Key Multimedia Greetings/Key_Multimedia_Greetings_SoftKey_1997.iso/compsrv/winsign.lib/TERMS.TXT

Text File | 1996-09-23 | 33KB | 609 lines

                          MEMBER AGREEMENT
        For the CompuServe (R) Online Service ("the Service")
                 Thank you for choosing CompuServe!


Please read this Member Agreement carefully since it contains
important contract rights and obligations between you and CompuServe
Incorporated ("CompuServe"), as well as important limitations on
those rights.  If you agree with each term please click on "Agree"
below, or use such other method to indicate your agreement as may be
presented.  Agreement to these terms is required for Membership in
the Service.  If you do not agree with any of these terms then your
sign-up or further use of the Service cannot proceed since agreement
to these terms by all Members is very important to an orderly
operation of the Service.

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 Member's 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 CompuServe's 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 Member's (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 AND CONSENT TO JURISDICTION

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 agrees 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 Member's 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.