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A. PLEASE READ THESE TERMS AND CONDITIONS OF USE (“TERMS”) CAREFULLY BEFORE USING THIS WEBSITE (“SITE”), which is operated by Dark Fiber and Infrastructure, LLC (together with its affiliates, “DF&I”, “we”, “us”, and “our”). These Terms are intended to constitute a binding agreement that governs and conditions your use of this Site. By using the Site, you acknowledge that you have read these Terms and you agree to be bound by them without ANY limitation or qualification. If you do not agree to these Terms, you should not access or use the Site. Our Privacy Policy constitutes part of these Terms and is hereby incorporated by reference. If you have any questions concerning these Terms or our Site, please contact us at: [email protected].
B. We reserve the right, at our discretion, at any time, to change, update, amend, and/or modify these Terms without prior notice. The revised Terms will become effective at the time of posting, and any use of the Site after such effective date shall constitute your acceptance of the revised Terms. If you do not agree to the revised Terms, do not continue to use the Site. It is your responsibility to review these Terms periodically for updates and changes. If you violate any part of these Terms, your permission to access or use the Site shall automatically terminate. We reserve the right, in our sole discretion and without notice to you, to terminate or suspend your user account and your license to use the Site and prevent your future access to and use of the Site. No waiver by DF&I or any of its affiliates of any right under these Terms will be deemed a waiver of any other right, term or provision of these Terms at that time.
C. Subject to your acceptance of these Terms, you are hereby granted a limited, revocable, non-exclusive, non-sublicensable, non-assignable license to access and use the Site for your (or your organization’s) personal and business purposes only. This license is subject to your compliance with these Terms, the Privacy Policy and all other posted terms and conditions on the Site. The Site will permit you to obtain information regarding our products and services, and may also permit you to conduct certain transactions with us. There may also be certain interactive features that are made available to you. All such transactions shall be subject to other terms and conditions that may be applicable as well as these Terms and our Privacy Policy. Nothing contained in these Terms is intended to modify any other agreement you may have with DF&I, if any, that may be in effect. In the event of any inconsistency between these Terms and any other agreements with us, the terms of the other agreements shall control. All rights not expressly granted to you in these Terms are reserved.
D. Some features that may be available on this Site may require registration and/or password. You agree to provide true, accurate, current and complete information about yourself. You are responsible for protecting your password. You agree that you will be responsible for any and all statements made, and acts or omissions that occur, through the use of your password. If you have any reason to believe or become aware of any loss, theft or unauthorized use of your password, notify DF&I immediately. DF&I may assume that any communications DF&I receives under your password have been made by you unless DF&I receives notice otherwise. Further, additional terms and conditions of use may be applicable to password-restricted areas of the Site. Access to certain areas of the Site may be permitted only to authorized and/or registered individuals who have valid login information and a password. You are responsible for the use of your login and password, and therefore, you must take appropriate steps to protect them from unauthorized disclosure and not share them with unauthorized individuals. If you become aware of any unauthorized disclosure or access, you must immediately advise us. Further, by using or accessing this Site, you may not violate or attempt to violate the security of the Site. Tampering with any portion of the Site, providing untruthful or inaccurate information, misrepresenting your identity, or conducting fraudulent activities on the Site, whether or not through the use of agents, are prohibited and constitute a material breach of these Terms. You agree to abide by all additional restrictions displayed on the Site as it may be updated from time to time. DF&I reserves the right to refuse or cancel any person’s registration for this Site, remove any person from this Site or prohibit any person from using this Site for any reason whatsoever.
E. These Terms shall also apply to the use of any mobile applications or web applications provided for or by us (“Mobile Apps”). All references to this Site in these Terms shall also be deemed to include the Mobile Apps, regardless of whether expressly stated.
A. The Site may contain links to other websites and/or other third-party content. Any links from or to other websites are provided merely for the convenience of the users of the Site and the inclusion of these links does not imply an endorsement, representation or warranty by DF&I or any of its affiliates with respect to any such linked websites or the content, products or services contained or accessible through, or the operators of, such websites. We shall not be responsible for any information, materials or services obtained on or from such other websites and will not be liable in any respect for any damages arising from your access of such websites. We do not review or monitor any third-party websites linked from or to the Site. If you decide to access any linked third-party website, you do so at your sole risk. Neither DF&I nor any of its affiliates are responsible for the information, materials, products or services obtained on or from such other websites, nor will any of them be liable in any respect whatsoever for any damages arising from your access to such third party websites.
B. You agree not to link any of your websites or any third-party websites to any the Site without the express prior written consent of DF&I. We reserve the right, at any time, for any reason not prohibited by law, to deny permission to anyone to link a website from or to the Site.
A. Unless otherwise expressly noted, all marks, names, trade dress, slogans, designations, information and materials, including, without limitation, images, illustrations, designs, icons, photographs, video clips, and written and other materials and content, that are part of the Site are copyrights, trademarks, service marks, trade names, trade dress and/or other intellectual property owned, controlled or licensed by DF&I and/or its affiliates, or their respective owners. Nothing in this Site shall be deemed to convey upon you any right, title, or interest in any such intellectual property except for the right to view and/or use the same pursuant to these Terms. Any unauthorized use of any of our intellectual property may constitute an infringement under applicable laws for which you shall be solely liable.
B. You acknowledge that DF&I or third parties granting rights to DF&I hold title to all materials on this Site, which are the copyrighted works of DF&I or the third parties, with all rights reserved. Such materials include but are not limited to design, text, graphics, files, photographs, video and audio clips, image, logo, icons, interfaces, code and software as well as the selection and arrangement thereof. DF&I authorizes you to view and use the Site with the following restrictions: (i) use must be solely for your informational and noncommercial use, except that commercial transactions may take place on this Site to the extent that DF&I offers goods/services for sale on this Site; (ii) each page downloaded must include this copyright statement displayed in a prominent position: “DF&I All rights reserved.”; and (iii) materials cannot be modified, forwarded, displayed, distributed, performed, or published in any media without the prior written permission of DF&I.
C. You may not remove any copyright, trademark or other proprietary notice or legend contained on or printed from the Site. You may not distribute, modify, transmit, reuse, repost, or use the content of the Site, including, without limitation, any text, images, audio and video, for public or commercial purposes without our written permission. Modification or use of the information or materials for any other purpose may violate the copyright, trademark and other intellectual property rights of DF&I and/or its affiliates. We do not grant any license or right to use any registered or unregistered trademarks or service marks displayed on the Site. In addition, page headers, custom graphics, button icons, and scripts may be service marks, trademarks, or trade dress of DF&I, and may not be copied, imitated, or used, in whole or in part, without the prior written permission of DF&I. Further, DF&I, or its licensors or content providers, retain full and complete title to the material provided on the Site, including all associated intellectual property rights, and provide this material to you under a license that is revocable at any time in DF&I’s sole discretion. DF&I neither warrants nor represents that your use of materials on this Site will not infringe rights of third parties not affiliated with DF&I.
A. You shall not: (i) “flood,” “spam,” “mailbomb” or overload any of the Site or otherwise take any action that may result in damage, impairment or overload of any of the Site’s infrastructure; (ii) use any device, software or routine to attempt to interfere with any of the Site’s functionality or appearance; (iii) data mine, data scrape or otherwise attempt to use any software, device, tool or technique (including without limitation, browsers, spiders, robots, avatars or intelligent agents) to navigate or search the Site to harvest, extract or collect any information from the Site; (iv) attempt to decompile, disassemble or reverse-engineer any of the Site’s source code or software; (v) impersonate any person or entity other than yourself or create a user account for anyone other than yourself; (vi) create another user account without permission if we have suspended or terminated your user account; (vii) use the Site to violate anyone’s rights or applicable laws or regulations or do anything malicious, misleading, defamatory, libelous, abusive, fraudulent, deceptive or discriminatory; (viii) assist or encourage violations of these Terms, the Privacy Policy or applicable laws or regulations; (ix) use any hidden text or metatags using “DF&I”, “Dark Fiber and Infrastructure”, or any of our other trademarks, service marks or names without our prior written consent or (x) violate or attempt to violate the security of any of the Site (including without limitation, accessing user accounts, servers or data without authorization, probing or testing the vulnerability of any of the Site’s authentication measures, security or system infrastructure without proper authorization, or otherwise interfere with service to any user, host or network).
B. No independent commercial use of the information on or under this Site is permitted, except to the extent necessary in connection with the offering of goods for sale by DF&I. The use of automated systems (robots, spiders, or any other data-mining or similar data-gathering and extraction tools) to mine, access, acquire, or download information on this Site is expressly prohibited, including in cases in which such systems are employed in connection with commercial objectives, or in a fashion that directly or indirectly violates the privacy interests of any individual. Further, you may not frame or use framing techniques to enclose any portion of this Site without the express written consent of DF&I. Any other use of content on the Site, including but not limited to the modification, distribution, transmission, performance, broadcast, publication, uploading, licensing, reverse engineering, transfer or sale of, or the creation of derivative works from, any material, information, software, products or services obtained from the Site, or use of the Site for purposes competitive to DF&I, is expressly prohibited.
C. Any software owned by DF&I, including any files, images incorporated in or generated by the software, and data accompanying the software (collectively “Software”), that may be made available on this Site is licensed to you by DF&I for your personal, non-commercial use, and no ownership rights pass to you. You shall not copy, distribute, sell, modify, transfer, decompile, reverse engineer, disassemble, or create derivative works from any Software.
A. You acknowledge that you are responsible for any material you may submit via the Site, including the legality, reliability, appropriateness, originality and copyright of any such material (“User Material”). You may not upload to, distribute or otherwise publish through this Site any content that (i) is confidential, proprietary, false, fraudulent, libelous, defamatory, obscene, threatening, invasive of privacy or publicity rights, infringing on intellectual property rights, abusive, illegal or otherwise objectionable; (ii) may constitute or encourage a criminal offense, violate the rights of any party or otherwise give rise to liability or violate any law; or (iii) may contain software viruses, political campaigning, chain letters, mass mailings, or any form of “spam.” You may not use a false email address or other identifying information, impersonate any person or entity or otherwise mislead as to the origin of any content.
B. By uploading or otherwise posting any User Materials on the Site, you expressly represent, warrant, and covenant that: (i) you own or otherwise have all necessary rights or permission, including but not limited to copyrights, to the User Materials you provide and the rights to use it as provided in these Terms; (ii) all information you provide is true, accurate, current, and complete, and does not violate these Terms; and (iii) the User Materials will not cause injury to any person or entity. Further, by submitting any User Materials, you hereby grant to DF&I an irrevocable, perpetual, worldwide, non-exclusive, royalty-free, fully paid-up, sublicensable license to use, display, reproduce, publish, transmit, store, modify and create derivative works of your User Material. Further, if you provide any feedback, suggestions, ideas, know-how or other information (“Feedback”) to DF&I via the Site or otherwise, you hereby assign to DF&I all rights in the Feedback and agree that we may use such Feedback for any purpose without compensation to you. We will treat all User Materials and Feedback as non-confidential and non-proprietary, and you agree that you will not submit to us any information considered to be confidential or proprietary.
C. This Site may include discussion forums or other interactive areas, including chat rooms, bulletin boards, and collaboration facilities. Forums and interactive areas shall be used only for noncommercial purposes. You shall remain solely liable for the content of any messages or other information posted by you on this Site, and DF&I takes no responsibility and assumes no liability for the content of posted or uploaded material. Please contact DF&I concerning any mistakes, defamation, slander, libel, omissions, falsehoods, obscenity, pornography, or profanity you may encounter on this Site. DF&I reserves the right, in its sole discretion, to remove or edit any material posted by you that is determined to be harmful, offensive, or otherwise inappropriate.
A. You agree to indemnify, defend and hold harmless DF&I and its affiliates and their officers, directors, employees, contractors, agents, licensors, service providers, subcontractors and suppliers from and against any and all losses, liabilities, expenses, damages and costs, including reasonable attorneys’ fees and court costs, arising or resulting from your use of the Site and any violation of these Terms. If you cause a technical disruption of the Site or the systems transmitting the Site to you or others, you agree to be responsible for any and all losses, liabilities, expenses, damages and costs, including reasonable attorneys’ fees and court costs, arising or resulting from that disruption.
B. YOUR USE OF THIS SITE IS AT YOUR SOLE RISK. THE SITE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. WE RESERVE THE RIGHT TO RESTRICT OR TERMINATE YOUR ACCESS TO THE SITE OR ANY FEATURE OR PART THEREOF AT ANY TIME. DF&I EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND ANY WARRANTIES THAT MATERIALS ON THE SITE ARE NON-INFRINGING, AS WELL AS WARRANTIES IMPLIED FROM A COURSE OF PERFORMANCE OR COURSE OF DEALING; THAT ACCESS TO THE SITE WILL BE UNINTERRUPTED OR ERROR-FREE; THAT THE SITE WILL BE SECURE; THAT THE SITE OR THE SERVER THAT MAKES THE SITE AVAILABLE WILL BE VIRUS-FREE; OR THAT INFORMATION ON THE SITE WILL BE COMPLETE, ACCURATE OR TIMELY. IF YOU DOWNLOAD ANY MATERIALS FROM THIS SITE, YOU DO SO AT YOUR OWN DISCRETION AND RISK. YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIALS. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM DF&I OR THROUGH OR FROM THE SITE SHALL CREATE ANY WARRANTY OF ANY KIND. DF&I DOES NOT MAKE ANY WARRANTIES OR REPRESENTATIONS REGARDING THE USE OF THE MATERIALS ON THIS SITE IN TERMS OF THEIR COMPLETENESS, CORRECTNESS, ACCURACY, ADEQUACY, USEFULNESS, TIMELINESS, RELIABILITY OR OTHERWISE.
C. YOU ACKNOWLEDGE AND AGREE THAT YOU ASSUME FULL RESPONSIBILITY FOR YOUR USE OF THE SITE. YOU ACKNOWLEDGE AND AGREE THAT ANY INFORMATION YOU SEND OR RECEIVE DURING YOUR USE OF THE SITE MAY NOT BE SECURE AND MAY BE INTERCEPTED BY UNAUTHORIZED PARTIES. YOU ACKNOWLEDGE AND AGREE THAT YOUR USE OF THE SITE IS AT YOUR OWN RISK AND THAT THE SITE IS MADE AVAILABLE TO YOU AT NO CHARGE. RECOGNIZING SUCH, YOU ACKNOWLEDGE AND AGREE THAT, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, NEITHER DF&I NOR ITS AFFILIATES, SUPPLIERS OR THIRD PARTY CONTENT PROVIDERS WILL BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, EXEMPLARY, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR OTHER DAMAGES ARISING OUT OF OR IN ANY WAY RELATED TO THE SITE, OR ANY OTHER SITE YOU ACCESS THROUGH A LINK FROM THIS SITE OR FROM ANY ACTIONS WE TAKE OR FAIL TO TAKE AS A RESULT OF COMMUNICATIONS YOU SEND TO US, OR THE DELAY OR INABILITY TO USE THE SITE, OR FOR ANY INFORMATION, PRODUCTS OR SERVICES ADVERTISED IN OR OBTAINED THROUGH THE SITE, DF&I AS REMOVAL OR DELETION OF ANY MATERIALS SUBMITTED OR POSTED ON ITS SITE, OR OTHERWISE ARISING OUT OF THE USE OF THE SITE, WHETHER BASED ON CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, EVEN IF DF&I, ITS AFFILIATES OR ANY OF ITS SUPPLIERS HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. THIS DISCLAIMER APPLIES, WITHOUT LIMITATION, TO ANY DAMAGES OR INJURY ARISING FROM ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DELETION, DEFECTS, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUSES, FILE CORRUPTION, COMMUNICATION-LINE FAILURE, NETWORK OR SYSTEM OUTAGE, YOUR LOSS OF PROFITS, OR THEFT, DESTRUCTION, UNAUTHORIZED ACCESS TO, ALTERATION OF, LOSS OR USE OF ANY RECORD OR DATA, AND ANY OTHER TANGIBLE OR INTANGIBLE LOSS. YOU SPECIFICALLY ACKNOWLEDGE AND AGREE THAT NEITHER DF&I NOR ITS SUPPLIERS SHALL BE LIABLE FOR ANY DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT OF ANY USER OF THE SITE. YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY OF THE ABOVE CLAIMS OR ANY DISPUTE WITH DF&I IS TO DISCONTINUE YOUR USE OF THE SITE. YOU AND DF&I AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE SITE MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES OR THE CAUSE OF ACTION IS PERMANENTLY BARRED.
DF&I will respond to notices of alleged copyright infringement that comply with applicable law and this section of these Terms. In accordance with the U.S. Digital Millennium Copyright Act (17 U.S.C. § 512) (“DMCA”), if you believe any content accessible on the Site infringes your copyright, you may request removal of that content from the Site by submitting written notice, with your physical or electronic signature, to our Copyright Agent designated below that includes the following information (the “DMCA Notice”):
DMCA Notices may be sent to us at [email protected]. If you knowingly materially misrepresent that any content on the Site is infringing your copyright, you may be held liable for damages (including costs and attorneys’ fees) under the DMCA.
A. You agree that no joint venture, partnership, employment or agency relationship exists between you and DF&I as a result of these Terms or your use of the Site.
B. If any provision of these Terms shall be deemed unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from these Terms and shall not affect the validity and enforceability of any remaining provisions. These Terms, together with the Privacy Policy and other posted policies on the Site, together represent the entire agreement between DF&I, on the one hand, and you, on the other, relating to the subject matter hereof. We may assign the Site and our rights and duties under these Terms, the Privacy Policy and other posted policies in connection with any reorganization, change of control or asset sale in our sole discretion. No course of conduct or trade practice will be deemed to modify these Terms in any respect.
C. If any provision of these Terms shall be deemed unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from these Terms and shall not affect the validity and enforceability of any remaining provisions.
D. References 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 DF&I.
E. DF&I is under no obligation to post, forward, distribute or otherwise provide any material available on this Site, and so we have an absolute right to remove any material from the Site in our sole discretion at any time.
F. These Terms and any disputes directly or indirectly arising from or relating to the same shall be governed by and construed in accordance with the laws of the State of [●], without regard to principles of conflicts of law. By using this Site, you hereby consent and agree to the exclusive jurisdiction of the state and federal courts located in Virginia for all suits, actions, or proceedings directly or indirectly arising out of or relating to these Terms, and waive any and all objections to such courts, including, but not limited to, objections based on improper venue or inconvenient forum, and you hereby irrevocably submits to the jurisdiction of such courts in any suits, actions, or proceedings arising out of or relating to these Terms.