Welcome to Qj.Net, provided to you by Content Holdings, LLC (CH). This is a legal contract between you and CH that governs your use of CH accelerated download services available at http://download.qj.net (the Service). This document (together with all updates of this document and any additional terms, rules or policies posted at http://download.qj.net, which are incorporated into this document by this reference) constitutes the Terms and Conditions of Service (the TOS) between you and CH.

To agree to these TOS, click AGREE where indicated.

If you do not agree to these TOS, click DO NOT AGREE and do not use the Service.

CH may change these TOS from time to time without notice. Use of the Service after a change subjects you to the new terms of these TOS.

DO NOT USE THE SERVICE IF YOU DO NOT AGREE TO THESE TOS. VIOLATION OF THESE TOS CAN LEAD TO LEGAL LIABILITY.

1. Description of Service. The Service allows you to download, at an accelerated rate, audio, documents, software, games, movies and similar or related digital content posted by third parties (Third Party Content) at Qj.Net. You are responsible for both (a) the hardware, systems and software programs you use to access the Service, and (b) any costs to connect to or use the Internet, or to power your computer.

2. User ID and Password. The Service is user ID and password controlled. If you register and obtain a user ID and password:

(a) You represent that (i) you are of legal age to form a binding contract and (ii) you are not a person barred from receiving the Service under the laws of the United States or any other applicable jurisdiction,

(b) You will provide complete and accurate information about yourself when prompted by the Service registration form, you will maintain and promptly update your registration data when necessary to keep it complete and accurate, and you agree that CH may suspend or terminate your account and refuse you any current or future use of the Service (i) if you provide any information that is not complete and accurate, or (ii) if CH has reasonable grounds to suspect that any information you provide is not complete and accurate, and

(c) You will not allow any other person or entity to use your user ID and password to gain access to the Service, you will notify CH if you become aware of any unauthorized use of your user ID and password, and you agree that CH will not be responsible for any unauthorized use of your user ID or password.

3. Agreement to Pay. By completing the Service registration, (a) you agree to pay for the Service and (b) you authorize CH to charge the applicable download fee to your designated PayPal ® account on a per transaction basis, (c) you agree that you (and not CH) are solely responsible for keeping your PayPal ® account secure and confidential, and (d) you agree that you will be responsible for any Service charges incurred by any person through your PayPal ® account (even if such person's use of your PayPal ® account is unauthorized). CH will bill all charges to the PayPal ® account you designate when you make a purchase or incur a charge. You acknowledge and agree that pricing for downloads of Third Party Content will vary from type of item to type of item and, within categories of items, from item to item.

4. Electronic Contracts. When you submit a request through the Service to download Third Party Content, you intend and agree (a) to be bound by these TOS with respect to the purchase of the Service, and (b) to pay for such purchase. Your intent and agreement to be bound by electronic submissions applies to all records relating to all transactions into which you enter using the Service. To the extent that a third party offers to you, within any Third Party Content that you download using the Service, an opportunity to make an electronic purchase from the third party, you acknowledge and agree that CH is not responsible or liable to you for the products or services you purchase from the third party.

5. Use of Service. Subject to your compliance with these TOS and payment of the appropriate fee, CH grants to you a terminable at will, non-exclusive license to use the Service for the sole purpose of downloading once requested, available Third Party Content, solely for personal, non-commercial purposes.

(a) Regarding the Service, you agree that (i) you will not transfer, assign, sublicense, lend or re-sell the rights granted under this license, (ii) you will not frame the Service or link to the Service, and (iii) you will not attempt (or support othersâââ attempts) to circumvent, reverse engineer, decrypt, modify or otherwise alter or interfere with the Service; and

(b) Regarding Third Party Content that you download through the Service, you agree that

(i) you will comply with all terms and conditions imposed upon your use of such Third Party Content by its author, creator or owner,

(ii) your use of the Service to download such Third Party Content does not grant to you any ownership in, or license to use, transfer or modify, such Third Party Content,

(iii) the transfer capabilities that the Service provides do not operate to waive or limit any rights of the author, creator or owner of such Third Party Content, or any works embodied in such Third Party Content,

(iv) you will not share such Third Party Content with anyone else (unless expressly permitted by the terms and conditions imposed upon your use of the Third Party Content by the author, creator or owner) nor will you link directly to Third Party Content available through the Service,

(v) any security technology provided with such Third Party Content is an inseparable part of such Third Party Co ntent and you will not attempt to circumvent, reverse engineer, decrypt, modify or otherwise alter or interfere with the security technology, and

(vi) it is your responsibility not to lose, destroy or damage the copy of the Third Party Content you download using the Service and CH has no liability to you or any other person if you lose, destroy or damage such Third Party Content.

6. Loss of Rights by CH. CH may, at any time, lose the right to make certain Third Party Content available to you. In such event, you will no longer be able to download the Third Party Content via the Service, and you agree that CH will have no liability to you or any other person arising from the unavailability of any Third Party Content.

7. Delivery of Third Party Content. On occasion, technical problems may delay or prevent delivery of requested Third Party Content to you. Your sole remedy in this instance will be a refund of the price you paid to CH for the download.

8. Prohibited Actions. You may participate in the publication functionality offered through the Service. You may not take any of the following actions via the Service:

(a) upload, post, email, transmit, publish or otherwise make available:

(i) any material that is defamatory, libelous, obscene, indecent, abusive, threatening to others, or in violation of any law,

(ii) any material that is unlawful, harmful, threatening, abusive, harassing, defamatory, vulgar, obscene, libelous, invasive of another privacy, hateful or racially, ethnically or otherwise objectionable,

(iii) any material that infringes the copyright, trademark or other intellectual property right, right of publicity or right to privacy of any third party,

(iv) any materials that you do not have a right to make available under any law or under contractual or fiduciary relationships (such as, for example, insider information, proprietary and confidential information learned or disclosed as part of an employment relationship or under any nondisclosure agreement),

(v) any material that contains software viruses, spy ware or any other computer code, files or programs designed to interrupt, destroy, limit or otherwise adversely affect the functionality of any computer software or hardware or telecommunications equipment;

(b) harm, or attempt to harm, minors in any way;

(c) forge headers or otherwise manipulate identifiers to disguise the origin of any materials published or transmitted through the Service;

(d) interfere with or disrupt the Service or servers or networks connected to the Service, or disobey any requirements, procedures, policies or regulations of CH or networks connected to the Service;

(e) intentionally or unintentionally violate any applicable local, state, national or international law, including, but not limited to, any regulations having the force of law;

(f) stalk or otherwise harass another person or entity or do anything else CH prohibits from time to time (with or without prior notice).
CH may, in its sole discretion, restrict, block or bar the access of any user of the Service. Accessing the Service after you have been barred from the Service is an act of trespass.

9. Monitoring of Third Party Content. CH may monitor the Third Party Content uploaded, posted, transmitted, published, downloaded or otherwise made available through the Service. CH may modify or remove any Third Party Content that it deems, in its sole discretion, to be in violation of these TOS or otherwise inappropriate for the Service. Notwithstanding the foregoing, CH is not obligated to take any action regarding, and is not responsible or liable for, any Third Party Content uploaded, posted, transmitted, published, downloaded or otherwise made available through the Service.

10. Ownership. The Service and all CH content and materials found within the Service, including but not limited to articles, graphical images, interactive applications, software, audio clips, and video clips, are protected by copyright and are owned by CH or its licensors. Third Party Content is also protected by copyright and is owned by the respective author, creator or owner. PSP Updates, downloads.qj.net and their respective logos are trademarks of CH. All other trademarks on the Service are the property of their respective holders.

11. Third Party Beneficiaries. You agree that the third parties who upload, post, email, transmit, publish or otherwise make available Third Party Content at http://download.qj.net for your downloading through the Service are intended third-party beneficiaries under these TOS with the right to enforce the provisions that directly concern their Third Party Content.

12. Permissions. All requests for licensing, reprints, linking and other usage of CH content or material incorporated within the Service (other than Third Party Content) must be addressed to pspupdates@contentholdings.com. CH will review any such request without obligation to respond to, or grant, the request. It is your sole obligation (and not CH's obligation) to determine if your intended use of Third Party Content (other than the personal non-commercial use contemplated by these TOS) that you download through the Service requires a release or permission and, if so, to obtain the necessary release or permission. Requests for licensing, reprints, linking and other usage of Third Party Content must be directed to the author, owner, publisher or content rights holder of the Third Party Content.

13. Intellectual Property Infringement Claims. It is CH policy to respond expeditiously to claims of intellectual property infringement. CH will promptly process and investigate notices of alleged infringement and will take appropriate actions under the Digital Millennium Copyright Act (to the extent applicable) and other applicable intellectual property laws, up to and including restricting, blocking or removing the offending content. CH will terminate access for account holders who are repeat infringers. Please direct any notices of infringement of intellectual property rights to pspupdates@contentholdings.com.

14. Exclusions of Warranty. THE SERVICE AND ALL THIRD PARTY CONTENT MADE AVAILABLE THROUGH THE SERVICE ARE PROVIDED AS IS AND WITHOUT WARRANTY OF ANY KIND, AND ALL EXPRESS OR IMPLIED WARRA NTIES ARE EXCLUDED AND DISCLAIMED, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. CH DOES NOT WARRANT THAT THE SERVICE OR ANY THIRD PARTY CONTENT OBTAINED THROUGH THE SERVICE IS VIRUS FREE. IF YOU DOWNLOAD EXECUTABLE THIRD PARTY CONTENT FROM THE SERVICE, YOU ASSUME THE ENTIRE RISK AS TO THE RESULTS AND PERFORMANCE OF SUCH THIRD PARTY CONTENT. CH IS NOT RESPONSIBLE FOR THE ACCURACY OF OR ERRORS OR OMISSIONS IN THE SERVICE OR ANY THIRD PARTY CONTENT. CH DOES NOT WARRANT THAT THE OPERATION OF THE SERVICE, AND MATERIALS OR CONTENT FOUND WITHIN THE SERVICE, OR ANY THIRD PARTY CONTENT WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT ANY DEFECTS IN THE SERVICE OR ANY THIRD PARTY CONTENT WILL BE CORRECTED.

15. Limitation of Liability. CH IS NOT LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES RESULTING FROM LOST PROFITS OR REVENUE; LOSS OF USE OF OR RELIANCE ON THE SERVICE OR ANY THIRD PARTY CONTENT DOWNLOADED THROUGH THE SERVICE; LOSS OF USE OF DATA OR EQUIPMENT; OR OTHER SIMILAR DAMAGES) ARISING OUT OF THE USE OR INABILITY TO USE THE SERVICE OR ANY THIRD PARTY CONTENT DOWNLOADED THROUGH THE SERVICE (INCLUDING, WITHOUT LIMITATION, ANY EXECUTABLE PROGRAM OBTAINED THROUGH THE SERVICE), EVEN IF CH HAS BEEN ADVISED OF THE LIKELIHOOD OF THE DAMAGES. CH TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES AND CAUSES OF ACTION (WHETHER IN CONTRACT, TORT OR OTHERWISE) RELATING TO THE SERVICE WILL NOT EXCEED THE PARTICULAR FEE YOU PAY TO CH TO DOWNLOAD THE THIRD PARTY CONTENT AT ISSUE.
SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF IMPLIED WARRANTIES OR THE LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE FOREGOING LIMITATIONS MAY NOT APPLY TO YOU.

16. Notices. CH may give notice to you through general posting on the Service, through postal notification, or through e-mail notification, in its sole discretion. You may give notice to CH only via e-mail at pspupdates@contentholdings.com.

17. Indemnity for Breach/Causation of Claims. You agree to indemnify, defend and hold harmless CH and its members, officers, employees, agents, representatives, licensors, affiliates, parents and subsidiaries from and against all claims, losses, demands, causes of action, liabilities, judgments, damages and costs (including, without limitation, attorney fees, court costs, investigative costs and amounts paid in settlement) incurred by any of them that arise out of or are related to (a) content or materials that you upload, post, email, transmit, publish or otherwise make available through the Service (b) your breach of these TOS, (c) your use of the Service, or (d) your use or handling of Third Party Content that you download through the Service.

18. Miscellaneous. No delay in exercising, no course of dealing with respect to, or no partial exercise of any right or remedy under this TOS constitutes a waiver of any other right or remedy, or future exercise thereof. If a court of competent jurisdiction finds any provision of these TOS to be invalid or unenforceable, the provision will be deemed to be omitted, and the balance of these TOS will remain enforceable. These TOS are governed in all respects by Nevada law as it applies to contracts entered into and performed wholly within Nevada, without regard to its conflict of laws rules, and the parties agree to submit to the jurisdiction of the federal and state courts in Reno, Washoe County, Nevada. These TOS, as CH modifies them from time to time, constitute the complete and exclusive statement of all mutual understandings between the parties with respect to the subject matter, superseding all prior or contemporaneous proposals, communications and understandings, oral or written.
© 2005 Content Holdings, LLC. All rights reserved.