Terms of Use Agreement

Updated April 22, 2008 (the "Effective Date")

  1. Acceptance of the Terms and Conditions.
    1. CE Interactive, Inc. (herein referred to as the "CE Interactive" "we," "us" or "our") provides and makes available certain services related to the use of consumer electronic products, including without limitation, our proprietary Wirewize service and our Wirewize LIVE phone support service (collectively, the "CE Interactive Services"), subject to the terms and conditions contained in this Terms of Use Agreement as well as all other policies, disclosures and agreements displayed on the web site or other service through which the CE Interactive Services are accessed (collectively, the "Agreement"). By accessing and/or using the CE Interactive Services, you acknowledge that you have read, understood, and agree to be bound by this Agreement. If you do not accept the terms and conditions of this Agreement, you are not permitted to and shall not access, browse or use the CE Interactive Services.
    2. You understand and agree that we may change this Agreement at any time without prior notice. You may read a current, effective copy of this Agreement at any time by selecting the appropriate link on the applicable Web Site or other medium through which the CE Interactive Services are accessed. The revised terms and conditions are effective as of the Effective Date. If any change to this Agreement is not acceptable to you, your sole remedy is to cease accessing, browsing and using the CE Interactive Services. Any use of the CE Interactive Services after such Effective Date shall constitute your acceptance of such revised terms and conditions.
  2. Use of the CE Interactive Services.
    1. All use of the CE Interactive Services is subject to the terms and conditions of the Agreement. You may only use the CE Interactive Service solely for your own internal, personal use and may not provide any third party with access to the CE Interactive Service and/or any information extracted from the CE Interactive Services. Access to and use of the CE Interactive Services is limited to registered users. You are responsible for maintaining the security of your user name and password and shall be responsible for all activity occurring under the user name and password. You agree to notify us immediately in the event you believe the security and/or integrity of your user name and/or password have been compromised.
    2. The CE Interactive Services contain material, including but not limited to software, text, graphics and images (collectively referred to as the "Content"). We may own the Content, or portions of the Content may be made available to us through arrangements that we have with third parties. The Content is protected by copyright under both United States and foreign laws. Unauthorized use of the Content may result in violation of copyright, trademark, and other laws. You have no rights in or to the Content, and you will not use the Content except as permitted under this Agreement. No other use is permitted without prior written consent from us. You must retain all copyright and other proprietary notices contained in the original Content on any copy you make of the Content. You may not sell, transfer, assign, license, sublicense, or modify the Content or reproduce, display, publicly perform, make a derivative version of, distribute, or otherwise use the Content in any way for any public or commercial purpose. The use or posting of the Content on any other web site or in a networked computer environment for any purpose is expressly prohibited.

      If you violate any part of this Agreement, your right to access and/or use the Content and CE Interactive Services shall automatically terminate and you shall immediately destroy any copies you have made of the Content.
    3. The trademarks, service marks, and logos of CE Interactive (the "CE Interactive Trademarks") used and displayed on the CE Interactive Services are registered and unregistered trademarks or service marks of CE Interactive. Other company, product, and service names displayed via the CE Interactive Services may be trademarks or service marks owned by third-parties (the "Third-Party Trademarks", and, collectively with the CE Interactive Trademarks, the "Trademarks"). Nothing displayed on and/or via the CE Interactive Services should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any Trademark displayed on and/or via the CE Interactive Services without the prior written consent of CE Interactive specific for each such use. The Trademarks may not be used to disparage CE Interactive or the applicable third-party, CE Interactive's or third-party's products or services, or in any manner (using commercially reasonable judgment) that may damage any goodwill in the Trademarks. Use of any Trademarks as part of a link to or from any site is prohibited unless CE Interactive or, in the case of Third-Party Trademarks, the Third Party Trademark Holder, approves, in advance and in writing, the establishment of such a link. All goodwill generated from the use of any CE Interactive or Third-Party Trademark shall inure to CE Interactive or the Third-Party Trademark Holder's benefit, respectively.
    4. You shall not (a) take any action that imposes an unreasonable load on the infrastructure for the CE Interactive Services, (b) use any device, software or routine to interfere or attempt to interfere with the proper working of the CE Interactive Services or any activity being conducted on the CE Interactive Services, (c) attempt to decipher, decompile, disassemble or reverse engineer any of the software comprising or making up the CE Interactive Services, (d) delete or alter any material posted by any other person or entity, or (e) frame or link to any of the materials or information available from the CE Interactive Services.
    5. The CE Interactive Services may be made available through web site operated by third parties (the "Third Party Sites"). This Agreement applies only to the CE Interactive Service and not to other aspects of the Third Party Sites through which the CE Interactive Services are made available. Except as noted above, the policies and procedures we described here do not apply to the Third Party Sites. The fact that the CE Interactive Services are being made available through Third Party Sites should not be construed as signifying that we have reviewed and/or are endorsing the Third Party. We suggest contacting the operators of the Third Party Sites directly for information on their policies and other aspects of their web sites and services (exclusive of the CE Interactive Services made available through those sites).
  3. Limitations of Liability and Disclaimer of Warranties.
    1. NONE OF CE INTERACTIVE, ITS AFFILIATES, THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS, OR LICENSORS (COLLECTIVELY, THE "CE INTERACTIVE PARTIES") MAKE ANY WARRANTIES OR REPRESENTATIONS ABOUT THE CE INTERACTIVE SERVICES AND/OR THE CONTENT, INCLUDING BUT NOT LIMITED TO THE ACCURACY, RELIABILITY, COMPLETENESS, OR TIMELINESS, OR RELIABILITY OF ANY OF THE FOREGOING. THE CE INTERACTIVE PARTIES SHALL NOT BE SUBJECT TO LIABILITY FOR TRUTH, ACCURACY, OR COMPLETENESS OF ANY INFORMATION CONVEYED TO THE USER OR FOR ERRORS, MISTAKES OR OMISSIONS THEREIN OR FOR ANY DELAYS OR INTERRUPTIONS OF THE DATA OR INFORMATION STREAM FROM WHATEVER CAUSE. YOU AGREE THAT YOU USE THE CE INTERACTIVE SERVICES AND THE CONTENT SOLELY AT YOUR OWN RISK.

      THE CE INTERACTIVE PARTIES DO NOT WARRANT THAT THE CE INTERACTIVE SERVICES WILL OPERATE ERRORFREE OR THAT THE CE INTERACTIVE SERVICES, THE SERVER, OR THE CONTENT ARE FREE OF COMPUTER VIRUSES OR SIMILAR CONTAMINATION OR DESTRUCTIVE FEATURES. IF YOUR USE OF THE CE INTERACTIVE SERVICES OR THE CONTENT RESULTS IN THE NEED FOR SERVICING OR REPLACING EQUIPMENT AND/OR RESTORING OR REPLACING DATA, NO CE INTERACTIVE PARTY SHALL BE RESPONSIBLE FOR ANY OF THE COSTS ASSOCIATED THEREWITH.

      THE CE INTERACTIVE SERVICES AND CONTENT ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT ANY WARRANTIES OF ANY KIND. THE CE INTERACTIVE PARTIES DISCLAIM ALL WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THE WARRANTY OF TITLE, MERCHANTABILITY, NONINFRINGEMENT OF THIRD PARTIES RIGHTS, AND FITNESS FOR PARTICULAR PURPOSE.
    2. IN NO EVENT SHALL ANY CE INTERACTIVE PARTY BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, INCIDENTAL AND CONSEQUENTIAL DAMAGES, LOST PROFITS, OR DAMAGES RESULTING FROM LOST DATA OR BUSINESS INTERRUPTION) RESULTING FROM THE USE OR INABILITY TO USE THE CE INTERACTIVE SERVICES AND THE CONTENT, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY, EVEN IF A CE INTERACTIVE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
    3. Some states do not allow exclusion of implied warranties or limitation of liability for incidental or consequential damages, so the above limitations or exclusions may not apply to you. IN SUCH STATES, THE LIABILITY OF THE CE INTERACTIVE PARTIES SHALL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.
  4. Indemnification. You agree to defend, indemnify, and hold harmless the CE Interactive Parties, from and against any claims, actions or demands, including, without limitation, reasonable legal and accounting fees, arising or resulting from your breach of this Agreement or your access to, use or misuse of the Content and/or CE Interactive Services. CE Interactive shall provide notice to you of any such claim, suit, or proceeding and shall assist you, at your expense, in defending any such claim, suit or proceeding. We reserve the right to assume the exclusive defense and control of any matter which is subject to indemnification under this section. In such case, you agree to cooperate with any reasonable requests assisting our defense of such matter.
  5. Termination of the Agreement.
    1. Term and Termination. CE Interactive reserves the right, in its sole discretion, to restrict, suspend, or terminate this Agreement and your access to all or any part of the web site or its content at any time and for any reason without prior notice or liability. CE Interactive reserves the right to change, suspend, or discontinue all or any part of the web site or its content at any time without prior notice or liability. Without limiting the foregoing rights, your access to certain CE Interactive Services shall be limited to the length of the subscription purchased for such CE Interactive Services.
    2. Survival. If this Agreement is terminated, Sections 2 (Use of the CE Interactive Services), 3 (Limit of Liability and Warranty), 4 (Indemnification), 5 (Termination of Agreement), 6 (No Framing), and 9 (Miscellaneous) shall survive the termination of this Agreement.
  6. No Framing. Elements of the CE Interactive Services are protected by trade dress, trademark, unfair competition, and other state and federal laws and may not be copied or imitated in whole or in part, by any means, including but not limited to, the use of framing or mirrors, except where allowed in Section 2. None of the Content for this CE Interactive Services may be retransmitted without express written consent from the CE Interactive for each and every instance.
  7. User Must Comply with Applicable Laws.
    1. The CE Interactive Services are hosted out of the United States. We make no claims concerning whether the CE Interactive Services may be access and used outside of the United States and/or if the Content may be downloaded, viewed, or be appropriate for use outside of the United States. If you access the CE Interactive Services and/or the Content from outside of the United States, you do so at your own risk. Whether inside or outside of the United States, you are solely responsible for ensuring compliance with the laws of your specific jurisdiction.
    2. The United States controls the export of products and information. You expressly agree to comply with such restrictions and not to export or re-export any of the Content to countries or persons prohibited under the export control laws. By downloading the Content, you are expressly agreeing that you are not in a country where such export is prohibited or are a person or entity for which such export is prohibited. You are solely responsible for compliance with the laws of your specific jurisdiction regarding the import, export, or re-export of the Content.
  8. U.S. Government Restricted Rights. The Content is provided with "RESTRICTED RIGHTS." Use, duplication, or disclosure by the U.S. Government is subject to the restrictions contained in 48 CFR 52.227-19 and 48 CFR 252.227-7013 et seq. or its successor. Use of the CE Interactive Services and/or Content by the U.S. Government constitutes acknowledgement of our proprietary rights in the CE Interactive Services and Content.
  9. Miscellaneous.
    1. This Agreement is governed by the internal substantive laws of the State of New York, without respect to its conflict of laws provisions. You expressly agree to submit to the exclusive personal jurisdiction of the state and federal courts sitting in the City of New York in the State of New York.
    2. If any provision of this Agreement is found to be invalid by any court having competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of this Agreement, which shall remain in full force and effect.
    3. Failure of CE Interactive to act on or enforce any provision of the Agreement shall not be construed as a waiver of that provision or any other provision in this Agreement. No waiver shall be effective against CE Interactive unless made in writing, and no such waiver shall be construed as a waiver in any other or subsequent instance.
    4. Except as expressly agreed by CE Interactive and you, this Agreement constitutes the entire Agreement between you and CE Interactive with respect to the subject matter, and supercedes all previous or contemporaneous agreements, whether written or oral, between the parties with respect to the subject matter.
    5. The section headings are provided merely for convenience and shall not be given any legal import.
    6. This Agreement will inure to the benefit of our successors, assigns, licensees, and sublicensees.
    7. Any information submitted or provided by you for inclusion in the CE Interactive Services might be publicly accessible. Important and private information should be protected by you and not disclosed publicly. CE Interactive is not liable for protection of privacy of electronic mail or other information transferred through the Internet or any other network that you may use.