Pherson Associates, LLC

Associates Portal
Terms of Use

Associate's Acknowledgment and Acceptance of Terms

Pherson Associates, LLC (referred to as "us" or "we") provides the Associates Portal on the www.pherson.org site and various related services (together referred to as this "site") subject to your compliance with all the terms, conditions, and notices contained or referenced herein (the "Terms of Use"), as well as any other written agreement between us. In addition, when using particular services or materials on the Associates Portal, Associates shall be subject to any posted guidelines or rules applicable to such services or materials that may contain terms and conditions in addition to those in these Terms of Use. All such guidelines or rules are hereby incorporated by reference into these Terms of Use.

BY LOGGING IN AND USING THE ASSOCIATES PORTAL ON THE WWW.PHERSON.ORG WEB SITE, YOU AGREE TO BE BOUND BY THESE TERMS OF USE. IF YOU DO NOT WISH TO BE BOUND BY THE THESE TERMS OF USE, PLEASE EXIT THE ASSOCIATES PORTAL NOW. YOUR REMEDY FOR DISSATISFACTION WITH THE ASSOCIATES PORTAL, OR ANY SERVICES, CONTENT, OR OTHER INFORMATION AVAILABLE ON OR THROUGH THE ASSOCIATES PORTAL, IS TO STOP USING THE ASSOCIATES PORTAL AND THOSE PARTICULAR SERVICES. YOUR AGREEMENT WITH US REGARDING COMPLIANCE WITH THESE TERMS OF USE BECOMES EFFECTIVE IMMEDIATELY UPON COMMENCEMENT OF YOUR USE OF THE ASSOCIATES PORTAL.

These Terms of Use are effective as of September 1, 2007. We reserve the right to change these Terms of Use at any time without notice to you. You acknowledge and agree that it is your responsibility to review the Associates Portal and these Terms of Use periodically and to be aware of any modifications. Your continued use of the Associates Portal after such modifications will constitute your acknowledgement of the modified Terms of Use and agreement to abide and be bound by the modified Terms of Use.

As used in these Terms of Use, references to our "Associates" include our owners, officers, managers, directors, employees and contractors, and include (without limitation) all parties involved in creating, producing, and/or delivering the Associates Portal and/or its contents. If you are not an Associate, you are not permitted to access the Associates Portal.

User Name and Password

In order to access the content in the Associates Portal, you will require a separate user name and password that is obtained from the web site administrator. You are solely responsible for maintaining the confidentiality of your password and account and for any and all statements made and acts or omissions that occur through the use of your password and account. In light of the highly confidential nature of the contents on the Associates Portal, you must take steps to ensure that others do not gain access to your password and account. Our personnel will never ask you for your password. You may not transfer or share your account with anyone, and we reserve the right to immediately terminate your account in the event of any unauthorized transfer or sharing thereof.

Conduct on Portal

Your use of the Associates Portal is subject to all applicable laws and regulations, including Netiquette, and you are solely responsible for the contents of your communications through the Associates Portal. By posting information in or otherwise using any communications service, chat room, message board, newsgroup, software library, or other interactive service that may be available to you on or through the Associates Portal, you agree that you will not upload, share, post, or otherwise distribute or facilitate distribution of any content -- including text, communications, software, images, sounds, data, or other information -- that:

1. Is unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another's privacy, tortuous, contains explicit or graphic descriptions or accounts of sexual acts (including but not limited to sexual language of a violent or threatening nature directed at another individual or group of individuals), or otherwise violates our rules or policies;
2. Victimizes, harasses, degrades, or intimidates an individual or group of individuals on the basis of religion, gender, sexual orientation, race, ethnicity, age, or disability;
3. Infringes on any patent, trademark, trade secret, copyright, right of publicity, or other proprietary right of any party;
4. Contains software viruses or any other computer code, files, or programs that are designed or intended to disrupt, damage, or limit the functioning of any software, hardware, or telecommunications equipment or to damage or obtain unauthorized access to any data or other information of any third party; or
5. Impersonates any person or entity, including any of our employees or representatives.

We have the right at our sole discretion to remove any content that, in our judgment, does not comply with these Terms of Use and any other rules of user conduct for the Associates Portal, or is otherwise harmful, objectionable, or inaccurate. You hereby consent to such removal and waive any claim against us arising out of such removal of content. In addition, you may not use your account to breach security of another account or attempt to gain unauthorized access to our server or another network or server. Not all areas of the Associates Portal may be available to you or other authorized users of the Associates Portal. You shall not interfere with anyone else's use and enjoyment of the Associates Portal or other similar services. Associates who violate systems or network security may incur criminal or civil liability in addition to having access to the Associates Portal terminated.

You agree that we may at any time, and at our sole discretion, terminate your access to the portal without prior notice to you for violating any of the above provisions. In addition, you acknowledge that we will cooperate fully with investigations of violations of systems or network security at other sites, including cooperating with law enforcement authorities in investigating suspected criminal violations.

Third Party Sites and Information

Intellectual Property Information

Copyright (c)2007 Pherson Associates, LLC All Rights Reserved.

For purposes of these Terms of Use, "content" is defined as any information, communications, software, photos, video, graphics, music, sounds, and other material and services that can be viewed by Associates on the Associates Portal. This includes, but is in no way limited to, message boards, chats, and other original content.

By accepting these Terms of Use, you acknowledge and agree that all content presented to you on the Associates Portal is protected by copyrights, trademarks, service marks, patents or other proprietary rights and laws, and is the sole property of Pherson Associates, LLC or the third parties who have licensed the content to us. You are only permitted to use the content as expressly authorized by us or the specific content provider. Except for a single copy made for personal use only, you may not copy, reproduce, modify, republish, upload, post, transmit, or distribute any documents or information from the Associates Portal in any form or by any means without prior written permission from us or the specific content provider, and you are solely responsible for obtaining permission before reusing any copyrighted material that is available on the Associates Portal. Any unauthorized use of the materials appearing on the Associates Portal may violate copyright, trademark, and other applicable laws and could result in criminal or civil penalties.

Neither we nor our third party content providers warrant or represent that your use of materials displayed on, or obtained through, the Associates Portal will not infringe the rights of third parties. See "Use of Your Materials" below for a description of the procedures to be followed in the event that any party believes that content posted on the Associates Portal infringes on any patent, trademark, trade secret, copyright, right of publicity, or other proprietary right of any party.

All custom graphics, icons, logos, and service names are registered trademarks, trademarks or service marks of Pherson Associates, LLC. All other trademarks or service marks are property of their respective owners. Nothing in these Terms of Use grants you any right to use any trademark, service mark, logo, and/or the name of Pherson Associates, LLC.

Confidentiality

We maintain and have disclosed to Associates through the Associates Portal information that is HIGHLY confidential, proprietary and otherwise not generally available to the public. You agree that you shall treat such information as confidential and neither disclose nor copy, reproduce, republish, upload, post, transmit, or distribute such information in any way without our advance written permission. Confidential information does not include (i) information which is or becomes generally available to the public other than as a result of a disclosure in violation of these Terms of Use or another confidentiality undertaking, (ii) information which was already known to you prior to agreeing to these Terms of Use, and (iii) information which becomes available on a non-confidential basis from a source other than Pherson Associates, LLC if such source was not subject to any prohibition against transmitting the information to us.

Associate's Materials

Please do not submit your confidential or proprietary information to us unless we have mutually agreed in writing otherwise. We are also unable to accept your unsolicited ideas or proposals, so please do not submit them to us in any circumstance. In absence of an agreement, we will deem any materials provided by you as belonging to Pherson Associates, LLC.

If you or any user of the Associates Portal believes your copyright, trademark, or other property rights have been infringed by a posting on the Associates Portal, you or the user should send notification to our portal administrator who serves as our Designated Agent for Notice pursuant to the Digital Millennium Copyright Act, 17 U.S.C. Sec. 512(c). Service of infringers of copyright or of users about whom repeat claims of copyright infringement are received will be terminated.

You acknowledge and agree that upon receipt of a notice of a claim of copyright infringement, we may immediately remove the identified materials from our site without liability to you or any other party and that the claims of the complaining party and the party that originally posted the materials will be referred to the United States Copyright Office for adjudication as provided in the Digital Millennium Copyright Act.

Disclaimer of Warranties

ALL MATERIALS AND SERVICES ON THE ASSOCIATES PORTAL ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR THE WARRANTY OF NON-INFRINGEMENT. THE ASSOCIATES PORTAL COULD INCLUDE TECHNICAL OR OTHER MISTAKES, INACCURACIES OR TYPOGRAPHICAL ERRORS. WE MAY MAKE CHANGES TO THE MATERIALS AND SERVICES AT THE ASSOCIATES PORTAL AT ANY TIME WITHOUT NOTICE. THE MATERIALS OR SERVICES ON THE ASSOCIATES PORTAL MAY BE OUT OF DATE, AND WE MAKE NO COMMITMENT TO UPDATE SUCH MATERIALS OR SERVICES.

THE USE OF THE SERVICES OR THE DOWNLOADING OR OTHER ACQUISITION OF ANY MATERIALS THROUGH THE ASSOCIATES PORTAL IS DONE AT YOUR OWN DISCRETION AND RISK AND WITH YOUR AGREEMENT THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM SUCH ACTIVITIES.

Limitation of Liability

IN NO EVENT SHALL WE BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY SPECIAL, PUNITIVE, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES OF ANY KIND, OR ANY DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, THOSE RESULTING FROM LOSS OF USE, DATA OR PROFITS, WHETHER OR NOT WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND ON ANY THEORY OF LIABILITY, ARISING OUT OF OR IN CONNECTION WITH THE USE OF THE ASSOCIATES PORTAL OR OF ANY WEB SITE REFERENCED OR LINKED TO FROM THE ASSOCIATES PORTAL.

Indemnification

Upon a request by us, you agree to defend, indemnify, and hold us harmless from all liabilities, claims, and expenses, including attorney's fees, that arise from your use or misuse of the Associates Portal. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will cooperate with us in asserting any available defenses.

Termination of Use

You agree that we may, in our sole discretion, terminate or suspend your access to all or part of the site with or without notice and for any reason, including, without limitation, breach of these Terms of Use. Any suspected fraudulent, abusive or illegal activity may be grounds for terminating your relationship and may be referred to appropriate law enforcement authorities.

Upon termination or suspension, regardless of the reasons therefore, your right to use the services available on the Associates Portal immediately ceases, and you acknowledge and agree that we may immediately deactivate or delete your account and all related information and files in your account and/or bar any further access to such files or the Associates Portal. We shall not be liable to you or any third party for any claims or damages arising out of any termination or suspension or any other actions taken by us in connection therewith. Various sections of these Terms of Use shall survive any termination.

Governing Law

The Associates Portal (excluding any linked sites) is controlled by us from our offices within the Commonwealth of Virginia, United States of America. It can be accessed from all 50 states and the District of Columbia, as well as from other countries around the world. As each of these places has laws that may differ from those of Virginia, by accessing the Associates Portal both of us agree that the statutes and laws of the Commonwealth of Virginia, without regard to the conflicts of law principles thereof, will apply to all matters relating to the use of the Associates Portal. Each of us agrees and hereby submits to the exclusive personal jurisdiction and venue of the Circuit Court of Fairfax County, Virginia, and the United States District Court for the Eastern District of Virginia with respect to such matters.

Notices

All notices to a party shall be in writing and shall be made either via email or conventional mail. Notices to us must be sent to the attention of portal administrator at pherson@pherson.org if by email, or at Pherson Associates, LLC, 9902 Deerfield Pond Drive, Great Falls, VA 22066, if by conventional mail. Notices to you may be sent to the email address supplied for your account. In addition, we may broadcast notices or messages through the site to inform you of changes to the site or other matters of importance, and such broadcasts shall constitute notice to you.

Any notices or communication under these Terms of Use will be deemed delivered to the party receiving such communication (1) on the delivery date if delivered personally to the party; (2) two business days after deposit with a commercial overnight carrier, with written verification of receipt; (3) five business days after the mailing date, if sent by US mail, return receipt requested; (4) on the delivery date if transmitted by confirmed facsimile; or (5) on the delivery date if transmitted by confirmed email.

Entire Agreement

These terms and conditions constitute the entire agreement and understanding between us concerning the subject matter hereof and supersede all prior agreements and understandings of the parties with respect thereto. These Terms of Use may NOT be altered, supplemented, or amended by the use of any other document(s). Any attempt to alter, supplement or amend this document or to enter an order for products or services which are subject to additional or altered terms and conditions shall be null and void, unless otherwise agreed to in a written agreement signed by you and us. To the extent that anything in or associated with the Associates Portal is in conflict or inconsistent with these Terms of Use, these Terms of Use shall take precedence.

Miscellaneous

In any action to enforce these Terms of Use, the prevailing party will be entitled to costs and attorneys' fees. Any cause of action brought by you against us or our Affiliates must be instituted within one year after the cause of action arises or be deemed forever waived and barred.

You may not assign your rights and obligations under these Terms of Use to any other party, and any purported attempt to do so shall be null and void. We may freely assign our rights and obligations under these Terms of Use.

If any part of these Terms of Use is held invalid or unenforceable, that portion shall be construed in a manner consistent with applicable law to reflect, as nearly as possible, the original intentions of the parties, and the remaining portions shall remain in full force and effect.

Any failure by us to enforce or exercise any provision of these Terms of Use or related rights shall not constitute a waiver of that right or provision.