SECTION 1
1. DEFINITIONS

1.1 Everywhereprint.com and Everywhere Print and Shopcorporation.com and Shop Corporation means Everywhere Print A.B.N. (Australian Business Number) 26 979 534 244 of Shop 15, 385 Forest Road, Bexley, New South Wales 2207, Australia. “Everywhere Print” includes Everywhere Print Franchising and its related or associated entities and franchisees.

1.2 The “Customer” means the party placing an order for the purchase of goods or services from Everywhere Print.

1.3 An “Order” refers to an order for goods or services.

2. ACTING IN RELIANCE

2.1 The Customer warrants that the information provided by the Customer is true and correct. The Customer acknowledges that Everywhere Print will act in reliance on this information.

2A. APPLICATION OF TERMS AND CONDITIONS

2A.1 These Terms and Conditions (“T&Cs”) apply to each and every dealing between the parties Everywhere Print and the Customer, and the Customer agrees to adhere to these Terms and Conditions and will that they prevail over any other verbal, implied or written conditions, whether verbal, implied or written to the extent permitted by law.

2A.2 These T&Cs may be changed by Everywhere Print from time to time and the then current version of the T&Cs shall be binding upon the Customer.

3. ORDERS

3.1.1 Orders are subject to acceptance in accordance with these T&Cs. Orders are subject to acceptance by Everywhere Print in whole or in part at: Everywhere Print, Shop 15, 385 Forest Road, Bexley, New South Wales 2207, Australia

3.1.2 CUSTOMER’S RESPONSIBILITY – It is the Customer’s responsibility to ensure that the electronic files supplied comply with Everywhere Print’s file specifications requirements and that the files supplied are correct and able to be printed as soon as they are supplied. Files supplied without ‘bleed’ will be printed as they are supplied under the assumption that this is the Customer’s requirement. It is the Customer’s responsibility to ensure that any materials supplied for printing do not breach relevant copyright legislation. Everywhere Print accepts no responsibility for any copyright issues. No assumptions or judgements are made by Everywhere Print in relation to the correctness or acceptability of any electronic files supplied to us. Electronic files are printed as they are supplied and there will be variations between finished printed products and the same file being printed on various proofing devices (ie. Inkjet printers and the like). Customers must also understand that our printing process will result in colour variations between orders and exact colour matching cannot and will not be provided by Everywhere Print. Colour variations will occur from job to job and run to run. Please do not order from Everywhere Print if you require an exact colour match or are uncertain with any aspect of your supplied electronic files. Under no circumstances will electronic files be kept by Everywhere Print for future use by the Customer. Electronic files must be supplied with each and every order. It is also the Customer’s responsibility to understand the nature of the various stocks that we print on and the impact of different finishing options will have on that stock (ie cracking). Everywhere Print assumes that its Customers are fully aware of this impact before any orders are placed. Everywhere Print accepts no responsibility whatsoever for any cracking caused by folding of brochures or the like. NO REFUNDS OR REPRINTS will be provided for any breaches of the Customer’s responsibility contained within this clause.

3.2 The Customer must place a written order setting out full details of all of their requirements, in writing. Everywhere Print will not be responsible for any mistakes that may be attributable to insufficient or lack of written details. The Customer will be required to pay for such goods ordered by mistake.

3.3 Everywhere Print reserves the right to impose minimum order requirements at anytime which may be changed by Everywhere Print from time to time.

3.4 No order may be cancelled except with the consent in writing from Everywhere Print.

3.5 If the Customer purports to cancel any order, such conduct may be treated as a repudiation of the contract. The Customer shall pay Everywhere Print all loss, damage, costs and expenses incurred or suffered by Everywhere Print as a result of such conduct (Minimum $40 cancellation fee regardless of circumstances will be incurred by Customer).

3.6 Orders shall not be varied unless the variation is in writing, signed by Everywhere Print.

3.7 Everywhere Print or the manufacturer of the goods (“the Manufacturer”) may, without notice, change the range of goods and services or redesign or modify existing goods or services resulting in some goods becoming obsolete or unavailable and Everywhere Print or the Manufacturer shall not be liable for any loss or damage suffered by the Customer or the Customer’s customers as a result. The Customer undertakes to advise any person or company to whom it sells any goods of this condition.

4. ACCEPTANCE OF ORDERS

4.1 An Order will be deemed to have been accepted by Everywhere Print upon transmission at the earlier of:

4.1.1 of such order to the Art Department of The Everywhere Print (A.B.N. 26 979 534 244) receipt of payment for the goods by Everywhere Print; or

4.1.2 despatch of the goods from Everywhere Print.

4.2 No orders may be varied or cancelled by the Customer after acceptance ; unless agreed to by Everywhere Print, on terms and conditions set by Everywhere Print.

5. PAYMENT

5.1 The goods or services must be paid for in full at the time of placing the order for the goods or services by the Customer. Everywhere Print does not grant credit to its Customers.

5.2 Everywhere Print may require an amount be paid by the Customer as a non-refundable deposit. Payment for goods must be received by credit card payment via our secure website, to be received by Everywhere Print at the time of placing the order for the goods with Everywhere Print.

5.3 Everywhere Print may not be obliged to hand over deliver the goods or perform services until all monies owing and overdue to Everywhere Print by the Customer, including for any prior orders, are paid to Everywhere Print and shall not be responsible for any loss or damage suffered by the Customer as a result.

5.4 If Everywhere Print agrees, in its absolute discretion, to grant credit to the Customer, the Customer must complete a Credit Application and provide security and guarantees as required by Everywhere Print.

6. PRICES AND RESALE PRICES

6.1 Everywhere Print’ price lists or quotations do not constitute an offer.

6.2 Quotations are given and orders are accepted only on the basis that the prices charged will be those applicable at the date of the order being despatched, ex Everywhere Print warehouse. All prices are subject to change without notice.

6.3 Prices are inclusive of costs of delivery of the goods to the Customer and any applicable goods and services tax.

6.4 All prices are subject to change without notice.

6.5 Recommended and suggested resale or retail prices wherever shown are recommended resale or retail prices only and there is no obligation to comply with any recommendation or suggestion.

6.6 The Customer shall in addition to any monies otherwise payable hereunder pay any applicable goods and services taxes (or its equivalent) in respect of any goods and/or services purchased.

7. MODIFICATIONS

7.1 Everywhere Print is not obliged to attend to any modifications or variations to the goods unless agreed in writing by Everywhere Print.

7.2 If any modifications to the goods are required to comply with the regulations or laws of the State or Country in which the Customer is located and/or in which the goods are to be resold or used by the Customer, each order must include clear instructions detailing the required modifications.

7.3 The Customer must not modify the goods in any way, other than with the written consent of Everywhere Print and in strict compliance with instructions supplied by Everywhere Print.

7.4 Everywhere Print shall not be liable for any loss or damage suffered by the Customer or any third party of or incidental to:

7.4.1 If Everywhere Print agrees to undertake any modifications or variations to the goods in accordance with a request by the Customer and if the instructions or information supplied by the Customer are incorrect, incomplete or in any way ambiguous, Everywhere Print shall not be liable for any loss or damage including consequential loss or damage suffered by the Customer or any third party of or incidental to the variations or modifications not complying with the Customer’s requirements or not complying with the regulations, standards or laws to which the goods and/or the Customer are subject.

8. SHIPMENT

8.1 All representations by Everywhere Print as to the date and/or time for delivery are made in good faith, but are not guaranteed. All representations are made in good faith, in the light of conditions and circumstances that are known to Everywhere Print at the time.

8.2 Everywhere Print and its directors, officers, employees and associated companies shall not be liable for late deliveries or non-deliveries and under no circumstances shall Everywhere Print be liable for any loss, or damage, including consequential loss or damage, or delay occasioned suffered by to the Customer or its Customers arising from late or non-delivery of goods or service, whether such loss or damage is due to negligence or wilful act, misconduct or default of Everywhere Print or any third party and whether or not if the same occurs in the course of the performance by Everywhere Print of any contract or in circumstances which are foreseeable by Everywhere Print or in circumstances which would constitute a fundamental breach of any contract or a breach of any fundamental term hereof.

8.3 Goods will normally be shipped by the most convenient and economical method and route having regard to the nature of the goods. Everywhere Print reserves the right to charge the Customer for delivery. 

8.4 If Everywhere Print was unable to deliver part of an order for any reason whatsoever, Everywhere Print may deliver by instalments. Each instalment shall be regarded as a separate contract and any defect in, or failure to deliver an instalment shall not give the Customer the right to cancel the balance of deliveries due under the order.

8.5 The Customer will upon receipt, inspect the goods and notify Everywhere Print of any errors or shortages within three days after delivery, quoting delivery docket numbers and all other relevant details.

9. DAMAGE OR LOSS IN TRANSIT

9.1 It shall be the responsibility of the Customer to insure the goods after despatch from the Everywhere Print. Everywhere Print may suggest or offer group insurance but it is the Customer’s responsibility to ensure that the insurance is adequate for the purpose. Everywhere Print shall not be liable for any loss or damage suffered during transit of the goods to the Customer.

10. TITLE AND RISK

10.1 Everywhere Print reserves all legal title and ownership in relation to the goods until all monies owed by the Customer to Everywhere Print are fully paid.

10.2 Until the legal ownership of the goods has passed to the Customer, the Customer shall be a bailee of such goods in its possession but title for such goods remains with Everywhere Print.

10.3 If the goods are resold, or products manufactured using the goods are sold by the Customer, the Customer shall hold such part of the proceeds of any such sale as represents the invoice price of the goods sold or used in the manufacture in a separate identifiable account as the beneficial property of Everywhere Print and shall pay such amounts to Everywhere Print upon request.

10.4 Notwithstanding the provisions above, Everywhere Print shall be entitled to maintain an action against the Customer for the whole purchase price and any other loss suffered or incurred by Everywhere Print.

10.5 The Customer shall have no claim against Everywhere Print for any damages or other monies whatsoever if Everywhere Print repossesses or attempts to repossess the goods. The rights of Everywhere Print hereunder are in addition to any other claim or rights Everywhere Print has under any other term hereof or under any other contract between the parties.

10.6 Risk in the goods supplied by Everywhere Print shall pass to the Customer immediately on despatch by Everywhere Print and the Customer shall keep the goods insured, safe and readily identifiable.

11. DEFAULT

11.1 In the event the Customer is in default of any term or condition and such default has continued for a period of seven days, Everywhere Print may, at its election at any time thereafter shall be at liberty to cancel any or all orders yet to be completed and to recover from the Customer any or all losses, damages, costs, interest, fees, charges (including handling charges payable to Everywhere Print and its suppliers) and all expenses incurred and suffered by Everywhere Print as a result of the Customer’s default and the subsequent cancellation.

11.2 The Customer shall have no recourse whatsoever against Everywhere Print for any loss or damaged suffered as a result of any such cancellation.

11.3 In the event that any monies are due and payable by the Customer to Everywhere Print, but remain unpaid for seven days, Everywhere Print may charge the Customer and be paid interest on the outstanding balance from the due date until payment is received by Everywhere Print at a rate of 1.5% per calendar month or part thereof, an the Customer will also pay to Everywhere Print, any costs and expenses (including legal expenses) that Everywhere Print incurs in enforcing these Terms and Conditions of Sale or any other Agreement that it has with the Customer.

12. DEFECTS

12.1 Any claim by the Customer relating to any defect in manufacture of goods, or any shortage or other nonconformity to an order for goods or services shall be made in writing to Everywhere Print at its address:

Everywhere Print, Shop 15, 385 Forest Road, Bexley, New South Wales, 2207 Australia

within 3 days of delivery of the goods or services.

12.2 Unless such written claim is received by Everywhere Print within the specified period, the Customer shall be deemed to have accepted the condition of the goods and/or services and , conformity of the goods and services to the order.

12.3 Any claim in relation to a defect in goods must be accompanied by both:

12.3.1 a specimen of the article showing the alleged defect; and

12.3.2 a sample taken from the consignment in its original packaging showing the references used for identification purposes.

12.4 Notwithstanding that a claim has been made by the Customer, the Customer shall pay for the goods and/or services pending determination of the claim by Everywhere Print.

13. RETURNS

13.1 No goods shall be returned to Everywhere Print by the Customer without the written consent of Everywhere Print.

13.2 If Everywhere Print consents to the return of goods, Everywhere Print shall not be required to accept such goods by way of return unless:

13.2.1 The delivery charge for the return to Everywhere Print of the goods is first paid by the Customer;

13.2.2 The goods are unused and undamaged and in their original packaging; and

13.2.3 The goods and the packaging are as new and in a saleable condition with only their original marks, numbers unaltered and prices not marked thereon if applicable.

14. LIMITATION OF LIABILITY

14.1 Subject to any written warranty otherwise given by Everywhere Print, and subject to any statutory warranties or implied which by law cannot be excluded, all warranties conditions and representations, whether express or implied are expressly excluded. Where a warranty or conditions is implied by law, Everywhere Print’s liability is to the extent that same can be so limited, is limited to one of the following at Everywhere Print’ discretion in the case of goods:

14.1.1 Replacement of goods or supply of equivalent goods or supply of the service again;

14.1.2 Repair of goods;

14.1.3 Payment of costs of replacing the goods or acquiring equivalent goods; or

14.1.4 Payment of the cost of having the goods repaired or supplying the services again.

14.2 Everywhere Print and its directors, officers and, employees and associated companies, shall have no liability (including liability in negligence) to any person for any loss or damage, consequential or otherwise, howsoever suffered or incurred by any such person of and incidental to the goods sold by Everywhere Print to the Customer, and without limiting the generality thereof, any loss or damage consequential or otherwise suffered or incurred by any such person caused by or caused directly or indirectly from any late or non-delivery, any failure, defect or deficiency of whatsoever nature or kind incidental to the goods or services, or associated with delayed and non-delivery and whether or not if the same occurs in the course of the performance by Everywhere Print of any contract or in circumstances which are foreseeable by Everywhere Print or in circumstances which would constitute a fundamental breach of any contract or a breach of any fundamental term hereof.

14.3 The Customer and its directors hereby indemnifies and keeps indemnified Everywhere Print and its directors, officers, and employees and associated companies (to the extent permissible by law) in respect of any loss or damage consequential or otherwise howsoever suffered or incurred by any person or incidental to any occurrence referred to in the previous paragraph.

14.4 Everywhere Print shall not be liable for failure to observe or perform in accordance with these T&Cs for any reason or cause which was not within its control, including without limitation, war, insurrection, riot, civil commotion, strikes, lock outs, labour or industrial disputes, acts of God, acts of Governments, flood, storm, tempest, power shortages or power failure, inability to obtain sufficient labour, raw materials, fuel or utilities.

15. CUSTOMER’S DETAILS

15.1 The Customer shall forthwith give notice to Everywhere Print of the change of address, telephone number, facsimile numbers or address for delivery to the Customer not later than 7 days prior to such change occurring.

15.2 The Customer shall inform Everywhere Print of any changes in the ownership of the Customer within 14 days of such change, whether total or partial by giving notice in accordance with clause 16 herein forwarding to Everywhere Print notice in writing of that change to:

Everywhere Print, Shop 15, 385 Forest Road, Bexley, New South Wales 2207, Australia.

15.3 Until such notice is received by Everywhere Print the Customer and if it is a company or trustee, each of the Directors thereof shall hold Everywhere Print indemnified, against all losses, unpaid accounts, interest, damages, costs, charges, fees and expenses of whatsoever nature incurred or suffered by Everywhere Print in trading with any person, company (including the same company but with a different shareholder or shareholders) or other entity (including a trust) which may have purchased the Customer’s business or any interest therein or any of the shares in the Customer and used the Customer’s previously approved credit account for trading.

16. NOTICES

16.1 Any notice, demand or other communication given or made under these T&Cs must be in writing:

16.1.1 Made by an authorised officer of the sender and delivered to the intended recipient by prepaid post, hand or fax to the address or fax number last notified by the intended recipient to the sender, signed by an authorised officer,

16.1.2 If given or made by the Customer, signed by the Customer or an authorised officer, and

16.1.3 Delivered to the intended recipient by prepaid post, hand or fax to the address or fax number last notified by the intended recipient to the sender,

16.2 Such notices will be taken to have been given or made:

16.2.1 In the case of delivery by post, three days after the date of posting;

16.2.2 In the case of delivery by hand, when delivered, and

16.2.3 In the case of delivery by fax, on receipt by the sender of a transmission control report from the despatching machine showing the relevant number of pages and the correct destination fax machine number or name of recipient and indicating that the transmission has been made without error.

16.3 Any notice, demand or other communication may also be given or made in accordance with any method, procedure or requirement permitted under any applicable law.

MISCELLANEOUS

17.1 These T&Cs shall be governed by and interpreted in accordance with the laws of New South Wales and the parties irrevocably submit to the non-exclusive jurisdiction of the courts of that jurisdiction and any appeal courts from them.

17.2 The Customer and its directors declare that the goods and/or services to be provided by Everywhere Print are to be used wholly or predominantly for business and/or investment purposes (or for both purposes).

17.3 The Customer acknowledges and agrees that Everywhere Print may assign all of its rights, benefits and interests under this Agreement to any other entity as nominated by Everywhere Print. Any such assignment by Everywhere Print shall not prejudice or affect the rights, claims or interests of the Customer or Everywhere Print which have accrued up to the date of assignment.

17.4 The Customer shall not assign, transfer or novate its rights and obligations under this Agreement, without the prior written consent of Everywhere Print, in Everywhere Print’ absolute discretion.

17.5 If any provision of these T&Cs is, for any reason, wholly or partly held to be illegal, void, invalid or unenforceable by a court of law or other competent authority, that provision shall be severed in the relevant jurisdiction and all other provisions of the T&Cs shall continue in full force and effect.

17.6 No failure to exercise, nor any delay in exercising, any right, power or remedy by Everywhere Print operates as a waiver. A single or partial exercise by Everywhere Print of any right, power or remedy does not preclude any other or further exercise of that or any other right, power or remedy. A waiver is not valid or binding on Everywhere Print unless in writing. Everywhere Print’ rights, powers and remedies under these T&Cs are in addition to, and do not exclude or limit, any right, power or remedy provided by law or equity or by any other agreement or instrument.

17.7 The Customer consents to the use of any Personal Information of its employees, officers or agents, for the purposes set out in Everywhere Print’ Privacy Policy including but not limited to the Customer’s or its director’s credit history.

17.8 Everywhere Print shall not under any circumstances be responsible to the Customer for any failure to comply with its obligations under this Agreement pursuant to any order that is accepted, which failure is caused by an act of God, acts of any Government, war or other hostility, national or international disaster, the elements, fire, explosion, power failure, equipment failure, strikes or lockout, inability to obtain necessary supplies and the like and other force majeure occurrences.

SECTION 2
1.0 ACCEPTANCE OF TERMS
1.1 These Everywhere Print Consolidated Terms of Service (–TOS are between you (You, Your, or merchant and Everywhere Print and its affiliates (Everywhere Print and consists of the most recent versions of the terms and conditions of the CTOS.1.2 Everywhere Print reserves the right, in its sole discretion, to change, modify, add, or remove all or part of these Terms, including but not limited to any term, applicable fee, policy, or guideline, at any time without notice or acceptance by You, except as provided in Section 4. Regardless of whether Everywhere Print has provided You individual notice, Your continued use of the Service following Everywhere Print's notice or posting of changed Terms will constitute Your acceptance of such changes. It is Your responsibility to check regularly for changes to the Terms and ensure that any contact information You provide to Everywhere Print is updated and correct.1.3 If You are registering a new domain name or using a previously registered domain name in conjunction with the Service, Your use of the domain name is also subject to the policies of the Internet Corporation for Assigned Names and Numbers (ICANN and the appropriate Melbourne IT Domain Name Registration Agreement set forth below, which is an agreement between You and Melbourne IT, and not with Everywhere Print1.4 BY COMPLETING THE REGISTRATION PROCESS (Registration Process AND CLICKING THE ACKNOWLEDGEMENT BOX, YOU: (a) agree to be bound by these Terms and, if applicable, the Melbourne IT Domain Name Registration Agreement; (b) represent and warrant that, if You are an individual, You are 18 years old or older or, if you are an entity, that You are a corporation, partnership, or other legal entity duly formed (and incorporated if applicable) in good standing where required to do business with all legal authority and power to accept these Terms; (c) agree to provide true, accurate, current, and complete information in the Service registration form, including billing and payment-related information and other account information (all together, the Account Information, and agree to maintain and update this information to keep it true, accurate, current, and complete; (d) agree to be bound by the terms of the ICANN Uniform Domain Name Dispute Resolution Policy located at http://www.icann.org/udrp/udrp.htm as may be amended or relocated from time to time; and (e) represent and warrant that You have the power and authority to enter into and perform under these Terms. If you are a third party accessing an account(s) on behalf of an account owner (e.g., as an administrator, consultant, analyst, etc.), You agree that these Terms apply, mutatis mutandis, to Your activities on behalf of such account owner. If these Terms or any future changes are unacceptable to You, Your sole remedy is to cancel Your Service. IF YOU DO NOT ACCEPT AND AGREE TO THESE TERMS, DO NOT COMPLETE THE REGISTRATION PROCESS.2.0 DESCRIPTION OF SERVICE2.1 The complete list of services (the ⊿ervice governed by these Terms is as follows:Everywhere Print Merchant Solutions: Merchant Starter, Merchant Standard, and Merchant Professional;Everywhere Print Web HostingEverywhere Print Business Email (˙usiness Email: Custom Mailbox and Business Mail;Everywhere Print Domains: the Everywhere Print Domains product offering;Everywhere Print Site: Site Plus2.2 If You are a Everywhere Print Merchant Solutions customer, Your Service includes E-Commerce (Store) functionality, Web Hosting, Business Mail, and Everywhere Print Domain Services (without a Starter Web Page). These entire Terms apply to You.2.3 If You are a Everywhere Print Web Hosting customer, Your Service includes Web Hosting, Business Mail, and Everywhere Print Domain Services (without a Starter Web Page). Except for Section 10 (Merchant Solutions), these entire Terms apply to You.2.4 If You are a Everywhere Print Business Email customer, Your Service includes Custom Mailbox or Business Mail and Everywhere Print Domain Services. Except for Section 10 (Merchant Solutions), these entire Terms apply to You.2.5 If You are a Everywhere Print Domain Services customer, Your Service includes the Everywhere Print Domain Service (with a single Starter Web Page). Except for Section 10 (Merchant Solutions), these entire Terms apply to You.2.6 If You are a Everywhere Print Site Plus customer, Your Service includes a Site web address. Except for Sections 10, 11, and 12 (Merchant Solutions, Business Email, and Everywhere Print Domain Service), these entire Terms apply to You.2.7 Unless explicitly stated otherwise, any new features that augment or enhance the current Service, including the release of new Service resources, shall be subject to these Terms. In order to use the Service, You must obtain access to the World Wide Web, either directly or through devices that access web-based content, and pay any fees associated with such access. You are responsible for obtaining and maintaining all telephone, computer hardware, and other equipment needed for Your access to and use of the Service and any Software, and for all related fees.2.8 The Service is designed to serve certain needs of small, independently owned and operated businesses in the United States. The Service is not intended to support the needs of large enterprises or internationally based businesses.3.0 INTELLECTUAL PROPERTY
3.1 Except for the rights expressly granted herein, this Agreement does not transfer from Everywhere Print to You any Everywhere Print developed, licensed, or owned technology, and all rights, title, and interest in and to such technology will remain solely with Everywhere Print The parties agree that they will not, directly or indirectly, reverse engineer, decompile, disassemble, or otherwise attempt to derive source code or other trade secrets from the other party.3.2 Notwithstanding anything to the contrary in this Agreement, You will not attempt to prohibit or enjoin Everywhere Print at any time from utilizing any skills or knowledge of a general nature acquired during the course of providing the Services, including, without limitation, information publicly known or available or that could reasonably be acquired in similar work performed for another customer of Everywhere Print3.3 Everywhere Print may be required to disclose information to individuals asserting rights under the Digital Millennium Copyright Act, and You expressly authorize Everywhere Print to comply with any and all lawful notices, subpoenas, court orders, or warrants without prior notice to You.3.4 You will not use Everywhere Print's name or any language, pictures, or symbols that could, in Everywhere Print's sole judgment, imply Everywhere Print's identity in any (i) written or oral advertising or presentation, or (ii) brochure, newsletter, book, or other written material of whatever nature, without Everywhere Print's prior written consent. You agree that any and all press releases and other public announcements related to this Agreement and subsequent transactions between Everywhere Print and You, including the method and timing of such announcements, must be approved in advance by Everywhere Print in writing. Everywhere Print reserves the right to withhold approval of any public announcement in its sole discretion. Without limitation, any breach of Your obligation regarding public announcements shall be a material breach of these Terms.3.5 Everywhere Print, other Everywhere Print product and service names, and all of their related logos are each trademarks of Everywhere Print Inc. (the Everywhere Print Marks. Without Everywhere Print's prior written permission, you agree not to display, or use in any manner, the Everywhere Print Marks.4.0 PAYMENT
4.1 Payment TermsUnless modified in accordance with Section 4.6, You will pay all fees due according to the prices and terms applicable to your Services, including option features. All installation or setup fees and non-recurring charges, along with the first month's recurring charges, shall be due and payable within ten (10) days of initiation of Service. Thereafter, recurring fees will be charged in advance to Your selected payment method. If Your selected payment method is invalid or You are otherwise past due in your payments for any reason, the Service may be terminated and removed from Everywhere Print's servers by Everywhere Print with or without notice, and all the information contained within deleted permanently. Everywhere Print accepts no liability for information or content that is deleted due to an invalid payment method or where Your payments are past due. Reactivation of the Service after termination or cancellation for any reason shall require the payment of additional setup fees. In the event You fail to pay charges, Everywhere Print may assign unpaid late balances to a collection agency for appropriate action. In the event legal action is necessary to collect on balances due, You agree to reimburse Everywhere Print for all expenses incurred to recover sums due, including attorneys' fees and other legal expenses. You also agree to pay all current charges for the Service as well as taxes and fees assessed against You or Everywhere Print on the charges and all late payment, interest, or other fees as stated on Your bill. Everywhere Print may modify its billing practices or late payment charges by providing You with prior written notice of the modification. Everywhere Print in its discretion may offer discounts or special offers from time to time.4.2 Merchant SolutionsIf You are a Everywhere Print Merchant Solutions customer, You will be charged, as applicable, (a) a one-time setup fee, (b) a monthly hosting fee, and (c)monthly transaction fee equal to a percentage of the Total Revenue, with payments due with the billing for the month after the calendar month to which the transaction fee applies. Everywhere Print will calculate all fees.═otal Revenuemeans the total dollar amount, excluding shipping and handling charges and any applicable taxes, of all transactions conducted through Your Store. See Section 10.1. You will be entitled to identify, and exclude from Total Revenue, those transactions conducted through Your Store that are canceled or for which no products are shipped to the purchaser (Excluded Transactions, except that You must identify a transaction as an Excluded Transaction within 90 days from the date on which the transaction was originally conducted. Everywhere Print shall be entitled to audit, at a mutually agreed upon time during normal business hours, those records of Yours relating to Total Revenue, including Excluded Transactions, and otherwise to investigate Total Revenue, including Excluded Transactions, which might include contacting the purchaser to confirm that a transaction at issue is an Excluded Transaction.4.3 Web Hosting, Business Email, Domain Services, and SiteIf You are a Everywhere Print Web Hosting, Everywhere Print Business Mail, and/or Everywhere Print Site Plus customer, You will be charged, as applicable, (a) a one-time setup fee and (b) a recurring Service fee. If You are a Everywhere Print Domains or Custom Mailbox customer, you will be charged, as applicable, an annual Service fee. Everywhere Print will calculate all fees.4.4 Upgrades and DowngradesYou can upgrade or downgrade between the plans and products listed in Section 2 above at any time. Such upgrade or downgrade will take effect immediately. You will be automatically charged, via the payment method You provided, any and all fees based upon your upgrade or downgrade. If You are due a refund, the amounts will be credited and refunded to You. In the event that you change from one non-annual service to another, your payment method will be charged a pro-rata amount for the upgraded service and credited a pro-rata amount for the unused previous service. In the event that you change from a non-annual service to an annual service, your payment method will be charged for the entire annual service and credited a pro-rata amount for the unused non-annual service. In the event that you change from an annual service to a non-annual or annual service, no refunds will be provided. Both the refund and charge will both be based on the number of days remaining in Your contract term. The contract term and anniversary date may change if You change from a non-annual service to an annual service, or from an annual service to a non-annual service. You may also be charged, as applicable, an upgrade or downgrade fee. Fees may not be credited towards other services.For Domains and Custom Mailbox Products upon upgrades, downgrades, or cancellation there is no refund of any unused portion of the service. You will own the domain name until the end of your prepaid term. For Domains and Custom Mailbox users who upgrade to Web Hosting, Merchant Solutions, or Business Email, Your prepaid domain registration will be extended for the unused portion of the term, and all setup fees for the product will be waived.4.5 Price ChangesEverywhere Print may, upon notice required by applicable laws, at any time change the amount of or basis for determining any fee or charge or institute new fees or charges with respect to the Service. Upon renewal, as provided in Section 5.1, the prices charged may be changed without notice to the then prevailing price for the Services.Current Fee SchedulesFor the current fee schedules, go to:http://smallbusiness.Everywhere Print.com/webhosting for Web Hosting;http://smallbusiness.Everywhere Print.com/domains/ for Domains;http://smallbusiness.Everywhere Print.com/merchant/pricing.php for Merchant Solutions; andhttp://smallbusiness.Everywhere Print.com/email/ for Business Email.4.6 TaxesYou shall pay or otherwise be responsible for all federal, state, or local sales, use, excise, gross receipts, municipal fees, transfer, transaction, property, or similar taxes, fees, or surcharges (hereinafter ═ax imposed on, or with respect to, the Services under this Agreement.5.0 TERM AND TERMINATION
5.1 TermThe initial term of this Agreement will commence on the date that You click the acknowledgement box to acknowledge that You have read, understood, and agree to these Terms and will remain in effect for the period of time corresponding to the plan You select during the Registration Process (Initial Term. If You wish to terminate the Services at the end of the Initial Term or any subsequent term to which you have agreed (Renewal Term, You must sign in to your account, access the control panel at http://smallbusiness.Everywhere Print.com/services/index.php, and follow the instructions on the link labeled –ancel Plan.Neither U.S. mail nor phone notification shall be acceptable. If You fail to notify Everywhere Print of Your intent not to renew, this Agreement will be automatically renewed, thirty (30) days prior to the end of the current Initial or Renewal Term for a month-to-month period, ninety (90) days prior to the end of the current term for a 3-month-term product, or for one year in the case of products with an annual term, at the Everywhere Print then-current rates and charges. If You agree to a Renewal Term, or fail to cancel the services as set forth herein, this Agreement will be renewed at the then-current rates and fees. Except as set forth in these Terms, neither party will be liable to the other for any termination or expiration of any Service or this Agreement in accordance with its Terms.5.2 Cancellation/Termination by YouYou may cancel Your Service and terminate these Terms at any time. If You cancel the Service before the end of the Initial or Renewal Term, Your Service and access to the Service will be discontinued immediately, and no refund will be provided for any payments You have made. If the Initial or Renewal Term is more than one month, and you cancel Your Service prior to the expiration of such Term, an early termination fee may apply to the extent agreed to during the Registration Process.If You registered for a new domain name in conjunction with Your Service, and cancel before You have paid your second monthly payment without disputing such charge with either your payment method company or Everywhere Print, Everywhere Print reserves the right to request the domain name provider to remove the domain name from the domain name registry and/or transfer the domain name from You to Everywhere Print You acknowledge that where Everywhere Print transfers such domain name to Everywhere Print under this Section 5.2, Everywhere Print will hold all rights of the registered domain name holder in respect of that domain name, including the right to sell the domain name to a third party (where this was a right held by You as the original registrant in respect of the relevant domain name).Additionally, Your domain name will cease working with Your email and no longer point to Your web site. After cancellation and/or expiration of this Agreement, You will no longer have access to Your web site and all information contained therein may be deleted by Everywhere PrintIf You did not register for a new domain name in conjunction with the Service, or did register for a new domain name but cancel Your Service after You have paid Your second monthly payment without disputing such charge with either your payment method company or Everywhere Print, Your domain name will remain registered for its current term. However, Your domain name will cease working with Your email and no longer point to Your web site. After cancellation and/or expiration of this Agreement, You will no longer have access to Your web site and all information contained therein may be deleted by Everywhere Print5.3 Termination by Everywhere PrintEverywhere Print may terminate these Terms at any time upon notice to You. Notwithstanding anything to the contrary herein, Everywhere Print may also, but has no duty to, immediately suspend or terminate Your Service, terminate Your access and password, remove Your Service from Everywhere Print's servers, or remove any Content within the Service, if Everywhere Print concludes, in its sole discretion, that You (a) have breached, violated, or acted inconsistently with the letter or spirit of these Terms, including any applicable Everywhere Print Policy or any applicable law or regulation; (b) have provided false information as part of your Account Information; (c) have failed to keep your Account Information complete, true, and accurate; (d) fail to respond to any email communication sent to the email address listed in your Account Information; (e) are engaged in fraudulent or illegal activities or the sale of illegal or harmful goods or services; or (f) are engaged in activities or sales that may damage the rights or reputation of Everywhere Print or others (each ═ermination for Cause. Any Termination for Cause by Everywhere Print will take effect immediately, and You expressly agree that You will not have any opportunity to cure. If Your Everywhere Print ID is terminated for any reason, these Terms and Your access to the Service will also be terminated. Additionally, if You registered a new domain name in conjunction with Your Service, and Everywhere Print terminates Your Service due to a Termination for Cause, then Everywhere Print reserves the right to request the domain name provider to remove the domain name from the domain name registry and/or transfer the domain name from You to Everywhere Print You acknowledge that where Everywhere Print transfers such domain name to Everywhere Print under this Section 5.3, Everywhere Print will hold all rights of the registered domain name holder in respect of that domain name, including the right to sell the domain name to a third party (where this was a right held by You as the original registrant in respect of the relevant domain name).5.4 Termination for Cause by Either PartyIn addition to any other right to terminate set forth herein, either party may terminate this Agreement if: (i) the other party breaches any material term or condition of this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice of the same, except in the case of failure to pay fees, which must be cured within five (5) days after receipt of written notice from Everywhere Print; (ii) the other party becomes the subject of a voluntary petition in bankruptcy or any voluntary proceeding relating to insolvency, receivership, liquidation, or composition for the benefit of creditors; or (iii) the other party becomes the subject of an involuntary petition in bankruptcy or any involuntary proceeding relating to insolvency, receivership, liquidation, or composition for the benefit of creditors, if such petition or proceeding is not dismissed within sixty (60) days of filing.5.5 Termination Legal EventIn the event a ruling, regulation, or order issued by a judicial, legislative, or regulatory body causes Everywhere Print to believe that these Terms and/or the Service provided hereunder may be in conflict with such rules, regulations, and/or orders, Everywhere Print may suspend or terminate the Service, or terminate these Terms without liability.5.6 Deletion of ContentUpon any termination of the Service, Everywhere Print reserves the right to permanently delete from its servers any and all information and content contained in Your account or Service, including but not limited to order processing information, mailing lists,files, email, and any web pages generated by You or the Service. Everywhere Print accepts no liability for such deleted information or content.5.7 Responsibility for FeesShould Everywhere Print suspend a portion, but not all, of your Service due to a violation by You of any law, regulation, or policy, You shall remain liable for all fees applicable to the Service as a whole. Should Everywhere Print terminate your Service, You are liable for the payment of all fees applicable to the Service up to the date of termination, in addition to any early termination fees (if any).5.8 WaiverYou expressly waive any statutory or other legal protection in conflict with the provisions of this Section 5.6.0 COMMUNICATIONS
As part of the Service, You agree to receive the first of an ongoing series of product update communications related to the Service (˙usiness Services Product Updates. Business Services Product Updates may include information about Everywhere Print Merchant Solutions, Everywhere Print Web Hosting, Everywhere Print Business Email, Everywhere Print Domain Services, and/or Everywhere Print Site, in addition to other related products and services. Upon receipt of this first Business Services Product Update, You will have the opportunity to opt out of future Business Services Product Updates by clicking on unsubscribe links or by following unsubscribe instructions within the communication. Please note that You may also visit your Everywhere Print Marketing Preferences page at any time to manage Your communication preferences for other optional communication categories.7.0 PRIVACY AND ACCEPTABLE USE
7.1 Everywhere Print PoliciesYou agree that you have received, read and understand the Everywhere Print Privacy Policy (Everywhere Print Policiesand also the Mail Guidelines http://docs.Everywhere Print.com/info/guidelines/mail.html, and the Store Guidelines http://docs.Everywhere Print.com/info/guidelines/store.html. The Everywhere Print Policies contain restrictions on Your online conduct (including prohibitions against unsolicited commercial email). The current version of the Everywhere Print Policies is posted at the Everywhere Print web site as set forth in Section 1.1. Everywhere Print may change the Everywhere Print Policies upon notice to You, which notice may be provided by posting such new Everywhere Print Policies at the Everywhere Print web site.As part of Your Registration Process, You agree that some communications are required, such as, by way of example and not limitation, customer service messages regarding Your Service, and updates to the Service. In order to opt out of receiving such communications, You must cancel the Service. You also understand and agree that the Service may include certain communications from Everywhere Print, such as service announcements and administrative messages, that these communications are considered part of Everywhere Print membership, and that You will not be able to opt out of receiving them.7.2 Prohibited UsesIn addition to those matters set forth in the Everywhere Print Policies, You shall not post, transmit, retransmit, or store material on or through any of the Services which, in the sole judgment of Everywhere Print (i) is in violation of any local, state, federal, or foreign law or regulation, (ii) is threatening, obscene, indecent, defamatory, or that otherwise could adversely affect any individual, group, or entity (collectively, ≒ersons, or (iii) violates the rights of any person, including rights protected by copyright, trade secret, patent, or other intellectual property or similar laws or regulations including, but not limited to, the installation or distribution of ╬iratedor other software products that are not appropriately licensed for Your use. You agree that you will NOT knowingly use the Service, among other things, to:(a) upload, post, email, transmit, or otherwise make available any content that is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another's privacy, hateful, or racially, ethnically, or otherwise objectionable;(b) harm minors in any way;(c) impersonate any person or entity, including but not limited to a Everywhere Print official, forum leader, guide, or host, or falsely state or otherwise misrepresent your affiliation with a person or entity;(d) forge headers or otherwise manipulate identifiers in order to disguise the origin of any content transmitted through the Service;(e) upload, post, email, transmit, or otherwise make available any content that You do not have a right to make available under any law or under contractual or fiduciary relationships (such as inside information, proprietary, and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements);(f) upload, post, email, transmit, or otherwise make available any content that infringes any patent, trademark, trade secret, copyright, or other proprietary rights of any party;(g) upload, post, email, transmit, or otherwise make available any unsolicited or unauthorized advertising, promotional materials, ╦unk mail,╯pam,╟hain letters,╬yramid schemes,or any other form of solicitation, except in those areas (such as shopping rooms) that are designated for such purpose;(h) upload, post, email, transmit, or otherwise make available any material that contains software viruses or any other computer code, files, or programs designed to interrupt, destroy, or limit the functionality of any computer software or hardware or telecommunications equipment;(i) interfere with or disrupt the Service or servers or networks connected to the Service, or disobey any requirements, procedures, policies, or regulations of networks connected to the Service;(j) intentionally or unintentionally violate, attempt to violate, or avoid any applicable ICANN regulation or policy;(k) intentionally or unintentionally violate any applicable local, state, national or international law, including, but not limited to, regulations promulgated by the U.S. Securities and Exchange Commission, any rules of any national or other securities exchange, including, without limitation, the New York Stock Exchange, the American Stock Exchange, or the NASDAQ, and any regulations having the force of law;(l) provide material support or resources (or to conceal or disguise the nature, location, source, or ownership of material support or resources) to any organization(s) designated by the United States government as a foreign terrorist organization pursuant to section 219 of the Immigration and Nationality Act;(m) ╯talkor otherwise harass another;(n) collect, transmit, or store personal or financial data about any individual or entity, other than in accordance with Section 9.3 herein;(o) promote or provide instructional information about illegal activities, promote physical harm or injury against any group or individual, or promote any act of cruelty to animals. This may include, but is not limited to, providing instructions on how to assemble bombs, grenades, and other weapons, and creating –rushsites;(p) use your home page (or directory) as storage for remote loading or as a door or signpost to another home page, whether inside or beyond Everywhere Print Site;(q) have multiple Everywhere Print Site addresses that are within the same Everywhere Print Site neighborhood or that have the same theme; or(r) collect, transmit, or store any type of adult, mature, or sexually explicit content; or(s) engage in commercial activities through the Everywhere Print Site service. This includes, but is not limited to, the following activities:* offering for sale any products or services;* soliciting for advertisers or sponsors;* conducting raffles or contests that require any type of entry fee;* resell, rent, or otherwise receive consideration for placement of any creative material (e.g., no third-party advertising)* displaying a sponsorship banner of any kind, including those that are generated by banner or link exchange services, with the sole exceptions of the GeoGuide Banner Exchange program and the Internet Link Exchange; and* displaying banners for services that provide cash or cash-equivalent prizes to users in exchange for hyperlinks to their web sites.You agree to indemnify and hold harmless Everywhere Print from any claims resulting from the use of the Services which damages You or any other party. Everywhere Print reserves the right to investigate You, Your business, and/or Your owners, officers, directors, managers, and other principals, Your sites, and the materials comprising the sites at any time. These investigations will be conducted solely for Everywhere Print's benefit, and not for Your benefit or that of any third party. If the investigation reveals any information, act, or omission, which in Everywhere Print's sole opinion, constitutes a violation of any local, state, federal, or foreign law or regulation, or the Everywhere Print Policies, Everywhere Print may immediately shut down the site, and notify You of the action. You agree to waive any cause of action or claim You may have against Everywhere Print for such action.7.3 Advertising and PromotionsEverywhere Print runs advertisements and promotions on Dormant Domains. A Dormant Domain is any domain name that uses Everywhere Print's name servers and is not being used by You to display Your content. A domain may become dormant by, including without limitation, (i) not setting up the bonus Starter Web Page offered by Everywhere Print Domains, Everywhere Print Custom Mailbox, or Everywhere Print Business Mail upon purchase of any of these products, (ii) not modifying the default ║nder Constructionpage provided with your Everywhere Print Web Hosting, Everywhere Print Store, or Everywhere Print Merchant Solutions product, (iii) cancellation or expiration of the Everywhere Print Domains service without redelegating or transferring the domain to another provider, (iv) canceling your Custom Mailbox, Business Mail, Web Hosting, Store, or Merchant Solutions service without redelegating or transferring the domain to another provider. By allowing Your domain name to become a Dormant Domain, you agree that Everywhere Print has the right to run such advertisements and promotions. In the event you would like Everywhere Print to cease running advertisements and promotions on your Dormant Domain, you may contact Everywhere Print as set forth at http://smallbusiness.Everywhere Print.com/contactus/. The manner, mode, and extent of advertising by Everywhere Print on your Dormant Domain is subject to change. Your correspondence or business dealings with, or participation in promotions of, advertisers found on or through the Service, including payment and delivery of related goods or services, and any other terms, conditions, warranties, or representations associated with such dealings, are solely between you and such advertiser. You agree that Everywhere Print shall not be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or as the result of the presence of such advertisers on the Service.7.4 Abusive User BehaviorEverywhere Print uses certain confidential internal and third-party tools and techniques to protect users from abusive and other harmful behavior on the Internet and on the Everywhere Print servers. Everywhere Print reserves the right to take any action it deems necessary at its sole discretion, including, without limitation, account termination or suspension, to protect against such abusive or harmful behavior. Everywhere Print updates these tools, techniques, and practices from time to time as the abusive practices and industry standards change. You agree that Everywhere Print shall not be responsible or liable for any loss or damage of any sort incurred by You, or any third party, as the result of Everywhere Print taking or not taking any actions in response to any actual or perceived abusive user behavior.8.0 OWNERSHIP AND SECURITY
You will receive a password from Everywhere Print to provide access to and use of Your Service, and You agree to keep Your password confidential. You are entirely responsible for maintaining the security of Your Service, and You are fully responsible for all activities that occur under Your Service and password,and any other actions taken in connection with the registered domain name, including any email accounts or sub-accounts that You create for You or other individuals (―omain Email Users. You agree to immediately notify Everywhere Print of any unauthorized uses of the Service or any other breaches of security. Everywhere Print cannot and will not be liable for any loss or damage from Your failure to comply with this security obligation. You acknowledge and agree that under no circumstances will Everywhere Print be liable, in any way, for any acts or omissions of You or any user of Your Service to whom You gave access, including any damages of any kind incurred as a result of such acts or omissions.9.0 CONTENT AND SOFTWARE: THIS SECTION APPLIES TO Everywhere Print MERCHANT SOLUTIONS, Everywhere Print WEB HOSTING, Everywhere Print SITE, Everywhere Print BUSINESS EMAIL, AND Everywhere Print DOMAINS CUSTOMERS
9.1 Content and Conduct RulesYou understand that all information, data, text, software, music, sound, photographs, graphics, video, messages, goods, products, services, links to other World Wide Web sites or resources, and other materials (–ontent, whether publicly posted or privately transmitted, are the sole responsibility of the person from which such Content originated. This means that You, and not Everywhere Print, are entirely responsible for all Content that You upload, post, transmit, or otherwise make available via the Service. The Content must comply with these Terms, including applicable Everywhere Print Policies, and any applicable law or regulation.9.2 Your Privacy PolicyYou agree (a) to post a privacy policy in Your Store that, at a minimum, discloses any and all uses of personal information that You collect from users; (b) to include in Your privacy policy a paragraph provided or approved by Everywhere Print that describes Everywhere Print's collection and use of Your customer's information; (c) to provide a hypertext link to Your privacy policy on the home page of Your Store and on all pages where You collect personal information from users, including but not limited to all checkout pages; and (d) to use personal information only as expressly permitted by Your privacy policy. You agree to indemnify and defend Everywhere Print from and against any and all claims stemming from Your failure to comply with this provision and/or Your failure or refusal to abide by the terms and provisions of any applicable Privacy Policies.9.3 Provisions for Use and Security of Cardholder Data and Other Personal or Financial DataFor purposes of this Section, the term –ardholder Dataor –DIrefers to the number assigned by the card issuer that identifies the cardholder's account or other cardholder personal information, and ≒ersonally Identifiable Informationor ≒IImeans any CDI or other personal or financial data relating to any individual or entity.The provisions set forth in this Section apply to a Merchant that either itself, or through a processor or other agent, stores, processes, handles, or transmits cardholder data or PII in any manner.A. Merchant shall at all times comply with the Cardholder Information Security Program (–ISP requirements for cardholder data that are prescribed in the Visa Operating Regulations or otherwise issued by Visa, as they may be amended from time to time (collectively, the –ISP Requirements. Copies of current CISP Requirements documentation are available on the Visa.com web site at http://usa.visa.com/business/merchants/cisp_index.html.B. Merchant acknowledges and agrees that cardholder data may be used only for assisting in completing a card transaction, for fraud control services, for loyalty programs, or as specifically agreed to by Visa or as required by applicable law.C. In the event of a breach or intrusion of or otherwise unauthorized access to cardholder data stored at or for Merchant, Merchant shall immediately notify the card issuer in the manner required in the CISP Requirements, and provide Visa and the acquiring financial institution and their respective designees access to Merchant's facilities and all pertinent records to conduct a review of Merchant's compliance with the CISP Requirements. Merchant shall fully cooperate with any reviews of their facilities and records provided for in this paragraph.D. Merchant shall maintain appropriate business continuity procedures and systems to ensure security of cardholder data in the event of a disruption, disaster, or failure of Merchant's or Merchant's primary data systems.E. Merchant and its successors and assigns shall comply with the CISP Requirements after termination of this Agreement.F. Merchant acknowledges and agrees that PII may be used only for assisting in completing an e-commerce transaction, including fraud control services associated with said e-commerce transaction, subject to applicable law.9.4 Content OwnershipEverywhere Print does not claim ownership of the Content You place on Your Service. By submitting Content to Everywhere Print for inclusion on Your Service, You grant Everywhere Print and its successors and assignees, the worldwide, royalty-free, and nonexclusive license under Your copyrights and other intellectual property rights, if any, in all material and content displayed in Your web site to use, distribute, display, reproduce, and create derivative works from such material in any and all media and display in any manner and on any Everywhere Print property the results of search queries and comparisons conducted on Everywhere Print, including, without limitation, searches conducted on Everywhere Print Shopping and the Service. You also grant Everywhere Print the right to maintain such content on Everywhere Print's servers during the term of these Terms and to authorize the downloading and printing of such material, or any portion thereof, by end-users for their personal use. This license exists only for as long as You continue to be a Service customer and terminates when Your Service is terminated.You acknowledge that Everywhere Print does not prescreen Content, but that Everywhere Print and its designees shall have the right (but not the obligation) in their sole discretion to refuse or remove any Content that is available via the Service. Without limiting the foregoing, Everywhere Print and its designees shall have the right to remove any Content that violates these Terms, including any applicable Everywhere Print Policies, is illegal, or is otherwise objectionable as determined in Everywhere Print's sole discretion. You agree that You must evaluate, and bear all risks associated with, the use of any Content, including any reliance on the accuracy, completeness, or usefulness of such Content.9.5 Everywhere Print Proprietary Rights and SoftwareYou acknowledge and agree that the Service and any necessary software used in connection with the Service (⊿oftware contains proprietary and confidential information that is protected by applicable intellectual property and other laws. You further acknowledge and agree that Content available from Everywhere Print for the Service, or contained in sponsor advertisements or information presented to You through the Service or advertisers, is protected by copyrights, trademarks, service marks, patents, or other proprietary rights and laws. Except as expressly authorized by Everywhere Print or advertisers, You agree not to modify, rent, lease, loan, sell, distribute, or create derivative works based on the such Content, the Service, or the Software, in whole or in part.Everywhere Print grants to You a personal, nontransferable and nonexclusive right and license to use the object code of its Software only on a server controlled by Everywhere Print for the sole purpose of using the Service; provided that You do not (and do not allow any third party to) copy, modify, create a derivative work of, reverse engineer, reverse assemble, or otherwise attempt to discover any source code, sell, assign, sublicense, grant a security interest in, or otherwise transfer any right in the Software. You agree not to modify the Software in any manner or form, or to use modified versions of the Software, including (without limitation) for the purpose of obtaining unauthorized access to the Service. You agree not to access the Service by any means other than through the interface that is provided or authorized by Everywhere Print for use in accessing the Service.You may not use web pages or parts of web pages generated by means of the Software, other than Content that originates from and is proprietary to You, on any server other than the servers controlled by Everywhere Print without Everywhere Print's express written agreement. You also acknowledge and agree that the Software is intended for access and use by means of web browsing software, and that Everywhere Print does not commit to support any particular browsing platform. Everywhere Print reserves the right at any time to revise and modify the Software, release subsequent versions thereof and to alter features, specifications, capabilities, functions, and other characteristics of the Software, without notice to You. If any revision or modification to the Software materially changes Your ability to conduct business, Your sole remedy is to cancel Your Service.With respect to any elective, additional software that may be made available by Everywhere Print in connection with the Service, if You elect to download or access such additional software, You understand that You may have to agree to additional terms and conditions before You use such software.9.6 Everywhere Print Web Hosting FunctionYou acknowledge that the Web Hosting service is offered as a platform to host and serve web pages and web sites and is not offered for other purposes, such as remote disk space storage. Accordingly, You understand and agree to use the web hosting service solely for the purpose of hosting and serving web pages as viewed through a web browser and the Hypertext Markup Language (HTML) protocol or other equivalent technology. Everywhere Print Web Hosting is designed to serve the web hosting needs of small, independently owned and operated businesses in the United States. It is not intended to support the greater web hosting needs of large enterprises or internationally based businesses. Everywhere Print Web Hosting is also a shared web hosting service, which means a number of customers' web sites are hosted from the same server. To ensure that Everywhere Print Web Hosting is reliable and available for the greatest number of users, a customer's web site usage cannot adversely affect the performance of other customers' sites. Additionally, the purpose of Everywhere Print Web Hosting is to host web sites, not store data. Using an account primarily as an online storage space for archiving electronic files is prohibited. You further agree that if, at Everywhere Print's sole discretion, You are deemed to have violated this section, or if Everywhere Print, in its sole discretion, deems it necessary due to excessive burden or potential adverse impact on Everywhere Print.s systems, potential adverse impact on other users, server processing power, server memory, abuse controls, or other reasons, Everywhere Print may suspend or terminate Your account without notice to You and with no liability to Everywhere Print.10.0 Everywhere Print MERCHANT SOLUTIONS: THIS SECTION APPLIES ONLY TO Everywhere Print MERCHANT SOLUTIONS CUSTOMERS
10.1 E-Commerce (Store)With Everywhere Print Merchant Solutions, You can use the Service to facilitate the creation and maintenance of an interactive online store (⊿tore for the sale of goods and services. You acknowledge and agree that You will be solely responsible for all goods and services offered at and sold through Your Store, all materials used or displayed at the Store, and all acts or omissions that occur at the Store or in connection with Your account or password. Certain Stores may be subject to additional requirements. You agree that Your use of the Service and Your Store will be in compliance with the Store Guidelines located at http://docs.Everywhere Print.com/info/guidelines/store.html and any applicable laws and regulations at all times. You agree to display in Your Store Your contact information, including but not limited to Your company name, address, telephone number, fax number, and email address. You also agree to update such information to keep it true, accurate, current, and complete.10.2 Representations and WarrantiesYou represent and warrant that You have full power and authority under all relevant laws and regulations: (a) to offer and sell the goods and services offered at the Store, including, but not limited to, holding all necessary licenses from all necessary jurisdictions to engage in the advertising and sale of the goods or services offered at the Store; (b) to copy and display the materials used or displayed at the Store; and (c) to provide for credit card payment and delivery of goods or services as specified at the Store.10.3 Suspension or Termination of StoreIn addition to that right set forth in Sections 5.3 & 5.4, Everywhere Print reserves the right to terminate Your Service, or refuse to host or continue to host any Store which it believes, in its sole discretion: (a) has caused a significant number of complaints for failing to be reasonably accessible to customers or timely fulfill customer orders; or (b) has become the subject of a government complaint or investigation. Additionally, Everywhere Print reserves the right to review and remove any Store at any time for non-compliance with these Terms.10.4 Merchant InformationEverywhere Print maintains information about You and the Store on Everywhere Print servers, including, but not limited to, Your Account Information, Your customer order information, sales information, and clickstream data (merchant Information. You grant to Everywhere Print a non-exclusive, worldwide, royalty-free, perpetual license to use Merchant Information in aggregate form (i.e., in a form that is not individually attributable to You) for research, marketing and other promotional purposes. You agree that Everywhere Print may disclose Merchant Information in the good faith belief that such action is reasonably necessary: (a) to comply with the law; (b) to comply with legal process; (c) to enforce these Terms; (d) to respond to claims that You or the Store is engaged in activities that violate the rights of third parties; or (e) to protect the rights or interests of Everywhere Print or others; provided, however, that nothing in this Section shall impose a duty on Everywhere Print to make any such disclosures.10.5 Deletion of Merchant InformationYou agree that Everywhere Print may delete customer credit card information from Everywhere Print servers 14 days after You retrieve such information, and may delete all other Merchant Information from Everywhere Print servers at the end of each calendar year.10.6 Technical AccessYou acknowledge and agree that technical processing of Merchant Information is and may be required: (a) for the Service to function; (b) to conform to the technical requirements of connecting networks; (c) to conform to the technical requirements of the Service; or (d) to conform to other, similar technical requirements. You also acknowledge and agree that Everywhere Print may access Your account and its contents as necessary to identify or resolve technical problems or respond to complaints about the Service.10.7 Sale and Assignment of StoresNotwithstanding Section 16 below, You are permitted to sell Your Store to a third party, provided that all of the following occur: (a) You assign, in accordance with Section 24 below, all rights and obligations under these Terms to such third party receiving the Store, (b) You give prior written notice to Everywhere Print, (c) You provide to Everywhere Print evidence that such third party has agreed to these Terms as a permitted assignee, and (d) such third-party assignee has provided Everywhere Print with all information requested by Everywhere Print, and such information is complete and accurate. Should You attempt to sell a Store or assign these Terms in violation of this Section 10.8, such attempt will be null and void, and You will remain responsible for all obligations and liabilities under these Terms, Your Store, and the Service.11.0 Everywhere Print BUSINESS EMAIL: THIS SECTION DOES NOT APPLY TO Everywhere Print DOMAINS AND Everywhere Print SITE CUSTOMERS.
11.1 Service DescriptionEverywhere Print Business Email allows You to register a domain name and to create web-based or POP email accounts for the purpose of sending and receiving email at the domain name registered by You. If you have a Business Email product, other than Custom Mailbox, You can create email subaccounts for Domain Email Users so that they may send and receive email with selected email addresses. You expressly agree that any violation of these Terms may result in termination of any and all email accounts, as determined in Everywhere Print's sole discretion. Everywhere Print expressly assumes no liability for any losses incurred due to Domain Email User activities.11.2 Domain Email UsersIf You are a Domain Email User, You agree that Your use of Your email subaccount is also subject to these Terms, and the Business Email Additional Terms of Service (http://docs.Everywhere Print.com/info/guidelines/business.html), and that Your violation of these Terms may result in termination of Your subaccount, or the entire Service, as determined in Everywhere Print's sole discretion. Please note that all Domain Email Users who are assigned web-based email subaccounts must have Everywhere Print IDs and are subject to the Everywhere Print Terms of Service (http://docs.Everywhere Print.com/info/terms/) and the Business Email Guidelines (http://docs.Everywhere Print.com/info/guidelines/mail.html). Everywhere Print expressly assumes no liability for any losses incurred by You due to Domain Email User activities. Domain Email Users who are assigned web-based email subaccounts may use their Everywhere Print IDs to access Everywhere Print Calendar, Address Book, Briefcase, and Notepad (collectively ≒IM in conjunction with their Business Email accounts. Information residing in a Domain Email User's PIM belongs to the Domain Email User. Information residing in the separate Business Email account belongs to You. You may edit preferences, settings, add or delete email addresses, read or send email, monitor Domain Email User behavior, and control access to certain areas on the Business Email account.12.0 Everywhere Print DOMAINS
12.1 For Everywhere Print Domains, the Service includes assisting You in acquiring or moving a domain name (i.e. web address) as well as providing you access to certain Everywhere Print software to facilitate your use of the Service.PLEASE NOTE: WITH RESPECT TO Everywhere Print DOMAINS, NOTHING IN THE AGREEMENT OBLIGATES Everywhere Print TO LIST OR LINK TO YOUR DOMAIN NAME OR PROVIDE WEB SITE HOSTING SERVICES IN CONNECTION WITH YOUR DOMAIN NAME BEYOND THAT PROVIDED WITHIN THE SERVICE.12.2 If You register a new domain name in conjunction with any Service, the following terms also apply:(a) Everywhere Print has chosen Internet Names Worldwide (a division of Melbourne IT Limited), or INWW,an ICANN accredited registrar, for .com, .net, .org, .biz, .info, and .us domain names, to provide domain name registration services. You hereby authorize Everywhere Print to acquire Your selected domain name from INWW. In order to receive a domain name, You must agree to INWW's terms and conditions, which immediately follow Section 29 of this CTOS and are also located at http://smallbusiness.Everywhere Print.com/tos/domain-reg-agreement, as may be amended. You understand that You are creating a separate contractual relationship between You and INWW, and that You, and not Everywhere Print, are responsible for all fees, liability, and obligations in connection with that relationship. Until the Service is canceled or otherwise terminated, Everywhere Print will pay on Your behalf the domain registration/renewal fees as part of the Service. You agree that Your obligations to indemnify under Indemnityin these Terms includes any claim or demand associated with Your domain name, any domain name preregistration services provided through the Service, or the INWW terms and conditions.(b) You will be listed as the registrant and administrative contact in connection with Your domain name, unless You choose another registrant and administrative contact. If You choose a registrant and administrative contact other than Yourself, such person(s) must enter into an agreement directly with the INWW and, additionally, will be bound by this Agreement in addition to You. You hereby authorize Everywhere Print to list Everywhere Print as the billing contact, technical contact, and name server in connection with Your domain name and to take any actions Everywhere Print deems appropriate in those capacities. However, upon termination of the Service, Everywhere Print may immediately cease acting in those capacities and reserves the right to transfer Your account to INWW for collection of past-due amounts. In the event of such transfer, You authorize INWW to serve as the billing contact, technical contact, and name server in connection with Your domain name, and to take any actions the INWW deems appropriate in those capacities. Upon termination of the Service, Everywhere Print will not be responsible for forwarding any notices, emails, or other correspondence to You or taking any other actions in connection with Your domain name. You will be solely responsible for all ongoing fees, as well as removing Everywhere Print as the billing, technical contact, and name servers in connection with Your domain name, unless Everywhere Print notifies You otherwise.(c) You acknowledge that Everywhere Print cannot guarantee the availability of the domain name you select for your use until Everywhere Print receives confirmation of its order from INWW, which may take several business days.12.3 Using a Preexisting Domain NameIf You have previously registered a domain name with another provider and want to use it with the Service, You must request that the existing registrar change the name servers for the domain name as designated by Everywhere Print, on Your behalf.PLEASE NOTE: THE EXISTING REGISTRAR WILL CONTINUE TO BE THE REGISTRAR FOR THAT DOMAIN, AND YOU WILL CONTINUE TO BE RESPONSIBLE FOR ALL ONGOING FEES FOR THAT DOMAIN NAME WITH YOUR EXISTING PROVIDER, INCLUDING RENEWAL FEES. THE FEES PAYABLE TO Everywhere Print FOR THE SERVICE DO NOT INCLUDE REGISTRATION OR RENEWAL FEES OWED BY YOU TO YOUR EXISTING PROVIDER.12.4 Transferring to Everywhere Print's Registrar of RecordINWW is Everywhere Print's current registrar of record. If Everywhere Print switches to another registrar of record, Everywhere Print may at any time request in writing that You transfer the domain name registered for the Service to the new registrar of record. If You do not agree to this request within 30 days, You agree that Everywhere Print will continue to provide the Service to You, but may, in its sole discretion, either:(a) require You to pay an additional fee to Everywhere Print for the Service in order to renew and maintain Your domain name with the prior registrar of record; or(b) require You to be responsible for all fees, including any renewal fees, directly with the prior registrar of record, in which case You authorize Everywhere Print to cease to pay for the domain name fees as part of the Service, and change the billing contact details for the domain name from Everywhere Print to You by providing Your applicable Account Information to the prior registrar of record.12.5 Verifying Your Domain Name InformationIn compliance with ICANN regulation and the INWW gTLD Terms and Conditions or the INWW .us Terms and Conditions, as applicable (Required Information, and in order to minimize the risk of fraud, Everywhere Print may at any time request You to verify any information required to be supplied by a registrant. If You fail to respond to any such request or fail to verify any Required Information to Everywhere Print's reasonable satisfaction, within 15 days of any such request from Everywhere Print, Everywhere Print may, in its sole discretion, immediately terminate Your Service and remove any of Your materials, including Your domain name, from Everywhere Print servers.12.6 If You choose to register a domain name using the Private Domain Registration feature of the Service, which will substitute certain information relating to the registration of the Domain Name, such as the name, postal address, email address, telephone number, and fax number of the administrative contact, technical contact, and billing contact, and where applicable, the postal address, telephone number, and fax number of the registrant contact (–ontact Details, but not the organization name, the following terms also apply:(a) Everywhere Print has chosen Internet Names Worldwide (a division of Melbourne IT Limited), or INWW,an ICANN accredited registrar, to provide the Private Domain Registration features of the Service. With respect to all matters concerning the Private Domain Registration feature of the Service, you agree with all of the terms and conditions of the End User Agreement between you and INWW, which are located at the following link: http://www.melbourneit.com.au/policies/(b) You agree to keep all information provided to Everywhere Print and INWW complete, true, and accurate at all times.(c) You understand that your billing and contact information must be complete, true, and accurate at all times.(d) You will not use or attempt to use the service to avoid any legal obligations, including without limitation any requirements to register Yourself or any entity with the appropriate governmental organizations, or to avoid, resist, or make more difficult the service of legal process on You, or any legal entity.(e) You will respond in a timely manner to any communications from Everywhere Print, INWW and any communications from a third party forwarded to You by INWW.(f) YOU EXPRESSLY AGREE AND ACKNOWLEDGE THAT ANY CANCELLATION, FAILURE TO RENEW, TERMINATION, OR DESELECTION OF PRIVATE DOMAIN REGISTRATION FEATURES BY EITHER YOU OR Everywhere Print WILL RESULT IN PUBLICATION OF THE REGISTRATION INFORMATION OF THE ASSOCIATED DOMAIN(S) IN THE PUBLIC WHOIS DATABASE AND MADE PUBLICLY AVAILABLE.(g) NOTWITHSTANDING THE PRIVATE DOMAIN REGISTRATION FEATURE OF THE SERVICE, YOU EXPRESSLY AGREE AND ACKNOWLEDGE THAT Everywhere Print AND/OR INWW MAY DISCLOSE THE CONTACT DETAILS REGARDING THE RELEVANT DOMAIN NAME WITHOUT ANY LIABILITY TO YOU, IF Everywhere Print OR INWW CONSIDERS, IN THEIR SOLE DISCRETION, THAT DISCLOSURE IS NECESSARY OR DESIRABLE TO COMPLY WITH THE REQUIREMENTS OR DIRECTIONS OF ANY GOVERNMENT AGENCY, OR REGISTRY, ANY APPLICABLE LAW, REGULATION OR RULE, SUBPOENA, COURT ORDER, OR ENFORCEMENT AGENCY REQUEST; OR IF ANY THIRD PARTY INSTITUTES PROCEEDINGS AGAINST Everywhere Print OR INWW, OR THREATENS TO TAKE PROCEEDINGS AGAINST EITHER Everywhere Print OR INWW, DIRECTLY OR INDIRECTLY, WITH RESPECT TO THE RELEVANT DOMAIN NAME.13.0 COMPLIANCE
13.1 You represent and warrant that You are not a resident of any country or affiliated with any organization prohibited to do business within the United States as defined and set forth at: http://www.export.gov and http://www.treas.gov/ofac. You further represent and warrant that You will not export, re-export, transfer, or make available, whether directly or indirectly, any regulated item or information to anyone outside the U.S. in connection with this Agreement without first complying with all export control laws and regulations that may be imposed by the U.S. government and any country or organization of nations within whose jurisdiction You operate or do business. You agree to comply with all applicable U.S. and non-U.S. laws, rules, regulations and orders, including, but not limited to, tax, export and import, embargo and trade sanctions, intellectual property, including copyright, content, sales, mail-order, commerce, and e-commerce laws and regulations. You shall be responsible for determining what laws or regulations are applicable to Your use of the Services. You shall, upon the request of Everywhere Print, provide Everywhere Print assurance of Your compliance with those laws. You acknowledge that Everywhere Print exercises no control whatsoever over the content of the information passing through Your site(s) and that it is Your sole responsibility to ensure that the information You and Your users transmit and receive complies with all applicable laws and regulations and the Everywhere Print Policies.13.2 You are responsible for charging and collecting from Your end-user customers any and all applicable taxes. If You fail to impose and/or collect any tax from end users or Your other retail customers as required herein, then, as between Everywhere Print and You, You shall remain liable for such uncollected tax and any interest and penalty assessed thereon with respect to the uncollected tax by the applicable taxing authority. With respect to any tax that You have agreed to pay or impose on and/or collect from end users or Your other retail customers, You agree to indemnify and hold harmless Everywhere Print for any costs incurred as a result of actions taken by the applicable taxing authority to collect the tax from Everywhere Print due to Your failure to pay or collect and remit such tax to such authority.14.0 SUPPORT
Everywhere Print reserves the right to establish limitations on the extent of any support provided for the Service, and the hours at which it is available.15.0 INDEMNITY
You agree to indemnify and hold harmless Everywhere Print, and its parents, subsidiaries, affiliates, cobranders or other partners, officers, directors, shareholders, employees, and agents, from any claim, demand, or investigation, including reasonable attorneys fees, made by any third party due to or arising out of Your Content, Your conduct, Your use of the Service, the goods or services offered or sold through Your Service, any alleged violation of these Terms, including any applicable Everywhere Print Policies, law, or regulation, or any alleged violation of any rights of another, including but not limited to Your use of any content, trademarks, service marks, trade names, copyrighted or patented material, or other intellectual property used in connection with Your Service. Everywhere Print reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by You, but doing so shall not excuse Your indemnity obligations.16.0 RESALE OF SERVICE
You agree not to reproduce, duplicate, copy, sell, resell, or exploit any portion of the Service, use of the Service, or access to the Service without the express written permission of Everywhere Print17.0 GENERAL PRACTICES REGARDING USE AND STORAGE
You acknowledge that Everywhere Print may establish general practices and limits concerning use of the Service.18.0 MODIFICATIONS TO AND DISCONTINUATION OF SERVICE
Everywhere Print reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Service (or any part thereof) with or without notice. You agree that Everywhere Print shall not be liable to You or to any third party for any modification, suspension, or discontinuance of the Service.19.0 DISCLAIMER OF WARRANTIES
YOU EXPRESSLY UNDERSTAND AND AGREE THAT:(a) THE SERVICE AND SOFTWARE ARE PROVIDED ON AN AS ISAND AS AVAILABLEBASIS. Everywhere Print EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT.(b) YOUR USE OF THE SERVICE, THE SOFTWARE, AND ANY MATERIAL AND/OR DATA DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE, IS DONE AT YOUR OWN DISCRETION AND RISK, AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGES TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF SUCH MATERIAL AND/OR DATA.(c) THE SECURITY MECHANISM INCORPORATED IN THE SOFTWARE HAS INHERENT LIMITATIONS, AND YOU MUST DETERMINE THAT THE SOFTWARE ADEQUATELY MEETS ITS REQUIREMENTS.(d) NEITHER THIS AGREEMENT NOR ANY DOCUMENTATION FURNISHED UNDER IT IS INTENDED TO EXPRESS OR IMPLY ANY WARRANTY THAT(i) THE SERVICE OR SOFTWARE WILL MEET YOUR REQUIREMENTS, (ii) THE SERVICE OR SOFTWARE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (iii) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE WILL BE ACCURATE OR RELIABLE, (iv) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR EXPECTATIONS, AND (v) ANY ERRORS IN THE SOFTWARE WILL BE CORRECTED.(e) NO ADVICE OR INFORMATION, WHETHER ORAL OR uni-wrITTEN, OBTAINED THROUGH OR FROM THE SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS.(f) Everywhere Print ASSUMES NO RESPONSIBILITY FOR THE TIMELINESS, DELETION, MISDELIVERY, OR FAILURE TO STORE ANY USER COMMUNICATIONS OR PERSONALIZATION SETTINGS.(g) IF YOU UTILIZE A BLOG TOOL (SUCH AS WORDPRESS) IN CONNECTION WITH THE SERVICES, UNDER CERTAIN CIRCUMSTANCES Everywhere Print MAY DEEM IT NECESSARY TO FORCE UPGRADE THE VERSION OF SUCH BLOG TOOL YOU ARE THEN USING. UNDER NO CIRCUMSTANCES WILL Everywhere Print ASSUME ANY LIABILITY WHATSOEVER IN CONNECTION WITH ANY SUCH FORCE UPGRADE, INCLUDING, BUT NOT LIMITED TO, LIABILITY WITH RESPECT TO DATA LOSS, DATABASE CORRUPTION, Everywhere Print PLUG-INS, CACHING, CUSTOM DESIGN, AND/OR THIRD-PARTY PLUG-INS.(h) THE SERVICE IS DESIGNED TO SERVE CERTAIN NEEDS OF SMALL, INDEPENDENTLY OWNED AND OPERATED BUSINESSES IN THE UNITED STATES. THE SERVICE IS NOT INTENDED TO SUPPORT THE NEEDS OF LARGE ENTERPRISES OR INTERNATIONALLY BASED BUSINESSES. WITHOUT LIMITATION OF ANY OF THE FOREGOING PROVISIONS OF THIS SECTION, Everywhere Print PROVIDES NO WARRANTIES WITH RESPECT TO USE OF THE SERVICE OUTSIDE OF ITS INTENDED PURPOSES OR ITS INTENDED CUSTOMERS.20.0 LIMITATION OF LIABILITYYOU EXPRESSLY UNDERSTAND AND AGREE THAT Everywhere Print AND ITS AFFILIATES, COBRANDERS, OR OTHER PARTNERS, OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES AND AGENTS,SHALL NOT BE LIABLE,UNDER ANY CIRCUMSTANCES OR LEGAL THEORIES WHATSOEVER, FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF BUSINESS, PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF Everywhere Print HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (i) THE USE OR THE INABILITY TO USE THE SERVICE; (ii) ERRORS, DEFECTS, OMISSIONS, DELAYS IN OPERATION OR TRANSMISSION, OR ANY OTHER FAILURE OF PERFORMANCE OF THE SERVICE OR THE SOFTWARE; (iii) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION, OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO, THROUGH, OR FROM THE SERVICE; (iv) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (v) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICE; (vi) ANY GOOD OR SERVICE OFFERED OR SOLD THROUGH THE SERVICE; OR (vii) ANY OTHER MATTER RELATING TO THE SERVICE OR SOFTWARE.Everywhere Print'S LIABILITY TO YOU SHALL NOT, FOR ANY REASON, EXCEED THE AGGREGATE PAYMENTS ACTUALLY MADE BY YOU TO Everywhere Print OVER THE COURSE OF THE EXISTING TERM. YOU ACKNOWLEDGE THAT Everywhere Print HAS SET ITS PRICES IN RELIANCE UPON THE LIMITATIONS OF LIABILITY AND THE DISCLAIMERS OF WARRANTIES AND DAMAGES SET FORTH HEREIN, AND THAT THE SAME FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES. YOU AGREE THAT THE LIMITATIONS AND EXCLUSIONS OF LIABILITY AND DISCLAIMERS SPECIFIED IN THESE TERMS WILL SURVIVE AND APPLY EVEN IF FOUND TO HAVE FAILED OF THEIR ESSENTIAL PURPOSE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR LIABILITIES, SO SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.21.0 NOTICE
Notices under these Terms shall be by electronic mail or in writing and shall be deemed delivered upon receipt to the party to whom such communication is directed, at the addresses specified below. If to Everywhere Print, such notices shall be addressed to 701 First Avenue, Sunnyvale, CA 94089, USA. If to You, such notices shall be addressed to the electronic or mailing address specified when You opened Your account, or such other address as either party may give the other by notice as provided above. Everywhere Print may also provide notices of changes to these Terms or other matters by displaying notices or links to notices to You generally on the Service.22.0 CHOICE OF LAW AND FORUM (LOCATION OF LAWSUIT)
These Terms and the relationship between You and Everywhere Print shall be governed by the laws of the State of California without regard to its conflict of law provisions, and specifically excluding from application to these Terms that law known as the United Nations Convention on the International Sale of Goods. You and Everywhere Print agree to submit to the personal jurisdiction of the courts located within the county of Santa Clara, California. The failure of Everywhere Print to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision.23.0 FORCE MAJEURE
Except for the obligation to make payments, neither party will be liable for any failure or delay in its performance under this Agreement due to any cause beyond its reasonable control, including, but not limited to, acts of war, acts of terrorists, acts of God, earthquake, flood, embargo, riot, sabotage, labor shortage or dispute, governmental act, or failure of the Internet (not resulting from the actions or inactions of Everywhere Print), provided that the delayed party: (a) gives the other party prompt notice of such cause, and (b) uses its reasonable commercial efforts to promptly correct such failure or delay in performance. If Everywhere Print is unable to provide Service(s) for a period of thirty (30) consecutive days as a result of a continuing force majeure event, You may cancel the Service(s), but there shall be no liability on the part of Everywhere Print24.0 ASSIGNMENT
Except as expressly set forth herein, You may not assign Your rights or delegate Your duties under this Agreement either in whole or in part without the prior written consent of Everywhere Print, and any attempted assignment or delegation without such consent will be void. Everywhere Print may assign this Agreement in whole or part. Everywhere Print also may delegate the performance of Services to third parties, including Everywhere Print affiliates. This Agreement will bind and inure to the benefit of each party's successors and permitted assigns.25.0 RELATIONSHIP OF PARTIES
This Agreement will not establish any relationship of partnership, joint venture, employment, franchise, or agency between Everywhere Print and You. Neither Everywhere Print nor You will have the power to bind the other or incur obligations on the other's behalf without the other's prior written consent, except as otherwise expressly provided herein.26.0 NO THIRD-PARTY BENEFICIARIES
Everywhere Print and You agree that, except as otherwise expressly provided in this Agreement, there shall be no third-party beneficiaries to this Agreement, including but not limited to the insurance providers for either party or Your customers.27.0 COPYRIGHTS AND COPYRIGHT AGENTS
Everywhere Print respects the intellectual property of others, and we ask that You do the same. If you believe that your work has been copied in a way that constitutes copyright infringement, or your intellectual property rights have been otherwise violated, please provide our Copyright Agent for notice the following information:(a) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other intellectual-property interest;(b) a description of the copyrighted work or other intellectual property that You claim has been infringed;(c) a description of where the material that You claim is infringing is located on the site;(d) Your address, telephone number, and email address;(e) 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(f) a statement by You, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright or intellectual-property owner or authorized to act on the copyright or intellectual-property owner's behalf.The Copyright Agent for notice of claims of copyright or other intellectual-property infringement can be reached as follows:By mail:Copyright Agentc/o Everywhere Print Inc.701 First Avenue Sunnyvale, CA 94089By phone: (408) 349-5080By email: copyright@Everywhere Print-inc.com28.0 INTEGRATION AND SEVERABILITY
These Terms constitute the entire agreement between You and Everywhere Print and govern Your use of the Service, superceding any prior agreements between You and Everywhere Print (including, but not limited to, any prior versions of these Terms) pertaining to this Service. You also may be subject to additional terms and conditions that may apply when You use affiliate or other Everywhere Print services, third-party content, or third-party software. If any provision of these Terms or incorporated documents is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision, and the other provisions of these Terms remain in full force and effect. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Service or these Terms must be filed within one (1) year after such claim or cause of action arose or be forever barred. The section titles in these Terms are for convenience only and have no legal or contractual effect.29.0 SURVIVAL
The provisions of Sections 3, 4, 5.6, 5.7, 5.8, 7, 8, 9, 10.1, 10.2, 10.4, 10.5, 10.7, 10.8, and 11 through this Section 29 will survive any termination or expiration of these Terms.Revision 39262MELBOURNE IT DOMAIN NAME REGISTRATION AGREEMENT.com, .net, .org, .biz, .info, .us, .name, .travel, .cat and .mobi registrations onlyPART A - Terms that apply to all domain name registrationsTERMS AND CONDITIONSGeneral1. IntroductionMelbourne IT is an accredited Registrar of Internet Corporation For Assigned Names and Numbers (ICANN). This domain name registration agreement (Registration Agreement) is submitted by you, the applicant for, and on registration, the licence holder of a domain name (refered to in this Agreement as you, your and the Registrant) to Melbourne IT Limited ACN 073 716 793 (Melbourne IT) for the purpose of registering a domain name.Part A sets out the general provisions governing all domain name registrations governed by this Registration Agreement.Part B sets out the additional provisions specific to .com, .net and .org domain name registrations.Part C sets out the additional provisions specific to multi-lingual domain name registrations.Part D sets out the additional provisions specific to other domain name pre-registrations and registrations governed by this Registration Agreement.If this Registration Agreement is accepted by Melbourne IT, Registrant agrees to be bound by the terms and conditions of this Registration Agreement in respect of any domain name pre-registrations or registrations submitted by Registrant to Melbourne IT.2. Changes to this Registration Agreement Melbourne IT may change the terms and conditions of this Registration Agreement either by obtaining your consent or giving you notice. The period of notice given by Melbourne IT depends on the nature of the change. If:1.the change will benefit you, we may make the change immediately and are not required to notify you prior to the change;2. the change is required by law, a regulatory body (including ICANN, auDA or any other domain name regulatory body) or for a technical reason (including for security), we will give you a reasonable period of notice not exceeding 3 days;3. we consider that the change has a significant and detrimental impact on our customers generally, we will give you at least 30 days notice prior to the change, and4. for all other changes, we will also give you at least 30 days notice prior to the change.Melbourne IT may give notice of a change by posting the new version of the Agreement on its website located at www.melbourneit.com.au/policies.3. Licensing of Domain NameRegistrant remains the responsible contracting party under this Registration Agreement, even if Registrant licenses use of the domain name to a third party.4. Dispute PolicyRegistrant agrees, as a condition to submitting this Registration Agreement, and if the Registration Agreement is accepted by Melbourne IT, that on successful registration of any domain name under this Agreement the Registrant is bound by Melbourne IT's current dispute policy and the dispute policy procedures. Registrant acknowledges that the dispute policy described in this clause 4 is the Uniform Domain Name Dispute Resolution Policy (the UDRP Dispute Policy). Registrant agrees that in respect of the pre-registration or registration of other domain names covered by this agreement in Part D, other dispute policies may apply as specified by the registry administrator of those domain names from time to time, as described in more detail in Part D (the ∣ther Dispute Policies. Registrant agrees that Melbourne IT may change or modify the UDRP Dispute Policy, incorporated by reference herein, at any time. Registrant agrees that Registrant's maintaining the registration of a domain name after changes or modifications to the UDRP Dispute Policy become effective constitutes Registrant's continued acceptance of these changes or modifications. Registrant agrees that any dispute relating to registration or use of its domain name (and which is not the subject of the Other Dispute Policies) will be subject to the provisions specified in the UDRP Dispute Policy. Without prejudice to other potentially applicable jurisdictions, Registrant submits to the jurisdiction of the courts as described in clause 19. The UDRP Dispute Policy can be viewed at http://www.inww.com/policies/gtlddispute.php3. The UDRP Dispute Policy procedure can be viewed at http://www.inww.com/policies/gtldrules.php3.5. AgentsRegistrant agrees that if this Registration Agreement is completed by an agent for the Registrant, such as an Administrative Contact/Agent, the Registrant is nonetheless bound as a principal by all terms and conditions herein, including the relevant domain name dispute policy.6. Expiration of the domain name licensei.You may renew your domain name with Melbourne IT at any time before the date 40 days after the Expiry Date (Renewal Deadline).ii.Registrant acknowledges that certain registry authorities offer a further period after the Renewal Deadline during which a registrant may renew their domain name before it is available for re-registration by other parties. If your domain name has not otherwise been dealt with by Melbourne IT under the terms of this Registration Agreement, your domain name will be cancelled at the registry after which you may be eligible for a further 30 day Registry Redemption Grace Period during which you may redeem your domain name by paying to Melbourne IT the redemption fee (the current redemption fee is set out at http://www.melbourneit.com.au and is subject to change).6AAdditional Provisions for Undelegated and Expiring Domain Names6A.1On registration of a domain name with Melbourne IT as registrar Melbourne IT may by default delegate that name to resolve to a Melbourne IT Parked Page. Registrant acknowledges and agrees that the Melbourne IT Parked Page may include a statement and graphics to the effect that the website/domain name is registered/powered by Melbourne IT; links to Melbourne IT's website; links to third party websites, advertising of Melbourne IT products and services and advertising content from or about a third party and/or their products and services. Registrant may opt-out of the display of the Melbourne IT Parked Page prior to the Expiry Date by:6A.1.1registering the domain name with a Melbourne IT Authorised Reseller who has agreed with Melbourne IT not to participate;6A.1.2 delegating its domain name to a different nameserver; or6A.1.3 giving written notice to Melbourne IT Limited at Level 2, 120 King Street, Melbourne 3000 Australia (or such other business address notified from time to time by Melbourne IT on its web site).6A.2 At the request of the Registrant Melbourne IT may provide its Private Registration Service (which includes, without limitation, updating certain public contact details associated with the domain name such as the postal address and email address in the WHOIS database) with respect to the domain name for the period up to and including the Expiry Date on the following terms.6A.2.2The Private Registration Terms located at http://www.melbourneit.com.au/policies/privateregpolicy.php (as may be updated from time to time) are hereby incorporated into this Agreement by reference.6A.2.4Registrant may terminate the provision of the Private Registration Service at any time prior to the Expiry Date in accordance with the Private Registration Terms.6A.2.5Melbourne IT may charge Registrant a fee for the provision of the Private Registration Service as notified to the Registrant from time to time. Registrant will be required to pay (and to continue to pay) for the Private Registration Service in accordance with the billing and payment provisions contained in the Private Registration Terms6A.2.6Registrant may terminate the provision of the Private Registration Service:6A.2.6.1in the case of changing the fee for the Private Registration Service, at any time by at least 30 days written notice to Melbourne IT; or6A.2.6.2at any other time in accordance with the Private Registration Terms.6A.3 Melbourne IT may elect to lock the domain name at any time and Registrant may unlock the domain name at any time subject to any relevant policies, procedures and processes (for example, relating to a UDRP dispute).6A.5 Following the Expiry Date, Melbourne IT may delegate (or re-delegate, if applicable) any domain name registered through Melbourne IT as registrar to resolve to a Melbourne IT Parked Page.6A.6 Melbourne IT may from the Expiry Date:6A.6.1state that the domain name may become available to be acquired or transferred to a third party following the expiration of the Renewal Deadline via the Melbourne IT Parked Page or such other means reasonably determined by Melbourne IT; and6A.6.2 Melbourne IT may continue to supply Melbourne IT's Private Registration Service to Registrant in connection with the domain name) in accordance with the Private Registration Terms, at no cost to Registrant.6A.7 If Registrant has not renewed the domain name by the Renewal Deadline, Melbourne IT may transfer the domain name to a third party (Transferee) on Registrant's behalf and as Registrant's agent (Registrant Domain Name Transfer).6A.8 In order to facilitate a Registrant Domain Name Transfer, Registrant agrees that:6A.8.1 Melbourne IT may use a third party provider of auction services and/or sale services in connection with the transfer of domain names (Third Party Provider);6A.8.2 Melbourne IT has full authority to act as Registrant's agent (including to exercise any rights under any terms and conditions) to effect the Registrant Domain Name Transfer, and any such acts will be deemed as an act validly performed by the Registrant;6A.8.4 Melbourne IT will notify Registrant by email following receipt of any fees received by Melbourne IT in cleared funds from a Transferee for a Registrant Domain Name Transfer. Registrant acknowledges that Melbourne IT will only be able to contact Registrant, if required, under this clause 6A.8.4. if Registrant keep its contact details with respect to the domain name up to date. Registrant therefore agrees that Registrant will be solely responsible for keeping such contact details up to date;6A.8.5 Registrant may receive a transfer price commission, as specified from time to time at www.melbourneit.com.au/help/index.phpquestionid=50103, which link or transfer price commission may be updated or amended by Melbourne IT from time to time (Transfer Price Commission) subject to:6A.8.5.1Registrant applying to Melbourne IT for that Transfer Price Commission within ninety days of the email notification referred to in clause 6A.8.4, in accordance with the process notified from time to time by Melbourne IT to Registrant (Transfer Price Commission Application); and6A.8.5.2 Melbourne IT being able to authenticate the identity of Registrant via Melbourne IT's standard authentication procedures, as applicable at the relevant time;6A.8.6 If eligible and the Registrant has provided Melbourne IT with the Transfer Price Commission Application (but not otherwise), Registrant, will be paid the Transfer Price Commission within 30 days of receipt by Melbourne IT of the Transfer Price Commission Application (Payment Date Period) and in a manner determined by Melbourne IT in its sole discretion (including but not limited to, by a transfer of funds via a Paypal鈩account or similar service), such manner to be detailed in an email communication to Registrant within the Payment Date Period. Registrant acknowledges that if Melbourne IT determines to pay the Transfer Price Commission via a Paypal鈩account or similar service, Registrant will only be able to receive the Transfer Price Commission in the event that Registrant sets up an account with Paypal鈩account or that other service (if applicable); and6A.8.7 If eligible the Registrant will be paid any Transfer Price Commission (if applicable): 6A.8.7(A) subject to clause 6A.8.7(B), exclusive of any goods and services tax and any other taxes and charges that may be applicable to the Transfer Price Commission by any relevant law, and Registrant will be responsible for any applicable tax, charge or levy; or6A.8.7(B) if Registrant is an Australian resident for taxation purposes, in addition to being required to provide Melbourne IT with the Transfer Price Application, Registrant must provide Melbourne IT with a valid Australian Business Number (ABN), and any Transfer Price Commission paid to Registrant:6A.8.7(B)(i)will be paid inclusive of any goods and services tax (℅ST but exclusive of any other tax or charge which may apply to the commission under any relevant law, and for which Registrant shall be responsible; and6A.8.7(B)(ii) will be supported by a recipient-created tax invoice issued to Registrant by Melbourne IT in accordance with the requirements of the GST legislation then in force.6A.9Registrant acknowledges that if Melbourne IT undertakes any of the actions contemplated by clauses 6A.5 or 6A.6, any services in connection with the domain name (including without limitation, any email services) will cease.6A.10 Registrant agrees that Melbourne IT may cease and not complete a Registrant Domain Name Transfer for any reason at any time (including, without limitation, if any dispute is raised in connection with the domain name or if Melbourne IT is required to do so to comply with any order or direction of ICANN, any applicable registry administrator or enforcement agency, or Melbourne IT elects to comply with any request from such party to do so).6A.11 Nothing in this clause 6A will constitute an obligation for Melbourne IT to effect or an express or implied guarantee or warranty that Melbourne IT will be successful in effecting a Registrant Domain Name Transfer. In addition Melbourne IT takes no responsibility for (and will have no liability to Registrant for) any act (or omission) of the Third Party Provider arising directly or indirectly out of the auction or sale of the domain name, including, without limitation, with respect to the finalisation of the auction or sale of the domain name of the domain name by the Third Party Provider.6A.12Nothing in this clause 6A shall require Melbourne IT to perform any act or thing which, in Melbourne IT's sole discretion, is inconsistent with or disadvantageous to its role as registrar under this Agreement or otherwise, or result in Melbourne IT not being entitled to exercise any other right available to Melbourne IT under this Agreement.7. Limitation of LiabilityTo the extent permitted by law, Registrant agrees that neither Melbourne IT nor the registry administrator has any liability to the Registrant or the Registrant's agent for any loss Registrant may incur in connection with Melbourne IT's processing of this Registration Agreement, Melbourne IT's processing of any pre-registration application or application for a domain name, the processing of any authorized modification to the domain name's record during the covered registration or renewal period, any action (or inaction of either Melbourne IT or any Third Party Provider under clause 6A), or the failure by the Registrant or the Registrant's agent to pay a pre-registration fee or other fee (including, without limitation, any registration fee or renewal fee), or as a result of the application of the provisions of the relevant domain name dispute policy. Registrant agrees that in no event will the liability of Melbourne IT under this Agreement for any matter exceed, in the sole option of Melbourne IT, the re-supply of the services again or the fee paid to Melbourne IT for the provision of the services.8. IndemnityRegistrant agrees to indemnify, keep indemnified and hold both Melbourne IT and the registry administrator, their directors, officers, employees and agents harmless from and against all and any and all claims, damages, liabilities, costs and expenses (including reasonable legal fees and expenses) arising out of or relating to Registrant's domain name registration, renewal or pre-registration, or to the Registrant's use of the domain name. This clause survives termination of this Agreement.9. BreachRegistrant agrees that failure to abide by any provision of this Registration Agreement or the relevant domain name dispute policy (including, without limitation, any domain name dispute policy that applies during a pre-registration period) may be considered by Melbourne IT to be a material breach and that Melbourne IT may provide a notice, describing the breach, to the Registrant. If, within thirty (30) days of the date of such notice, the Registrant fails to provide evidence, which is reasonably satisfactory to Melbourne IT, that it has not breached its obligations, then Melbourne IT may delete Registrant's registration of the domain name. Any such breach by a Registrant shall not be deemed to be excused simply because Melbourne IT did not act earlier in response to that, or any other, breach by the Registrant. Notice may be given by mail, facsimile or electronic means.10. No Warranty by Melbourne ITRegistrant agrees that neither a pre-registration application nor a registration of a domain name grants any legal rights of ownership of the relevant domain name, nor does it confer immunity from objection to the pre-registration, registration or use of the domain name.11. Acknowledgements and Warranty(i) Registrant acknowledges that it is Registrant's responsibility to ensure that the domain name is renewed. Registrant agrees, in addition to the indemnity above, to keep indemnified, release and hold harmless Melbourne IT and the registry administrator, their directors, officers, employees and agents, against any claim for damage or loss arising from any failure of Registrant's domain name to be renewed by Registrant.(ii) Registrant warrants that, to the best of Registrant's knowledge and belief, neither its registration of a domain name nor the manner in which it is directly or indirectly used infringes the legal rights of a third party. Breach of this warranty will constitute a material breach.12. RevocationRegistrant agrees that Melbourne IT may delete a Registrant's domain name if any information required to be supplied by the Registrant under this Registration Agreement, or subsequent modification(s) thereto, is false or misleading, or conceals or omits any information Melbourne IT would likely consider material to its decision to approve this Registration Agreement.12. Right of RefusalRegistrant acknowledges that the registry administrator or ICANN policy may provide that registration of certain domain names is prohibited. Melbourne IT, in its sole discretion, reserves the right to refuse to approve the Registration Agreement for any Registrant. Registrant agrees that the submission of this Registration Agreement does not obligate Melbourne IT to accept this Registration Agreement. Registrant agrees that Melbourne IT is not liable for loss or damage that may result from Melbourne IT's refusal to accept this Registration Agreement.14. Change in RegistrarRegistrant agrees that it can change its Registrar for an existing domain name only in accordance with registry administrator policy. Registrant agrees it may not change its Registrar for a period of sixty (60) days after initial registration of the domain name with Melbourne IT.15. Suspension, Cancellation, TransferRegistrant agrees that registration of its domain name shall be subject to suspension, cancellation or transfer by any ICANN procedure, or by any registry administrator procedure approved by ICANN policy:15.1 to correct mistakes by Registrar or the registry administrator in registering the domain name; 15.2for the resolution of disputes concerning the domain name; or 15.3in case of arbitration or court proceedings being commenced with respect to the rights to the domain name. In addition to the above rights, Melbourne IT may suspend or cancel the registration of Registrant's domain name, or, suspend the delegation of Registrant's Domain Name, if as reasonably determined by Melbourne IT in its sole discretion, the Registrant or any other person uses the domain name in connection with any: 15.4activity that infringes the intellectual property rights or other rights of any third party; 15.5activity that defames or disparages any third party; or 15.6 otherwise illegal or fraudulent activity, or otherwise in accordance with Melbourne IT's Acceptable Use Policy.16. Payment16.1 The registration fee is payable with the Application. 16.2Registration is not effective until the Registration fee has been paid and cleared. 16.3The registration is for the full period of years selected and paid for at the time of Application or renewal. 16.4 All fees are non-refundable.17. Non paymentRegistrant agrees that failure to pay any fee for its domain name when due (as evidenced for example by, without limitation, Registrant's payment method company notifying Melbourne IT of Registrant disputing the payment of, or refusing to pay such Registration fee, or where the Registrant's credit card or PayPal payment has been declined or reversed) will entitle Melbourne IT to immediately transfer the relevant domain name from the Registrant to Melbourne IT, at its sole discretion. Registrant acknowledges that Melbourne IT will own all rights of the registered domain name holder in respect of any domain name transferred to Melbourne IT under this clause 16, including the right to sell the domain name to a third party. Melbourne IT may in its sole discretion re-transfer the relevant domain name to the Registrant subject to the Registrant's payment of any outstanding Registration fee, and Registrant's payment of Melbourne IT's then current re-transfer fee.17. SeverabilityRegistrant agrees that the terms of this Registration Agreement are severable. If any term or provision is declared invalid, it shall not affect the remaining terms or provisions, which shall continue to be binding.18. Application Details Registrant must provide to Melbourne IT the information set out in the compulsory fields and may provide the information set out in the discretionary fields of the Application ('Information'). Registrant warrants that all Information provided is accurate and reliable. Registrant undertakes to promptly correct and update Information during the registration or renewal period and to respond within fifteen (15) calendar days to inquiries from Melbourne IT concerning the accuracy of compulsory Information.Registrant agrees that this Registration Agreement and the relevant domain name dispute policy (including, without limitation, any domain name dispute policy that applies during a pre-registration period) is the complete and exclusive agreement between Registrant and Melbourne IT regarding the registration of Registrant's domain name. This Registration Agreement and the relevant domain name dispute policy supersede all prior agreements and understandings, whether established by custom, practice, policy, or precedent.19. Use of Information19.1Registrant acknowledges Information obtained from Registrant will be:19.1.1 transmitted to the registry administrator for registry use19.1.2 publicly available as required by ICANN, the registry or the relevant regulator;19.1.3 used by Melbourne IT for inclusion in registers and data bases produced by Melbourne IT or its licensees.19.2 Registrant may access data provided and rectify any incorrect data relating to Registrant through a registry key to be provided by Melbourne IT. Registrant may provide a written authorisation to an agent to hold and use the registry key. Registrant must inform Melbourne IT of its current agent as required by Melbourne IT. 19.3 Registrant consents to the use of the Information for the purposes set out in clauses 19.1.1 to 19.1.3. 19.4 Registrant warrants that it has provided, or will provide, to any third party individuals whose personal details the Registrant has provided to Melbourne IT, the same information about use of those details as are set out in this clause 19, and that the third parties individually have consented to use of their personal data. 19.5 Melbourne IT will not process Information in a manner incompatible with the purposes and limitations set out in this clause 19. Melbourne IT will process Information in accordance with the terms of its Privacy Policy, which can be viewed at http://www.melbourneit.com.au/privacy/. 19.6 Melbourne IT will take reasonable precautions to protect personal information obtained from Registrant from loss, misuse, unauthorised access or disclosure, alteration or destruction.20. Severability Registrant agrees that the terms of this Registration Agreement are severable. If any term or provision is declared invalid, it shall not affect the remaining terms or provisions, which shall continue to be binding.21. EntiretyRegistrant agrees that this Registration Agreement and the relevant domain name dispute policy (including, without limitation, any domain name dispute policy that applies during a pre-registration period) is the complete and exclusive agreement between Registrant and Melbourne IT regarding the registration of Registrant's domain name. This Registration Agreement and the relevant domain name dispute policy supersede all prior agreements and understandings, whether established by custom, practice, policy, or precedent.22. Governing Law22.1Registrant agrees that this Registration Agreement is to be construed in accordance with the laws of the State of Victoria, Australia.22.2In relation to any dispute, legal action or proceedings that may be brought by the Registrant with respect to this Agreement or any transaction contemplated by this Agreement, Registrant irrevocably and unconditionally submits to and accepts the exclusive jurisdiction and venue of the Courts of Victoria, Australia (including the Victorian Registry of the Federal Courts. and all courts hearing appeals from such Courts.22.3In relation to any dispute, legal action or proceedings that may be brought against the Registrant by a third party concerning or arising from use of the domain name (including a UDRP dispute), the Registrant shall submit, without prejudice to other potentially applicable jurisdictions, to the jurisdiction of the courts (1) of the Registrant's domicile and (2) where Melbourne IT is located.23. General23.1Nothing in this Agreement may be construed as creating the relationship of agency partnership or joint venture between the parties.23.2Failure by Melbourne IT to require Registrant to comply with a provision of this agreement does not affect the full right to require any provision to be performed at any time thereafter.Part B - Terms that apply to .com, .net, .org domain name registrations only24. .com, .net and .org registry operatorsVerisign Global Registry Services is the registry administrator responsible for administering the .com and .net domain name registry. Public Interest Registry is the registry administrator responsible for administering the .org domain name registry.PART C - Multilingual Registrations25. Special Provisions for ML.RegistrationsRegistrants who register an Internationalised Domain Name (hereafter referred to as a 'Multilingual domain name') acknowledge that the Multilingual system is at all times subject to any change in standards published from time to time by the Internet Engineering Task Force ('IETF').As at the date of this Agreement, IETF standards have been implemented for .com, .net and .org Multilingual domain names.Registrant acknowledges and agrees that any changes or amendments to these IETF standards may cause the internal representation of a Multilingual domain name or the licence period of a Multilingual domain name to change, become invalid, or, be deleted. Such occurrences will be resolved on a case-by-case basis by Melbourne IT, as they occur, to the extent that Melbourne IT is able to do so.No .org Multilingual domain name may be registered from the date of this Agreement, unless Melbourne IT provides notification to the contrary.REGISTRANTS WHO REGISTER OR RENEW A MULTILINGUAL DOMAIN NAME (TO THE EXTENT THAT SUCH REGISTRATION OR RENEWAL IS AVAILABLE OR PERMITTED) DO SO AT THEIR OWN RISK. IN ADDITION TO THE INDEMNITIES ABOVE, REGISTRANT AGREES TO KEEP INDEMNIFIED, RELEASE AND HOLD HARMLESS MELBOURNE IT AND THE REGISTRY ADMINISTRATOR, THEIR DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS FROM AND AGAINST ALL CLAIMS, LOSS OR DEMANDS FROM REGISTRANT AND ANY THIRD PARTY ARISING OUT OF THE INVALIDITY OR DELETION OF ANY MULTILINGUAL DOMAIN NAME, 0R ANY CHANGE OR VARIATION TO, OR ANY RESTRICTION ON OR INABILITY TO USE ANY MULTILINGUAL DOMAIN NAME, OR THE INVALIDITY OF ANY MULTILINGUAL DOMAIN NAME. NO REFUND OF ANY PART 0F ANY FEES PAID OR PAYABLE WILL BE MADE IF ANY MULTILINGUAL DOMAIN NAME IS CHANGED, BECOMES INVALID, DELETED OR IS OTHERWISE NOT ABLE TO BE USED.PART D - Terms that apply to other domain name pre-registrations and registrations26. .biz, .info, .name, .travel and .cat Domain NamesAShould you seek to register a .biz second level domain name, you must contractually agree to the following terms:1.BIZ REGISTRY OPERATORNeuLevel, Inc is the registry administrator responsible for administering the .biz domain name registry.2.BIZ RESTRICTIONSRegistrations in the .biz TLD must be used or intended to be used primarily for bona fide business or commercial purposes. For purposes of the .biz Registration Restrictions (Restrictions, ╞ona fide business or commercial useshall mean the bona fide use or bona fide intent to use the domain name or any content, software, materials, graphics or other information thereon, to permit Internet users to access one or more host computers through the DNS:a) To exchange goods, services, or property of any kind;b) In the ordinary course of trade or business; orc) To facilitate (i) the exchange of goods, services, information, or property of any kind; or, (ii) the ordinary course of trade or business.Registering a domain name solely for the purposes of (1) selling, trading or leasing the domain name for compensation, or (2) the unsolicited offering to sell, trade or lease the domain name for compensation shall not constitute a ╞ona fide businessor ╟ommercial useof that domain name.3.BIZ CERTIFICATIONAs a .biz domain name Registrant, you hereby certify to thea) The registered domain name will be used primarily for bona fide business or commercial purposes and not (i) exclusively for personal use; or (ii) solely for the purposes of (1) selling, trading or leasing the domain name for compensation, or (2) the unsolicited offering to sell, trade or lease the domain name for compensation. For more information on the .biz restrictions, which are incorporated herein by reference, please see: http://www.neulevel.biz/faqs/.b) The domain name Registrant has the authority to enter into the registration agreement; andc) The registered domain name is reasonably related to the Registrant's business or intended commercial purpose at the time of registration.4.PROVISION OF REGISTRATION DATA4.1Provision of Registration Data.As part of the registration process, you are required to provide the registry administrator with certain information and to update this information to keep it current, complete and accurate. This information includes: (i) your full name, postal address, e-mail address, voice telephone number, and fax number if available; (ii) the name of an authorized person for contact purposes in the case of a Registrant that is an organization, association, or corporation; (iii) the IP addresses of the primary nameserver and any secondary nameserver(s) for the domain name; (iv) the corresponding names of those nameservers; (v) the full name, postal address, e-mail address, voice telephone number, and fax number if available of the technical contact for the domain name; (vi) the full name, postal address, e-mail address, voice telephone number, and fax number if available of the administrative contact for the domain name; (vii) the name, postal address, e-mail address, voice telephone number, and fax number if available of the billing contact for the domain name; and (viii) any remark concerning the registered domain name that should appear in the Whois directory. You agree and understand that the foregoing registration data will be publicly available and accessible on the Whois directory as required by ICANN/Registry Policy and may be sold in bulk in accordance with the ICANN Accreditation Agreement (the ICANN Agreement, available at ICANN's site. For bulk services in respect of the registration data which are provided by Melbourne IT, if the Registrant does not consent to the use of such information for inclusion in registers and data bases produced by Melbourne IT or its licensees, then the Registrant is required to provide non consent verification stating name, address, date and signed by the appropriate authorised individual. This must be sent to Melbourne IT Limited, 120 King Street, Melbourne 3000 Australia.4.2Inaccurate or Unreliable Data.You hereby represent and warrant that the data provided in the domain name registration application is true, correct, up to date and complete and that you will continue to keep all the information provided up to date. Your willful provision of inaccurate or unreliable information, your willful failure promptly to update information provided to the registry administrator, or any failure to respond for over five calendar days to our inquiries addressed to the e-mail address of the administrative, billing or technical contact then appearing in the Whois directory with respect to an domain name concerning the accuracy of contact details associated with any registration(s) or the registration of any domain name(s) registered by or through you or your account, shall constitute a breach of this Agreement. Any information collected by the registry administrator concerning an identified or identifiable natural person (≒ersonal Data will be used in connection with the registration of your domain name(s) and for the purposes of this Agreement and as required or permitted by the ICANN Agreement or any ICANN/Registry Policy.4.DOMAIN NAME DISPUTE POLICYIf you reserved or registered a .biz domain name through the registry administrator, you agree to be bound by our current domain name dispute policy that is incorporated herein and made a part of this Agreement by reference. Please take the time to familiarize yourself with that policy. In addition, you hereby acknowledge that you have read and understood and agree to be bound by the terms and conditions of the following documents, as they may be amended from time to time, which are hereby incorporated and made an integral part of this Agreement:i. The Start-up Trademark Opposition Policy (⊿TOP, available at http://www.neulevel.biz/ardp/docs/stop.html; and ii. The Restrictions Dispute Resolution Criteria and Rules, available at http://www.neulevel.biz/ardp/docs/rdrp.html.The STOP sets forth the terms and conditions in connection with a dispute between a Registrant of a .biz domain name (Registrant with any third party (other than registry administrator or registrar) over the registration or the use of a .biz domain name registered by Registrant that is subject to the Intellectual Property Claim Service. The Intellectual Property Claim Service is a service introduced by Registry administrator to notify a trademark or service mark holder (–laimant that a second-level domain name has been registered in which that Claimant claims intellectual property rights. In accordance with the STOP and its associated Rules, those Claimants will have the right to challenge registrations through independent ICANN-accredited dispute resolution providers. The RDRP sets forth the terms under which any allegation that a domain name is not used primarily for business or commercial purposes shall be enforced on a case-by-case, fact specific basis by an independent ICANN-accredited dispute provider. None of the violations of the Restrictions will be enforced directly by or through Registry administrator. Registry administrator will not review, monitor, or otherwise verify that any particular domain name is being used primarily for business or commercial purposes or that a domain name is being used in compliance with the SUDRP or UDRP processes.5.DOMAIN NAME DISPUTE POLICY MODIFICATIONSYou agree that the registry administrator, in its sole discretion, may modify its dispute policy. The registry administrator will post any such revised policy on its Website at least thirty (30) calendar days before it becomes effective. You agree that, by maintaining the reservation or registration of your domain name after modifications to the dispute policy become effective, you have agreed to these modifications.6.RESERVATION OF RIGHTSMelbourne IT and the .biz registry administrator, NeuLevel, Inc. expressly reserve the right to deny, cancel or transfer any registration that it deems necessary, in its discretion, to protect the integrity and stability of the registry, to comply with any applicable laws, government rules or requirements, requests of law enforcement, in compliance with any dispute resolution process, or to avoid any liability, civil or criminal, on the part of Melbourne IT and/or NeuLevel, Inc., as well as their affiliates, subsidiaries, officers, directors and employees. Melbourne IT and NeuLevel, Inc. also reserve the right to freeze a domain name during resolution of a dispute.BShould you seek to register a .info second level domain name, you must contractually agree to the following terms:1.Afilias Ltd is the registry administrator responsible for administering the .info domain name registry.2.Registrant consents to the use, copying, distribution, publication, modification, and other processing of the Registrant's Personal Data by the .INFO registry administrator, and its designees and agents in a manner consistent with the purposes specified pursuant in its contract with ICANN.3.Registrant agrees to submit to proceedings under the UDRP Dispute Policy and comply with the requirements set forth by the registry administrator for domain names registered during the Sunrise Period, These policies are subject to modification by the registry administrator.4.Registrant agrees to immediately correct and update the registration information for any domain name during its registration term, failure to correct this information shall constitute a breach of this Agreement. Registrant acknowledges that the registry administrator will have no liability of any kind for any loss or liability resulting from the proceedings and processes relating to the Sunrise Period or the Land Rush Period including, without limitation: (a) the ability or inability of a Registrant to obtain a domain name during either the Sunrise or Land Rush periods, and (b) the results of any dispute over a domain name registration which is processed during the Sunrise period.5.Registrar and the registry administrator expressly reserve the right to deny, cancel or transfer any registration that it deems necessary, in its discretion, to protect the integrity and stability of the registry, to comply with any applicable laws, government rules or requirements, requests of law enforcement, in compliance with any applicable dispute resolution process, or to avoid any liability, civil or criminal, on the part of Registrar and/or the registry administrator as well as their affiliates, subsidiaries, officers, directors and employees. Registrar and the registry administrator also reserve the right to freeze a domain name during resolution of a dispute.CShould You seek to register a .name third level domain name you must contractually agree to the following terms:1.Global Name Registry Ltd is the registry administrator responsible for administering the .name domain name registry.2.You acknowledge that your right to register a .name domain name is subject to You complying with the .name eligibility requirements, which are set out on the website of the .name registry administrator, and which are currently located at http://www.gnr.name/ (the Eligibility Requirements. You agree that your registration of any .name domain name will be in compliance with the terms of the Eligibility Requirements, as these may be amended by the .name registry administrator from time to time.3.You acknowledge that your right to register a .name domain name is subject to You complying with the .name acceptable use policy, which is set out on the website of the registry administrator, and which is currently located at http://www.gnr.name/ (the Acceptable Use Policy. You agree that Your registration of any .name domain name will be in compliance with the terms of the Acceptable Use Policy, as these may be amended by the .name registry administrator from time to time.4.In addition to the UDRP Process described in Clause 4, You agree that on successful registration of a .name domain name, You will be bound by the Eligibility Requirements Disputes Resolution Policy (the ERDRP. The ERDRP is set out on the website of the registry administrator, and is currently located at http://www.gnr.name/, and should be read in conjunction with the following related information:i) Summary of Eligibility Requirements Dispute Resolution Policy (which is currently located at http://www.gnr.name/);ii) Disputes: Filing a Complaint (which is currently located at http://www.gnr.name/);iii) ERDRP Rules (which is currently located at http://www.gnr.name/); andiv) ERDRP Dispute Resolution Providers (which is currently located at http://www.gnr.name/).You agree to be bound by the ERDRP, as this policy (and any related information as described above) may be amended from time to time by the registry administrator.DShould you seek to register a .travel second level domain name you must contractually agree to the following terms:1.Global Name Registry Ltd is the registry administrator responsible for administering the .name domain name registry.2.ELIGIBILITY REQUIREMENT. Registrations in the .travel name space are restricted to people, organizations, associations and private, governmental and non-governmental agencies in the travel and tourism industry. Registrant acknowledges that its right to register a .travel domain name is subject to Registrant complying with the .travel eligibility requirements, which are set out on the web site of the .travel registry administrator, and which are currently located at www.tralliance.info/ (the Eligibility Requirements. Registrant agrees that the registration of any .travel domain name will be in compliance with the terms of the Eligibility Requirements, as these may be amended by the .travel registry administrator from time to time. The Eligibility Requirements are incorporated herein by reference.3.CONTINUING ELIGIBILITY. Registrant agrees to maintain its eligibility to hold a .travel license throughout the term of the license, including renewal. If Registrant ceases to be a member of the travel or tourism industry as defined by the current policies of the Registry, Registrant must give notice of such change within 14 days of ceasing to be eligible to hold the license. In the event that Registrant does not notify the Registry of such change of status, the Registry will revoke all registrations held by Registrant immediately upon becoming aware of the change of status.4.WARRANTIES. Registrant warrants that:i) Registrant understands and meets the Eligibility Requirements;ii) Registrant's selected domain name meets the requirements of the .travel Registry Policies (currently located at http://www.tralliance.info/);iii) Any information provided by Registrant is accurate and complete and any future changes to this information will be provided in a timely manner;iv) Registrant has the authority to enter into the Registration Agreement;v) Registrant is able to enter into this agreement and if a real person is of legal age; andvi) Registrant's domain name is not registered for an unlawful purpose.5.INFORMATION REQUIREMENT. Registrant acknowledges that any travel organization assisting the Registry in the authentication process will be required to solicit and receive an update of all authentication data from Registrant within 30 or up to 60 days prior to the anniversary date of registration. In the event that Registrant is no longer eligible to hold the license, Registrant will be given 30 days to provide updated data which confirms Registrant's eligibility. Where such authentication data is not provided by Registrant or does not confirm Registrant's eligibility, the Registry will inform Registrant and Registrant will have the right to request a review of the denial as if it had been an initial registration. Should Registrant remain ineligible at the end of the review, the Registry will revoke the registration.6.DISPUTE RESOLUTION In addition to the UDRP Process outlined in Clause 4, Registrant agrees that on successful registration of a .travel domain name, Registrant will be bound by the following:i. in relation to disputes by any third party that Registrant is not eligible to hold a .travel domain name, the ICANN Charter Eligibility Dispute Resolution Policy (CEDRP); andii. in relation to a formal complaint by Registrant over a denial of Registrant's eligibility to hold a .travel domain name, a decision of the Domain Name Denial Review Panel of the Travel Partnership Corporation (TTCP).7.REVOCATION OF LICENSE. In addition to clause 14, Melbourne IT and the Registry administrator may revoke Registrant's license to use a .travel domain name for the following reasons:i) to protect the integrity and stability of the Registry;ii) to comply with any applicable laws, government rules or requirements, requests of law enforcement or any dispute resolution process;iiii) to avoid any liability, civil or criminal, on part of Registry as well as its affiliates, subsidiaries, agents, officers, directors, and employees;iv) for violations of this Agreement or any ICANN or Registry policy;v) to correct mistakes made by the Registry or any Registrar in connection with a domain name registration;vi) if Registrant ceases to be a member of the eligible community defined by the .travel Charter and policies;vii) failure by Registrant to comply with any .travel policy that applies to Registrant at any time;viii) if Registrant's .travel domain name or Registrant's use of the .travel domain name is not in the best interests of the travel community; andix) if any information provided by Registrant in the course of registration is incorrect.8.RESERVATION OF RIGHTS. Melbourne IT and the .travel registry administrator, Tralliance Corporation, expressly reserve the right to deny, cancel or transfer any registration that it deems necessary, in its discretion, to protect the integrity and stability of the registry, to comply with any applicable laws, government rules or requirements, requests of law enforcement, in compliance with any dispute resolution process, or to avoid any liability, civil or criminal, on the part of Melbourne IT and/or Tralliance Corporation., as well as their affiliates, subsidiaries, officers, directors and employees. Melbourne IT and Tralliance Corporation also reserve the right to freeze a domain name during resolution of a dispute.9.ICANN POLICY. Registrant must comply with all ICANN and .travel registry and registry administrators standards, policies, procedures and practices as notified to if from time to time by Registrar.10.THIRD PARTY BENEFICIARY. Registrant acknowledges that the .travel registry administrator is an intended third party beneficiary of this Registration Agreement.11.INDEMNITY. Without limiting clause 7, Registrant agrees to indemnify, keep indemnified and hold the .travel registry and registry administrator, their subsidiaries, affiliates, divisions, shareholders, directors, officers, employees, accountants, attorneys, insurers, agents, predecessors, successors and assigns harmless from any and all claims, demands, losses, costs, expenses, causes of action or other liabilities of any kind, whether known or unknown, in any way arising out of, relating to, or otherwise in connection with the Registrant's domain name registration.EShould you seek to register a .cat second level domain name you must contractually agree to the following terms:1.FundacipuntCAT is the registry administrator responsible for administering the .cat domain name registry.2.You acknowledge that your right to register a .cat domain name is subject to You complying with the .cat eligibility requirements, which are set out on the website of the .cat registry administrator, and which are currently located at http://www.puntcat.cat (the Eligibility Requirements. You agree that your registration of any .cat domain name will be in compliance with the terms of the Eligibility Requirements, as these may be amended by the .cat registry administrator from time to time.3.You acknowledge that your right to register a .name domain name is subject to You complying with the .cat acceptable use policy, which is set out on the website of the registry administrator, and which is currently located at http://www.puntcat.cat (the Acceptable Use Policy. You agree that Your registration of any .name domain name will be in compliance with the terms of the Acceptable Use Policy, as these may be amended by the .cat registry administrator from time to time.4.REGISTRATION AGREEMENT. The registrant agrees to be bound by the .cat Registration Agreement between the registrant and .cat registry administrator, as may be updated from time to time. The .cat Registration Agreement is located at http://www.puntcat.cat.FShould you seek to register a .mobi second level domain name you must contractually agree to the following terms:1.mTLD Top Level Domain Limited is the registry administrator responsible for administering the .mobi domain name registry.2.You acknowledge and agree to comply with the requirements, standards, policies, procedures and practices set forth in the dotmobi Style Guide (www.mtld.mobi) and consents to the monitoring of the website as described in the dotmobi Style Guide monitoring guidelines (www.mtld.mobi) for compliance with the StyleGuide. Furthermore, you acknowledge and agree that this Style Guide is subject to modification by the Registry with any such changes appearing at the previously designated URL, and that you must promptly comply with any such changes in the time allotted.3.INDEMNITY. Without limiting clause 7, you agree to indemnify, defend, keep indemnified and hold Affilias Limited (Registry Services Provider), its directors, officers, employees and agents harmless from and against all and any and all claims, damages, liabilities, costs and expenses (including reasonable legal fees and expenses) arising out of or relating to your domain name registration, renewal or pre-registration, or to your use of the domain name. This clause survives termination of this Agreement.4.THIRD PARTY BENEFICIARY. Notwithstanding anything in this agreement to the contrary, the registry administrator is and shall be an intended third party beneficiary of this Agreement. As such, the you acknowledge and agree that the third party beneficiary rights of the registry administrator have vested and that the registry administrator has relied on its third party beneficiary rights under this agreement in agreeing to Melbourne IT being a registrar for the .mobi top-level domain. Additionally, the third party beneficiary rights shall survive any termination or expiration of this agreement.5.POLICY. You must comply with all ICANN and .mobi registry and registry administrator's standards, requirements, policies, procedures and practices, as set out on the website of the .mobi registry administrator, and which are currently located at www.mtld.mobi, and as notified from time to time by the registry administrator or Melbourne IT ('Registry Policies'). You agree that your registration of any .mobi domain name will be in compliance with the terms of the Registry Policies, as these may be amended by the .mobi registry administrator from time to time.6.USE OF PERSONAL DATA. You consent to the use, copying, distribution, publication, modification and other processing of your personal data by the registry administrator and its designees and agents for such purposes as may be notified to Melbourne IT by the registry administrator from time to time. You otherwise agree to the provisions of clause 22 of this Agreement.7.APPLICATION DETAILS You agree to be bound by the provisions of clause 21 of this Agreement.8.You agree to be bound by the terms and conditions of the initial launch and general operations of the registry administrator, including without limitation the Limited Industry Launch, the Sunrise Period, the Land Rush Period, the Sunrise Dispute Resolution Policy, the Premium Name Allocation Process, and the General Registration Period (as outlined at www.mtld.mobi), and further acknowledge that the registry administrator has no liability of any kind for any loss or liability resulting from the proceedings and processes relating to the Limited Industry Launch, the Sunrise Period, the Land Rush Period, the Sunrise Dispute Resolution Policy, the Premium Name Allocation Process, and the General Registration Period including, without limitation: (a) the ability or inability of a registrant to obtain a registered name during these periods, and (b) the results of any dispute made during the limited industry launch or over a Sunrise Registration.9.REVOCATION, TRANSFER AND CANCELLATION OF LICENSE. Without limiting clause 14, you acknowledge and agree that the .mobi registry and the Registry Service Provider, acting in consent with the registry, reserves the right to deny, cancel or transfer any registration that it deems necessary, in its discretion (i) to protect the integrity and stability of the registry; (ii) to comply with all applicable laws, government rules or requirements, requests of law enforcement, in compliance with any dispute resolution process; to avoid any liability, civil or criminal, on the part of the registry or any registrar in connection with a domain name registration. The registry also reserves the right to freeze a registered name during resolution of a dispute.VERISIGN VERIFIED SEALLICENSE AGREEMENTTHIS VERISIGN VERIFIED SEAL LICENSE AGREEMENT (AGREEMENT IS ENTERED INTO BETWEEN VERISIGN (AS DEFINED BELOW), AND THE ENTITY YOU REPRESENT IN EXECUTING THIS AGREEMENT (YOU. THIS AGREEMENT SETS FORTH THE TERMS AND CONDITIONS APPLICABLE TO YOU IN USING THE VERISIGN VERIFIED SEAL. BY CLICKING ACCEPTOR BY USING THE VERISIGN VERIFIED SEAL, YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO ENTER INTO THIS AGREEMENT AND FULLY PERFORM YOUR OBLIGATIONS HEREUNDER, AND YOU AGREE TO BECOME A PARTY TO, AND BE BOUND BY, THESE TERMS. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, DO NOT INSTALL OR DISPLAY THE SEAL.ALL REFERENCES TO ╒ERISIGNIN THIS AGREEMENT SHALL MEAN VERISIGN, INC. UNLESS YOU ARE LOCATED OUTSIDE THE UNITED STATES, IN WHICH CASE ALL REFERENCES TO ╒ERISIGNHEREIN SHALL MEAN VERISIGN SEAL.IF YOU ARE A CUSTOMER OF A WEB HOST (AS DEFINED HEREIN), YOU REPRESENT AND WARRANT THAT YOUR WEB HOST IS AUTHORISED TO APPLY FOR, ACCEPT, INSTALL, MAINTAIN AND, IF NECESSARY, REMOVE THE VERIFIED SEAL ON YOUR BEHALF. BY AUTHORIZING YOUR WEB HOST AS SUCH, YOU AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO THESE TERMS, DO NOT DISPLAY THE VERIFIED SEAL.IF YOU ARE A WEB HOST AND ARE ACTING AS THE AUTHORISED REPRESENTATIVE OF A CUSTOMER IN APPLYING FOR A VERIFIED SEAL, YOU REPRESENT AND WARRANT AS SET FORTH IN SECTIONS 4.1 AND 4.2. IF YOU ARE A WEB HOST AND ARE APPLYING FOR YOUR OWN VERIFIED SEAL, THIS AGREEMENT APPLIES TO YOU IN ITS ENTIRETY, EXCEPT FOR SECTION 4.2.1. Definitions.Intellectual Property Rightsmeans any and all now known or hereafter existing rights associated with intangible property, including, but not limited to, registered and unregistered, United States and foreign copyrights, trade dress, trade names, corporate names, logos, inventions, patents, patent applications, software, know-how and all other intellectual property and proprietary rights (of every kind and nature throughout the universe and however designated).Repositorymeans the collection of documents located at the link for the repository located at http://www.verisign.com/repository/index.html.⊿ervermeans a computer or device on a network that manages network resources, including but not limited to a Web, e-mail, file or application server.⊿ervicesmeans the VeriSign Verified Seal, authentication services and Verified Seal lifecycle activities performed by VeriSign.⊿plash Pagemeans a Web page generated and hosted by VeriSign that is displayed when a visitor to Your Website clicks on the Verified Seal on Your Website. Such Web page reflects the Verified Data.╒erified Seal Installation Instructionsmeans the set of instructions that you receive when you download the Verified Seal, which may be viewed on the Repository.╒eriSign Verified Sealor ╒erified Sealmeans an electronic image featuring a VeriSign mark intended for display on Your Website. The image indicates to a website visitor that VeriSign has verified your organization as the owner of or has rights to the domain name and has verified the identity of your organization (╒erified Data; and (ii) when such visitor clicks the image, the Splash Page is displayed. The Verified Seal does not indicate encryption.╓eb Hostmeans an entity, such as an Internet Service Provider (ISP or Web hosting service provider, hosting Your Website, and authorized by VeriSign to resell the Services.Your Website means a website owned or controlled by you, or a website for which your right to use has been sufficiently proven by you to VeriSign's satisfaction, and the domain name of which You have identified in your Verified Seal application for authentication by VeriSign.2. License and License Restrictions.2.1Upon VeriSign's receipt of enrollment information, VeriSign will process your Verified Seal application. Upon completion of authentication procedures required for the Verified Seal, if your application is approved, VeriSign will send you an email with a link to Verified Seal Installation Instructions. You should then follow the Verified Seal Installation Instructions to obtain the Verified Seal. After you pick up or otherwise install your Verified Seal, you must review the information in it and promptly notify VeriSign of any errors. Upon receipt of such notice, VeriSign may revoke your Verified Seal and issue you a corrected Verified Seal. VeriSign may undertake re-authentication of Verified Seal credentials periodically. VeriSign may require additional information from you upon re-authentication, and you may be required to reconfirm your acknowledgement and acceptance of the terms of this Agreement upon re-authentication.2.2Subject to the restrictions below, VeriSign grants you a nonexclusive, non-transferable, non-sublicenseable license during the term of this Agreement to download, install, and display the Verified Seal on Your Website in accordance with the Verified Seal Installation Instructions solely for the purpose of communicating to visitors to Your Website that VeriSign has verified your organization as the owner of or having rights to the domain name, and has verified the identity of your organization. If the enrollment information you provided upon enrollment for the Services is incorrect or has changed, or if your organization name and/or domain name registration has changed, you must immediately notify VeriSign.2.3 You shall not: (i) use the Verified Seal for or on behalf of any organization other than your own, on any website other than Your Website or on any website secured with an SSL certificate other than a VeriSign-brand SSL certificate, (ii) use the Verified Seal in the absence of the Splash Page, (iii) copy, sell, rent, lease, transfer, assign or sublicense the Verified Seal, in whole or in part, (iv) alter or tamper with the Verified Seal in any way, including but not limited to skewing; modifying the color, size, pattern and fonts; and separating logo elements, copyright and trademark indicators, or attempting to alter or suppress access to the Splash Page, (v) take any action that will interfere with or diminish VeriSign's rights in the Verified Seal or underlying products and services. If you believe that the Verified Seal has been copied or is being used in any way that constitutes Intellectual Property Rights infringement, you shall report it immediately at http://www.verisign.com/support/site/abuse.html. Breach of any of the restrictions above shall be considered a material breach of this Agreement.3. Term and Termination.3.1 Unless earlier terminated in accordance with the terms hereof, this Agreement shall continue in effect on a month to month basis or, if you have selected a longer term during enrollment for the Services, for the duration of such term. The provisions of Sections 3.3, 5, and 8 through 17 shall survive termination.3.2 VeriSign reserves the right to revoke your Services and remove the Verified Seal from Your Web Site immediately without notice, and this Agreement shall automatically terminate, if: (i) VeriSign discovers that the information that you provided upon enrollment is no longer valid; or (ii) you or your Web Host: (a) fails to perform any of your/its obligations hereunder or violates any of the restrictions set forth in Section 2.3 above; or (b) uses the Verified Seal for any unlawful purpose; or (iii) if you enrolled for the Verified Seal through a Web Host and: (a) Your Website ceases to be hosted by such Web Host; or (b) your Web Host orders VeriSign to revoke your Verified Seal and terminate the Services; or (c) if your Web Host materially breaches the terms of its reseller agreement with VeriSign. VeriSign may terminate the Services and this Agreement for convenience upon thirty (30) days. prior written notice.3.3 Upon termination or expiry of this Agreement, you shall immediately cease displaying your Verified Seal and you shall immediately and permanently remove the Verified Seal from the Server(s) on which it is installed and shall not use it for any purpose thereafter. VeriSign reserves the right to remove the Verified Seal from Your Website upon termination or expiration of this Agreement for any reason.4. Representations and Warranties.4.1 You represent and warrant to VeriSign and anyone who relies on your Verified Seal that (i) all information you provide during enrollment for the Verified Seal is true and correct at the time of submission, and such information (including any domain name or e-mail address) does not infringe the Intellectual Property Rights of any third party; and (ii) you will use the Verified Seal in accordance with this Agreement only.4.2 Further to section 4.1, Web Host represents and warrants to VeriSign and anyone who relies on its customer's Verified Seal that (i) it has obtained the authority of its customer to enter into this Agreement on behalf of its customer and/or to bind its customer to this Agreement; and (ii) it shall comply with and procure its customer's compliance with this Agreement; (iii) it shall not allow any website it hosts to display a Verified Seal unless such website is licensed to do so.5. Proprietary Rights. You acknowledge that VeriSign and its licensors retain all Intellectual Property Rights and title in and to all of their confidential information or other proprietary information, products, services, and the ideas, concepts, techniques, inventions, processes, software or works of authorship developed, embodied in, or practiced in connection with the services provided by VeriSign hereunder, including without limitation all modifications, enhancements, derivative works, configurations, translations, upgrades, and interfaces thereto (all of the foregoing, ╒eriSign Works. The VeriSign Works do not include your pre-existing hardware, software, or networks. Except as otherwise expressly provided herein, nothing in this Agreement shall create any right of ownership or license in and to the other party.s Intellectual Property Rights, and each party shall continue to independently own and maintain its Intellectual Property Rights.6. Modifications to Verified Seal License Agreement. VeriSign may (i) revise the terms of this Agreement; and/or (ii) change part of the services provided herein at any time. Any such change will be binding and effective thirty (30) days after publication of the change on VeriSign's website, or upon notification to you by e-mail. If you do not agree with the change, you shall immediately cease using and displaying the Verified Seal. By continuing to use and display the Verified Seal after such change, you agree to abide by and be bound thereby.7. Privacy Matters. You agree and consent that VeriSign may place in your Verified Seal and Splash Page certain information that you provide during enrollment for the Verified Seal. By placing the Verified Seal on Your Website, You agree and consent that VeriSign may capture, use, and disclose IP address (which does not include any personally-identifiable information) of visitors to Your Website for the purposes of (i) preparing reports about the use of the Verified Seal that may be provided to customers, potential customers and the general public, (ii) improving the utility of the Verified Seal or creating new services, or (iii) complying with a court order, law or requirement of any government agency. For information on processing of personally-identifiable data, please see VeriSign's Privacy Statement which is accessible from VeriSign's home page.8. Disclaimers of Warranties. VERISIGN DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTION OF CUSTOMER REQUIREMENTS, NON-INFRINGEMENT, AND ANY WARRANTY ARISING OUT OF A COURSE OF PERFORMANCE, DEALING OR TRADE USAGE.9. Indemnity. You agree to indemnify, defend and hold harmless VeriSign, its directors, shareholders, officers, agents, employees, successors and assigns from any and all third party claims, suits, proceedings, judgments, damages, and costs (including reasonable attorneys' fees and expenses) arising from (i) the breach of any of your warranties, representations, and obligations under this Agreement; (ii) any infringement of an Intellectual Property Right of any person or entity in information or content provided by you. VeriSign shall promptly notify you of any such claim, and you shall bear full responsibility for the defense of such claim (including any settlements); provided however, that (a) you keep VeriSign informed of, and consult with VeriSign in connection with the progress of such litigation or settlement; (b) you shall not have any right, without VeriSign.s written consent, which consent shall not be unreasonably withheld, to settle such claim if such settlement arises from or is part of any criminal action, suit or proceeding or contains a stipulation to or admission or acknowledgement of, any liability or wrongdoing (whether in contract, tort, or otherwise) on the part of VeriSign, or requires any specific performance or non-pecuniary remedy by VeriSign; and (c) VeriSign shall have the right to participate in the defense of a claim with counsel of its choice at its own expense.10. Limitations of Liability.10.1 THIS SECTION 10 APPLIES TO LIABILTY UNDER CONTRACT (INCLUDING BREACH OF WARRANTY), TORT (INCLUDING NEGLIGENCE AND/OR STRICT LIABILITY); AND ANY OTHER LEGAL OR EQUITABLE FORM OF CLAIM.10.2 IN THE EVENT OF ANY CLAIM, ACTION, SUIT, ARBITRATION, OR OTHER PROCEEDING RELATING TO THIS AGREEMENT, TO THE EXTENT PERMITTED BY APPLICABLE LAW, VERISIGN SHALL NOT BE LIABLE FOR (I) ANY LOSS OF PROFIT, BUSINESS, CONTRACTS, REVENUE OR ANTICIPATED SAVINGS, OR (II) ANY INDIRECT OR CONSEQUENTIAL LOSS.10.3 VERISIGN.S TOTAL LIABIILTY FOR DAMAGES SUSTAINED BY YOU AND ANY THIRD PARTY FOR ANY USE OR RELIANCE ON A VERIFIED SEAL SHALL BE LIMITED, IN THE AGGREGATE, TO FIVE THOUSAND UNITED STATES DOLLARS (US$5000) OR THE EQUIVALENT IN LOCAL CURRENCY.10.4 NOTWITHSTANDING THE FOREGOING, VERISIGN.S LIABILITY SHALL NOT BE LIMITED UNDER THIS SECTION 10 IN CASES OF PERSONAL INJURY OR DEATH ARISING FROM VERISIGN.S NEGLIGENCE OR TO ANY OTHER LIABILITY WHICH CANNOT BE EXCLUDED BY APPLICABLE LAW (INCLUDING MANDATORY LAWS OF ANY APPLICABLE JURISDICTION). TO THE EXTENT JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN LIABILITY LIMITATIONS, SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.11. Force Majeure. Neither party shall be deemed in default hereunder, nor shall it hold the other party responsible for, any cessation, interruption or delay in the performance of its obligations hereunder (excluding payment obligations) due to earthquake, flood, fire, storm, natural disaster, act of God, war, terrorism, armed conflict, labor strike, lockout, boycott or other similar events beyond the reasonable control of such party, provided that the party relying upon this Section (i) gives prompt written notice thereof; and (ii) takes all steps reasonably necessary to mitigate the effects of the force majeure event; provided further, that in the event a force majeure event extends for a period in excess of thirty (30) days in the aggregate, either party may immediately terminate this Agreement upon written notice.12. Severability. If any provision of this Agreement should be found by a court of competent jurisdiction to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained shall not, in any way, be affected or impaired thereby.13. Governing Law. Any disputes related to this Agreement shall be governed in all respects by and construed in accordance with the laws of the Commonwealth of Virginia, United States of America, excluding its conflict of law rules. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement.14. Dispute Resolution. To the extent permitted by law, before you invoke any dispute resolution mechanism with respect to a dispute involving any aspect of this Agreement, you shall notify VeriSign, and any other party to the dispute for the purpose of seeking resolution. If the dispute is not resolved within sixty (60) days after the initial notice, then a party may proceed in accordance with the following:(i) When each party to the dispute is a Canadian or U.S. resident or organization situated or doing business in Canada or the United States. All suits arising in connection with this Agreement shall be brought in the United States District Court for the Eastern District of Virginia or the state courts of Fairfax County, Virginia, U.S.A. The parties agree that such courts shall have exclusive in personam jurisdiction and the parties submit to the exclusive in personam jurisdiction and venue of such courts. The parties further waive any right to a jury trial regarding any action brought in connection with this Agreement.(ii) Where one or more parties to the dispute is not a Canadian or U.S. resident or organization situated or doing business in Canada or the United States. All disputes arising in connection with this Agreement shall be finally settled under the Rules of Conciliation and Arbitration and under the auspices of the International Chamber of Commerce (ICC) as modified as necessary to reflect the provisions herein by one or more arbitrators. The place of arbitration shall be Geneva, Switzerland, and the proceedings shall be conducted in English. In cases involving a single arbiter, that single arbiter shall be appointed by mutual agreement of the parties. If the parties fail to agree to an arbiter within fifteen (15) days, the ICC shall choose an arbiter knowledgeable in computer software law, information security and cryptography or otherwise having special qualifications in the field, such as a lawyer, academician or judge in common law jurisdiction.Nothing in this Agreement will be deemed as preventing either party from seeking injunctive relief (or any other provisional remedy) from any court having jurisdiction over the parties and the subject matter of this dispute as is necessary to protect either party's Intellectual Property Rights.15. Non-Assignment. Except as stated herein, your rights under this Agreement are not assignable or transferable and any purported assignment or transfer shall be null and void. Any attempt by your creditors to obtain an interest in your rights herein, whether by attachment, levy, garnishment or otherwise, renders this Agreement voidable at VeriSign's option.16. Notices and Communications. You will make all notices, demands or requests to VeriSign with respect to this Agreement in writing to the –ontactaddress listed on the website from where you obtained the Verified Seal, with a copy to: Attn: General Counsel, VeriSign, Inc., 487 E. Middlefield Road, Mountain View, California, USA 94043.17. Entire Agreement. This Agreement constitutes the entire understanding and agreement between VeriSign and you with respect to the transactions contemplated, and supercede any and all prior or contemporaneous oral or written representation, understanding, agreement or communication relating thereto. Terms and conditions in any purchase orders that are not included in or that conflict with this Agreement are null and void.VeriSign Verified Seal License Agreement Version 1.0LOGOWORKS TERMS AND CONDITIONS OF USEWelcome to Logoworks! By using Logoworks, and signing up as a Client, you agree to be legally bound by these Terms and Conditions of Use (the ═erms and Conditions, including those terms and conditions incorporated by reference. Please read these Terms and Conditions carefully. If you do not accept these Terms and Conditions, you may not use the Logoworks service. Logoworks may revise these Terms and Conditions at any time by updating this posting. You should visit this web page periodically to review the Terms and Conditions, because they are binding on you. In these Terms and Conditions, all services provided by and related to Logoworks, and all text, images, photographs, user interface, ╨ookand ╢eel data and other content included at Logoworks.com from time to time (including, without limitation, the selection, coordination and arrangement of such content) are sometimes referred to as the ╓eb Siteand/or ⊿ervice.Logoworks is owned and operated by Hewlett-Packard Company.You acknowledge and agree that Logoworks shall have the right (but not the obligation) in its sole discretion, to pre-screen, refuse or remove any project and/or user provided content that violates these Terms and Conditions or is otherwise objectionable, including, without limitation, projects or content that is illegal, obscene, indecent, defamatory, incites religious, racial or ethnic hatred, or violates the rights of others. Activity that is brought to our attention which appears in our sole judgment to violate the law will be brought to the attention of the proper authorities. You acknowledge, consent and agree that Logoworks may access, preserve, and disclose your account information and content if required to do so by law or in a good faith belief that such access preservation or disclosure is reasonably necessary to: (a) comply with legal process; (b) enforce these Terms and Conditions; (c) respond to claims that any content violates the rights of third-parties; (d) respond to your requests for customer service; or (e) protect the rights, property, or personal safety of Logoworks, its users and the public.1. Logoworks Service Generally(a) Description. The Logoworks Service is an online offering where individuals or entities that have signed up with Logoworks as clients (each, a –lient can post specific assignments and project descriptions, including illustrative samples or other media (each, a –reative Brief, revise those Creative Briefs (each, a Revision Brief and obtain responses (each, a Response to those Creative or Revision Briefs from design experts retained by Logoworks (members. Logoworks will provide you, as the Client, the Service according to the Package you have chosen as detailed in section 1(e) below. Your Responses will be created iteratively through a drafting cycle of Creative Briefs, Revision Briefs and Responses, ultimately resulting in a final Response conforming to your various Creative and Revision Briefs.(b) Creative Brief and Responses. You are solely responsible for preparing and posting detailed descriptions of each of your Creative Briefs to the Web Site, including providing samples illustrating your Creative Brief and any relevant deadlines. For each Response to a Creative Brief that you want to receive, a term sheet (a ═erm Sheet will be generated that will contain, and be subject to, the terms and conditions you have established for the Creative or Revision Brief. Logoworks is under no obligation to review a Creative or Revision Brief or Term Sheet for any purpose, including accuracy, completeness of information, quality or clarity. Logoworks may decide, in its sole discretion, to deny a Creative or Revision Brief or a Term Sheet.(c) Reviewing Responses. When Logoworks provides you with a Response, you are responsible for reviewing the Response. If you fail to promptly inform Logoworks that the Response is not reasonably responsive to the related Term Sheet or Creative Brief, you will be deemed to have accepted the Response. If you notify Logoworks that you think a Response is not reasonably responsive to the related Creative Brief, you shall then submit to the Web Site a Revision Brief containing information regarding amendments or modification to be made to the initial Response. After you provide Logoworks with a Revision Brief, Logoworks will provide you with a subsequent Response that conforms to the additional criteria you requested. Logoworks is not responsible for the content of Responses developed to the extent that such Responses are prepared to conform to your Creative or Revision Briefs.(d) Revision Cycles. Revision cycles generally consist of 2-6 additional compositions that incorporate changes you request in a Revision Brief. The purpose of the revision process is to create Responses that move your project forward in the specific direction you have determined. You may request significant changes in the first and second cycles, and the Responses generated might be quite different in nature from the original composition you selected. By the third revision request, your requests shall be modifications of the current composition only. Revision requests that depart from the then-current composition will be honored and completed in a timely manner, however; Logoworks reserves the right to charge $50 for each such Revision. No revision work, which requires payment, will be started without your authorization.(e) Client Accounts. When you register for the Service, you must pay for the Service via credit card, or other payment method expressly authorized by Logoworks. You will be charged for the Package you have selected. If you pay by credit card, you will be required to provide a valid credit card number and credit card billing address when registering as a Client. Logoworks will email you a receipt for the transactions in which you are involved. Our fee policy for Clients may change and we may decide to impose additional fees on Clients at any time; however, such additional fees will not apply to projects submitted before Logoworks implements any such change in fees.(f) Refunds. Refunds for the Logoworks by HP Site Design service offered through Everywhere Print are available only by contacting Everywhere Print Customer Care. A full refund is available only if you have not received any consultation or design services. If any design work has been completed, you will not be eligible for a partial or full refund.(g) Should you receive a refund, you agree that your acceptance of the refund shall constitute your sole and exclusive remedy with respect to related Responses. Additionally, you acknowledge that you will have no right (express or implied) to use any Response or other work product, content, or media, nor will you have any ownership interest in or to the same.(h) Project Duration. You agree to provide timely responses to any status notifications that Logoworks sends to you. You shall have 30 days to respond to each Response sent to you. If after 30 days you have failed to respond, Logoworks will assume that your project is complete and the project shall be deemed completed. At such time, Logoworks will have no further obligation to you, and you will pay Logoworks pursuant to the provisions of these Terms and Conditions. Notwithstanding the foregoing, Logoworks reserves the right, in its sole discretion, to terminate your access to all or a portion of the Service, at any time, with or without notice. In the event of such termination, Logoworks will determine, in its sole discretion, whether you are entitled to any refund.2. Eligibility, Access, Use and Service(a) Eligibility Requirements. To register as a Client, you must be at least 18 years of age, agree to these Terms and Conditions and Logoworks' privacy policy (located at www.Logoworks.com/privacy.html), and complete the registration procedure. By registering as a Client, you represent and warrant that you meet these eligibility requirements, that the information you include as part of the registration process is complete and accurate and, if you are registering on behalf of an entity, that you are authorized to bind that entity to these Terms and Conditions. Logoworks may accept or reject your registration in its sole discretion.(b) Authorization to Use; Permitted Uses. You may access and use the Service solely in accordance with these Terms and Conditions and any posted policies and procedures that appear on the Web Site. You may provide Creative Briefs and obtain Responses only if you register as a Client. Any use of the Web Site is at your sole risk and responsibility. Subject to these Terms and Conditions, you may (i) display the Web Site on an Internet access device, and (ii) on an occasional, infrequent and ad hoc basis, and only in circumstances that constitute ╢air useunder United States copyright law, print copies of insubstantial portions of the Web Site.(c) Prohibited Uses. Except as expressly permitted in these Terms and Conditions, you may not display or print the Web Site and in no event may you broadcast, circulate, distribute, download, perform, publish, rent, reproduce, sell, store, transmit or create decorative works from the Web Site. Additionally, you agree to comply with all applicable laws (including, without limitation, any applicable export controls) in connection with your use of the Service, and with such further limitations or rules as may be set forth on the Web Site. Without limiting the foregoing, you agree not to transmit, distribute, post, communicate or store information or other material on, to or through the Web Site that (i) is copyrighted, unless you are the copyright owner; (ii) reveals trade secrets, unless you own them; (iii) infringes on any other proprietary or intellectual property rights of others, on the privacy or publicity rights of others, or any statutory right; (iv) is obscene, defamatory, threatening, harassing, abusive, hateful, or embarrassing to any other person or entity; (v) is sexually-explicit; (vi) constitutes advertisements or solicitations of business, chain letters or pyramid schemes; or (vii) contains viruses, Trojan horses, worms, time bombs, or other computer programming routines or engines that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or information. You further agree not to (a) use any incomplete, false or inaccurate biographical information or other information for purposes of registering as a Client; (b) delete or revise any material or other information of any other user of Logoworks; (c) take any action that imposes an unreasonable or disproportionately large load on the Web Site's infrastructure; (d) use any device, software or routine to interfere or attempt to interfere with the proper working of the Service or any activity being conducted on the Web Site; (e) use or attempt to use any engine, software, tool, agent or other device or mechanism (including, without limitation, browsers, spiders, robots, avatars or intelligent agents) to navigate or search the Web Site, other than the search engine and search agents available from Logoworks on the Web Site and other than generally available third-party web browsers (e.g., Microsoft Internet Explorer and Netscape Navigator); or (f) attempt to decipher, decompile, disassemble or reverse-engineer any of the software comprising or in any way making up a part of the Web Site.(d) Web Site Security. You are prohibited from violating or attempting to violate the security of the Web Site, including, without limitation, (i) accessing data not intended for you or logging into a server or account that you are not authorized to access; (ii) attempting to probe, scan or test the vulnerability of a system or network or to breach security or authentication measures without proper authorization; (iii) attempting to interfere with service to any user, host or network, including, without limitation, by way of submitting a virus to, or overloading, ╢looding ╯pamming ╩ailbombingor ╟rashing the Web Site; (iv) sending unsolicited email to any user of the Web Site, including promotions and/or advertising of products or services; or (v) forging any TCP/IP packet header or any part of the header information in any email or posting generated in connection with the Service. Violations of system or network security may result in civil or criminal liability. Logoworks will investigate occurrences that may involve such violations and may involve, and cooperate with, law enforcement authorities in prosecuting users who are involved in such violations. Logoworks reserves the right to review postings on the Web Site, to remove any postings, and to terminate your ability to communicate with, or post to, the Web Site at any time without notice, in its sole discretion. Logoworks will use commercially reasonable efforts not to disclose any information you communicate with, or post to, the Web Site, but reserves the right to disclose such information to the extent necessary to satisfy any applicable law, regulation, legal process or governmental request, and the right to edit, refuse to post or to remove any information or materials, in whole or in part.(e) Operation of Web Site. Logoworks shall not be responsible for any delays or interruptions of, or errors or omissions contained in, the Web Site. Logoworks reserves the right, but shall not be required, to correct any such delays, interruptions, errors or omissions. Although Logoworks intends to use commercially reasonable efforts to make the Web Site and Service accessible, Logoworks makes no representation, warranty or covenant that the Web Site or Service will be available at all times or at any time. Various circumstances may prevent or delay availability, including telecommunications and/or server problems. Logoworks may at any time discontinue the Web Site in whole or in part, may change or eliminate any transmission method, and may change transmission speeds or other signal characteristics. Logoworks shall not be responsible for any loss, cost, damage or liability that may result from any of the circumstances, actions or inactions described in this paragraph.3. Registration, Password, User Identity(a) Your User Identity. When you register as a Client, you will create a user identity (your ║ser Identity, which will be your identity for purposes of interacting with other users through the Web Site. Your User Identity will include certain personal information, such as, the industry in which you operate. However, your user name need not be your real name. During the registration process, the fields requesting information that will be made available to others as part of your User Identity are identified. You are responsible for ensuring that you are comfortable making such information available to other Web Site users.(b) Access Numbers, Passwords, and Password Access. You shall keep confidential, shall not disseminate, and shall use solely in accordance with these Terms and Conditions, your User Identity, registration identification and password for the Web Site. You shall immediately notify Logoworks if you learn of or suspect: (i) any loss or theft of your User Identity, registration identification or password, or (ii) any unauthorized use of your registration identification or password or of the Web Site. In the event of such loss, theft, or unauthorized use, Logoworks may impose on you, at Logoworks' sole discretion, additional security obligations.(c) Security Breaches and Revision. If any unauthorized person obtains access to the Web Site as a result of any act or omission by you, you shall use your best efforts to ascertain the source and manner of acquisition and shall fully and promptly inform Logoworks. You shall otherwise cooperate and assist in any investigation relating to any such unauthorized access.4. Ownership; Rights to Use(a) Web Site and Service Generally. Except as expressly contemplated under these Terms and Conditions, as between Logoworks and you, Logoworks will own all right, title and interest in and to all copyright, trademark, service mark, patent, trade secret or other intellectual property and proprietary rights in and to the Web Site and Service, in all media now known or later devised, to the fullest extent provided under United States and international law. You shall not remove, conceal or alter any copyright notice, byline information, disclaimer, restriction or other notice on the Web Site or any portion thereof. You shall not use or permit any third party to use the name, trademarks, trade names, or trade dress of Logoworks, including ↙ogoworks without the prior written consent of Logoworks, as determined in its sole discretion, for each such use.(b) Creative and Response Briefs. Upon submission of a Creative or Response Brief or any other information or media provided by you in connection with your use of the Service (collectively, the –lient Information, Logoworks and its agents shall have all rights and licenses necessary to use such Client Information for the purpose of obtaining Responses and for archival purposes. Each Member to whom your project is made available has the right to review and display the relevant Term Sheet for purposes of preparing a Response.(c) Rights of Logoworks. Upon your submission of Client Information to the Service, you grant Logoworks and its agents (including Hewlett-Packard Company) a royalty-free, perpetual, irrevocable, sublicenseable, exclusive, worldwide right (including any moral rights) and license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, communicate to the public, perform and display (in whole or in part), and/or incorporate in other works, in any form, media, or technology now known or later developed, such Client Information, for the full term of any intellectual property rights that may exist in such Client Information to the extent necessary to provide you with the Service and Responses.(d) Rights of Clients. Subject to your compliance with these Terms and Conditions, you shall own the final the Response composition provided to you by Logoworks (the ‵inal Product. You shall not, however, own any materials, media or other content generated during any revision cycles leading up to the Final Product, and Logoworks expressly reserves all right, title and interest in and to the same. You acknowledge and hereby grant to Logoworks a royalty-free, irrevocable exclusive worldwide right to use Creative and Revision Briefs, individual Responses provided to you, and Final Product for internal and archival purposes, and in order to display and promote the Logoworks Service. Logoworks retains the rights to all artwork concepts and other content not selected by you. You acknowledge that your ownership rights under these Terms and Conditions are limited to the Final Product, and that no trademarks or service marks in or to any Final Product are being conveyed under these Terms and Conditions. You hereby acknowledge that Logoworks shall have no obligation or duty to perform trademark, service mark or copyright searches or inquiries, or the like, in order to validate the propriety or legality of the Final Product. Accordingly, you are encouraged to perform your own independent searches with regard to the Final Product. Furthermore, you acknowledge that Logoworks shall have no responsibility or obligation of any kind to assist you in seeking state or federal intellectual property protection (i.e., without limitation, trademark or copyright registration) for the Final Product, nor shall Logoworks be responsible for otherwise assisting you in any way in your attempt to perfect your rights in or to the Final Product.5. Nondisclosure and PrivacyLogoworks intends to use commercially reasonable efforts to follow its privacy policy, as such privacy policy may be changed from time to time at Logoworks' sole discretion. Notwithstanding the foregoing, Logoworks cannot and does not assume any responsibility or liability for any information submitted to the Web Site or for the use or misuse of any information submitted by you or any other person, including, without limitation, any information accessed by a hacker or by any other malicious act.6. Disclaimers; Indemnification; Limitations of Liability(a) Responsibility for Content. Logoworks shall not be responsible for any use that is or is not made of the Web Site or the Service. Without limiting the foregoing, Logoworks makes no representations, warranties or covenants regarding, and does not guarantee, the truthfulness, accuracy, or reliability of any information or other material (including, without limitation, any Creative Brief, Term Sheets, Responses or User Identity) that are communicated through, or posted to, the Service, whether by Members, Clients, Logoworks or otherwise, nor does Logoworks endorse any opinions expressed by any user of the Web Site, including any Member or Client. Without limiting the foregoing, Logoworks makes no representations, warranties or covenants regarding the validity of the rights to Responses granted pursuant to these Terms and Conditions. You acknowledge that any reliance on information or other material, including, without limitation, any information related to a particular Package or your project, Term Sheet, Response or User Identity, communicated through the Service, or posted to the Web Site, will be at your own risk. Without limiting the foregoing, you agree and acknowledge that you use each Response at your own risk and that you are responsible for taking any actions you deem reasonable to determine whether your use of a Response will infringe any statutory or third-party intellectual property, privacy or publicity rights.(b) Links to Third-Party Services. The Web Site may contain links to third-party web sites or other services (the ↙inked Content. The Linked Content is not under the control of Logoworks and Logoworks is not responsible for the Linked Content, including, without limitation, links contained in the Linked Content, or any changes or updates to Linked Content. Logoworks is providing Linked Content to you only as a convenience, and the inclusion of such Linked Content is not an endorsement by Logoworks of such Linked Content. If you decide to access any Linked Content, you do so at your own risk.(c) Disclaimer of Warranties. THE SERVICE AND THE RESPONSES ARE PROVIDED AS IS.Logoworks MAKES NO REPRESENTATION OR WARRANTY OF ANY KIND WHATSOEVER TO YOU OR ANY OTHER PERSON RELATING IN ANY WAY TO THE WEB SITE, INCLUDING ANY PART THEREOF, OR ANY WEB SITE OR OTHER CONTENT OR SERVICE THAT MAY BE ACCESSIBLE DIRECTLY OR INDIRECTLY THROUGH THE WEB SITE, INCLUDING ANY TERM SHEET, RESPONSE, USER IDENTITY OR LINKED CONTENT. Logoworks DISCLAIMS, TO THE MAXIMUM EXTENT PERMITTED BY LAW, ANY AND ALL SUCH REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS OR IMPLIED. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, Logoworks DISCLAIMS, TO THE MAXIMUM EXTENT PERMITTED BY LAW, ANY AND ALL (i) WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE; (ii) WARRANTIES AGAINST INFRINGEMENT OF ANY THIRD-PARTY INTELLECTUAL PROPERTY OR PROPRIETARY RIGHTS; (iii) WARRANTIES RELATING TO DELAYS, INTERRUPTIONS, ERRORS, OR OMISSIONS IN THE WEB SITE, OR ANY PART THEREOF; (iv) WARRANTIES RELATING TO THE TRANSMISSION OR DELIVERY OF THE WEB SITE; AND (v) WARRANTIES OTHERWISE RELATING TO PERFORMANCE, NON-PERFORMANCE, OR OTHER ACTS OR OMISSIONS BY Logoworks OR ANY THIRD PARTY. FURTHERMORE, THERE IS NO WARRANTY THAT THE WEB SITE WILL MEET YOUR NEEDS OR REQUIREMENTS OR THE NEEDS OR REQUIREMENTS OF ANY OTHER PERSON.(d) Release from Claims. The Service serves solely as a venue for the creation of work and Logoworks does not regularly screen or censor any information or material posted to the Web Site. Although Logoworks makes commercially reasonable efforts to determine the identity of Clients, Logoworks cannot and does not confirm that any Client or other user is who they claim to be or that any Client or other user has the qualifications he or she claims to have. Because Logoworks does not and cannot be involved in user-to-user dealings or control the behavior of participants on the Web Site, if you have a dispute with one or more users, you hereby release Logoworks (and our affiliates, agents and employees) from claims, demands and damages (actual and consequential, direct and indirect) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such disputes. If you are a California resident, you waive California Civil Code section 1542, which says: A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor.(e) Indemnification. You hereby agree to defend, indemnify and hold harmless Logoworks and its subsidiaries, affiliates, officers, agents, co-branders or other partners and employees from any action, claim, demand, or liability arising from or relating to your violation of any of these Terms and Conditions or use of the Web Site, and any expenses incurred in connection therewith, including, without limitation, reasonable attorneys' fees.(f) Limitation of Damages. IN NO EVENT SHALL THE COMPANY OR ANY THIRD PARTY BE LIABLE TO YOU OR ANY OTHER PERSON FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR INDIRECT DAMAGES ARISING UNDER OR IN ANY WAY RELATED TO THE WEB SITE, INCLUDING ANY PART THEREOF, OR THESE TERMS AND CONDITIONS OR ANY OTHER CONSENT (INCLUDING LOST PROFITS, LOSS OF BUSINESS OR DATA, BUSINESS INTERRUPTION, TRADING LOSSES, AND DAMAGES THAT RESULT FROM INACCURACY OF THE INFORMATION OR INCONVENIENCE, DELAY, OR LOSS OF THE USE OF THE SERVICE) EVEN IF Logoworks OR ANY THIRD PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES. Logoworks' TOTAL LIABILITY FOR DAMAGES SHALL BE LIMITED TO THE TOTAL AMOUNT YOU PAID TO Logoworks FOR YOUR PACKAGE UNDER THESE TERMS AND CONDITIONS.7. CommunicationBy using the Logoworks Service, you agree to receive, via email or otherwise, status notifications, a monthly newsletter, and carefully selected special offers and promotions for certain products and services that we believe could be of value to our Clients. This is essential to maintaining the low-cost of our services. You are free to unsubscribe from any newsletters we send to you at any time. Logoworks may or may not use a third party to send email or otherwise contact you, however, your personal identifying information will never be disclosed or shared with another party in a manner inconsistent with Logoworks' privacy policy.8. Miscellaneous Provisions(a) Entire Agreement. These Terms and Conditions set forth the entire agreement and understanding of the parties with respect to the subject matter hereof and supersede any and all prior oral or written agreements and understandings, and any and all contemporaneous oral agreements and understandings (excluding any associated agreements required by Logoworks (e.g., privacy policy) as a condition precedent to Clients' use of the Service), between you and Logoworks regarding the subject matter of these Terms and Conditions.(b) Amendment. No modification, amendment, or waiver of these Terms and Conditions or any part hereof shall be binding unless evidenced in writing and signed by Logoworks.(c) Severability. If any provision of these Terms and Conditions is held by a court of competent jurisdiction to be invalid, void, or unenforceable, then such provision shall be deemed null and void, but the remaining provisions shall continue in full force without being impaired or invalidated in any way.(d) Mutual Participation. The language of these Terms and Conditions shall be deemed to be the language mutually chosen by the parties and no rule of strict construction shall be applied against or in favor of either party hereto.(e) Headings. The section headings and other headings contained herein shall not affect the meaning or interpretation of these Terms and Conditions.(f) Choice of Law; Forum. These Terms and Conditions shall be governed by the substantive law of the State of Utah, without reference to any choice of law rules that would result in the application of the substantive law of any other jurisdiction. The parties agree that any disputes arising out of or relating to these Terms and Conditions shall be submitted to the federal courts having jurisdiction in Salt Lake City, Utah, or state courts having jurisdiction in the area in which such federal courts have jurisdiction, and the parties consent to the personal jurisdiction of such courts with respect to such disputes.(g) Assignment. You may not assign or otherwise transfer (by operation of law or otherwise) any of your rights or duties hereunder unless Logoworks agrees in writing after receiving prior written notice. Any attempted assignment or other transfer without the requisite consent shall be null and void ab initio. Logoworks may assign or otherwise transfer any of its rights or the performance of any of its duties without your consent.(h) Waiver. The waiver by Logoworks of a breach or a violation of any provision of these Terms and Conditions shall not operate as or be construed to be a waiver of any subsequent breach or violation of any provision of these Terms and Conditions.(i) Independent Contractors. The parties and their respective personnel are and shall be independent contracts and neither party by virtue of these Terms and Conditions shall have any right, power or authority to act or create any obligation, express or implied, on behalf of the other party.(j) Force Majeure. If the performance of any part of these Terms and Conditions by either party is prevented, hindered, delayed or otherwise made impracticable by reason of any flood, riot, fire, judicial or governmental action, labor disputes, act of God or any other causes beyond the control of either party, that party shall be excused from such to the extent that such performance is prevented, hindered or delayed by such causes.(k) Capacity. The parties hereby warrant and represent that they have all necessary rights and authority to execute these Terms and Conditions and to fulfill their obligations hereunder.(l) Further Assurances. The parties here to shall, at their own cost and expenses, execute and deliver such other documents, artwork, programming code and instruments and shall take such other action as may reasonably be required or appropriate to evidence or carry out the intent and purposes of these Terms and Conditions.