System100™ Terms and Conditions of Use

System100™ Terms and Conditions of Use

<  system100_login_logoIMPORTANT – BY LOGGING INTO THIS SYSTEM100™ SITE, MEMBER/USERS HEREBY ACKNOWLEDGES AND AGREES WITH THE FOLLOWING System100™ Terms and Conditions of Use.

 

These Terms and Conditions regard the use of System100™ hosted software (hereinafter referred to as the “Site”); the Operations Manual (hereinafter included under “products and services”), which is owned by Ebiz Products LLC (hereinafter referred to as “Ebiz”) having been licensed to Ebiz Products, LLC (hereinafter referred to as “Subscriber”). “Products and Services” will refer to those products and/or services selected or initiated by the Subscriber, which may include System100™, Operations Manual, intranet applications and web hosting, optional fee-based professional services, and other Ebiz services available from time to time (collectively, the “Services”). “Subscriber” will refer to the individual or entity (subscribing organization or its authorized representative), which is licensing said products and/or services from Ebiz.

  1. SERVICES; STATEMENT OF INTENDED USE

The Services refer to all features and applications of System100™ including, but not limited to, intranet, System Buster, Contact Manager, Document Repository, Scheduler, Repair Request, Preventative Maintenance System, Absent/Tardy System, Request for Leave, Delivery & Pickup System, Bill of Lading, Proof Packing, Proof Correction System, Form Change, System Override, Waste Charts, Label Request System, Inventory Order System, Purchase Order System, Company Memo, Company-wide calendar, Database Builder, Announcements, Member/User lists, Polling System, Task System, Job Ticket/Work Order Update, and discussions applications. Together, these Services are referred to herein as Features of System100™. The Subscriber will be assigned a unique URL for accessing the Site. The Services, all information, products and services contained or described in the Services or any Linked Features of System100™, and the URL may be accessed and used solely by the Subscriber and its Members/Users, for purposes of establishing and maintaining an intranet and for internal use of System100™ and its features. Ebiz may at any time terminate the Services or any feature of the Services, or the Subscriber’s or its Members’/Users’ access to the Services, as provided in Sections 4 and 5 herein. All changes to the Services will be subject to these Terms.

  1. BILLING INFORMATION; SITE ADMINISTRATOR

By logging into the Site, you are acknowledging that you are a Member/User, specifically known and identified to the Subscriber, and have obtained specific permission to access the same. The Subscriber has provided accurate and complete billing and other information to Ebiz and has agreed to promptly notify Ebiz of any changes to said information. The Subscriber has assigned a “Site Administrator,” and exercises certain options to initially determine the level of privacy and security for the Site. For example, the Site Administrator will determine who can be a Member/User of the Site and the level of permissions that Members/User will possess. Each Site Administrator may designate other Members/Users as additional and/or successor Site Administrators, and is responsible for confirming that such person(s) accept such responsibility. Upon becoming a Site Administrator, each person will be deemed to agree to the obligations of a Site Administrator here-under.

  1. PASSWORD; SECURITY

The Subscriber will select a Site Name and Members/Users, and will assign each Member/User a user name and password. The Subscriber will be assigned a unique URL by Ebiz. Ebiz will use reasonable efforts to assign to the Subscriber the Site Name that the Subscriber selects; however, the Subscriber may not select or use a Site Name that has been previously assigned to another subscribing organization. Ebiz reserves the right to reject use of a Site Name if Ebiz, in its sole discretion, determines (a) the Site Name is deemed offensive or its use violates applicable law, (b) the Subscriber has selected or is using a Site Name of another party with the intent to impersonate that party, or (c) the Site Name contains, may interfere or be confused with, violate, exploit, or capitalize on, the name, goodwill, trade name, trademark, registered trademark, service mark, or proprietary or other rights of any party. If Ebiz rejects or terminates use of a Site Name because of a violation or threatened violation of this Section 3, it may elect, at its sole discretion and without prior notice to select an alternate Site Name, to allow the Subscriber to promptly select another acceptable Site Name, and/or to Terminate as provided in Section 4 herein. The Subscriber and its Members/Users are entirely responsible for maintaining the confidentiality of all passwords for access to its System100™ Site and the information stored on the Site (collectively, the “Site Information”), and of all information that they transmit through the Services, for selecting the Members/Users and their permissions, for any and all usage and activities that occur in connection with the passwords, Site Name, Site Information and Site, and for all Site content. The sharing of user login names and/or passwords by more than one individual to avoid the payment of member fees constitutes a violation of these Terms of Use.

The Subscriber will notify Ebiz immediately of any known or suspected unauthorized use, activities or disclosure of the Site or any information, or any other breach of security. Ebiz will not be liable for any failure by the Subscriber or its Members/Users to comply with this Section 3 or any other provision of these Terms. In the event that a dispute arises over the rightful control of any Site, Ebiz will have no obligation to any party to continue to grant access to the Site except under an order from a court of competent jurisdiction.

  1. TERMINATION

Ebiz, in its sole discretion, may terminate, cancel, suspend, limit, discontinue, and/or deactivate (temporarily or permanently) all or any part of the Services, any password, Site Name, any part or all of the Site, and/or the Subscriber’s and/or its Members’/Users’ access to and use of any part or all of their personally identifiable information (collectively, “Personal Information”), Site Information, the Services and/or the Site, and/or their rights under these Terms (all of the foregoing rights and actions to “Terminate” or a “Termination”), all at any time, including, without limitation, if (a) Ebiz believes or determines that the Subscriber or a Member/User has violated or is threatening to violate these Terms or other policies of Ebiz, any Third Party Providers or applicable law, has misused or is threatening to misuse the Services, or has conducted or is threatening to conduct any fraudulent, abusive, or illegal activity; (b) Ebiz believes or determines that the Subscriber or any of its Members/Users have accessed or are attempting to access any part of the Services or Content, or the Site, or Personal Information of any other subscribing organization or its Members/Users; (c) the Subscriber assigns its rights to the Site or the Site Name to another individual or entity; (d) Ebiz discontinues the Services or any part thereof for any reason; (e) the Subscriber or its Members/Users make excessive use of bandwidth, or transmits excessive numbers of e-mails, notices or other transmissions inconsistent with the number of members registered and using the Service in the sole discretion of Ebiz. Ebiz reserves the right to investigate the validity of any complaint presented to Ebiz which alleges that any site has been used to conduct fraudulent, abusive or illegal activity, or has been used in any way which violates these Terms. Such investigations may include logging on to the Site and/or reviewing any data or information contained therein. Ebiz will not, however, provide any such information to any third party unless required by law or court order.

A Termination described in Section 4(a), (b), (c), (d) or (e) may be made with or without notice and will be effective immediately. In the event of Termination, Ebiz may remove and/or permanently delete from its servers all of the Subscriber’s and its Members’/Users’ Site Information and Personal Information and/or all backup copies thereof, without further notice and without any liability on the part of Ebiz to the Subscriber, its Members/Users or any third party. Notwithstanding anything in these Terms to the contrary, if Ebiz reasonably believes or determines that the Subscriber or any of its Members/Users has violated or is threatening to violate applicable law or the provisions of Section 4(b) or has conducted or is threatening to conduct any fraudulent, abusive, or illegal activity, Ebiz may, without any notice, refer the Subscriber and/or its Members/Users to appropriate law enforcement agencies, and/or immediately remove and/or permanently delete the Site Information and/or Personal Information as otherwise provided herein. If a Subscriber or its Members/Users are the subject of a Termination described in this Section 4, they may not be reinstated or continue to use the Services in any manner or for any reason. If the Subscriber wishes to terminate its Site and use of the Services, it must notify Ebiz by sending an email to: [email protected]. The provisions of Sections 6, 10, 13, 14, 15 and 16 will survive any Termination under Section 4 or 5 and any discontinuance.

  1. ACCESS TO SERVICES; SUPPORT; THIRD PARTY PROVIDERS; RIGHTS

In order for Members/Users to use the Services, the Subscriber must maintain access to the World Wide Web at their own expense, and provide all equipment necessary to make such connection, including computer(s), modem(s) or other access device. The Subscriber and its Members/Users may access the Services and the Site only by means of the interface provided by Ebiz. Although the Services and Site are generally accessible worldwide, access may not be available to all persons or in all locations. Ebiz reserves the right to limit access to the Site or the Services by any Subscriber, Member/User, or other individual, from any location. The Services provide the ability to link to other World Wide Web sites. This feature is provided for the convenience of the Subscriber and its Members/Users only, and are not reviewed, monitored or controlled by Ebiz. Ebiz does not endorse, is not responsible for, and makes no representation or warranty concerning the reliability or availability of these Linked Sites or the accuracy, reliability, completeness or authenticity of their contents, advertising or products, and is not responsible for web casting or any transmission received from any Linked Site. Use of Linked Sites is subject to the privacy policies, terms of service and other conditions applicable to such sites. All linking to Linked Sites is at the sole risk of the Subscriber and its Members/Users. Any concerns regarding any Linked Site or its content, products or services should be directed to the administrator or webmaster of such Linked Site.

  1. FEES

All fees are payable in US dollars unless invoiced or charged by Ebiz in another currency, in which case the fees must be paid in the currency invoiced. All transmission fees, currency translation fees, wire and bank fees chargeable by or deducted from remittances by any bank, including the transmitting, intermediary or recipient bank are the responsibility of the remitting party (Subscriber). Merchant fees charged by Credit Card Companies assessed to Ebiz will be absorbed by Ebiz and are expressly not the responsibility of the remitting party (Subscriber).

For purposes of the System100™ Agreement, one person is designated as the responsible contact for purposes of billing and payment of fees (the “Billing Contact”). The Billing Contact is not personally liable for the Site fees; nor are individual site Members/Users. The obligation to pay fees rests with the Subscriber. The Billing Contact may be changed only by contacting Ebiz. The Services are provided on a subscription basis. Such subscription charges entitle the Subscriber and its Members/Users to use the Services without any banner advertising or sponsorship advertising within the product. Subscriber and its Members/Users agree that, should subscription charges not be paid in a timely manner, Ebiz may, in its sole discretion, discontinue service until such time as the payments are brought current. Subscriber and its Members/Users further agree that should payment for the Services be made to a third party in connection with its offering of our service, and said third party fails to make payments to Ebiz, Ebiz may, in its sole discretion, discontinue service until such time as the payments are brought current.

The Monthly Subscription Fees are charged in accordance with Ebiz’ prices agreed upon at the time of initial subscription to the service. Billing will begin starting with the first day after the creation of the Subscriber’s Site. Fees will be assessed based upon the number of Site Members/Users and Services agreed upon, as of the billing date. It is the responsibility of the Site Administrator(s) to monitor and update their site Member/Users. Ebiz will not be responsible for deleting or updating Site Member/User records, nor will Ebiz agree do so. Deletion of Member/User records must be done by a Subscriber’s Site Administrator. Subscription fees are billable to the person designated by the Subscriber. It is the Subscriber’s responsibility to ensure that the billing contact information is complete and accurate at all times. Only a Subscriber may cancel a site subscription. Cancellation may be made at any time after terms of the System100™ Agreement have been met, per an e-mail instruction to Ebiz. Cancellation requests must be addressed to [email protected].

Said cancellation will take effect, for billing purposes, as of the last day of the calendar month in which the cancellation request is received by Ebiz. Upon receipt of a valid cancellation request, Ebiz may deactivate the Site at its discretion. Unless and until a cancellation request is received by Ebiz, the Subscriber agrees that Ebiz may automatically draft, charge the credit card on file, or invoice, for the full amount of each succeeding month’s subscription.

Ebiz reserves the right to increase the fees only in accordance to the term stated in the System100™ Agreement between Subscriber and Ebiz. Ebiz will provide no less than thirty (30) days advance notice to Subscriber of its intention to do so.

  1. THIRD PARTY (PARTNER) SITES

Subscriber may register for the Services through a Partner who may be a reseller of the Services on behalf of Ebiz. In such cases, the Subscriber hereby agrees that Ebiz may provide membership, billing and other necessary contact information, including, but not limited to “personally identifiable member information” to the Ebiz Partner notwithstanding anything contained in these Terms of Use.

  1. STORAGE AND FILE DOWNLOAD/BANDWIDTH LIMITATIONS

Storage space for the Subscriber is currently provided in accordance with the Ebiz’ System100™ Agreement and it may be impossible to store some data or information at the Site due to space constraints. The Subscriber agrees that Ebiz is not responsible or liable for any insufficient storage capacity or the deletion or failure to store data or information. Ebiz reserves the right to limit the file download and/or bandwidth capacity of any or all sites, at its sole discretion, if it deems such limitation to be in the best interests of the operating performance across all sites. In addition, Ebiz reserves the right, on a daily basis, to limit the number of e-mails transmitted from its servers for any individual site or group of related sites, at its sole discretion. The purpose of said storage space is generally for non-graphic business documentation and other low-resolution images.

  1. PRIVACY

Ebiz respects the privacy of its Subscriber and its Members/Users. Information submitted on System100™ is solely viewed by Ebiz employees & contracted programmers. This information is used to contact the customer when necessary. No information collected will be purposely shared with any other company or website. Ebiz will cooperate with legal authorities in releasing information about Subscriber and its Members/Users who violate this Anti-Spam Policy.

  1. SUBSCRIBING ORGANIZATION’S AND MEMBERS/USERS RESPONSIBILITIES

All Site Information, personal information and other information stored, publicly posted or privately transmitted through the Services by the Subscriber and its Members/Users, the confidentiality and privacy of all of the same, and of the Site, and all uses of the Services and the Site by the Subscriber and its Members/Users are their sole responsibility. Without limitation, the Subscriber and its Site Administrator(s) are responsible for monitoring the contents, use of and access to the Site and all such Information, and use of and access thereto by Members/Users who are minors. Without limitation, the Subscriber agrees that it and its Members/Users will use the Services and the Site only in accordance with these Terms, and will not use them to:

(a) upload, store, post, link to, email or otherwise transmit, distribute, publish or disseminate any Site Information, content or other information (i) that is unlawful, harmful, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, pornographic, objectionable or libelous, or promotes such activity, including that deemed to be terrorism; (ii) that (or the transmission, distribution, publication or dissemination of which) infringes any patent, trademark, trade secret, copyright, or other rights or proprietary rights of any party, violates any contractual or fiduciary relationships (such as inside, proprietary or confidential information); (iii) that is harmful to minors; or (iv) that contains software viruses, Trojan horses, worms, time bombs, cancelbots or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment or circumvent any “copy-protect” devices, any other harmful or disruptive program, or any warez, cracks, hacks, associated utilities or other piracy-related information;

(b) provide inaccurate, incomplete, outdated or misleading Subscriber information or e-mail addresses, create a false identity or manipulate identifiers to mislead or to disguise the origin of any information stored on the Site or transmitted through the Services, or impersonate or otherwise misrepresent any affiliation with any person or entity;

(c) modify, use, download, publish, upload, post, transmit, transfer, sell, reproduce, create new or derivative works from, license, distribute, perform, display, broadcast, exploit or otherwise copy any portion of the Services, Site Name, or any Content, or any products or other services (including software) obtained there from, or permit access to the same by any unauthorized person or entity;

(d) interfere with or disrupt any links or click-through URLs provided through the Services, or servers or networks connected to the Services, or violate the regulations, policies or procedures of such servers or networks, or interfere with another subscribing organization’s or member/user’s use and enjoyment of the Services;

(e) attempt to gain unauthorized access to the Services, Content, other Sites, Site Information or Personal Information, or other computer systems, servers or networks connected to the Services; or

(f) violate (intentionally or unintentionally) any applicable local, state, national or international law or regulation, including, but not limited to, regulations promulgated by the U.S. Securities and Exchange Commission, any rules of any securities exchange of any jurisdiction, laws regarding the transmission through the Services of technical data or software exported from the United States and/or the country(ies) in which the Subscriber and its Members/Users reside, and laws and regulations regarding online conduct and acceptable content of the Subscriber and its Members/Users’ transmissions, Site and Site Information.

This designation does not, under any circumstances, give the Subscriber and its Members/Users the right to post content that is unlawful, harmful, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, pornographic, objectionable or libelous, or promotes such activity, as determined at Ebiz’ sole discretion. Posting of such material as listed in this Paragraph 10 is a violation of this Agreement and will be dealt with in accordance with Paragraph 4 herein. If Ebiz discovers a violation of this Agreement, the site may be terminated in accordance with Paragraph 4 herein. Ebiz does not monitor information transmitted through the Services, Site Information, or use thereof, except to the limited extent permitted in this Agreement. Ebiz has the right (but not the obligation) to delete, move or edit and to require the Subscriber to delete, move or edit any Site or Personal Information that violates the same. Ebiz reserves the right to examine the information or customer data contained within any Site, however, for the sole purpose of determining if a violation of this Agreement has occurred. The Subscriber must evaluate and bear all risks associated with use of any Site Information and any other information or products obtained from the Services, including any reliance on the accuracy, completeness or usefulness thereof.

  1. ANTI-SPAM POLICY

Ebiz does not condone or allow spam. The Subscriber and its Members/Users may not use the Services, Content, Ebiz Products LLC name, System100™ name or servers, the Site Information or the Sites to email or otherwise transmit, distribute, publish or disseminate any unsolicited advertising, survey, promotional materials, “junk email,” “spam,” “chain letters,” “pyramid schemes,” or any other form of solicitation or duplicative or unsolicited messages (commercial or otherwise) with respect to the Sites, Site Information or any other business, product or service, and may not use the Site Name as the return address on any unsolicited communication. To report a violation, contact us at [email protected]. Information submitted through System100™ is viewed solely by Ebiz employees. This information is used to contact the customer when necessary. No information collected is purposely shared with any other entity. Ebiz will cooperate with legal authorities in releasing information about Subscriber and its Members/Users who violate this Anti-Spam Policy.

  1. BACKUP

Ebiz regularly backs up Site Information stored on the Site, and stores the same for a limited time. Subject to the limitations set forth in Sections 4 and 5 hereof, upon the Subscriber’s request and payment of the then-current fee, we will make reasonable efforts to restore Site Information. Ebiz will have no liability for any failure to back up or restore such Site Information, or for interruptions, delay or suspension of access to or unavailability of Site or Personal Information, or any loss of such Information, data or transmissions.

  1. WARRANTY DISCLAIMERS AND LIMITATIONS OF LIABILITY

WARRANTY DISCLAIMER. SUBSCRIBER UNDERSTANDS AND AGREES THAT THE SERVICES, AND ANY ASSOCIATED SOFTWARE, ARE PROVIDED “AS IS” AND “AS AVAILABLE.” EBIZ EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, EXPRESSED OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. EBIZ MAKES NO WARRANTY OR REPRESENTATION REGARDING THE SERVICES, ANY INFORMATION, MATERIALS, GOODS OR SERVICES OBTAINED THROUGH THE SERVICES, THE SITE, OR THAT THE SERVICES WILL MEET ANY SUBSCRIBING ORGANIZATION OR MEMBER/USER REQUIREMENTS, OR BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE. USE OF THE SERVICES AND THE SITE ARE AT THE SUBSCRIBER’S AND/OR MEMBER’S/USER’S SOLE RISK. THE SUBSCRIBER AND ITS MEMBERS/USERS WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO THE SUBSCRIBER, THE MEMBER/USER, THE SITE, AND ANY LINKED SITES RESULTING FROM THE USE OF SUCH SERVICES OR WEBSITE. Because some states and jurisdictions do not allow limitations on implied warranties, the above limitation may not apply to either the Subscriber or the Member/User. In that event, such warranties are limited to the minimum warranty scope and period allowed by applicable law.

Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL EBIZ, ITS PARENTS, SUBSIDIARIES, OFFICERS, EMPLOYEES, SPONSORS, PARTNERS, SUPPLIERS OR AFFILIATES BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, EXEMPLARY OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, PROCUREMENT OF SUBSTITUTE GOODS AND/OR SERVICES, OR ANY OTHER PECUNIARY LOSS) INCLUDING, BUT NOT LIMITED TO, CLAIMS ARISING OUT OF, OR RESULTING FROM, THE USE OF OR INABILITY TO USE THE SITE OR THE SERVICES, WHETHER ARISING IN TORT (INCLUDING NEGLIGENCE), CONTRACT OR ANY OTHER LEGAL THEORY, EVEN IF EBIZ HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ANY CASE, EBIZ’ MAXIMUM CUMULATIVE LIABILITY AND THE Subscriber’S and its Members’/Users’ EXCLUSIVE REMEDY FOR ANY CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL BE LIMITED TO THE AMOUNT ACTUALLY PAID BY THE SUBSCRIBER FOR THE SUBSCRIPTION SERVICES (EXCLUDING ANY PER USE OR PROFESSIONAL SERVICE FEES) IN THE PREVIOUS TWELVE (12) MONTHS EVEN IF ANY REMEDIES FAIL OF THEIR ESSENTIAL PURPOSE. Because some states and jurisdictions do not allow limitation of liability in certain instances, portions of the above limitation may not apply to either the Subscriber or its Members/Users.

  1. INDEMNITY

The Subscriber and its Members/Users agree, to the extent allowed under federal law, to indemnify and hold Ebiz or its parents, subsidiaries, affiliates, officers, employees, sponsors and partners harmless from any claim, loss, cost, expense, demand, or damage, including reasonable attorneys’ fees, arising directly or indirectly out of (a) the Subscriber’ and its Members/Users’ use of or connection to the Site, Services and/or the accompanying Operations Manual, (b) Site Information or other information transmitted or stored by the Subscriber and its Members/Users through or on the Site or the Services, (c) activities in connection therewith, or (d) the Subscriber’ and its Members/Users’ breach of this Agreement or violation of the rights of any other party.

  1. PROPRIETARY RIGHTS

The Site, Services and all Content and all trademarks, including, but not limited to, all material distributed or presented to the Subscriber and its Members/Users through the Services by Ebiz, or its Third Party Providers, and all rights and intellectual property rights therein, are the sole property of Ebiz, or its Third Party Providers, and are protected by copyrights, trademarks, service marks, patents or other proprietary rights and laws. Any comments, suggestions or ideas or other information submitted to Ebiz through the Site, in writing, by e-mail or otherwise conveyed to Ebiz, will be the property of Ebiz will have all rights therein without any obligation to compensate the Subscriber and its Members/Users. All Site Information will remain the sole property of the Subscriber and its Members/Users or any party with rights therein. Any rights not expressly granted herein are reserved.

All materials published by Ebiz, and its Third Party Providers, including but not limited to text, graphics, names, logos, service marks and trademarks (collectively, the “Content”) are the property of or controlled by Ebiz or the party credited as the provider of the Content.

The Subscriber and its Members/Users will respect all proprietary rights of Ebiz, and its Third Party Providers, in and to the Content, Site Name, Services, and Site, any products or other services obtained there from.

Neither Subscriber nor its Members/Users may sell, give away, rebroadcast, publish, republish or lend any of the documents or other information contained in the Site, the Services and/or Operations Manual, or a derivative thereof, whether for free or for a fee. Subscriber and its Members/Users may upload any revisions of said documents to Subscriber’s Site, for viewing and use by Subscriber and its Members/Users ONLY.

  1. MISCELLANEOUS

(a) Assignment. Subscriber may not assign or delegate their respective obligations under this Agreement either in whole or in part, without the prior written consent of Ebiz. Ebiz may assign its rights and obligations under this Agreement as the result of a merger, consolidation, acquisition or the sale of all or substantially all assets.

(b) Governing Law. This Agreement will be governed by and construed in accordance with the laws of the United States, and the State of Tennessee as applied to agreements entered into and to be performed entirely within Tennessee between Tennessee residents. The parties hereby submit to the jurisdiction of, and waive any venue objections against state and federal courts in Davidson County, Tennessee in any litigation arising out of the Agreement.

(c) Interpretation and Conflicting Terms. This Agreement will be interpreted fairly in accordance with its terms and without any strict construction in favor of or against either party. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof, and supersedes and replaces all prior or contemporaneous understandings or agreements, written or verbal, regarding such subject matter. Ebiz shall not be bound by terms additional to or different from those in this Agreement that appear in Subscriber’s acknowledgements, purchase orders, quotations, prior understandings, or in any other communications between the parties, unless such terms are expressly agreed to by amendment to this Agreement, and are executed by both Subscriber and Ebiz.

(d) Force Majeure. Except for Subscriber’s obligation to pay for the Services rendered, neither party will be responsible for failure of performance due to causes beyond its control. Such causes include (without limitation) accidents, acts of God, labor disputes, actions of any government agency, shortage of materials, acts of terrorism, or the stability or availability of the Internet or a portion thereof.

(e) Waivers. The waiver of any one breach, default or right granted under this Agreement will not constitute the waiver of any subsequent breach, default or right granted. Any provision of this Agreement held to be illegal or unenforceable will be deemed

amended to conform to applicable laws or regulations, or if it cannot be so amended without materially altering the intention of the parties, it will be stricken and the remainder of this Agreement will continue in full force and effect.

(f) Use of the Services. Subscriber may use the Services only as permitted under the terms and conditions of this Agreement or other written agreements between Subscriber and Ebiz. Subscriber may not resell, distribute, use on a timeshare or service bureau basis, or otherwise directly generate income from the Services. Subscriber will not modify, make derivative works of, disassemble, decompile or reverse engineer the Site, Services and Operations Manual, or any component thereof.

(g) U.S. Export Law. Subscriber acknowledges that the Services are subject to U.S. export control laws and regulations. Subscriber represents that Subscriber is not a citizen of an embargoed country or prohibited-end user under applicable U.S. export and anti-terrorism laws, regulations and lists. Subscriber will not use, export or allow a third party to use or export the Services in any manner that would violate applicable law, including but not limited to applicable export control laws and regulations.

  1. REPRESENTATIONS OF SUBSCRIBING ORGANIZATION

By accepting these Terms, the Subscriber, on behalf its Members/Users, hereby represents and warrants to Ebiz that: (a) the Subscriber and its Members/Users accept and agree to be bound by these Terms, and the Subscriber will take all steps necessary to ensure that its Members/Users so accept and are bound by the same, without limitation or qualification, and the Subscriber and its Members/Users will regularly review these Terms, and in the event of any change, the Subscriber’s or Member’s/User’s failure to promptly discontinue use of the Services and Site as provided in Section 4 hereof will be deemed to indicate the agreement of the Subscriber, on its own behalf and on behalf of its Members/Users, and of its Members/Users to accept and be bound by such changes.

  1. COPYRIGHT AND TRADEMARK INFORMATION

All trademarks, service marks and logos used on the Site are the property of their respective owners. All contents of the Site and The Operations Manual are the property of Ebiz Products, LLC.

Subscribing Organization:

Ebiz Products, LLC –This will be clients company name.
10579 Cedar Grove Rd, Ste 140
Smyrna, TN 37167
Phone: 615-425-2652