SERVICE
AGREEMENT
Agreeing
to Team Media LLC Acceptable Use Policy and Terms of Service is
mandatory for Hosting signing up or using our services. Please make
sure you read everything. The following rules apply to sites you
host with Team Media LLC.
Team Media LLC (the "Service") provides web hosting outsourcing
to other web hosts, web development /design firms, Internet Service
Providers (ISPs), businesses, and private end users. The terms and
conditions of this agreement and any rules and prices published
on Team Media LLC's Web Site (http://www.TeamMediaLLC.com) constitute
the entire and only agreement (collectively, the "Agreement")
between Team Media LLC and the Customer (hereby defined as one who
has an account with Team Media LLC for the Service, including Customer's
designated users with respect to the Service) and supersede all
other communications and agreements with regard to the subject matter
hereof. Customer agrees that he/she is at least 18 years of age.
If the customer is not at least 18 years of age, a parent or guardian's
name must be put on the account and will be responsible for payment
and Web Site content. If a minor (a person under the age of 18)
obtains an account through Team Media LLC without parental approval,
this agreement does not become void. The Customer must read and
agree to be bound by all terms and conditions of this Agreement,
the fee schedules on the Online Order forms and any policies that
are or may be published by Team Media LLC. This Agreement will become
effective when accepted by Team Media LLC. Team Media LLC reserves
the right to modify this Service Agreement or prices, and may discontinue
or revise any or all aspects of the Service in its sole discretion
without prior notice. The Customer will be bound by the modified
Agreement, prices and/or policies if the Customer continues to use
the services.
A. General Policies
B. Service Policies
C. Payment Policies
D. Cancellation Policies
E. Use Policies
F. Reseller Policies
A. General Policies
1.This Agreement defines the terms and conditions of Team Media
LLC's services as offered by Team Media LLC and used by the Customer,
including the provision of web hosting services on Team Media LLC's
servers and connectivity to the Internet (the "Services").
Team Media LLC will provide the Services for the amount of server
storage space selected in exchange for payment of fees and full
compliance with the terms and conditions of this Agreement. In performing
the Services, Team Media LLC maintains control and ownership of
any and all Internet protocol ("IP") numbers and addresses
that may be assigned to the Customer and reserves the right to change
or remove any and all IP numbers and addresses at its sole discretion.
2.
The customer is responsible for and must provide all telephone and
other equipment and services necessary to maintain customer's account
remotely. The Customer is responsible for producing, electronically
uploading and maintaining HTML files, execution scripts, applets
and applications (the "Upload Materials") to the website,
and hereby warrant that all Upload Materials shall be owned or properly
licensed by the Customer and shall not adversely impact the Services
or violate any rights of any third parties. The Customer is responsible
for ensuring that all Upload Materials will function properly and
as intended. The Customer is responsible for all activity originating
from the website, unless proven to be a victim of outside hacking
or address forgery. The Customer assumes responsibility for all
material on the website that may be put on by a third party (such
as the usage of Free For All links pages). Use of the Services requires
a certain level of knowledge in the use of Internet languages, protocols,
and software, which can vary depending on the anticipated use and
desired content of the website, and includes, but is not limited
to, the following: web publishing requires knowledge of HTML, properly
locating and linking documents, FTPing web contents, graphics, text,
sound, image mapping, etc.; FrontPage web publishing requires knowledge
of the FrontPage tools as well as Telnet and FTP understanding and
capability; CGI-scripts requires knowledge of the UNIX environment,
tar & zip commands, Perl, CShell scripts, permissions, etc.;
and mail requires knowledge of use of mail clients to receive and
send mail, etc. The Customer acknowledges that they have the necessary
knowledge to create, modify and maintain the website. Team Media
LLC assumes no responsibility to provide the Customer with such
knowledge.
3.
In connection with the Services, Team Media LLC may provide for
the Customer's use certain tools and software, including, but not
limited to, certain specialty scripting software and/or certain
programming language software for designing websites (collectively,
the "Tools"). Access to these Tools may be accessed via
the Control Panel. These Tools are copyrighted and proprietary property
owned by Team Media LLC, its Affiliates, and its Partners. To the
extent that such Tools are provided to the Customer, they are granted
a nonexclusive, nontransferable license to use the Tools in object-code
form only for internal use, solely in connection with the Services
provided under this Agreement.
4.
Team Media LLC is not responsible for files and data residing on
Customer's account. Customer agrees to take full responsibility
for files and data transferred and to maintain all appropriate backups
of files and data stored on Team Media LLC servers. Team Media LLC's
tape back-up system is in place primarily as a disaster recovery
system in case of a server crash or some similar catastrophe and
should not be relied upon as Customer's sole source of backup protection.
Team Media LLC makes no guarantees of any kind, either expressed
or implied, as to the integrity of these back-ups. If loss of data
occurs due to an error of Team Media LLC, Team Media LLC will attempt
to recover the data for no charge. Otherwise, Team Media LLC will
attempt to recover the data from the most recent archive for a $100
fee.
5.
Team Media LLC reserves the right to monitor its systems electronically
and to access and disclose any information as permitted or required
by any law, regulation or other governmental request to operate
its systems properly, to protect itself or its accountholders or
for any other reason it in good faith deems necessary. Team Media
LLC will fully cooperate with law enforcement authorities in investigating
suspected lawbreakers and reserves the right to report to law enforcement
any suspected illegal activity it becomes aware of. It is not Team
Media LLC's intention that its Services or facilities be used in
contravention of the Communications Decency Act of 1996 (the "CDA")
or any other applicable law.
6.
The Customer agrees to comply with the requirements of the CDA and
the Digital Millennium Copyright Act (the "DMCA") and
acknowledge that Team Media LLC is a "service provider"
under the DMCA and is therefore immune from liability under the
DMCA, including 17 U.S.C. § 512. Consistent with the DMCA,
Team Media LLC will accommodate standard technical measures used
to identify and protect copyrighted works, and, as further described
herein, Team Media LLC has a policy of terminating accountholders
who are copyright infringes.
7.
Websites are unmodified forums containing the personal opinions
and other expressions of the persons who post entries on a wide
range of topics. Neither the content of websites located on Team
Media LLC's servers nor the links to other websites are screened,
approved, reviewed or endorsed by Team Media LLC. Team Media LLC
is not a publisher of any of the content of websites, or of any
content that may be available through the links to and from them,
and is acting solely as an Internet web-hosting service provider.
The text and other material on such websites are the opinion of
the specific author and are not Team Media LLC's statements of advice,
opinion or information.
B. Service Policies
1. CUSTOMER EXPRESSLY AGREES THAT USE OF TEAM MEDIA LLC'S SERVICE
IS AT CUSTOMER'S SOLE RISK. NEITHER TEAM MEDIA LLC NOR ANY OF ITS
INFORMATION PROVIDERS, LICENSERS, EMPLOYEES, OR AGENTS WARRANT THAT
THE SERVICE WILL BE UNINTERRUPTED OR ERROR FREE; NOR DOES TEAM MEDIA
LLC OR ANY OF ITS INFORMATION PROVIDERS, LICENSERS, EMPLOYEES, OR
AGENTS MAKE ANY WARRANTY AS TO THE RESULTS TO BE OBTAINED FROM USE
OF THE SERVICE. THE SERVICE IS DISTRIBUTED ON AN "AS IS"
BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED,
INCLUDING BUT NOT LIMITED TO WARRANTIES OF TITLE OR IMPLIED WARRANTIES
OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR OTHERWISE,
OTHER THAN THOSE WARRANTIES WHICH ARE IMPLIED BY AND INCAPABLE OF
EXCLUSION, RESTRICTION, OR MODIFICATION UNDER THE LAWS APPLICABLE
TO THIS SERVICE AGREEMENT. NEITHER TEAM MEDIA LLC NOR ANYONE ELSE
INVOLVED IN CREATING, PRODUCING OR DELIVERING THE SERVICE SHALL
BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL
DAMAGES ARISING OUT OF USE OF THE SERVICE OR INABILITY TO USE THE
SERVICE OR OUT OF ANY BREACH OF ANY WARRANTY. CUSTOMER EXPRESSLY
ACKNOWLEDGES THAT THE PROVISION OF THIS PARAGRAPH SHALL ALSO APPLY
TO ALL THIRD PARTY CONTENT AND ANY OTHER CONTENT AVAILABLE THROUGH
THE SERVICE.
2.
Team Media LLC is not responsible for any damages the Customer's
business may suffer. Team Media LLC makes no warranties of any kind,
expressed or implied for services we provide. Team Media LLC disclaims
any warranty or merchantability or fitness for a particular purpose.
This includes loss of data resulting from delays, non-deliveries,
wrong delivery, and any and all service interruptions caused by
Team Media LLC and it's employees.
3.
In no event shall Team Media LLC be liable for any direct, incidental,
Punitive, or other consequential damages (including, without limitation,
lost profits and damages related to corruption or deletion of a
websites contents) arising out of or in relation to this agreement
or the Customer's use or inability to use Team Media LLC's services
(Including, but not limited to, inoperability of Team Media LLC's
servers), regardless of the form of action, whether in contract,
tort (including negligence) or otherwise, even if Team Media LLC
has been advised of the possibility of such damages. In no event
shall Team Media LLC's maximum liability exceed the total amount
paid by the Customer to Team Media LLC for the services during the
prior Twelve (12) months. To the extent applicable for consequential
or incidental damages, Team Media LLC's liability is limited to
the extent permitted by law.
4.
The Customer agrees to indemnify, defend and hold Team Media LLC
and its affiliates, directors, officers, employees and agents harmless
from and against any liabilities, losses, damages or costs, including
reasonable attorneys' fees, resulting from any third-party claim,
action, dispute or demand related to the use of the Services, violation
of any of the provisions of this Agreement or from the placement
or transmission of any materials or content onto Team Media LLC's
servers. Such liabilities may include, but are not limited to, those
arising from the following: (a) with respect to the Customer's business,
(i) infringement or misappropriation of any intellectual property
rights; (ii) defamation, libel, slander, obscenity, pornography,
or violation of the rights of privacy or publicity; or (iii) spamming,
or any other offensive, harassing or illegal conduct or violation
of the acceptable uses described herein or anti-spam policy; (b)
any damage or destruction to Team Media LLC's equipment or to any
other accountholder, which damage is caused by or otherwise results
from acts or omissions by the Customer, their representative(s)
or their designees; (c) any personal injury or property damage arising
out of activities related to the Services, unless such injury or
property damage is caused solely by Team Media LLC's gross negligence
or willful misconduct; and (d) any other damage arising from the
Customer's equipment or business.
5.
Team Media LLC acknowledges and agrees that in the course of dealings
with Customer, it may acquire information about Customer, its business
activities and operations, its technical information and trade secrets,
of a highly confidential and proprietary nature. Team Media LLC
agrees that title to all such information and related materials
shall remain with the Customer. All applicable copyrights, trade
secrets, patents and other intellectual and property rights in such
information and related material are and remain in the property
of the Customer. All other aspects of the information and related
material, including without limitation, technologies, procedures,
programs, methods of processing, all source code, conversions, enhancements,
databases, templates, specific design and structure of individual
programs and their interaction and unique programming techniques
employed therein as well as screen formats shall remain the sole
and exclusive property of the Customer and shall not in any way
be sold, revealed, disclosed or otherwise communicated, directly
of indirectly, by Team Media LLC to any person, company or institution
whatsoever other than for the purposes set forth herein. It is expressly
understood that no title to or ownership of such information or
any part thereof is hereby transferred to Team Media LLC
6.
Any customer lists and/or other information concerning the Customer's
clients are the sole and exclusive property of the Customer. Team
Media LLC shall not for any reason whatsoever, directly or indirectly,
solicit the trade business of any of the clients or prospective
clients of the Customer with respect to any of the services, products,
trade secrets or other matters of the Customer. In addition to maintaining
confidentiality of all matters as imposed herein above, Team Media
LLC agrees to keep in the strictest of confidence any information
acquired by Team Media LLC during the course of its dealings with
the Customer about any of the Customer's clients, including but
not limited to contents of related databases, credit and credit
card information.
7.
Nothing contained herein shall be construed to place the parties
(Customer and Team Media LLC) in a relationship of partners, agents
or joint ventures. Neither party shall represent itself as the agent
or legal representative of the other party for any purpose whatsoever
and shall have no power to obligate or bind the other party in any
manner whatsoever.
8.
If any clause herein shall be found to contravene any law or ordinance
in whole or in part, it shall be severed from the Agreement. The
balance of the Agreement shall continue in full force and effect.
9.
Each party (Customer and Team Media LLC) to this agreement represents
that it has all necessary rights and authority to enter into the
terms of the Agreement and is in compliance with all federal, state
and local laws governing this transaction.
10.
Except for Team Media LLC's compliance with take-down provisions
of the DMCA or injunctive or other equitable actions initiated by
Team Media LLC pursuant to Section 5(b), if any controversy or dispute
arises in connection with this Agreement, the Services or the Customer's
use of Team Media LLC's servers, such controversy or dispute shall
first be presented for resolution by Team Media LLC and the Customer.
If no resolution is reached within 7 days thereafter, then such
controversy or dispute shall be resolved by binding arbitration
in Springfield, Missouri, under the then-current rules of commercial
arbitration of the American Arbitration Association. Each party
shall select an arbitrator with expertise in computer law and the
Internet, and these two arbitrators shall select the third arbitrator
with such expertise. The validity, terms, performance and enforcement
of this Agreement shall be governed and construed by its provisions
and in accordance with the laws of the State of Missouri (without
regard to conflicts of laws principles).
11.
The Customer hereby irrevocably and unconditionally consents to
submit to the exclusive jurisdiction of the state and federal courts
located in Springfield, Missouri, for any action, suit or proceeding
arising out of or relating to Section E(14) of this Agreement and
the arbitration contemplated by this Section.
12.
Legal notices sent to either party shall be effective when delivered
by mail, transmitted by telecopier ("fax") machine, one
(1) day after being sent by overnight mail or "fax," or
two (2) days after being sent by first class mail postage prepaid
to the address shown. This information is subject to change without
prior notification.
Team
Media LLC
2733 East Battlefield Road
#107
Springfield, Missouri 65804
FAX: (877)-417-4300
C. Payment Policies
1. Customers located outside of the United States or Canada must
use a system of payment issued within the United States.
2.
Team Media LLC features a 30-day money back guarantee on most accounts.
Team Media LLC's 30-day money back guarantee does not apply to Dedicated
Servers, Co-Located Servers, Merchant Accounts, Reseller Plans,
Domain Names, extra usage, or any fees associated with these services.
If the Customer chooses to cancel their account within the first
30 days of NEW service and notifies us by submitting a request at:
http://TeamMediaLLC.com/support.php, we will refund all routine
account fees, exclusive of any set up or other fees. Accounts closed
after the first 30 days of NEW service do not qualify for refund
of any pre-paid fees.
3.
Customer's agree that the first name, last name, street address,
and zip/postal code provided for their account profile is the same
as the cardholder's for the Credit Card being used for payment of
the account.
4.
Customer shall pay the monthly fees, and any charge for additional
services under the terms of this Service Agreement, within seven
(7) days of invoice. Invoices and receipts will be sent to the Customer
via e-mail. Customer may not withhold or "setoff" any
amounts due hereunder. Team Media LLC retains the right to withhold
service without prejudice until all amounts determined delinquent
are paid in full. Any late payment shall be subject to any costs
of collection (including but not limited to legal fees).
5.
The Customer acknowledges that Team Media LLC will bill the credit
card on file prior to the Payment Interval chosen. The Customer
authorizes automatic billing by Team Media LLC on an on-going basis
during the term of this Agreement. All accounts will be billed at
each designated interval (quarterly, semiannual, or annually) automatically
and without specific notice. The Customer is responsible for terminating
account(s) and associated billing except as noted here in cases
of violation of Team Media LLC policies. In the event that a credit
card does not clear with the Customers or cardholder's bank, the
Customer will be notified via e-mail. Delinquent accounts are those
that remain unpaid after 3 days. Accounts that are delinquent will
be placed on "administrative hold" or suspension and may
not be used or accessed. Notwithstanding any other rights Team Media
LLC may have in this Agreement, all of the Customer's website contents
will be destroyed if the account is delinquent for 7 days. Team
Media LLC accounts continue to accrue charges while they are delinquent
or if the Services are suspended. There will be a $50.00 processing
fee for all illegitimate credit card chargebacks.
6.
For payment via Check or Money Order, orders will be fulfilled within
3 business days upon receipt of payment. E-mail notification will
be sent 30 days prior to payment due date. Checks returned unpaid
(NSF) will be accessed a $30.00 service charge. Past due accounts
that are not brought current within 3 days of the e-mail notice
are subject to suspension and possible account termination.
7.
Any Customer whose services are terminated or suspended will be
asked to pay a reconnection fee to restart the account. Reconnection
fee for suspended accounts is $25.00. Reconnection fee for accounts
that have been terminated is $45.00.
D. Cancellation Policies
1. Team Media LLC reserves the right to cancel service at any time
for any reason. All fees paid in advance of cancellation will be
pro-rated and paid by Team Media LLC if Team Media LLC institutes
it's right of cancellation. If cancellation is caused by Customer's
violation of these policies, then no refund will be disbursed.
2.
Customer retains the right to cancel use of Team Media LLC's Service
at any time through the Control Panel Help Desk. Requests for cancellation
must be received at Team Media LLC's main office. All Team Media
LLC accounts must be paid in full before the cancellation transaction
will be considered complete.
3. Requests
for cancellation (termination of service) must be submitted through the
control panel help desk provided by Team Media LLC, no other system of
cancellation will be accepted. The date of cancellation request will not
be used as date of cancellation. A representative of Team Media LLC must
confirm all cancellations prior to a cancellation date being set and followed
through. If Team Media LLC does not receive notice 10 days prior to the
client's renewal date a service fee of $5.00 will be charged to client
with no less than $5.00 for each day after billing date, plus any other
fees associated with keeping the customers site online. Semi-Dedicated
and Dedicated server clients will be automatically billed for an additional
payment term(Quarterly or Annual)should they fail submit a request 7 days
prior to the renewal. Client's in good standing will always be given due
consideration with respect to additional charges.
4.
All cancellation requests must include the following information
to be valid; Primary Contact of the account, account name, reason
for cancellation, current account password, and last 4 digits of
credit card on file. If Check, Money Order, or Bank Transfer made
payment, the Zip/Postal Code of the primary contact must also be
included.
5.
All accounts are cancelled at the end of the current billing period
unless a date of cancellation is specified. NO REFUNDS are given
to customers who cancel their account prior to the end of the contractual
agreement period (Except within the first 30 day) for remaining
services. Resellers: Cancelling your main reseller account will
also cancel all resold accounts. A resold account can be converted
to a normal account at the request of the reseller. A Request for
conversion must be submitted to customer support 10 days prior to
any current billing or cancellation. All applicable fees apply.
NO REFUNDS will be issued for any RESOLD accounts at any time. All
services are contracted per quarterly, semiannual, and annually
and are considered a single purchase for services for a specified
period and not divisible outside of the initial contractual choice.
6.
Refunds made by Team Media LLC for all payment systems (including
Credit Card, Check, Money-Order, and Bank Transfer payments) at
will be made via Team Media LLC discretion.
E. Use Policies
1. Team Media LLC's Service may only be used for lawful purposes.
Transmission, distribution, or storage of any information, data,
or material in violation of United States or Missouri State regulation
or law, or by the common law, is prohibited. This includes, but
is not limited to, material protected by copyright, trademark, trade
secret, or any other statute. Team Media LLC reserves the right
to remove such illegal material from it's server immediately. Team
Media LLC expressly forbids anyone from using Team Media LLC's servers
for the propagation, distribution, housing, processing, storing,
or otherwise handling in any way lewd, obscene, or pornographic
material, or any other material which Team Media LLC deems to be
objectionable. The designation of any materials as such described
is left entirely to the discretion of Team Media LLC
2.
Team Media LLC does NOT allow sites that provide points of distribution,
or 'links' to the following types of sites:
a. Pirated Software (Warez) - Any software that is copyrighted and
not freely available for distribution without cost. ROMs, ROM Emulators
and Mpeg Layer 3 files (MP3) all fall under this jurisdiction.
b. Hacking/Cracking/Phreaking - Includes sites with material, links,
or resources for Hacking, Phreaking, Viruses, Anarchy, or any type
of site that promotes the destruction or compromises the integrity
of Team Media LLC
c. Adult Sites - Any erotic or pornographic material, links to adult
sites, or advertisements for adult sites.
3.
Copyrighted material must not be placed on Customer's account without
the permission of the owner(s) or person(s) they specifically authorize.
Only the owner(s) or such authorized person(s) may upload copyrighted
material to the account.
4.
Team Media LLC strictly prohibits e-mail harassment, whether through
language, frequency, or size of messages. Forging of header information
is not permitted. Team Media LLC does not allow unsolicited e-mail.
This includes Spamming and Bulk Mail sent to persons who have otherwise
not requested to receive such mail. Spamming, or the sending of
unsolicited e-mail or message board posts including, without limitation,
commercial advertising and informational announcements, from our
server(s) or using an e-mail address or domain that is maintained
on a Team Media LLC machine as reference in that spam is STRICTLY
prohibited. Domains and sites are subject to being canceled immediately
as well as fined no less than $500 US. A user shall not use another
site's mail server to relay mail without the express permission
of the site. Team Media LLC will be the sole arbiter as to what
constitutes a violation of these provisions. Sending unsolicited
commercial bulk email ("UCE"), news postings or chain
letters; advertising transmitting, or otherwise making available
any software, program, product, or service that is designed to facilitate
sending UCE; use of web pages that allow "spam"ing (known
as "ghost sites") that directly or indirectly refers to
domains or IP addresses hosted by Team Media LLC. Sending any email
to purchased lists or lists obtained by any other method (such as
harvesting) is not acceptable. Customers may only send email to
recipients who have joined mailing lists directly from their site..
5.
Any Customer that uses a high amount of server resources (such as,
but not limited to, CPU time, memory usage, and network resources)
will result in immediate account suspension. The Customer will then
be requested to either reduce the resource use to an acceptable
level or pay for the additional hardware or the resource needed
to compensate. Team Media LLC shall be the sole arbiter of what
is considered to be a high server usage level.
6.
Any Customer in violation of system or network security is subject
to criminal and civil liability, as well as immediate account termination.
Examples include, but are not limited to the following: Unauthorized
access, use, probe, or scan of a systems security or authentication
measures, data or traffic. Interference with service to any user,
host or network including, without limitation, e-mail bombing, flooding
deliberate attempts to overload a system and broadcast attacks.
Forging of any TCP/IP packet header or any part of the header information
in an e-mail or newsgroup posting.
7.
Customer agrees not to publish on or over its account any information,
software or other content which violates or infringes upon the rights
of any others or which knowingly contravenes the laws of any jurisdiction
in which such content is generally accessible.
8.
Use of illegal or copyright material on any Web page or other distribution
mechanism used in conjunction with the Customer's account, will
result in termination of this Service Agreement. Illegal material
is defined as any material not permitted under United States local,
state or federal laws. If "illegal material" was submitted
by a client of the Customer without Customer's knowledge, this Service
Agreement will remain in effect if the Customer removes the "illegal
material."
9.
Any use of Team Media LLC's systems that disrupts the normal use
of the system for other Team Media LLC customers is considered to
be abuse of Team Media LLC services and is grounds for termination
of this Service Agreement. Examples of system abuse include running
excessive numbers of processes or consuming excessive amounts of
CPU time, memory or disk space. Any usage of 10% or more of Team
Media LLC's system resources is an undue burden on Team Media LLC's
system and is unacceptable. If the Customer's usage ever exceeds
10% of system resources, the account may be terminated immediately
and without prior notice. Further, running programs in the background
on a Team Media LLC server without Team Media LLC's prior written
authorization, or running chat rooms, Internet Relay Chat, IRC bots,
more then 1,000 emails a day and the like are not acceptable uses
of Team Media LLC's servers. Some examples of abuse include (not
limited to) spawning dozens of processes, consuming large amounts
of memory or CPU cycles for long periods of time, attempting to
access other Customers' account areas, or conducting provocative
activities such as mass e-mailings (spam), which may result in retaliatory
actions against Team Media LLC's systems.
10.
Depending upon the nature and severity of any abuses, the Customer
may receive a courteous e-mail warning detailing the nature of the
abuse. If the abuse of services is not terminated within one (1)
day, a final e-mail will be sent to the customer formally requesting
termination of the stated abuse. Customer then must terminate stated
abuse within one (1) day, otherwise the Service Agreement will be
terminated. Any reconnection of a terminated account will require
a reconnection fee.
11.
If, in Team Media LLC's sole discretion, the nature and severity
of any abuses is severe enough, Team Media LLC may terminate the
Service Agreement immediately without written notification prior
to termination. This may also be subject to a reconnection fee,
however Team Media LLC reserves the right to deny all future access
upon termination.
12.
Violation of any of Team Media LLC's rules and regulations could
result in a warning, suspension, or possible account termination.
13.
Team Media LLC reserves the right to suspend or terminate a Customer's
(hereby defined as one who has an account with Team Media LLC) the
Services to the Customer and remove or prevent access to any material
from the website at any time, without prior notice or liability,
for any conduct that Team Media LLC, in its sole discretion, believes
violates this Agreement or is otherwise harmful to Team Media LLC's
interests or the interests of other accountholders.
14.
Team Media LLC reserves the right to comply with the take-down provisions
of the DMCA and to seek injunctive, declaratory, interpleader or
other judicial or equitable relief (and, pending such action, to
suspend all access to the Customer's website) if any third-party
claim is made that the Customer's website content or use violates
any of the acceptable uses or the obligations or representations
described in this Agreement.
15. LIMITATION OF LIABILITY: Team Media LLC shall not be responsible
for any claimed damages, including incidental and consequential
damages, which may arise from servers going off-line or being unavailable
for any reason whatsoever. Further, Team Media LLC shall not be
responsible for any claimed damages, including incidental or consequential
damages, resulting from the corruption or deletion of any web site
from one of Team Media LLC servers. All damages shall be limited
to the immediate termination of service. Team Media LLC shall be
the sole arbiter of what is and is not a violation of these acceptable
use policies. Team Media LLC reserves the right to terminate an
account at any time and for any reason that causes harm to any customer's
web sites. Team Media LLC reserves the right to delete all content
and files upon termination. Team Media LLC reserves the right to
withhold any pre-paid funds for any site removed for violations
of these policies. Team Media LLC reserves the right to refuse,
cancel, or suspend service at our sole discretion. Team Media LLC
reserves the right to change these Policies without prior notice
or warning. Non-enforcement of any part of these Policies does not
constitute consent.
F. Reseller Policies
Reseller acknowledges that Team Media LLC’s acceptance of this Agreement and all policies above (items A through E) and any application made by Reseller for services provided by Team Media LLC will take place at Team Media LLC’s offices located in Springfield, Missouri, USA.
1. Team Media LLC grants the Reseller a non-exclusive, non-transferable license to resell the Services worldwide.
2. Reseller acknowledges that prices, discount rates and transaction fees are subject to change from time to time.
3.Reseller is responsible for all billing with respect to their clients. The Reseller is Team Media LLC’s client and not the end user. Therefore the Reseller is responsible for all accounts payable to Team Media LLC.
4.The Money Back Guarantee only applies to non-resold accounts.
5.Reseller agrees to hold Team Media LLC harmless and to indemnify Team Media LLC for and against transactions processed by the Reseller that are fraudulent in nature. These fraudulent transactions could result from, but are not limited to the use of stolen or misappropriated credit cards.
6. Refund Policy Reseller and Reseller’s customers are not entitled to any refunds of Service transactions.
7. Term This Agreement is in effect for one (1) year from the Effective Date of this contract and will automatically renew for one (1) year increments. Reseller agrees that Team Media LLC may modify this agreement from time to time. Reseller agrees to be bound by any changes Team Media LLC may reasonably make to this agreement when such changes become effective. Should Reseller elect to cancel Reseller’s agreement with Team Media LLC, Reseller will not receive a refund for any fees Reseller may have paid to Team Media LLC. Upon termination, all customers will default to Team Media LLC.
8. Termination Either party may terminate this Agreement for a material breach of contract by the other party that has not been cured within 10 days. Either party must notify the other of such material breach in writing. Or, either party may terminate this Agreement with 30 days written notice. Upon termination, all customers will default to Team Media LLC. Please see item D5 above.
9. Reseller agrees that Team Media LLC, in its sole discretion and without liability to Reseller, may terminate this Agreement for if Reseller is found to be using Team Media LLC Services in association with unsolicited commercial email (“spam”) or morally objectionable activities. Morally objectionable activities will include, but not be limited to: activities designed to defame, embarrass, harm, abuse, threaten, slander or harass third parties; activities prohibited by the laws of the United States and/or foreign territories in which Reseller conducts business; activities designed to encourage unlawful behavior by others, such as hate crimes, terrorism and child pornography; activities that are tortuous, vulgar, obscene, invasive of the privacy of a third party, racially, ethnically, or otherwise objectionable; activities designed to impersonate the identity of a third party; and activities designed to harm minors in any way. In the event Team Media LLC terminates this Agreement for spam or morally objectionable activities, no refund will be issued.
10. Customer Agreements Reseller is required to ensure that Reseller’s customers agree to comply with the standard agreement for each product or service they purchase from Reseller.
11. Customer Notices If there are any recalls or retrofits of products, Reseller will assist Team Media LLC in notifying Reseller’s customers.
12. Upon the discovery of any unauthorized use or copying of Team Media LLC products or services, Reseller will immediately notify Team Media LLC. If Reseller is at fault in any way, Reseller may be held responsible for the cost of the legal proceedings.
13. Terms of Confidentiality Reseller agrees that Reseller will exercise a reasonable level of care and discretion to prevent and restrain the use, disclosure, or reproduction of Team Media LLC’s Confidential Information. “Confidential Information” means nonpublic information that Team Media LLC designates as being confidential or which, under the circumstances surrounding disclosure, ought to be treated as confidential by Reseller. Confidential Information includes, but is not limited to, information in tangible or intangible form relating to and/or including released or unreleased products, the marketing or promotion of any of Team Media LLC’s products, Team Media LLC’s business policies or practices, and information received from others that Team Media LLC is obligated to treat as confidential. Confidential Information does not include any information, however designated, that: is or subsequently becomes publicly available without Reseller’s breach of any obligation under this Agreement; became known to Reseller prior to disclosure under this Agreement; became known to Reseller from a source other than Team Media LLC other than by the breach of an obligation of confidentiality owed to Reseller; or is independently developed by Reseller. This obligation shall last three (3) years after the termination of your reseller account with Team Media LLC Domains.
14. Reseller agrees that Reseller will disclose to Team Media LLC any conflicts of interest or potential conflicts of interest Reseller may have in a timely manner.
15. Bribing or offering gifts in exchange for purchases by customers is prohibited and will result in termination of your account.
16. Reseller agrees to be bound by the Privacy Policy of Team Media LLC in its dealings with customers and others and to post the Privacy Policy provided to Reseller by Team Media LLC on Reseller’s home page. Failure to comply with such Privacy Policy will be deemed a material breach of this Agreement.
17. Team Media LLC authorizes Reseller to brand the services by using Reseller’s name and logo along with Reseller’s name and logo.
19. Team Media LLC and Team Media LLC related companies will not market Team Media LLC branded products or services to Reseller’s customers. However, Team Media LLC may market Reseller branded products and/or services to Reseller’s customers.
20. Team Media LLC will provide technical support to reseller. At reseller’s option, Team Media LLC will NOT provide technical support to its customers. If your customers call Team Media LLC and ask for support Team Media LLC will refer them to the Reseller
21.
Reseller agrees that all notices (except for notices concerning breach of this Agreement) from Team Media LLC to Reseller may be posted on our web site and will be deemed delivered within fifteen (15) days after posting. Notices concerning breach will be sent either to the email address Reseller has on file with Team Media LLC or mailed first class postage to the postal address Reseller has on file with Team Media LLC. In both cases, delivery shall be deemed to have been made five (5) days after the date sent. Notices from Reseller to Team Media LLC shall be made either by email, sent to the address we provide on our web site, or first class mail to our address at:
Team Media LLC
ATTN: Reseller Department
2733 East Battlefield Road #107
Springfield, MO 65804
Delivery shall be deemed to have been made by Reseller to Team Media LLC five (5) days after the date sent.
22. Reseller agrees that it will NOT approach Team Media LLC’s employees with proposals to hire them as its own employees or contractors. This also extends to former employees who are under agreements (Confidentiality / No Compete) with Team Media LLC. If Reseller were to hire or sub contract to any of Team Media LLC’s current or former employees, Reseller agrees to pay Team Media LLC for each employee the greater amount of three years salary for that employee as Reseller is to pay such employee, or $200,000.
24. This Agreement and its Attachments are subject to change. Reseller will be notified of such changes as they occur via the email contact supplied during the reseller signup process, which may be modified using the Reseller’s site administration tool.
25. Reseller may not assign its rights or duties under this Agreement to another without the express written consent of Team Media LLC, which will not be unreasonably withheld. Team Media LLC may assign its rights and obligations under this Agreement without notice so long as the Service continues to operate as outlined in this Agreement.
26.
Reseller agrees that Team Media LLC and its parent and affiliate companies own all proprietary rights, including but not limited to copyrights, patents and trade secrets, trademarks, and service marks, in and to the API and that this Agreement does not transfer ownership of any of these rights. Team Media LLC expressly reserves its rights in and to all such content and materials. Team Media LLC shall own all proprietary rights in any modifications to the API, whether created by Team Media LLC , Reseller, users, or a third party. Reseller hereby assigns to Team Media LLC all proprietary rights, including copyright, patent and trade secret rights, to any modifications created by Reseller. No license or right under any copyright, patent, trademark, service mark or other proprietary right or license, except the limited license provided below in this section, is granted to Reseller or conferred upon Reseller by this Agreement or otherwise. Reseller will not use any of Team Media LLC 's trademarks or other intellectual property unless specifically authorized by Team Media LLC , nor will Reseller register any trademark that is substantially similar to one owned by Team Media LLC . Reseller shall not use any of Team Media LLC 's intellectual property in its advertising except as specifically authorized by Team Media LLC . Reseller agrees not to use Team Media LLC 's trademarks, including its web site URLs, as keyword terms in any online advertising agreements.
Reseller will use all computer programs, documentation and information consisting of or containing proprietary information related to the API solely for the purpose of performing under this Agreement. Reseller will not decompile, disassemble or otherwise reverse engineer the API or cause others to do so. Reseller will not modify or cause others to modify the API, without the prior written consent of Team Media LLC . Except as otherwise explicitly agreed in writing, Team Media LLC -owned content described in this document may be downloaded, displayed, reformatted and printed for Reseller's personal, non-commercial use only. Reseller agrees to prevent any unauthorized copying of the API. Content owned by Team Media LLC advertisers, suppliers or licensors may be subject to additional restrictions. Reseller agrees to use the API and this document only within the scope of their intended business purposes.
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