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Share Surface Terms of Service

This legally binding contract (the "Agreement") is by and between Share Surface, and you and your assigns, employees, agents or contractors ("You", "Your", the "Client") and is effective as of the date you purchase services from Share Surface. This Agreement sets forth the terms and conditions of Your use of Share Surface 's services (collectively, the "Services") and represents the entire agreement between You and Share Surface relating to the Services. This Agreement contains provisions that set forth Share Surface's Acceptable Use Policy, Privacy Policy and guarantees of a certain service level (found in the "Uptime Guarantee" and "Service Level" sections below).

By purchasing the Services, You acknowledge and agree that You have read, understand, acknowledge and agree to be bound by all the terms and conditions of this Agreement, along with any new, different or additional terms, conditions or policies that Share Surface may establish and post on its website from time to time.

Description of Services

Share Surface provides the Services to its customers for a monthly fee. Share Surface will provide You an account on its website service, provided, however, You abide by the terms and conditions set forth in this Agreement and in any other agreement pertaining to other services you may purchase. Share Surface reserves the right to modify its network and facilities used to provide the Services for purposes including, but not limited to, accommodating evolving technology and increased network demand, and providing enhanced services. Share Surface shall use reasonable efforts to notify You in advance of any planned changes to Share Surface's network or facilities that may adversely affect the Services provided under this Agreement. Fees

Fees for Services ordered by You shall be charged beginning on the date of the initial order and that date shall serve as the monthly anniversary date for all future billings including one time fees, upgrades, additional services, cancellations and service credits. Fees are due in advance of the monthly service cycle and will be billed on the anniversary date of each month.

From time to time it may be necessary to make adjustments in the fees and surcharges charged for the Services in order to cover certain changing costs incurred by Share Surface in providing the services. Such adjustments will be reflected on the statement or invoice provided to you for the Services, and you agree to pay for the fees and surcharges for the Services, as adjusted.

Payment Options

Share Surface payment: - Credit Card on File. When you place a credit card on file with Share Surface, we will, typically, bill the card a few days before your invoice is due. If the credit card charge is expired, not authorized or declined by our processing company, we will notify you via E-mail. We request that you update your card promptly. If your invoice becomes more than 3-days past due (from the invoice Due Date) then Share Surface reserves the right to suspend service or terminate service after 5 days past due until payment is received. Late Payment

Share Surface reserves the right to charge a late fee of 1.5% per invoice per month on late payments. Invoices will be automatically considered late once the invoice due date has passed. Non-payment Termination

In the event you fail to pay your invoice within 3 days of the due date, we reserve the right to suspend your service.

If you are still past due on the 5th day from the due date on the invoice, we reserve the right to terminate your service entirely and delete your server.

If you are terminated for non-payment, we also reserve the right to refer your account to a third party collection agency and you agree to pay any collection fees or legal fees we may be charged to collect on your debt.

Chargebacks and Payment Disputes Under this Terms of Service agreement you must first contact Share Surface to attempt to resolve any billing disputes before contacting your bank or credit card company to dispute the charges. You further agree that any billing disputes must be submitted in writing to our billing department within one month of the invoice payment in question.

By using our services You agree to the above policy and to contact Share Surface before contacting your financial institution to seek a resolution.

In the event you dispute charges contrary to this agreement, we reserve the right to refer your account or sell your debt (plus any applicable fees) to a third party collection agency. We also reserve the right to take further legal action against you.

Promotional or Special Offers: Pre-payment Offers From time to time, Share Surface may offer discounted pricing for initial introductory periods (e.g., discounted fees for the first months service.) A condition of such discounted pricing may be the requirement that prepayment for a period longer than the introductory period be paid. For example, the first month's service may be offered for a discount, with the standard pricing going into effect during the second month, with a quarterly prepayment being required. Promotional offers are non-refundable.

Promotional or Special Offers: Other Types of Offers From time to time, Share Surface may offer promotional or special offers as sales incentives. These offers may be comprised of discounts, free users, free services, discounted services, trial offer periods and other types of offers. Such offers cannot be combined with other offers unless otherwise stated and are one-time use offers. One offer per client only. Offers are valid only where they are permitted by law. Offers are void where prohibited. Some offers (example: "14 days free trial") require You, the Client, to cancel Share Surface prior to the expiration of the trial period in order to avoid being re-billed. Offers which provide a discounted monthly rate for a specified period of time will reset automatically to the full monthly rate once the promotional period has passed and You, the Client, agree to pay, in full, the full monthly rate, unless You cancel in advance.

Tortious and Other Unreasonable Conduct Any abuse towards any Share Surface employee will not be tolerated. You are expected to request and respond to support, billing and other issues in a professional manner, when emailing, calling or submitting online tickets to Share Surface. Any cursing, yelling, or further intentional disruptive behavior aimed at Share Surface or its employees shall be considered a violation of this Terms of Service agreement. Any threat; whether orally, verbally, in writing, via E-mail, via Live Chat directed towards Share Surface or any of Share Surface's employees, partners, staff, contractors, sub-contractors, facilities, offices, etc. shall be construed as a violation of this Terms of Service agreement. Threats of physical violence will be directed to the proper authorities. No refunds shall be given for termination of the Services for violation of these provisions.

Share Surface reserves the right to cancel, suspend or terminate any or all of the Services after receiving billing, sales or technical requests which Share Surface, in its sole discretion, considers unreasonable or excessive. Share Surface may limit, at any time or without prior notice to you, the availability and type of billing support provided.

License to Host

You hereby grant to Share Surface a non-exclusive, royalty-free, worldwide right and license during the term of this Agreement to do the following to the extent necessary to provide the Services under this Agreement: (a) digitize, convert, install, upload, select, order, arrange, compile, combine, synchronize, use, reproduce, store, process, retrieve, transmit, distribute, publish, publicly display, publicly perform and hyperlink any content uploaded by You; and (b) make archival or backup copies of content uploaded by You to the Share Surface servers. Share Surface shall have the right, but not the obligation, to make backup copies of the data created by You to the Share Surface servers. You are responsible for any of your content residing on Share Surface's servers and for the backup thereof.

Storage and Security

At all times, You bear full risk of loss of any content you place on the Share Surface servers. You are entirely responsible for maintaining the confidentiality of Your password and account information. You acknowledge and agree that You are solely responsible for all acts, omissions and use under and charges incurred with Your account or password or in connection with the server or any of the content displayed, linked, transmitted through or stored on the server.

Share Surface does not undertake any obligation to provide management or security services unless you specifically request it to do so. If any technology specifically associated with your account requires updating, You must make a request for such update through Share Surface's ticketing system.

You shall be solely responsible for undertaking measures to: (i) prevent any loss or damage to Your content; (ii) maintain independent archival and backup copies of Your content; and (iii) ensure the security, confidentiality and integrity of Your content transmitted through or stored on Share Surface servers. Share Surface shall have no liability to You or any other person for loss, damage or destruction of any of Your content.

Acceptable Use

You agree not to use the Services to: - upload, post, email, transmit or otherwise make available any Content that is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another's privacy, hateful, or racially, ethnically or otherwise objectionable;

- administer IRC;

- harm minors in any way;

- impersonate any person or entity;

- "stalk" or otherwise harass another person;

- forge headers or otherwise manipulate identifiers in order to disguise the origin of any Content transmitted through the Services;

- upload, post, email, transmit or otherwise make available any Content that You do not have a right to make available under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements);

- upload, post, email, transmit or otherwise make available any Content that infringes any patent, trademark, trade secret, copyright or other proprietary rights of any party;

- upload, post, email, transmit or otherwise make available any unsolicited or unauthorized advertising, promotional materials, "junk mail," "spam," "chain letters," or "pyramid schemes;"

- upload, post, email, transmit or otherwise make available any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;

- interfere with or disrupt the Services or servers or networks connected to the Services, or disobey any requirements, procedures, policies or regulations of networks connected to the Service;

- intentionally or unintentionally violate any applicable local, state, national or international law, including, but not limited to, regulations promulgated by the U.S. Securities and Exchange Commission, any rules of any national or other securities exchange, including, without limitation, the New York Stock Exchange, the American Stock Exchange or the NASDAQ, and any regulations having the force of law;

- provide material support or resources (or to conceal or disguise the nature, location, source, or ownership of material support or resources) to any organization(s) designated by the United States government as a foreign terrorist organization pursuant to section 219 of the Immigration and Nationality Act; and/or

- collect or store personal data about other users in connection with the prohibited conduct and activities set forth in the paragraphs above.

TERMS APPLICABLE TO RESELLERS THE TERMS IN THIS SECTION APPLY TO RESELLERS OF SHARE SURFACE S HOSTING SERVICES THROUGH SHARE SURFACES RESELLER PROGRAM. Grant of Right to Resell Services Provided that You complete the registration process and are accepted by Share Surface for participation in Share Surfaces Reseller Program (the Reseller Program), You are granted the limited right as provided in this section to resell the Services. This limited right is conditioned upon Your full compliance with all applicable user agreements, including but not limited to Share Surfaces Terms of Service and Acceptable Use Policy, and is also conditioned upon compliance with all applicable user agreements by the customers of Yours to whom You resell Share Surfaces services (Reseller Customers).

The rights granted to You to resell the Services are non-transferable and cannot be sold separately or in conjunction with the sale of an existing site or business without Share Surfaces prior written consent. Price and Payment Share Surface will provide the Services to You under the Reseller Program at the prices and rates posted on the Reseller Price Schedule. The rates applicable to You will vary depending on various factors such as

- Volume of users that you currently maintain with Share Surface

- Volume of value added services that you currently maintain with Share Surface

- Special written offers provided by an Account Executive or other authorized Share Surface employee.

- Custom pricing for Services (Overrides)

Pricing is updated every night automatically based on the above factors Indemnification by Reseller

You agree to indemnify, defend and hold Share Surface harmless against any and all claims, damages and liability occasioned by any conduct of You or Your Reseller Customers, including any and all claims arising from content uploaded or stored by any Reseller Customer. You agree to indemnify Share Surface against transactions processed by Share Surface by or on Your behalf that are fraudulent in nature.

Agreement to Cooperate With Investigations You agree that You will provide assistance to Share Surface in connection with any investigation, demand, or notice provided to Share Surface pertaining to any conduct or content of any Reseller Customer made by any governmental agency or third party. Such assistance shall include but not be limited to investigation and necessary communication in connection with Takedown Notices issued to Share Surface pursuant to the Digital Millennium Copyright Act. You agree that You will cooperate with Share Surface in connection with all reasonable requests made by Share Surface for You to preserve all information and content that may be the subject of any investigation or third party claim.

Management of Reseller Customer Accounts At all times you must maintain a list and contact information of your clients with Share Surface for the purpose of cooperation with any investigations that may be executed upon you or your clients activities, and to maintain your active status as a reseller with Share Surface.

In the event of a default or breach by You of any provision of this Agreement or the Share Surface TOS (Terms of Service), or in the event You abandon, for any reason, Your obligation to provide the Services to any of Your Reseller Customers, Share Surface shall be entitled to do any of the following in connection with Your Reseller Accounts:

- Directly contact Reseller Customers

- Bill Your Reseller Customers directly for the Services

- Collect all amounts due directly from such Reseller Customers

- Terminate Your Account (including Your status as a participant in the Reseller Program) In the event of default, breach or abandonment by You as provided in this subsection, You agree to provide to Share Surface, on Share Surfaces request, all billing and contact information for each of Your Reseller Customers so that Share Surface may exercise the rights set forth in this subsection.

Your Obligations to Provide Customer Service Unless You elect otherwise, on a per incident basis, through a technical feature in the Reseller Program, You shall be solely responsible for providing all Customer Service to Your Reseller Customers. In the event You elect to have Share Surface handle a particular customer service incident, You grant the authority to Share Surface to handle the particular situation exercising Share Surfaces sole discretion, and agree to hold Share Surface harmless for any claims made by the Reseller Customer in connection with Share Surfaces handling of the customer service request. Share Surface reserves the right to charge You a fee for each incident You elect Share Surface to handle.

Requirements for Agreements With Reseller Customers In no event will You undertake any obligation to any Reseller Customer which would grant or purport to grant any rights not expressly provided to You under this Agreement.


Indemnification You agree to indemnify, hold harmless, and defend Share Surface and all directors, officers, employees, and agents of Share Surface from and against any and all claims, damages, losses, liabilities, suits, actions, demands, proceedings (whether legal or administrative) and expenses (including but not limited to reasonable legal fees) arising out of or relating to the use of the Services by You, including any violation of the Acceptable Use Policy set forth in this Agreemnet. Such claims shall include, but shall not be limited to, claims based upon trademark, service mark, trade name, copyright and patent infringement, trademark dilution, tortious interference with contract or prospective business relations, unfair competition, defamation or injury to reputation, or other injuries or damage to business.

Limitation of Liability IN NO EVENT SHALL SHARE SURFACE BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, OR LOSS OF PROFITS, REVENUE, DATA OR USE, SUFFERED BY YOU OR ANY THIRD PARTY, WHETHER IN AN ACTION IN CONTRACT, TORT OR STRICT LIABILITY OR OTHER LEGAL THEORY, EVEN IF SHARE SURFACE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. In no event will Share Surface's liability for any damages, losses and causes of actions whether in contract or tort (including negligence or otherwise) exceed the actual dollar amount paid by You for the Services during the 12-month period prior to the date the damage or loss occurred or the cause of action arose. The provisions of this Agreement pertaining to Uptime Guarantee apply to credits available to you for system downtime.

Share Surfaces Utilization of Third Party Services Share Surface reserves the right, and You agree to pay for, services of third party consultants hired by Share Surface in its discretion to assist Share Surface in providing the Services to you. Fees for the services of third parties retained by Share Surface will be charged to You in the invoice covering the period during which the third party services were utilized by Share Surface.

Unsolicited E-mail Policy "Unsolicited E-mail Complaint" is an occurrence of a third-party complaint regarding a specific E-mail communication message sent by You. "Unsolicited E-mail Incident" is an occurrence of a single E-mail message which may have been sent to multiple E-mail addresses. An Incident may contain numerous Complaints. Incidents may contain Complaints received up to 24 hours after the first. After 24 hours, a new Incident will be opened. "IP Black Listing" is an occurrence when a third party black listing service determines that a Share Surface issued IP address is a frequent source of Unsolicited E-mail. Black Listings result in the IP address (or multiple IP addresses in the same "IP range") are unable to send E-mail to certain third parties. Share Surface has designed this portion of this Agreement to comply with the United States CAN-SPAM Act (the "Act".) The Act states that commercial E-mail must be solicited, an effective, visible and clearly defined un-subscription process be in place, that every E-mail message sent be sent from a valid address, without any form of IP or source spoofing, that every E-mail message sent contain the physical contact information of the sender, that every receipient of such E-mail messages has requested to receive such E-mails and that the messages and method in which they were sent comply with the other provisions of the United States CANSPAM Act.

Share Surface considers any attempt to send Unsolicited E-mail Messages or other forms of Spam E-mail (including "Spamvertising" other websites or services or products) to be violations of this Agreement. To help reduce the overall Unsolicited E-mail problem, Share Surface has put into place the following 3-Strike Policy: For every Unsolicited E-mail Incident, Share Surface will assess a penalty of $25.00 per verified Incident and a penalty of $200 for the first instance of IP Black Listing and $400 for the second instance of IP Black Listing (collectively, the "Penalties".) For each $25.00 Unsolicited E-mail Incident Penalty, you will be issued one strike. For your first IP Black Listing Incident, you will be issued one strike. For your second IP Black Listing Incident, you will be issued two strikes. On your third strike, Share Surface reserves the right to terminate your service with or without warning. If your service is terminated under the Unsolicited E-mail Policy then you forfeit all fees paid, including pre-paid fees and unused time. All fees paid become nonrefundable.

Further, account termination does not absolve or nullify Penalty payments you may owe to Share Surface. Further, you may accumulate additional Penalties based on complaints received after your termination. This section of the Agreement will survive for a period of one year after this agreement is terminated.

Force Majeure

Share Surface shall not be liable for failure or delay in performing its obligations under this Agreement if such failure or delay is due to circumstances beyond its reasonable control, including, without limitation, acts of any governmental body, war, insurrection, sabotage, embargo, terrorist or other attack, fire, flood, strike or other labor disturbance, interruption of or delay in transportation, unavailability of or interruption or delay in telecommunications or third party services, failure of third party software or inability to obtain raw materials, supplies, or power used in or equipment needed for provision of the Services.

Intellectual Property You represent and warrant that Your use of the Services shall not infringe the intellectual property or other proprietary rights of Share Surface or any third party. You further acknowledge that all right, title and interest in any and all technology, including the software that is part of or provided with the Services and any trademarks or service marks of Share Surface is owned by Share Surface and/or its licensors. Unless otherwise specifically provided in this Agreement, You shall have no right, title, claims or interest in or to Share Surface's intellectual property.

You shall not copy, modify or translate any Share Surface intellectual property or related documentation, or decompile, disassemble or reverse engineer same, to use it other than in connection with the Services, or grant any other person or entity the right to do so. Unless otherwise specifically provided in this Agreement, You are not authorized to distribute or to authorize others to distribute Share Surface intellectual property in any manner without the prior written consent of Share Surface.

Share Surface respects the intellectual property of others, and we ask You to do the same. Share Surface may, in appropriate circumstances and at its discretion, disable and/or terminate the accounts of users who may be repeat infringers.

Waiver and Modification

Except as otherwise provided herein, this Agreement may not be amended except through a writing executed by the parties. Any failure or delay in exercising any right, remedy, or power under this Agreement shall not operate as a waiver thereof, nor shall any single or partial exercise of any right, remedy, or power hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, or power provided herein or by law or in equity. The waiver by any party of the time for performance of any act or condition hereunder shall not constitute a waiver of the act or condition itself.

Assignment and Severability

This Agreement shall be binding upon and inure to the benefit of You, Share Surface and their respective successors, and assigns. You may not assign this Agreement without the prior written consent of Share Surface, which consent will not be unreasonably withheld. If any provision of this Agreement shall be held by a court of competent jurisdiction to be invalid, unenforceable, or void, the remainder of this Agreement shall remain in full force and effect.

Additional Incorporated Agreements

Additional amendments to the Agreements, when noted, are amendments to this Agreement and are to be incorporated into it. Examples include terms and conditions for promotional offers and other additional terms and conditions.

Share Surface reserves the right to modify this agreement as needed without notice, and You agree that by creating, using, or otherwise engaging in business with Share Surface, that You have fully read, fully understand and agree to these Terms and Conditions. You understand that the Terms and Conditions in the Agreement are legally binding and that you are authorized to enter into such agreements on behalf of Your organization or Yourself.

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