any other organization.

DigitalWork was developed by DigitalWork.com, Inc., to facilitate digital e-service among and between small businesses and third party service providers.

As used herein the following terms shall have the following meanings:

"Content" means information, communications, software, photos, video, graphics, music, sounds and other material and services, collectively;

"DigitalWork" means DigitalWork.com Inc., its assignees, licensees, successors and/or the DigitalWork service operated by DigitalWork or its affiliates;

"Notice" shall mean written notice provided by e-mail or as a notice on the DigitalWork home page;

"Terms of Service" means all of the terms and conditions set out in this Agreement and the Online Conduct Policy, which may be changed at the sole discretion of DigitalWork from time to time;

"User" means the individual or other person who is registering for access to DigitalWork under the terms of this Agreement.

Registration

A. By registering for DigitalWork, the User accepts all of the terms of these Terms of Service. The User's use of DigitalWork will constitute the User's acceptance of all of such Terms of Service. If User does not agree to these Terms of Service, User should not register for DigitalWork. The Terms of Service for User's continued use of DigitalWork will be available through a link at the bottom of each page. Please check this area before using DigitalWork whenever a change has been indicated. DigitalWork will provide Users notice of any change(s) to the Terms of Sevice by posting a notice of the change(s) on its home page. If User does not agree to these changes in the Terms of Service as they may occur, User should arrange to terminate User's registration with DigitalWork immediately by (i) notifying DigitalWork of User's unwillingness to accept the changes to the Terms of Service and (ii) discontinuing User's use of DigitalWork. User's continued use of DigitalWork after such changes in the Terms of Service will signify User's acceptance of the change in the terms and conditions.

B. By the User's registration for DigitalWork through the online registration process, the User verifies that the information provided is accurate and correct to the best of the User's knowledge.

C. DigitalWork will maintain a record of User's acceptance of these terms and conditions. User should understand that User's use of DigitalWork will, at all times, be subject to and pursuant to this agreement.

D. The User hereby acknowledges that the User is entering into a contractual relationship solely with DigitalWork and not with the business service providers and distribution partners affiliated with DigitalWork services.

General Provisions

A. Use of DigitalWork is licensed, not sold, to Users for use only under the terms contained herein, and DigitalWork reserves any rights not expressly granted to Users. The User acknowledges that the User may not sublicense, transfer, sell or assign this license. Any attempt to sublicense, transfer, sell or assign the license is void.

B. In connection with the registration of the User that is accepted by DigitalWork, DigitalWork will issue to User an account with DigitalWork relating to the User's use of DigitalWork. Only the User shall be permitted to use DigitalWork. Any use of DigitalWork by a third party (e.g. friend, colleague) shall be deemed to be a violation of these Terms of Service; and DigitalWork, at its sole discretion, may terminate these Terms of Service and access to DigitalWork with respect to the User that permitted such third-party use. All provisions of the Terms of Service apply to all accounts, sub-accounts, and alternate aliases associated with the User's account. Each User is responsible for the use of his or her account(s) under any alias on that account, and for ensuring full compliance by the User of that account with these Terms of Service.

C. The User is responsible for obtaining and maintaining all equipment necessary to connect to DigitalWork. The User is also required to provide his or her own Internet access through an Internet Access Provider and a World Wide Web Browser supporting HTML 2.0.

D. The User agrees to use DigitalWork in a manner consistent with any and all applicable laws and regulations.

E. DigitalWork may use or disclose certain information regarding the User, which use or disclosure shall be limited as set forth in the Privacy Policy. The User may restrict DigitalWork's use or disclosure of all information regarding the User except that information provided by the User to DigitalWork in connection with the User's registration for DigitalWork. In addition, information regarding a User's credit card number(s) and bank account number(s) which the User supplies to DigitalWork will be used or disclosed only for the purposes for which such information was collected, or as required by law. The Users' addresses, phone numbers and other relevant information will be provided to information providers, service providers and merchants for the purposes for which such information was collected.

F. No User shall use any other User's information, personal or otherwise, for any commercial purpose or to obtain direct financial gain (e.g. mass marketing). Any such use shall be deemed to be a violation of these Terms of Service; and DigitalWork, at its sole discretion, may terminate these Terms of Service and access to DigitalWork with respect to any User that uses such information for a commercial purpose or to obtain direct financial gain.

Fees

User agrees to pay all fees for the DigitalWork services the User uses.

Period of Service

Access to DigitalWork will become effective upon the User's registration for DigitalWork and DigitalWork's acceptance of this registration. The User's access to DigitalWork will continue until terminated as described elsewhere in these Terms of Service.

Termination

A. This license and the right to access DigitalWork will terminate upon termination of these Terms of Service.

B. These Terms of Service and a User's access to, and use of, DigitalWork may be terminated at any time, and without cause, by the User or DigitalWork sending Notice to the other party. The User is liable for any charges incurred by them until the effective date of such termination. Termination of these Terms of Service by DigitalWork will be effective on the day that DigitalWork gives Notice of such termination to the User.

C. DigitalWork reserves the right, at its sole discretion, to immediately, without notice suspend or terminate these Terms of Service and a User's access to and use of DigitalWork upon any breach of the Terms of Service by the User.

Proprietary Rights

A. The User hereby acknowledges the following: (i) DigitalWork permits access to Content that is protected by copyrights, trademarks, and other intellectual and proprietary rights ("Rights"); (ii) these Rights are valid and protected in all media and technologies existing now or later developed; and (iii) except as explicitly provided otherwise, the Terms of Service and applicable copyright and other laws govern User's use of such Content. Users may not copy, reproduce, retransmit, distribute, publish, commercially exploit or otherwise transfer any material subject to any Rights. The burden of determining that any information, software or any other Content on the service is not protected by Rights rests with the User. The User acknowledges that DigitalWork and/or third-party Content providers remain the owners of the posted materials (other than the Content described below), and that the User does not acquire any of those ownership rights by downloading copyrighted materials.

B. By submitting Content to any "public area" of DigitalWork (e.g., message boards, forums, member profiles, yellow pages, job folder), User grants DigitalWork and its affiliates the royalty-free, perpetual, irrevocable, non-exclusive right (including any moral rights) and license, subject to the privacy restrictions set forth in the section entitled "Privacy", to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, communicate to the public, perform and display such Content (in whole or in part) worldwide and/or to incorporate it in other works in any form, media or technology now known or later developed, for the full term of any rights that may exist in such Content. User also warrants that the holder of any Rights, including moral rights in such Content, has completely and effectively waived all such Rights and validly and irrevocably granted to User the right to grant the license stated above. User also permits any User to access, display, view, store and reproduce such Content for personal use. Subject to the foregoing, the owner of such Content placed on DigitalWork retains any and all Rights that may exist in such Content.

Third Party Services

A. The User may order services or merchandise through the DigitalWork service from other persons not affiliated with DigitalWork ("Seller"). All matters concerning the merchandise and services desired from Seller, including but not limited to purchase terms, payment terms, warranties, guarantees, maintenance and delivery, are solely between Seller and the User. DigitalWork makes no warranties or representations whatsoever with regard to any goods or services provided by Sellers. The User will not consider DigitalWork nor will DigitalWork be construed as a party to such transactions, whether or not DigitalWork may have received some form of revenue or other remuneration in connection with the transaction or be liable for any costs or damages arising out of, either directly or indirectly, the User or any other person involved with or related to the transaction.

B. DigitalWork may include special routing icons which may be located within DigitalWork, the activation of which will allow the User to access and learn more about DigitalWork and other services provided by DigitalWork, its affiliates, or other persons. When the User accesses any of these services, the User's rights and obligations will be governed by the agreements and policies relating to the use of the services.

C. DigitalWork provides its services on an as-is basis, without warranty of any kind, express or implied, including, without limitation, any warrant for information, services or products provided through or in connection with DigitalWork. DigitalWork specifically disclaims (i) any warranty of merchantability or fitness, where applicable, and (ii) any warranties concerning the availability, accuracy or content of information, products or services. This disclaimer of liability applies to any damages or injury caused by any failure of performance, error, omission, interruption, deletion, defect, delay in operation or transmission, computer virus, communication line failure, theft or destruction or unauthorized access to, alteration of, or use of record, whether for breach of contract, tortious behavior, negligence, or under any other cause of action.

D. DigitalWork acknowledges that its Users will be posting personal information on DigitalWork and hereby disclaim any responsibility for the use or misuse of such information by a User that violates any law or the personal privacy of any other User.

E. DigitalWork is not the publisher or author of any works posted by Users. DigitalWork does not approve or edit any Content posted by Users. DigitalWork disclaims all copyright and other rights in such works and all responsibility for them. DigitalWork will archive postings for the purpose of providing useful or important information to its members on an ongoing basis. Such archives will also be used to minimize system downtime in the event of a malfunction. By posting on DigitalWork, User is giving DigitalWork permission to copy and/or store User postings for these purposes.

F. DigitalWork cannot promise, and will not be deemed to promise that its hardware or software will function flawlessly. DigitalWork fully intends to keep its system functional at all times. However, in the event that, due to circumstances beyond DigitalWork's control, DigitalWork's services malfunction or become unavailable to all or some members, DigitalWork will not be liable for any direct, consequential or incidental damages, whether foreseeable or not, which may result from such unavailability or malfunction, except that DigitalWork may, in its sole discretion, choose to credit members' accounts for such interruptions of service.

G. If User downloads any software or otherwise executable files from DigitalWork, DigitalWork is not responsible for any direct, consequential or incidental damages caused by such software or files.

H. DigitalWork is not responsible for the Content on the Internet or World Wide Web pages that are contained outside DigitalWork's site. As a convenience to our members, DigitalWork provides links to many resources which are beyond our control. DigitalWork makes no representations as to the quality, suitability, functionality or legality of any sites to which it may provide links, and User hereby waives any claim User may have against DigitalWork with respect to such sites.

I. By permitting classified and personal advertising, DigitalWork makes no warranties or representations of any kind as to the accuracy of the Content or suitability of the subject matter of any such advertisement. DigitalWork specifically disclaims liability for direct, consequential or incidental damages arising from such advertisements. By posting a personal or classified advertisement on DigitalWork, User promises that the Content of User's advertisement is true, and that User will indemnify DigitalWork against any claims which may arise from User's advertisements. By responding to a classified or personal advertisement on DigitalWork, User waives any claims against DigitalWork for damages arising from such advertisement or User's reliance upon statements in such advertisement.

Indemnity

At DigitalWork's request, the User agrees to defend, indemnify and to hold harmless DigitalWork, its officers, directors and employees from any claims arising from the User's use of DigitalWork or the User's breach of the Terms of Service, including, without limitation, claims of copyright infringement, patent infringement, misappropriation of trade secrets, libel, slander, trade libel, defamation, harassment, invasion of privacy or fraud. The User agrees to hold DigitalWork harmless from any claims and expenses, including reasonable attorney's fees and court costs, related to User's violation of the Terms of Service, including any information, software or other Content placed on DigitalWork by the User.

Normal System Maintenance Times

Occasionally DigitalWork will not be available for use by Users. Although DigitalWork's policy is to minimize the amount of time it may spend upgrading and maintaining the DigitalWork site, DigitalWork reserves the right to take the DigitalWork site down at any time if required.

Other Provisions

A. In the event that any provision of the Terms of Service conflicts with the law under which the Terms of Service is to be construed or if any such provisions are held invalid by a court with jurisdiction over the parties to the Terms of Service, such provision will be deemed to be restated to reflect as nearly as possible the original intentions of the parties in accordance with applicable law, and the remainder of this Agreement will remain in full force and effect.

B. The Terms of Service will be interpreted, construed and enforced in all respects in accordance with the laws of the State of Illinois (without regard to provisions of conflicts of laws). Each party irrevocably consents to the jurisdiction of the courts in Illinois, and the federal courts situated in Illinois in connection with any action to enforce the provisions of the Terms of Service, to recover damages or other relief for breach or default under the Terms of Service, or otherwise arising under or by reason of the Terms of Service.

C. Notices to be provided under the terms of these Terms of Service will, except as otherwise expressly provided herein, be delivered by either party hereto by certified mail return receipt requested or DigitalWork may deliver such notice by e-mail through DigitalWork. All such notices will be deemed delivered when the notice is placed in the US Mail, or in the case of an e-mail by DigitalWork, upon the User's accessing DigitalWork.

D. The failure of either party to insist upon or enforce strict performance by the other party of any provision of the Terms of Service or to exercise any right under the Terms of Service will not be construed as a waiver or relinquishment to any extent of such party's right to assert or rely upon any such provision or right in that or any other instance; rather, the same will be and remain in full force and effect.

E. DigitalWork may assign its rights and obligations under these Terms of Service and upon such assignment DigitalWork will be relieved of any further obligation hereunder.

F. The User represents to DigitalWork that the User has the authority to accept DigitalWork according to these Terms of Service.

G. These Terms of Service constitute the entire understanding between the parties as to the subject matter hereof, and supersede all prior agreements and understandings. Any legally unenforceable provision of these Terms of Service will, at the election of DigitalWork, be deleted or modified to correct the defect and, regardless, the remainder of the terms of these Terms of Service will remain valid and enforceable. The User is responsible for all expenses incurred to connect to DigitalWork including all Internet access charges and telephone charges for connecting with or using DigitalWork.

H. DigitalWork reserves the right to charge fees, surcharges, and membership fees at any time upon thirty (30) days prior Notice to the User.

I. The User may not place orders, or attempt to pay for DigitalWork using any expired, false or unauthorized credit card, or false or unauthorized bank or financial institution information.

J. The User must promptly inform DigitalWork of (i) changes in the expiration date of any credit card they use in connection with DigitalWork, (ii) any changes to the bank or financial institution account they use in connection with DigitalWork, (iii) changes in the User's home or billing address, and (iv) apparent breaches of security, such as loss, theft, or unauthorized disclosure of use of a credit card, bank or financial institution account, ID or password.

K. Until DigitalWork receives Notice of a breach of security, the User will remain liable for any unauthorized use of their DigitalWork account. The User is responsible for all charges at the time the service is used.

L. DigitalWork reserves the right to suspend access to DigitalWork for the User's account(s) immediately, without Notice, upon rejection of any credit card charges, non-payment by the User's bank or financial institution of authorized charges or any other indication of credit problems.

Online Conduct Policies

These online conduct policies (collectively, the "Online Conduct Policy") are complementary to and are incorporated as part of the Terms of Service of the Agreement. Definitions used in the Agreement are incorporated herein, as applicable. The User's use of DigitalWork will be governed by the following rules of conduct:

A. Any action by a User that, in DigitalWork's sole opinion, restricts or inhibits other Users from using and enjoying DigitalWork (such as but not limited to, the use of vulgar, profane or otherwise offensive language; inappropriate aliases; committing or discussing with the intention to commit illegal activities) is strictly prohibited. The User specifically agrees not to submit, publish, or display on DigitalWork any defamatory, inaccurate, abusive, obscene, profane, sexually oriented, threatening, racially offensive, or illegal material; nor will the User encourage the use of controlled substances. Transmission of material, information or software in violation of any local, state or federal law is prohibited and is a breach of the Terms of Service. The User specifically agrees not to upload, post or reproduce in any manner any materials protected by copyright without the permission of the copyright owner.

B. The User specifically agrees to indemnify DigitalWork for any losses, costs, or damages, including reasonable attorneys' fees incurred by DigitalWork and relating to, or arising out of, any breach of this Online Conduct Policy or other Terms of Service by the User.

C. This DigitalWork service is to be used by the User for his/her personal use only. Commercial uses of DigitalWork, other than the use of bulletin boards which may be made available for legal and appropriate messages, are strictly prohibited unless prior written consent from DigitalWork has been granted.

D. DigitalWork, at its sole discretion, may remove messages deemed to be unacceptable or in violation of the Terms of Service. DigitalWork, at its sole discretion, further reserves the right to immediately terminate, without Notice, a User who misuses any of the public areas of DigitalWork, including, without limitation classifieds, threaded discusssions or chat.

E. DigitalWork, at its sole discretion, reserves the right to immediately terminate, without Notice, a User who misuses the real-time conference (or chat) areas or violates the Terms of Service.

F. Vulgarity/Profanity and Offensive Language: The DigitalWork service is a community oriented service. As such, our goal is to provide a useful and enjoyable place for all Users. Using vulgar, profane or offensive language is not allowed in public areas such as public chat rooms, classifieds, or discussion folders. If User uses vulgar, profane or offensive language online, even if masked by symbols or other characters, User's access may be terminated.


Privacy Policy \| Terms of Service \| Contact Us
	Copyright © 1998-2003 DigitalWork, Inc. All Rights Reserved. DigitalWork, Your Business Workshop, Learn About It, Get It Done are trademarks of DigitalWork, Inc. and may be registered in certain jurisdictions.