1.1 The customer requires bearsharesoftware ("bearsharesoftware") to provide the customer with the following services (the "Services") and bearsharesoftware agrees to provide same:

1.2 The customer acknowledges that bearsharesoftware has provided the customer with a fully adequate description of the Services.

1.3 All services in addition to those provided for in this Agreement shall be provided, leased or sold to the customer, as the case may be, upon the terms and conditions set forth in this Agreement.

2.1 In consideration for the Services provided to the customer, the customer shall pay the charges described in the Specifications (the "Monthly Charges") as well as the activation fees, the delivery costs and other costs related to the work carried out by bearsharesoftware in accordance with section 3.7

2.2 All the charges described in section 2.1 shall be payable by the customer as of bearsharesoftware's first invoice for the Services, in accordance with the rates established by bearsharesoftware, of which the customer acknowledges having been properly informed; bearsharesoftware may modify these rates from time to time in whole or in part, upon prior notice of at least thirty (30) days to the customer, except in the case of a Reduced Rate Agreement (section 8.1), in which event the modification shall come into effect upon the expiry of the Fixed Period or any renewal period, as the case may be. Upon the resiliation of this Agreement for any reason whatsoever, activation fees, delivery costs and Monthly Charges or any unpaid portion of the foregoing shall become immediately due and payable.

2.3 All the charges contemplated in this Agreement shall be payable upon receipt of an invoice from bearsharesoftware or upon presentation of any form of preauthorized payment.

3.1 Licence. bearsharesoftware, on its behalf and on behalf of its licensors, hereby grants the customer a non-exclusive and non-assignable licence to any software made available to the customer by bearsharesoftware by any other means, including through FTP servers or other bearsharesoftware servers, the customer shall not be authorized to modify such software, use it for other purposes, decompile (reverse engineer) it or copy it, other than in accordance with the terms of the user licence.

3.2 Prohibition. The customer shall not assign its rights in this Agreement, it shall not lease, assign or lend the Equipment which has been leased, and it shall not resell, redistribute or otherwise reproduce the Services, unless, in each case, it has obtained the prior written consent of bearsharesoftware.

3.3 Maximum Use. The customer agrees that use of the Services in an "unlimited" manner refers only to the usage time and is based upon intermittent use. Notwithstanding any contrary provisions, bearsharesoftware may impose certain reasonable conditions and limits on the customer's use of the Services.

3.4 The customer undertakes not to use bearsharesoftware's members access service in an abusive manner and contrary to normal residential use such that it would disrupt the members access services provided to other bearsharesoftware customers, notwithstanding the member service to which the customer subscribes. bearsharesoftware may, within thirty (30) days of transmitting a notice to that effect to the customer at the bearsharesoftware Messaging Address, interrupt the members access service to which the customer subscribes in the event he or she fails to comply with the bearsharesoftware requirements stipulated in the said notice.

3.5 Account. bearsharesoftware shall attribute an account to the customer. The account shall remain bearsharesoftware's property at all times. If this Agreement is terminated, the customer alone shall be responsible for giving notice that the customer may no longer be contacted at the e-mail address that bearsharesoftware had attributed to it.

3.6 Speed. Speed is affected by congestion on the Internet. Therefore, bearsharesoftware does not guarantee the level of performance/speed of the Services.

3.7 Work Performed By bearsharesoftware. Depending upon the circumstances, at the customer's request and expense, bearsharesoftware shall carry out or cause to be carried out the connection, installation and repair work which it deems necessary to allow the customer to use the Equipment and to be in a position to receive the Services. All connections and systems provided by bearsharesoftware shall remain the property of bearsharesoftware.

3.8 Modifications. Upon prior notice of at least thirty (30) days to the customer, bearsharesoftware may reasonably modify the composition of the Services or amend any provision of this Agreement. However, no prior notice shall be required as regards a modification to the composition of the Services if bearsharesoftware's performance of such Services remains substantially the same and if the charges payable by the customer are not thereby increased. Any notice from bearsharesoftware to the customer may be sent by e-mail to the customer's Internet address.

3.9 The fees assessed by bearsharesoftware entitles You to access the location, evaluation, and or recommendation of software products available from the web site and for the installation and technical support provided. All software recommendations refer to software that is available without charge to individuals at large for specific purposes. The service makes no download speed performance guarantees or the availability of specific files for download on the peer to peer network. Website has no 3rd party copyrighted music on server.

You are responsible for obtaining and maintaining all computer hardware, software, firewall configurations and communications equipment needed to access the Service.
 

4.2 Respecting the rules for using bearsharesoftware's service: The customer agrees to respect reasonable rules of use regarding the Internet. bearsharesoftware may immediately interrupt a subscriber's Internet access service if it considers that the customer has contravened the above-mentioned commitments by engaging in one of the following activities:
a) Transmitting or facilitating the transmission of unsolicited e-mails ("spam")
b) Transmitting pyramid-type, chain e-mails
c) Uploading or downloading, saving or storing any information, data or material that is defamatory or obscene in nature, contains hateful literature or juvenile pornography, or which contravenes the right to privacy
d) Transmitting any file or document containing a worm virus, Trojan horse or any other item of a destructive nature.

4.3 Required Computer. The customer shall provide a computer system which meets the minimal requirements necessary for use of the Services as well as all other equipment required which is not provided by bearsharesoftware under this Agreement. Moreover, the customer acknowledges that bearsharesoftware shall not provide the customer with any service relating to the installation and/or configuration of its internal computer network.

4.4 Communications Link. The customer acknowledges that as regards the Services, bearsharesoftware's obligation shall be limited to providing the customer with access to the software. A customer who accesses the Internet through a telephone line shall obtain the communications link necessary to access the Internet.

4.5 Simultaneous Connections . The customer shall be responsible for access to the Services using its username and password and for preserving the confidentiality of its information. Simultaneous connections using the same username and password shall be forbidden. Any breach of this provision shall be a default and may give rise, at bearsharesoftware's option, to additional charges in accordance with the rates established from time to time by bearsharesoftware, which rates shall be communicated to the customer upon request, or to the resiliation of this Agreement by bearsharesoftware.

4.6 Number of Computers. The customer shall not connect a greater number of computers to the Service than the number provided for in the Specifications. Unless bearsharesoftware's prior written authorization has been obtained, no additional connections shall be loaded or made by anyone whomsoever other than bearsharesoftware or its authorized representatives.

5.2 Without limiting the generality of the foregoing, bearsharesoftware does not warrant: (i) the continuous operation of the Services or of their hardware or software components; or (ii) that the Services will meet the customer's needs, that their use will be free of any bugs or interruptions or, if applicable, that all operating problems will be solved.  

6.2 bearsharesoftware shall not be liable towards the customer or any other person for damage of any kind whatsoever caused by it or by persons under its control. Without limiting the generality of the foregoing, bearsharesoftware shall not be liable for property damage (including damage relating to software) resulting from a modification to the configuration of the software, from a computer virus, from the content, use, validity or quality of the Services provided through the Internet, from an Internet failure, from the loss or destruction of data through hacking or otherwise or from the unauthorized interception of communications or delays in the transmission or receipt thereof. If bearsharesoftware is nevertheless held liable for loss or damage of any kind whatsoever, its liability shall be limited to crediting the customer with an amount equal to the Monthly Charges payable by the customer for a period of one month.

6.3 The customer shall have sole responsibility for taking all security measures reasonably necessary in order to ensure the protection of its data and computer system.

6.4 Notwithstanding section 6.2, if the Services are interrupted due to any cause whatsoever, bearsharesoftware's liability shall be limited to crediting the customer, upon written request from the customer, for the Monthly Charges in proportion to the duration of the interruption, the whole calculated on an hourly basis. The credit shall be calculated as of the moment the customer informs bearsharesoftware of the interruption. All credit requests from the customer must be received by bearsharesoftware within thirty (30) days after the interruption.

6.5 Notwithstanding section 6.2, the customer shall be entitled to a credit for any total interruption of the Services, provided: (i) it has notified bearsharesoftware thereof; (ii) the interruption continued for at least forty-eight (48) consecutive hours after the notice; and (iii) the customer has sent a written credit request to bearsharesoftware within fifteen (15) days after the said notice.

7.1 The customer shall take up the defence of bearsharesoftware as regards any claim, action or proceedings (a "Claim") made or instituted by a third party against bearsharesoftware or its affiliates in which facts are alleged which constitute or may constitute faulty conduct on the part of the customer or a failure by the customer to fulfill any of its obligations under this Agreement, and the customer shall indemnify bearsharesoftware or its affiliates for any damages caused to them due to its faulty conduct or the breach of its obligations. bearsharesoftware may participate in the defence of all Claims, at its own expense, and may be represented by a lawyer selected by it.

8.2 The service does not offer free trials as such the one-time charge is nonrefundable. bearsharesoftware is a service website and does not issue refunds for dissatisfaction with the softwares or unability to use due to computer misconfiguration. Any cancellation, to a Membership before the end of a Contract Services period will engender a £12 Processing Fee as well as Penality charges equal to 25% of the initial membership price. Customer have 30 days to request a refund, prior to this date, all request will be ignored. All penalty charges will be automatically billed to the customer's prefered method of payment and bearsharesoftware is not in obligation to provide a written or verbal notice to the Customer.

8.3 Resiliation of Services. bearsharesoftware may resiliate this Agreement at any time upon prior notice of at least thirty (30) days to the customer, unless the resiliation results from the customer's breach of any of its obligations under this Agreement, in which case no prior notice shall be required, subject to section 8.4

8.4 Interruption or Resiliation Due to Overdue Account. bearsharesoftware may interrupt the Services or resiliate this Agreement if the customer fails to pay an overdue account, provided that this account has been outstanding for more than fifteen (15) days after its due date. Before interrupting the Services, bearsharesoftware shall give the customer a prior written notice of at least five (5) days stating the reason and the scheduled date of the interruption, the amount owed and, if applicable, the charges for re-establishing the Services, the costs of resiliating the Agreement if the customer does not make the payment within the said period of five (5) days and all costs payable by bearsharesoftware. The costs of resiliation shall mean: (i) the amount owed by the customer to bearsharesoftware in accordance with this Agreement; and (ii) all amounts payable by the customer to bearsharesoftware under this Agreement for the remaining balance of the term of this Agreement. Following the resiliation of the Agreement, bearsharesoftware shall refund to the customer any overpaid portion of the Monthly Charges.

8.5 Bankruptcy and Insolvency. This Agreement shall be resiliated as of right, without a notice being required, if the customer becomes insolvent, makes an assignment of its property for the benefit of its creditors or is declared to be bankrupt, if a receiving order or winding-up order is issued against the customer, or if the customer attempts to avail itself of any insolvency, bankruptcy or creditors' arrangement legislation.

8.6 Effects of Resiliation. All of bearsharesoftware's obligations shall cease upon the resiliation of this Agreement.

8.7 Collection Costs. The customer shall pay bearsharesoftware all the costs incurred by bearsharesoftware in order to locate or obtain or to collect any amounts due and unpaid under this Agreement.

9.2 Customer Service. Any question regarding the access service or the customer's account may be sent by e-mail to bearsharesoftware at the following address: support@bearsharesoftware.com

9.3 Language. The parties hereto have requested that this Agreement and any document relating thereto be drafted in English. Les parties aux présentes ont exigé que cette convention ainsi que tout document s'y rapportant soient rédigés en anglais.