VermontToday.com and 802live.com User Agreement 1. GENERAL RULES AND DEFINITIONS 1.1 If you choose to use the VermontToday.com and/or 802live.com service(s) (the "Service"), you will be agreeing to abide by all of the terms and conditions of this Subscriber Agreement (the "Agreement") between you and VermontToday.com (VermontToday.com ), an Internet service of Herald Association, Inc., a Vermont corporation (the "Herald Association"). 1.2 The Service may change, add or remove portions of this Agreement at any time, but if it does so, it will post such changes on the Service, or send them to you via e-mail or postal mail. 1.3 IF ANY OF THESE RULES OR ANY FUTURE CHANGES ARE UNACCEPTABLE TO YOU, YOU MAY CANCEL YOUR SUBSCRIPTION BY SENDING E-MAIL TO: info@VermontToday.com (SEE SECTION 10.1 REGARDING TERMINATION OF SERVICE). YOUR CONTINUED USE OF THE SERVICE NOW, OR FOLLOWING THE POSTING OF NOTICE OF ANY CHANGES IN THESE OPERATING RULES, WILL INDICATE ACCEPTANCE BY YOU OF SUCH RULES, CHANGES, OR MODIFICATIONS. 1.4 VermontToday.com may change, suspend or discontinue any aspect of the Service at any time, including the availability of any Service feature, database, or content. VermontToday.com may also impose limits on certain features and services or restrict your access to parts or all of the Service without notice or liability. 2. VERMONTTODAY.COM CONTENT AND SUBSCRIBER SUBMISSIONS 2.1 The contents of the Service are intended for your personal, noncommercial use. All materials published on the Service (including, but not limited to news articles, photographs, images, illustrations, audio clips and video clips, collectively known as the "Content") are protected by copyright, and owned or controlled by the Service, Herald Association, Inc., or the party credited as the provider of the Content. You shall abide by all additional copyright notices, information, or restrictions contained in any Content accessed through the Service. 2.2 The Service and the Contents are protected by copyright pursuant to U.S. and international copyright laws. You may not modify, publish, transmit, participate in the transfer or sale of, reproduce (except as provided in Section 2.3 of this Agreement), create new works from, distribute, perform, display, or in any way exploit, any of the Content or the Service (including software) in whole or in part. 2.3 You may download or copy the Content and other downloadable items displayed on the Service for personal use only, provided that you maintain all copyright and other notices contained therein. Copying or storing of any Content for other than personal use is expressly prohibited without prior written permission from the Service, or the copyright holder identified in the copyright notice contained in the Content. 2.4 Certain Content is furnished by the Associated Press and Reuters, which will not be liable for any delays, inaccuracies, errors or omissions in any such Content, or in the transmission or delivery of all or any part thereof, or for any damages arising therefrom. 3. COMMUNITY SUBMISSIONS 3.1 You shall not upload to, or distribute or otherwise publish on the message boards (the "Forums"), Video and Photo Comments, Video and Photo content, any libelous, defamatory, obscene, pornographic, abusive, or otherwise illegal material. 3.2 You agree to abide by the following rules when using the Forums. 3.2 (a) Be courteous. You agree that you will not threaten or verbally abuse other Subscribers, use defamatory language, or deliberately disrupt discussions with repetitive messages, meaningless messages or "spam." 3.2 (b) Use respectful language. Like any community, the Forums flourish only when our Subscribers feel welcome and safe. You agree not to use language that abuses or discriminates on the basis of race, religion, nationality, gender, sexual preference, age, region, disability, etc. Hate speech of any kind is grounds for immediate and permanent suspension of access to all or part of the Service. 3.2 (c) Debate, but don't attack. In a community full of opinions and preferences, people always disagree. VermontToday.com encourages active discussions and welcomes heated debate in our Forums. But personal attacks are a direct violation of this Agreement and are grounds for immediate and permanent suspension of access to all or part of the Service. 3.3 The Forums shall be used only in a noncommercial manner. You shall not, without the express approval of VermontToday.com, distribute or otherwise publish any material containing any solicitation of funds, advertising or solicitation for goods or services. 3.4 You are solely responsible for the content of your messages. However, while VermontToday.com does not and cannot review every message posted by you on the Forums and is not responsible for the content of these messages, VermontToday.com reserves the right to delete, move, or edit messages that it, in its sole discretion, deems abusive, defamatory, obscene, in violation of copyright or trademark laws, or otherwise unacceptable. 3.5 You acknowledge that any submissions you make to the Service (e.g. Letter to the Editor, Review or Commentary) may be edited, removed, modified, published, transmitted, and displayed by the Service and you waive any rights you may have in having the material altered or changed in a manner not agreeable to you. 4. ACCESS AND AVAILABILITY OF SERVICE AND LINKS 4.1 VermontToday.com contains links to other related World Wide Web Internet sites, resources, and sponsors. Since VermontToday.com is not responsible for the availability of these outside resources, or their contents, you should direct any concerns regarding any external link to the site administrator or Webmaster of such site. 5. REPRESENTATIONS AND WARRANTIES 5.1 You represent, warrant and covenant (a) that no materials of any kind submitted through your account will (i) violate, plagiarize, or infringe upon the rights of any third party, including copyright, trademark, privacy or other personal or proprietary rights; or (ii) contain libelous or otherwise unlawful material; and (b) that you are at least thirteen years old. You hereby indemnify, defend and hold harmless VermontToday.com and the Herald and all of their officers, directors, owners, agents, information providers, affiliates, licensors and licensees (collectively, the "Indemnified Parties") from and against any and all liability and costs, including, without limitation, reasonable attorneys' fees, incurred by the Indemnified Parties in connection with any claim arising out of any breach by you or any user of your account of this Agreement or the foregoing representations, warranties and covenants. You shall cooperate as fully as reasonably required in the defense of any such claim. VermontToday.com reserves the right, at its own expense, to assume the exclusive defense and control of any matter subject to indemnification by you. 5.2 Neither the Herald Association nor VermontToday.com represent or endorse the accuracy or reliability of any advice, opinion, statement, video, photo, comment or other information displayed, uploaded, or distributed through the Service by any user, information provider or any other person or entity. You acknowledge that any reliance upon any such opinion, advice, statement, memorandum, or information shall be at your sole risk. THE SERVICE AND ALL DOWNLOADABLE SOFTWARE ARE DISTRIBUTED ON AN "AS IS" BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF TITLE OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. YOU HEREBY ACKNOWLEDGE THAT USE OF THE SERVICE IS AT YOUR SOLE RISK. 6. REGISTRATION AND SECURITY 6.1 As part of the registration process, you will select a password and a member ID. You also have to give us certain registration information, all of which must be accurate and updated. (a) You may not (i) select or use a member ID of another person with the intent to impersonate that person; (ii) use a member ID in which another person has rights without such person's authorization; or (iii) use a member ID that VermontToday.com, in its sole discretion, deems offensive. Failure to comply with the foregoing shall constitute a breach of this Agreement, which may result in immediate termination of your account. (b) You shall be responsible for maintaining the confidentiality of your password, which you will not have to reveal to any representative or agent of VermontToday.com. 6.2 (a) You shall notify info@VermontToday.com of any known or suspected unauthorized use(s) of your account, or any known or suspected breach of security, including loss, theft, or unauthorized disclosure of your password or credit card information. 6.3 You must be 13 years or older to subscribe to the Service; however, persons of all ages may use it. Thus, you may share your password and subscriber ID with others, subject to Section 6.4. 6.4 You are responsible for all usage or activity on your VermontToday.com or 802live.com account, including use of the account by any third party authorized by you to use your subscriber ID and password. Any fraudulent, abusive, or otherwise illegal activity may be grounds for termination of your account, at the Service's sole discretion, and the Service may refer you to appropriate law enforcement agencies. 6. Your User Submissions and Conduct A. As a Vermonttoday.com and 802live.com account holder you may submit video content ("User Videos") and textual content ("User Comments"). User Videos and User Comments are collectively referred to as "User Submissions." You understand that whether or not such User Submissions are published, Herald Association does not guarantee any confidentiality with respect to any User Submissions. B. You shall be solely responsible for your own User Submissions and the consequences of posting or publishing them. In connection with User Submissions, you affirm, represent, and/or warrant that: you own or have the necessary licenses, rights, consents, and permissions to use and authorize the Service to use all patent, trademark, trade secret, copyright or other proprietary rights in and to any and all User Submissions to enable inclusion and use of the User Submissions in the manner contemplated by the Website and these Terms of Service. C. You retain all ownership rights to your User Submissions. However, by submitting User Submissions to the Service, you hereby grant the Service a worldwide, non-exclusive, royalty-free, sublicenseable and transferable license to use, reproduce, distribute, prepare derivative works of, display, and perform the User Submissions in connection with the Herald Association web sites (and its successors' and affiliates') business, including without limitation for promoting and redistributing part or all of the Herald Association websites (and derivative works thereof) in any media formats and through any media channels. You also hereby grant each user of the Herald Association websites a non-exclusive license to access your User Submissions through the websites, and to use, reproduce, distribute, display and perform such User Submissions as permitted through the functionality of the Website and under these Terms of Service. The above licenses granted by you will terminate within a commercially reasonable time after you remove or delete your User Videos from the Service. You understand and agree, however, that Herald Association may retain, but not display, distribute, or perform, server copies of User Submissions that have been removed or deleted. The above licenses granted by you in User Comments are perpetual and irrevocable. D. In connection with User Submissions, you further agree that you will not submit material that is copyrighted, protected by trade secret or otherwise subject to third party proprietary rights, including privacy and publicity rights, unless you are the owner of such rights or have permission from their rightful owner to post the material and to grant Herald Association all of the license rights granted herein. E. You further agree that you will not, in connection with User Submissions, submit material that is contrary to the Herald Association Community Forum and Discusion Guidelines, found above (3 to 3.5), which may be updated from time to time. F. Herald Association and its web sites does not endorse any User Submission or any opinion, recommendation, or advice expressed therein, and expressly disclaims any and all liability in connection with User Submissions. Herald Association does not permit copyright infringing activities and infringement of intellectual property rights on its Website, and will remove all Content and User Submissions if properly notified that such Content or User Submission infringes on another's intellectual property rights. Herald Association reserves the right to remove Content and User Submissions without prior notice. 7. FEES AND PAYMENTS VermontToday.com reserves the right at any time to charge fees for access to portions of the Service or the Service as a whole. However, in no event will you be charged for access to the Service unless we obtain your prior agreement to pay such charges. Thus, if at any time the Service requires a fee for portions of the Service that are now free (e.g., a domestic subscription fee), ermontToday.com will give you advance notice of such fees and the opportunity to cancel the account before such charges are imposed. All new fees, if any, will be posted in the Site Help area of our Member Center and in other appropriate locations on the Service. You shall pay all fees and charges incurred through your account at the rates in effect for the billing period in which such fees and charges are incurred, including, but not limited to charges for any products or services offered for sale through the Service by VermontToday.com or by any other vendor or service provider. All fees and charges shall be billed to and paid for by you. You shall pay all applicable taxes relating to use of the Service through your account. 8. COMMUNICATIONS BETWEEN VERMONTTODAY.COM AND SUBSCRIBERS 8.1 If you indicate on your registration form that you want to receive such information, VermontToday.com, its owners and assigns, will allow certain third party vendors to provide you with information about products and services. 8.2 The Service and Herald Association reserves the right to send electronic mail to you for the purpose of informing you of changes or additions to the Service, other Herald Association web sites, publications and products related to Herald Association. 8.3 The Service and Herald Association reserves the right to disclose information about your usage and demographics, provided that it will not reveal your personal identity in connection with the disclosure of such information. Advertisers and/or Licensees on our website may collect and share information about you only if you indicate your acceptance. For more information please read the Privacy Policy of the Service. 9. SOFTWARE LICENSES 9.1 You shall have no rights to the proprietary software and related documentation, or any enhancements or modifications thereto, provided to you in order to access the Service ("Access Software"). You may not sublicense, assign or transfer any licenses granted by the Service, and any attempt at such sublicense, assignment or transfer shall be null and void. You may make one copy of such software for archival purposes only. You may not otherwise copy, distribute, modify, reverse engineer, or create derivative works from Access Software. 10. TERMINATION 10.1 You may terminate your account at any time by logging into your account at: http://www.VermontToday.com/apps/pbcs.dll/subscribe?Category=NLETTER After doing so, click on the unsubscribe button under your e-mail preferences. Upon termination, you will receive an automated confirmation via e-mail that the request was received, and your access will be suspended within 24 hours. You are responsible for all charges incurred up to the time the account is deactivated. 10.2 The Service may, in its sole discretion, terminate or suspend your access to all or part of the Service for any reason, including, without limitation, breach or assignment of this Agreement. 11. Limitation of Liability IN NO EVENT SHALL THE SERVICE, ITS OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS, BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES WHATSOEVER RESULTING FROM ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT, (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF OUR WEBSITE, (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM OUR WEBSITE, (IV) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE, WHICH MAY BE TRANSMITTED TO OR THROUGH OUR WEBSITE BY ANY THIRD PARTY, AND/OR (V) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF YOUR USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE YOUTUBE WEBSITE, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT THE COMPANY IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION. YOU SPECIFICALLY ACKNOWLEDGE THAT YOUTUBE SHALL NOT BE LIABLE FOR USER SUBMISSIONS OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY AND THAT THE RISK OF HARM OR DAMAGE FROM THE FOREGOING RESTS ENTIRELY WITH YOU. 12. Indemnity You agree to defend, indemnify and hold harmless Vermonttoday.com, 802live.com, its parent corporation, officers, directors, employees and agents, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney's fees) arising from: (i) your use of and access to the Service; (ii) your violation of any term of these Terms of Service; (iii) your violation of any third party right, including without limitation any copyright, property, or privacy right; or (iv) any claim that one of your User Submissions caused damage to a third party. This defense and indemnification obligation will survive these Terms of Service and your use of Herald Association websites. 13. MISCELLANEOUS 13.1 This Agreement has been made in and shall be construed and enforced in accordance with the laws of the State of Vermont, without resort to principles of conflicts of laws. Any action to enforce this Agreement shall be brought in the federal or state courts located in Rutland County, Vermont. 13.2 Notwithstanding any of the foregoing, nothing in this Subscriber Agreement will serve to preempt the promises made in the Privacy Policy. 13.3 Correspondence should be sent to info@vermonttoday.com. 13.4 You agree to report any copyright violations of this Agreement to the Service as soon as you become aware of them. In the event you have a claim of copyright infringement with respect to material that is contained in VermontToday.com service, please notify info@VermontToday.com. (Please direct all general questions to info@VermontToday.com).