Terms of Service

 

 

  Definitions  
 

For purposes of this Agreement, the following terms have the meanings specified below:

“Agreement”
means each contract created between us "Ecom Management" and you "Client" for the provision of Services consisting of an Order, the applicable Service Description and these Terms of Service.

“Client Content”
means all data, graphics, text, names, marks, logos, hypertext links to other Web sites and other information incorporated in, transmitted through or published or displayed on the Client Web site.

“Client Web site”
means Client’s site on the World Wide Web portion of the Internet that "Ecom Management" services under this Agreement.

“End User”
means any Person who accesses or uses the Client Web site via the Internet.

“Company Technology”
means "Ecom Management's" proprietary technology, including, without limitation, "Ecom Management" services, software tools, hardware designs, algorithms, software (in source code and object code forms), user interface designs, architecture, class libraries, objects and documentation (both printed and electronic), network designs, know-how, trade secrets and any related intellectual property rights throughout the world (whether owned by "Ecom Management" or licensed to "Ecom Management" from a third party), and also including any derivatives, improvements, enhancements, updates, modifications or extensions of "Ecom Management" Technology conceived, reduced to practice or developed during the term of this Agreement by either party.

“Person”
means any individual, partnership, joint venture, corporation, limited liability company, trust, unincorporated association or organization, or government or any agency or political subdivision thereof.

“Proprietary Information”
means all technical, business and other information of a party;
(1) that is not generally known to the public,
(2) that derives value, economic or otherwise, from not being generally known to the public or to other Persons who can obtain value from its disclosure or use, and
(3) which information is subject to efforts that are reasonable under the circumstances to maintain the secrecy thereof.

“Order”
means the Order submitted by the Client to "Ecom Management" for Services, whether such Order is submitted online through "Ecom Management's" Web site or on a written Order form.

“Terms of Service”
means these Terms of Service, as the same may be modified, altered or amended from time to time by "Ecom Management".

“Service”
means either Hosting Service or Optional Service. “Hosting Service” means the Service provided by "Ecom Management" in response to an Order whereby "Ecom Management" provides the Client with specified connectivity, storage space and bandwidth for the hosting of a Client Web site as more particularly described in the applicable Service Description. “Optional Service” means any additional Service (other than Hosting Service) "Ecom Management" may provide in response to an Order, as more particularly described in the applicable Service Description.

“Service Description”
means the applicable documents made available by "Ecom Management" to Client to describe the applicable Services at the time the Order is accepted by "Ecom Management".

“Term”
means the duration of any Agreement between "Ecom Management" and Client. With respect to Hosting Services, the “Initial Term” is the initial term specified in the Order and the Term continues beyond the Initial Term for any renewal period as specified. With respect to Optional Services, the “Term” begins when "Ecom Management" accepts the Order and ends on the first to occur of
(1) "Ecom Management's" completion of performance, or
(2) the earlier termination of the Order in any manner permitted by these Terms of Service.

 
     

 

  Terms of Service  
   
  Order, Acceptance, and Service  
 

The Order submitted by Client creates a legally binding contract between Client and "Ecom Management" when "Ecom Management" provides the services requested in the Order. Such contract consists of the Order, the applicable service description, these Terms of Service, and the Acceptable Use Policy. "Ecom Management" reserves the right to refuse any order at its discretion for any reason or no reason. All orders for hosting services for web sites, content, software, and any digitally transmittable material that is deemed of an adult nature will be refused service.

 

 
  Fee, Taxes, and Payments  
 

"Ecom Management" will provide, and Client will purchase and pay for, the service fees specified in the Order and the applicable Service Description (the “Service Fees”). The Service Fees do not include any applicable sales, use, revenue, excise or other taxes imposed by any taxing authority with respect to the Services or any software provided hereunder (excluding any tax on "Ecom Management" net income). All such taxes will be added to "Ecom Management" invoices for the Service Fees as separate charges to be paid by Client. All fees are fully earned when due and non-refundable when paid. Unless otherwise specified, invoices for the Service Fees and related charges shall be due and payable on the birthday of Client's Order and incrementally thereafter for subscription term. All services provided by "Ecom Management" are prorated every 30 days unless otherwise agreed by "Ecom Management" and Client to any previously existing contract that takes precedence over this policy. If any invoice is not paid within 5 days after the date of the invoice, "Ecom Management" may charge Client a late fee of $15 for such invoice; in addition any amounts payable to "Ecom Management" not paid when due will bear interest at the rate of one and one half percent (1.5%) per month or the maximum rate permitted by applicable law, whichever is less. If "Ecom Management" collects any payment due at law or through an attorney at law or under advice there from or through a collection agency, or if "Ecom Management" prevails in any action to which the Client and "Ecom Management" are parties, Client will pay all costs of collection, arbitration and litigation, including, without limitation, all court costs and "Ecom Management" reasonable attorneys’ fees. If any check is returned for insufficient funds "Ecom Management" may impose a processing charge of $25. "Ecom Management" may increase the Service Fees (i) in the manner permitted in the Service Description and (ii) at any time by providing fourteen (14) days prior written notice thereof to Client. "Ecom Management" at its discretion at any time may suspend or cancel service to Client without notice because of non-payment by Client for services rendered by "Ecom Management"

 

 
  Terms and Termination  
 

Services will commence on the date on which "Ecom Management" provides the Services requested and continue until terminated in accordance with this Agreement. "Ecom Management" may terminate service to Client for any reason or no reason with 15 days notice to Client. Client may terminate subscription to service at any time, however Client's account is bound to the current subscription term and all fees accrued will be due at termination due to the nature of this business.

Either party may terminate this Agreement immediately upon the occurrence of any one or more of the following events:
(1) the other party fails to pay when due any amounts required to be paid under this Agreement;
(2) the other party breaches any material term or provision of this Agreement (other than a breach described in subsection above), and if capable of cure, such breach remains uncured 30 days after the non-breaching party gives written notice thereof to the breaching party; or
 (3) the other party becomes insolvent, makes an assignment for the benefit of its creditors, institutes or becomes subject to any proceeding under any bankruptcy or similar laws for the relief of debtors, or seeks the appointment of, or becomes subject to the appoint of, any trustee or receiver for all or any portion of such party’s assets.

"Ecom Management" may terminate this Agreement:
(1) if the Services are prohibited by applicable law, or become impractical or unfeasible for any technical, legal or regulatory reason, by giving Client as much prior notice as reasonably practicable or
(2) immediately by giving written notice to Client, if "Ecom Management" determines in good faith that Client’s use of the Client Web site or the Client Content violates the Acceptable Use Policy.

Upon termination of this Agreement for any cause or reason whatsoever, neither party shall have any further rights or obligations under this Agreement, except as expressly set forth herein. Parties shall each remain liable to the other for any indebtedness or other liability theretofore arising under this Agreement even if agreement is terminated. Termination of this Agreement and retention of pre-paid fees and charges shall be in addition to, and not be in lieu of, any other legal or equitable rights or remedies to which "Ecom Management" may be entitled.

 

 
  Availability  
 

"Ecom Management" may be temporarily unavailable from time to time for maintenance, repair, or for other reasons beyond or within the control of "Ecom Management". "Ecom Management" shall not be liable, and no credit or damages shall be due to You for any interruptions, delays, or errors in service, irrespective of the cause of the same. You acknowledge that "Ecom Management" is not responsible for, and cannot control, the state of connectivity of any internet node(s) other than its own. "Ecom Management" expressly disclaims any and all warranties, including, without limitation, all warranties of merchantability and fitness for a particular use or purpose, in connection with "Ecom Management".

No warranty or promise is made with regard to connection speeds, and You hereby acknowledge the same. You and any user of "Ecom Management" expressly waives any and all damages, whether direct, indirect, incidental or consequential, including damages for lost profits, related the use or misuse of "Ecom Management" or any software provided to You by "Ecom Management". Use of "Ecom Management" for any prohibited purpose shall give "Ecom Management" the immediate right, without notice, to terminate Your ability to access "Ecom Management" services.

 

 
  Client's Representations and Warranties  
 

Client hereby represents and warrants to "Ecom Management", and agrees that during the Term Client will ensure that:
(1) Client is the owner or valid licensee of the Client Content and each element thereof, and Client has secured all necessary licenses, consents, permissions, waivers and releases for the use of the Client Content and each element thereof, including without limitation, all trademarks, logos, names and likenesses contained therein, without any obligation by "Ecom Management" to pay any fees, residuals, guild payments or other compensation of any kind to any Person;
(2) Client’s use, publication and display of the Client Content will not infringe any copyright, patent, trademark, trade secret or other proprietary or intellectual property right of any Person, or constitute a defamation, invasion of privacy or violation of any right of publicity or any other right of any Person, including, without limitation, any contractual, statutory or common law right or any “moral right” or similar right however denominated;
(3) Client will comply with all applicable laws, rules and regulations regarding the Client Content and the Client Web site and will use the Client Web site only for lawful purposes;
(4) Client has used its best efforts to ensure that the Client Content is and will at all times remain free of all computer viruses, worms, Trojan horses and other malicious code; and
(e) Client will use the Services only for business purposes and not for any family, household or personal use, unless otherwise specifically implied by the type of service.

 

 
  License to "Ecom Management"  
 

Client hereby grants to "Ecom Management" a non-exclusive, royalty-free, worldwide right and license during the Term to do the following to the extent necessary in the performance of Services under the Order:
(1) digitize, convert, install, upload, select, order, arrange, compile, combine, synchronize, use, reproduce, store, process, retrieve, transmit, distribute, publish, publicly display, publicly perform and hyperlink the Client Content; and
(2) make archival or back-up copies of the Client Content and the Client Web site. Except for the rights expressly granted above, "Ecom Management" is not acquiring any right, title or interest in or to the Client Content, all of which shall remain solely with Client, with the exception of "Ecom Management's" "Company Intellectual Property"

 
     

 

  Company Intellectual Property  
 

"Ecom Management" hereby grants to Client a non-exclusive, non-transferable, royalty-free license, exercisable solely during the term of this Agreement, to use applicable "Ecom Management" Technology solely for the purpose of accessing and using the Services. Client may not use "Ecom Management" Technology for any purpose other than accessing and using the Services. Except for the rights expressly granted above, this Agreement does not transfer from "Ecom Management" to Client any "Ecom Management" Technology, and all rights, titles and interests in and to "Ecom Management" Technology shall remain solely with "Ecom Management". Client shall not, directly or indirectly, reverse engineer, decompile, disassemble or otherwise attempt to derive source code or other trade secrets from any of "Ecom Management" Technology.

"Ecom Management’s" trademarks, trade names, service marks, logos, other names and marks, and related product and service names, design marks and slogans are the sole and exclusive property of "Ecom Management". Client may not use any of the foregoing in any advertising, publicity or in any other commercial manner without the prior written consent of "Ecom Management". "Ecom Management" shall maintain and control ownership of all Internet protocol numbers and addresses that may be assigned by "Ecom Management" to Client. "Ecom Management" may, in its sole discretion, change or remove any and all such Internet protocol numbers and addresses.

Any feedback, data, answers, questions, comments, suggestions, ideas or the like which Client sends to "Ecom Management" relating to the Services will be treated as being non-confidential and non-proprietary. "Ecom Management" may use, disclose or publish any ideas, concepts, know-how or techniques contained in such information for any purpose whatsoever.

 
     

 

  Acceptable Use Policy  
 

Client will abide by, and utilize the Services and the Client Web site only in accordance with the Acceptable Use Policy (the “Acceptable Use Policy”) that "Ecom Management" posts on its Web site, as such Acceptable Use Policy may be changed by "Ecom Management" from time to time without notice. The Acceptable Use Policy is hereby incorporated herein and made a part hereof by this reference. Client shall impose the Acceptable Use Policy on its Clients and End Users to the extent necessary to ensure their compliance. Client shall familiarize itself with the Acceptable Use Policy and periodically access "Ecom Management" Web site to determine if "Ecom Management" has made any changes thereto.

 

 
  Limited Warranty  
 

"Ecom Management" represents and warrants to Client that the Services will be performed;
(1) in a manner consistent with industry standards reasonably applicable to the performance thereof;
(2) at least at the same level of service as provided by "Ecom Management" generally to its other Clients for the same services.

The foregoing warranties shall not apply to performance issues or defects in the Services;
(1) caused by factors outside of "Ecom Management’s" reasonable control;
(2) that resulted from any actions or inactions of Client or any third parties; or
(3) that resulted from Client’s equipment or any third-party equipment not within the sole control of "Ecom Management".

EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION, "Ecom Management" MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, WITH RESPECT TO THE SERVICES OR ANY SOFTWARE PROVIDED UNDER THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT OF THIRD-PARTY RIGHTS, AND "Ecom Management" HEREBY EXPRESSLY DISCLAIMS THE SAME. WITHOUT LIMITING THE FOREGOING, ANY THIRD-PARTY SOFTWARE PROVIDED TO CLIENT HEREUNDER IS PROVIDED “AS IS” WITHOUT ANY CONDITION OR WARRANTY WHATSOEVER. "Ecom Management" DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE OR COMPLETELY SECURE.

 

 
  Limitation of Liability  
 

"Ecom Management" cannot guarantee continuous service, service at any particular time, integrity of data, information or content stored or transmitted via the Internet. "Ecom Management" will not be liable for any unauthorized access to, or ANY corruption, erasure, theft, destruction, alteration or inadvertent disclosure of, data, information or content transmitted, received or stored on its system.

EXCEPT AS EXPRESSLY PROVIDED BELOW, NEITHER PARTY SHALL be liable in any way to THE OTHER PARTY OR ANY OTHER PERSON for any lost profits or revenues, LOSS OF USE, LOSS OF DATA OR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS, LICENSES OR SERVICES or similar economic loss, or for any PUNITIVE, INDIRECT, SPECIAL, INCIDENTAL, consequential OR SIMILAR damages OF ANY NATURE, WHETHER FORESEEABLE OR NOT, UNDER ANY WARRANTY OR OTHER RIGHT HEREUNDER, arising out of or in connection with the performance or non-performance of ANY ORDER, OR FOR ANY CLAIM AGAINST THE OTHER PARTY BY A THIRD PARTY, REGARDLESS OF WHETHER it HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH CLAIM OR DAMAGES.

 

 
  Indemnification of Company  
 

Client shall defend, indemnify and hold harmless "Ecom Management", its affiliates and their respective present, former and future officers, directors, employees and agents, and their respective heirs, legal representatives, successors and assigns (collectively the “Company Indemnitees”), from and against any and all losses, damages, costs, liabilities and expenses (including, without limitation, amounts paid in settlement and reasonable attorneys’ fees) which any of "Ecom Management" Indemnitees may suffer, incur or sustain resulting from or arising out of:
(1) Client’s breach of any representation, warranty, or covenant contained in the Agreement,
(2) the Client Content, the Client Web site or any End User’s use of the Client Content or the Client Web site,
(3) violation by Client or any of its officers, directors, employees or agents of the Acceptable Use Policy or any applicable law,
(4) claims or actions of third parties alleging misappropriation of trade secrets or infringement of patents, copyrights, trademarks or other intellectual property rights arising from the use, display or publication of Client’s domain names, the Client Web site, the Client Content, or the use of the Services in combination with hardware, software or content not provided by "Ecom Management",
(5) claims or actions by third parties relating to or arising out of Client’s use of the Services, and
(6) any failure of the Client Content or any aspect of the Client Web site to be compatible with the hardware or software used by "Ecom Management" to provide the Services, including any damage to "Ecom Management’s" servers or other hardware caused thereby.

 
  Confidentiality; Non-Solicitation  
 

Each party will not, without the prior written consent of the other party, use or disclose to any Person any Proprietary Information of the other party disclosed or made available to it, except for use of such Proprietary Information as required in connection with the performance of its obligations or use of the Services hereunder. Each party will:
(1) treat the Proprietary Information of the other party as secret and confidential,
(2) limit access to the Proprietary Information of the party to those of its employees who require it in order to effectuate the purposes of this Agreement, and
(3) not disclose the Proprietary Information of the other party to any other Person without the prior written consent of the other party.

The following shall not be considered Proprietary Information:
(1) any information that the receiving party can demonstrate by written documentation was within its legitimate possession prior to the time of disclosure by the disclosing party;
(2) any information that was in the public domain prior to disclosure by the disclosing party as evidenced by documents that were published prior to such disclosure;
(3) any information that, after disclosure by the disclosing party, comes into the public domain through no fault of the receiving party,
(4) any information that is disclosed to the receiving party without restriction by a third party who has legitimate possession thereof and the legal right to make such disclosure; or
(5) any information that, two years after expiration or termination of this Agreement, does not constitute a trade secret under applicable law.

Each party acknowledges that disclosure of any aspect of the Proprietary Information of the other party shall immediately give rise to continuing irreparable injury to the other party inadequately compensable in damages at
law, and, without prejudice to any other remedy available to the other party, shall entitle the other party to injunctive or other equitable relief. Upon expiration or termination of this Agreement for any reason, each party shall promptly return to the other party all Proprietary Information of the other party (including all copies thereof) in its possession or control.

During the term of this Agreement and for two years following expiration or termination of this Agreement, Client will not, directly or indirectly, solicit or recruit the services of any employee of "Ecom Management" performing services under this Agreement, while such employee is employed by "Ecom Management" and for a period of six months after such employee has left the employment of "Ecom Management".

 

 
  Optional Services  
 

Client must provide "Ecom Management" with any information, login identifications, passwords or other information or access to facilities that "Ecom Management" may reasonably require to provide the Optional Services "Ecom Management" will have no responsibility for any delays or increased costs or expenses associated with Client’s failure to provide any of such information.
If Client does not provide any such information or access requested by "Ecom Management" within fifteen (15) days of "Ecom Management’s" request therefore, "Ecom Management" may terminate the Order and retain any Service Fees paid.

If Client requested that "Ecom Management" perform the Optional Services by a particular deadline or that "Ecom Management" achieve some particular result or outcome, "Ecom Management" will use commercially reasonable best efforts to perform the Services by any such deadline and achieve the result requested by Client; provided, however, that:
(1) "Ecom Management’s" ability to perform the Services is subject to Client’s provision of information and access as provided above and
(2) "Ecom Management" has no liability or obligation to complete the Services by any deadline or achieve any particular outcome or result.

If Client wishes to convey documents or files to "Ecom Management", Client should deliver to "Ecom Management" a copy or duplicate of such documents or files and not the original copy. "Ecom Management" will not return to Client any documents or files conveyed to "Ecom Management".

"Ecom Management" will have no liability or responsibility for any damage, loss of data, loss of use or other loss occurring in connection with "Ecom Management’s" provision of Optional Services requested by Client.

 
     

 

  Miscellaneous  
 

Independent Contractor.
 "Ecom Management" and Client are independent contractors and nothing contained in this Agreement places "Ecom Management" and Client in the relationship of principal and agent, master and servant, partners or joint venturers. Neither party has, expressly or by implication, or may represent itself as having, any authority to make contracts or enter into any agreements in the name of the other party, or to obligate or bind the other party in any manner whatsoever.

Governing Law; Jurisdiction.
Any controversy or claim arising out of or relating to this Agreement, the formation of this Agreement or the breach of this Agreement, including any claim based upon arising from an alleged tort, shall be governed by the substantive laws of the State of Washington, except that all arbitration and related proceedings including without limitation confirmation proceedings, shall be governed by the Federal Arbitration Act, 9 U.S.C. §§ 1, et. seq. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement. Any suit, action or proceeding concerning this Agreement THAT IS NOT SUBJECT TO MANDATORY ARBITRATION PURSUANT TO SECTION BELOW must be brought in a Washington state or federal court located in Pierce county, Washington, and each of the parties hereby irrevocably consents to the exclusive jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted by applicable law, any objection which it may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such court or that any such suit, action or proceeding which is brought in any such court has been brought in an inconvenient forum.

Mandatory Arbitration.
Notwithstanding Section above, each party agrees that any dispute between the parties arising out of this Agreement or in any manner relating to the Services must be submitted by the parties to arbitration, such as a recognized provider of arbitration services agreed upon by both parties, before a single arbitrator, appointed in accordance with such rules. Any such arbitrator must render a reasoned opinion in writing only where the amount in dispute exceeds $100,000. Judgment upon the award may be entered in any court having jurisdiction thereof. Any such arbitration will be held in the county of Pierce, Washington. Any action filed by either party in any court in violation of this Section should be dismissed pursuant to this Section.

Headings.
The headings herein are for convenience only and are not part of this Agreement.

Entire Agreement; Amendments.
This Agreement, including documents incorporated herein by reference, supersedes all prior discussions, negotiations and agreements between the parties with respect to the subject matter hereof, and this Agreement constitutes the sole and entire agreement between the parties with respect to the matters covered hereby. In case of a conflict between this Agreement and any purchase order, service order, work order, confirmation, correspondence or other communication of Client or "Ecom Management", the terms and conditions of this Agreement shall control. No additional terms or conditions relating to the subject matter of this Agreement shall be effective unless approved in writing by any authorized representative of Client and "Ecom Management". This Agreement may not be modified or amended except by another agreement in writing executed by the parties hereto; provided, however, that these Terms of Service may be modified from time to time by "Ecom Management" in its sole discretion, which modifications will be effective upon posting to "Ecom Management's" web site.

Severability.
All rights and restrictions contained in this Agreement may be exercised and shall be applicable and binding only to the extent that they do not violate any applicable laws and are intended to be limited to the extent necessary so that they will not render this Agreement illegal, invalid or unenforceable. If any provision or portion of any provision of this Agreement shall be held to be illegal, invalid or unenforceable by a court of competent jurisdiction, it is the intention of the parties that the remaining provisions or portions thereof shall constitute their agreement with respect to the subject matter hereof, and all such remaining provisions or portions thereof shall remain in full force and effect.

Notices.
All notices and demands required or contemplated hereunder by one party to the other shall be in writing and shall be deemed to have been duly made and given upon date of delivery if delivered in person or by an overnight delivery or postal service, upon receipt if delivered by facsimile the receipt of which is confirmed by the recipient, or upon the expiration of five days after the date of posting if mailed by certified mail, postage prepaid, to the addresses or facsimile numbers set forth below the parties’ signatures. Either party may change its address or facsimile number for purposes of this Agreement by notice in writing to the other party as provided herein. "Ecom Management" may give written notice to Client via e-mail to the Client’s e-mail address as maintained in "Ecom Management's" billing records.

Waiver.
No failure or delay by any party hereto to exercise any right or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right or remedy by any party preclude any other or further exercise thereof or the exercise of any other right or remedy. No express waiver or assent by any party hereto to any breach of or default in any term or condition of this Agreement shall constitute a waiver of or an assent to any succeeding breach of or default in the same or any other term or condition hereof.

Assignment; Successors.
Client may not assign or transfer this Agreement, or any of its rights or obligations hereunder, without the prior written consent of "Ecom Management". Any attempted assignment in violation of the foregoing provision shall be null and void and of no force or effect whatsoever. "Ecom Management" may assign its rights and obligations under this Agreement, and may engage subcontractors or agents in performing its duties and exercising its rights hereunder, without the consent of Client. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns.

Limitation of Actions.
No action, regardless of form, arising by reason of or in connection with this Agreement may be brought by either party more than two years after the cause of action has arisen.

Counterparts.
 If this Agreement is signed manually, it may be executed in any number of counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. If this Agreement is signed electronically, "Ecom Management’s" records of such execution shall be presumed accurate unless proven otherwise.

Force Majeure.
 Neither party is liable for any default or delay in the performance of any of its obligations under this Agreement (other than failure to make payments when due) if such default or delay is caused, directly or indirectly, by forces beyond such party’s reasonable control, including, without limitation, fire, flood, acts of God, labor disputes, accidents, acts of war or terrorism, interruptions of transportation or communications, supply shortages or the failure of any third party to perform any commitment relative to the production or delivery of any equipment or material required for such party to perform its obligations hereunder.

No Third-Party Beneficiaries.
Except as otherwise expressly provided in this Agreement, nothing in this Agreement is intended, nor shall anything herein be construed to confer any rights, legal or equitable, in any Person other than the parties hereto and their respective successors and permitted assigns. Notwithstanding the foregoing, Client acknowledges and agrees that Microsoft, and any supplier of third-party supplier that is identified as a third-party beneficiary in the Service Description, is an intended third-party beneficiary of the provisions set forth in this Agreement as they relate specifically to its products or services and shall have the right to enforce directly the terms and conditions of this Agreement with respect to its products or services against Client as if it were a party to this Agreement.

Government Regulations.
Client may not export, re-export, transfer or make available, whether directly or indirectly, any regulated item or information to anyone outside the United States in connection with this Agreement without first complying with all export control laws and regulations which may be imposed by the United States government and any country or organization of nations within whose jurisdiction Client operates or does business.

Marketing.
 Client agrees that during the term of this Agreement "Ecom Management" may publicly refer to Client, orally and in writing, as a Client of "Ecom Management". Any other public reference to Client by "Ecom Management" requires the written consent of Client.

 
     

 
 

  General Conduct  
 

The "Ecom Management" network, equipment, and software may be used only for lawful purposes. Any web sites, content, software programs, scripts, and any other property of Client stored or transmitted through the "Ecom Management" network must be of a lawful nature.

 
     


 

  Content  
 

Client may not use the network to transmit, store, or facilitate the transmission by thirds of any material that is in violation of any law, copyright law, trademark law, trade secret, or intellectual property in a manner that will infringe in the rights of others, including rights of ownership, copyrights, privacy, and any other rights that may be infringed as a result of transmission or storage of this material. Client may not use the network to transmit or store any material that is obscene, threatening, abusive, hateful, discriminatory, in pursuit of defamation of a third party, in support of terrorist activities, or in a manner as to communicate messages, support, provide, or transmit any material between parties that are currently at war with the United States or any content or materials that could be used to undermine the security of the United States and its allies.

 

 
  Pornography  
 

Client may not transmit, store, or facilitate the transmission by thirds of any material deemed of an adult nature or pornographic. "Ecom Management" will not host any web sites that are of an adult nature or that include any type of pornography.

 

 
  Child Pornography  
 

"Ecom Management" will cooperate fully with any investigation or law enforcement agency concerning any Client's violation of the Child Pornography act of 1984. This is included and not limited to liability caused by Client's who may be using "Ecom Management" networks, equipment, storage, and software to transmit or archive data, information, and any files regarding child pornography. Clients will be ultimately liable for any infringement of this law or any other law. According to the Child Protection Act, child pornography includes photographs, films, video or any other type of visual presentation that shows a person who is or is depicted as being under the age of eighteen years and is engaged in or is depicted as engaged in explicit sexual activity, or the dominant characteristic of which is the depiction, for a sexual purpose, of a sexual organ or the anal region of a person under the age of eighteen years any written material or visual representation that advocates or counsels sexual activity with a person under the age of eighteen years.

 
     

 

  Email  
 

Client are prohibited from using "Ecom Management" email systems to deliver unsolicited e-mail messages including bulk e-mail advertising, informational announcements, SPAM, and any other unsolicited transmission in a manner that could adversely impact the operation of the "Ecom Management" network and equipment. If Client causes "Ecom Management" IP addresses or hosted domain names to appear in email black lists "Ecom Management" may terminate Client's account without notice. Clients may not send email messages that are intended to harass others, any email messages that are excessive in size with the purpose of saturating the recipients equipment, network, "Ecom Management's" network, "Ecom Management's" equipment, repeatedly send messages to a recipient that has request to stop receiving messages from Client, any e-mail messages with forged headers, any e-mail message with the purpose of mail bomb the recipient, any email messages that violate the policies of any other ISP routing the message, and the e-mail system cannot be used to store data not intended for e-mail routing. You may not use your current subscription to collect information, or route information to a 3rd party, such as another ISP, server, or any other device that will relay SPAM on your behalf from our servers. This includes scripts, programs, or data files designed to collect information through your subscription to be used in connection with any SPAM activity on our network or any other external network.

 
     

 

  Suspension and Termination  
 

Any Client found to be in violation of the Terms of Service("TOS") may have Client's account terminated without notice. In the case where the account is suspended Client must agree in writing to refrain from continuing to violate the TOS and this document must be signed by Client in order to release Client's account from suspension. "Ecom Management" is not responsible and liable for any loss of business, data, merchantability, or fitness of your business or service in the case Client's account is found in violation of the TOS.

 
     

 

  Copyrights  
 

"Ecom Management" cannot control the content that its Clients choose to provide to "Ecom Management" for use in the Clients web site.  It is the Client's responsibility to ensure that the content of provided content does not infringe in any copyrights, trademarks, trade secrets, or intellectual property.

"Ecom Management" upholds the copyright law and expects our Clients to do the same. Unauthorized copying, distribution, modification, public display, or public performance, transmission of copyrighted works is an infringement of the copyright holders' rights.

"Ecom Management" will investigate any allegation of copyright infringement by Clients. If an "Ecom Management" Client is found to be in violation of any copyrights, or any terms of the Terms of Service or Acceptable Use Policy Client accounts may be terminated without notice.

If you are the copyright owner, or an authorized agent of the copyright owner, and you believe an "Ecom Management" Client is in violation of the copyright, please contact our copyright agent at WebMaster@EcomManagement.com
 

 
     

 

  Privacy  
 

"Ecom Management" collects information about their Clients in order to provide better service, including updates to "Ecom Management" services and any other notifications that Client must receive for any reason deemed necessary by "Ecom Management".
"Ecom Management" will only use Client's private information in conjunction with official "Ecom Management" business. Your private information will not be sold or released to third parties.

"Ecom Management" disclaims any liabilities from private information being disclosed as a result of illegal access to "Ecom Management" systems.
 "Ecom Management" strives to keep its systems secured, and however in the unlikely event of a breach "Ecom Management" disclaims all liabilities and responsibilities of your private information from any use or misuse due to security breaches or account intrusions resulting from actions which are beyond "Ecom Management" control.

 
     

 

  Modifications  
 

"Ecom Management" reserves the right to modify the TOS at its discretion without notification.

 
     

 

Home   Terms of Service    Service Provided