LateralAccessDevice

LPN Membership Terms

PREFACE. These are the legal and binding terms (Terms) for obtaining a membership in Lateral Private Network (LPN). Membership in LPN is free, however, if after agreeing to these Terms you decide to apply for LPN Membership, an application fee may be requested and presented to you for your approval. In these Terms you are not agreeing to pay anything for either the LPN membership or auxiliary services and products (ASPs). Application fees are not refundable and you expressly agree to accept and abide by IPCopper, Inc.’s (IPCopper) decision to approve or deny your application.

As described herein LPN members may gain access, at IPCopper’s sole discretion, to ASPs, which may include the LateralAccessDevice, Lateral Firewall software/firmware modules or other software/firmware modules and related services licensed or provided by IPCopper.

We sincerely hope that you find LPN, LPN membership and ASPs useful, however, if they don’t work for you or you are dissatisfied, cease using them. You take responsibility for your own actions; we take no responsibility whatsoever for you or your actions, nor do we make any promises about the utility or suitability of the LPN, LPN membership or ASPs, nor do we make any warranties. You expressly understand that we are only able to offer LPN membership under these Terms and expressly agree that everything (LPN, LPN Membership and ASPs) is provided AS IS and WHERE IS and it is up to IPCopper’s sole discretion whether any ASPs are provided.

These Terms are intended to extinguish your ability to bring any claims against other LPN members, IPCopper and other related parties and you expressly agree that this is reasonable and that your sole remedy if dissatisfied with LPN, LPN membership or ASPs is to cease your participation in LPN, your membership and your use of the ASPs. You expressly understand and agree that IPCopper would not be able to offer LPN, LPN Membership or ASPs unless you agree now and in the future that you would not allow, facilitate, permit or participate in any litigation against IPCopper, its subsidiaries, affiliates, vendors, suppliers or licensors and their former, current and future officers, directors, employees, insurers, contractors, successors, assigns and shareholders and other LPN members for any reason whatsoever related to or connected, under any theory, to participation or membership in LPN or access to or use of ASPs. If you choose to breach this agreement by initiating, allowing or participating in any such litigation, you expressly agree to compensate us for any such a breach in the form of liquidated damages, actual damages, attorney fees, court fees and other costs, damages and fees and to pay for the ongoing litigation.

No payment from you in relationship to LPN, LPN membership or ASPs shall create any property rights of any kind in anything related to LPN, LPN membership or ASPs whatsoever nor modify any of these Terms, regardless of the form of payment and regardless of whether any notation referring to changes, modifications, terms or purchases or any notations at all accompany or are noted on the payment.

In these terms we disclaim and limit liabilities and warranties, both specifically and in general, so that it would be impossible and/or difficult for you to use the legal system to compel us to do or not do something. Without doing so we would not be able to offer the LPN, LPN membership and ASPs to you and others, or only at a significantly higher price. We do, however, reserve the right to bring claims against you if you infringe on our copyright, intellectual property, trademark and other property rights, because if you do so you could cause us damages and put us in a position where we could no longer offer the LPN, LPN membership and ASPs at all. If your intent in joining LPN is so that you can illicitly copy and sell the ASPs, create or assist others in creating competing or derivative products or services, spy, gather information on how the LPN membership and ASPs and their underlying technology work, patent or trademark infringement, or for any reason other than be a LPN member and/or use the ASPs, please don’t.

We welcome feedback from our members. While these Terms limit users’ ability to bring legal claims, we welcome any discourse on the nature of the LPN, LPN membership and ASPs and your experience with them. We would like to know what you think and you may publish your comments anywhere you wish, as long as what you publish is true, your own personal opinion and based on your own personal experience. What you may not publish, among other things, is any correspondence or communications to or from IPCopper, its employees, directors, affiliates and shareholders without IPCopper’s express written permission unless IPCopper has made such correspondence or communications available to the general public prior to your publication.

We reserve the right to change, modify and add to these Terms without notice at any time, for any reason or no reason at all. The Addendum of General Terms available at http://www.lateralaccessdevice.com/terms_addendum.htm and the LateralAccessDevice Software/Firmware License and Licensing Terms available at http://www.lateralaccessdevice.com/license_terms.htm are incorporated in full herein by reference.

AUXILIARY OR COMPLEMENTARY SERVICES OR PRODUCTS (ASPs). As part of your LPN membership IPCopper may provide you with access to auxiliary or complementary services or products (ASPs), which may included but are not limited to the LateralAccessDevice and Lateral Firewall software/firmware modules. Any such ASPs shall be provided on a where-is and as-is basis, with no warranties expressed or implied and no claim of suitability for any purpose.

NO CONTINUOUS DUTY. Notwithstanding anything to the contrary, IPCopper has no continuous duty to you or to anyone to provide the LPN, LPN membership, ASPs or anything else even if IPCopper provided the LPN, LPN membership, ASPs or anything else previously. While IPCopper may, at it sole discretion and for any reason or for no reason, provide you with something of value, whether tangible or intangible, this shall create no duty or expectation that IPCopper should provide anything of value to you in the future.

PRICING AND PAYMENT. The pricing of any fees, such as application fees, may be set on an individual basis at the sole discretion of IPCopper and your pricing may be different from the pricing for others. IPCopper reserves the right to change pricing and terms at any time for any reason. Regardless of the price you may have paid in the past, expect to pay or the prices others may have paid or currently be paying, you expressly agree that your sole remedy if dissatisfied with a change in pricing or terms is to not submit payment, to not submit an application for LPN membership or to discontinue LPN membership and/or use of the ASPs. You further understand and agree that without this ability to change prices and terms, IPCopper would not be able to provide LPN membership and ASPs to you at all.

By submitting a payment you expressly agree that the payment is reasonable and to your satisfaction, and that you desired to submit such payment. The submission of any payment shall indicate your acceptance of any changes in pricing or terms, of these Terms and of any fee-specific terms presented to you at the time of payment submission.

You agree that it is your sole responsibility when submitting payment to clearly communicate to IPCopper the reference or ID of the application or fee relevant to the payment in order to facilitate correct processing of the payment. After receiving your payment IPCopper shall have no obligation or duty to communicate about the payment to you or about the application or fee associated with your payment or about the results of the application. You expressly agree that if you do not receive communication in the affirmative after submitting an application fee it shall mean that the application has not been approved, without any right or recourse.

If you have paid for or pay an application fee or any other fees or charges, the monies paid shall be deemed earned by IPCopper upon receipt, regardless of the method or form of payment.

NO REFUNDS. There shall be no refunds for any reason whatsoever.

MEMBERSHIP ADMINISTRATION. After agreeing to these Terms you may submit an application for LPN membership. After submitting an application for LPN membership and remitting the application fee, you will be notified of the status of your application and the length of your membership term, if applicable. After the term of your LPN membership expires, you may submit a new application to apply for a new term of membership.

From time to time and at its sole discretion IPCopper may give, allocate, issue or assign you virtual items (which may be designated as “credits,” “tokens,” “coins,” “points” or similar or dissimilar appellations) or non-virtual items (collectively “Items”) for its own benefit and convenience in order to facilitate administration of the LPN, your LPN membership and/or ASPs. IPCopper shall retain full discretion over the gifting, allocation, issuance, assignment, administration and disposition of Items. Items shall remain part of LPN and the gifting, allocation, issuance or assignment of Items to you shall not create any property rights with respect to Items, nor shall it create an entitlement to any future gifting, allocation, issuance or assignment of Items. Items shall have no equivalent dollar value and shall not be redeemable for anything and IPCopper shall not be obligated to provide any accounting pertaining to Items at any time. From time to time IPCopper, in its sole discretion, may choose to reduce the Items that you may have been given, issued, allocated or assigned in relation to your LPN membership and may give you something else. This reduction in Items and gifting of something else shall not associate any value to Items and anything you receive from IPCopper in this fashion shall be in nature and in fact a gift and not an exchange of anything of value for anything else of value. Items given, allocated, issued or assigned in connection to LPN, LPN membership or ASPs are complementary and incidental to membership and not an entitlement and serve to facilitate membership administration. Items are ephemeral and transitory and may appear and disappear at any time.

LITIGATION. You expressly agree that as a condition of obtaining LPN membership and access to ASPs you shall not file litigation against IPCopper or its subsidiaries, affiliates, vendors, suppliers, licensors and their former, current and future officers, directors, employees, insurers, contractors, successors, assigns and shareholders (“IPCopper-Parties”) for any reason whatsoever related or not related to or connected under any theory to participation or membership in LPN, application for LPN membership or access to or use of ASPs. You further understand and agree that without this condition, IPCopper would not be able to offer LPN, LPN membership and ASPs to you or to others at all.

If despite your agreement to the above you violate this provision by bringing any legal action or allowing an action to be brought on your behalf against IPCopper-Parties, you expressly agree to pay liquidated damages in the amount of $10,000 per calendar day for every day from the day you file a complaint with any legal or administrative body until the day that complaint is dismissed or otherwise disposed of (Term of Litigation). IPCopper-Parties shall have the right to immediately and individually seek payment of $10,000 liquidated damages for each day that passes during the Term of Litigation and you hereby expressly consent to entry of any such judgement or multiple judgements. IPCopper and IPCopper-Parties may sue periodically to recover accrued liquidated damages throughout and after the Term of Litigation, and no action for accrued damages shall bar a later action for damages subsequently accruing. IPCopper and IPCopper-Parties may bring any such actions separately, under Oregon law and in a forum and venue of IPCopper’s or IPCopper-Parties’ choosing. These liquidated damages shall be in addition to any other actual damages, court costs, attorney fees and other costs and damages that may accrue from your action in filing a complaint in violation of these Terms.

LIMITATION OF LIABILITY. You hereby agree that the limitations of liability referenced herein are reasonable and necessary and acknowledge that without these limitations of warranty and liability your fees and charges for the LPN, LPN membership and ASPs would be substantially higher or the LPN, LPN membership and ASPs would not be available at all.

NOTWITHSTANDING ANYTHING HEREIN, TO THE EXTENT PERMITTED BY LAW, NEITHER IPCOPPER NOR IPCOPPER-PARTIES WILL BE LIABLE TO YOU FOR ANY ACTUAL, DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, PUNITIVE OR ENHANCED DAMAGES OF ANY KIND, INCLUDING WITHOUT LIMITATION ANY DAMAGES CLAIMED FOR LOSS OF PROFITS (ACTUAL OR ANTICIPATED), REVENUE, INCOME, SALES, BUSINESS, GOODWILL, REPUTATION, OPPORTUNITY, USE, ANTICIPATED SAVINGS OR INFORMATION OR LOSS OF, DAMAGE TO, COMPROMISE OR CORRUPTION OF DATA, HOWSOEVER CAUSED, EVEN IF CAUSED BY LPN, LPN MEMBERSHIP, ASPS OR IPCOPPER-PARTIES, INCLUDING BUT NOT LIMITED TO THE REPLACEMENT OF EQUIPMENT AND PROPERTY, ANY COSTS OF RECOVERING, PROGRAMMING, OR REPRODUCING ANY PROGRAM OR DATA STORED OR USED WITH OR PROCESSED OR MODIFIED BY LPN MEMBERSHIP OR ASPS AND ANY FAILURE TO MAINTAIN THE CONFIDENTIALITY OF DATA STORED, PROCESSED OR MODIFIED VIA THE LPN, LPN MEMBERSHIP OR ASPS, WHETHER UNDER THEORY OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, REGARDLESS OF WHETHER NOTICE THAT SUCH LOSS MAY OCCUR WAS PROVIDED. THE FOREGOING LIMITATION SHALL NOT APPLY TO DEATH OR PERSONAL INJURY CLAIMS. WITH RESPECT TO JURISDICTIONS THAT MAY NOT ALLOW THE EXCLUSION OF LIABILITY, BUT MAY ALLOW LIABILITY TO BE LIMITED, IPCOPPER-PARTIES’ LIABILITY SHALL BE LIMITED TO US $5.00 (FIVE US DOLLARS) AND YOU SHALL DISMISS ANY AND ALL SUCH CLAIMS ARISING EITHER IN CONTRACT OR TORT AGAINST IPCOPPER UPON IPCOPPER’S WRITTEN OFFER TO YOU OF $5.00 FOR ALL ABOVE-MENTIONED CLAIMS ALL TOGETHER. YOU SHALL RECEIVE THE $5.00 IN US CURRENCY IN THE FORM OF A CHECK DRAWN ON A US BANK AND MAILED VIA FIRST CLASS MAIL TO AN ADDRESS WITHIN THE UNITED STATES DESIGNATED BY YOU WITHIN FIVE BUSINESS DAYS OF YOU PROVIDING TO IPCOPPER A WRITTEN RELEASE OF ALL CLAIMS IN A FORM ACCEPTABLE TO IPCOPPER.

You agree that neither IPCopper nor IPCopper-Parties are responsible for any damages you may suffer or incur resulting from: (a) any product or service provided to you by or manufactured by a third party; (b) any act or omission by another party; (c) providing or failing to provide LPN, LPN Membership or ASPs; (d) accidents or any health-related claims arising from or related to the LPN, LPN Membership or ASPs; (e) content or information accessed via the LPN, LPN Membership or ASPs; (f) content or information that is either blocked or made accessible by the LPN, LPN Membership or ASPs; (g) damage to your computer hardware or anything connected to it or damage to or loss of any information stored on your computer from your use of the LPN, LPN Membership or ASPs or from viruses, worms, or downloads of malicious content, materials, data, text, images, video or audio; or (h) things beyond IPCopper’s control, including acts of God, riot, strike, war, terrorism or government orders or acts. You should implement appropriate safeguards to secure your computer hardware and networking equipment and to backup your information and configurations stored on each.

The possibility that some parts of these Terms or the information on IPCopper’s websites, affiliated websites or websites related to IPCopper’s products and services or in any publications, whether published by IPCopper or a third party (“Information”), could be interpreted as recommendations shall not mean that IPCopper shall have any responsibility whatsoever to provide any tools, facilities, tips, recommendations, guidance, suggestions, technical support or similar to further your implementation, installation or deployment of any such possible recommendations. Information shall be provided AS IS and WHERE IS, with no warranty expressed or implied, and you use such Information at your own risk.

DISCLAIMER OF WARRANTIES. IPCOPPER PROVIDES LPN, LPN MEMBERSHIP, ASPS AND INFORMATION ON AN “AS IS” AND “WHERE IS” BASIS WITH NO WARRANTIES, EXPRESSED OR IMPLIED. BY USING ANY LPN, LPN MEMBERSHIP OR ASPS YOU AGREE THAT IPCOPPER SHALL HAVE NO LIABILITY EXCEPT AS EXPRESSLY PROVIDED IN THESE TERMS FOR ANY FAILURE, DEFECTS, MALFUNCTIONS OR ERRORS IN THE LPN, LPN MEMBERSHIP, ASPS OR INFORMATION. IPCOPPER HEREBY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE LPN, LPN MEMBERSHIP, ASPS AND INFORMATION INCLUDING BUT NOT LIMITED TO TITLE, MERCHANTABILITY, SUITABILITY, NON-INFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE OR OTHERWISE IN RELATION TO ANY LPN, LPN MEMBERSHIP, ASPS OR INFORMATION. IPCOPPER WILL NOT BE LIABLE FOR ANY DAMAGE, LOSS, COST, OR EXPENSE FOR BREACH OF WARRANTY. IPCOPPER ALSO MAKES NO WARRANTY THAT THE LPN, LPN MEMBERSHIP, ASPS OR INFORMATION WILL BE UNINTERRUPTED OR ERROR FREE. IPCOPPER DOES NOT REPRESENT THAT THE LPN, LPN MEMBERSHIP, ASPS OR INFORMATION WILL MEET YOUR REQUIREMENTS OR PREVENT UNAUTHORIZED ACCESS TO YOUR COMPUTERS, NETWORK, SERVERS AND OTHER EQUIPMENT OR TO ANY DATA, INFORMATION OR FILES ON ANY OF THEM OR ON IPCOPPER'S SERVERS OR THE SERVERS OF THIRD PARTIES. IPCOPPER DOES NOT AUTHORIZE ANYONE, INCLUDING, BUT NOT LIMITED TO, IPCOPPER EMPLOYEES, AGENTS, SHAREHOLDERS, OFFICERS OR REPRESENTATIVES, TO MAKE A WARRANTY OF ANY KIND ON IPCOPPER'S BEHALF AND YOU SHOULD NOT RELY ON ANY SUCH STATEMENT.

You acknowledges and agrees that the use of any LPN, LPN Membership, ASPs or Information are at your sole risk and that the LPN, LPN Membership, ASPs and Information may be unavailable, interrupted, delayed or limited for a variety of reasons, including reasons outside of IPCopper’s control. Not all LPN, LPN Memberships, Information and ASPs are available in all areas or with all devices. The LPN, LPN Membership, Information or ASPs may be temporarily or permanently refused, limited, interrupted, suspended or curtailed due to system capacity limitations, technology migration or because of equipment modifications, upgrades, repairs or relocations or other similar activities necessary or proper for the operation or improvement of LPN, LPN Membership, Information or ASPs as solely determined by IPCopper or IPCopper-Parties. IPCopper does not guarantee the availability of the LPN, LPN Membership, ASPs or Information at any specific time or in any specific geographical location. IPCopper shall have no liability to you for failures, outages or limitations of the LPN, LPN Membership, Information or ASPs. All rates, charges, fees, features, functionality and other specifications of the LPN, LPN Membership, Information and ASPs are subject to change without notice or obligation.

INDEMNIFICATION. You agree to indemnify and hold harmless IPCopper and IPCopper-Parties from any and all liabilities, penalties, claims, causes of action and demands brought by a third party (including governments or government agencies), either on their own or on your behalf, relating to or connected in any way with your LPN membership, use of LPN or download, purchase or use of the ASPs or Information, even if you permitted a third party to use your membership or, in the case of unauthorized use of your membership, even if IPCopper were aware of or could have been aware of or prevented any such unauthorized use; any interaction(s) with IPCopper or IPCopper-Parties, including but not limited to emails, telephone calls, written correspondence and in-person exchanges; your download, installation and/or use or non-use of the ASPs or Information; or your use or download of any information from any IPCopper website, IPCopper-affiliated websites or the websites of IPCopper-Parties, whether based in contract or tort and regardless of the form of action. This indemnification includes any claims that may arise from content and/or data that was blocked or not blocked or otherwise made accessible or inaccessible on the LPN or by the ASPs.

CONTROLLING LAW, SEVERABILITY AND VENUE FOR DISPUTES. These Terms will be governed by and construed in accordance with the laws of the State of Oregon. Should any provision of these Terms or portion thereof be deemed unenforceable, it shall not invalidate the remaining provisions. The forum and the venue for any disputes and claims, including but not limited to libel and confidentiality claims, arising out of these Terms or any sales agreement and/or related to any transactions between IPCopper and you shall be, at IPCopper's sole and exclusive option, in Multnomah County, Oregon and/or federal district of Oregon. Notwithstanding anything in these Terms you expressly agree not to file any claims in any jurisdiction other than specifically agreed herein. In the event you file a claim in a jurisdiction not conforming to the forum and venue specified herein, you agree to a judgement of dismissal with prejudice and agree to reimburse IPCopper for its actual attorney fees, costs, court costs and other expenses.

ENTIRE AGREEMENT. These Terms constitute the entire agreement between you and IPCopper with respect to LPN, LPN membership, ASPs and Information. The failure or delay of any party to enforce any of the terms set forth herein shall not be construed to be a waiver of any such terms nor in any way affect the validity or enforceability of these Terms. No waiver of a breach of any term shall be deemed a waiver of any other or subsequent breach of these Terms.

You hereby expressly understand and agree that these Terms substantially curtail your right to bring any legal claims against IPCopper, its subsidiaries, affiliates, predecessors in interest, successors and assigns and you further agree that these Terms and the indemnification from third party claims are reasonable, necessary and acceptable conditions of IPCopper providing the LPN, LPN Membership, ASPs and Information and without such limitations IPCopper would not be able to provide the LPN, LPN Membership, ASPs or Information at all or only at a much higher price. You accept the LPN, LPN Membership, ASPs and Information “AS IS” and “WHERE IS” and understand and agree that your sole remedy for dissatisfaction with or disputes concerning the LPN, LPN Membership, ASPs or Information shall be to discontinue your use of the LPN, LPN Membership, ASPs or Information.