2.  Membership Responsibilities; PRODIGY Software License

Responsibilities of All Members.    You are responsible for complying 
with all   terms and conditions of this Agreement, and   with all 
policies and guidelines posted on the  Service.  You are personally 
responsible for   all use of the Service under your ID   (including 
payment for orders placed) even if  you allow someone else to use 
your ID.    Illegal, fraudulent or abusive use of any ID  on the 
Service is grounds for termination of  Membership, and may be referred 
to law   enforcement authorities.  Enrolling or using  any ID on the 
Service under a name other than your own is prohibited, except where 
the Service permits "nicknames".

You must keep all information that you store  on the Service up to 
date, including your   address, any credit, debit or charge card   
numbers and expiration dates, and any Service  payment information.  

You must promptly inform Prodigy if you   suspect any breach of 
security, such as loss,  theft, or unauthorized disclosure or use of   
your ID, password or any credit, debit or   charge card number stored 
on the Service.  Until Prodigy is notified of a breach of   security 
(by notice given as described in Section 8, or by telephone at 
1-800-PRODIGY (1-800-776-3449)) you will remain responsible  for any 
unauthorized use of the Service   occurring under your ID.  (Liability 
for use  of credit, debit or charge cards is subject to  your 
agreement with the card issuer.)

You may use the ordering functions of the   Service only to place 
valid orders for   merchandise, services or other items for which  
such ordering functions are intended.

The Service is provided for your personal use  only.  Unless you have 
Prodigy's express   written consent, you may not resell it, in   
whole or part, or otherwise commercially exploit it, or assign or 
transfer your Membership to anyone else.  

Responsibility of Membership Holders.  You have overall responsibility 
for your   Membership, which includes the proper use of  the Service 
by all Members of your Membership.  You are also responsible for all 
fees and   charges incurred by the Membership (see   Section 3), and 
for payment for all orders   placed by any minor Member in your 
Membership.  A minor may not be a Membership Holder.    Prodigy may 
terminate, without notice, any   Membership where the Membership 
Holder is a   minor, or, in Prodigy's sole discretion, may   
permit an adult to become the Membership Holder under procedures 
established by Prodigy. Access to certain portions of Service  
content by other Members of the Membership may  be controlled by and 
is the responsibility of  the Membership Holder.

PRODIGY Software License.  All PRODIGY software provided to you, and 
each  revised version thereof, is licensed to you by  Prodigy only for 
use in connecting to the   Service from within the 50 United States, 
the  District of Columbia, Puerto Rico, and Canada  and you may use 
or copy it only as instructed  by Prodigy.  Use or copying for any 
other   purpose is prohibited and is a breach of this  Agreement.  
The PRODIGY software files remain  Prodigy's property at all times, 
and Prodigy may make changes to the number and/or content
of these files directly while you are  connected to the Service.  
(The PRODIGY   software does not affect or involve any other   files 
in your computer without your   authorization.)  You accept the 
terms of this   license by using the PRODIGY software.  This   
license will terminate upon termination of the  Membership for which 
it was issued.  At that   time, the Membership Holder must return 
the   PRODIGY software to Prodigy or destroy it.

Prodigy is not responsible in any way for any  non-Prodigy computer 
programs or devices   intended for use in connection with the   
Service and/or the PRODIGY software even if   such programs or 
devices are advertised and/or  made available on the Service.

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