AGREEMENT

Terms of Use Agreement

ESOTAI SERVICE TERMS OF USE

1. READ THIS:

This Terms of Use Agreement ("Agreement" or "Terms of Use") is made by and between ESOTAI, a subsidiary of TONPORT, INC, a New York corporation, with offices at Bronx, New York 10469 ("ESOTAI") and you ("you," "your" or "User"). This Agreement contains the terms and conditions that govern your use of this Service.

BY ACCESSING OR ATTEMPTING TO INTERACT WITH ANY PART OF THIS SERVICE, OR OTHER ESOTAI SOFTWARE, SERVICES, SERVICES OR ANY OF ESOTAI LICENSEES' SERVICES (COLLECTIVELY "SERVICES"), YOU AGREE THAT YOU HAVE READ, UNDERSTAND AND AGREE TO BE BOUND BY THIS AGREEMENT. IF YOU DO NOT AGREE TO BE BOUND BY THIS AGREEMENT, DO NOT ACCESS OR USE ANY PART OF THIS SERVICE.

ESOTAI RESERVES THE RIGHT, FROM TIME TO TIME, WITH OR WITHOUT NOTICE TO YOU, TO MAKE CHANGES TO THIS AGREEMENT IN ESOTAI'S SOLE DISCRETION. CONTINUED USE OF ANY PART OF THIS SERVICE CONSTITUTES YOUR ACCEPTANCE OF SUCH CHANGES. THE MOST CURRENT VERSION OF THIS AGREEMENT, WHICH SUPERSEDES ALL PREVIOUS VERSIONS, CAN BE REVIEWED BY CLICKING ON THE TERMS OF USE HYPERLINK LOCATED AT THE BOTTOM OF EVERY SCREEN ON THIS SERVICE.

No implication is made that the materials published on ESOTAI's service(s) are appropriate for use outside of the United States. If you access this service from outside of the United States, you do so on your own initiative and you are responsible for compliance with local laws. Additionally, this service is published in English and we are not responsible for errors in translation.

2. ACCESS TO THIS SERVICE

To access this service or some of the resources it offers, you may be asked to provide certain registration details or other information. It is a condition of your use of this service that all the information you provide on this service will be correct, current, and complete. If ESOTAI believes the information you provide is not correct, current, or complete, ESOTAI has the right to refuse you access to this service or any of its resources, and to terminate or suspend your access at any time.

3. RESTRICTIONS ON USE

You may use this service for purposes expressly permitted by ESOTAI. As a condition of your use of ESOTAI's service(s), you warrant to ESOTAI that you will not use the service(s) for any purpose that is unlawful or prohibited by these terms, conditions, and notices. For example, you may not (and may not authorize any party to) (i) co-brand this service, or (ii) frame this electronic service, or (iii) download any content from this service (other than as provided by these terms) without the express prior written permission of an authorized representative of ESOTAI. For purposes of these Terms of Use, co-branding means to display a name, logo, trademark, or other means of attribution or identification of any party in such a manner as is reasonably likely to give a user the impression that such other party has the right to display, publish, or distribute this service or content accessible within this service. You agree to cooperate with ESOTAI to prevent or remedy any unauthorized use. In addition, you may not use ESOTAI's service(s) in any manner which could disable, overburden, damage, or impair the service (s) or interfere with any other party's use and enjoyment of the service(s). You may not obtain or attempt to obtain any materials, content, or information through any means not intentionally made available or provided for through the service(s).

4. PERSONAL AND NON-COMMERCIAL USE LIMITATION

ESOTAI's service(s) are for your personal and non-commercial use, unless otherwise specified. You may not use this service for any other purpose, including any commercial purpose, without ESOTAI's express prior written consent. You may not modify, copy, distribute, display, send, perform, reproduce, publish, license, create derivative works from, transfer, or sell any information, content, software, products or services obtained from or otherwise connected to ESOTAI's service(s), unless expressly permitted by these terms.

5. PROPRIETARY INFORMATION

The material and content accessible from this service, and any other service owned, operated, licensed, or otherwise controlled by ESOTAI (the "Content") is the proprietary information of ESOTAI or the party that provided or licensed the Content to ESOTAI whereby such providing party retains all right, title, and interest in the Content. Accordingly, the Content may not be copied, distributed, republished, uploaded, posted, or transmitted in any way without the prior written consent of ESOTAI, except that you may print out a copy of the Content solely for your personal use, and you may re-post a single image and up to one hundred (100) words of continuous text from any article if such posting provides a right of attribution to Social Media Examiner, and promotes the article on other services, including social media services. In doing so, you may not remove or alter, or cause to be removed or altered, any copyright, trademark, trade name, service mark, or any other proprietary notice or legend appearing on any of the Content. Modification or use of the Content except as expressly provided in these Terms of Use violates ESOTAI's intellectual property rights. Neither title nor intellectual property rights are transferred to you by access to this service.

From time to time, the service will utilize various plugins or widgets to allow sharing of content via social media channels, email or other methods. Use of these plugins or widgets does not constitute any waiver of ESOTAI's intellectual property rights. Such use is a limited license to republish the content on the approved social media channels, with full credit to the service.

6. LINKS TO THIRD-PARTY SERVICES

This service may link to other services which are not maintained by, or related to, ESOTAI. You represent and warrant that you have read and agree to be bound by all applicable Terms of Use and policies for any third-party services. Links to such services are provided as a service to users and are not sponsored by or affiliated with this service or ESOTAI. ESOTAI has not reviewed any or all of such services and is not responsible for the content of those services. Links are to be accessed at the user's own risk, and ESOTAI makes no representations or warranties about the content, completeness or accuracy of the services linked to or from this service. You expressly hold ESOTAI harmless from any and all liability related to your use of a third-party service. ESOTAI provides links as a convenience, and the inclusion of any link to a third-party service does not imply endorsement by ESOTAI of that service or any association with its operators.

7. USE OF COMMUNICATION SERVICES

ESOTAI's services may contain comment boxes, forums, bulletin board services, chat areas, message boards, news groups, communities, personal web pages, calendars, and/or other message or communication facilities designed to allow you to communicate with the Internet community or with a group (collectively, "Communications Services"). You agree to use the Communication Services only to post, send and receive messages and content that are proper and related to the particular Communication Service. Users agree to adhere to this Terms of Use agreement when using ESOTAI's Communication Services.

When using the Communication Services, you agree that you will not post, send, submit, publish, or transmit in connection with this service any material that:

  1. Contains proprietary material of any third party, such as files containing software or other material protected by intellectual property laws (or by rights of privacy or publicity);
  2. Advocates illegal activity or discusses an intent to commit an illegal act;
  3. Is vulgar, obscene, pornographic, or indecent;
  4. Threatens or abuses others, libels, defames, invades privacy, stalks, is obscene, pornographic, racist, abusive, harassing, threatening or offensive;
  5. Seeks to exploit or harm children by exposing them to inappropriate content, asking for personally identifiable details or otherwise;
  6. Harvests or otherwise collects information about others, including e-mail addresses, without their consent;
  7. Violates any law or may be considered to violate any law;
  8. Impersonates or misrepresents your connection to any other entity or person or otherwise manipulates headers or identifiers to disguise the origin of the content;
  9. Falsifies or deletes any author attributions, legal or other proper notices or proprietary designations or labels of the origin or source of software or other material contained in a file that is permissibly uploaded;
  10. Advertises any commercial endeavor (e.g., offering for sale products or services) or otherwise engages in any commercial activity (e.g., conducting raffles or contests, displaying sponsorship banners, and/or soliciting goods or services) except as may be specifically authorized on this service;
  11. Solicits funds, advertises or sponsors in an  unsanctioned manner;
  12. Includes programs that contain viruses, worms and/or Trojan horses or DOS or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications;
  13. Disrupts the normal flow of dialogue, causes a screen to scroll faster than other users are able to type, or otherwise act in a way which affects the ability of other people to engage in real time activities via this service;
  14. Includes MP3 format files;
  15. Amounts to a pyramid or other like scheme, including contests, chain letters, and surveys;
  16. Disobeys any policy or regulations including any code of conduct or other guidelines, established from time to time regarding use of this service or any networks connected to this service; or
  17. Contains hyper-links to other services that contain content that falls within the descriptions set forth above.

ESOTAI reserves the right to monitor use of this service to determine compliance with these Terms of Use, as well as the right to remove or refuse any information for any reason. ESOTAI reserves the right to terminate your access to any or all of the Communication Services at any time without notice for any reason whatsoever. ESOTAI also reserves the right at all times to disclose any information as necessary to satisfy any applicable law, regulation, legal process or governmental request, or to edit, refuse to post or to remove any information or materials, in whole or in part, in its sole discretion. Materials uploaded to a Communication Service may be subject to posted limits on use, reproduction and/or dissemination and you are responsible for abiding by such limitations with respect to your submissions, including any downloaded materials.

Notwithstanding these rights, you remain solely responsible for the content of your submissions. You acknowledge and agree that neither ESOTAI nor any third party that provides Content to ESOTAI will assume or have any liability for any action or inaction by ESOTAI or such third party with respect to any submission. ESOTAI cautions you against giving out any personally identifying information about yourself in any Communication Service. ESOTAI does not control or endorse the content, messages or information found in any Communication Service and, consequently, ESOTAI specifically disclaims any liability with respect to the Communication Services and any actions resulting from your participation in any Communication Service. Managers and hosts are not authorized ESOTAI spokespersons, and their views do not necessarily reflect those of ESOTAI.

8. SUBMISSIONS

Unless you and ESOTAI enter into a separate written contract for use of your Content that states otherwise, you hereby grant to ESOTAI the royalty-free, perpetual, irrevocable, worldwide, non-exclusive right and license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform, and display all content, remarks, suggestions, ideas, graphics, or other information communicated to ESOTAI through this service (together, the "Submission"), and to incorporate any Submission in other works in any form, media, or technology now known or later developed. ESOTAI will not be required to treat any Submission as confidential, and may use any Submission in its business (including without limitation, for products or advertising) without incurring any liability for royalties or any other consideration of any kind, and will not incur any liability as a result of any similarities that may appear in future ESOTAI operations.

ESOTAI will treat any personal information that you submit through this service in accordance with its Privacy Policy.

9. DISCLAIMER

ESOTAI has made every effort to ensure that all information on the service has been tested for accuracy. ESOTAI make no guarantees regarding the results that you will see from using the information provided on the service.

The service was developed strictly for informational purposes. You understand and agree that you are fully responsible for your use of the information provided on the service. ESOTAI makes no representations, warranties, or guarantees. You understand that results may vary from person to person. ESOTAI assumes no responsibility for errors or omissions that may appear on the service.

You understand that ESOTAI cannot and does not guarantee or warrant that files available for downloading from the Internet will be free of viruses, worms, Trojan horses or other code that may manifest contaminating or destructive properties. The service is provided on an "as is" and "as available" basis without any representations or warranties, expressed or implied. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for accuracy of data input and output, and for maintaining a means external to this service for any reconstruction of any lost data. ESOTAI does not assume any responsibility or risk for your use of the Internet.

The Content is not necessarily complete and up-to-date and should not be used to replace any written reports, statements, or notices provided by ESOTAI.

YOUR USE OF THIS SERVICE IS AT YOUR OWN RISK. THE CONTENT IS PROVIDED AS IS AND WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESSED OR IMPLIED. ESOTAI DISCLAIMS ALL WARRANTIES, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT. ESOTAI DOES NOT WARRANT THAT THE FUNCTIONS OR CONTENT CONTAINED IN THIS SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THIS SERVICE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. ESOTAI DOES NOT WARRANT OR MAKE ANY REPRESENTATION REGARDING USE, OR THE RESULT OF USE, OF THE CONTENT IN TERMS OF ACCURACY, RELIABILITY, OR OTHERWISE. THE CONTENT MAY INCLUDE TECHNICAL INACCURACIES OR TYPOGRAPHICAL ERRORS, AND ESOTAI MAY MAKE CHANGES OR IMPROVEMENTS AT ANY TIME. YOU, AND NOT ESOTAI, ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION IN THE EVENT OF ANY LOSS OR DAMAGE ARISING FROM THE USE OF THIS SERVICE OR ITS CONTENT. ESOTAI MAKES NO WARRANTIES THAT YOUR USE OF THE CONTENT WILL NOT INFRINGE THE RIGHTS OF OTHERS AND ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ERRORS OR OMISSIONS IN SUCH CONTENT.

All of the information in this service, whether historical in nature or forward-looking, speaks only as of the date the information is posted on this service, and ESOTAI does not undertake any obligation to update such information after it is posted or to remove such information from this service if it is not, or is no longer accurate or complete.

10. LIMITATION ON LIABILITY

ESOTAI, ITS SUBSIDIARIES, AFFILIATES, LICENSORS, SERVICE PROVIDERS, CONTENT PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, AND DIRECTORS WILL NOT BE LIABLE FOR ANY INCIDENTAL, DIRECT, INDIRECT, PUNITIVE, ACTUAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR OTHER DAMAGES, INCLUDING LOSS OF REVENUE OR INCOME, PAIN AND SUFFERING, EMOTIONAL DISTRESS, OR SIMILAR DAMAGES, EVEN IF ESOTAI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

11. TERMINATION OR RESTRICTION OF ACCESS

ESOTAI reserves the right, in its sole discretion, to terminate your access to any or all of ESOTAI's services and the related services or any portion thereof at any time, without notice.

12. INDEMNITY

You will indemnify and hold ESOTAI, its subsidiaries, affiliates, licensors, content providers, service providers, employees, agents, officers, directors, and contractors (the "Indemnified Parties") harmless from any breach of these Terms of Use by you, including any use of Content other than as expressly authorized in these Terms of Use. You agree that the Indemnified Parties will have no liability in connection with any such breach or unauthorized use, and you agree to indemnify any and all resulting loss, damages, judgments, awards, costs, expenses, and attorneys' fees of the Indemnified Parties in connection therewith. You will also indemnify and hold the Indemnified Parties harmless from and against any claims brought by third parties arising out of your use of the information accessed from this service.

13. TRADEMARKS AND COPYRIGHTS

The trademarks, trade names, service marks, and logos ("Trademarks") appearing on this Service, including without limitation ESOTAI® and/or its distinctive logo, all other content on this Service ("Copyrights"), including all page headers, custom graphics, button icons, and scripts are copyrighted works of ESOTAI, and may not be copied, imitated or used, in whole or in part, without the prior written permission of ESOTAI. From time to time, the service will legally utilize intellectual property owned by third parties related to our services. The rights in any third party trademarks or copyrighted works on this Service are retained by their respective owners. Nothing in this Agreement shall confer any right of ownership of any of the Trademarks or Copyrights to you. Further, nothing in this Agreement shall be construed as granting, by implication, estoppel or otherwise, any license or right to use any Trademark or Copyright without the express written permission of ESOTAI. The misuse of the Trademark or Copyrighted works displayed in this service, or any other content on the service, is strictly prohibited and may expose you to liability.

All contents of ESOTAI's services are: Copyright © ESOTAI. All rights reserved.

14. COPYRIGHT INFRINGEMENT

Notice and Takedown Procedure

ESOTAI expeditiously responds to valid notices of copyright infringement that adhere to the requirements set forth in the Digital Millennium Copyright Act (DMCA). If you believe that your work has been copied in a way that constitutes copyright infringement, you may provide ESOTAI's Designated Agent with a notice that contains all six points enumerated below to staff@esotai.com

Upon receipt of a valid notice, ESOTAI will remove or disable access to the allegedly infringing content as well as make a good-faith attempt to contact the owner or administrator of the affected content so they may counter-notice pursuant to Sections 512(g)(2) and (3) of the DMCA.

  1. An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest;
  2. A description of the copyrighted work that you claim has been infringed upon;
  3. A description of where the material that you claim is infringing is located on the service, including the URL, if applicable;
  4. Your address, telephone number, and e-mail address;
  5. A 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; and,
  6. 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.

Be aware that a notice must contain all six points for ESOTAI to take action. All other notices will be ignored.

Repeat Infringers

In accordance with Section 512(i)(1)(a) of the DMCA, ESOTAI will, in appropriate circumstances, disable and/or terminate the accounts of users who are repeat infringers.

It is ESOTAI's policy to accommodate and not interfere with standard technical measures used by copyright owners to identify or protect copyrighted works that ESOTAI determines are reasonable under the circumstances.

15. SECURITY

Any passwords used for this service are for individual use only. You will be responsible for the security of your password (if any). ESOTAI will be entitled to monitor your password and, at its discretion, require you to change it. If you use a password that ESOTAI considers insecure, ESOTAI will be entitled to require the password to be changed and/or terminate your account.

You are prohibited from using any services or facilities provided in connection with this service to compromise security or tamper with system resources and/or accounts. The use or distribution of tools designed for compromising security (e.g., password guessing programs, cracking tools or network probing tools) is strictly prohibited. If you become involved in any violation of system security, ESOTAI reserves the right to release your details to system administrators at other services in order to assist them in resolving security incidents. ESOTAI reserves the right to investigate suspected violations of these Terms of Use.

ESOTAI reserves the right to fully cooperate with any law enforcement authorities or court order requesting or direction ESOTAI to disclose the identity of anyone posting any e-mail messages, or publishing or otherwise making available any materials that are believed to violate these Terms of Use. BY ACCEPTING THIS AGREEMENT YOU WAIVE AND HOLD HARMLESS ESOTAI FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY ESOTAI DURING OR AS A RESULT OF ITS INVESTIGATIONS AND/OR FROM ANY ACTIONS TAKEN AS A CONSEQUENCE OF INVESTIGATIONS BY EITHER ESOTAI OR LAW ENFORCEMENT AUTHORITIES.

16. MISCELLANEOUS

These Terms of Use will be governed and interpreted pursuant to the laws of New York, United States of America, notwithstanding any principles of conflicts of law. You specifically consent to personal jurisdiction in New York in connection with any dispute between you and ESOTAI arising out of these Terms of Use or pertaining to the subject matter hereof. The parties to these Terms of Use each agree that the exclusive venue for any dispute between the parties arising out of these Terms of Use will be in the state and federal courts in New York City, New York.

If any part of these Terms of Use is unlawful, void or unenforceable, that part will be deemed severable and will not affect the validity and enforceability of any remaining provisions.

You agree that no joint venture, partnership, employment, or agency relationship exists between you and ESOTAI as a result of this agreement or use of ESOTAI's services.

These Terms of Use constitute the entire agreement among the parties relating to this subject matter and supersedes all prior or contemporaneous communications and proposals, whether electronic, oral or written between the user and ESOTAI with respect to ESOTAI's services.

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.

The Terms of Use may not be assigned by you without our prior written consent, however, the Terms of Use may be assigned by us in our sole discretion.

Notwithstanding the foregoing, any additional terms and conditions on this service will govern the items to which they pertain.

ESOTAI may revise these Terms of Use at any time by updating this posting.