Office Commons

VERSION 1.0 - NOVEMBER 1, 2006

Dialoggers, Inc. (“Dialoggers” or “we”) welcomes you to the OFFICE COMMONS™, an online facility for members of a office to communicate with each other through the use of a DIALOG DASHBOARD™ (“Dashboard”), a many-to-many communications console with a people directory, member page, caucuses, threaded discussions, chat, a Wiki, a resource Binder, polling tools, calendar, news and any other services that may added. The services offered by Dialoggers include the officecommons.org website (the "Website"), the Dashboard and any other website, features, content, or applications offered from time to time by Dialoggers in connection with the Website and the Dashboard (collectively, the "Services").

BY USING DIALOGGERS OFFICE COMMONS WEBSITE & SERVICES AND BY CONTINUING TO USE THE SERVICES, I AGREE TO ALL OF THE PROVISIONS CONTAINED IN THIS TERMS OF USE AGREEMENT.

PURPOSE - This Terms of Use Agreement ("Agreement") contains the legally binding terms and conditions for your use of the Services. By using the Services, you agree to be bound by this Agreement. The term "User", “Registered User” and “you” means every person who accesses the Dashboard and uses the Services, including office members, clergy, editors and visitors. You are only authorized to use the Services if you agree to abide by all applicable laws and this Agreement. Please read this Agreement carefully and save it. If you do not agree with it, you should leave the Website and discontinue use of the Services. If you wish to participate as a User and make use of the Services, you must read this Agreement and indicate your acceptance at the end.
INCLUDED AGREEMENTS - This Agreement includes Dialoggers policy for acceptable use of the Services posted on the Website and Dialoggers Privacy Policy.
MODIFICATIONS - Dialoggers may modify this Agreement from time to time and such modification shall be effective upon posting by Dialoggers on the Website. You agree to be bound by and comply with any changes to this Agreement when you use the Services after such modification is posted.
USER ELIGIBILITY - Use of the Services is void where prohibited. By using the Services, you represent and warrant that (a) all registration information you submit is truthful and accurate; (b) you will maintain the accuracy of such information; (c) you are 14 years of age or older; and (d) your use of the Services does not violate any applicable law or regulation. Your profile may be deleted and your permission to use the services may be terminated without warning, if we believe that you are under 14 years of age.

PASSWORD - When you sign up to become a Registered User, you will be asked to choose a password. You are entirely responsible for maintaining the confidentiality of your password. You agree not to use the account, username, or password of another Registered User at any time or to disclose your password to any third party. You agree to notify Dialoggers immediately if you suspect any unauthorized use of your password. You are solely responsible for any and all use of your password.

TERM - This Agreement shall remain in full force and effect while you use the Services. You may terminate your use of the Services at any time, for any reason, by removing your profile information from MyPage. Dialoggers may terminate your permission to use the Services at any time, without warning. Even after your use or your permission to use the Services has been terminated, this Agreement shall remain in effect.

FEES & ADVERTISING - Although Dialoggers does not charge a fee for your use of the Services, you acknowledge that Dialoggers reserves the right to place advertisements on the Website, to sell advertising space on the Website, to charge for the Services in the future and to change its advertising policies and fees from time to time in its sole discretion.

USER DATA – The content of the Services (“Data”) is mainly created by Users. Please consider carefully the information you post on the Dashboard or provide to other Users. Your MyPage profile may not include any data prohibited by Dialoggers. Despite this prohibition, information on a Office Commons may contain inaccurate, inappropriate, offensive or sexually explicit material, products or services, and Dialoggers assumes no responsibility or liability for this Data. If you become aware of misuse of the Services by any person, please report the misuse in an email to support@dialoggers.com.
NON-COMMERCIAL USE BY USERS - The Services are for the personal use of Users only and may not be used in connection with any commercial endeavors except those that are specifically endorsed or approved by Dialoggers. Illegal and/or unauthorized use of the Services, including collecting personal names or email addresses of Users by electronic or other means for the purpose of sending unsolicited email or unauthorized framing of or linking to the Website, is prohibited. Commercial advertisements, affiliate links, and other forms of solicitation may be removed from User profiles without notice and may result in termination of User privileges. Appropriate legal action will be taken for any illegal or unauthorized use of the Services.

PROPRIETARY RIGHTS IN USER DATA - By displaying or posting any content, messages, text, files, images, photos, video, sounds, profiles, works of authorship, or any other materials (collectively, "Data") on or through the Services, you hereby grant to Dialoggers a non-exclusive, fully-paid and royalty-free, worldwide license (with the right to sublicense through unlimited levels of sub-licensees) to use, copy, modify, adapt, translate, publicly perform, publicly display, store, reproduce, transmit, and distribute such Data on and through the Services. This license will terminate at the time you remove such Data from the Services. You represent and warrant that: (i) you own the Data posted by you on or through the Services or otherwise have the right to grant the license set forth in this section, and (ii) the posting of your Data on or through the Services does not violate the privacy rights, publicity rights, copyrights, contract rights or any other rights of any person or entity. You agree to pay for all royalties, fees, and any other monies owing any person by reason of any Data posted by you to or through the Services.

DIALOGGERS DATA - The Services may contain Data owned by Dialoggers ("Dialoggers Data"). Dialoggers Data is protected by copyright, trademark, patent, trade secret and other laws, and Dialoggers owns and retains all rights in the Dialoggers Data and the Services. Dialoggers hereby grants you a limited, non-exclusive, revocable, non-sub-licensable license to reproduce and display the Dialoggers Data (excluding any software code) solely for your personal use in connection with viewing the Website and using the Services.

THIRD PARTY DATA - The Services contain Data of users other than you. Except for Data posted by you, you may not copy, modify, translate, publish, broadcast, transmit, distribute, perform, or sell any Data appearing on or through the Services.

RIGHT TO DELETE DATA - Dialoggers may delete any Data that in the sole judgment of Dialoggers violates this Agreement or which may be offensive, illegal or violate the rights, harm, or threaten the safety of any person.

NO DUTY TO MONITOR - Dialoggers assumes no responsibility for monitoring the Services for inappropriate Data or conduct. If at any time Dialoggers chooses, in its sole discretion, to monitor the Services, Dialoggers nonetheless assumes no responsibility for the Data, no obligation to modify or remove any inappropriate Data, and no responsibility for the conduct of the User submitting such Data.

RESPONSIBILITY FOR DATA - You are solely responsible for the Data that you post on or through any of the Services, and any material or information that you transmit to other Users and for your interactions with other Users. Dialoggers does not endorse and has no control over the Data posted by Users. User Data is not reviewed by Dialoggers prior to posting and does not necessarily reflect the opinions or policies of Dialoggers. Dialoggers makes no warranties, express or implied, as to the Data or to the accuracy and reliability of the Data or any material or information that you transmit to other Users.

PROHIBITED DATA - The following is a partial list of the kind of Data that is illegal or prohibited to post on or through the Services. Dialoggers reserves the right to investigate and take appropriate legal action against anyone who, in Dialoggers sole discretion, violates this provision, including without limitation, removing the offending Data from the Services and terminating the privileges of such violators. Prohibited Data includes, but is not limited to Data that, in the sole discretion of Dialoggers:
o       is patently offensive and promotes racism, bigotry, hatred or physical harm of any kind against any group or individual;
o       harasses or advocates harassment of another person;
o       exploits people in a sexual or violent manner;
o       contains nudity, violence, or offensive subject matter;
o       promotes information that you know is false or misleading or promotes illegal activities or conduct that is abusive, threatening, obscene, defamatory or libelous;
o       promotes an illegal or unauthorized copy of another person's copyrighted work, such as providing pirated computer programs or links to them, providing information to circumvent manufacture-installed copy-protect devices, or providing pirated music or links to pirated music files;
o       involves the transmission of "junk mail," "chain letters," or unsolicited mass mailing, instant messaging, "spimming," or "spamming";
o       contains restricted or password only access pages or hidden pages or images;
o       furthers or promotes any criminal activity or enterprise or provides instructional information about illegal activities including, but not limited to making or buying illegal weapons, violating someone's privacy, or providing or creating computer viruses;
o       solicits passwords or personal identifying information for commercial or unlawful purposes from other Users;
o       involves commercial activities and/or sales without our prior written consent such as contests, sweepstakes, barter, advertising, or pyramid schemes; or
o       includes a photograph of another person that you have posted without that person's consent.

PROHIBITED ACTIVITY - The following is a partial list of the kind of activity that is illegal or prohibited on the Website and through your use of the Services. Dialoggers reserves the right to investigate and take appropriate legal action against anyone who, in Dialoggers sole discretion, violates this provision, including without limitation, reporting you to law enforcement authorities. Prohibited activity includes, but is not limited to:
o       criminal or tortious activity, including child pornography, fraud, trafficking in obscene material, drug dealing, gambling, harassment, stalking, spamming, spimming, sending of viruses or other harmful files, copyright infringement, patent infringement, or theft of trade secrets;
o       advertising to, or solicitation of, any User to buy or sell any products or services through the Services. You may not transmit any chain letters or junk email to other Users. It is also a violation of these rules to use any information obtained from the Services in order to contact, advertise to, solicit, or sell to any Member without their prior explicit consent. In order to protect our Members from such advertising or solicitation, Dialoggers reserves the right to restrict the number of emails which a Member may send to other Members in any 24-hour period to a number which Dialoggers deems appropriate in its sole discretion. If you breach this Agreement and send unsolicited bulk email, instant messages or other unsolicited communications of any kind through the Services, you acknowledge that you will have caused substantial harm to Dialoggers, but that the amount of such harm would be extremely difficult to ascertain. As a reasonable estimation of such harm, you agree to pay Dialoggers $50 for each such unsolicited email or other unsolicited communication you send through the Services;
o       covering or obscuring any banner advertisements on any Dialoggers page via HTML/CSS or any other means;
o       any automated use of the system, such as using scripts to add friends;
o       interfering with, disrupting, or creating an undue burden on the Services or the networks or services connected to the Services;
o       attempting to impersonate another Member or person;
o       using the account, username, or password of another Member at any time or disclosing your password to any third party or permitting any third party to access your account;
o       selling or otherwise transferring your profile;
o       using any information obtained from the Services in order to harass, abuse, or harm another person; or
o       using the Services in a manner inconsistent with any and all applicable laws and regulations.

COPYRIGHT POLICY - You may not post, modify, distribute, or reproduce in any way any copyrighted material, trademarks, or other proprietary information belonging to others without obtaining the prior written consent of the owner of such proprietary rights. It is the policy of Dialoggers to terminate user privileges of any User who repeatedly infringes the copyright rights of others upon receipt of prompt notification to Dialoggers by the copyright owner or the copyright owner's legal agent. Without limiting the foregoing, if you believe that your work has been copied and posted on the Services in a way that constitutes copyright infringement, please provide us with the following information:
(i) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest;
(ii) a description of the copyrighted work that you claim has been infringed;
(iii)            a description of where the material that you claim is infringing is located on the Services;
(iv)            your address, telephone number, and email address;
(v)             a written statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law;
(vi)            a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner's behalf.

Dialoggers Copyright Agent for notice of claims of copyright infringement can be reached as follows: Copyright Agent, Dialoggers, Inc. 4072 Fiddlers Way; Holland, Michigan; telephone: (616) 335-2538; facsimile: (269) 740-5936
email: copyrightagent@Dialoggers.com.

TRADEMARKS - Dialoggers, Dialog Dashboard and Office Commons are trademarks of Dialoggers, Inc.

DISPUTES - You are solely responsible for your interactions with other Office Commons Users. Dialoggers reserves the right, but has no obligation, to monitor disputes between you and other Users. If there is any dispute about or involving the Services, you agree that the dispute shall be governed by the laws of the State of Michigan without regard to conflict of law provisions and you agree to personal jurisdiction by and venue in the state and federal courts of the State of Michigan, City of Holland. Either Dialoggers or you may demand that any dispute between Dialoggers and you arising out of this Agreement must be settled by arbitration utilizing the dispute resolution procedures of the American Arbitration Association (AAA) in Holland, Michigan.

PRIVACY - Use of the Services is governed by our Privacy Policy, which is incorporated into this Agreement by this reference.

DISCLAIMERS - Dialoggers is not responsible for any incorrect or inaccurate Data posted on the Website or in connection with the Services, whether caused by Users of the Services or by any of the equipment or programming associated with or utilized in the Services. Profiles created and posted by Users on the Office Commons may contain links to other websites. Dialoggers is not responsible for the content, accuracy or opinions expressed on such websites, and such websites are in no way investigated, monitored or checked for accuracy or completeness by Dialoggers. Inclusion of any linked website on the Office Commons does not imply approval or endorsement of the linked website by Dialoggers. When you access these third-party sites, you do so at your own risk. Dialoggers takes no responsibility for third party advertisements which are posted on this Website or through the Services, nor does it take any responsibility for the goods or services provided by its advertisers. Dialoggers is not responsible for the conduct, whether online or offline, of any User of the Services. Dialoggers assumes no responsibility for any error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction or unauthorized access to, or alteration of, any User communication. Dialoggers is not responsible for any problems or technical malfunction of any telephone network or lines, computer online systems, servers or providers, computer equipment, software, failure of any email or players due to technical problems or traffic congestion on the Internet or on any of the Services or combination thereof, including any injury or damage to Users or to any person's computer related to or resulting from participation or downloading materials in connection with the Services. Under no circumstances shall Dialoggers be responsible for any loss or damage, including personal injury or death, resulting from use of the Services, attendance at a Dialoggers event, from any Data posted on or through the Services, or from the conduct of any Users of the Services, whether online or offline. The Services are provided "AS-IS" and as available and Dialoggers expressly disclaims any warranty of fitness for a particular purpose or non-infringement. Dialoggers cannot guarantee and does not promise any specific results from use of the Services.

LIMITATIONS ON LIABILITY - IN NO EVENT SHALL DIALOGGERS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING LOST PROFIT DAMAGES ARISING FROM YOUR USE OF THE SERVICES, EVEN IF DIALOGGERS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, DIALOGGERS LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE AMOUNT PAID, IF ANY, BY YOU TO DIALOGGERS FOR THE SERVICES DURING THE TERM OF YOUR USE OF THE SERVICES.

U.S. EXPORT CONTROLS - Software available in connection with the Services (the "Software") is further subject to United States export controls. No Software may be downloaded from the Services or otherwise exported or re-exported in violation of U.S. export laws. By downloading or using the Software, you represent and warrant that such download or use is not in violation of any such law.

INDEMNITY - You agree to indemnify and hold Dialoggers, its subsidiaries, and affiliates, and their respective officers, agents, partners and employees, harmless from any loss, liability, claim, or demand, including reasonable attorneys' fees, made by any third party due to or arising out of your use of the Services in violation of this Agreement and/or arising from a breach of this Agreement and/or any breach of your representations and warranties set forth above and/or if any Data that you post on the Website or through the Services causes Dialoggers to be liable to another.

GENERAL - This Agreement constitutes the entire agreement between you and Dialoggers regarding the use of the Services. The failure of Dialoggers to exercise or enforce any right or provision of this Agreement shall not operate as a waiver of such right or provision. The section titles in this Agreement are for convenience only and have no legal or contractual effect. This Agreement operates to the fullest extent permissible by law. If any provision of this Agreement is unlawful, void or unenforceable, that provision is deemed severable from this Agreement and does not affect the validity and enforceability of any remaining provisions.

Please contact us at: support@dialoggers.com with any questions regarding this Agreement.