Creedmoor-Maha WSC Terms of Service

January 8, 2010

By using the iWEB Managed Services ("iWEB MS") website ("Site"), a service of Transaction Warehouse, Inc. ("TW"), you are agreeing to be bound by the following terms and conditions, the Fee Schedule and the Privacy Policy as they may be modified from time to time (collectively, the "Terms").

Any new features that augment or enhance the current Site, including the release of new tools and resources, shall be subject to the Terms. TW reserves the right to update and change the Terms from time to time, subject to notice as provided in Section 12. It is your responsibility to periodically review the Site for changes to the Terms. The Terms were last modified on the date set forth above. Continued use of the Site after any such changes shall constitute your consent to such changes. Before you continue, you should print off or save a copy of the Terms for your records. If you do not agree with any future changes, you can cancel your Account (as defined below) without further obligation, except for the amount due for using the service up to the point of cancellation.

Our customers and their staff members to whom they give "administrator" access to their iWEB MS account are called "Clients", and our customers' customers who use the Site (for example, to view or pay Clients' bills) are called "Customers". Users of the Site, whether they are Clients, Customers or casual browsers of the Site, are called "Users".

The services we provide through the Site are for your own use only. You may not resell, lease or provide them in any other way to anyone else.

By using the Site, you represent and warrant to TW that (a) you are of legal age to form a binding contract with TW, (b) if you are using this Site on behalf of a company or other legal entity, you have the legal authority to bind the legal entity, and (c) you are not a person barred from using the Site under the laws of the United States or other countries including the country in which you are resident or from which you use the Site.

Violation of any of the Terms will result in the termination of your Account.

1. Registration Data; Account Security
If you register for an account on the Site (“Account”), you agree to (a) provide accurate, current and complete information (“Registration Data”); (b) maintain the security of your password; (c) maintain and promptly update the Registration Data and any other information you provide to TW, to keep it accurate, current and complete; and (d) accept all risks of unauthorized access to the Registration Data and any other information you provide to TW. You are responsible for all activity on your Account, and for all charges incurred by your Account.

2. Fees; Charges; Taxes
The fees and charges for the use of the Site are stated on the Fee Schedule which may change from time to time. If we change the fees or charges, we will give you at least 30 days’ notice unless otherwise stated on the Fee Schedule. If the fees or charges do change, your continued use of the Site after the change indicates your agreement with the new fees or charges after the effective date of the change. You are responsible for all taxes applicable to the fees and charges in any applicable jurisdiction. You are responsible for all third-party fees from other financial institutions related to payment gateway, merchant account and bank account fees.

3. Ownership, Copyright and Trademarks
The content on the Site, including all information, data, logos, marks, designs, graphics, pictures, sound files, other files, and their selection and arrangement, is called “Content”. Content provided by Users, whether they are Clients, Customers or other Users, is called “User Content”. For example, data about its Customers that a Client provides to the Site is User Content of that Client and data about its payments that a Customer provides to the Site is User Content of that Customer. User Content is that User’s property. TW's only right to that User Content is the limited licenses granted described in Sections 5 and Section 15 below. Other than the User Content, the Site, all Content and all software available on the Site or used to create and operate the Site is the property of TW or its licensors, and is protected by the United States of America and international copyright laws, and all rights to the Site, such Content and such software are expressly reserved. All trademarks, registered trademarks, product names and company names or logos mentioned in the Site are the property of their respective owners (such as "Harris Computer Systems" and "iWEB"). Reference to any products, services, processes or other information, by trade name, trademark, manufacturer, supplier or otherwise does not constitute or imply endorsement, sponsorship or recommendation thereof by TW. Your User Content is your responsibility. We have no responsibility or liability for it, or for any loss or damage your User Content may cause to other people. Although we have no obligation to do so, we have the absolute discretion to remove, screen or edit without notice any User Content posted or stored on the Site, and we may do this at any time and for any reason. You are solely responsible for maintaining copies of and replacing any User Content you post or store on the Site.

4. Your Limited License of Your User Content to TW
We do not claim any ownership interest in your User Content, but we do need the right to use your User Content to the extent necessary to operate the Site, and provide the services provided by the Site, now and in the future. If you are a Client for whom we will be displaying Customer account and billing information, we need your license to that User Content to use it in the operation of the Site, and we need the right to sublicense that User Content to your Customers for that purpose.
Therefore, by posting or distributing User Content to or through the Site, you (a) grant TW and its affiliates and subsidiaries a non-exclusive, royalty-free, transferable right to use, display, perform, reproduce, distribute, publish, modify, adapt, translate, and create derivative works from such User Content on the Site, in the manner in and for the purposes for which the Site from time to time uses such User Content; (b) represent and warrant that (i) you own and control all of the rights to the User Content that you post or otherwise distribute, or you otherwise have the lawful right to post and distribute that User Content, to or through the Site; and (ii) the use and posting or other transmission of such User Content does not violate the Terms and will not violate any rights of or cause injury to any person or entity. If your User Content is intended for the use of other Users, you also grant us and our affiliates and subsidiaries a non-exclusive, royalty-free, transferable right to sublicense such User Content to such Users for their use in connection with their use of the Site, as described in the Terms. These licenses from you are non-exclusive because you have the right to use your User Content elsewhere. They are royalty-free because we are not required to pay you for the use of your User Content on the Site. And they are transferable because we need the right to transfer these licenses to any successor operator of the Site. Our rights to “modify, adapt, translate, and create derivative works from” are necessary because the normal operation of the Site does this to your User Content when it processes it for use in the Site.

5. Our Limited License of Content to You
TW grants you a limited, revocable, non-exclusive, non-sublicensable license to access the Site and to view, copy and print the portions of the Content available to you on the Site. Such license is subject to the Terms, and specifically conditioned upon the following: (i) you may only view, copy and print such portions of the Content for your own use; (ii) you may not modify or otherwise make derivative works of the Site or the Content, or reproduce, distribute or display the Site or any Content (except for page cacheing) except as expressly permitted in the Terms; (iii) you may not remove or modify any copyright, trademark, or other proprietary notices that have been placed in the Content; (iv) you may not use any data mining, robots or similar data gathering or extraction methods; and (v) you may not use the Site or the Content other than for its intended purpose.
Except as expressly permitted above, any use of any portion of the Content without the prior written permission of its owner is strictly prohibited and will terminate the license granted in this Section, and your Account. Any such unauthorized use may also violate applicable laws, including without limitation copyright and trademark laws. Unless explicitly stated herein, nothing in the Terms may be construed as conferring any license to intellectual property rights, whether by estoppel, implication or otherwise. The license in this Section is revocable by TW at any time.
You represent and warrant that your use of the Site and the Content will be consistent with this license and will not infringe or violate the rights of any other party or breach any contract or legal duty to any other parties, or violate any applicable law.
To request permission for uses of Content not included in this license, contact TW.

6. Use of Interactive Areas and the Site
The Site may contain discussion forums, bulletin boards, review services or other forums in which you or third parties may post reviews or other content, messages, materials or other items on the Site (“Interactive Areas”). If TW provides such Interactive Areas, you are solely responsible for your use of such Interactive Areas and use them at your own risk. User Content submitted to any public area of the Site will be considered non-confidential. By using any Interactive Areas, you expressly agree not to post, upload to, transmit, distribute, store, create or otherwise publish through the Site any of the following:
o Any message, data, information, text, music, sound, photos, graphics, code or other material that is unlawful, libelous, defamatory, obscene, pornographic, indecent, lewd, suggestive, harassing, threatening, invasive of privacy or publicity rights, abusive, inflammatory, fraudulent or otherwise objectionable;
o Content that would constitute, encourage or provide instructions for a criminal offense, violate the rights of any party, or that would otherwise create liability or violate any local, state, national or international law;
o Content that may infringe any patent, trademark, trade secret, copyright or other intellectual or proprietary right of any party;
o Content that impersonates any person or entity or otherwise misrepresents your affiliation with a person or entity;
o Unsolicited promotions, political campaigning, advertising or solicitations;
o Private information of any third party, including, without limitation, addresses, phone numbers, email addresses and credit card numbers, unless that third party has expressly consented to such use;
o Viruses, corrupted data or other harmful, disruptive or destructive files;
o Content that is unrelated to the topic of the Interactive Area(s) in which such Content is posted; or
o Content that, in the sole judgment of TW, is objectionable or which restricts or inhibits any other person from using or enjoying the Interactive Areas or the Site, or which may expose TW or its affiliates or its users to any harm or liability of any type.
Finally, TW has a “zero-tolerance” policy towards SPAM: you may not use the Interactive Areas or the Site generally to send commercial or other messages to any third-party if those messages are not solicited, authorized or welcomed by the third-party, and in your use of the Site you must comply with all applicable laws, including laws that apply in any jurisdiction to SPAM and marketing practices, and with any applicable marketing association guidelines on ethical marketing practices.
Any use of the Interactive Areas or other portions of the Site in violation of the foregoing violates the Terms and may result in, among other things, termination or suspension of your rights to use the Interactive Areas and/or the Site.

7. Providing a Reliable and Secure Site
If you have spent any time reviewing the Site, you will hopefully have noticed that we take reliability and security seriously. We put a great deal of effort into ensuring that our service operates all the time, and that it is a secure environment for your data. We use what we believe to be “best-of-class” hosting services and security technologies and services that we believe provide you with a secure and safe environment.
For example, TW does not store payment information unless the Client or their Customer explicitly allows us for reasons of convenience such as a stored payment profile or choose to enter payment information for use on a recurring basis for automatic payments. To safeguard payment information, TW encrypts all stored credit card and bank account numbers, uses restrictive firewalls to protect stored data and uses 128 bit minimum SSL certificates to encrypt data transferred between you and the Site.
However, no system is perfectly secure or reliable, the Internet is an inherently insecure medium, and the reliability of hosting services, Internet intermediaries, your Internet service provider, and other service providers cannot be assured. When you use the Site, you accept these risks, and the responsibility for choosing to use a technology that does not provide perfect security or reliability. In particular, Customers who enable stored payment profile or automatic payments and choose to store the payment information accept these risks to the security of that payment information. When storing payment information using the Site payment profile and/or automatic payment modules, Customers acknowledge that they are aware of, and accept as satisfactory, TW's payment information protection procedures. Ultimately, payment information data is provided by Clients and their Customers, and they are responsible for its protection.

8. Links to Other Sites
The Site may contain links to third-party Web sites (“Third-Party Sites”) and third-party content (“Third-Party Content”) as a service to those interested in this information. Third-Party Sites include payment processors and other payment intermediaries that you may use in connection with your use of the Site. You use links to Third-Party Sites and any Third-Party Content or service provided there at your own risk. TW does not monitor or have any control over, and makes no claim or representation regarding, Third-Party Content or Third-Party Sites. TW provides these links only as a convenience, and a link to a Third-Party Site or Third-Party Content does not imply TW's endorsement, adoption or sponsorship of, or affiliation with, such Third-Party Site or Third-Party Content. TW accepts no responsibility for reviewing changes or updates to, or the quality, content, policies, nature or reliability of, Third-Party Content, Third-Party Sites, or Web sites linking to the Site. When you leave the Site, our terms and policies no longer govern. You should review applicable terms and policies, including privacy and data gathering practices, of any Third-Party Site, and should make whatever investigation you feel necessary or appropriate before proceeding with any transaction with any third party.

9. Warranty Disclaimer
The Site, the Content and the services provided by the Site are provided to you on an “as is” basis without warranties from TW of any kind, either express or implied. TW expressly disclaims all other warranties, express or implied, including without limitation implied warranties of merchantability, fitness for a particular purpose, title and non-infringement. TW does not represent or warrant that the Content is accurate, complete, reliable, current or error-free, and expressly disclaims any warranty or representation as to the accuracy or proprietary character of the Site, the Content or any portion thereof.
While TW attempts to make your access to and use of the Site safe, TW does not represent or warrant that the Site or any Content are free of viruses or other harmful components.

10. Waiver; Limitation of Liability; Indemnity
You use the Site at your own risk. To the maximum extent permitted by applicable law, you hereby release, and waive all claims against TW and its affiliates or subsidiaries, their sponsors, contractors, advertisers, vendors or other partners, any of their successors or assigns, or any of their respective officers, directors, agents or employees (collectively, the “Released Parties”) from any and all liability for claims, damages (actual and consequential), costs and expenses (including litigation costs and attorneys' fees) of every kind and nature, arising out of or in any way connected with use of the Site. You further waive your rights, under any applicable law, statute or regulation, that protect against the release of claims which you do not know or suspect to exist in your favor at the time of executing the release, which if known by you would have materially affected your settlement
Without limitation of the foregoing, neither TW nor any other Released Party shall be liable for any direct, special, indirect or consequential damages, or any other damages of any kind, including but not limited to loss of use, loss of profits, loss of data, loss of goodwill or business reputation, costs of procurement of substitute goods or services or other intangible loss, whether in an action in contract, tort (including but not limited to negligence) or otherwise, arising out of or in any way connected with the use of the Site or the Content, including without limitation any damages caused by or resulting from your reliance on the Site or other information obtained from TW or any other Released Party or accessible via the Site, or that result from mistakes, errors, omissions, interruptions, deletion of files or email, defects, viruses, delays in operation or transmission or any failure of performance, whether or not resulting from acts of god, communications failure, theft, destruction or unauthorized access to TW or any other Released Party's records, programs or Services. These limitations on the Released Parties’ liability shall apply whether or not they have been advised or of should have been aware of the possibility of any such losses arising.
In no event shall the aggregate liability of TW, whether in contract, warranty, tort (including negligence, whether active, passive or imputed), product liability, strict liability or other theory, arising out of or relating to the use of the Site exceed any compensation paid by you for access to or use of the Site during the twelve months prior to the date of any claim.
You shall defend, indemnify and hold harmless TW and the other Released Parties from any loss, damages, liabilities, costs, expenses, claims and proceedings arising out of your (and any person to whom you give access to your Account including staff) and if you are a Client, from your Customers’ (a) breach of the Terms, (b) failure to your keep your password or Account information secure and confidential, or (c) use of the Site, including any claims made by any person that any of your, and if you are a Client, your Customers’, User Content infringes the rights, including the intellectual property rights, of any third party.
If you choose to access the Site from locations other than in Arizona, you will be responsible for compliance with all local laws of such other jurisdiction and you agree to indemnify TW and the other Released Parties for your failure to comply with any such laws.

11. Communications
Notices that we give you may be provided in any of the following ways. First, we may email you at the contact information you provide in your Registration Data. Second, we may post a notice to Clients and Customers in the dashboard area of your account on the Site. Third, we may post the notice elsewhere on the Site. When we post notices on the Site, we post them in the area of the Site suitable to the notice. It is your responsibility to periodically review the Site for notices. Subject to the Privacy Policy, if you send to TW or post on the Site in any public area any information, ideas, inventions, concepts, techniques or know-how (“User Submissions”), for any purpose, including the developing, manufacturing and/or marketing or products or services incorporating such information, you acknowledge that TW can use the User Submissions without acknowledgement or compensation to you, and you waive any claim of ownership or compensation or other rights you may have in relation to the User Submissions. We actively review User Submissions for new ideas. If you wish to preserve any interest you might have in your User Submissions, you should not post them to the Site or send them to us.

12. Applicable Law and Venue
The Site is controlled by TW and operated by it from its offices in Chandler, Arizona. You and TW both benefit from establishing a predictable legal environment in regard to the Site. Therefore, you and TW explicitly agree that all disputes, claims or other matters arising from or relating to your use of the Site will be governed by the laws of the State of Arizona and the federal laws of the United States of America applicable therein. The United Nations Convention on Contracts for the International Sale of Goods does not apply to the Terms.

13. Arbitration
Except where prohibited by applicable law, any claim, dispute or controversy (whether in contract or tort, pursuant to statute or regulation, or otherwise, and whether preexisting, present or future) arising out of or relating to (a) the Terms; (b) the Site or Content; (c) oral or written statements, advertisements or promotions relating to the Terms or to the Site; or (d) the relationships that result from the Terms or the Site or Content (collectively, a “Claim”) will be submitted to binding arbitration administered by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules. Any such Claim shall be arbitrated on an individual basis, and shall not be consolidated in any arbitration with any claim or controversy of any other party. Arbitration will be conducted by one arbitrator well-versed in Internet-related business issues and dispute resolution selected in accordance with the AAA rules. Arbitration proceedings will be conducted in Maricopa County, Arizona. The arbitrator shall have power and authority to award any remedy or judgment that could be awarded by a court of law in Arizona. The award rendered by arbitration shall be final and binding upon the parties, and judgment upon the award may be entered in any court of competent jurisdiction in the United States. Each party will bear its own expenses in connection with the arbitration and share equally the fees of the arbitrator.
To the extent arbitration as described in the immediately preceding paragraph is prohibited by applicable law, you agree that all Claims will be heard and resolved in a court of competent subject matter jurisdiction located in Maricopa County, Arizona. You consent to the personal jurisdiction of such courts over you, stipulate to the fairness and convenience of proceeding in such courts, and covenant not to assert any objection to proceeding in such courts.
Notwithstanding anything to the contrary, TW may at any time seek injunctions or other forms of equitable relief from any court of competent jurisdiction.

14. Termination/Modification of License and Site Offerings
Notwithstanding any provision of the Terms, TW reserves the right, without notice and in its sole discretion, without any notice or liability to you, to (a) terminate your license to use the Site, or any portion thereof; (b) block or prevent your future access to and use of all or any portion of the Site or Content; (c) change, suspend or discontinue any aspect of the Site or Content; and (d) impose limits on the Site or Content.

15. Inactive Accounts; Termination of Accounts
If your Account is inactive for at least twelve months, we may deactivate your Account. Deactivated accounts are not deleted – they are placed in storage and can be restored. We will notify you by email if we decide to deactivate your Account. If you know in advance that your Account will be inactive at some time and don’t want us to deactivate it, let us know in advance at the support email address on the Site. If after your Account has been deactivated it stays inactive and we don’t hear from you, we may terminate it at any time and without notice.
You and TW may terminate your use of the Site and your Account at any time. If you terminate your use of the Site, you must pay the fees applicable for the balance of the then current billing period. When your Account is terminated, your User Content will, shortly thereafter, not appear on the Site, except for User Content submitted to our forum or comments on our blog, which may remain on the Site after termination. We may also retain an archival copy of your User Content after termination, and you hereby grant us a non-exclusive, perpetual, irrevocable license to maintain such archival copy for our internal business purposes. Sections 3-5 and 8 -18, and any representation or warranty you make in the Terms, shall survive the termination of your Account or this Site indefinitely.

16. Downtime and Service Suspensions
In addition to our rights to terminate or suspend your Account as described above, you acknowledge that: (i) your access to and use of the Site and your Account may be suspended for the duration of any unanticipated or unscheduled downtime or unavailability of any portion or all of the Site for any reason, including as a result of power outages, system failures or other interruptions; and (ii) we shall also be entitled, without any liability to you, to suspend access to any portion or all of the Site at any time, on a Site-wide basis: (a) for scheduled downtime to permit us to conduct maintenance or make modifications to the Site; (b) in the event of a denial of service attack or other attack on the Site or other event that we determine, in our sole discretion, may create a risk to the Site, to you or to any of our other customers if the Site were not suspended; or (c) in the event that we determine that all or any portion of the Site is prohibited by law or we otherwise determine that it is necessary or prudent to do so for legal or regulatory reasons (collectively, “Site Suspensions”). Without limitation, we shall have no liability whatsoever for any damage, liabilities, losses (including any loss of data or profits) or any other consequences that you may incur as a result of any Site Suspension. To the extent we are able, we will endeavor to provide you email notice of any Site Suspension in accordance with the notice provisions set forth in Section 12 and to post updates on the Site regarding resumption following any such suspension, but shall have no liability for the manner in which we may do so or if we fail to do so.

17. Miscellaneous
If any provision of the Terms shall be deemed unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from the Terms and shall not affect the validity and enforceability of any remaining provisions. TW may assign any or all of its rights hereunder to any party without your consent. You are not permitted to assign any of your rights or obligations hereunder without the prior written consent of TW, and any such attempted assignment will be void and unenforceable. The Terms constitute the entire agreement between you and TW regarding your use of the Site and your Account, and supersede all prior or contemporaneous communications whether electronic, oral or written between you and TW regarding your use of the Site or your Account. The English language version of the Terms shall be controlling.