Terms of Use

1stWorks Corporation, a Delaware company (“1stWorks”), provides the 91cell.com service (“Service” or “Services”) subject to the following Terms of Use (“ToU”) and 1stWorks's Privacy Policy. Users of the Service (all such users defined herein as “you”) will also be subject to any additional rules applicable to the Service which 1stWorks may communicate to you in writing or post on 91cell.com from time to time. These rules and 1stWorks's Privacy Policy shall be deemed part of the ToU. By using the Service, either to distribute or receive messages, you agree to comply with and be bound by the ToU, which we may change at any time by posting notice on 91cell.com. PLEASE READ THE TOU CAREFULLY. If you do not agree to these terms and conditions, please do not use the Service. Use of the Service is limited to those individuals or entities who can form legally binding contracts under applicable law, and without limiting the foregoing, the Service is not to be accessed or used by minors. The ToU also apply to any third party who uses the Service or who attempts to interfere in any manner with the Service.

Description of the Services
The Service comprises an automated system for delivery of messages to multiple recipients and multiple communications devices, branded as 91cell.com. Unless explicitly stated otherwise, any new features that augment or enhance the current Services, including any new Services, will be subject to the ToU.

What You Must Do to Use the Services
In order to use the Services, you must obtain access to the World Wide Web, either directly or through devices that access Web-based content and pay any service fees associated with such access. 1stWorks is not responsible for providing any equipment necessary to make such connection to the World Wide Web, including a computer, modem or other access device.

Your Registration Information Must be Accurate, Current and Complete
If you register to use the Service, you shall: (a) provide true, accurate, current and complete information about yourself and those whom you may wish to contact (each, a "Contact") using the Service (such information being the "Registration Data") and (b) maintain and promptly update the Registration Data to keep it true, accurate, current and complete. Similarly, your Contacts will be allowed access to their personal Registration Data to make modifications or changes. If you or any Contact provides any information that is untrue, inaccurate, not current or incomplete, you acknowledge that any messages and notifications sent via 91cell.com may not reach the intended Contact.

Access, Passwords and Security
If you register to use the Service, you may designate a certain number of contacts (each, an "Authorized User") for your account, the exact number depending on the level of Services you are receiving from 1stWorks, and you may provide and assign access and passwords to such Authorized Users. You will be responsible for the confidentiality and use of your access number(s), password(s), and account number(s). You will be responsible for all electronic communications, including account registration and other account holder information, email and financial communications and data, and any notifications and email messages sent via the Service (collectively "Electronic Communications") entered through or initiated using your access number(s), password(s) or account number(s). 1stWorks is entitled to rely on any Electronic Communications received from your access number(s), password(s) or account number(s), and may treat any such Electronic Communications as having been authorized and sent by you. You agree immediately to notify 1stWorks if you become aware of any loss or theft or unauthorized use of any of your access number(s), password(s) and/or account number(s).

Rules of Conduct for the Service.
Any user of the Service shall not:

Use the Service in violation of local, state, national or international laws, or for any purpose that would violate local, state, national or international laws;
Impersonate any person or entity when using the Service, or misrepresent his or her affiliation with any other person or entity;
Harvest or otherwise collect information about others, including email addresses, without their consent;
Enter any email addresses or contact information into Contacts for the Service without due authorization;
Harvest or collect any data from 91cell.com, or use any automated means, including spiders, robots, crawlers, data mining tools or the like to download data from 91cell.com or relating to the Service;
Attempt to gain unauthorized access to 1stWorks’s computer systems;
Sell, resell or re-distribute the Service in any way;
Use the Service to send unsolicited email directed to people not personally known to you (“Spam”), including but not limited to junk mail, chain letters or other unsolicited bulk email, commercial or otherwise or any email sent that 1stWorks reasonably believes constitutes Spam, based on applicable laws and industry practices, and you acknowledge that the Service does not add to any Electronic Communication any notices required by applicable law to be included in unsolicited commercial email; or
Engage in any other conduct that restricts or inhibits any other person from using or enjoying the Service, or which, in 1stWorks’s sole judgment, exposes 1stWorks to any liability or detriment of any type.

The Service may not be used to publish, distribute or otherwise make available any material that:

Is libelous, defamatory, threatening, abusive, scandalous, harassing, obscene or unlawful or that encourages a criminal offense;
Contains any advertising, promotional, solicitation or other commercial material;
Contains material from other copyrighted works without the written consent of the owner of such copyrighted material;
Infringes any copyright or violates any property rights, rights of privacy or publicity, or any other rights of any third party;
States or implies that any opinions contained in your Electronic Communications are endorsed by 1stWorks, or that the accuracy of any facts or circumstances described in your Electronic Communications have been verified by 1stWorks, and you authorize 1stWorks to attach a legend to any Electronic Communication sent via the Service to this effect;
Contains any statement, formula, direction, recipe, prescription or other matter that involves a reasonably foreseeable risk of injury or damage to the material’s readers or others; or
Contains any software viruses or any other code, file or program that is designed to interrupt, destroy or limit the functionality of any computer software, hardware or telecommunications equipment.

1stWorks reserves the right (but is not obligated) to do any or all of the following:

Investigate any allegation that any use of the Service does not conform to the terms and conditions of this ToU; or
Disable access to the Service with respect to any use of the Service that is abusive, illegal or disruptive, or that otherwise fails to conform with the terms and conditions of this ToU;
terminate any Authorized User’s access to any or all of the Service, including your password and account, for any reason or no reason.

1stWorks and 1stWorks Affiliates have no liability or responsibility to you, whether an account holder, Authorized User, Contact, or otherwise, or any other person or entity, for performance or nonperformance of the aforementioned activities.

Proprietary Rights.
All the text, images, marks, logos, compilations, content, software, programs and functionality displayed on or accessed through 91cell.com, including all software used by 1stWorks to operate the Service (collectively, the “Proprietary Materials”) are proprietary to us or to third parties. 1stWorks authorizes you to use the Proprietary Materials solely in connection with your authorized use of the Service in accordance with this ToU. Except as expressly permitted above, copying, modifying reproduction, redistribution, republication, uploading, posting, transmitting, distributing, sale, decompilation, reverse engineering, disassembly, translation or reduction of software to human-readable form, or otherwise exploiting in any way the Proprietary Materials, or any portion of the Proprietary Materials, is strictly prohibited without the prior written permission of 1stWorks.

The marks 91cell.com™ and 1stWorks™ are proprietary to us, and they may not be used in connection with any service or products other than those provided by 1stWorks, in any manner that is likely to cause confusion among customers, or in any manner that disparages or discredits 1stWorks. Any use of such marks, or any others displayed on the Service, will inure solely to the benefit of their respective owners.

Warranty; Disclaimers and Limitations of Liability.
1stWorks warrants that it will make commercially reasonable efforts so that the Service will conform substantially to the service description on the 91cell.com website. 1stWorks’s sole and exclusive liability, and your sole and exclusive remedy, for breach of the foregoing warranty, shall be that, at 1stWorks’s option, 1stWorks shall re-perform the Services so that they conform to the description, or refund the amount paid for the Services during the period the Services failed to perform.

Except as stated above, 1stWorks and its affiliated companies and their officers, directors, employees and agents (collectively, “1stWorks Affiliates”) make no representations or warranties of any kind regarding the Service and the Proprietary Materials. You acknowledge that the Service has not been designed to be fault tolerant or relied upon in emergencies or in situations where death, bodily injury or property damage may arise from any failure of the Service. Users of the Service shall take reasonable precautions to ensure that you have alternative means, other than the Service, of communicating with Contacts. 1stWorks and 1stWorks Affiliates EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING: (i) ALL WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NONINFRINGEMENT, AND ANY AND ALL WARRANTIES ARISING FROM COURSE OF DEALING AND USAGE OF TRADE; (ii) THAT THE SERVICE OR THE PROPRIETARY MATERIALS WILL MEET YOUR REQUIREMENTS, WILL ALWAYS BE AVAILABLE, ACCESSIBLE, UNINTERRUPTED, TIMELY, SECURE OR OPERATE WITHOUT ERROR, (iii) THAT ALL ELECTRONIC COMMUNICATIONS WILL BE TRANSMITTED OR RECEIVED, ON A TIMELY BASIS OR AT ALL; AND (iv) AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE OPERATION, USE OR OTHER EXPLOITATION OF THE SERVICE OR THE PROPRIETARY MATERIALS, OR AS TO THE ACCURACY OR RELIABILITY OF ANY INFORMATION OBTAINED FROM THE SERVICE OR THE PROPRIETARY MATERIALS. No advice or information, whether oral or written, obtained by you from 1stWorks, any of 1stWorks Affiliates or through the Service or Proprietary Materials will create any warranty not expressly stated herein.

YOU USE THE SERVICE AND THE PROPRIETARY MATERIALS AT YOUR OWN RISK, AND NEITHER 1stWorks NOR 1stWorks AFFILIATES WILL BE LIABLE FOR ANY DAMAGES OF ANY KIND ARISING FROM OR RELATING TO ANY OF THEIR OPERATION, FAILURE TO OPERATE, USE OR OTHER EXPLOITATION. You waive and covenant not to assert any claims or allegations of any nature arising from or relating to the operation, failure to operate, use or other exploitation of the Service or the Proprietary Materials, including any allegation or claim that 1stWorks or 1stWorks Affiliates has or should indemnify, defend, or hold you harmless from any claim or allegation arising from the operation, use or other exploitation of the Service or the Proprietary Materials.

UNDER NO CIRCUMSTANCES WILL YOU BE ENTITLED TO RECOVER FROM 1stWorks OR 1stWorks AFFILIATES ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT, PUNITIVE OR SPECIAL DAMAGES (INCLUDING DAMAGES FOR LOSS OF BUSINESS, LOSS OF PROFITS OR LOSS OF USE), WHETHER BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE ARISING FROM OR RELATING TO THE SERVICE OR PROPRIETARY MATERIALS, EVEN IF 1stWorks OR 1stWorks AFFILIATES HAS BEEN INFORMED OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES. THE MAXIMUM AGGREGATE LIABILITY OF 1STWORKS AND 1STWORKS AFFILIATES FOR ANY AND ALL DAMAGES INCURRED BY YOU SHALL BE THE AMOUNT PAID BY YOU TO 1STWORKS FOR THE SERVICE DURING THE PERIOD IN WHICH IT WAS ALLEGED TO BE DEFECTIVE, OR $100 (WHICHEVER IS LOWER).

SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF WARRANTIES OR OF LIABILITY, SO SOME OF THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU.

Your Indemnity of 1stWorks and 1stWorks Affiliates; Termination of Use.
You agree to indemnify, hold harmless, and at their respective options, defend 1stWorks and 1stWorks Affiliates from all causes of action, claims and allegations (whether threatened or pending), costs, fees, charges, and expenses (including reasonable attorneys’ and professionals’ fees), judgments, damages, losses, and liabilities arising from or relating to the breach or alleged breach of your duties or obligations under this ToU or your use of the Service or Proprietary Materials. For any indemnified matter, 1stWorks and 1stWorks Affiliates will have full control of the response thereto and the defense thereof, including any agreement relating to the settlement thereof, and you will cooperate fully with 1stWorks and 1stWorks Affiliates in such matter.

Digital Millennium Copyright Act Compliance.
1stWorks complies with the provisions of the Digital Millennium Copyright Act applicable to internet service providers (17 U.S.C. §512, as amended). If any person has any complaints or objections to material posted or stored on the Service, or communicated by the Service, you may contact our Designated Agent at the following address:

DMCA Agent
1stWorks Corporation
P.O. Box 1030
North Falmouth, MA 02556
Telephone: 508-828-8080
Email: copyright@1stworks.com

Any notice alleging that materials stored on or communicated by this Service infringe intellectual property rights must include the following information:
(a) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other right being infringed;
(b) a description of the copyrighted work or other intellectual property that you claim has been infringed;
(c) a description of the material that you claim is infringing and where it is located on the Service;
(d) your address, telephone number, and email address;
(e) a statement by you that you have a good faith belief that the use of the materials on the Site of which you are complaining is not authorized by the copyright owner, its agent, or the law;
(f) a statement by you that the above information in your notice is accurate and that, under penalty of perjury, you are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner's behalf.

Link to the Privacy Policy.
1stWorks operates the Service under the PRIVACY POLICY published at http://www.1stworks.com/legal.asp#PrivacyPolicy. We urge you to read this policy now and, because the policy is updated from time to time, later at your convenience.

Minors.
This Service is not directed at users under the age of 13. If you are under the age of 13, you are not permitted to register as a Authorized User or Contact or send any information about yourself to us.

Applicable Law and Jurisdiction; Compliance. The Service (excluding links) are controlled by 1stWorks and operated by 1stWorks from its offices in and around Boston, Massachusetts. Because the Service is made available by means of the Internet it is accessible in all fifty states and other countries. As each of these places has laws that may differ from those of Massachusetts and from each other, and as you and 1stWorks both benefit from establishing a predictable legal environment in which to operate, use or otherwise exploit the Service, by using the Service you and 1stWorks agree that all matters arising from or relating to the use and operation of the Service will be governed by the substantive laws of the Commonwealth of Massachusetts, without regard to its conflicts of laws principles. You agree that all claims you may have arising from or relating to the operation, use or other exploitation of the Service will be heard and resolved in the federal and state courts located in Massachusetts. You consent to the personal jurisdiction of such courts over you, stipulate to the fairness and convenience of proceeding in such courts, and covenant not to assert any object to proceeding in such courts. If you choose to gain access to the Service from locations other than Massachusetts, you will be responsible for compliance with all local laws of any such other location, and in no event will you use the Service or Proprietary Materials in violation of U.S. export laws or regulations.

Miscellaneous Provisions.
No delay or omission by 1stWorks in exercising any of its rights occurring upon any noncompliance or default by you with respect to any of the terms and conditions of this ToU will impair any such right or be construed to be a waiver thereof, and a waiver by 1stWorks of any of the covenants, conditions or agreements to be performed by you will not be construed to be a waiver of any succeeding breach thereof or of any other covenant, condition or agreement hereof contained. As used in this ToU, “including” means “including but not limited to.” If any provision of this ToU is found by a court of competent jurisdiction to be invalid or unenforceable, then this ToU will remain in full force and effect and will be reformed to be valid and enforceable while reflecting the intent of the parties to the greatest extent permitted by law. Except as otherwise expressly provided herein, this ToU sets forth the entire agreement between you and 1stWorks regarding its subject matter, and supersedes all prior promises, agreements or representations, whether written or oral, regarding such subject matter. This ToU may be assigned by 1stWorks to any successor to its business, whether by merger, change of control, or sale of all or substantially all of its assets. You agree that the electronic text of this ToU constitutes a writing and your assent to the terms and conditions hereof constitutes a “signing” for all purposes.