Service Agreement
1. Acceptance of Terms
This is a legal agreement ("Agreement") between you, the user, together with any company or other business entity
you are representing, if any (collectively, the "Member") and Covenant WebPresence Design and Support ("CWP"),
div. of Counsel Escondido, LLC. This Agreement governs the access and use of all services for which Member
registers and which are provided by or through the CWP Web Site and CWP's online resources, including without
limitation the CWP Web site building and hosting services (collectively, the "Service"). IF YOU DO NOT AGREE TO
THE TERMS OF THIS AGREEMENT, DO NOT PURCHASE, USE OR ACCESS THE SERVICE.
The Service is offered to Member conditioned upon Member's acceptance without modification of this Agreement.
Member acknowledges that, from time to time, it may be necessary for CWP to update or revise certain provisions of
the Agreement. By joining CWP and accepting this Agreement, Member agrees that CWP may change the terms of the
Agreement in its sole discretion without specific notice to Member. If Member does not agree to the changes proposed
by CWP, or to any terms in this Agreement, Member's sole and exclusive remedy is to cancel Member's CWP account
("Member's Account"). Notwithstanding the foregoing, CWP reserves the right to cancel, suspend or refuse access to
the Service to anyone in its sole discretion. Unless explicitly stated otherwise, any new features or products that
change, augment or enhance the current Service shall be subject to this Agreement.
2. General Use of the Service
Member shall not use the Service, in whole or in part, for any purpose that is unlawful or prohibited by this Agreement.
Member agrees that Member will not modify, copy, distribute, transmit, display, perform, reproduce, publish, license,
create derivative works from, frame in another web page, use on any other Web site, transfer, or sell any information,
software, lists of users, databases or other lists, products or services provided through or obtained from the Service
other than for use in creating a Web site ("Member Web Site") in accordance with this Agreement. This means, among
other activities, that Member agrees not to engage in the practices of "screen scraping", "database scraping", or any
other activity with the purpose of obtaining lists of users or other information. Member agrees that Member will not use
the Service in any manner that could damage, disable, overburden, or impair the Service or interfere with any other
party's use and enjoyment of the Service. Member may not obtain or attempt to obtain any materials or information
through any means not intentionally made available or provided for through the Service. Except with the written
permission of CWP, Member agrees that Member will not access or attempt to access password protected, secure or
non-public areas of the Service. If Member attempts to access prohibited areas of the Service, Member may be subject
to prosecution.
3. Charges and Billing
CWP reserves the right to charge fees for the Service or any portion thereof and any applicable fees will be posted on
the CWP Web Site. If Member is required to pay a fee for all or any part of the Service for which Member has chosen
to register. Member agrees to make payments to CWP via PayPal Payment Services. If Member's fails to make
payments in accordance with the terms contained herein, access to the Service may be disconnected or interrupted.
All fees shall be paid in U.S. dollars. CWP shall consider ownership of an account and its constituent site(s) to be the
identity of the person providing payment.
CWP reserves the right to change any fees (which includes but is not limited to, increasing prices and charging a fee
for upgrades and/or a Service for which CWP does not currently charge a fee) at any time, provided, however, that
CWP will provide you with reasonable notice prior to making any fee changes. In addition, CWP will also give you
reasonable notice before any modification to the Service that could adversely impact your Member Site. If you find any
change to the Service to be unacceptable, you are free to cancel any part of the Service or your Member Account at
any time, but CWP will not refund any remaining portion of Member's pre-paid fees when Member cancels any part of
the Service or Member's Account and Member may be charged a cancellation fee.
Member agrees to pay CWP in full for all services according to the following:
i. For the initiation of service, CWP will provide by email an initial invoice. Member agrees to pay this invoice,
using PayPal Payment Services, prior to the commencement of service.
ii. For the continuation of service from month to month, CWP agrees to provide a monthly invoice via email on or
about the 20th day of each month. Member agrees to pay this invoice, using PayPal Payment Services, prior to the
1st day of the month for which service will be provided.
Member agrees to pay Member's Account balance on time. Member also agrees to pay any taxes, including sales or
use taxes, if applicable, resulting from Member's use of the Service. Member is responsible and liable for any fees,
including attorney and collection fees, that CWP may incur in its efforts to collect any remaining balances due from
Member. This Section 3 shall in no way limit any other remedies available to CWP. Member also acknowledges and
agrees that Member will be billed for and will pay any outstanding balances if Member cancels Member's Account or
Member's Account is terminated due to Member's breach of this Agreement. Member must notify CWP of any billing
problems or discrepancies within sixty (60) days after they first appear on Member's credit card account statement. If
Member does not notify CWP within sixty (60) days, Member waives any right to dispute such problems or
discrepancies.
4. Member Registration/Privacy Policy
In order for Member to participate in the Service, CWP will require Member to provide specific information about
Member and/or and Member's business. If Member chooses to participate and build a Member Web Site, Member
agrees to provide true, accurate and complete information and to refrain from impersonating or falsely representing
Member's affiliation with any person or entity. Member shall be responsible for maintaining the confidentiality of
Member's Account and password and shall be responsible for any and all transactions by users given access to such
account or password and any and all consequences of use or misuse of such account and password. Member shall be
responsible for all actions by such users, including without limitation former employees and former partners, and shall
indemnify CWP for such actions as set forth in Section 14.
Any information supplied by Member upon registering for the Service and any other information about Member and/or
Member's business (collectively, "Member Data") is used for the expressed purposes stated herein, and may not be
used for any other purpose, distribution or other use without prior written permission of Member.
5. Member Account Limitations
Member hereby acknowledges that CWP may, from time to time, establish general practices and limits concerning the
use of the Service, including without limitation, (a) the maximum number of days that email messages, guest book
entries, discussion board postings or other content posted on the Member Web Site will be retained by CWP, (b) the
maximum limits on bandwidth usage that will be allotted to Member, (c) maximum limits on storage space, (d) the
maximum number of Web sites per Member Account, (e) maximum limits on the number of pages within each Member
Web Site, and (f) maximum time limitations for the retention of Member Content following a Trial Period. Any of the
foregoing limits will be consistent with the Service (including any upgrades) for which Member has registered. Member
agrees that CWP has no responsibility or liability for the deletion or failure to store any content maintained or
transmitted by the Service. Member further acknowledges and agrees that CWP reserves the right to change these
general practices and limits at any time, in its sole discretion, with or without notice. Member also acknowledges that
any references to unlimited Web sites (“Unlimited”) offered per paying account shall be defined as not exceeding 99
sub domain sites per paying account. CWP reserves the right to charge member for any third party fees associated
with the creation of additional sites, including but not limited to domain registration fees.
6. Content Submitted to CWP
The CWP Web Site includes a number of venues such as Member Web sites and Web pages, Discussion Boards
and/or other message or communication facilities designed to enable Members to disseminate and exchange thoughts
and opinions to and with other users or the public. Although CWP firmly believes in the value of free and open
dissemination and exchanges, it is under no obligation, but does reserve the right, to monitor, pre-screen, or otherwise
censor Member's Website content and opinions. Therefore, CWP cannot be responsible for the appropriateness,
accuracy, sufficiency, correctness, veracity, completeness, or timeliness of such content and opinions. Member
acknowledges that Member should always use caution when posting any personally identifying information about
Member or Member's employees on the CWP Web Site, the Member Web Site, or any other user Web sites.
7. Member Conduct
Member's right to use the Service is personal to Member and Member's company and its employees (if applicable).
Member, and not CWP, is entirely responsible for all information, data, text, software, music, sound, photographs,
graphics, video, messages or other materials ("Member Content") posted via the Service. Member, and not CWP, is
also responsible for compliance with all laws, regulations and ordinances connected with all aspects of Member's use
of the Service. Member shall not use the Service for any illegal purpose in violation of any local, state, federal or
international law. Member must provide all required and appropriate warnings, information and disclosure, comply with
all applicable laws and regulations, and take all other required and appropriate actions (collectively, "Information and
Actions") in connection with Member's use of the Service. If the Service does not provide adequate facility or features
for Member to provide such Information and Actions, then Member shall not use the Service.
CWP does not verify the Member Content posted via the Service and as such, does not guarantee the accuracy,
integrity or quality of such content. CWP reserves the right, but is not obligated to review the Member Content posted
via the Service and to refuse or remove any such materials in its sole discretion, without notice at any time. CWP also
reserves the right to disclose any information or materials as necessary to satisfy any applicable law, regulation, legal
process or governmental request, or to edit, refuse to post or remove any information or materials, in whole or in part,
from the Member Content in CWP's sole discretion. With respect to the content on the Member Web Site, Member
agrees not to:
a. post, upload or otherwise transmit any content which is misleading to others or impersonate any person or entity or
falsely state or otherwise misrepresent Member's affiliation with a person or entity to others, including, but not limited
to, consumers;
b. post, upload or otherwise transmit any content that is threatening, abusive, harassing, tortious, defamatory,
obscene, libelous, invasive of another's privacy, hateful, or racially and ethnically objectionable;
c. post, upload or otherwise transmit any content that Member does not have a right to post and transmit under any
law or under contractual or fiduciary relationships (such as information learned or disclosed as part of employment
relationships or under nondisclosure agreements);
d. post, upload or otherwise transmit any content, such that such posting, uploading, or transmission constitutes the
infringement of any patent, trademark, trade secret, copyright or other proprietary rights of any party;
e. post, upload or otherwise transmit any materials that contain software viruses or any other computer code, files or
programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or
telecommunications equipment and/or attempt to access the accounts of others, or attempt to penetrate security
measures of CWP, its vendors or suppliers or other entities' systems ("hacking"), whether or not the intrusion results in
corruption or loss of data;
f. post, upload or otherwise transmit any materials that impose an unreasonable or disproportionately large load on
CWP's infrastructure that exceed the limits provided by the Service for which Member registered;
g. post, upload or transmit any unsolicited or unauthorized advertising, promotional materials, "spam," "chain letters,"
"pyramid schemes," or any other form of solicitation;
h. interfere with or disrupt the Service or servers or networks connected to the Service, or disobey any requirements,
procedures, policies or regulations of networks connected to the Service;
i. intentionally or unintentionally violate any applicable local, state, national or international law, including, but not
limited to, regulations promulgated by the U.S. Securities Exchange Commission, any rules of national or other
securities exchange, including without limitation, the New York Stock Exchange, the American Stock Exchange or the
NASDAQ, and any regulations having the force of law;
j. forge any headers or other manipulation of identifiers in order to disguise the origin of any content transmitted
through the Service;
k. promote or provide instructional information about illegal activities, promote physical harm or injury against any
group or individual, or promote any act of cruelty to animals; or
l. sell, distribute, disseminate or link to any sites for marketing, sales, distribution of: firearms, explosives, ammunition,
liquor, tobacco products and any other products or services that (i) Member cannot legally sell, (ii) are
misrepresented, and/or (iii) if sold via the Member Web Site could cause CWP to violate any law, statute or regulation.
m. post or disclose any personal or private information or images about children or any third party without their
consent (or a parent's consent in the case of a minor).
CWP may terminate Member's account for failure to comply with the above listed rules of Member Conduct.
Additionally, CWP may request Member to place all or any portion of the Member Content behind password protection
if CWP determines that such content is inappropriate for the community at large but does not otherwise violate the
terms of this Agreement. If CWP has requested Member to place Member Content behind password protection or if
Member independently determines that the Member Content appropriately belongs behind password protection,
Member may not publish the password in such a way that negates the limited-access nature of the password protected
site. If CWP requests Member to place any Member Content behind password protection and Member fails to do so
promptly, CWP reserves the right to (a) place such content behind password protection itself, or (b) terminate
Member's Account.
8. Third Party Content
For Member's convenience, the Service, which includes the CWP Web Site Services, may, if authorized by the
Member, contain products, services, content and information from third party providers (which includes advertisers and
affiliates) and/or links to their Web sites ("Third Party Content"). Such Third Party Content is not under the control of
CWP and CWP is not responsible for such content, including, without limitation, any link contained in such content, or
any changes or updates to such content. CWP is under no obligation, but does reserve the right to pre-screen Third
Part Content available on the Service and does not assume any responsibility or liability for the content provided by
others. CWP is providing such Third Party Content to Member only as a convenience, and the inclusion of such
content does not imply endorsement by CWP of such content or the affiliate or advertiser. Member may be subject to
additional and/or different terms, conditions, and privacy policies when using third party products, services, content,
software, or sites. CWP does reserve the right to remove content that, in CWP's judgment, does not meet its
standards, but CWP is not responsible for any failure or delay in removing such material.
CWP is not and will not be responsible for (i) the terms and conditions of any transaction between Member and any
third party, (ii) any insufficiency of or problems with any such third party's background, insurance, credit or licensing,
or (iii) the quality of services performed by any such third party or any other legal liability arising out of or related to the
performance of such services. In the event that Member has a dispute with any such third party, Member releases
CWP (and its affiliates, suppliers, agents and employees) from any and all claims, demands and damages (actual and
consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and
undisclosed, arising out of or in any way connected with such disputes.
9. DISCLAIMER OF WARRANTIES.
MEMBER EXPRESSLY UNDERSTANDS AND AGREES THAT:
(A) MEMBER'S USE OF THE SERVICE IS AT MEMBER'S SOLE RISK. CWP AND ITS SUPPLIERS PROVIDE THE
SERVICE, INCLUDING ALL CONTENT, SOFTWARE, FUNCTIONS, MATERIALS AND INFORMATION MADE AVAILABLE
ON OR ACCESSED THROUGH THE SERVICE, THE CWP WEB SITE AND THE MEMBER WEB SITE "AS IS" AND
WITHOUT ANY WARRANTY OR CONDITION OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED
TO, THE IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-
INFRINGEMENT.
(B) CWP AND ITS SUPPLIERS MAKE NO WARRANTY THAT (i) THE SERVICE WILL MEET MEMBER'S
REQUIREMENTS, (ii) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE, AND (iii) THE
QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION OR OTHER MATERIAL PURCHASED OR OBTAINED BY
MEMBER THROUGH THE SERVICE WILL MEET MEMBER'S EXPECTATIONS.
(C) ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE, THE CWP
WEB SITE OR MEMBER WEB SITES IS DONE AT MEMBER'S OWN DISCRETION AND RISK, AND MEMBER WILL BE
SOLELY RESPONSIBLE FOR ANY DAMAGE TO MEMBER'S COMPUTER SYSTEM OR LOSS OF DATA THAT
RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL.
10. LIMITATION OF LIABILITY
IN NO EVENT SHALL CWP AND/OR ITS SUPPLIERS BE LIABLE FOR ANY INDIRECT, PUNITIVE, SPECIAL,
INCIDENTAL OR CONSEQUENTIAL OR ANY DAMAGES WHATSOEVER, INCLUDING, BUT NOT LIMITED TO,
DAMAGES FOR LOSS OF USE, DATA OR PROFITS (HOWEVER ARISING, INCLUDING NEGLIGENCE) EVEN IF CWP
OR ANY OF ITS SUPPLIERS HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES, ARISING OUT OF OR IN
CONNECTION WITH (A) THE USE OR INABILITY TO USE THE SERVICE, (B) THE PROVISION OF OR FAILURE TO
PROVIDE SERVICES, (C) FOR ANY INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS
OBTAINED THROUGH THE SERVICE OR OTHERWISE ARISING OUT OF THE USE OF THE SERVICE, (D)
STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICE, OR (E) ANY OTHER MATTER RELATING
TO THE SERVICE. SOME STATES DO NOT ALLOW THE LIMITATION OF LIABILITY, SO THE FOREGOING
LIMITATION MAY NOT APPLY TO MEMBER. IN NO EVENT SHALL CWP'S AGGREGATE LIABILITY TO MEMBER
AND/OR ANY THIRD PARTY ARISING FROM OR RELATING TO THIS AGREEMENT EXCEED THE AMOUNT MEMBER
ACTUALLY PAYS TO CWP UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE DATE
THE CLAIM AROSE OR $500.00, WHICHEVER IS LESS. Without limiting the foregoing, neither CWP nor its suppliers is
responsible for any of Member's data residing on the Service or CWP's suppliers' hardware. Member is responsible for
backing-up Member's data and information that may reside on the Service or CWP's suppliers' hardware, whether or
not such information is produced through the use of the Service. It is Member's responsibility to take the necessary
steps to ensure that Member's primary means of business is maintained (if applicable).
11. Proprietary Rights to Member Content
CWP does not claim ownership of the Member Content that Member provides to CWP and/or places on the Member
Web Site. However, Member grants CWP a worldwide, royalty-free, non-exclusive license to (i) host, use, reproduce,
modify, distribute, transmit, combine with information provided by third parties, and publicly display the Member
Content on and through the Service and in CWP's promotional or advertising materials (only for the limited purpose of
promoting the Service), and (ii) sublicense to third parties such Member Content to the extent necessary for the
creation and maintenance of, in part or in whole, such Web sites. No compensation will be paid or due Member with
respect to CWP's or its sublicensee's use of the materials as licensed above. By posting messages, uploading files,
inputting data, submitting any feedback or suggestions, or engaging in any other form of communication with or
through any Member Web site, Member warrants and represents that Member owns or otherwise controls the rights
necessary to do so and to grant CWP the license set forth above, and, pursuant to the terms set forth in Section 14,
Member will defend and indemnify CWP and its suppliers from any third party claim related to a breach of any of the
foregoing representations and warranties.
12. CWP Proprietary Rights/Software Licenses
Member acknowledges and hereby agrees that the Service and any software used in connection with the Service (the
"Software") contain proprietary and confidential information that is protected by applicable intellectual property and
other laws. Member further acknowledges and agrees that content contained in sponsor advertisements or information
presented to Member through the Service, advertisers and/or Discussion Boards is protected by applicable copyrights,
trademarks, service marks, patents and other proprietary rights and laws.
CWP provides Member with a non-exclusive, non-transferable, limited license to use the Software, which Member
agrees to use in accordance with this Agreement. Member may not sub-license or charge others to use or access the
Software without first obtaining written permission or a written agreement from CWP. The Software is owned by CWP
and/or its suppliers and is protected to the maximum extent permitted by copyright laws and international treaty
provisions. Any reproduction, modification, creation of derivative works from or redistribution of the Software is
expressly prohibited, and may result in severe civil and criminal penalties. The Software, its structure, sequence and
organization and source code are considered trade secrets of CWP and its suppliers and are protected by trade
secret laws. WITHOUT LIMITING THE FOREGOING, COPYING OR REPRODUCING THE SOFTWARE TO ANY OTHER
SERVER OR LOCATION FOR FURTHER REPRODUCTION OR REDISTRIBUTION IS EXPRESSLY PROHIBITED.
MEMBER MAY NOT DECOMPILE OR DISASSEMBLE, REVERSE ENGINEER OR OTHERWISE ATTEMPT TO
DISCOVER ANY SOURCE CODE CONTAINED IN ANY SOFTWARE PROVIDED HEREUNDER.
13. Indemnification
Member agrees to indemnify and hold CWP and its suppliers, affiliates, partners, subsidiaries and employees
(collectively, the "Indemnified Parties") harmless from any and all claims and demands, losses, liability costs and
expenses (including, but not limited to, reasonable attorneys' fees), incurred by an Indemnified Party arising out of or
related to (i) Member's breach of this Agreement; (ii) any information (including but not limited to Member Data and
Member's publicly posted information) submitted, posted, or otherwise provided by Member at the Member Web Site
and/or to CWP and/or its affiliates; (iii) any dispute or litigation between an Indemnified Party and a third party caused
by Member's actions; and (iv) Member's negligence or violation or alleged violations of any rights of another. These
obligations will survive any termination of Member's relationship with CWP or Member's use of the Service. To the
fullest extent permitted by law, the foregoing indemnity will apply regardless of any fault, negligence, or breach of
warranty or contract of CWP and/or its suppliers, affiliates, partners, subsidiaries and employees.
14. Copyright and Trademark Notices
All materials of the Service and the Software (as well as the organization and layout of the CWP Web Site) are owned
and copyrighted or licensed by CWP, its affiliates or its suppliers. All rights reserved. No reproduction, distribution, or
transmission of the copyrighted materials of the Service, which includes the CWP Web Site and/or the Software, is
permitted without the written permission of CWP. Any rights not expressly granted herein are reserved.
Member agrees not to display or use the CWP Marks in any manner whatsoever without CWP's prior permission. From
time to time CWP may offer a limited license to Members to display CWP award logos or other symbols of merit on
Member Web Sites after CWP in its sole discretion confers such distinctions to the applicable Members. However,
CWP reserves the right to withdraw such logos or symbols and delete them in its sole discretion for any reason.
15. Notification of Claims of Copyright Infringement
Any notifications of claimed copyright infringement should be sent to CWP's Registered Agent. Please see CWP's
Copyright Policy at CWP's Copyright Policy for more information.
16. Modification of the Service
CWP reserves the right, at its sole discretion, to, at any time, modify, or discontinue the Service, temporarily or
permanently, (or any part thereof), including the imposition of limits on certain features and services or restriction of
access to parts or all of the Service, with or without notice. Member agrees that CWP shall not be liable to Member or
to any third party for any modification, suspension or discontinuance of the Service. Member further agrees that CWP
shall have the right to remove any Element from the Member Web Site, with or without notice to Member, at any time at
CWP's sole discretion, if CWP discontinues offering the Element for any reason. If Member does not agree to any such
modifications, Member's sole and exclusive remedy is to cancel Member's Account.
17. Termination/Cancellation of Member Account
Either Member or CWP may terminate or cancel Member's Account (or any part of the Service) at any time, but CWP
will not refund any pre-paid fees upon such termination or cancellation.
a. Termination by Member. You may cancel your Member Account or any part of the Service at any
time. To cancel your Service, you must do so in writing by Internet email directed to admin@covenantwebpresence.
com. Member will receive a cancellation confirmation via email after CWP processes Member's cancellation request.
CWP reserves the right to collect fees, surcharges or costs incurred before Member cancels Member's Account in
addition to the applicable cancellation fee(s).
You must provide us with the following information in order for us to process your cancellation:
§ The exact name of the Service that you would like to cancel
§ Your username and password (if any)
§ Your email address
§ Your billing information, including the credit card number you used when purchasing the Service
§ Your reason for canceling the Service
Termination by CWP. CWP may terminate Member's Web Site and/or Member's Account if CWP determines, in CWP's
sole discretion, to discontinue offering the Service. Additionally, CWP, in its sole discretion, may terminate Member's
Web Site, Member's Account or Member's use of the Service for any reason, including, without limitation, (i) if Member
breaches this Agreement, (ii) if CWP is unable to verify or authenticate any information that Member provides to CWP,
or (iii) if CWP believes that Member has violated or acted inconsistently with the spirit of this Agreement. If CWP
terminates Member's Account pursuant to (i), (ii) or (iii) above, Member will forfeit all credits, pre-paid fees, and any
other amounts accruing to Member, if any, and CWP shall not be required to refund, redeem, or pay amounts to
Member upon such termination.
b. Effect of Termination. Upon termination of Member's Account for any reason, CWP reserves the
right to (a) collect all charges, fees, commitments and obligations incurred or accrued by Member; (b) delete any
Member Content, listings, messages or other information in connection with Member's Account; (c) prohibit Member's
access to Member's Account, including without limitation by deactivating Member's password; and (d) refuse Member
future access to the Service. In no event shall CWP be required to refund, redeem, or pay amounts to Member upon
termination of Service or return any Member Content.
Member understands and agrees that the cancellation of Member's Account is Member's sole right and remedy with
respect to any dispute with CWP. This includes, but is not limited to, any dispute related to, or arising out of: (1) any
term of this Agreement or CWP's enforcement or application of any such term; (2) any policy or practice of CWP,
including CWP's Privacy Policy and Copyright Policy, or CWP's enforcement or application of these policies; (3) the
content available through the Service or any change in content provided through the Service; (4) Members' ability to
access or use the Service or Member's Web Site; or (5) the amount or type of fees, surcharges, applicable taxes,
billing methods or change to the fees, applicable taxes, surcharges or billing methods, if any.
18. Notice
Statements, notices and other communications to Member may be made by mail, email, postings within Member's
account or other reasonable means. Member shall be solely responsible for updating the account's registered email
and postal address. CWP shall not be responsible for any undelivered notices caused by Member's failure to update
the account information. CWP may also provide notices of changes to the Agreement or other matters by displaying
notices or links to notices generally on the CWP Web Site. Member should refer to the Member Support page of the
CWP Web Site for information on how to contact and/or provide notice to CWP.
19. Arbitration/ Jurisdiction
Member agrees that any dispute or claim arising out of or related to the Service or this Agreement, or the
interpretation, making, performance, breach or termination thereof, shall be finally settled by binding arbitration in
Taylor County, Texas under the American Arbitration Association Rules by one arbitrator appointed in accordance with
said Rules. The proceedings shall be conducted and all evidence shall be offered in the English language. Member
agrees that any claim against CWP must be filed within one (1) year of the time such claim arose, regardless of any
law to the contrary, otherwise such claim will be barred forever.
Notwithstanding the above, CWP may apply to any court of competent jurisdiction (i) for a temporary restraining order,
preliminary injunction or other interim or conservatory relief as necessary, including without limitation for breach of
Section 13 (CWP Proprietary Rights/Software License) or (ii) to collect fees due and owing from Member pursuant to
this Agreement, without breach of this arbitration agreement and without any abridgment of the powers of the arbitrator.
This Agreement shall be governed in all respects by the laws of the State of Delaware, U.S.A. Such law shall be
applied by the arbitrator to the merits of any dispute or claim. For any non-arbitral action or proceeding arising out of
or related to the Service or this Agreement, both parties submit to sole and exclusive jurisdiction and venue in the
courts located in Taylor County, Texas and further agree that any such action or proceeding shall be brought in a
court in Taylor County, Texas.
A printed version of this Agreement shall be admissible in judicial or administrative proceedings based upon or relating
to this Agreement to the same extent and subject to the same conditions as other business documents and records
originally generated and maintained in printed form.
20. General
If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck and the
remaining provisions shall be enforced. CWP's failure to exercise or enforce any right or provision of the Agreement
shall not constitute a waiver of such right or provision. Member shall not assign this Agreement or any rights or
obligations hereunder, by operation of law or otherwise, without prior written approval of CWP, and any such
attempted assignment shall be void. CWP shall have the right to freely assign this Agreement, and its rights and
obligations hereunder, to any third party without requiring the consent or notice of Member. Subject to the foregoing,
this Agreement shall be binding upon and inure to the benefits of the parties hereto, their successors and permitted
assigns. This Agreement sets forth the entire understanding and agreement between CWP and Member with respect
to the subject matter hereof. The section and subsection titles in the Agreement are for convenience only and have no
legal or contractual effect. Each party is an independent contractor and not an agent or representative of any other
party. No party shall have any right or authority to create any obligation or make any representation or warranty in the
name or on behalf of any other party. This Agreement shall not be interpreted or construed to create an association,
joint venture or partnership between the parties or to impose any partnership obligation or liability upon any party. The
parties acknowledge and agree that this Agreement may be entered into electronically, and without the necessity of
written signatures.
The services hereunder are offered by CWP Technologies Inc., located at 4702 Spanish Oak Ct., Abilene, TX 79606
21. Internet Domain Names and Payments to Yahoo GeoCities
CWP has chosen Yahoo GeoCities ("GeoCities") who is ICANN accredited registrars, to provide domain name
registration services. Member hereby authorizes CWP if requested, to transfer in or acquire Member's selected domain
name into GeoCities. In order to receive a domain name, Member must agree and remain agreeable through the use
of the Domain Name, to the GeoCities' TERMS OF SERVICE, which the GeoCities may change at any time in their sole
discretion.
Member will be listed as the registrant and administrative contact in connection with Member's domain name; however,
CWP may temporarily list itself as the registrant and administrative contact in the event that it changes to a different
GeoCities until the GeoCities change is completed. Member hereby authorizes CWP to list itself as the billing contact,
technical contact and name servers in connection with Member's domain name and to take any actions CWP deems
appropriate in those capacities. However, upon termination of the Service, CWP will immediately cease acting in those
capacities including switching registrars. After such time, CWP will not be responsible to forward any notices, emails or
other correspondence to Member or to take any other actions in connection with Member's domain name. Member will
be solely responsible for all ongoing fees, as well as removing CWP as the billing, technical contact and name servers
in connection with Member's domain name.
Member agrees to permit CWP to make their monthly service payments, however CWP and Member agree that under
the terms of this Agreement, CWP is not acting as a RESELLER for services provided by Yahoo GeoCities, but rather
is making payments to Yahoo GeoCities on behalf of and as an accommodation to Member. Member further agrees to
read and abide by the TERMS OF SERVICE found at http://docs.yahoo.com/info/terms/geoterms.html.