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USE OF SITE AND GENERAL TERMS

Welcome to our Web site ("Site") which is owned and operated by ONE BUSINESS MART, a Colorado limited liability (the "Company").

PLEASE READ THESE TERMS SET FORTH BELOW CAREFULLY. BY ACCESSING THIS WEB SITE EITHER AS A VISITOR AND/OR A SUBSCRIBER OF ANY PRODUCTS OR SERVICES YOU AGREE TO BE BOUND BY THE TERMS, CONDITIONS AND PROVISIONS BELOW AND ALL DOCUMENTS REFERENCED HEREIN. THE TERMS, CONDITIONS AND PROVISIONS BELOW CONSTITUTE THE ENTIRE AGREEMENT BETWEEN YOU AND THE COMPANY. IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, PLEASE DO NOT ACCESS THIS WEB SITE OR SUBSCRIBE FOR OUR PRODUCTS AND SERVICES. IF YOU SUBSCRIBE TO PRODUCTS OR SERVICES YOU SHALL BE SUBJECT TO ADDITIONAL TERMS AND CONDITIONS FOR EACH RESPECTIVE PRODUCT OR SERVICE.

1. ACCEPTANCE OF TERMS. Company maintains this Site as a service to its visitors and subscribers, subject to the following terms and conditions concerning the use of the Site ("Terms of Use"). When you access or use our Site, subscribe for products and/or services hereunder you accept all the Terms of Use set forth herein; if you do not agree to the Terms of Use you may not use the Site nor subscribe to our products or services. The Terms of Use survive your access and use of this Site. Company reserves the right to modify content on this Site and these Terms of Use periodically without prior notice to you; you need to check these Terms of Use from time-to-time for updated information. Any unauthorized use by you terminates your permission to use the Site and may terminate your use of the products or services in Company’s exclusive discretion. Unauthorized use of this Site and systems including, but not limited to, unauthorized entry into or misuse of the Company's systems, misuse of passwords, or misuse of any information is strictly prohibited. Products and services described herein, as well as associated fees or charges may differ among geographic locations. Not all products and services may be offered at all locations, or in all states or in all countries. You agree that (1) you shall not engage in any activities related to the Site and/or in use Company products or services that are contrary to any applicable federal, state or local law, regulation or rule or contrary to these Terms of Use and (2) as a subscriber you shall establish commercially reasonable security procedures and controls to limit access to your password or other identifying information to individuals authorized by you.

You shall not use our Site or our system for spamming, junk mail, distribution lists or chain letters to any person who has not given specific permission to be included in such a process. You agree not to use our Site to transmit or store (1) any illegal pictures, materials or information; (2) any harassing, libelous, abusive, threatening, harmful, vulgar, obscene or otherwise objectionable material of any kind or nature; (3) any material that encourages conduct that could constitute a criminal offense, give rise to civil liability or otherwise violate any applicable local, state, national, or international law or regulation; (4) any code or material that violates the intellectual property rights of others; or (5) any "Viruses", "Trojan horses", worms, or any other similar contaminating or destructive features (collectively "Improper Actions"). You shall only use our Site for lawful purposes, in compliance with all applicable federal, state and local laws including, without limitation, copyright, trademark, terrorist, obscenity and defamation laws. Unlawful activities may include, without limitation, attempting to compromise the security of this Site, any Company systems, products or services, or any networks, or making direct threats of physical harm, or transmitting, distributing or storing any unlawful material. If you violate the restrictions of these Terms of Use, you agree to defend and indemnify Company against any claim or action that arises from your unlawful or improper use.

You are solely responsible for (1) obtaining sufficient rights to the content of all your data and files and used or transmitted on or through the Company's systems and (2) ensuring that you do not take any Improper Actions. Company does not review, inspect, edit or monitor any content, data or files stored by you or any other user of our products, including, without limitation, for Improper Actions. However, Company reserves the right to refuse, remove or disable access to any data or files used, stored or transmitted on or through Company systems that Company learns may be illegal, may be Improper Actions, may violate the rights of any third party or otherwise may be reasonably objectionable.

2. OWNERSHIP, COPYRIGHT AND TRADEMARK INFORMATION. You do not acquire any ownership rights to any content in the Site or the products or services provided herein. As a customer of Company you are only licensed to use this Site and the underlying software. The works of authorship contained in this Site and associated with our products and services, including but not limited to, information, designs, icons, and sounds on our Site are owned by and are the copyrighted material of the Company or its partners or vendors except as otherwise stated herein. The compilation, organization and display of the content as well as all software and inventions used on and in connection with this Site are the exclusive property of Company or its partners or vendors. Company reserves all rights in this Site, its content, and all its products and services not specifically granted in any agreements with Company or in these Terms of Use. Any unauthorized use of any of our proprietary rights may violate applicable copyright, trademark and other laws. This Site and the contents within the Site are the property of Company or its vendors or suppliers and are protected by worldwide copyright laws, United States of America copyright laws and international treaty provisions. Except as otherwise expressly stated herein, they may not be copied, transmitted, displayed, performed, distributed (for compensation or otherwise), licensed, altered, framed, stored for subsequent use, or otherwise used in whole or in part in any manner without Company's prior written consent, except to the extent permitted by the Copyright Act of 1976 (17 U.S.C. § 107), as amended, and then, only with notices of Company proprietary rights provided that you may download information and print out hard copy for your personal use, so long as you do not remove any copyright or other notice as may be contained in information, as downloaded.

Except as expressly provided herein, Company and its vendors and suppliers do not grant any express or implied right to visitors under any patent, copyright, trademark, or other intellectual property right. You may not use any Company logo or other proprietary graphic or trademark as part of the link without prior express written permission.

The "One Business Mart" and all of our logos are trademarks or trade names of the Company. Other featured trade names, trademarks, words or symbols or logos, used on this Site to identify the source of goods and services, are the property of the respective owners.

3. PRODUCTS AND SERVICES OFFERED ON THIS SITE. Company offers only the products and services as set forth on this Site. When you subscribe to a product or service directly from Company you accept the specific agreement applicable to that product or service and these Terms of Use. Additional general terms and conditions of your use of products and services are respectively set forth below and shall be applicable to the respective products and services for which you subscribe (“Additional Terms and Conditions”). Except as provided on the Site, in these Terms of Use and Additional Terms and Conditions, Company does make any other representations or warranties about its products or services and specifically excludes certain representations and warranties (See “Disclaimer” below). In addition, when you purchase or subscribe to products or services through our vendors or suppliers, you shall be subject to their separate but additional terms, conditions and disclaimers of such respective vendors or suppliers.

Subject to Company's acceptance of your subscription and timely payment of monies due and payable and your compliance with these Terms of Use and Additional Terms and Conditions, Company shall provide you with the subscribed for products and services. You are solely responsible for obtaining and maintaining any and all computer hardware, computer software and communications equipment, and Internet access needed to access and use this Site and the products and services hereunder.

4. LEGAL OR OTHER COMPLIANCE. Company reserves the right to disclose your information if required to do so by law or in the good faith belief that such action is reasonably necessary to (1) comply with legal, administrative or governmental process, including, but not limited to, The Patriot Act, (2) respond to any claims against it, or (3) protect the rights, property or personal safety of Company, our customers or the public. This may include, but not be limited to disclosing subscriber names and other registration and identification information. Company shall fully cooperate with law enforcement authorities in investigating suspected lawbreakers, and reserves the right to report to such authorities any suspect activity it becomes aware of. Company shall comply with its obligation to report evidence of child pornography offenses to the appropriate law enforcement authorities pursuant to the Protection of Children from Sexual Predators Act. Any such materials will be forwarded to the appropriate law enforcement authorities upon discovery and public access will be disabled. By using this Site and/or subscribing for products or services you hereby expressly consent to these disclosures and transfers of such information. Specifically, you agree to comply with all applicable laws regarding the transmission of technical data exported from the United States or the country in which you reside.

5. THIRD PARTY WEB SITES AND INFORMATION. This Site may provide hyperlinks to third party Web sites or access to third party content and these hyperlinks are provided for your convenience only. Hyperlinks on our Site or in our products or services to non-Company Web sites does not imply any Company endorsement of or responsibility for the opinions, ideas, products, information, or services offered at such Web sites, nor any representation regarding the content at such Web sites, the products or services and Company has no control over the same. If you choose to link to a Web site not controlled by Company, Company makes no representations or warranties, either express or implied, concerning the respective product or service, the content of such Web site, including, but not limited to the accuracy, completeness, reliability, or suitability thereof for any particular purpose, nor does Company represent or warrant that such Web site or content is free from any claims of copyright, trademark, or other infringement of the rights of third parties or that such Web site or content is devoid of viruses or other contamination. You agree that Company is not responsible for any product or service or the content, associated links, resources, or services associated with a third party Web site. You further agree that Company shall not be liable for any loss or damage of any sort associated with your use of third party Web sites or content. Company does not guarantee the authenticity of any unrelated documents on the Internet.

6. SITE CONTENT AND MATERIALS. Any dated information is published as of its date only, and Company does not undertake any obligation or responsibility to update or amend any such information on this Site or otherwise. By posting this Site and information, products, or services via this Site, no distribution or solicitation is made by Company to any person to use the Site or such information, products, or services in jurisdictions where the provision of the Site and such information, products, services is prohibited by law.

7. TERM AND TERMINATION.

7.1 Term of Subscription. If the product and/or service provided by the Company is a set fee or is provided on a one-time basis, a single charge shall payable. Otherwise, by subscribing to one or more products and/or services you agree to a subscription term for the period of time described on the subscription page which shall commence the date of subscription (“Initial Term”). You may early terminate your subscription of any product and/or service only as described on the respective subscription page.

7.2 Automatic Renewal. In the event you wish to renew your subscription for our products and/or services you need take no action after the Initial Term; your account shall be automatically renewed on a yearly basis. If you would like to terminate your subscription of our products and/or services after the Initial Term you will need to provide written notice to Company before the expiration of the Initial Term. If you terminate your subscription, it is your exclusive responsibility to remove and save all of your data and information before termination. After the termination of your respective product and/or service your access to your data and information shall be discontinued and your data shall be deleted by Company at any time thereafter. Upon your termination, Company is not responsible for any or all of your data deleted by Company. If your subscription is later renewed after termination, and in the event Company has not yet deleted your data in your vault, it may restore the same in its sole discretion, and upon the payment of any then current restoration fees and a renewal of the subscription by you.

7.3 Termination for Non-Payment. If your credit card Company or checking account institution refuses for any reason to pay the amount due and payable for your subscribed products and/or services or you otherwise fail to make payment you shall be considered a delinquent account ("Delinquent Account"). If you are a Delinquent Account for _____(14) or more consecutive days your subscription of products and/or services shall be immediately stopped and your data and information shall be immediately unavailable to you and may be deleted by Company at any time thereafter. Company is not responsible to you for any or all data and information deleted by Company from resulting from your Delinquent Account.

7.4 Effect of Termination. If you breach or default one or more of the other terms or provisions in these Terms of Use and/or Additional Terms and Conditions, among other things, Company may or may not provide you with notice thereof and in its exclusive discretion immediately or after a period of time terminate your subscription for one or more products or services. In such event your data and information shall be immediately unavailable to you and may be deleted by Company at any time thereafter. Company is not responsible to you for any or all data and information deleted by Company from resulting from your breach or default hereunder.

8. PAYMENT OF FEES. By purchasing and/or subscribing to Company's products or services you agree to subscription term and the respective product and service fees ("Fees"). You may elect to make payment of Fees by debiting your credit card or checking account, as exclusively determined by you. If you elect the debiting of your credit card or checking account you hereby agree the Fees shall automatically be debited from your credit card or your checking account from the information you provided without your further action or consent. Once you are a subscriber of Company you may change your method of payment or change the credit card used or the checking account used by logging on to the "User Account". Payment by fraudulent means shall result in immediate and permanent termination of the account and possible criminal penalties. You must give us accurate billing and payment information and keep this information up-to-date. YOU AGREE THAT WE MAY CHARGE YOUR PAYMENT METHOD FOR ALL AMOUNTS DUE TO US WITHOUT ADDITIONAL NOTICE OR CONSENT unless required otherwise by law. If we do not receive payment from your designated payment method, you agree to pay all amounts due upon demand by us. You are responsible for all Fees and charges incurred under your account made by you or anyone who uses your account. We may, in our discretion, post charges to your payment method individually or may aggregate your charges with other subscriptions or purchases you make from us. You agree that any submissions you make for electronic purchases constitute your intent and agreement to be bound by the terms of and pay for such purchases.

You agree to provide Company with accurate and complete billing information, including your legal name, address and telephone number, email address and to update this information within thirty (30) days of any change of such information. Company reserves the right to change the Fees or applicable charges from time-to-time but may only do so only after _____________ (___) days prior notice to you. You agree that you are over eighteen (18) years of age and can lawfully be bound by the Terms of Use. You agree not to use this Site or any of the products and services for any unlawful activity or purpose.

If you believe you have been billed incorrectly, you must contact Company by email no later than thirty (30) days after the first billing statement in which the error or problem appeared and state your dispute. Inquiries should be directed to www.___________.com. Your failure to timely file a dispute of any bill, invoice or debit shall be deemed as your acceptance of each bill, invoice or debit made by Company.

Your affirmative act of subscribing or purchasing from us or registering for any service hereunder constitutes your electronic signature that you have read and agree to this Terms of Use, any and all respective Additional Product or Services Terms and Conditions, and your consent to enter into agreements with us electronically. You agree that your electronic signature has the same effect as if you had placed your handwritten signature on a paper version of this agreement. You also agree that we may send to you in electronic form any privacy or other notices, disclosures, reports, documents, communications or other records regarding Manta.com (collectively, “Notices”). We can send you electronic Notices (1) to the e-mail address that you provided to us during registration or (2) by posting the Notice on the applicable web page of the Company. The delivery of any Notice from us is effective when sent by us, regardless of whether you read the Notice when you receive it or whether you actually receive the delivery. You can withdraw your consent to receive Notices electronically by canceling or discontinuing your use of the applicable Service.

9. POTENTIAL DISRUPTION OF SERVICE. Company has taken its best efforts to provide you with 24/7/365 access to this Site and to provide the subscribed for products and services. However, your access to our Site, your data or information, and the subscribed for products and services may from time to time be unavailable, delayed, limited or slowed due to things beyond our control such as:

- hardware failure, including failures of computers (including your own computer), servers, networks, telecommunication lines and connections, and other electronic and mechanical equipment;

- software failure, including among other things, bugs, errors, viruses, configuration problems, incompatibility of systems, utilities or applications, the operation of firewalls or screening programs, unreadable codes, or irregularities within particular documents or other content;

- overload of system capacities;

- damage caused by severe weather, earthquakes, wars, insurrection, riots, civil commotion, act of God, accident, fire, water damage, explosion, mechanical breakdown, terrorist acts or natural disasters;

- interruption (whether partial or total) of power supplies or other utility of service;

- strike or other stoppage (whether partial or total) of labor;

- governmental or regulatory restrictions, exchange rulings, court or tribunal orders or other human intervention; or

- any other cause (whether similar or dissimilar to any of the foregoing) whatsoever beyond the control of Company.

If your access to this Site or to your data or information or to the subscribed for products or services is unavailable, delayed or limited, or if this Site does not operate quickly and efficiently, you may be unable to transmit your instructions or consummate transactions and take actions related to your subscribed for products or services, or your instructions and transactions may not be promptly executed or you may be unable to act on a timely basis. If your operations are dependent on such communications with Company, and such communications are disrupted or delayed, you may suffer losses.

Neither Company nor its vendors and suppliers shall be liable to you for failure, in whole or in part, to perform their duties and obligations hereunder or in the provision or products or services subscribed for by you, when such failure is due to strikes, lockouts, other labor problems, fires, floods, earthquakes, weather conditions, other acts of God, governmental or administrative prohibitions not the result of their respective individual actions or omissions, riot, acts of public enemies, terrorism, or other causes beyond the reasonable control of Company or any vendor or supplier.

 

10. DISCLAIMER.

BECAUSE OF THE POSSIBILITY OF HUMAN AND MECHANICAL ERROR AS WELL AS OTHER FACTORS, EXCEPT AS EXPRESSLY STATED HEREIN BETWEEN YOU AND COMPANY, ALL CONTENT, SERVICES, PRODUCTS AND SOFTWARE OFFERED ON THIS SITE BY COMPANY, ITS VENDORS OR SUPPLIERS, ARE PROVIDED "AS IS" BASIS WITHOUT REPRESENTATION OR WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED. COMPANY AND ITS VENDORS AND SUPPLIERS HEREBY DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED INCLUDING, WITHOUT LIMITATION, THOSE OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT OF THIRD PARTY RIGHTS, FREEDOM OF VIRUSES OR OTHER HARMFUL CODE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM COMPANY OR ITS VENDORS AND SUPPLIERS SHALL CREATE ANY WARRANTY, TERM, CONDITION OR REPRESENTATION, UNLESS IT IS EXPRESSLY SET FORTH HEREIN. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

COMPANY AND ITS VENDORS AND SUPPLIERS SHALL NOT BE LIABLE FOR ANY DELAY, DIFFICULTY IN USE, COMPUTER VIRUSES, MALICIOUS CODE OR OTHER DEFECT IN THIS SITE, ANY INCOMPATIBILITY BETWEEN THIS SITE AND YOUR BROWSER OR OTHER SITE ACCESSING PROGRAM, OR ANY OTHER PROBLEMS EXPERIENCED BY YOU DUE TO CAUSES BEYOND COMPANY AND ITS VENDORS AND SUPPLIERS CONTROL. THERE ARE NO THIRD PARTY BENEFICIARIES TO YOU HEREUNDER.

COMPANY DOES NOT GUARANTEE THAT THE PRODUCTS OR SERVICES SUBSCRIBED FOR BY YOU SHALL MEET YOUR YOUR REQUIRMENTS OR EXPECTATIONS. YOU UNDERSTAND AND AGREE THAT ANY MATERIAL, DATA AND INFORMATION DOWNLOADED, UPLOADED OR TRANSMITTED BY YOU THROUGH THIS SITE OR OTHERWISE IN CONNECTION WITH THE PRODUCTS AND SERVICES SUBSCRIBED FOR BY YOU IS DONE AT YOUR OWN DISCRETION. TO THE EXTENT APPLICABLE JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, TERMS, CONDITIONS OR REPRESENTATIONS, SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. COMPANY IS NOT RESPONSIBLE FOR AND SHALL HAVE NO LIABILITY WITH RESPECT TO ANY PRODUCTS AND/OR SERVICES PURCHASED BY YOU FROM A THIRD PARTY. EXCEPT AS SET FORTH HEREIN THERE ARE NO INTENDED THIRD PARTY BENEFICAIRIES. YOU ACKNOWLEDGE THAT COMPANY, VENDORS AND SUPPLIERS WILL RELY UPON THE TRUTHFULNESS AND ACCURACY OF THE MATERIALS, DATA AND INFORMATION YOU PROVIDE TO PROVIDE THE PRODUCTS AND PERFORM THE SERVICES SUBSCRIBED FOR BY YOU. YOU ARE SOLELY RESPONSIBLE AND LIABLE FOR THE TRUTHFULNESS AND ACCURACY OF ALL MATERIAL, DATA AND INFORMATION YOU PROVIDE TO COMPANY OR ITS VENDORS AND SUPPLIERS IN CONNECTION WITH THE PRODUCTS AND SERVICES SUBSCRIBED FOR BY YOU.

11. LIMITATIONS OF LIABILITY. UNDER NO CIRCUMSTANCES SHALL COMPANY BE LIABLE FOR ANY LOST PROFITS, LOST OPPORTUNITY OR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES ARISING OUT, RESULTING FROM OR IN CONNECTION WITH OF ANY USE OF OR INABILITY TO USE THIS SITE OR THE SERVICES REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, IF YOU INITIATE ANY CLAIM RELATING TO SERVICES PROVIDED UNDER THIS AGREEMENT IT MUST BE IN ARBITRATION IN DENVER, COLORADO, AND TO THE EXTENT PERMITTED BY APPLICABLE LAW THE COMPANY'S TOTAL LIABILITY FOR DAMAGES SUSTAINED BY YOU AND ANY THIRD PARTY FOR ANY AND ALL USE OR RELIANCE ON A SPECIFIC PRODUCT OR SERVICE SHALL BE LIMITED, IN THE AGGREGATE, TO A MAXIMUM OF TWO THOUSAND DOLLARS ($2,000.00) UNITED STATES OF AMERICA DOLLARS. CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. YOU ACKNOWLEDGE THAT IF A CLAIM ARISES YOU MAY BE REQUIRED TO SETTLE THE CLAIM THROUGH ARBITRATION AND ARE GIVING UP YOUR RIGHTS TO LITIGATE THAT CLAIM IN A COURT OR BEFORE A JURY OR TO PARTICIPATE IN A CLASS ACTION OR REPRESENTATIVE ACTION WITH RESPECT TO SUCH A CLAIM. OTHER RIGHTS THAT YOU WOULD HAVE IF YOU WENT TO COURT, SUCH AS ACCESS TO DISCOVERY, MAY ALSO BE UNAVAILABLE OR MAY BE LIMITED IN ARBITRATION.

12. STATUTE OF LIMITATIONS. 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 this Site or the products and/or services must be filed within one (1) year after such claim or cause of action arose or be forever barred.

13. INDEMNITY. You agree to immediately defend, indemnify, and hold harmless Company, its officers, directors, employees, attorneys, and agents ("Indemnitees") against all claims, expenses, liabilities, losses, costs, and damages, including all reasonable professional fees, that the Indemnitees may incur (i) in connection with your use of this Site, the products or services, or any hyperlinked Web site or (ii) resulting from material, data and/or information you provide or actions taken by you.

14. APPLICABLE LAWS. All matters relating to your access to and use of this Site and the products and services shall be governed by United States of America federal law or the laws of the State of Colorado without regard to its conflict of law principles. Any legal action or proceeding relating to your access to or use of this Site or the provision of products and services hereunder shall be instituted in a state or federal court in the State of Colorado. If there is a determination that any provision of these Terms of Use and Additional Terms and Conditions are invalid or unenforceable, that determination shall not affect the balance of the Terms of Use and Additional Terms and Conditions and the same shall be deemed amended to the minimum extent necessary to make them valid and enforceable. You acknowledge and agree that the Company software product, and any accompanying documentation and/or technical information, is subject to applicable export control laws and regulations of the USA. You agree not to export or re-export the same, directly or indirectly, to any countries that are subject to USA export restrictions.

15. MEMBER ACCOUNT, PASSWORD AND SECURITY

You will receive a password and member account designation upon completing the registration process and when purchasing one or more Services hereunder. You must provide complete and accurate registration information, including accurate and up-to-date billing information. You agree to keep this information up-to-date. You represent and warrant that (a) you have the full power, authority, and legal capacity to enter into the Agreement and follow its obligations and (b) if you are registering on behalf of a company or other entity, you have the authority to bind your company. You are exclusively responsible for maintaining the confidentiality of the password and account and are fully responsible for all activities that occur under your password or account. You agree to (a) immediately notify Company of any unauthorized use of your password or account or any other breach of security, and (b) ensure that you exit from your account at the end of each session. The Company cannot and will not be liable for any loss or damage arising from your failure to comply with this requirement.

16. SECTION TITLES. The section titles herein are for convenient use of reference only.

17. CONTACT INFORMATION. If you have any questions regarding these Terms of Use or want to report a violation, please contact us at This e-mail address is being protected from spambots. You need JavaScript enabled to view it .

ADDITIONAL PRODUCT AND SERVICES TERMS AND CONDITIONS

PLEASE CAREFULLY READ THESE ADDITIONAL TERMS AND CONDITIONS FOR THE RESPECTIVE PRODUCTS AND SERVICES. AS A SUBSCRIBER OF ANY PRODUCTS OR SERVICES OF THE COMPANY, ITS VENDORS OR SUPPLIERS, YOU AGREE TO BE BOUND BY THE RESPECTIVE TERMS AND CONDITIONS BELOW AS WELL AS THE TERMS OF USE AND THOSE OF OUR VENDORS OR SUPPLIERS. IF YOU DO NOT AGREE WITH ALL THESE TERMS AND CONDITIONS, PLEASE DO NOT ACCESS THIS WEB SITE OR SUBSCRIBE FOR THE PRODUCTS AND SERVICES OFFERED. EACH RESPECTIVE PRODUCT OR SERVICE HAS ITS OWN APPLICABLE TERMS, CONDITIONS AND PROVISIONS.

WHICH OF THE ADDITIONAL PRODUCT AND SERVICES TERMS AND CONDITIONS APPLY TO YOU?
The applicable Terms of Service depends on the product or service for which you purchased or subscribed. If you purchased or subscribed for more than one product or service then you shall be subject to multiple Terms of Service. Further, if you upgraded or downgraded your service after your initial purchase or subscription, you accepted the most recent Terms of Service at that time and therefore the date of that upgrade or downgrade is the applicable date. If you canceled your service and then later re-subscribed for it, then the re-subscription date is the applicable date.

ONE BUSINESS ANALYSIS

1. ACCEPTANCE OF TERMS
Welcome to the Company One Business Analysis (the "Service"). Your use of the Service is subject to these Terms of Service ("Terms of Service”), the Terms of Use, and all other documents incorporated by reference. Company reserves the right to update and change these Terms of Service and incorporated documents from time to time without notice or acceptance by you. These Terms of Service survive any termination of the Services.

2. DESCRIPTION OF SERVICE
The Company offers the Service you on a one-time no cost basis. There is no obligation for you to purchase or subscribe to any service offered by the Company. You shall be required to register for a One Business Mart Account which will require your submission of pertinent information relevant to your business including, without limitation, your name, address, telephone number, email address and general in formation in response to inquires of the Company. By completing and submitting your information you grant the Company permission to (i) use this information in providing the Service and (ii) contacting you with a response to the analysis. The Service provides only generalized information and the results of the analysis and the response by the Company are consideration only and are not intended to be recommendations nor an all inclusive list of actions or activities that you should pursue or that may be available to you. The Company makes no representation or warranty as to the accuracy of the Service or its application to a specific situation. You have the responsibility and obligation to make any and all investigations and due diligence before taking any action in response to the Service. The Company is not providing you with any legal, financial, accounting or other professional advice. You should consult your attorney, accountant or other professional in such regard.

Unless explicitly stated otherwise, any new features that augment or enhance the current Service shall be subject to these Terms of Service. 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 service fees associated with such access or have telephonic communication availability. In addition, you must provide all equipment necessary to make such connection to the World Wide Web, including a computer and modem or other access device.

ONE BUSINESS STARTUP

1. ACCEPTANCE OF TERMS
Welcome to the Company Business Startup service (the "Service"). Your use of the Service is subject to these Terms of Service ("Terms of Service”), the Terms of Use, and all other documents incorporated by reference. Company reserves the right to update and change these Terms of Service and incorporated documents from time to time without notice or acceptance by you. These Terms of Service survive any termination of the Services.

2. DESCRIPTION OF SERVICE
The Company offers the Service to you which the Company believes addresses aspects generally needed by new businesses. The aspects of the Service may or may not be the most beneficial to you and may or may not include all the services or address all the aspects needed or required by your business. The Company makes no guarantee of success of your business using this Service. You shall be required to register for a One Business Mart Account which will require your submission of pertinent information relevant to your business including, without limitation, your name, address, telephone number, email address and general in formation in response to inquires of the Company. By completing and submitting your information you grant the Company permission to use this information in providing the Service. The Company makes no representation or warranty as to the accuracy of the Service or its application to a specific situation. You have the responsibility and obligation to make any and all investigations and due diligence before taking any action in response to the Service. The Company is not providing you with any legal, financial, accounting or other professional advice. You should consult your attorney, accountant or other professional in such regard. The Service does not include, and the Company shall not obtain on your behalf any and all federal, state or local certifications or licenses and does not pay any taxes on your behalf. You have the exclusive responsibility for obtaining requisite certifications and licenses and paying all taxes.

Unless explicitly stated otherwise, any new features that augment or enhance the current Service shall be subject to these Terms of Service. 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 service fees associated with such access or have telephonic communication availability. In addition, you must provide all equipment necessary to make such connection to the World Wide Web, including a computer and modem or other access device.

WEB & GRAPHIC DESIGN

1. ACCEPTANCE OF TERMS
Welcome to the Company web and graphic design service (the "Service"). Your use of the Service in conjunction is subject to these Terms of Service ("Terms of Service”), the Terms of Use, and all other documents incorporated by reference. Company reserves the right to update and change these Terms of Service and incorporated documents from time to time without notice or acceptance by you. These Terms of Service survive any termination of the Services.

2. DESCRIPTION OF SERVICE
Unless explicitly stated otherwise, any new features that augment or enhance the current Service shall be subject to these Terms of Service. 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 service fees associated with such access. In addition, you must provide all equipment necessary to make such connection to the World Wide Web, including a computer and modem or other access device.

3. SEPERATE SERVICES AGREEMENT

To obtain any of these Services you will be required to sign and deliver to the Company a separate Services agreement (“Services Agreement”) which describes the Services you purchased or for which you subscribed, respective cost and more terms and conditions. Those terms and conditions in the Services Agreement are in addition to the Terms of Use and these Terms of Service.

4. ESTIMATES / CHANGES TO SERVICES

We may provide you with an estimate of the fees and expenses in the Services Agreement and these are estimates only. Taxes that result from any Service are in addition to the fees and expenses. Final fees and expenses shall be shown when invoice is rendered. After a Services Agreement has been signed you may request additional work or Service or changes to the Service, however, the Services Agreement shall be amended to include such new or changed Service and the additional fees and costs for such Service.

5. PROGRESS REPORTS / PERMISSIONS OR LICENSES REQUIRED

We shall contact with you on a schedule as set forth in the Services Agreement to report all tasks completed, problems encountered, and recommended changes relating to the development and testing of the Service. In the event we discovery of any event or problem that may significantly delay the development of the work or the performance of the Service we shall contact by telephone or email. We shall provide you with advance notice of any licensing and/or permissions required for art generating/driving programs to be used in the performance of Service or purchased for your use.

6. TESTING AND ACCEPTANCE PROCEDURES

The Company shall make reasonable good faith efforts to test all Service and make all necessary corrections as a result of such testing prior to delivery to you. Once the work is completed and tendered to you by the Company you must review the work and the Service and provide written notice to the Company setting forth in reasonable detail any and all perceived issues, problems or errors within ten (10) days of the tender to you (“Notice”) or the work and the Service shall be deemed accepted by you. Upon receipt of your Notice the Company shall review the work and Service and shall correct such issues, problems or errors that relate to the failure of the work and Service to conform with specifications as determined by the Company (“Correction”). Thereafter, the Company shall contact you with any the results of its review and actions taken

7. WEB SITE MAINTENANCE

If the Service of the Company to you includes development of a web site then the Company shall provide you with reasonable technical support and assistance to maintain and update the web site on the Internet for a period of __________ (___) days following tender of the web site to you (“Warranty Period”) not to exceed ____(__) hours per calendar month. After the expiration of the Warranty Period, you may subscribe for our web site technical support and assistance at the then current fees. Such maintenance shall include correcting any errors or any failure of the Web site to conform to the specifications.

8. SOURCE INFORMATION / COPYRIGHTS / ENGINES

Upon the earlier to occur of (i) tender of the work and Services (after any Notice and Correction, if any) together with payment in full by you or (ii) the cancellation of the work and Service together with any payment as required by you, the Company shall provide you with originals of the source materials, original artwork and copyright ownership thereof which was developed, provided by, obtained by or provided by the Company in performance of the work and Service. In the event you terminate the Service prior to completion by the Company, you shall be obligated to pay a prorate portion of the fees, costs and taxes for the work provided to the date of termination, the then current termination fee, and ownership of all copyrights and any original artwork shall be retained by the Company.

WARRANTY OF ORIGINALITY

The Company performs the work and Service as original and (i) has not been previously published or that any prior consent to use the same has been obtained on a unlimited bases (or if limited we shall advise you of any limitations); (ii) that all work and Service obtained by the Company through third parties is original or, if previously published, that consent to use the same has been obtained on an unlimited basis (or if limited we shall advise you of any limitations); and (iii) that the work and Service does not contain any scandalous, libelous, or unlawful matter. You shall not use the work or Services in any manner that shall infringe on the rights of others and you shall indemnify the Company and its vendors from and against any and all such infringement or claims of others.

GRAPIC DESIGN PRINTING

1. ACCEPTANCE OF TERMS
Welcome to the Company graphic printing service (the "Service"). Your use of the Service is subject to these Terms of Service ("Terms of Service”), the Terms of Use, and all other documents incorporated by reference. Company reserves the right to update and change these Terms of Service and incorporated documents from time to time without notice or acceptance by you. These Terms of Service survive any termination of the Services.

2. GENERAL LIMITATIONS AND DISCLAIMERS

- we cannot, and do not, check any of your submissions for spelling, grammar, or any other errors. Your material will be printed as it appears upon your approval. It is your sole responsibility to ensure that all materials submitted for printing are formatted correctly. Any printing errors attributable to you are not subject to free reprint.

- we do not censor or refuse any material nor do we review your material regarding in compliance with the laws of any jurisdiction. We accept no liability for your materials that are subject to copyright or trademark protections for third parties or that are otherwise in violation of any federal, state or local law.

- we make no representation nor guarantee about the time to print or ship your materials. In the event your order is lost or misplaced while in transit or otherwise not timely received, you must provide us with a notification via e-mail to This e-mail address is being protected from spambots. You need JavaScript enabled to view it and include your invoice number. We will act to resolve the matter as quickly as possible after notice. You assume any and all risk of possible delivery delays.
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- We are not responsible for your inability to print on the product after purchase. No refund or reprint shall be made for this problem. Some of the materials we or you may utilize are often coated and can be difficult if not impossible to print on such materials. UV coated materials cannot be printed on, while matte covered materials may require commercial printers. You are responsible for testing and verifying that your printer will print on such materials before placing your order.

- our color fidelity is consistent with industry standards for "pleasing color." We make no guarantee of "match-print" or "match-product" color fidelity. We cannot prevent slight color drift throughout materials nor can we calibrate the your computer monitor and therefore we do not represent or warrant that the color printed will match the sample preview as it appears on your monitor.

- we ship our products and materials from various locations within the United States of America. Be advised that your products and/or materials may be shipped from any of these locations.

WEB SITE HOSTING

1. ACCEPTANCE OF TERMS
Welcome to the Company web site hosting service (the "Service"). Your use of the Service in conjunction with a Company Web Hosting Starter, ___________, or _______ package is subject to these Terms of Service ("Terms of Service”), the Terms of Use, and all other documents incorporated by reference. Company reserves the right to update and change these Terms of Service and incorporated documents from time to time without notice or acceptance by you. These Terms of Service survive any termination of the Services.

2. DESCRIPTION OF SERVICE
The Company offers on-line services, including the ability to register or transfer its own domain and to host a complete web site hosting service. Unless explicitly stated otherwise, any new features that augment or enhance the current Service shall be subject to these Terms of Service. 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 service fees associated with such access. In addition, you must provide all equipment necessary to make such connection to the World Wide Web, including a computer and modem or other access device. 3. DOMAIN REGISTRATION


3.1 IF YOU REGISTER A NEW DOMAIN NAME OBTAINED THROUGH THE SERVICE, THESE TERMS APPLY:

(a) Company has chosen “1 & 1 Internet Inc.” or "godaddy Inc.", an accredited registrar for .com, .net, .org, .biz, .info and .us domain names, to provide domain name registration services. You hereby authorize Company to acquire your selected domain name from “1 & 1 Internet Inc.” or "godaddy Inc.". In order to receive a domain name, you must agree to the terms and conditions located at each registers web site, that you are creating a separate contractual relationship between you and http://www.onebusinessmart.com, and that you, and not Company, are responsible for all fees, liability, and obligations in connection with that relationship. Until the Service is cancelled or otherwise terminated, Company will pay on your behalf the domain registration/renewal fees as part of the Service. You agree that your obligations to indemnify under "Indemnity" in these Terms (Section 13) includes any claim or demand associated with your domain name, any domain name pre-registration services provided through the Service, or the “1 & 1 Internet Inc.” or "godaddy Inc.", 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 register and will be bound by these Terms of Use and Terms of Service in addition to you. You hereby authorize Company to list itself as the billing contact, technical contact and name server in connection with your domain name and to take any actions Company deems appropriate in those capacities. However, upon termination of the Service, Company may immediately cease acting in those capacities and reserves the right to transfer your account to _____ for collection of past-due amounts. In the event of such transfer, you authorize ____ to serve as the billing contact, technical contact and name server in connection with your domain name, and to take any actions the ________ deems appropriate in those capacities. Upon termination of the Service, Company will not be responsible for forwarding any notices, emails or other correspondence to you or to taking any other actions in connection with your domain name. You will be solely responsible for all ongoing fees, as well as removing Company as the billing, technical contact and name servers in connection with your domain name, unless Company notifies you otherwise.

3.2. IF YOU UTILIZE A PRE-EXISTING DOMAIN NAME, THESE TERMS APPLY:
If you choose to use a domain name under the Service that you have already registered with another provider, you must request that the original registrar change the name servers for the domain name as designated by Company, on your behalf.
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PLEASE NOTE: IF YOU CHOOSE TO USE A DOMAIN NAME UNDER THE SERVICE THAT YOU HAVE ALREADY REGISTERED WITH ANOTHER PROVIDER, THE FEES PAYABLE TO COMPANY FOR THE SERVICE DO NOT INCLUDE REGISTRATION FEES OWED BY YOU TO YOUR PRIOR PROVIDER, AND YOU WILL CONTINUE TO BE RESPONSIBLE FOR ALL ONGOING FEES FOR THAT DOMAIN NAME WITH YOUR CURRENT PROVIDER, INCLUDING RENEWAL FEES. ADDITIONALLY, IF YOU CHOOSE TO USE A DOMAIN NAME PREVIOUSLY REGISTERED THROUGH VERISIGN/NE ANOTHER PROVIDER, YOU HEREBY AUTHORIZE COMPANY TO SUBMIT A REQUEST TO ANOTHER PROVIDER TO CHANGE THE NAME SERVERS AND/OR TECHNICAL CONTACT TO COMPANY ON YOUR BEHALF. SUCH REQUEST BY COMPANY WILL NOT BE FINALIZED UNTIL YOU PROVIDE AUTHORIZATION TO ANOTHER PROVIDER.

4. REGISTRATION INFORMATION OBLIGATIONS
In consideration of use of the Service, you agree to: (a) provide true, accurate, current and complete information about yourself as prompted by the Service's registration form (such information to be considered part of the "Registration Data" as defined in section 5 below) and (b) maintain and promptly update the Registration Data to keep it true, accurate, current and complete. If you provide any information that is untrue, inaccurate, not current or incomplete, or Company has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, Company has the right to suspend or terminate your account and refuse any and all current or future use of the Service (or any portion thereof). You also understand and agree that the Service may include certain communications from Company, such as service announcements, administrative messages and the Company Newsletter, and that these communications are considered part of Company membership and you will not be able to opt out of receiving them.

5. COMPANY ID AND COMPANY WALLET REQUIREMENT
credit card requirements ?

5. ACCESS AND USE REQUIREMENTS.

5.1 NEEDED EQUIPMENT.

You are responsible for and must provide all telephone, computer hardware and software equipment and services necessary to access Company and its Services. Company makes no representations, warranties or assurances that your equipment or services will be compatible with the Company Service.

5.2 REQUISTE MATERIAL.

You will provide Company with requisite material and data in a condition that is "server-ready", which is in a form requiring no additional manipulation by Company. Company shall make no effort to validate this information for content, correctness or usability. In the event that your material is not "Server-ready", Company may, at its exclusive discretion at any time, reject your material, including but not limited to, after it has been put on Company’s server. Company agrees to notify you of its refusal of the material and afford you the opportunity to amend or modify your material to satisfy the needs and/or requirements of Company. If you fail to modify the material as required within thirty (30) days of the commencement date of the Services Company may in exclusive discretion terminate the Services.

5.3 TECHNICAL KNOWLEDGE REQUIREMENTS.

Use of Company's Service requires a minimal level of knowledge in the use of Internet languages, protocols, and software. This level of knowledge varies depending on the anticipated use and desired content of your web site. The following examples are offered: Web Publishing: requires a knowledge of HTML, properly locating and linking documents, FTPing Webspace contents, Graphics, text, Sound, imagemapping, etc.CGI-Scripts: requires a knowledge of the UNIX environment, TAR & GUNZIP commands, Perl, CShell scripts, permissions, etc. Autoresponders: a knowledge of mReply autoresponder, forwarding mail, use of mail by you to receive mail, etc. You agree that you have such knowledge upon subscription for the Services and it is not the responsibility of Company to provide you such knowledge.

5.4 CONNECTIVITY.

Connection speed represents the speed of a connection to and do not represent guarantees of available end to end bandwidth. Small Business Mart expressly limits its damages to the Customer for any non-accessibility time or other down time to the pro-rata monthly charge during the system unavailability. Small Business Mart specifically denies any responsibilities for any damages arising as a consequence of such unavailability.

6. LENGTH OF SERVICE TERM AND PAYMENT

6.1 LENGTH OF SERVICE TERM

The original term of the Services shall be (12) months. Unless terminated by Company or you, the Services shall thereafter continue on a monthly basis.

6.1 MONTHLY BILLING
The credit card that you provide as part of your Registration Data for Company will be automatically and immediately billed for the set-up fee and the first months Service. All currency references are in U.S. dollars. Please note, unless Company gives notice to the contrary, payment for the Service is billed on a monthly in advance basis and is non-refundable. Company shall not be liable for any taxes or other fees to be paid in accordance with or related to sales made by you using 's Company’s server. You agree to take full responsibility for and pay any and all taxes and fees of any nature associated with use of your web site.

6.2 SET-UP FEE
When you register for the Service you will be charged a one-time non-refundable set up fee.

6.3 DATA TRANSFER FEE
If you choose the automatic billing option for extra data transfer for the Service and you go over your package allotment, you will be billed automatically for each extra transfer rate increment and that charge is non-refundable. You will not be refunded for the extra data transfer in that increment that you did not use. If you do not choose automatic billing at registration, and you use up all your data transfer capability in any given month, you can go back to your options settings and opt in to automatic billing. You may opt out of automatic billing for extra data transfer at any time.

6.4 UPGRADES AND DOWNGRADES
You will have the ability to upgrade or downgrade the Service at any time during the monthly term. Such upgrade or downgrade will take effect immediately. For any upgrade in package level, the credit card that you provided as part of your Registration Data for Company will automatically be refunded a pro-rata amount for the lower level of Service and charged a pro-rata amount for the higher level Service. The refund and charge will both be based on the number of days remaining in the monthly term. The anniversary date of service will not change. For any downgrade, your credit card will be refunded a pro-rata amount for the days remaining in the monthly term. Fees may not be credited towards other Services. All currency references are in U.S. dollars.

6.5 CANCELLATION AND TERMINATION
If you cancel the Service before the end of the monthly term, your cancellation will take effect immediately, but you will have access to the Service for the remainder of the month in which you cancel. Your domain name will remain registered for its current term, but will cease working with your email and pointing to your website. After cancellation and when monthly term ends, you will no longer have access to your website and all information contained therein may be deleted by Company without notice to you. Company accepts no liability for such deleted information or content.

If your credit card is invalid for any reason, the Service may be cancelled and all the information contained within deleted permanently without notice to you. Company accepts no liability for information that is deleted due to an invalid credit card.

In addition, Company may immediately terminate the Service for any breach or default by you of the Terms of Use and Terms of Service. Such termination of the Service may result in the deactivation or deletion of your Company Web Hosting Site, and the forfeiture and relinquishment of all files contained in your account.

7. OWNERSHIP OF WEBSITE ACCOUNT AND SECURITY
You are responsible for maintaining the security of your account and web site, and you are fully responsible for all activities that occur under the account and any other actions taken in connection with the registered domain name, including those of users to whom you give e-mail accounts on your domain ("Domain E-mail Users"). You agree to immediately notify Company of any unauthorized uses of the account or any other breaches of security. Company 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 Company be liable, in any way, for any acts or omissions, of you or any Domain E-Mail User, to whom you give an e-mail account on your domain, including any damages of any kind incurred as a result of such acts or omissions.

8. DOMAIN E-MAIL USERS
Please note that all Domain E-Mail Users must have Company ID's and are subject to the Company Terms of Service. Company expressly assumes no liability for any losses incurred due to Domain E-Mail User activities.

9. CONTENT AND CONDUCT RULES AND OBLIGATIONS
You understand that all information, data, text, software, music, sound, photographs, graphics, video, messages, goods, products, services or other materials ("Content"), whether publicly posted or privately transmitted, are the exclusive responsibility of the person from which such Content originated. This means that you, and not Company, are entirely responsible for all Content that you upload, post, transmit or otherwise make available via the Service. You represent and warrant you have full title and right to use any and all content used on your web content.

You agree that you will not:

(a) upload, post, transmit or otherwise make available any Content that is unlawful, harmful, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, libelous, invasive of another's privacy, hateful, adult-oriented, or racially, ethnically or otherwise objectionable;

(b) harm minors in any way;

(c) impersonate any person or entity, including, but not limited to, a Company 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 or otherwise transmit any Content that you do not have a right to transmit 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 or otherwise transmit any Content that infringes any patent, trademark, trade secret, copyright, rights of privacy or publicity, or other proprietary rights of any party;

(g) upload, post, or transmit unsolicited commercial email or "spam". This includes unethical marketing, advertising, or any other practice that is in any way connected with "spam", such as (a) sending mass email to recipients who haven't requested email from you or with a fake return address, (b) promoting a site with inappropriate links, titles, descriptions, or (c) promoting your site by posting multiple submissions in public forums that are identical.

(h) upload, post or otherwise transmit 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 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;

(k) "stalk" or otherwise harass another;

(l) 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 "Crush" sites.

(m) offer for sale or sell any item, good or service that (a) violates any applicable federal, state, or local law or regulation, (b) you do not have full power and authority under all relevant laws and regulations to offer and sell, including all necessary licenses and authorizations, or (c) Company determines, in its sole discretion, is inappropriate for sale through the Service provided by Company.

10. ADDITIONAL SOFTWARE
With respect to any additional software that may be made available by Company 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.

11. SPECIAL ADMONITIONS FOR INTERNATIONAL USE
Recognizing the global nature of the Internet, you agree to comply with all local rules regarding online conduct and acceptable Content. Specifically, you agree to comply with all applicable laws regarding the transmission of technical data exported from the United States or the country in which you reside.

12. CONTENT SUBMITTED TO COMPANY WEB HOSTING
Company makes no claim of ownership of the Content you place on your COMPANY Web Hosting Site. By submitting Content to Company for inclusion on your Company Web Hosting Site, you grant Company the world-wide, royalty-free, and non-exclusive license to reproduce, modify, adapt and publish the Content solely for the purpose of displaying, distributing and promoting your Company Web Hosting Site on Company's Internet properties. This license exists only for as long as you continue to be a Company Web Hosting customer and shall be terminated at the time your Company Web Hosting Site is terminated.

You acknowledge that Company does not pre-screen Content, but that Company and its designees shall have the right (but not the obligation) in their exclusive discretion to refuse or remove any Content that is available via the Service. Without limiting the foregoing, COMPANY and its designees shall have the right to remove any Content that violates the Terms of Use and/or the Terms of Service or is otherwise objectionable. 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.

13. INDEMNITY
You agree to indemnify and hold Company, and its subsidiaries, affiliates, officers, agents, co-branders or other partners, and employees, harmless from any claim or demand, including reasonable attorneys' and professional fees, made by any third party due to or arising out of your Content, your use of the Service, your connection to the Service, your violation of the Terms of Use and/or Terms of Service, or your violation of any rights of another.

14. 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 permission by Company.

15. GENERAL PRACTICES REGARDING USE AND STORAGE
You acknowledge that the Company may, from time-to-time, establish general practices and limits concerning use of the Service.

16. MODIFICATIONS TO SERVICE
Company 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 Company shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Service.

17. RESERVATION OF RIGHTS
You agree that Company may in its exclusive discretion, and hereby expressly reserves the right to suspend or terminate your password, Company Web Hosting Site, use of the Service or use of any other Company service, and remove and discard any Content within the Service, for any reason, including, without limitation, if Company believes that you have violated or acted inconsistently with the letter or spirit of the Terms of Use and/or the Terms of Service with or without notice. Further, you agree that Company shall not be liable to you or any third-party for any termination of your access to the Service.

18. COMPANY PROPRIETARY RIGHTS
You acknowledge and agree that the Service and any necessary software used in connection with the Service ("Software") contains proprietary and confidential information that is protected by applicable intellectual property and other laws. You further acknowledge and agree that Content 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 Company or advertisers, you agree not to modify, rent, lease, loan, sell, distribute or create derivative works based on the Service or the Software, in whole or in part.

Company grants you a personal, non-transferable and non-exclusive right and license to use the object code of its Software on a single computer; 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 by Company for use in accessing the Service.

19. DISCLAIMER OF WARRANTIES
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YOU EXPRESSLY UNDERSTAND AND AGREE THAT:
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(a) YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK. THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. COMPANY 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 NON-INFRINGEMENT.
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(b) COMPANY WILL MAKE REASONABLE EFFORTS TO MAINTAIN THE SERVICE, HOWEVER, COMPANY IS NOT RESPONSIBLE FOR ANY DAMAGE, LOSS OF DATA, CUSTOMER INFORMATION OR VENDOR DATA, REVENUE, OR OTHER HARM TO BUSINESS ARISING OUT OF DELAYS, MISDELIVERY OR NONDELIVERY OF INFORMATION, RESTRICTION OR LOSS OF ACCESS, BUGS OR OTHER ERRORS, UNAUTHORIZED USE DUE TO YOUR SHARING OF ACCESS TO THE SERVICE, OR OTHER INTERACTION WITH THE SERVICE. YOU ARE RESPONSIBLE FOR MAINTAINING AND BACKING-UP YOUR DATA AND INFORMATION THAT MAY RESIDE ON THE SERVICE. COMPANY DOES NOT WARRANT THAT (i) THE SERVICE WILL MEET YOUR SPECIFIC REQUIREMENTS, (ii) THE SERVICE 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.
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(c) ANY MATERIAL 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 DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL.
(d) NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED THROUGH OR FROM THE SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TERMS OF SERVICE.

20. LIMITATION OF LIABILITY
YOU EXPRESSLY UNDERSTAND AND AGREE THAT COMPANY SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF COMPANY! HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (i) THE USE OR THE INABILITY TO USE THE SERVICE; (ii) 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; (iii) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (iv) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICE; OR (v) ANY OTHER MATTER RELATING TO THE SERVICE.

21. EXCLUSIONS AND LIMITATIONS
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS OF SECTIONS 20 MAY NOT APPLY TO YOU.

22. NOTICE
Notices to you may be made via either email or regular mail. The Service may also provide notices of changes to the Terms of Use and/or Terms of Service or other matters by displaying notices or links to notices to you generally on the Service.

24. COPYRIGHT
Company respects the intellectual property rights of others and we ask our users to do the same.

ACCOUNTING AND BOOKKEEPING

1. ACCEPTANCE OF TERMS
Welcome to the Company accounting, bookkeeping, tax preparation, and payroll and software service (the "Service"). Your use of the Service is subject to these Terms of Service ("Terms of Service”), the Terms of Use, and all other documents incorporated by reference. Company reserves the right to update and change these Terms of Service and incorporated documents from time to time without notice or acceptance by you. These Terms of Service survive any termination of the Services.

2. DESCRIPTION OF SERVICE
Unless explicitly stated otherwise, any new features that augment or enhance the current Service shall be subject to these Terms of Service. In order to use one or more functions of the Service, you must obtain access to the World Wide Web, either directly or through devices that access web-based content, and pay any service fees associated with such access. In addition, you must provide all equipment necessary to make such connection to the World Wide Web, including a computer and modem or other access device.

3. SEPERATE SERVICES AGREEMENT

To obtain any of these Services you will be required to sign and deliver to the Company a separate Services agreement (“Services Agreement”) which describes the Services you purchased or for which you subscribed, respective cost and more terms and conditions. Those terms and conditions in the Services Agreement are in addition to the Terms of Use and these Terms of Service.

1. LIMIT

1. LIMITATIONS ON SERVICES

(A) Scope Limitations. We shall provide only those Services expressly stated requested by you; you understand and agree that there are no implied services to be provided hereunder. As an illustration of this limitation, you may request that we provide compiled financial statements. From the information you provide to us we will compile the annual balance sheets and related statements of income, retained earnings, and cash flows for the fiscal time periods requested. We will not audit or review such financial statements requisite for an opinion and we will not express an opinion or any other form of assurance on the financial statements and disclaim any opinion on the statements. Moreover, since an audit engagement cannot be relied upon to disclose errors, irregularities, or illegal acts, there is little likelihood of their discovery when, as in this case, no audit will be nor has been undertaken.

(B) Your Obligations. (i) Accuracy of Information. You are exclusively responsible for the accuracy of your information, the respective background documentation for the information you submit to the Company and you understand and agree that we shall rely upon the information you provide. We may ask for and you shall submit to us any additional information requested for us to properly perform the Services for you. The Company is not charged with nor cannot be relied upon to disclose any errors, irregularities, or illegal acts, including, but not limited to fraud, existing in your information. We may in our exclusive discretion, but are not obligated to do so, inform you of any such matters that come to our attention. You are responsible for reviewing the Services performed and timely contacting us regarding any questions, concerns or possible errors.

(ii) Legal Compliance. The law provides various penalties that may be imposed when taxpayers understate their tax liability. You should carefully review all of the Services prepared by the Company upon receipt, and before you sign and file any respective documentation. You understand and agree that you have the final responsibility for the accuracy of the information and documentation before you accept them and sign and file the same. You shall at all times comply with any and all applicable federal, state and local laws, rules, and regulations.

(iii) Security Measures. You agree that you shall, with respect to your systems, maintain security measures and such other safeguards which are consistent with current commercial practices in the industry to protect your information, including, without limitation, when accessing our Software or communicating your information to us.

2. PROPRIETARY RIGHTS

(A) Ownership. You acknowledge and agree that the Software is the valuable, confidential property of the Company, and/or its third party licensors, which own all right, title, and interest in and to such items, including without limitation all current and future enhancements, modifications, technology, new releases, and updates thereof and derivative works, improvements, and revisions based thereon, and all intellectual property rights therein. Your use of the Software is limited to the purposes set forth in the Agreement and only for the Term of the Agreement. Your use of the Software for any other purpose or beyond the Term of this Agreement is expressly prohibited. Furthermore, reverse engineering, copying, or modifying all or any part of the Software is expressly prohibited. In addition to all other remedies available to the Company, in the event that you reverse engineer, copy, or modify any part of the Software in violation of this Section 3(A), you hereby assign any intellectual property created as a result of such reverse engineering, copying, or modification to the Company. Except as expressly provided for herein, no license, express or implied, is granted by the Company to you under any proprietary rights owned or controlled by the Company.

(B) Non-Disclosure. (i) Confidential Information. “Confidential Information” means information belonging to or in the possession or control of a Party to the Agreement, other than the information which is specifically excluded as described in Section 4(ii) below, which is of a confidential, proprietary, or trade secret nature that is furnished or disclosed to the other Party under the Agreement regardless of whether such information is specifically designated as confidential and regardless of whether such information is in oral, written, electronic, or other form.

(ii) Exclusions to Confidential Information. Confidential Information shall be deemed, for the purpose of this Section 2, to exclude any particular information that, as evidenced by written documentation: (i) is already known to the receiving Party without restrictions at the time of its disclosure by the disclosing Party; (ii) after its disclosure by the disclosing Party, is made known to the receiving Party without restrictions by a third party having the right to do so; (iii) is or becomes publicly known without violation of the Agreement; (iv) is independently developed by the receiving Party without reference to the disclosing Party’s Confidential Information and in the case of Customer as the receiving Party, without reference to any portion of the Software, even if such portion is not considered Confidential Information.

(iii) Standard of Care. Confidential Information will remain the property of the disclosing Party, and the receiving Party will not be deemed by virtue of the Agreement or any access to the disclosing Party’s Confidential Information to have acquired any right or interest in or to any such Confidential Information. The receiving Party agrees: (a) to afford the disclosing Party’s Confidential Information at least the same level of protection against unauthorized disclosure or use as the receiving Party normally uses to protect its own information of a similar character, but not less than a reasonable level of protection; and (b) to notify the disclosing Party promptly of any unauthorized use or disclosure of the disclosing Party’s Confidential Information and cooperate with and assist the disclosing Party to stop or minimize such unauthorized use or disclosure.

(C) Non-Exclusivity. Customer acknowledges and hereby expressly agrees that the Company does and shall continue to provide services and license the Software to third parties and that the Agreement in no way restricts the Company from providing any services to third parties. The Company retains the ability to contact, negotiate terms with, and enter into contracts with any other third party, including any competitor of Customer, at any time, without notice to Customer, and without incurring liability therefor.

3. LIMITATIONS AND DISCLAIMERS

(A) Quality and Performance of Software. The entire risk as to the quality and performance of the Software, if any, is with the Customer. The Company does not represent, warrant or covenant that: (i) the functions contained in the Software will meet the requirements of Customer or operate in combinations which may be selected for use by Customer, (ii) operation of the Software, or the provision of Services will be uninterrupted or error free; (iii) Software defects will be corrected; (iv) the equipment used with the Software or Services will operate or function correctly; or (v) that the Software conforms to any performance specifications.

(B) Services. You hereby acknowledge and agree that the Company may engage third party vendors and service providers to perform all or part of the Services under the Agreement. In such event all or part of such Services may be performed on an outsourcing basis with a third parties located either within or without the United States of America. Use of THE SERVICES OF THE COMPANY does not relieve THE Customer of responsibility to its clients or any third party, for the preparation, content, accuracy, and review of any United States tax filing documents or any other professional obligations Customer may owe to such client or third party. Customer agrees and acknowledges that it does not, and will not, rely upon THE COMPANY for any advice regarding the preparation of tax documents pursuant to thE Agreement.

(C) Disclaimer. BECAUSE OF THE POSSIBILITY OF HUMAN AND MECHANICAL ERROR AS WELL AS OTHER FACTORS, EXCEPT AS EXPRESSLY STATED HEREIN BETWEEN YOU AND COMPANY, ALL CONTENT, SERVICES, PRODUCTS AND SOFTWARE OFFERED ON THIS SITE BY COMPANY, ITS VENDORS OR SUPPLIERS, ARE PROVIDED "AS IS" BASIS WITHOUT REPRESENTATION OR WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED. COMPANY AND ITS VENDORS AND SUPPLIERS HEREBY DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED INCLUDING, WITHOUT LIMITATION, THOSE OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT OF THIRD PARTY RIGHTS, FREEDOM OF VIRUSES OR OTHER HARMFUL CODE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM COMPANY OR ITS VENDORS AND SUPPLIERS SHALL CREATE ANY WARRANTY, TERM, CONDITION OR REPRESENTATION, UNLESS IT IS EXPRESSLY SET FORTH HEREIN. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

COMPANY AND ITS VENDORS AND SERVICE PROVIDERS SHALL NOT BE LIABLE FOR ANY DELAY, DIFFICULTY IN USE, COMPUTER VIRUSES, MALICIOUS CODE OR OTHER DEFECT IN THIS SOFTWARE, ANY INCOMPATIBILITY BETWEEN THE SOFTWARE AND YOUR BROWSER EQUIPMENT, OR ANY OTHER PROBLEMS EXPERIENCED BY YOU DUE TO CAUSES BEYOND COMPANY AND ITS VENDORS AND SERVICE PROVIDERS CONTROL. THERE ARE NO THIRD PARTY BENEFICIARIES TO YOU HEREUNDER.

COMPANY DOES NOT GUARANTEE THAT THE PRODUCTS OR SERVICES SUBSCRIBED FOR BY YOU SHALL MEET YOUR REQUIRMENTS OR EXPECTATIONS. YOU UNDERSTAND AND AGREE THAT ANY MATERIAL, DATA AND INFORMATION DOWNLOADED, UPLOADED OR TRANSMITTED BY OR TO YOU OR OTHERWISE USED IN CONNECTION WITH THE PRODUCTS AND SERVICES SUBSCRIBED FOR BY YOU IS DONE AT YOUR OWN DISCRETION. TO THE EXTENT APPLICABLE JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, TERMS, CONDITIONS OR REPRESENTATIONS, SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. COMPANY IS NOT RESPONSIBLE FOR AND SHALL HAVE NO LIABILITY WITH RESPECT TO ANY PRODUCTS AND/OR SERVICES PURCHASED BY YOU FROM A THIRD PARTY. EXCEPT AS SET FORTH HEREIN THERE ARE NO INTENDED THIRD PARTY BENEFICAIRIES. YOU ACKNOWLEDGE THAT COMPANY, VENDORS AND SUPPLIERS WILL RELY UPON THE TRUTHFULNESS AND ACCURACY OF THE MATERIALS, DATA AND INFORMATION YOU PROVIDE TO PROVIDE THE PRODUCTS AND PERFORM THE SERVICES SUBSCRIBED FOR BY YOU. YOU ARE SOLELY RESPONSIBLE AND LIABLE FOR THE TRUTHFULNESS AND ACCURACY OF ALL MATERIAL, DATA AND INFORMATION YOU PROVIDE TO COMPANY OR ITS VENDORS AND SUPPLIERS IN CONNECTION WITH THE PRODUCTS AND SERVICES SUBSCRIBED FOR BY YOU.

(D) LIMITATIONS OF LIABILITY. UNDER NO CIRCUMSTANCES SHALL COMPANY BE LIABLE FOR ANY LOST PROFITS, LOST OPPORTUNITY OR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES ARISING OUT, RESULTING FROM OR IN CONNECTION WITH OF ANY USE OF OR INABILITY TO USE THE SERVICES REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, IF YOU INITIATE ANY CLAIM, ACTION, SUIT, ARBITRATION, OR OTHER PROCEEDING RELATING TO SERVICES PROVIDED UNDER THIS AGREEMENT, AND TO THE EXTENT PERMITTED BY APPLICABLE LAW, COMPANY'S TOTAL LIABILITY FOR DAMAGES SUSTAINED BY YOU AND ANY THIRD PARTY FOR ANY AND ALL USE OR RELIANCE ON A SPECIFIC PRODUCT OR SERVICE SHALL BE LIMITED, IN THE AGGREGATE, TO A MAXIMUM OF TWO THOUSAND DOLLARS ($2,000.00) UNITED STATES OF AMERICA DOLLARS. CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

d. Liability Limitations. If Customer should become entitled to claim damages from the Company (including without limitation, for indemnity, breach of contract, breach of warranty, negligence, or other tort claim), the Company will be liable only for the amount of Customer’s actual direct damages up to the amount that Customer paid the Company in the twelve (12) months preceding the date the claim arose for the Services that are the subject of the claim. In no event, however, will the Company be liable to Customer in the aggregate for more than the amount paid by Customer to the Company or for any lost profits, loss of business, loss of use, lost savings, or other consequential, special, incidental, indirect, exemplary, or punitive damages, even if the Company has been advised of the possibility of such damages. Because some states do not allow limitations on implied warranties or the exclusion or limitation of incidental or consequential damages, the above limitations or exclusions in this Section 9 may not apply to you. This Section 9 shall be enforceable to the maximum extent allowed by law.

4. FEES AND EXPENSES.

(A) Professional Fees. Fees for Services shall be based on the actual time expended to perform the Services at our current respective hourly rates as set forth on the Services and Pricing Form (“Fees”). Fees shall be based upon several factors; the most important of which includes time and labor involved, skill requisite to perform the professional services properly and any special circumstances imposed. We require a minimum retainer before work can begin. This retainer must be maintained throughout the Agreement.

(B) Expenses. Any expenses we incur in providing the Services to you are additional costs that you are responsible for and shall pay to us (“Expenses”). Expenses may include, but are not limited to, such things as computer services, fax transmissions, long distance charges, report production and out of pocket costs, including travel costs. Such Expenses shall be added to your Fees and shall be due and payable upon invoice.

5. APPLICABLE LAW AND DISPUTES

(A) Applicable Law. This Agreement shall be governed as to validity, interpretation, construction, effect and in all other respects by the laws and decisions of the State of Colorado without respect to any conflict of laws principles. The Company and the Customer both agree that the State of Colorado shall have the sole and exclusive personal and subject matter jurisdiction for any arbitration or legal action under the Agreement and we and you agree to submit to such jurisdiction and venue. If there is a determination that any provision of these Terms of Use and Additional Terms and Conditions are invalid or unenforceable, that determination shall not affect the balance of the Terms of Use and Additional Terms and Conditions and the same shall be deemed amended to the minimum extent necessary to make them valid and enforceable.

(B) Limitation of Actions. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to the Services and/or this Agreement must be filed within one (1) year after such claim or cause of action arose or be forever barred; provided, however, (i) claims related to proprietary rights and Confidential Information may be brought at any time within the applicable statute of limitations, and (ii) claims for non-payment may be filed within two (2) years after the date the last payment was due.

 

(C) Dispute Resolution. Except for the right of either Party to apply to a court of competent jurisdiction for a temporary restraining order, a preliminary injunction, or other equitable relief solely to preserve the status quo or prevent irreparable harm, any controversy or claim arising out of or relating to the Agreement, whether before or after termination of the Agreement, all disputes shall be resolved as follows:

(i) Negotiations. In the event of any dispute arising out of or relating to the Agreement (“Dispute”), the disputing Party shall notify the other Party in writing describing with reasonable specificity the nature of the claim and providing the name of and contact information for an individual who has authority to negotiate resolution of such Dispute (“Notice”). Upon receipt of such Notice, the other Party shall respond in writing advising receipt of the Notice and providing the name and contact information for the individual who has authority to resolve the Dispute (“Notice Date”). Then the Parties shall in good faith attempt to resolve the Dispute within thirty (30) days after the Notice Date. If a Dispute is resolved the Parties shall commit the same to writing and it shall be signed by both Parties.

 

(ii) Arbitration. If any Dispute remains unresolved thirty-one or more days after the Notice Date, or if the Parties fail to negotiate within thirty-one (31) days after the Notice Date, either Party may initiate arbitration upon written notice to the other Party (“Notice of Arbitration”). Upon a Notice of Arbitration, both Parties shall be obligated to engage in final and binding arbitration in Denver, Colorado under the Commercial Arbitration Rules of the American Arbitration Association then in effect. The arbitration shall be in the English language before a single arbitrator, who shall in the first instance have authority to decide all issues of arbitrability. The arbitrator shall be selected by mutual agreement of the Parties and should be knowledgeable and have expertise in areas relating to the subject matter of the Dispute. The arbitrator shall have no power to add to, subtract from, or modify any of the terms or conditions of the Agreement. It is expressly understood and agreed that a pending dispute hereunder shall at no time and in no respect constitute a basis for any modification, limitation, or suspension of either Party’s obligations to fully perform in accordance with the terms of the Agreement. Any award rendered in such arbitration may be enforced by either Party against the other in either the courts of the State of Colorado or in the United States District Court for the District of Colorado to whose jurisdiction for such purposes each Party hereby consents and submits. The arbitrator shall determine the amount of the award setting forth the facts and conclusions for the same and make such other awards pursuant to the Agreement.

6. COMMUNICATIONS AND NOTICES

(A) Communications. Normal and customary communications between the Parties in the performance of the Services shall be in English and shall be via email or U.S. mail.

 

(B) Notices. Any notice or other communication required or permitted hereunder where the effective date of delivery is desired or required, shall be in writing, in English, and shall be deemed to have been duly given: (i) upon actual receipt by personal delivery, receipt required; or (ii) three (3) business days after the first attempted delivery if sent by United States registered or certified U.S. mail, postage prepaid, with return receipt requested; or (iii) three (3) business days after the first attempted delivery if sent by a national express overnight courier service. Each such notice sent hereunder shall must also be contemporaneously sent by email. All notices shall be sent to the Parties using the mailing and email addresses set forth in the Agreement.

7. INDEMNITY. You agree to immediately defend, indemnify, and hold harmless Company, its officers, directors, employees, attorneys, and agents ("Indemnitees") against all claims, expenses, liabilities, losses, costs, and damages, including all reasonable professional fees, that the Indemnitees may incur (i) in connection with your use of the Services, the data and/or information you provide to us or the actions taken by you.

8. MISCELLANEOUS.

 

(A) Assignment and Merger. You may not, either in whole or in part, assign the Agreement or your rights hereunder nor delegate your duties hereunder without the prior written consent of the Company. Any attempt by Customer to assign or transfer any of the rights, or delegate its duties or obligations under the Agreement is void. Further, Customer acknowledges that in the event Customer merges with or is acquired by another entity, the Agreement shall not terminate.

 

(B) Injunctive Relief by the Company. In the event of any breach of the Agreement by you regarding the use of the Software or other proprietary information or software licensed or used by the Company, the Company or its licensors may not have an adequate remedy at law and shall be entitled to enforce its rights hereunder by a court action for an injunction or other equitable relief to preserve the status quo or prevent irreparable harm, without the necessity of proving actual damage or the requirement of posting a bond.

 

(C) Integration. The Agreement, consisting of the Agreement, the Services and Pricing Form, the Additional terms and Conditions, and the Terms of Use set forth the entire understanding between the Parties with respect to the subject matter hereof, and supersedes all other prior or contemporaneous communications between the Parties (whether written or oral). The Agreement may be modified or amended solely in a writing signed by both Parties. This Agreement shall inure to the benefit of the Parties and their respective permitted assignees.

 

(D) Severability. The provisions of the Agreement shall be deemed severable, and the unenforceability of any one or more provisions shall not affect the enforceability of any other provisions. In addition, if any provision of the Agreement, for any reason, is declared to be unenforceable, the Parties shall substitute an enforceable provision that, to the maximum extent possible in accordance with applicable law, preserves the original intentions and economic positions of the Parties.

 

(E) Waiver. No failure or delay by either Party in exercising any right, power or remedy will operate as a waiver of such right, power, or remedy and no waiver will be effective unless it is in writing and signed by the waiving Party. If either Party waives any right, power, or remedy, such waiver will not waive any successive or other right, power, or remedy the Party may have under the Agreement.

 

(F) Professional Fees. In the event the Company engages an attorney to enforce the terms of this Agreement, the Company shall be entitled to recover from Contractor, all reasonable costs and expenses, including without limitation, reasonable professional fees incurred by the Company in enforcing its rights under this Agreement. If any legal action, proceeding or arbitration is commenced by either party in connection with any alleged dispute, breach, default, or misrepresentation arising in connection with this Agreement, the prevailing party shall be entitled to recover reasonable costs and expenses including, without limitation, professional fees and costs incurred in connection with such action, proceeding or arbitration, in addition to such other relief as may be granted.

(G) Force Majeure. Neither Party shall be responsible for delays resulting from acts of God, acts of the public enemy, fires, floods, strikes, labor disputes, or other acts beyond the reasonable control of such Party, provided that the nonperforming Party uses commercially reasonable efforts to avoid or remove such causes of nonperformance and continues performance hereunder with reasonable dispatch as soon as such causes are removed.

(H) SECTION TITLES. The section titles herein are for convenient use of reference only.

 

MERCHANT SERVICES

WEB SOLUTIONS

MARKETING

 
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