If for any reason you wish to cancel your Hosting Plan, we offer a full money back guarantee during the first 45-days of service. Simply cancel
your Hosting Plan within the first forty-five days of service and we will
refund all your web hosting plan fees. (domain
registration and SSL certificate fees are not refundable—you own these and may
take them with you if you leave.)
Sashbox
Interactive LLC. Terms & Conditions Agreement
1. Term and Payment for Services
2. Use of Services
3. Enforcement
4. Intellectual Property Rights
5. Warranty; Warranty Disclaimer
6. Limitation and Exclusion of Liability
7. Indemnification
8. Miscellaneous
You must accept the terms of this Agreement in order to use the Services.
NOTWITHSTANDING, BY USING THE SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ
THIS AGREEMENT AND AGREE TO BE BOUND BY THE TERMS AND CONDITIONS CONTAINED
HEREIN AS WELL AS ALL ACCEPTABLE USE POLICIES INCORPORATED BY REFERENCE.
Sashbox Interactive reserves the right to change
or modify any of the terms and conditions contained in this Agreement, any
Addendum and any policy or guideline incorporated by reference at any time and
from time to time in its sole discretion, and to determine whether and when any
such changes apply to both existing or future customers. Any changes or
modification will be effective upon posting of the revisions on the Sashbox Interactive Web site (the "Site"). Your
continued use of Services following Sashbox Interactive 's posting of any changes or modifications will
constitute your acceptance of such changes or modifications.
1. TERM AND PAYMENT FOR SERVICES
1.1. Term
This Agreement shall be for an "Initial Term" as chosen by you in
the Order Form located on this Site at the time you register for the Services.
This Agreement will be automatically renewed (the "Renewal Term") at
the end of the Initial Term for the same period as the Initial Term unless you
provide Sashbox Interactive with notice of
termination thirty (10) days prior to the end of the Initial Term or the
Renewal Term.
1.2. Termination Policy
If you terminate your receipt of the Services prior to the end of the
Initial Term or the Renewal Term, whichever is then applicable, (a) Sashbox Interactive will refund the remaining months prepayment
on your Term after recalculating your charges for the used portion at the
standard month-to-month plan rate, (b) There is no refund for partial months
outside the first forty-five days of your Intital
Term. Notwithstanding the foregoing, if you terminate your receipt of Shared
Hosting Services prior to the end of the first thirty (45) days of the Initial
Term, you are entitled to a refund of the hosting fees you paid in advance for
the monthly Services, not including any setup fees. Your termination request or
notice must be submitted to Sashbox Interactive in
the manner described in Section 1.1. Sashbox
Interactive may terminate this Agreement at any time and for any reason by
providing to you written notice thirty (30) days prior to the date of
termination. If Sashbox Interactive terminates this
Agreement, Sashbox Interactive will refund to you the
pro-rata portion of prepaid fees attributable to Services (excluding setup
fees) not yet rendered as of the termination date unless otherwise expressly
provided in this Agreement. If termination was enforced to due violations that
result in damages or fees assigned to Sashbox
Interactive on your behalf, no refunds shall apply and you will be held liable
for such fees.
1.3 Default and Cure
In the event that either party hereto defaults in the performance of any of
its material duties or obligations under this Agreement, including failure to
make any payments due under this Agreement, and such default is not cured
within five (5) days after written notice is given to the defaulting party
specifying the default, then the party not in default, after given written
notice thereof to the defaulting party, may terminate this Agreement.
1.4. Charges
You agree to pay for all charges attributable to your use of the Services at
the then current Sashbox Interactive prices, which
shall be exclusive of any applicable taxes. You are responsible for the payment
of all federal, state, and local sales, use, value added, excise, duty and any
other taxes assessed with respect to the Services, other than taxes based on Sashbox Interactive's net income.
1.5. Payment
All charges for Services must be paid in advance according to the then
current prices applicable to the Services. Upon entering this Agreement, you
must choose to pay either by direct charge to a credit/debit card or PayPal. If you choose to pay by credit or debit card upon
registering for the Services, you thereby authorize Sashbox
Interactive to charge your credit or debit card to pay for any charges that may
apply to your account. You must notify Sashbox
Interactive of any changes to your card account (including, without limitation,
applicable account number or cancellation or expiration of the account), your
billing address, or any information that may prohibit Sashbox
Interactive from charging your account. Sashbox
Interactive may also create periodic invoices for any applicable Supplemental
Charges associated with your use of the Services. You agree to pay to Sashbox Interactive the amount indicated in each invoice by
the due date reflected on that invoice. If you fail to pay any fees and taxes
by the applicable due date for credit card or invoice payments, late charges of
the lesser of one and one-half per cent (1.5%) per month or the maximum
allowable under applicable law but at no time less than $5 shall also become
payable by you to Sashbox Interactive . In addition,
your failure to fully pay any fees and taxes within five (5) days after the
applicable due date will be deemed a material breach of this Agreement, and Sashbox Interactive may, in addition to any other remedy it
may have: (i) suspend its performance of the Services
and/or terminate this Agreement; and/or (ii) At the time of such nonpayment, Sashbox may, delete any and all content from the Sashbox Servers. Any such suspension or termination of the
Services would not relieve you from paying past due fees plus interest. In the
event of collection enforcement, you will be liable for any costs associated
with such collection, including, without limitation, reasonable attorneys'
fees, court costs and collection agency fees.
2. USE OF SERVICES
2.1. Applicable Use Policy
The Sashbox Interactive Acceptable Use Policy (the
"Usage Policy") govern the general policies
and procedures for use of the Services. The Usage Policy is posted on Sashbox Interactive's Web site
(or such other location as Sashbox Interactive may
specify) and may be updated from time-to-time. YOU SHOULD CAREFULLY READ THE
USAGE POLICY. BY USING THE SERVICES, YOU AGREE TO BE BOUND BY THE TERMS OF THE
USAGE POLICY AND ANY MODIFICATIONS. Sashbox
Interactive RESERVES THE RIGHT TO TERMINATE YOUR ACCOUNT FOR ANY VIOLATION OF
THE USAGE POLICY OR THIS AGREEMENT.
2.2. Material and Product Requirements
Unless we have agreed otherwise in a separate agreement, you must ensure
that all material and data placed on Sashbox Interactive's equipment is in a condition that is
"server-ready," which is in a form requiring no additional
manipulation by Sashbox Interactive
. Sashbox Interactive will make no effort to
validate any of this information for content, correctness or usability. If your
material is not "server-ready", Sashbox
Interactive has the option at any time to reject this material. Sashbox Interactive will notify you of its refusal of the
material and afford you the opportunity to amend or modify the material to
satisfy the needs and/or requirements of Sashbox Interactive . Use of the Services requires a certain level
of knowledge in the use of Internet languages, protocols and software. This
level of knowledge varies depending on the anticipated use and desired content
of your Web site. You must have the necessary knowledge to create and maintain
a Web site. It is not Sashbox Interactive
's responsibility to provide this knowledge or customer support outside
of the Services agreed to by you and Sashbox
Interactive .
2.3. Bandwidth and Storage Usage
You agree that use of the Services under this Agreement will not exceed the
bandwidth and storage usage limits set out. If you use any bandwidth or storage
space in excess of the agreed upon number of megabytes per month, you agree to
pay the associated additional charges. Data stored in your user account on a Sashbox Server is not owned by Sashbox
Interactive; therefore Data preservation is the ultimate responsibility of you,
the client. Sashbox Interactive is in no way
responsible for the client’s data and or the backup of that data.
2.4. Prohibited Activities
For purposes of the Prohibited Activities, the term "content" means information or material of any type capable of being posted or transmitted on or through Sashbox's services, including material in print, graphic, pictorial audio, or audio-visual form.
1.Defamation. You agree not to post or transmit any content in violation of any applicable law of libel or defamation in the United States or elsewhere.
2.Fraud. You agree not to post or transmit any fraudulent content. This includes any content that you know or have reason to know is false, and that you intend for others to rely on.
3.False Advertising. You agree not to post or transmit advertising or promotional materials that contain false, deceptive, or misleading statements, claims, or representations.
4.Unsolicited Advertising. You agree not to post or transmit any unsolicited advertising, promotional materials, or other forms of solicitation to any individuals, or entities. You further agree not to involve or associate Sashbox in any way with the posting or transmission of unsolicited advertising, promotional materials, or other forms of solicitation, including but not limited to unsolicited advertisements sent from another service provider advertising an Sashbox-hosted web site, and unsolicited advertisements sent from another service provider which request that replies be sent to an email address that receives any service from Sashbox including DNS service.
5.Copyright Violations. You agree not to post or transmit on or through any service any content that infringes another person’s or entity’s copyright in all or any part of the content.
6.Trademark, Service Mark, and Trade Dress Violations. You agree not to post or transmit any content that infringes, dilutes or otherwise violates another person’s rights in its trademarks, service marks, trade dress, or other indicia of origin.
7.Trade Secret Violations. You agree not to post or transmit any content that reveals trade secrets or other confidential or proprietary information belonging to another person or other entity.
8.Obscenity. You agree not to post or transmit any obscene or pornographic content, including, but not limited to, child pornography.
9.Harassment, Threats, and Abuse. You agree not to use our services to harass, intimidate, threaten, or abuse any person or entity, by any means, including the use of vulgar, hateful, racially or ethnically offensive, sexually harassing, or otherwise objectionable content.
10.False Pretenses. You agree to not to impersonate any person, including but not limited to, an Sashbox official or an information provider, guide, or host, or communicate under a false name or a name that you are not entitled or authorized to use in all forms of online communication, including, but not limited to, screen names, subscriber profiles, chat dialogue, and message posting.
11.Inappropriate Content. You agree not to post or transmit any content that is patently inappropriate material under the circumstances -- e.g., content or topics not related to the topics focused on by the participants in a particular news group or mailing list.
12.Disruptive Activities. You agree not to disrupt the normal flow of data, or otherwise act in a manner that negatively affects any of our other clients.
13.Systems Abuse. You agree not to abuse Sashbox’s system, or any other system accessible through the Internet via Sashbox, by causing any harm to the system so that it inhibits or negatively impacts the ability of other users to effectively use such system. You further agree not to compromise or attempt to violate security at Sashbox or elsewhere, including but not limited to, attempted access of any data, server, or account that you are not expressly authorized to access.
14.SPAM, Chain Letters, etc. Don't even think about it!
15.Abuse. You agree not to harass, threaten or abuse authorized representatives of Sashbox, including but not limited to tech support representatives, customer relations representatives, and sales representatives, or otherwise abuse our staff.
16.Inappropriate software, products, and services. You agree not to post, transmit, promote, or otherwise make available any software, product or service that is illegal, violates the rights of Sashbox or a third party, or is designed to violate this Agreement. Such software, products or services include, but are not limited to, programs designed to send unsolicited advertisements (i.e. "spamware"), services which send unsolicited advertisements, programs designed to initiate "denial of service" attacks, mail bomb programs, and programs designed to gain unauthorized access to networks on the Internet.
17.Reselling. You agree not to resell Sashbox services or products without an express written agreement with Sashbox to do so.
3. ENFORCEMENT
3.1. Investigation of Violations
Sashbox Interactive may investigate any reported
or suspected violation of this Agreement, its policies or any complaints and
take any action that it deems appropriate and reasonable under the circumstance
to protect its systems, facilities, customers and/or third parties. Sashbox Interactive will not access or review the contents
of any e-mail or similar stored electronic communications except as required or
permitted by applicable law or legal process.
3.2. Actions
Sashbox Interactive reserves the right and has
absolute discretion to restrict or remove from its servers any content that
violates this Agreement or related policies or guidelines, or is otherwise
objectionable or potentially infringing on any third party's rights or
potentially in violation of any laws. If we become aware of any possible
violation by you of this Agreement, any related policies or guidelines, third
party rights or laws, Sashbox Interactive may
immediately take corrective action, including, but not limited to, (a) issuing
warnings, (b) suspending or terminating the Service, (c) restricting or
prohibiting any and all uses of content hosted on Sashbox
Interactive 's systems, and/or (d) disabling or removing any hypertext links to
third party Web sites, any of your content distributed or made available for
distribution via the Services, or other content not supplied by Sashbox Interactive which, in Sashbox
Interactive 's sole discretion, may violate or infringe any law or third-party
rights or which otherwise exposes or potentially exposes Sashbox
Interactive to civil or criminal liability or public ridicule. It is Sashbox Interactive 's policy to
terminate repeat infringers. Sashbox Interactive's right to take corrective action, however,
does not obligate us to monitor or exert editorial control over the information
made available for distribution via the Services. If Sashbox
Interactive takes corrective action due to such possible violation, Sashbox Interactive shall not be obligated to refund to you
any fees paid in advance of such corrective action.
3.3. Disclosure Rights
To comply with applicable laws and lawful governmental requests, to protect Sashbox Interactive 's systems and customers, or to ensure
the integrity and operation of Sashbox Interactive 's
business and systems, Sashbox Interactive may access
and disclose any information it considers necessary or appropriate, including,
without limitation, user profile information (i.e., name, e-mail address,
etc.), IP addressing and traffic information, usage history, and content
residing on Sashbox Interactive's
servers and systems. Sashbox Interactive also
reserves the right to report any activity that it suspects violates any law or
regulation to appropriate law enforcement officials, regulators, or other
appropriate third parties.
4. INTELLECTUAL PROPERTY RIGHTS
4.1. Your License Grant to Sashbox
Interactive
You hereby grant to Sashbox Interactive a
non-exclusive, worldwide, and royalty-free license for the Initial Term and any
Renewal Term to use your content as necessary for the purposes of rendering and
operating the Services to you under this Agreement. You expressly (a) grant to Sashbox Interactive a license to cache materials
distributed or made available for distribution via the Services, including
content supplied by third parties, and (b) agree that such caching is not an
infringement of any of your intellectual property rights or any third party's
intellectual property rights.
4.2. Sashbox Interactive
Materials and Intellectual Property
All materials, including but not limited to any computer software (in object
code and source code form), data or information developed or provided by Sashbox Interactive or its suppliers or agents pursuant to
this Agreement, and any know-how, methodologies, equipment, or processes used
by Sashbox Interactive to provide the Services to
you, including, without limitation, all copyrights, trademarks, patents, trade
secrets and other proprietary rights are and will remain the sole and exclusive
property of Sashbox Interactive or its suppliers,
including but not limited to any software programs, inventions, products and/or
technology innovations and methodologies utilized, developed, or disclosed by Sashbox Interactive during the term of this Agreement.
Unauthorized copying, reverse engineering, decompiling, and creating derivative
works based on the any such software is expressly forbidden except as permitted
in this Agreement. You may be held legally responsible for violation of any
patent rights, copyright or trade secret rights that is caused or encouraged by
failure to abide by the terms of this Agreement.
4.3. Trademarks
You hereby grant to Sashbox Interactive a limited
right to use your trademarks, if any, for the limited purpose of permitting Sashbox Interactive to fulfill its duties under this
Agreement. This is not a trademark license and no other rights relating to the
trademarks are granted by this Agreement. Specifically, but without limitation,
the rights granted by this Agreement do not include the right to sub-license
use of your trademarks or to use your trademarks with any other products or
services outside the scope of the Services provided under this Agreement. The
limited trademark use rights granted under this section terminate upon
termination of this Agreement.
5. WARRANTY; WARRANTY DISCLAIMER
5.1. Customer and/or Third Party Acts
Sashbox Interactive is not responsible in any
manner for any non-confirming Services to the extent caused by you or your
customers. In addition, Sashbox Interactive is not
responsible for loss or corruption of data in transmission, or for failure to
send or receive data due to events beyond Sashbox Interactive's reasonable control.
5.2. No Express or Implied Warranty
ALL SERVICES, SYSTEMS AND PRODUCTS
PROVIDED BY SASHBOX INTERACTIVE UNDER THIS AGREEMENT ARE PROVIDED WITHOUT ANY
EXPRESS OR IMPLIED WARRANTY IN FACT OR IN LAW, WHATSOEVER. YOU ACKNOWLEDGE AND
AGREE THAT Sashbox Interactive EXERCISES NO CONTROL OVER, AND ACCEPTS NO
RESPONSIBILITY FOR, THE CONTENT OF THE INFORMATION PASSING THROUGH Sashbox
Interactive's COMPUTERS, NETWORK HUBS AND POINTS OF PRESENCE, OR THE INTERNET. Sashbox
Interactive DOES NOT WARRANT THAT THE OPERATION OF THE SERVICES WILL BE
UNINTERRUPTED OR ERROR-FREE, OR COMPLETELY SECURE, AND DOES NOT MAKE ANY
WARRANTIES WITH RESPECT TO PATENT, COPYRIGHT, TRADE SECRET OR TRADEMARK
INFRINGEMENT. ALL SERVICES PERFORMED UNDER THIS AGREEMENT ARE PERFORMED
"AS IS" AND WITHOUT WARRANTY AGAINST FAILURE OF PERFORMANCE
INCLUDING, WITHOUT LIMITATION, ANY FAILURE DUE TO COMPUTER HARDWARE OR
COMMUNICATION SYSTEMS. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, Sashbox
Interactive DOES NOT MAKE AND HEREBY DISCLAIMS, AND YOU HEREBY WAIVE ALL
RELIANCE ON, ANY REPRESENTATIONS OR WARRANTIES, ARISING BY LAW OR OTHERWISE,
REGARDING THE SERVICES, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR CONDITIONS OF QUALITY,
AND ANY WARRANTIES WITH RESPECT TO PATENT, COPYRIGHT, TRADESECRET OR TRADEMARK
INFRINGEMENT.
5.3 Your Warranties and Representations to Sashbox Interactive
You warrant, represent, and covenant to Sashbox
Interactive that (a) you are at least eighteen (18) years of age or are a duly
organized and validly existing entity; (b) you possess the legal right and
ability to enter into this Agreement; (c) you will use the Services only for
lawful purposes and in accordance with this Agreement and all applicable
policies and guidelines; (d) you will be financially responsible for the use of
your account; (e) you have acquired or will acquire all authorization(s)
necessary for hypertext links to third-party Web sites or other content; (f)
you have verified or will verify the accuracy of materials distributed or made
available for distribution via the Services, including, without limitation,
your content, descriptive claims, warranties, guarantees, nature of business,
and address where business is conducted, and (g) your content and/or any
software that you install or provide does not and will not infringe or violate
any right of any third party (including any intellectual property rights) or
violate any applicable law, regulation or ordinance.
6. LIMITATION AND EXCLUSION OF LIABILITY
6.1. Limitations
IN NO EVENT SHALL Sashbox Interactive HAVE ANY
LIABILITY WHATSOEVER FOR DAMAGE, UNAUTHORIZED ACCESS TO, ALTERATION, THEFT OR
DESTRUCTION OF INFORMATION PROVIDED TO Sashbox
Interactive , DISTRIBUTED OR MADE AVAILABLE FOR DISTRIBUTION VIA THE SERVICES. Sashbox Interactive SHALL HAVE NO LIABILITY UNDER THIS
AGREEMENT OR OTHERWISE FOR CONSEQUENTIAL, EXEMPLARY, SPECIAL, INCIDENTAL, OR
PUNITIVE DAMAGES EVEN IF Sashbox Interactive HAS BEEN
ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ANY EVENT, THE LIABILITY OF Sashbox Interactive TO YOU FOR ANY REASON AND UPON ANY
CAUSE OF ACTION SHALL BE LIMITED TO THE AMOUNT ACTUALLY PAID TO Sashbox Interactive BY YOU UNDER THIS AGREEMENT DURING THE
THIRTY (30) DAYS IMMEDIATELY PRECEDING THE DATE ON WHICH SUCH CLAIM ACCRUED.
THIS LIMITATION APPLIES TO ALL CAUSES OF ACTION IN THE AGGREGATE, INCLUDING,
WITHOUT LIMITATION, TO BREACH OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE,
STRICT LIABILITY, MISREPRESENTATIONS, AND OTHER TORTS. THE FEES FOR THE
SERVICES SET BY Sashbox Interactive UNDER THIS
AGREEMENT HAVE BEEN AND WILL CONTINUE TO BE BASED UPON THIS ALLOCATION OF RISK.
ACCORDINGLY, YOU HEREBY RELEASE Sashbox Interactive
FROM ANY AND ALL OBLIGATIONS, LIABILITIES, AND CLAIM IN EXCESS OF THE
LIMITATION STATED IN THIS SECTION 6.1. BECAUSE SOME STATES DO NOT ALLOW THE
EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES,
IN SUCH STATES, OUR LIABILITY IS LIMITED TO THE EXTENT PERMITTED BY LAW.
6.2. Interruption of Service
You hereby acknowledge and agree that Sashbox
Interactive will not be liable for any temporary delay, outages or
interruptions of the Services. Further, Sashbox
Interactive shall not be liable for any delay or failure to perform its
obligations under this Agreement, where such delay or failure results from any
act of God or other cause beyond its reasonable control (including, without
limitation, any mechanical, electronic, communications or third-party supplier
failure).
6.3. Maintenance
You hereby acknowledge and agree that Sashbox
Interactive reserves the right to temporarily suspend services for the purposes
of maintaining, repairing, or upgrading its systems and network. Sashbox Interactive will use best efforts to notify you of
pending maintenance however at no time is under any
obligation to inform you of such maintenance.
7. INDEMNIFICATION
You will defend, indemnify and hold harmless Sashbox
Interactive and its officers, directors, shareholders, employees, consultants,
agents, affiliates and suppliers (an "Indemnitee")
from any and all threatened or actual claims, demands, causes of action, suits,
proceedings (formal or informal), losses, damages, fines, penalties,
liabilities, costs and expenses of any nature, including attorneys' fees and
court costs, sustained or incurred by or asserted against any Indemnitee by any person, firm, corporation, governmental
authority, partnership or other entity by reason of or arising out of or
relating to: (i) your violation or breach of any
term, condition, representation or warranty of this Agreement or any applicable
policy or guideline; (ii) your conduct, including but not limited to your
negligence, gross negligence, or willful misconduct; (iii) your use of the
Services, including any improper or illegal uses; (iv) any claim by a former
employee of yours whose employment has been or may be terminated in connection
with or as a result of the execution of this Agreement and performance of the
Services by Sashbox Interactive ; or (v) any claim
relating to your services or products, or your installation and/or use of any
third-party software, including but not limited to advertising, product
liability claims or infringement of any trademark, copyright, patent, trade
secrets or nonproprietary right of a third party (including, without
limitation, defamation, libel, or violation of privacy or publicity).
8. MISCELLANEOUS
8.1 Confidentiality
The parties each agree that all Confidential Information (as defined below)
communicated to it by the other is done so in confidence and will be used only
for the purposes of this Agreement and will not be used to compete with the
other party or disclosed to any third party without the prior written consent of
the other party except as permitted under this Agreement. "Confidential
Information" means all information in any form, including, without
limitation, printed or verbal communications and information stored in printed,
optical or electromagnetic format, which relates to the Services; or computer,
data processing or electronic commerce programs and software; electronic data
processing applications, routines, subroutines, techniques or systems;
information which incorporates or is based upon proprietary information of
either party; or information concerning business or financial affairs, product
pricing, financial conditions or strategies, marketing, technical systems of
either party; or any information concerning customers
or vendors of either party; or any data exchange between a party and any
customers or vendors. Exceptions to Confidential Information include (1)
information in the public domain; (2) information developed independently by a
party without reference to information disclosed under this Agreement; or (3)
information received from a third party without restriction and/or breach of
this or a similar Agreement. It is not a violation of this provision to
disclose Confidential Information in compliance with any legal, accounting or
regulatory requirement beyond the control of either Party or, but in such case,
prior to disclosure, the disclosing Party shall give written notice to the
other Party to permit that Party an opportunity to challenge such disclosure.
If either Party is subpoenaed, such Party shall give written notice to the
other Party to permit that Party an opportunity to challenge the disclosure of
Confidential Information. Upon the termination of this Agreement and upon
written request of the disclosing Party, each Party shall promptly return all
Confidential Information of the other Party. This provision shall survive the
termination of this Agreement for two (2) years.
8.2. Notices
All notices, reports, requests, or other communications given pursuant to
this Agreement shall be made in writing, shall be delivered by hand delivery,
overnight courier service, fax, or electronic mail, shall be deemed to have
been duly given when delivered.
8.3. Choice of Law and Forum
THIS AGREEMENT, WILL BE GOVERNED BY THE LAWS OF THE
UNITED STATES AND THE STATE OF OHIO,
WITHOUT REFERENCE TO RULES GOVERNING CHOICE OF LAWS. ANY ACTION RELATING TO
THIS AGREEMENT MUST BE BROUGHT IN THE FEDERAL OR STATE COURTS LOCATED INOHIO, AND YOU
IRREVOCABLY CONSENT TO THE JURISDICTION OF SUCH COURTS.
8.4. Entire Agreement
This Agreement and all policies and guidelines incorporated in this
Agreement by reference constitutes the entire Agreement of the parties and may
not be modified or altered orally but only by an agreement in writing signed by
both parties.
8.5. No Fiduciary Relationship
No Third-Party Beneficiaries Sashbox Interactive
is not the agent, fiduciary, trustee or other representative of you. Nothing
expressed or mentioned in or implied from this Agreement is intended or shall
be construed to give to any person other than the parties hereto any legal or
equitable right, remedy or claim under or in respect to this Agreement. This
Agreement and all of the representations, warranties, covenants, conditions and
provisions hereof are intended to be and are for the sole and exclusive benefit
of the parties hereto.
8.6. Assignments
You may not transfer or assign your rights, duties, or obligations under
this Agreement without Sashbox Interactive's
prior written consent. Sashbox Interactive may assign
its rights and obligations under this Agreement and may utilize affiliate
and/or agents in performing its duties and exercising its rights under this
Agreement, without your consent. Subject to that restriction, this Agreement
will be binding on, inure to the benefit of, and be enforceable against the
parties and their respective successors and assignees.
8.7. No Waiver
Sashbox Interactive's
failure to enforce the strict performance of any provision of this Agreement will
not constitute a waiver of Sashbox Interactive's right to subsequently enforce such provision
or any other provisions under this Agreement.
8.8. Severability
If any provision of this Agreement is deemed illegal, invalid, void or
otherwise unenforceable in whole or in part, that provision shall be severed or
shall be enforced only to the extent legally permitted, and the remainder of
the provision and the Agreement shall remain in full force and effect. If any
provision of this Agreement is deemed to be invalid, void or unenforceable only
with respect to a particular application, such term or provision shall remain
in full force and effect with respect to all other applications.
8.9. Survival
All provisions of this Agreement relating to your warranties, intellectual
property rights, limitation and exclusion of liability, your indemnification
obligations and payment obligations shall survive the termination or expiration
of this Agreement.
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