Agreement
between KW Management Group LLC D.B.A. VROwebsites.com
(“VROwebsites,”"We", "Us",
or "Provider") and You, Your heirs,
agents, successors and assigns ("You"or
"Your") and is made effective as of
the date of electronic execution. This document
shall constitute the entire agreement between
VROwebsites and You and while superseding any
other prior agreements, govern Your use of all
VROwebsites’ services.
1. No
Unlawful Conduct or Improper Use
We will immediately deactivate Your Account if
it is found by Us that Your Account is used for
illegal, abusive or unethical activity. Illegal,
Abusive or Unethical Activities include, but are
not limited to inclusion of or linking to, pornography,
mp3's, obscenity, nudity, violations of privacy,
and any harassing or harmful materials or uses,
as determined by Us.
2. No
Spam; Liquidated Damages
You are expressly prohibited from sending unsolicited
bulk mail messages ("junk mail" or "spam").
This includes, but is not limited to, bulk-mailing
of commercial advertising, information announcements,
and political tracts. Such material may only be
sent to those who have specifically requested
it. Malicious or threatening email is also prohibited.
We reserve the right to immediately deactivate
Your use of our service if We discover such activity.
Further, You agree to indemnify and hold Us harmless
from any claim resulting from Your use or distribution
of electronic mail services through the service
provided through this Agreement. Anyone using
our services for spamming will be immediately
subject to a $1 fee for each piece of spam or
unsolicited bulk email transmitted from or otherwise
connected with Your Account.
3. Service
Fees
Monthly service fees will be charged on a monthly
basis on the day that You signed up for the service.
All payments are due on time,
without exception. Any failed charges on an invoice
are subject to a $2.00 service fee. Accounts with
any past due invoices are at risk of suspension
and late fees. Any Account suspended for more
than a 30 day period are terminated.
4. Charge
Backs
There is a $50 administrative fee for any illegitimate
chargebacks placed against Us. Any illegitimate
chargebacks or threatened illegitimate chargebacks
are grounds for immediate Account cancellation.
5. Indemnification
You shall ensure that the Your Account does not
violate or infringe upon the rights of any third
party (including for example, copyrights, trademarks,
patents, moral rights or other intellectual property
rights, rights of privacy or publicity, or other
personal or proprietary rights) and does not violate
the federal, state, or local laws of the United
States, or any other relevant jurisdiction, including
without limitation, laws against slander libel
and defamation. You shall indemnify, defend and
hold VROwebsites, VRO Services as well as all
Provider’s Affiliates and licensees, and
each of their officers, shareholders, directors,
employees and agents harmless from any and all
claims, damages and expenses (including without
limitation, attorneys fees and costs of litigation)
relating to the Your Account. You shall assume
the defense and settlement of such Claims with
counsel reasonably satisfactory to VROwebsites
at Your sole risk and expense. Provider shall
provide You reasonably prompt notice in writing
of any such Claims and provide You with reasonable
information and assistance, at Your expense, to
help Yourself defend such Claims. Provider shall
at all times have the right to participate fully
in such defense at its own expense. You shall
not have any right, without Provider’s written
consent, to settle any such claim if such settlement
arises from or is part of any criminal action,
suit or proceeding or contains a stipulation to
or admission or acknowledgment of, any liability
or wrongdoing (whether in contract, tort or otherwise)
on the part of Provider or its Affiliates or otherwise
requires Provider or its Affiliates to take or
refrain from taking any material action (such
as the payment of fees). The parties agree that
the foregoing indemnity obligations shall survive
the termination or expiration of this Agreement.
6. Representations
& Warranties; Disclaimer; Limitations On Liability
6a.
Warranties
You, or the individuals who electronically execute
this Agreement on behalf of You hereby represent
and warrant that they have the right, power, legal
capacity and appropriate authority to enter into
this Agreement, and that they own and have not
transferred to any other person or entity any
of the rights, claims or interests that are the
subject of this Agreement. You warrant that each
action You make is being done so in good faith
and that You have no knowledge of it infringing
upon or conflicting with the legal rights of a
third party or a third party's trademark or trade
name.
6b.
DISCLAIMER
EXCEPT AS EXPRESSLY SET FORTH HEREIN, VROWEBSITES
AND VROSERVICES ARE PROVIDED ON AN “AS IS”
BASIS AND IS AVAILABLE WITHOUT ANY WARRANTY OR
REPRESENTATION OF ANY KIND, WHETHER EXPRESS OR
IMPLIED. VROWEBSITES MAKES NO WARRANTY THAT ITS
SERVICES WILL MEET YOUR REQUIREMENTS, OR THAT
THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE,
OR ERROR FREE, OR THAT DEFECTS WILL BE CORRECTED.
VROWEBSITES DOES NOT WARRANT, NOR MAKE ANY REPRESENTATIONS
REGARDING THE USE, OR RESULTS OF, ANY OF THE SERVICES
IT PROVIDES, IN TERMS OF THEIR CORRECTNESS, ACCURACY,
RELIABILITY, OR OTHERWISE.
6c.
LIMITATIONS ON LIABILITY
BY ENTERING INTO THIS AGREEMENT, BOTH PARTIES
EXPRESSLY ACKNOWLEDGE THAT THE LIABILITY TO THE
OTHER PARTY IS SPECIFICALLY LIMITED TO AMOUNTS
PAID TO AND RECEIVED UINDER THE TERMS OF THIS
AGREEMENT. BOTH PARTIES HEREBY WAIVE ALL RIGHTS
OF RECOVERY OF ANY DAMAGES, WHETHER ACTUAL OR
SPECIAL, PUNITIVE OR CONSEQUENTIAL, THAT MAY INCUR
OVER AND ABOVE SAID AMOUNTS, INCLUDING WITHOUT
LIMITATION, DAMAGES FOR NEGLIGENCE, LOST DATA,
USE, PROFITS, INCOME, SAVINGS, LOSS OF OR DAMAGE
TO PROPERTY, PERSONAL INJURY, GOODWILL OR ANY
CLAIMS OF THIRD PARTIES WHATSOEVER WITH RESPECT
TO THE SITE OR THE SERVICE. SOME STATES DO NOT
ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY
FOR CONSEQUENTIAL OR ACCIDENTAL DAMAGES, SO THE
ABOVE EXCLUSIONS MAY NOT APPLY TO ALL PARTIES;
IN SUCH STATES LIABILITY IS LIMITED TO THE FULLEST
EXTENT PERMITTED BY LAW.
7. Modification
of this Agreement
You agree that VROwebsites may modify this Agreement
from time to time. You agree to be bound by any
changes that VROwebsites may reasonably make to
this Agreement.
8. Term/Cancellation
The term of this Agreement shall continue in full
force and effect as long as You take advantage
of and use VROwebsite Services.
In the event You cancel Your
service, You will be charged in full for the entire
month in which You canceled Your service. Account
cancellations for Accounts with a negative balance
will be passed on to collections, and all services
rendered to the party with the negative balance
will be terminated, including domain registrations.
9. Survival
The following sections shall survive the termination
of this Agreement: 6 (Representations and Warranties,
Limitation on Liability), 8 (Term: Termination),
10 (Severability), 11 (Notice) and 13 (General).
10.
Severbility
If any term, provision, covenant or condition
of this Agreement is held by a court of competent
jurisdiction to be invalid or unenforceable, the
remainder of the provisions hereof shall remain
in full force and effect and shall not be affected,
impaired or invalidated in any way. Accordingly,
the parties agree that if any provisions are deemed
not enforceable, they shall be deemed modified
to the extent necessary to make them enforceable.
11.
Notice
Any notice, request or demand that is required
or permitted under the terms of this Agreement
shall be in writing and shall be sent by reputable
air courier, mail or telefacsimile, all postage
and other charges prepaid, as the case may be,
addressed to VROwebsites as follows to VROwebsites,
6 West Putnam Avenue, Greenwich, CT 06830. Fax:
503-905-6139.
Such notice, request or demand
shall be deemed to have been given or made: (i)
on the next business day if sent by telefacsimile
(with machine confirmation ), (ii) upon receipt
if sent by courier, or (iii) upon receipt if sent
mail.
12.
Force Majeure
VROServices will make every effort to keep its
Web site and Services operational. However, certain
technical difficulties and other factors outside
of its control may, from time to time, result
in temporary service interruptions. You agree
not to hold VROwebsites liable for any of the
consequences of such interruptions.
13.
General
13a. Governing Law; Arbitration
This Agreement shall be construed and controlled
by the laws of the State of Connecticut. The Parties
shall first attempt in good faith to resolve any
dispute arising out of or relating to this Agreement
by negotiation. If the Parties are unable to resolve
the dispute by negotiation, You agree that any
and all disputes or claims against VROwebsites.com
will be handled by an arbitrator of our hiring
and decisions rendered by such arbitrator will
be final and binding. In the arbitrator rules
in our favor, You will be responsible for any
and all costs related to or associated with such
arbitration.
13b.
Binding Effect
Subject to the limitations set forth herein, this
Agreement will inure to the benefit of and be
binding upon the parties, their successors, administrators,
heirs, and permitted assigns. |