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PLEASE READ THIS AGREEMENT CAREFULLY. BY CLICKING ON THE SUBMIT
INFO BUTTON ON THE SIGN UP FORM, YOU ARE AGREEING TO BE BOUND BY
THE TERMS OF THIS AGREEMENT AND ALL TERMS AND CONDITIONS INCORPORATED
BY REFERENCE IN THIS AGREEMENT, INCLUDING Tel-Explorer.com's USAGE
POLICY. YOUR USE OF THE SERVICES CONSTITUTES ACCEPTANCE OF THIS
AGREEMENT.
Tel-Explorer.com reserves the right to reject this Agreement for
any reason or no reason, prior to acceptance thereof by Tel-Explorer.com.
Activation of the Services shall indicate Tel-Explorer.com's acceptance
of this Agreement. Subject to the terms and conditions of this Agreement,
Tel-Explorer.com will provide to Customer the Services selected
by Customer set forth on the Sign up Form.
1. Usage Policy.
Under this Agreement, Customer shall comply with Tel-Explorer.com's
then current "Usage Policy", as amended, modified or updated
from time to time by Tel-Explorer.com, and is incorporated in this
Agreement by reference.
Customer hereby acknowledges that it has reviewed the Usage Policy
and that the terms of the Usage Policy are incorporated herein by
reference. In the event of any inconsistencies between this Agreement
and the Usage Policy, the terms of the Usage Policy shall govern.
Tel-Explorer.com does not intend to systematically monitor the content,
which is submitted to, stored on or distributed or disseminated
by Customer via the Service (the "Customer Content").
Customer Content includes content of Customer's customers and/or
users of Customer's Website. Accordingly, under this Agreement,
you will be responsible for your customers content and activities
on your Website. Not withstanding anything to the contrary contained
in this Agreement, Tel-Explorer.com may immediately take corrective
action, including removal of all or a portion of the Customer Content,
disconnection or discontinuance of any and all Services, or termination
of this Agreement in the event of notice of possible violation by
Customer of the Usage Policy. In the event Tel-Explorer.com takes
corrective action due to a violation of the Usage Policy, Tel-Explorer.com
shall not refund to Customer any fees paid in advance of such corrective
action. Customer hereby agrees that Tel-Explorer.com shall have
no liability to Customer or any of Customer's customers due to any
corrective action that Tel-Explorer.com may take (including, without
limitation, disconnection of Services).
2. Amendment.
Tel-Explorer.com may amend, modify or update this Agreement or the
Usage Policy at any time in its sole discretion, and Customer shall
be bound by any such amendment, modification or update. Tel-Explorer.com
may, but is under no obligation to, provide notice of any amendment,
modification or update of this Agreement or the Usage Policy. Any
modification is effective on the earlier of two days after posting
on Tel-Explorer.com's Website or two days after the sending of a
notice by Tel-Explorer.com to Customer by e-mail or conventional
mail. If any material modification to this Agreement or the Usage
Policy is unacceptable to you, you may terminate your subscription
as provided in Section 3. However, if you do not terminate the Agreement,
or if you continue to use the Services following effectiveness of
the modification, your continued use will mean that you have accepted
that modification. Tel-Explorer.com reserves the right to amend
its service offerings and add, delete, suspend or modify the terms
and conditions of the Services, at any time and from time to time,
and to determine whether and when any such changes apply to both
existing and future customers.
3. Term; Termination; Cancellation Policy.
The Free Trial term of this Agreement shall be as set forth in the
Sign up Form (the "Free Trial"). The Free Trial Term shall
begin upon commencement of the Services to Customer. After the free
trial Term, this Agreement shall automatically renew for successive
terms of equal length as the free trial term, unless terminated
or cancelled by either party as provided in this section. The Free
Trial Term and all successive renewal periods shall be referred
to, collectively, as the "Term".
This Agreement may be terminated (I) by either party by giving the
other party 30 days prior written notice.
4. Billing and Payment.
All fees for the Services shall be in accordance with Tel-Explorer.com's
fee schedule then in effect, the terms of which are incorporated
herein by reference, and shall be due at the times provided therein.
A $15.00 late fee will apply to accounts past due more than fifteen
(15) calendar days from the due date. Tel-Explorer.com may, with
30 days notice to Customer, amend the Services and/or the rates
and fees it charges for the Services. Fees for renewal periods after
the Free Trial Term shall be due and owing immediately upon the
first day of such renewal period. Tel-Explorer.com may impose a
debt service charge equal to one and one-half percent (1.5%) of
the overdue balance (or such lesser amount as may be required by
law) for each month or fraction thereof the overdue amount remains
unpaid. In addition, in the event that any amount due Tel-Explorer.com
remains unpaid twenty (20) days after such payment is due, Tel-Explorer.com,
in its sole discretion, may immediately terminate this Agreement,
and/or withhold or suspend Services. There will be a $30.00 charge
to reinstate accounts that have been suspended or terminated, provided
the account was not terminated for Spam. Customer shall pay all
taxes, fees and governmental charges relating to the Services provided
hereunder (other than income taxes of Tel-Explorer.com).
Customer agrees that Tel-Explorer.com may pre-charge Customer's
fees for the Services to the credit card supplied by Customer during
registration.
Returned checks will be assessed a $30.00 charge. Wire transfers
will be assessed a $30.00 charge.
5. Username and Password Rights.
The username and password established when joining Tel-Explorer.com
is the property of the company that created. Usage of this username
and password without proper notification and agreement with the
company that owns it, is considered prohibited and punishable by
law. This includes usage of Username and Passwords to provide third party sites with data listed on Tel-Explorer.com.
6. Caching.
Customer expressly (I) grants to Tel-Explorer.com a license to cache
the entirety of the Customer Content, including content supplied
by third parties, hosted by Tel-Explorer.com under this Agreement
and (ii) agrees that such caching is not an infringement of any
of Customer's intellectual property rights or any third party's
intellectual property rights.
7. CPU Usage.
Customer agrees that Customer shall not use excessive amounts of
CPU processing on any of Tel-Explorer.com's servers. Any violation
of this policy may result in corrective action by Tel-Explorer.com,
including assessment of additional charges, disconnection or discontinuance
of any and all Services, or termination of this Agreement, which
actions may be taken in Tel-Explorer.com's sole and absolute discretion.
If Tel-Explorer.com takes any corrective action under this section,
Customer shall not be entitled to a refund of any fees paid in advance
prior to such action.
8. Property Rights.
Tel-Explorer.com owns all right, title and interest in and to the
Services and Tel-Explorer.com's trade names, trademarks, service
marks, inventions, copyrights, trade secrets, patents, know-how
and other intellectual property rights relating to the design, function,
marketing, promotion, sale and provision of the Services and the
related hardware, software and systems ("Marks"). Noting
in this Agreement constitutes a license to Customer to use or resell
the Marks.
9. Disclaimer of Warranty.
Customer agrees to use all Services and any information obtained
through or from Tel-Explorer.com, at Customer's own risk. Customer
acknowledges and agrees that Tel-Explorer.com exercises no control
over, and accepts no responsibility for, the content of the information
passing through Tel-Explorer.com's host computers, network hubs
and points of presence or the Internet. THE SERVICES PROVIDED UNDER
THIS AGREEMENT ARE PROVIDED ON AN AS IS, AS AVAILABLE BASIS. NONE
OF Tel-Explorer.com, ITS PARENT, SUBSIDIARY OR AFFILIATED CORPORATIONS,
OR ANY OF THEIR RESPECTIVE EMPLOYEES, OFFICERS, DIRECTORS, SHAREHOLDERS,
AFFILIATES, AGENTS, SUPPLIERS, THIRD-PARTY INFORMATION PROVIDERS,
MERCHANTS, LICENSORS OR THE LIKE (EACH, AN "Tel-Explorer.com
PERSON") MAKE ANY WARRANTIES OF ANY KIND, EITHER EXPRESSED
OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY
OR FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT, FOR THE
SERVICES OR ANY EQUIPMENT Tel-Explorer.com PROVIDES. NO Tel-Explorer.com
PERSON MAKES ANY WARRANTIES THAT THE SERVICES WILL NOT BE INTERRUPTED
OR ERROR FREE; NOR DO ANY OF THEM MAKE ANY WARRANTIES AS TO THE
RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES OR AS
TO THE ACCURACY, RELIABILITY OR CONTENT OF ANY INFORMATION, SERVICES
OR MERCHANDISE CONTAINED IN OR PROVIDED THROUGH THE SERVICES. Tel-Explorer.com
IS NOT LIABLE, AND EXPRESSLY DISCLAIMS ANY LIABILITY, FOR THE CONTENT
OF ANY DATA TRANSFERRED EITHER TO OR FROM CUSTOMER OR STORED BY
CUSTOMER OR ANY OF CUSTOMER'S CUSTOMERS VIA THE SERVICES PROVIDED
BY Tel-Explorer.com. NO ORAL ADVICE OR WRITTEN INFORMATION GIVEN
BY ANY Tel-Explorer.com PERSON, WILL CREATE A WARRANTY; NOR MAY
YOU RELY ON ANY SUCH INFORMATION OR ADVICE. The terms of this section
shall survive any termination of this Agreement.
10. Indemnification.
Customer agrees to indemnify, defend and hold harmless Tel-Explorer.com
and its parent, subsidiary and affiliated companies, and each of
their respective officers, directors, employees, shareholders and
agents (each an "indemnified party" and, collectively,
"indemnified parties") from and against any and all claims,
damages, losses, liabilities, suits, actions, demands, proceedings
(whether legal or administrative), and expenses (including, but
not limited to, reasonable attorney's fees) threatened, asserted,
or filed by a third party against any of the indemnified parties
arising out of or relating to (I) Customer's use of the Services,
(ii) any violation by Customer of the Usage Policy, (iii) any breach
of any representation, warranty or covenant of Customer contained
in this Agreement or (iv) any acts or omissions of Customer. The
terms of this section shall survive any termination of this Agreement.
11. Limitation of Liability.
Customer agrees that no Tel-Explorer.com Person, under any circumstances,
shall be held responsible or liable for situations where the Services
are accessed by third parties through illegal or illicit means,
including situations where such data is accessed through the exploitation
of security gaps, weaknesses or flaws (whether known or unknown
to Tel-Explorer.com at the time) which may exist in the Services
or Tel-Explorer.com's equipment used to provide the Services.
Under no circumstances, including negligence, shall any Tel-Explorer.com
Person be liable for any indirect, incidental, special, consequential
or punitive damages, or loss of profits, revenue, data or use by
Customer, any of its customers, any Reseller Customer or any other
third party, whether in an action in contract or tort or strict
liability or other legal theory, even if Tel-Explorer.com has been
advised of the possibility of such damages. No Tel-EXplorer.com
Person shall be liable to Customer, any of its customers, any Reseller
Customer or any other third party, for any loss or damages that
result or are alleged to have resulted from the use of or inability
to use the Services, or that results from mistakes, omissions, interruptions,
deletion of files, loss of data, errors, viruses, defects, delays
in operations, or transmission or any failure of performance, whether
or not limited to acts of God, communications failure, theft, destruction
or unauthorized access to Tel-Explorer.com's records, programs,
equipment or services.
12. Force Majeure.
Tel-Explorer.com shall not be liable for failure or delay in performing
it obligations hereunder if such failure or delay is due to circumstances
beyond its reasonable control, including, without limitation, acts
of any governmental body, war, insurrection, sabotage, embargo,
fire, flood, strike or other labor disturbance, interruption of
or delay in transportation, unavailability of, interruption or delay
in telecommunications or third party services (including DNS propagation),
failure of third party software or hardware or inability to obtain
raw materials, supplies or power used in or equipment needed for
provision of the Services.
13. Governing Law; Jurisdiction; Arbitration.
This Agreement shall be governed in all respects by Florida law
without regard to the conflict of law provisions thereof. Both parties
submit to personal jurisdiction in Florida. Any controversy or claim
arising out of, relating to or in connection with this Agreement,
or the breach thereof, shall be subject to arbitration administered
by the American Arbitration Association ("AAA") in accordance
with its then existing Commercial Arbitration Rules (collectively,
the "AAA Rules") and judgment upon the award rendered
by the arbitrator may be entered in any court having jurisdiction
thereof. The place of arbitration shall be, Florida, or any other
place selected by mutual agreement of the parties. An award rendered
in connection with an arbitration pursuant to this Section shall
be final and binding upon the parties and the parties agree and
consent that the arbitral award shall be conclusive proof of the
validity of the determinations of the arbitration's set forth in
the award, and any judgment upon such an award may be entered and
enforced in any court of competent jurisdiction. The parties agree
that the award of the arbitral tribunal will be the sole and exclusive
remedy between them regarding any and all claims and counterclaims
between them with respect to the subject matter of the arbitrated
dispute. The parties hereby waive all in personam jurisdictional
defenses in connection with any arbitration hereunder or the enforcement
of an order or award rendered pursuant thereto. In any legal action,
the prevailing party will be entitled to recover all legal expenses
incurred in connection with the action, including but not limited
to its costs, both taxable and non-taxable, and reasonable attorney's
fees. The terms of this section shall survive any termination of
this Agreement.
14. Assignment.
Customer shall not have the right to assign this Agreement without
the prior written consent of Tel-Explorer.com. This Agreement shall
be binding upon and inure to the benefit of Customer and Tel-Explorer.com
and their successors and permitted assigns.
15. Entire Agreement; Severability.
This Agreement, together with the Sign up Form and any other documents
or agreements specifically identified in this Agreement, represents
the entire agreement between the parties, and supercedes all previous
representations, understandings or agreements. If any provision
of this Agreement shall be held by a court of competent jurisdiction
to be invalid, unenforceable, or void, the remainder of this Agreement
shall remain in full force and effect.
Customer hereby represents that he, she or it is either, an individual
entering this Agreement for his or her personal use and is over
18 years of age, or a corporation, limited partnership or other
legal entity, duly organized, validly existing and in good standing
under the laws of the state of its organization and the person acting
on behalf of Customer is duly authorized to accept, execute and
deliver this Agreement on behalf of Customer.
16. Inventory
All inventory listed on this website by your company, and/or on
your company website, must be in your possession at the time of
listing. Any failure to comply is prohibited and is punishable by
account deletion and/or banishment from Tel-Explorer.com.
17. Third Party Data Mirroring
All inventory, data, pictures, logos and any other information listed on Tel-Explorer is for private use only on Tel-Explorer.com ONLY, any Third Parties found using or mirroring said information listed on Tel-Explorer will be in violation of our legal agreement and will have legal action taken against
them.
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