Client shall defend, indemnify and hold harmless "Ecom Management", its affiliates and their respective present, former and future officers, directors, employees and agents, and their respective heirs, legal representatives, successors and assigns (collectively the “Company Indemnitees”), from and against any and all losses, damages, costs, liabilities and expenses (including, without limitation, amounts paid in settlement and reasonable attorneys’ fees) which any of "Ecom Management" Indemnitees may suffer, incur or sustain resulting from or arising out of:
(1) Client’s breach of any representation, warranty, or covenant contained in the Agreement,
(2) the Client Content, the Client Web site or any End User’s use of the Client Content or the Client Web site,
(3) violation by Client or any of its officers, directors, employees or agents of the Acceptable Use Policy or any applicable law,
(4) claims or actions of third parties alleging misappropriation of trade secrets or infringement of patents, copyrights, trademarks or other intellectual property rights arising from the use, display or publication of Client’s domain names, the Client Web site, the Client Content, or the use of the Services in combination with hardware, software or content not provided by "Ecom Management",
(5) claims or actions by third parties relating to or arising out of Client’s use of the Services, and
(6) any failure of the Client Content or any aspect of the Client Web site to be compatible with the hardware or software used by "Ecom Management" to provide the Services, including any damage to "Ecom Management’s" servers or other hardware caused thereby.

Client must provide "Ecom Management" with any information, login identifications, passwords or other information or access to facilities that "Ecom Management" may reasonably require to provide the Optional Services "Ecom Management" will have no responsibility for any delays or increased costs or expenses associated with Client’s failure to provide any of such information.
If Client does not provide any such information or access requested by "Ecom Management" within fifteen (15) days of "Ecom Management’s" request therefore, "Ecom Management" may terminate the Order and retain any Service Fees paid.

If Client requested that "Ecom Management" perform the Optional Services by a particular deadline or that "Ecom Management" achieve some particular result or outcome, "Ecom Management" will use commercially reasonable best efforts to perform the Services by any such deadline and achieve the result requested by Client; provided, however, that:
(1) "Ecom Management’s" ability to perform the Services is subject to Client’s provision of information and access as provided above and
(2) "Ecom Management" has no liability or obligation to complete the Services by any deadline or achieve any particular outcome or result.

If Client wishes to convey documents or files to "Ecom Management", Client should deliver to "Ecom Management" a copy or duplicate of such documents or files and not the original copy. "Ecom Management" will not return to Client any documents or files conveyed to "Ecom Management".

"Ecom Management" will have no liability or responsibility for any damage, loss of data, loss of use or other loss occurring in connection with "Ecom Management’s" provision of Optional Services requested by Client.

Independent Contractor.
 "Ecom Management" and Client are independent contractors and nothing contained in this Agreement places "Ecom Management" and Client in the relationship of principal and agent, master and servant, partners or joint venturers. Neither party has, expressly or by implication, or may represent itself as having, any authority to make contracts or enter into any agreements in the name of the other party, or to obligate or bind the other party in any manner whatsoever.

Governing Law; Jurisdiction.
Any controversy or claim arising out of or relating to this Agreement, the formation of this Agreement or the breach of this Agreement, including any claim based upon arising from an alleged tort, shall be governed by the substantive laws of the State of Washington, except that all arbitration and related proceedings including without limitation confirmation proceedings, shall be governed by the Federal Arbitration Act, 9 U.S.C. §§ 1, et. seq. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement. Any suit, action or proceeding concerning this Agreement THAT IS NOT SUBJECT TO MANDATORY ARBITRATION PURSUANT TO SECTION BELOW must be brought in a Washington state or federal court located in King county, Washington, and each of the parties hereby irrevocably consents to the exclusive jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted by applicable law, any objection which it may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such court or that any such suit, action or proceeding which is brought in any such court has been brought in an inconvenient forum.

Mandatory Arbitration.
Notwithstanding Section above, each party agrees that any dispute between the parties arising out of this Agreement or in any manner relating to the Services must be submitted by the parties to arbitration, such as a recognized provider of arbitration services agreed upon by both parties, before a single arbitrator, appointed in accordance with such rules. Any such arbitrator must render a reasoned opinion in writing only where the amount in dispute exceeds $100,000. Judgment upon the award may be entered in any court having jurisdiction thereof. Any such arbitration will be held in the county of King, Washington. Any action filed by either party in any court in violation of this Section should be dismissed pursuant to this Section.

Headings.
The headings herein are for convenience only and are not part of this Agreement.

Entire Agreement; Amendments.
This Agreement, including documents incorporated herein by reference, supersedes all prior discussions, negotiations and agreements between the parties with respect to the subject matter hereof, and this Agreement constitutes the sole and entire agreement between the parties with respect to the matters covered hereby. In case of a conflict between this Agreement and any purchase order, service order, work order, confirmation, correspondence or other communication of Client or "Ecom Management", the terms and conditions of this Agreement shall control. No additional terms or conditions relating to the subject matter of this Agreement shall be effective unless approved in writing by any authorized representative of Client and "Ecom Management". This Agreement may not be modified or amended except by another agreement in writing executed by the parties hereto; provided, however, that these Terms of Service may be modified from time to time by "Ecom Management" in its sole discretion, which modifications will be effective upon posting to "Ecom Management's" web site.

Severability.
All rights and restrictions contained in this Agreement may be exercised and shall be applicable and binding only to the extent that they do not violate any applicable laws and are intended to be limited to the extent necessary so that they will not render this Agreement illegal, invalid or unenforceable. If any provision or portion of any provision of this Agreement shall be held to be illegal, invalid or unenforceable by a court of competent jurisdiction, it is the intention of the parties that the remaining provisions or portions thereof shall constitute their agreement with respect to the subject matter hereof, and all such remaining provisions or portions thereof shall remain in full force and effect.

Notices.
All notices and demands required or contemplated hereunder by one party to the other shall be in writing and shall be deemed to have been duly made and given upon date of delivery if delivered in person or by an overnight delivery or postal service, upon receipt if delivered by facsimile the receipt of which is confirmed by the recipient, or upon the expiration of five days after the date of posting if mailed by certified mail, postage prepaid, to the addresses or facsimile numbers set forth below the parties’ signatures. Either party may change its address or facsimile number for purposes of this Agreement by notice in writing to the other party as provided herein. "Ecom Management" may give written notice to Client via e-mail to the Client’s e-mail address as maintained in "Ecom Management's" billing records.

Waiver.
No failure or delay by any party hereto to exercise any right or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right or remedy by any party preclude any other or further exercise thereof or the exercise of any other right or remedy. No express waiver or assent by any party hereto to any breach of or default in any term or condition of this Agreement shall constitute a waiver of or an assent to any succeeding breach of or default in the same or any other term or condition hereof.

Assignment; Successors.
Client may not assign or transfer this Agreement, or any of its rights or obligations hereunder, without the prior written consent of "Ecom Management". Any attempted assignment in violation of the foregoing provision shall be null and void and of no force or effect whatsoever. "Ecom Management" may assign its rights and obligations under this Agreement, and may engage subcontractors or agents in performing its duties and exercising its rights hereunder, without the consent of Client. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns.

Limitation of Actions.
No action, regardless of form, arising by reason of or in connection with this Agreement may be brought by either party more than two years after the cause of action has arisen.

Counterparts.
 If this Agreement is signed manually, it may be executed in any number of counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. If this Agreement is signed electronically, "Ecom Management’s" records of such execution shall be presumed accurate unless proven otherwise.

Force Majeure.
 Neither party is liable for any default or delay in the performance of any of its obligations under this Agreement (other than failure to make payments when due) if such default or delay is caused, directly or indirectly, by forces beyond such party’s reasonable control, including, without limitation, fire, flood, acts of God, labor disputes, accidents, acts of war or terrorism, interruptions of transportation or communications, supply shortages or the failure of any third party to perform any commitment relative to the production or delivery of any equipment or material required for such party to perform its obligations hereunder.

No Third-Party Beneficiaries.
Except as otherwise expressly provided in this Agreement, nothing in this Agreement is intended, nor shall anything herein be construed to confer any rights, legal or equitable, in any Person other than the parties hereto and their respective successors and permitted assigns. Notwithstanding the foregoing, Client acknowledges and agrees that Microsoft, and any supplier of third-party supplier that is identified as a third-party beneficiary in the Service Description, is an intended third-party beneficiary of the provisions set forth in this Agreement as they relate specifically to its products or services and shall have the right to enforce directly the terms and conditions of this Agreement with respect to its products or services against Client as if it were a party to this Agreement.

Government Regulations.
Client may not export, re-export, transfer or make available, whether directly or indirectly, any regulated item or information to anyone outside the United States in connection with this Agreement without first complying with all export control laws and regulations which may be imposed by the United States government and any country or organization of nations within whose jurisdiction Client operates or does business.

Marketing.
 Client agrees that during the term of this Agreement "Ecom Management" may publicly refer to Client, orally and in writing, as a Client of "Ecom Management". Any other public reference to Client by "Ecom Management" requires the written consent of Client.

The "Ecom Management" network, equipment, and software may be used only for lawful purposes. Any web sites, content, software programs, scripts, and any other property of Client stored or transmitted through the "Ecom Management" network must be of a lawful nature.

"Ecom Management" will cooperate fully with any investigation or law enforcement agency concerning any Client's violation of the Child Pornography act of 1984. This is included and not limited to liability caused by Client's who may be using "Ecom Management" networks, equipment, storage, and software to transmit or archive data, information, and any files regarding child pornography. Clients will be ultimately liable for any infringement of this law or any other law. According to the Child Protection Act, child pornography includes photographs, films, video or any other type of visual presentation that shows a person who is or is depicted as being under the age of eighteen years and is engaged in or is depicted as engaged in explicit sexual activity, or the dominant characteristic of which is the depiction, for a sexual purpose, of a sexual organ or the anal region of a person under the age of eighteen years any written material or visual representation that advocates or counsels sexual activity with a person under the age of eighteen years.

Client are prohibited from using "Ecom Management" email systems to deliver unsolicited e-mail messages including bulk e-mail advertising, informational announcements, SPAM, and any other unsolicited transmission in a manner that could adversely impact the operation of the "Ecom Management" network and equipment. If Client causes "Ecom Management" IP addresses or hosted domain names to appear in email black lists "Ecom Management" may terminate Client's account without notice. Clients may not send email messages that are intended to harass others, any email messages that are excessive in size with the purpose of saturating the recipients equipment, network, "Ecom Management's" network, "Ecom Management's" equipment, repeatedly send messages to a recipient that has request to stop receiving messages from Client, any e-mail messages with forged headers, any e-mail message with the purpose of mail bomb the recipient, any email messages that violate the policies of any other ISP routing the message, and the e-mail system cannot be used to store data not intended for e-mail routing. You may not use your current subscription to collect information, or route information to a 3rd party, such as another ISP, server, or any other device that will relay SPAM on your behalf from our servers. This includes scripts, programs, or data files designed to collect information through your subscription to be used in connection with any SPAM activity on our network or any other external network.

Any Client found to be in violation of the Terms of Service("TOS") may have Client's account terminated without notice. In the case where the account is suspended Client must agree in writing to refrain from continuing to violate the TOS and this document must be signed by Client in order to release Client's account from suspension. "Ecom Management" is not responsible and liable for any loss of business, data, merchantability, or fitness of your business or service in the case Client's account is found in violation of the TOS.

"Ecom Management" cannot control the content that its Clients choose to provide to "Ecom Management" for use in the Clients web site.  It is the Client's responsibility to ensure that the content of provided content does not infringe in any copyrights, trademarks, trade secrets, or intellectual property.

"Ecom Management" upholds the copyright law and expects our Clients to do the same. Unauthorized copying, distribution, modification, public display, or public performance, transmission of copyrighted works is an infringement of the copyright holders' rights.

"Ecom Management" will investigate any allegation of copyright infringement by Clients. If an "Ecom Management" Client is found to be in violation of any copyrights, or any terms of the Terms of Service or Acceptable Use Policy Client accounts may be terminated without notice.

If you are the copyright owner, or an authorized agent of the copyright owner, and you believe an "Ecom Management" Client is in violation of the copyright, please contact our copyright agent at WebMaster@EcomManagement.com
 

"Ecom Management" collects information about their Clients in order to provide better service, including updates to "Ecom Management" services and any other notifications that Client must receive for any reason deemed necessary by "Ecom Management".
"Ecom Management" will only use Client's private information in conjunction with official "Ecom Management" business. Your private information will not be sold or released to third parties.

"Ecom Management" disclaims any liabilities from private information being disclosed as a result of illegal access to "Ecom Management" systems.
 "Ecom Management" strives to keep its systems secured, and however in the unlikely event of a breach "Ecom Management" disclaims all liabilities and responsibilities of your private information from any use or misuse due to security breaches or account intrusions resulting from actions which are beyond "Ecom Management" control.

"Ecom Management" reserves the right to modify the TOS at its discretion without notification.

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