Client Services Agreement

a. Provision of Services. Company agrees to use reasonable commercial efforts to provide to Client, and Client accepts, the Services which may be modified or updated by Company from time to time, for use exclusively by users of the Web site owned and operated by Client ("Client Site"), in accordance with the terms and conditions of this Agreement. In the event that Client subscribes to Company's Publisher Mail service (formerly referred to as Plug-in-EmailT), Client shall obtain either the Publisher Email Service or a Paid Email Service, including Mail Plus, Personal Mail, Group Mail or Business Mail.
 
b. Branding. All interface components within the Services, including the meta-search query box which may appear on Web pages not hosted by Company, may be Client-branded and may display Client's name, logo, trademarks and service marks within the designated area of the Web pages hosted by Company as Client shall specify from time to time using the automated features included in the Services (collectively, the "Services Pages"). Notwithstanding the foregoing, Company may prominently display on all Services Pages Company's name, logo, trademarks, service marks and a phrase substantially similar to "powered by Everyone.net," or such other phrase as Company may specify from time to time, as well as any names, logos, trademarks, or services marks of third party co-branding clients of Company, unless Client subscribes to a Paid Email Service.
 
c. Domain Name. Client shall be solely responsible for: (i) registering a domain name for the Client Site, located at the URL provided by Client to Company in the text input box named "Site URL," with an ICANN approved domain name registrar, reseller, New.net reseller, or any successor organization; (ii) keeping such domain name registration, and the associated Web site, current and active; and (iii) paying all costs associated with such domain name registration. Such domain name shall be the sole property of Client.
 
d. Prohibited Client Site Content. Client Site shall not contain any content which is defamatory, inaccurate, abusive, obscene, infringing, threatening or which violates any federal, state or local law. The following types of content are inconsistent with Company's corporate policies: (i) pornography or links to any pornographic materials; (ii) content that focuses on alcohol, tobacco, or firearms; (iii) pirated software or other content that violates third party intellectual property rights; (iv) links to sites that violate third party ownership rights; (v) hacking, phreaking, or other methods that violate the rights of computer users; (vi) subject matter advocating illegal activity or content that is collected or distributed illegally; (vii) any content which Company determines to be inconsistent with its corporate policies; (viii) any subject matter, visual or audio content, language or graphics specifically directed toward children under the age of thirteen (13) or made available to users known to be under the age of thirteen (13), unless Client Site complies with the Children's Online Privacy Protection Act; and (ix) publicly available information which personally identifies any children under the age of thirteen (13).
 
e. Access to Client Site. Client agrees to provide Company full access to all parts of Client Site upon request for the purpose of determining whether Client Site complies with Section 1.d. of this Agreement. Client agrees and acknowledges that if Client Site, in Company's sole discretion, violates the terms of Section 1.d., Company shall be entitled, and reserves the right, to immediately terminate this Agreement and the Services provided to Client.
 
f. Registration.
 
        (i) Client's Registration. Client agrees to: (a) provide true, accurate, current and complete information about Client as prompted by Company's signup form; and (b) maintain and update this information to keep it true, accurate, current and complete. If any information provided by Client is untrue, inaccurate, not current or incomplete, Company has the right to terminate this Agreement immediately and refuse any and all current and/or future uses of the Services. Client must be age thirteen (13) or older to use the Services. Client will receive a password and account upon completing the signup process. Client is responsible for maintaining the confidentiality of the password and account, and is fully responsible for all activities that occur under Client's account. Client agrees to immediately notify Company of any unauthorized use of Client's password or account, or of any other breach of security.
 
       (ii) User's Registration. All persons using the Services provided by Company on behalf of Client pursuant to this Agreement ("Users") may be required to sign up and provide personal identifying information, including, without limitation: name and contact information, gender, birth date, occupation and industry, shipping and billing information, credit card numbers and other payment information, behavior patterns, purchase history, and other information. Company may modify the required information fields on the User signup form from time to time. In addition, Company may request Users to fill in optional information fields. Users have the ability to edit the foregoing information at any time. All of the foregoing information is collectively referred to as "Registration Data."
 
        (iii) Use of Registration Data. All Registration Data and other data generated from the Services shall be the sole and exclusive property of Company, provided that if Client: (a) subscribes to support services under the Support Services Agreement, then Company shall license and provide Client with aggregated Registration Data on a periodic basis upon request through Client's Control Center account; or (b) subscribes to a Paid Email Service, then Company shall license and provide Client with aggregated Registration Data from the Paid Email Service upon termination or expiration of such Paid Email Service at no additional cost to Client if Client requests such information in writing within thirty (30) days from such termination or expiration. Company shall not be obligated to provide aggregated Registration Data if Client does not subscribe to support services or Paid Email Services. In no event shall Company be obligated to provide Client with Users' passwords or any information that is in violation of Company's End-User Services Agreement or Privacy Policy or applicable law. Client agrees: not to contact any User who Company identifies as having stated a preference not to be contacted by Client; not to provide or disclose to third parties the Registration Data of any User regardless of that User's stated contact preference; and not to use the Registration Data or the Services to transmit or enable a third party to transmit "junk mail", "spam", "chain letters" or large-scale solicitations. Client agrees to provide to Users a clear and complete statement describing its use and disclosure of Registration Data, which shall be consistent with, and is at least as restrictive as, the terms of this Agreement and Exhibit A hereto as limited by Company's End-User Agreement and Privacy Policy. Client agrees that it shall not use or disclose, directly or indirectly, Registration Data or other information arising from a User's use of the Services, in a manner that violates the terms and conditions of Client's privacy policy or site usage agreement or Company's End-User Services Agreement or Privacy Policy.
 
        (iv) End-User Services Agreement. Company shall provide the Services on behalf of Client pursuant to Company's End-User Services Agreement and Privacy Policy, which may be modified from time to time, and the terms and conditions of which shall be accessible by hyperlink from one or more pages within the Company's Services user interface. Each User shall be required to agree to such End-User Services Agreement as a condition to using the Services.
 
g. Restrictions. Except as expressly set forth above, Client shall not transmit, display or otherwise make available (or allow Users or any other third party to transmit or make available) the Services or the content thereof to any third party (other than registered users). Except as expressly permitted by Company, Client shall not alter, delete or modify any attributions included within the Services. Client shall not indicate that it owns or powers the Services, in any manner, on any Web page of Client Site, whether those pages are hosted by Client or by Company.
 
h. Ownership. Company and its licensors and third party content providers retain all rights and title to, and interest in, all of the information, content, data, designs, software, business methods, materials, and all copyrights, patent rights, trademark rights, service mark rights and other proprietary rights thereto provided pursuant to this Agreement. Except as expressly provided herein, no right or license, with respect to any copyrights, patent rights, trademark rights, service mark rights or other proprietary rights, is granted under this Agreement. All rights not expressly granted hereunder by Company are expressly reserved to Company and its licensors and information and content providers. Under no circumstances shall: any part of the Services be physically transferred to Client; or Client be entitled to a license to the underlying software.

a. License Grant of Marks. Subject to all the terms and conditions of this Agreement, each party ("Licensor") hereby grants the other party ("Licensee") a non-exclusive, non-transferable, non-sublicensable license to use the Licensor Marks solely for furthering the purpose of this Agreement and as provided herein. "Licensor Marks" refer solely to the names, trademarks, service marks and logos as provided by Licensor in writing specifically for use under this Agreement and which are incorporated herein by this reference. However, Licensor, in its sole discretion from time to time may, upon written notice to Licensee, change the appearance and/or style of any Licensor Mark, or add to or subtract from the Licensor Marks previously licensed. Unless required earlier by a court order or to avoid potential infringement liability, Licensee will have fourteen (14) days from its receipt of notice to implement any such changes. Licensee hereby acknowledges and agrees that: (i) the Licensor Marks are owned solely and exclusively by Licensor or its affiliates; (ii) the Licensee has no rights, title or interest in or to the Licensor Marks, except as set forth herein; and (iii) all use of the Licensor Marks by Licensee will inure to the benefit of Licensor and its affiliates. Licensee agrees not to apply for registration of any of the Licensor Marks (or any mark confusingly similar thereto) anywhere in the world. Licensee agrees that it will not engage, participate or otherwise become involved in any activity or course of action that diminishes and/or tarnishes the image and/or reputation of Licensor or of any Licensor Mark.
 
b. Use and Display of Marks. Licensee acknowledges and agrees that the presentation and image of the Licensor Marks should be uniform and consistent with this Agreement and with respect to all services, activities and products associated with the Licensor Marks. Accordingly, Licensee agrees to use the Licensor Marks solely in the manner in which Licensor will specify from time to time, and the Licensee agrees to cooperate in facilitating the Licensor's monitoring of the Licensee's use of the Licensor Marks, including but not limited to the nature and quality of the services and products offered by the Licensee in connection with the Licensor Marks.
 
c. License Grant of Content. Subject to all the terms and conditions of this Agreement, Licensor hereby grants Licensee a non-exclusive, non-transferable, non-sublicensable license to use the Content as defined herein. "Content" refers solely to the content or other materials provided by Licensor to Licensee specifically for use under this Agreement and incorporated herein by this reference.
 

a. Unless expressly provided otherwise in a written agreement between Company and Client, this Agreement shall commence on the date of acceptance by Client and shall remain in full force and effect unless and until terminated as provided below, unless Client subscribes to a Paid Email Service in which case this Agreement shall commence by the next business day upon Company's approval of Client's payment to Company and shall continue on a month-to-month basis in full force and effect unless and until terminated as provided below.
 
b. Unless expressly provided otherwise in a written agreement between Company and Client, either Company or Client may terminate this Agreement at any time without cause by providing thirty (30) days' written notice to the other party. Client may cancel any of the individual Services at any time; however, this Agreement shall remain in effect with respect to the Services which Client continues to use. Clients who subscribe to a Paid Email Service must send a cancellation request via email to emailcancellation@everyone.net, with such notice and termination date effective upon the close of the calendar month. Partners who cancel a Paid Email Service within fourteen (14) days of signup will be provided with a full refund.
 
c. This Agreement may be terminated by a party for cause immediately by written notice upon the occurrence of any of the following events: (i) the other ceases to do business or otherwise terminates its business operations, except as a result of an assignment permitted under Section 12.a. below; (ii) the other fails to promptly secure or renew any license, registration, permit, authorization or approval for the conduct of its business in the manner contemplated by this Agreement, or if any such license, registration, permit, authorization, or approval is revoked or suspended and not reinstated; or (iii) the other becomes insolvent or seeks protection under any bankruptcy, receivership, trust deed, creditors arrangement, composition, or comparable proceeding, or if any such proceeding is instituted against the other.
 
d. This Agreement may be terminated by Company immediately by written notice if Client: (i) contacts any User who Company identifies as having stated a preference not to be contacted by Client; (ii) uses or discloses Registration Data, or other information arising from Users' use of the Services, in breach of the terms of this Agreement; (iii) violates any term of Section 1.d. of this Agreement; or (iv) violates the terms and conditions of this Agreement as determined by Company in Company's sole discretion. Company shall have no obligation to refund any of Client's fees due to early termination of the Paid Email Service.
 
e. Upon termination of this Agreement, Company will maintain User accounts, and email messages for thirty (30) days. Users shall have access to their accounts and Client shall have access to the names and email addresses of its Users during this thirty (30) day period. However, Company shall have no obligation to provide Client with Users' names and email addresses after this thirty (30) day period.
 
f. Survival. Sections 1(f)(iii), 1(g), 4(e), and 5 through and including 12, and, except as otherwise expressly provided herein, any right of action for breach of this Agreement prior to termination, shall survive any termination of this Agreement.

a. Client shall defend (or settle, if desired and authorized by Company) at Client's expense any claim or suit against Company, its affiliates or their officers, directors, employees, contractors, agents or other representatives arising out of or relating to: (i) any assertion that the information, content, domain name or other materials or services provided or made available by or under the authority of Client, or the use thereof as specifically authorized by Client, infringe any copyright, trademark or other intellectual property rights of any third party, or are a misappropriation of any third party's trade secrets, or contain any libelous, defamatory, disparaging, pornographic or obscene materials; (ii) the use of the Services by Client or its Users; (iii) any assertion that Client has misused the Registration Data of Users who Company identifies as having stated a preference not to be contacted by Client; or (iv) Client's use of User information not in accordance with the terms and conditions of this Agreement; or (v) any assertion that Client has not complied with the Children's Online Privacy Protection Act.

b. Client shall indemnify and hold harmless Company against and from damages, costs and attorneys' fees, if any, incurred in defending and/or resolving such claim or suit, provided that: (i) Client is promptly notified in writing of such claim or suit; and (ii) Company furnishes to Client, on request, information available to Company for such defense.
 

a. CLIENT AGREES THAT NEITHER COMPANY NOR COMPANY'S AFFILIATES SHALL BE LIABLE OR OBLIGATED (EXCEPT AS SET FORTH HEREIN) UNDER THIS AGREEMENT OR UNDER PRINCIPLES OF CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY, FOR ANY DAMAGES WHATSOEVER, INCLUDING INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OR LOST PROFITS OR COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, ARISING OUT OF OR RELATING TO COMPANY'S SERVICES, EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
 
b. Client acknowledges that Pursuant to Section 512 of the Digital Millennium Copyright Act, Company has a policy providing for termination of account holders who are repeat offenders. However, CLIENT ACKNOWLEDGES AND AGREES THAT IN NO EVENT SHALL COMPANY BE LIABLE FOR ANY DAMAGES, WHETHER IN CONTRACT OR TORT, INCLUDING, BUT NOT LIMITED TO, DIRECT, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OR LOST PROFITS OR COST OR PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, ARISING OUT OF COMPLIANCE OR REASONABLE ATTEMPTS TO: (i) COMPLY WITH UNITED STATES COPYRIGHT ACT; OR (ii) SATISFY REQUIREMENTS TO QUALIFY FOR THE SAFE HARBORS DESIGNATED IN SECTION 512 OF THE DIGITAL MILLENNIUM COPYRIGHT ACT.
 
c. IN NO EVENT SHALL COMPANY BE LIABLE FOR ANY AND ALL MATTERS RELATING TO THIS AGREEMENT FOR ANY AGGREGATE AMOUNT IN EXCESS OF $500.00 U.S.

d. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF CERTAIN LIABILITIES, THEREFORE SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO SOME USERS.
 
e. If you have chosen the virus scanner, please be advised that this virus scanner may not be able to detect or repair all viruses and variants, as new viruses and variants frequently appear. Please be aware that there is a risk involved whenever downloading email attachments to your computer or sending email attachments to others and that, as provided in the Terms of Service, neither Everyone.net nor its licensors are responsible for any damages caused by your decision to do so.

a. Prohibition Against Assignment. Neither this Agreement nor any rights, licenses or obligations hereunder, may be assigned by Client, in whole or in part, without the prior written consent of Company. Any attempted assignment in violation of this section will be void and without effect. Subject to the foregoing, this Agreement will benefit and bind the parties' successors and assigns.
 
b. Applicable Law; Attorneys' Fees. Unless expressly provided otherwise in a written agreement between Company and Client: (i) this Agreement shall be governed by and construed in accordance with the laws of the State of California without reference to conflict of law principles; (ii) in any action to enforce this Agreement, the prevailing party will be entitled to costs and attorneys' fees; and (iii) the sole jurisdiction and venue for any legal actions arising under this Agreement shall be in either the U.S. District Court for the Northern District of California or the Superior Court of California for San Francisco County.
 
c. Entire Agreement. This Agreement, together with all Exhibits, constitute the entire agreement between the parties with respect to the subject matter hereof, and supersede all prior discussions, documents, agreements and prior course of dealing.
 
d. Waiver. The failure of either party to enforce its rights under this Agreement at any time for any period shall not be construed as a waiver of such rights.
 
e. Severability. In the event that any of the provisions of this Agreement shall be held by a court or other tribunal of competent jurisdiction to be unenforceable, such provision(s) shall be limited or eliminated to the minimum extent necessary so that the provision and this Agreement shall otherwise remain in full force and effect and enforceable.

f. Force Majeure. Company shall not be liable, nor in breach of this Agreement, by reason of any failure or delay in the performance of its obligations hereunder on account of strikes, shortages, fires, earthquakes, power shortages, acts of God, or any other cause which is beyond the reasonable control of the parties.
 
g. Publicity. Client acknowledges and agrees that during and after the term of this Agreement, Company shall have the right to use Client's name, logo, URL, Web site screen captures, and description in Company's marketing, publicity, and promotional activities and materials, including, but not limited to, press releases, marketing collateral, and print, radio and television advertisements, without further consent or approval of Client. The parties understand and agree, however, that nothing in this Agreement shall obligate Company to actually use Client's name, statements or testimonials in connection with Company's marketing.
 
h. Third Party Beneficiaries. Company's third party licensors and information providers are intended beneficiaries of this Agreement.
 
i. Headings. Headings and captions are for convenience only and are not to be used in the interpretation of this Agreement.
 
THE PERSON ACCEPTING THIS AGREEMENT REPRESENTS AND WARRANTS THAT HE OR SHE IS AUTHORIZED TO ENTER INTO THIS AGREEMENT ON BEHALF OF CLIENT.