Legal and User Agreements

This User Agreement ("Agreement") is an agreement between and the party set forth in the related Sign up form incorporated herein by reference (together with any subsequent forms submitted by Customer, the "Sign up Form"), and applies to the purchase of all services (collectively, the "Services") ordered by Customer on the Sign up Form. Such party is referred to in this Agreement as "Customer" or "you". 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's USAGE POLICY. YOUR USE OF THE SERVICES CONSTITUTES ACCEPTANCE OF THIS AGREEMENT. reserves the right to reject this Agreement for any reason or no reason, prior to acceptance thereof by Activation of the Services shall indicate's acceptance of this Agreement. Subject to the terms and conditions of this Agreement, 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's then current "Usage Policy", as amended, modified or updated from time to time by, 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. 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, 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 takes corrective action due to a violation of the Usage Policy, shall not refund to Customer any fees paid in advance of such corrective action. Customer hereby agrees that shall have no liability to Customer or any of Customer's customers due to any corrective action that may take (including, without limitation, disconnection of Services). 2. Amendment. 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. 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's Website or two days after the sending of a notice by 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. 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'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. 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. 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 remains unpaid twenty (20) days after such payment is due,, 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 Customer agrees that 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 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 6. Caching. Customer expressly (I) grants to a license to cache the entirety of the Customer Content, including content supplied by third parties, hosted by 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's servers. Any violation of this policy may result in corrective action by, including assessment of additional charges, disconnection or discontinuance of any and all Services, or termination of this Agreement, which actions may be taken in's sole and absolute discretion. If 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. owns all right, title and interest in and to the Services and'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, at Customer's own risk. Customer acknowledges and agrees that exercises no control over, and accepts no responsibility for, the content of the information passing through'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, 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 " 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 PROVIDES. NO 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. 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 NO ORAL ADVICE OR WRITTEN INFORMATION GIVEN BY ANY 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 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 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 at the time) which may exist in the Services or's equipment used to provide the Services. Under no circumstances, including negligence, shall any 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 has been advised of the possibility of such damages. No 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's records, programs, equipment or services. 12. Force Majeure. 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 This Agreement shall be binding upon and inure to the benefit of Customer and 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 17. Third Party Data Mirroring All inventory, data, pictures, logos and any other information listed on Tel-Explorer is for private use only on 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.