| RevShare
Hosting Web Site Space License
and Affiliate Program Agreement
THIS WEB SITE SPACE LICENSE and AFFILIATE PROGRAM AGREEMENT is entered
into this on this date by and between RSH Services, Inc. a Georgia Corporation d.b.a. RevShare Hosting ("RSH") and YOU (for purposes of this AGREEMENT, " YOU " and "YOUR" means YOU and any entity in which YOU have an ownershipinterest, or which has as an ownership interest in YOU (Collectively referred to herein as the"PARTIES").
THIS IS A LEGAL AGREEMENT BETWEEN YOU AND RSH. BY CLICKING ON THE "ACCEPT" BUTTON AT THE END OF THIS DOUCMENT YOU ARE AFFIRMATIVELY STATING THAT YOU HAVE READ AND UNDERSTAND THE TERMS AND CONDITIONS SET FORTH HEREIN AND ARE AFFIRMATIVELY INDICATING YOUR ACCEPTANCE OF THIS AFFILIATE PROGRAM AGREEMENT AND THAT YOU AGREE TO BE BOUND BY THE TERMS HEREOF. YOU CANNOT BECOME A MEMBER OF THE AFFILIATE PROGRAM UNLESS YOU HAVE ACCEPTED EACH AND EVERY TERM HEREOF.
RSH is an Internet service provider of telecommunications services providing wide area computer networks, as well as connectivity to the Internet. Under the terms and conditions set forth in this AGREEMENT, RSH is willing to grant to YOU a nonexclusive and limited license for the use of RSH’s data storage and Internet transmission capacity utilizing RSH’s equipment (i.e., to provide “web site hosting services & #8221;) for the exclusive purpose of assisting YOUR legal transmission of lawful matter, comprising digital data, stored in or on YOUR web site space ("YOUR CONTENT& quot;) to individuals accessing YOUR content via the Internet.
YOU acknowledge that YOU will have sole and exclusive control over and responsibility for the selection of the content and of all other matter stored in YOUR web site space as well
as sole and exclusive responsibility for all persons that YOU allow to access YOUR web site space, and to whom YOU transmit YOUR content.
THEREFORE, in consideration of the promises, mutual covenants and agreements herein
contained, and other good and valuable consideration the value and sufficiency is hereby acknowledged, the PARTIES hereto agree as follows:
1. GRANT OF LICENSE RIGHTS AND LIMITATIONS
1.1 During the term of this AGREEMENT, RSH agrees to provide to YOU a non-exclusive license to use storage space on RSH’s equipment for the exclusive purpose of storing and serving YOUR web site content via RSH’s equipment through the Internet connectivity supplied by RSH for purposes consistent with this AGREEMENT.
1.2 Although the aggregate bandwidth YOU may use in connection with YOUR web site is not limited by RSH, YOUR web site must be used primarily for the display of HTML pages and not streaming video or video files. RSH reserves the right, in its sole and absolute discretion, to terminate this AGREEMENT if it concludes that there is an excessive use
of streaming video, or video files on YOUR web site. We reserve the right to limit the maximum file size you may upload to your server and thus display to the public via your
Web Site and said limit may vary and be changed from time to time.
2. TERM
The term of this AGREEMENT is at will, and may be terminated at any time and with immediate effect by either RSH or YOU upon any notice (via writing, email, or posting at
the login page of RevShare Hosting) or otherwise as provided herein.
3. TERMINATION PROVISIONS
RSH may terminate this AGREEMENT and cease transmission of data associated with YOUR web site immediately and without notice if RSH, in its sole discretion, deems that YOU have breached any part of this AGREEMENT, including, without limitation, any
warranty or obligation set forth in this AGREEMENT. Notice by e-mail, to your e-mail address in our records, or posting notice at the login page of RevShare Hosting is considered sufficient notice for us to terminate this Agreement. If this Agreement is terminated because you have violated the terms of this Agreement you are not eligible to receive any commission payments, even for commissions earned prior to the date of termination. If this Agreement is terminated for any other reason, you are only eligible to earn a commission on sales occurring during the term of the Agreement, and commissions earned through the date of termination will remain payable only if the related orders are
not canceled or returned. We reserve the right to withhold your final payment for a reasonable time to ensure that the correct amount is paid.
4. GROUNDS FOR TERMINATION
Grounds for immediate termination of this AGREEMENT without notice include, but are not limited to, the following:
4.1 Long term inactivity or non-use of YOUR web site space, defined by one of
the following:
if there are no hits or edits on YOUR web space or any page of the web site for 30 days
if YOU fail to login to YOUR account for 60 days if YOUR account fails to generate any primary sponsor revenue for 60 days.
4.2 Provision of inaccurate or incomplete information to RSH concerning your identity, Social Security Number, mailing address, valid email address or other required information;
4.3 Owning or operating a website in connection with a person who is under 18 years of
age; and/or under the age of majority in states, provinces or countries where the age of majority is greater than eighteen (18) years.
4.4 RSH believes or is informed that YOU have violated any of the terms, conditions, warranties, or promises in this AGREEMENT or any subsequent modification of it;
4.5 RSH believes or is informed YOUR web site has any materials which infringes the copyright rights, or any other intellectual property rights of any person or RSH or that RSH believes or is informed that YOUR web site has any materials which are illegal in the United States of America and this provision includes, but it not limited to content that RSH, in its sole discretion, considers inappropriate for its network.
4.6 RSH believes or is informed that: a. you are cheating this service or a sponsor (with proof provided from sponsor); b. you are cheating any Thumb Nail Gallery Post, Movie Gallery Post or other traffic generating system; or c. you are cheating other RSH
customers.
4.7 RSH decides to end the whole program or just YOUR AGREEMENT with RSH, which
RSH reserves the right to do, in its absolute discretion, at any time, and with reason or no reason as it deems appropriate in its sole and exclusive discretion.
4.8 Operating from a country from which RSH will not accept accounts. Because of the volatile nature of this industry, the countries from which RSH will not accept accounts is subject to constant, if not daily change.
4.9 YOU agree that in the event that RSH believes that YOU have breached any provision(s) of Paragraph 5 of this AGREEMENT, RSH in its sole and absolute discretion,
at any time and without prior notice to YOU, may without any liability to YOU, and in
addition to any other remedies, erase or purge such materials from RSH’s
equipment.
5. YOUR OBLIGATIONS, DUTIES, REPRESENTATIONS AND WARRANTIES
YOU hereby acknowledge and agree that RSH’s willingness to enter into this AGREEMENT is based on various material representations, warranties and guarantees made by YOU and relied upon by RSH, as set forth in detail in this paragraph:
5.1 YOU agree, at all times, to promote only RevShare Hosting approved sponsor programs using YOUR assigned and registered affiliate code(s) and consistent with the given sponsors own terms and conditions. If YOU promote any unauthorized sponsors, your account may be terminated and all commissions will be forfeited. YOUR failure to abide by the terms and conditions of the individual sponsor programs is grounds for termination of this agreement by RSH.
5.2 You agree that all olders or directories will have an index.html and must be a complete site and not just redirecting pages. (This means a site must have some type of content). RSH reserves the right to terminate accounts with no index.html pages as this is the main way the RSH system looks for valid domain usage.
5.3 YOU agree and warrant that all of YOUR use of web site space and RSH’s equipment and all sales and distributions, by any and all means, of any type(s) CONTENT
including, but not limited to executable files (e.g., .EXE), digitized audio/visual files (e.g., MP3), or archived copies of copyrighted works (.ZIP); goods, including, but not limited to videotapes and CD-ROM products, and any type of services by YOU, which are advertised and/or promoted by, or are in any other way directly or indirectly associated with YOUR use of web site space or RSH’s equipment, shall at all times comply with all laws, including, but not limited to, all federal, state and local laws throughout the United States
of America.
5.4 YOU affirmatively represent, agree and warrant that YOU have and at all times shall have all necessary intellectual property rights, including, but not limited to, all copyrights, trademark and service mark rights and rights of publicity, both in the United States and throughout the world, to reproduce and disseminate, via the Internet, all data which YOU store in web site space or which YOU otherwise promote, advertise, disseminate and/or distribute to anyone by YOUR direct or indirect use of web site space or RSH’s equipment.
5.5 YOU agree and warrant that no data or other matter YOU store on or allow to be transmitted by RSH’s equipment shall constitute or contain material which is harmful, violent, threatening, abusive, hateful, libelous, slanderous, defamatory, or any
material which constitutes an infringement, misappropriation or violation of any person ’s intellectual property rights, including without limitation, copyrights, trademark rights, rights of publicity, patent rights, privacy rights and all other personal and
proprietary rights.
5.6 YOU agree and warrant that YOU will neither store on nor allow to be transmitted by
RSH’s equipment any data or other matter which constitutes child pornography,
which depicts children who are nude, whether or not legally child pornography, or which involves depictions of nudity or sexuality by an age inappropriate-looking performer (i.e. someone who looks younger than 18 years of age, regardless of their actual age) or by a performer who is portrayed or made to appear, as a person under the age of 18 years of age by virtue of the advertising, script, make-up, demeanor, costuming, setting, etc. In connection, therewith, YOU represent and warrant that YOU will not store or allow to be transmitted by RSH’s equipment any sexual materials, like photographs, videos or other visual images, which do not comply with federal labeling and record-keeping laws,
specifically 18 U.S.C section 2257.
5.7 YOU agree and warrant that all data, visual materials, advertising and other matter
YOU store on or allow to be transmitted by RSH’s equipment shall be solely for
entertainment and/or educational purposes and that YOU shall assume the sole responsibility and duty to ensure that all such data, visual materials, advertising and other matter shall only be transmitted exclusively to willing adults and only to places in which such materials comply with contemporary community standards.
5.8 YOU agree and warrant that all data, visual materials, advertising and other matter
YOU store on or allow to be transmitted by RSH’s equipment shall not violate any
State or United States Federal laws concerning obscenity and that YOU shall assume the sole responsibility and duty to ensure that all such data, visual materials, advertising and other matter shall only be transmitted exclusively to willing adults and only to places in which such materials comply with contemporary community standards; and YOU further agree and warrant that YOUR CONTENT shall not contain any depictions of incest, rape, sexual assault, actual physical violence, torture or disfigurement or any other act that is deemed obscene in the sole discretion of RSH or the any law of the United States of
America or any State thereof.
5.9 YOU agree and warrant that YOU shall not engage in any promotion of passwords,
MP3, audio content, video content or Warez or any other content that is not directly
related to the promotion of approved RSH sponsors;
5.10 YOU agree and warrant that any and all material(s) of every kind which YOU store in the WEB SITE SPACE or transmit using RSH’s equipment shall at all times be free
from any and all damaging software defects, including, but not limited to, software “viruses,” “worms,” “Trojan Horses,”
and other source code anomalies, which may cause software or hardware disruption or failure, reduced computer operating speed, or compromise any security system.
5.11 YOU agree and warrant that YOU shall not use any form of mass unsolicited electronic email, news group postings, IRC posting or any other form of “spamming” as a means of promoting YOUR web site, or for any other purpose, directly or indirectly affiliated or related to YOUR web site. Your account will be subject to immediate termination and forfeiture of any commissions due upon violation of this provision.
5.12 YOU agree and warrant that YOU shall not engage in any false, deceptive or fraudulent
activities in association with YOUR web site or use of the WEB SITE SPACE or RSH & #8217;s equipment.
5.13 YOU shall not use any of the equipment, storage or server space provided by RSH
to YOU pursuant to this AGREEMENT as a storage site for files callable from any other
site or any remote server. You may not hot link any image or video stored on an RSH
server from a remote location.
5.14 YOU may use YOUR WEB SPACE to download images, videos and similar content
from an approved sponsor, however, you may not use YOUR WEB SPACE for downloading programs or executable files except upon prior approval from RSH through an approved
sponsor.
5.15 YOU hereby represent and warrant that at the time YOU enter into this AGREEMENT YOU are over eighteen (18) years of age (or whatever age is required in your jurisdiction) and are fully competent to enter in to this AGREEMENT.
6. USE OF RSH DOMAINS
6.1 RSH may, from time to time, provide domains for YOU to use at no charge or upon payment of a nominal charge and these domains may be used by YOU to promote approved sponsors (these domains are hereafter referred to as “RSH Domains”).
6.2 This agreement is a limited license for you to use any RSH Domain provided by RSH.
At all times the RSH Domains shall be the sole property of RSH and YOU obtain no interest or property right in said domains. Any and all marketing and promotion of RSH
Domains shall accrue to RSH upon termination of this agreement or repossession of the domain by RSH.
6.3 RSH agrees to renew an RSH Domain so that it is always active and globally routable.
In the event of a failure to renew an RSH Domain, RSH shall make best efforts to renew
said domain so that it becomes globally routable as soon as possible. RSH shall not be liable for any actual losses or damages which may result from a failure to renew an RSH Domain.
6.4 YOU agree that you will maintain an index.html on any RSH Domain in your account. Failure to maintain an index.html file for any RSH Domain may subject the domain to the repossession by RSH. RSH will reclaim any domain without an index.html page if no page
is loaded within 60 days of the date the RSH Domain is added to your RSH account.
6.5 If an RSH Domain is repossessed, the domain will be returned to the list of available RSH Domains and may be claimed by another customer.
6.6 YOU agree and understand that you may claim no more than two RSH Domains at any one time and that total quantities may be limited so that all RSH customers may use an RSH Domain.
6.7 YOU agree and understand that RSH shall have the right to reclaim any RSH Domain in the event of your violation of this agreement, upon termination of service to you pursuant to this agreement or termination of your account pursuant to any provision of this agreement.
7. USE OF RSH PROVIDED FREE CONTENT
7.1 At present, RSH does not have any free content available for YOU to use. However,
we may add content to our Free Content section at any time of the future. The licensing
and use of RSH supplied content is subject to the following conditions:
7.2 YOUR use of content is limited to site(s) hosted on RSH servers and consistent with
all other terms and conditions. YOU agree that the content shall only be used to promote approved RSH sponsors.
8. NO GUARANTIES OR WARRANTIES BY RSH
8.1 RSH disclaims all warranties, either express or implied including, but not limited to, express or implied warranties of merchantability and fitness for a particular purpose,
with regard to any and all information, services, products, equipment, bandwidth, telecommunication services or connectivity provided through or in connection with this AGREEMENT, and RSH hereby expressly disclaims any and all warranties, including
without limitation: (A) any warranties, guaranties or representations as to the performance, availability, quality, quantity, content or other characteristics of any services or goods provided to YOU hereunder; and (B) any warranties, guaranties or representations regarding the potential volume of patronage of YOUR web site or any other person's or entity's web site or web page.
8.2 YOU hereby confirm that YOU have unilaterally decided to enter the on-line and/or
web site service business and that these are high risk businesses. YOU further confirm,
understand, acknowledge and expressly agree that neither RSH, nor any agent or representative of RSH, nor any other person is currently representing or otherwise directly or indirectly communicating in any manner herein or otherwise, nor has at any time in the past, represented to YOU or has otherwise directly or indirectly communicated in any manner to YOU any guarantee, reassurance or any other communication of any kind regarding:
(a) the potential profitability or likelihood of success of YOUR endeavors through the use
of the WEB SITE SPACE or RSH’s equipment as set forth herein or otherwise;
(b) the possibility or likelihood that use of any products and/or services provided by RSH pursuant to this AGREEMENT can or will result in the recoupment of any funds expended
by YOU for any purpose; or
(c) the existence, nonexistence, size or any other characteristics of any market for any products or services which involve YOUR use, in any manner, of WEB SITE SPACE or
RSH’s equipment pursuant to this AGREEMENT.
8.3 YOU expressly acknowledge and agree that the success of any of its business endeavors which involve YOUR use, in any manner, of the WEB SITE SPACE and/or RSH’s equipment pursuant to this AGREEMENT, like any other business endeavor, is subject to numerous factors, such as the effectiveness of its advertising and promotion, YOUR administrative capabilities, etc., and that the ultimate success or failure of YOUR business rests with YOU and not RSH. YOU further expressly agree not to raise any claim of any kind against RSH and to hold RSH harmless from any claim of financial investment loss to YOU directly or indirectly resulting from YOUR decision to use the WEB SITE SPACE and/or RSH’s equipment pursuant to this AGREEMENT.
8.4 YOU also expressly confirm and acknowledge that RSH does NOT promise to provide backup service of any content you may store on your WEB SITE SPACE. From time to time, RSH may create a backup of content stored on YOUR WEB SITE SPACE, however, this is done only as a customer service. YOU ARE ADVISED TO KEEP A BACKUP COPY OF
WEB SITE SPACE ON YOUR LOCAL COMPUTER. RSH shall have no liability resulting
from the failure of any backup devise, server or the failure of any equipment used by RSH
to provide services to you under this agreement.
9. RSH’S LIMITED LIABILITY AND LIQUIDATED DAMAGES
9.1 YOU acknowledge and agree that under no circumstances shall RSH, its employees, independent contractors, authors, agents, representatives, assigns and successors be liable to YOU, or any other person or entity, for any direct or indirect losses, injuries or incidental or consequential damages of any kind (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS
OF BUSINESS INFORMATION, OR OTHER INCIDENTAL OR CONSEQUENTIAL DAMAGES OR ANY OTHER PECUNIARY LOSS) with regard to product, service or equipment of any kind supplied to YOU by RSH, or due to any mistakes, omissions, delays, errors, defects, interruptions in the transmission, or receipt of RSH’s services,
products or equipment.
9.2 RSH shall not be liable for any damages resulting from disseminating, failing to disseminate, or incorrectly or inaccurately disseminating any communication, advertisement, or other materials of any kind comprising in whole or in part YOUR use of WEB SITE SPACE or RSH's Equipment. This provision also includes a disclaimer of any liability resulting from failure to maintain backup copies of
content on the WEB SITE SPACE.
9.3 RSH shall in no event be liable to YOU, YOUR customers or any third party for any loss
resulting from any negligent or unintentional act of RSH, and YOU specifically agree that RSH does not owe YOU any duty of care with regard to RSH's performance of its obligations under this AGREEMENT. Without limiting, and in addition to the foregoing, RSH shall not be liable for any losses resulting from a failure of computer equipment, or in the event that
RSH intentionally takes down some or all of its computer equipment or network, whether for
maintenance or otherwise. YOU acknowledge and agree that it is YOUR duty to maintain primary storage of YOUR website content on YOUR premises, and that RSH will have no liability for the accidental or intentional destruction of any data stored on RSH’s equipment, regardless of the cause. RSH shall not be liable for any damages or claims by YOU or any other person as a result any malfunction, cessation of operations and/or any other act or omission, even if, in any such case, RSH has been advised of the possibility of such damages.
9.4 RSH shall in no event be liable to YOU, YOUR customers or any third party for any
loss resulting from any failure to perform its obligations under this AGREEMENT because
of acts of God, nature, any government agency(ies), war, civil disturbance, labor disputes
or shortages, electrical or mechanical breakdowns, inability or refusal of a common carrier to provide communications capabilities, or any other cause beyond RSH’s direct control, including but not limited to. the issuance of an injunction or seizure order by a court
of competent jurisdiction prohibiting RSH from carrying on its day-to-day operations as contemplated under this AGREEMENT or an order by any regulatory, administrative,
judicial or legislative body, which shall temporarily suspend or permanently terminate RSH ’s ability to provide YOU with the use of YOUR Web Site and/or RSH’s equipment pursuant to this AGREEMENT.
9.5 Notwithstanding the foregoing express limitations of liability, YOU acknowledge and agree that should RSH, its officers, employees, successors, or assigns be held liable to
YOU for damages, injuries or losses of any kind, directly or indirectly resulting from any of the services, products or equipment supplied to YOU pursuant to this AGREEMENT, that the total dollar amount of liquidated damages for any and all of YOUR claims, injuries, damages or losses shall not exceed a total of ten dollars ($10.00).
10. YOUR INDEMNIFICATION OF RSH
10.1 YOU agree that YOU shall fully indemnify RSH, including its officers, directors, owners, managing agents, attorneys, shareholders, related entities, heirs, and assigns,
from any and all claims, demands, actions, suits, losses, liabilities, damages, injuries,
fines, penalties, costs and expenses, attorney's fees, and all other consequences of every kind, directly or indirectly resulting from any and all failure(s) of YOU or YOUR agent(s)to fully comply with all YOUR duties, obligations, representations, guaranties and warranties as set forth in this AGREEMENT.
10.2 YOU further agree to indemnify and hold harmless RSH, including its officers, directors, owners, managing agents, attorneys, shareholders, related entities, heirs, and assigns, from and against any and all claims, demands, actions, suits, losses, liabilities, damages, injuries, fines, penalties, costs and expenses, including, without limitation, reasonable attorneys' fees, arising out of any property damage or recoverable economic loss incurred by a third party, to the extent such damage or loss is caused by any act or omission of YOU or YOUR agents in connection with the performance of this AGREEMENT.
11. NO JOINT VENTURE OR PARTNERSHIP CREATED
Nothing in this AGREEMENT is intended by the PARTIES to create or constitute a joint or
collaborative venture or partnership of any kind between RSH and YOU, nor shall anything
in this AGREEMENT be construed as constituting or creating any such joint or
collaborative venture or partnership between RSH and YOU.
12. SERVICES RENDERED ON A NON-EXCLUSIVE BASIS
Any and all services which are or may be provided to YOU by RSH pursuant to this AGREEMENT, including the licensure of rights herein, are not exclusive and nothing in this
AGREEMENT shall limit or restrict RSH from providing similar services and granting
similar licenses to third parties regardless of whether such third parties are competitors
of YOU. Nothing in this AGREEMENT shall limit or restrict RSH from engaging in any
activities similar to YOURS, or in competition with YOU.
13. NO EDITORIAL CONTROL BY RSH OVER YOUR CONTENT
13.1 RSH and YOU hereby acknowledge and agree that YOU alone are solely responsible for the nature and content of what YOU choose to store on RSH’s equipment or
disseminate through YOUR WEB SITE SPACE using RSH’s equipment and that
RSH has no editorial or other control of any kind over the substantive content of data, communications, messages and other materials which YOU shall store in YOUR WEB SITE SPACE, and/or otherwise disseminate via the use of RSH’s equipment; and that RSH shall not engage in, nor have any responsibility for any monitoring of the substantive content comprising YOUR web site or web site space
13.2 Notwithstanding the foregoing, if in RSH’s sole discretion and judgment RSH concludes that the material YOU have stored on RSH’s equipment and which YOU
disseminate through YOUR web site violates this AGREEMENT or constitutes illegal material, RSH reserves the right to remove and purge that material fromRSH’s equipment and storage space on RSH’s equipment, and to terminate this AGREEMENT. Such termination or service or removal of content may be done at any time, without prior notice to YOU and may be effected by use of a computerized detection and removal program.
14. COOPERATION WITH LEGAL PROCESS AND INVESTIGATION
14.1 YOU acknowledge and agree that any Information or Content that YOU put on RSH’s servers is intended by YOU as a communication made available to any
and all members of the public and that consequently YOU have no expectation of or r
equest for privacy in any files or other materials YOU upload to RSH’S servers.
14.2 YOUR further acknowledge and agree that RSH will fully and completely cooperate
with any official law enforcement investigation, and may choose, in its sole and unfettered discretion, to provide information of any kind to such law enforcement officials without the need for an official subpoena or search warrant. In addition, should RSH be made aware that a third party is conducting an investigation that involves a violation of these terms and conditions (for example, if an internet service provider is investigating the source of spam
sent through its mail servers but promoting a site that the spammer created on RevShare Hosting's network), RSH may choose, in its sole and unfettered discretion, to provide information of any kind to such third party without the need for a formal subpoena or other legal process.
15. NO ASSIGNMENT BY YOU; ASSIGNMENT BY RSH
15.1 This AGREEMENT and the rights pertaining hereto may not be assigned, resold, or otherwise transferred in whole or in part by YOU without RSH’s prior written
consent.
15.2 RSH may assign or licensee any or all of its rights and/or obligations hereunder in its free, sole, and unfettered discretion at any time, without any prior notice to YOU.
16. NO THIRD PARY RIGHTS
This AGREEMENT is not for the benefit of any third party, and shall not be deemed to grant any right or remedy to any third party whether or not referred to in this AGREEMENT.
17. GOVERNING LAW/ ARBITRATION/ JURISDICTION AND VENUE
17.1 This AGREEMENT shall be governed by and construed under the laws and judicial decisions of the State of Georgia and the United States as applied to AGREEMENTS between Georgia state residents entered into and to be performed within the State of Georgia, except as governed by Federal law. The application of the United Nations Convention ofContracts for the International Sale of Goods is expressly excluded. The
parties expressly agree that the obligations to be performed under this agreement are performed in Atlanta, Fulton County, Georgia.
17.2 Any and all disputes as to the interpretation of or any performance under this AGREEMENT which are not first resolved informally, shall be determined by binding
arbitration in Atlanta, Georgia, in accordance with the rules of the American Arbitration Association. The final award in any such arbitration proceeding shall be subject to entry
as a judgment by any court of competent jurisdiction, provided that such judgment does
not conflict with the terms and provisions hereof. The jurisdiction of the arbiter (or
arbiters) with respect to legal matters shall be limited only by the statutory and common
law of the State of Georgia and the United States.
17.3 Nothing in this paragraph shall preclude either party from seeking and obtaining any injunctive relief or other provisional remedy available in a court of law, including,specifically, RSH’s right to prejudgment attachment and expedited discovery. In addition to
the foregoing, the parties hereto hereby agree that as part of the consideration for this AGREEMENT, they waive the right to a trial by jury for any dispute arising between them that is in any way related to the subject matter of this AGREEMENT, provided that the arbitration provisions of this paragraph are waived or are otherwise inapplicable. Should
any legal fees, costs, or other expenses be incurred by any party to enforce this arbitration and jury waiver provision, the prevailing party shall be entitled to recover such legal fees, costs, or other expenses without regard to whether such party prevails in the underlying case.
17.4 Notwithstanding the foregoing, if for any reason any matter or dispute arising under this AGREEMENT is not resolved by binding Arbitration, or if any of the proceedings or decisions of the Arbitration must be enforced by a court of competent jurisdiction, YOU agree that in case of any litigation regarding this AGREEMENT or the various subject matters hereof, that the venue for such litigation shall be, depending on by the subject matter of the dispute, the State or Superior courts in Fulton County, Atlanta, Georgia.
18. NOTICES
All notices, payments, statements or other documents that any party to this AGREEMENT is required to or elects to give to the other party hereto will be in writing and will be
delivered in one of the following ways: (a) by personal delivery; (b) by addressing the
notice to RSH at PO Box 191062, Atlanta, GA 31119 and to YOU at the address YOU have supplied to RSH in YOUR APPLICATION and depositing the same First Class US mail, postage prepaid, in the United States mail; (c) by Federal Express or other overnight courier with proof of delivery; (d) by facsimile transmission; or (e) by E-mail with a
duplicate copy by First Class U.S. mail. such notice, statement or other document so delivered, except as this AGREEMENT expressly provides otherwise, shall be conclusively deemed to have been given three (3) business days after the date of sending, unless verification of receipt is available, then up on the date of receipt.
19. MODIFICATION OF THIS AGREEMENT.
From time to time, RSH may modify the terms of this Agreement. It is your responsibility review this Agreement and any changes made herein. This Agreement, as amended from time to time, shall be posted via links from the RSH home page located at http://www.revsharehosting.com.
20. INVALIDITY
In case any one or more of the provisions contained in this AGREEMENT shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity
,illegality or unenforceability shall not affect any other provision hereof, and this AGREEMENT shall be construed as if such invalid, illegal or unenforceable provision(s)
had never been included.
21. SEVERABILITY
The invalidity or unenforceability of any provision of this AGREEMENT shall not affect the
validity or enforceability of any other provision.
22. CONSTRUCTION
For purposes of construction, this AGREEMENT shall be deemed to have been drafted by both Licensor and Licensee.
23. WAIVERS
A waiver by either party of any term or condition of this AGREEMENT or a failure to enforce any provision in any one instance shall not be deemed or construed to be a waiver of such term or condition for any similar instance in the future or of any subsequent breach hereof. All rights, remedies, undertakings, obligations and AGREEMENTS contained in this AGREEMENT shall be cumulative and none of them shall be a limitation of any other remedy, right, undertaking, obligation, or AGREEMENT.
24. ATTORNEY'S FEES
If suit, action or arbitration is brought to enforce or interpret any provision of this AGREEMENT, or the rights or obligations of any party hereto as they relate to the subject
matter of this AGREEMENT, the prevailing party shall be entitled to recover, as an element of such party’s costs of suit, and not as damages, all reasonable costs and expenses incurred or sustained by such prevailing party in connection with such suit or action or arbitration, including, without limitation, attorneys’ fees and expenses
and court costs.
25. ENTIRE AGREEMNT.
This AGREEMENT
constitutes the entire AGREEMENT of the PARTIES with respect to the subject matter hereof, and supersedes and cancels all other prior AGREEMENTS, discussion, or representations, whether written or oral. No officer, employee or representative of RSH or YOU has any authority to make any representation or promise in connection with this AGREEMENT or the subject matter thereof which is not contained expressly in this AGREEMENT; and, RSH and YOU hereby acknowledge and agree that neither RSH nor
YOU have entered into this AGREEMENT in reliance upon any such representation or promise.
26. ACCEPTANCE
YOUR ACCEPTANCE OF THE TERMS OF THIS AGREEMENT IS INDICATED BY YOUR CLICK OF THE "JOIN NOW" BUTTON. ACCEPTANCE OF THIS AGREEMENT INDICATES THAT YOU HAVE CAREFULLY READ THIS WEB SITE SPACE LICENSING AGREEMENT ABOVE IN ITS ENTIRETY, UNDERSTAND IT, AGREE TO ALL ITS TERMS AND CONDITIONS AND WARRANT THAT YOU ARE CURRENTLY OF LEGAL AGE AND THAT YOU ARE ENTERING THIS AGREEMENT OF YOUR OWN VOLITION AND WITH A CLEAR UNDERSTANDING OF YOUR RIGHTS AND OBLIGATIONS. Any questions on this agreement may be directed to sales@revsharehosting.com.
|