|
1. INTRODUCTION.
In this Service Agreement ("Agreement"), "you"
and "your" refer to each customer ("Customer");
"we", "us" and "our" refer to
"ActiveSET.org". This Agreement explains our obligations
to you, and your obligations to us, in relation to your use
of our service(s). By ordering and/or using ActiveSET.org's
service(s), you agree to the terms and conditions set forth
in this Agreement between Customer and ActiveSET.org.
This Agreement supersedes all prior agreements you may have
with ActiveSET.org.
2. VARIOUS
SERVICES. Paragraphs 1 through 28 apply to any and all of
the service(s) you have chosen, including but not limited to the
services contained in the ActiveSET.org Secure Area. The terms
and conditions set forth in paragraphs A through D at the end
of this Agreement apply only to customers who have selected the
ActiveSET.org services referenced in those paragraphs:
3. FEES,
PAYMENT, AND TERM OF SERVICE. As consideration for the services
you have selected, you agree to pay ActiveSET.org the applicable
service(s) fees set forth on our Web site at the time of your
selection. All fees are due upon ActiveSET.org's activation
of the service(s), and are non-refundable. ActiveSET.org
accepts payment from you by American Express, MasterCard, VISA
or in the form of a check drawn from a United States bank account,
or money order, payable in U.S. dollars. ActiveSET.org services
that have passed this Agreement's anniversary date must be renewed
ANNUALLY for continued service. ActiveSET.org services in an
unpaid or overdue status i.e., accounts for which payment is
more than thirty (30) days overdue, are deleted from the online
directories. Unless otherwise specified, each ActiveSET.org
service is for a one-year initial term and is renewable annually
as specified during the ordering process. Any renewal of your
services with us is subject to our then-current terms, conditions,
and payment of all applicable service fees at the time of renewal.
You agree that you may not transfer your ActiveSET.org service(s)
to another company. We will notify you by e-mail or United States
mail prior to the renewal of your service(s) at least fifteen
(15) days in advance of the renewal date. You are solely responsible
for the billing information you provide to ActiveSET.org and
must promptly inform ActiveSET.org of any changes thereto (e.g.,
change of billing address, phone number, or e-mail address).
In addition, you are solely responsible for ensuring the service(s)
is renewed. ActiveSET.org shall have no liability to you or
any third party in connection with the renewal, including, but
not limited to, any failure or errors in renewing the services.
4.
PAYMENT; Suspension. Customer agrees to pay ActiveSET.org
for all services in accordance with the agreed upon amounts
and billing schedule. No service(s) offered by ActiveSET.org
is refundable or proratable under any condition. If you do not
pay for your service(s) as billed annually, or payment is declined
by your bank, we may declare the entire amount payable in full
and collect a $25.00 late fee. ActiveSET.org reserves the right,
in its sole discretion, to deactivate the Customer's service(s)
without notification upon an indication of credit problems,
including delinquent payments, or if this Agreement is violated.
In addition to the entire amount of your overdue payment and
late fee, ActiveSET.org will bill client for $129.00 for one
hour of reinstallation programming to replace the removed service(s).
ActiveSET.org may take all remedies to collect fees owed. You
also agree to pay any reasonable attorney's fees and costs which
we may incur in collecting any unpaid amount. If more than one
applicant requests service(s) under this Agreement, all will
be jointly and severally liable for all charges. All orders,
sales, rents, times, and terms are final. Once the service(s)
has been ordered, refunds will not be issued if the order is
cancelled by Customer before the regular expiration or anniversary
date. All services and contracts will be automatically renewed
for another term, unless written notice of cancellation is given
by either party, at least two weeks in advance of the renewal
or anniversary date. Cancellation requests must be made by mail
to ActiveSET.org 3335 NW 47th Terrace Gainesville, Florida 32606.
If no correct notice of cancellation is given, all contracts
will be automatically renewed for another term under the same
conditions. ActiveSET.org has the right to immediately deactivate
and refuse the service(s) if service has been established and
the initial payment is not paid. In such event, ActiveSET.org
will bill client for $129.00 for one hour of programming to
reinstall the service(s).
5.
ACCURATE INFORMATION. As further consideration for ActiveSET.org
service(s), you agree to: (1) provide certain true, current,
complete and accurate information about your company as required
by the ordering process; and (2) maintain and update this information
as needed to keep it current, complete and accurate. We rely
on this information to send you important information and notices
regarding your account and our services. Our privacy statement,
located on our Web site at http://www.activeset.org/forms/privacypolicy.htm
and incorporated herein by reference sets forth your and our
rights and responsibilities with regard to your company information.
You agree that we, in our sole discretion, may modify our privacy
statement. We reserve the right to post a revised privacy statement
on our Web site at least thirty (30) calendar days before it
becomes effective. By using our services after modifications
to the privacy statement become effective, you agree to these
modifications. If you do not agree to the privacy statement
modifications, you may terminate this Agreement; however, you
will forfeit all fees paid. ActiveSET.org will not process data
that we collect from you in any way that would be incompatible
with the purposes and other limitations described in our privacy
statement. You represent and warrant that you have provided
notice to, and obtained consent from, any third party whose
company data you supply to us as part of our services with regard
to: (i) the purposes for which such third party's company data
has been collected, (ii) the intended recipients or categories
of recipients of the third party's company data, (iii) which
parts of the third party's data are obligatory and which are
voluntary. ActiveSET.org recommends that you provide notice
and consent regarding any third party company data you supply
to us in the future. We are not responsible for any consequences
resulting from your failure to provide notice or receive consent
from such individuals, nor for your providing outdated, incomplete,
or inaccurate information.
6.
UPDATES. Any notice of request for updates, editions, or
alterations to the information contained in the service(s) Customer
purchases from ActiveSET.org must be submitted in writing by
the Customer and delivered by United States mail addressed to:
ActiveSET.org 3335 NW 47th Terrace Gainesville, Florida 32606.
Electronic (e-Mail) or facsimile requests for updates to the
service(s) information will not be processed, to protect the
Customer's intellectual property. In no event will we be liable
for the unauthorized use or misuse of updates or modifications
to your service(s). Minor updates such as change of address,
area code, phone number, fax number, web address, contact's
name, e-mail address are granted to Customer at no charge. Cost
for modifications to all remaining features, including logo
design, tag title, company descriptions, experience, and qualifications
is charged at the rate of $45 per hour.
7.
FREE LOGO PREPARATION. ActiveSET.org will design, at no
charge, one logo conforming to each of the current ActiveSET.org
format specifications: 100W x 35H Pixels, filesize under 4K,
gif or jpeg, no animation. ActiveSET.org will provide one (1)
layout or logo design for Customer's approval. If Customer is
not satisfied with the logo ActiveSET.org prepares, the Customer
may provide ActiveSET.org with a logo conforming to the current
ActiveSET.org format specifications described above.
8.
MODIFICATIONS TO AGREEMENT. Changes, amendments or modifications
of any provision of this Agreement by ActiveSET.org may be executed
in counterparts, each of which shall be deemed an original,
and all of which together shall constitute one and the same
document. You agree to periodically review our Web site, including
the current version of this Agreement available on our Web site,
to learn of any such revisions. If you do not agree with any
revision to the Agreement, you may terminate this Agreement
at any time by providing us with notice by United States mail
addressed to: ActiveSET.org 3335 NW 47th Terrace Gainesville,
Florida 32606. Notice of your termination will be effective
on receipt and processing by us. If you terminate your Agreement
with us, fees paid by you are nonrefundable; however, you will
not incur any additional fees. By continuing to use ActiveSET.org's
services after any revision to this Agreement or change in service(s),
you agree to abide by and be bound by any such revisions or
changes.
9.
AGENTS. You agree that, if your agent (e.g., an advertising
agency, employee, etc.) purchased our service(s) on your behalf,
you are nonetheless bound as a principal by all terms and conditions
herein. Your continued use of our service(s) shall ratify any
unauthorized actions of your agent. By acting on your behalf,
your agent certifies that he or she is authorized to (1) apply
for our service(s) and (2) bind you to the terms and conditions
of this Agreement, and (3) apprised you of the terms and conditions
of this Agreement. In addition, you are responsible for any
errors made by your agent. We will not refund fees paid by you
or your agent on your behalf for any reason including, but not
limited to, failure of your agent to comply with the terms and
conditions of this Agreement, incorrect information provided
by your agent in the application process, or if your agent incorrectly
changes or otherwise modifies your service(s).
10.
COPYRIGHT. You acknowledge that ActiveSET.org is the author
of any advertising prepared for you and any derivative work
that we may prepare from your advertising, and that we retain
all right, title and interest, including the copyright, in the
same. You must obtain our prior written consent to reproduce
our copyrighted work, to have it reproduced by others, or to
use our name or marks in any way.
11.
DISPLAY OF ADVERTISING MATERIAL. Customer acknowledges that
the sole obligation of ActiveSET.org is to display one or more
advertisements from Customer which conform to the specifications
set forth in this Agreement. Except as expressly provided in
this Agreement, the positioning of the advertisements will be
as determined by ActiveSET.org in its reasonable editorial discretion.
ActiveSET.org reserves the right to redesign or modify the organization
and structure and "look and feel" of our Web site
at our sole discretion at any time without prior notice. In
the event such modifications materially and adversely affect
the placement of one or more of the advertisements, ActiveSET.org
will work with Customer to display the affected advertisements
in a comparable location and manner. Customer may not resell,
trade, exchange, barter or broker to any third-party any advertisements
which are the subject of this Agreement.
12.
ADVERTISER CONTENT. The advertisements shall link only to
the URL specified in the Customer's order and shall not offer
or promote any products and/or services other than the Customer's
products and services expressly provided for in the ordering
process. In no event shall any advertisements promote the products
or services of any third party. Additionally, neither the advertisements
nor the content shall (i) disparage ActiveSET.org or (ii) promote
any product or service which is reasonably competitive with
ActiveSET.org (or any portion thereof) or with one or more of
the principal products or services offered through ActiveSET.org
(collectively, "Competitive Products"). Customer hereby
represents and warrants that (a) it possesses all authorizations,
approvals, consents, licenses, permits, certificates or other
rights and permissions necessary to offer, sell or license the
products and services offered, sold or licensed by or through
the advertisements, and (b) the advertisements will not violate
any applicable law, regulation or third party right (including,
without limitation, any copyright, trademark, patent or other
proprietary right). In no event shall the advertisements state
or imply that (i) any advertisement was placed by ActiveSET.org
or (ii) that ActiveSET.org endorses advertiser's products or
services.
13. ADVERTISER CONDUCT. You are solely responsible for
the content you furnish us for inclusion in your advertisements.
ActiveSET.org does not assume any obligation to monitor the
content of your advertisements. However, you agree that we may
review your advertisements in responding to a third party complaint
or for any other reason, and we reserve the right in our sole
discretion to remove your advertisements from service without
notice and with no obligation to refund fees paid if we determine
your advertisements is unsuitable or being used for any unlawful
or harmful purpose, as determined in our sole discretion. The
content in your advertisements may be deemed by us to be unsuitable
if, in our view, it: (a). contains, promotes or links to sexually
explicit or violent material; (b). promotes, depicts or links
to material that promotes or depicts discrimination based on
race, gender, religion, national origin, physical or mental
disability, sexual orientation, or age; (c). contains unlawful
material, including but not limited to materials that may violate
another's intellectual property rights, or links to a site that
contains such material; (d). contains information or promotes
or links to a site that provides information regarding or promoting
illegal activity; (e). is considered by us or any person with
access to such content to be obscene, lewd, lascivious, filthy,
excessively violent, harassing or otherwise objectionable, whether
or not such material is constitutionally protected; or (f).
is deemed by us to be unsuitable for any other reason.
14. LIMITATION OF LIABILITY. You acknowledge that: (1)
this is a commercial business transaction; (2) occasional errors,
omissions and misplacements in our service(s) may occur and
can be corrected upon notification by the Customer; (3) any
potential harm from any error, omissions or misplacement is
speculative in nature; (4) we cannot offer advertising at rates
which reflect the revenue and profit which you may obtain from
that service; (5) we assume no responsibility other than as
contained in these terms and conditions. Customer hereby agrees
to indemnify, defend and hold harmless ActiveSET.org and the
officers, directors, agents, affiliates, distributors, franchises
and employees of ActiveSET.org from and against all claims,
actions, liabilities, losses, expenses, damages and costs (including,
without limitation, reasonable attorneys' fees that may at any
time be incurred by any of them by reason of any claims, suits
or proceedings: (a) for libel, defamation, violation of right
of privacy or publicity, copyright infringement, trademark infringement
or other infringement of any third party right, fraud, false
advertising, misrepresentation, product liability or violation
of any law, statute, ordinance, rule or regulation throughout
the world in connection with the advertisement(s) or Advertiser
Content; or (b) arising out of any material breach by Customer
of any duty, representation or warranty under this Agreement.
This section will survive the completion, expiration, termination
or cancellation of this Agreement.
15. NOTICES AND ANNOUNCEMENTS. You authorize us to notify
you as our Customer of information that we deem is of potential
interest to you. Notices and announcements may include commercial
e-mails and other notices describing changes, upgrades, new
products and services or information pertaining to Internet
security or to enhance your identity on the Internet and/or
other relevant matters. If you do not wish to receive email
solicitation notices or announcements please send us an email
at nomail@activeset.org.
16. EXCLUSIVE REMEDY. You agree that our entire liability,
and your exclusive remedy, in law, in equity, or otherwise,
with respect to any ActiveSET.org service(s) provided under
this Agreement and/or for any breach of this Agreement is solely
limited to the amount you paid for such service(s). ActiveSET.org
and its contractors shall not be liable for any direct, indirect,
incidental, special or consequential damages resulting from
the use or inability to use any of the ActiveSET.org service(s)
or for the cost of procurement of substitute service(s). Because
some states do not allow the exclusion or limitation of liability
for consequential or incidental damages, in such states, our
liability is limited to the extent permitted by law. We disclaim
any and all loss or liability resulting from, but not limited
to: (1) loss or liability resulting from access delays or access
interruptions; (2) loss or liability resulting from data non-delivery
or data mis-delivery; (3) loss or liability resulting from acts
of God; (4) loss or liability resulting from the unauthorized
use or misuse of your account; (5) loss or liability resulting
from errors, omissions, or misstatements in any and all information
or service(s) provided under this Agreement; (6) loss or liability
resulting from the development or interruption of your service(s);
or (7) loss or liability that you may incur in connection with
our processing of your order for our service(s), our processing
of any authorized modification to your service(s) or your agents
failure to pay any fees, including the initial annual fee or
renewal fee.
17. INDEMNITY. If we are threatened with suit or sued
by a third party, we may seek written assurances from you concerning
your promise to indemnify us; your failure to provide those
assurances may be considered by us to be a material breach of
this Agreement.
18. BREACH. You agree that your failure to abide by any
provision of this Agreement, any ActiveSET.org operating rule
or policy, or your willful provision of inaccurate or unreliable
information as part of the ordering process, or your failure
to update your billing information to keep it current, complete
or accurate, or your failure to respond for over fifteen (15)
calendar days to inquiries from us concerning the accuracy of
the contact details associated with your billing information
may be considered by us to be a material breach and that we
may provide a written notice, describing the breach, to you.
If within ten (10) calendar days of the date of such notice,
you fail to provide evidence, which is reasonably satisfactory
to us, that you have not breached your obligations under this
Agreement, then we may delete the initiation or renewal of the
service(s) and/or terminate the other ActiveSET.org service(s)
you are using without further notice. We will not refund any
fees paid by you if we terminate your Agreement due to your
breach. Any such breach by you shall not be deemed to be excused
simply because we did not act earlier in response to that, or
any other breach, by you.
19. REPRESENTATIONS AND WARRANTIES. You agree and warrant
that: (i) the information that you or your agent on your behalf
provide to us during the ordering process for ActiveSET.org
service(s) is, to the best of your knowledge and belief, accurate
and complete, and that any future changes to this information
will be provided to us in a timely manner according to the modification
procedures in place at that time, (ii) to the best of your knowledge
and belief neither the initiation of your service(s) nor the
manner in which you intend to use such advertising will directly
or indirectly infringe the legal rights of a third party, (iii)
you have all requisite power and authority to execute this Agreement
and to perform your obligations hereunder, and (iv) you are
of legal age to enter into this Agreement. You agree that your
use of our service(s) is solely at your own risk. You agree
that all of our services are provided on an "as is,"
and "as available" basis.
20. DISCLAIMER OF WARRANTIES. WE EXPRESSLY DISCLAIM 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. WE MAKE
NO WARRANTY THAT OUR SERVICE(S) WILL MEET YOUR REQUIREMENTS,
OR THAT OUR SERVICE(S) WILL BE UNINTERRUPTED, TIMELY, SECURE,
OR ERROR FREE. ACTIVESET.ORG WILL NOT PROVIDE REIMBURSEMENT
FOR LOSSES OF INCOME DUE TO DISRUPTION OF SERVICE CAUSED BY
ANY SUSPECTED OR ACTUAL EVIDENCE OF ELECTRONIC OR NON-ELECTRONIC
TAMPERING WITH ANY PORTION OF THE ACTIVESET.ORG IMAGES OR WEB
SITE, OR IF COMPUTER VIRUSES, BUGS, UNAUTHORIZED INTERVENTION,
FRAUD, OR TECHNICAL DIFFICULTIES OR FAILURES, OR ACTS OF GOD
THAT COMPROMISE OR CORRUPT OR AFFECT THE ADMINISTRATION, INTEGRITY,
OR SECURITY OF THE ACTIVESET.ORG IMAGES OR WEB SITE.
WE DO NOT
MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM
THE USE OF OUR SERVICE(S) OR AS TO THE ACCURACY OR RELIABILITY
OF ANY INFORMATION OBTAINED THROUGH OUR SERVICE(S). YOU UNDERSTAND
AND AGREE THAT ANY MATERIAL AND/OR DATA DOWNLOADED OR OTHERWISE
OBTAINED THROUGH THE USE OF OUR SERVICE(S) 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 SUCH MATERIAL AND/OR DATA. WE MAKE
NO WARRANTY REGARDING ANY GOODS OR SERVICES PURCHASED OR OBTAINED
THROUGH ANY OF OUR SERVICE(S) OR ANY TRANSACTIONS ENTERED INTO
THROUGH SUCH SERVICE(S). NO ADVICE OR INFORMATION, WHETHER ORAL
OR WRITTEN, OBTAINED BY YOU FROM US OR THROUGH OUR SERVICE(S)
OR WEB SITE SHALL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.
TO THE EXTENT JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN
WARRANTIES, SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.
21. REVOCATION. You agree that we may terminate your
contractual right to use our service(s) if the information that
you are obligated to provide to purchase an ActiveSET.org service(s),
or that you subsequently modify it to contain false or misleading
information, or to conceal or omit any information we would
likely consider material for our decision to provide you our
service(s). Furthermore, you agree that we may suspend, cancel
or transfer your service(s) in order to correct mistakes made
by us or the registry used for ordering your chosen service(s).
We will not refund any fees paid by you if we terminate your
service(s).
22. RIGHT OF REFUSAL. We, in our sole discretion, reserve
the right to refuse to upload your chosen service(s), or to
delete your service(s) within the first thirty (30) calendar
days from receipt of your payment for such services. In the
event we do not upload your service(s), or we delete your service(s)
within such thirty (30) calendar day period, we agree to refund
any applicable fee(s) you have paid. You agree that we shall
not be liable to you for loss or damages that may result from
our refusal to upload or the deletion of your service(s).
23. SEVERABILITY. You agree that the terms of this Agreement
are severable. If any term or provision is declared invalid
or unenforceable, that term or provision will be construed consistent
with applicable law as nearly as possible to reflect the original
intentions of the parties, and the remaining terms and provisions
will remain in full force and effect.
24. SECURITY. If, in ActiveSET.org's opinion, there is
any suspected or actual evidence of electronic or non-electronic
tampering with any portion of our images or Web site, or if
computer viruses, bugs, unauthorized intervention, fraud, or
technical difficulties or failures compromise or corrupt or
|