Terms of Service

INTERNET TERMS OF SERVICE AGREEMENT

This Internet Terms of Service Agreement ("Agreement") between Web Piston, a Florida corporation ("Web Piston") and Customer, shall commence on the day the Customer initially makes use of the Web Piston internet services (as defined below).

1.1. General. This Agreement governs Customer use of the following Web Piston internet services (the "Web Piston Services"), which may be amended from time to time:

Hosting of website
Hosting of e-commerce applications
Hosting of Internet applications
Hosting of email
Rental of usage of the Internet Application Back End
1. Web Piston Site Builder
2. Web Piston Village
3. Web Piston Directory
4. Web Piston Store Builder
5. Web Piston ICE
6. Rivergy CMS

The Web Piston Services specifically do not include any analysis, review or other substantive use of Customer data.

2.1. License; Authorized User. Customer is hereby granted a revocable, non-transferable and non-exclusive license to use the Web Piston Services. Web Piston will issue to one Customer employee ("Designee") an individual logon identifier and password. Only the Designee shall be authorized to legally act on behalf of Customer in connection with the Web Piston Services. The Designee shall assign any other authorized Customer users ("Authorized User") a unique logon identifier and password and be responsible for such Authorized User's access to the Web Piston Services. Customer shall require the Designee and all Authorized Users to execute appropriate Nondisclosure Agreements and use its reasonable efforts to ensure that each Authorized User will: (a) not disclose such logon identifier to any person or entity; (b) be responsible for the security of his or her logon identifier; and (c) use the Web Piston Services without notice in accordance with the terms and conditions of this Agreement. Customer will be responsible for advising each Authorized User of his or her obligations under this Agreement and all costs related thereto. Web Piston reserves the right to deny or revoke access to the Web Piston Services without notice if it reasonably believes Customer or its Authorized Users are in breach of this Agreement. Customer will be responsible for procuring, at Customer's sole expense, all equipment or other software, if any, required to use Web Piston Services.

2.2. Rights and Limitations on Use of Web Piston Services. The Customer shall comply with Web Piston's rules (as may be in effect during the term of this Agreement) appropriate to any network to which Web Piston provides access. The Customer is not permitted to post any material that is illegal, libelous, tortuous, indecent or is likely to directly or indirectly cause harm to Web Piston. Web Piston reserves the right to refuse or terminate service at any time for violation of this Section.

Customer agrees that Customer and its Authorized Users will not: (a) sell, lease, license or sublicense the Web Piston Services; (b) modify, change, alter, translate, create derivative works from, reverse engineer, disassemble or decompile the Web Piston Services; (c) disclose or make available the Web Piston Services to any third party; (d) copy any part of the Web Piston Services; (e) engage in spamming, mailbombing, spoofing or any other illegal or unauthorized use of the Web Piston Services; (f) knowingly introduce into or transmit through the Web Piston Services any virus, worm, trap door, back door, timer, clock, counter or other limiting routine, instruction or design; (g) alter any copyright notice, trademarks or other proprietary rights notices affixed to or contained within the Web Piston Services; or (h) engage in or permit any action involving the Web Piston Services that is inconsistent with the terms and conditions of this Agreement.

Web Piston and the Customer acknowledge that Customer shall have the right to post files including but not limited to MP3, PDF and DOC, provided that Web Piston shall assume no liability for any copyright or other infringement related thereto. Customer acknowledges that any such infringement shall result in immediate termination of the Web Piston Services, without notice.

2.3. Audit Rights. Web Piston shall have the right, during the term of this Agreement and for a period of nine (9) months thereafter, to inspect Customer's use of the Web Piston Services, including its computers and equipment.

2.4. Availability. Web Piston shall use commercially reasonable efforts to keep the Web Piston Services available on a continuous basis, subject to scheduled downtime for maintenance purposes, unscheduled maintenance and systems outages. The parties acknowledge that the Internet is neither owned nor controlled by any one entity and Web Piston makes no guarantees that any particular user will be able to access the Web Piston Services at all times. Web Piston shall not be liable to Customer for failure of access to the Web Piston Services.

2.5. Web Piston's Licensors. Customer agrees that Web Piston Services may be provided by third party licensors to Web Piston. For all Web Piston Services provided by third party licensors, Customer agrees to abide by any third party licensor terms and conditions which are available upon request and shall be incorporated by reference into this Agreement.

2.6. Changes to Web Piston Services. Customer acknowledges that Web Piston may, at its sole discretion, change any third party licensors, or add or delete services from the Web Piston Services provided it uses reasonable efforts to prevent service interruptions.

3.1. Fees and Taxes. Customer shall be responsible for all sales, use, transfer, privilege, excise and all other taxes and duties relating to this Agreement. Customer shall pay all amounts due under any invoice to Web Piston in advance via credit card including any application fees or user fees according to Web Piston's then applicable fee schedule. Many of the Web Piston services such as hosting and application rental are monthly services that require periodic payments. Customer authorizes Web Piston to charge a monthly payment for such services until contract termination. Automatic payment to a Customer credit card or other account may be authorized on a monthly basis, unless terminated by Customer according to the termination provision of 9.3. In the case of failure to pay or a late payment, Web Piston may without notice suspend access to Web Piston Services or terminate this Agreement. Any such suspension or termination will not relieve Customer from paying any outstanding fees plus interest and late charges. Customer will be responsible for any costs associated with collecting such fees including attorneys' fees and court costs.

4.1. Representations and Warranties. Customer represents and warrants to Web Piston that: (a) it has the authority to enter into this Agreement and perform its obligations under this Agreement; (b) Customer and its Authorized Users will not violate any law or the intellectual property rights of any third party; and (c) Customer is not located in a country where export or re-export of the contents of information received via the Internet is prohibited. Should Customer receive notice of any claim regarding the Web Piston Services, Customer shall promptly provide Web Piston with a written notice of such claim. Web Piston warrants that: (a) Web Piston has the authority to enter into this Agreement and perform its obligations under this Agreement; and (b) Web Piston will perform the services required under this Agreement in a professional and workmanlike manner.

5.1. Disclaimer of Service Warranties. CUSTOMER EXPRESSLY UNDERSTANDS AND AGREES THAT:

CUSTOMER'S USE OF THE SERVICE IS AT CUSTOMER'S SOLE RISK. WEB PISTON AND ITS SUPPLIERS PROVIDE THE SERVICE, INCLUDING ALL CONTENT, SOFTWARE, FUNCTIONS, MATERIALS AND INFORMATION MADE AVAILABLE ON OR ACCESSED THROUGH THE SERVICE, AND THE CUSTOMER SITE(S) "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.
WEB PISTON AND ITS SUPPLIERS MAKE NO WARRANTY THAT (i) THE SERVICE WILL MEET CUSTOMER'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 CUSTOMER THROUGH THE SERVICE WILL MEET CUSTOMER'S EXPECTATIONS.
ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE, OR CUSTOMER SITES IS DONE AT CUSTOMER'S OWN DISCRETION AND RISK, AND CUSTOMER WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO CUSTOMER'S COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL.

5.2 Limitation of Liability. IN NO EVENT SHALL WEB PISTON 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 WEB PISTON OR ANY OF ITS SUPPLIERS HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES, ARISING OUT OF OR IN CONNECTION WITH

THE USE OR INABILITY TO USE THE SERVICE,
THE PROVISION OF OR FAILURE TO PROVIDE SERVICES,
FOR ANY INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS OBTAINED THROUGH THE SERVICE OR OTHERWISE ARISING OUT OF THE USE OF THE SERVICE,
STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICE, OR
ANY OTHER MATTER RELATING TO THE SERVICE. SOME STATES DO NOT ALLOW THE LIMITATION OF LIABILITY, SO THE FOREGOING LIMITATION MAY NOT APPLY TO CUSTOMER. IN NO EVENT SHALL WEB PISTON'S AGGREGATE LIABILITY TO CUSTOMER AND/OR ANY THIRD PARTY ARISING FROM OR RELATING TO THIS AGREEMENT EXCEED THE AMOUNT CUSTOMER ACTUALLY PAYS TO WEB PISTON 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 Web Piston nor its suppliers is responsible for any of Customer's data residing on the Service or Web Piston's suppliers' hardware. Customer is responsible for backing-up Customer's data and information that may reside on the Service or Web Piston's suppliers' hardware, whether or not such information is produced through the use of the Service. It is Customer's responsibility to take the necessary steps to ensure that Customer's primary means of business is maintained (if applicable).

6.1. Indemnification. Customer agrees to indemnify, defend and hold harmless Web Piston, its managers, directors, officers, employees, independent contractors and agents, and defend any action brought against same with respect to any claim, including reasonable attorneys' fees and court costs, to the extent that such claim arises out of Customer's direct or indirect use of the Web Piston Services.

7.1. Protection of Confidential Information. The term "Confidential Information" includes any software provided by Web Piston, the logon identifiers and/or passwords provided to Customer, the prices charged, or information delivered under this Agreement. Customer acknowledges and agrees that: (a) the Confidential Information constitutes valuable trade secrets; and (b) it will not disclose, or permit to be disclosed, the Confidential Information without prior written consent. Customer will safeguard the confidentiality of the Confidential Information including, at a minimum, those precautions taken to protect its own Confidential Information. Confidential Information will not include information that is: publicly available; already in the other party's possession and not subject to a confidentiality obligation; independently developed by the other party without reference to the disclosing party's Confidential Information; or required to be disclosed by order of a court or other governmental entity.

8.1. Proprietary Rights. "Proprietary Rights" mean all interests of Web Piston Services in source code, know-how, business information and any and all rights that are protectable by law and the courts in any and all jurisdictions including, without limitation, copyrights, invention registrations, patents, designs, trade secrets, trademarks, service marks and trade dress. All proprietary rights not expressly granted in the License of 2.1 are reserved to Web Piston Services, Customer shall use the proprietary rights granted under the License of 2.1 solely for the purpose of accessing and using the services of Web Piston Services, and any proprietary rights granted in the License of 2.1 are automatically terminated upon the termination of this Agreement. Customer shall not, directly or indirectly, reverse engineer, decompile, disassemble or otherwise attempt to derive source code or other Proprietary Rights of Web Piston Services during the term of this Agreement and for five (5) years after the termination of this Agreement.

8.2. Trademarks. Web Piston Services trademarks, tradenames, service marks, logos, trade dress, other names, marks and domain names, and other related product and service names, design marks and slogans, are the sole and exclusive property of Web Piston Services, and Customer shall not use any of the foregoing in any advertising, publicity or in any other commercial manner, except with express written permission of Web Piston Services.

8.3. Internet Protocol Addresses. Web Piston Services shall maintain and control the allocation of its internet protocol addresses, in whatever form provided and whether assigned to Customer or otherwise, and reserves the right to change, cancel or remove any and all such internet protocol addresses at any time and at Web Piston Services sole discretion.

8.4. Copyrights. All works of authorship of Web Piston Services that are fixed in a tangible medium of expression are copyrighted upon publication. Customer shall not use any of Web Piston Services copyrighted materials, except as permitted under the License or 2.1, and Customer shall not copy, reproduce, distribute or make derivative works of any copyrighted materials of Web Piston Services, without the express written permission of Web Piston Services.

8.5. Suggestions. Any and all feedback, data, questions, survey responses, ideas or other types of suggestion and the like (collectively "Suggestions") that are made by Customer to Web Piston Services, whether solicited or unsolicited, shall be the sole property of Web Piston Services, and Web Piston Services shall not be obligated to pay Customer anything in return for the Suggestions, even if Web Piston Services decides to use the Suggestions to improve the services offered to other customers.

8.6. Customer Content. "Customer Content" means text and images of the Customer that are uploaded to Web Piston's server or otherwise posted to Customer's website. Customer Content belongs to the Customer, and Web Piston has no obligation to review Customer Content prior to Customer posting Customer Content on Customer's website. Customer will not upload any content not owned by Customer or licensed by Customer for use on Customer's website.

8.7. Copyright Infringement - Software Piracy Policy. The Web Piston Services may only be used for lawful purposes. Transmission, distribution, or storage of any information, data or material in violation of federal or state law, is prohibited, including, without limitation, infringement of , trademark, trade secret, or other intellectual property rights Web Piston Services has the right to block, suspend access, or otherwise remove, without notice, anything that Web Piston Services believes violates this provision, and the sole remedy of Customer is to request reversal of any block, suspension or removal after showing to the satisfaction of Web Piston Services that the Customer has a proper right to use and display the blocked, suspended or removed materials.

9.1. Term. This Agreement will commence on the day the Customer initially makes use of the Web Piston Services and shall continue thereafter on a month to month basis unless terminated in writing or as otherwise provided herein, it being agreed that email and fax are not acceptable means of notice hereunder.

9.2. Termination by Web Piston. Except as otherwise provided herein, Web Piston shall have the right, upon thirty (30) days written notice to Customer, to terminate this Agreement without cause. Web Piston shall have the right to terminate this Agreement immediately for cause if: (a) Customer fails to timely pay Web Piston any amount due hereunder; (b) Customer materially breaches any term or condition of this Agreement, provided such breach is not cured by Customer within twenty (20) calendar days following Web Piston's notice to Customer of such breach; or (c) Customer (i) terminates or suspends its business activities; (ii) becomes insolvent, makes an assignment for the benefit of creditors, or becomes subject to direct control of a trustee, receiver or similar authority; or (iii) becomes subject to any bankruptcy or insolvency proceeding under federal or state statutes.

9.3. Termination by Customer. Web Piston provides the Web Piston � Customer with a utility to terminate service within Web Piston and Customer agrees to use the utility to terminate Web Piston Services as the sole and exclusive method of service termination. Customer has a right to terminate service this Agreement, and Web Piston will terminate the service within thirty (30) days of a request for termination using the utility provided within Web Piston.

9.4. Obligations upon Termination. Upon termination of this Agreement: (a) Customer's access to and use of the Web Piston Services shall terminate; (b) Customer shall return all Web Piston Services, equipment, software, documentation or other deliverables including any copies; and (c) each party shall return or destroy all Confidential Information.

9.5. Survival. Sections 2.3, 6, 7, 8, 9 and 10.6 shall survive termination of this Agreement.

10.1. Assignment. This Agreement is not assignable by Customer without Web Piston's prior written consent. Web Piston may assign this Agreement at any time upon written notice to Customer.

10.2. Acts of God. Events of Force Majeure shall excuse performance hereunder specifically including terrorism and power, communications, satellite or network failures.

10.3. Waiver. Waiver or modification of this Agreement shall not be effective unless executed in writing and signed by an authorized representative of Web Piston and Customer.

10.4. Severability. If any provision of this Agreement is held to be unenforceable, in whole or in part, such holding will not affect the validity of the other provisions of this Agreement.

10.5. Press Releases. Web Piston shall have the right to use Customer's name in press releases and similar items.

10.6. Legal Matters. This Agreement shall be governed by the laws of Florida, without regard to conflict of law principles. All disputes arising out of this Agreement shall be brought only in the district and federal courts located in or for Hillsborough County, Florida and the Parties consent to exclusive personal jurisdiction and venue of all courts in Hillsborough County, Florida.

10.7. Non-solicitation. Customer agrees that, during the term of this Agreement and for twenty-four (24) months after the termination, Customer will not directly or indirectly solicit any Web Piston personnel or consultants.

10.8. Security. The Customer is solely responsible for any breaches of security affecting its servers. In the event of a virus, attack or similar issue, Customer shall be responsible for the cost of damage to the Customer's server. Web Piston shall not be responsible for the security of information transmitted over Web Piston's facilities.

10.9. Network Responsibility; Bulk Email. Web Piston reserves the right to cancel service to any Customer using the Web Piston Services to adversely affect other Web Piston customers, including hacking or similar activities harmful to Web Piston or other customers. Web Piston will cooperate fully with any civil or criminal litigation arising from the violation of this policy, including violation of the Child Protection Act of 1984 concerning child pornography. Customer understands and agrees that it is responsible for the actions of its clients, and will be liable for illegal material posted by Customer or Customer's clients. Use of the Web Piston Services to transmit unsolicited commercial or bulk-e-mail is expressly prohibited, including the hosting of web sites or services on a server, advertised therein. Web Piston also prohibits the sending of any fraudulent, malicious, harassing, false or misleading electronic communications, including chain letters, pyramid schemes, or e-mails with forged headers.

10.10. Guidelines for Permission-Based Email. Web Piston prohibits the use of its systems or network to send unsolicited email, however Customers may send permission-based email marketing, subject to the guidelines provided herein. All recipient information for such marketing conducted by Customer must be documented and cataloged by the Customer including date, time, origination and the location from which the email address or other recipient information was obtained. Additionally, Customer must comply with the following guidelines and any additional guidelines established by Web Piston from time to time in its sole discretion:

Customers must have a prominently posted working abuse@domain.com address from every domain associated with the email campaign.
Customers must have a working unsubscribe link and must honor all unsubscribe requests within 72 hours.
1. Customers must clearly list the intended recipient's email address in the body of the message or in the "To:" line of the email.
2. All commercial or bulk email must describe where the email address was obtained in the body of the email. For example: "You opted-in to receive this email promotion from our web site or from one of our partner sites."
3. Customers must have up-to-date contact information on file with their registrar for any domain hosted on the Web Piston network.
4. Web Piston reserves the right to determine in its sole discretion the validity of Customer's email list and, must remove immediately any AIJP violations. Customer's failure will be subject to immediate suspension or termination without notice.
5. Web Piston reserves the right to test portions of Customers' email lists in response to complaints and to request opt-in information from a random sample of that list at any time.

10.11. Suspension. If Web Piston in its sole discretion determines that a Customer's server has become the source or target of any violation hereunder, Web Piston reserves the right to suspend network access to that server. Web Piston will use its best efforts to contact the Customer before suspending network access to the Customer's server. Web Piston may, at its discretion, contact law enforcement and other agencies regarding these activities. Customers are responsible for all costs relating to such investigation, suspension, administration and handling of their servers before, during and after the suspension period.

10.12. Release. Customer consents to Web Piston's displaying of a link to Customer's content on its website and other, third-party websites, and customer grants Web Piston the right to display ads, links and other information of Web Piston ("Web Piston Content") on Customer's website or to make any Web Piston Content viewable to a person, when viewing Customer's Content, without any payment to Customer. Web Piston may use Customer's Content for the purposes of commercially advertising the Web Piston� service, and Customer consents to such use for any advertising and promotional purposes without payment to customer. Such commercial use may be used to reduce the cost of providing the service and for generating profit.

10.13. Customer Contact Information. Customer must keep Contact Information, including email, fax and mailing address, current using the self-updating procedures provided by Web Piston for Customer's account. Web Piston is not responsible for attempting to keep Customer Contact Information current by any other method, and

FAILURE OF CUSTOMER TO UPDATE CONTACT INFORMATION MAY DELAY OR PREVENT CUSTOMER FROM RECEIVING IMPORTANT NOTICES AND AMENDMENTS TO THIS AGREEMENT. NOTICE SHALL BE DEEMED DELIVERED BY EMAIL TRANSMISSION, FAX TRANSMISSION INDICATING RECEIPT OK, DELIVERY BY CERTIFIED MAIL WITH RETURN RECEIPT OR INDICATION OF ATTEMPTED DELIVERY TO THE ADDRESS PROVIDED IN THE CURRENT CONTACT INFORMATION BY FEDERAL EXPRESS OR OTHER DELIVERY SERVICE PROVIDER, WHICHEVER METHOD IS CHOSEN BY WEB PISTON, AT WEB PISTON'S SOLE DISCRETION.

10.14 AMENDMENTS. AMENDMENTS TO THIS AGREEMENT MAY BE MADE BY WEB PISTON AT ANY TIME AND WILL BECOME EFFECTIVE THIRTY (30) DAYS AFTER NOTICE IS GIVEN TO CUSTOMER, UNLESS CUSTOMER OBJECTS IN WRITING PRIOR TO THE EXPIRATION OF THIS THIRTY (30) DAY NOTICE PERIOD. IF ACTUAL NOTICE OCCURS AFTER THIS THIRTY (30) DAY NOTICE PERIOD, THEN CUSTOMER MAY OBJECT WITHIN TEN (10) DAYS OF ACTUAL RECIEPT OF NOTICE AND THE TERMS OF THE PREVIOUS AGREEMENT WILL BE REINSTATED EFFECTIVE TEN (10) DAYS AFTER RECEIPT OF THE OBJECTION BY WEB PISTON.

10.15 Entire Agreement. This Agreement contains the entire agreement of the parties with respect to the subject matter of this Agreement and supersedes all previous communications, representations, understandings and agreements, either oral or written, between the parties with respect to said subject matter. Any modification of this Agreement shall only be valid if in writing properly executed by authorized representatives of the parties hereto.