360networks Internet Access (hereinafter “360”) is an Internet access service provided by 360networks, INC, subject to the terms and conditions of this 360 Internet Membership Agreement (“Agreement”). This Agreement constitutes the entire agreement between you (hereinafter “you” or “Member”) and 360. 360 RESERVES THE RIGHT TO CHANGE THIS AGREEMENT AT ANY TIME BY POSTING CHANGES ONLINE AT LEAST 30 DAYS IN ADVANCE OF THE EFFECTIVE DATE OF ANY CHANGES. YOU ARE RESPONSIBLE FOR REGULARLY REVIEWING INFORMATION POSTED ONLINE at www.tamerica.com and www.toucham.com. TO OBTAIN TIMELY NOTICE OF SUCH CHANGES. YOUR NON-TERMINATION OR CONTINUED USE OF TA AFTER CHANGES ARE POSTED CONSTITUTES YOUR ACCEPTANCE OF THIS AGREEMENT AS MODIFIED BY THE POSTED CHANGES. This Agreement takes effect on the date on which you accept this Agreement and continues until your 360 internet membership is terminated either by you or by 360.

I. MEMBERSHIP

1. You represent and warrant that you are at least 18 years of age and that you possess the legal right and ability to enter into this Agreement and to use 360 in accordance with this Agreement. You assume all responsibility for any users of your account that may be less than eighteen (18) years of age.
2. As between 360 and you, you are solely responsible for all usage of your membership, including any violations of this Agreement, which may include, but is not limited to, roaming charges and telecommunication charges for connecting to 360 such as long distance charges. Your membership and access will be terminated for violations of this Agreement by yourself or others utilizing your membership. The rights of access conveyed by this Agreement are non-transferable. Use of a 360 account is expressly limited to the individual whose name appears on the personal account; for business accounts, the names of the employees whose names appear on the application.
3. You acknowledge that you are aware that some areas of the Internet may contain material that is unsuitable for minors, and you agree to supervise usage by minors whom you permit to use your 360 account.
4. You acknowledge and agree that the party being billed for your 360 membership (that is, the party who is responsible for the credit card or other payment account associated with your account) has the right to terminate the membership account at any time, make changes to your membership account information and to request and receive usage information related to such membership.

II. USAGE

1. As a condition of your use of 360, you warrant to 360 that you will not use 360 for any purpose that is unlawful or prohibited by these terms, conditions, and notices. You agree to abide by all applicable local, state, national and international laws and regulations. You are solely responsible for all acts or omissions that occur under your account or password, including the content of these transmissions through 360. You may not modify, copy, distribute, transmit, display, perform, reproduce, publish, license, transfer, or sell any information, software or service obtained from or through 360.
2. You acknowledge that due to the public nature of the Internet, all electronic mail is considered publicly accessible and important information should be treated carefully.
3. You agree not to do any of the following while using your 360 membership account:
   1. defame, abuse, harass, stalk, threaten, or otherwise violate the legal rights (such as rights of privacy and publicity) of others.
   2. publish, distribute, or disseminate any inappropriate, profane, defamatory, infringing, obscene, or unlawful material or information.
   3. use distribution lists in electronic mail or other mass electronic mailings unless approved by 360.
   4. use 360 service for advertising or promotion of a commercial product or service without the express, written consent of 360. Violation of this provision may result in immediate termination of your account. Contact 360 should you wish to buy any advertising.
   5. violate any posted guidelines or codes relating to the use of 360.
      
      
4. Without limiting any of 360's rights to terminate your 360 membership pursuant to this Agreement, 360 may, without notice, terminate your 360 membership for violation of any of the foregoing rules by any party utilizing your membership account.
5. 360 has no obligation to monitor anyone's use of 360’s Internet access service or retain the content of any user session. However, 360 does reserve the right at all times and without notice to delete any content and to monitor, review, retain and/or disclose any content or other information in 360's possession, however, obtained, about or related to you, your use of 360 or otherwise as 360 deems necessary or useful to satisfy any applicable law, regulation, legal process or governmental request.
6. You are responsible for all use of your account(s) and confidentiality of password(s). 360 will suspend access or change access to membership account(s) within twenty-four (24) hours or less after notification by you that your password has been lost, stolen or otherwise compromised.
7. Any access to other networks connected to 360 must comply with the rules appropriate for that other network. Use of 360 itself may be for any lawful purpose. Use of 360 for lawful commercial purposes is both permitted and encouraged.
8. You acknowledge that 360 has complete and sole discretion with respect to the operation of 360. Such operation by 360 may include:
   1. taking any action that 360 deems appropriate to prevent bulk e-mail from entering or leaving any 360 membership account;
   2. deleting e-mail if it has not been accessed by you within a reasonable time;
   3. not processing e-mail due to space limitation;
   4. automatically logging off any accounts that are inactive for an extended period of time.
      
      
9. Member agrees that 360 is not responsible or liable for the loss, deletion or failure to store or accept messages or other information.
10. 360 reserves the right to change without notice 360 service, including, but not limited to, access procedures, hours of operation, menu structures, commands, documentation, vendors and services offered.
11. 360 is not responsible for Member’s personal files residing on 360 equipment. Member is responsible for independent backup of data stored at 360.
12. 360 has the right to delete Member's personal files after one or both parties terminates agreement.
13. YOU HEREBY AGREE THAT ANY MATERIAL SUBMITTED FOR PUBLICATION OR STORAGE ON 360's EQUIPMENT THROUGH MEMBER'S ACCOUNT(S) DOES NOT VIOLATE OR INFRINGE ANY COPYRIGHT, TRADEMARK, PATENT, STATUTORY, COMMON LAW OR PROPRIETARY RIGHTS OF OTHERS, OR CONTAIN ANYTHING OBSCENE OR LIBELOUS.
14. 360, at its sole business judgment, may terminate this membership agreement without prior verbal or written notification immediately or suspend Member's access to the service upon any breach of the membership Agreement by Member, including, but not limited to, refusal of failure to pay for services provided or by sole judgment of 360 that Member may be performing activities harmful to 360 or its Users, employees, vendors, business relationships or any other users of the Internet.

III. CHARGES AND BILLING

1. Members will be billed in advance for service. In the event you do not pay your invoices in full within fifteen (15) days of the date of said invoice, or in the event you default pursuant to the terms hereof, and in the event legal proceedings are instituted to collect said invoice, or enforce the terms of this Agreement, you will be responsible and liable for all costs, fees, charges, expenses and reasonable attorneys' fees incurred in connection with 360's efforts in enforcing the terms and conditions set forth herein.
2. Service is invoiced monthly in advance and may be canceled in writing with 30 days' notice with no penalty. In the event of early cancellation of a one-, two-, or three-year Term Commitment, the customer will be required to pay 50% of 360's standard monthly charge for each month remaining in the Term Commitment (see attached Term Commitment if applicable). 360 reserves the right to change the rates by notifying you 60 days in advance of the effective date of the change.
3. Member is responsible for any and all local or long-distance telephone charges for connecting to 360. All (8xx) usage will be billed at a use rate by minute. See product description for price.
4. 360 measures each call in one-minute increments with a one-minute minimum with fractional minutes rounded up to the next higher minute increment.
5. You must promptly notify 360 of any changes in account information such as your name, address and/or phone number. This Agreement shall not be verbally or orally revised, changed or modified in any form or fashion whatsoever.
6. It is possible the 360 access number you program your computer to use to connect to 360 may be a telephone number that results in additional or long distance charges being billed to you by a third party even if such number was presented by 360 as an appropriate access number for your area.
7. You are solely responsible for determining whether the access number you use is subject to any additional charges. It is your responsibility to contact your telephone company to determine whether the access number you select is subject to additional charges. You agree to pay any charges you incur by using a long distance telephone number to connect to 360, including those that may be billed to you by a third party. 360 will not reimburse you for any charges incurred by you as a result of selecting an access number that is subject to additional and/or long distance charges.

IV. THIRD PARTY SITES

Third party sites accessed through links while connected to 360 are not under the control of 360 and 360 is not responsible for the contents of any Third Party Site. You are responsible for viewing and abiding by the privacy statements and terms of use posted at any Third Party Site.

Any Dealings with Third Parties, including but not limited to, purchases, delivery and payments of goods and services, and any other terms, conditions, warranties or representations made by Third Parties are solely between you and the Third Party. 360 shall not be responsible or liable for any such dealings.

V. LIMITATION OF LIABILITY

You specifically agree that 360 shall not be responsible for unauthorized access to or alteration of your transmissions or data, any material or data sent or received or not sent or received, or any transactions entered into through or using 360. You specifically agree that 360 is not responsible or liable for any act or omission of any third party including but not limited to any threatening, defamatory, obscene, offensive, or illegal content or conduct of any other party or any infringement of another's rights, including intellectual property rights. You specifically agree that 360 is not responsible for any content sent using 360 by you or any third party.

360networks SERVICE IS PROVIDED ON AN 'AS IS, AS AVAILABLE' BASIS. NO WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THOSE OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, ARE MADE WITH RESPECT TO 360networks OR ANY INFORMATION OR SOFTWARE THEREIN. THIS 'NO WARRANTY' EXPRESSLY INCLUDES ANY REIMBURSEMENT FOR LOSSES OF INCOME DUE TO DISRUPTION OF SERVICE BY 360networks OR ITS PROVIDERS.

IN NO EVENT SHALL 360, ITS RESELLERS, DISTRIBUTORS, SERVICE PROVIDERS AND/OR SUPPLIERS BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, OR ANY DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF USE, DATA, OR PROFITS, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OF PERFORMANCE OF 360, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, EVEN IF 360 OR ANY OF ITS AFFILIATES HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. 360'S LIABILITY TO YOU FOR BREACH OF THIS AGREEMENT IS LIMITED TO THE AMOUNT ACTUALLY PAID BY YOU TO 360 FOR ACCESS TO AND USE OF 360. YOU HEREBY RELEASE 360 FROM ANY AND ALL CLAIMS, OBLIGATIONS AND LIABILITIES IN EXCESS OF THIS LIMITATION. YOUR SOLE AND EXCLUSIVE REMEDY IS TO NOT SIGN UP FOR A 360 MEMBERSHIP.

VI. INDEMNIFICATION

You agree to indemnify and hold 360, its parents, subsidiaries, members, affiliates, officers and employees, harmless from any and all claims, demands, or damages, including costs and reasonable attorneys' fees, asserted by any third party due to or arising out of the use of your 360 membership account by you or others.

VII. MISCELLANEOUS

1. The terms and conditions of the Agreement shall in all respects be subject to, and governed, by the laws of New York.
2. Non-enforcement of any section of this Agreement does not constitute consent and 360 reserves the right to enforce this Agreement at its sole discretion.
3. You acknowledge that no partnership, employment or agency relationship exists between you and 360 as a result of this Agreement.
4. You agree not to represent yourself as an agent, representative or employee of 360, and that 360 will not be liable due to any representation, act or omission to act by you.
5. 360 reserves the right to disclose any personal information about you and/or your use of your 360 membership, without your prior permission, if 360 has a good faith belief that such action is necessary to :
   1. comply with governmental, court and law enforcement requests or requirements;
   2. enforce this Agreement;
   3. protect and defend the rights to property of 360 or its affiliated companies; or
   4. take action to protect the interests of its members or others. 360's performance of this Agreement is subject to existing laws and nothing contained in this Agreement shall interfere with 360's right to comply with governmental, court and law enforcement requests or requirements relating to your use of your 360 membership or information provided to or gathered by 360 with respect to such use.
   5. This Agreement constitutes the entire agreement between 360 and you with respect to your use of 360 and it supersedes all prior or contemporaneous communications and proposals, whether oral or written, between 360 and you.
   6. 360 may assign this Agreement, in whole or in part, at any time with or without notice to you. You may not assign this Agreement in any form.
   7. A printed version of this Agreement and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this Agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. You and 360 agree that any cause of action arising out of or related to 360 must commence within one (1) year after the cause of action arises; otherwise, such cause of action is permanently barred. The section titles in this Agreement are solely used for the convenience of the parties and have no legal or contractual significance.
   8. Any rights not expressly granted herein are reserved.
      
      
6. 360 may modify these terms and conditions upon notice published on-line via 360. Member's use of 360 services after such notice shall constitute Member's acceptance of the modifications to this Agreement.
7. Prime Time is defined as 5:00pm to 12:00am local time. Non-prime time is defined as 12:01am to 4:59pm.

VIII. ACCEPTABLE USE POLICIES

1. 360's services may only be used for lawful purposes. Transmission of any material in violation of any U.S. or state regulation is prohibited. This includes, but is not limited to, defamatory, copyrighted material, threatening or obscene material, statements that are bigoted, hateful or racially offensive, or material protected by trade secret. Member agrees to indemnify and hold harmless 360 from any claims resulting from your use of this service which damages Member or another party. At our sole discretion and without notice, 360 may revoke a Member's access for inappropriate usage.
2. Any dial-up connection being used as a dedicated connection or using 'software' to keep a connection established without actively using the service is prohibited.
3. 360 at its sole discretion, reserves the right to cancel or disconnect a Member's account if 360 has detected or suspects inactivity during a sustained connection period.
4. Use of any information obtained via this service is entirely at Member's own risk. 360 specifically denies any responsibility for the accuracy or quality of information obtained through our services.
5. All customers shall be required to adhere to the 360 Acceptable Use policy, which restricts certain types of data traffic. Customers will be restricted from posting, or otherwise distributing, child pornography and initiating any spam activities directly or otherwise. In addition, customers will be held to any and all local, state and federal laws governing data or Internet traffic.
6. These Terms and Conditions supersede all previous representations, understandings or agreements relating to 360’s Internet Services and shall prevail notwithstanding any variance with terms and conditions of any order submitted. Use of 360 Internet service(s) constitutes acceptance of these Terms and Conditions
7. USE OF 360 SERVICE(S) CONSTITUTES YOUR TOTAL AND IRREVOCABLE ACCEPTANCE OF ALL THE TERMS AND CONDITIONS SET FORTH IN THIS ENTIRE AGREEMENT.

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