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Newspin LLC Terms and Conditions
Effective Date: August 11, 2009

PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY BEFORE USING THIS WEB SITE.

1.0Terms of Using this Web site.


This Web site (this "Web site") is owned and operated by Newspin, LLC d/b/a online supplier, LLC ("onlinesupplier.com," "us" or "we") and contains material owned in whole or in part by onlinesupplier.com and its partners, vendors and manufacturers. The following are terms of a legal agreement between you, the user of Web site, and us, onlinesupplier.com. Acceptance of these Terms and Conditions through the use of this website, shall also constitute acceptance of the Hosting Agreement (Exhibit A.1) and the Warehousing Agreement (Exhibit A.2)

1.1 Modifications.
We reserve the right to change these Terms and Conditions (these "Terms and Conditions") at any time. Our objective is to ensure that the information contained in these Terms and Conditions and our Web site is correct but we do not accept liability for any error or omission. Any changes will take effect when posted in these Terms and Conditions and on our Web site and you are therefore advised to check them often. If any of these Terms or Conditions is deemed invalid, void, or for any reason unenforceable, that condition will be deemed severable and will not affect the validity and enforceability of any remaining condition or term that are included in these Terms and Conditions.

1.2 Duplication.
This Web site or any portion of this Web site may not be duplicated, reproduced, copied, sold, resold, or otherwise exploited for any commercial purpose that is not expressly permitted by us. We reserve the right to refuse service, terminate accounts, and/or cancel orders at our discretion, including, without limitation, if we believe that your conduct violates applicable law or is harmful to our interests.

1.3 Acknowledgement.
By accessing, browsing and/or using this Web site, you acknowledge that you have read, understood, and agree to be bound by these Terms and Conditions and to comply with all applicable laws and regulations. If you do not agree to these Terms and Conditions, do not use this Web site. The material provided on this Web site is protected by law, including, but not limited to, United States Copyright law, State of Nevada law, and international treaties. For questions regarding these Terms and Conditions please contact us at 1-800-831-3952.

2.0 14-Day Trial-
We offer a "14-Day Trial Period" of our onlinesupplier.com program and you have voluntarily chosen to register for our service by submitting your initial onlinesupplier.com application and giving us your ACH or credit/debit card information that will be billed a one time only processing fee of $3.95. Your 14-Day Trial was created to give you the chance to test our onlinesupplier.com, program, delaying your first month hosting charge while you evaluate us and what we have to offer you. Remember, if you are not satisfied with our program, you can cancel at any time. ?To cancel, follow the simple cancellation instructions outlined in paragraph 3.0 of these Terms and Conditions.

2.1 Monthly Hosting Fee
Once your Trial Period expires, if you have not cancelled your Membership as described in these Terms and Conditions, you will have full membership with us ("Membership"). If you do not cancel your Trial Membership within the 14-day Trial Period, on day 15 your credit/debit card will be charged a monthly hosting fee of $39.95. Thereafter, for as long as your Membership remains active, your credit/debit card will be charged the monthly hosting fee of $39.95 on a monthly basis for your ongoing Membership. You may cancel your Membership at any time by calling our customer service 1-800-831-3952; however make sure you read our Cancellation and Return policies set forth below in these Terms and Conditions.

2.2 14-Day Free Trial Billing Details.
To take advantage of the trial we will provide billing details so you will understand clearly when and how we will bill your hosting fees. Your 14-Day Free Trial Offer billing details are as follows:

You will be billed a one time only processing fee of $3.95 when you sign up for the 14-Day Free Trial.

    • You are not obligated to our hosting fee before your 14-Day Free Trial period ends, but will be billed your monthly hosting fee of $39.95 if you do not cancel before your 14-day Free Trial ends.
    • After your 14-day trial period is over, and if you do not cancel your Membership within the 14-day free trial period, your first month's charge of $39.95 will be billed to your credit/debit card on file; and you will be billed your hosting fee of $39.95 every 30 days thereafter unless you cancel your Membership. You can call our customer service toll-free at 1-800-831-3952 at any time between the hours of 9am-5pm MST to cancel your Membership, or by going online, logging into your account, and following the cancellation instructions found in your ?StoreOwner Back Office?

2.3 Billing.
Your $39.95 monthly hosting fee is billed automatically each month to the ACH account or credit/debit card authorized by you, in accordance with the payment terms to which you agreed. Hosting fees are billed in advance of each monthly period. If applicable, in the event that your ACH account or credit/debit card cannot process the monthly hosting fee due to insufficient available credit/debit or funds, we may, at our discretion, divide the total hosting fee into incremental charges in order to process the total hosting fee. Your hosting fee is billed in full months and during each month, all normal charges will apply. Once hosting has been billed for the month, if you cancel at any point during that prepaid month, your membership will remain active until the end of said month. There are no partial refunds for unused service.

2.4 Billing Disputes.
All disputes of any kind must be reported in writing to us no later than 30 days from the date the disputed charge was posted your account. Unless disputed within said 30-day period, all charges posted to your account are deemed to be correct and you waive any claim after said 30-day period. Disputes should be sent to:

Online Supplier
5702 Lakeworth Road Suite 8-10
Greenarce, FL 33463

2.5 Overdraft Refunds.
We will not reimburse you for overdraft charges to your checking (or other bank) account caused by our billing your onlinesupplier.com hosting fee to your ACH or credit/debit card, unless it is determined that our billing was in err, for example if we billed your credit/debit card after you cancelled your Membership.

3.0 Cancellations and Refunds.
If you decide not to participate in the onlinesupplier.com monthly hosting program before the completion of your Trial Membership, simply contact our customer service department by telephone at 1-800-831-3952 between the hours of 9am and 5 pm MST within your 14-Day Trial Period and we will cancel your Trial Membership. All cancelled members will receive an e-mail notification confirming cancellation. You may cancel at any time between the hours of 9am and 5 pm MST by calling our customer service at 1-800-831-3952. If you cancel within the 14-day trial period we will stop any future charges and open your Membership up for someone else. You can call our customer service desk toll-free at 1-800-831-3952 at any time between the hours of 9am and 5pm MST to cancel your Membership. IMPORTANT NOTE: You must cancel your onlinesupplier.com Membership prior to your 14-day trial completion to avoid being charged the full monthly fee for your first month. To protect your privacy, your identity must be confirmed by e-mail or telephone for ANY account changes, including cancellations. A spouse may not cancel another spouse's order.

4.0 Taxes.
You agree to pay all applicable federal, state, provincial, municipal, local or other governmental sales, use, excise, value-added, personal property, public utility or other taxes, tariffs, access fees or other fees or charges now in force or enacted in the future, that arise from or as a result of, the services provided pursuant to your Membership in onlinesupplier.com.

5.0 License for Web site Access.
We grant to you a limited license to access and make personal use of our Web site, but not to download (other than page caching) or modify it, or any portion of it. This license does not include any resale or commercial use of our Web site or its contents for any purpose other than what has been provided to you by us; any collection and use of any product listings, descriptions, or prices; any derivative use of our Web site or its contents; any downloading or copying of account information for the benefit of another merchant; or any use of data mining, robots, or similar data gathering and extraction tools. Our Web site or any portion of this website may not be reproduced, duplicated, copied, sold, resold, visited, or otherwise exploited for any commercial purpose without our express written consent.

6.0 Disruption.
You must not use our Web site in any way that causes, or is likely to cause, our Web site or access to it to be interrupted, damaged or impaired in any way. You understand that you, and not onlinesupplier.com, are responsible for all electronic communications and content sent from your computer to us and you must use our Web site for lawful purposes only. You must not use our Web site for fraudulent purposes, or in connection with a criminal offence or other unlawful activity, including, without limitation:

  • Use the Site to impersonate any person or entity, or falsely state or otherwise misrepresent your affiliation with a person or entity.
  • Interfere with or disrupt any servers or networks used to provide the Site or its features, or disobey any requirements, procedures, policies or regulations of the networks we use to provide the Site.
  • Use the Site to instigate or encourage others to commit illegal activities or cause injury or property damage to any person.
  • Gain unauthorized access to the Site, or any account, computer system, or network connected to this Site, by means such as hacking, password mining or other illicit means.
  • Obtain or attempt to obtain any materials or information through any means not intentionally made available through this Site.
  • Use the Site to post or transmit any unlawful, threatening, abusive, libelous, defamatory, obscene, vulgar, pornographic, profane or indecent information of any kind, including without limitation any transmissions constituting or encouraging conduct that would constitute a criminal offense, give rise to civil liability or otherwise violate any local, state, national or international law.
  • Use the Site to post or transmit any information, software or other material that violates or infringes upon the rights of others, including material that is an invasion of privacy or publicity rights or that is protected by copyright, trademark or other proprietary right, or derivative works with respect thereto, without first obtaining permission from the owner or rights holder.
  • Use the Site to post or transmit any information, software or other material that contains a virus or other harmful component.

Any unauthorized and/or unlawful use terminates the license granted herein and your Membership with onlinesupplier.com.

7.0 Disclaimer.
WE ARE PROVIDING THIS WEB SITE AND ITS CONTENTS ON AN "AS IS" BASIS AND MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND WITH RESPECT TO THIS SITE OR ITS CONTENTS. WE DISCLAIM ALL SUCH REPRESENTATIONS AND WARRANTIES, INCLUDING FOR EXAMPLE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. IN ADDITION, onlinesupplier.com DOES NOT REPRESENT OR WARRANT THAT THE INFORMATION ACCESSIBLE VIA THIS SITE IS ACCURATE, COMPLETE OR CURRENT. Price and availability information are subject to change without notice. No representations have been made by and relied upon as to the future income, expenses, sales volume or potential profitability that may be derived from the onlinesupplier.com program.

7.1 Downloaded Material.
Any material downloaded or otherwise obtained through our Web site is done and relied upon at your own risk and that you will be solely responsible for any damage to yourself, your interests, or your computer system or loss of data that results from the download and use of any such material. We are not responsible for examining or evaluating, and we do not warrant the offerings or representations of, any our partners or affiliates or the content of their Web sites.

8.0 Trademarks.
Our web pages and all page headers, custom graphics and button icons are service marks, trademarks, and/or trade dress of onlinesupplier.com. All other trademarks, product names and company names or logos cited herein are the property of their respective owners.

9.0 Limitation of Liability:
Purchase and Use of Products. We have no liability to you as a publisher of information, or reseller of any products or vendor services, including, without limitation, any liability for any defective products.

WE MAKE NO WARRANTY, EXPRESS OR IMPLIED, WITH RESPECT TO ANY PRODUCTS OR SERVICES SOLD, INCLUDING ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

10.0 Limitation of liability: Special Damages.
You expressly understand and agree that onlinesupplier.com shall not be liable for any direct, indirect, incidental, special, consequential or exemplary damages, including but not limited to, damages for loss of profits, goodwill, harm to your rights of any kind, use, data or other intangible losses (even if onlinesupplier.com has been advised of the possibility of such damages), resulting from: (a) the use or the inability to use the service; (b) the cost of procurement of substitute services resulting from any data, information or services purchased or obtained or messages received through or from the service; (c) unauthorized access to or alteration of your transmissions or data; (d) statements or conduct of any third party; or (e) any other matter relating to or resulting from use of the service.

11.0 Indemnity.


You agree to indemnify and hold onlinesupplier.com, and its subsidiaries, affiliates, officers, agents, co-branders or other partners, and employees, harmless from any claim or demand including reasonable attorneys' fees, which any third party may make due to or arising out of content you submit, post to or transmit through the service, your use of the service, your connection to the service, your violations of these Terms and Conditions (whether alleged or otherwise), or your violation of any rights of another, whether direct or indirect (including without limitation claims for misrepresentation or malpractice).

12.0 Other.


These Terms and Conditions shall be governed by and construed in accordance with the laws of the State of Nevada without regard to choice of law rules. If any provision of these Terms and Conditions shall be unlawful, void, of for any reason unenforceable, then that provision shall be deemed severable from these Terms and Conditions and shall not affect the validity and enforceability of any remaining provisions. This is the entire agreement between the parties relating to the subject matter herein and shall not be modified except in writing, signed by both parties.

13.0 Privacy Policy.

Please review our Privacy Policy which also governs your visit to onlinesupplier.com's Web site to understand our practices.

We hope you enjoy your visit at our site, and find the information provided both useful and interesting.

Email us at billing@onlinesupplier.com or call us at 1-800-831-3952 with any suggestions!

14.0 Commission.

Where applicable, affiliate commissions will be paid on a monthly basis. Within 30 days following the end of each month, affiliate commissions will be paid by check. However, if the affiliate commissions earned for any given month are less than $100, we will hold payment until the total amount due is at least $100, accumulating in your account, or, if your participation in the Program is terminated. In calculating affiliate commissions, we will deduct the corresponding affiliate commission if any transaction is returned for any reason. It is your sole responsibility to insure the correctness of your contact information. Checks will be mailed to the contact information contained in your account. Although the affiliate program

is not limited to the United States of America, all payments will be made in U.S. dollars. We are not responsible for lost commission checks due to outdated or incorrect information in your account. All tax liabilities incurred due to commission payments are your sole responsibility. onlinesupplier.com will provide tax statements required by current tax code.

15.0 Responsibility for Your Marketing

You are solely responsible for the development, marketing, promotion, of any/all member affiliate sites. The success of your marketing efforts, as reflected in the number of sales and affiliate sign-ups, may vary based on current marketing conditions. Any creative materials we provide for marketing and the Program in general carry no guaranteed or successful or profitable results. For example, you will be solely responsible for:

* The accuracy and appropriateness of materials posted on Member sites (including, among other things, all product-related materials);

* Ensuring that materials posted on member sites do not violate or infringe upon the rights of any third party (including, for example, copyrights, trademarks, privacy, or other personal or proprietary rights) or violate any city, county, state or federal law;

* Ensuring that materials posted on Member sites are not libelous or otherwise illegal;

* Ensuring that Member sites accurately and adequately disclose, either through a privacy policy or otherwise, how you collect, use, store, and disclose data collected from visitors, including, where applicable, how third parties (including advertisers) may serve content and/or advertisements and collect information directly from visitors and may place or recognize cookies on visitors' browsers. We disclaim all liability for these matters. Further, you will indemnify and hold us harmless from all claims, judgment, demands, damages, and expenses (including, without limitation, attorneys' fees) relating to the development, operation, maintenance, and contents of your marketing efforts, relative to your participation in the Program.

16.0 Other/Owners

1. Member may not use his or her knowledge, or association with other Members to directly or indirectly compete against onlinesupplier.com. Also, Members may not enter into an agreement with any company that is connected to, associated with or doing business with the travel, and retail industries. However, Members may partner with companies for the purpose of marketing or selling products from their Member sites. This would include, but not be limited to, Online Auction sites, traffic promotion sites, etc.

2. Member agrees that he or she is an independent contractor, and not an employee, agent, partner, legal representative, or franchisee of onlinesupplier.com. Member further agrees not to incur any debt, expense, and obligation on behalf of, for, or in the name of onlinesupplier.com.

3. Applications for Member status are subject to approval by onlinesupplier.com.

4. Member must be of legal age in his/her state.

5. Members will be issued a "Member Link", or unique URL, which allows onlinesupplier.com to identify visitors from Member site as originating from Member. These visitors are tracked with this unique URL and sales are recorded with the appropriate Member ID. To receive commissions, Member must use the provided Member Link. The URL may be in various forms such as a banner, image, or text link.

6. Member is solely responsible for insuring that his or her Member Link is set up properly to qualify for commissions.

7. onlinesupplier.com is not responsible for acts by third parties, or other events outside our reasonable control, which may temporarily disrupt or diminish Member?s service.

8. Member shall follow onlinesupplier.com advertising guidelines and agrees not to misrepresent onlinesupplier.com?s products or services.

9. onlinesupplier.com shall not be held liable for any indirect, incidental, special or consequential damages or any loss of revenue or profits arising under or with respect to these terms and conditions or the Program, irrespective if onlinesupplier.com has been advised of the possibility of such damages. onlinesupplier.com aggregate liability arising under or with respect to these Terms and Conditions and/or the Program shall in no event exceed the total commissions paid or payable by onlinesupplier.com under this agreement.

10. onlinesupplier.com makes no warranties, expressed or implied, with regard to the Program except as outlined in there Terms and Conditions.

11. In the event that a provision in these Terms and Conditions is held to be invalid or unenforceable, such provision shall be reformed only to the extent necessary to make it enforceable, and the balance of these Terms and Conditions will remain in full force and effect.

17.0 Security

Please be assured that at onlinesupplier.commall.com your order and credit card information is safe and secure. From the moment you enter our shopping cart, you are on a secure server, using what is called SSL (Secure Socket Layer) technology. Should credit card numbers be required this information is encrypted when it is transmitted and stored in a secure environment.

18.0 Return Policy

Should you receive any damaged or defective merchandise the product can be returned for a full refund at no cost to you within 30 days of purchase date. Any returned damaged or defective merchandise must be reordered using same method as original purchase.

Any merchandise that is not damaged or defective may be returned for a full refund minus shipping cost and a 10%-50% restocking fee.

All returns must have an RMA number. To request an RMA number and for return details call 1-800-831-3952.


Exhibit A.1

Hosting Agreement

Newspin LLC (we, us, our) and (you, your) agree to the following:

1.0 Definitions.
1.1 "Hosting Client" means the person who orders the Hosting Service and has ownership and control rights and obligations for the content hosted.
1.2 "Hosted Data" means all supporting data files and data provided by the Hosting Client for its Hosting Services.
1.3 "Hosting Service" means the server space and software services provided to the Hosting Client including but not limited to the HTTP service, FTP service, SMTP service, POP service, server extensions, third-party software, and CGI library scripts.
1.4 "Physical Server" means the serving computers, hardware and operating- system, and software necessary to operate and support the Hosting Client in accordance with this Agreement.
2.0 Scope of Services. We will provide you with the following specific services:
2.1 Physical Server Hardware, Hosting Service and Software Services. We will provide the Physical Servers and other computer and operating-system software to operate and support the Hosting Service in a manner acceptable in the industry. Although we will make reasonable efforts to protect and backup data for you on a regular basis, we are not responsible for the Hosting Client Data residing on the Physical Server. You are ultimately and solely responsible for the backup of Hosted Data stored on our Physical Server.
2.2 Physical Server Set-Up and Updating. We will configure the Physical Server, and Hosting Client will load the Hosted Data onto the server computers so as to create a fully functional Internet presence. After the Physical Server is loaded, set up with the Hosted Data, and is fully operational, Hosting Client will be responsible for all Web Server content management.
2.3 Physical Server Connection and Access. We will provide connection of the Physical Server to the Internet, including all telecommunications equipment and connections for the Physical Server to provide public access on a 24-hour-a-day, 7-day-a-week basis, with the exception of scheduled maintenance downtime. We will use our best efforts to provide uninterrupted Physical Server Connection and Access, except for scheduled maintenance downtime and any interruption to Physical Server Connection and Access beyond our control caused by, for example, acts of nature, third-party equipment or transmission failures, or security breaches.
2.4 Maintenance Services. We will perform maintenance services as we determine reasonably necessary to maintain the continuous operation of the Physical Server. You agree to periodically scheduled maintenance downtime periods. We will provide prior notice of the maintenance downtime, except when circumstances beyond our control limit our ability to do so.
2.5 Hardware, Equipment and Software. You are responsible for and must provide all telephone, computer, hardware and software equipment and services necessary to access us. We make no representations, warranties, or assurances that your equipment will be compatible with our service.
3.0 Payment Terms. You agree to the following payment terms in consideration for the services provided:
3.1 Hosting Fee. You will pay us a monthly Hosting Fee for the services we provide under this Agreement according to our current Hosting Price Schedule at agreed published prices. The Hosting Fee is billed to you at the beginning of each month and is due on the 20th day of the month in which the Service Fee is billed. (Please note that if you are paying with a credit card, the credit card will be charged on or around the 10th of the month.) The Hosting Fee is subject to change, with notice, according to the current Hosting Price Schedule.
3.2 Cancellation. In the event you cancel your service, you will be charged in full for the entire month in which you canceled your service. In the event you have elected to prepay subsequent, additional months' Hosting Fees, we retain the right to charge you an administrative fee and deduct the administrative fee from the subsequent, future months' Service Fees before refunding them to you.
3.3 Breach. In the event we terminate this Agreement because of a breach, you will be charged in full for the entire month in which the breach occurred. In the event you have elected to prepay subsequent, additional months' Service Fees, we retain the right to charge an administrative fee and deduct the administrative fee from the subsequent, future months' Service Fees before refunding them to you
3.4 Spamming Termination. In the event we terminate this Agreement due to a violation of section 9.2 (Unsolicited Electronic Mail), you will be charged a minimum fee of $100.00. You shall be held liable for any and all costs incurred by Company as a result of your violation of these terms and conditions. This is including, but is not limited to, attorney fees and costs resulting from Postmaster responses to complaints from and the cleanup of unsolicited commercial mailings and/or unauthorized bulk mailings and/or news server violations. COMPANY current hourly rate for Postmaster responses to complaints and cleanup of unsolicited commercial mailings and/or unauthorized bulk mailings and/or news server violations is US $100 per hour, with a minimum one (1) hour charge, plus US $1 for each bulk-email or Usenet message sent, plus US $1 per complaint received. In the event you have elected to prepay subsequent, additional months' Service Fees, we retain the right to charge an administrative fee and deduct the administrative fee from the subsequent, future months' Service Fees before refunding them to you
3.5 Tax. These fees are exclusive of any and all federal, state, and local sales, use, value added, excise, duty and any other taxes assessed with respect to the services provided under this Agreement, except that your income taxes and any sales or similar taxes on the sale of the Hosting Client products and services to end users shall be the sole responsibility of the Hosting Client.
4.0 Representations and Warranties. Our obligations under this Agreement are conditioned upon the following representations and warranties:
4.1 Compliance with Law. You represent and warrant that you will comply with all applicable state and federal laws in your performance of this Agreement and in the use and operation of the Hosting Service, including laws governing technology, software and trade secrets.
4.2 Authority to Contract. You represent and warrant that you have full authority and right to enter into this Agreement and that there are no conflicting claims relating to the rights granted by this Agreement.
4.3 Non-Infringement. You represent and warrant that your performance of this Agreement and providing the Web Service, including the software or data files, shall not infringe the intellectual property or other proprietary rights of any third party.
4.4 Our Performance. We represent and warrant that our services shall be performed in a professional and workmanlike manner, and the computer servers will be operated in accordance with our obligations as defined by this Agreement.
4.5 Disclaimer of Warranties. EXCEPT FOR THE EXPRESS WARRANTIES CONTAINED ABOVE, WE MAKE NO WARRANTY RELATING TO THE SUBJECT MATTER OF THIS AGREEMENT, AND ALL SERVICES ARE PROVIDED ON AN "AS-IS" BASIS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR OF NON-INFRINGEMENT.
5.0 You expressly agree that use of our Hosting Service is at your own risk. Neither we, our employees, affiliates, agents, third-party information providers, merchants, licensors or the like, warranty that our service will not be interrupted or error free; nor do we make any warranty as to the results that may be obtained from the use of our service or as to the accuracy, reliability or content of any information serviced or merchandise contained in or provided through our service, unless otherwise expressly stated in this Agreement.
5.1 Under no circumstances, including negligence, will we, our officers, agents or anyone else involved in creating, producing or distributing our service be liable for any direct, indirect, incidental, special or consequential damages that result from the use of or inability to use our service. We will further not be liable for results from mistakes, omissions, interruptions, deletions of files, errors, defects, delays and operation, or transmission or failure of performance whether or not limited to acts of nature, communication failure, theft, destruction or unauthorized access to our records, programs or services. You acknowledge that this paragraph shall apply to all content on our Physical Server.
5.2 Your exclusive remedy for all damages, losses and causes of actions whether in contract or tort (including negligence or otherwise) will not (a) exceed the actual dollar amount which you paid during the 12-month period prior to the date the cause of action arose, or (b) include any incidental, consequential, extemporary or punitive damages of any kind, including without limitation, loss of data, file, profit, good will, time, savings or revenue.
6.0 Term and Termination. The following describes the effective date, duration and methods of termination:
6.1 Effective Date. The Effective Date of this Agreement is the date of signup with our system.
6.2 Duration. This Agreement will commence on the Effective Date and continue on a month-to-month basis.
6.3 Termination for Convenience. Subject to Section 3.2, you may terminate this Agreement at any time for your convenience by providing us with advance written notice.
6.4 Breach or Default. The following constitute a breach or default of this Agreement:
  1. failure to pay the current month's Service Fee by the tenth day of the following month,
  2. violation of Section 8.0,
  3. violation of Sections 9.2, 9.3, 9.4 or
  4. violation of Sections 4.1, 4.2 or 4.3.
7.0 Ownership Rights.We acknowledge that all right, title and interest in the Hosted Data shall be solely owned by the Hosting Client. We own or have licensed all server software. In the event that we provide custom software to you, this software will be licensed to you for use only on our Physical Servers on a non-exclusive, royalty-free basis according to the terms of this Agreement.
8.0 Activities Subject to Immediate Deactivation. We may immediately deactivate any Hosting Service that is used for Illegal, Abusive, or Unethical Activity without warning to you. Illegal, Abusive or Unethical Activities include, but are not limited to, pornography, obscenity, nudity, violations of privacy, hacking, computer virus, gambling, or promotion of gambling, and any harassing or harmful materials or uses, as determined by us. You agree to indemnify and hold us harmless from any claim resulting from your publications or use of Illegal, Abusive or Unethical materials. Although we will make reasonable efforts to alert you to such activities and allow you an opportunity to cure them within a 12-hour period after discovery, we are not required to give notice before deactivating your use of our services if, in our discretion, your use is or results in Illegal, Abusive or Unethical activities. If Hosting Services are disabled, the regular monthly fees still apply.
9.0 Miscellaneous.
9.1 Public Nature of Internet. Please understand that all information submitted on the Physical Server shall be considered publicly accessible. Important and private information should be protected by you. For example, we are not liable for protection or privacy of electronic mail or other information transferred through the Internet or any other network provider that you may use.
9.2 Unsolicited Electronic Mail. You are expressly prohibited from sending unsolicited bulk mail messages ("junk mail" or "spam"). This includes, but is not limited to: bulk-mailing of commercial advertising, information announcements, and political tracts. Such material may only be sent to those who have specifically requested it. Malicious or threatening email is also prohibited. Although we will make reasonable efforts to alert you to such activities and allow you an opportunity to cure them within a 12-hour period after discovery, we reserve the right to immediately deactivate your use of our service if we discover such activity. Further, you agree to indemnify and hold us harmless from any claim resulting from your use or distribution of electronic mail services through the service provided through this Agreement.
9.3 Adult Oriented Websites. You are prohibited from including adult oriented content of any kind on your website. This includes, but is not limited to: pornography, nudity, obscenity, lingerie, sex toys, and adult videos. Although we will make reasonable efforts to alert you to such activities and allow you an opportunity to cure them within a 12-hour period after discovery, we reserve the right to immediately deactivate your use of our service if we discover such activity.
9.4 Governing Law and Attorneys' Fees. This Agreement will be interpreted and applied in accordance with the laws of the state of Utah, without regard to the conflicts of law provisions. In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover costs and attorneys' fees, whether or not a suit is actually filed.
9.5 Control and Ownership of IP. We maintain and control ownership of all IP numbers and addresses that may be assigned to you, and we reserve, in our sole discretion, the right to change or remove any and all IP numbers and addresses.
9.6 Excessive CPU, Disc Space, or Bandwidth Usage. Hosting Clients who use, in our discretion, CPU processing, disc space, or bandwidth capacity on the Physical Server in excess of the designed processing capacity will be subject to immediate deactivation. Upgrades to the processing capacity are available.
9.7 Age. You certify that you are at least 18 years of age.
9.8 Transfer. You may not transfer or assign this Agreement without the written consent of Company.


Exhibit A.2

Warehousing Agreement

The Doba website is operated by Doba, 1530 North Technology Way, Orem, Utah 84097 or its affiliates. These Terms of Service apply to Doba and not to the content of third parties.

Acceptance of terms of use

These Terms and other applicable conditions and notices contained herein govern your use of the Doba service and website. Your use of a particular Doba website included within the Doba area may also be subject to additional terms outlined elsewhere on those sites. By using, visiting, or browsing the Doba website(s), you accept and agree to be bound by these Terms of Use. If you do not agree to these Terms of Use, you should not use the Doba service or website. Please note, return shipments sent to the address above will be refused. Please contact our customer support team for instructions before returning products.

These Terms of Use are an ongoing contract between you and Doba and apply to your use of the Doba service and website. These Terms of Use affect your rights and you should read them carefully.

Changes to terms of use

Doba reserves the right, from time to time, with or without notice to you, to change these Terms of Use in our sole and absolute discretion. The most current version of these Terms of Use can be reviewed by clicking on the links that direct you to the Terms on the Doba website. The most current version of the Terms will supersede all previous versions. Your use of the Doba website or continued use of our service after changes are made means that you agree to be bound by such changes.

Fees and cancellations

You agree to our additional Fees and Cancellations policy.

Membership & privacy policy agreement

You agree to our Membership & Privacy Policy Agreement. Any information submitted on the Doba website is subject to our Membership & Privacy Policy Agreement. Please review this policy to understand our practices.

Prices

We reserve the right to change prices at any time. Due to possible information misrepresentations, we may correct typographical and printing errors related to prices at any time. Members should be aware that product prices can and do fluctuate as a result of a supplier changing their wholesale pricing. Doba has no control over any supplier's pricing, shipping and handling charge policies and therefore cannot guarantee any item will remain any particular price for any period of time.

Membership and billing

You can find the specific details regarding your purchase and billing with Doba at anytime by clicking on the "Billing Information" link within the "Settings" section located at the top of the pages of the Doba website; you must be "logged in" to view this section.



We will begin billing your Payment Method for subscription fees corresponding to your subscription program on a yearly or monthly basis plus any applicable tax at the end of your free trial period unless you cancel prior to the end of your free trial. You may not receive a notice from us that your free trial (if applicable) has ended or that your paying subscription has begun. YOU MUST CANCEL PRIOR TO THE END OF YOUR FREE TRIAL OFFER TO AVOID CHARGES TO YOUR PAYMENT METHOD. For subscriptions, we will continue to bill your Payment Method on a monthly or yearly basis for your subscription program until you cancel. You may cancel your subscription at anytime. We offer a number of subscription programs, including special promotional programs with differing pricing, length of subscription terms, and bundles. Some of these promotions are offered by third parties in conjunction with the provision of their own products and services. We are not responsible for the products and services provided by such third parties. We reserve the right to modify, terminate or otherwise amend our offered subscription programs.

If you are contacted by a sales agent within your free trial and agree to a charge for a promotional membership, your free trial is void the moment you accept the charge.

  • Billing

    By using the Doba service, you are expressly agreeing that we are permitted to bill you a recurring monthly or yearly subscription fee, any applicable tax and any other charges you may incur in connection with your use of the Doba service. As used in these Terms of Use, "billing" shall indicate either a charge or debit, as applicable, against your Payment Method. The subscription fee will be billed at the beginning of your subscription and on each monthly or yearly renewal thereafter unless and until you cancel your membership. Click on the "Billing" link on the "Settings" page to see the commencement date for your next renewal period. We will automatically bill or attempt to bill your Payment Method each month or year on the calendar day corresponding to the commencement of your membership. In the event your membership began on a day not contained in a given month, we will bill or attempt to bill your Payment Method on the last day of such month. For example, if you became a paying member on January 31st, your Payment Method would next be billed or attempted to be billed on February 28th. All fees and charges are nonrefundable. We may change the fees and charges in effect, or add new fees and charges from time to time, but we will give you advance notice of these changes by e mail or to your account upon login. If you want to use a different Payment Method or if there is a change in your credit card validity or expiration date, you may edit your Payment Method information by clicking on the "My Account" button, available at the top of the pages of the Doba website. If your Payment Method reaches its expiration date, your continued access of the service constitutes your authorization for us to continue billing that Payment Method. If Doba attempts to bill your Payment Method and does so unsuccessfully, you grant Doba the right to attempt to process and bill your Payment Method for up to 180 days as well as bill your Payment Method for any unsuccessful accruing billings during such time.
  • Automatic Renewals

    Your Doba subscription will be automatically renewed on a monthly or yearly basis. For your convenience, we will bill the monthly or annual subscription fee plus any applicable tax to the Payment Method you provide to us during registration (or to a different Payment Method if you change your account information). Your membership will automatically renew for successive monthly or yearly subscriptions, without prior notice to you, unless and until you cancel your membership or we terminate it. You must cancel your membership before it renews each month or year in order to avoid billing of the next month's/year's subscription fees to your Payment Method. You are not eligible to receive refunds once your Payment Method has been billed.
  • Cancellation

    You may cancel your subscription to Doba during regular business hours, Monday through Friday 7:00 AM to 7:00 PM, Mountain Time, by calling 877-321-DOBA. WE DO NOT PROVIDE REFUNDS OR CREDITS FOR ANY PARTIAL-MONTH or YEAR SUBSCRIPTION PERIODS. We reserve the right to terminate your account for any or no reason.

Electronic communications

By using the Doba service, you consent to receiving electronic, phone, and mail communications from Doba. These communications will include notices about your account (e.g., shipping and receiving e-mails) and information concerning or related to our service. These communications are part of your relationship with Doba and you are entitled to receive them as part of the Doba subscription. You agree that any notice, agreements, disclosure or other communications that we send to you electronically will satisfy any legal communication requirements, including that such communications be in writing.

Service testing

From time to time, we test various aspects of our service, and we reserve the right to include you in these tests without notice.

Use of information submitted

Doba is free to use any comments, information, ideas, concepts, reviews, or techniques contained in any communication you may send to Doba, including, without limitation, responses to questionnaires or through postings to the Doba website without further compensation, acknowledgment or payment to you for any purpose whatsoever including, but not limited to, developing, manufacturing and marketing products and creating, modifying or improving the Doba website or other websites. Furthermore, by posting any information on our site, submitting suggestions, or in responding to questionnaires, you grant us a nonexclusive, royalty-free license to display, use, reproduce or modify that information.

Intellectual property

  • Copyright

    All content included on the Doba website and delivered to subscribers as part of the service, including text, graphics, logos, designs, photographs, button icons, images, audio/video clips, digital downloads, data compilations, and software, is the property of Doba, Inc., or its suppliers and is protected by United States and international copyright laws. The compilation of all content on this site is the exclusive property of Doba, Inc., and protected by U.S. and international copyright laws. Content should not be reproduced or used without express written permission from Doba, Inc., or its suppliers. Doba reserves the right to terminate your membership hereunder if Doba, in its sole and absolute discretion, believes that you are in violation of this paragraph, such violations including the copying or other unauthorized use of our proprietary content.
  • Trademarks

    Doba is a registered trademark of DOBA, Inc. Doba.com, and other marks indicated on our site are trademarks of Doba, Inc. All Doba graphics, logos, page headers, button icons, scripts and service names are trademarks or trade dress of Doba, Inc. Doba's trademarks and trade dress may not be used in connection with any product or service that is not Doba's, in any manner that is likely to cause confusion among customers, in any manner that dilutes Doba's rights, or in any manner that disparages or discredits Doba. All other trademarks not owned by Doba that appear on the Doba website are the property of their respective owners, who may or may not be affiliated with, connected to, or sponsored by Doba. Any images of persons or personalities contained on the Doba website shall not be an indication of endorsement of any particular product or our service unless otherwise specifically indicated.

Account access & identity protection.

In order to provide you with ease of access to your account, Doba will place a cookie (a small text file) on any computer from which you access the Doba website. When you revisit the Doba website, this cookie will enable us to recognize you as a previous user or as the account holder and provide you with direct access to your account without requiring you to retype any password or other user identification. You are responsible for updating and maintaining the truth and accuracy of the information you provide to us relating to your account.

You are also responsible for maintaining the confidentiality of your account and password and for restricting access to your computer. You may not share your account with other people by providing them your password. However, if you decide to share your account with other people, you take full responsibility for their actions and liabilities. Users of public or shared computers should log out at the completion of each visit to the Doba website.

If you find that you're a victim of identity theft and it involves a Doba account, you should notify customer service. Then, you should report this instance to all your credit card issuers, as well as your local law enforcement agency. Doba reserves the right to place any account on hold anytime with or without notification to the subscriber in order to protect itself and its partners from what it believes to be fraudulent activity. Doba is not obligated to credit or discount a membership for holds placed on the account by either a representative of Doba or by the automated processes of Doba.

Payment obligations

The Member understands that a valid form of payment must accompany all orders.

Warranty

All warranties for products purchased through Doba are the responsibility of the respective manufacturers and their agents. All issues, claims and questions concerning product warranties should be submitted directly to the manufacturers. In the event that the product is a health related device or nutritional supplement, all information contained on the website, including information relating to medical and health conditions, products and treatments, is for informational purposes only. The information on the Doba website, or information provided by the manufacturers of the products, or information on product packaging or labels is not meant to be a substitute for the advice of a physician or other medical professional and should not be used for prescribing a medication or diagnosing a health problem. Statements regarding dietary supplements have not been evaluated by the Food and Drug Administration and are not intended to diagnose, treat, cure, or prevent any disease.

Copyrights

Doba and its supplier and distribution partners reserve ownership and copyright to all materials published by Doba. Reproductions and alterations of individual product images and descriptions may be used for marketing & reselling purposes. You must receive written consent from Doba for any other use or any modification of product images and other copyrighted materials. Doba allows its members to resell the products we have from our suppliers.

Products

Doba diligently strives to provide as accurate information as possible. However, as all specifications and descriptions are provided by the supplier of the product, Doba makes no warranty expressed or implied with respect to accuracy of the information, including price, product descriptions or product specifications. Both the product and manufacturer names are used only for the purpose of identification. Members are responsible for making sure the product information is correct prior to selling any products from this site with the product's respective Manufacturers.

Data Export
Doba diligently strives to provide as accurate information as possible. However, as all specifications and descriptions are provided by the supplier of the product, Doba makes no warranty expressed or implied with respect to accuracy of the information, including price, product descriptions or product specifications. In addition, due to size, volume of requests and resource constraints; Data Exports, at times, may be delayed or contain data older then what is displayed on the website.

Reselling

Manufacturer may require strict adherence and how their intellectual property is advertised. As such, some products may only be advertised at a Minimum Advertised Price (referred to herein as MAP). For all products under a MAP agreement, we will provide two prices: the wholesale cost and MAP. As a reseller, you agree to never advertise any products protected by a MAP agreement to end consumers for less than the MAP price. Products with a MAP will be clearly marked with an asterisk. Under no circumstances shall Doba or any other party involved in creating, distributing, or supplying products for Doba be liable for any direct, indirect, incidental, special, or consequential damages that result from, products purchased from Doba. It is the reseller's responsibility to verify with the manufacturer, any product information, images and descriptions prior to marketing any and all products. Product images are subject to change at anytime and are not to be construed as exact representations of any products ordered since the manufacturers can change their products at any time without any notice.

Members are not allowed to repackage, reproduce, or otherwise resell Doba memberships, technology, and/or data without express written consent from Doba. Also, bulk downloading or "screenscraping" of data from the Doba website or subsidiary websites is prohibited without prior express written permission. Violation will result in the account being canceled and depending on the severity of the violation, we reserve the right to press criminal charges and/or seek civil compensation for damages, expenses, and revenues lost.

Contacting Doba Supplier
Doba provides access to information about suppliers including but not limited to, trade name, brand(s), and product specifications, pricing and availability. Doba's agreement with the supplier may restrict Doba members from contacting the supplier directly. At Doba's sole discretion, your account may be canceled, without refund, if the member attempts to contact and establish a direct relationship with Doba's suppliers. Doba will make every attempt, within reason, to accommodate a member request for additional products, pricing, or services for a supplier on behalf of the member.

Shipping and handling

Doba and its distributors/suppliers reserve the right to restrict shipments to within the Continental U.S., Alaska, and Hawaii. All orders must be placed with a residential ship-to address. Orders with P.O. Box, APO, or FPO shipping addresses will not be processed. Any orders with shipping addresses outside the Continental U.S., Alaska, and Hawaii will not be processed. Individual suppliers may have
additional shipping restrictions. However, in no way does the absence of a specific shipping policy by a supplier imply that the supplier offers any of the above mentioned services.
Shipping and handling charges

You are responsible to pay the shipping and handling charges for all products purchased from Doba. You are responsible for these charges for shipments that are refused or returned for any reason. We are not responsible for incidental or consequential damages or losses to defective products, errors in shipping your order, or other errors. The limit of our liability is the replacement cost of any item you purchase from us. ANY ODD SIZED OR EXCESSIVE WEIGHTED ITEMS MAY REQUIRE A CUSTOM SHIPPING COST CALCULATION FROM Doba. ON THESE OCCASIONS, THE ORDERS WILL NOT SHIP UNTIL YOU HAVE APPROVED THE CUSTOM SHIPPING COST. Depending on information provided by the supplier, Doba may publish the shipping weights of items. The publication, or absence of, shipping weights can not be used to determine ship cost and/or your financial obligation. The 'Ship Cost' provided on every product page and in the shopping cart should solely be used for determining the ship cost.
Order placement
Doba is not responsible for loss, or damages as a result of misplaced, mis-ordered or other typographical errors that occur during order placement. The members has sole responsibility for verifying the accuracy of the order, including actual item, pricing, shipping, and/or handling, prior to order submission. Order placement means (single, batch or API) does not change member responsibility and subsequent financial responsibility.

Order changes

Once an order is placed, it cannot be changed in any way. However, under certain circumstances, orders can be canceled and/or modified. If the Member contacts Doba's customer service department using the online form as soon as possible with a change request, it may be occasionally possible to amend the order. Doba is not responsible for any loss, or damages that are a result of a change request occurring after the order has been placed.

Order returns

Each one of Doba's suppliers has a different return policy. Members are responsible for becoming familiar with and abiding by the policies and procedures of each supplier for returning products ordered. Failure to do so may result in a rejected return. Individual supplier policies can be viewed by clicking the individual "Supplier Info" links located on the "Products" tab of the Doba site.

Taxes

As a client of Doba, you understand that you are absolutely independent entity from Doba. You are responsible to pay taxes to state, federal or local authorities in accordance with any and all applicable laws. This tax responsibility includes collecting and remitting all appropriate sales taxes to state and local authorities.

Relationship between Doba and the reseller (you)

Resellers are independent contractors of Doba and are not considered employees of Doba. Resellers are prohibited from making any unauthorized claims by the manufacturer, or claims that are illegal in any state. Resellers do not have the right to bind Doba in any contract related to the business of the reseller. Reseller affirms that reseller is of legal adult age in the state in which reseller resides.

Age

The visitor/member, by signing the Sign up Form, hereby represents that they are of the legal age of the state in which they reside.

Products sales & venue disclaimer

Although all the suppliers Doba works with are authorized distributors of the products they sell, and Doba is authorized to act as a venue to supply said products, this does indicate that all items are suitable for resale under any particular circumstance or venue. Doba acts only as a venue to provide access to wholesale product distributors.

It is the member's responsibility to ascertain any particular product's suitability for sale in any given venue that the customer chooses to sell through, whether this is through a "brick & mortar" store, an online store, online auctions, or any other venue. Members are responsible to discover and comply with any specific manufacturer policies or MAP (minimum advertised price) restrictions.

It is also the member's responsibility as a businessperson to ascertain the legal implications of selling items that may be prohibited, by law or otherwise, in certain regions or venues.

For anyone who plans to sell items through online auctions, it is recommended that you review the terms and conditions of the online auction, as well as check to be sure any product you hope to sell is not prohibited by the online auction. eBay sellers can review eBay?s list of prohibited and otherwise restricted items at the following pages:

Please note, some items which are prohibited are not necessarily against the law to sell, but are simply items that eBay has decided to prohibit based on their own decision. Doba has no control over what is and isn't legal in any venue or region and is not responsible for the sale of any product through our services.

Legal recourse

You and Doba agree that the laws of the State of Utah and Utah County shall have exclusive jurisdiction over any dispute or claims, policies, and procedures between you and Doba relating in any way to the Doba service or website or these Terms. You and Doba expressly and irrevocably consent to personal jurisdiction and venue in these courts. The non-prevailing party shall pay all attorney's fees and court costs.

Limitations on use

You must be 18 years of age or older to subscribe to the Doba service. While individuals under the age of 18 may utilize the service, they may do so only with the involvement of a parent or legal guardian. Unless otherwise specified we grant you a limited license to access the Doba website. You may not download (other than through page caching necessary for personal use), modify, copy, distribute, transmit, display, perform, reproduce, duplicate, publish, license, create derivative works from, or offer for sale any information contained on, or obtained from, the Doba website without our express written consent. Any unauthorized use of the Doba website or its contents will terminate the limited license granted by us.

Confidentiality

Reseller understands that all information provided by Doba is confidential and proprietary to Doba and must be used by reseller according to the terms of this agreement. Reseller agrees to not provide any confidential or proprietary information received from Doba to any business entity that may compete with Doba. Any violation of confidentiality is grounds for immediate termination.

Amendments

Doba reserves the right to make amendments to this agreement at any time. Amendments may be the result of changes in economic, legal, or other factors that affect the business of Doba.

Product export

Due to the nature of the product export no refunds will be granted for this service.

Payment

It is the Member's responsibility to obtain payment or assurance of payment from their individual customers before ordering with Doba. Doba strongly recommends obtaining proper address verification systems (AVS) for credit card purchases and making sure all checks are deposited and cleared before placing the order with Doba. Orders placed with Doba are very difficult to cancel, and are subject to any restocking fees. All payment shall be made via credit card payment, U.S. Verified Pay Pal payment, or wire transfer for product orders. Doba reserves the right to restrict payment to wire transfer for orders over $2,000 dollars or any other order deemed to have high fraud risk. All membership payment shall be made via major credit cards backed by U.S. banks only. Doba will accept no other payment form than those here listed.

Severability

If one or more of the provisions of the policies and procedures in this user agreement are deemed void by law in a court of competent jurisdiction, the balance of the policies and procedures' remaining provisions, or any provision in the Doba manual, shall continue in full force and effect.

Website information

While www.doba.com (hereafter the "Website") and all of its dependent pages contain far too much information to be quoted in their entirety in these Terms and Conditions, the Member is responsible for reading and understanding all information contained on the Website. Doba is not responsible for any inconvenience, loss of profit, or other complication that the Member, his or her business, or his or her customers may experience as a result of the Member's failure to read and understand all information on the Website. Furthermore, it is the responsibility of the Member to contact and question Doba's customer service representatives regarding any portion of the Website that they have read but do not understand. The Member, for example, is responsible for all information contained in the following pages of the website as well as all information that is accessible by following links found on the following pages:

In addition to all information contained on the Website, the Member is accountable for any and all new information added to the Website at any time in the future. Such information is often, but not always, referenced in the Press Room.

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