What is this?
The agreement below is a legal agreement between NPO Systems
and all of our customers. If you use any service provided by
or affiliated with NPO Systems, you are legally bound by this
agreement. Read it carefully before signing up and ensure that
you understand and agree to all parts. Use of our services implies
agreement with this contract!
Any questions regarding this agreement should be sent to NPO
department prior to signing up for service.
Last Updated: 12/01/2007
THIS AGREEMENT ("Agreement") is made and effective
as of the date of acceptance, by and between you ("Client")
and NPO Systems.
WHEREAS, NPO Systems owns, distributes and provides various
products and services for conducting business on the Internet
including: NPO Systems Membership Management System (MMS),
shared web hosting, cPanel licensing, and the NPO Systems
family of services (hereinafter collectively referred to as
WHEREAS, Client desires to utilize some or all of the Services
to develop, enhance or maintain Client's business and/or presence
on the Internet.
NOW THEREFORE, in consideration of the mutual promises set
forth herein, the parties hereto agree as follows:
1. NPO SYSTEMS SERVICES
NPO Systems agrees to provide to Client the Services agreed
upon between NPO Systems and Client as selected by Client in
NPO Systems customer database that is specified at www.NPOSystems.com.
2. PAYMENT AND INVOICING
2.1 In consideration of the performance of the Services, Client
shall pay NPO Systems monthly in advance the amount set forth
in NPO Systems customer database as such records are amended
from time to time for the Services during the term of this Agreement.
2.2 Client shall receive a confirmation letter via e-mail
at the time Client contracts for the Services, which shall
confirm the fees payable to NPO Systems. Thereafter, Client
shall receive a monthly billing statement for the upcoming
month. The monthly billing statement shall indicate any changes
in fees, which fees shall become effective upon thirty (30)
days' notice as set forth in Section 2.4 herein.
2.3 Client is responsible for all activities and charges
resulting from Client's use of the Services. Client agrees
to pay all fees, bandwidth charges, connect time charges,
surcharges, and other charges incurred by Client and set forth
in the monthly billing statement. Client acknowledges that
no refunds will be given by NPO Systems in the event that
Client's account is terminated by NPO Systems or Client mid-term.
In the event of a breach of security, Client will remain liable
for any unauthorized use of the Services until Client notifies
NPO Systems by sending an e-mail with account information
2.4 Current rates for using the Services may be obtained
on our web site at www.NPOSystems.com. NPO Systems reserves
the right to change fees, surcharges, monthly membership fees
or to institute new fees at any time. In addition, NPO Systems
may institute special trial offers, from time to time, that
shall be reflected in the confirmation letter sent to Client
upon sign up. If NPO Systems does not receive the full amount
of Client's Service account balance within three (3) days
of invoice date, a late charge equal to 1.5% per month or
highest amount allowed by law per month will be added to Client's
bill and shall be due and payable. Client shall also be responsible
for all attorney and collection fees arising from NPO Systems
efforts to collect any unpaid balance of Client's account(s),
and NPO Systems may terminate Client's account immediately
without further notice to Client.
3. RESPONSIBILITIES AND RIGHTS OF NPO SYSTEMS
3.1 Means of Performance. NPO Systems shall provide Client with
the NPO Systems hosting services, as described at www.NPOSystems.com
hereto. NPO Systems has the right to control and direct the
means, manner, and method by which the host services are performed.
3.2 Support. NPO Systems shall provide a reasonable level
of technical support to Client via email or Web page for the
term of this Agreement.
3.3 Other Work. NPO Systems has the right to perform and
license products to others during the term of this Agreement.
NPO Systems may elect to electronically monitor the host services
and may disclose any content or records to satisfy any law,
regulation, or other governmental request or to properly operate
host services and protect its Clients. NPO Systems reserves
the right to block any site hosted by NPO Systems that contains
any content that NPO Systems deems in its sole discretion
to be unacceptable or undesirable.
4. RESPONSIBILITIES AND RIGHTS OF CLIENT
4.1 Client. Client represents and warrants that (i) Client is
at least eighteen (18) years of age, (ii) Client possesses the
legal right and ability to enter into this Agreement, and (iii)
the performance of Client's obligations and use of the Services
by Client, its customers and users, will not violate any applicable
laws, regulations or the rules and regulations or cause a breach
of any agreement with any third parties or unreasonably interfere
with other NPO Systems Clients' use of Services. Client assumes
all risks related to processing of transactions related to electronic
commerce. Client agrees to provide NPO Systems with accurate,
complete and updated information required by the registration
of the NPO Systems host service (Client Registration Data),
including Client's legal name, address, telephone number(s),
and applicable payment data (e.g., credit card number and expiration
date). Client agrees to notify NPO Systems within thirty (30)
days of any changes in Client's Registration Data.
4.2 Breach of Warranties. In the event of the breach of
any of the foregoing warranties, in addition to any other
remedies available at law or in equity, NPO Systems will have
the right, in its sole discretion, to suspend or terminate
immediately any Services.
4.3 Fees and Expenses. Client shall be responsible for payment
of all costs, fees and expenses assessed by third parties
in the course of being provided Services. Such costs include,
but are not limited to, the fees required to register and
maintain domain names, which is governed by a separate agreement
between Client and a third-party domain name registrar.
4.4 Third-Party Software. Third-party software available
through the Services may be governed by separate end user
licenses. By using the Services and the third-party software,
Client agrees to be bound by the terms of such end user licenses
regarding the applicable third-party software. Client consents
and authorizes NPO Systems to delegate the authorizations
Client provides to NPO Systems to its third party service
provider(s) as NPO Systems deems necessary or desirable to
provide the applicable Services. Client agrees that the terms
and conditions of this Agreement, including any of the other
terms, conditions, warranty disclaimers and liability disclaimers
incorporated into this Agreement, inure to the benefit of
such third party service providers and such third party service
providers are deemed to be third party beneficiaries of the
Agreement, including any other terms, conditions, warranty
disclaimers and liability disclaimers incorporated into this
Agreement. Client also agrees that all reference to "NPO
Systems" within this Agreement and any incorporated terms
are also deemed to include, where applicable, NPO Systems
agents, such as the third party service providers.
4.5 Advertising, Solicitation, and Client Name Harvesting.
Client may not use the Services to send unsolicited advertising,
promotional materials, or other forms of solicitation to the
NPO Systems clients or other Internet users unless Client
receives the express permission of such individuals. Client
may not use the means of unsolicited advertising to advertise
a site hosted on the NPO Systems network. Client may not use
the Services to collect or "harvest" user-names
of NPO Systems clients or other Internet users without the
expressed prior permission of the member. NPO Systems reserves
the right to block or filter mass email solicitations sent
from sites hosted on the NPO Systems network.
4.6 Management of Site. Client shall be solely responsible
for all content available on or through its site, and shall
at all times be subject to the terms of this Agreement, NPO
Systems then-standard Terms of Service ("TOS") and
any generally applicable guidelines and service standards
published by NPO Systems. Client warrants that its site hosted
on the NPO Systems network (i) will conform to the NPO Systems
TOS attached hereto as Exhibit A; (ii) will not infringe and
will not contain any content that infringes on or violates
any copyright, U.S. patent or any other third-party right;
and (iii) will not contain any content which violates any
applicable law, rule or regulation. NPO Systems shall have
no obligations with respect to the content available on or
through any site hosted on the NPO Systems network, including,
but not limited to, any duty to review or monitor any such
content. NPO Systems reserves the right to block any site
that violates any of the above-stated terms, or which in NPO
Systems sole discretion, NPO Systems deems objectionable or
offensive, or otherwise violates a law or NPO Systems policy,
or, in the alternative, to terminate this Agreement in accordance
with Section 7.3 herein.
4.7 Compliance Laws. Client agrees that it will use the
Services only for lawful purposes and in accordance with this
Agreement. Client will comply at all times with all applicable
laws and regulations and the TOS, as updated by NPO Systems
from time to time. The TOS are incorporated herein and made
a part hereof by this reference. NPO Systems may change the
TOS, with notice, which notice may be provided by posting
such new TOS at the NPO Systems Site. Client may request a
current copy of the TOS by sending or faxing a request to
NPO Systems. Client agrees that it has received, read and
understands the current version of the TOS.
4.8 Proprietary Rights. Unless otherwise specified, all
work performed hereunder by NPO Systems, is the property of
NPO Systems, and all title and interest therein shall vest
in NPO Systems. To the extent that title to any such works
may not, by operation of law, vest in NPO Systems all rights,
title and interest therein are hereby irrevocably assigned
to NPO Systems. All such materials shall belong exclusively
to NPO Systems, and NPO Systems shall have the right to obtain
and to hold in its own name, copyrights, trademarks, registrations,
or such other protection as may be appropriate to the subject
matter; and any extensions and renewals thereof. Client agrees
to give NPO Systems and any person designated by NPO Systems
such reasonable assistance, at NPO Systems expense, as is
required to perfect the rights defined in this paragraph.
4.9 Marketing Rights. Client agrees that NPO Systems may
refer to Client, or Client's business in NPO Systems marketing
materials, the NPO Systems website, and communication to NPO
Systems current and prospective clients. Client grants NPO
Systems a limited license and permission to use any Client
trade name and/or trademark for such, and only for such, purposes.
5. LIMITATION OF LIABILITY, NO OTHER WARRANTY AND DISCLAIMER
5.1 Limitation. In the event that any limited guarantees are
provided by NPO Systems, such limited guarantees are null and
void if Client fails to follow NPO Systems TOS and other policies
or otherwise breaches this Agreement in any respect.
5.2 No Other Warranty. NPO Systems does not monitor or exercise
control over the content of the information transmitted through
its facilities. Use of the Services or any information that
may be obtained there from is at Client's own risk. The Services
are provided on an "as is" basis, and Client's use
of the Services is at its own risk. Except as provided in
the order form(s), NPO Systems does not make, and hereby disclaims,
any and all other express and/or implied warranties, including,
but not limited to, warranties of merchantability, fitness
for a particular purpose, non-infringement and title, and
any warranties arising from a course of dealing, usage, or
trade practice. NPO Systems does not represent or warrant
that the Services will be uninterrupted, error-free, or completely
5.3 Disclaimer of Actions Caused by and/or Under the Control
of Third Parties. NPO Systems does not and cannot control
the flow of information to or from NPO Systems network and
other portions of the Internet. Such flow depends in large
part on the performance of the Internet services provided
or controlled by third parties. At times, actions or inactions
of such third parties may impair or disrupt Client's connections
to the Internet (or portions thereof). NPO Systems cannot
guarantee that such events will not occur. Accordingly, NPO
Systems disclaims any and all liability resulting from or
related to such events.
Client agrees to indemnify, defend and hold NPO Systems and
its affiliates, agents, employees, and licensors (including
the third party service providers) harmless from any and all
claim, demand, loss, costs or expense, including attorneys'
fees, made by any person arising out of Client's violation of
this Agreement, State or Federal Securities laws or regulations,
or any other person's rights including but not limited to infringement
of any copyright or violation of any proprietary or privacy
Under no circumstances, including but not limited to a negligent
act, will NPO Systems or its affiliates, agents, employees,
or licensors (including third party service providers) be
liable for any damages of any kind that result from the use
of, or the inability to use, Services, even if any such party
has been advised of the possibility of such damages.
In no event will NPO Systems or its third party service
providers be liable to Client or any third Party for any tort,
contract or any other liability arising in connection with
the use of the Services, or reliance on any information or
services provided by NPO Systems. NPO Systems and its third
party service providers will under no circumstances be liable
to Client and/or any third party, regardless of the form of
action, for any loss of profits, goodwill, use, data or other
intangible losses, or any direct, indirect, special, consequential,
incidental or punitive damages whatsoever, even if NPO Systems
or its third party service providers has been advised of the
possibility of such damages, resulting from: (i) the use of
the inability to use the Services; (ii) the timeliness, deletion,
misdelivery, or failure to store any user date, communications
or personalization settings; (iii) the cost of getting substitute
goods and services resulting from any products, data, information
or services purchases or obtained or messages received or
transactions entered into, through or from the Services; (iv)
statements or conduct of anyone on the Services; (vi) the
use, inability to use, unauthorized use, performance or non-performance
of any third party, even if the third party has been advised
previously of the possibility of such damages; or (vii) any
other matter relating to the Services. Client agrees that
Client will not in any way hold NPO Systems responsible for
any selection or retention of, or the acts or omissions of,
third parties (including third party service providers) in
connection with the Client Services.
Because some states prohibit the limitation of liability
for consequential or incidental damages, in such states the
limitation of liability only with respect to consequential
or incidental damages may not apply to Client, and the respective
liability of NPO Systems and its third party service providers,
employees, distributors and agents is limited to the greatest
extent allowable under applicable law in those states.
In the event that a court or arbitration panel, as the case
may be, should hold that the limitations of liability or remedies
available as set forth in this Agreement, or any portions
thereof, are unenforceable for any reason, or that any of
Client's remedies under this Agreement fail, then Client expressly
agrees that under no circumstances will the total, aggregate
liability of NPO Systems and its third party service providers,
employees, distributors, agents or affiliates, to Client or
any party claiming by or through Client for any cause whatsoever
exceed $100 (U.S.), regardless of the form of action and whether
in contract, statute, tort or otherwise.
7.1 Without Cause. This Agreement may be terminated by either
party at any time during any Renewal Term for any or no reason
upon either party giving to the other no less than five (30)
days' prior written notice of termination. No matter which party
terminates the Agreement pursuant to this Section 7.1, any and
all payment obligations of Client under this Agreement for Service(s)
provided through the date of termination will immediately become
due, and Client shall be required to prepay for any portion
of the Services that have not been paid for and are to be rendered
during such five (30) day period.
7.2 For Cause. In addition to any other rights it may have
under this Agreement or applicable law, NPO Systems may immediately
terminate this Agreement or suspend service, effective without
notice, in the event of (i) a default in payment, or (ii)
Client's breach or failure to comply with the TOS or other
policies of NPO Systems. Client may terminate this Agreement
if NPO Systems breaches any material term or written notice
of same. If this Agreement is terminated by NPO Systems under
this Section 7.2, all balance of the then current term shall
immediately become due and payable. In addition to the foregoing,
NPO Systems reserves the right to prohibit any conduct or
to remove any materials or content in violation of the TOS
or which NPO Systems believes in its sole discretion to be
illegal or potentially harmful to others or may expose NPO
Systems to harm or liability.
7.3 No Liability for Termination. Neither party will be
liable to the other for any termination or expiration of any
Services of this Agreement in accordance with its terms.
7.4 Survival. The following provisions will survive any
expiration or termination of the Agreement: Section 4, 5,
6, 7, and 8.
7.5 IP Address. Upon expiration, cancellation or termination
of this Agreement, Client shall relinquish any Internet protocol
("IP") numbers, address or address blocks assigned
to Client by NPO Systems or its network services supplier
(but not the URL or top level domain connected therewith).
NPO Systems reserves, in its sole discretion, the right to
change or remove any and all such IP numbers, addresses or
8.1 Assignment. Client may not assign this Agreement or any
of Client's rights or obligations hereunder without the prior
written consent of NPO Systems, and any such attempted assignment
shall be void. This Agreement shall be binding upon the parties'
respective successors and permitted assigns.
8.2 Notices. Any notices or communication under this Agreement
shall be in writing and shall be deemed delivered to the party
receiving such communication at the address specified below
(1) on the delivery date if delivered personally to the party,
or a representative of the party; (2) one business day after
deposit with a commercial overnight carrier, with written
verification of receipt; (3) five business days after the
mailing date, whether or not received, if sent by US mail,
return receipt requested; (4) on the delivery date if transmitted
by confirmed facsimile.
If to NPO Systems:
963 S. Main St., #124
Centerville, Oh 45458 USA
If to Client:
To Client address provided at account set-up.
8.3 Governing Law. This Agreement, and all future agreements
Client may enter into with NPO Systems, unless otherwise indicated
on such other agreement, will be governed by the laws of the
State of Ohio, without regard to conflicts of law principles
thereof. This is the case regardless of whether you reside
or transact business with NPO Systems in Ohio or elsewhere.
Unless a dispute would be governed by an applicable arbitration
clause, Client agrees to submit to the personal and exclusive
jurisdiction of the courts located within the County of Montgomery,
Ohio. If any part of the Agreement is unlawful, void or unenforceable,
that part will be deemed severable and will not affect the
validity and enforceability of any remaining provisions.
8.4 Modifications. No modifications, amendment, supplement
to or waiver of this Agreement or any exhibit hereunder, or
any of their provisions shall be binding upon the parties
hereto unless made in writing and duly signed by both parties.
8.5 Waiver. A failure of either party to exercise any right
provided for herein shall not be deemed to be a waiver of
any right hereunder.
8.6 Severability. In the event any one or more of the provisions
of the Agreement or any exhibit is invalid or otherwise unenforceable,
the enforceability of remaining provisions shall be unimpaired.
8.7 Force Majeure. NPO Systems and its affiliates, agents,
employees, or licensors (including third party service providers)
shall not be liable for failure to perform any obligation
under this Agreement if such failure is caused by the occurrence
of any contingency beyond the reasonable control of such party,
including without limitation, fire, flood, strike, and other
industrial disturbance, failure to transport, accident, ware,
riot, insurrection, act of God or order of governmental agency.
Performance shall be resumed as soon as possible after cessation
of such cause. However, if such inability to perform continues
for fifteen (15) days, the other party may terminate this
Agreement without penalty and without further notice.
8.8 Independent Contractors. The parties to this Agreement
are independent contractors. Neither party is an agent, representative,
or partner of the other party. Neither party shall have any
right, power or authority to enter into any agreement for
or on behalf of, or incur any obligation or liability of,
or to otherwise bind, the other party. This Agreement shall
not be interpreted or construed to create an association,
agency, joint venture or partnership between the parties or
to impose any liability attributable to such a relationship
upon either party.
8.9 Terms of Services. Client agrees to be bound by NPO
Systems TOS for all Services and products used by Client.
The current TOS can be found on NPO Systems website at www.NPOSystems.com.
Should Client disagree with any updates to NPO Systems TOS,
it is Client's responsibility to notify NPO Systems of Client's
desire to terminate their Services immediately.
8.10 Implied Agreement. CONTINUED USE OF THE SERVICES AND/OR
PRODUCTS CONSTITUTES IMPLIED AGREEMENT WITH THIS AGREEMENT
AND NPO SYSTEMS TOS IN THEIR ENTIRETY. BY USING THE SERVICES,
CLIENT AGREES TO BE BOUND BY ALL TERMS ASSOCIATED WITH SAID
SERVICES, INCLUDING THIS AGREMEENT AND THE TOS.
CLIENT'S ONLY RECOURSE IN THE EVENT OF A DISAGREEMENT IS
TO TERMINATE THIS CONTRACT IMMEDIATELY IN ACCORDANCE WITH
SECTION 7 HEREIN.
8.11 Entire Agreement. This Agreement, and the exhibits
reference herein, sets forth the entire agreement, and supersedes
any and all prior agreements of the parties with respect to
the transactions set forth herein. Neither party shall be
bound by, and each party specifically objects to, any term,
conditions or other provisions which are different from or
in which is proffered by the other party in any correspondence
or other document, unless the party to be bound thereby specifically
agrees to such provision in writing.
8.12 No Party Deemed Drafter. In the event that any provision
hereof is construed by a court of law or equity or an arbitrator,
no provision herein shall be construed more harshly against
either party as drafter.
Exhibit A: NPO Systems Terms of Service (TOS)
NPO Systems current Terms of Service are available at the
http://www.NPOSystems.com/terms.html or by clicking
Any questions regarding this agreement should be sent to
NPO Systems sales
department prior to signing up for service.