Terms & Conditions for Using Neturf SolutionsThe Client and Neturf Solutions, a division of Neturf Holdings, LLC (hereby referred to as "Neturf"), agree to the following Terms and Conditions (also known as Terms of Service):
1. General Usage Policies
a. Client agrees to use the service in a manner consistent with any and all applicable laws and regulations of the United States of America, and the Client's locality. Reproduction or transmission of any material in violation of any local, state, U.S., or international law or regulation is prohibited. The Client agrees that any material to be reproduced or transmitted on Neturf's service through Client's account(s) does not violate or infringe any copyright, trademark, patent, statutory, common law or proprietary rights of others, or contain anything obscene, libelous or threatening. Neturf reserves the right to determine what is obscene, libelous or threatening. The Client shall defend, indemnify and hold harmless Neturf from and against any claims, liabilities and expenses, including attorney fees, resulting from any Client's use of Neturf services or a Client's account in an unlawful manner or otherwise in violation of or contrary to the Client's Agreement with Neturf or Neturf's Terms of Service. At Neturf's discretion, Neturf may revoke any Client's access to Neturf services or accounts for inappropriate usage.
b. Neturf respects the Intellectual Property Rights, Copyrrights, and Trademarks of others and requires Clients to do the same. It is Neturf's policy to suspend or terminate the access privileges of those who infringe or repeatedly infringe the copyrights or other Intellectual Property Rights of others. If you believe that your work has been posted on the Client Account in a way that constitutes copyright infringement, please contact Neturf's copyright agent at the address below and provide the following information: (a) an electronic or physical signature of the person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; (b) a description of the copyright-protected work that you claim has been infringed; (c) the location on the Client Account of the material that you claim is infringing; (d) your address, telephone number, and email address; (e) a statement by you regarding your good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and (f) a statement by you, made under penalty of perjury, that the information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner's behalf. By submitting a copyright infringement notice, you acknowledge and agree that Neturf or its copyright agent may forward the information you provide in this notice to the person who uploaded the allegedly infringing material. You may write to Neturf's designated agent for notice of copyright infringement at:
Attn: Copyright Agent
PO Box 636
West Linn, OR 97068-0636
c. If you believe that your removed or disabled Content is not infringing, or that you have the authorization or right to post and use that Content from the copyright owner, the copyright owner's agent, or pursuant to law, you may send a counter-notice containing the information required by Section 512(g)(3) of the Digital Millennium Copyright Act (17 USC § 512(g)(3)). Neturf or its copyright agent will forward your counter-notification to the party who submitted the original copyright infringement claim. If the original claimant does not file an action seeking a court order to restrain you from engaging in infringing activity related to the removed or disabled Seller Content within ten (10) business days of receiving the counter-notice from Neturf, then Neturf may, in its sole discretion, reinstate the removed or disabled material.
d. The Client hereby agrees that the Internet is volatile and hereby holds Neturf and any of its affiliates harmless from Internet downtime.
e. Use of Neturf provided services constitutes agreement by Client that Neturf may update, upgrade, or otherwise modify technologically related services, as needed, without prior notification to Client. Certain updates, upgrades or modifications made to Neturf services may constitute a need for the Client to upgrade, update or modify the Client's services and technologies required to maintain optimal usage of Neturf services. The Client may obtain required updates, upgrades or modifications to continue service through additional purchased Neturf services, or other reputable and knowledgable service providers capable of providing necessary updates, upgrades or modifications. Neturf is not responsible for service interruption due to upgrades, updates or other modifications. Client hereby indemnifies and holds Neturf harmless for any outages or loss of online business due to service updates, upgrades or modifications.
2. Security Policies
a. The Client is responsible for all use of the Client's account(s) and confidentiality of password(s), including choosing safe passwords and, if applicable, ensuring file protections are set correctly. Neturf will suspend access or change access to Client's account(s) immediately upon notification by Client that Client's password has been lost, stolen or otherwise compromised. Neturf is not liable for any usage and or charges prior to Neturf making the necessary account alteration.
b. Neturf has implemented technical and organizational measures designed to secure personal information from accidental loss and from unauthorized access, use, alteration, or disclosure. However, Neturf cannot guarantee that unauthorized third parties will never be able to defeat these measures or use personal information for improper purposes. The Client acknowledges that they provide their personal information at their own risk.
c. Neturf reserves the right to change, modify, delete, subtract, add, or in any way alter a Client's work, files, programs, services, content, or other properties residing on Neturf's servers, and take any measures deemed necessary if any aspect of said Client property poses a real or potential security risk to Neturf's servers or Neturf's other Client's properties.
3. Accounting & Payment Policies
a. We accept Checks, Visa, MasterCard, AMEX, and Discover via PayPal Merchant Services online. As well we accept Checks via Postal Mail, Fax, EFT and Visa, MasterCard and Discover via telephone or fax. Client is responsible for all bank fees charged due to a Client's returned payment for Non-Sufficient Funds. If Client fails to make a payment, and/or a payment is returned for Non-Sufficient Funds, the Client agrees that Neturf has the right to restrict services and accounts of the Client's until such time that the client brings any monies due up-to-date. In addition all payments returned for any reason are subject to a return item fee of at least $29.00 (or as charged by our financial institution,) and a returned item processing fee of $30.00; other charges and fees as incurred may be charged to the client account for returned items. If deemed necessary by Neturf, a Security Deposit may be required before restrictions are lifted on Client services and accounts.
b. When paying by Check, or using bank account as the Payment Method for any transaction, service, or other purchase, the Client authorizes Neturf to submit an electronic transfer from the bank account. For these transactions, Neturf may utilize electronic transfers via ACH or via paper check from the bank account and transaction, service, or other purchase price agreed upon. The Client agrees that such requests constitute authorization by Neturf to make the transfers for amounts owed to Neturf. The Client gives Neturf the right to (re)submit an ACH or paper check debit against the original bank account for any amount that is returned or past due; including late fees, finance charges, collection fees, as well as any fees charged by the financial institution such as, but not limited to attorney, bank interest, return item(s), non-sufficient funds, or overdraft fees for funds returned insufficient or uncollected.
c. Late Payments are subject to a 12% Annual Interest Rate with a Minimum Finance Charge of $1.50. Finance Charges begin accruing after a ten (10) day Grace Period from the Invoice Due Date. Accounts with balances more than sixty (60) days past due are subject to termination. A service charge of a minimum one (1) hour billable time at Neturf's then current rate is due for reconnection of any accounts terminated due to non-payment. Neturf is not responsible for any lost sales, information, or other any company collateral due to service termination for non-payment or other violations of these Terms & Conditions.
d. Any service cancellation requires a thirty (30) day notice and will be billed accordingly. All refunds are processed after subtracting compensation for services already rendered and received. Refunds are processed AFTER the thirty (30) day cancellation period has lapsed, and tendered the same method in which the original transaction was tendered. There are no refunds on hosting services already purchased and setup, including annual hosting.
e. All payments received are applied to the oldest invoice balance first regardless of payment designation by Client.
f. All services invoiced by Neturf will be sent via email at no charge from the email account firstname.lastname@example.org or email@example.com. Once the email is sent the invoice is considered delivered, and is due and payable per the timeline and due dates noted on the said invoice. It is the Client's responsibility to make sure that their email address for receiving invoices is properly setup to receive email from firstname.lastname@example.org, email@example.com or firstname.lastname@example.org and have said email addresses Whitelisted and noted in the email Address Book so as to avoid delivery to the Client's spam or junk mail folders. Neturf is not responsible for missed emails due to delivery to spam or junk mail folders and invoices are still considered due and payable per normal billing periods.
g. Those clients wishing to receive a paper invoice via US Postal Service will be subject to an invoice processing fee of $1.50 per billing period in which an invoice is generated. For paper invoicing, clients must contact Neturf Accounting with the request for paper billing.
h. Pre-Paid Service Package Discount Rates are good for 18 months from the date of purchase, after which the discount expires and the funds retain face value on account.
i. Access to Client accounts may be limited or restricted if the Client has a past due balance, services rendered are in dispute and unpaid, or any other reason Neturf deems necessary to protect its property rights and financial interests until such time payment is collected or a payment agreement established.
j. Clients choosing to utilize Automated or Recurring payments on account, including but not limited to, automated credit card payments, ACH or Paper Drafts from Bank Account(s); may have the credit or debit process up to twenty-four (24) hours prior to the noted Due Date stated on the Invoice or Order. The Client is responsible to have the funds available for withdraw up to twenty-four (24) hours prior to the noted Due Date. Neturf is not responsible for any bank or financial institution fees due to non-sufficient funds or overdrafts resulting from the Automated or Recurring payment clearing the Client account and resulting in overdraft, non-sufficient funds, or returned check fees.
4. Project Completion Policies
a. Estimated project completion dates are not guaranteed and are subject to change pending circumstances (e.g. Client changes in design specifications, Neturf work load, etc.) Typical projects will be completed in a timely manner pending changes in design specifications.
b. Full or partial payment on an Invoice or Order constitutes acceptance of the work specifications "as-noted in the Description section" to be performed. Any deviations must be noted in writing and signed by both parties.
c. All services or products must be paid in-full, one-hundred percent (100%) with a zero dollar ($0.00) balance due before the service or product may be used for normal Client business activity or often referred to as (go-live). Any service or product taken live must have the full balance due paid within twenty-four (24) hours to avoid immediate collection activities and associated collection costs in addition to the original balance due.
5. Custom Project Policies
a. The Total Sale Price for Custom Services shall be payable in two (2) equal payments (two payments of fifty percent of the Total Sale Price) with exception to the following: Client is receiving special promotional price, a module, or the total sale/estimated price is under $1,000 in which the full amount shall be due and payable upfront.
b. The first payment, which shall be considered a retainer for time and services rendered, will be due upon the receipt of all orders and is required prior to booking a project start date. Work will not begin on a project order until the retainer payment is received in full.
c. The second payment shall be due pending the Client's approval of the final product, but no later than sixty (60) days after the signing of the custom services contract unless duly noted on the Agreement. If the Client's project is not complete, Neturf will continue and complete any original work as contracted per the project terms.
d. The second payment shall finalize the custom services agreement, thus transferring the non-transferable license of the final product created by Neturf to the client. If Client does not approve of final product, Client reserves the right to retain all original artwork provided by Client, but Neturf shall retain rights to possession of final product.
e. There will be NO REFUNDS of the retainer for custom services already in progress. The retainer for cancelled projects already in progress shall be considered payment for services rendered by Neturf in a good-faith effort to abide by the Agreement between the Client and Neturf. If possible and applicable, Neturf may provide the Client with work accumulated pending the retainer fee covers the work developed. Should the time and work invested exceed the retainer, the Client may purchase the remaining work by paying the additional hours accumulated up through the date of cancellation.
f. Per the Client's request, Neturf will work with and integrate 3rd party solutions as needed. Payment for the use of 3rd party solutions, on-going maintenance, and service of 3rd party solutions is the sole responsibility of the Client. Lack of Client willingness to pay for said 3rd party solutions in no way negates the responsibility of the Client to remit payment to Neturf for the time required and spent integrating or working with said 3rd party solutions. Any future updates, upgrades or changes in terms between the selected 3rd party solution and the Client are the sole responsibility of the Client. The Client may choose to retain Neturf for assistance with 3rd party updates, upgrades or changes at Neturf's current service rates and must be contracted in writing.
g. Should the Client decide to purchase additional services after the initial retaining fees for custom services have been paid, the Client must pay an additional retainer for the additional custom services before any work on the additional services will begin. The retainer will be due in accordance with the terms as listed herein item 5(a).
h. Custom programming completed by Neturf for the Client is completed on an "as-is, here-and-now" basis, meaning programming is coded to work for systems available at the time of programming. Should future circumstances dictate reprogramming or debugging due to technological changes in available systems or requirements (e.g. subject but not limited to, a change in programming language standards, or browser rendering requirements, etc.) the Client is responsible for hiring Neturf or a qualified programmer to complete the additional custom programming, updates, upgrades, changes, or debugging at current rates, or purchase a Service Contract to cover such unforeseen circumstances. The retainer will be due in accordance with the terms as listed herein item 5(a).
6. Complete Digital Web Management Package Policies
a. The purchase of Complete Digital Web Management Package shall consist of a one-time Setup charge (to cover intial implementation time investment), in addition to an on-going monthly fee (to cover estimated maintenance and task requirements based on the Client's projected needs).
b. The Complete Digital Web Management Packages will include the following base services: hosting of the Client's website, the annual renewal of one (1) domain name, regular maintenance of necessary web technologies, and other marketing services as monthly accrued time permits. Additional premium email services can be purchased for a separate fee based on Client’s needs.
c. Clients purchasing the Complete Digital Web Management Packages will receive a set number of hours with each monthly payment, based on the package level purchased. These hours are available for use on in-house web, design, HTML, marketing and advertising services at a set discounted rate; so long as the Client remains on the package with their account in good standing. Programming and coding for web or application development, API or SDK integration are available for an additional cost. Hours not used during a month will roll over and bank for future use at the discounted rate, so long as the Client's account remains on an active Complete Digital Web Management Package in good standing.
d. Complete Digital Web Management Packages require the Client to be signed up with recurring autopay on file. Clients failing to keep their account in good standing, or continuing to fall behind on payments may be required to submit deposit of first and last monthly payments on file.
e. All Complete Digital Web Management Packages are month-to-month, and can be canceled at any time. Should the Client wish to cancel their Complete Digital Web Management Package, they will need to submit a 30 day cancellation request to allow proper time for cancellation of integrated services and maintenance tasks. Any hours must be used prior to cancellation to avoid forfeiture of potential unused time.
f. By purchasing a Complete package, Client is providing authorization for Neturf Solutions to manage all aspects of the Client’s online and digital media’s. This authorization allows Neturf Solutions to make changes or updates to the Client’s services without prior notification or requests when the modifications are in the Client’s best interest, or overall security interests. Neturf Solutions shall be indemnified of any negative repercussions to the Client’s business when modifications are made in the interests of security.
7. Domain Name Related Policies
a. The Client hereby agrees to be the registered owner of the domain(s) contained within the Client's account unless the Client's selected service dictates otherwise. If applicable, the Client hereby authorizes Neturf to transfer said domain(s) to Neturf's Registrar Service and/or Neturf's affiliated DNS for management. This authorization to transfer will be considered valid and in effect as of the date Client initiates Neturf services and accounts.
b. As a Value Added Service, Neturf will provide privacy to its Clients from marketers by acting as the Domain Agent and contact for all Domain Whois information. If desired, and for no charge, the Client can request to have their contact information appear in the Whois for any domain they own.
8. Managed Web Design Policies
a. Those Clients purchasing Managed Web Design are entering into a month-to-month contract with Neturf. Neturf will bill services on a quarterly basis. The Client reserves the right to request monthly billing; however clients receiving monthly billing will be charged a $2.00US administrative fee. This contract may be cancelled at any time with thirty (30) days written notice. In the case of early termination Neturf will issue a refund of monies collected for services not yet received, provided Client has complied with thirty (30) days written notice and all applicable minimum service requirements.
b. In order for Client to qualify for a free domain name (e.g. www.clientsbiz.com) there is a three (3) month minimum service contract. Any early terminations are subject to a domain name termination fee of $25.00 US. There is no minimum service contract for second-level domain names under www.neturf.com (e.g. www.clientbiz.neturf.com).
c. Client domain names (e.g. www.clientbiz.com) are the Client's to keep once the minimum contract period has elapsed. After minimum contract period, Client may transfer their domain name to any web hosting company they choose without penalty.
d. All Managed Web Design websites, graphics and content created by Neturf for Client use shall remain the property of Neturf and shall not be used without written permission from Neturf. Any Client wishing to take the website, graphics, or content that Neturf created for Client use while with Neturf will be subject to a buyout fee to be determined by Neturf at the time of the buyout. The buyout price will be determined by taking the present value of the website, web hosting, maintenance, and any other options added to the site, less monies paid for the Managed Web Design service.
e. All Monthly Maintenance must be supplied by the Client in electronic format (e.g. email, file on disk, etc.) Any changes made that are not in electronic format are subject to additional fees for input time.
9. Client Content
a. In connection with your Neturf Account and any service included in the Client Account, you may upload files, photos, logos, products, services, and other materials, content, or copy to the Client Account. You agree that you will not upload Content to the Client Account unless you have created that content yourself, or you have permission from the copyright owner to do so.
b. For any Content that you upload to the Client Account, you grant us and our subsidiaries, affiliates, and successors a worldwide, non-exclusive, royalty-free, fully-paid, transferable, and sub-licensable right to use, reproduce, modify, adapt, publish, prepare derivative works of, distribute, publicly perform, and publicly display that Content throughout the world in any media in order to provide and promote Neturf's business and services. You retain all rights in your Content, subject to the rights granted to Neturf in this Agreement. You may modify or remove your Content via your Neturf Account or by terminating your Neturf Account.
c. You agree not to upload to the Client Account or otherwise post, transmit, distribute, or disseminate through the Client Account any material that: (i) is false, misleading, unlawful, obscene, indecent, lewd, pornographic, defamatory, libelous, threatening, harassing, hateful, abusive, or inflammatory; (ii) encourages conduct that would be considered a criminal offense or gives rise to civil liability; (iii) breaches any duty toward or rights of any person or entity, including rights of publicity, privacy or trademark; (iv) contains corrupted data or any other harmful, disruptive, or destructive files; (v) advertises products or services competitive with Neturf's or its partners' products and services, as determined by Neturf in its sole discretion; or (vi) in Neturf's sole judgment, is objectionable, restricts or inhibits any person or entity from using or enjoying any portion of the Services, or which may expose Neturf, its affiliates, its customers, or Buyers to harm or liability of any nature.
d. Although Neturf has no obligation to review, edit, or monitor any Client Content, Neturf reserves the right, and has absolute discretion, to remove, review, edit, or disable any Client Content at any time and for any reason without notice. You understand that by using the Client Account, you may be exposed to Client Content that is offensive, indecent, or objectionable. We take no responsibility and assume no liability for any Client Content, including any loss or damage to any of your Client Content.
10. Vulnerability Scanning Services
a. Security Audits. Vulnerability scanning services only serve as a passive conduit to provide vulnerability scanning and are not intended to fix, remedy, prevent, or eliminate any vulnerabilities or insecurities. Vulnerability scanning scans only for major known vulnerabilities, and a successful scan does not guarantee or ensure that a system is free of all vulnerabilities or insecurities. Any client site failing a scan may be deactivated for server security until such failures are rectified. Such service deactivation is at the sole discretion of Neturf without recourse.
b. Changes in Services. Neturf may modify the vulnerability scanning service at its sole discretion, including removing, modifying, or updating the specific scans performed. These modifications may be made without notice from Neturf.
11. Intellectual Property Rights
Neturf Intellectual Property Rights. Neturf shall retain, and neither Client nor any Other Party shall obtain or claim, any and all title, interest, and ownership rights in:
a. Neturf developed web-based business applications and solutions, including all techniques and ideas embedded therein,
b. all copies or derivative works of Neturf developed solutions, regardless of who produced, requested, or suggested the copy or derivative work,
c. all documentation and materials provided by Neturf to Client, and
d. all of Neturf's copyrights, patent rights, trade secret rights and other proprietary rights.
e. Client purchase of Neturf solution(s) grants the Client a non-transferable, one-time license for utilization of purchased solution for the Client's sole purpose, not including repackaging, resale, or other form of economic gain on a derivative work of a Neturf solution without proper authorization.
a. Neturf may amend the prices listed on its website for client services at any time.
b. These Terms of Service are subject to change at any time, of which the Terms of Service posted online at http://terms.neturf.com will be considered the most current Terms of Service in which both parties agree to abide by.
c. All changes are effective upon the earliest of Neturf's posting of the changes on its website or notification to client of such changes.
d. The Client's continued use of its account, website, or continued participation in Neturf's services shall constitute the Client's acceptance of the amendments.
e. In the event that an amendment materially affects the Client's rights herein, the Client may terminate this Agreement within thirty (30) days of the effective date of the change.
a. Client shall defend, indemnify and hold harmless Neturf and its officers, directors, employees, and agents from and against all claims, costs, damages, expenses, losses or other liabilities (including out of pocket expenses and reasonable attorneys' fees) finally awarded against or finally settled with Neturf arising out of Client's negligence or willful misconduct in the performance of this Agreement or Client's breach of the terms of this Agreement.
b. If Neturf seeks indemnity under this section, Neturf shall promptly provide to Client notice of any claim or action giving rise to the right of indemnification; permit Client to control the defense and retain counsel to represent Neturf, the costs and fees of which shall be borne by Client; and provide reasonable cooperation to Client in the defense and/or settlement of the action.
c. Client agrees to indemnify and hold harmless Neturf and its officers, directors, employees, and agents from and against any claims, costs, damages, expenses, losses or other liabilities resulting from any social media, or respective channel, postings made on behalf of the Client as a result of normal business services rendered.
14. Disclaimer and Limitation of Liability
a. The Services provided over the Internet are subject to the operation of the Internet and telecommunications infrastructures as well as the operation of Clients Internet connection services, all of which are beyond the control of Neturf.
a. Warranty Disclaimer; Assumption of Risk. EXCEPT AS SPECIFICALLY SET FORTH HEREIN, NETURF EXPRESSLY DISCLAIMS ALL WARRANTIES WHETHER EXPRESS OR IMPLIED AND AT LAW OR IN EQUITY. NETURF EXPRESSLY DISCLAIMS THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. THIS DISCLAIMER IS EFFECTIVE TO THE MAXIMUM AMOUNT ALLOWED UNDER ANY APPLICABLE LAW. NETURF DOES NOT GUARANTEE THAT THE SERVICES WILL MEET CLIENTS REQUIREMENTS OR EXPECTATIONS OR THAT ACCESS TO THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE.
b. Damage Limitation. TO THE FULLEST EXTENT PERMITTED BY LAW, THE TOTAL LIABILITY OF NETURF AND ITS AFFILIATES AND THEIR OFFICERS, DIRECTORS, PARTNERS, EMPLOYEES, AND CONTRACTORS FOR ANY AND ALL DAMAGES, CLAIMS, OR LOSSES RESULTING FROM OR CONNECTED TO THIS AGREEMENT, REGARDLESS OF THE NATURE OR TYPE OF THE CLAIM, DAMAGE, OR LOSS, SHALL BE LIMITED TO THE AMOUNT PAID BY CLIENT FOR THE SERVICE GIVING RISE TO SUCH LIABILITY. FURTHERMORE, CLIENT WAIVES ALL LIABILITY FOR SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES THAT MIGHT OCCUR UNDER THE AGREEMENT OR THROUGH THE USE OF THE SERVICES. THIS WAIVER INCLUDES ANY DAMAGES FOR LOST PROFITS, REVENUE, USE, OR DATA AND SHALL APPLY EVEN IF NETURF IS AWARE OF THE POSSIBILITY OF SUCH DAMAGES. The limitations herein shall apply regardless of the reason for the liability, regardless of the extent or nature of the damages, and regardless of whether any other provisions of this Agreement have been breached or proven ineffective.
c. Exceptions. Client may have additional legal rights that do not allow the exclusion of implied warranties or the exclusion or limitation of certain damages. If such laws apply, the exclusions and limitations of liability shall only apply to the maximum extent allowed by law.
15. General Legal Policies
a. Independent Contractors. Neturf and Client are acting as independent contractors and not as employees or agents of the other. Neturf and Client are not, and shall not in any direct or indirect way hold themselves out as or be considered to be, joint ventures, partners, principals, servants, employees, or fiduciaries of each other. Neither party shall have the power to bind or obligate the other. There shall be no liability on the part of one party to any third party for any liability or debts incurred by the other party. Each party shall be responsible for its own expenses and employees. Nothing herein shall prohibit Neturf and Client from engaging in co-marketing efforts.
b. Adherence to Standards. The parties agree to comply with any applicable privacy standards. Neturf and Client agree to protect each other's intellectual property, good will, and reputation and to assume mutual fiduciary duties to protect each other's products and services.
c. Notices. All notices shall be in writing and in American English. Notices shall be made by first class mail, return receipt requested, sent to: Neturf Solutions, PO Box 636, West Linn, Oregon, 97068-0636, USA. Notices to Client shall be sent to the physical or email address provided during the registration process.
d. Entire Agreement. This Agreement, along with all of the documents referred to here, shall constitute the entire agreement between the parties and shall supersede any other existing agreements between them, whether oral or written, with respect to the subject matter hereof. There are no oral understandings or undertakings of any kind.
e. Modifications and Waiver. Except as otherwise specified herein, all amendments to this Agreement must be in writing and signed by both parties. The failure of a party to enforce any of the terms or conditions herein shall not constitute a waiver of that party's rights to enforce each and every term and condition of this Agreement.
f. Force Majeure and Internet Frailties. Any delays in or failure by either party in the performance of any obligation under this Agreement shall be excused to the extent that such failure or delay is caused by occurrences beyond such party's reasonable control. Each party acknowledges that the Internet consists of a series of networks that are subject to failures and errors. In no event shall either party be liable for or as a result of any such failures or errors.
g. Impossibility. Neither party shall be liable for failing to fulfill any provision of this Agreement that is rendered impossible as a result of an operation of law or because of an act of a government or political subdivision having jurisdiction over the party or over a parent of the party.
h. Settlement by Arbitration: Any claim or controversy that arises out of or relating to this agreement, or the breach of it, shall be settled by arbitration in accordance with the rules of the American Arbitration Association. Judgment upon the award rendered will be entered in, and subject to the courts with jurisdiction in the State of Oregon, Venue Clackamas County.
i. Severability. Should any section of these terms and conditions be found to be invalid or unenforceable, that section(s) inability to be enforced will not in any way take away from or affect the enforceability of any other section of this contract.
1. A place, or territory, on the internet; a developed piece of internet real estate; a website application. 2. An interactive advertising business solutions company.