By and between Abolutelty.com and the participating customer,
that will be referred to in this document as "Customer.” The parties agree to the following, which shall apply during the
term of this agreement:
1. Abolutelty.com ("Company") agrees to furnish services to the Customer, subject to the following
TOS (Terms of Service). Use of the Abolutelty.com Service constitutes acceptance and agreement to Abolutelty.com's Privacy
Policy, as well as Abolutelty.com's TOS. All provisions of this agreement are subject to the TOS of Abolutelty.com and the
2. Order Acceptance, Payment
All orders are subject to acceptance by Abolutelty.com. An order will be
deemed accepted by Abolutelty.com when written (e-mail) confirmation of the order is sent to Customer. Abolutelty.com may
refuse to accept, or delay acceptance of any order for any reason.
3. Payment and Terms: Payment shall be made
in US dollars to Abolutelty.com. Payments are due upon account activation and future renewal. If due to bank charges, transfer
fees, or the like, Abolutelty.com should receive less than its invoice amount, Abolutelty.com will re-invoice Customer for
the shortfall. Should payment in full of any invoice (aside from such shortfalls) not be received by Abolutelty.com within
ten (10) days after activation or renewal, Abolutelty.com may discontinue, withhold, or suspend services to Customer. Orders
received before the 20th day of the month in which the order is initiated, will be billed for a full month of service.
Confidentiality: Customer acknowledges that by reason of its relationship with Abolutelty.com hereunder, it may have access
to certain information and materials relating to Abolutelty.com's business, plans, customers, software, and marketing strategies
that is confidential and of substantial value to Abolutelty.com, which value would be impaired if such information were disclosed
to third parties. Customer agrees that it will not use in any way for its own account nor for the account of any third party,
nor disclose to any third party, any such information revealed to it by Abolutelty.com. Customer further agrees that it will
take every reasonable precaution to protect the confidentiality of such information. In the event of termination of this agreement,
there shall be no use or disclosure by the Customer of any such confidential information in its possession, and all confidential
materials shall be returned to Abolutelty.com or destroyed. The provisions of this section shall survive the termination of
the agreement for any reason. Upon any breach or threatened breach of this section, Abolutelty.com shall be entitled to injunctive
relief, which relief shall not be contested by Customer.
specifically prohibits the use of our service for illegal activities. Therefore, Customer agrees that the Company may disclose
any and all Customer information including assigned IP numbers, account history, account use, etc. to any law enforcement
agent who makes a written request without further consent or notification to the Customer. In addition Abolutelty.com shall
have the right to terminate all service set forth in this Agreement.
6. Term and Termination: Hosting Services
will commence on the Effective Date indicated in the Order and continue for the duration of the Initial Term. Thereafter,
the Order will automatically renew for successive one month periods unless the Order is earlier terminated in accordance with
its terms or either party gives written notice to the other party of non-renewal at least 30 days prior to expiration of the
7. Either party may terminate this Agreement immediately upon the occurrence of any one or
more of the following events: (i) the other party fails to pay when due any amounts required to be paid under this Agreement;
(ii) the other party breaches any material term or provision of this Agreement (other than a breach described in subsection
(i) above), and if capable of cure, such breach remains uncured 30 days after the non-breaching party gives written notice
thereof to the breaching party; or (iii) the other party becomes insolvent, makes an assignment for the benefit of its creditors,
institutes or becomes subject to any proceeding under any bankruptcy or similar laws for the relief of debtors, or seeks the
appointment of, or becomes subject to the appoint of, any trustee or receiver for all or any portion of such party’s assets.
8. Abolutelty.com may terminate this Agreement (i) if the Services are prohibited by applicable law, or become
impractical or unfeasible for any technical, legal or regulatory reason, by giving Customer as much prior notice as reasonably
practicable or (ii) immediately by giving written notice to Customer, if Abolutelty.com determines in good faith that Customer’s
use of the Customer Web site or the Customer Content violates the Acceptable Use Policy.
9. Service Rates: Customer
acknowledges that the nature of the service furnished and the initial rates and charges have been communicated to Customer.
Customer is aware that the Company may prospectively change the specified rates and charges from time to time. The promotional
offer is contingent upon Company achieving and maintaining its cost of service goals including but not limited to rates charged
to company by its suppliers.
10. Charges and Fees: Service will be interrupted on accounts that reach 10 days
past due. Service interrupted for nonpayment is subject to a $100 reconnect charge. Accounts that are not collectable by Abolutelty.com
may be turned over to an outside collection agency for collection. If your account is turned over for collection, you agree
to pay the company a "Processing and Collection" Fee of not less than $50 nor more than $150.
11. Failure to Pay:
The Company may temporarily deny service or terminate this Agreement upon the failure of Customer to pay charges when due.
Such termination or denial will not relieve Customer of responsibility for the payment of all accrued charges, plus reasonable
interest and any collection fees. Customer may cancel their account according to the terms of this agreement. All requests
for canceling accounts must be made in writing with at least 30 days notice.
12. Service Interruption: Customer
acknowledges that the service provided is of such a nature that service can be interrupted for many reasons other than the
negligence of the Company and that damages resulting from any interruption of service are difficult to ascertain. Therefore,
Customer agrees that the company shall not be liable for any damages arising from such causes beyond the direct and exclusive
control of the company. Customer further acknowledges that the company's liability for its own negligence may not in any event
exceed an amount equivalent to charges payable by Customer for services during the period damages occurred. In no event shall
the company be liable for any special or consequential damages, loss or injury.
13. Customer Support: Abolutelty.com
provides technical support to our Customers with the exception of all federal holidays according to the following terms: Abolutelty.com
provides support related to your server or virtual site functioning. Abolutelty.com does not offer tech support for any software
or services other than the AuctionCheckout service. Abolutelty.com does not provide technical or customer support for Customer’s
end use customers.
14. Spam Policy: Abolutelty.com takes a zero tolerance approach to the sending of Unsolicited
Commercial Email (UCE) or SPAM over our network. Very simply this means that customers of AuctionCheckout may not use or permit
others to use our network to transact in UCE. Customers of Abolutelty.com may not host, or permit hosting of, sites or information
that is advertised by UCE from other networks. Violations of this policy carry severe penalties, including termination of
15. Violation of Abolutelty.com's SPAM policy will result in severe penalties. Upon notification of an
alleged violation of our SPAM policy, Abolutelty.com will initiate an immediate investigation (within 48 hours of notification).
During the investigation, Abolutelty.com may restrict customer access to the network to prevent further violations. If a customer
is found to be in violation of our SPAM policy, Abolutelty.com may, at its sole discretion, restrict, suspend or terminate
customer's account. Further, Abolutelty.com reserves the right to pursue civil remedies for any costs associated with the
investigation of a substantiated policy violation. Abolutelty.com will notify law enforcement officials if the violation is
believed to be a criminal offense.
First violations of this policy will result in an "Administrative Fee" of $250
and your account will be reviewed for possible immediate termination. A second violation will result in an "Administrative
Fee" of $500 and immediate termination of your account. Users who violate this policy agree that in addition to these "Administrative"
penalties, they will pay "Research Fees" not to exceed $175 per hour that Abolutelty.com personnel must spend to investigate
the matter. PLEASE, DO NOT SPAM from your account.
As our Customers are ultimately responsible for the actions
of their clients over the AuctionCheckout network, it is advisable that Customers develop a similar, or stricter, policy for
16. IP Address Ownership: If Abolutelty.com assigns Customer an Internet Protocol address for Customer's
use, the right to use that Internet Protocol address shall belong only to AuctionCheckout, and Customer shall have no right
to use that Internet Protocol address except as permitted by AuctionCheckout in its sole discretion in connection with the
Services, during the term of this Agreement. Abolutelty.com shall maintain and control ownership of all Internet Protocol
numbers and addresses that may be assigned to Customer by Abolutelty.com, and AuctionCheckout reserves the right to change
or remove any and all such Internet Protocol numbers and addresses, in its sole and absolute discretion. Our allocation of
IP addresses is limited by ARIN's new policies. These new policies state that use of IP addresses for IP based virtual hosts
will not be accepted as justification for new IP addresses. What this means to you is that you MUST use name-based hosting
where possible. We will periodically review IP address usage, and if we find that clients are using IP addresses where name-based
hosting could be used, we will revoke authorization to use those IP addresses that could be used with name-based hosting.
17. Requirement of eBay account: Customer acknowledges that an eBay account in good standing is a requirement
of the Abolutelty.com service. Abolutelty.com is not affiliated with eBay in any way. The trademarks of Abolutelty.com and
eBay are the exclusive right of the respective entities. Abolutelty.com does not state or imply any relationship or partnership
18. System and Network Security: Users are prohibited from violating or attempting to violate the security
of the Abolutelty.com Network. Violations of system or network security may result in civil or criminal liability. AuctionCheckout
will investigate occurrences, which may involve such violations and may involve, and cooperate with, law enforcement authorities
in prosecuting Users who are involved in such violations. These violations include, without limitation:
data not intended for such User or logging into a server or account, which such User is not authorized to access.
Attempting to probe, scan or test the vulnerability of a system or network or to breach security or authentication measures
without proper authorization.
c. Attempting to interfere with service to any user, host or network, including, without
limitation, via means of overloading, "flooding", "mail bombing" or "crashing".
d. Forging any TCP/IP packet header
or any part of the header information in any e-mail or newsgroup posting.
e. Taking any action in order to obtain services
to which such User is not entitled.
19. Account/Service Cancellation: Abolutelty.com reserves the right to suspend
network access to any customer if in the judgment of the Abolutelty.com network administrators the customer's server is the
source or target of the violation of any of the other terms of the AUP or for any other reason which Abolutelty.com chooses.
If inappropriate activity is detected, all accounts of the Customer in question will be deactivated until an investigation
is complete. Prior notification to the Customer is not assured. In extreme cases, law enforcement will be contacted regarding
the activity. The customer will not be credited for the time the customer's machines were suspended.
reserves the right to amend its policies at any time. All Sub-Networks, resellers and managed servers of Abolutelty.com must
adhere to the above policies. Failure to follow any term or condition will be grounds for immediate Cancellation. You will
be held responsible for the actions of your clients in the matter described on these Terms and conditions. Therefore, it is
21. Indemnification: Abolutelty.com wishes to emphasize that in agreeing to the Abolutelty.com AUP and
TOS customer indemnifies Abolutelty.com for any violations that results in loss to AAbolutelty.com or the bringing of any
claim against Abolutelty.com by any third-party. This means that if Abolutelty.com is sued because of a customer's or a customer
of a customer's activity, the customer will pay any damages awarded against Abolutelty.com, plus all costs and attorney's
22. Property Rights: Abolutelty.com owns all rights, titles and interests in Abolutelty.com's trade names,
service marks, inventions, copyrights, trade secrets, patents, and know-how relating to the design, function, or operation
of Plans and of the hardware and software systems and resources necessary to provide the individual service elements of which
they consist. This agreement does not constitute a license to Customer to use Abolutelty.com's trade names or service marks.
The use by Customer of the other property rights mentioned here is authorized only for the purposes of marketing and selling
23. Applicable Law, Jurisdictional Matters: This agreement is to be governed by and construed under the
laws of the State of Ohio, the County of Delaware, and the United States of America. The federal and state courts of the State
of Ohio shall have exclusive jurisdiction to adjudicate any non-arbitrable dispute arising out of this agreement. Customer
hereby expressly consents to (1) the jurisdiction of the courts of Ohio and (2) service of process being effective upon it
by registered mail sent to the address set forth at the beginning of this document, as may be changed from time to time by
written notice actually received by Abolutelty.com. To the extent permissible by the law of Customer's jurisdiction, Customer
waives any requirement that service of process or of any documents be made upon it pursuant to the provisions of the Hague
Customers would have the option to file a complaint with the BBB and participate with Abolutelty.com
in conciliation and mediation efforts first through the Better Business Bureau of Central Ohio. After which, if the dispute
is not resolved to their satisfaction, and they want to further pursue the matter through arbitration, the customer and Abolutelty.com
would use the BBB’s legally binding arbitration services as a means to resolve the dispute.
24. Entire Agreement,
Modifications: This agreement sets forth the entire agreement and understanding between the parties and merges all prior discussion
between them. AuctionCheckout may make changes to this agreement upon thirty (30) days' written notice to Customer, advising
of the change and the effective date thereof. Utilization of AuctionCheckout services by Customer and/or its Customers following
the effective date of such change shall constitute acceptance by Customer of such change(s). Otherwise, this agreement may
not be modified except by the written consent of both parties.
25. DISCLAIMER OF WARRANTIES
UNDERSTAND AND AGREE THAT:
YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK. THE SERVICE IS PROVIDED ON AN "AS IS"
AND "AS AVAILABLE" BASIS. AUCTIONCHECKOUT EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING,
BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
MAKES NO WARRANTY THAT (i) THE SERVICE WILL MEET YOUR REQUIREMENTS, (ii) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE,
OR ERROR-FREE, (iii) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE WILL BE ACCURATE OR RELIABLE, (iv) THE QUALITY
OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR
EXPECTATIONS, AND (V) ANY ERRORS IN THE SOFTWARE WILL BE CORRECTED.
ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED
THROUGH THE USE OF THE SERVICE IS DONE AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE
TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL.
NO ADVICE OR INFORMATION,
WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM AuctionCheckout OR THROUGH OR FROM THE SERVICE SHALL CREATE ANY WARRANTY NOT
EXPRESSLY STATED IN THE TOS.
26. LIMITATION OF LIABILITY
YOU EXPRESSLY UNDERSTAND AND AGREE THAT AuctionCheckout
SHALL NOT BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT
NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF ABOLUTELY.COM HAS BEEN
ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (i) THE USE OR THE INABILITY TO USE THE SERVICE; (ii) THE COST
OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED
OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE SERVICE; (iii) UNAUTHORIZED ACCESS TO OR ALTERATION
OF YOUR TRANSMISSIONS OR DATA; (iv) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICE; OR (v) ANY OTHER MATTER RELATING
TO THE SERVICE.