1995年9月11日 ＜ CompuServe会員規約 ＞ 本規約は、米国CompuServe社（以下CompuServeという）が提供するパソコン通信サー ビスCompuServe Information Service（以下サービスという）の利用のために、ニフ ティ株式会社（以下ニフティという）がCompuServeの代理店としてCompuServeの承認 のもとに、サービスの利用のための会員登録方法及び利用料金徴収などに関して取り 決めるものです。 第１条（本規約の範囲および変更） サービスまたはニフティが提供するパソコン通信サービスNIFTY-Serve（以下NIFTY- Serveという）のオンラインなどを通じ随時、会員に対して発表される諸規定は本規 約の一部を構成し、会員は、これを承諾します。また、CompuServeおよびニフティは、 会員の了承を得ることなく本規約を変更することがあり、会員はこれを承諾します。 この変更はサービスもしくはNIFTY-ServeのオンラインまたはCompuServeもしくはニ フティが提供する手段を通じて発表します。 第２条（会 員） 会員には、ニフティの指定する手続きにもとづき、本規約およびCompuServeが規定す る「COMPUSERVE ONLINE INFORMATION SERVICE AGREEMENT TERMS（以下COMPUSERVE AGREEMENTという）」を承諾のうえ、ニフティにサービスの利用を申し込み、ニフテ ィがCompuServeの了承のもとに、入会の承認をした一般会員およびビジネスアカウン ト会員があります。 第３条（会員番号およびパスワードの管理責任） 会員は、会員番号としてCompuServeの了承のもとに、ニフティより付与された番号 （以下ＩＤという）およびパスワードを第三者に譲渡もしくは利用させたり、売買、 名義変更、質入などすることはできません。会員は、本規約にもとづき付与された ＩＤおよびパスワードの管理、使用について責任を持つものとし、ニフティおよび CompuServeに損害を与えることのないものとします。会員は、当該ＩＤおよびパス ワードでのサービスの利用に関する責任を負うものとし、自己の責任によりその利 用に係わる一切の債務を支払うものとします。 第４条（ビジネスアカウント会員） CompuServeの了承のもとに、ニフティによりビジネスアカウント会員への加入を承認 された場合、ビジネスアカウント・ナンバーが付与されます。また、会員申込が行わ れた会員に、ＩＤおよびパスワードが付与されます。ビジネスアカウント会員の申込 を行った法人は、ビジネスアカウント会員に、本規約の各条項およびCOMPUSERVE AGREEMENTの各条項を遵守させるものとします。 第５条（変更の届け出） 会員は、住所、クレジットカードの番号、有効期限、その他ニフティへの届け出内容 に変更があった場合には、速やかに所定の変更届け出をニフティに行うものとします。 なお、婚姻による姓の変更など、ニフティが承認した場合を除き、登録された氏名の 変更を行うことはできません。 第６条（損害賠償） ニフティおよびCompuServeはサービスの利用により発生した会員の損害すべてに対し、 いかなる責任をも負わないものとし、一切の損害賠償をする義務はないものとします。 会員がサービスの利用によって第三者に対して損害を与えた場合、会員は自己の責任 と費用をもって解決し、ニフティおよびCompuServeに損害を与えることのないものと します。会員が本規約またはCOMPUSERVE AGREEMENTに反した行為、または不正もしく は違法な行為によってニフティまたはCompuServeに損害を与えた場合、ニフティおよ びCompuServeは当該会員に対して相応の損害賠償の請求を行うことができるものとし ます。 第７条（情報の取り扱い） 会員は、サービスを通じて入手したいかなる情報も、下記の国向けに直接提供または 第三者をして提供できないものとします。 記 アフガニスタン・イスラム共和国、アルバニア共和国、カンボジア、 キューバ共和国、イラン・イスラム共和国、イラク共和国、 ラオス人民民主共和国、社会主義人民リビア・アラブ国、モンゴル国、 シリア・アラブ共和国、朝鮮民主主義人民共和国、イエメン共和国 上記の国名は状況変化などにより、ニフティまたはCompuServeの判断にてその都度 変更できるものとします。 第８条（サービスの提供範囲および利用限度額の設定） ニフティおよびCompuServeは自己の判断にもとづき、各会員ごとにサービスの提供範 囲の制限を設定または変更することがあります。また、ニフティおよびCompuServeは 同様に、各会員ごとにサービスの利用限度額を設定または変更することができるもの とします。 第９条（サービスの利用料金など） サービスの利用料金、算定方法およびその支払い方法などは別途定める内容に従うも のとします。なお、個別に支払い方法が規定されている場合には、その条件に従うも のとします。会員は利用料金などに係わる消費税およびその他賦課される税を負担す るものとします。また、ニフティはビジネスアカウント、銀行振替およびその他支払 い方法により、最低利用料金を設定または変更する場合があります。 第１０条（サービスの利用料金などの支払い） サービスの利用料金などの支払いに関しては、下記の外、各会員ごとにニフティが承 認した一つによるものとします。 また、利用料金などの支払いは、毎月行うものと しますが、クレジットカード会社、収納代行会社、金融機関などで別途利用条件、支 払い条件、利用限度額の設定などの規定がある場合には、それらに従うものとします。 会員と当該クレジットカード会社、収納代行会社、金融機関などの間で紛争が発生し た場合は、当該当事者双方で解決するものとしニフティおよびCompuServeには一切の 責任はないものとします。 （１）クレジットカードによる支払い ニフティが承認したクレジットカード会社の発行するクレジットカードによ り、クレジットカード会社の規約にもとづき支払うものとします。 （２）預金口座振替による支払い 別途定める「預金口座振替による会員登録申込書」に記載された内容に従うも のとしますが、ニフティが指定した収納代行会社を通じ、請求するものとし、 その方法は収納代行会社が定める方法で行うものとします。 （３）ビジネスアカウント会員 別途定めるビジネスアカウント会員申し込み書に記載された内容に従うものと します。 第１１条（延滞利息） 利用料金などの支払いは、毎月行うものとし、支払い期日を過ぎても支払いが行われ ない場合は、会員は支払い期日の翌日から支払いの日の前日までの日数に、年１４．５ ％の割合で計算される金額を延滞利息として、利用料金などと一括して、ニフティが 指定した日までに支払うものとします。 第１２条（会員資格の取消） 会員が、次の各号の一つにでも該当する場合は、ニフティおよびCompuServeは当該会 員の会員資格を会員に何ら通知および催告することなく、一時停止または取り消すこ とができます。この場合ニフティおよびCompuServeはすでにお支払いいただいた利用 料金の払い戻しなどは、一切行いません。 （１）入会時に虚偽申告をした場合 （２）入力されている情報の改ざんを行った場合 （３）ＩＤまたはパスワードを不正に使用した場合 （４）サービスの運営を妨害した場合 （５）サービスの利用料金などの支払い債務の履行を遅滞し、または支払いを拒否 した場合 （６）クレジットカード会社、収納代行会社、金融機関などにより、会員の指定し たクレジットカードや支払い口座の利用が停止させられた場合 （７）本規約またはCOMPUSERVE AGREEMENTのいずれかの条項に違反した場合 （８）その他ニフティまたはCompuServeが会員として不適当と判断した場合 第１３条（退 会） 会員が退会する場合は、退会しようとする日の１ヵ月前までに所定の書式にてニフテ ィに届け出るものとし、ニフティおよびCompuServeに対する債務の全額をただちに支 払うものとします。ニフティおよびCompuServeは既にお支払いいただいた利用料金の 払い戻しなどは一切行いません。 第１４条（専属的合意管轄裁判所） 会員とニフティの間で、訴訟の必要が生じた場合、ニフティの本社所在地を管轄する 裁判所を会員とニフティの専属的合意管轄裁判所とします。 また、会員とCompuServeの間で訴訟の必要が生じた場合は、CompuServeが指定する裁 判所を会員とCompuServeの専属的合意管轄裁判所とします。 第１５条（COMPUSERVE AGREEMENT） 会員はCompuServeが規定する「COMPUSERVE ONLINE INFORMATION SERVICE AGREEMENT」 に合意することに同意します。 付則 この規約は平成７年９月１１日から実施します。 -COMPUSERVE ONLINE SERVICE AGREEMENT- Member is a party to this Member Agreement with CompuServe Incorporated. CompuServe Incorporated is a United States corporation organized under the laws of the State of Ohio, USA. The address of CompuServe's worldwide headquarters is 5000 Arlington Centre Boulevard, Columbus, Ohio (USA) 43220. Some beginning points to understand: A. WHO MAY USE THE SERVICE -- SUPERVISION. Using the Service requires that you be a Member of the Service, or that you have permission of a Member to use that Member's CompuServe account. Even if you are not yourself a Member, you still must comply with these terms if you gain access to or use the Service. In fact, Member agrees to supervise and be fully responsible for all use by others of the Member's CompuServe account. (More on this in the terms below.) B. ABOUT COMPUSERVE MEMBERSHIP AND ACCOUNTS. A "Member" is a person who, being at least 18 years of age, has agreed to this Member Agreement, is legally able to enter into contracts and whose name and other necessary billing and identifying information are reflected on CompuServe's records as the person responsible for a particular CompuServe account. Note that an "account" is simply a means of access to the Service that is recognized by CompuServe as such with an associated account number, billing information and Member name. (More on this in the terms below.) C. PRICING AND BILLING DETAILS. Please pay close attention to the terms referred to below regarding pricing and billing information. Some of these terms are located in a separate document on the Service but nevertheless make up an important part of this contract -- they are in a separate document (or documents) for the sake of convenience and also because they contain pricing and billing options and plans that you may choose from or that otherwise simply might not apply to or be available to each and every Member. D. CHANGES. Also pay close attention to the terms below regarding changes to both the Service and this Member Agreement that are possible from time to time since these changes can affect the contract rights and obligations between you and CompuServe and can also affect the makeup and nature of the Service itself. This Member Agreement, including any later modifications, will be available online for later reference (e.g., GO RULES). E. YOUR RIGHT TO CANCEL. Please note that although these terms provide CompuServe with significant flexibility and discretion in the operation of the Service, they also provide the Member with the right to cancel the Member's account at any time -- although certain procedures must be followed to do so validly. (More on this in the terms below.) The rest of the terms of this Member Agreement are organized into five "Parts" for easier reference: Part I -- The Service, Membership and This Member Agreement; Part II -- Payment; Part III -- Permitted Use and Restrictions on Use; Part IV -- Grant of Important Rights by Member to CompuServe, and 　　　　　　　　Important Disclaimers to, Acknowledgments by and Obligations of Member; and Part V -- General (Note: Although located at the end of this Member Agreement, these terms are important.). PART I THE SERVICE, MEMBERSHIP AND THIS MEMBER AGREEMENT 1. THE SERVICE The CompuServe information service (the "Service") consists of (A) computing services, information-related services, software, information and other content provided by CompuServe, as well as (B) access to services, software, information and other content provided by parties other than CompuServe (collectively, "Acquired Material"). 2. MODIFICATIONS; RIGHTS OF CANCELLATION OR SUSPENSION 2.1 MODIFICATION OF THIS MEMBER AGREEMENT. Upon notice published over the Service, CompuServe may at any time modify this Member Agreement, including, without limitation, pricing and billing terms. 2.2 MODIFICATION OF THE SERVICE. CompuServe may discontinue, add to or revise any or all aspects of the Service in its sole discretion and without notice, including access to support services, publications and other products or services ancillary to the Service or membership. In particular, CompuServe specifically reserves the right in its sole discretion to modify, supplement, delete, discontinue or remove any software,file, publications, information, communication or other content appearing on or transmitted through the Service. 2.3 TERMINATION BY MEMBER. Member is free, if CompuServe modifies this Member Agreement, the Service or related pricing or billing terms, to immediately terminate Members account and this Member Agreement, and Member may also do so at any other time and for any reason or for no reason. Member shall carry out any termination, however, in accordance with the method or methods established by CompuServe; failure to do so may delay or prevent CompuServe from knowing that a termination was intended. Instructions for cancellation are provided online (e.g., GO CANCEL). 2.4 TERMINATION OR SUSPENSION BY COMPUSERVE. CompuServe may terminate the Member's account and this Member Agreement in the event of any breach of this Agreement by Member or a user of Member's account. CompuServe reserves the right in its sole discretion to terminate the Member's account and this Member Agreement at any time or to suspend (with or without notice) or terminate access to or use of the Service, in whole or in part, with respect to any Member (and/or with respect to any user of Member's account) at any time. Unless CompuServe has determined there is a breach, then CompuServe shall be required to provide 30 days notice of termination. 2.5 CONTINUATION OF OBLIGATIONS. Notwithstanding any cancellation or termination of this Member Agreement or any account, nor any suspension or termination of access to or use of the Service, Member will remain responsible for any obligations then accrued, including payment of any charges that may be due as of or in connection with such actions. Member's payment and other obligations under this Member Agreement are not suspended or affected by a suspension of access to or use of the Service, in whole or in part, due to a violation (actual, threatened or alleged) of this Agreement or of any law or legal obligation by Member or any user of Member's account. 3. WHO MAY USE THE SERVICE? -- RESPONSIBILITY AND SUPERVISION 3.1 AGE AND ACCOUNT SETUP. Member represents that Member is at least 18 years of age and has the right and ability to enter into this Member Agreement. Member agrees that Member is responsible for installing, establishing and setting up, and for verifying and maintaining, the account, options, settings and other parameters under which the Service is used, including (without limitation) all related passwords and user identification information. These account functions may be performed only by a person at least 18 years of age, without exception. 3.2 MULTIPLE USE OF ACCOUNT. Multiple members of the same household as Member may share a single Member ID number and account, if authorized by Member to use the account. However, only one person is authorized to access the Service at any given time through the same Member ID number or account, unless otherwise permitted by CompuServe. 3.3. MEMBER RESPONSIBILITY. Member shall be responsible for all access to and use of the Service through Member's account or password(s). Permitted users of Member's account are limited to family members with the same permanent residence as Member. Member acknowledges that Member is aware that areas accessible on or through the Service may contain material that is unsuitable for minors (persons under 18 years of age). Member agrees to supervise usage of the Service by minors who use the Service through Member's account, including, without limitation, the use of e-mail, "chat", "conferencing," shopping or purchasing functions and other communications features and the accessing, viewing and other use of the World Wide Web and all other Internet sites, services, products, features and content. Member hereby ratifies and confirms any obligations a minor using Member's account enters into or assumes and any promises or permissions such minor makes or gives. PART II PAYMENT 4. FEES AND PAYMENT 4.1 FEES, TAXES AND OTHER CHARGES. Member shall pay, in accordance with the provisions of the billing option selected by Member, any registration or monthly fees, connect time charges, minimum charges and other amounts charged to or incurred by Member, or by users of Member's account, at the rates in effect for the billing period in which those amounts are charged or incurred, including but not limited to charges for any purchases made or facilitated through the Service and any communications charges or surcharges incurred while using any supplemental networks or services other than the Service. Member shall pay all applicable taxes related to use of the Service by Member or by users of Member's account. Information on charges and surcharges (if any) that are to be paid to CompuServe and are incurred by Member or by users of Member's account will be made available to the Member online, and Member agrees that this is sufficient notice for all purposes as to charges incurred and paid or to be paid to CompuServe. Although certain areas of the Service may be designated as free of charge, Member acknowledges that CompuServe incurs substantial costs in maintaining these areas. Accordingly, if in CompuServe's judgment the Member's account reflects an excessive number of hours in such areas, CompuServe reserves the right to charge for such excess at normal connect time rates. Additional terms relating to pricing, billing and payment and which are an integral part of this Member Agreement are set forth and available online (e.g., GO BILLING; GO RATES). 4.2 COMMENCEMENT AND DURATION OF MEMBERSHIP FEES. Member acknowledges that (subject to any exceptions granted by CompuServe) a monthly membership fee will apply for each month (or portion thereof) one is a Member. Membership will continue until Member cancels the account in accordance with the method or methods established by CompuServe (unless otherwise sooner terminated in accordance with this Member Agreement). As provided for above, membership may be canceled by Member at any time. The monthly membership fee shall cease to apply for any months after the billing month in which Member duly cancels. 4.3 ANCILLARY EQUIPMENT, SERVICES. Member is responsible for and must purchase or otherwise provide all telephone and other equipment and services necessary to access and use the Service. 4.4 CORPORATE BUSINESS ACCOUNTS. If Member's account is a qualified business account and approved by CompuServe for corporate billing, charges for the services provided under this Member Agreement will be accumulated and identified by Member ID number and will normally be invoiced following the end of the month in which the service is provided. Terms of payment on all charges are net, ten (10) days in the currency in which billed. If any payment due hereunder is not made by the Member within thirty (30) days after the invoice date, late charges of one and one-half percent (1 1/2%) per month shall be due and payable with respect to such payment, and CompuServe may, in addition, at its sole discretion and without notice to the Member, (a) suspend its performance under this Member Agreement and the Member's and its designated users' access to and use of the Service, or (b) terminate this Member Agreement and Member's and its designated users' access to and use of the Service. For accounts not approved by CompuServe for corporate billing, Member must provide payment by credit card or other billing mechanism approved by CompuServe. Notwithstanding any acknowledgment of a Member purchase order by CompuServe, any provision or condition in any purchase order, voucher, or other memorandum of the Member which is in any way inconsistent with, or adds to, the provisions of this Member Agreement is null and void. PART III PERMITTED USE AND RESTRICTIONS ON USE 5. SOFTWARE LICENSE Subject to the terms of this Member Agreement, CompuServe grants to Member a personal, non-exclusive, nonassignable and nontransferable license to use and display the software provided by or on behalf of CompuServe for purposes of accessing the Service ("Software") on any machine(s) of which Member is the primary user or which Member authorizes for use. Unauthorized copying of the Software, including software that has been modified, merged or included with the Software, or the written materials associated therewith is expressly forbidden. Member may not sublicense, assign or transfer this license or the Software except as permitted by CompuServe. Any attempt to sublicense, assign or transfer any of the rights, duties or obligations under this license is void. 6. COPYRIGHT AND LEGAL COMPLIANCE Copyrighted material may not be placed on the Service without the permission of the owner(s) or person(s) they specifically authorize to give such permission. Only the owners themselves, plus any persons so authorized, may upload copyrighted material to the Service. Member may download copyrighted material for Member's own use. Except as expressly provided for by copyright law, copying, distribution, display, performance, modification and publication of copyrighted material must be with the express permission of CompuServe and the owner(s) or such authorized person(s), if the owner is other than CompuServe. Permission must be specified in a document or on the Service, and must be obtained directly from CompuServe and the owner(s) or such authorized persons(s), if the owner is other than CompuServe. In any use of copyrighted material, any changes to or deletion of author attribution or copyright notice are prohibited. Software or tools downloaded or otherwise available through access to or use of the Service may not be reverse engineered or otherwise tampered with unless specifically authorized by the owner of the rights in the software or tools. 　　 Any Member may upload public domain material to the Service. Any Member may download public domain material for Member's own use or non-commercially redistribute such public domain material. Member is responsible for and assumes all risks regarding the determination of whether material is in the public domain. 7. SPECIFIC RESTRICTIONS ON USE OF THE SERVICE 7.1 PROHIBITED CONDUCT. Member agrees not to upload, post or otherwise publish on or over the Service, and not to seek on or over the Service, any software, file, information, communication or other content: (a) which violates or infringes upon the rights of any other; (b) which, under the circumstances and in CompuServe's good faith judgment, is, or is likely to be perceived by an intended recipient or target as, defamatory, deceptive, misleading, abusive, profane, offensive or inappropriate; (c) which constitutes a threat to, harassment of, or stalking of another; (d) which adversely affects the performance or availability of the Service or CompuServe resources; (e) which contains any virus, worm, cancelbot, harmful component or corrupted data; or (f) which, without the approval of CompuServe, contains any advertising, promotion or solicitation of goods or services for commercial purposes. This Section 7.1 shall not be interpreted to restrict Member from utilizing mail services in conducting a legitimate business except that Member may not, without the approval of CompuServe, send unsolicited advertising or promotional material. Member agrees not to intercept e-mail or engage in "spamming" or any similar conduct. 7.2 ILLEGAL OR COMPETITIVE PURPOSES. Member agrees not to use the Service nor any of its elements or related facilities or capabilities to conduct any business or activity, or solicit the performance of any activity, which is prohibited by or would violate any applicable law, rule, regulation or legal obligation, nor to solicit others to subscribe to or use competitive information services or facilities. 7.3 COMPLIANCE WITH LAWS. Member agrees to comply with all applicable laws, rules and regulations in connection with the Service, its use of the Service and this Member Agreement. 7.4 LIMITATION ON USE OF CONTENT. Except as expressly permitted in this Member Agreement, neither Member nor any user of Member's account may reproduce, distribute, transmit, publish or otherwise transfer, or commercially exploit, any software, file, information, communication or other content received or accessed through the Service. PART IV GRANT OF IMPORTANT RIGHTS BY CUSTOMER TO COMPUSERVE, AND IMPORTANT DISCLAIMERS TO, ACKNOWLEDGMENTS BY AND OBLIGATIONS OF MEMBER 8. COPYRIGHT AND LICENSES 8.1 RESERVATION OF RIGHTS BY COMPUSERVE. CompuServe reserves all copyrights and other rights in and to any content available through the Service and is identified as, claimed by CompuServe as, or known by Member to be, proprietary to CompuServe (or its licensors). The content on the Service is protected under applicable copyright law, including as a collective work. All copying, modification, distribution, publication or other use by Member, or by any user of Member's account, of any such content or other works is prohibited, except as expressly permitted by CompuServe. 8.2 GRANT OF LICENSE TO COMPUSERVE. Each Member, and any user of a Member's account, who places or has placed software, a file, information, communication or other content on, in, over or through the accessible areas of the Service grants to CompuServe (and to CompuServe's designated licensees, transferees, designees and contractors) a non-exclusive, paid-up, perpetual and worldwide right to copy, distribute, display, perform, publish, translate, adapt, modify and otherwise use in connection with CompuServe's business (and that of CompuServe's designated licensees, transferees, designees and contractors), such software, files, information, communications and other content, regardless of the medium, technology or form utilized by CompuServe in exercise of this grant. Subject to this grant, each Member who places software, files, information, communications or other content on the Service retains any rights Member may have in such content. 9. NO ENDORSEMENT CompuServe does not endorse or in any way vouch for the accuracy, completeness, truthfulness or reliability of any service, opinion, advice, communication, information or other content on or made available through the Service. None of such content should be construed or understood to constitute or reflect the views or approval of CompuServe. CompuServe does not recommend that such content be relied on for reaching important decisions or conclusions without appropriate verification by the Member or user and, as appropriate, professional advice. 10. INTERNET Member acknowledges that Internet sites not created by CompuServe, and use of the Internet, might consist of, include and/or provide access to images, sound, messages, text, services or other content and material that may be unsuitable for minors and that may be objectionable to many adults. Member acknowledges that CompuServe is not responsible for any such content or material and agrees that access to same through use of the Service is at Member's sole risk. Member acknowledges that, when using the Internet, Member often will be using a physical network other than CompuServe's network, and content distinct from that available on the Service. The reliability, availability, legality, performance and other aspects of resources accessed through the Internet are beyond CompuServe's reasonable control and are not in any way warranted or supported by CompuServe or its third party contractors. Member acknowledges that safeguards relative to copyright, ownership, appropriateness, reliability, legality and integrity of content may be entirely lacking with respect to the Internet and content accessible through it. Member confirms that Member assumes all risk and liability of any use of the Internet through Member's account, including Member's continuous compliance with the Member Agreement. This Section 10 provides certain emphasis with respect to the Internet; it shall not be construed to imply obligations on CompuServe regarding other matters pertinent to this Member Agreement. 11. USE AND CONTROL OF INFORMATION; MEMBER COMMUNICATION; ADS CompuServe may, without obligation, liability or notice, except to the extent prohibited by applicable law, distribute, loan, sell or otherwise share with other persons or entities user lists as well as aggregate information. Aggregate information includes information constituting or descriptive of demographic information, habits, usage patterns, preferences, survey data or other descriptive or related data which do not rely on providing to recipients the identity of any particular user of the Service. This shall not be construed to limit CompuServes use of other information not addressed in this Section 11. CompuServe will be free, in its reasonable good faith discretion and without notice, to provide Member and user information and records to the courts, law enforcement agencies, or others involved in prosecuting claims or investigations for conduct or conditions alleged or believed to be illegal or to violate or threaten the rights of any person or entity, and to maintain and use internally such information and records. Information generated by or in connection with CompuServe's administration of the Service shall be and remain the exclusive property of CompuServe. CompuServe may also from time to time provide online, telefax, telephone, email, mail and other communications to its Members and users on matters pertaining to the Service, its features, its sponsors or its use without compensation to them or reimbursement of costs for doing so, but shall do so reasonably and in good faith. Member acknowledges that communications with CompuServe, its representatives and its contractors may be monitored or reviewed for quality control and other reasonable business purposes. Member also acknowledges that advertising and promotion may occur on the Service and also that neither Member nor any user shall in any event have any claim with respect to any proceeds from such activities. 12. DISCLAIMER OF WARRANTIES AND EXCLUSION OF LIABILITY 12.1 DISCLAIMER OF WARRANTIES, LIABILITY AND RESPONSIBILITY. MEMBER EXPRESSLY AGREES THAT USE OF THE SERVICE IS AT MEMBER'S SOLE RISK. NEITHER COMPUSERVE NOR ANY OF ITS INFORMATION OR CONTENT PROVIDERS, SERVICE PROVIDERS, LICENSORS, EMPLOYEES OR AGENTS WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR FREE; NOR DOES COMPUSERVE OR ANY OF ITS INFORMATION OR CONTENT PROVIDERS, SERVICE PROVIDERS, LICENSORS, EMPLOYEES OR AGENTS MAKE ANY WARRANTY AS TO THE RESULTS TO BE OBTAINED FROM USE OF THE SERVICE. THE SERVICE IS DISTRIBUTED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF TITLE OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR OTHERWISE, EXCEPT FOR THOSE WARRANTIES, IF ANY, WHICH ARE IMPLIED BY, AND INCAPABLE OF EXCLUSION, RESTRICTION OR MODIFICATION UNDER, THE LAWS APPLICABLE TO THIS MEMBER AGREEMENT. 12.2 LIMITATION OF LIABILITY. NEITHER COMPUSERVE NOR ANY OF ITS INFORMATION OR CONTENT PROVIDERS, SERVICE PROVIDERS, LICENSORS, EMPLOYEES OR AGENTS SHALL BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF USE OF THE SERVICE OR INABILITY TO USE THE SERVICE OR OUT OF ANY BREACH OF ANY REPRESENTATION OR WARRANTY. WITHOUT IN ANY WAY LIMITING THE FOREGOING, COMPUSERVE SHALL IN NO EVENT HAVE, IN THE AGGREGATE, ANY LIABILITY WHATSOEVER IN CONNECTION WITH THIS MEMBER AGREEMENT IN EXCESS OF AN AMOUNT EQUAL TO THREE TIMES THE FEES OWED COMPUSERVE HEREUNDER FOR THE MONTHLY BILLING PERIOD IMMEDIATELY PRECEDING THE DATE OF THE FIRST CLAIM HEREUNDER ALLEGING LIABILITY. 12.3 APPLICABILITY OF PROVISIONS TO CIRCUMSTANCES INVOLVING OTHERS. MEMBER EXPRESSLY ACKNOWLEDGES THAT THE PROVISIONS OF THIS SECTION 12 SHALL ALSO APPLY TO ANY AND ALL CLAIMS RELATING TO "ACQUIRED MATERIAL" AND ANY OTHER CONTENT AVAILABLE THROUGH THE SERVICE. MEMBER AGREES THAT IT WILL NOT IN ANY WAY HOLD COMPUSERVE RESPONSIBLE FOR ANY SELECTION OR RETENTION OF, OR THE ACTS OR OMISSIONS OF, THIRD PARTIES IN CONNECTION WITH THE SERVICE (INCLUDING THOSE WITH WHOM COMPUSERVE CONTRACTS TO OPERATE VARIOUS AREAS ON OR FEATURES OF THE SERVICE). 12.4 FULL APPLICABILITY. THE FOREGOING EXCLUSIONS OR LIMITATIONS OF LIABILITY APPLY REGARDLESS OF ANY ALLEGATION OR FINDING THAT A REMEDY FAILED OF ITS ESSENTIAL PURPOSE, REGARDLESS OF THE FORM OF ACTION OR THEORY OF LIABILITY (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE) AND EVEN IF COMPUSERVE OR OTHERS WERE ADVISED OR AWARE OF THE POSSIBILITY OR LIKELIHOOD OF SUCH DAMAGES OR LIABILITY. 12.5 POSSIBLE EXCEPTIONS. SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MIGHT NOT APPLY TO THAT EXTENT. 13. INDEMNITY Member agrees to indemnify CompuServe against all claims, liability, damages, costs and expenses, including but not limited to reasonable attorneys fees, arising out of or related to any and all use of Member's account. This includes, without limitation, responsibility for all such consequences of Members (or that of any user of Member's account) violation of this Member Agreement or placement on or over, or retrieval from or through, the Service of any software, file, information, communication or other content. 14. THIRD PARTY BENEFICIARIES The provisions of Sections 7.4, 12 and 13 are for the benefit of CompuServe and its respective contractors, information or content providers, service providers, licensors, employees and agents; and each shall have the right to assert and enforce such provisions directly on its own behalf. PART V GENERAL 15. LIMITS ON TRANSFERS; OTHER LIMITS Unless otherwise agreed in writing, Member's right to use the Service, or to designate other users of its account, is not transferable and is subject to any limits established by CompuServe, or by Member's credit card company or other billing institution, as applicable. 16. CHOICE OF LAW This Member Agreement is made in the State of Ohio. This Member Agreement and all of the parties respective rights and duties in connection herewith shall be governed by and construed in accordance with the laws of the United States of America and, excluding conflicts rules, of the State of Ohio. Any cause of action of Member, or by users of Member's account, with respect to the Service or this Member Agreement must be instituted within one year after the claim or cause of action has arisen or be barred. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Member Agreement and it is acknowledged that this is a services contract and not a contract for the sale of goods. Member grees that this Member Agreement is set forth in the English language for the mutual convenience and benefit of the parties. 17. CONSTRUCTION AND DELEGATION Neither the course of conduct between parties nor trade practice shall act to modify the provisions of this Member Agreement. CompuServe may authorize or allow its contractors and other third parties to provide to CompuServe and/or to Member services necessary or related to making the Service available and to perform obligations and exercise rights of CompuServe under this Member Agreement, and may collect payment on their behalf, if applicable. The provisions of Sections 8, 9, 11, 12, 13, 14, 16, 17, 18 and 19, and all other provisions hereof which by their nature should continue, shall survive any termination of this Member Agreement. 18. MISCELLANEOUS Where notification by CompuServe is contemplated by or related to this Member Agreement, notice may be made by any reasonable means, including, but not limited to, email or publication over the Service. If any term of this Member Agreement is found by a court of competent jurisdiction to be invalid, illegal or unenforceable, it shall be construed in such a way as to eliminate the offending aspects while still giving as much effect as possible to the intentions of such term. If this cannot be done and the entire term is invalid, illegal or unenforceable and cannot be so repaired, then the term shall be considered to be stricken from this Member Agreement as if it had not been included from the beginning. In any such case, the balance of this Member Agreement shall remain in effect in accordance with its remaining terms notwithstanding such invalid, illegal or unenforceable term. CompuServe may enforce or decline to enforce any or all of the terms of this Member Agreement in its sole discretion. In no event shall CompuServe be required to explain, comment on, suffer liability for or forfeit any right or discretion based on its enforcement, non-enforcement or consistency of enforcement of these terms. Captions used in this document are for convenience only and shall not be considered a part of this Member Agreement or be used to construe its terms or meaning. 19. ENTIRE AGREEMENT This Member Agreement, as published over the Service, as well as the additional online documents specifically referred to herein as being a part of this Member Agreement, constitute the entire and only agreement with respect to the subject matter hereof (collectively, the "Member Agreement") between CompuServe and Member, applicable also to all users of Members account. This Member Agreement supersedes all representations, proposals, inducements, assurances, promises, agreements and other communications with respect to the subject matter hereof except as expressly set forth in this document. By executing the online sign-up procedure, Member agrees to the terms and conditions of this Member Agreement. This Member Agreement can be amended only in the manner expressly provided for in this Agreement. [END OF AGREEMENT] Rev. 9/17/96 [60917mem.ag]