Terms and Conditions


1.1 Subject to the terms and conditions of this Agreement, Service Provider will provide Customer with access to the Services through the internet.  The Services are subject to modification from time to time at Service Provider’s sole discretion, for any purpose deemed appropriate by Service Provider.  Service Provider will use reasonable efforts (a) to give Customer prior written notice of any such modification and (b) to not implement any modifications that materially adversely affect Customer’s ability to use the material features or functionality of the Services.

1.2 Service Provider will undertake to make the Services available twenty-four (24) hours a day, seven (7) days a week.  Notwithstanding the foregoing, Service Provider reserves the right to suspend Customer’s access to the Services: (i) for scheduled or emergency maintenance, or (ii) in the event Customer is in breach of this Agreement, including failure to pay any amounts due to Service Provider.

1.3 Subject to the terms hereof, Service Provider will use commercially reasonable efforts to provide technical support as necessary to respond to support and error issues for the Services from Monday through Friday during Service Provider’s normal business hours at the location where the support is provided.

1.4 The Services shall be performed in a professional and competent manner consistent with industry standards.


2.1 Customer will not permit any third party to: (i) reverse engineer, decompile, disassemble or otherwise attempt to discover or obtain the source code, object code or underlying structure, ideas or algorithms of the Services or any software, documentation or data related to the Services (“Software”) (provided that reverse engineering is prohibited only to the extent such prohibition is not contrary to applicable law); (ii) modify, translate, or create derivative works based on the Services or Software; (iii) use the Services or Software for time sharing or service bureau purposes or for any purpose other than its own internal use for its own internal benefit; (iv) use the Software or Services in any infringing, defamatory, harmful, fraudulent, illegal, deceptive, threatening, harassing, or obscene way; or (v) use the Services or Software other than in accordance with this Agreement and in compliance with all applicable laws, regulations and rights (including but not limited to those related to privacy (including, without limitation, in Europe), intellectual property, consumer and child protection, SPAM, text messaging, obscenity or defamation).

2.2    Customer will cooperate with Service Provider in connection with the performance of this Agreement by making available such personnel and information as may be reasonably required, and taking such other actions as Service Provider may reasonably request.  Customer will also cooperate with Service Provider in establishing a password or other procedures for verifying that only designated employees of Customer have access to any administrative functions of the Services.

2.3.   Customer will designate an employee who will be responsible for all matters relating to this Agreement (“Primary Contact”).  Customer may change the individual designated as Primary Contact at any time by providing written notice to Service Provider.

2.4.   Service Provider hereby agrees to indemnify and hold harmless Customer against any damages, losses, liabilities, settlements and expenses (including without limitation costs and attorneys’ fees) in connection with any claim or action that arises from an allegation that the Services, or the use thereof,, infringes or violates the rights, including but not limited to the intellectual property rights, of a third party. Customer hereby agrees to indemnify and hold harmless Service Provider against any damages, losses, liabilities, settlements and expenses (including without limitation costs and attorneys’ fees) in connection with any claim or action that arises from or is related to the Customer’s Content (as defined below). Although Service Provider has no obligation to monitor the Content provided by Customer or Customer’s use of the Services, Service Provider may do so and may remove any such Content or prohibit any use of the Services it believes may be (or alleged to be) in violation of the foregoing. Each party shall provide prompt written notice to the other party of any indemnifiable claim and the indemnifying party shall have sole control over the defense and/or settlement of such claim, provided that neither party shall enter into any settlement that imposes liability or fault on the other party without the written consent of such other party. ligations under this Agreement.